Form of) FUND EXPENSE AGREEMENT Agreement dated , 1997.

                           (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:  __________________________________
                              Xxxx Xxxxx, III
                              Chairman


                         COMMONWEALTH SHAREHOLDER SERVICES, INC.

                         By:  ___________________________________
                              Xxxx Xxxxx, III
                              President

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