UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION
Proxy Statement Pursuant to Section 14(a) OF
THE SECURITIES EXCHANGE ACT OF
of the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Filed by the Registrant ☑ | Filed by a Party other than the Registrant o |
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
VAN ECK WORLDWIDE INSURANCE TRUST
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(Name
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
VanEck VIP Trust
(Name of Registrant as Specified
In Its Charter)
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(Name
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_|
Payment of Filing Fee (Check the appropriate box): | ||
☑ | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: | |
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
(1) | Amount Previously Paid: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: | |
VanEck VIP Trust
VanEck VIP Emerging Markets Fund
VanEck VIP Global Gold Fund
VanEck VIP Global Hard Assets Fund
VanEck VIP Unconstrained Emerging Markets Bond Fund
(each, a “Fund,” and collectively, the “Funds”)
666 Third Avenue, 9th Floor
New York, NY 10017
(212) 293-2000
August 19, 2019
Dear Shareholder/Variable Contract Owner:
I am writing to let you know that a special meeting of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identifyshareholders of the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the dateFunds of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
VAN ECK WORLDWIDE INSURANCE TRUST
99 Park Avenue
New York, New York 10016
January __, 2006
Dear Shareholders:
Enclosed youVanEck VIP Trust (the “Trust”) will find several documents being provided to you in connection
with a Special Meeting of Shareholders ("Meeting") of each series of Van Eck
Worldwide Insurance Trust, to be held at 99 Park10:00 a.m. Eastern time on October 11, 2019, at the principal executive offices of the Trust, 666 Third Avenue, 8th9th Floor, New York, New York 10017 (the “Meeting”).
I am writing to ask for your instruction and/or vote at the Meeting on March 6, 2006the following proposal (the “Proposal”), as well as to transact such other business which may properly come before the Meeting or any adjournment or postponement thereof:
| Proposal: | To elect Jon Lukomnik, Jane DiRenzo Pigott, R. Alastair Short, Richard D. Stamberger, Robert L. Stelzl, and Jan F. van Eck as trustees of the Trust. |
The Trust’s Board of Trustees recommends that the shareholders of the Funds vote FOR ALL trustee nominees.
Each Fund is available for purchase only through variable annuity contracts and variable life insurance policies (collectively, “Variable Contracts”) offered by the separate accounts of participating insurance companies (“Participating Insurance Companies”). The Participating Insurance Companies hereby solicit and agree to vote at the Meeting, to the extent required, the shares of the Funds that are held in separate accounts in accordance with timely instructions received from owners of the Variable Contracts who held such contracts as of August 12, 2019 (the “Record Date”). With respect to all shareholders as of the Record Date, the Board of Trustees of the Trust is soliciting your vote.
If you are a Variable Contract owner, one or more voting instruction cards are enclosed. If your Variable Contract has amounts allocated to two or more Funds, you will receive a voting instruction card for each such Fund. When you vote your voting instruction card(s), it tells the Participating Insurance Company how you wish to vote the Fund shares attributable to your Variable Contract. If you are a
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shareholder, one or more proxy cards are enclosed. The enclosed materials contain information about the Proposal being presented for your consideration. We request your prompt attention and vote by mail using the enclosed voting instruction card(s) or proxy card(s).
Detailed information about the Proposal is contained in the enclosed materials. Please review and consider the enclosed materials carefully, and then please take a moment to vote.
Attendance at the Meeting will be limited to the shareholders of the Trust as of the Record Date. Photographic identification will be required for admission to the Meeting. Whether or not you plan to attend the Meeting in person, your vote is needed. Shareholders as of the Record Date are entitled to notice of, and to vote at, the Meeting and any adjournment of the Meeting, even if they no longer hold shares of a Fund. Your vote is important no matter how many shares you own. It is important that your vote be received no later than the time of the Meeting. If you are a Variable Contract owner and you wish to participate in the Meeting, please contact your Participating Insurance Company for further information regarding how to represent your vote at the Meeting.
Voting is quick and easy. Everything you need is enclosed. You may vote by: (i) attending the Meeting in person, if you are a shareholder; (ii) signing, dating and mailing your proxy card(s) and/or voting instruction card(s) in the enclosed postage-paid return envelope; (iii) calling the toll-free telephone number listed on your proxy card(s) and/or voting instruction card(s); or (iv) visiting the Internet website listed on your proxy card(s) and/or voting instruction card(s) and following the instructions provided on the website. You may receive more than one set of proxy materials if you hold shares in more than one account and/or if your Variable Contract has amounts allocated to two or more Funds. Please be sure to vote each proxy card and/or voting instruction card you receive.
Your vote is important to us. Thank you for your response and for your investment.
Sincerely yours,
Jonathan R. Simon
Senior Vice President, Secretary and Chief Legal Officer, VanEck VIP Trust
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VanEck VIP Trust
VanEck VIP Emerging Markets Fund
VanEck VIP Global Gold Fund
VanEck VIP Global Hard Assets Fund
VanEck VIP Unconstrained Emerging Markets Bond Fund
(each, a “Fund,” and collectively, the “Funds”)
666 Third Avenue, 9th Floor
New York, NY 10017
(212) 293-2000
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON
OCTOBER 11, 2019
Notice is hereby given that a special meeting of the shareholders (“Meeting”) of the Funds of VanEck VIP Trust (the “Trust”) will be held at 10:00 a.m. Eastern time on October 11, 2019, at the principal executive offices of the Trust, 666 Third Avenue, 9th Floor, New York, Time. We hope this materialNew York 10017. At the Meeting, shareholders will receive your immediate attention and that, if you cannot attend the meeting
in person, you will vote your proxy promptly.
The Meeting is being held to obtain a vote: (a) to elect Trustees; and (b) to
modernize the investment restrictions of each series of Van Eck Worldwide
Insurance Trust. Shareholders of each series of Van Eck Worldwide Insurance
Trust are beingbe asked to consider and vote on the proposalsfollowing proposal (the “Proposal”) and to act upon any other business which may properly come before the Meeting or any adjournment or postponement thereof:
| Proposal: | To elect Jon Lukomnik, Jane DiRenzo Pigott, R. Alastair Short, Richard D. Stamberger, Robert L. Stelzl, and Jan F. van Eck as trustees of the Trust. |
The Trust’s Board of Trustees (the “Board”) recommends that affect their fund as
outlinedthe shareholders of the Funds vote FOR ALL Trustee nominees.
The Proposal is discussed in greater detail in the attached Proxy Statement. THE TRUSTEES BELIEVE THAT THESE CHANGES ARE IN THE BEST INTERESTS OF EACH SERIES
OF VAN ECK WORLDWIDE INSURANCE TRUST AND THEIR SHAREHOLDERS AND RECOMMEND THAT
YOU VOTE IN FAVOR OF EACH PROPOSAL THAT APPLIES TO YOUR FUND.
The Notice of Special Meeting of Shareholders,Please read the accompanying Proxy Statement carefully for information concerning the Proposal. The enclosed proxy is being solicited by the Board, on behalf of the Funds.
Each Fund is available for purchase only through variable annuity contracts and variable life insurance policies (collectively, “Variable Contracts”) offered by the proxy card forseparate accounts of participating insurance companies (“Participating Insurance Companies”). The Participating Insurance Companies hereby solicit and agree to vote at the Meeting, to the extent required, the shares of the Funds that are held in separate accounts in accordance with timely instructions received from owners of the Variable Contracts who held such contracts as of August 12, 2019 (the “Record Date”). With respect to all shareholders as of the Record Date, the Board is soliciting your fund are enclosed. Please read them carefully. vote.
If you are unablea Variable Contract owner, one or more voting instruction cards are enclosed. If your Variable Contract has amounts allocated to two or more Funds, you will receive a voting instruction card for each such Fund. When you vote your
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voting instruction card(s), it tells the Participating Insurance Company how you wish to vote the Fund shares attributable to your Variable Contract. If you are a shareholder, one or more proxy cards are enclosed. The enclosed materials contain information about the Proposal being presented for your consideration. We request your prompt attention and vote by mail using the enclosed voting instruction card(s) or proxy card(s).
It is not anticipated that any matters other than that listed above will be brought before the Meeting. If, however, any other business is properly brought before the Meeting or any adjournments or postponements thereof, proxies will be voted in accordance with the judgment of the persons designated as proxies or otherwise as described in the attached Proxy Statement. The persons named as proxies will vote in his or her discretion on any other business that may properly come before the Meeting or any adjournments or postponements thereof. In the event that the necessary quorum to transact business is not present at the Meeting, the chairman of the Meeting may adjourn the Meeting to a designated time and place to permit further solicitation of proxies, in accordance with applicable law and the Trust’s Master Trust Agreement, as amended to date. Even if a quorum is present at the Meeting, the chairman of the Meeting may adjourn the Meeting, upon the affirmative vote of the holders of a majority of the shares of the Trust voting on the adjournment, present in person or by proxy at the Meeting or an adjournment thereof. The persons designated as proxies may use their discretionary authority to vote as instructed by the officers of the Trust on questions of adjournment. The persons named as proxies will not vote any shares for which they are directed to abstain from voting on the Proposal.
Shareholders of record of each Fund at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Meeting and any adjournments thereof. We urge you to complete, sign and date the enclosed proxy card(s) and/or voting instruction card(s), and return it (them) in the accompanying postage-paid envelope as promptly as possible, or take advantage of the telephonic or electronic voting procedures described on the proxy card(s) and/or voting instruction card(s). Each shareholder is invited to attend the meetingMeeting in person. If you are a Variable Contract owner and you wish to participate in the Meeting, please contact your Participating Insurance Company for further information regarding how to represent your vote at the Meeting.
Please notify us by calling 1-800-826-2999 if you plan to attend the Meeting. Shareholders who attend the Meeting in person will need to bring proof of share ownership, such as a shareholder statement or letter from a custodian or broker-dealer confirming ownership, as of the Record Date, and a valid picture identification, such as a driver’s license or passport, for admission to the Meeting. Shareholders whose shares are held in “street name” through their broker will need to obtain a legal proxy from their broker and present it at the Meeting in order to vote in person. You may revoke your proxy at any time before or at the Meeting,
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and you may attend the Meeting to vote in person even though a proxy card already may have been returned. However, whether or not you expect to attend the Meeting in person, we urge you to complete, date, sign date, and return the enclosed proxy card (orcard(s) in the enclosed postage-paid envelope or vote by telephone or through the Internet) so thatInternet. If you properly execute and return the enclosed proxy card(s) in time to be voted at the Meeting, your shares mayrepresented by the proxy will be voted at the Meeting in accordance with your instructions. WE URGE YOU TO GIVE THE ENCLOSED MATERIAL YOUR PROMPT ATTENTION SO AS TO AVOID
THE EXPENSE OF ADDITIONAL MAILINGS AND TELEPHONE SOLICITATIONS.
Unless revoked, proxies that have been executed and returned by shareholders without instructions will be voted in favor of the Proposal. If you have any questions about the foregoing information, please call us at 1-800-826-2999.
Your vote is important to us. Thank you for taking the time to consider these
important proposals.
Sincerely yours,
/s/ Keith J. Carlson
Keith J. Carlson
Chief Executive Officer and President
Van Eck Worldwide Insurance Trust
VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Absolute Return Fund
Worldwide Bond Fund
Worldwide Emerging Markets Fund
Worldwide Hard Assets Fund
Worldwide Real Estate Fund
99 Park Avenue New York, New York 10016
212-687-5200 1-800-826-2333
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
January __, 2006
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To the Shareholders:
A Special Meeting of Shareholders ("Meeting") of Worldwide Absolute
Return Fund, Worldwide Bond Fund, Worldwide Emerging Markets Fund, Worldwide
Hard Assets Fund and Worldwide Real Estate Fund (each a "Fund"), each a series
of Van Eck Worldwide Insurance Trust, will be held at 99 Park Avenue, 8th Floor,
New York, New York on March 6, 2006 at 10:00 a.m. New York Time. The Meeting is
being held for the following purposes:
(1) To elect Trustees;
(2) To consider a series of proposals to modernize the investment
restrictions of the Funds; and
(3) To consider and act upon any other business that may properly come
before the meeting or any adjournments thereof.
The Proposals are discussed in greater detail in the attached Proxy
Statement. You are entitled to vote at the Meeting and any adjournment thereof
if you owned shares of one or more of the Funds at the close of business on
January 5, 2006. If you attend the Meeting, you may vote your shares in person.
Whether or not you intend to attend the Meeting in person, you may vote in any
of the following ways:
(1) MAIL: Vote, sign, date and return the enclosed proxy card in the
enclosed postage-paid envelope;
(2) TELEPHONE: Have your proxy card available. You may vote by telephone
by calling the number on your proxy card. Enter the 14-digit control
number on the proxy card. (A confirmation of your telephone vote will
be mailed to you.); or
(3) INTERNET: Have your proxy card available. Vote on the Internet by
accessing the website address on your proxy card. Enter your 14-digit
control number from your proxy card. Follow the simple instructions
found on the website.
Proposal.
By order of the Board of Trustees,
/s/ Joseph J. McBrien
Joseph J. McBrien
Jonathan R. Simon
Senior Vice President, Secretary and Secretary
Van Eck Worldwide InsuranceChief Legal Officer, VanEck VIP Trust
Dated: January __, 2006
New York, New York
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YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER WHO
DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING INSTRUCTIONS
ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE
PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU SIGN,
DATE AND RETURN THE PROXY CARD BUT GIVE NO INSTRUCTIONS, YOUR SHARES WILL BE
VOTED "FOR" THE PROPOSALS DESCRIBED ABOVE AND "FOR" OR "AGAINST" ANY OTHER
MATTER ACTED UPON AT THE MEETING IN THE DISCRETION OF THE PERSONS NAMED AS
PROXIES. ALTERNATIVELY, YOU MAY VOTE YOUR PROXY BY TELEPHONE OR ON THE INTERNET
IN ACCORDANCE WITH THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD.
TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION
IN MAILING YOUR PROXY PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY
BE.
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VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Absolute Return Fund
Worldwide Bond Fund
Worldwide
August 19, 2019
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON OCTOBER 11, 2019 The Notice of Special Meeting of Shareholders and Proxy Statement are available on the Internet at www.proxyvote.com. |
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VanEck VIP Trust
VanEck VIP Emerging Markets Fund
Worldwide
VanEck VIP Global Gold Fund
VanEck VIP Global Hard Assets Fund
Worldwide Real Estate
VanEck VIP Unconstrained Emerging Markets Bond Fund
99 Park
(each, a “Fund,” and collectively, the “Funds”)
666 Third Avenue, 9th Floor
New York, New York 10016
212-687-5200 1-800-826-2333
------------------------------
NY 10017
(212) 293-2000
PROXY STATEMENT ------------------------------
Special Meeting of Shareholders
March 6, 2006
INTRODUCTION
DATED AUGUST 19, 2019
SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON
OCTOBER 11, 2019
This Proxy Statement is being furnished to the shareholders of Worldwide Absolute Return Fund, Worldwide Bond Fund, Worldwide Emerging Markets
Fund, Worldwide Hard Assets Fund and Worldwide Real Estate Fund (each a "Fund"),the Funds, each a series of Van Eck Worldwide InsuranceVanEck VIP Trust (the “Trust”), a Massachusetts business trust, and owners of Variable Contracts (defined below) in connection with the solicitation by the Board of Trustees ("Board") of Van Eck Worldwide Insurancethe Trust in connection with(the “Board” or the solicitation“Trustees”) of shareholder votes by proxy to be voted at the Special Meetinga special meeting of Shareholders or any adjournments thereof ("Meeting")shareholders to be held on March 6, 2006 at 10:00 a.m. New York Timethe principal executive offices of the Trust at 99 Park666 Third Avenue, 8th9th Floor, New York, New York.York 10017, on October 11, 2019, at 10:00 a.m. Eastern time, or at such later time made necessary by any and all adjournments or postponements thereof (the “Meeting”). It is expected that the Notice of Special Meeting of Shareholders, Proxy Statement, and proxy cardcard(s)/voting instruction card(s) will be first mailed to shareholders and Variable Contract owners on or about January __, 2006.August 12, 2019.
The Fund is available for purchase only through variable annuity contracts and variable life insurance policies (collectively, “Variable Contracts”) offered by the separate accounts of participating insurance companies (“Participating Insurance Companies”). As more fully described in this Proxy Statement,an owner of a variable contract, you have the right to instruct the participating insurance company how to vote shares of the Fund attributable to your variable contract. For the limited purpose of this proxy statement, the terms “shareholder,” “you” and “your” refer to Variable Contract owners, as beneficial owners of Fund shares, and to the Participating Insurance Companies as direct owners of Fund shares, as well as any other direct shareholders of the Fund, unless the context otherwise requires.
The Participating Insurance Companies hereby solicit and agree to vote at the Meeting, to the extent required, the shares of the Funds that are held in separate
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accounts in accordance with timely instructions received from owners of the Variable Contracts who held such contracts as of August 12, 2019 (the “Record Date”). With respect to all shareholders as of the Record Date, the Board is soliciting your vote.
If you are a Variable Contract owner, one or more voting instruction cards are enclosed. If your Variable Contract has amounts allocated to two or more Funds, you will receive a voting instruction card for each such Fund. When you vote your voting instruction card(s), it tells the Participating Insurance Company how you wish to vote the Fund shares attributable to your Variable Contract. If you are a shareholder, one or more proxy cards are enclosed. The enclosed materials contain information about the Proposal being presented for your consideration. We request your prompt attention and vote by mail using the enclosed voting instruction card(s) or proxy card(s).
Each Fund provides periodic reports to its shareholders, which highlight relevant information about the Funds, including investment results and a review of portfolio investments. You may receive a copy of each Fund’s audited financial statements and annual report for its last completed fiscal year, and any subsequent semi-annual report to shareholders, free of charge, by calling 1-800-826-1115, by visiting the VanEck website at vaneck.com or by writing to the Trust or to Van Eck Securities Corporation, the Funds’ distributor (“VESC” or the “Distributor”). The Trust’s and the Distributor’s address is 666 Third Avenue, 9th Floor, New York, New York 10017.
THE PROPOSAL; SHAREHOLDERS ENTITLED TO VOTE
At the Meeting, shareholders will be asked to consider and vote on the following Proposals:
(1) To elect Trustees;
(2) To consider a series of proposals to modernizeproposal (the “Proposal”), which is described more fully below:
| Proposal: | To elect Jon Lukomnik, Jane DiRenzo Pigott, R. Alastair Short, Richard D. Stamberger, Robert L. Stelzl, and Jan F. van Eck as Trustees of the Trust. |
The Board recommends that the investment
restrictionsshareholders of the Funds;Funds vote FOR ALL Trustee nominees.
Shareholders of record of all of the Funds as of the close of business on the Record Date are entitled to attend and 2 The Meeting will be held at the principal executive offices of the Trust at 666 Third Avenue, 9th Floor, New York, New York 10017. Shareholders who are eligible to vote and attend the Meeting in person will need to bring proof of share ownership, such as a shareholder statement or letter from a custodian or broker-dealer confirming ownership, as of the Record Date, and a valid picture identification, such as a driver’s license or passport, for admission to the Meeting. If you do not expect to be present at the Meeting and wish to vote your shares, please vote your proxy in accordance with the instructions included on(3) To considervote at the Meeting. If you are a Variable Contract owner and act upon any other business that may properly come
beforeyou wish to participate in the meeting or any adjournments thereof.
Summarized below areMeeting, please contact your Participating Insurance Company for further information regarding how to represent your vote at the Proposals that shareholdersMeeting. The number of shares of each Fund outstanding as of the Record Date and entitled to vote at the Meeting are being askedset forth in Appendix A. Pursuant to consider:
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FUND PROPOSAL
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ALL FUNDS 1 To elect Trustees;
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2-H To modify the fundamental investment restrictionthe Master Trust Agreement of the Trust, as amended to date (the “Master Trust Agreement”), the shareholders of all of the Funds will vote together on the Proposal rather than on a Fund-by-Fund basis.
commodities.
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2-I To modify the fundamental investment restriction on
concentration.
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WORLDWIDE BOND FUND 2-A To modify the fundamental investment restriction on
WORLDWIDE EMERGING MARKETS FUND borrowing.
WORLDWIDE HARD ASSETS FUND
WORLDWIDE REAL ESTATE FUND
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2-B To modify the fundamental investment restriction on
underwriting.
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2-C To modify the fundamental investment restriction on
lending.
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2-D To modify the fundamental investment restriction on
senior securities.
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2-E To modify the fundamental investment restriction on
real estate.
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2-F To eliminate the fundamental investment restriction on
real estate partnerships, oil, gas, and other mineral
leases.
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2-G To eliminate the fundamental investment restriction on
investing for the purpose of exercising control.
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WORLDWIDE EMERGING MARKETS FUND 2-J To eliminate the existing fundamental investment
WORLDWIDE HARD ASSETS FUND restriction on diversification.
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If the enclosed proxy card(s)/voting instruction card(s). If your proxy card/voting instruction card is executed properly and returned, shares represented by it will be voted at the Meeting in accordance with your instructions for the instructionsProposal. If your proxy card/voting instruction card is properly executed and returned and no choice is specified on the proxy. A proxy with respect to the Proposal, the proxy will be voted FOR the Proposal. Any shares of a Fund for which signed voting instruction cards are received but without specified instructions will be voted FOR the approval of the nominees in the Proposal. Any shares of a Fund for which no voting instructions are received generally will be voted by the Participating Insurance Company in proportion to those shares for which timely instructions are received. The effect of this proportional voting is that Variable Contract owners representing a small number of Fund shares may nevertheless be revokeddetermine the outcome of the vote on the Proposal. Variable Contract owners should contact their Participating Insurance Company for information about any applicable deadline for providing voting instructions to such Participating Insurance Company. Please see your Variable Contract prospectus for information on how to contact your Participating Insurance Company.
For Variable Contract owners: If you are a Variable Contact owner, you may revoke your voting instructions by sending a written notice to the applicable Participating Insurance Company expressly revoking your instructions, by signing and forwarding to the Participating Insurance Company later-dated voting instructions, or otherwise giving notice of revocation at the Meeting. Variable Contract owners should contact their Participating Insurance Company for further information on how to revoke previously given voting instructions, including any applicable deadlines. Please see your Variable Contract prospectus for information on how to contact your Participating Insurance Company.
For Direct Owners (and not Variable Contract owners): Shareholders who execute proxies may revoke or change their proxy at any time prior to its usethe time it is voted by delivering a written notification receivednotice of revocation, by Van Eck Worldwide Insurance
Trust, by the execution ofdelivering a subsequently dated proxy by mail, telephone or the Internet or by attending and voting in person at the Meeting. If you revoke a previous proxy, your vote will not be counted unless you submit a subsequent proxy or appear at the Meeting and votingvote in person. However, if no instructions are specifiedperson or legally appoint another proxy to vote on your behalf.
If you own your shares through a proxy,bank, broker-dealer or other third party intermediary who holds your shares will be voted "FOR" Proposals (1)in “street name,” and (2) listed above,you wish to attend the
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Meeting and "FOR"vote your shares or "AGAINST" any other matters acted uponrevoke a previous proxy at the Meeting, you must request a legal proxy from such bank, broker-dealer or other third party intermediary. If your proxy has not been revoked, the shares represented by the proxy will be cast at the Meeting and any adjournments thereof. Attendance by a shareholder at the Meeting does not, in itself, revoke a proxy.
TO ASSURE THE PRESENCE OF A QUORUM AT THE MEETING, PLEASE PROMPTLY EXECUTE AND RETURN THE ENCLOSED PROXY CARD(S)/VOTING INSTRUCTION CARD(S). A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. ALTERNATIVELY, YOU MAY VOTE BY TELEPHONE OR THROUGH THE INTERNET AT THE NUMBER OR WEBSITE ADDRESS PRINTED ON THE ENCLOSED PROXY CARD(S)/VOTING INSTRUCTION CARD(S).
SUMMARY OF THE PROPOSAL
At the discretionMeeting, shareholders of the Trust will be asked to elect Jon Lukomnik, Jane DiRenzo Pigott, R. Alastair Short, Richard D. Stamberger and Robert L. Stelzl, each a current Trustee of the Trust (each, a “Current Trustee” and collectively, the “Current Trustees”), as independent Trustees of the Trust; and to elect Jan F. van Eck (the “New Trustee”) as an interested Trustee of the Trust.
The Board has determined to request that shareholders elect the Current Trustees because Ms. Pigott and Mr. Stelzl have been serving as Trustees since 2007, but have not previously been elected by shareholders. In addition, the Independent Trustees (as defined below) have nominated and recommend shareholder election of Mr. van Eck so that the Board, the Trust and its shareholders will benefit from his service as a member of the Board.
THE PROPOSAL: ELECTION OF TRUSTEES
At the Meeting, shareholders of the Trust will be asked to elect the following Current Trustees: Jon Lukomnik, Jane DiRenzo Pigott, R. Alastair Short, Richard D. Stamberger, and Robert L. Stelzl; and the New Trustee: Jan F. van Eck, each to hold office during the continued lifetime of the Trust until he or she dies, resigns, retires or is removed.
Presently, the Current Trustees comprise the entirety of the Board. The Trust’s shareholders most recently elected Mr. Stamberger, Mr. Short and Mr. Lukomnik to the Board at a shareholder meeting in March 2006. In July 2007, the then-current Board appointed Ms. Pigott and Mr. Stelzl as Trustees, but they have not been elected by shareholders. Accordingly, the Board has determined to provide shareholders with the opportunity to elect Ms. Pigott and Mr. Stelzl.
In considering the election of Ms. Pigott and Mr. Stelzl, the Board considered and determined to nominate Mr. van Eck as an interested Trustee. Through Mr. van Eck’s senior positions with Van Eck Associates Corporation (“VEAC” or the
4
“Adviser”), its affiliates and the Trust, he has in-depth knowledge of the asset management industry as well as regarding the businesses of the Adviser, the Trust and each of the Funds. It is expected that his service as a Trustee will provide the Board with additional access to the perspectives and resources of the Adviser and its affiliates. While the present composition of the Board satisfies the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), Mr. van Eck’s nomination requires a shareholder vote because the 1940 Act limits the number of Trustees who may be appointed by the Board without shareholder election. Specifically, the 1940 Act provides that no trustee may be appointed to the board of an investment company unless, subsequent to such appointment, at least two-thirds of the trustees of the investment company have been elected to such office by holders of the outstanding voting securities of the investment company at an annual or special meeting.
Each Current Trustee is not considered to be an “interested person,” within the meaning of the 1940 Act, of the Trust, any investment adviser to the Trust, or the Distributor. Each Current Trustee is thus referred to as an “Independent Trustee.” Mr. van Eck, who is not currently a Trustee of the Trust, is considered to be an “interested person,” within the meaning of the 1940 Act, of the Trust, due to his position as an officer of the Adviser, the investment adviser of the Trust, and as an officer of the Distributor of the Trust. In addition, Mr. van Eck and members of his family own 100% of the voting stock of VEAC, which in turn owns 100% of the voting stock of the Distributor. Mr. van Eck would thus be an “Interested Trustee” if elected.
At the meeting of the Board on July 30, 2019, the Board, at the recommendation of the Trust’s Governance Committee, nominated each Current Trustee and Mr. van Eck for election to the Board by the shareholders of the Trust. Information about each Trustee nominee is presented immediately below.
The persons named as proxies.
The close of business on January 5, 2006 has been fixed asproxies in the record
date for the determination of shareholders entitled to notice of andshareholder proxy card intend to vote at the Meeting ("Record Date").
2
Each share(unless directed not to vote) FOR the election of Jon Lukomnik, Jane DiRenzo Pigott, R. Alastair Short, Richard D. Stamberger, Robert L. Stelzl, and Jan F. van Eck. The Current Trustees have indicated that they will be entitledcontinue to one vote atserve on the MeetingBoard, and fractional
sharesthe Board has no reason to believe that any of their number will be entitledbecome unavailable to proportionate fractional votes. As ofcontinue to serve as Trustees. Mr. van Eck has indicated that he consents to serve on the Record
Date,Board, and the following numbers of shares were outstanding with respectBoard has no reason to each
class of each Fund:
- --------------------------------------------------------------------- ------------------------------------------------
FUND NUMBER OF SHARES OUTSTANDING
- --------------------------------------------------------------------- ------------------------------------------------
Worldwide Absolute Return Fund
- --------------------------------------------------------------------- ------------------------------------------------
Initial Class
- --------------------------------------------------------------------- ------------------------------------------------
Worldwide Bond Fund
- --------------------------------------------------------------------- ------------------------------------------------
Initial Class
- --------------------------------------------------------------------- ------------------------------------------------
Class R1
- --------------------------------------------------------------------- ------------------------------------------------
Worldwide Emerging Markets Fund
- --------------------------------------------------------------------- ------------------------------------------------
Initial Class
- --------------------------------------------------------------------- ------------------------------------------------
Class R1
- --------------------------------------------------------------------- ------------------------------------------------
Worldwide Hard Assets Fund
- --------------------------------------------------------------------- ------------------------------------------------
Initial Class
- --------------------------------------------------------------------- ------------------------------------------------
Class R1
- --------------------------------------------------------------------- ------------------------------------------------
Worldwide Real Estate Fund
- --------------------------------------------------------------------- ------------------------------------------------
Initial Class
- --------------------------------------------------------------------- ------------------------------------------------
Class R1
- --------------------------------------------------------------------- ------------------------------------------------
The following shareholdersbelieve that he will become unavailable to serve as Trustee. If the nominees are shown on Van Eck Worldwide Insurance Trust's
records as owning more than 5% of the outstanding shares ofunavailable to serve for any class of a Fund:
3
- ------------------------------- -------------------------------------- -------------------------- --------------------
PERCENTAGE OF
NAME AND ADDRESS OF NUMBER OF CLASS OF
FUND AND CLASS BENEFICIAL OWNER SHARES OWNED FUND OWNED
- ------------------------------- -------------------------------------- -------------------------- --------------------
- ------------------------------- -------------------------------------- -------------------------- --------------------
- ------------------------------- -------------------------------------- -------------------------- --------------------
- ------------------------------- -------------------------------------- -------------------------- --------------------
- ------------------------------- -------------------------------------- -------------------------- --------------------
- ------------------------------- -------------------------------------- -------------------------- --------------------
- ------------------------------- -------------------------------------- -------------------------- --------------------
- ------------------------------- -------------------------------------- -------------------------- --------------------
To the best knowledge of Van Eck Worldwide Insurance Trust's
management, as of the Record Date, the Trustees and officers of Van Eck
Worldwide Insurance Trust, as a group, beneficially or of record owned less than
1% of the outstanding shares of each class of each Fund.
REQUIRED VOTE: The presence at the Meeting, in person or by proxy, of
shareholders entitled to cast a majority of each Fund's outstanding shares is
required for a quorum. In the event that a quorum is present at the Meeting but
sufficient votes to approve the new item are not received, the persons named as
proxies may propose one or more adjournments of such Meeting to permit further
solicitation of proxies. The affirmative vote of less than a majority of the
votes entitled to be cast represented in person or by proxy is sufficient for
adjournments. In such case,reason, the persons named as proxies will vote those
proxies, which theyfor such other nominees nominated by the Independent Trustees.
5
Certain information regarding the Trustee nominees as well as the executive officers of the Trust is set forth below.
TRUSTEE NOMINEES
TRUSTEE’S NAME, ADDRESS(1) AND YEAR OF BIRTH | POSITION(S) HELD WITH TRUST, TERM OF OFFICE(2)AND LENGTH OF TIME SERVED | PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS | NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE(3) | OTHER DIRECTORSHIPS HELD OUTSIDE THE FUND COMPLEX(3)DURING THE PAST FIVE YEARS |
INDEPENDENT TRUSTEES | ||||
Jon Lukomnik 1956 (A)(G) | Trustee (since 2006) | Managing Partner, Sinclair Capital LLC (consulting firm). Formerly, Executive Director, Investor Responsibility Research Center Institute. | 11 | Member of the Deloitte Audit Quality Advisory Committee; Chairman of the Advisory Committee of Legion Partners; Member of the Standing Advisory Group to the Public Company Accounting Oversight Board; Director of VanEck ICAV (an Irish UCITS) and VanEck Vectors UCITS ETF plc (an Irish UCITS). Formerly, Director of VanEck (a Luxembourg UCITS); Chairman of the Board of the New York Classical Theatre. |
Jane DiRenzo Pigott 1957 (A)(G) | Trustee (since 2007) | Managing Director, R3 Group LLC (consulting firm). | 11 | Trustee of Northwestern University, Lyric Opera of Chicago and the Chicago Symphony Orchestra. Formerly, Director and Chair of Audit Committee of 3E Company (services relating to hazardous material safety); Director of MetLife Investment Funds, Inc. |
R. Alastair Short 1953 (A)(G) | Trustee (since 2004); Vice Chairperson of the Board and Chairperson of the Audit Committee (since 2006) | President, Apex Capital Corporation (personal investment vehicle). | 67 | Chairman and Independent Director, EULAV Asset Management; Director, Kenyon Review. Formerly, Independent Director, Tremont offshore funds. |
6
TRUSTEE’S NAME, ADDRESS(1) AND YEAR OF BIRTH | POSITION(S) HELD WITH TRUST, TERM OF OFFICE(2)AND LENGTH OF TIME SERVED | PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS | NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE(3) | OTHER DIRECTORSHIPS HELD OUTSIDE THE FUND COMPLEX(3)DURING THE PAST FIVE YEARS |
Richard D. Stamberger 1959 (A)(G) | Trustee (since 1995); Chairperson of the Board (since 2006) | President and CEO, SmartBrief, LLC (business media company). | 67 | Director, Food and Friends, Inc. |
Robert L. Stelzl 1945 (A)(G) | Trustee (since 2007); Chairperson of the Governance Committee (since 2017) | Co-Trustee, the estate of Donald Koll; Trustee, Robert D. MacDonald Trust; Trustee, GH Insurance Trusts. Formerly, Trustee, Joslyn Family Trusts; President, Rivas Capital, Inc. (real estate property management services company). | 11 | Director, Brookfield Office Properties, Inc., Brookfield Residential Properties, Inc., Brookfield DTLA Fund Office Trust Investor, Inc., Brookfield Property Finance ULC and Brookfield Property Split Corp. |
INTERESTED TRUSTEE NOMINEE | ||||
Jan F. van Eck(4) 1963 | Trustee (since 2019*); Chief Executive Officer and President (since 2010) | Director, President and Chief Executive Officer of Van Eck Associates Corporation (VEAC), Van Eck Absolute Return Advisers Corporation (VEARA) and Van Eck Securities Corporation (VESC); Officer and/or Director of other companies affiliated with VEAC and/or the Trust. | 67** | Director, National Committee on US-China Relations. |
| * | If elected by shareholders. |
| ** | Number of portfolios includes the four series of the Trust and the seven series of VanEck Funds, each of which would be overseen by Mr. van Eck if he is elected by the shareholders of the Trust and VanEck Funds, respectively. |
| (1) | The address for each Trustee is 666 Third Avenue, 9th Floor, New York, New York 10017. |
| (2) | Each Trustee serves during the continued lifetime of the Trust until his or her resignation, death, retirement or removal. The Board established a mandatory retirement policy applicable to all Independent Trustees, which provides that Independent Trustees shall resign from the Board on December 31 of the year such Trustee reaches the age of 75. |
7
| (3) | The Fund Complex consists of VanEck VIP Trust, VanEck Funds and VanEck Vectors ETF Trust. |
| (4) | If elected, Mr. van Eck would be an Interested Trustee. Mr. van Eck is an officer of VEAC and VESC. In addition, Mr. van Eck and members of his family own 100% of the voting stock of VEAC, which in turn owns 100% of the voting stock of VESC. |
| (A) | Member of the Audit Committee. |
| (G) | Member of the Governance Committee. |
8
CURRENT EXECUTIVE OFFICERS
OFFICER’S NAME, ADDRESS(1) AND YEAR OF BIRTH | POSITION(S) HELD WITH TRUST | TERM OF OFFICE AND LENGTH OF TIME SERVED(2) | PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS |
Matthew A. Babinsky 1983 | Assistant Vice President and Assistant Secretary | Since 2016 | Assistant Vice President, Assistant General Counsel and Assistant Secretary of VEAC, VEARA and VESC; Officer of other investment companies advised by VEAC and VEARA. Formerly, Associate, Clifford Chance US LLP. |
Russell G. Brennan 1964 | Assistant Vice President and Assistant Treasurer | Since 2008 | Assistant Vice President of VEAC; Officer of other investment companies advised by VEAC and VEARA. |
Charles T. Cameron 1960 | Vice President | Since 1996 | Portfolio Manager for VEAC; Officer and/or Portfolio Manager of other investment companies advised by VEAC and VEARA. Formerly, Director of Trading of VEAC. |
John J. Crimmins 1957 | Vice President, Treasurer, Chief Financial Officer and Principal Accounting Officer | Vice President, Chief Financial Officer and Principal Accounting Officer (since 2012); Treasurer (since 2009) | Vice President of VEAC and VEARA; Officer of other investment companies advised by VEAC and VEARA. Formerly, Vice President of VESC. |
F. Michael Gozzillo 1965 | Chief Compliance Officer | Since 2018 | Vice President and Chief Compliance Officer of VEAC and VEARA; Chief Compliance Officer of VESC; Officer of other investment companies advised by VEAC and VEARA. Formerly, Chief Compliance Officer of City National Rochdale, LLC and City National Rochdale Funds. |
9
OFFICER’S NAME, ADDRESS(1) AND YEAR OF BIRTH | POSITION(S) HELD WITH TRUST | TERM OF OFFICE AND LENGTH OF TIME SERVED(2) | PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS |
Laura Hamilton 1977 | Vice President | Since 2019 | Assistant Vice President of VEAC and VESC; Officer of other investment companies advised by VEAC and VEARA. Formerly, Operations Manager of Royce & Associates. |
Laura I. Martínez 1980 | Vice President and Assistant Secretary | Vice President (since 2016); Assistant Secretary (since 2008) | Vice President, Associate General Counsel and Assistant Secretary of VEAC, VEARA and VESC; Officer of other investment companies advised by VEAC and VEARA. Formerly, Assistant Vice President of VEAC, VEARA and VESC. |
James Parker 1969 | Assistant Treasurer | Since 2014 | Assistant Vice President of VEAC; Manager, Portfolio Administration of VEAC and VEARA; Officer of other investment companies advised by VEAC and VEARA. |
Jonathan R. Simon 1974 | Senior Vice President, Secretary and Chief Legal Officer | Senior Vice President (since 2016); Secretary and Chief Legal Officer (since 2014) | Senior Vice President, General Counsel and Secretary of VEAC, VEARA and VESC; Officer and/or Director of other companies affiliated with VEAC and/or the Trust. Formerly, Vice President of VEAC, VEARA and VESC. |
Jan F. van Eck 1963 | Chief Executive Officer and President | Since 2010 | Director, President and Chief Executive Officer of VEAC, VEARA and VESC; Officer and/or Director of other companies affiliated with VEAC and/or the Trust. |
| (1) | The address for each Executive Officer is 666 Third Avenue, 9th Floor, New York, NY 10017. |
| (2) | Officers are elected yearly by the Board. |
10
EXPERIENCE, QUALIFICATIONS AND ATTRIBUTES OF TRUSTEES
Described below for each Trustee nominee are entitled to vote in favorspecific experiences, qualifications, attributes or skills that support a conclusion that he or she should serve as a Trustee of such item "FOR" such an
adjournment, and will vote those proxies required to be voted against such item
"AGAINST" such an adjournment. A shareholder vote may be taken on the proposals
inTrust as of the date of this Proxy Statement prior to any such adjournment if sufficient votes have
been received and it is otherwise appropriate.
The affirmative vote of a pluralityin light of the votes cast atTrust’s business and structure. The role of an effective Trustee inherently requires certain personal qualities, such as integrity, as well as the Meetingability to comprehend, discuss and critically analyze materials and issues that are presented so that the Trustee may exercise judgment and reach conclusions in fulfilling his or her duties and fiduciary obligations. It is believed that the specific background of each Trustee nominee evidences those abilities and is appropriate to his or her serving on the electionBoard. Further information about each Trustee nominee is set forth in the table above describing the business activities and other directorships held by each Trustee nominee during the past five years.
Independent Trustees
Jon Lukomnik. Mr. Lukomnik has extensive business and financial experience, particularly in the investment management industry. He currently serves as: Managing Partner of Trustee is requiredSinclair Capital LLC, a consulting firm to electthe investment management industry; a Trustee. Each itemmember of proposal 2
requires approval by the lesser of (a) the vote of 67% or moreDeloitte LLP’s Audit Quality Advisory Council; chairman of the voting
securities presentAdvisory Committee of Legion Partners Asset Management, a registered investment advisor that provides investment management and consulting services to various institutional clients; and a member of the Standing Advisory Group to the Public Company Accounting Oversight Board.
Jane DiRenzo Pigott. Ms. Pigott has extensive business and financial experience and serves as Managing Director of R3 Group LLC, a firm specializing in talent retention, development and matriculation consulting services. Ms. Pigott has prior experience as an independent trustee of other mutual funds and previously served as chair of the global Environmental Law practice group at Winston & Strawn LLP.
R. Alastair Short. Mr. Short has extensive business and financial experience, particularly in the investment management industry. He has served as a meeting, ifpresident, board member or executive officer of various businesses, including asset management and private equity investment firms.
Richard D. Stamberger. Mr. Stamberger has extensive business and financial experience and serves as the holderspresident and chief executive officer of SmartBrief, LLC, a media company. Mr. Stamberger has experience as a member of the board of directors of numerous not-for-profit organizations and has more than 50%20 years of the
outstanding voting securities are present, or (b) the vote of more than 50% of
the outstanding shares (referred to hereinexperience as a "1940 Act Majority Vote").
Shareholdersmember of each applicable Fund will vote separately on each item of
Proposal 2. Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and with respect to which the broker does not
have discretionary voting authority. Abstentions and broker non-votes will be
counted as shares present for purposes of determining whether a quorum is
present. Accordingly, abstentions and broker non-votes effectively will be a
vote against an adjournment because the required vote is a percentage of the
shares present at the Meeting. Abstentions and broker non-votes will also
effectively count as votes against the Proposals, with the exception of the
Proposal to elect Trustees where the required vote is a plurality of the votes
cast at the Meeting.
4
COPIES OF VAN ECK WORLDWIDE INSURANCE TRUST'S MOST RECENT ANNUAL AND SEMI-ANNUAL
REPORTS, INCLUDING FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO
SHAREHOLDERS. SHAREHOLDERS MAY OBTAIN A FREE COPY OF VAN ECK WORLDWIDE INSURANCE
TRUST'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004, INCLUDING
AUDITED FINANCIAL STATEMENTS, AND/OR VAN ECK WORLDWIDE INSURANCE TRUST'S
SEMI-ANNUAL REPORT FOR THE PERIOD ENDED JUNE 30, 2005, BY CALLING TOLL-FREE AT
1-800-544-4653 OR BY MAILING A WRITTEN REQUEST TO VAN ECK WORLDWIDE INSURANCE
TRUST, 99 PARK AVENUE, NEW YORK, NEW YORK 10016.
PROPOSAL 1: TO ELECT TRUSTEES.
FUNDS TO WHICH THIS PROPOSAL APPLIES: ALL FUNDS
Proposal No. 1 relates to the election of Trustees to the Board of the Trust.
11
Robert L. Stelzl. Mr. Stelzl has extensive business and financial experience, particularly in the investment management and real estate industries. He currently serves as a trust-appointed trustee for a number of family trusts for which he provides investment management services.
Interested Trustee Nominee
Jan F. van Eck. Mr. van Eck has extensive business and financial experience in the investment management industry, and serves as president, executive officer and/or board member of various businesses, including the Adviser and the Distributor. As a result of Mr. van Eck’s senior positions with the Trust, at the Meeting. The BoardAdviser and the Distributor, Mr. van Eck has in-depth and longstanding knowledge regarding the Trust and the Funds and is asking shareholdersin a position to, among other things, continue to foster the relationship between the Funds and the Adviser and the Distributor and to provide access to resources for the benefit of the Trust to electand the following nominees as Trustees: Richard C. Cowell, Jon Lukomnik, David J.
Olderman, Ralph F. Peters, Wayne H. Shaner, R. Alastair Short,Funds.
CANDIDATE NOMINATION PROCESS
The Governance Committee evaluates and Richard D.
Stamberger. All of the nominees are not "interested persons" of the Trust, as
defined in the 1940 Act, and will qualify as Independent Trustees of the Trust
("Independent Trustees").
Each nominee has consented to serve as a Trustee and to being named in
this Proxy Statement. If elected, each nominee will serve as an Independent
Trustee until the next meeting of shareholders, if any, calledrecommends candidates for the purpose
of electing Trustees or until the election and qualification of a successor. If
a Trustee sooner dies, resigns, retires or is removed as provided in the
organizational documents of the Trust, the Board may, in its discretion and
subject to the 1940 Act, select another person to fill the vacant position.membership. The Board has adopted a mandatory retirement policywritten charter for Independent Trustees. Under
the mandatory retirement policy, anGovernance Committee, which is attached as Appendix B. The charter calls for the Governance Committee to evaluate Independent Trustee shall resigncandidates’ independence from the Board by December 31investment adviser and other principal service providers to the Trust. In doing so, the Governance Committee considers whether the candidates are independent in terms of the year by which he or she attains the age of 75, or
when a successor is duly appointedletter and assumes office, whichever occurs later.
With respect to Messrs. Cowell, Olderman, Peters and Stamberger, each of whom
was an Independent Trustee at the time this policy was adopted, it was decided
that these Independent Trustees shall be required to retire at the latter of age
75 or December 31, 2007.
Messrs. Cowell, Olderman, Peters, Short and Stamberger currently serve
as Independent Trusteesspirit of the Trust. Messrs. Cowell, Olderman, Peters and
Stamberger have been previously elected by shareholders1940 Act, including whether the effect of any relationships beyond those delineated in the 1940 Act might impair independence. In determining nominees’ qualifications for Board membership, the Governance Committee may consider such factors as it may determine to be relevant to fulfilling the role of being a member of the Trust. Mr. Short
has not previously been elected byBoard. In considering a candidate’s qualifications, the shareholders ofGovernance Committee generally considers the Trust. Messrs.
Lukomnikpotential candidate’s educational background, business or professional experience, and Shaner (the "New Nominees") are not currently Trustees of the
Trust. Pursuant to the mandatory retirement policyreputation. In addition, all candidates as members of the Board Messrs. Cowellmust demonstrate an ability and Peters will be requiredwillingness to retire no later than December 31, 2007. In
addition, Mr. Olderman has indicatedmake the considerable time commitment, including personal attendance at Board meetings, believed necessary to his or her function as an effective Board member. The Committee may adopt from time to time specific, minimum qualifications that the Committee believes a candidate must meet before being considered as a candidate for Board membership, subject to approval by the full Board.
The Governance Committee believes that diversity of backgrounds, skills, experience and geography benefits the Board, and it seeks candidates that he expects to retire fromwill provide the Board prior to attaining the mandatory retirement age. Mr. Jan F. van Eck,
who has beenwith a Trustee since 1998broad cross section of backgrounds, functional disciplines and currently serves as the only "interested"
Trustee of the Trust, has indicated to the Board his intention not to remain on
the Board as a Trustee and not to stand for election as a Trustee pursuant to
this Proxy Statement.
With respect to the New Nominees, the Trust's Governance Committee,
which consists of all the Independent Trustees, and consists solely of the
Independent Trustees, and which,
5
among other things, considers recommendations on nomination for Trustees,
reviewed the qualifications, experience and background of the New Nominees, each
of whom is not an "interested person" of the Trust. Based upon this review,experience. However, the Governance Committee recommended the New Nominees to the current Independent
Trustees as candidates for nominations as Independent Trustees. Athas not adopted a meeting on
December 8, 2005, the current Independent Trustees received the recommendation
of the Governance Committee. After discussion and consideration of, among other
things, their respective backgrounds, the current Independent Trustees voted to
nominate the New Nominees for election by shareholders.
The Board has considered the various aspects affecting the desirable
composition of the Board and the appropriate timing of submitting the New
Nominees to shareholder vote. These include the anticipated retirements of
Messrs. Cowell, Olderman and Peters prior to December 31, 2007; regulatory
requirements applicable to the election of mutual fund trustees; and the ongoing
regulatory inquiries involving the Adviser, as more fully describedformal policy in this Proxy Statement. regard.
12
The Board has determined that it would be in the best interest
of the Trust and its shareholders to continue with all the Independent Trustees
currently serving. In addition, the Board has determined that it would be in the
best interest of the Trust and its shareholders to elect additional Independent
Trustees at this time, so as to allow the new Independent Trustees time to serve
on the Board alongside the current Independent Trustees prior to the expected
retirement of Messrs. Cowell, Olderman and Peters, and facilitate an orderly
succession of Independent Trustee duties and responsibilities. The Board also
deems it advantageous at this time to enhance the Board's independence by having
a Board that is composed in its entirety of Independent Trustees.
The election of the Independent Trustees will become effective as of
March 7, 2006, the date of the next regularly scheduled meeting of the Board. As
of such date, the Board will be composed of 7 members, all of whom are
Independent Trustees. The 1940 Act requires that a majority of the Trustees be
elected by the shareholders of the Trust. In addition, under the 1940 Act, new
trustees cannot be appointed by the Trustees to fill vacancies unless, after
those appointments, at least two-thirds of the Trustees have been elected by
shareholders. Therefore, the New Nominees cannot become Independent Trustees
without an election by shareholders.
The persons named as proxies on the enclosed proxy card will vote FOR
the election of each of the Trustee Nominees unless the shareholder specifically
indicates on his or her proxy card a desire to withhold authority to vote for
any nominee. Each Trustee Nominee has consented to be named in this Proxy
Statement and has indicated a willingness to serve if elected. Neither the Board
nor management has any reason to believe that any Trustee Nominee will be
unavailable for election. However, if any of the Trustee Nominees should not be
available for election, the persons named as proxies (or their substitutes) may
vote for other persons in their discretion.
The following tables set forth certain information regarding
each of the Trustee Nominees and the officers of the Trust. Unless otherwise
noted, each of the Trustee Nominees and officers have engaged in the principal
occupation listed in the following table for five years or more.
6
INFORMATION REGARDING TRUSTEE NOMINEES FOR ELECTION AT MEETING
- ----------------------------- --------------- --------------------------------- ------------- ------------------------
NAME, ADDRESS(1) POSITION(S), PRINCIPAL NUMBER OF OTHER
AND AGE TERM OF OCCUPATION(S) PORTFOLIOS DIRECTORSHIPS
OFFICE(2) AND DURING PAST IN HELD OUTSIDE
LENGTH OF TIME FIVE YEARS FUND FUND COMPLEX
WITH THE COMPLEX(3)
TRUST OVERSEEN
- ----------------------------- --------------- --------------------------------- ------------- ------------------------
INDEPENDENT TRUSTEES:
- ----------------------------- --------------- --------------------------------- ------------- ------------------------
Richard C. Cowell Trustee Private investor 9 Director, West Indies
78(paragraph) ++ since 1985 & Caribbean
Development Ltd.;
Director/Trustee of
two other investment
companies advised by
the Adviser.
- ----------------------------- --------------- --------------------------------- ------------- ------------------------
Jon Lukomnik N/A Managing Partner, Sinclair N/A None
50 Capital LLC; Consultant to
various asset management
companies.
- ----------------------------- --------------- --------------------------------- ------------- ------------------------
David J. Olderman Trustee Private investor 9 Director, Greif, Inc.,
70(paragraph) ++ since 1994 Ladig, Inc.; Minnesota
Public Radio; Director/
Trustee of two other
investment companies
advised by the Adviser.
- ----------------------------- --------------- --------------------------------- ------------- ------------------------
Ralph F. Peters Trustee Private investor 9 Director/Trustee of
76(paragraph) ++ since 1987 two other investment
companies advised by
the Adviser.
- ----------------------------- --------------- --------------------------------- ------------- ------------------------
7
- ----------------------------- --------------- --------------------------------- ------------- ------------------------
NAME, ADDRESS(1) POSITION(S), PRINCIPAL NUMBER OF OTHER
AND AGE TERM OF OCCUPATION(S) PORTFOLIOS DIRECTORSHIPS
OFFICE(2) AND DURING PAST IN HELD OUTSIDE
LENGTH OF TIME FIVE YEARS FUND FUND COMPLEX
WITH THE COMPLEX(3)
TRUST OVERSEEN
- ----------------------------- --------------- --------------------------------- ------------- ------------------------
Wayne H. Shaner N/A Public Member Investment N/A Director and Chairman
58 Committee, Maryland State of the Board, The
Retirement System since 1991; Torray Funds, since
Managing Partner, Rockledge 1993.
Partners LLC, since September
2003; Vice President,
Investments, Lockheed Martin
Corporation (formerly Martin
Marietta Corporation),
1976-September 2003.
- ----------------------------- --------------- --------------------------------- ------------- ------------------------
R. Alastair Short Vice Chairman Managing Director, The N/A Director/Trustee of
52 Trustee since GlenRockGroup, LLC (private two other investment
June 2004 equity investment firm), May1, companies advised by
2004 to present; President, the Adviser.
Apex Capital Corporation
(personal invesment vehicle),
Jan. 1999 - May 1, 2004;
President, Matrix Global
Investments (investment
company), July 1997 - Jan. 1999
- ----------------------------- --------------- --------------------------------- ------------- ------------------------
Richard D. Stamberger Chairman President and CEO, SmartBrief. 9 Director/Trustee of
46(paragraph) ++ Trustee since Com; Partner and Co-founder, two other investment
1994 Quest Partners, LLC; Executive companies advised by
Vice President and Chief the Adviser.
Operating Officer, NuCable
Resources Corporation
- ----------------------------- --------------- --------------------------------- ------------- ------------------------
8
- ----------------------------- --------------- --------------------------------- ------------- ------------------------
NAME, ADDRESS(1) POSITION(S), PRINCIPAL NUMBER OF OTHER
AND AGE TERM OF OCCUPATION(S) PORTFOLIOS DIRECTORSHIPS
OFFICE(2) AND DURING PAST IN HELD OUTSIDE
LENGTH OF TIME FIVE YEARS FUND FUND COMPLEX
WITH THE COMPLEX(3)
TRUST OVERSEEN
- ----------------------------- --------------- --------------------------------- ------------- ------------------------
- ----------------------------- --------------- --------------------------------- ------------- ------------------------
- ----------------------------- --------------- --------------------------------- ------------- ------------------------
(1) The address for each Trustee and officer is 99 Park Avenue, 8th
Floor, New York, New York 10016.
(2) Each Trustee serves until resignation, death, retirement or
removal. The Board established a mandatory retirement policy
applicable to all Independent Trustees, which provides that
Independent Trustees shall resign from the Board on December 31
of the year such Trustee reaches the age of 75. With respect to
the Trustees currently serving, the mandatory retirement policy
requires retirement at the latter of age 75 or after December 31,
2007. Officers are elected yearly by the Trustees.
(3) The Fund Complex consists of Van Eck Funds, Van Eck Funds, Inc.
and Van Eck Worldwide Insurance Trust.
++ Member of the Governance Committee.
(paragraph) Member of the Audit Committee.
The Van Eck family currently owns 100% of the shares of the Funds'
Adviser. The investment adviser and manager of the Funds is Van Eck Associates
Corporation (the "Adviser"), a Delaware corporation, pursuant to an Advisory
Agreement with the Trust. John C. van Eck, Sigrid van Eck, Jan F. van Eck and
Derek S. van Eck own 100% of the voting stock of the Adviser.
INFORMATION ABOUT THE TRUST'S OFFICERS
The executive officers of the Trust are elected annually by the Board
of Trustees. Each officer holds the office until the qualification of his or her
successor. The names, birthdates and principal occupations during the past five
years of the Trust's current executive officers are set forth in the table
below.
9
OFFICERS:
- ----------------------------- ---------------------------- -----------------------------------------------------------
OFFICER'S NAMES, POSITION(S), PRINCIPAL OCCUPATIONS
ADDRESS(1) AND TERM OF OFFICE(2) AND DURING PAST FIVEYEARS
AGE LENGTH OF TIME
WITH THE TRUST
- ----------------------------- ---------------------------- -----------------------------------------------------------
Heidi L. Cain Assistant Secretary and Staff Attorney, Van Eck Associates Corporation since
27 Assistant Vice President January 2005; Student, New York University School of Law,
since December 2005 August 2003 - May 2004; Student, Golden Gate University
School of Law, August 2000 - August 2003; Legal
Investigator, Northern California Innocence Project,
January 2003 - July 2003; Legal Extern, Hon. Phyllis J.
Hamilton, Federal District Court Judge for the Northern
District of California, September 2002 - December 2002;
Law Clerk, Law Offices of Jeffrey Schwartz, September
2001 - January 2003; Legal Assistant, Buchman & O'Brien,
September 2000 - August 2001.
- ----------------------------- ---------------------------- -----------------------------------------------------------
Charles T. Cameron Vice President since 1996 President, Worldwide Bond Fund; Director of Trading, Van
43 Eck Associates Corporation; Co-Portfolio Manager,
Worldwide Bond Fund Series; Officer of another investment
company advised by the Adviser
- ----------------------------- ---------------------------- -----------------------------------------------------------
Keith J. Carlson Chief Executive Officer Managing Director, Van Eck Securities Corporation since
49 and President since 2004 February 2004; Private Investor, June 2003-January 2004;
Independent Consultant, Waddell & Reed, Inc., April 2002-
May 2003; Senior Vice President, Waddell & Reed, Inc., December
2002-March 2003; President/Chief Executive Officer/Directors,
Ivy Mackenzie Distributors, Inc., June 1993-December 2002;
Chairman/Director/President, Ivy Mackenzie Services
Corporation, June 1993-December 2002; Chairman/Director/Senior
Vice President, Ivy Management Inc., January 1992-December
2002; President/Chief Executive Officer/Director/Executive Vice
President/Senior Vice President, April 1985-December 2002.
- ----------------------------- ---------------------------- -----------------------------------------------------------
Susan C. Lashley Vice President since 1988 Vice President, Van Eck Associates Corporation; Vice
50 President, Mutual Fund Operations, Van Eck Securities
Corporation; Officer of two other investment companies
advised by the Adviser
- ----------------------------- ---------------------------- -----------------------------------------------------------
Thaddeus Leszczynski Chief Compliance Officer Chief Compliance Officer, Van Eck Absolute Return
59 since September 2005 Advisers Corporation and Van Eck Associates Corporation
since September 2005; Founder and Vice President, EARN
Corporation, July 2004 to present; Private Practice Lawyer,
January 2002 to present; Executive Vice President, Asin
Financial Network Ltd., September 2000 - January 2001; Vice
President, Prudential Insurance Company, March 1998 - August
2000.
- ----------------------------- ---------------------------- -----------------------------------------------------------
10
- ----------------------------- ---------------------------- -----------------------------------------------------------
OFFICER'S NAMES, POSITION(S), PRINCIPAL OCCUPATIONS
ADDRESS(1) AND TERM OF OFFICE(2) AND DURING PAST FIVEYEARS
AGE LENGTH OF TIME
WITH THE TRUST
- ----------------------------- ---------------------------- -----------------------------------------------------------
Thomas K. Lynch Vice President and Vice President, Treasurer and Controller, Van Eck
49 Treasurer since 2005 Associates Corporation, since April 2005; Second Vice
President, Investment Reporting, Teachers Personal Investors
Services, Inc., September 1996 to April 2005; Director,
TIAA-CREF Individual & Institutional Services, Inc.,
January 1996 to April 2005; Senior Manager, Audits, Grant
Thornton, December 1993 to January 1996; Senior Manager,
Audits, McGladrey & Pullen, December 1986 to December 1993.
- ----------------------------- ---------------------------- -----------------------------------------------------------
Joseph J. McBrien Senior Vice President and Senior Vice President and General Counsel, Van Eck Associates
57 Secretary since December Corporation since November 2005; Managing Director,
2005 Chatsworth Securities LLC, March 2001-November 2005; Private
Investor/Consultant, September 2000- February 2001;
Executive Vice President and General Counsel, Mainstory
Management LLC, September 1999- August 2000.
- ----------------------------- ---------------------------- -----------------------------------------------------------
Bruce J. Smith Vice President and Controller, Van Eck Funds; Senior Vice President and
50 Treasurer since 1985 Chief Financial Officer, Van Eck Associates Corporation,
Van Eck Securities Corporation and other
affiliated companies; Officer of two other
investment companies advised by the Adviser
- ----------------------------- ---------------------------- -----------------------------------------------------------
Jan F. van Eck Executive Vice President Director, Van Eck Associates Corporation; President and
42+ since 2005 Director, Van Eck Securities Corporation and other
affiliated companies; President and Director, Van Eck
Capital, Inc.; President and Director, Van Eck Absolute
Return Advisers Corporation; Director, Greylock Capital
Associates LLC.
- ----------------------------- ---------------------------- -----------------------------------------------------------
Derek S. van Eck Executive Vice President President of Worldwide Hard Assets Fund series and the
41+ Since 2004 Worldwide Real Estate Fund series of Van Eck Worldwide
Insurance Trust and the Global Hard Assets Fund series of
Van Eck Funds; Executive Vice President and Director,
Global Investments; President and Director of Van Eck
Associates Corporation; Executive Vice President and
Director, Van Eck Securities Corporation and other
affiliated companies; Director, Greylock Capital
Associates LLC.
- ----------------------------- ---------------------------- -----------------------------------------------------------
- ---------------------
(1) The address for each Trustee and officer is 99 Park Avenue, 8th
Floor, New York, New York 10016.
(2) Each Trustee serves until resignation, death, retirement or
removal. The Board established a mandatory retirement policy
applicable to all Independent Trustees, which provides that
Independent Trustees shall resign from the Board on December 31
of the year such Trustee reaches the age of 75. With respect to
the Trustees currently serving, the mandatory retirement policy
requires retirement at the latter of age 75 or December 31, 2007.
Officers are elected yearly by the Trustees.
(3) The Fund Complex consists of the Van Eck Funds, Van Eck Funds,
Inc. and Van Eck Worldwide Insurance Trust.
+ An "interested person" as defined in the 1940 Act. Jan F. van Eck
and Derek S. van Eck are interested persons by virtue of their
ownership of shares of and position on the Board of Directors of
the investment adviser.
++ Member of the Governance Committee.
(paragraph) Member of the Audit Committee.
11
TRUSTEE COMPENSATION
A compensation schedule for the independent Trustees was established by
the Governance Committee and approved by the Board. The Trustee compensation
schedule generally includes the following for the entire Van Eck fund complex:
i) a retainer in the amount of $5,000 per quarter, ii) a meeting fee in the
amount of $5,000 per meeting in which the Trustee participates either in person
or via telephone, iii) a fee in the amount of $2,500 per quarter to the
Chairman, and iv) a fee in the amount of $750 per quarter to the chairpersons of
both the Audit Committee and the Governance Committee. The table below includes
certain information relating to the compensation of the Trustees paid by the
Trust for the fiscal year ended December 31, 2005. Annual Trustee fees may be
reviewed periodically and changed by the Trust's Board.
COMPENSATION TABLE
Total
Pension or Estimated Compensation
Retirement Annual From the Trust
Aggregate Deferred Benefits Accrued Benefits and the Fund
Compensation Compensation as Part of the Upon Complex Paid to
Name of Director From the Trust From the Trust Trust's Expenses Retirement Trustee
- ---------------- -------------- -------------- ---------------- ---------- ---------------
Richard C. Cowell $ $ N/A N/A $
David J. Olderman $ $ N/A N/A $
Ralph F. Peters $ $ N/A N/A $
R. Alastair Short* $ $ N/A N/A $
Richard D. Stamberger* $ $ N/A N/A $
* Effective January 1, 2006, Mr. Stamberger became Chairman of the Board
and Mr. Short became Vice Chairman.
TRUSTEE NOMINEE SHARE OWNERSHIP
The following table sets forth the dollar range of equity securities
beneficially owned by each Trustee and Trustee Nominee in the Trust and in all
registered investment companies in the Fund Complex as of December 31, 2005.
12
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
DOLLAR RANGE OF REGISTERED INVESTMENT
TRUSTEE NOMINEE EQUITY SECURITIES COMPANIES OVERSEEN BY
NAME OF TRUSTEE OR IN THE TRUST TRUSTEE IN FUND COMPLEX
- ------------------ -------------------- ---------------------------
Richard C. Cowell [None] [None]
David J. Olderman [None] [None]
Ralph F. Peters [$10,001-$50,000] [$10,001-$50,000]
R. Alastair Short [None] [None]
Richard D. Stamberger [None] [None]
TRUSTEE NOMINEES
Jon Lukomnik [None] [None]
Wayne H. Shaner [None] [None]
BOARD OF TRUSTEES AND COMMITTEE MEETINGS
The Board of Trustees is responsible for supervising the operation
of the Trust. It establishes the major policies, and provides guidelines to the
Advisor and others who provide services to the Trust. The Board of Trustees met
5 times during the Trust's fiscal year ended December 31, 2005. Each Trustee
attended at least 75% of the total number of meetings of the Board. Since
January 1, 2006, Richard D. Stamberger has served as the Chairman of the Board,
and R. Alastair Short as Vice Chairman. The Board of Trustees has an Audit
Committee and a Corporate Governance Committee.
AUDIT COMMITTEE
During the 2004 fiscal year, the members of the Audit Committee were
Richard C. Cowell, David J. Olderman, Ralph F. Peters, R. Alastair Short, and
Richard D. Stamberger, all of which are Independent Trustees. This Committee met
twice during 2005. Each committee member attended at least 75% of the total
number of meetings of the Audit Committee. The duties of this Committee include
meeting with representatives of the Company's independent accountants to review
fees, services, procedures, conclusions and recommendations of independent
auditors and to discuss the Company's system of internal controls. Thereafter,
the Committee reports to the Board of the Committee's findings and
recommendations concerning internal accounting matters as well as its
recommendation for retention or dismissal of the auditing firm. The Audit
Committee Charter, specifically describing the duties of this committee, is
attached as Exhibit B. Currently, the Audit Committee's financial experts are
David J. Olderman and R. Alastair Short. Mr. Short has served as the Chairman of
the Audit Committee since January 1, 2006.
GOVERNANCE COMMITTEE
During the 2004 fiscal year, the members of the Governance Committee of
the Board of Trustees were Richard C. Cowell, David J. Olderman, Ralph F.
Peters, R. Alastair Short, and Richard D. Stamberger, all of which are
Independent Trustees. This Committee met [XXXX] during 2004. Each Committee
member attended at least 75% of the total number of meetings of the Governance
Committee. The duties of this Committee include consideration of
13
recommendations on nominations for Trustees, review of the composition of the
Board, and recommendations of meetings, compensation and similar corporate
matters. The Charter, which includes the policies, procedures and
responsibilities of the Governance Committee, is attached as Exhibit C. Mr.
Peters has served as the Chairman of the Governance Committee since January 1,
2006.
The Independent Trustees are solely responsible for nominating
Independent Trustees for election by shareholders. All Trustees considered for
appointment or nomination are required to complete a questionnaire designed to
elicit information concerning his or her real or perceived independence in
relation to the Trust, other Van Eck funds, the Adviser or any of their
affiliated persons, any potential conflicts of interest, and other factual
information necessary for compliance with the securities laws.
The Independent Trustees shall, when identifyingrecommending candidates for the position of Independent Trustee, consider candidates recommended by a shareholder of a Fund if such recommendation provides sufficient background information concerning the candidate and evidence that the candidate is willing to serve as an Independent Trustee if selected, and is received in a sufficiently timely manner. Shareholders should address recommendations in writing to the attention of the Governance Committee, c/o the Secretary of the Trust. The Secretary shall retain copies of any shareholder recommendations which meet the foregoing requirements for a period of not more than 12 months following receipt. The Secretary shall have no obligation to acknowledge receipt of any shareholder recommendations.
ADDITIONAL INDEPENDENT TRUSTEES SESSIONS
BOARD LEADERSHIP STRUCTURE
The Board has general oversight responsibility with respect to the operation of the Trust and the Funds. The Board has engaged VEAC to serve as the investment adviser for the Funds and is responsible for overseeing the provision of services to the Trust and the Funds by VEAC and the other service providers in accordance with the provisions of the 1940 Act and other applicable laws. The Board is currently composed of five Trustees, each of whom is an Independent Trustee. In addition to five regularly scheduled meetings per year, the Independent Trustees meet regularly in executive sessions among themselves and with their counsel to consider a variety of matters affecting the Trust. These sessions generally occur prior to, or during, scheduled Board meetings and at such other times as the Independent Trustees may deem necessary. COMMUNICATIONEach Trustee attended 100% of the total number of meetings of the Board in the year ending December 31, 2018, of which there were five. As discussed in further detail below, the Board has established two standing committees to assist the Board in performing its oversight responsibilities.
The Board believes that the Board’s leadership structure is appropriate in light of the characteristics and circumstances of the Trust and each of the Funds, including factors such as the number of Funds that comprise the Trust, the variety of asset classes in which those Funds invest, the net assets of the Funds, the committee structure of the Trust, and the management, distribution and other service arrangements of the Funds. In connection with its determination, the Board considered that the Chairperson of the Board and the Chairperson of each Board committee is an Independent Trustee, and that if Mr. van Eck were to be elected to the Board, five out of the six Trustees would be Independent Trustees. In addition, to further align the Independent Trustees interests’ with those of Fund shareholders, the Board has, among other things, adopted a policy requiring each Independent Trustee to maintain a minimum direct or indirect investment in the Funds.
The Chairperson presides at all meetings of the Board and participates in the preparation of the agenda for such meetings. He also serves as a liaison with management, service providers, officers, attorneys, and the other Independent Trustees generally between meetings. The Chairperson may also perform other such functions as may be delegated by the Board from time to time. The Independent
13
Trustees believe that the Chairperson’s independence facilitates meaningful dialogue between the Adviser and the Independent Trustees. Except for any duties specified herein or pursuant to the Trust’s Master Trust Agreement, the designation of Chairperson does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.
The Independent Trustees regularly meet outside the presence of management and are advised by independent legal counsel. The Board believes that its Committees help ensure that the Trust has effective and independent governance and oversight. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from management of the Trust and from the Adviser, and that the addition of Mr. van Eck to the Board will further facilitate such information.
RISK OVERSIGHT
The Funds and the Trust are subject to a number of risks, including investment, compliance, operational, and valuation risks. Day-to-day risk management functions are within the responsibilities of the Adviser, the Distributor and the other service providers (depending on the nature of the risk) that carry out the Funds’ investment management, distribution and business affairs. Each of the Adviser, the Distributor and the other service providers have their own, independent interests and responsibilities in risk management, and their policies and methods of carrying out risk management functions will depend, in part, on their individual priorities, resources and controls.
Risk oversight forms part of the Board’s general oversight of the Funds and the Trust and is addressed through various activities of the Board and its Committees. As part of its regular oversight of the Funds and Trust, the Board, directly or through a Committee, meets with representatives of various service providers and reviews reports from, among others, the Adviser, the Distributor, the Chief Compliance Officer of the Funds, and the independent registered public accounting firm for the Funds, regarding risks faced by the Funds and relevant risk management functions. The Board, with the assistance of management, reviews investment policies and related risks in connection with its review of the Funds’ performance and its evaluation of the nature and quality of the services provided by the Adviser. The Board has appointed a Chief Compliance Officer for the Funds who oversees the implementation and testing of the Funds’ compliance program and reports to the Board regarding compliance matters for the Funds and their principal service providers. The Chief Compliance Officer’s designation, removal and compensation must be approved by the Board, including a majority of the Independent Trustees. Material changes to the compliance program are reviewed by and approved by the Board. In addition, as part of the Board’s periodic review of the Funds’ advisory, distribution and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for
14
which they are responsible, including the manner in which such service providers implement and administer their codes of ethics and related policies and procedures. For certain of its service providers, such as the Adviser and Distributor, the Board also receives reports periodically regarding business continuity and disaster recovery plans, as well as actions being taken to address cybersecurity and other information technology risks. With respect to valuation, the Board approves and periodically reviews valuation policies and procedures applicable to valuing the Funds’ shares. The Adviser is responsible for the implementation and day-to-day administration of these valuation policies and procedures and provides reports periodically to the Board regarding these and related matters. In addition, the Board or the Audit Committee of the Board receives reports at least annually from the independent registered public accounting firm for the Funds regarding tests performed by such firm on the valuation of all securities. Reports received from the Adviser and the independent registered public accounting firm assist the Board in performing its oversight function of valuation activities and related risks.
The Board recognizes that not all risks that may affect the Funds and the Trust can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks to achieve the Funds’ or Trust’s goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Board that may relate to risk management matters are typically summaries of the relevant information. As a result of the foregoing and other factors, the function of the Board with respect to risk management is one of oversight and not active involvement in, or coordination of, day-to-day risk management activities for the Funds or Trust. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.
COMMITTEES OF THE BOARD
The Board has established a standing Audit Committee and a standing Governance Committee to assist the Board in the oversight and direction of the business and affairs of the Trust. Currently, each Committee is comprised of all of the members of the Board, all of whom are Independent Trustees. Should Mr. van Eck be elected to the Board, he would not be a member of either Committee as he would be an Interested Trustee.
Audit Committee. This Committee met two times during 2018. The duties of this Committee include meeting with representatives of the Trust’s independent registered public accounting firm to review fees, services, procedures, conclusions and recommendations of independent registered public accounting firms and to discuss the Trust’s system of internal controls. Thereafter, the Committee reports to the Board the Committee’s findings and recommendations concerning internal accounting matters as well as its recommendation for retention or dismissal of the auditing firm. Except for any duties specified herein or pursuant to the Trust’s charter document, the designation of Chairperson of the Audit Committee does not
15
impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally. Currently, Mr. Short serves as the Chairperson of the Audit Committee. A copy of the Trust’s Audit Committee Charter is provided in Appendix C.
Governance Committee. This Committee met four times during 2018. The duties of this Committee include the consideration of recommendations to the Independent Trustees and the full Board candidates for the Board nominations for Trustees, review of the composition of the Board, compensation and similar matters. In addition, the Governance Committee periodically reviews the performance of the Board and its Committees, including the effectiveness and composition of the overall Board, Board’s Committees, and the Chairperson of the Board and other related matters. When considering potential nominees for election to the Board and to fill vacancies occurring on the Board, where shareholder approval is not required, and as part of the annual self-evaluation, the Governance Committee reviews the mix of skills and other relevant experiences of the Trustees. Currently, Mr. Stelzl serves as the Chairperson of the Governance Committee. A copy of the Trust’s Governance Committee Charter is provided in Appendix B.
TRUSTEE NOMINEE OWNERSHIP OF FUND SHARES
For each Trustee nominee, the dollar range of equity securities beneficially owned by the Trustee in the Funds and in all registered investment companies advised by the Advisers or their affiliates (“Family of Investment Companies”) that are overseen by the Trustee nominees as of December 31, 2018 is shown below. Also shown below are the Trustees’ interests in the Funds that are owned through the Trust’s deferred compensation plan, and while they are economic interests in the specified Funds they do not represent beneficial ownership of the specified Fund’s shares.
Name of Trustee Nominee | Dollar Range of Equity Securities in the Trust* | Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen By Trustee In Family of Investment Companies | ||||
Independent Trustees | ||||||
Jon Lukomnik | None | Over $100,000* | ||||
Jane DiRenzo Pigott | None | Over $100,000* | ||||
R. Alastair Short | None | $50,001 - $100,000 | ||||
Richard D. Stamberger | None | Over $100,000* | ||||
Robert L. Stelzl | None | Over $100,000* | ||||
Interested Trustee | ||||||
Jan F. van Eck(1) | None | Over $100,000 | ||||
| (1) | Jan F. van Eck and members of his family own 100% of the voting stock of VEAC. VEAC owns 100% of the voting stock of VESC. |
| * | Includes ownership through the Trust’s deferred compensation plan as of December 31, 2018. |
16
As of March 31, 2019, all of the Trustees and officers, as a group, owned less than 1% of each Fund, and each class of each Fund.
As to each Independent Trustee and his/her immediate family members, as of March 31, 2019, no person owned beneficially or of record securities in an investment manager or principal underwriter of the Funds, or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the investment manager or principal underwriter of the Funds.
TRUSTEE COMPENSATION
The Independent Trustees are paid for services rendered to the Trust and VanEck Funds (the “VanEck Trusts”), each a registered investment company managed by the Adviser or its affiliates, with such compensation allocated to each series of the VanEck Trusts based on their average daily net assets. The table below shows the compensation paid to the Independent Trustees for the fiscal year ended December 31, 2018.
All of the Independent Trustees are eligible to participate in the Trust’s deferred compensation plan. Under the terms of the deferred compensation plan, each Independent Trustee may elect to defer payment of all or part of the fees payable for such Trustee’s services and thereby shares in the experience alongside the Funds’ shareholders as the compensation deferred increases or decreases depending on the investment performance of the Funds on which such Trustee’s deferral account is based. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Trust’s deferred compensation plan. The value of a participating Trustee’s deferral account is based on notional investments of deferred amounts, on the normal payment dates, in the Funds, that are designated by the participating Trustee. Pursuant to the Trust’s deferred compensation plan, payments due under the deferred compensation plan are unsecured obligations of the Trust.
17
Annual Trustee fees may be reviewed periodically and changed by the Board. As an Interested Trustee, Mr. van Eck, if elected, would not receive compensation from the Trust.
Independent Trustees | ||||||||||||||||||
Jon Lukomnik(1) | Jane DiRenzo Pigott(2) | Wayne H. Shaner(3) | R. Alastair Short | Richard D. Stamberger(4) | Robert L. Stelzl(5) | |||||||||||||
Aggregate Compensation from the VanEck Trusts | $ | 115,000 | $ | 115,000 | $ | 115,000 | $ | 130,000 | $ | 145,000 | $ | 130,000 | ||||||
Aggregate Deferred Compensation from the VanEck Trusts | $ | 57,500 | $ | 0 | $ | 20,000 | $ | 0 | $ | 14,500 | $ | 0 | ||||||
Pension or Retirement Benefits Accrued as Part of the VanEck Trusts’ Expenses | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||
Estimated Annual Benefits Upon Retirement | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||
Total Compensation From the VanEck Trusts and the Fund Complex(6) Paid to Trustee | $ | 115,000 | $ | 115,000 | $ | 115,000 | $ | 356,000 | $ | 363,042 | $ | 130,000 | ||||||
| (1) | As of December 31, 2018, the value of Mr. Lukomnik’s account under the deferred compensation plan was $750,327. |
| (2) | As of December 31, 2018, the value of Ms. Pigott’s account under the deferred compensation plan was $519,615. |
| (3) | Mr. Shaner resigned as a Trustee as of December 2018. As of December 31, 2018, the value of Mr. Shaner’s account under the deferred compensation plan was $105,831. |
| (4) | As of December 31, 2018, the value of Mr. Stamberger’s account under the deferred compensation plan was $1,083,020. |
| (5) | As of December 31, 2018, the value of Mr. Stelzl’s account under the deferred compensation plan was $386,011. |
| (6) | The “Fund Complex” consists of the VanEck Trusts and VanEck Vectors ETF Trust. |
SHAREHOLDER COMMUNICATIONS WITH TRUSTEES
Correspondence intended for an individual Trustee or for the Board may be sent to the attention of the individual Trustee or to the Board, in the care of the Secretary of the Trust, at 99 Park666 Third Avenue, 8th Floor, New York, New York
10016.NY 10017. All communications addressed to the Board of Trustees or any individual Trustee will be logged and sent to the Board or individual Trustee. The Trust does not hold annual meetings of shareholders and, therefore, does not have a policy with respect to Trustees'Trustees’ attendance at such meetings.
18
REQUIRED VOTE: Election of each nominee as a TrusteeVOTE
Approval of the TrustProposal requires the vote of a plurality of the votes cast at a shareholders’ meeting at which quorum is present. The presence at the Meeting, in person or by proxy, provided thatof a majority of the shares entitled to vote is required for a quorum, is present. All shares of all Funds will vote
as a single class for Proposal 1. Shareholders who vote FOR Proposal 1 will vote
FOR each nominee. THOSE SHAREHOLDERS WHO WISH TO WITHHOLD THEIR VOTE ON ANY
SPECIFIC NOMINEE(S) MAY DO SO ON THE PROXY CARD.
14
-----------------------
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" EACH OF THE NOMINEES IN PROPOSAL 1
----------------------
PROPOSAL 2 - TO MODERNIZE THE FUNDS' INVESTMENT RESTRICTIONS
ABOUT THE FUNDS' INVESTMENT POLICIES
The Funds have adopted certain investment restrictions or policies that
are "fundamental," meaning that as a matter of law they cannot be changed
without shareholder approval. Restrictions and policies that the Funds have not
designated as being fundamental are considered to be non-fundamental andthough any lesser amount may be changed without shareholder approval. All mutual funds are required to adopt
fundamental policies with respect to a limited number of matters.
MODERNIZING THE FUNDS' INVESTMENT POLICIES
sufficient for adjournment.
The Board of Trustees, together with the Funds' Adviser, has reviewed
the Funds' current fundamental restrictions and has concludedrecommends that certain
restrictions should be modified or eliminated based on the development of new
practices and changes in applicable law and to facilitate administration of the
Funds. Over time, the Funds have adopted fundamental restrictions to reflect
certain regulatory, business or industry conditions. Changes in applicable law
now permit investment companies like the Funds to eliminate certain of these
restrictions. Some of the Funds' current restrictions may also limit a Fund from
investing in a security that is both consistent with its investment objective
and considered by the portfolio manager to be a good investment for such Fund.
The revised restrictions maintain important investor protections while
providing flexibility to respond to changing markets, new investment
opportunities and future changes in applicable law. In some cases, only
technical changes are being made to simplify the language of the restriction or
standardize the language among the funds in the Van Eck fund complex. The
proposed modifications are expected to facilitate the management of the Funds'
assets and simplify the process of monitoring compliance with investment
restrictions.
The current investment restrictions are listed in the "Investment
Restrictions" section of the Funds' statement of additional information. Both
the Funds' current investment restrictions and the proposed investment
restrictions are additionally listed in Exhibit A, attached hereto. The Funds'
registration statement, which includes the prospectus and statement of
additional information, will be revised to reflect the changes to the
restrictions, as part of its annual update.
CONFORMING THE FUNDS' INVESTMENT POLICIES
The Boards of Directors/Trustees of four other funds in the Van Eck
fund complex: Emerging Markets Fund, Global Hard Assets Fund and International
Investors Gold Fund (each a series of Van Eck Funds) and Mid-Cap Value Fund (the
sole series of Van Eck Funds, Inc.) are
15
recommending that similar changes be made to the investment restrictions of
those funds. The purpose of these parallel proposals is to conform the policies
among the Funds in the Van Eck fund complex. The Board of Trustees believes that
these changes will promote administrative convenience and provide the Funds with
increased investment flexibility. The effect of implementing these proposals
should be to reduce the compliance burdens of monitoring, and ensuring
compliance with, varying sets of policies among certain funds in the Van Eck
fund complex. The revised restrictions (with variations required by the specific
investment focus of each fund) will be the standard form for funds in the Van
Eck fund complex.
NO CHANGE TO YOUR FUNDS' INVESTMENT OBJECTIVES
[The Board of Trustees does not believe that any of these changes will
materially impact the way the Funds are managed in the immediate future.] The
revised restrictions do not affect the investment objectivesshareholders of the Funds which
remain unchanged. The revised restrictions may give the Funds an increased
ability to engage in certain activities. However, the proposed modifications are
not expected to significantly affect the manner in which the Funds are managed,
the investment program of the Funds or the investment performance of the Funds.
The Adviser represented to the Board of Trustees that it will not exercise any
of the expanded authority permitted under the revised restrictions without
seeking specific Board approval, and, in the case of any material change, giving
shareholders sixty days' advance notice.
WHAT YOU SHOULD CONSIDER
You are being asked to vote on the changes recommended by the Board of
Trustees because the restrictions are fundamental and may be changed only with
shareholder approval, as required by the 1940 Act. The Board of Trustees expects
that you will benefit from the proposed changes to your Fund's fundamental
investment restrictions in several ways, including:
o The proposed changes expand the range of investment
opportunities and techniques available to manage each Fund's
portfolio.
o The Board of Trustees will have additional flexibility to
respond more quickly to new developments and changing trends
in the marketplace when it determines that a response is both
appropriate and prudent.
o By minimizing the number of policies that can be changed only
by shareholder vote, the Board of Trustees will have greater
flexibility to modify policies of the Fund, as appropriate, in
response to changing markets and in light of new investment
opportunities and instruments. The Fund will then be able to
avoid the costs and delays associated with holding a
shareholder meeting when making changes to investment policies
that, at a future time, the Board of Trustees consider to be
in the best interests of the Fund.
o The proposed changes to the Fund's investment restrictions are
designed to produce a clearer, more concise and streamlined
set of restrictions, which also will facilitate the compliance
efforts of the Fund.
16
o The Boards of Directors/Trustees of the following funds in the
Van Eck fund complex are making similar proposals to their
shareholders: Van Eck Funds and Van Eck Funds, Inc.
In order to fully benefit from the proposed changes, the Board of
Trustees may change some of the non-fundamental policies of the Funds.
To the extent multiple proposals apply to the Funds, the adoption of
any of these proposals is not contingent on the adoption of any other proposal.
PROPOSAL 2-A: TO MODIFY THE FUNDAMENTAL INVESTMENT RESTRICTION ON BORROWING.
FUNDS TO WHICH THIS PROPOSAL APPLIES: WORLDWIDE BOND FUND, WORLDWIDE
EMERGING MARKETS FUND, WORLDWIDE HARD ASSETS FUND AND WORLDWIDE REAL ESTATE
FUND.
If shareholders of a Fund approve Proposal 2-A, the Fund's current
fundamental investment restriction on borrowing, set forth in Exhibit A to this
Proxy Statement, would be modified to read as follows:
"The Fund may not borrow money, except as permitted under the 1940 Act,
as amended and as interpreted or modified by regulation from time to
time."
DISCUSSION OF PROPOSED MODIFICATIONS. The 1940 Act requires
every mutual fund to set forth a fundamental investment restriction indicating
the extent to which the fund may borrow money. Under the 1940 Act, a fund may
borrow from banks, provided that the net assets of the fund plus the amount of
the borrowing is no less than 300% of the amount of borrowings. The fund is
required to be able to restore asset coverage within three days, if it should
decline to less than 300%. In addition, the 1940 Act permits funds to borrow, on
a temporary basis, up to 5% of its assets from non-banks.
Currently, each Fund may borrow up to 30% of the value of its net
assets to increase its holdings of portfolio securities. These restrictions are
more limited than the 1940 Act permits. If approved, each Fund will be permitted
to borrow to the maximum extent allowed under the 1940 Act. The risks associated
with borrowing are set forth in the Funds' current prospectus.
REQUIRED VOTE. Approval of Proposal 2-A with respect to each Fund
requires the affirmative vote of a 1940 Act Majority of all shares of such Fund.
----------------------------
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 2-A.
----------------------------
17
PROPOSAL NO. 2-B: TO MODIFY THE FUNDAMENTAL INVESTMENT RESTRICTION ON
UNDERWRITING.
FUNDS TO WHICH THIS PROPOSAL APPLIES: WORLDWIDE BOND FUND, WORLDWIDE
EMERGING MARKETS FUND, WORLDWIDE HARD ASSETS FUND AND WORLDWIDE REAL ESTATE
FUND.
If shareholders of each Fund approve Proposal 2-B, the Fund's current
fundamental investment restriction on underwriting securities, set forth in
Exhibit A to this Proxy Statement, would be modified to read as follows:
"The Fund may not engage in the business of underwriting securities
issued by others, except to the extent that the Fund may be considered
an underwriter within the meaning of the Securities Act of 1933 in the
disposition of restricted securities or in connection with its
investments in other investment companies."
DISCUSSION OF PROPOSED MODIFICATIONS. The 1940 Act requires every
mutual fund to set forth a fundamental policy regarding the extent to which the
fund may engage in the business of underwriting securities issued by other
persons. This requirement of the 1940 Act is in recognition of the fact that the
business of purchasing securities for the purpose of engaging in a distribution
of the securities to the public (i.e., the business of underwriting securities)
involves significantly different risks than the business of purchasing and
subsequently selling securities as part of the business of investing in
securities. Under the Federal securities laws, the term "underwriting" is
construed broadly and could include the purchase and resale of securities by a
fund in circumstances in which such securities were not registered under the
Federal securities laws when initially purchased by the fund. Similarly, in
circumstances in which a fund invests a substantial portion of its assets in the
securities of one or more other investment companies, the fund might be deemed
to be an underwriter of the securities of the other investment companies.
Although none of the Funds purchases securities with a view towards distribution
of such securities, each Fund may from time to time purchase and resell
"restricted" securities or invest in shares of other investment companies. The
proposed changes to each Fund's investment restriction on underwriting
securities of others, as set forth in Exhibit A, is intended to clarify that
such activities will not violate the Fund's fundamental restriction prohibiting
the Fund from engaging in the business of underwriting the securities issued by
other person.
The Funds' current restrictions generally state that the Funds may not
underwrite any issue of securities. The restriction excludes the sale of
restricted securities from this prohibition. The proposed modification would
make this restriction uniform among the funds in the Van Eck complex. It would
also preserve the exception for the disposition of restricted securities and add
and exception for shares of other investment companies from the broad
prohibition.
REQUIRED VOTE. Approval of Proposal 2-B with respect to each Fund
requires the affirmative vote of a 1940 Act Majority of all shares of such Fund.
18
----------------------------
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 2-B.
----------------------------
PROPOSAL NO. 2-C: TO MODIFY THE FUNDAMENTAL INVESTMENT RESTRICTION ON LENDING.
FUNDS TO WHICH THIS PROPOSAL APPLIES: WORLDWIDE BOND FUND, WORLDWIDE
EMERGING MARKETS FUND, WORLDWIDE HARD ASSETS FUND AND WORLDWIDE REAL ESTATE
FUND.
If shareholders of each Fund approve Proposal 2-C, the Funds' current
fundamental investment restriction on lending, set forth in Exhibit A to this
Proxy Statement, would be modified to read as follows:
"The Fund may not make loans, except that the Fund may (i) lend
portfolio securities, (ii) enter into repurchase agreements, (iii)
purchase all or a portion of an issue of debt securities, bank loan
participation interests, bank certificates of deposit, bankers'
acceptances, debentures or other securities, whether or not the
purchase is made upon the original issuance of the securities, and (iv)
participate in an interfund lending program with other registered
investment companies."
DISCUSSION OF PROPOSED MODIFICATIONS. The 1940 Act requires every
mutual fund to set forth a fundamental investment restriction indicating the
extent to which the fund may lend. The Funds' current restriction is
substantially similar to what is proposed in that it generally prohibits the
making of loans and specifies that an investment in debt instruments does not
constitute the making of a loan. The lending restrictions also specifically
exclude repurchase agreements. (A repurchase agreement is an agreement to
purchase a security, coupled with an agreement to sell that security back to the
original seller at an agreed upon date, at a price that generally depends on
current interest rates. The 1940 Act treats these agreements as loans.) The
Funds currently permit the lending of securities with an aggregate market value
of one-third of their respective total assets.
The proposed modifications would: (1) allow a Fund to lend securities
to the full extent permitted under the 1940 Act. (SEC staff interpretations of
the 1940 Act generally allow a fund to lend securities with an aggregate market
value of up to 50% of their total assets; ; (2) expressly permit the use of
repurchase agreements by a Fund; (3) clarify that a Fund may make investments in
debt obligations in pursuit of its investment program and (4) participate in an
interfund lending program with other registered investment companies. The Funds
would only participate in such an interfund lending program if they received
appropriate exemptive relief from the SEC.
REQUIRED VOTE. Approval of Proposal 2-C with respect to each Fund
requires the affirmative vote of a 1940 Act Majority of all shares of such Fund.
19
----------------------------
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 2-C.
----------------------------
PROPOSAL NO. 2-D: TO MODIFY THE FUNDAMENTAL INVESTMENT RESTRICTION ON SENIOR
SECURITIES.
FUNDS TO WHICH THIS PROPOSAL APPLIES: WORLDWIDE BOND FUND, WORLDWIDE
EMERGING MARKETS FUND, WORLDWIDE HARD ASSETS FUND AND WORLDWIDE REAL ESTATE
FUND.
If shareholders of each Fund approve Proposal 2-D, the Fund's current
fundamental investment restriction on issuing senior securities, set forth in
Exhibit A to this Proxy Statement, would be modified to read as follows:
"The Fund may not issue senior securities, except as permitted under
the 1940 Act, as amended and as interpreted or modified by regulation
from time to time."
DISCUSSION OF PROPOSED MODIFICATIONS. The 1940 Act requires every
mutual fund to set forth a fundamental investment restriction indicating the
extent to which the fund may issue "senior securities." The term "senior
securities" generally refers to evidence of indebtedness of fund obligations
that have a priority over a fund's common stock with respect to the distribution
of fund assets or the payment of dividends. Section 18 (f) (1) of the 1940 Act
prohibits every mutual fund from issuing any senior securities except for bank
borrowings (which meet the 300% coverage test discussed above in Proposal 2-A).
The SEC also permits funds to issue multiple classes of shares to be used in
different distribution channels.
The SEC staff has articulated certain guidelines under which it will
not treat certain leveraged transactions as senior securities. These
transactions include: reverse repurchase agreements, purchasing "when issued"
securities, selling securities short, buying and selling financial futures
contracts and selling put and call options. The SEC will not treat any of these
as senior securities provided the transaction is "covered" to limit the
potential for leveraged losses. A fund generally can cover its risk either by
being "long" with respect to the instrument underlying the transaction or by
segregating or earmarking on its custodian's books liquid securities equal in
value to the fund's potential exposure.
The Funds' current restrictions prohibit the issuance of senior
securities, except to the extent that permissible borrowings may be construed as
an issuance of senior securities. The restrictions then carve out various (but
not all) of the leveraged transactions that the SEC staff has focused on over
the years. The listing in the current restrictions varies for each Fund.
The proposed modifications would make this restriction uniform for all
the Funds in the Van Eck complex and would permit the Funds to issue senior
securities to the extent permitted by the 1940 Act. Together with the revised
restriction on borrowing, the restriction proposed here would make clear that
the Funds can take full advantage of the latitude allowed by the 1940 Act in
this area.
20
REQUIRED VOTE. Approval of Proposal 2-D with respect to each Fund
requires the affirmative vote of a 1940 Act Majority of all shares of such Fund.
----------------------------
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 2-D.
----------------------------
PROPOSAL NO. 2-E: TO MODIFY THE FUNDAMENTAL INVESTMENT RESTRICTION ON
REAL ESTATE.
FUNDS TO WHICH THIS PROPOSAL APPLIES: WORLDWIDE BOND FUND, WORLDWIDE
EMERGING MARKETS FUND, WORLDWIDE HARD ASSETS FUND AND WORLDWIDE REAL ESTATE
FUND.
If shareholders of each Fund approve Proposal 2-E, the Fund's current
fundamental investment restriction on real estate investments, set forth in
Exhibit A to this Proxy Statement, would be modified to read as follows:
"The Fund may not purchase or sell real estate, except that the Fund
may (i) invest in securities of issuers that invest in real estate or
interests therein, (ii) invest in mortgage-related securities and other
securities that are secured by real estate or interests therein, and
(iii) hold and sell real estate acquired by the Fund as a result of the
ownership of securities."
DISCUSSION OF PROPOSED MODIFICATIONS. The 1940 Act requires every
mutual fund to set forth a fundamental investment restriction indicating the
extent to which the fund may engage in the purchase and sale of real estate.
Each Fund's current restriction generally prohibits the purchase or holding of
real estate. It also provides an exception for the purchase or holding of
securities of companies that deal in real estate, including real estate
investment trusts, and securities which are collateralized by real estate or
interests therein. The proposed modifications would make this restriction
uniform for all of the funds in the Van Eck complex and preserve the ability to
invest in all real estate-related securities and companies whose business
consists in whole or in part of investing in real estate, including real estate
investment trusts. It would also clarify that each Fund could hold and sell real
estate acquired as a result of the ownership of securities (for example, if
there was a default on a mortgage security owned by a Fund).
REQUIRED VOTE. Approval of Proposal 2-E with respect to each Fund
requires the affirmative vote of a 1940 Act Majority of all shares of such Fund.
----------------------------
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 2-E.
----------------------------
21
PROPOSALS 2-F & 2-G
PROPOSALS 2-F AND 2-G, DISCUSSED BELOW, PROPOSE ELIMINATING EXISTING
INVESTMENT RESTICTIONS. NONE OF THESE RESTRICTIONS ARE REQUIRED UNDER APPLICABLE
LAW. AS NOTED IN THE INTRODUCTION TO PROPOSAL 2 IN THIS PROXY STATEMENT, THE
ADVISER HAS AGREED THAT IT WILL NOT EXERCISE ANY EXPANDED AUTHORITY PERMITTED AS
A RESULT OF THE CHANGES CONTEMPLATED IN THIS PROXY STATEMENT WITHOUT SEEKING
BOARD APPROVAL, AND, IN THE CASE OF ANY MATERIAL CHANGE, GIVING SHAREHOLDERS
SIXTY DAYS ADVANCED NOTICE.
PROPOSAL NO. 2-F: TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION ON
REAL ESTATE LIMITED PARTNERSHIPS, AND OIL, GAS AND MINERALS
LEASES.
FUNDS TO WHICH THIS PROPOSAL APPLIES: WORLDWIDE BOND FUND, WORLDWIDE
EMERGING MARKETS FUND, WORLDWIDE HARD ASSETS FUND AND WORLDWIDE REAL ESTATE
FUND.
If shareholders approve Proposal 2-F, each Fund's current fundamental
investment policy indicating the extent to which the Fund may invest in real
estate limited partnerships, and prohibiting investments in oil, gas and
minerals leases, set forth in Exhibit A to this Proxy Statement, would be
eliminated.
DISCUSSION OF PROPOSED MODIFICATIONS. There is no requirement under the
1940 Act or any applicable law that an investment company have a fundamental
investment restriction with respect to investment in real estate partnerships,
or oil, gas and minerals leases. The current policy was derived from state laws
that have been preempted by amendments to the federal securities laws. In order
to maximize the Fund's investment flexibility, this restriction should be
eliminated.
REQUIRED VOTE. Approval of Proposal 2-F requires the affirmative vote
of a 1940 Act Majority of all shares of the Fund.
----------------------------
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 2-F.
----------------------------
PROPOSAL NO. 2-G: TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION ON
INVESTING FOR THE PURPOSE OF EXERCISING CONTROL.
FUNDS TO WHICH THIS PROPOSAL APPLIES: Worldwide Bond Fund, Worldwide
Emerging Markets Fund, Worldwide Hard Assets Fund and Worldwide Real Estate Fund
If shareholders approve Proposal 2-G, each Fund's current fundamental
investment restriction on investing for the purpose of exercising control or
management, set forth in Exhibit A to this Proxy Statement, would be eliminated.
22
DISCUSSION OF PROPOSED MODIFICATIONS. There is no requirement under the
1940 Act or any applicable law that the Funds have an affirmative restriction on
this subject if they do not intend to make investments for the purpose of
exercising control. Moreover, there is no requirement that any restriction that
they do have regarding control be categorized as fundamental. The current
restriction was derived from state laws that have been preempted by amendments
to the federal securities laws. In order to maximize the Fund's investment
flexibility, this restriction should be eliminated.
REQUIRED VOTE. Approval of Proposal 2-G requires the affirmative vote
of a 1940 Act Majority of all shares of the Fund.
----------------------------
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 2-G.
----------------------------
PROPOSAL NO. 2-H: TO MODIFY THE FUNDAMENTAL INVESTMENT RESTRICTION
ON COMMODITIES.
FUNDS TO WHICH THIS PROPOSAL APPLIES: ALL FUNDS
If shareholders of each Fund approve Proposal 2-H, the Fund's current
fundamental investment restriction on investing in commodities, set forth in
Exhibit A to this Proxy Statement, would be modified to read as follows:
"The Fund may not purchase or sell commodities, unless acquired as a
result of owning securities or other instruments, but it may purchase,
sell or enter into financial options and futures, forward and spot
currency contracts, swap transactions and other financial contracts or
derivative instruments and may invest in securities or other
instruments backed by commodities.""
DISCUSSION OF PROPOSED MODIFICATIONS. The 1940 Act requires every
mutual fund to set forth a fundamental investment restriction indicating the
extent to which the fund may engage in the purchase and sale of commodities. All
of the Funds currently generally prohibit the purchase or sale of commodities or
commodity futures contracts. The Worldwide Bond Fund, Worldwide Emerging Markets
Fund, Worldwide Hard Assets Fund and Worldwide Real Estate Fund, however, permit
the use of stock and bond index futures contracts and foreign currency futures
contracts (and in the case of the Worldwide Hard Assets Fund, commodity futures
contracts on gold or other natural resources or on an index thereon) for hedging
purposes. In addition, the Worldwide Bond Fund, Worldwide Emerging Markets Fund,
Worldwide Hard Assets Fund and Worldwide Real Estate Fund restrict initial
margin on futures contracts to 5% of each Fund's total assets. Further,
Worldwide Hard Assets Fund reserves the right to invest in gold, silver and
other hard metals.
23
The proposed modifications would (i) make each of the Fund's investment
restrictions uniform, (ii) significantly expand each Fund's ability to use
financial futures contracts and (iii) eliminate the Worldwide Bond Fund's,
Worldwide Emerging Markets Fund's, Worldwide Hard Assets Fund's and Worldwide
Real Estate Fund's limitations on initial margin and their respective abilities
to invest in gold, silver and other hard metals.
As noted in the Introduction to Proposal 2 in this Proxy Statement, the
Adviser has agreed that it will not exercise any of the expanded authority
permitted under this or any other revised restriction without seeking specific
Board approval, and, in the case of any material change, giving shareholders
sixty days' advance notice.
REQUIRED VOTE. Approval of Proposal 2-H with respect to each Fund
requires the affirmative vote of a 1940 Act Majority of all shares of such Fund.
----------------------------
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 2-H.
----------------------------
PROPOSAL NO. 2-I: TO MODIFY THE FUNDAMENTAL INVESTMENT RESTRICTION
ON CONCENTRATION.
FUNDS TO WHICH THIS PROPOSAL APPLIES: ALL FUNDS
If shareholders of each Fund approve Proposal 2-I, the Fund's current
fundamental investment restriction on concentration set forth in Exhibit A to
this Proxy Statement, would be modified to read as follows:
For the Worldwide Absolute Return Fund, Worldwide Emerging Markets Fund
and Worldwide Bond Fund:
"The Fund may not purchase any security if, as a result of that
purchase, 25% or more of its total assets would be invested in
securities of issuers having their principal business activities in the
same industry. This limit does not apply to securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities."
FOR THE WORLDWIDE REAL ESTATE FUND:
"The Fund may not purchase any security if, as a result of that
purchase, 25% or more of its total assets would be invested in
securities of issuers having their principal business activities in the
same industry except that the Fund will invest 25% or more of its total
assets in equity securities of domestic and foreign companies that own
significant real estate assets or that are principally engaged in
24
the real estate industry. This limit does not apply to securities
issued or guaranteed by the U.S. government, its agencies or
instrumentalities."
FOR THE WORLDWIDE HARD ASSETS FUND:
"The Fund may not purchase any security if, as a result of that
purchase, 25% or more of its total assets would be invested in
securities of issuers having their principal business activities in the
same industry, except that the Fund will invest greater than 25% or
more of its total assets in "hard asset" industries as defined in the
Prospectus. This limit does not apply to securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities."
DISCUSSION OF PROPOSED MODIFICATIONS. The 1940 Act requires every
mutual fund to set forth a fundamental investment restriction indicating the
extent to which the fund may concentrate investments in a particular industry or
group of industries. Each Fund's current restrictions on concentration generally
prohibits each Fund from investing more than 25% of its total assets in the
securities of issuers having its principal business activities in the same
industry. The restrictions of Worldwide Bond Fund, Worldwide Hard Assets Fund
and Worldwide Real Estate Fund, however, exclude securities issued or guaranteed
by the U.S. government, its agencies, or instrumentalities from the calculation.
The proposed modifications would clarify exactly what each Funds' concentration
policy is, rather than making a general reference to what is otherwise stated in
the Funds' investment objectives.
REQUIRED VOTE. Approval of Proposal 2-I with respect to each Fund
requires the affirmative vote of a 1940 Act Majority of all shares of such Fund.
----------------------------
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 2-I.
----------------------------
PROPOSAL 2-J
PROPOSAL 2-J, DISCUSSED BELOW, PROPOSES TO ELIMINATE AN EXISTING
INVESTMENT RESTRICTION. THIS RESTRICTION IS NOT REQUIRED UNDER APPLICABLE LAW.
AS NOTED IN THE INTRODUCTION TO PROPOSAL 2 IN THIS PROXY STATEMENT, THE ADVISER
HAS AGREED THAT IT WILL NOT EXERCISE ANY EXPANDED AUTHORITY PERMITTED AS A
RESULT OF THE CHANGES CONTEMPLATED IN THIS PROXY STATEMENT WITHOUT SEEKING BOARD
APPROVAL, AND, IN THE CASE OF ANY MATERIAL CHANGE, GIVING SHAREHOLDERS SIXTY
DAYS ADVANCED NOTICE.
PROPOSAL NO. 2-J: TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION ON
DIVERSIFICATION.
FUNDS TO WHICH THIS PROPOSAL APPLIES: WORLDWIDE EMERGING MARKETS FUND
AND WORLDWIDE HARD ASSETS FUND
If shareholders approve Proposal 2-J, each Fund's current fundamental
investment restriction on diversification, set forth in Exhibit A to this Proxy
Statement, would be eliminated.
DISCUSSION OF PROPOSED MODIFICATIONS. The 1940 Act requires every
mutual fund to state whether it is diversified or non-diversified, but does not
require an investment restriction to reflect this selection. The Worldwide
Emerging Markets Fund and Worldwide Hard Assets Fund
25
have elected to be classified as diversified funds. This means that each Fund's
assets are subject to stricter limits on the amount of assets that can be
invested in any one issuer. Because the Funds are currently registered as
diversified, an investment restriction to this end is unnecessary. The proposed
change is intended to provide the Funds flexibility to adjust their policies in
the event that the 1940 Act requirements change in the future, eliminate any
inconsistencies between the diversification standards under the 1940 Act and the
investment restrictions of the Fund and standardize the language among the
diversified and non-diversified funds in the Van Eck fund complex.
REQUIRED VOTE. Approval of Proposal 2-J with respect to each Fund
requires the affirmative vote of a 1940 Act Majority of all shares of such Fund.
----------------------------
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 2-J.
----------------------------
INFORMATION ON THE FUNDS' INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Van Eck Worldwide Insurance Trust's financial statements for the fiscal
year ended December 31, 2004 [are being] audited by Ernst & Young LLP ("E&Y"), 5
Times Square, New York, New York 10036. E&Y has informed Van Eck Worldwide
Insurance Trust that it has no material direct or indirect financial interest in
any of the Funds and that investments in the Funds by its personnel and their
family members are prohibited where appropriate to maintaining the auditors'
independence. In the opinion of the Board, the services provided by E&Y are
compatible with maintaining the independence of Van Eck Worldwide Insurance
Trust's auditors. The Board has appointed E&Y as the independent accountants for
Van Eck Worldwide Insurance Trust for the fiscal year ending December 31, 2005.
Representatives of E&Y are not expected to be present at the Meeting
but have been given the opportunity to make a statement if they so desire and
will be available should any matter arise requiring their presence.
AUDIT FEES
For the fiscal years ended December 31, 2004 and December 31, 2005, the
aggregate fees billed by E&Y for professional services rendered for the audit of
Van Eck Worldwide Insurance Trust's annual financial statements, the review of
the financial statements included in the Funds' annual reports to shareholders,
and services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements, were $140,460 and $[XX]
respectively. E&Y did not bill any fees for the fiscal years ended December 31,
2004 and December 31, 2005, for audit services provided to the Adviser.
26
AUDIT-RELATED FEES
The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountant that are reasonably
related to the performance of the audit of the Van Eck Worldwide Insurance
Trust's financial statements and are not reported above in Audit Fees was
$$2,500 and $XX for 2004 and 2005, respectively. The nature of the services
provided was quarterly fair valuation procedures and a semi-annual review.
The Audit Committee approved 100% of audit and non-audit services
provided by the accountant for both 2004 and 2005 .
TAX FEES
The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning was $17,000 and $XX for 2004 and 2005,
respectively. The nature of the services provided was the preparation of U.S.
tax returns.
The Audit Committee approved 100% of the audit and non-audit services
provided by the accountant for both 2004 and 2005.
ALL
OTHER FEES
The principal accountant did not bill any fees for products or services
other than those reported in Audit Fees, Audit-Related Fees and Tax Fees for
2004 and 2005.
AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee has delegated to the chairperson of the Committee authority
to pre-approve the engagement of an accountant to provide audit and non-audit
services to the Trust, subject to ratification of such pre-approval by the Audit
Committee at the committee's next meeting.
No hours were attributable to persons other than the principal
accountant's full-time permanent employees for the work performed by the
principal accountant to audit the Van Eck Worldwide Insurance Trust's financial
statement for the 2005 fiscal year.
For fiscal years 2004 and 2005, Van Eck Worldwide Insurances Trust's
accountant did not bill any non-audit fees for services rendered to the Van Eck
Worldwide Insurance Trust and rendered to the Van Eck Worldwide Insurance
Trust's investment adviser and any entity controlling, controlled by, or under
common control with the Adviser that provides ongoing services to the Van Eck
Worldwide Insurance Trust for each of the last two fiscal years of the Van Eck
Worldwide Insurance Trust.
The Audit Committee of the Board of Trustees considered whether the
provision of non-audit services rendered to the Van Eck Worldwide Insurance
Trust's investment adviser and any entity controlling, controlled by, or under
common control with the Adviser that provides ongoing services to the Van Eck
Worldwide Insurance Trust that were not pre-approved by the
27
Audit Committee since the engagement did not relate directly to the operations
and financial reporting of the Van Eck Worldwide Insurance Trust is compatible
with maintaining the principal accountant's independence.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
E&Y did not bill any fees for professional services rendered to Van Eck
Worldwide Insurance Trust for information technology services relating to
financial information systems design and implementation for Van Eck Worldwide
Insurance Trust's fiscal year ended December 31, 2005. Similarly, E&Y did not
bill any fees for professional services rendered to the Adviser, any investment
sub-adviser or any other service provider affiliated with the Adviser for
information technology services relating to financial information systems design
and implementation for the year ended December 31, 2005.
ALL OTHER FEES
E&Y did not bill any fees for the fiscal year ended December 31, 2005,
for other services provided to Van Eck Worldwide Insurance Trust. E&Y did not
bill any fees for the fiscal year ended December 31, 2005, for other services
provided to the Adviser, any investment sub-adviser or any other service
provider affiliated with the Adviser.
REGULATORY MATTERS
In connection with their investigations of practices identified as
"market timing" and "late trading" of mutual fund shares, the Office of the New
York State Attorney General and the SEC have requested and received information
from the Adviser. The investigations are ongoing, and the Adviser is continuing
to cooperate with such investigations. If it is determined that the Adviser or
its affiliates engaged in improper or wrongful activity that caused a loss to a
Fund, the Board of Trustees of the Funds will determine the amount of
restitution that should be made to a Fund or its shareholders. At the present
time, the amount of such restitution, if any, has not been determined.
In July 2004, the Adviser received a so-called "Wells Notice" from the
SEC in connection with the SEC's investigation of market-timing activities. This
Wells Notice informed the Adviser that the SEC staff is considering recommending
that the SEC bring a civil or administrative action alleging violations of U.S.
securities laws against the Adviser and two of its senior officers. Under SEC
procedures, the Adviser has an opportunity to respond to the SEC staff before
the staff makes a formal recommendation. The time period for the Adviser's
response has been extended until further notice from the SEC. There cannot be
any assurance that, if the SEC and/or the New York Attorney General were to
assess sanctions against the Adviser, such sanctions would not materially and
adversely affect the Adviser.
The Board determined that the Adviser is cooperating with the SEC, the
NYAG and the Independent Trustees in connection with these matters and that the
Adviser has taken appropriate steps to implement policies and procedures
reasonably designed to prevent harmful market timing activities by investors in
the Funds. In addition, the Board concluded that the Adviser has acted in good
faith in providing undertakings to the Board to make restitution of damages, if
any,
28
that may have resulted from any prior wrongful actions of the Adviser and that
it would be appropriate to permit the SEC and the NYAG to bring to conclusion
their pending regulatory investigations prior to the Board making any final
determination of its own with respect to these same matters.
OTHER MATTERS
BUSINESS
No business, other than as set forth above, is expected to come before the Meeting. Should any other matters requiring a vote of shareholders properly come before the Meeting, proxies will be voted or not voted as specified. Proxies reflecting no specifications will be voted in favor of the election of the Current Trustees and in favor of the election of the New Trustee and, as to any other matter properly coming before the Meeting, in accordance with the judgment of the persons named in the enclosedproxy.
ADDITIONAL INFORMATION
PERIODIC REPORTS TO SHAREHOLDERS
Copies of the Trust’s most recent annual and semi-annual reports, including financial statements, have previously been delivered to shareholders. Shareholders may obtain a free copy of the Trust’s annual report for the fiscal year ended December 31, 2018, including audited financial statements, and/or the Trust’s semi-annual report for the period ended June 30, 2018, by calling toll-free at 1-800-826-1115 or by mailing a written request to VanEck VIP Trust, 666 Third Avenue, 9th Floor, New York, NY 10017.
INFORMATION ON THE FUNDS’ INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP (“EY”), 5 Times Square, New York, New York 10036, has been selected by the Trust’s Audit Committee and approved by the Trustees, including a majority of the Independent Trustees, to audit the financial statements of the Funds. EY has confirmed to the Audit Committee that it is an independent registered public accounting firm with respect to the Trust and each Fund.
Representatives of EY are not expected to be present at the Meeting but have been given the opportunity to make a statement if they do so desire and will be available should any matter arise requiring their presence.
19
AUDIT FEES
For the fiscal years ended December 31, 2017 and December 31, 2018, the aggregate fees billed by EY for professional services rendered for the audit of the Trust’s annual financial statements, the review of the financial statements included in the Funds’ annual reports to shareholders and registration statements, and other services that are normally provided by EY in connection with statutory and regulatory filings or engagements, were $124,750 and $123,750, respectively.
AUDIT RELATED FEES
For the fiscal years ended December 31, 2017 and December 31, 2018, EY did not bill any fees for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees” above, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews not required by regulators.
TAX FEES
For the fiscal years ended December 31, 2017 and December 31, 2018, the aggregate fees billed by EY for professional services rendered for tax compliance, tax advice, and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis reviews were $58,480 and $50,906, respectively.
ALL OTHER FEES
For the fiscal years ended December 31, 2017 and December 31, 2018, EY did not bill any fees for products or services other than those reported in Audit Fees, Audit-Related Fees and Tax Fees.
For the fiscal years ended December 31, 2017 and December 31, 2018, EY did not bill any fees for non-audit services provided to the Adviser or any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the registrant.
AUDIT COMMITTEE’S PRE-APPROVAL POLICIES AND PROCEDURES
Prior to the commencement of any engagement, the Audit Committee is required to approve the engagement of the independent registered public accounting firm to provide audit or non-audit services to the Funds, or to provide non-audit services to the Adviser or any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Trust if the engagement relates directly to the operations and financial reporting of the Trust. If action is required prior to the next Audit Committee meeting, the Chairperson of the
20
Audit Committee may approve or deny the request on behalf of the Audit Committee or determine to call a meeting of the Audit Committee. If the Chair of the Audit Committee is unavailable, any other member of the Audit Committee to whom the Audit Committee has delegated authority may serve as an alternate for the purpose of approving or denying the request. All of the audit, audit-related and tax services described above for which EY billed the Trust fees for the fiscal years ended December 31, 2017 and December 31, 2018 were pre-approved by the Audit Committee.
There were no services rendered by EY to the Trust or its series for which the approval requirement was waived. During the same period, all services provided by EY to the Trust, the Funds, the Adviser or any entity controlling, controlled by, or under common control with the Adviser that were required to be approved were approved as required. The Audit Committee has considered whether the provision of non-audit services that were rendered by EY to an investment adviser or an adviser-affiliate that were not approved (not requiring approval), if any, is compatible with maintaining EY’s independence.
ADDITIONAL SERVICE PROVIDERS
The service providers currently engaged by the Trust with respect to the Funds to perform non-advisory services will continue to serve the Trust in the capacities indicated below:
Distributor
Van Eck Securities Corporation
666 Third Avenue, 9th Floor
New York, NY 10017
Investment Adviser and Administrator
Van Eck Associates Corporation
666 Third Avenue, 9th Floor
New York, NY 10017
Transfer Agent
DST Systems, Inc., an SS&C Company
210 West 10th Street, 8th Floor
Kansas City, MO 64105
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
Accountant
Ernst & Young LLP
Five Times Square
New York, NY 10036
21
Legal Counsel
Stradley Ronon Stevens & Young, LLP
SHAREHOLDER INFORMATION
Holders of record of the shares of the Funds on the Record Date will be entitled to one whole vote for each whole share that they own and fractional shares will be entitled to proportionate fractional votes. No shares have cumulative voting rights in the election of Trustees. The number of shares you may vote is the total of the number shown on the proxy card(s)/voting instruction card(s) accompanying this Proxy Statement. The number of shares issued and outstanding for each Fund and class as of the Record Date is set forth in Appendix A. A list of all persons who owned of record or beneficially 5% or more of the outstanding shares of any class of a Fund as of July 31, 2019 is set forth in Appendix D.
REVOCATION OF PROXY
For Variable Contract owners: If you are a Variable Contact owner, you may revoke your voting instructions by sending a written notice to the applicable Participating Insurance Company expressly revoking your instructions, by signing and forwarding to the Participating Insurance Company later-dated voting instructions, or otherwise giving notice of revocation at the Meeting. Variable Contract owners should contact their Participating Insurance Company for further information on how to revoke previously given voting instructions, including any applicable deadlines. Please see your Variable Contract prospectus for information on how to contact your Participating Insurance Company.
For Direct Owners (and not Variable Contract owners): Any shareholder who has submitted a proxy may revoke or withdraw the proxy with respect to any matter to be considered at the Meeting if such revocation or withdrawal is properly received prior to the vote on that matter, by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person on the matter. The superseding proxy need not be voted using the same method (mail, telephone, or Internet) as the original proxy vote.
If you own your shares through a bank, broker-dealer or other third party intermediary who holds your shares of record, and you wish to attend the Meeting and vote your shares or revoke a previous proxy at the Meeting, you must request a legal proxy from such bank, broker-dealer or other third party intermediary.
If you revoke a previous proxy, your vote will not be counted unless you submit a subsequent proxy or appear at the Meeting and vote in person or legally appoint another proxy to vote on your behalf. If your proxy has not been revoked, the shares represented by the proxy will be cast at the Meeting and any adjournments thereof. Attendance by a shareholder at the Meeting does not, in itself, revoke a proxy.
22
QUORUM AND ADJOURNMENT
The presence at the Meeting, in person or by proxy, of a majority of the shares entitled to vote thereonis required for a quorum, though any lesser number shall be sufficient for adjournments. In the event that a quorum is present at the Meeting but sufficient votes to approve the Proposal are not received, the persons named as proxies may propose one or more adjournments of such Meeting to permit further solicitation of proxies. The affirmative vote of a majority of the votes cast at the Meeting, in accordanceperson or by proxy, is sufficient for adjournments. The persons designated as proxies may use their discretionary authority to vote as instructed by the officers of the Trust on questions of adjournment. A shareholder vote may be taken on the Proposal in this Proxy Statement prior to any such adjournment if sufficient votes have been received and it is otherwise appropriate.
Election of each nominee as a Trustee of the Trust requires the affirmative vote of a plurality of the votes cast at the Meeting in person or by proxy. All shares of all Funds will vote as a single class for the Proposal. Those shareholders or Variable Contract owners who wish to withhold their vote on any specific nominee(s) may do so on the proxy card(s)/voting instruction card(s).
For purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and broker “non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be treated as shares that are present for purposes of determining a quorum. For purposes of determining the approval of the Proposal, abstentions and broker non-votes do not count as votes cast with their best judgmentrespect to the Proposal. Accordingly, abstentions and broker non-votes will have no effect on the Proposal. With respect to a proposed adjournment of the Meeting, shares present and entitled to vote that are represented by broker non-votes, may, at the discretion of the proxies named herein, be voted in the interestsfavor of Van Eck
Worldwide Insurance Trust.
such an adjournment.
SOLICITATION OF PROXIES
PROXIES; EXPENSES
The solicitation of proxies, the cost of which will be borne by the Funds, and the Adviser, will be made primarily by mail but may also be made by telephone by Management Information Services Corporation ("MIS"Broadridge Financial Solutions, Inc. (“Broadridge”), professional proxy solicitors, who will be paid fees and expenses of approximately [$______]$29,000 for soliciting services. Any costs borne by the Trust will be borne indirectly by Variable Contract owners and shareholders as beneficial owners of the Funds’ shares. All expenses in connection with preparing this Proxy Statement and its enclosures and additional solicitation expenses will be borne by the Funds, and the Adviser, as appropriate. If votes are recorded by
23
telephone, MISBroadridge will use procedures designed to authenticate shareholders'shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions and to confirm that shareholders instructions have been properly recorded. Shareholders also may vote by mail or through
If a secure Internet site. Proxies by telephone or Internet may be revoked at any
time before they are votedshareholder wishes to participate in the same manner that proxies voted by mailMeeting, the shareholder may be
revoked.
THE FUNDS' ADVISER, DISTRIBUTOR, AND ADMINISTRATOR
Van Eck Associates Corporation is located at 99 Park Avenue, New York,
New York 10016. The Adviser serves as manager and investment adviser to Van Eck
Worldwide Insurance Trust pursuant to an Investment Advisory Agreement.
Van Eck Securities Corporation, 99 Park Avenue, New York, New York
10016, serves as each Fund's distributor pursuant to underwriting agreementssubmit the proxy card(s) originally sent with each Fund and is compensated for its distribution and shareholder services
pursuant to each Fund's Rule 12b-1 plan. Van Eck Securities Corporation is a
wholly-owned subsidiary of Adviser.
The Adviser serves as administrator tothis Proxy Statement or attend in person. Should shareholders require additional information regarding the proxy or replacement proxy card(s), they may contact the Funds pursuantat 1-800-826-2999. If you are a Variable Contract owner and you wish to a
management and administration agreement.
participate in the Meeting, please contact your Participating Insurance Company for further information regarding how to represent your vote at the Meeting.
SHAREHOLDER PROPOSALS FOR SUBSEQUENT MEETINGS
As a general matter, Van Eck Worldwide Insurancethe Trust does not hold regular annual or other regular meetings of shareholders. Any shareholder who wishes to submit proposals to be considered at a special meeting of Van Eck
Worldwide Insurance Trust'sthe Trust’s shareholders should send such proposals to Van Eck
Worldwide InsuranceVanEck VIP Trust, in care of the Secretary of the Trust, at 99 Park666 Third Avenue, 9th Floor, New York, New York 10016.10017. Proposals must be received within a reasonable periodtime before the solicitation of time prior to anyproxies for such meeting to be
29
included in the proxy materials or otherwiseorder for such proposal to be considered at thefor inclusion in that proxy statement relating to such meeting. Moreover, inclusion of such proposals is subject to limitations under the federal securities laws. Persons named as proxies for any subsequent shareholders meeting will vote in their discretion with respect to proposals submitted on an untimely basis.
OTHER MATTERS TO COME BEFORE THE MEETING
No Trustee is aware of any matters that will be presented for action at the Meeting other than the matters described in this material. Should any other matters requiring a vote of shareholders arise, the proxy in the accompanying form will confer upon the person or persons entitled to vote the shares represented by such proxy the discretionary authority to vote the shares as to any such other matters.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY
CARD(S)/VOTING INSTRUCTION CARD(S) PROMPTLY.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES
By order of the Board of Trustees,
/s/ Joseph J. McBrien
Joseph J. McBrien
Jonathan R. Simon
Senior Vice President, Secretary and Secretary
Van Eck Worldwide InsuranceChief Legal Officer, VanEck VIP Trust
Dated: December 9, 2005
New York, New York
EXHIBIT
August 19, 2019
24
APPENDIX A
VAN ECK WORLDWIDE INSURANCE
SHARES ISSUED AND OUTSTANDING
As of the Record Date, each Fund had the following number of shares issued and outstanding:
FUND AND CLASS | SHARES OUTSTANDING | ||
VanEck VIP Emerging Markets Fund | |||
VanEck VIP Emerging Markets Fund—Initial Class | 11,034,926.040 | ||
VanEck VIP Emerging Markets Fund—Class S | 18,625.288 | ||
VanEck VIP Global Gold Fund | |||
VanEck VIP Global Gold Fund—Initial Class | — | ||
VanEck VIP Global Gold Fund—Class S | 4,271,922.789 | ||
VanEck VIP Global Hard Assets Fund | |||
VanEck VIP Global Hard Assets Fund—Initial Class | 7,188,503.247 | ||
VanEck VIP Global Hard Assets Fund—Class S | 6,431,435.334 | ||
VanEck VIP Unconstrained Emerging Markets Bond Fund | |||
VanEck VIP Unconstrained Emerging Markets Bond Fund—Initial Class | 2,532,315.741 | ||
VanEck VIP Unconstrained Emerging Markets Bond Fund—Class S | — | ||
A-1
APPENDIX B
VANECK VIP TRUST FUNDAMENTAL INVESTMENT RESTRICTIONS
WORLDWIDE BOND FUND
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
PROPOSAL EXISTING FUNDAMENTAL INVESTMENT RESTRICTION PROPOSED CHANGE
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
2-A BORROWING. The Fund may not borrow money, except BORROWING. The Fund may not borrow money, except
that the Fund may borrow up to 30% of the value of as permitted under the 1940 Act, as amended and as
its net assets to increase its holdings of interpreted or modified by regulation from time to
portfolio securities. time.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
UNDERWRITING. The Fund may not underwrite any UNDERWRITING. The Fund may not engage in the
issue of securities (except to the extent that the business of underwriting securities issued by
2-B Fund may be deemed to be an underwriter within the others, except to the extent that the Fund may be
meaning of the Securities Act of 1933, as amended, considered an underwriter within the meaning of
in the disposition of restricted securities). the Securities Act of 1933 in the disposition of
restricted securities or in connection with its
investments in other investment companies.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
LENDING. The Fund may not make loans, except by LENDING. The Fund may not make loans, except that
(i) purchase of marketable bonds, debentures, the Fund may (i)lend portfolio securities, (ii)
commercial paper and similar marketable evidences enter into repurchase agreements, (iii) purchase
of indebtedness (such as structured notes, indexed all or a portion of an issue of debt securities,
2-C securities and swaps), and (ii) repurchase bank loan participation interests, bank
agreements. The Fund may lend to broker-dealers certificates of deposit, bankers'acceptances,
portfolio securities with an aggregate market debentures or other securities, whether or not the
value up to one-third of its total assets. purchase is made upon the original issuance of the
securities, and(iv) participate in an interfund
lending program with other registered investment
companies.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
SENIOR SECURITIES. The Fund may not issue senior SENIOR SECURITIES. The Fund may not issue senior
securities except insofar as the Fund may be securities, except as permitted under the 1940
2-D deemed to have issued a senior security by reason Act, as amended and as interpreted or modified by
of (i) borrowing money in accordance with regulation from time to time.
restrictions described above; (ii) entering into
forward foreign currency contracts; and (iii)
financial futures contracts purchased on margin.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
A-1
EXHIBIT A
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
PROPOSAL EXISTING FUNDAMENTAL INVESTMENT RESTRICTION PROPOSED CHANGE
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
REAL ESTATE. The Fund may not purchase or sell REAL ESTATE. The Fund may not purchase or sell
real estate, although the Fund may purchase real estate, except that the Fund may invest in
2-E securities of companies which deal in real (i) real estate or interests therein, (ii) invest in
invest in securities of issuers that estate, mortgage-related securities and other securities
including securities of real estate investment that are secured by real estate or interests
trusts, and may purchase securities which are therein, and (iii) hold and sell real estate
secured by interests in real estate. acquired by the Fund as a result of the ownership
of securities.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
REAL ESTATE LIMITED PARTNERSHIPS, OIL, GAS AND [Eliminated]
2-F MINERALS LEASES. The Fund may not invest in real
estate limited partnerships or in oil, gas or
other mineral leases.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
2-G EXERCISING CONTROL. The Fund may not make [Eliminated]
investments for the purpose of exercising control
or management.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
COMMODITIES. The Fund may not purchase or sell COMMODITIES. The Fund may not purchase or sell
commodities or commodity futures contracts (for commodities, unless acquired as a result of owning
the purpose of this restriction, instruments, but securities or other enter into financial options
it may purchase, sell or forward foreign exchange and futures, forward and spot currency contracts,
contracts are not deemed to be a commodity or swap transactions and other f inancial contracts
2-H commodity contract) except that the Fund may, for or derivative instruments and may invest in
hedging purposes only, buy and sell financial securities or other instruments backed by
futures contracts which may include stock and bond commodities.
index futures contracts and foreign currency
futures contracts. The Fund may not commit more
than 5% of its total assets to initial margin
deposits on futures contracts not used for hedging
purposes.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
CONCENTRATION. The Fund may not invest more than CONCENTRATION. The Fund may not purchase any
25 percent of the value of the Fund's total assets security if, as a result of that purchase, 25% or
in the securities of issuers having their more of its total assets would be invested in
2-I principal business activities in the same securities of issuers having their principal
industry, provided that this limitation does not business activities in the same industry. This
apply to obligations issued or guaranteed by the limit does not apply to securities issued or
United States Government, its agencies or guaranteed by the U.S. government, its agencies or
instrumentalities. instrumentalities.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
A-2
EXHIBIT A
VAN ECK WORLDWIDE INSURANCE TRUST FUNDAMENTAL INVESTMENT RESTRICTIONS
WORLDWIDE EMERGING MARKETS FUND
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
PROPOSAL EXISTING FUNDAMENTAL INVESTMENT RESTRICTION PROPOSED CHANGE
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
2-A BORROWING. The Fund may not borrow money, except BORROWING. The Fund may not borrow money, except
that the Fund may borrow up to 30% of the value of as permitted under the 1940 Act, as amended and as
its net assets to increase its holdings of interpreted or modified by regulation from time to
portfolio securities. time.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
UNDERWRITING. The Fund may not underwrite any UNDERWRITING. The Fund may not engage in the
issue of securities (except to the extent that the business of underwriting securities issued by
2-B Fund may be deemed to be an underwriter within the others, except to the extent that the Fund may be
meaning of the Securities Act of 1933, as amended, considered an underwriter within the meaning of
in the disposition of restricted securities). the Securities Act of 1933 in the disposition of
restricted securities or in connection with its
investments in other investment companies.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
LENDING. The Fund may not make loans, except by LENDING. The Fund may not make loans, except that
(i) purchase of marketable bonds, debentures, the Fund may (i) lend portfolio securities, (ii)
commercial paper and similar marketable evidences enter into repurchase agreements, (iii) purchase
of indebtedness (such as structured notes, indexed all or a portion of an issue of debt securities,
2-C securities and swaps), and (ii) repurchase bank loan participation interests, bank
agreements. The Fund may lend to broker-dealers certificates of deposit, bankers' acceptances,
portfolio securities with an aggregate market debentures or other securities, whether or not the
value up to one-third of its total assets. purchase is made upon the original issuance of the
securities, and (iv) participate in an interfund
lending program with other registered investment
companies.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
SENIOR SECURITIES. The Fund may not issue senior SENIOR SECURITIES. The Fund may not issue senior
securities except insofar as the Fund may be securities, except as permitted under the 1940
deemed to have issued a senior security by reason Act, as amended and as interpreted or modified by
2-D of (i) borrowing money in accordance with regulation from time to time.
restrictions described above; (ii) entering into
forward foreign currency contracts; (iii)
financial futures contracts purchased on margin;
and (iv) foreign currency swaps.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
A-3
EXHIBIT A
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
PROPOSAL EXISTING FUNDAMENTAL INVESTMENT RESTRICTION PROPOSED CHANGE
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
REAL ESTATE. The Fund may not purchase or sell REAL ESTATE. The Fund may not purchase or sell
real estate, although the Fund may purchase real estate, except that the Fund may (i) invest
securities of companies which deal in real estate, in securities of issuers that invest in real
2-E including securities of real estate investment estate or interests therein, (ii) invest in
trusts, and may purchase securities which are mortgage-related securities and other securities
secured by interests in real estate. that are secured by real estate or interests
therein, and (iii) hold and sell real estate
acquired by the Fund as a result of the ownership
of securities.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
REAL ESTATE LIMITED PARTNERSHIPS, OIL, GAS AND [Eliminated]
2-F MINERALS LEASES. The Fund may not invest in real
estate limited partnerships or in oil, gas or
other mineral leases.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
2-G EXERCISING CONTROL. The Fund may not make [Eliminated]
investments for the purpose of exercising control
or management.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
COMMODITIES. The Fund may not purchase or sell COMMODITIES. The Fund may not purchase or sell
commodities or commodity futures contracts (for commodities, unless acquired as a result of owning
the purpose of this restriction, forward foreign securities or other instruments, but it may
exchange contracts are not deemed to be a purchase, sell or enter into financial options and
commodity or commodity contract) except that the futures, forward and spot currency contracts, swap
2-H Fund may, for hedging and other purposes, buy and transactions and other financial contracts or
sell financial futures contracts which may include derivative instruments and may invest in
stock and bond index futures contracts and foreign securities or other instruments backed by
currency futures contracts. The Fund may not commodities.
commit more than 5% of its total assets to initial
margin deposits on futures contracts not used for
hedging purposes (except that margin deposits for
futures positions entered into for bona fide
hedging purposes are excluded from the 5%
limitation).
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
CONCENTRATION. The Fund may not invest more than CONCENTRATION. The Fund may not purchase any
25 percent of the value of the Fund's total assets security if, as a result of that purchase, 25% or
in the securities of issuers having their more of its total assets would be invested in
2-I principal business activities in the same securities of issuers having their principal
industry, except as otherwise stated in any Fund's business activities in the same industry. This
fundamental investment objective, and provided limit does not apply to securities issued or
that this limitation does not apply to obligations guaranteed by the U.S. government, its agencies or
issued or guaranteed by the United States instrumentalities.
Government, its agencies or instrumentalities.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
A-4
EXHIBIT A
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
PROPOSAL EXISTING FUNDAMENTAL INVESTMENT RESTRICTION PROPOSED CHANGE
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
2-J DIVERSIFICATION. The Fund may not, as to 75% of [Eliminated]
its total assets, purchase securities of any
issuer, if immediately thereafter (i) more than 5%
of a Fund's total assets (taken at market value)
would be invested in the securities of such
issuer, or (ii) more than 10% of the outstanding
voting securities of such issuer would be held by
the Fund (provided that these limitations do not
apply to obligations of the United States
Government, its agencies or instrumentalities).
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
A-5
EXHIBIT A
VAN ECK WORLDWIDE INSURANCE TRUST FUNDAMENTAL INVESTMENT RESTRICTIONS
WORLDWIDE HARD ASSETS FUND
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
PROPOSAL EXISTING FUNDAMENTAL INVESTMENT RESTRICTION PROPOSED CHANGE
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
2-A BORROWING. The Fund may not borrow money, except BORROWING. The Fund may not borrow money, except
that the Fund may borrow up to 30% of the value of as permitted under the 1940 Act, as amended and as
its net assets to increase its holdings of interpreted or modified by regulation from time to
portfolio securities. time.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
UNDERWRITING. The Fund may not underwrite any UNDERWRITING. The Fund may not engage in the
issue of securities (except to the extent that the business of underwriting securities issued by
2-B Fund may be deemed to be an underwriter within the others, except to the extent that the Fund may be
meaning of the Securities Act of 1933, as amended, considered an underwriter within the meaning of
in the disposition of restricted securities). the Securities Act of 1933 in the disposition of
restricted securities or in connection with its
investments in other investment companies.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
LENDING. The Fund may not make loans, except by LENDING. The Fund may not make loans, except that
(i) purchase of marketable bonds, debentures, the Fund may (i) lend portfolio securities, (ii)
commercial paper and similar marketable evidences enter into repurchase agreements, (iii) purchase
of indebtedness (such as structured notes, indexed all or a portion of an issue of debt securities,
2-C securities and swaps), and (ii) repurchase bank loan participation interests, bank
agreements. The Fund may lend to broker-dealers certificates of deposit, bankers' acceptances,
portfolio securities with an aggregate market debentures or other securities, whether or not the
value up to one-third of its total assets. purchase is made upon the original issuance of the
securities, and (iv) participate in an interfund
lending program with other registered investment
companies.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
SENIOR SECURITIES. The Fund may not issue senior SENIOR SECURITIES. The Fund may not issue senior
securities except insofar as the Fund may be securities, except as permitted under the 1940
deemed to have issued a senior security by reason Act, as amended and as interpreted or modified by
2-D of (i) borrowing money in accordance with regulation from time to time.
restrictions described above; (ii) entering into
forward foreign currency contracts; (iii)
financial futures contracts purchased on margin;
and (iv) commodity futures contracts purchased on
margin.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
A-6
EXHIBIT A
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
PROPOSAL EXISTING FUNDAMENTAL INVESTMENT RESTRICTION PROPOSED CHANGE
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
REAL ESTATE. The Fund may not purchase or sell REAL ESTATE. The Fund may not purchase or sell
real estate, although the Fund may purchase real estate, except that the Fund may (i) invest
securities of companies which deal in real estate, in securities of issuers that invest in real
2-E including securities of real estate investment estate or interests therein, (ii) invest in
trusts, and may purchase securities which are mortgage-related securities and other securities
secured by interests in real estate. that are secured by real estate or interests
therein, and (iii) hold and sell real estate
acquired by the Fund as a result of the ownership
of securities.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
REAL ESTATE LIMITED PARTNERSHIPS, OIL, GAS AND [Eliminated]
2-F MINERALS LEASES. The Fund may not invest in real
estate limited partnerships or in oil, gas or
other mineral leases.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
2-G EXERCISING CONTROL. The Fund may not make [Eliminated]
investments for the purpose of exercising control
or management.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
COMMODITIES. The Fund may not purchase or sell COMMODITIES. The Fund may not purchase or sell
commodities or commodity futures contracts (for commodities, unless acquired as a result of owning
the purpose of this restriction, forward foreign securities or other instruments, but it may
exchange contracts are not deemed to be a purchase, sell or enter into financial options and
commodity or commodity contract) except that the futures, forward and spot currency contracts, swap
Fund may, for hedging purposes only, buy and sell transactions and other financial contracts or
financial futures contracts which may include derivative instruments and may invest in
2-H stock and bond index futures contracts and foreign securities or other instruments backed by
currency futures contracts. The Fund may, for commodities.
hedging purposes only, buy and sell commodity
futures contracts on gold and other natural
resources or on an index thereon. The Fund may not
commit more than 5% of its total assets to initial
margin deposits on futures contracts not used for
hedging purposes (except that margin deposits for
futures positions entered into for bona fide
hedging purposes are excluded from the 5%
limitation). In addition, the Fund may invest in
gold bullion and coins.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
A-7
EXHIBIT A
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
PROPOSAL EXISTING FUNDAMENTAL INVESTMENT RESTRICTION PROPOSED CHANGE
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
CONCENTRATION. The Fund may not invest more than CONCENTRATION. The Fund may not purchase any
25 percent of the value of the Fund's total assets security if, as a result of that purchase, 25% or
in the securities of issuers having their more of its total assets would be invested in
2-I principal business activities in the same securities of issuers having their principal
industry, except as otherwise stated in the Fund's business activities in the same industry, except
fundamental investment objective, and provided that the Fund will invest greater than 25% or more
that this limitation does not apply to obligations of its total assets in "hard asset" industries as
issued or guaranteed by the United States defined in the Prospectus. This limit does not
Government, its agencies or instrumentalities. apply to securities issued or guaranteed by the
U.S. government, its agencies or
instrumentalities.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
DIVERSIFICATION. The Fund may not, as to 75% of [Eliminated]
its total assets, purchase securities of any
issuer, if immediately thereafter (i) more than 5%
of the Fund's total assets (taken at market value)
2-J would be invested in the securities of such
issuer, or (ii) more than 10% of the outstanding
securities of any class of such issuer would be
held by the Fund (provided that these limitations
do not apply to obligations of the United States
Government, its agencies or instrumentalities).
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
A-8
EXHIBIT A
VAN ECK WORLDWIDE INSURANCE TRUST FUNDAMENTAL INVESTMENT RESTRICTIONS
WORLDWIDE REAL ESTATE FUND
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
PROPOSAL EXISTING FUNDAMENTAL INVESTMENT RESTRICTION PROPOSED CHANGE
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
2-A BORROWING. The Fund may not borrow money, except BORROWING. The Fund may not borrow money, except
that the Fund may borrow up to 30% of the value of as permitted under the 1940 Act, as amended and as
its net assets to increase its holdings of interpreted or modified by regulation from time to
portfolio securities. time.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
UNDERWRITING. The Fund may not underwrite any UNDERWRITING. The Fund may not engage in the
issue of securities (except to the extent that the business of underwriting securities issued by
2-B Fund may be deemed to be an underwriter within the others, except to the extent that the Fund may be
meaning of the Securities Act of 1933, as amended, considered an underwriter within the meaning of
in the disposition of restricted securities). the Securities Act of 1933 in the disposition of
restricted securities or in connection with its
investments in other investment companies.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
LENDING. The Fund may not make loans, except by LENDING. The Fund may not make loans, except that
(i) purchase of marketable bonds, debentures, the Fund may (i) lend portfolio securities, (ii)
commercial paper and similar marketable evidences enter into repurchase agreements, (iii) purchase
of indebtedness (such as structured notes, indexed all or a portion of an issue of debt securities,
2-C securities and swaps), and (ii) repurchase bank loan participation interests, bank
agreements. The Fund may lend to broker-dealers certificates of deposit, bankers' acceptances,
portfolio securities with an aggregate market debentures or other securities, whether or not the
value up to one-third of its total assets. purchase is made upon the original issuance of the
securities, and (iv) participate in an interfund
lending program with other registered investment
companies.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
SENIOR SECURITIES. The Fund may not issue senior SENIOR SECURITIES. The Fund may not issue senior
securities except insofar as the Fund may be securities, except as permitted under the 1940
deemed to have issued a senior security by reason Act, as amended and as interpreted or modified by
2-D of (i) borrowing money in accordance with regulation from time to time.
restrictions described above; (ii) entering into
forward foreign currency contracts; (iii)
financial futures contracts purchased on margin;
and (iv) foreign currency swaps.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
A-9
EXHIBIT A
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
PROPOSAL EXISTING FUNDAMENTAL INVESTMENT RESTRICTION PROPOSED CHANGE
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
REAL ESTATE. The Fund may not purchase or sell REAL ESTATE. The Fund may not purchase or sell
real estate, although the Fund may purchase real estate, except that the Fund may (i) invest
2-E securities of companies which deal in real estate, in securities of issuers that invest in real
including securities of real estate investment estate or interests therein, (ii) invest in
trusts, and may purchase securities which are mortgage-related securities and other securities
secured by interests in real estate. that are secured by real estate or interests
therein, and (iii) hold and sell real estate
acquired by the Fund as a result of the ownership
of securities.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
REAL ESTATE LIMITED PARTNERSHIPS, OIL, GAS AND [Eliminated]
2-F MINERALS LEASES. The Fund may not invest in oil,
gas or other mineral leases.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
EXERCISING CONTROL. The Fund may not make [Eliminated]
2-G investments for the purpose of exercising control
or management.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
COMMODITIES. The Fund may not purchase or sell COMMODITIES. The Fund may not purchase or sell
commodities or commodity futures contracts (for commodities, unless acquired as a result of owning
the purpose of this restriction, forward foreign securities or other instruments, but it may
exchange contracts are not deemed to be a purchase, sell or enter into financial options and
commodity or commodity contract) except that the futures, forward and spot currency contracts, swap
Fund may, for hedging purposes only, buy and sell transactions and other financial contracts or
financial futures contracts which may include derivative instruments and may invest in
stock and bond index futures contracts and foreign securities or other instruments backed by
2-H currency futures contracts. The Fund may, for commodities.
hedging purposes only, buy and sell commodity
futures contracts on gold and other natural
resources or on an index thereon. The Fund may not
commit more than 5% of its total assets to initial
margin deposits on futures contracts not used for
hedging purposes (except that margin deposits for
futures positions entered into for bona fide
hedging purposes are excluded from the 5%
limitation).
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
A-10
EXHIBIT A
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
PROPOSAL EXISTING FUNDAMENTAL INVESTMENT RESTRICTION PROPOSED CHANGE
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
CONCENTRATION. The Fund may not invest more than CONCENTRATION. The Fund may not purchase any
25 percent of the value of the Fund's total assets security if, as a result of that purchase, 25% or
in the securities of issuers having their more of its total assets would be invested in
principal business activities in the same securities of issuers having their principal
2-I industry, except as otherwise stated in the Fund's business activities in the same industry except
fundamental investment objective, and provided that the Fund will invest 25% or more of its total
that this limitation does not apply to obligations assets in equity securities of domestic and
issued or guaranteed by the United States foreign companies that own significant real estate
Government, its agencies or instrumentalities. assets or that are principally engaged in the real
estate industry. This limit does not apply to
securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
A-11
EXHIBIT A
VAN ECK WORLDWIDE INSURANCE TRUST FUNDAMENTAL INVESTMENT RESTRICTIONS
WORLDWIDE ABSOLUTE RETURN FUND
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
PROPOSAL EXISTING FUNDAMENTAL INVESTMENT RESTRICTION PROPOSED CHANGE
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
COMMODITIES. The Fund may not purchase or sell COMMODITIES. The Fund may not purchase or sell
commodities or commodity contracts, except the commodities, unless acquired as a result of owning
Fund may purchase and sell derivatives (including securities or other instruments, but it may
2-H but not limited to options, futures contracts and purchase, sell or enter into financial options and
options on futures contracts) whose value is tied futures, forward and spot currency contracts, swap
to the value of a financial index or a financial transactions and other financial contracts or
instrument or other asset (including, but not derivative instruments and may invest in
limited to, securities indexes, interest rates, securities or other instruments backed by
securities, currencies and physical commodities). commodities.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
CONCENTRATION. The Fund may not purchase a CONCENTRATION. The Fund may not purchase any
security if, after giving effect to the purchase, security if, as a result of that purchase, 25% or
more than 25% of its total assets would be more of its total assets would be invested in
2-I invested in the securities of one or more issuers securities of issuers having their principal
conducting their principal business activities in business activities in the same industry. This
the same industry. limit does not apply to securities issued or
guaranteed by the U.S. government, its agencies or
instrumentalities.
- ----------------- ---------------------------------------------------------- ------------------------------------------------------
A-12
EXHIBIT B
VAN ECK FUNDS
VAN ECK FUNDS, INC.
VAN ECK WORLDWIDE INSURANCE TRUST
AUDIT
ORGANIZATION
Organization
There shall be a committee of each of the Boards of Trustees/DirectorsTrustees of each Van Eck Fund, Van Eckof VanEck Funds Inc., and Van Eck Worldwide InsuranceVanEck VIP Trust (the "Funds"“Funds”) to be known as the AuditGovernance Committee. The AuditGovernance Committee shall be composed of at least three trustees/directors, each of whomtrustee named to the Governance Committee who is not an "interested person"“interested person” (as defined in the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”)) of the Fund and is free of any relationship that, in the opinion of the Board of Trustees/DirectorsTrustees, would interfere with their exercise of independent judgment as a committee member. As referred to herein, “management” of the Fund shall include employees and affiliated persons as defined in the 1940 Act of Van Eck Associates Corporation, or any of the Funds’ investment advisers, distributor or sub advisers.
Statement of Policy
The Governance Committee shall provide assistance to the Funds’ trustees in fulfilling their responsibilities to the shareholders relating to corporate governance matters including, but not by way of limitation, nomination of trustees, election of trustees, retirement policies of non-interested trustees, addressing and resolving conflicts of interests, promoting the education of trustees and enhancing the quality and integrity of the functioning of the Board. In so doing, it is the responsibility of the Governance Committee to maintain free and open communication between the trustees and the management of the Funds. The Governance Committee shall have access to independent counsel, auditors and other advisers, as it deems necessary.
In discharging its responsibilities, the Governance Committee will have broad authority to react promptly and appropriately to changing conditions and to ensure practices of the Funds are in accordance with all legal requirements and are of the highest level of integrity.
Responsibilities and Powers
The Governance Committee shall have the responsibility and power to:
| • | General. Investigate and consider any matter brought to its attention within the scope of its duties, with the power to retain outside counsel and other experts at the Fund’s expense for this purpose as it deems appropriate. |
| • | Assessment of Overall Board Effectiveness. Review periodically the effectiveness and composition of the overall Board, Board Committees, and the Chairperson of the Board and other related matters giving consideration to such factors including: frequency of the meetings, nature |
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and quality of the materials provided to the Board by management and others, adequacy of the time scheduled at meetings to adequately focus on agenda matters, input by the Board in setting the agenda, opportunity to meet separately with counsel and outside advisers, active and meaningful participation by members at Board meetings, appropriate and diverse skills and background of Board members, and agreement with management’s objectives.
| • | Periodic Review of Board Leadership Positions. Periodically, but no less frequently than every two years, review and make recommendations to the Board for the nomination and election of one or more individuals to serve as Chairperson and Vice-Chairperson, if any, of the Board and chair and/or vicechair of each Committee thereof. |
| • | Independent Trustee Compensation. Review periodically the compensation of Board and Committee members for reasonableness and make recommendations to the Board for approval of such compensation. |
| • | Trustee Alignment with Fund Shareholders. Review the investment of trustees in the Funds and review policies, such as a deferred compensation plan, intended to promote investment in the Funds by the trustees. |
| • | Independent Trustee Independence. No less frequently than annually, review the continued independence of the independent trustees, and periodically review the independent trustees’ outside activities for actual or potential conflicts of interest due to any material business relationship with management or other service providers to the Trusts and their affiliates, to help ensure the ongoing independence of the independent trustees. Such periodic review will also entail consideration of whether outside activities could entail other business conflicts or otherwise impair a Trustee’s ability to contribute appropriately as a Trustee. |
| • | Retirement Policy and Term Limits. Review and recommend a retirement policy to the Board which may include the appropriateness of a mandatory retirement age, a grandfather provision for current board members, and consideration of terms and/or term limits for trustees. |
| • | Trustee Nominations. Make recommendations for nominations of trustee candidates for the Board to the independent trustees and to the full Board. In so doing, the Committee shall perform the following tasks. |
Evaluate trustee candidates’ qualifications for Board membership, and independent trustee candidates’ independence from the Funds’ investment adviser and other principal service providers. Persons selected as independent trustee candidates must be independent in terms of both the letter and spirit of the 1940 Act. The Governance Committee shall also consider the effect of any relationships beyond
B-2
those delineated in the 1940 Act that might impair independence, e.g., business, financial or family relationships with the investment adviser or its affiliates. In determining nominees’ qualifications for Board membership, the Governance Committee may consider such other factors as it may determine to be relevant to fulfilling the role of being a member of the Board.
In considering a candidate’s qualifications, the Governance Committee shall generally consider the potential candidate’s educational background, business or professional experience, and reputation. In addition, all candidates as members of the Board must demonstrate an ability and willingness to make the considerable time commitment, including personal attendance at Board meetings, believed necessary to his or her function as an effective Board member. The Committee may adopt from time to time specific, minimum qualifications that the Committee believes a candidate must meet before being considered as a candidate for Board membership, subject to approval by the full Board. In so doing, the Committee shall comply with any rules adopted from time to time by the U.S. Securities and Exchange Commission regarding investment company nominating committees and the nomination of persons to be considered as candidates for Board membership.
| • | New Independent Trustee Training. Oversee the training and onboarding of any new independent trustee to facilitate his or her understanding of the business and operations of the Trusts and each Fund, as well as the role and responsibilities of an independent trustee under state and federal law. Such training shall involve the participation of management personnel as deemed appropriate by the Governance Committee. |
| • | Independent Legal Counsel. Monitor and supervise the performance of legal counsel employed by the independent trustees, and monitor the independence of legal counsel employed by the independent trustees in accordance with requirements of 1940 Act rules. The Governance Committee (or its delegate) shall oversee the compensation paid to legal counsel employed by the independent trustees. |
| • | Other. Perform such other functions as assigned by law, the Funds’ charter or bylaws, or the Board of Trustees. |
Operations of the Governance Committee
B-3
As last amended and approved on June 22, 2017.
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APPENDIX C
VANECK VIP TRUST
AUDIT COMMITTEE CHARTER
Organization
There shall be a committee of the Board of Trustees of each of VanEck Funds and VanEck VIP Trust (the "Board"“Funds”) to be known as the Audit Committee. The Audit Committee shall be composed of at least three trustees, each of whom is not an “interested person” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Fund and is free of any relationship that, in the opinion of the Board of Trustees (the “Board”), would interfere with their exercise of independent judgment as a committee member. No member of the Audit Committee shall receive any compensation from the Funds except compensation for service as a member of a Fund'sFund’s Board or a committee of the Board. As referred to herein, "management"“management” of the Fund shall include employees of Van Eck Associates Corporation, or any of the Funds'Funds’ investment advisers, distributor or sub advisers.
Unless it determines that no member of the Audit Committee qualifies as an audit committee financial expert as defined in Item 3 of Form N-CSR (in accordance with the criteria below) the Board will identify one (or in its discretion, more than one) member of the Audit Committee as an Audit Committee financial expert. The identification of an Audit Committee member as an audit committee financial expert does not impose on the member any duties, obligations, or liability that are greater than the duties, obligations, and liability imposed on Audit Committee members in general.
STATEMENT OF POLICY
Statement of Policy
The Audit Committee shall provide assistance to the Funds' Trustees/DirectorsFunds’ Trustees in fulfilling their responsibilities to the shareholders, potential shareholders, and investment community relating to accounting, reporting practices of the Funds, and the quality and integrity of the financial reports of the Fund. In so doing, it is the responsibility of the Audit Committee to maintain free and open means of communication between the Trustees/Directors,Trustees, the independent auditors, the internal auditors, and the management of the Funds.
PURPOSES OF THE AUDIT COMMITTEE
Purposes of the Audit Committee
The purposes of the Audit Committee are:
o
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The independent auditors for the Funds shall report directly to the Audit Committee.
RESPONSIBILITIES AND POWERS OF THE AUDIT COMMITTEE
In
Responsibilities and Powers of the Audit Committee
ln carrying out its purposes, the Audit Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and in the interest of establishing accounting and reporting practices of the Funds that are in accordance with all requirements.
In carrying out its purposes, the Audit Committee shall have the following responsibilities and powers with respect to each Fund:
o
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Audit Committee hereby delegates to each of its members the authority to pre-approve any non-audit services referred to above between meetings of the Audit Committee, provided that: (i) all reasonable efforts shall be
B-2
o
C-3
over financial reporting or material weaknesses therein and any reported evidence of fraud involving management or other employees who have a significant role in the Fund'sFund’s internal control over financial reporting;
o
The Audit Committee shall have the resources and authority appropriate to discharge its responsibilities, including appropriate funding, as determined by the Audit Committee, for payment of compensation to the auditors for the purpose of conducting the audit and rendering their audit report, the authority to retain and compensate special counsel and other experts or consultants as the Audit Committee deems necessary, and the authority to obtain specialized training for Audit Committee members, at the expense of the Fund.
The Audit Committee may delegate any portion of its authority to a subcommittee of one or more members.
B-4
ROLE OF THE AUDIT COMMITTEE
Role of the Audit Committee
The function of the Audit Committee is oversight; it is management'smanagement’s responsibility to maintain appropriate systems for accounting and internal control over financial reporting, and the auditor'sauditor’s responsibility to plan and carry out a proper audit. Specifically, Fund'sFund’s management is responsible for: (1) the preparation, presentation and integrity of the Fund'sFund’s financial statements; (2) the maintenance of appropriate accounting and financial reporting principles and policies; and (3) the maintenance of internal control over financial reporting and other procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for planning and carrying out an audit
C-4
consistent with applicable legal and professional standards and the terms of their engagement letter. Nothing in this charter shall be construed to reduce the responsibilities or liabilities of the Funds'Funds’ service providers, including the auditors.
Although the Audit Committee is expected to take a detached and questioning approach to the matters that come before it, the review of a Fund'sFund’s financial statements by the Audit Committee is not an audit, nor does the Audit Committee'sCommittee’s review substitute for the responsibilities of a Fund'sFund’s management for preparing, or the independent auditors for auditing, the financial statements. Members of the Audit Committee are not full-time employees of the Funds and, in serving on this Audit Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct "field
work"“field work” or other types of auditing or accounting reviews or procedures.
In discharging their duties the members of the Audit Committee are entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1)(l) one or more officers of a Fund whom the director reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person'sperson’s professional or expert competence; or (3) a Board committee of which the director is not a member.
OPERATIONS OF THE AUDIT COMMITTEE
o
Operations of the Audit Committee
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As last amended and approved on March 15, 2012
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APPENDIX D
PRINCIPAL SHAREHOLDERS
As of July 31, 2019, shareholders of record of 5% or more of the outstanding shares of each of the Boards of Trustees/Directorsclass of each Van Eck Funds, Van Eck Funds, Inc., and Van Eck Worldwide Insurance Trust (the
"Funds") to be knownFund were as the Governance Committee. The Governance Committee shall
be composed of each trustee/director named to the Governance Committee who is
not an "interested person" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Fund and is free of any relationship that, in
the opinion of the Board of Trustees/Directors, would interfere with their
exercise of independent judgment as a committee member. As referred to herein,
"management" of the Fund shall include employees and affiliated persons as
defined in the 1940 Act of Van Eck Associates Corporation, or any of the Funds'
investment advisers, distributor or sub advisers.
STATEMENT OF POLICY
The Governance Committee shall provide assistance to the Funds'
trustees/directors in fulfilling their responsibilities to the shareholders
relating to corporate governance matters including, but not by way of
limitation, nomination of trustees/directors, election of trustees/directors,
retirement policies of non-interested trustees/directors, addressing and
resolving conflicts of interests, and the quality and integrity of the
functioning of the Board. In so doing, it is the responsibility of the
Governance Committee to maintain free and open communication between the
trustees/directors and the management of the Funds. The Governance Committee
shall have access to independent counsel, auditors and other advisers, as it
deems necessary.
In discharging its responsibilities, the Governance Committee will have broad
authority to react promptly and appropriately to changing conditions and to
ensure practices of the Funds are in accordance with all legal requirements and
are of the highest level of integrity.
RESPONSIBILITIES
The Governance Committee will:
o Meet at least once per year or more frequently as circumstances
require. The committee may ask members of management and others to
attend the meeting and provide pertinent information as necessary.
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o Investigate and consider any matter brought to its attention within
the scope of its duties, with the power to retain outside counsel and
other experts at the Fund's expense for this purpose as it deems
appropriate.
o Submit minutes of all meetings of the Governance Committee, or in the
alternative, report to the full Board of Trustees/Directors on matters
discussed at each committee meeting.
o Review periodically the effectiveness and composition of the overall
Board, Board Committees, and the Lead Director and other related
matters giving consideration to such factors including: frequency of
the meetings, nature and quality of the materials provided to the
Board by management and others, adequacy of the time scheduled at
meetings to adequately focus on agenda matters, input by the Board in
setting the agenda, opportunity to meet separately with counsel and
outside advisers, active and meaningful participation by members at
Board meetings, appropriate and diverse skills and background of Board
members, and agreement with management's objectives.
o Review periodically the compensation of Board and Committee members
for reasonableness.
o Review the investment of trustees/directors in the Funds and review
policies, such as a deferred compensation plan, intended to promote
investment in the Funds by the trustees/directors.
o Review activities, including actual or potential conflicts of
interests, of Board members as they relate to any relationship with
management to insure ongoing independence of Board members.
o Adopt and review the adequacy and effectiveness of codes of ethics as
it applies to the activities of the Board and management.
o Review and recommend a retirement policy to the Board which may
include the appropriateness of a mandatory retirement age, a
grandfather provision for current board members, and consideration of
terms and/or term limits for trustees/directors.
o Perform such other functions as assigned by law, the Funds' charter or
bylaws, or the Board of Trustees/Directors.
o Review periodically the adequacy of the Governance Committee Charter.
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INDEMNIFICATION
The Governance Committee and each of its members shall be indemnified
and held harmless by the Funds from any loss, cost, liability, damage
and/or expense (including reasonable attorneys' and accountants' fees
and expenses) ("Loss") arising directly or indirectly from
participation or service on the Governance Committee or actions taken
(or not taken) by such member or the Governance Committee. Nothing in
this paragraph shall relieve the Governance Committee or any member
from Loss arising from gross negligence, willful misconduct or actions
taken in bad faith. The Funds agree to maintain appropriate
Directors/Officers liability insurance.
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follows:
FUND AND CLASS | NAME AND ADDRESS OF OWNER | PERCENTAGE OF CLASS OF FUND OWNED |
VIP Emerging Markets Fund Initial Class | Nationwide Life NWPP c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | 23.38% |
VIP Emerging Markets Fund Initial Class | Jefferson National Life Insurance Co. Attn: Separate Accounts 10350 Ormsby Park Pl., Ste. 600 Louisville, KY 40223-6175 | 18.41% |
VIP Emerging Markets Fund Initial Class | Nationwide Life PMLIC VLI c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | 11.62% |
VIP Emerging Markets Fund Initial Class | Nationwide Life NWVA II c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | 9.78% |
VIP Emerging Markets Fund Initial Class | Nationwide NWVA 9 c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | 8.44% |
VIP Emerging Markets Fund Initial Class | Nationwide NWVLI-4 c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | 6.92% |
VIP Emerging Markets Fund Class S | Nationwide NWVA4 c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | 82.94% |
VIP Emerging Markets Fund Class S | National Life Insurance Co. SAVA5 Attn: Penny Dooley – M415 One National Life Dr. Montpelier, VT 05604-1000 | 12.28% |
D-1
FUND AND CLASS | NAME AND ADDRESS OF OWNER | PERCENTAGE OF CLASS OF FUND OWNED |
VIP Unconstrained Emerging Markets Bond Fund Initial Class | Nationwide Life NWVA II c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | 29.36% |
VIP Unconstrained Emerging Markets Bond Fund Initial Class | Nationwide Life PMLIC VLI c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | 13.57% |
VIP Unconstrained Emerging Markets Bond Fund Initial Class | Great-West OneSource 8515 E Orchard Rd. Greenwood Village, CO 80111-50002 | 12.04% |
VIP Unconstrained Emerging Markets Bond Fund Initial Class | Jefferson National Life Insurance Company Attn: Separate Accounts 10350 Ormsby Park Pl. Ste. 600 Louisville, KY 40223-6175 | 10.68% |
VIP Unconstrained Emerging Markets Bond Fund Initial Class | National Life Insurance Co. Attn: Penny Dooley – M415 One National Life Dr. Montpelier, VT 05604-1000 | 5.22% |
VIP Global Hard Assets Fund Initial Class | Pacific Life Selexd D2 c/o Pacific Life Insurance Company 700 Newport Center Dr. Newport Beach, CA 92660-6307 | 17.45% |
VIP Global Hard Assets Fund Initial Class | Nationwide Life NWPP c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | 13.08% |
VIP Global Hard Assets Fund Initial Class | Nationwide Life NWVLI-4 c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | 11.20% |
VIP Global Hard Assets Fund Initial Class | Nationwide Life NWVA II c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | 7.98% |
VIP Global Hard Assets Fund Initial Class | Midland National Life Value Attn: Variable Life Services PO Box 79907 Des Moines, IA 50325-0907 | 6.55% |
D-2
FUND AND CLASS | NAME AND ADDRESS OF OWNER | PERCENTAGE OF CLASS OF FUND OWNED |
VIP Global Hard Assets Fund Class S | Nationwide Life NWVA II c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | 21.38% |
VIP Global Hard Assets Fund Class S | AXA Equitable Life SA-A c/o J.P. Morgan Worldwide Securities Services 1 Beacon St. Boston, MA 02108-3107 | 17.34% |
VIP Global Hard Assets Fund Class S | AXA Equitable Life SA-70 c/o J.P. Morgan Worldwide Securities Services 1 Beacon St. Boston, MA 02108-3107 | 14.72% |
VIP Global Hard Assets Fund Class S | Pacific Life SA-A c/o Pacific Life Insurance Company 700 Newport Center Dr. Newport Beach, CA 92660-6307 | 11.95% |
VIP Global Hard Assets Fund Class S | AXA Equitable Life SA-FP c/o J.P. Morgan Worldwide Securities Services 1 Beacon St. Boston, MA 02108-3107 | 8.40% |
VIP Global Hard Assets Fund Class S | Nationwide Life NWVA 4 c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | 5.37% |
VIP Global Gold Fund Class S | Riversource Life Insurance Company Attn: Investment Accounting 10468 Ameriprise Financial Ctr. Minneapolis, MN 55474-0001 | 63.26% |
VIP Global Gold Fund Class S | Jefferson National Life Insurance Co. Attn: Separate Accounts 10350 Ormsby Park Pl. Ste. 600 Louisville, KY 40223-6175 | 20.23% |
VIP Global Gold Fund Class S | Nationwide Life NWVA4 c/o IPO Accounting PO Box 182029 Columbus, OH 43218-2029 | 11.79% |
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