ADMINISTRATION AGREEMENT
AGREEMENT made as of February 28, 1997 between Fremont Investment
Advisors, Inc. ("Fremont"), a California corporation having its principal
place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and
Countrywide Fund Services, Inc. ("Countrywide"), an Ohio corporation having
its principal place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
WHEREAS, Fremont is registered as an investment adviser under the
Investment Advisers Act of 1940 and has entered into an investment advisory
agreement (the "Management Agreement") with Fremont Mutual Funds, Inc. (the
"Funds"); and
WHEREAS, the Funds have been organized as a Maryland corporation to
operate as an investment company registered under the Investment Company Act
of 1940; and
WHEREAS, Fremont provides investment management and
administrative services to the Funds pursuant to the Management
Agreement; and
WHEREAS, Fremont wishes to avail itself of the information, advice,
assistance and facilities of Countrywide to perform on behalf of the Funds the
administrative services as hereinafter described; and
WHEREAS, Countrywide wishes to provide such services to
Fremont under the conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, Fremont and Countrywide agree as follows:
1. EMPLOYMENT. Fremont, being duly authorized, hereby
employs Countrywide to perform those services described in this
Agreement. Countrywide shall perform the obligations thereof
upon the terms and conditions hereinafter set forth.
2. FUND ADMINISTRATION. Subject to the direction and control of
Fremont, Countrywide shall assist Fremont in supervising the Funds' business
affairs not otherwise supervised by other agents of the Funds. The duties and
responsibilities to be performed by Countrywide shall include the following:
(1) preparation of all registration statements and prospectuses of the Funds,
semiannual reports on Form N-SAR and Rule 24f-2 Notices, and the filing
thereof with the appropriate federal regulatory authorities; (2) filing of all
public financial statements and financial reports with the appropriate federal
regulatory authorities, and the distribution to shareholders of the Funds; (3)
review of all marketing materials prepared on
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behalf of the Funds, and the filing thereof with the National Association of
Securities Dealers, Inc.; (4) coordination and liaison between the Funds and
their outside legal counsel; (5) management and scheduling of regular meetings
of the Funds' Board of Directors, and in connection therewith, providing all
necessary assistance in the conduct of such meetings, and the maintenance of
minutes of such meetings (provided, however, that Countrywide will be
reimbursed by Fremont for expenses incurred by its employees in attending any
such meetings); and (6) supplying or obtaining on behalf of the Funds such
other advice or assistance as may be necessary or desirable in the continuing
administration of the Funds' business affairs.
3. RECORDKEEPING AND OTHER INFORMATION. Countrywide shall create and
maintain all necessary records in accordance with all applicable laws, rules
and regulations, including but not limited to records required by Section
31(a) of the Investment Company Act of 1940 and the rules thereunder, as the
same may be amended from time to time, pertaining to the various functions
performed by it and not otherwise created and maintained by another party
pursuant to contract with the Funds. Where applicable, such records shall be
maintained by Countrywide for the periods and in the places required by Rule
31a-2 under the Investment Company Act of 1940.
4. AUDIT, INSPECTION AND VISITATION. Countrywide shall make available
to Fremont during regular business hours all records and other data created
and maintained pursuant to the foregoing provisions of this Agreement for
reasonable audit and inspection by the Funds or any regulatory agency having
authority over the Funds.
5. COMPENSATION. For the performance of its obligations under this
Agreement, Fremont shall pay to Countrywide, with respect to the nine (9)
existing series, a monthly fee of $6,500, to be paid in arrears. Such monthly
fee shall be increased by $500 for each new series of shares, or each new
class of any existing or future series, offered for sale by Fremont Mutual
Funds. Fremont is solely responsible for the payment of fees to Countrywide,
and Countrywide agrees to seek payment of its fees solely from Fremont.
Countrywide shall not reimburse Fremont for (or have deducted from its fees)
any expenses of the Funds in excess of expense limitations imposed by certain
state securities commissions having jurisdiction over the Funds.
6. LIMITATION OF LIABILITY. Countrywide shall not be liable for any
action taken, omitted or suffered to be taken by it in its reasonable
judgment, in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement, or in
accordance with instructions from Fremont, provided, however, that such acts
or omissions shall not have resulted from Countrywide's willful misfeasance,
bad faith or negligence.
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7. COMPLIANCE WITH THE INVESTMENT COMPANY ACT OF 1940. The parties
hereto acknowledge and agree that nothing contained herein shall be construed
to require Countrywide to perform any services for Fremont which services
could cause Countrywide to be deemed an "investment adviser" of the Funds
within the meaning of Section 2(a)(20) of the Investment Company Act of 1940
or to supersede or contravene the Prospectus or Statement of Additional
Information of the Funds or any provisions of the Investment Company Act of
1940 and the rules thereunder.
8. TERMINATION. This Agreement may be terminated by either party upon
thirty (30) days' written notice to the other party. This Agreement shall
terminate automatically in the event of termination of the Management
Agreement. Upon the termination of this Agreement, Fremont shall pay
Countrywide such compensation as may be payable for the period prior to the
effective date of such termination.
9. ABSENCE OF LIABILITY. Countrywide is hereby expressly put on
notice that the Funds are not contracting parties to this Agreement and assume
no obligations pursuant to this Agreement. Countrywide shall seek satisfaction
of any obligations arising out of this Agreement only from Fremont, and not
from the Funds nor the Funds' directors, officers, employees or shareholders.
Countrywide shall not act as agent for or bind either Fremont or the Funds in
any matter.
10. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Ohio. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first above written.
FREMONT INVESTMENT ADVISORS, INC.
By:______________________________
COUNTRYWIDE FUND SERVICES, INC.
By:______________________________
Its: President
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