INVESTMENT ADVISORY AGREEMENT

AGREEMENT made as of the 20th day of April, 1994 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 "Advisor"), and VAN ECK FUNDS a Massachusetts Business trust having its principal place of business in New York, New York (the "Trust").

WHEREAS, the Trust is engaged in business as an open-end investment company and is so registered under the Investment Company Act of 1940 (the "1940 Act"); and

WHEREAS, the Advisor is engaged principally in the business of rendering investment management services and is registered under the Investment Advisers Act of 1940; and

WHEREAS, the Trust is authorized to issue shares of beneficial interest with each series; and in separate series representing interests in a separate portfolio of securities and other assets:

WHEREAS, the Trust intends to initially offer its shares in one such series, namely, Global Balanced Fund (the "Fund" or "Initial Series") and invest the proceeds in securities, the Trust desires to retain the Advisor to render investment advisory services hereunder and with respect to which the Advisor is willing so to do;

NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the parties hereto as follows:

1. APPOINTMENT OF ADVISOR.

The Trust hereby appoints the Advisor to act as investment advisor to the Fund for the period and on the terms herein set forth. The Advisor accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.

2. DUTIES OF ADVISOR.

The Advisor, at its own expense, shall furnish the following services and facilities to the Trust:

(a) INVESTMENT PROGRAM.

The Advisor will (i) furnish continuously an investment program for the Fund
(ii) determine (subject to the overall supervision and review of the Board of Trustees of the Trust) what investments shall be purchased, held, sold or exchanged and, what portion, if any, of the assets of the Trust shall be held uninvested, and (iii) make changes on behalf of the Trust in the investments.

The Advisor also will manage, supervise and conduct such other affairs and business of the Trust and matters incidental thereto, as the Advisor and the Trust agree, subject always to the control of the Board of Trustees of the Trust and to the provisions of the Master Trust Agreement of the Trust, the Trust's By-laws and the 1940 Act.

(b) OFFICE SPACE AND FACILITIES.

The Advisor will arrange to furnish the Trust office space in the offices of the Advisor, 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 required for managing the investments of the Trust.

(c) PERSONNEL.

The Advisor shall provide executive and clerical personnel for managing the investments of the Trust, and shall compensate officers and Trustees of the Trust if such persons are also employees of the Advisor or its affiliates, except as otherwise provided herein.

(d) PORTFOLIO TRANSACTIONS.

The Advisor shall place all orders for the purchase and sale of portfolio securities for the account of the Trust with brokers or dealers selected by the Advisor, although the Trust will pay the actual brokerage commissions on portfolio transactions in accordance with Paragraph 3(d). In executing portfolio transactions and selecting brokers or dealers, the Advisor will use its best efforts to seek on behalf of the Trust the best overall terms available. In assessing the best overall terms available for any transaction, the Advisor shall consider all factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Advisor may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Trust and/or the other accounts over which the Advisor or an affiliate of the Advisor exercises investment discretion. The Advisor is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Advisor determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised by the Advisor or its affiliates. Nothing in this Agreement shall preclude the combining of orders for the sale or purchase of securities or other investments with other accounts managed by the Advisor or its affiliates provided that the Advisor does not favor any account over any other account and provided that any purchase or sale orders executed contemporaneously shall be allocated in a manner the Advisor deems equitable among the accounts involved.

3. EXPENSES OF THE TRUST.

The Advisor 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:

(a) 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;

(b) general operational, administrative and accounting costs, such as the costs of calculating the Trust's net asset value, the preparation of the Trust's tax filings with relevant authorities and of compliance with any and all regulatory authorities;

(c) charges and expenses of auditors and outside accountants;

(d) brokerage commissions for transactions in the portfolio securities of the Trust;

(e) 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;

(f) the cost of stock certificates representing shares of the Trust;

(g) 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;

(h) 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;

(i) 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 documents and literature used for any promotional purposes);

(j) compensation and travel expenses of Trustees who are not "interested persons" of the Advisor within the meaning of the 1940 Act;

(k) the expense of furnishing, or causing to be furnished, to each shareholder statements of account;

(l) 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;

(m) 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;

(n) the cost and expense of maintaining the books and records of the Trust;

(o) 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;

(p) interest payable on Trust borrowing;

(q) postage; and

(r) any other costs and expenses incurred by the Advisor for Trust operations and activities, including but not limited to the organizational costs of the Trust if initially paid by the Advisor.

4. ADVISORY FEE.

For the services and facilities to be provided to the Trust by the Advisor as provided in Paragraph 2 hereof, the Trust shall pay the Advisor a fee at the annual rate set forth in Exhibit A ("Annual Fee"). The Trust shall pay such amounts monthly, based on the Fund's average daily net assets, as determined by the Trust or its third party administrator in accordance with procedures established from time to time by or under the direction of the Board of Trustees of the Trust.

5. SUB-INVESTMENT ADVISORS.

(a) APPOINTMENT OF SUB-INVESTMENT ADVISORS.

Subject to the terms of the Agreement, the Master Trust Agreement and the 1940 Act, the Advisor, at its expense, may select and contract with investment advisors "Sub-Investment Advisors") to provide all or a portion of the investment advisory services to be furnished by the Advisor hereunder. Any contract with a Sub-Investment Advisor shall be subject to the written approval of the Trust.

(b) RESPONSIBILITY OF ADVISOR.

So long as the Sub-Investment Advisor serves as Investment advisor to all or a portion of the Fund's assets, the obligation of the Advisor under this Agreement shall be, subject in any event to the control of the Board of Trustees of the Trust, to determine and review with the Sub-Investment Advisor investment policies of the Fund with respect to the assets managed by the Sub-Investment Advisor and the Sub-Investment Advisor shall have the obligation of furnishing continuously an investment program and making investment decisions for the Fund, adhering to applicable policies and restrictions and of placing all orders for the purchase and sale of portfolio securities for the Fund with respect to such assets. The Advisor shall compensate any Sub-Investment Advisor to the Fund for its services to the Fund.

(c) TERMINATION OF SUB-INVESTMENT ADVISORY AGREEMENT.

The Trust or the Advisor may terminate the services of the Sub-Investment Advisor at any time in its sole discretion, and at such time the Advisor shall assume the responsibilities of the Sub-Investment Advisor unless and until a successor Sub-Investment Advisor is selected.

6. TRUST TRANSACTIONS.

The Advisor agrees that neither it nor any of its officers, directors, employees or agents will take any long or short-term position in the shares of the Trust; provided, however, that such prohibition shall not prevent the purchase of shares of the Trust by any of the persons above described for their account and for investment at the price (net asset value) at which such shares are available to the public at the time of purchase or as part of the initial capital of the Trust:

7. RELATIONS WITH TRUST.

Subject to and in accordance with the Amended and Restated Master Trust Agreement and By-Laws of the Trust and the Articles of Incorporation and By-Laws of the Advisor, respectively, it is understood (i) that Trustees, officers, agents and shareholders of the Trust are or may be interested in the Advisor (or any successor thereof) as directors, officers, or otherwise; (ii) that directors, officers, agents and shareholders of the Advisor are or may be interested in the Trust as Trustees, officers, shareholders or otherwise; and
(iii) that the Advisor (or any such successor) is or may be interested in the Trust as a shareholder or otherwise and that the effect of any such adverse interests shall be governed by said Master Trust Agreement and By-laws:

8. LIABILITY OF ADVISOR AND 0FFICERS AND TRUSTEES OF THE TRUST:

Neither the Advisor nor its officers, directors, employees, agents or controlling persons or assigns shall be liable for any error of judgment or law, or for any loss suffered by the Trust or its shareholders in connection with the matters to which this Agreement relates, except that no provision of this Agreement shall be deemed to protect the Advisor or such persons against any liability to the Trust or its shareholders to which the Advisor might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement.

9. DURATION AND TERMINATION OF THIS AGREEMENT.

(a) DURATION.

This Agreement shall become effective on the date hereof for the Initial Series. Unless terminated as herein provided, this Agreement shall remain in full force and effect until May 1, 1995 and shall continue in full force and effect for periods of one year thereafter so long as such continuance is approved at least annually (i) by either the Trustees of the Trust or by vote of a majority of the outstanding voting shares (as defined in the 1940 Act) of the Trust, and (ii) in either event by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(b) ADDITIONAL SERIES.

As additional series, other than the Initial Series, are established, the Agreement shall become effective with respect to each such series listed in Exhibit A at the Annual fee set forth in such Exhibit upon the initial public offering of such new series, provided that the Agreement has previously been approved for continuation as provided in subsection (a) above.

(c) TERMINATION.

This Agreement may be terminated at any time, without payment of any penalty, by vote of the Trustees of the Trust or by vote of a majority of the outstanding shares (as defined in the 1940 Act), or by the Advisor, on sixty (60) days written notice to the other party.

(d) AUTOMATIC TERMINATION.

This Agreement shall automatically and immediately terminate in the event of its assignment.

10. PRIOR AGREEMENT SUPERSEDED.

This Agreement supersedes any prior agreement relating to the subject matter hereof between the parties.

11. SERVICES NOT EXCLUSIVE.

The services of the Advisor to the Trust hereunder are not to be deemed exclusive, and the Advisor shall be free to render similar services to others and to engage in other activities.

12. MISCELLANEOUS.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(b) 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.

13. LIMITATION OF LIABILITY.

The Term Van Eck Funds means and refers to the Trustees from time to time serving under the Amended and Restated Master Trust Agreement of the Trust dated February 6, 1992, as the same may subsequently thereto have been, or subsequently hereto be amended. It is expressly agreed that the obligations of the Trust hereunder shall not be binding, upon any Trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the assets and property of the Trust, as provided in the Amended and Restated Master Trust Agreement of the Trust. The execution and delivery of this Agreement have been authorized by the Trustees and the Trust, acting as such, and neither such authorization by such officer shall be deemed to have been made by any of them personally, but shall bind only the assets and property of the Trust as provided in its Amended and Restated Master Trust Agreement.

In WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

[SEAL]                                            VAN ECK FUNDS


Attest:  /s/ Gabriella Gallo                      By  /s/ John C. van Eck
         -------------------                          -------------------
                                                  President


[SEAL]                                            VAN ECK ASSOCIATES CORPORATION


Attest:  /s/ Gabriella Gallo                      By  /s/ John C. van Eck
         -------------------                          -------------------
                                                  President

                                                  Annual Advisory Fee
Name of Series                               (as a % of average daily net assets
--------------                               -----------------------------------

Global Balanced Fund .75 of 1%

VAN ECK FUNDS
122 East 42nd Street
New York, New York 10168

October 29, 1993

Van Eck Securities Corporation
122 East 42nd Street
New York, New York 10168

Ladies/Gentlemen:

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, Global Balanced Fund (the "Fund") which will issue two classes of shares, namely, Class A Shares and Class B 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 will be sold at "net asset value per share" of the Fund plus a front-end sales charge and the Class B Shares will be sold at "net asset value per share" of the Fund, in accordance with the then current prospectus of the Trust, as from time to time amended.

Please confirm below your willingness to render such services.

VAN ECK FUNDS

ATTEST: /s/ Thaddeus Leszczynski      BY: /s/ John C. van Eck
        ----------------------------      ----------------------------------
                                          President

Confirmed, Agreed to and Accepted this October 29, 1993:

VAN ECK SECURITIES CORPORATION

ATTEST: /s/ Thaddeus Leszczynski      BY: /s/ John C. van Eck
        ----------------------------      ----------------------------------
                                          President

VAN ECK FUNDS
122 East 42nd Street
New York, New York 10168

July 1, 1994

Van Eck Associates Corporation
122 East 42nd Street
New York, New York 10168

Ladies/Gentlemen:

Pursuant to Section 12 of the Accounting and Administrative Services Agreement, dated April 20, 1994 (the "Agreement"), between Van Eck Funds (the "Trust") and Van Eck Associates Corporation (the "Administrator"), please be advised that the Trust has established two additional series of the Trust, namely, Asia Infrastructure Fund and Global SmallCap Fund (the "Fund") which will each issue two classes of shares, namely, Class A Shares and Class B Shares. The Trustees of the Trust have adopted the Agreement to retain the Administrator to render services contemplated by the Agreement for the Fund. A certification by the Secretary of the Trust of the resolution adopted by the Board of Trustees and an amended Exhibit A reflecting the addition of the Fund to the Plan are attached.

Please confirm below your willingness to render such services.

VAN ECK FUNDS

ATTEST: /s/ Gabriella Gallo            BY: /s/ John C. van Eck
        --------------------------         --------------------------------
                                           President

Confirmed, Agreed to and Accepted this July 1, 1994;

VAN ECK ASSOCIATES CORPORATION

ATTEST: /s/ Gabriella Gallo            BY: /s/ John C. van Eck
        --------------------------         --------------------------------
                                           President

Name of Series                           Annual Administrative Fee
--------------                           (as a % of average daily net assets)
                                         ------------------------------------

Global Balanced Fund                     .25 of 1%
Asia Infrastructure Fund                 .25 of 1%
Global SmallCap Fund                     .25 of 1%

AGREEMENT between Van Eck Funds (the "Customer") and State Street Bank and Trust Company ("State Street").

PREAMBLE

WHEREAS, State Street has been appointed as custodian of certain assets of the Customer pursuant to a certain Custodian Agreement (the "Custodian Agreement") dated as of June __, 1999;

WHEREAS, State Street has developed and utilizes proprietary accounting and other systems, including State Street's proprietary Multicurrency HORIZONSM Accounting System, in its role as custodian of the Customer, and maintains certain Customer-related data ("Customer Data") in databases under the control and ownership of State Street (the "Data Access Services"); and

WHEREAS, State Street makes available to the Customer certain Data Access Services solely for the benefit of the Customer, and intends to provide additional services, consistent with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the parties agree as follows:

1. SYSTEM AND DATA ACCESS SERVICES

a. SYSTEM. Subject to the terms and conditions of this Agreement, State Street hereby agrees to provide the Customer with access to State Street's Multicurrency HORIZON(SM) Accounting System and the other information systems (collectively, the "System") as described in Attachment A, on a remote basis for the purpose of obtaining reports and information, solely on computer hardware, system software and telecommunication links as listed in Attachment B (the "Designated Configuration") of the Customer, or certain third parties approved by State Street that serve as investment advisors or investment managers of the Customer or other third parties, such as the Customer's independent auditors, which serve as service providers to the Customer (each, an "Investment Advisor"), solely with respect to the Customer or on any designated substitute or back-up equipment configuration with State Street's written consent, such consent not to be unreasonably withheld.

b. DATA ACCESS SERVICES. State Street agrees to make available to the Customer the Data Access Services subject to the terms and conditions of this Agreement and data access operating standards and procedures as may be issued by State Street from time to time. The ability of the Customer to originate electronic instructions to State Street on behalf of the Customer in order to (i) effect the transfer or movement of cash or securities held under custody by State Street or (ii) transmit accounting or other information (such transactions are referred to herein as "Client Originated Electronic Financial Instructions"), and (iii) access data for the purpose of reporting and analysis, shall be deemed to be Data Access Services for purposes of this Agreement.

c. ADDITIONAL SERVICES. State Street may from time to time agree to make available to the Customer additional Systems that are not described in the attachments to this Agreement. In the absence of any other written agreement concerning such additional systems, the term "System" shall include, and this Agreement shall govern, the Customer's access to and use of any additional System made available by State Street and/or accessed by the Customer.

2. NO USE OF THIRD PARTY SYSTEMS-LEVEL SOFTWARE

State Street and the Customer acknowledge that in connection with the Data Access Services provided under this Agreement, the Customer will have access, through the Data Access Services, to Customer Data and to functions of State Street's proprietary systems; provided, however that in no event will the Customer have direct access to any third party systems-level software that retrieves data for, stores data from, or otherwise supports the System.

3. LIMITATION ON SCOPE OF USE

a. DESIGNATED EQUIPMENT; DESIGNATED LOCATION. The System and the Data Access Services shall be used and accessed solely on and through the Designated Configuration at the offices of the Customer or the Investment Advisor located in *[city, state] ("Designated Location").

b. DESIGNATED CONFIGURATION; TRAINED PERSONNEL. State Street shall be responsible for supplying, installing and maintaining the Designated Configuration at the Designated Location. State Street and the Customer agree that each will engage or retain the services of trained personnel to enable both parties to perform their respective obligations under this Agreement. State Street agrees to use commercially reasonable efforts to maintain the System so that it remains serviceable, provided, however, that State Street does not guarantee or assure uninterrupted remote access use of the System.

c. SCOPE OF USE. The Customer will use the System and the Data Access Services only for the processing of securities transactions, the keeping of books of account for the Customer and accessing data for purposes of reporting and analysis. The Customer shall not, and shall cause its employees and agents not to (i) permit any third party to use the System or the Data Access Services, (ii) sell, rent, license or otherwise use the System or the Data Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Agreement,
(iii) use the System or the Data Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, (iv) allow access to the System or the Data Access Services through terminals or any other computer or telecommunications facilities located outside the Designated Locations, (v) allow or cause any information (other than portfolio holdings, valuations of portfolio holdings, and other information reasonably necessary for the management or distribution of the assets of the Customer) transmitted from State Street's databases, including data from third party sources, available through use of the System or the Data Access Services to be redistributed or retransmitted to another computer, terminal or other device for other than use for or on behalf of the Customer or (vi) modify the System in any way, including without limitation, developing any software for or

attaching any devices or computer programs to any equipment, system, software or database which forms a part of or is resident on the Designated Configuration.

d. OTHER LOCATIONS. Except in the event of an emergency or of a planned System shutdown, the Customer's access to services performed by the System or to Data Access Services at the Designated Location may be transferred to a different location only upon the prior written consent of State Street. In the event of an emergency or System shutdown, the Customer may use any back-up site included in the Designated Configuration or any other back-up site agreed to by State Street, which agreement will not be unreasonably withheld. The Customer may secure from State Street the right to access the System or the Data Access Services through computer and telecommunications facilities or devices complying with the Designated Configuration at additional locations only upon the prior written consent of State Street and on terms to be mutually agreed upon by the parties.

e. TITLE. Title and all ownership and proprietary rights to the System, including any enhancements or modifications thereto, whether or not made by State Street, are and shall remain with State Street.

f. NO MODIFICATION. Without the prior written consent of State Street, the Customer shall not modify, enhance or otherwise create derivative works based upon the System, nor shall the Customer reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.

g. SECURITY PROCEDURES. The Customer shall comply with data access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System on a remote basis and to access the Data Access Services. The Customer shall have access only to the Customer Data and authorized transactions agreed upon from time to time by State Street and, upon notice from State Street, the Customer shall discontinue remote use of the System and access to Data Access Services for any security reasons cited by State Street; provided, that, in such event, State Street shall, for a period not less than 180 days (or such other shorter period specified by the Customer) after such discontinuance, assume responsibility to provide accounting services under the terms of the Custodian Agreement.

h. INSPECTIONS. State Street shall have the right to inspect the use of the System and the Data Access Services by the Customer and the Investment Advisor to ensure compliance with this Agreement. The on-site inspections shall be upon prior written notice to the Customer and the Investment Advisor and at reasonably convenient times and frequencies so as not to result in an unreasonable disruption of the Customer's or the Investment Advisor's business.

4. PROPRIETARY INFORMATION

a. PROPRIETARY INFORMATION. The Customer acknowledges and State Street represents that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Customer by State Street as part

of the Data Access Services and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Customer shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Customer agrees that it will hold such Proprietary Information in the strictest confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Customer further acknowledges that State Street shall not be required to provide the Investment Advisor with access to the System unless it has first received from the Investment Advisor an undertaking with respect to State Street's Proprietary Information in the form of Attachment C to this Agreement. The Customer shall use all commercially reasonable efforts to assist State Street in identifying and preventing any unauthorized use, copying or disclosure of the Proprietary Information or any portions thereof or any of the logic, formats or designs contained therein.

b. COOPERATION. Without limitation of the foregoing, the Customer shall advise State Street immediately in the event the Customer learns or has reason to believe that any person to whom the Customer has given access to the Proprietary Information, or any portion thereof, has violated or intends to violate the terms of this Agreement, and the Customer will, at its expense, co-operate with State Street in seeking injunctive or other equitable relief in the name of the Customer or State Street against any such person.

c. INJUNCTIVE RELIEF. The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law. In addition, State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.

d. SURVIVAL. The provisions of this Section 4 shall survive the termination of this Agreement.

5. LIMITATION ON LIABILITY

a. LIMITATION ON AMOUNT AND TIME FOR BRINGING ACTION. The Customer agrees that any liability of State Street to the Customer or any third party arising out of State Street's provision of Data Access Services or the System under this Agreement shall be limited to the amount paid by the Customer for the preceding 24 months for such services. In no event shall State Street be liable to the Customer or any other party for any special, indirect, punitive or consequential damages even if advised of the possibility of such damages. No action, regardless of form, arising out of this Agreement may be brought by the Customer more than two years after the Customer has knowledge that the cause of action has arisen.

b. LIMITED WARRANTIES. NO OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY STATE STREET.

c. THIRD-PARTY DATA. Organizations from which State Street may obtain certain data included in the System or the Data Access Services are solely responsible for the contents of such data, and State Street shall have no liability for claims arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof.

d. REGULATORY REQUIREMENTS. As between State Street and the Customer, the Customer shall be solely responsible for the accuracy of any accounting statements or reports produced using the Data Access Services and the System and the conformity thereof with any requirements of law.

e. FORCE MAJEURE. Neither party shall be liable for any costs or damages due to delay or nonperformance under this Agreement arising out of any cause or event beyond such party's control, including without limitation, cessation of services hereunder or any damages resulting therefrom to the other party, or the Customer as a result of work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action, or communication disruption.

6. INDEMNIFICATION

The Customer agrees to indemnify and hold State Street harmless from any loss, damage or expense including reasonable attorney's fees, (a "loss") suffered by State Street arising from (i) the negligence or willful misconduct in the use by the Customer of the Data Access Services or the System, including any loss incurred by State Street resulting from a security breach at the Designated Location or committed by the Customer's employees or agents or the Investment Advisor and (ii) any loss resulting from incorrect Client Originated Electronic Financial Instructions. State Street shall be entitled to rely on the validity and authenticity of Client Originated Electronic Financial Instructions without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by State Street from time to time.

7. FEES

Fees and charges for the use of the System and the Data Access Services and related payment terms shall be as set forth in the Custody Fee Schedule in effect from time to time between the parties (the "Fee Schedule"). Any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Agreement, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street) shall be borne by the Customer. Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.

8. TRAINING, IMPLEMENTATION AND CONVERSION

a. TRAINING. State Street agrees to provide training, at a designated State Street training facility or at the Designated Location, to the Customer's personnel in connection with the use of the System on the Designated Configuration. The Customer agrees that it will set aside, during regular business hours or at other times agreed upon by both parties, sufficient time to enable all operators of the System and the Data Access Services, designated by the Customer, to receive the training offered by State Street pursuant to this Agreement.

b. INSTALLATION AND CONVERSION. State Street shall be responsible for the technical installation and conversion ("Installation and Conversion") of the Designated Configuration. The Customer shall have the following responsibilities in connection with Installation and Conversion of the System:

(i) The Customer shall be solely responsible for the timely acquisition and maintenance of the hardware and software that attach to the Designated Configuration in order to use the Data Access Services at the Designated Location.

(ii) State Street and the Customer each agree that they will assign qualified personnel to actively participate during the Installation and Conversion phase of the System implementation to enable both parties to perform their respective obligations under this Agreement.

9. SUPPORT

During the term of this Agreement, State Street agrees to provide the support services set out in Attachment D to this Agreement.

10. TERM OF AGREEMENT

a. TERM OF AGREEMENT. This Agreement shall become effective on the date of its execution by State Street and shall remain in full force and effect until terminated as herein provided.

b. TERMINATION OF AGREEMENT. Either party may terminate this Agreement (i) for any reason by giving the other party at least one-hundred and eighty days' prior written notice in the case of notice of termination by State Street to the Customer or thirty days' notice in the case of notice from the Customer to State Street of termination; or (ii) immediately for failure of the other party to comply with any material term and condition of the Agreement by giving the other party written notice of termination. In the event the Customer shall cease doing business, shall become subject to proceedings under the bankruptcy laws (other than a petition for reorganization or similar proceeding) or shall be adjudicated bankrupt, this Agreement and the rights granted hereunder shall, at the option of State Street, immediately terminate with notice to the Customer. This Agreement shall in any event terminate as to any Customer within 90 days after the termination of the Custodian Agreement applicable to such Customer.

c. TERMINATION OF THE RIGHT TO USE. Upon termination of this Agreement for any reason, any right to use the System and access to the Data Access Services shall terminate and the Customer shall immediately cease use of the System and the Data Access Services. Immediately upon termination of this Agreement for any reason, the Customer shall return to State Street all copies of documentation and other Proprietary Information in its possession; provided, however, that in the event that either party terminates this Agreement or the Custodian Agreement for any reason other than the Customer's breach, State Street shall provide the Data Access Services for a period of time and at a price to be agreed upon by the parties.

11. MISCELLANEOUS

a. ASSIGNMENT; SUCCESSORS. This Agreement and the rights and obligations of the Customer and State Street hereunder shall not be assigned by either party without the prior written consent of the other party, except that State Street may assign this Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controlled by, or under common control with State Street.

b. SURVIVAL. All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets shall survive the termination of this Agreement.

c. ENTIRE AGREEMENT. This Agreement and the attachments hereto constitute the entire understanding of the parties hereto with respect to the Data Access Services and the use of the System and supersedes any and all prior or contemporaneous representations or agreements, whether oral or written, between the parties as such may relate to the Data Access Services or the System, and cannot be modified or altered except in a writing duly executed by the parties. This Agreement is not intended to supersede or modify the duties and liabilities of the parties hereto under the Custodian Agreement or any other agreement between the parties hereto except to the extent that any such agreement specifically refers to the Data Access Services or the System. No single waiver of any right hereunder shall be deemed to be a continuing waiver.

d. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

e. GOVERNING LAW. This Agreement shall be interpreted and construed in accordance with the internal laws of The Commonwealth of Massachusetts without regard to the conflict of laws provisions thereof.

f. YEAR 2000. State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years, and if any changes are required, State Street will make the changes to its products

at no cost to the Customer and in a commercially reasonable time frame and will require third-party suppliers to do likewise.

Similarly, Customer will take reasonable steps to ensure that its electronic systems reflect the available state of the art technology and are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years, and if any changes are required, Customer will make the changes to its systems at no cost to State Street and in a commercially reasonable time frame.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of June ___, 1999.

STATE STREET BANK AND TRUST COMPANY

By:    /s/ Robert G. Novellaw
       -------------------------------------

Title: Vice President
       -------------------------------------

Date:
       -------------------------------------

VAN ECK FUNDS

By:    /s/ Thomas Elwood
       -------------------------------------

Title: Secretary
       -------------------------------------

Date:  June 16, 1999
       -------------------------------------

TRANSFER AGENT AGREEMENT

AGREEMENT, made as of the 1st day of January, 1989 by and between Van Eck Funds, a Massachusetts business trust having its principal office and place of business at 122 East 42nd Street, New York, New York (the "Trust"), and DST Systems, Inc., a Missouri corporation having its principal office and place of business at Kansas City, Missouri ("DST").

WHEREAS, the Trust's Master Trust Agreement, dated April 3, 1985, as the same may subsequently thereto have been, or subsequently hereto may be, amended, permits the Board of Trustees of the Trust to establish an unlimited number of series of shares of the Trust (each such series being referred to herein as a "Fund" and collectively as the "Funds"); and

WHEREAS, the Trust desires to appoint DST as the transfer, dividend disbursing and shareholders' servicing agent for each Fund as and when established, and DST desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.01 Subject to the conditions set forth in this Agreement, the Trust hereby employs, and appoints, DST to act as the transfer, dividend disbursing and shareholders' servicing agent for each Fund currently established, such appointment to be effective as of the date hereof.

1.02 DST hereby accepts such employment and appointment and agrees that
(a) on and after the effective date of its appointments hereunder it will act as the transfer, dividend disbursing and shareholders' servicing agent for each Fund of the Trust and (b) in so acting DST shall treat, and account for, each Fund as a separate entity. DST agrees that it will also act as agent in connection, and process transactions in accordance, with any exchange privilege, periodic investment plan, periodic withdrawal program or other accumulation, open-account or similar plans, programs or services currently utilized by the

Trust or the Trust's shareholders as set out in the prospectus(es). Consistent with the provisions of Section 8 hereof, DST will use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the prospectus(es) as amended from time to time, for the Trust provided DST is advised in advance by the Trust of any changes therein and the DST System, as hereinafter defined, as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the DST System requested by the Trust requires an enhancement or modification to the DST System: (i) DST shall not be liable therefore until such modification or enhancement is installed on the DST System; and (ii) such modification or enhancement shall be developed and implemented in accordance with Section 8 hereof. If any new, additional function or feature or change or improvement to existing functions or features or new service measurably increases DST's cost of performing the services required hereunder at the current level of service, DST shall advise the Trust of the amount of such increase and if the Fund elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs.

1.03 Subject to the fee and out-of-pocket expenses provisions set forth herein, DST agrees to provide, at its own expense, the necessary facilities, equipment and personnel to perform its duties and obligations hereunder.

1.04 DST agrees that it will perform all of the usual and ordinary services as transfer, dividend disbursing and shareholders' servicing agent for each Fund of the Trust, and as agent of the Trust for shareholder accounts of each Fund of the Trust, in a timely manner, including, but not limited to, issuing (including countersigning), transferring and cancelling share certificates, maintaining all shareholder accounts, providing transaction journals, preparing shareholder meeting lists, mailing proxies and proxy materials, receiving and tabulating proxies, certifying the shareholder votes in each Fund separately and for the Trust as a whole, mailing shareholder reports and prospectuses, withholding, as required by law, taxes on shareholder accounts, disbursing income dividends and capital gains distributions to

shareholders, preparing and filing U.S. Treasury Department Forms 1099, W2-P, 1042S and backup withholding as required for all shareholders, preparing and mailing confirmation forms to shareholders and dealers for all purchases and liquidations of shares of each Fund and other confirmable transactions in shareholders accounts, recording reinvestment of dividends and distributions in shares of each Fund, causing timely liquidation of shares, causing daily and monthly reports as outlined in Schedule A attached hereto to be received by the Trust promptly in respect of each Fund, maintaining those records necessary to carry out DST's duties hereunder, including all information reasonably required by the Trust and Van Eck Securities Corporation (the "Principal Underwriter") to account for all transactions in Fund shares, calculating the appropriate sales charge with respect to each purchase of Fund shares as set forth in the prospectus(es) for the Funds, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules delivered to DST by the Principal Underwriter from time to time, disbursing dealer commissions collected to such dealers bimonthly, determining the portion of each sales charge payable to the Principal Underwriter and disbursing such commissions to the Principal Underwriter bimonthly, accounting for all 12b-1 payments as applicable, receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, responding promptly to shareholder correspondence, processing, generally on the date of receipt, purchases or redemptions or instructions to settle any wire order purchases or redemptions received in proper order as set forth in the Prospectus, rejecting promptly any requests not received in proper order, causing exchanges of shares to be executed in accordance with the Trust's instructions and prospectus(es) and the general exchange privilege application, as they may be amended from time to time, mailing to dealers confirmations of wire order trades, mailing copies of shareholder statements and notices of dealer commissions to shareholders and registered representatives of dealers in accordance with the Trust's instructions. DST shall provide the Trust with the most recent copy of DST's Disaster and Recovery Procedures and Backup Policies. DST may make any alterations to such Procedures and Policies it deems reasonable to provide a satisfactory level of protection in accordance with standard practices in the industry and will promptly provide the Trust with copies of alterations in such Procedures and Policies as they occur from time to time as

soon as the same is announced. All services to be performed pursuant to this Agreement shall be performed separately for each Fund.

1.05 DST will provide the Trust, its investment adviser and manager, Van Eck Associates Corporation (the "Adviser"), and its Principal Underwriter with Trust data maintained by DST, reasonable access to data maintained on the System (except as provided in Section 5.04 hereof) and

i. is the ability to initiate data extract programs ZMU7331, ZMU332, ZMU333, ZMU707 and HDR851;

ii. the ability to have DST develop on-request data extract jobs where the contents of existing files are being sought on a regular basis within forty-five (45) days of the submission of a written request therefor; and

iii. upon request, within a reasonable time under the circumstances, will designate three (3) DST employees, at least one of whom will be available to the Trust during all business hours upon three (3) hours notice, who will have the ability to initiate on-request programs or procedures to provide to the Trust any information and documentation maintained by DST reasonably requested in order to permit the Trust, its investment adviser and Principal Underwriter to receive and process any data maintained by DST on behalf of the Trust received hereunder. In the event providing the technical support or programming measurably increases the cost of performance of DST under this Agreement for services not otherwise required under this Agreement, DST shall be entitled to bill the Trust, its investment adviser or its Principal Underwriter for the amount of such increase in DST's cost of performance hereunder.

1.06 To provide a depository for the funds to be received and disbursed by DST in connection with performance by DST of its duties hereunder, DST and the Trust will establish one or more special purpose deposit accounts with Investors Fiduciary Trust Company, a Missouri limited purpose trust company ("IFTC"), and IFTC will be appointed by each Fund as a clearing and paying agent thereof. DST will provide for the timely deposit of funds received by DST for each Fund in, and disbursement of funds from, such accounts in accordance with the instructions of the Trust. The Trust will arrange with its custodian, Citibank, N.A., for the timely transfer to the special purpose deposit accounts established pursuant to the preceding sentence of such funds as may be required for DST to discharge its duties under this Agreement, including without limitation, funding all redemptions and dividend payments in accordance with this Agreement.

2.01 For the facilities, equipment, and personnel to be provided, and the services to be rendered, by DST pursuant to Section 1, the Trust agrees to pay DST an annual maintenance fee with respect to each Fund as set out in Schedule B hereto, as amended from time to time to reflect the establishment or termination of a Fund or amendment of fees applicable thereto. Upon the appointment by the Board of Trustees of each new Fund of DST as transfer, dividend disbursing and shareholder service agent after the date hereof and prior to the commencement of operations by such Fund, the Trust shall give DST notice of such appointment and the Trust and DST shall promptly negotiate a fee schedule for such new Fund which schedule shall be added to Schedule B by written instrument signed by DST and the Trust.

2.02 The Trust also agrees promptly to reimburse DST for all reasonable out-of-pocket expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, envelopes, checks, drafts, continuous forms, specially requested reports and statements, telephone calls, telegraphs, stationary supplies, counsel fees, outside mailing firms (including Support Resources, Inc.), record storage and media for storage of records (e.g., microfilm, computer tapes), computer equipment installed at the Trust's premises and related telephone lines and NSCC transaction fees, if any are paid by DST. The Fund agrees to pay postage expenses one day in advance if so requested. In addition, any other expenses incurred by DST at the request or with the consent of the Trust will be promptly reimbursed by the Trust.

2.03 Amounts due hereunder shall be due and paid on or before the fifteenth (15th) business day after receipt of the statement therefore by the Trust (the "Due Date"). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 2.04, in the event that any amounts due hereunder are not received by DST by the Due Date, the Trust shall pay to DST a late charge equal to the lesser of the maximum amount permitted by applicable law or the product of that rate announced from time to time by the United Missouri Bank of Kansas City as its "Prime Rate," times the amount overdue, times the number of days from the Due Date up to and including the day on which payment is received by DST divided by 360. In the event the Trust disputes a payment, and DST refunds or credits all or a portion of any payment made, the Trust shall be entitled to interest on such refunded or credited payment calculated in accordance with the preceding sentence. The parties hereby agree that such late charge or interest represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge or interest shall in no event constitute a waiver of the Trust's or DST's default or prevent the non-defaulting party from exercising any other rights and remedies available to it.

2.04 In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for out-of-pocket expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifth (5th) business day after the day on which DST provides to the Trust documentation reasonably supporting the disputed charges.

2.05 At least ninety (90) days prior to the end of the initial three (3) year term or any subsequent annual term hereof, DST shall give the Trust written notice (the "Fee Increase Notice") if it desires to increase the fees or charges to the Trust provided for in Schedule B or change the manner of payment. If the Trust does not agree to the revised fees and charges or manner of payment, the Trust shall notify DST thereof in writing (the "Refusal Notice") within thirty
(30) days of receipt of DST's notice. If the parties are unable to agree to a rate or manner within the next thirty (30) days after DST's receipt of the Refusal Notice, this Agreement shall continue for an additional two hundred and seventy (270) days from the date on which the Trust received the Fee Increase Notice after which the Agreement shall terminate. Fees and charges shall be at the rate or manner in effect prior to the Fee Increase Notice for the first ninety (90) days and thereafter at the old rate adjusted for the increase in the Consumer Price Index, as provided for in Schedule B, for the next one hundred and eighty (180) days.

DST represents and warrants to the Trust that:

3.01 It is a corporation duly organized and existing and in good standing under the laws of the State of Missouri;

3.02 It is empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the services contemplated in this Agreement;

3.03 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; and

3.04 It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; and

3.05 It has obtained all federal and state regulatory approvals, authorizations and licenses required to perform its duties and obligations under

this Agreement and will keep current such approvals, authorizations and licenses.

The Trust represents and warrants to DST that:

4.01 It is a Massachusetts business trust duly organized under the laws of the State of Massachusetts;

4.02 It is, and at all times relevant hereto will continue to be, an open-end management investment company registered under the Investment Company Act of 1940;

4.03 A registration statement under the Securities Act of 1933 has been declared effective by the Securities and Exchange Commission and will remain effective at all times relevant hereto, and appropriate state securities laws filings will have been made and will continue to be made at all times relevant hereto, with respect to all shares of the Trust being offered for sale to the public; and

4.04 It is empowered under applicable laws and regulations and by its Master Trust Agreement and Bylaws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform under this Agreement.

5.01 DST shall at all times use reasonable care, due diligence and act in good faith in performing its duties under this Agreement. DST shall not be responsible for, and the Trust shall indemnify and hold DST harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability which may be asserted against DST or for which DST may be held to be liable, arising out of or attributable to:

(a) All actions of DST required to be taken by DST pursuant to this Agreement provided that DST has acted in good faith and with due diligence and reasonable care;

(b) The Trust's refusal or failure to comply with the terms of this Agreement, the Trust's negligence or willful misconduct, or the breach of any representation or warranty of the Trust hereunder;

(c) The good faith reliance on, or the carrying out of, any written or recorded oral instructions or requests of the Trust, the investment advisor therefore or the Principal Underwriter or DST's good faith reliance on, or use of, information, data, records and documents received from, or which have been prepared and/or maintained by the Trust, each Fund, the investment advisors therefore or the Principal Underwriter;

(d) Defaults by dealers or shareowners with respect to payment for share orders previously entered;

(e) The offer or sale of the Trust's shares in violation of any requirement under federal securities laws or regulations or the securities laws or regulations of any state or in violation of any stop order or other determination or ruling by any federal agency or state with respect to the offer or sale of such shares in such state (unless such violation results from DST's failure to comply with written instructions of the Trust or of any officer of the Trust that no offers or sales be made in or to residents of such state); and

(f) The Trust's errors and mistakes in the use of the DST computerized shareholder record keeping system (the "DST System"), the data center, computer and related equipment used to access the DST System (the "DST Facilities"), and control procedures relating thereto in the verification of output and in the remote input of data as provided for in Section 6.05 hereof.

5.02 DST shall indemnify and hold the Trust harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of DST's failure to comply with the terms of this Agreement or arising out of or attributable to DST's negligence or willful misconduct or breach of any representation or warranty of DST hereunder.

5.03 At any time DST may apply to any officer of the Trust for instructions, and may, with the prior consent of the Trust, consult with legal counsel for the Trust, the investment advisor of the Trust, or the Principal Underwriter, or with DST's own legal counsel, all at the expense of the Trust, with respect to any matter arising in connection with the services to be performed by DST under this Agreement and DST shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. DST shall be protected and indemnified in acting upon any paper or document reasonably believed by it to be genuine and to have been signed by the person or persons whom DST reasonably believes to have been authorized to represent the Trust and shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Trust. DST shall also be protected and indemnified in recognizing stock certificates which DST reasonably believes to bear the proper manual or facsimile signatures of the officers of the Trust, and proper counter signature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar.

5.04 In the event that either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, failure or damage of primary and secondary equipment or transmission facilities resulting from circumstances beyond the control of such party, or other causes reasonably beyond its control, such party shall not be liable for damages to the other resulting from such failure to perform, provided that each party shall in all cases fully cooperate with the other and take such measures as may be reasonably requested so as to enable the Trust to continue operations.

5.05 IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO ANYONE, INCLUDING, WITHOUT LIMITATION TO THE OTHER PARTY,

FOR CONSEQUENTIAL DAMAGES FOR ANY ACT OR FAILURE TO ACT UNDER ANY PROVISION OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

5.06 Each party shall promptly notify the other in writing of any situation which presents or appears to involve a claim which may be subject of indemnification hereunder and the indemnifying party shall have the option to defend against any such claim. In the event the indemnifying party so elects, it will notify the indemnified party and shall assume the defense of such claim, and the indemnified party shall cooperate fully with the indemnifying party, at the indemnifying party's expense, in the defense of such claim. Notwithstanding the foregoing, the indemnified party shall be entitled to participate in the defense of such claim at its own expense through counsel of its own choosing. Neither party shall confess any claim nor make any compromise in any action or proceeding in which the other party shall be named or for which indemnification may be sought under this Agreement without the other party's prior written consent.

6.01 The Trust agrees to promptly furnish to DST, and thereafter promptly provide to DST any amendments or additions to, the following:

(a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of DST and the execution and delivery of this Agreement.

(b) Certified copy of the Master Trust Agreement and Bylaws of the Trust and all amendments.

(c) Specimens of share certificates in the forms approved from time to time by the Trust's Board of Trustees with a certificate of the Secretary of the Trust as to such approval.

6.02 DST hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms, and facsimile signature imprinting devices, if any,

and for the preparation or use, and for keeping account of such certificates, forms and devices.

6.03 As required by Section 31 of the Investment Company Act of 1940 and Rules thereunder, DST agrees that all records maintained by DST relating to the services to be performed by DST under this Agreement are the property of the Trust and will be preserved and will be surrendered promptly to the Trust or made available for inspection by persons designated by the Trust on request.

6.04 DST and the Trust agree that all books, records, information and data pertaining to the business of the other party or relating to the design, structure or operation of the DST System which are exchanged or received or disclosed pursuant to the negotiation of and the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person without the written consent of the other. Upon termination of the Agreement, each party shall return to the other all such books, records and written information and data pertaining to the business of the other. DST shall notify the Trust of any request or demand to inspect the records of the Trust and will act upon the instructions of the Trust as to permitting or refusing such inspection, except where otherwise required by law.

6.05 The Trust acknowledges that: (a) the software programs, supporting documentation, or procedures relating to or making up the DST System ("DST Protected Information") are confidential and are proprietary to and a trade secret of DST; and (b) any unauthorized use, misuse, disclosure or taking of DST Protected Information residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable state law. The Trust will, and will cause its investment adviser and its Principal Underwriter to, advise each of their employees and agents who have access to any DST Protected Information or to any computer equipment capable of accessing DST Facilities of the foregoing.

6.06 The Trust hereby agrees that it, each Fund, its investment advisor, and the Principal Underwriter will use and employ DST's System and Facilities in accordance with the procedures set forth in the reference manuals delivered thereto, each of the foregoing shall utilize the control procedures set forth and described therein, and each of the foregoing shall verify promptly reports received through use of the DST System and Facilities. DST shall promptly deliver updates or revisions to such manuals. The provision of an update on "QUEST" shall constitute delivery thereof for purposes of this Agreement. The Trust shall not be liable for errors resulting from its failure to comply with any procedure until a copy of such procedure has been delivered as herein provided.

7.01 Subject to termination as hereinafter provided, this Agreement shall remain in force and effect for a period of three (3) years, the initial term of this Agreement. This Agreement shall automatically extend for additional, successive twelve (12) month terms upon the expiration of any term hereof, unless terminated as of the end of any term by either party on not less than one hundred twenty (120) days written notice to the other party. Each additional twelve (12) month period shall be an additional term of this Agreement.

7.02 This Agreement may be terminated by either party upon one hundred twenty (120) days written notice to the other.

7.03 If either of the parties hereto shall breach this Agreement or be in default in the performance of any of its duties and obligations hereunder the non-defaulting party may give written notice thereof to the defaulting party and if such default or breach shall not have been remedied within thirty (30) days after such written notice is given, then the party giving such written notice may terminate this Agreement at the end of such thirty (30) day period. Termination of this Agreement by one party by reason of default or breach of the other party shall not constitute a waiver by the terminating party of any other rights it might have under this Agreement against the other party, including without limitation rights with reference to services performed or not performed

prior to such terminating or rights of DST to be reimbursed for out-of-pocket expenditures or equipment or communication circuit termination fees, if any.

7.04 Upon termination of this Agreement DST shall, if requested by the Trust, provide reasonable assistance to the Trust, including transferring all Trust records to such entity as shall be designated by the Trust, in converting the Trust's records to whatever system or service selected by the Trust, and DST shall be entitled to reimbursement for providing such assistance at rates and fees not in excess of those rates and fees DST charges similar clients, similarly situated for similar services.

8.01 During the term of this Agreement DST will use on behalf of the Trust without additional cost all modifications, enhancements, or changes which DST may make to its shareholder/transfer agent processing system in the normal course of its business and which are applicable to functions and features offered by the Trust, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust agrees to pay DST promptly for modifications and improvements which are charged for separately at the rate provided for in DST's standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.

8.02 At the Trust's request, DST and the Trust will jointly determine the level of dedicated system resources required to meet the Trust's enhancement priorities. At the Trust's expense, DST agrees to use reasonable efforts to make dedicated programming support available for all projects requested by the Trust. The amount of the resources required and the project to which those resources are assigned shall be determined jointly based upon joint periodic review of project requirements. Such resources will be charged to the Trust at DST's standard rates and fees in effect at the time (such rates are currently $70,000

per year per person for dedicated systems persons and $50.00 per hour per person for nondedicated systems persons). Generally, all projects shall be limited to 320 manhours of programming resources to complete, and will conform to specific productivity and quality standards established for all such projects as DST completes on its own behalf. DST will, upon request, promptly provide the Trust, its investment adviser or Principal Underwriter a copy of such standards. If the cost to DST of operating the DST System is increased measurably by the addition of such Trust requested software, including, without limitation, any software developed under Section 8.02 and 8.03 hereof, DST shall be entitled to immediately increase its fees by the amount of the increase in cost.

8.03 In the event DST is unwilling or unable to start or complete an enhancement project requiring 320 manhours or less of programming resources to complete (the "Project"), DST will advise Van Eck of the cost of completion of the Project. Thereafter, if Van Eck desires to have the Project completed, DST will employ an outside vendor, working under DST's direction, to complete the Project, and Van Eck shall pay the DST estimated cost and DST shall pay the costs of the outside vendor in excess of DST's estimated cost. Major projects, that is those which are estimated by DST to require more than 320 hours of programming time to complete, will be undertaken only if they are part of DST's three (3) year system plan. Any software developed by the Trust shall be operated by the Trust on the Trust's own computers and will not be operated by DST or installed on DST's computers or added to the DST System.

8.04 DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Trust will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust in using or employing the DST System or DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust is given thirty (30) days prior notice to allow the Trust to change its procedures and DST provides the Trust with revised operating procedures and controls.

8.05 All enhancements, improvements, changes, modifications or new features added to the DST System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST Systems, Inc. Notwithstanding the foregoing, at the request of the Trust, all enhancements, improvements, modifications or new features added to the DST System developed at the expense of the Trust, may be subject to a period of exclusivity as mutually agreed to by the Trust and DST, which period may not exceed three (3) months.

9.01 DST and the Trust agree that, promptly upon the execution of this Agreement, each shall take all reasonable actions to enable DST to assume its duties as contemplated hereunder in a timely fashion.

9.02 Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the prior written consent of the other.

9.03 This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

9.04 A copy of the Master Trust Agreement, as amended, establishing the Trust is 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 officers of the Trust as officers 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 the Trust individually but are binding only upon the assets and property of the Trust.

9.05 It is understood and agreed that all services performed hereunder by DST shall be as an independent contractor and not as an employee of the Trust or any Fund. This Agreement is between DST and the Trust and neither this Agreement nor the performance of services under it shall create any rights in any third parties. There are no third party beneficiaries hereto.

9.06 To the extent that any provision herein is inconsistent with or in violation of any applicable law, rule or regulation, that provision shall be deemed modified so as to comply with such law, rule or regulation, and shall not otherwise affect any other provisions of this Agreement. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining provisions of this Agreement or effecting the validity or enforceability of that term or any of the provisions of this Agreement in any other jurisdiction.

9.07 The failure of either party to insist upon the performance of any terms or conditions of this Agreement or to enforce any rights resulting from any breach of any of the terms or conditions of this Agreement, including the payment of damages, shall not be construed as a continuing or permanent waiver of any such terms, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

9.08 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

9.09 The representations and warranties contained herein shall survive the execution and the representations and warranties contained herein and the provisions of Section 5 hereof shall survive the termination of the Agreement and the performance of services hereunder.

9.10 The validity, construction and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, excluding that body of law applicable to choice of law.

9.11 This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written, and this Agreement may not be modified except by written instrument executed by both parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their duly authorized officers, as of the day and year first above written.

VAN ECK FUNDS

                                         By: /s/ John C. van Eck
                                            -----------------------------
                                         Title:   President
                                               --------------------------

ATTEST:

/s/ Thaddeus Leszczynski
-----------------------------
          Secretary

DST SYSTEMS, INC.

                                         By: /s/ Thomas A. McCullough
                                            -----------------------------
                                         Title: Exec VP
                                            -----------------------------


ATTEST:

/s/ Jules Mozkowitz
-----------------------------
        Secretary

SUPPLEMENTAL AGREEMENT

In consideration of the execution and delivery of the foregoing Transfer Agent Agreement, Investors Fiduciary Trust Company, a Missouri limited purpose trust company ("IFTC"), hereby agrees to accept, and confirms its prior, appointment and to act as successor trustee of, or custodian for, the retirement plans described in the prospectus(es) of the Trust (copies of which retirement plans have heretofore been provided to IFTC) and in connection therewith to execute and deliver all such documents or instruments as shall be necessary to effect such appointments.

Dated as of the 1st day of January, 1989.

INVESTORS FIDUCIARY TRUST COMPANY

                                    By:  /s/ Larry W. Ponce
                                       -----------------------------------
                                    Title:      President
                                          --------------------------------

ATTEST:

/s/ Cheryl Naegler
-----------------------------
  Asst. Secretary

SCHEDULE A

Reports Produced:

A. Daily Fund Reports

1. Daily Recap & Share Control Sheet (shares)
2. Daily Recap & Share Control Sheet (cash amount)
3. Daily Distribution of Cash Sheet

B. Daily Wire Order Activity Reports

1. Daily Batch Balance
2. Daily Confirmed Deletion Report
3. Master Activity Report
4. Daily Confirmed Unpaid Purchase Journal
5. Daily Confirmed Paid Purchase Journal
6. Fail/Free Balance Listing - Trade Date Sequence
7. Paid/Free Balance Listing - Alpha Code Sequence
8. Delinquent Trades Listing
9. Daily Fail File Extensions
10. Order Processing Billing Report
11. Extended Daily W/O Transaction Error Listing
12 Daily Confirmed Redemption Journal
13. Daily Confirmed As-Of Trades Report
14. Order Processing LOI Adjustment Up Journal
15. Order Processing Adjustment Down Journal
16. Order Processing LOI Adjustment Rebate Purchase
17. Order Processing LOI Adjustment Down Journal
18. Order Processing Paid Orders Over/Under
19. Order Processing Client Orders

C. Additional Activity Reports

1. Direct Payment Journals
2. Confirmed Payments W/Transfer Instruction Journal
3. Dividend Share Adjustment Journal
4. Issue From Free File Journal
5. Purchase Cancellation Journal
6. Direct Redemption Journal
7. Dividend Cash Adjustment Journal
8. Confirmed Redemption Journal
9. Redemption Cancellation Journal
10. Exchange Redemption Journal
11. Exchange Purchase Journal
12. Certificate Deposit Journal
13. Certificate Withdrawal Journal
14. Transfer (debit/minus) Journal
15. Transfer (credit/add) Journal
16. Confirmed Payments, Without Transfer Journal

SCHEDULE A

REPORTS PRODUCED

17. Keogh Fee Redemption Journal
18. Fiduciary Contribution Journal
19. Wire Instruction Report for Expedited Redemptions
20. Checkwriting Redemption Journal
21. CRT Operator Statistics
22. Staff Operator Statistics
23. Same Day EXR Morning Report
24. LOI Records Added
25. Transaction Processing Log
26. Group Relation Update
27. LOI Update Errors
28. 5% Group Report
29. Daily As-Of Report
30. Monthly Fund Balance Report
31. Transfer Journal - Record Date
32. Listing of Same Day Wire Redemption Exceptions

D. Summary Reports

1. Equalization Report
2. Fund Share Balance Listing
3. Net Share Change to Fund
4. Fail/Free Balance Listing - Order Sequence
5. Exchange Distribution Report
6. Daily Capital Balance
7. Daily Capital Balance - Short & Long

E. Month End Profile Reports

1. Social Code Report
2. Shareowner Residence Report
3. Distribution of Shares Report
4. Account Summary Report

F. Blue Sky Report

1. State Sales Report
2 State Warning Report
3. New State Report
4. Monthly State Sales
5. Monthly Warning
6. Daily State Maintenance Report
7. Daily Permit Maintenance Report
8. Monthly Sales Trend Report
9. Monthly State Master Ledger
10 Monthly Sales Report - New Sales
11. Quarterly Sales Report
12. Registration Sales Report

SCHEDULE A

REPORTS PRODUCED

13. Dividend Sales Report
14. Dividend Status Report
15. Dividend Warning Report

G. Daily LOI Activity Reports

1. LOI Deletion Report
2. LOI Deletion Errors
3. LOI Master Maintenance Report
4. LOI History Maintenance Report
5. LOI Recalculation Report
6. LOI Recalculation Errors
7. LOI Rebilling Report
8. LOI Miscellaneous Unapplied Trades Reports
9. LOI Discount Discrepancies Report
10. LOI Activity Report
11. LOI Activity Errors
12. LOI Billing Report
13. LOI Audit Errors
14. LOI Daily File Statistics

H. Miscellaneous

1. Monthly SEC Sales Reports: R356, R357 and R400
2. Monthly Summary Transfer Journals: R470
3. Daily "Dividend On" and "Dividend Off" Journals on Microfiche
4. 12b-1 Report quarterly--Subject to the Established Charge
5. Daily NSCC Reports
6. Monthly Dealer Ranking Report
7. MU100 Daily
8. Daily Redemption Check Register
9. Daily Sales and Redemption Summary
10. Daily Confirmed Purchase Journal
11. As requested, Shareholder Data Extract: ZMU331
12. As requested, Dealer Data Extract: ZMU332
13. As requested, Transaction Data Extract: ZMU333
14. As requested, Data Extract: ZMU707
15. As requested, Transaction Description Report: H851

SCHEDULE B

TO TRANSFER AGENT AGREEMENT
DATED AS OF JANUARY 1, 1989

FEES AND EXPENSES

The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the month in which an account is purged from the DST System after the time required by regulatory agencies (currently June 30 of the year following the year in which the account was closed), unless the closed account is retained on the system at the request of the Trust or its investment adviser or Principal Underwriter or as a result of the Trust's failure to timely confirm to DST the purge schedule supplied to it by DST. DST shall supply such purge schedule no less than five (5) business days prior to the proposed purge day.

These charges will be billed monthly after the end of the month for which the fee is charged at the rate of 1/12 of the applicable fee. DST will bill the Trust separately for fees, disbursements and expenses payable in respect of each Fund pursuant to the Transfer Agent Agreement at the end of each month and the Trust shall cause each such fund to remit such fees to DST promptly on receipt of DST's invoice but in any event on or before the Due Date.

In the event of termination of the Transfer Agent Agreement or any Fund, fees payable to DST shall be prorated through the effective date of such termination.

Effective immediately upon the expiration of the initial term hereof on December 31, 1991, the fees and charges set forth in this Schedule B shall increase annually upon each first day of January of each year over the fees and charges during the prior twelve (12) months in an amount equal to the annual percentage of change in the Consumer Price Index in the Kansas City, Missouri-Kansas-Standard Metropolitan Statistical Area as last reported by the U.S. Bureau of Labor Statistics.

Additionally, DST may increase the foregoing fees in the following circumstances:

(i) for any Fund introduced by the Trust (whether new or currently in existence) which Fund seeks to offer, utilize or require fund features that are not consistent with the Trust's current processing requirements; or

(ii) if changes in existing laws, rules or regulations: (a) require substantial system modifications or (b) measurably increase cost of performance hereunder.

In the event of (i) or (ii), the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature or the amount of the cost of compliance with regulatory changes.

      *     Daily Accrual Fees

             - Monthly Distribution (U.S. Government            $8.04
               Money Market)
             - Non-monthly Distribution                         $8.04

      *     - Non-daily Accrual Funds

            - Monthly Distribution (World Income)               $7.50
            - Non-monthly Distribution                          $7.50
              (World Trends, Gold/Resources)

      *     Closed Accounts                                     $2.04

      *     Investor Level Processing
            - Investor Record                                   $1.80
            - Non-Mutual Fund Index                             $1.80
            - Non-Mutual Fund Transaction                       $0.24

Transaction Fees
----------------

      *     Omnibus Accounts                                    $2.50

            - For every transaction over 750 (per fund)
              except fund 44 which is 1000 (per fund)

      *      12b-1 Per Account (one payment per                 $0.60
                     quarter- payable 15(cent) per quarter)

As of Adjustments will be settled on a monthly basis per the "As Of Agreement" by and between the parties.

      *     Daily Accrual Fees

             - Monthly Distribution (U.S. Government            $8.64
              Money Market)
            - Non-monthly Distribution                          $8.64

      *     - Non-daily Accrual Funds

            - Monthly Distribution (World Income)               $8.04
            - Non-monthly Distribution                          $8.04
              (World Trends, Gold/Resources)

      *     Closed Accounts                                     $2.04

      *     Investor Level Processing
            - Investor Record                                   $1.80
            - Non-Mutual Fund Index                             $1.80
            - Non-Mutual Fund Transaction                       $0.24

Transaction Fees
----------------

      *     Omnibus Accounts                                    $2.62

            - For every transaction over 750 (per fund)
              except fund 44 which is 1000 (per fund)

      *      12b-1 Per Account (one payment per                 $0.60
                     quarter- payable 15(cent) per quarter)

As Of Adjustments will be settled on a monthly basis per the "As Of Agreement" by and between the parties.

      *     Daily Accrual Fees

             - Monthly Distribution (U.S. Government            $9.24
              Money Market)
            - Non-monthly Distribution                          $9.24

      *     - Non-daily Accrual Funds

            - Monthly Distribution (World Income)               $8.62
            - Non-monthly Distribution                          $8.62
              (World Trends, Gold/Resources)

      *     Closed Accounts                                     $2.04

      *     Investor Level Processing
            - Investor Record                                   $1.80
            - Non-Mutual Fund Index                             $1.80
            - Non-Mutual Fund Transaction                       $0.24

Transaction Fees
----------------

      *     Omnibus Accounts                                    $2.74

            - For every transaction over 750 (per fund)
              except fund 44 which is 1000 (per fund)

      *      12b-1 Per Account (one payment per                 $0.60
                     quarter- payable 15(cent) per quarter)

As Of Adjustments will be settled on a monthly basis per the "As Of Agreement" by and between the, parties.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the persons whose name appears below hereby nominates, constitutes and appoints Patricia A. Maxey and Bruce J. Smith (with full power to each of them to act alone) his or her true and lawful attorney-in-fact and agent, for him or her and on his or her behalf and in his or her place and stead in any way and all capacities, to make, execute and sign all amendments and supplements to the Registration Statement on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 of Van Eck Funds (the "Fund"), and to file the same with the Securities and Exchange Commission, and any other regulatory authority having jurisdiction over the offer and sale of shares of common stock of the Fund, and any and all exhibits and other documents requisite in connection therewith, granting unto said attorneys and each of them, full power and authority to perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as each of the undersigned Trustees himself or herself might or could do.

IN WITNESS WHEREOF, the undersigned Trustees have hereunto set their hands this 27th day of April, 2004:

/s/ Richard C. Cowell                         /s/ David J. Olderman
----------------------------                  ----------------------------------
Richard C. Cowell                             David J. Olderman
Trustee                                       Trustee


/s/ Ralph F. Peters                           /s/ Richard D. Stamberger
----------------------------                  ----------------------------------
Ralph F. Peters                               Richard D. Stamberger
Trustee                                       Trustee


/s/ Jan F. van Eck                            /s/ Derek S. van Eck
----------------------------                  ----------------------------------
Jan F. van Eck                                Derek S. van Eck
Trustee                                       Trustee

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
(Class C Shares)

WHEREAS, VAN ECK FUNDS, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter called the "Trust"), is engaged in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act");

WHEREAS, the Trust is authorized to issue shares of beneficial interest, in separate series, with each such series representing the interests in a separate portfolio of securities and other assets (any series, currently existing or hereafter established by the Trust offering two or more classes of its shares adopting this plan, as set forth in Exhibit A hereto as it may be amended from time to time, being referred to hereafter, individually or collectively as the context may require, as "Series");

WHEREAS, shares of beneficial interest of Series of the Trust may be divided into two or more classes;

WHEREAS, the class of shares of a Series offered to the public which may be subject to a redemption fee ("Redemption Fee") on the terms and conditions set forth in the Trust's then-current prospectus and statement of additional information shall be designated as Class C shares (the "Shares");

WHEREAS, Van Eck Securities Corporation (the "Underwriter") serves as principal underwriter of Shares of each Series, pursuant to a written agreement;

WHEREAS, the Trust hereby intends to act as a distributor of Shares in accordance with Rule 12b-1 under the Act, as it may from time to time be amended ("Rule 12b-1") and desires to adopt a Plan of Distribution pursuant to such Rule on the terms and conditions as hereinafter set forth, in respect of the Shares (the "Plan");

WHEREAS, the Trustees as a whole, and the Trustees who are not "interested persons" of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of the Plan and any agreements relating to it (the "Qualified Trustees"), having determined, in the exercise of their reasonable business judgment and in light of their fiduciary duties under state law and under Sections 36(a) and (b) of the Act, that there is a seasonable likelihood that the Plan will benefit the Series and the holders of the Shares of such Series, have approved the Plan by vote cast in person at a meeting called for the purpose of voting on the Plan and agreements related thereto; and

WHEREAS, Van Eck Associates Corporation, as the sole shareholder of the Shares of the Series, has approved the Plan.

NOW, THEREFORE, the Trust hereby adopts the Plan in accordance with Rule 12b-1:

Section 1. DISTRIBUTION ACTIVITIES

Subject to the supervision of the Trustees, the Trust or the Underwriter on behalf of the Trust for the compensation set forth herein may, directly or indirectly, engage in any activities primarily intended to result in the sale of Shares, which activities may include, but are not limited to, one or more of the following: (1) advancing commissions to securities dealers in respect of sales of Shares ("Advanced Commissions"); (2) making payments to securities dealers and others engaged in the sale of Shares, including making payments of fees to the broker of record for servicing shareholder accounts ("Maintenance Fees");
(3) paying compensation to and expenses of personnel (including personnel of the Underwriter and organizations with which the Trust or the Underwriter has entered into agreements pursuant to this Plan) who engage in or support distribution of Shares or who render shareholder support services, including but not limited to, office space and equipment, telephone facilities and expenses, answering routine inquiries regarding the Trust, processing shareholder

transactions and providing such other shareholder services, other than those provided by the transfer agent and other agents of the Trust, as the Trust may reasonably request; (4) formulating and implementing marketing and promotional activities, including but not limited to direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (5) preparing; printing and distributing sales literature; (6) preparing, printing and distributing prospectuses of the Trust and reports for recipients other than existing shareholders of the Trust; (7) obtaining such information, analyses and reports with respect to marketing and promotional activities as the Trust may, from time to time, deem advisable and; (8) paying, or reimbursing the Underwriter for, interest on unrecouped Carry Forward Commissions (as hereafter defined) at the rate paid by the Underwriter, or, if such amounts are funded by the Underwriter, or an affiliate, at the Broker Call Loan Rate as reported in the Wall Street Journal, as such rates may vary from day to day. The Underwriter on behalf of the Trust is authorized to engage in the activities listed above, and in any other activities primarily intended to result in the sale of Shares, either directly or through other persons with which the Trust or the Underwriter has entered into agreements pursuant to the Plan (all such activities hereafter "Distribution Activities"). The Underwriter is not obligated to perform all of the Distribution Activities enumerated above or maintain any level of services or expenditures, but shall in its sole discretion determine which Distribution Activities to engage in and the resources to be committed to such activities.

Section 2. FEES, MAXIMUM EXPENDITURES

(a) PAYMENT FOR DISTRIBUTION ACTIVITIES - The Trust is authorized to make payments for the Distribution Activities performed under the Plan, either directly or to the Underwriter, a fee at the annual rate set forth in Exhibit A ("Annual Fee"). Such Series shall calculate daily amounts payable by it in respect of Shares hereunder and shall pay such amounts monthly or at such other intervals as the Trustees may determine and as set forth in the Series then-current prospectus and statement of additional information. In the event the Plan is terminated, the Underwriter shall be entitled to recoup amounts expended on Distribution Activities on behalf of the Series in excess of the Annual Fees, Redemption Fee, if any, and any other compensation received in connection with the distribution of the Shares ("Unrecouped Amounts"). The payment of post-termination Unrecouped Amounts and any payments made under any successor plan in the case of a Series shall not exceed, on an annual basis, the Annual Fee ("Annual Limitation"). Unrecouped Amounts payable under the Plan that are not paid because they exceed the Annual Fee ("Carry Forward Amounts") shall be carried forward by a Series and shall be paid within the Annual Limitation in accordance with this Plan. Carry Forward Amounts attributable to commissions advanced by, or on behalf of, the Underwriter in respect of Shares pursuant to
Section 1(1) hereof are "Carry Forward Commissions."

(b) APPLICATION OF PROCEEDS - The excess of amounts received by the Underwriter under Section 2(a) hereof over amounts paid by it as Maintenance Fees to third parties which are not "affiliated persons" (as defined in the Act) of the Trust and the proceeds received by the Underwriter from Redemption Fee payments, if any, shall be applied first toward interest on Unreimbursed Carry Forward Commissions, then to reduce any unreimbursed Carry Forward Commissions and then to reduce the costs incurred by the Underwriter in performing Distribution Activities.

(c) Any unreimbursed Carry Forward Amounts under Section 2(a) attributable to a fiscal year of a Series shall be paid by the Trust in respect of Shares in a subsequent year within the limitations set forth herein. Expenditures made by one class under the Plan may not be used to subsidize the sale of shares of another class of a Series.

(d) PAYMENTS IN EXCESS OF ANNUAL LIMITATION. - In the event a Series makes advance payments directly for Distribution Activities which, at the time of payment, are at the Annual Fee, but which payments, less any Redemption Fee payments, subsequently exceed, on an annualized basis, the Annual Fee rate, then

the Underwriter shall reimburse the Series for any such excess at no less frequent intervals than the Series is obligated to make periodic payments under the Plan. If the Underwriter reimbursed a Series for excess payments during one period because payments exceeded, on an annual basis, the Annual Fee, and payments in any subsequent period are less, on an annual basis, than the Annual Fee, then the Underwriter shall be entitled to recoup previously reimbursed amounts up to, on an annual basis, the Annual Fee.

Section 3. TERM AND TERMINATION

(a) SERIES. The Plan shall become effective on June 2, 1997 with respect to the Series listed in Schedule A hereto.

(b) ADDITIONAL SERIES. As additional Series other than the Initial Series are established, the Plan shall become effective with respect to each such Series listed in Exhibit A at the Annual Fee set forth in such Exhibit upon the initial public offering of such new Series, provided that the Plan has previously been approved for continuation, together with any related agreements, by votes of a majority of both (a) the Trustees of the Trust and (b) the Qualified Trustees of the Trust, cast in person at a meeting held before the initial public offering of such new Series and called for the purpose of voting on such approval.

(c) CONTINUATION OF THE PLAN. The Plan and any related agreements shall continue in effect with respect to a Series for so long as such continuance is specifically approved at least annually by votes of a majority of both (a) the Trustees of the Trust and (b) the Qualified Trustees, cast in person at a meeting called for the purpose of voting on this Plan and any related agreements.

(d) TERMINATION OF THE PLAN. The Plan may be terminated at any time with respect to any Series by vote of a majority of the Qualified Trustees of the Trust, or by vote of a majority of the outstanding Shares of that Series. The Underwriter shall not be entitled to payments or reimbursement in respect of costs incurred in performing Distribution Activities which occur after termination of the Plan. However, the Underwriter shall be entitled to reimbursement of all Carry Forward Amounts and other costs properly incurred in respect of Shares prior to termination, and the Trust shall continue to make any required payments to the Underwriter pursuant to Section 2 subject to the Annual Limitation until such time as all such amounts have been reimbursed. The Redemption Fees, if any, paid or payable with respect to Shares purchased before the termination of the Plan that are redeemed or repurchased by the Trust subsequent to termination of the Plan shall be used to reduce Carry Forward Amounts. The Plan may remain in effect with respect to a Series even if it has been terminated in accordance with this Section 3(d) with respect to one or more other Series.

Section 4. AMENDMENTS

The Plan may not be amended to increase materially the amount of distribution expenditures provided for in Section 2 hereof unless such amendment is approved by a vote of the majority of the outstanding voting securities of each of the affected classes of a Series and no material amendment to the Plan shall be made unless approved in the manner provided for annual continuation in
Section 3(c) hereof.

Section 5. INDEPENDENT TRUSTEES

While the Plan is in effect, the selection and nomination of Trustees who are not interested persons (as defined in the Act) of the Trust shall be committed to the discretion of the Trustees who are not interested persons.

Section 6. QUARTERLY REPORTS; ANNUAL REPORTS

The Treasurer of the Trust shall provide to the Trustees and the Trustees shall review, at least quarterly, a written report of the amounts expended for Distribution Activities and the purpose for which such expenditures were made. The Treasurer shall review, at least annually the revenues received and expenses incurred by the Underwriter pursuant to the Plan.

Section 7. RECORDKEEPING

The Trust shall preserve copies of the Plan and any related agreements and all reports made pursuant to Section 6 hereof, for a period of not less than six years from the date of the Plan, or the agreements and such report, as the case may be, the first two years in an easily accessible place.

Section 8. LIMITATION OF LIABILITY

The term "Van Eck Funds" means and refers to the Trustees from time to time serving under the Amended and Restated Master Trust Agreement dated February 6, 1992, as the same may subsequently thereto have been, or subsequently hereto may be, amended. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the assets and property of the Trust, as provided in the Amended and Restated Master Trust Agreement of the Trust. The execution and delivery of the Plan have been authorized by the Trustees of the Trust and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Trust as provided in its Amended and Restated Master Trust Agreement.

IN WITNESS WHEREOF, the Trust has executed this Plan of Distribution on the day and year set forth below in New York, New York.

Date: June 2, 1997

VAN ECK FUNDS

                                                          /s/ John C. van Eck
                                                          ----------------------
                                                          President

ATTEST:

/s/ Thaddeus Leszczynski
-------------------------
Secretary

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

WHEREAS, VAN ECK FUNDS, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter called the "Trust"), is engaged in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act");

WHEREAS, the Trust is authorized to issue shares of beneficial interest, in separate series, with each such series representing the interests in a separate portfolio of securities and other assets (any series, currently existing or hereafter established by the Trust offering two or more classes of its shares adopting this plan, as set forth in Exhibit A hereto as it may be amended from time to time, being referred to hereafter, individually or collectively as the context may require, as "Series");

WHEREAS, shares of beneficial interest of Series of the Trust may be divided into two or more classes;

WHEREAS, the class of shares of a Series offered to the public at net asset value plus a sales charge equal to a specified percentage of the public offering price on the terms and conditions set forth in the Trust's then-current prospectus shall be designated as Class A shares (the "Shares");

WHEREAS, Van Eck Securities Corporation (the "Underwriter") serves as principal underwriter of Shares of each Series pursuant to a written agreement;

WHEREAS, the Trust hereby intends to act as a distributor of Shares in accordance with Rule 12b-1 under the Act, as it may from time to time be amended ("Rule 12b-1"), and desires to adopt a Plan of Distribution pursuant to such Rule on the terms and conditions as hereinafter set forth, in respect of the Shares (the "Plan");

WHEREAS, the Trustees as a whole, and the Trustees who are not "interested persons" of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of the Plan and any agreements relating to it (the "Qualified Trustees"), having determined, in the exercise of their reasonable business judgment and in light of their fiduciary duties under state law and under Sections 36(a) and (b) of the Act, that there is a reasonable likelihood that the Plan will benefit the Series and the holders of the Shares of such Series, have approved the Plan by vote cast in person at a meeting called for the purpose of voting on the Plan and agreements related thereto; and

WHEREAS, the shareholder of the Shares of the Series, has approved the Plan.

NOW, THEREFORE, International Investors Gold Fund hereby adopts the Plan in accordance with Rule 12b-1:

Subject to the supervision of the Trustees, the Trust or the Underwriter on behalf of the Trust for the compensation set forth herein may, directly or indirectly, engage in any activities primarily intended to result in the sale of Shares, which activities may include, but are not limited to, one or more of the following: (1) making payments to securities dealers and others engaged in the sale of Shares, including making payments of fees to the broker of record for servicing shareholder accounts ("Maintenance Fees"); (2) paying compensation to and expenses of personnel (including personnel of the Underwriter and organizations with which the Trust or the Underwriter has entered into agreements pursuant to this Plan) who engage in or support distribution of Shares or who render shareholder support services, including but not limited to, office space and equipment, telephone facilities and expenses, answering routine inquiries regarding the Trust, processing shareholder transactions and providing such other shareholder services, other than those provided by the transfer agent and other agents of the Trust, as the Trust may reasonably request; (3) formulating and implementing marketing and promotional activities, including but not limited to direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (4) preparing, printing and distributing sales literature; (5) preparing, printing and distributing prospectuses of the Trust and reports for recipients other than

existing shareholders of the Trust; and (6) obtaining such information, analyses and reports with respect to marketing and promotional activities as the Trust may, from time to time, deem advisable. The Underwriter on behalf of the Trust is authorized to engage in the activities listed above, and in any other activities primarily intended to result in the sale of Shares, either directly or through other persons with which the Trust or the Underwriter has entered into agreements pursuant to the Plan (all such activities hereafter "Distribution Activities"). The Underwriter is not obligated to perform all of the Distribution Activities enumerated above or maintain any level of services or expenditures, but shall in its sole discretion determine which Distribution Activities to engage in and the resources to be committed to such activities.

(a) PAYMENT FOR DISTRIBUTION ACTIVITIES - The Trust is authorized to pay the Underwriter for the Distribution Activities performed under the Plan, a fee at the annual rate set forth in Exhibit A ("Annual Fee"). Such Series shall calculate daily amounts payable by it in respect of Shares hereunder and shall pay such amounts monthly or at such other intervals as the Trustees may determine.

APPLICATION OF PROCEEDS - The excess of amounts received by the Underwriter under Section 2(a) hereof over amounts paid by it as Maintenance Fees to third parties which are not "affiliated persons" (as defined in the Act) of the Trust shall be applied toward reducing the Unrecouped Amounts.

(c) Any Unrecouped Carry Forward Amounts under Section 2(a) attributable to a fiscal year of a Series shall be paid by the Trust in respect of Shares in a subsequent year within the limitations set forth herein. Expenditures made by one class under the Plan may not be used to subsidize the sale of shares of another class of a Series.

(a) SERIES: The Plan shall become effective on May 1, 1999 with respect to the Series listed in Schedule A hereto.

(b) ADDITIONAL SERIES. As additional Series are established, the Plan shall become effective with respect to each such Series listed in Exhibit A at the Annual Fee set forth in such Exhibit upon the initial public offering of such new Series, provided that the Plan has previously been approved for continuation, together with any related agreements, by votes of a majority of both (a) the Trustees of the Trust and (b) the Qualified Trustees of the Trust, cast in person at a meeting held before the initial public offering of such new Series and called for the purpose of voting on such approval.

(c) CONTINUATION OF THE PLAN. The Plan and any related agreements shall continue in effect with respect to a Series for so long as such continuance is specifically approved at least annually by votes of a majority of both (a) the Trustees of the Trust and (b) the Qualified Trustees, cast in person at a meeting called for the purpose of voting on this Plan and any related agreements.

(d) TERMINATION OF THE PLAN. The Plan may be terminated at any time with respect to any Series by vote of a majority of the Qualified Trustees of the Trust, or by vote of a majority of the outstanding Shares of that Series. The Underwriter shall not be entitled to payments or reimbursement in respect of costs incurred in performing Distribution Activities which occur after termination of the Plan. However, the Underwriter shall be entitled to reimbursement of all Unrecouped Amounts and other costs properly incurred in respect of Shares prior to termination, and the Trust shall continue to make any required payments to the Underwriter pursuant to Section 2 subject to the Annual Limitation until such time as all such amounts have been reimbursed. The Plan may remain in effect with respect to a Series even if it has been terminated in accordance with this Section 3(d) with respect to one or more other Series.

The Plan may not be amended to increase materially the amount of distribution expenditures provided for in Section 2 hereof unless such amendment is approved by a vote of the majority of the outstanding voting securities of

each of the affected classes of a Series and no material amendment to the Plan shall be made unless approved in the manner provided for annual continuation in
Section 3(c) hereof.

While the Plan is in effect, the selection and nomination of Trustees who are not interested persons (as defined in the Act) of the Trust shall be committed to the discretion of the Trustees who are not interested persons.

The Treasurer of the Trust shall provide to the Trustees and the Trustees shall review, at least quarterly, a written report of the amounts expended for Distribution Activities and the purpose for which such expenditures were made. The Treasurer shall review, at least annually the revenues received and expenses incurred by the Underwriter pursuant to the Plan.

The Trust shall preserve copies of the Plan and any related agreements and all reports made pursuant to Section 6 hereof, for a period of not less than six years from the date of the Plan, or the agreements and such report, as the case may be, the first two years in an easily accessible place.

The term "Van Eck Funds" means and refers to the Trustees from time to time serving under the Amended and Restated Master Trust Agreement dated February 6, 1992, as the same may subsequently thereto have been, or subsequently hereto may be, amended. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the assets and property of the Trust, as provided in the Amended and Restated Master Trust Agreement of the Trust. The execution and delivery of the Plan have been authorized by the Trustees of the Trust and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Trust as provided in its Amended and Restated Master Trust Agreement.

IN WITNESS WHEREOF, the Trust has executed this Plan of Distribution on the day and year set forth below in New York, New York.

Date: May 1, 1999

VAN ECK FUNDS

                                  /s/ John C. van Eck
                                  ----------------------------------------
                                  President


ATTEST:

/s/ Thomas Elwood
---------------------------------
Secretary

VAN ECK FUNDS
PLAN OF DISTRIBUTION PURSUANT TO RULE
12b-1 (CLASS A)

EXHIBIT A

Name of Series Maximum 12b-1 Fees/Annual Limitation

(Annually as a % of average daily net assets)

International Investors Gold Fund-Class A .25%