Post-Effective Amendment
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 485APOS Van Eck Funds 117 573K
60: EX-27.1 ƒ Financial Data Schedule 2 21K
61: EX-27.2 Financial Data Schedule 2 21K
62: EX-27.3 Financial Data Schedule 2 21K
63: EX-27.4 Financial Data Schedule 2 21K
64: EX-27.5 Financial Data Schedule 2 21K
65: EX-27.6 Financial Data Schedule 2 21K
66: EX-27.7 Financial Data Schedule 2 21K
67: EX-27.8 Financial Data Schedule 2 21K
50: EX-99.10.10 Opinion of Goodwin, Proctor & Hoar-Class B Global 1 21K
Har
45: EX-99.10.2 Opinion of Goodwin, Proctor & Hoar W/Respect to 1 20K
Gold/
46: EX-99.10.4 Opinion of Goodwin, Proctor & Hoar-Int'L. 1 20K
Investors
47: EX-99.10.5 Opinion of Goodwin, Proctor & Hoar-Asia Dynasty 1 22K
Fund
48: EX-99.10.6 Opinion of Goodwin, Proctor & Hoar-Class B Asia 2± 22K
Dynas
49: EX-99.10.8 Opinion of Goodwin, Proctor & Hoar-Global Hard 1 21K
Assets
51: EX-99.11 Consent of Independent Accountants 1 19K
52: EX-99.14C Registrant's Form of Simplified Employee Plan 29 56K
53: EX-99.14D Amendments to the Retirement Plan for Self-Employe 88 175K
54: EX-99.15A2 Plan of Distribution W/Respect to Asia Dynasty Fun 7 38K
55: EX-99.15A3 Plan of Distribution W/Respect to Class B-Asia Dyn 12 57K
56: EX-99.15A5 Plan of Distribution Pursuant to Rule 12B-1 Class 5 37K
C
57: EX-99.15A6 Plan of Distribution to Rule 12B-1 (Global Hard 3 22K
Ass
58: EX-99.15A8 Plan of Distribution Pursuant to Rule 12B-1 (Class 5 35K
B
59: EX-99.18 Power of Attorney 1 20K
2: EX-99.1A1 Master Trust Agreement 31 114K
3: EX-99.1A2 Amendment No. 1 to Master Trust Agreement 2 19K
4: EX-99.1A3 Amendment No. 2 to Master Trust Agreement 2 19K
5: EX-99.1A4 Amendment No. 3 to Master Trust Agreement 2 20K
6: EX-99.1A5 Amendment No. 4 to Master Trust Agreement 2 20K
7: EX-99.1A6 Amendment No. 5 to Master Trust Agreement 2 20K
8: EX-99.1A7 Amendment No. 6 to Master Trust Agreement 4 25K
9: EX-99.1A8 Amendment No. 7 to Master Trust Agreement 3 21K
10: EX-99.1B1 Amended and Restated Master Trust Agreement 35 128K
19: EX-99.1B10 Amendment No. 9 to Amended & Restated Master Trust 2 23K
Ag
11: EX-99.1B2 Amended and Restated Master Trust Agreement 3 22K
12: EX-99.1B3 Amendment No. 2 to Amended & Restated Master Trust 2 22K
Ag
13: EX-99.1B4 Amendment No. 3 to Amended & Restated Master Trust 2 23K
Ag
14: EX-99.1B5 Amendment No. 4 to Amended & Restated Master Trust 3 25K
Ag
15: EX-99.1B6 Amendment No. 5 to Amended & Restated Master Trust 5 31K
Ag
16: EX-99.1B7 Amendment No. 6 to Amended & Restated Master Trust 5 30K
Ag
17: EX-99.1B8 Amendment No. 7 to Amended & Restated Master Trust 2 23K
Ag
18: EX-99.1B9 Amendment No. 8 to Amended & Restated Master Trust 4 29K
Ag
20: EX-99.2 By-Laws of Van Eck Funds 7 34K
21: EX-99.5A Advisory Agreement 10 41K
22: EX-99.5B1 Letter Agreement to Add Gold/Resources Fund 2 20K
23: EX-99.5C Form of Advisory Agreement 7 37K
24: EX-99.5D Advisory Agreement Between Van Eck 9 39K
25: EX-99.5E2 Letter Agreement to Add Gold/Resources Fund & Inte 1 20K
26: EX-99.5F Advisory Agreement Between Van Eck Associates & in 11 46K
27: EX-99.5G Sub-Investment Advisory Agreement 9 54K
28: EX-99.6A Distribution Agreement 7 38K
29: EX-99.6B1 Letter Agreement to Add Gold/Resources Fund & U.S. 2 21K
Go
30: EX-99.6B3 Form of Van Eck Funds 1 20K
31: EX-99.6C2 Letter Agreement to Add Global Hard Assets Fund 1 20K
32: EX-99.6C3 Letter Agreement to Add Global Hard Assets Fund 1 20K
33: EX-99.6D Amendment to Form of Selling Group Agreement 4 39K
34: EX-99.6E Selling Group Agreement 7 38K
35: EX-99.7 Deferred Fee Agreement 3 32K
36: EX-99.8A Global Custody Agreement 22 93K
37: EX-99.8B Global Custody Agreement 22 92K
38: EX-99.9A Procedural Agreement Among Merrill Lynch Futures 54 124K
39: EX-99.9B Commodity Customer's Agreement 14± 65K
40: EX-99.9C Agreement & Plan of Redomicile & Reorganization 4 31K
41: EX-99.9D Form of Accounting & Administrative Services 6 39K
Agreeme
42: EX-99.9E Accounting & Administrative Services Agreement 9 43K
43: EX-99.9F2 Letter of Agreement to Add Gold/Resources Fund 3 23K
44: EX-99.9F3 Letter Agreement to Add Global Hard Assets Fund 1 20K
EX-99.9C — Agreement & Plan of Redomicile & Reorganization
| EX-99.9C | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
AGREEMENT AND PLAN OF REDOMICILE AND REORGANIZATION
AGREEMENT AND PLAN OF REDOMICILE AND REORGANIZATION, dated as of , 1991
(the "Agreement"), between International Investors Incorporated, a Delaware
corporation (the "Company"), and Van Eck Funds, a Massachusetts business trust
(the "Trust").
WHEREAS the Company is a diversified, open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"Act");
WHEREAS the Company has authorized capital stock consisting of 500,000,000
shares at $1 par value, which capital stock comprises the only class of stock of
the Company issued and outstanding;
WHEREAS the Trust was organized pursuant to a Master Trust Agreement, dated
April 3, 1985, and is presently authorized to issue five series of shares of
beneficial interest, without par value, including shares of International
Investors ("II");
WHEREAS the Company desires to reorganize itself into the Trust, pursuant
to Section 271 of the Delaware General Corporation Law, and to provide for the
exchange of the Company's assets and liabilities for shares of beneficial
interest of 11 and the pro-rata distribution to shareholders of the Company, on
a one-for-one basis, of shares of beneficial interest of II in exchange for the
issued and outstanding capital stock of the Company;
Now THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. PLAN OF REDOMICILE AND REORGANIZATION.
At the "Effective Time" of the reorganization of the Company, the Company
shall transfer all of its business and assets to II, and II shall assume all
liabilities of the Company, in exchange for delivery to the Company by the Trust
of a number of shares of 11 (both full and fractional) equal to the number of
shares of the Company outstanding immediately prior to the time of such transfer
and assumption (the "Effective Time"). All debts, liabilities, obligations and
duties of the Company, to the extent that they exist at or after the Effective
Time, shall after the Effective Time attach to 11 and may be enforced against II
to the same extent as if the same had been incurred by II.
At the Effective Time, the shares of II (both full and fractional) received
by the Company will be distributed to the shareholders of the Company in
exchange for their shares of the Company, each shareholder to receive a number
of shares of II equal to the number of shares of the Company held by him. The
pro-rata issuance and distribution will be accompanied by the establishment of
an open account on the share records of the Trust in the name of each
shareholder of the Company and representing the respective pro rata number of
shares of II due such shareholder. Certificates for shares of the Company issued
prior to the Effective Time shall represent outstanding shares of II after the
Effective Time. As soon as practicable after the Effective Time, the Company
shall file a Certificate of Dissolution for recording with the Delaware
Secretary of State, and shall take in accordance with Delaware General
Corporation Law all other steps as shall be necessary and proper to effect
complete dissolution of the Company. Subsequent to the Effective Time, the
Company will liquidate and dissolve, and will cease to exist as a separate
business entity.
2. ISSUED SHARE.
Prior to the Effective Time and after the Company has taken the actions
authorized by stockholders of the Company pursuant to Section 3(g) hereof, the
single share of II heretofore held by the Company shall be redeemed and
cancelled by the Trust.
3. CONDITIONS PRECEDENT.
The obligations of the Company and the Trust to effectuate the plan of
redomicile and reorganization hereunder shall be subject to the satisfaction of
each of the following conditions:
(a) Such authority, including "no-action" letters, and orders from the
Securities and Exchange Commission (the "Commission") and state securities
commissions as may be necessary to permit the parties to carry out the
transactions contemplated by this Agreement shall have been received.
(b) One or more post-effective amendments to the registration
statement of the Trust on Form N-1A under the Securities Act of 1933 and
the Act, as may be required, containing such amendments to such
registration statement as are determined by the Board of Trustees of the
Trust to be necessary and appropriate as a result of the plan of redomicile
and reorganization shall have been filed with the Commission and shall have
become effective, and no stop-order suspending the effectiveness of the
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).
(c) Confirmation shall have been received from the Commission or its
staff that II shall, effective upon or before the Effective Time, be duly
registered as a diversified, open-end management investment company under
the Act.
(d) Each party shall have received an opinion of counsel that the
Trust, and II, are duly formed and validly existing under the laws of the
Commonwealth of Massachusetts and that the shares of the Trust to be issued
pursuant to the terms of this Agreement have been duly authorized, and,
when issued and delivered as provided in this Agreement, will have been
validly issued, fully paid and nonassessable.
(e) Each party shall have received an opinion of counsel to the effect
that the reorganization contemplated by this Agreement qualifies as a
"reorganization" under Section 368(a)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), and each party shall have received an
opinion of counsel or a private letter ruling from the Internal Revenue
Service to the effect that II will be treated as a separate association
taxable as a corporation for federal income tax purposes.
(f) The shares of II shall have been duly qualified for offering to
the public in all states of the United States, the Commonwealth of Puerto
Rico and the District of Columbia (except where applications are not
required) so as to permit the transfers contemplated by this Agreement to
be consummated.
(g) A vote approving this Agreement and the reorganization
contemplated hereby shall have been adopted by at least a majority of the
outstanding shares of capital stock of the Company entitled to vote at an
annual or special meeting and the shareholders of the Company shall have
voted at such meeting to direct the Company to vote, and the Company shall
have voted, as the sole shareholder of II to approve an investment advisory
agreement (the "Advisory Agreement") between the Trust and Van Eck
Associates Corporation.
(h) The Board of Trustees of the Trust shall have taken the following
actions at a meeting duly called for such purposes:
(1) approved the Advisory Agreement between the Trust and Van Eck
Associates Corporation;
(2) selected Deloitte & Touche as the Trust's independent
auditors for the fiscal year ending December 31, 1991;
(3) authorized the issuance by the Trust, prior to the Effective
Time, of one share of 11 to the Company in consideration for the
payment of $10, for the purpose of enabling the Company to vote on the
matters referred to in paragraph (g) in this Section 3 as the sole
shareholder of 11;
(4) submitted the advisory agreement referred to in paragraph (g)
of this Section 3 to the Company as sole shareholder of II; and
(5) authorized the issuance by the Trust of shares of II at the
Effective Time in exchange for the assets and liabilities of the
Company pursuant to the terms and provisions of this Agreement.
At any time prior to the Effective Time, any of the foregoing conditions
may be waived by the Board of Directors of the Company if, in the judgment of
the Board, such waiver will not have a material adverse effect on the benefits
intended under this Agreement to the stockholders of the Company.
4. EFFECTIVE TIME.
The exchange of the Company's business, assets and liabilities for shares
of II shall be effective as of 5:30 P.M. New York Time, on April 30, 1991 or at
such other time and date as fixed by the mutual consent of the parties.
5. TERMINATION.
This Agreement and the transactions contemplated hereby may be terminated
and abandoned by resolution of the Board of Directors of the Company, at any
time prior to the Effective Time, if circumstances should develop that, in the
opinion of the Board, make proceeding with the Agreement inadvisable.
6. GOVERNING LAW.
This Agreement shall be governed and construed in accordance with the laws
of the Commonwealth of Massachusetts.
7. FURTHER ASSURANCES.
The Company and the Trust shall take such further actions as may be
necessary or desirable and proper to consummate the transactions contemplated
hereby.
8. LIMITATIONS OF LIABILITY.
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 Trust, as provided in the Master Trust Agreement of the Trust.
INTERNATIONAL INVESTORS Attest:
INCORPORATED
___________________________________ ______________________________________
President Secretary
VAN ECK FUNDS (SEAL)
___________________________________ ______________________________________
President Secretary
(SEAL)
8 Subsequent Filings that Reference this Filing
↑Top
Filing Submission 0000950130-99-001141 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Tue., Apr. 23, 9:51:29.1am ET 