SUB-TRANSFER AGENCY AGREEMENT
THIS AGREEMENT, effective as of February 28, 1997 by and between
FREMONT INVESTMENT ADVISORS, INC. ("Fremont"), a California corporation, and
COUNTRYWIDE FUND SERVICES, INC. ("Countrywide"), an Ohio corporation and a
wholly-owned subsidiary of Countrywide Financial Services, Inc.
WITNESSETH THAT:
WHEREAS, Fremont Mutual Funds, Inc., a Maryland Corporation (the
"Company"), is an investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Company has appointed Fremont as the Company's transfer
agent, dividend disbursing agent, shareholder service and plan agent under an
agreement dated July 1, 1996 (the "Transfer Agent Agreement"); and
WHEREAS, Fremont desires to hire Countrywide to assist in its
capacities as the Company's transfer agent, dividend disbursing agent and
shareholder service and plan agent, and Countrywide is willing to perform such
services upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. SERVICES. Fremont, being duly authorized, hereby hires Countrywide
as its agent to perform those services described in the Transfer Agent
Agreement, a copy of which is attached hereto and incorporated herein. Subject
to the direction and control of Fremont, Countrywide shall perform all the
obligations and duties thereof upon the terms and conditions hereinafter set
forth. Countrywide shall act as transfer agent and dividend disbursing agent
for the Company and agrees to be responsible and liable to the Company to the
same extent as Fremont under the Transfer Agent Agreement. Countrywide shall
perform all duties and obligations of Fremont under the Transfer Agent
Agreement which shall include but are not limited to those duties of Recording
Shares, Purchase Orders, Redemptions and Exchanges, Dividends and
Distributions, Books and Records, and other such items necessary to carry out
the Transfer Agent Agreement.
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2. COMPENSATION. For the performance of its obligations under this
Agreement, Fremont shall pay Countrywide a fee with respect to each series of
the Company in accordance with the schedule attached hereto as Schedule A.
Fremont shall reimburse Countrywide for any out-of-pocket expenses and
advances including, but not limited to, costs and expenses for postage,
envelopes, checks, drafts, continuous forms, reports, communications,
statements and other materials, telephone, telegraph and remote transmission
lines, use of outside mailing firms, necessary outside record storage, media
for storage of records (e.g., microfilm, microfiche, computer tapes),
printing, confirmations and any other shareholder correspondence and any and
all assessments, taxes or levies assessed on Countrywide for services provided
under this Agreement. All fees and advances will be billed by Countrywide at
the end of each month. Payment by Fremont will be due within fifteen days of
receipt of the invoice.
3. LIMITATION OF LIABILITY. Countrywide shall not be liable for any
reasonable action taken, omitted or suffered to be taken by it in its
reasonable judgment, in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Agreement,
or in accordance with instructions from Fremont, provided, however, that such
acts or omissions shall not have resulted from Countrywide's willful
misfeasance, bad faith or negligence.
4. INSURANCE COVERAGE. Countrywide is insured by a $1,000,000 Errors
& Omissions/Directors & Officers policy issued by Federal Insurance Company, a
copy of which has been provided to Fremont. Countrywide will maintain such
policy at all times during the term of this Agreement and will immediately
notify Fremont of any change in the scope or amount of coverage under such
policy.
5. CONFIDENTIALITY.
(a) All information furnished to Countrywide or its representatives
by the Company or by Fremont on behalf of the Company, including without
limitation all names, addresses, telephone numbers and other information of
customers and prospective customers, and whether furnished before or after the
date hereof (the "Information"), will be kept confidential by Countrywide
and/or its representatives, and will not, except to the extent necessary in
order to carry out Countrywide's responsibilities and obligations under this
Agreement, be disclosed by Countrywide or any of its representatives and will
not be used by Countrywide or any of its representatives for any purpose other
than fulfilling Countrywide's responsibilities and obligations under this
Agreement. The term "representatives" as used herein shall include
Countrywide's affiliates, and Countrywide and its affiliates' respective
officers, directors, employees, agents, and controlling persons. Countrywide
acknowledges and agrees that any
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information supplied to Countrywide by a customer or potential customer of
Fremont as a result of discussions, solicitations, or communications between
Fremont and said customer or potential customer shall constitute "Information"
for the purposes hereof. Countrywide shall be permitted to transmit the
Information only to those of its representatives who need to know the
Information for the purpose of assisting Countrywide in fulfilling its
responsibilities and obligations under this Agreement, who are informed by
Countrywide of the confidential nature of the Information and who have agreed
in writing to keep the Information confidential on the same terms as if such
representatives were signatories hereto. Copies of all agreements by which
Countrywide's representatives have agreed to keep the Information confidential
shall be delivered by Countrywide to Fremont promptly after execution thereof.
In any event Countrywide shall be responsible for the breach of this Agreement
by its representatives.
(b) In the event that Countrywide or its representatives is requested or
becomes legally compelled to disclose any of the Information, said party
agrees to provide Fremont with prompt written notice so that Fremont may seek
(with Countrywide's and/or its representatives' cooperation, if so requested
by Fremont) a protective order or other appropriate remedy. In the event that
such protective order or other remedy is not obtained, or that Fremont waives
compliance with these confidentiality provisions, Countrywide and its
representatives agree to furnish only that portion of the Information which in
the reasonable opinion of its counsel is legally required and will use its
best efforts to obtain reliable assurance that confidential treatment will be
accorded the Information.
(c) The term "Information" as used herein shall not include matters which (i)
are or become generally available to the public other than as a result of a
disclosure by Countrywide or its representatives, or (ii) were known to
Countrywide on a non- confidential basis prior to its disclosure to
Countrywide by the Company or Fremont.
(d) Fremont shall be entitled to injunctive relief to prevent breaches of
Countrywide's confidentiality obligations hereunder and to specifically
enforce the terms hereof in addition to any other remedy to which Fremont or
the Company may be entitled at law or in equity.
(e) The confidentiality provisions of this Agreement shall survive
the termination of this Agreement.
6. TERMINATION. This Agreement may be terminated by either
party upon ninety (90) days' written notice to the other party.
Upon the termination of this Agreement, Fremont shall pay
Countrywide such compensation as may be payable for the period
prior to the effective date of such termination.
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7. MISCELLANEOUS. Each party agrees to perform such further acts as
are necessary to effectuate the purposes hereof. This Agreement shall be
construed and enforced in accordance with and governed by the laws of the
State of Ohio. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first above written.
FREMONT INVESTMENT ADVISORS, INC.
By: _______________________________
COUNTRYWIDE FUND SERVICES, INC.
By: _______________________________
Its: President
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SCHEDULE A
COMPENSATION
As Sub-Transfer Agent:
Fremont Global Fund: payable monthly at
rate of $17/account
per year; subject to
minimum of $1,500 per month
Fremont Growth Fund: payable monthly at
rate of $17/account
per year; subject to
minimum of $1,500 per month
Fremont California Intermediate payable monthly at
Tax-Free Fund: rate of $20/account
per year; subject to
minimum of $1,500 per month
Fremont Money Market Fund: payable monthly at
rate of $20/account
per year; subject to
minimum of $1,500 per month
Fremont Bond Fund: payable monthly at
rate of $20/account
per year; subject to
minimum of $1,500 per month
Fremont International Growth Fund: payable monthly at
rate of $17/account
per year; subject to
minimum of $1,500 per month
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Fremont U.S. Micro-Cap Fund: payable monthly at
rate of $17/account
per year; subject to
minimum of $1,500 per month
Fremont International Small Cap Fund: payable monthly at
rate of $17/account
per year; subject to
minimum of $1,500 per month
Fremont Emerging Markets Fund: payable monthly at
rate of $17/account
per year; subject to
minimum of $1,500 per month
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