VAN ECK FUNDS
AMENDMENT NO. 4
TO AMENDED AND RESTATED MASTER TRUST AGREEMENT
Amendment No. 4 to the Amended and Restated Master Trust Agreement dated
February 6, 1992 (amending the Master Trust Agreement dated April 3, 1985) (the
"Agreement"), of Van Eck Funds (the "Trust"), made at New York, New York this
10th day of May, 1994.
W I T N E S S E T H:
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WHEREAS, Section 7.3 of the Agreement provides that the Agreement may be
amended from time to time, as long as such amendment does not adversely affect
the rights of any shareholder and so long as such amendment is not in
contravention of applicable law, including the Investment Company Act of 1940,
by an instrument in writing, signed by an officer of the Trust pursuant to a
vote of a majority of the Trustees of the Trust; and
WHEREAS, Section 4.1 of the Agreement provides that the Trustees of the
Trust may establish and designate series of Shares of the Trust and classes
thereof-, and
WHEREAS, a majority of the Trustees of the Trust have voted to establish a
second class of Shares for the World Income Fund which shall be designated as
Class B Shares and hereby redesignate all existing shares of World Income Fund
and any similar shares issued in the future as Class A Shares; and
WHEREAS, a majority of the Trustees have voted to establish two new series
of the Trust, which are designated as Asia Infrastructure Fund and Global
SmallCap Fund, and to establish two classes of Shares of each series thereof,
which are designated as Class A and Class B; and
WHEREAS, a majority of the Trustees have voted to change section 7.2 of the
Agreement with respect to all Sub-Trusts other than World Trends Fund,
Gold/Resources Fund, U.S. Government Money Fund, World Income Fund,
International Growth Fund, International Investors Gold Fund, Asia Dynasty Fund
and Global Balanced Fund; and
WHEREAS, a majority of Trustees have duly approved this amendment to the
Agreement and authorized the same to be filed with the Secretary of State of the
Commonwealth of Massachusetts.
NOW, THEREFORE, the undersigned ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, the duly elected and
serving Vice President of the Trust, pursuant to the authorization described
above, hereby declares that the initial paragraph of Section 4.2 of the
Agreement is amended to add additional Sub-Trusts and to read as follows:
"Section 4.2 Establishment and Description of Sub-Trusts. Without
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limiting the authority of the Trustees set forth in Section 4.1 to
establish and designate any further Sub-Trusts, the Trustees hereby
establish and designate ten Sub-Trusts: World Trends Fund,
Gold/Resources Fund, U.S. Government Money Fund, World Income Fund
(Class A and Class B), International Growth Fund, International
Investors Gold Fund, Asia Dynasty Fund (Class A and Class B), Asia
Infrastructure Fund (Class A and Class B), Global Balanced Fund (Class
A and Class B) and Global SmallCap Fund (Class A and Class B). The
World Trends Fund, Gold/Resources Fund, U.S. Government Money Fund,
World Income Fund (Class A and Class B), International Growth Fund,
International Investors Gold Fund, Asia Dynasty Fund (Class A and
Class B), Asia Infrastructure Fund (Class A and Class B), Global
Balanced Fund (Class A and Class B) and Global SmallCap Fund (Class A
and Class B) and any Shares of any further Sub-Trusts that may from
time to time be established and designated by the Trustees shall
(unless the Trustees otherwise determine With respect to some further
Sub-Trust at the time of establishing and designating the same) have
the following relative rights and preferences:"
and hereby declares that the second paragraph of Section 7.2 of the Agreement is
amended to read as follows:
The Trust or any one or more Sub-Trusts may, either as the successor,
or survivor, or non-survivor, (1) consolidate with one or more other
trusts, partnerships, associations or corporations organized under the
laws of the Commonwealth of Massachusetts or any other state of the
United States, to form a new consolidated trust, partnership,
association or corporation under the laws of which any one of the
constituent entities is organized, or (2) merge into one or more other
trusts, partnerships, associations or corporations organized under the
laws of the Commonwealth of Massachusetts or any other state of the
United States, or have one or more such trusts, partnerships,
associations or corporations merged into it, any such consolidation or
merger to be upon such terms and conditions as are specified in an
agreement and plan of reorganization entered into by the Trust, or one
or more such Sub-Trusts as the case may be, in connection therewith.
The terms "merge" or "merger" as used herein shall also include the
purchase or acquisition of any assets of any other trust, partnership,
association
or corporation which is an investment company organized under the laws
of the Commonwealth of Massachusetts or any other state of the United
States. With respect to the World Trends Fund, Gold/Resources Fund,
U.S. Government Money Fund, World Income Fund, International Growth
Fund, International Investors Gold Fund, Asia Dynasty Fund and Global
Balanced Fund only, any such consolidation or merger shall require the
affirmative vote of the holders of a majority of the outstanding
voting Shares, as defined in the 1940 Act, of the Sub-Trust so
affected thereby; and with respect to all other Sub-Trusts, such
affirmative vote shall only be required if the Sub-Trust is not the
successor or survivor of such consolidation or merger.
WITNESS my hand and seal this 10th day of May, 1994.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Vice President
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
Then personally appeared the above-named ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and
acknowledged this instrument to be his free act and deed this 10th day of May,
1994.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Notary Public
My commission expires: 12/31/95
