U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.
_____
POST-EFFECTIVE AMENDMENT NO. 1
_____
VAN ECK FUNDS
(Exact Name of Registrant as Specified in Charter)
99 Park Avenue, 8th Floor, New York, New York 10016
(Address of Principal Executive Offices)
212-687-5200
(Area Code and Telephone Number)
Thomas H. Elwood, Esq.
Van Eck Associates Corporation
99 Park Avenue, 8th Floor, New York, New York 10016
(Name and Address of Agent for Service)
Copy to: Philip H. Newman, Esq., Goodwin Procter, LLP
Exchange Place, Boston, Massachusetts 02109
__________________________________________________________________
No filing fee is required because the Registrant has heretofore declared its
intention to register an indefinite number of shares of beneficial interest,
$.001 par value, of the Van Eck Natural Resources Fund series, pursuant to Rule
24f-2.
VAN ECK FUNDS
Cross-Reference Sheet
Pursuant to Rule 481(a) under the Securities Act of 1933
Form N-14 Item No. Location in Proxy Statement/Prospectus
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PART A
1 Cover Page of Registration Statement; Prospectus Cover Page
2 Table of Contents
3 Synopsis; Special Considerations and Risk Factors
4 Synopsis, The Reorganization
5 Prospectus Cover Page; Synopsis; and Additional Information
6 Prospectus Cover Page; Synopsis; and Additional Information
7 Special Meeting; Introduction; Synopsis;
The Reorganization; Van Eck Natural Resources Fund;
Global Hard Assets Fund; Information Concerning Meeting;
Additional Information
8 Not Applicable
9 Not Applicable
PART B
10 Cover Page of Statement of Additional Information
11. Table of Contents
12. General Information
13. General Information
14. Financial Statement
LOGO VAN ECK GLOBAL
_________________, 2001
Dear Van Eck Natural Resources Fund Shareholder:
At this time, we are asking our shareholders to consider voting for the approval
of the reorganization of the Van Eck Natural Resources Fund by means of a
tax-free reorganization (merger) into the Van Eck Global Hard Assets Fund, which
we believe to be in shareholders' best interests.
We are recommending that you approve this merger because both Funds have very
similar investment objectives. Both Funds focus on natural resource investments
such as energy, forest products and strategic or precious metals as well as the
underlying commodities. The Global Hard Assets Fund has greater flexibility in
implementing its strategies and meeting its investment objectives. Consolidating
these Funds should provide them with significant economies of scale that will
benefit the shareholders of both Funds.
IMPORTANT: Please be advised that Natural Resources Fund is closed to all sales,
both new and subsequent account purchases, effective April 16, 2001.
Attached are the Notice and Proxy Statement/Prospectus for a Special Meeting of
Shareholders of Natural Resources Fund to be held on June 8, 2001 at 8:00 a.m.
for the purpose of considering the proposed Agreement and Plan of Reorganization
and Liquidation.
PLEASE READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY--IT DISCUSSES THE PROPOSAL
AS WELL AS THE REASONS WHY THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR
THE PROPOSAL.
Please take a moment now to sign and return the proxy card in the enclosed
postage-paid envelope. Or, you may call the telephone number on your proxy card
to use our convenient touch-tone voting system. Whatever method you choose, your
vote is important. IT IS CRITICAL THAT A MAJORITY OF THE NATURAL RESOURCES
FUND'S OUTSTANDING SHARES VOTE. UNLESS A MAJORITY OF SHARES IS VOTED, THE FUND
WILL INCUR ADDITIONAL EXPENSES SOLICITING SUFFICIENT VOTES TO HOLD THE MEETING.
Your prompt attention in this matter benefits all shareholders. Thank you.
Sincerely,
/s/ Derek S. van Eck
------------------------
Derek S. van Eck
Executive Vice President
VAN ECK FUNDS
NATURAL RESOURCES FUND
99 Park Avenue, New York, New York 10016
(212) 687-5200 . 1-800-826-2333
-------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
_____________, 2001
-------------------
A SPECIAL MEETING OF SHAREHOLDERS OF NATURAL RESOURCES FUND ("NRF"), A SERIES OF
VAN ECK FUNDS (THE "TRUST"), will be held at 99 Park Avenue, 8th Floor, New
York, New York 10016, on __________________, 2001 at 8:00 a.m., New York Time,
for the following purposes:
(1) To consider approval of the Plan of Reorganization and Liquidation involving
the exchange of substantially all of the NRF's assets for shares of Van Eck
Global Hard Assets Fund, another series of Van Eck Funds, the assumption of the
liabilities of the NRF by Van Eck Global Hard Assets Fund, the distribution of
Van Eck Global Hard Assets Fund shares to the NRF's shareholders and the
liquidation of NRF;
(2) To act upon such other matters as may properly come before the meeting or
any adjournment or adjournments thereof.
Shareholders of record at the close of business on __________________ 2001 are
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
By order of the Board of Trustees
---------------------------------
/s/ Thomas H. Elwood
Thomas H. Elwood
Secretary
____________, 2001
-----------------------
YOUR VOTE IS IMPORTANT!
-----------------------
WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY.
INVESTORS ARE ADVISED TO READ AND RETAIN THIS PROXY STATEMENT/PROSPECTUS FOR
FUTURE REFERENCE. IT CONTAINS THE INFORMATION ABOUT THE FUND THAT SHAREHOLDERS
SHOULD KNOW BEFORE VOTING ON THE PROPOSAL DISCUSSED IN THIS PROXY
STATEMENT/PROSPECTUS.
VAN ECK FUNDS
99 Park Avenue, New York, New York 10016
(212) 687-5200 . 1-800-826-2333
---------------------------
PROXY STATEMENT/PROSPECTUS
---------------------------
Van Eck Funds has filed a Registration Statement with the Securities and
Exchange Commission (the "SEC") for the registration of shares of Van Eck Global
Hard Assets Fund ("GHA"), a series of Van Eck Funds to be offered to the
shareholders of Natural Resources Fund ("NRF"), also a series of Van Eck Funds
(the "Trust"), pursuant to a Plan of Reorganization and Liquidation of NRF (the
"Plan") involving the exchange of NRF's assets for shares of GHA, the assumption
of the liabilities of NRF by GHA, the distribution of GHA shares to NRF's Class
A shareholders and the subsequent liquidation of NRF (the "Reorganization").
GHA is an open-end investment company, whose objective is to seek long-term
capital appreciation by investing in Hard Asset Securities. Hard Asset
Securities are stocks, bonds, and other securities of companies that derive at
least 50% of their gross revenue or profit from exploration, development.
production and distribution of commodities, natural resources, precious metals
and real estate.
The Prospectus and Statement of Additional Information for GHA ("GHA
Prospectus") dated _____, 2001 and the Prospectus and Statement of Additional
Information for NRF ("NRF Prospectus") also dated __________, 2001 are
incorporated by reference (made a legal part of) into this Proxy
Statement/Prospectus. A free copy can be obtained by calling (800) 826-2333.
A Statement of Additional Information relating to the Reorganization (the
"Reorganization Statement of Additional Information") dated _______________
2001, which follows this Proxy Statement/Prospectus, is incorporated by
reference into this Proxy Statement/Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
REPORTS, PROXY STATEMENTS, REGISTRATION STATEMENTS AND OTHER INFORMATION FILED
BY VAN ECK FUNDS CAN BE INSPECTED AND COPIED AT THE PUBLIC REFERENCE FACILITIES
OF THE SECURITIES AND EXCHANGE COMMISSION IN WASHINGTON, DC AND REGIONAL OFFICES
OF THE COMMISSION LOCATED AT 7 WORLD TRADE CENTER, NEW YORK, NEW YORK 10048 AND
SUITE 1400, 500 WEST MADISON STREET, CHICAGO, ILLINOIS 60621. COPIES OF SUCH
MATERIAL CAN ALSO BE OBTAINED ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV, OR BY
SENDING AN EMAIL TO PUBLICINFO@SEC.GOV OR A BY WRITING TO PUBLIC REFERENCE
BRANCH, OFFICE OF CONSUMER AFFAIRS AND INFORMATION SERVICES, SECURITIES AND
EXCHANGE COMMISSION, 450 FIFTH STREET, N.W., WASHINGTON, DC 20549 OR ITS PUBLIC
REFERENCE FACILITIES IN NEW YORK, NEW YORK AND CHICAGO, ILLINOIS, AT PRESCRIBED
RATES.
This Proxy Statement/Prospectus is dated ___________, 2001
TABLE OF CONTENTS
PAGE
- ----------------------------------------------------------------------------
Introduction................................................................
Synopsis....................................................................
The Reorganization.........................................................
Investment Objectives and Policies.........................................
Reasons for the Transaction................................................
Investment Advisory and Administrative Fees................................
Other Fees and Benefits....................................................
Purchase Procedures/Sales Charges..........................................
Exchange Privileges........................................................
Redemption Procedures......................................................
Dividends and Distributions................................................
Net Asset Value............................................................
Tax Consequences...........................................................
Special Considerations and Risk Factors.....................................
The Reorganization..........................................................
Procedures.................................................................
Terms of the Agreement and Plan of Reorganization and Liquidation..........
Benefits to NRF as a Result of the Reorganization..........................
Tax Consequences of the Reorganization.....................................
Capitalization.............................................................
Management.................................................................
Shares of NRF to be Issued in the Reorganization and Shares of GHA.........
Other Matters..............................................................
Information Concerning the Meeting..........................................
Date, Time and Place of Meeting............................................
Solicitation, Revocation and Use of Proxies................................
Record Date and Outstanding Shares.........................................
Security Ownership of Certain Beneficial Owners and Management.............
Voting Rights and Required Vote............................................
Additional Information......................................................
Agreement and Plan of Reorganization and Liquidation........................
VAN ECK FUNDS
NATURAL RESOURCES FUND
99 Park Avenue, 8th Floor, New York, New York 10016
(212) 687-5200 . 1-800-826-2333
---------------------------------------
PROXY STATEMENT/PROSPECTUS
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON________, __________, 2001
99 PARK AVENUE, 8TH FLOOR, NEW YORK, NEW YORK 10016
---------------------------------------
INTRODUCTION
This proxy statement is furnished to the shareholders of Natural Resources Fund
("NRF") in connection with the solicitation by the Board of Trustees (the "Board
of Directors") of Van Eck Funds, (the "Trust") of proxies to be used at a
special meeting of shareholders of NRF to be held on_______, 2001 at 8:00 a.m.,
New York Time, or any adjournments thereof (the "Meeting"), to approve or
disapprove a Plan of Reorganization and Liquidation (the "Plan") which
contemplates the exchange of assets from NRF for shares (the "Reorganization
Shares") of Van Eck Global Hard Assets Fund ("GHA"), the assumption of certain
liabilities of NRF by GHA, the distribution of the Reorganization Shares to the
shareholders of NRF and the subsequent liquidation of NRF, as set forth in the
Plan (the "Reorganization"). NRF and GHA are both series of the Trust. As of
________, 2001, the record date, there were ____________ shares of NRF
outstanding (representing __________ Class A shares), and there were _______
shares of GHA outstanding (representing __________ Class A shares,
________________Class B shares, and ________Class C shares). Each shareholder of
NRF will be entitled to one vote for each share of NRF and a fractional vote for
each fractional share of NRF held on the record date. It is expected that the
mailing of this proxy statement will commence on or about __________ 2001. NRF
and GHA each may be referred to herein individually as a "Fund" and collectively
as the "Funds."
The enclosed form of proxy, if properly executed and returned, will be voted in
accordance with the choice specified thereon. The proxy will be voted in favor
of the proposal unless a choice is indicated to vote against the proposal.
Proxies properly executed and returned, but which fail to specify how the shares
are to be voted, will be voted FOR the proposal.
The proxy may be revoked at any time prior to the voting thereof by executing a
superseding proxy, by giving written notice to the Secretary of the Trust at the
address listed on the first page of this Proxy Statement/Prospectus or by voting
in person at the Meeting.
In the event there are not sufficient votes to approve the proposal at the time
of the Meeting, the Meeting may be adjourned in order to permit further
solicitations of proxies by NRF. If NRF proposes to adjourn the Meeting by a
vote of the shareholders, the persons named in the enclosed proxy card will vote
all shares for which they have voting authority in favor of such adjournment.
To the knowledge of NRF, as of _____________, 2001, no shareholder owned of
record or beneficially 5% or more of the outstanding shares of that Fund, except
as follows: [insert 5% owners]
To the knowledge of GHA, as of __________, 2001, no shareholder owned of record
or beneficially 5% or more of the outstanding shares of that Fund, except as
follows: [Inset 5% owners]
In addition, as of __________, 2001, all Trustees and officers of the Trust as a
group owned less than 1% of GHA and less than 1% of NRF. Van Eck Associates
Corporation owned ____% of NRF's shares, as of that date.
Legal and printing expenses and expenses of holding the Meeting (such as proxy
tabulation and the expense of a solicitor, if any) will be borne by Natural
Resources Fund. Any registration fee payable to the Securities and Exchange
Commission in connection with the registration of shares under the Securities
Act of 1933 or any filing or notification fee payable to the Commission or state
securities commission, in connection with the transactions contemplated by the
Plan, shall be payable by the Fund required to pay such fee.
All fees payable by any party as described herein are payable regardless of
whether the transactions contemplated by the Plan are consummated. In addition
to the solicitation of proxies by mail, proxies may be solicited by officers
and/or employees of the Trust, the Adviser, DST Systems, Inc., the Funds'
Transfer Agent and Dividend Paying Agent (the "Transfer Agent" or "DST"), and/or
MIS Corporation, a proxy solicitation firm, personally or by telephone,
telegraph, facsimile or other means. Brokerage houses, banks and other
fiduciaries will be requested to forward soliciting material to the beneficial
owners of the shares of the Fund and to obtain authorization for the execution
of proxies.
See also "Information Concerning the Meeting" below.
SYNOPSIS
The following is a synopsis of the information contained in or incorporated by
reference in this Proxy Statement/Prospectus regarding the Reorganization, and
presents key considerations for shareholders of NRF to assist them in
determining whether to approve the Reorganization. See also "Special
Considerations and Risk Factors" below.
The Reorganization
The trustees of the Trust (the "Trustees," and each a "Trustee") have determined
that the Reorganization (as described herein) is in the best interests of the
shareholders of NRF and have given their approval to the transactions
contemplated in the Plan associated with the Reorganization. The result of the
Reorganization, if it is consummated, will be the tax-free exchange of assets of
NRF for Reorganization Shares, the assumption of the liabilities of NRF by GHA,
the distribution of Reorganization Shares to the shareholders of NRF and the
subsequent liquidation of NRF. For more information, see "The Reorganization"
below.
Investment Objectives and Policies
Summary Comparison between NRF and GHA. NRF and GHA have substantially similar
investment objectives and policies. Both NRF and GHA are non-diversified, as
such term is defined in the Investment Company Act of 1940, as amended (the
"1940 Act").
NRF and GHA. NRF and GHA are both non-diversified series of the Trust. The Funds
both seek long-term capital appreciation by investing primarily in equity
securities and debt and other securities of companies that (i) as regards NRF
explore, develop, produce or distribute gold and other strategic or precious
metals, minerals, oil, natural gas and coal; and (ii) as regards GHA derive at
least 50% of their gross revenues or profits from exploration, development,
production, or distribution of commodities, natural resources, precious metals
or real estate. The Funds both involve greater risk than an investment in other
funds. NRF is subject to foreign securities risk, precious metals risk,
non-diversification risk, leverage risk and interest rate risk. GHA is subject
to these same risks as well as emerging market risk, junk bond risk, CMO risk
and credit risk. There is no assurance that either Fund will meet its investment
objectives and neither Fund should be considered a complete investment in
itself. Equity securities in which the Funds may invest include common stocks;
preferred stocks (either convertible or non-convertible); rights, warrants;
direct equity interests in trusts, partnerships, joint ventures and other
unincorporated entities or enterprises; convertible debt instruments; and
special classes of shares available only to foreign persons in those markets
that restrict ownership of certain classes of equity to nationals or residents
of that country. These securities may be listed on securities exchanges or
traded over-the-counter.
The Funds emphasize equity securities, but may also invest in other types of
instruments, including debt securities of any quality (other than commercial as
described herein). The GHA will not invest more than 35% of its assets in debt
securities rated below BBB by S&P or Baa by Moody's. The NRF is not never
limited in its investment of its assets in debt securities rated below BBB by
S&P or Baa by Moody's, although it seldom has made such investments. Debt
securities may include fixed or floating rate bonds, notes debentures,
commercial paper, loans, convertible securities and other debt securities issued
or guaranteed by governmental, banking and private entities.
NRF and GHA may also buy and sell derivatives such as financial futures
contracts, bond index futures contracts and foreign currency futures contracts
for hedging purposes. In addition, NRF is permitted to invest in options on
foreign currency exchange contracts, options on foreign currencies, including
cross currency hedges. Both Funds are permitted to purchase, "when issued"
securities and collaterized mortgage obligations and borrow up to 30% (or in the
case of NRF 50%) of net assets to increase holdings of portfolio securities.
GHA is permitted to invest a higher percentage of its assets (up to 35%) in low
rated debt securities or "junk bonds" which involve more risk of default than do
higher rated issues than NRF. GHA may engage in short sales, which are sales in
which the seller borrows a security from a broker then sells it, expecting to
buy it back at a lower price. The risk in such a transaction is that the
security's price may increase and the Fund will have to buy it back at a higher
price.
GHA may for hedging purposes invest in indexed commercial paper linked in value
to two foreign currencies and there is a risk of lost principal if the value of
such currencies is not properly anticipated.
GHA is permitted to lend up to one-third of its securities to broker dealers who
must collateralize these borrowings in full. The risk is that such
broker-dealers may breach their agreement to return the securities or repay the
loan in cash. GHA may invest in real estate securities.
For temporary defensive purposes, both Funds may invest a substantial portion of
their assets (in the case of NRF more than 35% of its total assets) in bonds of
US or foreign governments, certificates of deposit, bankers acceptances, high
grade commercial paper and repurchase agreements.
Reasons for the Transaction
Sales of GHA and NRF have both been very slow in recent years and the net assets
of both Funds have declined. GHA has enjoyed significantly better performance
than NRF both on a short term and long term basis. It is Management's belief
that GHA provides a more attractive product for investors with similar
investment objectives to NRF. It is Management's expectation that the merged
Fund will be more marketable and more efficient to manage and administer as well
as bring economies of scale which will benefit the shareholders of both Funds.
The Board of Trustees has determined that participation in the Reorganization,
as described herein, is in the best interests of NRF and that the interests of
existing GHA and NRF shareholders will not be diluted as a result of such
participation. The Board also considered a number of factors and alternatives in
addition to the ones stated in the preceding paragraph. The Trustees determined
that the Reorganization provided greater benefits to shareholders than other
options, such as the liquidation of NRF. Liquidating NRF would have required
most shareholders to recognize either gains or losses in the current tax year
when many shareholders might have preferred to defer such gains or losses. An
exchange into GHA would force the shareholder to recognize a gain or loss for
tax purposes, whereas the Reorganization will achieve the same result, but on a
tax-free basis. The redemption procedure and exchange privilege, which are
described below, allow any shareholder not desiring to participate in the
Reorganization to achieve the same results as liquidation of NRF. The Board of
Trustees also considered the Funds' investment objectives, policies,
restrictions and portfolios; any factors which might require an adjustment to
the exchange price or formula, such as costs or tax and other benefits to be
derived by the Funds; tax consequences of the Reorganization; relative benefits
to be derived by the Adviser and/or its affiliates or other persons; and other
factors.
Investment Advisory and Administrative Fees
Van Eck Associates Corporation (the "Adviser" or "Van Eck") acts as the
investment adviser to GHA and NRF. Total aggregate assets under management by
the Adviser and its subsidiaries on February 28, 2001 were approximately $1.1
Billion. The Adviser acts as investment adviser to other mutual funds registered
with the Securities and Exchange Commission under the 1940 Act and manages or
advises managers of portfolios of pension plans, hedge funds and others. John C.
van Eck, Chairman and President of the Trust, together with members of his
immediate family, own 100% of the voting stock of Van Eck.
NRF pays an annual investment advisory fee of .75 of 1% of the first $500
million of average daily net assets .65 of 1% of the next $250 million of
average daily net assets and .50 of 1% of average daily net assets in excess of
$750 million. In addition, Van Eck performs accounting and administrative
services for NRF, for which the Fund pays Van Eck at an annual rate of .25% of
average daily net assets. GHA pays an annual fee of 1% of average daily net
assets to the Adviser. This fee includes the same accounting and administrative
services provided to NRF at an additional fee set forth above.
Distribution Fees
_______ (the "Distributor") serves as distributor for both GHA and NRF. The Plan
of Distribution (the "GHA Distribution Plan") for GHA Class A shares is a
compensation-type plan pursuant to which GHA Class A pays a 12-b! fee (that is,
a fee authorized by Rule 12b-1 ("Rule 12b-1") of the 1940 Act) at an annual rate
of .50% of average daily net assets, all or some of which is used for payments
to agents or brokers who service shareholder accounts of GHA and the remainder
of which is used for other actual promotional and distribution expenses incurred
by the Distributor. Any Rule 12b-1 fee accrued by GHA Class A in excess of
payments to brokers and agents and reimbursement to the Distributor for its
actual expenses is retained by the Distributor. The Plan does not provide for
the payment of interest as a distribution expense or for the carry-forward of
reimbursable or payable amounts under the Plan to subsequent years.
The Plan of Distribution (the "NRF Distribution Plan") for NRF is a
reimbursement-type plan pursuant to which NRF Class A pays a 12b-1 fee at an
annual rate of .25% of average daily net assets, all or some of which is used
for payments to agents or brokers who service shareholder accounts of NRF and
the remainder of which is used for other actual promotional and distribution
expenses incurred by the Distributor. The NRF Distribution Plan does not provide
for the payment of interest as distribution expense or for the carry-forward of
reimbursable or payable amounts under the NRF Distribution Plan to subsequent
years.
Tax Treatment
Neither Fund will recognize any gain or loss on the transaction. NRF will have
the same basis and holding period in the assets received as GHA. As of December
31, 2000, NRF had capital loss carry forwards available to offset future capital
gains of $30,440,338 expiring December 31, 2005, December 31, 2006, December 31,
2007, and December 31, 2008, in the amounts of $4,289,233, $13,306,791,
$8,828,338 and $3,981,976, respectively. Under the Internal Revenue Code, the
utilization of these losses in future years may be limited.
NRF's total gross operating expenses for the year ended December 31, 2000 were
2.69% of average daily net assets GHA's total operating expenses for the year
ended December 31, 2000 were 2.52%(Class A), 2.63% (Class B) and 3.82% (Class
C).
Shareholder Transaction Expenses
The following table provides a comparison of the transaction and operating
expenses paid by NRF and GHA. It is intended to assist an investor in
understanding the various direct and indirect costs and expenses borne by an
investor in the Funds. The sales charges are the maximum sales charges an
investor would incur. Sales charges decline depending on the amount of the
purchase, the number of shares an investor already owns or use of various
investment programs. See "Purchase of Shares" in the GHA Prospectus and the NRF
Prospectus. The Adviser, Van Eck or the Distributor may, from time to time,
waive fees and/or reimburse certain expenses of either Fund.
POST
NRF GHA MERGER
Maximum Sales Charge Imposed on Purchases (as a percent
of offering price) .................................... 5.75% 5.75% 5.75%
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
- ---------------------------------------
Management Fee ......................................... 0.75% 1.00% 1.00%
12b-1 Fee/Shareholder Servicing Fee** .................. 0.25% 0.50% 0.50%
Other Expenses ......................................... 1.69% 1.02% 1.03%
---- ---- ----
Total Fund Operating Expenses .......................... 2.69% 2.52% 2.53%*
==== ==== ====
* The Adviser has voluntarily imposed a fee cap of 1.5%; however, it has no
obligation to maintain this cap.
- --------------
Example: You would bear the following expenses on a $1,000 investment, including
maximum sales load, assuming (1) 5% annual return and (2) redemption at the end
of each time period.
GHA
POST-
NRF GHA* MERGER
----- ---- ------
1 Year.................................................. $ 83 $ 82 $ 82
3 Years................................................. $136 $131 $132
5 Years................................................. $192 $184 $184
10 Years................................................ $342 $327 $328
* Calculated as if voluntary fee cap was not in place.
This table should not be considered a representation of past or future expenses
which may be more or less than those shown. The assumed 5% annual return is
hypothetical and should not be considered a representation of past or future
annual return. Actual return may be greater or less than the assumed amount.
Purchase Procedures/Sales Charges
After the Reorganization, shareholders of NRF will be shareholders of GHA, and
therefore subsequent purchases of shares of GHA will be subject to the
applicable initial sales charge as described in "Synopsis-Shareholder
Transaction Expenses" above.
Exchange Privileges
Exchanges out of NRF will be accepted up to the business day prior to the
Exchange Date, as defined in "The Reorganization" below.
Shareholders of NRF and GHA may exchange shares, at net asset value, for shares
of the same class of any of the other Funds. Shares of GHA exchanged for Class B
or C shares of another fund with a different contingent deferred sales charge or
redemption charge schedule will be subject to the contingent deferred sales
charge or redemption charge applicable to the original purchase.
Shareholders of most of the Van Eck Funds are generally limited to six exchanges
per calendar year. Each Fund reserves the right to terminate, modify or impose a
fee in connection with the exchange privilege as described in more detail in its
Prospectus and Statement of Additional Information under "Exchange Privilege."
Redemption Procedures
Shares of GHA may be redeemed at any time. Redemptions of NRF shares will be
accepted up to the business day prior to the Exchange Date. A redemption may
generate a taxable event. Shares may be redeemed by writing to DST Systems,
Inc., P.O. Box 218407, Kansas City, Missouri 64121, the Fund's transfer agent,
through the shareholder's broker or agent (although they may charge a fee for
their services) or, if the shareholder has so elected, by contacting DST by
telephone. See also "Redemption of Shares" in the GHA Prospectus and the NRF
Prospectus for more information.
Dividends and Distributions
If the Reorganization is approved by shareholders, NRF intends to declare any
applicable dividends and distributions prior to the Exchange Date. GHA will make
a distribution from net investment income in December and distribute any net
realized capital gains resulting from their investment activity annually in
December.
Net Asset Value
The net asset value of NRF and GHA is determined at the close of business on
each day the New York Stock Exchange is open for trading. Each Fund computes net
asset value by dividing the value of its securities, plus cash and other assets
(including interest and dividends accrued but not yet received), less all
liabilities (including accrued expenses), by the number of shares outstanding.
Expenses, including fees paid to the Adviser and/or Van Eck, are accrued daily
for the Funds.
Tax Consequences
Prior to or upon the closing of the Reorganization, counsel to GHA and NRF,
Goodwin Procter LLP, must provide a legal opinion substantially to the effect
that, subject to the customary assumptions and representations, on the basis of
the existing provisions of the Internal Revenue Code of 1986 as amended (the
"Code"), the Treasury regulations promulgated thereunder and current
administrative and judicial interpretations thereof, for Federal income tax
purposes: (i) the transfer of all or substantially all of the assets of NRF to
GHA solely in exchange for GHA shares and the assumption by GHA of some of NRF's
liabilities and the distribution of such shares to the shareholders of NRF, as
provided in the Plan, will constitute a reorganization within the meaning of
Section 368(a)(1)(C) of the Code, and NRF and GHA will each be a "party to a
reorganization" within the meaning of Section 368(b); (ii) NRF will not
recognize a gain or loss on the transfer of its assets to GHA in the
Reorganization; (iii) NRF will not recognize a gain or loss upon its
distribution to its shareholders of the GHA shares received in the
Reorganization; (iv) GHA will not recognize a gain or loss upon the receipt of
the assets of NRF in exchange for the GHA shares; (v) shareholders of NRF will
not recognize a gain or loss on the exchange of shares of NRF for shares of GHA
provided that such shareholders receive solely GHA shares (including fractional
shares) in exchange for their NRF shares; (vi) the tax basis of the NRF assets
acquired by GHA will be the same to GHA as the tax basis of such assets to NRF
immediately prior to the Reorganization and the holding period of the assets of
NRF in the hands of GHA will include the period during which those assets were
held by NRF; (vii) the aggregate tax basis of the GHA shares received by the
shareholders of NRF will be the same as the aggregate tax basis of NRF shares
exchanged by such shareholders immediately prior to the Reorganization; and
(viii) the holding period of the GHA shares (including fractional shares)
received by shareholders of NRF will include the holding period that the NRF
shares exchanged were held (provided that the NRF shares exchanged were held as
a capital asset on the date of the Reorganization). For a discussion of
additional tax considerations, see "The Reorganization--Tax Consequences of the
Reorganization" below.
As a condition to closing, counsel to GHA and NRF must provide a legal opinion
to the effect that, subject to customary assumptions and representations, upon
consummation of the Reorganization and the transfer of substantially all of the
assets of NRF to GHA, neither the Trust, nor any Fund shareholder will recognize
a gain or loss in the exchange of their shares.
SPECIAL CONSIDERATIONS AND RISK FACTORS
The Funds' investment objectives, policies and restrictions are substantially
the same, and therefore the related special considerations and risk factors are
essentially the same. NRF and GHA may invest its assets in securities of
companies in the natural resources and hard assets businesses. NRF and GHA may
also invest in lower quality, high yielding debt securities, in GHA's case up to
35% of GHA's net assets. Further, NRF and GHA may not invest more than 15% (10%
for NRF) of the value of their net assets in securities which are not readily
marketable. GHA may invest in securities of real estate companies.
NRF and GHA may both invest more than 25% of their assets in a single industry.
Because of this, together with the fact that both NRF and GHA are
non-diversified funds (i.e., the Funds are not limited in how much they can
invest in a single issuer), the value of the shares of both NRF and GHA may be
more susceptible to any single economic, political or regulatory event than
would the shares of a diversified fund or a fund that is not permitted to so
concentrate.
Since both NRF and GHA invest extensively in foreign securities, any risks
inherent in such investments are applicable to both Funds. Since investments in
foreign companies will frequently involve currencies of foreign countries, and
since the Funds may hold securities and funds in foreign currencies, the Funds
may be affected favorably or unfavorably by changes in currency rates and in
exchange control regulations, if any, and may incur costs in connection with
conversions between various currencies. Most foreign stock markets, while
growing in volume of trading activity, have less volume than the New York Stock
Exchange, and securities of some foreign companies are less liquid and more
volatile than securities of comparable domestic companies. Similarly, volume and
liquidity in most foreign bond markets are less than in the United States and at
times volatility of price can be greater than in the United States. Fixed
commissions on foreign securities exchanges are generally higher than negotiated
commissions on United States exchanges, although the Funds endeavor to achieve
most favorable net results on their portfolio transactions. There is generally
less government supervision and regulation of securities exchanges, brokers and
listed companies in foreign countries than in the United States. In addition,
with respect to certain foreign countries, there is the possibility of exchange
control restrictions, expropriation or confiscatory taxation, and political,
economic or social instability, each of which could affect investments in those
countries. Foreign securities such as those purchased by the Funds may be
subject to foreign government taxes, higher custodian fees and dividend
collection fees, which could reduce the yield on such securities.
GHA and NRF invest a substantial portion of their assets in developing
countries. Although there is no universally accepted definition, a developing
country is generally considered by the Adviser to be a country, which is in the
initial stages of industrialization. Shareholders should be aware that investing
in the equity and fixed income markets of developing countries involves exposure
to unstable governments, economies based on only a few industries, and
securities markets which trade a small number of securities. Political and
economic structures in many of such countries may be undergoing significant
evolution and rapid development, and such countries may lack the social,
political and economic stability characteristic of the United States. Certain
developing countries have in the past failed to recognize private property
rights and have at times nationalized or expropriated the assets of private
companies. As a result, the risks described above, including the risks of
nationalization or expropriation of assets, may be heightened. In addition,
unanticipated political or social developments may affect the value of the
Funds' investments in those countries and the availability to the Funds of
additional investment in those countries. Securities markets of developing
countries tend to be more volatile than the markets of developed countries;
however, such markets have in the past provided the opportunity for higher rates
of return to investors.
Since NRF and GHA invest at least 65% of their total assets in hard assets and
natural resources, their investment performance will be especially affected by
events affecting commodities and natural resources in general.
For investment purposes, both NRF and GHA may enter into currency, options,
futures and other derivatives transactions. Among the risks of effecting
transactions in derivatives for investment purposes are market risk, in that the
Funds may have market exposure to instruments they would otherwise not be
permitted to invest in (excessive exposure to low credits), and settlement (both
legal and operational) risk with the various counterparties. The use of
derivatives is a highly specialized activity which involves investment
techniques and risks different from those associated with ordinary portfolio
transactions. If the Adviser is incorrect in its forecasts about market values
and currency exchange rates, the investment performance of a Fund would be less
favorable than it would have been if this investment technique were not used. In
addition, transactions costs may be greater.
While it is the policy of GHA and NRF generally not to engage in trading for
short-term gains, both GHA and NRF may effect portfolio transactions without
regard to the holding period if, in the judgment of the investment adviser, such
transactions are advisable in light of a change in circumstances of a particular
company, within a particular industry or country, or in general market, economic
or political conditions. This may lead to a higher portfolio turnover ratio. The
annual portfolio turnover rate for GHA for the fiscal year ended December 31,
2000 was xxxxx%. The portfolio turnover rate for GHA for the year ended December
31, 1999 was xxxxxx% while NRF's annual portfolio turnover rate and portfolio
turnover rate for the same period was xxx% and xxxx% respectively. The portfolio
turnover rate of the Funds may vary greatly from year to year. The higher a
Fund's portfolio turnover rate, the higher a Fund's overall expenses may be, due
to certain transactional costs incurred as a result of effecting a securities
trade (such as brokerage commissions) and possible tax consequences.
See "Risk Factors" in the GHA Prospectus and the NRF Prospectus and "Investment
Objectives and Policies" in the GHA Statement of Additional Information and the
NRF Statement of Additional Information for a more detailed discussion of the
risks involved with each Fund's investment practices and strategies.
THE REORGANIZATION
Procedures
Management is hereby soliciting shareholders of NRF to vote for the approval of
the Reorganization. It is anticipated that the Meeting will be held on June 8,
2001 at 99 Park Avenue, 8th Floor, New York, New York 10016 at 8:00 a.m., New
York Time. If NRF's shareholders approve the Reorganization, the Reorganization
will take place on or about June 22, 2001.
Terms of the Plan of Reorganization and Liquidation
The following is a summary of the significant terms of the Plan which has been
considered and approved by the Trustees of the Trust at a meeting held on
February 27, 2001. A copy of the Plan is attached to this Proxy
Statement/Prospectus as Exhibit A. This summary is qualified in its entirety by
reference to the Plan.
Valuation of Assets and Liabilities. The assets of NRF and GHA will be valued on
the business day prior to the date on which the Reorganization will take place
(the "Exchange Date"). The assets in each portfolio will be valued according to
the procedures set forth under "Purchase of Shares" in GHA Prospectus and the
NRF Prospectus and "Valuation of Shares" in GHA Statement of Additional
Information and the NRF Statement of Additional Information (a summary of that
method appears above under "Synopsis--Net Asset Value"). Redemption requests for
GHA which have not been settled as of the Exchange Date will be treated as
liabilities for purposes of the Reorganization. Exchange requests as to GHA
shares received on the Exchange Date will be treated and processed as exchanges
from NRF and will be effected as of the close of business on the Exchange Date.
Distribution of Shares and Transfer of Assets. On the Exchange Date, GHA Class A
will issue to NRF Class A, a number of Class A shares, the aggregate net asset
value of which will equal the aggregate net asset value of the assets
transferred by NRF to GHA on the Exchange Date. Each shareholder of NRF will
receive a number of Class A shares of GHA having an aggregate net asset value
equal to the value of his or her shares of NRF. No sales charge or fee of any
kind will be charged to the shareholders of NRF in connection with their receipt
of Class A shares of GHA in the Reorganization.
Expenses. Legal and printing expenses and expenses of holding the Meeting (such
as proxy tabulation and the expense of a solicitor, if any) will be borne by
NRF. Any registration fee payable to the Securities and Exchange Commission in
connection with the registration of shares under the Securities Act of 1933 or
any filing or notification fee payable to the Commission or state securities
commission, in connection with the transactions contemplated by the Plan, shall
be payable by the Fund required to pay such fee. All fees payable by any party
as described herein are payable regardless of whether the transactions
contemplated by the Plan are consummated.
Required Approvals. Approval of the Plan requires approval of a majority of
NRF's outstanding voting shares, as defined in the 1940 Act. Such majority is
defined as the lesser of (i) 67% or more of the outstanding shares present at
the meeting, provided the holders of 50% or more of the outstanding shares are
present in person or by proxy, or (ii) more than 50% of the outstanding shares.
Amendments and Conditions. The Plan may be amended at any time prior to the
Exchange Date with respect to any of the terms therein except that, following
the meeting of the shareholders of NRF, no such amendment may have the effect of
changing the provisions of the Plan determining the number of GHA shares to be
issued to NRF shareholders to their detriment without their further approval.
The Meeting, no such amendment may have the effect of changing the provisions of
the Plan determining the number of GHA shares to be issued to NRF shareholders
to their detriment without their further approval. The obligations of NRF and
GHA are subject to various conditions, including a registration statement on
Form N-14 being declared effective by the Securities and Exchange Commission,
approval of the Reorganization by the shareholders of NRF, receipt of a tax
opinion from Goodwin Procter LLP and the continuing accuracy of various
representations and warranties of NRF and GHA being confirmed by the respective
parties.
BENEFITS TO NRF AS A RESULT OF THE REORGANIZATION
Shareholders of NRF will be able to participate in the hard assets markets with
a more flexible investment style, with additional investment options available
to the Fund and with a potential reduction of expenses over time. In addition
the current NRF shareholders could benefit from the better historic performance
of GHA, which might be expected to attract additional shareholders.
The Reorganization allows shareholders of NRF the option to recognize or defer
recognition of gains or losses on their shares until they choose to recognize
them. As more fully explained in "The Reorganization--Tax Consequences of the
Reorganization" below, as of the Exchange Date, NRF will obtain an opinion from
its counsel that the Reorganization has been structured to be consummated, for
Federal income tax purposes, on a tax-free basis. Thus, a shareholder of NRF
will be able to defer the recognition of any gains or losses on his or her
shares of NRF until shares of GHA received pursuant to the Reorganization are
exchanged or sold. If NRF were liquidated rather than reorganized, a shareholder
would have no choice but to recognize any gains or losses in the current tax
year.
Tax Consequences of the Reorganization
The Reorganization has been structured with the intention that it will qualify
for Federal income tax purposes as a tax-free reorganization under Section
368(a)(1)(C) of the Code. NRF and GHA have both elected to qualify as a
regulated investment company under the Code, and GHA intends to continue to
elect to so qualify. Upon the closing of the Reorganization, counsel to GHA and
NRF, Goodwin Procter LLP, must provide a legal opinion substantially to the
effect that, subject to the customary assumptions and representations, on the
basis of the existing provisions of the Code, the Treasury regulations
promulgated thereunder and current administrative and judicial interpretations
thereof, for Federal income tax purposes: (i) the transfer of all or
substantially all of the assets of NRF to GHA solely in exchange for GHA shares
and the assumption by GHA of some of NRF's liabilities and the distribution of
such shares to the shareholders of NRF, as provided in the Plan, will constitute
a "reorganization" within the meaning of Section 368(a)(1)(C) of the Code, and
NRF and GHA will each be a "party to a reorganization" within the meaning of
Section 368(b); (ii) NRF will not recognize a gain or loss on the transfer of
its assets to GHA in the Reorganization; (iii) NRF will not recognize a gain or
loss upon its distribution to its shareholders of the GHA shares received in the
Reorganization; (iv) GHA will not recognize a gain or loss upon the receipt of
the assets of NRF in exchange for the GHA shares; (v) shareholders of NRF will
not recognize a gain or loss on the exchange of shares of GHA for shares of NRF
provided that such shareholders receive solely GHA shares (including fractional
shares) in exchange for their NRF shares; (vi) the tax basis of the NRF assets
acquired by GHA will be the same to GHA as the tax basis of such assets to NRF
immediately prior to the Reorganization, and the holding period of the assets of
NRF in the hands of GHA will include the period during which those assets were
held by NRF, ;(vii) the aggregate tax basis of the GHA shares received by the
shareholders of NRF will be the same as the aggregate tax basis of NRF shares
exchanged by such shareholders immediately prior to the Reorganization; and
(viii) the holding period of the GHA shares (including fractional shares)
received by shareholders of NRF will include the holding period that the NRF
shares exchanged were held (provided that the NRF shares exchanged were held as
a capital asset on the date of the Reorganization). The receipt of such opinions
upon the closing of the transaction is a condition to the closing of the
Reorganization. If the transfer of assets of NRF in exchange for GHA shares and
the assumption by GHA of the liabilities of NRF were deemed not to constitute a
tax-free reorganization, each shareholder would recognize a gain or loss equal
to the difference between the value of the GHA shares such shareholder acquires
and the tax basis of such shareholder's NRF shares.
As a condition to closing, counsel to GHA and NRF must provide a legal opinion
in part to the effect that, subject to customary assumptions and
representations, upon consummation of the Reorganization and the transfer of
substantially all of the assets of NRF to GHA, neither the Trust nor any Fund
shareholder will recognize a gain or loss in the exchange of their shares.
Shareholders should consult their tax advisors regarding the effect, if any, of
the Reorganization in light of their individual circumstances. Since the
foregoing relates only to Federal income tax consequences, shareholders should
also consult with their tax advisors as to the foreign, state and local tax
consequences, if any, of the Reorganization.
Capitalization
The following table sets forth, as of December 31, 2000, the capitalization of
NRF and GHA (Class A shares).
CAPITALIZATION
PRO FORMA
REORGANIZATION
NRF GHA GHA
----------- ----------- --------------
Total Net Assets ............... $26,710,338 $13,581,067 $40,291,405
Shares Outstanding ............. 11,225,497 1,038,313 3,080,388
Net Asset Value Per Share ...... $ 2.38 $ 13.08 $ 13.08
Management
Trustees. The management of the business and affairs of GHA and NRF is the
responsibility of the Board of Trustees of Van Eck Funds. The Board of Trustees
of Van Eck Funds (of which GHA and NRF are series) consists of nine persons,
five of whom are not "interested persons" as defined in the 1940 Act.
Investment Adviser and Administrator. Van Eck Associates Corp., 99 Park Avenue,
8th Floor, New York, New York 10016, serves as the investment adviser and
administrator to NRF and to GHA.
Under the Investment Advisory Agreements applicable to GHA and NRF, the Adviser
provides GHA and NRF with a continuous investment program which includes
determining which securities should be bought, sold or held. The Adviser and/or
administrator also manages the business and affairs of GHA and NRF.
GHA and NRF pay advisory fees at the rates indicated under "Synopsis-Investment
Advisory Fees" above. For additional information, see "Management" in the GHA
Prospectus and the and NRF Prospectus and "Investment Advisory Services" in the
GHA Statement of Additional Information and the NRF Statement of Additional
Information.
Portfolio Managers. Mr. Derek van Eck is the Portfolio Manager of GHA. Mr. van
Eck is the Director of Global Investments and President of the Adviser. NRF is
managed by a team of advisers, analysts and strategists.
Transfer Agent. The Transfer Agent and Dividend Paying Agent for GHA and NRF is
DST Systems, Inc., P.O. Box 218407, Kansas City, Missouri 64121.
Shares of GHA to be Issued in the Reorganization and Shares of NRF
Shares. On the Exchange Date, all shareholders of NRF will be given a number of
Class A shares of common stock, par value $.001, of GHA having an aggregate net
asset value equal to the net asset value of his or her shares of GHA. The shares
of GHA to be issued in the Reorganization will be identical in all material
respects to all Class A shares of GHA then outstanding.
Voting Rights. Shareholders of NRF and GHA are entitled to one vote for each
share and a fractional vote for each fractional share held with respect to the
election of Trustees (to the extent hereafter provided) and other matters
submitted to a vote of shareholders. With respect to the Rule 12b-1 plans in
effect for NRF and GHA, the plans may not be amended to increase materially the
amount of expenditures unless such amendment is approved by a vote of the
majority of the outstanding voting securities of that Fund. There will
ordinarily be no shareholder meeting unless required by the 1940 Act. The Trust
is a self-perpetuating body until fewer than 50% of their members were elected
by the shareholders. Under the Trust's Amended and Restated Master Trust
Agreement, any Trustee may be removed by a vote of two-thirds of the outstanding
Trust shares (outstanding Trust shares include shares of all series of the Trust
and not solely shares of GHA and NRF); and holders of ten percent or more of the
outstanding shares of the Trust can require Trustees to call a meeting of
shareholders for purposes of voting on the removal of one or more Trustees.
Shareholder Liability. Under Massachusetts law (the Trust is a Massachusetts
business trust), the shareholders of the Trust could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Amended and Restated Master Trust Agreement of the Trust disclaims
shareholder liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each agreement, obligation or instrument
entered into or executed by the Trust or the Trustees. The Amended and Restated
Master Trust Agreement provides for indemnification out of the Trust's property
for all losses and expenses of any shareholder held personally liable for the
obligations of the Trust. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in which
the Trust itself would be unable to meet its obligations. The Adviser believes
that, in view of the above, the risk of personal liability to shareholders is
remote.
Control. As of ___________, 2001, there were no persons who exercised "control"
over GHA or NRF as "control" is defined in the 1940 Act.
GHA has three classes of shares outstanding which are designated Class A, Class
B and Class C. NRF has one class of shares outstanding which is equivalent to
Class A. The Class A shares of both Funds are identical.
GHA Class B shares are sold subject to a contingent deferred sales charge of up
to 5% and such charge, if any, is to be imposed at the time of redemption of
such shares.
GHA Class C shares are sold subject to a contingent deferred redemption charge
of up to 1% and such charge, if any, is to be imposed at the time of redemption
of such shares.
Shareholder Inquiries. Shareholder inquiries with respect to NRF or GHA should
be addressed to the Funds by telephone at (800) 826-2333 or in writing at the
address set forth on the first page of the Proxy Statement/Prospectus.
Dividends and Distributions. Any dividends and capital gains paid by GHA may be
received by the shareholder in cash or may be reinvested in that Fund at the net
asset value (without imposition of a sales charge) on the day so determined by
the Board of Trustees. In addition, dividends and capital gains paid in cash may
also be reinvested (without imposition of a sales charge) in Class A shares of
any other series of Van Eck Funds. Any dividends and capital gains paid by NRF
will be automatically reinvested in additional shares of the Fund at the Fund's
net asset value at the close of business on the payment date of the dividend or
distribution unless the shareholder elects to receive all dividends and/or
distributions either in cash or to invest them, without imposition of any sales
charge, in any other Class A shares of Van Eck Funds.
Tax Consequences. For a discussion of the tax consequences associated with an
investment in GHA and NRF, see "Taxes" in the Van Eck Funds Statement of
Additional Information. Shareholders are urged to consult their tax advisors
regarding specific questions as to Federal, foreign, state and local taxes.
Purchase of Shares. Class A shares of NRF were closed to new sales on April 16,
2001. Both prior to and subsequent to the Reorganization, shares of GHA will be
offered continuously for sale by the Distributor or by brokers and agents that
have entered into selling group or selling agency agreements with the
Distributor, 99 Park Avenue, New York, New York 10016. The Reorganization will
have no effect on the purchase procedures for shares of GHA. See "Purchase of
Shares" in the GHA Prospectus and the NRF Prospectus. For more information on
the Distributor, see "The Distributor" in the Statement of Additional
Information for Van Eck Funds.
NRF and GHA have adopted the NRF Distribution Plan and the GHA Distribution Plan
in accordance with the 1940 Act. These plans fall into a category of plans often
referred to as "Rule 12b-1 Plans" and are described in "Synopsis-Other Fees"
above. Each Rule 12b-1 Plan must be approved annually by the Board of Trustees.
For more discussion of the Rule 12b-1 Plans, see "Plan of Distribution" in the
GHA Prospectus and the NRF Prospectus.
Redemption Procedures. While shares of each Fund will be redeemed on the day on
which proper instructions are received by its transfer agent, redemption
procedures for NRF are not identical to those for GHA. Redeemptions of NRF
shares will be accepted up to the business day prior to the Exchange Date. See
"Redemption of Shares" in the Van Eck Funds' Prospectus and "Redemption or
Repurchase" in the NRF Prospectus.
Other Matters
It is not anticipated that any matters other than the adoption of the Plan
described above will be brought before the Meeting. If, however, any other
business is properly brought before the Meeting, proxies will be voted in
accordance with the judgment of the persons designated on such proxies.
INFORMATION CONCERNING THE MEETING
Date, Time and Place of Meeting
The Meeting for shareholders of GHA will be held on June 8, 2001 at 99 Park
Avenue, 8th Floor, New York, New York 10016 at 8:00 a.m., New York Time.
Solicitation, Revocation and Use of Proxies
A shareholder executing and returning a proxy has the power to revoke it at any
time prior to its exercise by executing a superseding proxy or by submitting a
notice of revocation to the Secretary of the Trust at 99 Park Avenue, 8th Floor,
New York, New York 10016. Although mere attendance at the Meeting will not
revoke a proxy, a shareholder present at the Meeting may withdraw his or her
proxy and vote in person.
All shares represented by properly executed proxies, unless such proxies have
previously been revoked, will be voted at the Meeting in accordance with the
directions on the proxies; if no direction is indicated, the shares will be
voted "FOR" the approval of the Plan and any other proposals.
Record Date and Outstanding Shares
Only holders of record of NRF's shares of beneficial interest, par value $.001
per share, at the close of business on April 16, 2001 (the "Record Date") are
entitled to vote at the Meeting and any adjournment thereof. At the close of
business on the Record Date, there were ____________________ shares of NRF
outstanding and entitled to vote.
Security Ownership of Certain Beneficial Owners and Management
No person or entity owns beneficially 5% or more of the shares of GHA or NRF
except as stated in "Introduction" above.
Voting Rights and Required Vote
Voting procedures are described under "The Reorganization-Terms of the Agreement
and Plan of Reorganization" above.
A proxy that is properly executed by a NRF shareholder and returned to his or
her broker, which holds NRF shares for the shareholder in its own name, and that
is accompanied by the shareholder's instructions to withhold authority to vote
with respect to the reorganization proposal, represents a broker "non-vote"
(that is, a proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to vote
shares on the particular matter with respect to which the broker or nominee does
not have discretionary power). The shares represented thereby will be considered
not to be present at the Meeting for purposes of determining the existence of a
quorum for the transaction of business for a proposal and will be deemed not
cast with respect to that proposal. A properly executed and returned proxy
marked with an abstention will be considered present at the Meeting for purposes
of determining the existence of a quorum for the transaction of business.
However, abstentions and broker "non-votes" do not constitute a vote "for" or
"against" the matter, and, therefore, have the effect of a negative vote on
matters which require approval by a requisite percentage of the outstanding
shares.
In the event a quorum is not present at the Meeting or in the event that a
quorum is present but sufficient votes to approve the Plan are not received, the
persons named as proxies may propose one or more adjournments of such Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares voted at the Meeting in person or
by proxy. The persons named as proxies will vote those proxies that they are
entitled to vote in such manner as they determine to be in the best interest of
shareholders with respect to any proposal to adjourn the Meeting. A shareholder
vote may be taken on the Reorganization prior to such adjournment if sufficient
votes have been received for approval.
Under Massachusetts law, shareholders of a registered investment company are not
entitled to demand fair value of the shares and will be bound by the terms of
the Reorganization if the Plan is approved at the Meeting. Any shareholder in
NRF may, however, either redeem his or her shares at net asset value or exchange
his or her shares into another Van Eck Fund prior to the date of the
Reorganization.
ADDITIONAL INFORMATION
This Proxy Statement/Prospectus and the related Statement of Additional
Information do not include all the information set forth in the registration
statements and exhibits relating thereto which Van Eck Funds has filed with the
Securities and Exchange Commission, Washington, DC 20549, under the Securities
Act of 1933 and the Investment Company Act of 1940, to which reference is hereby
made.
Reports, proxy statements, registration statements and other information filed
by Van Eck Funds can be inspected and copied at the public reference facilities
of the Securities and Exchange Commission in Washington, DC and Regional Offices
of the Commission located at 7 World Trade Center, New York, New York 10048 and
Suite 1400, 500 West Madison Street, Chicago, Illinois 60621. Copies of such
material can also be obtained by mail from the Public Reference Branch, Office
of Consumer Affairs and Information Services, Securities and Exchange
Commission, 450 Fifth Street, N.W., Washington, DC 20549 and its public
reference facilities in New York, New York and Chicago, Illinois, at prescribed
rates.
EXHIBIT A
PLAN OF REORGANIZATION AND LIQUIDATION
PLAN OF REORGANIZATION AND LIQUIDATION dated as of ____________, 2001 (the
"Plan") adopted by Van Eck Funds, a Massachusetts business trust (the "Trust"),
on behalf of Global Hard Assets Fund a series of the Trust, and Natural
Resources Fund, another series of the Trust. Global Hard Assets Fund and Natural
Resources Fund are collectively referred to as the "Funds" and individually as a
"Fund".
WITNESSETH:
WHEREAS, the Trust is an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, this Plan is intended to be and is adopted as a plan of reorganization
and liquidation within the meaning of Section 368(a)(1)(C) of the Internal
Revenue Code of 1986, as amended, such reorganization to consist of the transfer
of all of the assets of Natural Resources Fund Class A ("NRF") in exchange
solely for Class A shares of common stock, par value $0.001 per share, of Global
Hard Assets Fund Class A ("GHA"), the transfer of all the assets of Natural
Resources Fund and the assumption by Global Hard Assets Fund of all of the
stated liabilities of Natural Resources Fund, and the distribution, after the
Closing hereinafter referred to, the shareholders of Natural Resource Fund
Shares To the shareholders of in liquidation of Natural Resources Fund, all upon
the terms and conditions hereinafter set forth in this Plan; and
WHEREAS, the Trustees of the Trust, including a majority of the Trustees who are
not interested persons, have determined with regard to its constituent Fund that
participating in the transactions contemplated by this Plan is in the best
interests of that Fund.
NOW, THEREFORE, the Trust hereby agrees as follows:
1. Transfer of Assets. Subject to the terms and conditions set forth herein, at
the closing provided for in Section 4 (herein referred to as the "Closing"), the
Trust shall transfer all of the assets of Natural Resources Fund, and assign all
Assumed Liabilities (as hereinafter defined), Global Hard Assets Fund shall
acquire all such assets and shall assume all such Assumed Liabilities upon
delivery to the Trust of Global Hard Assets Shares having a net asset value
equal to the value of the net assets of Natural Resources Fund transferred (the
"New Shares"). "Assumed Liabilities" shall mean all liabilities, expenses,
costs, charges and reserves reflected in an unaudited statement of assets and
liabilities of Natural Resources Fund as of the close of business on the
Valuation Date (as hereinafter defined), determined in accordance with generally
accepted accounting principles consistently applied from the prior audited
period. The net asset value of the New Shares and the value of the net assets of
Natural Resources Fund to be transferred shall be determined as of the close of
regular trading on the New York Stock Exchange on the business day next
preceding the Closing (the "Valuation Date") using the valuation procedures set
forth in the then-current Prospectus and Statement of Additional Information of
Natural Resources Fund.
All Assumed Liabilities of Natural Resources Fund, to the extent that they exist
at or after the Closing, shall after the Closing attach to Global Hard Assets
Fund and may be enforced against Global Hard Assets Fund to the same extent as
if the same had been incurred by Natural Resources Fund.
2. Liquidation of Natural Resources Fund. At or as soon as practicable after the
Closing, Natural Resources Fund will be liquidated and the New Shares delivered
to the Trust on behalf of Natural Resources Fund will be distributed to
shareholders of Natural Resources Fund, each shareholder to receive the number
of New Shares equal to the pro rata portion of shares of beneficial interest of
Natural Resources Fund held by such shareholder as of the close of business on
the Valuation Date. Such liquidation and distribution will be accompanied by the
establishment of an open account on the stock records of Global Hard Assets Fund
in the name of each shareholder of Natural Resources Fund and representing the
respective pro rata number of New Shares due such shareholder. As soon as
practicable after the Closing, the Trust shall file on behalf of Natural
Resources Fund such instruments of dissolution, if any, as are necessary to
effect the dissolution of Natural Resources Fund and shall take all other steps
necessary to complete liquidation and dissolution of Natural Resources Fund. As
of the Closing, each outstanding certificate which, prior to the Closing,
represented shares of Natural Resources Fund will be deemed for all purposes to
evidence ownership of the number of Global Hard Assets Fund shares issuable with
respect thereto pursuant to the Reorganization. After the Closing, certificates
of originally represented shares of Natural Resources Fund will be rendered
nonnegotiable; upon special request and surrender of such certificates to the
Trust's transfer agent, holders of these non-negotiable certificates shall be
entitled to receive certificates representing the number of Global Hard Assets
Fund shares issuable with respect thereto.
Conditions Precedent. The obligations of the Trust to effectuate the Plan of
Reorganization and Liquidation hereunder shall be subject to the satisfaction of
the following conditions:
(a) At or immediately prior to the Closing, the Trust shall have declared and
paid a dividend or dividends which, together with all previous such dividends,
shall have the effect of distributing to the shareholders of Natural Resources
Fund all of the Fund's investment company taxable income, if any, for taxable
years ending at or prior to the Closing (computed without regard to any
deduction for dividends paid) and all of its net capital gain, if any, realized
in taxable years ending at or prior to the Closing (after reduction for any
capital loss carry-forward);
(b) Such authority and orders from the Securities and Exchange Commission (the
"Commission") and state securities commissions as may be necessary to permit the
Trust and the Corporation to carry out the transactions contemplated by this
Plan shall have been received;
(c) A registration statement of the Trust on Form N-14 under the Securities Act
of 1933, as amended (the "Securities Act"), registering the New Shares under the
Securities Act, and such amendment or amendments thereto as are determined by
the officers of the Trust to be necessary or appropriate to effect such
registration of the New Shares (the "Registration Statement"), shall have been
filed with the Commission and the Registration Statement shall have become
effective, and no stop-order suspending the effectiveness of such Registration
Statement shall have been issued, and no proceeding for that purpose shall have
been initiated or threatened by the Commission (and not withdrawn or
terminated);
(d) All necessary actions shall have been taken in order to enable Global Hard
Assets Fund to offer the New Shares to the public in all states in which the
ability to offer such New Shares is required for consummation of the
transactions contemplated hereunder;
(e) The Trust shall have received a legal opinion from counsel, in form and
substance reasonably satisfactory to the Trustees of the Trust, as to the tax
consequences of the reorganization;
(f) A vote approving this Plan and the reorganization contemplated hereby shall
have been adopted by at least a majority (as defined in the 1940 Act) of the
outstanding shares of beneficial interest of Natural Resources Fund entitled to
vote at a Meeting of Shareholders of Natural Resources Fund duly called for such
purpose.
4. Closing. The Closing shall be held at the offices of the Trust and shall
occur (a) as of the close of business on or about __________, 2001, (b) if all
regulatory or shareholder approvals shall not have been received as of that
date, then on the first business day following receipt of all necessary
regulatory approvals and the final adjournment of meetings of shareholders of
Natural Resources Fund at which this Plan is considered or (c) such later time
as the parties may agree. All acts taking place at the Closing shall be deemed
to take place simultaneously unless otherwise provided. At, or as soon as may be
practicable following the Closing, the Trust shall distribute the New Shares to
Natural Resources Fund Record Holders (as herein defined) by instructing Global
Hard Assets Fund to register the appropriate number of New Shares in the names
of Natural Resources Fund's shareholders and Global Hard Assets Fund will
promptly comply with said instruction. The shareholders of record of the Natural
Resources Fund as of the close of business on the Valuation Date shall be
certified by the Trust's transfer agent (the " Natural Resources Fund Record
Holders").
5. Expenses. Legal and printing expenses and expenses of holding the meeting of
shareholders of Natural Resources Fund (such as proxy tabulation and the expense
of a solicitor, if any) will be borne by Natural Resources Fund, for which it
shall be liable. Any registration fee payable to the Commission in connection
with the registration of New Shares under the Securities Act or any filing or
notification fee payable to the Commission or state securities commission in
connection with the transactions contemplated by this Plan shall be payable by
such Fund required to pay such fee. All fees payable by any party as described
herein shall be payable by such party regardless of whether the transactions
contemplated hereby are consummated.
6. Termination. This Plan and the transactions contemplated hereby may be
terminated and abandoned by resolution of the Board of Trustees of the Trust
with respect to either of Global Hard Assets Fund or Natural Resources Fund, at
any time prior to the Closing, if circumstances should develop that, in the
opinion of the Board, in its sole discretion, make proceeding with this Plan
inadvisable for either Fund. In the event of any such termination, there shall
be no liability for damages on the part of either Global Hard Assets Fund or
Natural Resources Fund, or their respective Trustees or officers, to the other
party, except with respect to the payment of expenses as contemplated in Section
6 hereof.
7. Amendments. This Plan may be amended, waived or supplemented in such manner
as may be mutually agreed upon in writing by the authorized officers of the
Trust, provided, however, that following the meeting of Natural Resources Fund
shareholders called by the Trust pursuant to Section 4(i) of this Plan, no such
amendment, waiver or supplement may have the effect of changing the provisions
for determining the number of Global Hard Assets Fund Shares to be issued to the
Natural Resources Fund shareholders under this Plan to the detriment of such
shareholders without their further approval.
8. Governing Law. This Plan shall be governed and construed in accordance with
the laws of the Commonwealth of Massachusetts, without giving effect to the
conflict of laws provisions thereof.
9. Further Assurances. Unless the Plan has been terminated pursuant to Section 6
hereof, the Trust with respect to Global Hard Assets Fund and Natural Resources
Fund shall take such further actions, prior to, at, and after the Closing as may
be necessary or desirable and proper to consummate the transactions contemplated
hereby.
10. Limitations of Liability. The term "Van Eck Funds" means and refers to the
Trustees from time to time serving under the Master Trust Agreement, as the same
may subsequently thereto have been, or subsequently hereto may be, amended. It
is expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the Trustees, shareholders, nominees, officers, agents or
employees of the Trust, personally, but bind only the assets and property of the
Global Hard Assets Fund or Natural Resources Fund series of the Trust, as
provided in the Master Trust Agreement. The execution and delivery of this Plan
has been authorized by the Trustees of the Trust and signed by an authorized
officer of the Trust, acting as such, and neither such authorization nor such
execution and delivery shall be deemed to have been made individually or to
impose any personal liability, but shall bind only the Trust property of the
Natural Resources Fund and Global Hard Assets Fund series of the Trust as
provided in the Van Eck Funds Master Trust Agreement. The Master Trust Agreement
of the Trust provides, and it is expressly agreed, that Global Hard Assets Fund
and Natural Resources Fund shall be solely and exclusively responsible for the
payment of its debts, liabilities and obligations, and that no other series of
the Trust shall be responsible for the same.
IN WITNESS WHEREOF, the Trustees of the Trust have caused this Plan to be
executed on behalf of its constituent Fund as of the date first set forth above
by their duly authorized representatives.
Van Eck Funds--Global Hard Assets Fund and
Natural Resources Fund
/s/ John C. van Eck
By:
-----------------------------------
John C. van Eck,
President
We acknowledge our obligations under Section 5 of this Plan and agree to perform
those obligations in accordance with the terms of this Plan.
Van Eck Associates Corp.
By: /s/ Derek van Eck
-----------------------------------
Derek van Eck,
President
VAN ECK FUNDS
99 PARK AVENUE, 8TH FLOOR
NEW YORK, NEW YORK 10016
(212) 687-5200 . 1-800-826-2333
-----------------------------------
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Proxy Statement/Prospectus of Natural Resources Fund
(the "Fund" or "NRF"), a series of Van Eck Funds, dated _________, 2001, which
is enclosed. This Statement of Additional Information has been incorporated by
reference into the Proxy Statement/Prospectus.
Further information about NRF is contained in and incorporated by reference to
its latest Prospectus and Statement of Additional Information, dated April 15,
2001, and its Annual Report to Shareholders for the year ended December 31,
2000, all of which are incorporated by reference herein and are available at no
cost by either calling Van Eck Funds at the phone number listed above or by
writing to the above address.
Further information about Global Hard Assets Fund ("GHA") is contained in and
incorporated by reference to its latest Prospectus and Statement of Additional
Information, dated April 15, 2001, and its Annual Report to Shareholders for the
year ended December 31, 2000, all of which are incorporated by reference herein
and are available at no cost by either calling Van Eck Funds at the phone number
listed above or by writing to the above address.
NRF and GHA each may be referred to herein individually as a "Fund" and
collectively as the "Funds."
The following is general information and pro-forma financial information for NRF
and GHA.
THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED ______________, 2001.
TABLE OF CONTENTS
PAGE
----
General Information................................................... 2
Pro Forma Information................................................. 3
GENERAL INFORMATION
The shareholders of NRF are being asked to approve a Plan of Reorganization and
Liquidation (the "Plan") which contemplates the exchange of substantially all of
the assets of NRF for shares of GHA, the assumption of the liabilities of NRF by
GHA, the distribution of GHA shares to the shareholders of NRF and the
liquidation of NRF. GHA is an open-end management investment company registered
under the Investment Company Act of 1940 and a series of Van Eck Funds which is
organized as a Massachusetts Business Trust. A Special Meeting of Shareholders
to consider the Plan and other matters described in the Proxy
Statement/Prospectus will be held at 99 Park Avenue, 8th Floor, New York, New
York on Friday, June 8, 2001 at 8:00 a.m., Eastern Time.
For detailed information about the Plan, shareholders of NRF should refer to the
Proxy Statement/Prospectus.
DECEMBER 31, 2001
(UNAUDITED)
PRO FORMA FOOTNOTES OF REORGANIZATION BETWEEN
VAN ECK NATURAL RESOURCES FUND AND VAN ECK GLOBAL HARD ASSETS FUND
DECEMBER 31, 2000 (UNAUDITED)
- --------------------------------------------------------------------------------------------------------
VAN ECK GLOBAL
- --------------------------------------------------------------------------------------------------------
PRO-FORMA SCHEDULE OF
- --------------------------------------------------------------------------------------------------------
PORTFOLIO 12/31/2000 SHARES
INVESTMENTS AS OF: (UNAUDITED)
- --------------------------------------------------------------------------------------------------------
GLOBAL NATURAL RESOURCES SECURITIES (A)
HARD FUND
ASSETS
FUND
- --------------------------------------------------------------------------------------------------------
COUNTRY
- --------------------------------------------------------------------------------------------------------
AUSTRALIA: 9.1%
- --------------------------------------------------------------------------------------------------------
- 237,189 237,189 Delta Gold NL
- --------------------------------------------------------------------------------------------------------
325,000 690,000 1,015,000 M.I.M. Holdings Ltd.
- --------------------------------------------------------------------------------------------------------
123,000 187,215 310,215 Newcrest Mining Ltd.
- --------------------------------------------------------------------------------------------------------
6,830 6,830 Online Advantage Ltd.+
- --------------------------------------------------------------------------------------------------------
542,400 125,000 667,400 Portman Mining Ltd.
- --------------------------------------------------------------------------------------------------------
- 56,000 56,000 Rio Tinto Ltd.
- --------------------------------------------------------------------------------------------------------
56,500 56,500 Santos Ltd.
- --------------------------------------------------------------------------------------------------------
143,000 143,000 United Energy Ltd.
- --------------------------------------------------------------------------------------------------------
47,500 151,000 198,500 WMC Ltd.
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
Bermuda: 0.3%
- --------------------------------------------------------------------------------------------------------
5,700 5,700 Knightsbridge Tankers Ltd.
- --------------------------------------------------------------------------------------------------------
Canada: 17.5%
- --------------------------------------------------------------------------------------------------------
34,500 34,500 Abitibi-Consolidated, Inc.
- --------------------------------------------------------------------------------------------------------
- 50,000 50,000 Agnico-Eagle Mines
- --------------------------------------------------------------------------------------------------------
7,200 7,200 Alberta Energy Co. Ltd.
- --------------------------------------------------------------------------------------------------------
12,600 12,600 Barrick Gold Corp.
- --------------------------------------------------------------------------------------------------------
707,700 707,700 Brazilian Resources, Inc.+
- --------------------------------------------------------------------------------------------------------
30,000 30,000 Brookfield Properties Corp.
- --------------------------------------------------------------------------------------------------------
- 30,000 30,000 Canfor Corp.
- --------------------------------------------------------------------------------------------------------
- 24,300 24,300 Cominco Ltd.
- --------------------------------------------------------------------------------------------------------
- 30,000 30,000 Compton Petroleum Corp.+
- --------------------------------------------------------------------------------------------------------
- 145,400 145,400 Corner Bay Minerals, Inc.+
- --------------------------------------------------------------------------------------------------------
- 100,000 100,000 Cumberland Resources Ltd.+
- --------------------------------------------------------------------------------------------------------
- 20,000 20,000 Eldorado Gold Corporation +
- --------------------------------------------------------------------------------------------------------
- 16,500 16,500 Encal Energy+
- --------------------------------------------------------------------------------------------------------
8,150 8,150 Ensign Resource Service Group,
Inc.
- --------------------------------------------------------------------------------------------------------
- 25,600 25,600 Falconbridge Ltd.
- --------------------------------------------------------------------------------------------------------
- 42,200 42,200 Francisco Gold Corp.+
- --------------------------------------------------------------------------------------------------------
- 17,000 17,000 Gulf Canada Res Ltd.+
- --------------------------------------------------------------------------------------------------------
- 6,800 6,800 Imperial Oil Ltd.
- --------------------------------------------------------------------------------------------------------
- 155,000 155,000 Manhattan Minerals Corp.+
- --------------------------------------------------------------------------------------------------------
- 153,200 153,200 Meridian Gold, Inc.+
- --------------------------------------------------------------------------------------------------------
20,000 20,000 NQL Drilling Tools, Inc.+
- --------------------------------------------------------------------------------------------------------
16,875 16,875 Oxford Properties Group, Inc.
- --------------------------------------------------------------------------------------------------------
- 15,000 15,000 Penn West Petroleum Ltd.+
- --------------------------------------------------------------------------------------------------------
31,200 31,200 Placer Dome, Inc.
- --------------------------------------------------------------------------------------------------------
- 11,000 11,000 Precision Drilling Corp.+
- --------------------------------------------------------------------------------------------------------
- 197,800 197,800 Romarco Minerals, Inc.+
- --------------------------------------------------------------------------------------------------------
- 40,000 40,000 Slocan Forest Products Ltd.
- --------------------------------------------------------------------------------------------------------
16,200 16,200 Talisman Energy, Inc.+
- --------------------------------------------------------------------------------------------------------
19,500 25,000 44,500 Tembec, Inc.+
- --------------------------------------------------------------------------------------------------------
35,000 35,000 Timberwest Forest Corp.
- --------------------------------------------------------------------------------------------------------
8,200 8,200 TrizecHahn Corp.
- --------------------------------------------------------------------------------------------------------
333,000 333,000 Windsor Energy Corp. (b)(c)+
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
FINLAND: 0.6%
- --------------------------------------------------------------------------------------------------------
22,500 22,500 Stora Enso Oyj (R Shares)
- --------------------------------------------------------------------------------------------------------
FRANCE: 2.3%
- --------------------------------------------------------------------------------------------------------
3,500 3,500 Societe Fonciere Lyonnaise
Warrants (expiring 7/30/02)+
- --------------------------------------------------------------------------------------------------------
3,000 3,000 Unibail S.A. Warrants
(expiring 5/11/04)+
- --------------------------------------------------------------------------------------------------------
- 14,400 14,400 Total Fina Elf
S.A. (Sponsored ADR)
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
GHANA: 0.1%
- --------------------------------------------------------------------------------------------------------
- 30,191 30,191 Ashanti Goldfields Co. Ltd.
(Sponsored GDR)
- --------------------------------------------------------------------------------------------------------
HONG KONG:1.0%
- --------------------------------------------------------------------------------------------------------
44,400 - 44,400 Sun Hung Kai
Properties Ltd.
- --------------------------------------------------------------------------------------------------------
NETHERLANDS: 1.6%
- --------------------------------------------------------------------------------------------------------
- 12,000 12,000 Royal Dutch
Petroleum Co.
- --------------------------------------------------------------------------------------------------------
PERU 0.6%
- --------------------------------------------------------------------------------------------------------
- 18,000 18,000 Minas Buenaventura (Sponsored
ADR)
- --------------------------------------------------------------------------------------------------------
RUSSIA: 2.4%
- --------------------------------------------------------------------------------------------------------
1,679 1,679 Khanty-Mansiysk
Oil Co. (b)(c)+
- --------------------------------------------------------------------------------------------------------
2,600 2,600 Lukoil Holding Corp. (ADR)
- --------------------------------------------------------------------------------------------------------
2,600 2,600 Lukoil Holding
Corp. Pfd. (ADR)
- --------------------------------------------------------------------------------------------------------
7,800 7,800 Surgutneftegaz, Inc. Pfd.
(Sponsored ADR)
-------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
SINGAPORE:0.5%
- --------------------------------------------------------------------------------------------------------
137,000 137,000 Capitaland Ltd.+
- --------------------------------------------------------------------------------------------------------
SOUTH AFRICA: 6.9%
- --------------------------------------------------------------------------------------------------------
4,092 38,000 42,092 Anglogold Ltd.
- --------------------------------------------------------------------------------------------------------
- 143,000 143,000 Gold Fields Ltd.
- --------------------------------------------------------------------------------------------------------
- 50,000 50,000 Gold Fields Ltd.(Sponsored ADR)
- --------------------------------------------------------------------------------------------------------
- 117,800 117,800 Harmony Gold Mining Co.
- --------------------------------------------------------------------------------------------------------
- 14,900 14,900 Impala Platinum
Holding Ltd.
- --------------------------------------------------------------------------------------------------------
23,000 60,000 83,000 Sappi Ltd. (ADR)
-------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
UNITED KINGDOM: 2.7%
- --------------------------------------------------------------------------------------------------------
- 3,300 3,300 Anglo American PLC
- --------------------------------------------------------------------------------------------------------
- 105,000 105,000 Billiton PLC
- --------------------------------------------------------------------------------------------------------
5,700 8,500 14,200 BP Amoco PLC (ADR)
-------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
UNITED STATES: 48.3%
- --------------------------------------------------------------------------------------------------------
45,201 32,700 77,901 AK Steel Holding Corp.
- --------------------------------------------------------------------------------------------------------
12,000 12,000 Alcoa, Inc.
-------------------------------------------------------------------------------------------------------
8,000 8,000 AMB Property Corp.
- --------------------------------------------------------------------------------------------------------
4,800 4,800 Anadarko Petroleum Corp.
- --------------------------------------------------------------------------------------------------------
6,825 6,825 Apache Corp.
- --------------------------------------------------------------------------------------------------------
- 32,000 32,000 Arch Coal, Inc.
- --------------------------------------------------------------------------------------------------------
5,500 5,500 Bedford Property
Investors, Inc.
- --------------------------------------------------------------------------------------------------------
5,600 8,500 14,100 Boise Cascade Corp.
- --------------------------------------------------------------------------------------------------------
10,510 10,510 Boston Properties, Inc.
- --------------------------------------------------------------------------------------------------------
16,000 16,000 Brandywine Realty Trust
- --------------------------------------------------------------------------------------------------------
3,800 3,800 Burlington Resources, Inc.
- --------------------------------------------------------------------------------------------------------
- 12,700 12,700 Chevron Corp.
- --------------------------------------------------------------------------------------------------------
3,650 3,650 Cooper Cameron Corp.+
- --------------------------------------------------------------------------------------------------------
10,000 10,000 Crescent Real Estate Equities Co
- --------------------------------------------------------------------------------------------------------
6,600 18,500 25,100 Devon Energy Corp
- --------------------------------------------------------------------------------------------------------
4,900 4,900 Diamond Offshore Drilling, Inc.
- --------------------------------------------------------------------------------------------------------
- 5,000 5,000 Enron Corp.
- --------------------------------------------------------------------------------------------------------
14,900 10,000 24,900 Ensco International, Inc.
- --------------------------------------------------------------------------------------------------------
3,500 3,500 EOG Resources, Inc.
-------------------------------------------------------------------------------------------------------
11,008 11,008 Equity Office Properties Trust
- --------------------------------------------------------------------------------------------------------
5,000 5,000 Equity Residential Properties
Trust
- --------------------------------------------------------------------------------------------------------
4,372 4,372 Exxon Mobil Corp.
-------------------------------------------------------------------------------------------------------
- 16,500 16,500 Georgia-Pacific Corp.
- --------------------------------------------------------------------------------------------------------
17,325 17,325 Global Marine, Inc.+
-------------------------------------------------------------------------------------------------------
- 40,000 40,000 Grant Prideco, Inc.+
- --------------------------------------------------------------------------------------------------------
2,900 2,900 Halliburton Co.
- --------------------------------------------------------------------------------------------------------
- 192,601 192,601 Homestake Mining Co.
- --------------------------------------------------------------------------------------------------------
17,000 17,000 Host Marriott Corp.
-------------------------------------------------------------------------------------------------------
- 2,300 2,300 HS Resources, Inc.+
- --------------------------------------------------------------------------------------------------------
4,480 14,000 18,480 International Paper Co.
- --------------------------------------------------------------------------------------------------------
10,200 10,200 Kilroy Realty Corp.
- --------------------------------------------------------------------------------------------------------
12,300 8,000 20,300 Nabors Industries, Inc.+
- --------------------------------------------------------------------------------------------------------
12,000 59,100 71,100 Newmont Mining Corp.
- --------------------------------------------------------------------------------------------------------
12,000 12,000 Noble Drilling Corp.+
- --------------------------------------------------------------------------------------------------------
21,600 21,600 Ocean Energy, Inc.
-------------------------------------------------------------------------------------------------------
- 5,000 5,000 Phelps Dodge Corp.
-------------------------------------------------------------------------------------------------------
- 9,600 9,600 Prentiss Properties Trust
- --------------------------------------------------------------------------------------------------------
- 7,000 7,000 Prize Energy Corp.+
- --------------------------------------------------------------------------------------------------------
12,000 12,000 Santa Fe International Corp.
- --------------------------------------------------------------------------------------------------------
- 1,800 1,800 Schlumberger Ltd.
- --------------------------------------------------------------------------------------------------------
9,650 9,650 Simon Property Group, Inc.
- --------------------------------------------------------------------------------------------------------
2,780 2,780 Smith International, Inc.+
-------------------------------------------------------------------------------------------------------
15,975 15,450 31,425 Stillwater Mining Co.+
-------------------------------------------------------------------------------------------------------
9,020 9,020 Tidewater, Inc.
- --------------------------------------------------------------------------------------------------------
4,540 4,540 Transocean Sedco Forex, Inc.
-------------------------------------------------------------------------------------------------------
7,300 7,300 USX Marathon Group
- --------------------------------------------------------------------------------------------------------
- 14,000 14,000 USX-U.S. Steel Group
- --------------------------------------------------------------------------------------------------------
- 10,800 10,800 Weyerhaeuser Co.
- --------------------------------------------------------------------------------------------------------
- 13,000 13,000 Willamette Industries, Inc.
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
TOTAL STOCKS AND OTHER INVESTMENTS: 93.7%
(Cost: $41,385,721)
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------
- --------------------------------------------------
- --------------------------------------------------
MARKET VALUE
- --------------------------------------------------
GLOBAL HARD ASSETS NATURAL RESOURCES PRO FORMA
FUND FUND FOR THE
COMBINED
FUND
- --------------------------------------------------
- --------------------------------------------------
- --------------------------------------------------
$ - $152,000 $ 152,000
- --------------------------------------------------
210,083 446,023 656,106
- --------------------------------------------------
299,733 456,216 755,949
- --------------------------------------------------
456 - 456
- --------------------------------------------------
350,612 80,801 431,413
- --------------------------------------------------
- 918,611 918,611
- --------------------------------------------------
189,537 - 189,537
- --------------------------------------------------
256,591 - 256,591
- --------------------------------------------------
202,676 644,296 846,972
- --------------------------------------------------
1,509,688 2,697,947 4,207,635
- --------------------------------------------------
- --------------------------------------------------
125,043 - 125,043
- --------------------------------------------------
- --------------------------------------------------
316,969 - 316,969
- --------------------------------------------------
- 300,000 300,000
- --------------------------------------------------
344,651 - 344,651
- --------------------------------------------------
206,388 - 206,388
- --------------------------------------------------
117,953 - 117,953
- --------------------------------------------------
528,017 - 528,017
- --------------------------------------------------
- 198,007 198,007
- --------------------------------------------------
- 405,824 405,824
- --------------------------------------------------
- 75,403 75,403
- --------------------------------------------------
- 139,589 139,589
- --------------------------------------------------
- 57,335 57,335
- -------------------------------------------------
- 6,667 6,667
- --------------------------------------------------
- 117,154 117,154
- --------------------------------------------------
301,560 - 301,560
- --------------------------------------------------
- 284,169 284,169
- --------------------------------------------------
- 135,889 135,889
- --------------------------------------------------
- 86,703 86,703
- --------------------------------------------------
- 178,846 178,846
- --------------------------------------------------
- 168,439 168,439
- --------------------------------------------------
- 1,041,795 1,041,795
- --------------------------------------------------
103,336 - 103,336
- --------------------------------------------------
202,506 - 202,506
- --------------------------------------------------
- 374,012 374,012
- --------------------------------------------------
300,300 - 300,300
- --------------------------------------------------
- 412,514 412,514
- --------------------------------------------------
- 39,561 39,561
- --------------------------------------------------
- 214,674 214,674
- --------------------------------------------------
601,040 - 601,040
- --------------------------------------------------
181,356 232,508 413,864
- --------------------------------------------------
253,175 - 253,175
- --------------------------------------------------
124,025 - 124,025
- --------------------------------------------------
86,582 - 86,582
- --------------------------------------------------
3,667,858 4,469,089 8,136,947
- --------------------------------------------------
- --------------------------------------------------
266,404 - 266,404
- --------------------------------------------------
- --------------------------------------------------
657 - 657
- --------------------------------------------------
26,725 - 26,725
- --------------------------------------------------
- 1,046,700 1,046,700
- --------------------------------------------------
27,382 1,046,700 1,074,082
- --------------------------------------------------
- --------------------------------------------------
- 39,128 39,128
- --------------------------------------------------
- --------------------------------------------------
442,593 - 442,593
- --------------------------------------------------
- --------------------------------------------------
- 726,750 726,750
- --------------------------------------------------
- --------------------------------------------------
- 261,000 261,000
- --------------------------------------------------
- --------------------------------------------------
881,475 - 881,475
- --------------------------------------------------
94,064 - 94,064
- --------------------------------------------------
45,199 - 45,199
- --------------------------------------------------
70,365 - 70,365
- --------------------------------------------------
1,091,103 - 1,091,103
- --------------------------------------------------
- --------------------------------------------------
237,024 - 237,024
- --------------------------------------------------
- --------------------------------------------------
61,124 567,625 628,749
- --------------------------------------------------
- 484,778 484,778
- --------------------------------------------------
- 175,000 175,000
- --------------------------------------------------
- 547,744 547,744
- --------------------------------------------------
- 758,267 758,267
- --------------------------------------------------
163,875 427,500 591,375
- --------------------------------------------------
224,999 2,960,914 3,185,913
- --------------------------------------------------
- --------------------------------------------------
- 181,864 181,864
- --------------------------------------------------
- 404,589 404,589
- --------------------------------------------------
272,888 406,938 679,826
- --------------------------------------------------
272,888 993,391 1,266,279
- --------------------------------------------------
- --------------------------------------------------
395,509 286,125 681,634
- --------------------------------------------------
402,000 - 402,000
- --------------------------------------------------
206,500 - 206,500
- --------------------------------------------------
341,184 - 341,184
- --------------------------------------------------
478,177 - 478,177
- --------------------------------------------------
- 452,000 452,000
- --------------------------------------------------
111,375 - 111,375
- --------------------------------------------------
188,300 285,813 474,113
- --------------------------------------------------
457,185 - 457,185
- --------------------------------------------------
331,000 - 331,000
- --------------------------------------------------
191,900 - 191,900
- --------------------------------------------------
- 1,072,356 1,072,356
- --------------------------------------------------
241,128 - 241,128
- --------------------------------------------------
222,500 - 222,500
- --------------------------------------------------
402,402 1,127,945 1,530,347
- --------------------------------------------------
196,000 - 196,000
- --------------------------------------------------
- 415,625 415,625
- --------------------------------------------------
507,531 340,625 848,156
- --------------------------------------------------
191,406 - 191,406
- --------------------------------------------------
359,136 - 359,136
- --------------------------------------------------
276,563 - 276,563
- --------------------------------------------------
380,091 - 380,091
- --------------------------------------------------
- 513,563 513,563
- --------------------------------------------------
491,597 - 491,597
- --------------------------------------------------
- 877,500 877,500 -
- --------------------------------------------------
- 105,125 105,125
- --------------------------------------------------
- 806,517 806,517
- --------------------------------------------------
219,938 - 219,938
- --------------------------------------------------
- 97,463 97,463
- --------------------------------------------------
182,840 571,375 754,215
- --------------------------------------------------
291,338 - 291,338
- --------------------------------------------------
727,545 473,200 1,200,745
- --------------------------------------------------
204,750 1,008,394 1,213,144
- --------------------------------------------------
521,250 - 521,250
- --------------------------------------------------
375,300 - 375,300
- --------------------------------------------------
- 279,063 279,063
- --------------------------------------------------
258,600 - 258,600
- --------------------------------------------------
- 145,250 145,250
- --------------------------------------------------
384,750 - 384,750
- --------------------------------------------------
- 143,888 143,888
- --------------------------------------------------
231,600 - 231,600
- --------------------------------------------------
207,284 - 207,284
- --------------------------------------------------
628,616 607,958 1,236,574
- --------------------------------------------------
400,263 - 400,263
- --------------------------------------------------
- 208,840 208,840
- --------------------------------------------------
202,584 202,584 -
- --------------------------------------------------
- 252,000 252,000
- --------------------------------------------------
- 548,100 548,100
- --------------------------------------------------
- 609,938 609,938
- --------------------------------------------------
22,436,805
- --------------------------------------------------
11,416,982 11,019,823 22,436,805
- --------------------------------------------------
19,281,964 24,214,742 43,496,705
- --------------------------------------------------
Shares Maket Value
------------------------------------ ------------------------------------------
Natural Natural Pro Forma for
Global Hard Resources Interest Maturity Global Hard Resources the combined
Country Assets Fund Fund Rate Securities (a) Date Assets Fund Fund Fund
- ----------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM OBLIGATION:
$2,074,000
Repurchase Agreement (Note 10):
Purchased on 12/29/00;
maturity value $2,075,325
(with State Street Bank &
Trust Co., collateralized by
$2,050,000 Federal National
Mortgage Association 6.375%
due 1/16/02 with a value of
$2,120,200) (Cost: $2,074,000) 5.75% 1/02/01 2,074,000 - $2,074,000
$2,809,000
Repurchase Agreement (Note 10):
Purchased on 12/29/00; maturity
$2,810,795 (with State Street
Bank & Trust Co., collateralized
by $2,775,000 Federal National
Mortgage Association 6.375% due
1/16/02 with a value of $2,874,955)
(Cost: $2,809,000) 5.75% 1/02/01 2,809,000 2,809,000
- --------------------------------------------------------------------------------------------------------------------------------
Total Short-term Investments: 10.5% 2,074,000 2,809,000 $4,883,000
- --------------------------------------------------------------------------------------------------------------------------------
Total Investments: 104.2%
(Cost: $46,268,721) 21,355,964 27,023,742 $48,379,705
- --------------------------------------------------------------------------------------------------------------------------------
Other assets less liabilities: (4.2)% (1,639,999) (313,403) (1,953,402)
- --------------------------------------------------------------------------------------------------------------------------------
Net Assets: 100% $19,715,965 $26,710,338 $46,426,303
- --------------------------------------------------------------------------------------------------------------------------------
VAN ECK FUNDS
PRO-FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2000 (UNAUDITED)
NATURAL
GLOBAL HARD RESOURCES PRO FORMA GHA-NR PRO-
ASSETS FUND FUND ADJUSTMENTS FORMA
----------- ----------- ----------- -----------
Income:
Dividends $ 547,081 $ 467,787 $ 1,014,868
Interest 33,149 129,927 163,076
Foreign taxes withheld (15,674) (13,925) (29,599)
----------- ----------- ----------- -----------
Total income 564,556 583,789 1,148,345
----------- ----------- ----------- -----------
Expenses:
Management 217,431 220,463 (4,200)(a) 442,094
Distribution Class A 74,072 73,487 (73,488)(a) 221,047
Distribution Class B 41,198 -- -- 41,198
Distribution Class C 28,090 -- -- 28,090
Administration 15,487 129,694 -- 145,181
Transfer agent 126,594 258,187 -- 384,781
Custodian 10,874 8,048 -- 18,922
Registration 29,517 20,904 15,421(b) 35,000
Professional 31,807 25,470 26,505(b) 30,772
Interest expense 20,764 1,627 -- 22,391
Reports to shareholders 7,908 32,321 28,948(b) 11,281
Trustees' fees and expenses 6,925 8,433 -- 15,358
Other 8,684 11,041 -- 19,725
----------- ----------- ----------- -----------
Total expenses 619,351 789,675 (6,814) 1,415,840
Expense reduction (111,758) (13,741) -- (125,499)
----------- ----------- ----------- -----------
Net expenses 507,593 775,934 (6,814) 1,290,341
----------- ----------- ----------- -----------
Net investment income (loss) 56,963 (192,145) (6,814) (141,996)
----------- ----------- ----------- -----------
Realized and Unrealized Gain (Loss) on Investments (Note 3):
Realized gain (loss) from security transactions 83,148 (3,959,794) (3,876,646)
Realized loss from equity swaps and futures contracts 27,860 -- 27,860
Realized gain (loss) from options 176,222 -- 176,222
Realized loss from foreign currency transactions (35,714) (51,618) (87,332)
Change in unrealized appreciation (depreciation) of foreign currencies and --
forward foreign currency contracts (1,308) 3,052 1,744
Change in unrealized appreciation (depreciation) of investments, futures, --
swaps, short sales and options 1,178,291 (1,008,022) 170,269
----------- ----------- ----------- -----------
Net gain (loss) on investments and foreign currency 1,428,499 (5,016,382) -- (3,587,883)
----------- ----------- ----------- -----------
Net Increase (Decrease) in Net Assets Resulting from Operations $ 1,485,462 $(5,208,527) $ (6,814) $(3,729,879)
=========== =========== =========== ===========
(a) Reflects adjustments in expenses due to effects of proposed contract rate.
(b) Reflects adjustments in expenses due to elimination of duplicative services.
VAN ECK FUNDS
PRO-FORMA STATEMENT OF
ASSETS AND LIABILITIES
YEAR ENDED DECEMBER 31, 2000 (UNAUDITED)
GLOBAL NATURAL PRO FORMA
HARD RESOURCES FOR THE
ASSETS FUND COMBINED
FUND FUND
------------ ----------- -----------
ASSETS:
Investments at cost $19,665,485 $26,603,236 $46,268,721
----------- ----------- -----------
Investments at value (including repurchase agreements
of $2,074,000 and $2,809,000) $21,355,964 $27,023,741 $48,379,705
Cash and foreign currency -- 828 828
Receivables:
Securities sold 798,656 358,659 1,157,315
Dividends and interest 40,141 21,512 61,653
Capital shares sold 9,830 93,499 103,329
Due from broker 119,918 -- 119,918
Unrealized appreciation on open forward foreign
currency contracts -- 111 111
Other assets 1,737 -- 1,737
----------- ----------- -----------
Total assets 22,326,246 27,498,350 49,824,596
----------- ----------- -----------
Liabilities:
Payables:
Due to custodian 23,814 -- 23,814
Securities purchased 2,436,092 505,883 2,941,975
Capital shares redeemed 69,907 169,869 239,776
Accounts payable 46,762 72,279 119,041
Due to distributor 12,091 7,349 19,440
Due to adviser 9,368 27,077 36,445
Due to trustees 11,129 5,555 16,684
Unrealized depreciation on open forward foreign
currency contracts 1,118 -- 1,118
----------- ----------- -----------
Total liabilities 2,610,281 788,012 3,398,293
----------- ----------- -----------
Net Assets $19,715,965 $26,710,338 $46,426,303
----------- ----------- -----------
Class A Shares+:
Net assets $13,581,067 $26,710,338 $40,291,405
----------- ----------- -----------
Shares outstanding 1,038,313 11,225,497 3,080,387
----------- ----------- -----------
Net asset value and redemption price per share $13.08 $2.38 $13.08
----------- ----------- -----------
Maximum offering price per share (NAV/(1--maximum sales
commission)) $13.88 $2.53
----------- ----------- -----------
Class B Shares:
Net assets $ 3,438,279 -- 3,438,279
----------- ----------- -----------
Shares outstanding 264,983 -- 264,983
----------- ----------- -----------
Net asset value, maximum offering and redemption price per share
(Redemption may be subject to a contingent deferred sales charge
within the first six years of ownership) $12.98 -- $12.98
----------- ----------- -----------
Class C Shares:
Net assets $ 2,696,619 -- 2,696,619
----------- ----------- -----------
Shares outstanding 207,202 -- 207,202
----------- ----------- -----------
Net asset value, maximum offering and redemption price per
share(Redemption may be subject to a contingent deferred sales
charge within the first year of ownership) $ 13.01 $ 13.01
----------- ----------- -----------
Net assets consist of:
Aggregate paid in capital $31,704,255 $56,930,666 $88,634,921
Unrealized appreciation of investments, swaps,
foreign currencies and forward foreign currency 1,720,176 423,557 2,143,733
contracts
Accumulated net investment income (loss) 1,465 (45,573) (44,108)
Accumulated realized loss (13,709,931) (30,598,312) (44,308,243)
----------- ----------- -----------
$19,715,965 $26,710,338 $46,426,303
============ ============ ===========
See Notes to Pro Forma Financial Statements
1. GENERAL
The accompanying pro forma financial statements are presented to show the effect
of the proposed reorganization of NRF into GHA as if such reorganization had
taken place as of December 31, 2000.
Under the terms of the Plan, the reorganization of NRF and GHA will be taxed as
a tax-free business combination and accordingly will be accounted for by a
method of accounting for tax free combinations of investment companies
(sometimes referred to as the "pooling without restatement method".
The reorganization would be accomplished by an acquisition of the net assets of
NRF in exchange for shares of GHA at net asset value. The statement of assets
and liabilities, schedule of investments and the related statement of operations
of NRF and GHA have been combined as of and for the year ended December 31,
2000.
The accompanying pro forma financial statements should be read in conjunction
with the financial statements and schedule of investments of GHA and NRF which
are included in their respective annual reports dated December 31, 2000.
The following notes refer to the accompanying pro forma financial statements as
if the above mentioned reorganization of GHA and NRF had taken place as of
December 31, 2000.
2. SIGNIFICANT ACCOUNTING POLICIES
Van Eck Funds of which GHA is a series, is a Massachusetts business trust. GHA
is registered under the Investment Company Act of 1940, as amended, as a
non-diversified, open-end management investment company.
The significant accounting policies consistently followed by GHA are as follows:
(a) securities transactions are accounted for on the trade date; (b) debt
instruments are valued on the basis of quotes provided by a pricing service;
short-term investments that have a maturity of more than 60 days are valued at
prices based on market quotations; short-term investments that have a maturity
of 60 days or less are valued at cost plus accreted discount, or minus amortized
premiums, as applicable; (c) interest income is recorded on the accrual basis;
(d) gains or losses on the sale of securities are calculated by using the
first-in, first-out method; (e) direct expenses are charged to the Fund; (f)
dividends and distributions to shareholders are recorded on the ex-dividend date
and; (g) GHA intends to comply with the requirements of the Internal Revenue
Code pertaining to regulated investment companies and to make the required
distributions to shareholders; therefore, no provision for Federal income taxes
has been made.
3. PRO FORMA ADJUSTMENTS
The accompanying pro forma financial statements reflect changes in Fund shares
as if the reorganization had taken place on December 31, 2000. Adjustments have
been made to expenses for the combined Fund expense structure and elimination of
duplicated services that would not have been incurred if the reorganization had
taken place on December 31, 2000.
4. MANAGEMENT AGREEMENT AND TRANSACTIONS WITH AFFILIATED PERSONS
Van Eck Associates Corporation acts as investment adviser to both GHA and NRF.
NRF pays a management fee calculated at the annual rate of 0.75% of the first
$500 million of average daily net assets, .65% of the next $250 million of
average daily net assets and .50% of average daily net assets in excess of $750
million. NRF also pays an administration fee calculated at an annual rate of
.25% of the first $750 million of average daily net assets, .20% of average
daily net assets in excess of $750 million. GHA pays a management fee of 1.00%
of average daily net assets. The 12b-1 fees are accrued daily for NRF at an
annual rate of .25% of average daily net assets and for GHA at an annual rate of
.50% of average daily net assets. All fees are calculated daily and paid
monthly.
PART C
OTHER INFORMATION
Item 15.. Indemnification
Reference is made to Article VI of the Master Trust Agreement of the Registrant,
as amended, previously filed as Exhibit (1) to the Registration Statement.
Insofar as indemnification by the Registrant for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers, underwriters and
controlling persons of the Registrant, pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification is against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted against the Registrant by such trustee, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
ITEM 16: Exhibits
(An * denotes inclusion in this filing)
(1)(a)Master Trust Agreement (incorporated by reference to Registration
Statement No. 2-97596); Form of First Amendment to Master Trust Agreement
(incorporated by reference to Registration Statement No. 2-97596). Form of
Second Amendment to Master Trust Agreement (incorporated by reference to
Pre-Effective Amendment No. 1). Form of Third Amendment to Master Trust
Agreement (incorporated by reference to Post-Effective Amendment No. 1). Form of
Fourth Amendment to Master Trust Agreement (incorporated by reference to
Post-Effective Amendment No. 3). Form of Fifth Amendment to the Master Trust
Agreement, adding World Income Fund as a series to the trust (incorporated by
reference to Post-Effective Amendment No. 7). Form of Sixth Amendment to Master
Trust Agreement, adding International Investors Fund as a series of the Trust
and establishing investment limitations therefor, respectively,(incorporated by
reference to Post-Effective Amendment No. 17). Form of Seventh Amendment to the
Master Trust Agreement, adding Short-Term World Income Fund and International
Equities Fund as series of the Trust (incorporated by reference to
Post-Effective Amendment No. 19).
(1)(b)Form of Amended and Restated Master Trust Agreement (incorporated by
reference to Post-Effective Amendment No. 20); Form of Amendment to the Master
Trust Agreement changing the name of Short-Term World Income Fund to Short-Term
World Income Fund-C and changing the name of International Equities Fund to
International Growth Fund (incorporated by reference to Post-Effective Amendment
No. 20); Form of Second Amendment to the Amended and Restated Master Trust
Agreement adding Asia Dynasty Fund as a series of the Trust (incorporated by
reference to Post-Effective Amendment No. 23); Third Amendment to the Amended
and Restated Master Trust Agreement adding Global Balanced Fund as a series of
the Trust and changing the name of International Investors Fund to International
Investors Gold Fund (incorporated by reference to Post-Effective Amendment No.
29); Fourth Amendment to the Amended and Restated Master Trust Agreement adding
Global SmallCap Fund and Asia Infrastructure Fund as series of the Trust
(incorporated by reference to Post-Effective Amendment No. 30); Form of Fifth
Amendment to the Amended and Restated Master Trust Agreement (incorporated by
reference to Post-Effective Amendment No. 35); Form of Sixth Amendment to the
Amended and Restated Master Trust Agreement (incorporated by reference to
Post-Effective Amendment No. 35); Seventh Amendment to Amended and Restated
Master Trust Agreement adding Global Hard Assets Fund as a series of the Trust
(incorporated by reference to Post-Effective Amendment No. 36); Eighth Amendment
to Amended and Restated Master Trust Agreement adding Gold Opportunity Fund as a
series of the Trust (incorporated by reference to Post-Effective Amendment No.
37); Ninth Amendment to the Amended and Restated Master Trust Agreement adding
Class B shares to Asia Infrastructure Fund, Global Hard Assets Fund and Gold
Opportunity Fund series of the Trust (incorporated by reference to
Post-Effective Amendment No. 39).
(1)(c)Tenth Amendment to Amended and Restated Master Trust Agreement adding
Emerging Markets Growth Fund.
(2)By-laws of Registrant (incorporated by reference to Registration Statement
No. 2-97596).
(3) Not Applicable.
(4) Not Applicable.
(5)(a) Form of certificate of shares of beneficial interest of the
Gold/Resources Fund (incorporated by reference to Post-Effective Amendment No.
1);Form of certificate of Class A and Class C shares of beneficial interest of
Global Hard Assets Fund (incorporated by reference to Post-Effective Amendment
No. 33); Global Hard Assets Fund Fund (incorporated by reference to
Post-Effective Amendment No. 39.
(5)(b) Instruments defining rights of security holders (See Exhibits (1) and
(2) above).
(6)(a) Advisory Agreement (incorporated by reference to Post-Effective
Amendment No. 1).
(7)(a) Distribution Agreement (incorporated by reference to Post-Effective
Amendment No. 1).
(7)(b) Letter Agreement to add Gold/Resources Fund (incorporated by reference to
Post-Effective Amendment No. 1);
(7)(c) Agreement to add Global Hard Assets Fund (incorporated by reference to
Post-Effective Amendment No. 36);
(8)(a)Form of Deferred Compensation Plan (incorporated by reference to
Post-Effective Amendment No. 40).
(8)(b) Global Custody Agreement, Incorporated by reference to Post Effective
Amendment No. 55.
(9)(a) Forms of Procedural Agreement, Customer Agreement and Safekeeping
Agreement with Merrill Lynch Futures Inc. utilized by World Income Fund, and
Forms of Procedural Agreement, Customer Agreement and Safe Keeping Agreement
with Morgan Stanley & Co. utilized by World Income Fund (incorporated by
reference to Post-Effective Amendment No. 9).
(9)(b) Commodity Customer's Agreement between World Income Fund and Morgan
Stanley & Co. (incorporated by reference to Post-Effective Amendment No. 10).
(9)(c) Agreement and Plan of Redomicile and Reorganization between the Trust and
International Investors Incorporated respecting the reorganization of
International Investors Incorporated into the Trust as its fifth series,
International Investors. (incorporated by reference to Post-Effective Amendment
No. 17).
(9)(d) Form of Accounting and Administrative Services Agreement with respect to
Asia Dynasty Fund (Incorporated by reference to Post-effective Amendment No.
23).
(9)(e) Accounting and Administrative Services Agreement with respect to Global
Balanced Fund (incorporated by reference to Post-effective Amendment No. 31).
(9)(f) Letter Agreement to add Global SmallCap Fund and Asia Infrastructure Fund
(incorporated by reference to Post-effective Amendment No. 31) and Letter
Agreement to add Gold/Resources Fund and International Investors Gold Fund
(incorporated by reference to Post-effective Amendment No. 34). Letter Agreement
to add Global Hard Assets Fund (incorporated by reference to Post-effective
Amendment No. 36). Letter Agreement to add Gold Opportunity Fund (incorporated
by reference to Post-effective Amendment No. 37).
(9)(g) Form of Accounting and Administrative Services Agreement with respect to
Global Emerging Markets Fund (incorporated by reference to Post-Effective
Amendment No. 36).
(9)(h) Letter Agreement to add Emerging Markets Growth Fund (to be filed by
amendment).
(9)(i) Letter Agreement adding Emerging Markets Fund (to be filed by amendment).
(10)(a) Opinion of Goodwin Procter ,LLP including consent, with regard to the
issuance of Class A and Class C shares of Global Hard Assets Fund (incorporated
by reference to Post-effective Amendment No. 36). Opinion of Goodwin Procter ,
LLP including consent, with regard to the issuance of Class A and Class C shares
of Gold Opportunity Fund (incorporated by reference to Post-Effective Amendment
No. 37).
(11)* Consent of Independent Accountants.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable
(15) Not Applicable
(16) Incorporated by reference Post Effective Amendment No.55
(17) UNDERTAKINGS
------------
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a prospectuswhich is
part of this registration statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933,
as amended, the reoffering prospectus will contain the information called for by
the applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining liability under the Securities Act of 1933, as amended,
each post-effective amendment shall be deemed to be a new registration statement
for the securities offered herein, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering of them.
(3) The Registrant undertakes to file, by post-effective amendment, an
opinion of counsel supporting the tax reorganization within a reasonable time
after receipt of such opinion.
SIGNATURES
As required by the Securities Act of 1933 the registration statement on Form
N-14 has been signed on behalf of the registrant in the City of New York, State
of New York, on the th day of April 2001.
VAN ECK FUNDS
By: /s/ John C. van Eck
----------------------------------
John C. van Eck, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
Signature Title Date
- --------- ----- ----
/s/ John C. van Eck Chairman and President 4/ /01
- ----------------------
John C. van Eck
/s/ Bruce J. Smith Chief Financial Officer 4/ /01
- -----------------------
Bruce J. Smith
/s/ Jeremy Biggs* Trustee 4/ /01
- -----------------------
Jeremy Biggs
/s/ Richard Cowell* Trustee 4/ /01
- -----------------------
Richard Cowell
/s/ Philip DeFeo* Trustee 4/ /01
- -----------------------
Philip DeFeo
/s/ David J. Olderman* Trustee 4/ /01
- -----------------------
David J. Olderman
/s/ Ralph F. Peters* Trustee 4/ /01
- -----------------------
Ralph F. Peters
/s/ Richard Stamberger* Trustee 4/ /01
- ------------------------
Richard Stamberger
/s/ Derek S. van Eck Trustee 4/ /01
- ------------------------
Derek S. van Eck
/s/ Jan F. van ECK Trustee 4/ /01
- ------------------------
Jan F. van Eck
/s/ John C. van Eck Trustee 4/ /01
- ------------------------
* Executed on behalf of Trustee by John C. van Eck, as attorney-in-fact.
VAN ECK FUNDS
NATURAL RESOURCES FUND
PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD JUNE 8, 2001
The undersigned shareholder of NATURAL RESOURCES FUND, (the "Fund"), a
series of Van Eck Funds (the "Trust"), having received Notice of the Meeting of
Shareholders of the Fund to be held on June 8, 2001 and the Proxy
Statement/Prospectus accompanying such Notice, hereby constitutes and appoints
Thomas H. Elwood and Bruce J. Smith and each of them, true and lawful attorneys
or attorney for the undersigned, with several powers of substitution, for and in
the name, place and stead of the undersigned, to attend and vote all shares of
the Fund which the undersigned would be entitled to vote at the Meeting to be
held at 99 Park Avenue, 8th Floor, New York, New York 10016, on June 8, 2001, at
8:00 a.m., Eastern Time, and at any and all adjournments thereof, with all
powers the undersigned would possess if personally present.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE PROPOSAL BELOW. THE SHARES
REPRESENTED HERBY WILL BE VOTED AS INDICATED BELOW OR FOR THE PROPOSAL IF NO
CHOICE IS INDICATED.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE SIDE AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
Please vote by filling in the boxes below.
1. To approve the Agreement and Plan of Reorganization and Liquidation involving
the exchange of substantially all of the Fund's assets for shares of Van Eck
Global Hard Assets Fund, a series of the Van Eck Funds, the assumption of
liabilities of the Fund by Global Hard Assets Fund, the distribution of such
shares to the shareholders of the Fund and the subsequent liquidation of the
Fund.
FOR _________ AGAINST ___________ ABSTAIN __________
Dated: ______________________ 2001
------------------------
Signature of shareholder
-----------------------
Signature of Co-owner
For joint accounts, all co-owners must sign. Executors, administrators,
trustees, etc. should so indicate when signing.