0000930413-09-001840 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 3rd, 2009 • Van Eck Funds • New York

AGREEMENT made this ___ day of September, 2008 between Van Eck Associates Corporation, a corporation organized under the laws of the State of Delaware and having its principal place of business in New York, New York (the “Adviser”), and Van Eck Funds, a Massachusetts business trust having its principal place of business in New York, New York (the “Trust”).

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Participation Agreement
Participation Agreement • April 3rd, 2009 • Van Eck Funds

THIS AGREEMENT, dated as of _____________, 2007, between [NAME OF VAN ECK FUND], a [business trust /corporation] organized under the laws of the [Commonwealth/State] of ____________________, on behalf of itself and its respective series, severally and not jointly (each, an “Investing Fund”), and XYZ Fund (“XYZ Fund”), a [business trust /corporation] organized under the laws of the [Commonwealth State of _______________] on behalf of itself and its respective series, severally and not jointly (each, an “XYZ Series”).

SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • April 3rd, 2009 • Van Eck Funds • New York

AGREEMENT made as of the ____ day of ______, 2009 by and between ________, a corporation organized under the laws of the State of Delaware and having its principal place of business in _____, _____ (the “Sub-Advisor”) and Van Eck Associates Corporation, a corporation organized under the laws of the State of Delaware and having its principal place of business in New York, New York (the “Advisor”).

Exhibit (a)(23) VAN ECK FUNDS AMENDMENT NO. 22 TO THE AMENDED AND RESTATED MASTER TRUST AGREEMENT
Master Trust Agreement • April 3rd, 2009 • Van Eck Funds

Amendment No. 22 to the Amended and Restated Master Trust Agreement dated February 6, 1992, as amended (the “Agreement”) of Van Eck Funds (the “Trust”), made at New York, New York, this 22nd day of Janaury, 2009.

Exhibit (a)(24) VAN ECK FUNDS AMENDMENT NO. 23 TO THE AMENDED AND RESTATED MASTER TRUST AGREEMENT
Master Trust Agreement • April 3rd, 2009 • Van Eck Funds

Amendment No. 23 to the Amended and Restated Master Trust Agreement dated February 6, 1992, as amended (the “Agreement”) of Van Eck Funds (the “Trust”), made at New York, New York, this 12th day of Februsary, 2009.

Van Eck Funds 335 Madison Avenue, 19th Floor New York, New York 10017
Van Eck Funds • April 3rd, 2009

Pursuant to Section 1 of the Distribution Agreement, dated July 30, 1985 (the “Agreement”), between Van Eck Funds (the “Trust”) and Van Eck Securities Corporation (the “Distributor”), please be advised that the Trust has established an additional series of the Trust, namely, Multi-Manager Alternatives Fund (the “Fund”) which will issue two classes of shares, namely, Class A Shares and Class I Shares. The Trustees of the Trust have adopted the Agreement to retain the Distributor to render services contemplated by the Agreement for the Fund. Class A Shares and Class I Shares will be sold in accordance with the terms and conditions of the then-current prospectus of the Trust, as from time to time amended.

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