U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer:
Fremont Mutual Funds, Inc.
50 Fremont Street, Suite 3600
San Francisco, California 94105-2239
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2. Name of each series or class of funds for which this notice is
filed:
Fremont Global Fund Fremont International Growth Fund
Fremont Money Market Fund Fremont Bond Fund
Fremont California Fremont U.S. Micro-Cap Fund
Intermediate Tax-Free Fund Fremont International Small Cap Fund
Fremont Growth Fund Fremont Emerging Markets Fund
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3. Investment Company Act File Number: 811-5632
Securities Act File Number: 33-23453
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4. Last day of fiscal year for which this notice is filed:
October 31, 1996
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5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
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6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
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7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
NONE
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8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
NONE
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9. Number and aggregate sale price of securities sold during the
fiscal year:
NUMBER OF SHARES SALE PRICE
--------------- ----------
Fremont Global Fund 5,889,696 $ 86,354,528
Fremont Money Market Fund 308,476,828 308,476,828
Fremont California Intermediate Tax-Free
Fund 210,037 2,285,491
Fremont Growth Fund 2,313,441 31,461,523
Fremont International Growth Fund 727,743 7,454,198
Fremont Bond Fund 1,778,229 17,733,366
Fremont U.S. Micro-Cap Fund 8,424,985 162,319,610
Fremont International Small Cap Fund 583,448 5,840,661
Fremont Emerging Markets Fund 401,191 3,982,064
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ISSUER TOTALS 328,805,598 $625,908,269
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10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
NUMBER OF SHARES SALE PRICE
--------------- ----------
Fremont Global Fund 5,889,696 $ 86,354,528
Fremont Money Market Fund 308,476,828 308,476,828
Fremont California Intermediate Tax-Free
Fund 210,037 2,285,491
Fremont Growth Fund 2,313,441 31,461,523
Fremont International Growth Fund 727,743 7,454,198
Fremont Bond Fund 1,778,229 17,733,366
Fremont U.S. Micro-Cap Fund 8,424,985 162,319,610
Fremont International Small Cap Fund 583,448 5,840,661
Fremont Emerging Markets Fund 401,191 3,982,064
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ISSUER TOTALS 328,805,598 $625,908,269
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Fremont Global Fund 2,372,436 $ 34,110,706
Fremont Money Market Fund 15,409,433 15,409,433
Fremont California Intermediate Tax-Free
Fund 206,265 2,227,490
Fremont Growth Fund 301,367 3,876,573
Fremont International Growth Fund 2,541 25,025
Fremont Bond Fund 747,888 7,427,929
Fremont U.S. Micro-Cap Fund 20,793 313,977
Fremont International Small Cap Fund 2,288 20,865
Fremont Emerging Markets Fund 2,631 25,913
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ISSUER TOTALS 19,065,642 $ 63,437,911
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12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $625,908,269
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 63,437,911
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(iii) Aggregate price of shares redeemed or
purchased during the fiscal year
(if applicable): - 499,232,185
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(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable) +
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(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): 190,113,995
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(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x .0003030303
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(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 57,610.30
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Instruction: Issuers should complete line (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
(17CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
December 27, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ John F. Splain
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Assistant Secretary
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Date December 30, 1996
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*Please print the name and title of the signing officer below the
signature.
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HELLER, EHRMAN, WHITE & McAULIFFE
ATTORNEYS
A Partnership Including Professional Corporations
333 Bush Street . San Francisco, California 94104-2878
Cable HELPOW - TELEX 184-996 - Facsimile (416) 772-6268
Telephone (415) 772-6000
625 University Avenue 701 Fifth Avenue
Palo Alto, California 94501-1908 Seattle, Washington 98104-7098
Facsimile (416) 824-0638 Facsimile (206) 447-0849
Telephone (416)526-7600 Telephone (206)447-0900
601 South Figueroa Street 1201 Pacific Avenue
Los Angeles, California 90017-5257 Tacoma, Washington 25402-4308
Facsimile (213)614-1868 Facsimile (206)572-6743
Telephone (213)632-0200 Telephone (206)572-6666
1300 S.W. Fifth Avenue 550 West 7th Avenue
Portland, Oregon 27203-5696 Anchorage, Alaska 99601-3671
Facsimile (503)241-0960 Facsimile (907)277-1920
Telephone (503)227-7400 Telephone (907)277-1900
December 30, 1996
Fremont Mutual Funds, Inc.
333 Market Street, Suite 2600
San Francisco, CA 94105
Ladies and Gentlemen:
You have requested our opinion as counsel to Fremont Mutual Funds,
Inc., a Maryland corporation (the "Group"), with respect to shares of common
stock of Fremont Money Market Fund, Fremont Bond Fund, Fremont Global Fund,
Fremont Growth Fund, Fremont International Growth Fund, Fremont International
Small Cap Fund, Fremont Emerging Markets Fund, Fremont U.S. Micro-Cap Fund, and
Fremont California Intermediate Tax-Free Fund (the "Funds") sold by the Group
during its fiscal year ended October 31, 1996 (the "Shares"), in connection with
the notice (the "Notice") being filed by the Group with the Securities and
Exchange Commission pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended (the "Act").
In connection with this opinion, we have assumed the authenticity of
all records, documents, and instruments submitted to us as originals, the
genuineness of all signatures, the legal capacity of natural persons, and the
conformity to the originals of all records, documents, and instruments submitted
to us as copies. We have based our opinion upon our review of the following
records, documents, and instruments:
(a) The Group's Amended Articles of Incorporation, dated October
4, 1988 and in effect throughout the fiscal year ended October
31, 1996 (the "Fiscal Year"), which were certified to us by an
officer of the Group as being true and complete.
(b) The By-laws of the Group, as amended through the date hereof,
certified to us by an officer of the Group as being true and
complete and in effect throughout the Fiscal Year;
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Fremont Mutual Funds, Inc.
December 30, 1996 Page 2
(c) The Prospectuses and Statements of Additional Information
effective during the Fiscal Year;
(d) The Resolution adopted by the Board of the Group at a meeting
of the Board on October 26, 1988, authorizing the amendments
to the Group's registration statement; and
(e) A certificate of the President of the Group concerning
certain factual matters.
In rendering our opinion below, we have assumed that all of the
Group's Shares were issued and sold at the per-share net asset value on the date
of their issuance in accordance with the statements in the Group's then-current
Prospectuses and in accordance with Article V of the Group's Articles of
Incorporation. In rendering our opinion, we have assumed that all monies in
consideration for the Shares were actually received by the Group. We have not
conducted an independent examination of the books and records of the Group for
the purpose of determining whether all of the Group's Shares were fully paid
prior to their issuance and do not believe it to be our obligation to do so.
Our opinion below is limited to the federal law of the United States
and the corporate law of the State of Maryland. We are not licensed to practice
law in the State of Maryland, and we have based our opinion to the extent it
concerns the corporate law of the State of Maryland solely on our review of the
General Corporation Law of Maryland as reported in Prentice Hall Law & Business,
Corporation Statutes (1995) and as updated on Lexis. We have not undertaken a
review of other Maryland law or of any administrative or court decisions in
connection with rendering this opinion. We disclaim any opinion as to any law
other than that of the United States and the corporate law of the State of
Maryland as described above, and we disclaim any opinion as to any statute,
rule, regulation, ordinance, order or other promulgation of any regional or
local governmental body.
Based upon such examination and subject to the foregoing, we are of
the opinion that the Group's Shares, as sold in reliance upon the registration
under the Securities Act of 1933, as amended, pursuant to Rule 24f-2 under the
Act, were legally issued, fully paid and non-assessable, by the Group.
We hereby consent to the filing of this opinion as an exhibit to the
Notice being filed by the Group with the
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Fremont Mutual Funds, Inc.
December 30, 1996 Page 3
Securities and Exchange Commission. This opinion is rendered to you in
connection with that Notice and is solely for your benefit. This opinion may not
be relied upon by you for any other purpose, or relied upon by any other person,
firm or other entity for any purpose, without our prior written consent.
Sincerely yours,
/s/ Heller Ehrman White & McAuliffe
Heller Ehrman White & McAuliffe
