ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is made as of the ____ day of _____, 199x, by and between
VAN ECK FUNDS, a Massachusetts business trust (the "Trust") and XXX XXX
ASSOCIATES CORPORATION (the Administrator"), a New York corporation.
W I T N E S S E T H:
WHEREAS, the Trust Is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust wishes to retain the Administrator to provide certain
accounting and administrative services to a series thereof, namely - ("Series"),
and the Administrator is willing to furnish such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints the Administrator to provide certain
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accounting and administrative services to the Series for the period and on the
terms set forth In this Agreement. The Administrator accepts such appointment
and agrees to furnish the services herein set forth. The Administrator agrees to
comply with all relevant provisions of the 1940 Act and applicable rules and
regulations thereunder. The Trust may from time to time issue separate series or
classes or classify and reclassify shares of such series or class. The
Administrator shall identify to each such series or class of shares property
belonging to such series or class and shall prepare such reports, confirmations
and notices to the Trust called for under this Agreement and shall identify the
series or class of shares to which such report, confirmation or notice pertains
in the event it is engaged by the Trust to perform the services herein contained
respecting such series or class of shares.
2. Delivery of Documents. The Trust will furnish the Administrator with
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properly certified or authenticated copies of such documents, resolutions and
agreements and any amendments or supplement thereto, as the Administrator may,
from time to time request.
3. Services on a Continuing Basis.
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(a) The Administrator, at Its own expense, will perform the following
accounting functions on an ongoing basis:
(1) Journalize the Series' Investment, capital share and income and
expense activities;
(2) Verify investment buy/sell trade tickets when received from the Series
and transmit trades to the Trusts custodian for proper settlement;
(3) Maintain individual ledgers for investment securities;
(4) Reconcile cash and investment balances of the Series with the Trust's
custodian, and
provide the Series with the beginning cash balance available for
Investment purposes;
(5) Update the cash availability throughout the day as required by the
Series;
(6) Post to and prepare the Trust's Statement of Assets and Liabilities
and the Statement of Operations;
(7) Calculate various contractual expenses (e.g,, transfer agency fees);
(8) Control all disbursements from the Series and authorize such
disbursements upon written instructions from authorized Series
officers and agents;
(9) Calculate capital gains and losses;
(10) Determine the Series' net income;
(11) Obtain security market quotes, at the Fund's expense, from services
approved by the Trust, or if such quotes are unavailable, obtain such
prices from the Series investment advisor, and in either case
calculate the market value of the Trusts investments;
(12) Deliver a copy of the daily portfolio valuation to the Series;
(13) Compute the net asset value of the Series:
(14) Compute the Series' yields, total return, expense ratios, portfolio
turnover rate;
(15) Monitor the expense accruals and notify the Series of any proposed
adjustments; and
(16) Prepare periodic unaudited financial statements.
(b) In addition to the accounting services described in the foregoing
Paragraph 3(a), the Administrator will provide or arrange for the
following services:
(1) Prepare periodic audited financial statements;
(2) Supply various statistical data as requested by the Board of Trustees
of the Trust on an ongoing basis;
(3) Prepare for execution and file the Series' Federal and state tax
returns;
(4) Prepare and file the Series' Semi-Annual Reports with the SEC on Form
N-SAR;
(5) Prepare and file with the Securities and Commission Charge the Trust's
annual, semi-annual, and quarterly shareholder reports;
(6) File registration statements on form N1-A and other filings relating
to the registration of Shares;
(7) Monitor the Series' status as a regulated Investment company under
Sub-Chapter M of the Internal Revenue Code of 1986, as amended;
(8) Maintain the Series' fidelity bond as required by the 1940 Act;
(9) Prepare materials for and record the proceedings of, in conjunction
with the officers of the
Trust, the meetings of the Trusts Board of Trustees; and
(10) Prepare any other regulatory reports to and for any federal, local or
state agency as may be required.
In carrying out Its duties hereunder, as well as any other activities undertaken
on behalf of the Series pursuant to this Agreement, the Administrator shall at
all times be subject to the control and direction of the Board of Trustees of
the Trust.
4. EXPENSES OF THE ADMINISTRATOR AND THE TRUST
(a) Expenses of the Administrator.
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(1) The Administrator, to the extent not provided by the investment advisers to
the Fund, will arrange to furnish the Trust office space In the offices of
the Administrator, or in such other place or places as may be agreed upon
from time to time, and all necessary office facilities, simple business
equipment, supplies, utilities, and telephone service for administering the
affairs and investments of the Trust. These services are exclusive of the
necessary services and records of any dividend disbursing agent, transfer
agent, registrar or custodian, and accounting and bookkeeping services
which may be provided by the custodian.
(2) The Administrator shall provide executive and clerical personnel for
administering the affairs of the Trust, and shall compensate officers and
Trustees of the Trust if such persons are also employees of the
Administrator or its affiliates, except as provided in Paragraph 3(a).
(b) Expenses of the Trust. Although the Administrator shall be responsible for
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providing or arranging for a third party to provide the services set forth
herein, the Administrator shall not bear the responsibility for or expenses
associated with operational, accounting or administrative services on behalf of
the Trust not directly related to providing an investment program for the Trust.
The expenses to be borne by the Trust include, without limitation:
(1) the charges and expenses of any registrar, stock, transfer or dividend
disbursing agent, custodian, depository or other agent appointed by the
Trust for the safekeeping of its cash, portfolio securities and other
property;
(2) except as provided in Section 4(a) hereof, general operational,
administrative and accounting costs, such as the costs of calculating the
Trusts net asset value, the preparation of the Trust's tax flings with
relevant authorities and of compliance with any and all regulatory
authorities:
(3) the charges and expenses of auditors and outside accountants;
(4) brokerage commissions for transactions in the portfolio securities of the
Trust;
(5) all taxes, including issuance and transfer taxes, and corporate fees
payable by the Trust to Federal, state or other U.S. or foreign
governmental agencies;
(6) the cost of stock certificates representing shares of the Trust;
(7) expenses involved in registering and maintaining registrations of the Trust
and of its shares with the Securities and Exchange Commission and various
states and other jurisdictions, if applicable;
(8) all expenses of shareholders' and Trustees' meetings, Including meetings of
committees, and of preparing, setting in type, printing and mailing proxy
statements, quarterly reports, semi-annual
reports, annual reports and other communications to shareholders;
(9) all expenses of preparing and setting in type offering documents, and
expenses of printing and mailing the same to shareholders (but not expenses
of printing and mailing of offering document and literature used for any
promotional purposes);
(10) compensation and travel expenses of Trustees who are not "interested
persons" of the Administrator within the meaning of the 1940 Act;
(11) the expense of furnishing, or causing to be furnished, to each shareholder
statements of account;
(12) charges and expenses of legal counsel in connection with matters relating
to the Trust, including, without limitation, legal services rendered in
connection with the Trust's corporate and financial structure, day to day
legal affairs of the Trust and relations with its shareholders, issuance of
Trust shares, and registration and qualification or securities under
Federal, state and other laws;
(13) the expenses of attendance at professional meetings of organizations such
as the Investment Company Institute by officers and Trustees of the Trust,
and the membership or association dues of such organizations;
(14) the cost and expense of maintaining the books and records of the Trust;
(15) the expense of obtaining and maintaining a fidelity bond as required by
Section 17(g) of the 1940 Act and the expense of obtaining and maintaining
an errors and omissions policy;
(16) interest payable on Trust borrowing;
(17) postage; and
(18) any other cost and expenses Incurred by the Administrator for Trust
operations and activities.
5. Records.
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The books and records pertaining to the Series which are in the possession of
the Administrator shall be the property of the Trust. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws and rules and regulations. The Trust, or the Trust's
authorized representatives, shall have access to such books and records at all
times during the Administrator's normal business hours. Upon the reasonable
request of the Trust, copies of any such books and records shall be provided by
the Administrator to the Trust or its authorized representative at the Trust's
expense.
6. Liaison With Accountants. The Administrator shall act as liaison with the
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Trust's independent public accountants and shall provide account analyses,
fiscal year summaries, and other audit related schedules. The Administrator
shall take all reasonable action in the performance of its obligations under
this Agreement to assure that the necessary information is made available to
such accountants for the expression of their opinion, as such may be required by
the Trust from time to time.
7. Right to Receive Advice.
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(a) Advice of Series. If the Administrator shall be in doubt as to any action
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to be taken or omitted by it, it may request, and shall receive, from the
Series directions or advice.
(b) Advice of Counsel. If the Administrator or the Series shall be in doubt as
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to any question of law
involved in any action to be taken or omitted by the Administrator, it may
request advice at the Series' cost from counsel of its own choosing (who
may be counsel for the Administrator or the Series, at the option of the
Administrator).
(c) Protection of the Administrator. The Administrator shall be protected in
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any action or inaction which it takes in reliance on any directions or advice
received pursuant to subsections (a) or (b) of this paragraph which the
Administrator, after receipt of any such directions or advice in good faith
believes to be consistent with such directions or advice as the case may be.
However, nothing in this paragraph shall be construed as imposing upon the
Administrator any obligation (i) to seek such directions, or advice or (ii) to
act in accordance with such directions or advice when received. Nothing in this
subsection shall excuse the Administrator when an action or omission on the part
of the Administrator constitutes willful misfeasance, bad faith, gross
negligence or reckless disregard by the Administrator of its duties under this
Agreement.
8. Compliance with Governmental Rules and Regulations. The Series assumes
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full responsibility for insuring that it complies with all applicable
requirements of the Securities Act of 1933 (the "1933 Act"), the Securities
Exchange Act of 1934 ("the 1934 Act"), the 1940 Act, and any laws, rules and
regulations of governmental authorities having Jurisdiction.
9. Compensation. As compensation for the services rendered by the
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Administrator during the term of this Agreement, the Series will pay to the
Administrator an annual fee calculated and payable monthly, at the annual rate
of - 1% of the average daily net assets of the Series.
10. Indemnification. The Trust agrees to indemnify and hold harmless the
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Administrator and its nominees from all taxes, charges, expenses, assessments,
claims and liabilities, (including, without limitation, liabilities arising
under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign
securities and blue sky laws, all as or to be amended from time to time) and
expenses, including (without limitation) attorneys' fees and disbursements,
arising directly or Indirectly from any action or thing which the Administrator
takes or does or omits to take or do (i) at the request or on the direction of
or in reliance on the advice of the Series or the Trust or (ii) upon oral or
written instruction, provided, that neither the Administrator nor any of its
nominees shall be indemnified against any liability to the Series or to its
shareholders (or any expenses incident to such liability) arising out of the
Administrator's own willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties and obligations under this Agreement.
11. Responsibility of the Administrator. The Administrator shall be under no
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duty to take any action on behalf of the Series except as specifically set forth
herein or as may be specifically agreed to by the Administrator in writing. In
the performance of its duties hereunder, the Administrator shall be obligated to
exercise care and diligence and to act in good faith and to use its best efforts
within reasonable limits in performing services provided for under this
Agreement, but the Administrator shall not be liable for any act or omission
which does not constitute willful misfeasance, bad faith or gross negligence on
the part of the Administrator or reckless disregard by the Administrator of its
duties under this Agreement. Without limiting the generality of the foregoing or
of any other provision of this Agreement, the Administrator in connection with
its duties under this Agreement shall not be under any duty or obligation to
inquire into and shall not be liable for or in respect of (a) the validity or
invalidity or authority or lack thereof of any oral or written instruction,
notice or other instrument which conforms to the applicable requirements of this
Agreement, and which the Administrator reasonably believes to be genuine; (b)
delays or errors or loss of data occurring by reason of circumstances beyond the
Administrator's control, including acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdown, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply. In the event of equipment
failures beyond the Administrator's control, the Administrator shall, at no
additional expense to the Series or the Trust, take reasonable steps to minimize
service interruptions but shall have no liability with respect thereto.
12. Duration and Termination. This Agreement shall continue until termination
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by either party on 60 days written notice to the other.
13. Further Action. Each party agrees to perform such further acts and execute
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such further documents as are necessary to effectuate the purposes hereof.
14. Amendments. This Agreement or any part hereof may be changed or waived
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only by an instrument in writing signed by the party against which enforcement
of such change or waiver is sought.
15. Miscellaneous. This Agreement embodies the entire agreement and
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understanding between the parties thereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof, provided that the
parties hereto may embody in one or more separate documents their agreement, if
any, with respect to delegation and/or oral instructions. The captions in this
agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement shall be deemed to be a contract made in New York and
governed by New York law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
[SEAL] XXX XXX FUNDS
Attest: ___________________ By:__________________
[SEAL] XXX XXX ASSOCIATES CORPORATION
Attest:___________________ By:__________________
