CAPSTONE INTERNATIONAL SERIES TRUST
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                     COMMONWEALTH INTERNATIONAL SERIES TRUST
          PRES14A Preliminary Proxy Statement - Date Filed: 11/3/2000
--------------------------------------------------------------------------------

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934
                                (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[X]  Preliminary Proxy Statement
[ ]  Confidential,  for  Use  of the  Commission  Only  (as  permitted  by  Rule
     14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                    COMMONWEALTH INTERNATIONAL SERIES TRUST
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

                                       n/a
--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     1)   Title of each class of securities to which transaction applies:

          ----------------------------------------------------------------------
     2)   Aggregate number of securities to which transaction applies:

          ----------------------------------------------------------------------
     3)   Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):

          ----------------------------------------------------------------------
     4)   Proposed maximum aggregate value of transaction:

          ----------------------------------------------------------------------
     5)   Total fee paid:

          ----------------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the form or schedule and the date of its filing.

     1)   Amount previously paid:

          ----------------------------------------------------------------------
     2)   Form, Schedule or Registration Statement No.:

          ----------------------------------------------------------------------
     3)   Filing party:

          ----------------------------------------------------------------------
     4)   Date filed:

          ------------------------------------------------------

<PAGE>

                     COMMONWEALTH INTERNATIONAL SERIES TRUST
          PRES14A Preliminary Proxy Statement - Date Filed: 11/3/2000
--------------------------------------------------------------------------------

                     COMMONWEALTH INTERNATIONAL SERIES TRUST
           (formerly known as the Capstone International Series Trust)
                          COMMONWEALTH NEW ZEALAND FUND
                             COMMONWEALTH JAPAN FUND
            (formerly Capstone New Zealand and Capstone Japan Funds)

                                                                          [Date]
To the Shareholders of the Commonwealth Family of Funds:

     The Commonwealth International Series Trust (formerly known as the Capstone
International  Series Trust) (the  "Trust") is holding a special  meeting of its
shareholders on Friday, December 22, 2000 at 10:00 a.m. Central Time at 5847 San
Felipe,  Suite  850,  Houston,  Texas  77057.  If a  quorum  is not  present  or
represented by proxy on that date, the meeting will be adjourned to another date
and time without further notice.

     The Trust is a  Massachusetts  business  trust,  operating  as a registered
management  investment company. The trust has previously authorized the division
of its shares into two (2) series  (each a "Fund" and  together the "Funds") and
currently  offers shares of the following Funds to the public:  Commonwealth New
Zealand  Fund  (formerly  known as the  "Capstone  New  Zealand  Fund")  and the
Commonwealth Japan Fund (formerly known as the "Capstone Japan Fund"). Each Fund
has only one (1) class of shares.

     Enclosed is a proxy statement that has been prepared in anticipation of the
December  22, 2000  special  meeting of  shareholders  of the  Commonwealth  New
Zealand Fund and the Commonwealth Japan Fund. You are asked to consider five (5)
matters.

     First,  shareholders  of both Funds are being asked to elect a new Board of
Trustees.  This  action is  necessary  due to the recent  transfer of the Funds'
administration  to  First  Commonwealth   Holding  Corp,  which  is  the  parent
corporation of FCA (the Funds Investment Advisor),  after the resignation of the
Capstone Asset Management Company previously acting in this capacity.  All prior
board members have tendered  their  resignations  effective upon the election of
their successors and four (4) nominees have been named as their replacement.

     Second,  shareholders of both Funds are being asked to ratify the selection
of Briggs,  Bunting & Dougherty,  LLP as independent auditors of the Trust. This
firm has fulfilled  this role for the past several years and acts as the current
auditor and includes persons who have heretofore been primarily  responsible for
audit of the Trust.

     Third,  shareholders  of each  Fund are being  asked to  approve a new Rule
12b-1  distribution plan on substantially the same terms as the current plan for
each Fund.

     Fourth,  shareholders of the New Zealand Fund are being asked to modify the
fund's investment objective and policies.

     Fifth,  shareholders of both Funds are asked to approve such other business
as may properly come before the meeting, or any adjournments thereof.

     Each member of both the outgoing and incoming  Board of Trustees,  believes
that each of these proposals would be in the best interests of the affected Fund
or Funds and that  shareholders  should vote FOR them.  Please read the enclosed
materials,  complete and execute the enclosed  proxy card and return it promptly
in the enclosed pre-addressed postage-paid envelope.

YOU ARE URGED TO VOTE PROMPTLY TO MINIMIZE EXPENSES OF ADDITIONAL SOLICITATIONS.

     As always, we thank you for your confidence and support.

                                        Sincerely,

                                        Robert W. Scharar
                                        President
                                        Commonwealth International Series Trust

                                       -1-
<PAGE>

                     COMMONWEALTH INTERNATIONAL SERIES TRUST
          PRES14A Preliminary Proxy Statement - Date Filed: 11/3/2000
--------------------------------------------------------------------------------

                     COMMONWEALTH INTERNATIONAL SERIES TRUST
                 (formerly Capstone International Series Trust)
                          COMMONWEALTH NEW ZEALAND FUND
                             COMMONWEALTH JAPAN FUND
            (formerly Capstone New Zealand and Capstone Japan Funds)
                5847 San Felipe, Suite 850, Houston, Texas 77057
                            Toll Free: 1-888-345-1898

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                          to be held December 22, 2000

     Notice is hereby given that a special meeting of  shareholders  ("Meeting")
of Commonwealth International Series Trust ("Trust"),  including shareholders of
its two series ("Funds"), Commonwealth New Zealand Fund ("New Zealand Fund") and
Commonwealth  Japan Fund  ("Japan  Fund"),  will be held at 10:00 a.m.,  Central
Time,  at 5847 San Felipe,  Suite 850,  Houston,  Texas 77057 for the  following
purposes:

     1.   To elect a new Board of Trustees.

     2.   To  ratify  the  selection  of  Briggs,  Bunting &  Dougherty,  LLP as
          independent auditors of the Trust.

     3.   To approve a new Rule 12b-1  distribution  plan on  substantially  the
          same terms as the current plan.

     4.   to modify investment objective and policies of the New Zealand Fund.

     5.   To  approve  such  other  business  as may  properly  come  before the
          meeting, or any adjournments thereof.

     The Board of Trustees  has fixed the close of business on November 17, 2000
as the record date for the determination of shareholders  entitled to notice of,
and to vote at, the Meeting or at any adjournment(s) thereof.

     Shareholders are requested to complete,  date and sign the enclosed form of
proxy (whether or not they intend to attend the Meeting in person) and to return
the proxy  promptly in the enclosed  envelope that requires no postage if mailed
in the United  States.  The  enclosed  proxy is solicited on behalf the Board of
Trustees of the Trust.

                                        By Order of the Board of Trustees

                                        Terence P. Smith
                                        Assistant Secretary

Houston, Texas
November ___, 2000

                                       -2-
<PAGE>

                     COMMONWEALTH INTERNATIONAL SERIES TRUST
          PRES14A Preliminary Proxy Statement - Date Filed: 11/3/2000
--------------------------------------------------------------------------------

                     COMMONWEALTH INTERNATIONAL SERIES TRUST
                 (formerly Capstone International Series Trust)
                          COMMONWEALTH NEW ZEALAND FUND
                             COMMONWEALTH JAPAN FUND
            (formerly Capstone New Zealand and Capstone Japan Funds)
                 5847 San Felipe, Suite 850, Houston Texas 77057
                            Toll Free: 1-888-345-1898

--------------------------------------------------------------------------------

                                 PROXY STATEMENT
                                     Dated:

--------------------------------------------------------------------------------

                         SPECIAL MEETING OF SHAREHOLDERS
                          To Be Held December 22, 2000

WHAT IS HAPPENING?

     The Board of Trustees (the "Board") of the Commonwealth International Trust
(the "Trust") has voted to call a special meeting of all shareholders of each of
the  two  (2)  separate   series  listed  above  (each  a  "Fund"  and  together
the"Funds"),  in  order  to seek  shareholder  approval  of five  (5)  proposals
relating to the Trust. The meeting will be held at the Trust's offices,  located
at 5847 San Felipe,  Suite 850, Houston Texas 77057 at 10:00 a.m., Central Time,
on Friday,  December  22,  2000.  If you expect to attend the meeting in person,
please call the Trust at 1-888-345-1898 to inform them of your intentions.

WHAT ITEMS OF TRUST BUSINESS AM I BEING ASKED TO VOTE ON?

     The Board is asking you to approve four proposals:  (1) Approve a new Board
of Trustees for all Funds, (2) Approve the Board's selection of Briggs,  Bunting
& Dougherty,  LLP as independent  auditors of the Trust, (3) Approve each Fund's
Rule 12b-1 Plan,  (4) Approve a change in  objectives  and  policies for the New
Zealand  Fund only,  and (5)  Approve  such other  business as shall be properly
presented at the meeting.

WHY AM I BEING ASKED TO VOTE ON A PROPOSED NEW 12B-1 DISTRIBUTION PLAN?

     The Investment Company Act of 1940 requires a vote of a fund's shareholders
whenever  there is a material  amendment to, or an assignment  of, a 12b-1 Plan.
The 12b-1 Plan for the Fund  currently  is between the Fund and  Capstone  Asset
Planning  Company.  On August 21, 2000,  the Board  approved an agreement  which
effectively   transferred  all  rights,  title  and  interest  relative  to  the
Administration to First Commonwealth Holding Corp. ("FCHC"),  the parent company
of FCA Corp. After full consideration,  the Board has decided to amend the 12b-1
Plan accordingly.

WHY AM I BEING  ASKED TO VOTE ON A CHANGE IN THE FUND'S  FUNDAMENTAL  INVESTMENT
POLICIES?

     The  Investment  Company  Act of 1940 (the  "Act")  requires  a vote of the
shareholders of a fund whenever there is a change in any investment policy which
is "fundamental" to the operation of the Fund. Accordingly,  the proposed change
in the  investment  policies of the Fund requires your approval under the Act as
shareholder of that Fund.

                                       -3-
<PAGE>

                     COMMONWEALTH INTERNATIONAL SERIES TRUST
          PRES14A Preliminary Proxy Statement - Date Filed: 11/3/2000
--------------------------------------------------------------------------------

HOW WILL THESE CHANGES AFFECT ME AS A FUND SHAREHOLDER?

     Your Fund will not  change.  You will still own the same shares in the same
Fund. The Funds will continue to provide all resources necessary to provide your
fund with top quality  investment  management and shareholder  services.  If you
approve  the  change in the Fund's  fundamental  investment  policies,  FCA Corp
believes  that it will be much  better  able to achieve  significantly  enhanced
performance in the Fund relative to past returns.

WILL THE INVESTMENT ADVISORY AND RULE 12B-1 FEES BE THE SAME?

     The Investment  Advisory fees will stay the same. The 12b-1 Plan provisions
relative  to costs  remain  unchanged  including  a cap of .35% of the funds net
assets.  If the 12b-1  expenses  exceed .35%,  such expenses will be paid by the
Investment Advisor without anticipation of reimbursement from the Fund.

WHICH PROPOSALS APPLY TO ME?

     The table below summarizes each proposal to be presented at the meeting and
shows  the  Funds  (and  share  classes)  whose  shareholders  may vote for each
proposal.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
               PROPOSAL                             WHICH SHAREHOLDERS MAY VOTE
------------------------------------------------------------------------------------------
<S>                                                 <C>
1.   Approving a new Board of Trustees              All shareholders of all Funds

2.   Approving the Board's selection of             All shareholders of all Funds
     Briggs, Bunting & Dougherty, LLP as
     independent auditors of the Trust

3.   Approve the Trust's Rule 12b-1 Plan,           All shareholders of all Funds

4.   Approve a change in objectives and policies    Shareholders of the New Zealand Fund
     for the New Zealand Fund

5.   Approve such other business as shall be        All shareholders of all Funds affected
     properly presented at the meeting
------------------------------------------------------------------------------------------
</TABLE>

AM I ELIGIBLE TO VOTE?

     If you were the  record  owner of any shares of any Fund as of the close of
business on November 17, 2000 (the "Record Date"), then you are eligible to vote
on one or more of the  proposals  (See the table in the  preceding  paragraph to
find out which proposals apply to you).

HOW DO I VOTE?

     VOTING BY PROXY
     ---------------

     The simplest and quickest way for you to vote is to complete, sign and date
the enclosed proxy card and mail it back to the Trust in the envelope  provided.
The Board  urges you to fill out and return  your proxy card even if you plan to
attend the  meeting.  Returning  your  proxy card will not affect  your right to
attend the meeting and vote.

                                       -4-
<PAGE>

                     COMMONWEALTH INTERNATIONAL SERIES TRUST
          PRES14A Preliminary Proxy Statement - Date Filed: 11/3/2000
--------------------------------------------------------------------------------

     The Board has named  Linda Coyne and Krista  Ziegler as proxies,  and their
names appear on your proxy card(s). By signing your proxy card and returning it,
you are appointing those persons to vote for you at the meeting. If you properly
fill in your proxy  card and return it to the Trust in time to vote,  one of the
appointed  proxies will vote your shares as you have  directed.  If you sign and
return your proxy card, but do not make specific  choices,  one of the appointed
proxies will vote your shares on each proposal as recommended by the Board.

     If an additional  matter is presented  for vote at the meeting,  one of the
appointed proxies will vote in accordance with his or her best judgment.  At the
time this  proxy  statement  was  printed,  the Board was not aware of any other
matter  that  needed  to be acted  upon at the  meeting  other  than the six (6)
proposals discussed in this proxy statement.

     If you appoint a proxy by signing and  returning  your proxy card,  you can
revoke that appointment at any time before it is exercised.  You can revoke your
proxy by sending in another proxy with a later date, or by notifying the Trust's
secretary in writing,  before the meeting,  that you have revoked your proxy, at
the  following  address:  Linda Coyne,  Inspector of Election,  5847 San Felipe,
Suite 850, Houston Texas 77057

     VOTING IN PERSON
     ----------------

     If you attend the meeting  and wish to vote in person,  you will be given a
ballot when you arrive.  If you have already  voted by proxy and wish to vote in
person instead, you will be given an opportunity to do so during the meeting. If
you attend the  meeting,  but your  shares are held in the name of your  broker,
bank or other  nominee,  you must  bring  with you a letter  from  that  nominee
stating that you are the  beneficial  owner of the shares on the Record Date and
authorizing you to vote.

HOW DOES THE BOARD RECOMMEND THAT I VOTE?

     The Board recommends that you vote "FOR" each of the proposals described in
this proxy statement.

WHAT IS A QUORUM AND WHY IS IT IMPORTANT?

     A quorum is the number of outstanding  shares,  as of the Record Date, that
must be present,  in person or by proxy,  in order for the Trust to hold a valid
shareholder  meeting.  The Trust cannot hold a valid shareholder  meeting unless
there is a quorum of  shareholders  present in person or by proxy.  The  Trust's
Agreement and  Declaration of Trust requires that the presence,  in person or by
proxy, of a majority of the shares entitled to vote on a matter shall constitute
a quorum,  unless a larger number of shares is required  pursuant to law. In the
absence of a quorum,  the  meeting  will be  adjourned  to a later date  without
further notice. The table below sets forth the quorum required for each proposal
to be voted at the meeting:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                   PROPOSAL                          NUMBER OF SHARES REQUIRED FOR QUORUM
-------------------------------------------------------------------------------------------------------------
<S>                                                  <C>
1.   Approving a new Board of Trustees               A majority of all outstanding shares (as of November 17,
                                                     2000) of both Funds

2.   Approving the Board's selection of              A majority of all outstanding shares (as of November 17
     Briggs, Bunting & Dougherty, LLP as             2000) of both Funds
     independent auditors of the Trust

3.   Approve the Trust's Rule 12b-1 Plan,            A majority of all outstanding shares (as of November 17
                                                     2000) of both Funds

                                       -5-
<PAGE>

                     COMMONWEALTH INTERNATIONAL SERIES TRUST
          PRES14A Preliminary Proxy Statement - Date Filed: 11/3/2000
--------------------------------------------------------------------------------

4.   Approve a change in objectives and policies     A majority of all outstanding shares (as of November 17
     for the New Zealand Fund                        2000) of the New Zealand Fund only

5.   Approve such other business as shall be         A majority of all outstanding shares (as of November 17
     properly presented at the meeting               2000) of the Funds affected

--------------------------------------------------------------------------------------------------------------
</TABLE>

     Under rules applicable to broker-dealers,  if your broker holds your shares
in its  name,  the  broker  is not  allowed  to vote  your  shares on any of the
Proposals  unless it has received voting  instructions  from you. If your broker
does not vote your shares on one or more  Proposals  because it has not received
instructions from you, those shares will be considered broker non-votes.

     Broker  non-votes  and  abstentions  with  respect to a  proposal  count as
present for purposes of establishing a quorum.

WHAT IS THE VOTE NECESSARY TO APPROVE EACH PROPOSAL?

     The following table describes the votes needed to approve each Proposal:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
         PROPOSAL                                    NUMBER OF SHARES REQUIRED TO APPROVE;
--------------------------------------------------------------------------------------------------------------
<S>                                                  <C>
1.   Approving a new Board of Trustees               The affirmative vote of a majority of the shares entitled
                                                     to vote of both Funds are required to approve the Proposal.

2.   Approving the Board's selection of              The affirmative vote of a majority of the shares entitled
     Briggs, Bunting & Dougherty, LLP as             to vote of both Funds are required to approve the Proposal.
     independent auditors of the Trust

3.   Approve the Trust's Rule 12b-1 Plan,            The affirmative vote of a majority of the shares entitled
                                                     to vote of both Funds are required to approve the Proposal.

4.   Approve a change in objectives and policies     The affirmative vote of a majority of the shares entitled
     for the New Zealand Fund                        to vote of the New Zealand Fund are required to approve
                                                     the Proposal.

5.   Approve such other business as shall be         The affirmative vote of a majority of the shares entitled
     properly presented at the meeting               to vote of the Funds affected are required to approve the
                                                     Proposal.
--------------------------------------------------------------------------------------------------------------
</TABLE>

     The  Investment  Company Act of 1940, as amended (the "1940 Act") defines a
"majority" of the outstanding  voting  securities of a Fund as the lesser of (a)
the vote of holders of at least 67% of the voting securities of the Fund present
in person or by proxy,  if more than 50% of such shares are present in person or
by proxy; or (b) the vote of holders of more than 50% of the outstanding  voting
securities of the Fund.

     Broker  non-votes  will not count as votes cast and will have the effect of
votes against each Proposal.

                                       -6-
<PAGE>

                     COMMONWEALTH INTERNATIONAL SERIES TRUST
          PRES14A Preliminary Proxy Statement - Date Filed: 11/3/2000
--------------------------------------------------------------------------------

CAN THE MEETING BE ADJOURNED?

     The appointed  proxies may propose to adjourn the meeting,  either in order
to solicit additional  proxies or for other purposes.  If there is a proposal to
adjourn the meeting, the affirmative vote of a majority of the shares present at
the meeting, in person or by proxy, is required to approve such proposal.

WHO IS PAYING THE COST OF THE SHAREHOLDER MEETING AND THIS PROXY
SOLICITATION?

     The  Trust  is  paying  the  costs of the  shareholder  meeting  and  proxy
solicitation.

WHO DO I CALL IF I HAVE QUESTIONS?

     Please call the Trust at  1-888-345-1898  with any  questions  you may have
relating to this proxy statement. Also, at your request, the Trust will send you
a free copy of its most recent audited  annual report.  Simply call the Trust to
request a copy of either report.

--------------------------------------------------------------------------------

PROPOSAL #1:   ELECTION OF TRUSTEES

WHICH SHAREHOLDERS VOTE FOR THIS PROPOSAL?

     All  shareholders  of record as of November  17, 2000 of all Funds vote for
this proposal.

WHAT IS HAPPENING?

     Pursuant to the terms and  conditions  set forth in an  agreement  entitled
"Agreement  to  Transfer  Certain  Administrative  and  Distribution  Contracts"
between  Capstone  Asset  Management  Company and FCA Corp the operations of the
Funds  were  transferred  to  First   Commonwealth   Holding  Corp,  the  parent
corporation of FCA Corp. In conjunction with this transfer, a new Board is being
elected.  On November 13, 2000 the current Board of Trustees resigned from their
positions  as  Trustees  of the  Trust  effective  upon  the  election  of their
successors.

WHO ARE THE NOMINEES FOR THE BOARD OF TRUSTEES?

     Each of the nominees,  John Akard,  JR., Kathleen Dennis Kelly, and Jack H.
Ewing would be  Independent  Trustees and each nominee has  indicated his or her
willingness  to serve as Trustee if  elected.  Robert W.  Scharar,  the  Trust's
President, is not an Independent Trustee. Each elected Trustee shall hold office
until the next meeting of  shareholders  held for election of Trustees and until
his or her  successor  is duly elected and  qualified,  unless he or she earlier
resigns or is removed. The Trust does not hold regular annual meetings.

     Information about the nominees is contained in the following table:

--------------------------------------------------------------------------------
NAME AND AGE                  PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS;
                              CURRENT TRUSTEESHIPS
--------------------------------------------------------------------------------

ROBERT W. SCHARAR (52)        Mr.  Scharar is  President  of FCA Corp,  based in
                              Houston,  Texas,  a fee  only  financial  planning
                              firm.  He  received  his AA  from  Polk  Community
                              College;  and his  BSBA  in  Accounting  from  the
                              University of Florida. He later went on to receive
                              his MBA and JD from Northeastern University;

                                       -7-
<PAGE>

                     COMMONWEALTH INTERNATIONAL SERIES TRUST
          PRES14A Preliminary Proxy Statement - Date Filed: 11/3/2000
--------------------------------------------------------------------------------

                              and a LLM in Taxation from Boston  University  Law
                              School. Mr. Scharar is a member of the Florida and
                              Massachusetts  Bars;  and  is a  Certified  Public
                              Accountant  of Florida.  He has  experience  as an
                              Accounting   Professor   at  Bentley  and  Nichols
                              Colleges,  Officer  of  the  United  States  Trust
                              Company and Tax  Specialist  at Coopers & Lybrand.
                              Mr.  Scharar is a Director  and past  President of
                              the American  Association  of Attorney - CPAs, and
                              the  Chairman  of United  Investors  Realty  Trust
                              (UIRT) (a NASDQ listed REIT) as well as a Director
                              of United Dominion  Realty Trust (NYSE).  With FCA
                              Corp he is the current  Investment Advisor for the
                              Commonwealth   New   Zealand   Fund   (CNZLX)  and
                              Commonwealth Japan Fund (CNJFX).

JOHN AKARD, JR. (34)          Mr. Akard, an Attorney,  was admitted to the State
                              Bar of Texas Bar and United States  District Court
                              for the Southern  District of Texas in 1994. After
                              receiving is B.B.A. in Accounting from Texas A & M
                              University  in 1988,  Mr. Akard went on to receive
                              his J.D.  from  Texas  Tech  University,  where he
                              graduated  magna  cum  laude in  1994.  As well as
                              being a Certified Public Accountant Mr. Akard is a
                              member of the State Bar of Texas,  the Houston and
                              American    Bar    Associations,    the   American
                              Association    of    Attorney-Certified     Public
                              Accountants.  Mr. Akard is also the AAA-CPA  Texas
                              Chapter  President,  a member of the AAA-CPA Board
                              of Directors, Chair of the Houston Bar Law Library
                              Committee,  former  President  of  the  Sigma  Chi
                              Dallas Alumni  Chapter and is currently  President
                              and   Treasurer  of  the  Aggie  Sigma  Chi  House
                              Corporation (a non-profit corporation).

KATHLEEN KELLY (49)           Kathleen  Kelly  founded  International   Protocol
                              Advisors  in  1993  to  assist   corporations   in
                              establishing  and  maintaining a positive  working
                              relationship  with foreign  government  officials.
                              Before forming her company,  Mrs. Kelly headed the
                              Houston International  Protocol Alliance where she
                              acted as Chief of Protocol for the City of Houston
                              for more than five years. Operating under contract
                              to the City of Houston,  the Protocol Alliance was
                              responsible for greeting international visitors of
                              ambassador  rank and higher.  Prior to joining the
                              Protocol  Alliance,  Mrs.  Kelly acquired a strong
                              background  in  international  business  relations
                              through   her  work  at   Business   International
                              Corporation, an international business publishing,
                              consulting  and  training  firm and United  Energy
                              Resources  doing risk analysis for their  European
                              investments  and as Manager  of  Special  Projects
                              International for their UK subsidiary. Later, Mrs.
                              Kelly formed  Interisk,  Inc., to develop  country
                              risk  analyses for clients  with  interests in oil
                              producing countries. Mrs. Kelly serves as Honorary
                              Consul for New  Zealand in Houston,  appointed  by
                              The Honorable James Bolger,  Prime Minister of New
                              Zealand  in  1995.  She  is  also  active  in  the
                              community  and  serves  on  a  number  of  boards,
                              including   the  Houston   Committee   on  Foreign
                              Relations.  She is a past  secretary and member of
                              the Executive  Committee of the Consular  Corps of
                              Houston.  Mrs.  Kelly  has  received  a number  of
                              professional  recognitions  over the years for her
                              work. She has lectured widely and has been a guest
                              on a number of television  programs.  She has also
                              been   featured   in  a  number  of   articles  in
                              newspapers and magazines.  She appears in the 2001
                              edition of Who's Who in the World.  She holds a BA
                              in  History   and   European   Studies   from  the
                              University of Texas at Austin. She also studied at
                              the Universite de Strasbourg, France.

                                       -8-
<PAGE>

                     COMMONWEALTH INTERNATIONAL SERIES TRUST
          PRES14A Preliminary Proxy Statement - Date Filed: 11/3/2000
--------------------------------------------------------------------------------


JACK H. EWING (61)            Jack   Ewing   is   Executive   Director   of  the
                              Japan-America Society of Houston -- the center for
                              all  things  Japanese  in  Houston.   The  Society
                              sponsors  the  annual  Japan  Festival,   conducts
                              Japanese    language    classes,    manages    the
                              Houston-Chiba  Sister program,  and engages in all
                              activities  that promote the mutual  knowledge and
                              understanding  of Japanese and American  cultures.
                              He has  been  involved  actively  in  the  Houston
                              international   business   scene   through   trade
                              consulting with Houston  International  Affairs as
                              President   of   Vuepoint-Texas,    a   pioneering
                              computer-based training company. He was one of the
                              early    developers   of   The   Greater   Houston
                              Partnership   where   he   was   responsible   for
                              international trade development:  managing inbound
                              and  outbound  trade  missions,   promoting  trade
                              development   strategy  and  infrastructure,   and
                              assisting  Houston  companies  expand  imports and
                              exports.  Prior to  joining  the  Greater  Houston
                              Partnership,   he  founded  and  managed  his  own
                              trading company after a seventeen year career with
                              Gulf Oil  Corporation.  There he held a variety of
                              positions with Gulf Oil Asia,  Corporate  Business
                              Development,  and Gulf Oil Trading Company,  where
                              he headed the  company's  Strategic  Planning  and
                              Business  Development  Department.  He was  also a
                              professor at the University of Maryland's Far East
                              Division in Japan where he taught in the Political
                              Science and Economics Departments. While attending
                              graduate school, he held a variety of positions in
                              the U.S.  Department  of State,  U.S.  Information
                              Agency,  and the U.S. Senate.  He holds a master's
                              degree  in   International   Affairs  from  George
                              Washington  University  and  a  bachelor  of  arts
                              degree in English and history from the  University
                              of Mississippi.

WHAT IS THE COMPENSATION OF TRUSTEES?

     Each Trustee and officer of the Trust is reimbursed  for expenses  incurred
in attending meetings of the Board of Trustees. Each Independent Trustee is paid
an annual  retainer of $2,500 plus  $750.00 by each Fund for each Board  meeting
attended.  Mr.  Scharar is not an  Independent  Trustee  and will not  receive a
retainer or any fee for attending board meetings.

HOW DOES THE BOARD RECOMMEND THAT I VOTE ON PROPOSAL #1?

         THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEE, RECOMMEND THAT
               SHAREHOLDERS VOTE TO ELECT EACH NOMINEE AS TRUSTEE.
--------------------------------------------------------------------------------

PROPOSAL #2:   RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS

WHICH SHAREHOLDERS VOTE FOR THIS PROPOSAL?

     All  shareholders  of record as of November  17, 2000 of all Funds vote for
this proposal.

WHO IS THE BOARD OF TRUSTEES RECOMMENDING?

     At its  meeting  held  November  13,  2000 the Board of  Trustees  selected
Briggs,  Bunting & Dougherty to be  independent  auditors of the Funds for their
fiscal year ending October 31, 2001. Briggs,  Bunting & Dougherty,  LLP has been
acting as the Fund's  independent  auditors for a number of years. The Trustees,
including the

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                     COMMONWEALTH INTERNATIONAL SERIES TRUST
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Independent  Trustees,   reviewed  the  qualifications  of  Briggs,   Bunting  &
Dougherty,  as well as the  qualifications of its staff, its business  prospects
and general  resources to perform its  activities.  It  determined  that Briggs,
Bunting & Dougherty,  LLP would have the  technical  capabilities  and personnel
required to provide  services to the Trust.  It also  determined that continuity
and  efficiency  of service  would best be  assured  for the Trust by  selecting
Briggs, Bunting & Dougherty, LLP as the Trust's independent accountants,  due to
the experience of its personnel in working with the Trust.

HOW DOES THE BOARD RECOMMEND THAT I VOTE ON PROPOSAL #2?

THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT SHAREHOLDERS OF
THE FUNDS VOTE TO RATIFY THE  SELECTION OF BRIGG,  BUNTING &  DOUGHERTY,  LLP AS
INDEPENDENT  ACCOUNTANTS  OF THE TRUST FOR ITS FISCAL  YEAR  ENDING  OCTOBER 31,
2001.

--------------------------------------------------------------------------------

PROPOSAL #3:   APPROVAL OF RULE 12B-1 PLAN

WHICH SHAREHOLDERS VOTE FOR THIS PROPOSAL?

     All  shareholders  of record as of November  17, 2000 of all Funds vote for
this proposal.

WHAT IS HAPPENING?

     On   November   13,   2000  the  Board,   including   a  majority   of  the
"non-interested" Trustees, voted to approve the new Rule 12b-1 Plan and directed
that the Plan be submitted to the Fund shareholders at the Meeting, along with a
recommendation that such shareholders approve the Rule 12b-1 Plan.

     If the new Rule 12b-1 Plan is  approved by the Fund  shareholders,  it will
become  effective and will replace the current Rule 12b-1 Plan  immediately.  If
the  shareholders  do not  approve  the new Rule  12b-1  Plan,  the Board  would
consider appropriate action.

WHAT IS A RULE 12B-1 PLAN?

     Rule 12b-1 under the 1940 Act (the "Rule"),  provides,  among other things,
that a  management  investment  company  (mutual  fund)  may  bear  expenses  of
distributing its shares only pursuant to a plan (a "Rule 12b-1 Plan") adopted in
accordance with the Rule.

     Due to the  transfer  of the Funds'  Administration  to FCHC from  Capstone
Asset Management Company, Capstone Asset Planning Company ("CAPCO") is no longer
affiliated  with the Funds in any  capacity.  FCHC will be  managing  the Funds.
Therefore,  as  required  by the 1940  Act,  a new plan  must be  approved  by a
majority  of its  shareholders.  Accordingly,  a new  Rule  12b-1  Plan is being
submitted for shareholder approval. THE NEW RULE 12b-1 PLAN IS ON THE SAME TERMS
AS  COMMONWEALTH'S  CURRENT  RULE  12b-1  PLAN.  The  only  change  is that  the
references to CAPCO have been replaced by  references  to "the  Distributor".  A
form of the new Rule 12b-1 Plan is attached hereto as Exhibit C.

WHAT DOES THE PLAN SAY?

     As noted above,  a form of the new Rule 12b-1 Plan is attached as Exhibit C
and this  summary is  qualified  in its  entirety by reference to Exhibit C. THE
TERMS OF THE NEW RULE 12b-1 PLAN DESCRIBED  BELOW ARE THE SAME AS IN THE CURRENT
RULE 12b-1 PLAN.

     Under the new Rule 12b-1 Plan, the  distributor  may receive a distribution
fee, payable as an expense of the

                                      -10-
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                     COMMONWEALTH INTERNATIONAL SERIES TRUST
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Shares of the  Fund,  which the  distributor  would use to pay for  distribution
services which it had provided to the Fund.  Each Fund bears all the expenses of
providing   such  services,   including  the  payment  of  any   commissions  or
distribution  fees. Each Fund will provide for the preparation of advertising or
sales  literature  and  bears the cost of  printing  and  mailing  prospectuses.
Further,   each  Fund  bears  the  cost  of  qualifying  and   maintaining   the
qualification  of Shares  for sale  under  the  securities  laws of the  various
states, and the expense of registering its Shares with the SEC.

     Fund  Shares are sold to the public at net asset  value.  Like the  current
Plan, the  Distributor  may receive a  distribution  fee,  payable  monthly upon
presentation  to the Fund of  receipts  evidencing  proper  expenditures,  at an
annual  rate of not greater  than 0.35% of average  daily net assets of the Fund
Shares. Pursuant to the Rule 12b-1 Plan, the Distributor will prepare reports to
the Board on a quarterly basis showing the amounts expended pursuant to the Plan

     No fees have been paid to date from the current Rule 12b-1 Plan.

     The new Rule 12b-1 Plan will  continue in effect for an initial term of one
year, and may continue thereafter from year to year if specifically  approved at
least annually by vote of "a majority of the outstanding  voting  securities" of
the Fund, as defined under the 1940 Act, or by the Board,  including,  in either
event, the vote of a majority of the "non interested"  Trustees,  cast in person
at a meeting called for such purpose.

WHAT ARE THE BENEFITS OF APPROVAL?

     In approving  the new Rule 12b-1 Plan,  the Board  determined,  as with the
current Rule 12b-1 Plan, that there is a reasonable likelihood that the new Rule
12b-1 Plan would benefit the Fund and its  shareholders.  In doing so, the Board
considered several factors, including that the new Rule 12b-1 Plans would likely
(i)  facilitate  distribution  of the  Fund's  shares,  (ii) help  maintain  the
competitive  position of the Commonwealth Series in relation to other funds that
have implemented or are seeking to implement similar distribution  arrangements;
and (iii) permit possible economies of scale through increased Fund size.

HOW DOES THE BOARD RECOMMEND THAT I VOTE ON PROPOSAL #3?

            THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL
                           OF THE NEW RULE 12b-1PLANS.

--------------------------------------------------------------------------------


PROPOSAL #4:   CHANGE IN INVESTMENT POLICIES AND OBJECTIVES

WHICH SHAREHOLDERS VOTE FOR THIS PROPOSAL?

     All  shareholders of record as of November 17, 2000 of the New Zealand Fund
only vote for this proposal.

WHAT IS HAPPENING?

     At it's meeting on  November  13,  2000 the Board of  Trustees  of the Fund
voted to change  certain  investment  policies and objectives of the New Zealand
Fund which would expand the  investment  opportunities  and  recommend  that the
shareholders of the Fund approve investments in Australian companies.

WHAT DOES AUSTRALIA HAVE TO OFFER?

     The growth in the Australian economy has been uninterrupted since 1992, one
of its longest periods of

                                      -11-
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                     COMMONWEALTH INTERNATIONAL SERIES TRUST
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expansion.  The strong economic conditions are forecast to continue with a broad
range of indicators  remaining robust,  including employment growth and consumer
confidence.  Inflation remains well contained, with no emerging pressures. These
conditions  lead to  increased  investo  confidence  the stock  market  and as a
result, the market index has recorded a steady growth since 1992.

     On August 14th 2000, the  chairpersons  of the Australia Stock Exchange and
the New Zealand  Stock  Exchange  agreed that a merger of the two  exchanges has
some merits.  The combination of the stock exchanges was taking place anyway, as
more and more Australian and New Zealan companies have now dual listing. The two
states are becoming more financially and  economically  integrate over time, and
more New Zealand companies are now adopting Australian accounting conventions.

     Some tangible merits of the merger will include a higher  visibility of New
Zealand  companies and the  possibility  of more  allocation of funds into those
companies by Australian and international money managers.  A higher weighting of
the combined  stock  exchanges  in the MSCI  indexes and other  widely  followed
indexes will compel index  managers to also  increase  their  allocation to that
region.

     Management  research  indicates  that  Australia is a 3 million square mile
continent  (about  the  size  of  the  48  continental  United  States)  with  a
predominantly European ethnic population of 18.2 million people. A member of the
British Commonwealth, its government is a democratic,  federal-state system. The
country has a western style  capitalist  economy with a workforce of 9.2 million
people that is concentrated in services,  mining,  and agriculture.  Australia's
agricultural  sector specializes in wheat and sheep rearing and together,  these
two  activities  account for more than half of the  country's  export  revenues.
Australia also possesses  natural  resources  such as bauxite,  coal,  iron ore,
copper,  tin, silver,  uranium,  nickel,  tungsten,  mineral sands,  lead, zinc,
diamonds,  natural gas, and oil. The health of the country's domestic economy is
particularly  sensitive to  movements in the world prices of these  commodities.
Primary trading partners are the United States, Japan, South Korea, New Zealand,
the United  Kingdom and  Germany.  Imports  revolve  around  machinery  and high
technology   equipment.   Historically,   Australia's  strong  points  were  its
agricultural and mining sectors.

WHAT DOES THIS ALL MEAN TO YOU?

     The Board of Trustees has voted and agreed to expand its investment profile
to include  Australian  companies.  The Board is confident  that  expanding this
scope will yield a greater return for the Fund and its investors  while reducing
risk due to the broadening of the investment market.

HOW DOES THE BOARD RECOMMEND THAT I VOTE ON PROPOSAL #4?

            THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL
                                 OF PROPOSAL #4.
--------------------------------------------------------------------------------

                                      -12-
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                     COMMONWEALTH INTERNATIONAL SERIES TRUST
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--------------------------------------------------------------------------------

                                ABOUT THE BALLOT
                                ----------------

Shown  below is the ballot  that you will use to vote on the  matters  described
above and hereafter in these proxy materials.
--------------------------------------------------------------------------------
        PROXY                                                       PROXY
--------------------------------------------------------------------------------

                THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
                   OF COMMONWEALTH INTERNATIONAL SERIES TRUST
                                 for its series
                        COMMONWEALTH NEW ZEALAND FUND and
                             COMMONWEALTH JAPAN FUND

                         SPECIAL MEETING OF SHAREHOLDERS
                   December 22, 2000 - 10:00 A.M. CENTRAL TIME

     The undersigned  hereby revokes all previous  proxies for his or her shares
and appoints Linda Coyne and Krista Ziegler and each of them, with full power of
substitution,  as  Proxies,  and hereby  authorizes  them to vote as  designated
below, as effectively as the undersigned could do if personally present, all the
shares of  Commonwealth  International  Series Trust ("Trust") held of record by
the undersigned on November 17, 2000, at the Special Meeting of Shareholders, or
any adjournment  thereof,  to be held at 10:00 a.m. Central Time on December 22,
2000 at 5847 San Felipe, Suite 850, Houston, Texas 77057.

--------------------------------------------------------------------------------

SHAREHOLDERS OF COMMONWEALTH JAPAN FUND VOTE ON PROPOSALS 1, 2, 3, AND 5.

SHAREHOLDERS  OF COMMONWEALTH NEW ZEALAND FUND VOTE ON ALL PROPOSALS.

--------------------------------------------------------------------------------

1.   Election  of  Board  of  Trustees.   [Commonwealth  New  Zealand  Fund  and
     Commonwealth Japan Funds shareholders vote on this item.]

     /_/  FOR  all nominees listed below     /_/  WITHHOLD AUTHORITY  to vote
          (except as indicated to the             for all the nominees listed
          contrary below)                         below

                                      -13-
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                     COMMONWEALTH INTERNATIONAL SERIES TRUST
          PRES14A Preliminary Proxy Statement - Date Filed: 11/3/2000
--------------------------------------------------------------------------------

     (INSTRUCTION:  To withhold  authority to vote for any  individual  nominee,
     strike a line through the nominee's name in the list below.)

     JOHN AKARD, JR.    KATHLEEN D. KELLY    JACK H. EWING    ROBERT W. SCHARAR

2.   To ratify the selection of Briggs, Bunting & Dougherty,  LLP as independent
     auditors of the Trust [Commonwealth New Zealand Fund and Commonwealth Japan
     Funds shareholders vote on this item.]

     /_/   FOR                /_/   AGAINST          /_/   ABSTAIN

3.   To approve the Funds' Rule 12b-1 Plan.  [Commonwealth  New Zealand Fund and
     Commonwealth Japan Funds shareholders vote on this item.]

     /_/   FOR                /_/   AGAINST          /_/   ABSTAIN

4.   To approve the new investment  objectives and policies of the  Commonwealth
     New Zealand Fund.  [Commonwealth New Zealand Fund shareholders vote on this
     item.]

     /_/   FOR                /_/   AGAINST          /_/   ABSTAIN

5.   To approve the change of name of the  Commonwealth  New Zealand Fund to the
     Commonwealth  Australia/New  Zealand Fund.  [Commonwealth  New Zealand Fund
     shareholders vote on this item.].

     /_/   FOR                /_/   AGAINST          /_/   ABSTAIN

6.   Transaction  of such other business as may properly come before the Meeting
     or  any  adjournment(s)   thereof.   [Commonwealth  New  Zealand  Fund  and
     Commonwealth Japan Funds shareholders vote on this item.]

     /_/   FOR                /_/   AGAINST          /_/   ABSTAIN

PLEASE VOTE,  SIGN, DATE AND RETURN THIS PROXY  IMMEDIATELY IN THE  POSTAGE-PAID
ENVELOPE PROVIDED.

     This  Proxy is  solicited  on  behalf of the  Board of  Trustees,  and when
properly executed,  will be voted as specified. If no specification is made, the
undersigned's vote will be cast FOR the election of all Trustees, FOR Proposal 1
(for  shareholders of Commonwealth  Japan Fund only), and FOR Proposal 3. If any
other  matters  properly  come before the meeting of which the Trustees were not
aware  a  reasonable  time  before  the  solicitation,  the  undersigned  hereby
authorizes  proxy  holders  to vote in their  discretion  on such  matters.  The
undersigned  acknowledges  receipt of the Notice of Meeting and Proxy  Statement
dated __________, 2000.

                                      -14-
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                     COMMONWEALTH INTERNATIONAL SERIES TRUST
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--------------------------------------------------------------------------------

     Please sign  exactly as your name or names  appear  below.  When shares are
held by joint  tenants,  both should  sign.  If signing as  attorney,  executor,
trustee or in any other  representative  capacity,  or as a  corporate  officer,
please give full title. Please date the proxy.

--------------------------------------------------------------------------------

                                             Signature

                                             Dated:         , 2000
                                                   ---------

/_/  Check here if you plan to attend the Meeting. _______ persons will attend.

                                      -15-
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                     COMMONWEALTH INTERNATIONAL SERIES TRUST
          PRES14A Preliminary Proxy Statement - Date Filed: 11/3/2000
--------------------------------------------------------------------------------

                                    EXHIBIT A
                     COMMONWEALTH INTERNATIONAL SERIES TRUST
                             COMMONWEALTH JAPAN FUND
                              12b-1 PLAN AGREEMENT

                     COMMONWEALTH INTERNATIONAL SERIES TRUST
                                  on behalf of
                             COMMONWEALTH JAPAN FUND
                           5847 San Felipe, Suite 850
                              Houston, Texas 77057

                          SERVICE AND DISTRIBUTION PLAN

     INTRODUCTION:  It has been  determined  that  Commonwealth  Japan Fund (the
"Fund"), a series of Commonwealth International Series Trust (the "Trust"), will
pay for certain costs and expenses  incurred in connection with the distribution
of its  shares and  servicing  of its  shareholders  and adopt the  Service  and
Distribution Plan (the "Plan") set forth herein pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "Act").

     The Board of Trustees, in considering whether the Fund should implement the
Plan,  has requested and evaluated such  information  as it deemed  necessary to
make an informed  determination as to whether the Plan should be implemented and
has considered such pertinent  factors as it deemed  necessary to form the basis
for a decision to use assets of the Fund for such purposes.

     In voting to approve the  implementation  of the Plan,  the  Trustees  have
concluded, in the exercise of their reasonable business judgment and in light of
their respective  fiduciary duties,  that there is a reasonable  likelihood that
the Plan will benefit the Fund and its existing and future shareholders.

     THE PLAN: The material aspects of the financing by the Fund of distribution
expenses to be incurred in connection  with securities of which it is the issuer
are as follows:

     1. The Fund will reimburse the Distributor (the Distributor") for costs and
expenses incurred in connection with the distribution and marketing of shares of
beneficial  interest  of the  Fund  and  servicing  of Fund  shareholders.  Such
distribution and servicing costs and expenses may include (1) printing and

                                      -16-
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                     COMMONWEALTH INTERNATIONAL SERIES TRUST
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advertising  expenses;  (2) payments to employees or agents of  Distributor  who
engage in or  support  distribution  of the  Fund's  shares,  including  salary,
commissions,  travel and related expenses; (3) the costs of preparing,  printing
and distributing prospectuses and reports to prospective investors; (4) expenses
of organizing and conducting sales seminars; (5) expenses related to selling and
servicing efforts,  including processing new account applications,  transmitting
customer  transaction  information  to the Fund's  transfer  agent and answering
questions of  shareholders;  (6) payments of fees to one or more  broker-dealers
(which may include Distributor itself), financial institutions or other industry
professionals,  such as investment  advisers,  accountants  and estate  planning
firms  (severally,  a "Service  Organization"),  in respect of the average daily
value of the Fund's  shares which are Plan Asset (see below) and which are owned
by  shareholders  for whom the Service  Organization  is the dealer of record or
holder of record, or owned by shareholders,  with whom the Service  Organization
has a servicing  relationship;  (7) costs and expenses  incurred in implementing
and operating the Plan; and (8) such other similar  services as the Fund's Board
of Trustees determines to be reasonably calculated to result in the sale of Fund
shares.

     Subject to the  limitations  of applicable  law and  regulation,  including
rules of the National  Association of Securities  Dealers ("NASD"),  Distributor
will be  reimbursed  monthly for such  costs,  expenses or payments at an annual
rate of up to but not more than  0.35% of the  average  daily net  assets of the
Fund ("Plan Assets").  Any expense payable  hereunder may be carried forward for
reimbursement  for up to twelve  months beyond the date on which it is incurred,
subject  always to the limit payable  pursuant to the Plan. The Fund shall incur
no interest or carrying  charges for expenses carried forward . In the event the
Plan is  terminated  as herein  provided,  the Fund shall have no liability  for
expenses that were not reimbursed as of the date of termination.

     2. Subject to the limits herein and the  requirements of applicable law and
regulations,  including rules of the NASD, Distributor may designate as "Service
Fees",   as  that  term  is  defined   by   applicable   rules  and   regulatory
interpretations  applicable to payments  under a plan such as the Plan,  some or
all of any payments made to Service Organizations (including Distributor itself)
for services that may be covered by "Service  Fees",  as so defined.  Out of the
amounts received  pursuant to Section 1 above,  Distributor may periodically pay
amounts totaling in the aggregate up to 0.25% of the Plan Assets to one

                                      -17-
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                     COMMONWEALTH INTERNATIONAL SERIES TRUST
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--------------------------------------------------------------------------------

or more Service  Organizations (which may include Distributor itself) as fees in
respect of Plan Assets owned by shareholders for whom the Service  Organizations
are the dealers of record or holders of record,  or owned by  shareholders  with
whom the Service Organizations have servicing  relationships.  Such fees will be
computed  daily and paid  quarterly  by the  Distributor  at an annual  rate not
exceeding  0.25% of the Plan Assets owned by  shareholders  for whom the Service
Organizations  are the  dealers  of record or  holders  of  record,  or owned by
shareholders with whom the Service Organizations have servicing relationships.

     The  payment to a Service  Organization  is subject  to  compliance  by the
Service  Organization  with the terms of a Selling Group  Agreement  between the
Service  Organization  and  Distributor  (the  "Agreement"),  a form of which is
attached hereto as Exhibit A. If a shareholder of the Fund ceases to be a client
of a Service  Organization  that has entered into an Agreement with Distributor,
but continues to hold shares of the Fund which are Plan Assets, Distributor will
be entitled to receive a similar payment in respect of the servicing provided to
such investors. For the purposes of determining the fees payable under the Plan,
the average  daily net asset  value of the Plan Assets  shall be computed in the
same manner specified in the Fund's  Declaration of Trust and current prospectus
for the computation of the value of the Fund's net asset value per share.

     3. The Board of Trustees  shall be  provided,  at least  quarterly,  with a
written  report of all amounts  expended  pursuant to the Plan. The report shall
state the purposes for which the amounts were expended.

     4. The Plan  will  become  effective  immediately  upon  approval  by (a) a
majority of the outstanding voting securities of the Fund, and (b) a majority of
the  Board  of  Trustees,  including  a  majority  of the  Trustees  who are not
"interested  persons"  (as defined in the Act) of the Fund and have no direct or
indirect  financial  interest in the operation of the Plan or in any  agreements
entered into in connection  with the Plan (the "Plan  Trustees"),  pursuant to a
vote  cast in  person  at a  meeting  called  for the  purpose  of voting on the
approval  of the Plan.  With regard to the other  series of the Trust,  the Plan
will become  effective as to each such series upon approval by (a) a majority of
the outstanding voting

                                      -18-
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                     COMMONWEALTH INTERNATIONAL SERIES TRUST
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--------------------------------------------------------------------------------

securities  of such  series,  and  (b) a  majority  of the  Board  of  Trustees,
including a majority of the Plan Trustees,  pursuant to a vote cast in person at
a meeting called for such purpose.

     5. The Plan  shall  continue  for a period of one year  from its  effective
date,  unless earlier  terminated in accordance  with its terms,  and thereafter
shall  continue  automatically  for  successive  annual  periods,  provided such
continuance  is  approved by a majority  of the Board of  Trustees,  including a
majority  of the Plan  Trustees,  pursuant to a vote cast in person at a meeting
called for the purpose of voting on the continuance of the Plan.

     6. The Plan may be  amended at any time by the Board of  Trustees  provided
that (a) any  amendment  to  increase  materially  the costs which the Fund or a
series may bear for  distribution  pursuant to the Plan shall be effective  only
upon approval by a vote of a majority of the  outstanding  voting  securities of
the respective  series or the Fund and (b) any material  amendments of the terms
of the Plan shall become  effective  only upon approval as provided in paragraph
4(b) hereof.

     7. The Plan is terminable  without  penalty at any time with respect to any
series or the Fund by (a) vote of a majority of the Plan  Trustees,  or (b) vote
of a majority of the outstanding  voting  securities of the respective series or
the Fund.

     8. Any  person  authorized  to direct  the  disposition  of monies  paid or
payable  by the Fond  pursuant  to the  Plan or any  agreement  entered  into in
connection  with the Plan shall provide to the Board of Trustees,  and the Board
of Trustees shall review,  at least  quarterly,  a written report of the amounts
expended  pursuant to the Plan and the purposes for which such expenditures were
made.

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

     10. The Fund shall preserve copies of the Plan, any agreement in connection
with the Plan, and any report made pursuant to paragraph 8 hereof,  for a period
of not less than six years from the date

                                      -19-
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                     COMMONWEALTH INTERNATIONAL SERIES TRUST
          PRES14A Preliminary Proxy Statement - Date Filed: 11/3/2000
--------------------------------------------------------------------------------

of the  Plan,  such  agreement  or  report,  the  first  two  years in an easily
accessible place.

                                        COMMONWEALTH INTERNATIONAL SERIES TRUST
                                        on behalf of
                                        COMMONWEALTH JAPAN FUND

Date: _____________________             By:_________________________________
                                              Robert W. Scharar
                                              President
Attest:
___________________________
Terence P. Smith
Assistant Secretary

                                      -20-
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                     COMMONWEALTH INTERNATIONAL SERIES TRUST
          PRES14A Preliminary Proxy Statement - Date Filed: 11/3/2000
--------------------------------------------------------------------------------

                                    EXHIBIT B
                     COMMONWEALTH INTERNATIONAL SERIES TRUST
                          COMMONWEALTH NEW ZEALAND FUND
                              12b-1 PLAN AGREEMENT

                     COMMONWEALTH INTERNATIONAL SERIES TRUST
                                  on behalf of
                          COMMONWEALTH NEW ZEALAND FUND
                           5847 San Felipe, Suite 850
                              Houston, Texas 77057

                          SERVICE AND DISTRIBUTION PLAN

     INTRODUCTION:  It has been  determined that  Commonwealth  New Zealand Fund
(the "Fund"), a series of Commonwealth International Series Trust (the "Trust"),
will  pay for  certain  costs  and  expenses  incurred  in  connection  with the
distribution  of its  shares and  servicing  of its  shareholders  and adopt the
Service and  Distribution  Plan (the "Plan") set forth  herein  pursuant to Rule
12b-1 under the Investment Company Act of 1940 (the "Act").

     The Board of Trustees, in considering whether the Fund should implement the
Plan,  has requested and evaluated such  information  as it deemed  necessary to
make an informed  determination as to whether the Plan should be implemented and
has considered such pertinent  factors as it deemed  necessary to form the basis
for a decision to use assets of the Fund for such purposes.

     In voting to approve the  implementation  of the Plan,  the  Trustees  have
concluded, in the exercise of their reasonable business judgment and in light of
their respective  fiduciary duties,  that there is a reasonable  likelihood that
the Plan will benefit the Fund and its existing and future shareholders.

     THE PLAN: The material aspects of the financing by the Fund of distribution
expenses to be incurred in connection  with securities of which it is the issuer
are as follows:

     1. The Fund will reimburse the Distributor  ("the  Distributor")  for costs
and expenses  incurred in  connection  with the  distribution  and  marketing of
shares of beneficial  interest of the Fund and  servicing of Fund  shareholders.
Such distribution and servicing costs and expenses may include (1)

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printing  and  advertising  expenses;  (2)  payments to  employees  or agents of
Distributor  who  engage  in or  support  distribution  of  the  Fund's  shares,
including salary,  commissions,  travel and related  expenses;  (3) the costs of
preparing,  printing and  distributing  prospectuses  and reports to prospective
investors;  (4)  expenses of  organizing  and  conducting  sales  seminars;  (5)
expenses  related to selling and servicing  efforts,  including  processing  new
account  applications,  transmitting  customer  transaction  information  to the
Fund's transfer agent and answering  questions of shareholders;  (6) payments of
fees to one or more  broker-dealers  (which  may  include  Distributor  itself),
financial  institutions  or other  industry  professionals,  such as  investment
advisers,   accountants  and  estate  planning  firms  (severally,   a  "Service
Organization"), in respect of the average daily value of the Fund's shares which
are Plan Asset  (see  below)  and which are owned by  shareholders  for whom the
Service  Organization  is the dealer of record or holder of record,  or owned by
shareholders,  with whom the Service Organization has a servicing  relationship;
(7) costs and expenses  incurred in implementing and operating the Plan; and (8)
such other  similar  services as the Fund's Board of Trustees  determines  to be
reasonably calculated to result in the sale of Fund shares.

     Subject to the  limitations  of applicable  law and  regulation,  including
rules of the National  Association of Securities  Dealers ("NASD"),  Distributor
will be  reimbursed  monthly for such  costs,  expenses or payments at an annual
rate of up to but not more than  0.35% of the  average  daily net  assets of the
Fund ("Plan Assets").  Any expense payable  hereunder may be carried forward for
reimbursement  for up to twelve  months beyond the date on which it is incurred,
subject  always to the limit payable  pursuant to the Plan. The Fund shall incur
no interest or carrying  charges for expenses carried forward . In the event the
Plan is  terminated  as herein  provided,  the Fund shall have no liability  for
expenses that were not reimbursed as of the date of termination.

     2. Subject to the limits herein and the  requirements of applicable law and
regulations,  including rules of the NASD, Distributor may designate as "Service
Fees",   as  that  term  is  defined   by   applicable   rules  and   regulatory
interpretations  applicable to payments  under a plan such as the Plan,  some or
all of any payments made to Service Organizations (including Distributor itself)
for services that may be covered by "Service  Fees",  as so defined.  Out of the
amounts received pursuant to Section 1 above,

                                      -22-
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                     COMMONWEALTH INTERNATIONAL SERIES TRUST
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Distributor may  periodically  pay amounts totaling in the aggregate up to 0.25%
of the Plan  Assets to one or more  Service  Organizations  (which  may  include
Distributor  itself) as fees in respect of Plan Assets owned by shareholders for
whom the Service  Organizations  are the dealers of record or holders of record,
or owned by  shareholders  with whom the Service  Organizations  have  servicing
relationships.  Such  fees will be  computed  daily  and paid  quarterly  by the
Distributor  at an annual rate not  exceeding  0.25% of the Plan Assets owned by
shareholders  for whom the  Service  Organizations  are the dealers of record or
holders of record, or owned by shareholders with whom the Service  Organizations
have servicing relationships.

     The  payment to a Service  Organization  is subject  to  compliance  by the
Service  Organization  with the terms of a Selling Group  Agreement  between the
Service  Organization  and  Distributor  (the  "Agreement"),  a form of which is
attached hereto as Exhibit A. If a shareholder of the Fund ceases to be a client
of a Service  Organization  that has entered into an Agreement with Distributor,
but continues to hold shares of the Fund which are Plan Assets, Distributor will
be entitled to receive a similar payment in respect of the servicing provided to
such investors. For the purposes of determining the fees payable under the Plan,
the average  daily net asset  value of the Plan Assets  shall be computed in the
same manner specified in the Fund's  Declaration of Trust and current prospectus
for the computation of the value of the Fund's net asset value per share.

     3. The Board of Trustees  shall be  provided,  at least  quarterly,  with a
written  report of all amounts  expended  pursuant to the Plan. The report shall
state the purposes for which the amounts were expended.

     4. The Plan  will  become  effective  immediately  upon  approval  by (a) a
majority of the outstanding voting securities of the Fund, and (b) a majority of
the  Board  of  Trustees,  including  a  majority  of the  Trustees  who are not
"interested  persons"  (as defined in the Act) of the Fund and have no direct or
indirect  financial  interest in the operation of the Plan or in any  agreements
entered into in connection  with the Plan (the "Plan  Trustees"),  pursuant to a
vote  cast in  person  at a  meeting  called  for the  purpose  of voting on the
approval  of the Plan.  With regard to the other  series of the Trust,  the Plan
will

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become  effective as to each such series upon  approval by (a) a majority of the
outstanding voting securities of such series, and (b) a majority of the Board of
Trustees,  including a majority of the Plan Trustees, pursuant to a vote cast in
person at a meeting called for such purpose.

     5. The Plan  shall  continue  for a period of one year  from its  effective
date,  unless earlier  terminated in accordance  with its terms,  and thereafter
shall  continue  automatically  for  successive  annual  periods,  provided such
continuance  is  approved by a majority  of the Board of  Trustees,  including a
majority  of the Plan  Trustees,  pursuant to a vote cast in person at a meeting
called for the purpose of voting on the continuance of the Plan.

     6. The Plan may be  amended at any time by the Board of  Trustees  provided
that (a) any  amendment  to  increase  materially  the costs which the Fund or a
series may bear for  distribution  pursuant to the Plan shall be effective  only
upon approval by a vote of a majority of the  outstanding  voting  securities of
the respective  series or the Fund and (b) any material  amendments of the terms
of the Plan shall become  effective  only upon approval as provided in paragraph
4(b) hereof.

     7. The Plan is terminable  without  penalty at any time with respect to any
series or the Fund by (a) vote of a majority of the Plan  Trustees,  or (b) vote
of a majority of the outstanding  voting  securities of the respective series or
the Fund.

     8. Any  person  authorized  to direct  the  disposition  of monies  paid or
payable  by the Fond  pursuant  to the  Plan or any  agreement  entered  into in
connection  with the Plan shall provide to the Board of Trustees,  and the Board
of Trustees shall review,  at least  quarterly,  a written report of the amounts
expended  pursuant to the Plan and the purposes for which such expenditures were
made.

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

     10. The Fund shall preserve copies of the Plan, any agreement in connection
with the Plan, and any report made pursuant to paragraph 8 hereof,  for a period
of not less than six years from the date

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                     COMMONWEALTH INTERNATIONAL SERIES TRUST
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of the  Plan,  such  agreement  or  report,  the  first  two  years in an easily
accessible place.

                                        COMMONWEALTH INTERNATIONAL SERIES TRUST
                                        on behalf of
                                        COMMONWEALTH NEW ZEALAND FUND

Date: _____________________             By:_________________________________
                                              Robert M. Scharar
                                               President
Attest:

___________________________
Terence P. Smith
Assistant Secretary

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