DISTRIBUTION AGREEMENT
FREMONT MUTUAL FUNDS, INC.
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May 5, 1995
Funds Distributor, Inc.
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Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the above-named investment company (the
"Fund") has agreed that you shall be, for the period of this
agreement, the distributor of (a) shares of each Series of the
Fund set forth on Exhibit A hereto, as such Exhibit may be
revised from time to time (each, a "Series") or (b) if no Series
are set forth on such Exhibit, shares of the Fund. For purposes
of this agreement the term "Shares" shall mean the authorized
shares of the relevant Series, if any, and otherwise shall mean
the Fund's authorized shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of Shares
covered by, and in accordance with, the registration statement
and prospectus then in effect under the Securities Act of 1933,
as amended, and will transmit promptly any orders received by you
for purchase or redemption of Shares to the Transfer and Dividend
Disbursing Agent for the Fund of which the Fund has notified you
in writing.
1.2 You agree to use your best efforts to solicit orders
for the sale of Shares. It is contemplated that you may enter
into sales or servicing agreements with securities dealers,
financial institutions and other industry professionals, such as
investment advisers, accountants and estate planning firms, and
in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance
with all applicable laws, rules and regulations, including,
without limitations, all rules and regulations made or adopted
pursuant to the Investment Company Act of 1940, as amended, by
the Securities and Exchange Commission or any securities
association registered under the Securities Exchange Act of 1934,
as amended.
fremont\distribu.agr
1.4 Whenever in their judgment such action is warranted by
unusual market, economic or political conditions, or by abnormal
circumstances of any kind deemed by the parties hereto to render
sales of a Fund's Shares not in the best interest of the Fund,
the parties hereto may decline to accept any orders for, or make
any sales of, any Shares until such time as those parties deem it
advisable to accept such orders and to make such sales and each
party shall advise promptly the other party of any such
determination.
1.5 The Fund agrees to pay all costs and expenses in
connection with the registration of Shares under the Securities
Act of 1933, as amended, and all expenses in connection with
maintaining facilities for the issue and transfer of Shares and
for supplying information, prices and other data to be furnished
by the Fund hereunder, and all expenses in connection with the
preparation and printing of the Fund's prospectuses and
statements of additional information for regulatory purposes and
for distribution to shareholders; provided however, that the Fund
shall not pay any of the costs of advertising or promotion for
the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to
furnish any and all information and otherwise to take all actions
which may be reasonably necessary in the discretion of the Fund's
officers in connection with the qualification of Shares for sale
in such states as you may designate to the Fund and the Fund may
approve, and the Fund agrees to pay all expenses which may be
incurred in connection with such qualification. You shall pay
all expenses connected with your own qualification as a dealer
under state or Federal laws and, except as otherwise specifically
provided in this agreement, all other expenses incurred by you in
connection with the sale of Shares as contemplated in this
agreement.
1.7 The Fund shall furnish you from time to time, for use
in connection with the sale of Shares, such information with
respect to the Fund or any relevant Series and the Shares as you
may reasonably request, all of which shall be signed by one or
more of the Fund's duly authorized officers; and the Fund
warrants that the statements contained in any such information,
when so signed by the Fund's officers, shall be true and correct.
The Fund also shall furnish you upon request with: (a) semi-
annual reports and annual audited reports of the Fund's books and
accounts made by independent public accountants regularly
retained by the Fund, (b) quarterly earnings statements prepared
by the Fund, (c) a monthly itemized list of the securities in the
Fund's or, if applicable, each Series' portfolio, (d) monthly
balance sheets as soon as practicable after the end of each
month, and (e) from time to time such additional information
regarding the Fund's financial condition as you may reasonably
request.
1.8 The Fund represents to you that all registration
statements and prospectuses filed by the Fund with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as
amended, with respect to the Shares have been carefully prepared
in conformity with the requirements of said Acts and rules and
regulations of the Securities and Exchange Commission thereunder.
As used in this agreement the terms "registration statement" and
"prospectus" shall mean any registration statement and
prospectus, including the statement of additional information
incorporated by reference therein, filed with the Securities and
Exchange Commission and any amendments and supplements thereto
which at any time shall have been filed with said Commission.
The Fund represents and warrants to you that any registration
statement and prospectus, when such registration statement
becomes effective, will contain all statements required to be
stated therein in conformity with said Acts and the rules and
regulations of said Commission; that all statements of fact
contained in any such registration statement and prospectus will
be true and correct when such registration statement becomes
effective; and that neither any registration statement nor any
prospectus when such registration statement becomes effective
will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The Fund may, but
shall not be obligated to, propose from time to time such
amendment or amendments to any registration statement and such
supplement or supplements to any prospectus as, in the light of
future developments may, in the opinion of the Fund's counsel, be
necessary or advisable. If the Fund shall not propose such
amendment or amendments and/or supplement or supplements within
fifteen days after receipt by the Fund of a written request from
you to do so, you may, at your option, terminate this agreement
or decline to make offers of the Fund's securities until such
amendments are made. The Fund shall not file any amendment to
any registration statement or supplement to any prospectus
without giving you reasonable notice thereof in advance;
provided, however, that nothing contained in this agreement shall
in any way limit the Fund's right to file at any time such
amendments to any registration statement and/or supplements to
any prospectus, of whatever character, as the Fund may deem
advisable, such right being in all respects absolute and
unconditional.
1.9 The Fund authorizes you and any dealers with whom you
have entered into dealer agreements to use any prospectus in the
form furnished by the Fund in connection with the sale of Shares.
The Fund agrees to indemnify, defend and hold you, your several
officers and directors, and any person who controls you within
the meaning of Section 15 of the Securities Act of 1933, as
amended, free and harmless from and against any and all claims,
demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities
and any counsel fees incurred in connection therewith) which you,
your officers and directors, or any such controlling persons, may
incur under the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, or common law or
otherwise, arising out of or on the basis of any untrue
statement, or alleged untrue statement, of a material fact
required to be stated in either any registration statement or any
prospectus or any statement of additional information, or arising
out of or based upon any omission, or alleged omission, to state
a material fact required to be stated in any registration
statement, any prospectus or any statement of additional
information or necessary to make the statements in any of them
not misleading, except that the Fund's agreement to indemnify
you, your officers or directors, and any such controlling person
will not be deemed to cover any such claim, demand, liability or
expense to the extent that it arises out of or is based upon any
such untrue statement, alleged untrue statement, omission or
alleged omission made in any registration statement, any
prospectus or any statement of additional information in reliance
upon information furnished by you, your officers, directors or
any such controlling person to the Fund or its representatives
for use in the preparation thereof, and except that the Fund's
agreement to indemnify you and the Fund's representations and
warranties set out in paragraph 1.8 of this Agreement will not be
deemed to cover any liability to the Funds or their shareholders
to which you would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
your duties, or by reason of your reckless disregard of your
obligations and duties under this Agreement ("Disqualifying
Conduct"). The Fund's agreement to indemnify you, your officers
and directors, and any such controlling person, as aforesaid, is
expressly conditioned upon the Fund's being notified of any
action brought against you, your officers or directors, or any
such controlling person, such notification to be given by letter,
by facsimile or by telegram addressed to the Fund at its address
set forth above within a reasonable period of time after the
summons or other first legal process shall have been served. The
failure so to notify the Fund of any such action shall not
relieve the Fund from any liability which the Fund may have to
the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, otherwise
than on account of the Fund's indemnity agreement contained in
this paragraph 1.9. The Fund will be entitled to assume the
defense of any suit brought to enforce any such claim, demand or
liability, but in such case, such defense shall be conducted by
counsel of good standing chosen by the Fund and approved by you.
In the event the Fund elects to assume the defense of any such
suit and retain counsel of good standing approved by you, the
defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but
in case the Fund does not elect to assume the defense of any such
suit, the Fund will reimburse you, your officers and directors,
or the controlling person or persons named as defendant or
defendants in such suit, for the fees and expense of any counsel
retained by you or them. The Fund's indemnification agreement
contained in this paragraph 1.9 and the Fund's representations
and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or
on behalf of you, your officers and directors, or any controlling
person, and shall survive the delivery of any Shares. This
agreement of indemnity will inure exclusively to your benefit, to
the benefit of your several officers and directors, and their
respective estates, and to the benefit of any controlling persons
and their successors. The Fund agrees promptly to notify you of
the commencement of any litigation or proceedings against the
Fund or any of its officers or Board members in connection with
the issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its
several officers and Board members, and any person who controls
the Fund within the meaning of Section 15 of the Securities Act
of 1933, as amended, free and harmless from and against any and
all claims, demands, liabilities and expenses (including the cost
of investigating or defending such claims, demands or liabilities
and any counsel fees incurred in connection therewith) which the
Fund, its officers or Board members, or any such controlling
person, may incur under the Securities Act of 1933, as amended,
the Investment Company Act of 1940, as amended, or under common
law or otherwise, but only to the extent that such liability or
expense incurred by the Fund, its officers or Board members, or
such controlling person resulting from such claims or demands,
(a) shall arise out of or be based upon any unauthorized sales
literature, advertisements, information, statements or
representations or any Disqualifying Conduct in connection with
the offering and sale of any Shares, or (b) shall arise out of or
be based upon any untrue, or alleged untrue, statement of a
material fact contained in information furnished in writing by
you to the Fund specifically for use in the Fund's registration
statement and used in the answers to any of the items of the
registration statement or in the corresponding statements made in
the prospectus or statement of additional information, or shall
arise out of or be based upon any omission, or alleged omission,
to state a material fact in connection with such information
furnished in writing by you to the Fund and required to be stated
in such answers or necessary to make such information not
misleading. Your agreement to indemnify the Fund, its officers
and Board members, and any such controlling person, as aforesaid,
is expressly conditioned upon your being notified of any action
brought against the Fund, its officers or Board members, or any
such controlling person, such notification to be given by letter,
by facsimile or by telegram addressed to you at your address set
forth above within a reasonable period of time after the summons
or other first legal process shall have been served. You shall
have the right to control the defense of such action, with
counsel of your own choosing, satisfactory to the Fund, if such
action is based solely upon such alleged misstatement or omission
on your part, and in any other event the Fund, its officers or
Board members, or such controlling person shall each have the
right to participate in the defense or preparation of the defense
of any such action. The failure so to notify you of any such
action shall not relieve you from any liability which you may
have to the Fund, its officers or Board members, or to such
controlling person by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise
than on account of your indemnity agreement contained in this
paragraph 1.10. This agreement of indemnity will inure
exclusively to the Fund's benefit, to the benefit of the Fund's
officers and Board members, and their respective estates, and to
the benefit of any controlling persons and their successors. You
agree promptly to notify the Fund of the commencement of any
litigation or proceedings against you or any of your officers or
directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund
under any of the provisions of this agreement and no orders for
the purchase or sale of such Shares hereunder shall be accepted
by the Fund if and so long as the effectiveness of the
registration statement then in effect or any necessary amendments
thereto shall be suspended under any of the provisions of the
Securities Act of 1933, as amended, or if and so long as a
current prospectus as required by Section 10 of said Act, as
amended, is not on file with the Securities and Exchange
Commission; provide, however, that nothing contained in this
paragraph 1.11 shall in any way restrict or have an application
to or bearing upon the Fund's obligation to repurchase any Shares
from any shareholder in accordance with the provisions of the
Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement or
prospectus then in effect or for additional information;
(b) in the event of the issuance by the Securities and
Exchange Commission of any stop order suspending the
effectiveness of the registration statement or prospectus
then in effect or the initiation of any proceeding for that
purpose;
(c) of the happening of any event which makes untrue
any statement of a material fact made in the registration
statement or prospectus then in effect or which requires the
making of a change in such registration statement or
prospectus in order to make the statements therein not
misleading; and
(d) of all actions of the Securities and Exchange
Commission with respect to any amendments to any
registration statement or prospectus which may from time to
time be filed with the Securities and Exchange Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you at a
price per share (the "offering price") approximately equal to (a)
the net asset value (determined in the manner set forth in the
Fund's charter documents) plus (b) a sales charge, if any and
except to those persons set forth in the then-current prospectus,
which shall be the percentage of the offering price of such
Shares as set forth in the Fund's then-current prospectus. The
offering price, if not an exact multiple of one cent, shall be
adjusted to the nearest cent. In addition, Shares of any class
of the Fund offered for sale by you may be subject to a
contingent deferred sales charge as set forth in the Fund's then-
current prospectus. You shall be entitled to receive any sales
charge or contingent deferred sale charge in respect of the
Shares. Any payments to dealers shall be governed by a separate
agreement between you and such dealer and the Fund's then-current
prospectus.
3. Term
This Agreement shall become effective with respect to the
Fund as of the date hereof and will continue for an initial one-
year term and will continue thereafter so long as such
continuance is specifically approved at least annually (i) by the
Fund's Board or (ii) by a vote of a majority (as defined in the
Investment Company Act of 1940) of the Shares of the Fund or the
relevant Series, as the case may be, provided that in either
event its continuance also is approved by a majority of the Board
members who are not "interested persons" (as defined in said Act)
of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This
agreement is terminable with respect to a Fund, without penalty,
on not less than sixty days' notice, by the Fund's Board of
Directors, by vote of a majority (as defined in the Investment
Company Act of 1940) of the outstanding voting securities of such
Fund, or by you.
4. Miscellaneous
4.1 The Fund recognizes that your directors, officers and
employees may from time to time serve as directors, trustees,
officers and employees of corporations and business trusts
(including other investment companies), and that you or your
affiliates may enter into distribution or other agreements with
such other corporations and trusts.
4.2 No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in
writing signed by the party against which an enforcement of the
change, waiver, discharge or termination is sought.
4.3 This Agreement shall be governed by the internal laws
of the Commonwealth of Massachusetts without giving effect to
principles of conflicts of laws.
4.4 If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule, or otherwise,
the remainder of this Agreement shall not be affected thereby.
This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors.
Please confirm that the foregoing is in accordance with your
understanding and indicate your acceptance hereof by signing
below, whereupon it shall become a binding agreement between us.
Very truly yours,
FREMONT MUTUAL FUNDS, INC.
By: /s/ ▇.▇. ▇▇▇▇, ▇▇.
▇.▇. ▇▇▇▇, ▇▇.
Executive Vice President
& Director
Accepted:
FUNDS DISTRIBUTOR, INC.
By: /s/ ▇▇▇▇▇▇ ▇. Tower
EXHIBIT A
Series of Funds
FREMONT MUTUAL FUNDS, INC.
Fremont Money Market Fund
Fremont Bond Fund
Fremont Global Fund
Fremont Growth Fund
Fremont International Growth Fund
Fremont International Small Cap Fund
Fremont U.S. Micro-Cap Fund
Fremont California Intermediate Tax-Free Fund
