PORTFOLIO MANAGEMENT AGREEMENT
THIS PORTFOLIO MANAGEMENT AGREEMENT (the "Agreement") is dated and
effective as of June 30 2003, among Northstar Capital Management, Inc. a Florida
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 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, 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
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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 Sub-Advisor's
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 Sub-Advisor further agrees
that:
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, the Sub-Advisor
will provide information requested by the Advisor or the Fund to comply with the
Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC
thereunder.
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 providing the Global Series
with investment advisory services, it is recognized that the Sub-Advisor will
give primary consideration to securing the most favorable price and efficient
execution of orders so that the Fund's total cost or proceeds in each
transactions will be the most favorable under the circumstances. Within the
framework of this policy, the Sub-Advisor may consider the financial condition
of the broker-dealer or trading system, 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.
It is understood that it is desirable for the Fund that the Sub-Advisor
and the Advisor have access to research, analyses and trading services provided
by broker-dealers and trading systems that may execute brokerage transactions at
a higher cost to the Global Series than might result from the allocation of
brokerage to other broker-dealers or trading systems 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 or
trading systems 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 or trading system would have
charged for effecting that transaction, provided the Sub-Advisor (or in the case
of research, analyses and trading services provided to the Advisor, that the
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 or trading systems viewed in terms of either that
particular transaction or the overall responsibilities of the Sub-Advisor or the
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
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extent and continuation of this practice to determine whether the Fund benefits,
directly or indirectly, from such practice.
It is understood that the research, analyses and trading services
provided by such broker-dealers or trading systems may be useful to the
Sub-Advisor or the Advisor in connection with the other clients of the
Sub-Advisor or the Advisor. 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 or the 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 order to
obtain the most favorable price of lower brokerage commissions and efficient
execution. 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 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 consistent with 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 Fund. 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 and the allocation thereof
among broker-dealers and trading systems and specifically indicating those
broker-dealers and trading systems which provided research, analyses and trading
services.
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 Global Series 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 the Investment Advisers Act of 1940 (the "Advisers
Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's
Board of Directors with respect to the Global Series such periodic and special
reports as the Advisor and the Directors may reasonably request in writing.
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
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Allocated Assets during the month and a list of such 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.
The Sub-Advisor shall use its best judgment and efforts in rendering
the advice and service to the Advisor as contemplated by this Agreement.
(f) 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 any rules or regulations promulgated by the SEC. The
Sub-Advisor shall maintain and preserve a record, in an place for a period of
not less than three (3) years (or longer, if required bylaw), of the
Sub-Advisor's voting procedures, of the Sub-Advisor's actual votes, and such
other information required for the Fund to comply with any rules or regulations
promulgated by the SEC. The Sub- Advisor shall supply updates of this record to
the Advisor or any authorized representative of the Advisor, or to the Fund on a
quarterly basis (or more frequently if required by law). The Sub-Advisor shall
provide the Advisor and the Fund with information regarding the Policies and
procedures that the Sub-Advisor uses to determine how to vote proxies relating
to the Allocated Assets. The Fund may request that the Sub- Advisor vote proxies
for the Allocated Assets in accordance with the Fund's proxy voting Policies.
g) Code of Ethics The Sub-Advisor (i) has adopted a written code of
ethics pursuant to Rule I 7j-l under the 1940 Act; (ii) has provided the Advisor
with a copy of 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. The Sub-Advisor agrees to provide the
Advisor and the Fund with any information required to satisfy the code of ethics
reporting or disclosure requirements of the Xxxxxxxx-Xxxxx Act and any rules or
regulations promulgated by the SEC thereunder To the extent the Sub-Advisor has
adopted a separate code of ethics or has amended its code of ethics to comply
with such rules or regulations the Sub-Advisor shall provide the Advisor with a
copy of such code of ethics and any amendments thereto.
(h)(1) Consulting with Certain Affiliated Sub-Advisors. With respect to any
transaction the Global Fund enters into with an affiliated sub-advisor (or an
affiliated person of such sub-advisor) in reliance on Rule I0f-3, Rule I 7a- 10
or Rule I 2d3- 1 under the 1940 Act,
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the Sub-Advisor agrees that it will not consult with the affiliated sub-advisor
concerning such transaction, except to the extent necessary to comply with the
percentage limits of paragraphs (a) and (b) of Rule l2d3-1.
(2) Transactions Among Sub-Advisors of the Global Fund. In any case in
which there are two or more sub-advisors responsible for providing investment
advice to the Global Fund, the Sub-Advisor may enter into a transaction on
behalf of the Global Fund with another sub-advisor of the Global Fund (or an
affiliated person of such sub-advisor) in reliance on Rule 10f-3, Rule 17a-10 or
Rule 12d3-1 under the 1940 Act, only if (i) the Sub-Advisor, under the terms of
this Agreement, is responsible for providing investment advice with respect to
its Allocated Assets, and (ii) the other sub-advisor is responsible for
providing investment advice with respect to a separate portion of the portfolio
of the Global Fund.
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 Company or
the Advisor in any way, or in any way be deemed an agent for the Advisor or the
Company.
4. Expenses and Compensation.
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.
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.
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, asset size, degree of discretion given to the Sub-Advisor (with
respect to brokerage and other matters), and demands for servicing. In
determining whether a fee schedule with another client is lower, adjustments
should be made by mutual agreement of the parties to take into account
differences in reporting, compliance, servicing, marketing, 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
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continues a fee schedule with a lower effective fee rate with a pre-existing
client, if the lower fee schedule with a pre-existing client is applied to one
or more enlarged portfolios or to one or more new similar portfolios with that
client, or if a permitted lower fee schedule is increased. The Sub-Advisor shall
provide to the Advisor, upon request, a list of all client accounts that have an
investment strategy substantially similar to the Fund but which the Sub-Advisor
has concluded are not comparable clients.
5. Representations and Warranties.
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 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).
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.
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.
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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 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 (1) may be
based upon any wrongful act or omission by the Sub-Advisor, any of its employees
or representatives or any affiliate of or any person acting on behalf of the
Sub-Advisor or (2) 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 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.
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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 matters as to
which the Indemnified Parties have been negligent, engaged in willful
misfeasance, bad faith, reckless disregard of the obligations and duties under
this Agreement or have been in violation of applicable law or regulations.
8. Other Investment Activities of Sub-Advisor. The Fund and Advisor
acknowledge that the Sub-Advisor, [may have/has]- investment responsibilities
[or may render/and renders] investment advice to, [or may perform]/and performs]
other investment advisory services for, other individuals or entities
("Affiliated Accounts"). Subject to the provisions of Section 2 hereof, the Fund
agrees that the Sub-Advisor may give advice or exercise investment
responsibility and take other action with respect to [other/the] Affiliated
Accounts which may differ from advice given or the timing or nature of action
taken with respect to the Global Series; 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
Global Series 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
Global Series or otherwise. The Sub-Advisor shall have no obligation to acquire
for the Global Series a position in any investment which any Affiliated Account
may acquire, and the Fund shall have no first refusal, co-investment or other
rights in respect of any such investment either for the Global Series or
otherwise.
9. 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 two years 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.
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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.
Automatic Termination. This Agreement shall automatically and immediately
terminate in the event of its transfer or assignment (with in 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.
11. Miscellaneous.
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.
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.
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 he affected thereby and, to this
extent, the provisions of this Agreement shall be deemed to be severable
Agency. Nothing herein shall be construed as constituting the Sub-Advisor as an
agent of the Fund or the Advisor.
Prior Agreement. This Agreement supersedes any prior agreement relating to the
subject matter hereof between the parties
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.
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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 "Northstar Capital
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.
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 Fund and the 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
Sub-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
Northstar Capital 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, the Sub-Advisor hereto agrees on behalf of itself and its
directors, trustees, shareholders, officers, and employees (1) to treat
confidentially and as proprietary
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information of the Advisor (on behalf of itself and the Fund) (a) all records
and other information relative to the Fund's prior, present, or potential
shareholders (and clients of said shareholders) 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"), and (2)
except after prior notification to and approval in writing by the Advisor, 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 Advisor and the Fund and communicated in writing to the
Sub-Advisor. Such written approval shall not be unreasonably withheld by the
Advisor and may not be withheld where the Sub-Advisor 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 acknowledges that, in
compliance with the Bank Secrecy Act, as amended, and implementing regulations
("BSA"), the Fund has adopted an Anti-Money Laundering Policy. The Sub-Advisor
agrees to comply with the Fund's Anti-Money Laundering Policy and the BSA, as
the same may apply to the Sub-Advisor, now or in the future. The Sub-Advisor
further agrees to provide to the Fund and/or the Advisor such reports,
certifications and contractual assurances as may be requested by the Fund or the
Advisor. 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.
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
NORTHSTAR CAPITAL MANAGEMENT, INC.
By: /s/
-------------------------------
Title: Vice President
------------------------------
FREMONT INVESTMENT ADVISORS, INC.
By: /s/
-------------------------------
Title: Senior Vice President
------------------------------
FREMONT MUTUAL FUNDS, INC.
By: /s/
-------------------------------
Title: President
------------------------------
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APPENDIX A
TO PORTFOLIO MANAGEMENT AGREEMENT
Northstar Capital Management, Inc.
Sub-Advisor to the Fremont Global Fund
IN VESTMENT 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 for Sub-Advisor:
The Sub-Advisor is expected to achieve a competitive rate of return
over a time horizon of three to five years and/or a complete market cycle,
relative to other large cap growth funds as compiled by Lipper Analytical
Services and/or Morningstar. A competitive rate of return is defined as Fund
performance in the top one-third of such funds. 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.
APPENDIX B
TO PORTFOLIO MANAGEMENT AGREEMENT
Northstar Capital Management, Inc.
Sub-Advisor to the Fremont Global Fund
SCHEDULE OF FEES
Fremont Investment Advisors, Inc. will pay to Northstar Capital
Management, Inc., on an aggregate basis, an annual fee computed as a percentage
of the average daily assets as determined by the custodian, of the Global Fund
under management by Northstar Capital Management, Inc. The management fees
specified below shall be the fees charged. The annual rate is determined as
follows:
0.50% (50 basis points) on the first $50 million
0.40% (40 basis points) on the next $150 million
0.35% (35 basis points) on the next $800 million
0.25% (25 basis points) on the amount in excess of $1 billion
Fee aggregation shall apply to all accounts managed by Northstar Capital
Management, Inc., for Fremont Investment Advisors, Inc. Each Fund managed by the
Sub-Adviser will pay its pro rata share of the aggregated fee.
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 Investment Company upon 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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