FREMONT FUNDS, INC.
FORM OF
OPERATING EXPENSES AGREEMENT
THIS OPERATING EXPENSES AGREEMENT (the "Agreement") is effective as of
March 1, 1999, by and between FREMONT FUNDS, INC., (the "Fund Group"), a
Maryland corporation, on behalf of each series of the Fund Group listed in
Appendix A, as may be amended from time to time (each a "Fund" and collectively
the "Funds"), and the Manager of each of the Funds, Fremont Investment Advisors,
Inc. (the "Manager").
WITNESSETH:
WHEREAS, the Manager renders advice and services to the Funds pursuant
to the terms and provisions of an Investment Advisory and Administrative
Services Agreement between the Fund Group and the Manager dated November 15,
1998, (the "Investment Management Agreement"); and
WHEREAS, the Funds are responsible for, and have assumed the
obligation for, payment of certain expenses pursuant the Investment Management
Agreement that have not been assumed by the Manager; and
WHEREAS, the Manager desires to limit the Funds' respective Operating
Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant to
the terms and provisions of this Agreement, and the Fund Group (on behalf of the
Funds) desires to allow the Manager to implement those limits;
NOW THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties, intending to be legally bound
hereby, mutually agree as follows:
1. LIMIT ON OPERATING EXPENSES. The Manager hereby agrees to limit
each Fund's Operating Expenses to the respective annual rate of total Operating
Expenses specified for that Fund in APPENDIX A of this Agreement.
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2. DEFINITION. For purposes of this Agreement, the term "Operating
Expenses" with respect to a Fund is defined to include all expenses necessary or
appropriate for the operation of the Fund including the Manager's investment
advisory and administrative fees under Paragraph 5 of the Investment Management
Agreement, and other expenses described in Paragraph 4 of the Investment
Management Agreement, but does not include any taxes, interest, brokerage
commissions, expenses incurred in connection with any merger or reorganization
or extraordinary expenses such as litigation.
3. REIMBURSEMENT OF FEES AND EXPENSES. The Manager retains its right
to receive reimbursement of reductions of its investment management fee and
Operating Expenses paid by it that are not its responsibility under the
Investment Management Agreement.
4. TERM. This Agreement shall become effective on the date specified
herein and shall remain in effect for a period of one (1) year, unless sooner
terminated as provided in Paragraph 5 of this Agreement. This Agreement shall
continue in effect thereafter for additional periods not exceeding one (1) year
so long as such continuation is approved for each Fund at least annually by the
Board of Directors of the Fund Group (and separately by the disinterested
Directors of the Fund Group).
5. TERMINATION. This Agreement may be terminated by the Fund Group on
behalf of any one or more of the Funds at any time without payment of any
penalty or by the Board of Directors of the Fund Group, upon sixty (60) days'
written notice to the Manager. The Manager may decline to renew this Agreement
by written notice to the Fund Group at least thirty (30) days before its annual
expiration date.
6. ASSIGNMENT. This Agreement and all rights and obligations hereunder
may not be assigned without the written consent of the other party.
7. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute or rule, or shall be otherwise
rendered invalid, the remainder of this Agreement shall not be affected thereby.
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8. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of California without giving effect to
the conflict of laws principles thereof; provided that nothing herein shall be
construed to preempt, or to be inconsistent with, any federal law, regulation or
rule, including the Investment Company Act of 1940, as amended and the
Investment Advisers Act of 1940, as amended and any rules and regulations
promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested by their duly authorized officers, all on the day
and year first above written.
FREMONT FUNDS, INC.
______________________________________
By: __________________________________
Title: _______________________________
FREMONT INVESTMENT ADVISORS, INC.
______________________________________
By: __________________________________
Title: _______________________________
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FREMONT MUTUAL FUNDS, INC.
OPERATING EXPENSES AGREEMENT
APPENDIX A
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FUND TOTAL OPERATING EXPENSES PERIOD
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Global Fund N/A 3/1/99 through 3/1/00
International Growth Fund 1.50% 3/1/99 through 3/1/00
International Small Cap Fund 1.50% 3/1/99 through 3/1/00
Emerging Markets Fund 1.50% 3/1/99 through 3/1/00
U.S. Micro-Cap Fund 1.98% 3/1/99 through 3/1/00
U.S. Small Cap Fund 1.50% 3/1/99 through 3/1/00
Select Fund 1.40% 3/1/99 through 3/1/00
Growth Fund N/A 3/1/99 through 3/1/00
Real Estate Securities Fund 1.50% 3/1/99 through 3/1/00
Bond Fund Waiver .05bp of 15 bp admin fee 3/1/99 through 3/1/00
Money Market Fund N/A 3/1/99 through 3/1/00
California Intermediate
Tax-Free Fund 0.49% 3/1/99 through 3/1/00
Institutional
U.S. Micro-Cap Fund 1.25% 3/1/99 through 3/1/00