(Form of)
FUND EXPENSE AGREEMENT
Agreement dated , 1997.
WHEREAS, Vontobel Funds, Inc. (the "Fund") is a registered
investment company which is obligated to pay from its assets the
just and proper debts of the Fund, and
WHEREAS, Commonwealth Shareholder Services, Inc. ("CSS")
serves as Administrator for the Fund, and
WHEREAS, as Administrator for the Fund, CSS is charged with
arranging for the payment by the Fund of the Fund's just and proper
debts, and
WHEREAS, the Fund and CSS wish to provide for the efficient
and economical payment of the debts of the Fund, and
WHEREAS, the Fund and CSS wish to revise the procedures for
the lawful and efficient payment of the Fund's debts,
NOW THEREFORE, in furtherance of the Administrative Agreements
currently in effect between the Fund and CSS, the Fund and CSS, for
good and valid consideration, and intending to be legally bound,
have entered into this Agreement (the "Agreement") that:
1. CSS shall arrange for the payment on behalf of the Fund of the
debts of the Fund. In connection therewith:
1.1 CSS may require and direct the Fund or any duly
authorized custodian of, or agent acting for, the Fund to
deliver a check or draft payable by or from the assets of
the Fund, or otherwise transfer monies, to make payment
of any debt of the Fund.
1.2 CSS may elect to advance monies for the purpose of making
any payment of a debt of the Fund, subject to the right
of CSS promptly to be made whole for such advance.
1.3 Any payment made by or at the instance of CSS under this
paragraph shall only be effected as and when the payment
of the debt in question has been authorized by, and duly
approved in accordance with, procedures set and approved
by the Board of Directors of the Fund.
1.4 Subject to written modification by agreement of the Fund
and CSS, CSS shall arrange for payment of the debts of
the Fund twice each calendar month, or more frequently as
the Fund's payment needs may dictate.
1.5 CSS shall deliver to the Fund's custodian a schedule of
such payments by CSS of debts of the Fund (a
"Certification"), indicating whether such payment has
been made from assets of the Fund, or from amounts
advanced by CSS. Each Certification shall set forth a
written breakdown of the expense category of each item
for which payment has been made, and for which
reimbursement is requested by such certification,
indicating the form of payment thereof.
2. Upon receipt of a Certification from CSS, the Fund shall
promptly reimburse CSS for amounts advanced by CSS for the
payment of the just debts of the Fund. Such reimbursement
shall be made by a wire or comparable transfer of monies from
the Fund to CSS, such transfer in good funds to be effective
five business days following the payment of the expenses for
such Certification.
IN WITNESS WHEREOF, the undersigned, each being duly
authorized, has executed this Agreement on the date first set forth
above:
VONTOBEL FUNDS, INC.
By: __________________________________
▇▇▇▇ ▇▇▇▇▇, III
Chairman
COMMONWEALTH SHAREHOLDER SERVICES, INC.
By: ___________________________________
▇▇▇▇ ▇▇▇▇▇, III
President
211039.1