(Form of)
ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement (the "Agreement") dated
_________________, 1997 by and between VONTOBEL FUNDS, INC. (the
"Fund"), a diversified, open-end management investment company,
duly organized as a corporation in accordance with the laws of the
State of Maryland, and COMMONWEALTH SHAREHOLDER SERVICES, INC.
("CSS"), a corporation duly organized as a corporation in
accordance with the laws of the Commonwealth of Virginia.
WITNESSETH THAT:
WHEREAS, the Fund desires to appoint CSS as its Administrative
Services Agent, for and on behalf of the VONTOBEL EMERGING MARKETS
EQUITY FUND series (the "Portfolio"), to perform certain
recordkeeping and shareholder servicing functions required of a
duly registered investment company to comply with certain
provisions of federal, state and local law, rules and regulations,
and, as is required, to assist the Fund in preparing and filing
certain financial reports, and further to perform certain daily
functions in connection with on-going operations of the Fund and
the Portfolio, and provide ministerial services to implement the
investment decisions of the Fund and the investment advisor of the
Portfolio, Vontobel USA Inc. (the "Advisor"); and
WHEREAS, CSS is willing to perform such functions upon the
terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the parties hereto, intending to
be legally bound, agree as follows:
Section 1. CSS shall examine and review all records and
documents of the Portfolio pertaining to its duties under this
Agreement in order to determine and/or recommend how such records
and documents shall be maintained.
Section 2. CSS shall, as necessary for such purposes, advise
the Fund and its agents of the information which is deemed to be
"necessary" for the performance of its duties under this Agreement,
and upon receipt of necessary information and Written or Oral
Instructions from the Fund, shall maintain and keep current such
shareholder relations records.
Unless the information necessary to perform the above
functions is furnished in writing to CSS by the Fund or its agents
(such as Custodians, Transfer Agents, etc.), CSS shall incur no
liability and the Fund shall indemnify and hold harmless CSS from
and against any liability arising from any discrepancy in the
information received by CSS and used in the performance by CSS of
its duties.
It shall be the responsibility of the Fund to furnish CSS with
the net asset value per share, declaration, record and payment
dates and amounts of any dividends or income and any other special
actions required concerning each of its securities.
CSS shall maintain such shareholder records above mentioned as
required by regulation and as agreed upon between the Fund and CSS.
Section 3. The Fund shall confirm to the Fund's Transfer
Agent all purchases and redemptions of shares of the Portfolio
effected through the Fund or its distributor, as and when such
orders are accepted by the Fund or an authorized agent of the Fund
designated for that purpose. CSS shall receive from the Fund's
Transfer Agent daily reports of share purchases, redemptions, and
total shares outstanding, and shall be accountable for the
information contained in such reports of purchases and redemptions
when received. It is agreed by the parties that the net asset
value per share of the Fund will be calculated in accordance with
Rule 22c-1 under the Investment Company Act of 1940 and as
otherwise directed by the Board of Directors of the Fund.
CSS shall reconcile its records of outstanding shares and
shareholder accounts with the Fund's Transfer Agent periodically,
and not less frequently than monthly.
Section 4. CSS shall provide assistance to the Fund in the
servicing of shareholder accounts, which may include telephone and
written conversations, assistance in redemptions, exchanges,
transfers and opening accounts as may be required from time to
time. CSS shall, in addition, provide such additional
administrative non-advisory management services as CSS and the Fund
may from time to time agree.
Section 5. The accounts and records maintained by CSS shall
be the property of the Fund, and shall be made available to the
Fund, within a reasonable period of time, upon demand. CSS shall
assist the Fund's independent auditors, or any other person
authorized by the Fund or, upon demand, any regulatory body as
authorized by law or regulation, in any requested review of the
Fund's accounts and records but shall be reimbursed for all
reasonable and documented expenses and employee time invested in
any such review outside of routine and normal periodic reviews.
Upon receipt from the Fund of any necessary information, CSS shall
assist the Fund in organizing necessary data for the Fund's
completion of any necessary tax returns, questionnaires, periodic
reports to shareholders and such other reports and information
requests as the Fund and CSS shall agree upon from time to time.
Section 6. CSS and the Fund may from time to time adopt
procedures they agree upon, and, absent knowledge to the contrary,
CSS may conclusively assume that any procedure approved by the Fund
or directed by the Fund, does not conflict with or violate any
requirements of Fund's Prospectuses, Articles of Incorporation,
By-Laws, registration statements, orders, or any rule or regulation
of any regulatory body or governmental agency. The Fund (acting
through its officers or other agents) shall be responsible for
notifying CSS of any changes in regulations or rules which might
necessitate changes in the Fund's procedures.
Section 7. CSS may rely upon the advice of the Fund and upon
statements of the Fund's lawyers, accountants and other persons
believed by it in good faith to be expert in matters upon which
they are consulted, and CSS shall not be liable for any actions
taken in good faith upon such statements.
Section 8. CSS shall not be liable for any actions taken in
good faith reliance upon any authorized Oral Instructions, any
Written Instructions, and certified copy of any resolution of the
Board of Directors of the Fund or any other document reasonably
believed by CSS to be genuine and to have been executed or signed
by the proper person or persons.
CSS shall not be held to have notice of any change of
authority of any officer, employee or agent of the Fund until
receipt of notification thereof by the Fund.
The Fund shall indemnify and hold CSS harmless from any and
all expenses, damages, claims, suits, liabilities, actions, demands
and losses whatsoever arising out of or in connection with any
error, omission, inaccuracy or other deficiency of any information
provided to CSS by the Fund, or the failure of the Fund to provide
any information needed by CSS knowledgeably to perform its
functions hereunder. Also, the Fund shall indemnify and hold
harmless CSS from all claims and liabilities (including reasonable
documented expenses for legal counsel) incurred by or assessed
against CSS in connection with the performance of this Agreement,
except such as may arise from CSS's own negligent action, omission
or willful misconduct; provided, however, that before confessing
any claim against it, CSS shall give the Fund reasonable
opportunity to defend against such claim in the name of the Fund or
CSS or both.
Section 9. The Fund agrees to pay CSS compensation for its
services and to reimburse it for expenses, as set forth in the
Schedule attached hereto, or as shall be set forth in amendments
to such schedule approved by the Fund's Board of Directors and CSS.
Section 10. Except as required by laws and regulations
governing investment companies, nothing contained in this Agreement
is intended to or shall require CSS, in any capacity hereunder, to
perform any functions or duties on any holiday or other day of
special observance on which CSS is closed. Functions or duties
normally scheduled to be performed on such days shall be performed
on, and as of, the next business day on which both the Fund and CSS
are open. CSS will be open for business on days when the Fund is
open for business and/or as otherwise set forth in the Fund's
Prospectuses and Statements of Additional Information.
Section 11. Either the Fund or CSS may give written notice to
the other of the termination of this Agreement, such termination to
take effect at the time specified in the notice, which time shall
be not less than 90 days from the giving of such notice. Such
termination shall be without penalty.
Section 12. Any notice or other communication required by or
permitted to be given in connection with this Agreement shall be in
writing, and shall be delivered in person or sent by first-class
mail, postage prepaid, to the respective parties at their last
known address, except that Oral Instructions may be given if
authorized by the Board of the Fund and preceded by a certificate
from the Fund's secretary so attesting.
Notices to the Fund shall be directed to:
0000 Xxxxxx Xxx.
Xxxxx 000
Xxxxxxxx, XX 00000
Notices to CSS shall be directed to:
0000 Xxxxxx Xxx.
Xxxxx 000
Xxxxxxxx, XX 00000
Section 13. This Agreement may be executed in two or more
counterparts, each of which, when so executed, shall be deemed to
be an original, but such counterparts shall together constitute but
one and the same instrument.
Section 14. This Agreement shall extend to and shall be
binding upon the parties hereto and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of CSS, or by
CSS without the written consent of the Fund, authorized or approved
by a resolution of its Board of Directors.
Section 15. For purposes of this Agreement, the terms Oral
Instructions and Written Instructions shall mean:
Oral Instructions: The term Oral Instruction shall mean an
authorization, instruction, approval, item or set of data, or
information of any kind transmitted to CSS in person or by
telephone, telegram, telecopy, or other mechanical or documentary
means lacking a signature, by a person or persons believed in good
faith by CSS to be a person or persons authorized by a resolution
of the Board of Directors of the Fund, to give Oral Instructions on
behalf of the Fund.
Written Instructions: The term Written Instruction shall mean
an authorization, instruction, approval, item or set of data, or
information of any kind transmitted to CSS in original writing
containing original signatures or a copy of such document
transmitted by telecopy including transmission of such signature
believed in good faith by CSS to be the signature of a person
authorized by a resolution of the Board of Directors of the Fund to
give Written Instructions on behalf of the Fund.
The Fund shall file with CSS a certified copy of each
resolution of its Board of Directors authorizing execution of
Written Instructions or the transmittal of Oral Instructions as
provided above.
Section 16. This Agreement shall be governed by the laws of
the State of Maryland.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their duly authorized officers as of the
day and year first above written.
VONTOBEL FUNDS, INC.
By:
Xxxx Xxxxx, III
Chairman & President
COMMONWEALTH SHAREHOLDER SERVICES, INC.
By:
Xxxx Xxxxx, III
Chief Executive Officer
SCHEDULE A TO
ADMINISTRATIVE SERVICES AGREEMENT
FOR THE
VONTOBEL EMERGING MARKETS EQUITY FUND
Pursuant to Section 9 of the Administrative Services
Agreement, dated ___________________, 1997, by and between Vontobel
Funds, Inc. (the "Fund"), and Commonwealth Shareholder Services,
Inc. ("CSS"), the Vontobel Emerging Markets Equity Fund series of
the Fund shall pay CSS a fee calculated and paid monthly as
follows:
A. For the performance of Blue Sky matters, CSS shall be paid at
the rate of $30 per hour of actual time used.
B. For shareholder servicing, CSS shall be paid at the rate of
$30 per hour of actual time used.
C. For all other administration, CSS shall be paid a fee at the
rate of 0.2% per annum of the average daily net assets of the
Vontobel Emerging Markets Equity Fund series of the Fund,
payable monthly, with a minimum fee of $42,500.
D. In addition to the foregoing, the Fund shall reimburse CSS,
from the assets of the Portfolio, for the Portfolio's
proportionate share of general expenses incurred for the Fund
and for all expenses incurred by the Portfolio individually.
Such out-of-pocket expenses shall include, but not be limited
to: documented fees and costs of obtaining advice of counsel
or accountants in connection with its services to the Fund;
postage; long distance telephone; special forms required by
the Fund; any travel which may be required in the performance
of its duties to the Fund; and any other extraordinary
expenses it may incur in connection with its services to the
Fund.
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