DEFERRED FEE AGREEMENT
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THIS AGREEMENT, dated January 1, 1996 by and between Van Eck Funds (the
"Trust"), a
management investment company organized as a Massachusetts business Trust, with
offices at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and _____________, 0000
Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Trustee").
WITNESSETH:
WHEREAS, Trustee currently serves as a trustee of the Trust and receives
remuneration ("Trustee's Fees") from the Trust in that capacity; and
WHEREAS, Trustee desires that an arrangement be established with the Trust
under which Trustee may defer receipt of Trustee's Fees that may otherwise
become payable to Trustee and that relate to services performed after the date
hereof, and
WHEREAS, the Trust is agreeable to such an arrangement;
NOW, THEREFORE, it is agreed as follows:
1. Trustee irrevocably elects to defer receipt, subject to the provisions
of this Agreement, of the portion of Trustee's Fees designated on Schedule A
which may otherwise become payable to Trustee for the calendar year 1996, and
which relate to services performed after the date hereof. Such election shall
continue in effect with respect to such Trustee's Fees which may otherwise
become payable to Trustee for any calendar year subsequent to 1996 (which,
together with the calendar year 1996, are referred to herein as "Deferred Years"
and individually as a "Deferred Year"), unless prior to January I of such year,
Trustee shall have delivered to the President of the Trust a written revocation
or modification of such election with respect to all or any portion of such
Trustee's Fees which may otherwise become payable to him for such year.
Trustee's Fees with respect to which Trustee shall have elected to defer receipt
(and shall not have revoked such election) as provided above are hereinafter
referred to as "Deferred Trustee's Fees."
2. During any Deferred Year, the Trust shall credit the amount of
Deferred Trustee's Fees to a book reserve account (the "Deferred Fee Account")
based on the rate(s) of such Trustee's Fees in effect from time to time during
such year.
3. The "Underlying Securities" designated for the Deferred Fee Account
shall be shares of the Xxx Xxx Funds as set forth on Schedule A as it may be
amended from time to time; provided, however, that management of the Trust and
Trustee may from time to time designate in writing shares of one or more of the
Investment Funds listed on Schedule A hereto which may be amended from time to
time by the Trust (or any successor to the Trust) as the Underlying Securities.
Notwithstanding the foregoing, if in the reasonable judgment of management of
the Trust the acquisition of designated Underlying Securities would be
reasonably likely to result in a violation by the Trust, any series thereof or
the issuer of any Underlying Securities of Sections 12(d)(1), 17(a), 17(d) or
18(f) under the Investment Company Act of 1940, as amended, or of the investment
objectives and policies of the Trust or any series thereof, management may
designate new Underlying Securities, upon written notice to the Trustee, which
designation shall be effective until such time as a new designation is made in
writing by management of the Trust and the Trustee. Until such time as the
Securities and Exchange Commission ("SEC") shall by order permit the Investment
Funds listed on Schedule A to be acquired for the benefit of the Deferred Fee
Account, the Underlying Securities shall be U.S. Treasury bills, the rate for
each quarter shall be the rate as reported in the Wall Street Journal or
Xxxxxx'x as of the prior quarter-end or as close to that date as is possible.
The date on which the SEC order becomes effective the Underlying Securities
shall be those listed on Schedule A as designated by Trustee.
4. The value of the Deferred Fee Account as of any date shall be equal to
the value such account would have had as of such date if the amounts credited
thereto had been invested and reinvested in the Underlying Securities from and
after the date such Underlying Securities were designated. In addition, the
Deferred Fee Account shall be credited or debited, as the case may be, with all
gains, losses, interest, dividends and earnings that would have been realized
had the Deferred Fee Account been invested in such Underlying Securities from
and after the date such Underlying Securities were designated.
5. The Trust's obligation to make payments of the Deferred Fee Account
shall be a general obligation of the Trust, and such payments shall be made from
the Trust's general assets and property. Trustee's relationship to the Trust
under this Agreement shall be only that of a general unsecured creditor, and
neither this Agreement nor any action taken pursuant hereto shall create or be
construed to create a trust or fiduciary relationship of any kind between the
Trust and Trustee, Trustee's designated beneficiary or any other person, or a
security interest of any kind in any property of the Trust in favor of Trustee
or any other person. The Trust shall not be required to purchase, hold or
dispose of any investments pursuant to this Agreement; provided, however, that
if in order to cover its obligations hereunder the Trust elects to purchase any
investments (including without limitation investments in tile Underlying
Securities), the same shall continue for all purposes to be a part of the
general assets and property of the Trust, subject to the claims of its general
creditors and no person other than the Trust shall by virtue of tile provisions
of this Agreement have any interest in such assets other than an interest as a
general creditor. The Trust shall provide an annual statement to Trustee showing
such information as is appropriate, including the aggregate amount in the
Deferred Fee Account, as of a reasonably current date, which amount may increase
or decrease from time to time as a result of gains, losses, interest, dividends
and earnings, in accordance with paragraph 4 above.
6. Trustee hereby elects to have payments made, upon termination of
Trustee's service as a trustee, out of Trustee's Deferred Fee Account as set
forth in Schedule A. Otherwise, payment shall be made to Trustee in such number
of annual installments as shall be determined by the Trust in its sole
discretion. The Trust may consult with Trustee prior to such determination. Each
annual installment payment shall be made as of January 31, beginning with the
January 31st following the termination of Trustee's service as a trustee. Until
complete payment of amounts credited to the Deferred Fee Account, the unpaid
balance shall be credited or debited, as the case may be, with all gains,
losses, interest, dividends and earnings in accordance with paragraph 4 above.
The Trust in its sole discretion reserves tile right to accelerate payment of
amounts in Trustee's Deferred Fee Account at any time after termination of
Trustee's service as a trustee. Notwithstanding tile foregoing, in tile event of
the liquidation, dissolution or winding up of tile Trust or the distribution of
all or substantially all of the Trust's assets and property relating to one or
more series of its shares, if any, to shareholders of such series (for this
purpose a sale, conveyance or transfer of the Trust's assets to a trust,
partnership, association or another corporation in exchange for cash, shares or
other securities with the transfer being made subject to, or with the assumption
by the transferee of, the liabilities of the Trust shall not be deemed a
termination of the Trust or such a distribution), all unpaid amounts in the
Deferred Fee Account as to such series as of the effective date thereof shall be
paid in a lump sum oil such effective date.
7. Payment of amounts credited to the Deferred Fee Account shall be made
in the form of a check. Such payment shall be made to Trustee except that:
(a) in the event that Trustee shall be determined by a court of
competent jurisdiction to be incapable of managing Trustee's financial affairs,
and if the Trust has actual notice of such determination, payment shall be made
to Trustee's personal representative(s); and
(b) in the event of Trustee's death, payment shall be made to the last
beneficiary designated by Trustee for purposes of receiving such payment in such
event in a written notice delivered to the President of the Trust; provided that
if such beneficiary has not survived Trustee, payment shall
instead be made to Trustee's estate. (Trustee hereby designates as the initial
beneficiary for purposes of receiving such payment in such event the person set
forth in Schedule A.)
The Trust may deduct from the payment of amounts in the Deferred Fee
Account any amounts required for purposes of withholding for federal and/or
state income and employment tax or any similar tax or levy.
8. Amounts in the Deferred Fee Account shall not in any way be subject to
the debts or other obligations of Trustee and may not be voluntarily sold,
transferred, pledged or assigned by him except as provided in paragraph 7(b).
9. This Agreement shall not be construed to confer any right on the part
of Trustee to be or remain a trustee of the Trust or to receive any, or any
particular rate of, Trustee's Fees.
10. Interpretations of, and determinations related to, this Agreement made
by the Trust, including any determinations of the amounts in the Deferred Fee
Account, shall be made by the Board of Trustees of tile Trust and, if made in
good faith, shall be conclusive and binding upon all parties; and the Trust
shall not incur any liability to Trustee for any such interpretation or
determination so made or for any other action taken by it in connection with
this Agreement in good faith.
11. This Agreement contains the entire understanding and agreement between
the parties with respect to the subject matter hereof, and may not be amended,
modified or supplemented in any respect except by subsequent written agreement
entered into by both parties.
12. This Agreement shall be binding upon, and shall inure to the benefit
of, the Trust and its successors and assigns and Trustee and Trustee's heirs,
executors, administrators and personal representatives.
13. This Agreement is being entered into in, and shall be construed in
accordance with tile internal laws of, the Commonwealth of Massachusetts,
without regard to conflicts of law provisions thereof
14. Copies of the Master Trust Agreement, as amended, establishing Xxx Xxx
Funds are on file with the Secretary of the Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is executed on behalf of the Trust by
an officer of the Trust as an officer and not individually and that the
obligations of or arising out of this Agreement are not binding upon any of the
Trustees, officers, shareholders, employees or agents of tile Trust individually
but are binding only upon the assets and property of the Trust.
IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed on
its behalf by its duly authorized officer, and Trustee has executed this
Agreement, on the date first written above.
XXX XXX FUNDS
By_____________________________________________
Xxxx X. xxx Xxx
Chairman
_______________________________________________
Trustee
