Exhibit (d)29
AMENDED AND RESTATED
PORTFOLIO MANAGEMENT AGREEMENT
THIS AMENDED AND RESTATED PORTFOLIO MANAGEMENT AGREEMENT (the "Agreement")
dated and effective as of June 28, 2002, among Bridgewater Associates, Inc., a
Connecticut corporation (the "Sub-Advisor"); Fremont Investment Advisors, Inc.,
a Delaware corporation (the "Advisor"); and Fremont Mutual Funds, Inc., a
Maryland corporation (the "Fund"). This Agreement amends and restates in its
entirety the Portfolio Management Agreement dated March 1, 2001, among the Fund,
the Advisor, and the Sub-Advisor.
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, 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
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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 Sub-Advisor's performance objective 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. Subject to the foregoing, the Sub-Advisor will vote
proxies with respect to the securities and investments purchased with the assets
of the Global Series' portfolio managed by the Sub-Advisor. The Sub-Advisor
further agrees that:
(a) The Sub-Advisor will conform with all applicable rules and regulations
of the SEC.
(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 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) 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 extent and continuation
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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.
(c) The Sub-Advisor will make available to the Advisor and the Fund's
Board of Directors promptly upon their request 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.
(d) The Sub-Advisor will maintain detailed records of the Fund's assets
managed by the Sub-Advisor 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
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statements of the activities with regard to the assets for the month and of the
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 assets under management.
(e) The Sub-Advisor shall use its best judgment and efforts in rendering
the advice and services to the Advisor as contemplated by this Agreement.
(f) The Sub-Advisor will sign and execute all documents including futures
account agreements and related acknowledgements and disclosures, foreign
exchange netting agreements, repurchase agreements, and swap agreements, all
either individually or under an umbrella agreement and to take all other action
that the Sub- Advisor reasonably considers necessary or advisable in order to
carry out its duties under this Agreement.
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.
-------------------------
(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 7
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.
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5. Representations and Warranties.
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(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 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 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.
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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 the Sub-Advisor in the fulfillment of its duties under this
Agreement or (2) may be based upon any untrue statement of a material fact
contained in a registration statement or prospectus covering the shares of the
Global Series or any amendment thereof or any supplement thereto or the 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 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 obligations and duties under this Agreement
or by reason of such person's violation of applicable law or regulations.
The Advisor and the Fund jointly and severally agree to indemnify and hold
harmless, the Sub-Advisor, any affiliated person of the Sub-Advisor, and each
controlling person, if any, of the Sub-Advisor against any and all losses,
claims, damages, liabilities or litigation (including legal and other expenses),
to
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which the Sub-Advisor, 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 Advisor or the Fund, or any of their employees
or representatives or any affiliate of the Advisor or the Fund or (2) may be
based upon any untrue statement of a material fact contained in a registration
statement or prospectus covering the shares of the Global Series or any
amendment thereof or any supplement thereto or the 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 information furnished to the Sub-Advisor or any affiliated person of the
Sub-Advisor by the Advisor or the Fund or any affiliated person of the Advisor
or the Fund; provided, however, that in no case is the Advisor's or the Fund's
indemnity in favor of the Sub-Advisor or any affiliated person or controlling
person of the Sub-Advisor 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 his duties or by
reason of his reckless disregard of obligations and duties under this Agreement.
The Fund and the Advisor agree not to hold the Sub-Advisor or any of its
officers or employees liable, and to indemnify and hold harmless the Sub-Advisor
and its officers, directors, employees, representatives, and affiliated persons
and controlling persons ("Indemnified Parties") for 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 investment responsibilities or render
investment advice to, or perform 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 other
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
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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.
The Sub-Advisor shall be deemed not to be favoring or preferring another
client's account over the Fund's if the Sub-Advisor manages or trades such other
client's account either (i) in accordance with specific written or oral
instructions of a client, (ii) in accordance with Sub-Advisor money management
approach based upon the amount of equity and/or profits in such account, or
(iii) in accordance with another trading program, system, method, model,
strategy and/or formula. Trading different portfolios for other accounts,
trading other accounts at different leverage, or charging different fees to
different accounts shall similarly not be considered to constitute favoring or
preferring such accounts over the Fund's account. The parties hereto acknowledge
that the Fund's account may significantly under perform the other accounts or
programs managed by the Sub-Advisor. The reasons for this include numerous
material differences among accounts, including: (1) the period during which
accounts are active; (2) the trading approach used--although all accounts may be
traded in accordance with the same trading approach, such approach can and does
change periodically as a result of an ongoing program of research and
development by the Sub-Advisor; (3) the size of accounts--which influences the
trading activity of the account; (4) investor's goals and policies by which
accounts are traded--some accounts are more highly leveraged at the investor's
request producing commensurately larger gains or losses than other accounts; (5)
the rates of brokerage commissions paid by accounts and when such commissions
are charged to accounts; (6) the amount of interest income, if earned by
accounts, which will depend on the portion of the account's assets invested in
interest-bearing obligations such as United States Treasury Bills; (7) the rate
of management and/or incentive fees and amount of administrative cost paid by
accounts--some pay management and incentive fees, some pay incentive fees only,
and some pay no fees at all; (8) the timing of orders to open or close
positions; and (9) the market conditions in which accounts are traded, which in
part determines the quality of trade executions; and (10) different inflows or
outflows of equity; and (11) client restrictions on permitted executing brokers,
dealers or counterparties.
The Fund consents and agrees that, to the extent permitted by applicable
law, the Sub-Adviser may (but is not required to) aggregate investments sale and
purchase orders for the Fund with similar orders being made contemporaneously
for other accounts managed by the Sub- Adviser or with accounts of affiliates of
the Sub- Adviser if, in the Sub-Adviser's reasonable judgment, such aggregation
is reasonably likely to result in an
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overall economic benefit to the Fund, based on an evaluation that the Fund is
benefited by relatively better purchase or sale prices, lower commission
expenses or beneficial timing of transactions, or a combination of these and
other factors. In many instances, the purchase or sale of investments for the
Fund shall be effected substantially simultaneously with the purchase or sale of
like investments for the accounts of other clients of the Sub-Adviser and its
affiliates.
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.
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(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 "Bridgewater Associates, 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 and/or the Fund's distributor have the right to use such name(s) or
derivative(s) in offering materials and sales literature of the Fund so long as
this Agreement is in effect. Upon termination of the Agreement the Fund shall
forthwith cease to use such name(s) or derivative(s).
14. RECEIPT OF BROCHURE. The Advisor and the Fund have received from
Bridgewater Associates, 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.
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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. CONFIDENTIALITY. The Advisor and the Fund acknowledge that the methods,
models, and strategies of the Sub-Advisor, including the details of the
transactions entered into by the Sub-Advisor on behalf of the Fund (the Trading
Approach) are all confidential property of the Sub-Advisor. Nothing in this
Agreement shall require the Sub-Advisor to disclose any details of its Trading
Approach. The Advisor and the Fund further agree that they will keep
confidential and will not disseminate the Sub-Advisor's Trading Approach, except
as, and to the extent that, (i) is necessary for monitoring the activity of the
Sub-Advisor on behalf of the Fund or (ii) is expressly required by law or
regulation.
17 COMMODITY FUTURES TRADING COMMISSION RULE 4.7 The Fund and the Advisor
agree that its account will be an exempt account for purposes of the Commodity
Futures Trading Commission (C.F.T.C.) rule 4.7.
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PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN
CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE CLIENTS, THIS BROCHURE OR ACCOUNT
DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE
COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF
PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY
TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING
COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR
ACCOUNT DOCUMENT.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
BRIDGEWATER ASSOCIATES, INC.
By: ____________________________________
Title: _________________________________
FREMONT INVESTMENT ADVISORS, INC.
By: ____________________________________
Title: _________________________________
FREMONT MUTUAL FUNDS, INC.
By _____________________________________
Title: _________________________________
00
XXXXXXXX X
TO PORTFOLIO MANAGEMENT AGREEMENT DATED JUNE 28, 2002
Bridgewater Associates, Inc.
Sub-Advisor to the Fremont Global Fund
SCHEDULE OF FEES
Fremont Investment Advisors, Inc. will pay to Bridgewater Associates, Inc.,
on an aggregate basis, an annual fee computed as a percentage of the average
daily assets of the Global Fund under management by Bridgewater Associates, Inc.
The management fees specified below shall be the fees charged. The annual rate
is determined as follows:
ALL ASSET LEVELS 0.35% PER ANNUM
The minimum annual fee is U.S. $150,000.
The Portfolio Management Agreement with the Sub-Advisor may be terminated
by the Advisor or the Fund upon 30 days written notice. The Advisor has
day-to-day authority to increase or decrease the amount of the Global Series'
assets under management by the Sub-Advisor.
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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
Bridgewater Associates, Inc.
By: ____________________________
Title: _________________________
FREMONT INVESTMENT ADVISORS, INC. FREMONT MUTUAL FUNDS, INC
By: _________________________ By _____________________________
Title: ______________________ Title: _________________________
