Exhibit D(20)
FREMONT MUTUAL FUNDS, INC.
OPERATING EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement") is effective
__________________, 2000 by and between FREMONT MUTUAL FUNDS, INC., a Maryland
Corporation (the "Corporation"), on behalf of each series of the Corporation and
listed in Appendix A, as may be amended from time to time (each a "Fund" and
collectively the "Funds") and FREMONT INVESTMENT ADVISORS, INC., a Delaware
Corporation, the investment advisor of the Funds (the "Advisor").
WITNESSETH:
WHEREAS, the Advisor renders advice and services to the Funds pursuant to
the terms and provisions of an Investment Management Agreement between the
Corporation and the Advisor dated November 15, 1998 (the "Investment Management
Agreement"); and
WHEREAS, the Funds are responsible for, and has assumed the obligation for,
payment of certain expenses pursuant to the Investment Management Agreement that
have not been assumed by the Advisor; and
WHEREAS, the Advisor desires to limit the Funds' Operating Expenses (as
that term is defined in Paragraph 2 of this Agreement) pursuant to the terms and
provisions of this Agreement, and the Corporation (on behalf of the Funds)
desires to allow the Advisor 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 Advisor hereby agrees to limit the
Fund's current Operating Expenses to an annual rate, expressed as a percentage
of the Fund's average annual net assets, to the amounts listed in Appendix A
(the "Annual Limits"). In the event that the current Operating Expenses of the
Funds, as accrued each month, exceed its Annual Limit, the Advisor will pay to
the Fund, on a monthly basis, the excess expense within 30 days of being
notified that an excess expense payment is due.
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 Advisor's investment
advisory or management fee detailed in the Investment Management Agreement, any
Rule 12b-1 fees and other expenses described in the Investment Management
Agreement, but does not include any front-end or contingent deferred loads,
taxes, leverage 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 Advisor retains its right to
receive reimbursement of any excess expense payments paid by it pursuant to this
Agreement under the same terms and conditions as it is permitted to receive
reimbursement of reductions of its investment management fee under the
Investment Management Agreement.
4. TERM. This Agreement shall become effective on the date specified herein
and shall remain in effect indefinitely unless sooner terminated as provided in
Paragraph 5 of this Agreement.
5. TERMINATION. This Agreement may be terminated at any time, and without
payment of any penalty, by the Board of Directors of the Corporation, on behalf
of the Funds, upon sixty (60) days' written notice to the Advisor. This
Agreement may not be terminated by the Advisor without the consent of the Board
of Directors of the Corporation. This Agreement will automatically terminate,
with respect to the Funds, if the Investment Management Agreement for the Funds
is terminated, with such termination effective upon the effective date of the
Investment Advisory Agreement's termination for the Funds.
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.
8. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware 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.
9. NOTICE OF DECLARATION OF TRUST. The Advisor agrees that the
Corporation's obligations under this Agreement shall be limited to the Funds and
to its assets, and that the Advisor shall not seek satisfaction of any such
obligation from the shareholders of the Funds nor from any trustee, officer,
employee or agent of the Corporation or the Funds.
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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 MUTUAL FUNDS, INC. FREMONT INVESTMENT ADVISORS, INC.
By: By:
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Title: Title:
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APPENDIX A
Fund Operating Expense Limit
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Global Fund N/A
International Growth Fund 1.50%
Emerging Markets Fund 1.50%
U.S. Micro-Cap Fund 1.98%
U.S. Small Cap Fund 1.50%
Growth Fund N/A
Real Estate Securities Fund 1.50%
Bond Fund Waive .05% of .15% Admin Fee
Money Market Fund N/A
California Intermediate
Tax-Free Fund 0.49%
Institutional
U.S. Micro-Cap Fund 1.25%
New Era Value Fund 1.20%
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