Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
Fremont Mutual Funds, Inc.
- - ----------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- - ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(j)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
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<PAGE>
FREMONT MUTUAL FUNDS, INC.
50 Fremont Street
San Francisco, California 94105
December 27, 1995
PLEASE READ THIS LETTER...IMPORTANT DOCUMENTS ENCLOSED.
Dear Fremont Mutual Fund Shareholder:
I am writing to inform you of an important vote involving all shareholders
of Fremont Mutual Funds, Inc. I urge you to exercise your right to vote
in the election of directors and to vote for the list of nominees.
Enclosed is a packet which provides more information. In this packet you
will find the following items:
1. A notice of an annual meeting of shareholders.
2. A proxy statement which details the proposal to elect seven
directors.
3. A proxy card, for you to use as a ballot if you do not plan to
attend the meeting.
How to Vote
- - -----------
If you would like to cast your vote in person, you may do so at the annual
meeting of shareholders that will take place at 11:00 a.m. on Thursday,
January 25, 1996 in the 37th floor Boardroom at 50 Fremont Street, San
Francisco.
IF YOU DO NOT PLAN TO ATTEND THE MEETING, IT IS IMPORTANT THAT YOU EXERCISE
YOUR VOTING RIGHTS BY COMPLETING THE PROXY CARD LOCATED ON THE LAST PAGE
OF THIS PACKAGE AND RETURNING IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE BY
JANUARY 25 , 1996.
The Board of Directors has recommended that the list of nominees be elected
to the Board by the shareholders of Fremont Mutual Funds, Inc.
If you have any questions about any of these materials, please call us at
1-800-548-4539
(press 1).
Sincerely,
/s/ David L. Redo
David L. Redo
President and CEO
<PAGE>
FREMONT MUTUAL FUNDS, INC.
50 Fremont Street
San Francisco, California 94105
- - ---------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on January 25, 1996
- - ---------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that an annual meeting of shareholders of
Fremont Mutual Funds, Inc., will be held at 50 Fremont Street, 37th
Floor Board Room, San Francisco, California 94105, on Thursday, January
25, 1996 at 11:00 a.m. to consider and vote on the following matters:
1. To elect seven directors, each to serve until his successor is duly
elected and shall qualify; and
2. To transact any other business, not currently contemplated, that may
properly come before the meeting in the discretion of the proxies or
their substitutes.
Shareholders of record at the close of business on November 15, 1995
are entitled to notice of and to vote at this meeting or any adjournment
thereof.
By order of the Board of Directors,
/s/ Albert W. Kirschbaum
Albert W. Kirschbaum, Secretary
December 19, 1995
- - -----------------------------------------------------------------------
Please execute the enclosed proxy and return it promptly in the
enclosed envelope, thus avoiding unnecessary expense and delay. No
postage is required if mailed in the United States. The proxy is
revocable and will not affect your right to vote in person if you attend
the meeting.
<PAGE>
FREMONT MUTUAL FUNDS, INC.
50 FREMONT STREET
SAN FRANCISCO, CALIFORNIA 94105
- - ------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on January 25, 1996
- - ------------------------------------------------------------------------
PROXY STATEMENT
- - ------------------------------------------------------------------------
This proxy statement is furnished in connection with the
solicitation by the board of directors (the "Board of Directors" or
"Board") of Fremont Mutual Funds, Inc. (the "Corporation") of proxies
for use at the annual meeting of shareholders or at any adjournment
thereof. The proxy statement and form of proxy were first mailed to
shareholders on or about December 27, 1995.
The Board of Directors, of whom four were elected by shareholders
and two were appointed by the Board to fill interim vacancies, is
currently comprised of six individuals. The Board of Directors recently
nominated a seventh individual to serve on the Board to fill a vacancy.
At least two-thirds of the individuals serving on the Board of Directors
are required by the Investment Company Act of 1940 to have been elected
by shareholders. Although the Board generally has the authority
pursuant to the Articles of Incorporation and Bylaws to elect and
replace directors, the Board of Directors cannot elect a seventh member
because shareholders of the Corporation would not have elected two-
thirds of the directors. Consequently, the purpose of the annual
meeting is to elect seven directors to serve on the Board.
A proxy, if properly executed, duly returned and not revoked, will
be voted in accordance with the specifications therein. A proxy which is
properly executed that has no voting instructions to a proposal will be
voted for that proposal. A shareholder may revoke a proxy at any time
prior to use by filing with the Secretary of the Corporation an
instrument revoking the proxy, by submitting a proxy bearing a later
date, or by attending and voting at the meeting.
The Corporation has retained Management Information Services Corp.
("MIS") to solicit proxies for the annual meeting. MIS is responsible
for printing proxy cards, mailing proxy material to shareholders,
soliciting brokers, custodians, nominees and fiduciaries, tabulating the
returned proxies and performing other proxy solicitation services. The
anticipated cost of such services is approximately $9,000, and will be
paid by the Corporation. The Corporation will also pay the printing and
postage costs of the solicitation.
In addition to solicitation through the mails, proxies may be
solicited by officers, employees and agents of the Corporation without
additional cost to the Corporation. Such solicitation may be by
telephone, facsimile or otherwise. The Corporation will reimburse MIS,
brokers, custodians, nominees and fiduciaries for the reasonable
expenses incurred by them in connection with forwarding solicitation
material to the beneficial owners of shares held of record by such
persons.
THE CORPORATION'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED OCTOBER
31, 1994 AND THE CORPORATION'S MOST RECENT SEMIANNUAL REPORT ARE
AVAILABLE AT NO CHARGE BY WRITING TO THE CORPORATION AT 50 BEALE STTEET,
SUITE 100, SAN FRANCISCO, CALIFORNIA 94105, OR BY CALLING THE
CORPORATION NATIONWIDE TOLL-FREE 800-548-4539 (PRESS 1). ON OR BEFORE
DECEMBER 30, 1995, THE CORPORATION'S ANNUAL REPORT FOR THE FISCAL YEAR
ENDED OCTOBER 31, 1995 WILL BE MAILED TO SHAREHOLDERS.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Directors has fixed the close of business on November
15, 1995 as the record date for the determination of shareholders
entitled to notice of and to vote at the annual meeting of shareholders
or any adjournment thereof. The Corporation is comprised of eight
separate funds, the Fremont Money Market Fund, the Fremont Bond Fund,
the Fremont Global Fund, the Fremont Growth Fund, the Fremont
International Growth Fund, the Fremont International Small Cap Fund, the
Fremont U.S. Micro-Cap Fund and the Fremont California Intermediate Tax-
Free Fund (individually, a "Fund" and collectively, the "Funds"), each
of which is represented by a separate series of the Corporation's
shares. As of the record date there were 359,520,313 shares of common
stock, $0.0001 par value, of the Corporation outstanding, comprised of
303,228,266 shares of the Fremont Money Market Fund, 8,690,212 shares
of the Fremont Bond Fund, 33,864,562 shares of the Fremont Global Fund,
4,730,840 shares of the Fremont Growth Fund, 3,292,593 shares of the
Fremont International Growth Fund, 474,408 shares of the Fremont
International Small Cap Fund, 616,984 shares of the Fremont U.S. Micro-
Cap Fund and 4,622,448 shares of the Fremont California Intermediate
Tax-Free Fund. All full shares of the Corporation are entitled to one
vote, with proportionate voting for fractional shares.
On November 15, 1995, BF Fund Limited, 50 Fremont Street, San
Francisco, California owned of record 2,844,847 or 8.40% of the
outstanding shares of the Fremont Global Fund, 2,925,653 or 63.29% of
the outstanding shares of the Fremont California Intermediate Tax-Free
Fund, 3,246,025 or 68.61% of the outstanding shares of the Fremont
Growth Fund, 2,693,274 or 81.81% of the outstanding shares of the
Fremont International Growth Fund and 70,572 or 11.44% of the
outstanding shares of the Fremont U.S. Micro-Cap Fund; Bechtel Master
Trust for Qualified Employee Bankers Trust Co. Trustee, P.O. Box 1742
Church Street Station, New York, New York owned of record 15,639,889 or
46.18% of the outstanding shares of the Fremont Global Fund, 161,399,536
or 53.23% of the outstanding shares of the Fremont Money Market Fund and
7,375,713 or 84.87% of the outstanding shares of the Fremont Bond Fund;
Fremont Group, Inc., 50 Fremont Street, San Francisco, California owned
of record 52,403,455 or 17.28% of the Fremont Money Market Fund; Willis
S. and Marion B. Slusser, 200 Deer Valley Road #1D, San Rafael,
California owned of record 298,321 or 6.45% of the outstanding shares of
the Fremont California Intermediate Tax-Free Fund; Sequoia Ventures,
Inc., 50 Fremont Street, Suite 3600, San Francisco, California owned of
record 554,859 or 6.38% of the outstanding shares of the Fremont Bond
Fund; Charles Schwab & Co., Inc., 100 Montgomery Street, San Francisco,
California owned of record 291,829 or 6.17% of the outstanding shares of
the Fremont Growth Fund and 193,833 or 40.86% of the outstanding shares
of the Fremont International Small Cap Fund; Bank of New York as Trustee
for Various Pensions Plans, 1 Wall Street, New York, New York owned of
record 250,747 or 7.62% of the outstanding shares of the Fremont
International Growth Fund; Fremont Investment Advisors, Inc., 50 Beale
Street, San Francisco, California owned of record 100,197 or 16.24% of
the outstanding shares of the Fremont U.S. Micro-Cap Fund and 100,833 or
21.25% of the outstanding shares of the Fremont International Small Cap
Fund; Morgan Grenfell Capital Management, Inc., 885 Third Avenue, New
York, New York owned of record 49,553 or 8.03% of the outstanding shares
of the Fremont U.S. Micro-Cap Fund; Don J. and Rosemary T. Gunther 93
Family Trust, Flat A, 107 Eaton Square, London SW1W 9AA, United Kingdom
owned of record 50,080 or 8.12% of the outstanding shares of the Fremont
U.S. Micro-Cap Fund; and Gary L. Bergstrom, 303 Marsh Street, Belmont,
Massachusetts owned of record 25,259 or 5.32% of the outstanding shares
of the Fremont International Small Cap Fund. No other person owned of
record and, according to information available to the Corporation, no
other person owned beneficially, 5% or more of the outstanding shares of
the Corporation (or any Fund) on the record date.
If a quorum (more than 50% of the outstanding shares of the
Corporation) is represented at the meeting, the vote of a plurality of
the Corporation's shares represented at the meeting is required for the
election of directors. If a quorum is present at the meeting but
sufficient votes to approve the proposal described herein is not
received, the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of a majority of
those shares represented at the meeting in person or by proxy. A
shareholder vote may be taken on the proposal in this proxy statement
prior to any such adjournment if sufficient votes have been received and
it is otherwise appropriate. Abstentions and "broker non-votes" are
counted for purposes of determining whether a quorum is present but do
not represent votes cast with respect to a proposal. "Broker non-votes"
are shares held by a broker or nominee for which an executed proxy is
received by the Corporation, but are not voted as to one or more
proposals because instructions have not been received from the
beneficial owners or persons entitled to vote and the broker or nominee
does not have discretionary voting power.
The directors of the Corporation intend to vote all of their shares
in favor of the Board nominees listed in this proxy. As of the record
date, all nominees for election as directors and officers as a group
owned of record or beneficially 1.5% of the outstanding shares of the
Fremont International Growth Fund, 1.8% of the outstanding shares of the
Fremont International Small Cap Fund, 1.1% of the outstanding shares of
the Fremont U.S. Micro-Cap Fund, and less than 1% of the outstanding
shares of each of the other Funds and the Corporation as a whole.
I. ELECTION OF DIRECTORS
Seven directors are to be elected, each to serve until his successor
is duly elected and shall qualify. The following table sets forth
certain information regarding each nominee for election as a director by
shareholders. Each nominee, except for Mr. Egan, is a member of the
present Board of Directors.
<PAGE>
<TABLE>
<C> <C> <C> <C> <C>
Amount and
Nature of Compensation
Name and Principal Occupation Beneficial During the
During the Past Five Years Ownership Fiscal Year
and Directorships of Director of Shares of Ended October
Public Companies Age Since the Corporation 31, 1995
- - ----------------------------- --- -------- --------------- ------------
**DAVID L. REDO 58 1988 * $ 0
President, Chief Executive
Officer and a Director of
Fremont Investment Advisors,
Inc. (the investment
advisor to the Funds) and
Managing Director of The
Fremont Group. He is
also a director of Sequoia
Ventures, Sit/Kim International
Investment Associates and J.P.
Morgan Securities Asia.
**VINCENT P. KUHN, JR. 63 1988 * 0
Executive Vice President
and a Director of Fremont
Investment Advisors, Inc.
**ALBERT W. KIRSCHBAUM 57 1993 * 0
Senior Vice President and a
Director of Fremont
Investment Advisors, Inc.
RICHARD E. HOLMES 52 1988 * 3,000
Vice President and a
Director of BelMar Advisors,
Inc. (a marketing firm for
investment advisors).
WILLIAM W. JAHNKE 51 1988 * $4,500
Principal of Jahnke &
Associates (a consulting
company). He is also
Managing Director of
Investments Financial
Design (an investment
advisor). He is the former
Chairman of the Board of
Directors of Vestek Systems,
Inc. (an investment software
company).
DONALD C. LUCHESSA 65 1991 * 4,500
Principal of DCL Advisory
(a marketing firm for
investment advisors).
***DAVID L. EGAN 61 Nominee * 0
President of Fairfield
Capital Associates (an
investment advisor) and
Fairfield Capital Funding,
Inc. (a registered
broker-dealer).
</TABLE>
[FN]
* As of November 15, 1995, each individual director or nominee
owns of record or beneficially less than 1% of the
outstanding shares of each of the Funds and of the
Corporation as a whole.
** Messrs. Redo, Kuhn and Kirschbaum, as affiliated persons of
Fremont Investment Advisors, Inc., the Corporation's
investment advisor, are "interested persons" of the
Corporation within the meaning of Section 2(a)(19) of the
Investment Company Act of 1940. Messrs. Redo, Kuhn and
Kirschbaum may directly or indirectly receive benefits from
such affiliation.
*** As an affiliated person of a registered broker-dealer, Mr.
Egan is an "interested person" of the Corporation within the
meaning of Section 2(a)(19) of the Investment Company Act of
1940 (the "1940 Act"). However, it is expected that,
immediately after his election, the Board will make certain
determinations and adopt certain resolutions pursuant to
Rule 2a19-1 under the 1940 Act, so that he will not be
considered an interested person pursuant to Section
2(a)(19).
[/FN]
All nominees have consented to being named in this proxy
statement and have agreed to serve if elected. Directors on the
Board who are not interested persons of the Corporation will
receive $1,500 for each Board meeting attended and reimbursement
for expenses incurred in attending the meeting.
The Corporation has an Audit Committee and a Contracts
Committee, each consisting of Richard E. Holmes, William W.
Jahnke and Donald C. Luchessa. The Audit and Contracts
Committees make recommendations to the Board of Directors as
deemed necessary concerning the review of the Corporation's
investment advisory agreements and other service contracts, the
selection of the Corporation's independent public accountants,
and other matters related to the provision of services to the
Corporation. Committee members receive no additional
compensation for attending a Committee meeting. It is
anticipated that Mr. Egan will be elected to the Audit Committee
and to the Contracts Committee following his election to the
Board of Directors.
During the fiscal year ended October 31, 1995, the Board of
Directors held four meetings and the Audit and Contracts
Committees each held one meeting. During such fiscal year, each
director attended at least 75% of the aggregate of (i) the total
number of meetings of the Board of Directors and (ii) the total
number of meetings held by all committees of the Board of
Directors on which he served.
<PAGE>
EXECUTIVE OFFICERS. The Corporation's executive officers
are set forth below. The business address of each officer is 50
Fremont Street, San Francisco, California 94105.
Executive
Name and Principal Occupation Officer Position with
During the Past Five Years Age Since the Corporation
- - ----------------------------- --- --------- ----------------
DAVID L. REDO 58 1988 President and
(See Page 4) Chief Executive
Officer
VINCENT P. KUHN, JR. 63 1988 Executive Vice
(See Page 4) President and
Compliance Officer
ALBERT W. KIRSCHBAUM 57 1993 Senior Vice
(See Page 4) President and
Secretary
MARYCATHERINE DWYER 32 1995 Vice President,
Vice President of Fremont Assistant
Investment Advisors, Inc. Compliance Officer
She formerly was a and Assistant
Registered Representative Secretary
of Liberty Securities and
IDS/American Express.
WILLIAM M. FEENEY 39 1990 Vice President
Vice President of
Fremont Investment
Advisors, Inc.
NORMAN GEE 45 1993 Vice President
Vice President of Fremont
Investment Advisors, Inc.
ROBERT H. HADDICK 35 1993 Vice President
Vice President of Fremont
Investment Advisors, Inc.
ALEXANDRA W. KINCHEN 50 1993 Vice President
Vice President of Fremont
Investment Advisors, Inc.
PETER F. LANDINI 44 1988 Senior Vice
Senior Vice President President and
and a Director of Fremont Treasurer
Investment Advisors, Inc.
ANDREW L. PANG 46 1993 Vice President
Vice President of Fremont
Investment Advisors, Inc.
IAN R. STONE 31 1992 Vice President,
Vice President of Fremont Assistant
Investment Advisors, Inc. Secretary and
Assistant
Treasurer
RICHARD G. THOMAS 38 1991 Vice President
Vice President of Fremont
Investment Advisors, Inc.
He formerly was an
Institutional Salesperson
at Charles Schwab & Co.
OTHER INFORMATION. Fremont Investment Advisors, Inc., 50
Fremont Street, San Francisco, California 94105, serves as
investment advisor and provides administrative services to the
Corporation. Funds Distributor, Inc., One Exchange Place, 10th
Floor, Boston, Massachusetts, serves as the principal underwriter
for shares of the Corporation. MGF Service Corp., 312 Walnut
Street, 21st Floor, Cincinnati, Ohio 45202, serves as the
Corporation's transfer agent.
II. OTHER BUSINESS
The proxy holders have no present intention of bringing
any matter before the meeting other than the election of
directors or matters in connection with or for the purpose of
effecting the same. Neither the proxy holders nor the Board of
Directors are aware of any matters which may be presented by
others. If any other business shall properly come before the
meeting, the proxy holders intend to vote thereon in accordance
with their best judgment.
Any shareholder proposal intended to be presented at
the next shareholder meeting must be received by the Corporation
for inclusion in its Proxy Statement and form of Proxy relating
to such meeting at a reasonable time before the solicitation of
proxies for the meeting is made. The Corporation does not hold
regularly scheduled annual meetings of shareholders.
By Order of the Board of Directors,
/s/ Albert W. Kirschbaum
Albert W. Kirschbaum
Secretary
Date: December 19, 1995
- - ----------------------------------------------------------------
Please complete, date and sign the enclosed Proxy and return it
promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
<PAGE>
FREMONT MUTUAL FUNDS, INC.
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 25, 1996
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF FREMONT MUTUAL FUNDS, INC.
The undersigned hereby appoints David L. Redo and Vincent P. Kuhn,
Jr., and each of them, as Proxies with power of substitution and
hereby authorizes each of them to represent and to vote as provided
below, all shares of beneficial interest of the above Corporation
which the undersigned is entitled to vote at the annual meeting of
shareholders to be held on January 25, 1996 or at any adjournment
thereof.
1. / / WITH / / WITHOUT authority to vote for the election of
all nominees for director as listed below (except as marked to
the contrary below).
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME LISTED BELOW.
D. Redo, V. Kuhn, A. Kirschbaum, R. Holmes,
W. Jahnke, D. Luchessa, D. Egan
2. In their discretion, the Proxies are authorized to vote upon
such other matters as may properly come before the meeting.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF DIRECTORS.
The undersigned acknowledges receipt of the Notice of Special
Meeting and Proxy Statement dated December 19, 1995.
- - -------------------------- -------------------------------
Date Signed Signature
- - -------------------------- -------------------------------
Date Signed Signature(s)
Note: Please sign exactly as
your name appears on this
proxy. If signing for an
estate, trust or corporation,
title or capacity should be
stated. If shares are held
jointly, both signers shall
sign, although the signature of
one will bind the other.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
