EXHIBIT D.34
PORTFOLIO MANAGEMENT AGREEMENT
THIS PORTFOLIO MANAGEMENT AGREEMENT (the "Agreement") is dated and
effective as of December 12, 2002, among X.X. Xxxxxx Investment Management Inc.,
a Delaware corporation (the "Sub-Advisor"); Fremont Investment Advisors, Inc., a
Delaware corporation (the "Advisor"); and Fremont Mutual Funds, Inc., a Maryland
corporation (the "Fund").
WHEREAS, the Sub-Advisor is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), is engaged in
the business of supplying investment advice and investment management services,
and is a wholly-owned subsidiary of X.X. Xxxxxx Chase & Co., a bank holding
company;
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company and is authorized to issue separate series (the "Series"), each of which
may offer a separate class of shares of beneficial interest, each Series having
its own investment objective, policies and limitations; and
WHEREAS, the Fund offers shares of a particular series named the Fremont
Global Fund (the "Global Series"); and
WHEREAS, the Fund has retained the Advisor to render investment management
and administrative services to the Global Series; and
WHEREAS, the Advisor and the Fund desire to retain the Sub-Advisor to
furnish portfolio management services to the Global Series in connection with
Advisor's investment management activities on behalf of the Series, and the
Sub-Advisor is willing to furnish such services to the Advisor and the Global
Series;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Sub-Advisor, the Advisor and the Fund as
follows:
1. APPOINTMENT. The Advisor and the Fund hereby appoint Sub-Advisor to provide
portfolio management services to the Advisor and the Fund with respect to
certain assets of the Global Series for the periods and on the terms set forth
in this Agreement. The Sub-Advisor accepts such appointment and agrees to
furnish the services herein set forth, for the compensation herein provided.
2. SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the
Sub-Advisor shall have full discretionary authority as agent and
attorney-in-fact with respect to the portion of assets of the Global Series'
portfolio assigned to the Sub-Advisor (the "Allocated Assets"), from time to
time by the Advisor or the Board of Directors,
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including authority to: (a) buy, sell, exchange, convert or otherwise trade in
any stocks and other marketable securities, in accordance with the investment
guidelines set forth in Appendix A and (b) place orders for the execution of
such securities transactions with or through such brokers, dealers, or issuers
as Sub-Advisor may select. The Sub-Advisor will provide the services under this
Agreement in accordance with the Global Series' registration statement filed
with the Securities and Exchange Commission ("SEC"), as that registration
statement is amended and supplemented from time to time. The Advisor will
provide the Sub-Advisor with a copy of each registration statement, amendment
and supplement promptly after it has been filed with the SEC. The parties
acknowledge that the performance objective of the Allocated Assets is as set
forth in Appendix A (as such may be revised from time to time at the discretion
of the Advisor); however, failure to satisfy such objective shall not constitute
a breach of this Agreement. The Advisor additionally acknowledges that the
Sub-Advisor makes no representation or warranty, express or implied, that any
level of performance or investment results will be achieved by the Sub-Advisor
for the Allocated Assets or that the Allocated Assets will perform comparably
with any standard or index, including other clients of the Sub-Advisor, whether
public or private. The Sub-Advisor further agrees that:
(a) The Sub-Advisor will conform with all applicable rules and regulations
of the SEC and of all other federal and state regulatory agencies having
jurisdiction over the Sub-Advisor in performance of its duties under this
Agreement. As reasonably requested by the Advisor or the Fund and in accordance
with the scope of Sub-Advisor's obligations and responsibilities under this
Agreement, the Sub-Advisor will provide to the Advisor or the Fund in connection
with the Advisor's or the Fund's compliance with the Xxxxxxxx-Xxxxx Act and the
rules and regulations promulgated thereunder, information in Sub-Advisor's
possession about its activities as Sub-Advisor hereunder.
(b) The Sub-Advisor will select broker-dealers or trading systems to
execute portfolio transactions for the Global Series and select the markets on
or in which the transactions will be executed. In selecting brokers or dealer to
execute transactions on behalf of the Global Series, it is recognized that the
Sub-Advisor will give primary consideration to securing the most favorable price
and efficient execution of orders. Within the framework of this policy, the
Sub-Advisor may consider factors it deems relevant, including, without
limitation, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker, dealer
or trading system, the reasonableness of the commission, if any, for the
specific transaction and on a continuing basis, the investment information,
brokerage, research, analyses, trading services and other products provided by
the broker-dealer or trading system who may effect or be a party to any such
transaction or other transactions to which the Sub-Advisor's other clients may
be a party.
(c) It is understood that it is desirable for the Fund that the Sub-Advisor
has access to research, analyses and trading services provided by broker-dealers
that may execute brokerage transactions at a higher cost to the Global Series
than might result
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from the allocation of brokerage to other broker-dealers that do not provide
such services. Therefore, in compliance with Section 28(e) of the Securities
Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place
orders for the purchase and sale of securities for the Global Series with
broker-dealers that provide research, analyses and trading services and may
charge an amount of commission for effecting securities transactions in excess
of the amount of commission another broker-dealer would have charged for
effecting that transaction, provided the Sub-Advisor determines in good faith
that such amount of commission was reasonable in relation to the value of the
research, analyses and trading services provided by such broker-dealers viewed
in terms of either that particular transaction or the overall responsibilities
of the Sub-Advisor for this or other advisory accounts, subject to review by the
Fund's Board of Directors from time to time with respect to the extent and
continuation of this practice to determine whether the Global Series benefits,
directly or indirectly, from such practice. It is understood that the research,
analyses and trading services provided by such broker-dealers may be useful to
the Sub-Advisor in connection with the other clients of the Sub-Advisor.
(d) On occasions when the Sub-Advisor deems the purchase or sale of a
security to be in the best interest of the Global Series as well as other
clients of the Sub-Advisor, the Sub-Advisor, to the extent permitted by
applicable laws and regulations may, but shall be under no obligation to,
aggregate the securities to be sold or purchased. In such event, allocation of
the securities so purchased or sold, as well as the expenses incurred in the
transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor
considers to be the most equitable and consistent with its fiduciary obligations
to the Global Series and to such other clients. The Advisor recognizes that, in
some cases, this procedure may limit the size of the position that may be
acquired or sold for the Global Series.
(e) The Sub-Advisor agrees to use its best efforts to direct brokerage to
certain broker-dealers or trading systems as may be requested from time to time
by the Advisor; however, such directed brokerage decisions shall be made in the
discretion of the Sub-Advisor and shall be subject to the Sub-Advisor's
obligation to use its best efforts to obtain best execution as required by the
policy discussed above in this section. Such directed brokerage may be used to
obtain research used by the Advisor or for other purposes determined by the
Advisor, such as offsetting the operating expenses of the Global Series. The
Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor
in such form and at such times as may be reasonably required, setting forth the
amount of total brokerage business which has been placed by it for the Global
Series at the Advisor's request and the allocation thereof among broker-dealers
and trading systems.
(f) The Sub-Advisor will make available to the Advisor and the Fund's Board
of Directors promptly upon their request copies of all its investment records
and ledgers relating to the Allocated Assets to assist the Advisor and the Fund
in their compliance with respect to the Global Series' securities transactions
as required by the 1940 Act and
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the Advisers Act, as well as other applicable laws. The Sub-Advisor will furnish
the Fund's Board of Directors with respect to the Allocated Assets such periodic
and special reports as the Advisor and the Directors may reasonably request in
writing.
(g) The Sub-Advisor will maintain detailed records of the Allocated Assets
as well as all investments, receipts, disbursements and other transactions made
with such assets. Such records shall be open to inspection and audit during
Sub-Advisor's normal business hours upon reasonable notice by any person
designated by the Advisor or the Fund. The Sub-Advisor shall provide to the
Advisor or the Fund and any other party designated by either the Advisor or the
Fund: (i) monthly statements of the activities with regard to the securities in
the Allocated Assets during the month and a list of the securities in the
Allocated Assets showing each asset at its cost and, for each security listed on
any national securities exchange, its value at the last quoted sale price
reported on the composite tape on the valuation date or, in the cases of
securities not so reported, by the principal exchange on which the security
traded or, if no trade was made on the valuation date or if such security is not
listed on any exchange, its value as determined by a nationally recognized
pricing service used by the Sub-Advisor specified by such pricing service on the
valuation date, and for any other security or asset in a manner determined in
good faith by the Sub-Advisor to reflect its then fair market value; (ii)
statements evidencing any purchases and sales as soon as practicable after such
transaction has taken place, and (iii) a quarterly review of the Allocated
Assets.
(h) The Sub-Advisor shall use its best judgment and efforts in rendering
the advice and services to the Advisor as contemplated by this Agreement.
(i) Proxy Voting. The Advisor hereby delegates to the Sub-Advisor, the
Advisor's discretionary authority to exercise voting rights with respect to the
securities and other investments in the Allocated Assets. The Sub-Advisor's
proxy voting policies shall comply with applicable rules or regulations
promulgated by the SEC. The Sub-Advisor shall maintain and preserve a record, in
an easily-accessible place for at least the period of time required by law, of
the Sub-Advisor's voting policies, of the Sub-Advisor's actual votes, and such
other information reasonably requested by the Fund to assist it in complying
with applicable rules or regulations promulgated by the SEC. The Sub-Advisor
shall supply updates of this proxy voting record to the Advisor or any
authorized representative of the Advisor, or to the Fund as required by law or
more frequently if the Advisor or the Fund reasonably request such information.
The Sub-Advisor shall provide the Advisor and the Fund with information
regarding the policies that the Sub-Advisor follows in voting proxies relating
to the Allocated Assets.
(j) CODE OF ETHICS. The Sub-Advisor (i) has adopted a written code of
ethics pursuant to Rule 17j-1 under the 1940 Act; (ii) has provided the Advisor
with a copy of its code of ethics and any amendments thereto as well as evidence
of the adoption of the code of ethics by the Sub-Advisor; and (iii) will make
such reports to the Advisor and the Fund as are required by Rule 17j-1 under the
1940 Act.
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3. INDEPENDENT CONTRACTOR.
The Sub-Advisor shall, for all purposes herein, be deemed to be an
independent contractor, and shall, unless otherwise expressly provided and
authorized to do so, have no authority to act for or represent the Fund or the
Advisor in any way, or in any way be deemed an agent for the Advisor or the
Fund.
4. EXPENSES AND COMPENSATION.
(a) During the term of this Agreement, the Sub-Advisor will pay all
expenses incurred by it, its staff and their activities, in connection with its
portfolio management activities under this Agreement (except that brokerage
costs shall be paid by the Fund). The Sub-Advisor shall not be responsible for
any expense incurred by the Advisor or the Fund, except as provided in Section 6
below.
(b) For the services provided to the Global Series, the Advisor will pay
the Sub-Advisor the fees as set forth in Appendix B hereto at the times set
forth in Appendix B hereto.
(c) If in the future the Sub-Advisor agrees to a fee schedule with a new
comparable client that would result in a lower effective fee rate than is paid
by the Advisor, the Sub-Advisor will notify the Advisor within thirty (30) days.
A client account will be considered comparable in terms of investment objective
and strategy, assets under management with the Sub-Advisor or its affiliates,
degree of discretion given to the Sub-Advisor (with respect to brokerage and
other matters), regulatory requirements and demands for servicing. In
determining whether a fee schedule with another client is lower, the Sub-Advisor
may take into account differences in reporting, compliance, servicing,
marketing, regulatory requirements and similar factors. If the comparable client
rate is determined to be lower than the Fremont rate, the Sub-Advisor will offer
the Advisor the opportunity to revise this Agreement and adjust the Fremont rate
so that it is equivalent to the comparable client rate when it was first
implemented for the comparable client. No adjustment will be required if the
Advisor continues a fee schedule with a lower effective fee rate with a
pre-existing client.
5. REPRESENTATIONS AND WARRANTIES.
(a) ADVISOR AND FUND. The Advisor and the Fund each represents and warrants
to the Sub-Advisor that (i) the retention of the Sub-Advisor as contemplated by
this Agreement is authorized by the respective governing documents of the Fund
and the Advisor; (ii) the execution, delivery and performance of each of this
Agreement and the Advisory Agreement does not violate any obligation by which
the Fund or the Advisor or their respective property is bound, whether arising
by contract, operation of law or otherwise; and (iii) each of this Agreement and
the Advisory Agreement has been duly authorized by appropriate action of the
Fund and the Advisor and when executed and delivered by the Advisor will be the
legal, valid and binding obligation of the Fund and
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the Advisor, enforceable against the Fund and Advisor in accordance with its
terms hereof subject, as to enforcement, to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights generally and to general equitable
principles (regardless of whether enforcement is sought in a proceeding in
equity or law).
(b) SUB-ADVISOR. The Sub-Advisor represents and warrants to the Advisor and
the Fund that (i) the retention of the Sub-Advisor as contemplated by this
Agreement is authorized by the Sub-Advisor's governing documents; (ii) the
execution, delivery and performance of this Agreement does not violate any
obligation by which the Sub-Advisor or its property is bound, whether arising by
contract, operation of law or otherwise; and (iii) this Agreement has been duly
authorized by appropriate action of the Sub-Advisor and when executed and
delivered by the Sub-Advisor will be the legal, valid and binding obligation of
the Sub-Advisor, enforceable against the Sub-Advisor in accordance with its
terms hereof, subject, as to enforcement, to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights generally and to general equitable
principles (regardless of whether enforcement is sought in a proceeding in
equity or law).
6. BOOKS AND RECORDS; CUSTODY.
(a) In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Sub-Advisor hereby agrees that all records which it maintains for the Global
Series are the property of the Fund and further agrees to surrender promptly to
the Fund copies of any of such records upon the Fund's request. The Sub-Advisor
further agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act
with respect to the Global Series and to preserve the records required by Rule
204-2 under the Advisers Act with respect to the Global Series for the period
specified in the Rule.
(b) Title to all investments shall be made in the name of the Fund,
provided that for convenience in buying, selling, and exchanging securities
(stocks, bonds, commercial paper, etc.), title to such securities may be held in
the name of the Fund's custodian bank, or its nominee or as otherwise provided
in the Fund's custody agreement. The Fund shall notify the Sub-Advisor of the
identity of its custodian bank and shall give the Sub-Advisor fifteen (15) days'
written notice of any changes in such custody arrangements.
Neither the Sub-Advisor, nor any parent, subsidiary or related firm, shall
take possession of or handle any cash or securities, mortgages or deeds of
trust, or other indicia of ownership of the Fund's investments, or otherwise act
as custodian of such investments. All cash and the indicia of ownership of all
other investments shall be held by the Fund's custodian bank.
The Fund shall instruct its custodian bank to (a) carry out all investment
instructions as may be directed by the Sub-Advisor with respect thereto (which
may be
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orally given if confirmed in writing); and (b) provide the Sub-Advisor with all
operational information necessary for the Sub-Advisor to trade on behalf of the
Fund.
7. INDEMNIFICATION. The Sub-Advisor agrees to indemnify and hold harmless the
Advisor, the Fund, any affiliated person within the meaning of Section 2(a)(3)
of the 1940 Act ("affiliated person") of the Advisor or the Fund (other than the
Sub-Advisor) and each person, if any, who, within the meaning of Section 15 of
the Securities Act of 1933 (the "1933 Act"), controls ("controlling person") the
Advisor or the Fund against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) to which the Advisor,
the Fund or such affiliated person or controlling person may become subject
under the 1933 Act, 1940 Act, the Advisers Act, or under any other statute, at
common law or otherwise, which may be based upon any untrue statement or alleged
untrue statement of a material fact contained in a registration statement or
prospectus covering the shares of the Fund or any amendment thereof or any
supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, if such a statement or omission was made in reliance
upon and accurately and completely reflects information furnished to the Fund or
any affiliated person of the Fund by the Sub-Advisor or any affiliated person of
the Sub-Advisor; provided, however, that in no case is the Sub-Advisor's
indemnity in favor of the Advisor or the Fund or any affiliated person or
controlling person of the Advisor or the Fund deemed to protect such person
against any liability to which any such person would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of such person's duties or by reason of such person's reckless disregard of the
obligations and duties under this Agreement or by reason of such person's
violation of applicable law or regulations.
The Fund and the Advisor each agrees not to hold the Sub-Advisor or any of
its officers or employees liable for, and to indemnify and hold harmless, the
Sub-Advisor and its directors, officers, employees, affiliated persons and
controlling persons (the "Indemnified Parties"), any act or omission of any
other Sub-Advisor providing investment management services to the Fund, and
against any costs and liabilities the Indemnified Parties may incur as a result
of a claim against the Indemnified Parties regarding actions taken in good faith
exercise of their powers and responsibilities hereunder excepting costs and
liabilities resulting from such Indemnified Parties' gross negligence, willful
misfeasance, bad faith, or resulting from such Indemnified Parties' reckless
disregard of their obligations and duties under this Agreement or such
Indemnified Parties' violation of applicable law or regulations.
8. OTHER INVESTMENT ACTIVITIES OF SUB-ADVISOR. The Fund and Advisor acknowledge
that the Sub-Advisor, has investment responsibilities and renders investment
advice to, and performs other investment advisory services for, other
individuals or entities ("Affiliated Accounts"). Subject to the provisions of
paragraph 2 hereof, the Fund agrees that the Sub-Advisor may give advice or
exercise investment responsibility and take other action with respect to the
Affiliated Accounts which may differ from advice given or the
7
timing or nature of action taken with respect to the Allocated Assets; provided
that the Sub-Advisor acts in good faith, and provided further that it is the
Sub-Advisor's policy to allocate, within its reasonable discretion, investment
opportunities to the Allocated Assets over a period of time on a fair and
equitable basis relative to the Affiliated Accounts, taking into account the
investment objectives and policies of the Global Series and any specific
investment restrictions applicable thereto. The Fund acknowledges that one or
more of the Affiliated Accounts may at any time hold, acquire, increase,
decrease, dispose of or otherwise deal with positions in investments in which
the Global Series may have an interest from time to time, whether in
transactions which may involve the Allocated Assets or otherwise. The
Sub-Advisor shall have no obligation to acquire for the Allocated Assets a
position in any investment which any Affiliated Account may acquire, and the
Global Series shall have no first refusal, co-investment or other rights in
respect of any such investment either for the Global Series or otherwise.
9. (a) TERM. This Agreement shall become effective on the date hereof. Unless
terminated as herein provided, this Agreement shall remain in full force and
effective for a period of one year from the date of this Agreement, and shall
continue in full force and effect for periods of one year thereafter so long as
such continuance is approved at least annually (i) by either the Board of
Directors of the Fund or by a vote of a majority (as defined in the 0000 Xxx) of
the outstanding voting securities of the Global Series, and (ii) by the Advisor,
and (iii) by the vote of a majority of the Board of Directors of the Fund who
are not parties to this Agreement or "interested persons" (as defined in the
0000 Xxx) of any such party, cast in person at a meeting called for the purpose
of voting on such approval.
(b) TERMINATION. This Agreement may be terminated at any time, without
payment of any penalty, by the Board of Directors of the Fund or by the vote of
a majority (as defined in the 0000 Xxx) of the outstanding voting securities of
the Global Series, or by the Advisor, on thirty (30) days' written notice to the
Sub-Advisor, or by the Sub-Advisor on like notice to the Board of Directors of
the Fund and to the Advisor. Payment of fees earned through the date of
termination shall not be construed as a penalty.
(c) AUTOMATIC TERMINATION. This Agreement shall automatically and
immediately terminate in the event of its transfer or assignment (within the
meaning of the 1940 Act).
10. AMENDMENTS. 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 enforcement of the change, waiver, discharge or
termination is sought and no amendment of this Agreement shall be effective
until approved by a vote of a majority of the outstanding voting securities of
the Global Series, if such approval is required by applicable law.
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11. MISCELLANEOUS.
(a) GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California, provided that nothing
herein shall be construed in a manner inconsistent with the 1940 Act, the
Advisers Act, and any rules, regulations, and orders promulgated thereunder.
(b) CAPTIONS. The captions of this Agreement are included for convenience
of reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
(c) 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 and, to
this extent, the provisions of this Agreement shall be deemed to be severable.
(d) AGENCY. Nothing herein shall be construed as constituting the
Sub-Advisor as an agent of the Fund or the Advisor.
(e) PRIOR AGREEMENT. This Agreement supersedes any prior agreement relating
to the subject matter hereof between the parties.
(f) COUNTERPARTS. This Agreement may be executed in counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered, shall be deemed an original and all of which
counterparts shall constitute but one and the same agreement.
12. NOTICE OF ARTICLES OF INCORPORATION. The Sub-Advisor acknowledges that it
has received notice of and accepts the limitations of the Company's liability as
set forth in its Articles of Incorporation. The Sub-Advisor agrees that the
Company's obligations under this Agreement shall be limited to Global Series and
to its assets, and that the Sub-Advisor shall not seek satisfaction of any such
obligation from the shareholders of the Global Series nor from any director,
officer, employee or agent of the Fund.
13. USE OF NAME. It is understood that the name "X.X. Xxxxxx Investment
Management Inc.," or the name of any of its affiliates, or any derivative
associated with those names, are the valuable property of the Sub-Advisor and
its affiliates and that the Fund, the Advisor and the Fund's distributor have
the right to use such name(s) or derivative(s) in offering materials and sales
literature of the Fund and/or the Advisor so long as this Agreement is in
effect. Upon termination of the Agreement the Fund and the Advisor shall
forthwith cease to use such name(s) or derivative(s). Other than as permitted
above in this section, neither the Fund nor the Advisor shall, without the prior
written consent of the Sub-Advisor, make any representations regarding or
reference to the Sub-Advisor or any affiliates in any disclosure document,
advertisement, sales literature or other promotional materials.
9
It is understood that the names of the Fund and the Advisor or the name of
any of their affiliates, or any derivative associated with those names, are the
valuable property of the Fund and the Advisor, respectively. The Sub-Advisor has
the right to use such name(s) or derivative(s) in offering materials and sales
literature of the Sub-Advisor so long as this Agreement is in effect. Upon
termination of the Agreement the Sub-Advisor shall forthwith cease to use such
name(s) or derivative(s). Other than as permitted above in this section, the
Sub-Advisor shall not, without the prior written consent of the Fund or the
Advisor, make any representations regarding or reference to the Fund, the
Advisor or any of their affiliates in any disclosure document, advertisement,
sales literature or other promotional materials.
14. RECEIPT OF BROCHURE. The Advisor and the Fund have received from X.X. Xxxxxx
Investment Management Inc. the disclosure statement or "brochure" required to be
delivered pursuant to Rule 204-3 of the Advisers Act, which disclosure statement
or brochure was received by the Advisor and the Fund more than 48 hours prior to
entering into this Agreement.
15. NOTICES. Any notice under this Agreement shall be given in writing and shall
be deemed to have been duly given when delivered by hand, on the date indicated
as the date of receipt on a return receipt, or at the time of receipt if sent to
the other party at the principal office of such party by regular mail,
commercial courier service, telex, facsimile or telecopier.
16. NONPUBLIC PERSONAL INFORMATION. Notwithstanding any provision herein to the
contrary, each party to this Agreement hereto agrees on behalf of itself and its
directors, trustees, shareholders, officers, and employees (1) to treat
confidentially and as proprietary information of the other parties (a) all
records and other information relative to the Fund's prior or present
shareholders and to clients of the other parties that it has received from the
other party and (b) any Nonpublic Personal Information, as defined under Section
248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under the
Xxxxx-Xxxxx-Xxxxxx Act (the "Privacy Act") of the other parties, and (2) except
after prior notification to and approval in writing by the other party, not to
use such records and information for any purpose other than the performance of
its responsibilities and duties hereunder, or as otherwise permitted by
Regulation S-P or the Privacy Act, and if in compliance therewith, the privacy
policies adopted by the other party and communicated in writing to each party.
Such written approval shall not be unreasonably withheld by the any party and
may not be withheld where the a party may be exposed to civil or criminal
contempt or other proceedings for failure to comply after being requested to
divulge such information by duly constituted authorities.
17. ANTI-MONEY LAUNDERING COMPLIANCE. The Sub-Advisor has established an
Anti-Money Laundering Program ("AML Program") that is designed to comply with
applicable U.S. laws, regulations, and guidance relating to the prevention of
money laundering, terrorist financing, and related financial crimes. The
Sub-Advisor's AML
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Program includes written policies and procedures regarding the i) verification
of the identity of its clients and ii) reporting of any suspicious transactions
in a client's account. The Advisor may disclose information respecting the
Sub-Advisor to governmental and/or regulatory or self-regulatory authorities to
the extent required by applicable law or regulation and may file reports with
such authorities as may be required by applicable law or regulation. The Advisor
will use its best efforts to give the Sub-Advisor prior notice of such required
disclosure or reports, but in any event, the Advisor will give the Sub-Advisor
copies of such required disclosure and reports.
18. CONFIDENTIALITY. Each party to this Agreement shall not, directly or
indirectly, permit its affiliates, directors, trustees, officers, members,
employees, or agents to, in any form or by any means, use, disclose, or furnish
to any person or entity, records or information concerning the business of any
of the other parties except as necessary for the performance of duties under
this Agreement or as required by law, without prior written notice to and
approval of the relevant other parties, which approval shall not be unreasonably
withheld by such other parties.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By: ____________________________________
Title: _________________________________
FREMONT INVESTMENT ADVISORS, INC.
By: ____________________________________
Title: _________________________________
FREMONT MUTUAL FUNDS, INC.
By _____________________________________
Title: _________________________________
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APPENDIX A
TO PORTFOLIO MANAGEMENT AGREEMENT
X.X. Xxxxxx Investment Management Inc.
Sub-Advisor to the Fremont Global Fund
INVESTMENT OBJECTIVES AND GUIDELINES
Overall Investment Objective:
-----------------------------
The Fremont Global Fund seeks to maximize total return while reducing risk
by investing in U. S. and international stocks, bonds, and short-term securities
(cash).
Policy and Guidelines for Sub-Advisor:
--------------------------------------
The Sub-Advisor will adhere to the Investment Objective and to policies in
the Fremont Global Fund prospectus and Statement of Additional Information.
Performance Objective:
----------------------
The performance objective for the portion of the Allocated Assets is a
competitive rate of return over a trailing three year time period relative to
the Xxxxxxx Mid Cap Value Index and to the Xxxxxx Mid Cap Value Style peer
universe. There is no assurance this objective will be achieved. The Xxxxxxx Mid
Cap Value Index measures the performance of those Xxxxxxx Mid Cap companies with
lower price-to-book ratios and lower forecasted growth values.
Performance may be compared to other investments or indices of comparable
quality as outlined in the Statement of Additional Information.
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Notwithstanding anything to the contrary in this Agreement, in the event of
a conflict between this Appendix A and the Global Series' registration statement
filed with the SEC, as that registration statement is amended and supplemented
from time to time (collectively, the "Prospectus"), the term of the Prospectus
shall govern.
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APPENDIX B
TO PORTFOLIO MANAGEMENT AGREEMENT
X.X. Xxxxxx Investment Management Inc.
Sub-Advisor to the Fremont Global Fund
SCHEDULE OF FEES
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Fremont Investment Advisors, Inc. will pay to X.X. Xxxxxx Investment
Management Inc., on an aggregate basis, an annual fee computed as a percentage
of the average daily assets of the Fremont Global Fund under management by X.X.
Xxxxxx Management Investment Inc.(the "Allocated Assets"). The management fees
specified below shall be the fees paid by Fremont Investment Advisors, Inc. to
X.X. Xxxxxx Investment Management Inc. The annual rate is determined as follows:
0.50% (50 basis points) on the first $50 million of Allocated Assets
0.45% (45 basis points) on all Allocated Assets above $50 million
Fees will be billed after the end of each calendar month. Fees will be
prorated for any period less than one month and shall be due and payable within
thirty (30) days after an invoice has been delivered to the Advisor.
The Portfolio Management Agreement with the Sub-Advisor may be terminated
by the Advisor or the Fund upon thirty (30) days' written notice. The Advisor
has day-to-day authority to increase or decrease the amount of the Fund's assets
under management by the Sub-Advisor.
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