VAN ECK FUNDS
AMENDMENT NO. 8
TO AMENDED AND RESTATED MASTER TRUST AGREEMENT
Amendment No. 8 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
21st day of December, 1994.
W I T N E S S E T H:
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WHEREAS, Article VII, Section 7.3 of the Agreement provides that any
amendment to the Agreement that adversely affects the rights of shareholders may
be adopted at any time by an instrument in writing signed by a majority of the
Trustees (or by an officer of the Trust pursuant to a vote of a majority of such
Trustees) when authorized to do so by the vote in accordance with subsection (e)
of Section 4.2 of shareholders holding a majority of the shares entitled to
vote; 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 outstanding shares of each Sub-Trust have voted
to amend Article IV, Section 4.2(e) of the Agreement with respect to all Sub-
Trusts; and
WHEREAS, a majority of the outstanding shares of each Sub-Trust have voted
to amend Article VII, Section 7.2 of the Agreement; and
WHEREAS, a majority of the outstanding shares of each Sub-Trust have voted
to amend Article VII, Section 7.3 of the Agreement; and
WHEREAS, a majority of the Trustees have voted to establish a new series of
the Trust, which is designated as Gold Opportunity Fund and to establish two
classes of Shares thereof, which are designated as Class A and Class C;
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 Xxxxxxxx Xxxxxxxxxxx, a duly elected and
serving Secretary of the Trust, pursuant to the authorization described above,
hereby declares that the initial paragraph of Article IV, Section 4.2 of the
Agreement is amended 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 eleven Sub-Trusts: World Trends Fund,
Gold/Resources Fund (Class A and Class C), U.S., Government Money
Fund, Global Income Fund (Class A and Class B), International
Investors Gold Fund (Class A and Class C), Asia Dynasty Fund (Class A
and Class B), Asia Infrastructure Fund (Class A and Class C), Global
Balanced Fund (Class A and Class B), Global SmallCap Fund (Class A and
Class C), Global Hard Assets Fund (Class A and Class C) and Gold
Opportunity Fund (Class A and Class C). The World Trends Fund,
Gold/Resources Fund (Class A and Class C), U.S. Government Money Fund,
Global Income Fund (Class A and Class B), International Investors Gold
Fund (Class A and Class C), Asia Dynasty Fund (Class A and Class B),
Asia Infrastructure Fund (Class A and Class C), Global Balanced Fund
(Class A and Class B), Global SmallCap Fund (Class A and Class C),
Global Hard Assets Fund (Class A and Class C) and Gold Opportunity
Fund (Class A and Class C) 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 Article IV, Section 4.2(e) of the Agreement is amended
to read as follows:
"Section 4.2(e) Voting. On each matter submitted to a vote of the
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shareholders, each holder of the Share shall be entitled to one vote
for each whole share and to a proportionate fractional vote for each
fractional Share standing in his name on the books of the Trust
irrespective of the Sub-Trusts thereof or class thereof and all Shares
of all Sub-Trusts and classes thereof shall vote together as a single
class; provided, however, that as to any matter (i) with respect to
which a separate vote by such Sub-Trust or class thereof is required
by the 1940 Act or the provisions of the writing or vote establishing
and designating the Sub-Trust or class, such requirements as to a
separate vote by such Sub-Trust or class thereof shall apply in lieu
of all Shares of all Sub-trusts and classes thereof voting together,
and (ii) as to any matter which affects the interests of one or more
affected Sub-Trusts or classes shall be entitled to vote, and each
such Sub-Trust or class shall vote as a separate class."
hereby declares that the second paragraph of Article VII, Section 7.2 of the
Agreement is amended to read as follows:
"Section 7.2 Reorganization. The Trust or any one or more Sub-Trusts
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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. Any such
consolidation or merger shall require the affirmative vote of the
holders of a majority of the outstanding voting securities, as defined
in the 1940 Act, of the Sub-Trust so affected thereby if the Sub-Trust
is not the successor or survivor of such consolidation or merger."
and hereby declares that Article VII, Section 7.3 of the Agreement is amended to
read as follows:
"Section 7.3 Amendments. All rights granted to the Shareholders under
this Declaration of Trust are granted subject to the reservation of
the right to amend this Declaration of Trust as herein provided,
except that no amendment shall repeal the limitations on personal
liability of any Shareholder or Trustee or repeal the prohibition of
assessment upon the Shareholders without the express consent of each
Shareholder or Trustee involved. Subject to the foregoing, the
provisions of the Declaration of Trust (whether or not related to the
rights of Shareholders) may be amended at any time, so long as such
amendment does not adversely affect the rights of any Shareholder with
respect to which such amendment is or purports to be applicable and so
long as such amendment is not in contravention of applicable law,
including the 1940 Act, by an instrument in writing signed by a
majority of such trustees). Any amendment to this Declaration of Trust
that adversely affects the rights of Shareholders may be adopted at
any time by an instrument in writing signed by a majority of the then
Trustees (or by an officer of the Trust pursuant to a vote of a
majority of such trustees) when authorized to do so by the vote in
accordance with subsection (e) of Section 4.2 of Shareholders holding
a majority of the outstanding voting securities entitled to vote (as
defined in the 1940 Act); provided, however, that any amendment to
Section 3.6 may be adopted at any time by an instrument in writing
signed by a majority of the then Trustees (or by an officer of the
Trust pursuant to a vote of a majority of such trustees) only when
authorized to do so by the vote of a "majority of the outstanding
voting securities" of International Investors, as such term is defined
in the 1940 Act. Subject to the foregoing, any such amendment shall be
effective as
provided in the instrument containing the terms of such amendment or,
if there is no provision therein with respect to effectiveness, upon
the execution of such instrument and of a certificate (which may be a
part of such instrument) executed by a Trustee or officer of the Trust
to the effect that such amendment has been duly adopted."
WITNESS my hand and seal this 21st day of December, 1994.
/s/ Xxxxxxxx Xxxxxxxxxxx
Xxxxxxxx Xxxxxxxxxxx, Secretary
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
Then personally appeared the above-named Xxxxxxxx Xxxxxxxxxxx and
acknowledged this instrument to be his free act and deed this 21st day of
December, 1994.
/s/ Xxxxx X. Xxxxx
Notary Public
My commission expires: 12/31/95
