FREMONT FUNDS, INC.
OPERATING EXPENSES AGREEMENT
THIS OPERATING EXPENSES AGREEMENT (the "Agreement") is effective as of
December 31, 2000, by and between FREMONT FUNDS, INC., (the "Fund Group"), a
Maryland corporation, on behalf of the Fremont New Economy Value Fund (the
"Funds"), and the Advisor of the Fund, Fremont Investment Advisors, Inc. (the
"Advisor").
WITNESSETH:
WHEREAS, the Advisor renders advice and services to the Fund pursuant to
the terms and provisions of an Investment Advisory and Administrative Services
Agreement between the Fund and the Advisor dated December 31, 2000, (the
"Investment Management Agreement"); and
WHEREAS, the Fund is responsible for, and have assumed the obligation for,
payment of certain expenses pursuant the Investment Management Agreement that
have not been assumed by the Advisor; and
WHEREAS, the Advisor desires to limit the Fund's 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 Fund) 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 Operating Expenses to the respective annual rate of Total Operating
Expenses specified for the Fund in APPENDIX A of this Agreement.
2. DEFINITION. For purposes of this Agreement, the term "Operating
Expenses" with respect to the Fund is defined to include all expenses necessary
or appropriate for the operation of the Fund including the Advisor's investment
advisory and administrative fees under Paragraph 5 of the Investment Management
Agreement, and other
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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 Advisor 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 fourteen (14) months, 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 the 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 the Fund 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
Advisor. The Advisor 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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New Economy Value Fund 1.20% 12/31/00 through 3/1/02
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