FREMONT MUTUAL FUNDS INC, 497, 1998-01-06

FREMONT MUTUAL FUNDS INC
497, 1998-01-06

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FREMONT
MUTUAL
FUNDS, INC.

- Real Estate Securities Fund

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December 31, 1997
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TABLE OF CONTENTS

ITEM PAGE NO.

Summary of Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . 2
The Advisor, The Sub-Advisor and the Fund. . . . . . . . . . . . . . . . . 3
Investment Objective, Policies and Risk Considerations . . . . . . . . . . 4
General Investment Policies. . . . . . . . . . . . . . . . . . . . . . . . 5
Investment Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
How to Invest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Shareholder Account Services and Privileges. . . . . . . . . . . . . . . . 9
How to Redeem Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Retirement Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Dividends, Distributions and Federal Income Taxation . . . . . . . . . . .11
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Calculation of Net Asset Value and Public Offering Price . . . . . . . . .13
Execution of Portfolio Transactions. . . . . . . . . . . . . . . . . . . .13
General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Telephone Numbers and Addresses. . . . . . . . . . . . . . . . . . . . . .15

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PROSPECTUS

FREMONT MUTUAL FUNDS, INC. is an open-end investment company which under this
Prospectus is offering shares in the FREMONT REAL ESTATE SECURITIES FUND (the
"Fund").

FREMONT REAL ESTATE SECURITIES FUND seeks to obtain total return through a
combination of income and long-term capital appreciation by investing primarily
in equity securities of companies in the real estate industry.

There can be no assurance that the Fund will achieve its investment objective.
The Fund is a non-diversified fund as defined by the Investment Company Act of
1940 (the "1940 Act").

Shares of the Fund are offered without a sales charge.

This Prospectus, which should be retained for future reference, sets forth
concisely the information an investor should know before investing. Should more
detailed information be desired, a Statement of Additional Information, which is
incorporated by reference into this Prospectus, is available without charge by
calling toll-free 800-548-4539 (press 1) or by writing to Fremont Mutual Funds,
Inc., 50 Beale Street, Suite 100, San Francisco, California 94105.

LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is December 31, 1997.

FOR FURTHER INFORMATION OR TO REQUEST A COPY OF THE STATEMENT OF ADDITIONAL
INFORMATION, CALL 800-548-4539.

FREMONT MUTUAL FUNDS 1

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SUMMARY OF FEES AND EXPENSES

RETAIL SHARES
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fees(a) None
Exchange Fee None

ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)(b)

Management Fee 1.00%
12b-1 Expenses(c) .25%
Other Expenses after Reimbursement 1.25%
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Total Fund Operating Expenses 1.50%

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Example: You would pay the following total expenses on a $1,000 investment in
the Fund, assuming (1) a 5% annual return and (2) redemption at the end of each
time period:

1 Year $15
3 Years $47

THIS EXAMPLE SHOULD NOT BE CONSIDERED AS REPRESENTATIVE OF FUTURE EXPENSES
OR ANNUAL RETURNS. ACTUAL EXPENSES AND ANNUAL RETURNS MAY BE GREATER OR LESS
THAN THOSE SHOWN ABOVE.

The purpose of the above table is to give you information and assistance in
understanding the various costs and expenses of the Fund that an investor may
bear directly or indirectly. Other expenses include, but are not limited to,
transfer agent fees paid to Fremont Investment Advisors, Inc.; custody, legal
and audit fees; costs of registration of Fund shares under applicable laws; and
costs of printing and distributing reports to shareholders. The percentages
expressing annual fund operating expenses of the Fund are based on estimated
expenses for the current fiscal year.

See "The Advisor, the Sub-Advisor and the Fund."

(a) A wire transfer fee is charged by the Transfer Agent in the case of
redemptions made by wire. Such fee is subject to change and is currently
$10. See "How to Redeem Shares."
(b) The Advisor has agreed to limit the Fund's total operating expenses to
1.50% of average daily net assets. The Fund may reimburse the Advisor for
any reductions in the Advisor's fees during the three years following that
reduction if such reimbursement is requested by the Advisor, if such
reimbursement can be achieved within the foregoing expense limit, and if
the Board of Directors approves the reimbursement at the time of the
request as not inconsistent with the best interests of the Fund. The
Advisor generally seeks to reimburse the oldest reductions and waivers
before payment of fees and expenses for the current year. Absent
reimbursements of expenses by the Advisor, other expenses and total
operating expenses are estimated to be .55% and 1.80%, respectively.

(c) 12b-1 fees may be paid to financial intermediaries for services provided
through sales program(s). Long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charges permitted by the
rules of the National Association of Securities Dealers. For more
information on 12b-1 fees, see "Plan of Distribution."

2 FREMONT MUTUAL FUNDS

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THE ADVISOR, THE SUB-ADVISOR AND
THE FUND

Fremont Mutual Funds, Inc. (the "Investment Company") is an open-end investment
company which under this Prospectus is offering shares in the Fremont Real
Estate Securities Fund. The Investment Company has other series offered under a
different prospectus, and the Board of Directors of the Investment Company is
permitted to create additional series at any time. The Fund has its own
investment objective and policies and operates as a separate mutual fund.

The management of the business and affairs of the Investment Company is the
responsibility of the Board of Directors. Fremont Investment Advisors, Inc.
(the "Advisor") provides the Fund with investment management services under an
Investment Advisory Agreement (the "Advisory Agreement") with the Investment
Company. The Advisory Agreement provides that the Advisor shall furnish advice
to the Fund with respect to its investments and shall, to the extent authorized
by the Board of Directors, determine what securities shall be purchased or sold
by the Fund. As described more fully below, the Advisor has retained Kensington
Investment Group (the "Sub-Advisor") to provide the Fund with portfolio
management services. The Advisor's Investment Committee oversees the portfolio
management of the Fund, including the services provided by the Sub-Advisor.

The professional staff of the Advisor has offered professional investment
management services regarding asset allocation in connection with securities
portfolios to the Bechtel Trust and Thrift Plan and the Bechtel Foundation since
1978 and to Fremont Investors, Inc. (formerly Fremont Group, Inc.) since 1987.
The Advisor also provides investment advisory services regarding asset
allocation, investment manager selection and portfolio diversification to a
number of large Bechtel-related investors. The Investment Company is one of its
clients.

As compensation for its services to the Fund, the Advisor receives from the Fund
an advisory fee, computed daily and paid monthly, of 1.00% per annum of the
Fund's average net assets. This advisory fee is higher than for most mutual
funds. The Fund also pays the Advisor a 12b-1 fee of 0.25% per annum, subject
to the terms of a plan of distribution more fully described under "Plan of
Distribution." In addition to the fees described above, the Fund pays its own
operating expenses including, but not limited to: taxes, if any; brokerage and
commission expenses, if any; interest charges on any borrowings; transfer agent,
administrator, custodian, legal and auditing fees; shareholder servicing fees
including fees to third-party servicing agents; fees and expenses of Directors
who are not interested persons of the Advisor or the Sub-Advisor; costs and
expenses of calculating daily net asset value; costs and expenses of accounting,
bookkeeping and recordkeeping required under the 1940 Act; insurance premiums;
trade association dues; fees and expenses of registering and maintaining
registration of shares under federal and applicable state securities laws; all
costs associated with shareholders' meetings and the preparation and
dissemination of proxy materials, except for meetings called solely for the
benefit of the Advisor of its affiliates; printing and mailing prospectuses,
statements of additional information and reports to shareholders; and other
expenses relating to the Fund's operations, plus any extraordinary and
non-recurring expenses that are not expressly assumed by the Advisor.

The Advisor anticipates waiving fees and reimbursing the Fund for other
operating expenses in order to limit total operating expenses to 1.50% of
average daily net assets. To the extent management fees are waived and/or other
expenses are reimbursed by the Advisor, the Advisor may elect to recapture such
amounts if it requests reimbursement within three years of the year in which the
waiver and/or reimbursement is made, and the Board of Directors approves the
reimbursement, and the Fund is able to make reimbursement and still stay within
the then current operating expense limitation.

Kensington Investment Group is an SEC-registered investment advisor that
specializes in the management of both publicly traded and non-traded real estate
securities portfolios. Kensington was founded in 1993 by principals who have
been active in real estate securities research, trading and portfolio management
since 1985. Kensington currently manages over $65 million in private funds,
which have invested in traded real estate investment trusts, real estate related
operating companies and existing real estate limited partnerships. John P.
Kramer, President and founding partner of Kensington Investment Group, is
involved in all aspects of the organization and is primarily responsible for
directing the firm's investment policies. Paul Gray, Vice President and
Portfolio Manager is responsible for securities investment decisions on behalf
of Kensington's portfolios.

Until terminated, the Portfolio Management Agreement between the Investment
Company (with respect to the Fund), the Advisor and the Sub-Advisor provides
that the Sub-Advisor will manage the investment and reinvestment of the assets
of the Fund and continually review and administer the Fund's investments. As
compensation for its services, the Advisor (not the Fund) pays the Sub-Advisor a
fee equal to .50% per annum of Fund assets managed by the Sub-Advisor. [Both the
Advisor and the Sub-Advisor will waive their fees for the first six months, and
will then continue to waive fees until the earlier of December 31, 1998 or until
assets in the Fund reach $25 million.] 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.

The Advisor will provide direct portfolio management services to the extent that
the Sub-Advisor does not provide these services. The Investment Company and the
Advisor have received from the Securities and Exchange Commission an order (the
"SEC Order") exempting the Fund from the

FREMONT MUTUAL FUNDS 3

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provisions of the 1940 Act that require the shareholders of the Fund to approve
the Fund's sub-advisory agreement(s) and any amendments thereto. The SEC Order
permits the Advisor to hire new sub-advisors, terminate sub-advisors, rehire
existing sub-advisors whose agreements have been re-assigned (and, thus,
automatically terminated), and modify sub-advisory agreements without the prior
approval of shareholders. By eliminating shareholder approval in these matters,
the Advisor would have greater flexibility in managing sub-advisors, and
shareholders would save the considerable expense involved in holding shareholder
meetings and soliciting proxies. The Advisor may in its discretion manage all
or a portion of the Fund's portfolio directly with or without the use of a
sub-advisor.

Investment Company Administration Corporation (the "Administrator"), pursuant to
an administrative agreement with the Advisor, supervises the administration of
the Investment Company and the Fund including, among other responsibilities, the
preparation and filing of documents required for compliance by the Fund with
applicable laws and regulations. Certain officers of the Investment Company may
be provided by the Administrator. For its services, the Administrator receives
an annual fee from the Advisor (not the Fund) equal to 0.02% of the first $1
billion of the Investment Company's average daily net assets and 0.015%
thereafter, subject to a minimum annual fee of $20,000 per Fund.

For additional information, see "Investment Advisory and Other Services" in the
Statement of Additional Information.

INVESTMENT OBJECTIVE, POLICIES AND RISK CONSIDERATIONS

The investment objective and policies of the Fund are stated below. The Fund is
intended for long-term investors, not for those who may wish to redeem their
shares after a short period of time.

All investments, including mutual funds, have risks, and no investment is
suitable for all investors. The Fremont Real Estate Securities Fund is not
intended to constitute a complete investment program. Investors should consult
with their financial and other advisors concerning the suitability of this
investment for their own particular circumstances. There is no assurance that
the Fund will achieve its investment objective.

The investment objective of the Real Estate Securities Fund is to seek total
return through a combination of income and long-term capital appreciation by
investing primarily in equity securities of companies in the real estate
industry. Equity securities include common stocks (including shares or units in
real estate investment trusts), rights or warrants to purchase common stocks,
limited partnership interests in master limited partnerships, securities
convertible into common stocks, and preferred stocks.

Under normal market conditions, at least 65% of the Portfolio's total assets
will be invested in equity securities of companies principally engaged in the
real estate industry. For purposes of the Fund's investment policies, a company
is in the real estate industry if it derives at least 50% of its revenues from
the ownership, construction, financing, management or sale of commercial,
industrial, or residential real estate or that has at least 50% of its assets in
such real estate. Companies in the real estate industry may include: REITs,
real estate operating companies, companies operating businesses which own a
substantial amount of real estate such as hotels and assisted living facilities
and development companies.

A substantial portion of the Fund's assets will be invested in securities of
real estate investment trusts ("REITs"). REITs pool investors' funds for
investment primarily in income producing real estate or real estate related
loans or interests. A REIT is not taxed on income distributed to shareholders if
it complies with several requirements relating to its organization, ownership,
assets, and income and a requirement that it distribute to its shareholders at
least 95% of its taxable income (other than net capital gains) for each taxable
year. REITs can generally be classified as Equity REITs, Mortgage REITs and
Hybrid REITs. Equity REITs, which invest the majority of their assets directly
in real property, derive their income primarily from rents. Equity REITs can
also realize capital gains by selling properties that have appreciated in value.
Mortgage REITs, which invest the majority of their assets in real estate
mortgages, derive their income primarily from interest payments. Hybrid REITs
combine the characteristics of both Equity REITs and Mortgage REITs.

The Fund will not invest in real estate directly, but only in securities issued
by real estate companies. However, the Fund may be subject to risks similar to
those associated with the direct ownership of real estate (in addition to
securities markets risks) because of its policy of concentration in the
securities of companies in the real estate industry. These include declines in
the value of real estate, risks related to general and local economic
conditions, dependency on management skill, increase in interest rates, possible
lack of availability of mortgage funds, overbuilding, extended vacancies of
properties, increased competition, increases in property taxes and operating
expenses, changes in zoning laws, losses due to costs resulting from the
clean-up of environmental problems, casualty or condemnation losses, limitations
on rents, changes in neighborhood values and the appeal of properties to
tenants. Certain REITs have relatively small capitalization, which may tend to
increase the volatility of the market price of securities issued by such REITs.

Rising interest rates may cause investors in REITs to demand a higher annual
yield from future distributions, which may in turn decrease market prices for
equity securities issued by REITs. Rising interest rates also generally increase
the costs of obtaining financing, which could cause the value of the Fund's
investments to decline. During periods of declining interest rates, certain
mortgage REITs may hold mortgages that the mortgagors elect to prepay, which
prepayment may diminish

4 FREMONT MUTUAL FUNDS

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the yield on securities issued by such mortgage REITs. In addition, mortgage
REITs may be affected by the ability of borrowers to repay when due the debt
extended by the REIT and equity REITs may be affected by the ability of tenants
to pay rent.

In addition to these risks, Equity REITs may be affected by changes in the value
of the underlying property owned by the trusts, while Mortgage REITs may be
affected by the quality of any credit extended. Further, Equity and Mortgage
REITs are dependent upon management skills and generally may not be diversified.
In addition, Equity and Mortgage REITs could possibly fail to qualify for tax
free pass-through of income under the Internal Revenue Code of 1986, as amended
(the "Code"), or to maintain their exemptions from registration under the
Investment Company Act of 1940 (the "1940 Act"). The above factors may also
adversely affect a borrower's or a lessee's ability to meet its obligations to
the REIT. In the event of a default by a borrower or lessee, the REIT may
experience delays in enforcing its rights as a mortgagee or lessor and may incur
substantial costs associated with protecting its investments.

The Fund is a non-diversified portfolio and is not limited by the 1940 Act in
the proportion of its assets that may be invested in the obligations of a single
issuer. The Fund, therefore, may invest a greater proportion of its assets in
the securities of a smaller number of issuers and will be subject to a greater
risk with respect to its portfolio securities. Any economic, regulatory, or
political developments affecting the value of the securities held in the Fund
could have a greater impact on the total value of the Fund's holdings than would
be the case if the Fund were classified as diversified under the 1940 Act.

Although the Fund invests primarily in common stocks, for liquidity purposes it
will normally invest a portion of its assets in high quality debt securities and
money market instruments with remaining maturities of one year or less,
including repurchase agreements. Whenever in the judgment of the Advisor or
Sub-Advisor market or economic conditions warrant, the Fund may, for temporary
defensive purposes, invest without limitation in these instruments. During
times that the Fund is investing defensively, the Fund will not be pursuing its
stated investment objective.

The Fund may also hold other types of securities from time to time, including
convertible and non-convertible bonds and preferred stocks, when the Advisor and
Sub-Advisor believe that these investments offer opportunities for capital
appreciation. Preferred stocks and bonds will be rated at the time of purchase
in the top four categories of Moody's Investors Service, Inc. (Baa or higher) or
Standard & Poor's Ratings Group (BBB or higher) or be of comparable quality as
determined by the Advisor or Sub-Advisor. Bonds and preferred stocks in the
lowest investment grade category (Baa or BBB) have speculative characteristics;
as a result, changes in the economy or other circumstances are more likely to
lead to a weakened capacity of such securities to make principal and interest
payments or to pay the preferred stock obligations than would occur with bonds
and preferred stocks in higher categories. See Appendix A to the Statement of
Additional Information for a description of rating categories.

GENERAL INVESTMENT POLICIES

MONEY MARKET INSTRUMENTS. The Fund may invest in any of the following "money
market" instruments: certificates of deposit, time deposits, commercial paper,
bankers' acceptances, and Eurodollar certificates of deposit; U.S.
dollar-denominated money market instruments of foreign financial institutions,
corporations, and governments; U.S. Government and agency securities; money
market mutual funds; and other debt securities which are not specifically named
but which meet the Fund's quality guidelines. The Fund also may enter into
repurchase agreements as described below and may purchase variable and floating
rate debt securities.

At the time of purchase, short-term securities must be rated in the top rating
category by at least two nationally recognized statistical rating organizations
("NRSROs") or by a single NRSRO in the case of a security rated by only one
NRSRO, or, if not rated by an NRSRO, must be of comparable quality as determined
by the Advisor or the Sub-Advisor. Generally, high quality short-term
securities must be issued by an entity with an outstanding debt issue rated A or
better by an NRSRO, or an entity of comparable quality as determined by the
Advisor or the Sub-Advisor. Obligations of foreign banks, foreign corporations,
and foreign branches of domestic banks must be payable in U.S. dollars. See
Appendix A to the Statement of Additional Information for a description of
rating categories.

U.S. GOVERNMENT SECURITIES. The Fund may invest in U.S. Government securities,
which are obligations of, or guaranteed by, the U.S. Government, its agencies or
instrumentalities. Some U.S. Government securities, such as Treasury bills,
notes, and bonds and Government National Mortgage Association certificates, are
supported by the full faith and credit of the United States; others, such as
those of the Federal Home Loan Mortgage Association, are supported by the right
of the issuer to borrow from the Treasury; others, such as those of the Federal
National Mortgage Association, are supported by the discretionary authority of
the U.S. Government to purchase the agency's obligations; and still others, such
as those of the Student Loan Marketing Association, are supported only by the
credit of the instrumentality. No assurance can be given that the U.S.
Government will provide financial support to U.S. Government agencies or
instrumentalities as described above in the future, other than as set forth
above, because it is not obligated to do so by law.

FREMONT MUTUAL FUNDS 5

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interest rate are fixed at the time of the transaction, but the settlement is
delayed). The Fund will not purchase when-issued securities the value of which
is greater than 5% of its net assets.

SHARES OF INVESTMENT COMPANIES. The Fund may invest some portion of its assets
in shares of other no-load, open-end investment companies and closed-end
investment companies to the extent that they may facilitate achieving the
objective of the Fund or to the extent that they afford the principal or most
practical means of access to a particular market or markets or they represent
attractive investments in their own right. The percentage of Fund assets which
may be so invested is not limited, provided that the Fund and its affiliates do
not acquire more than 3% of the shares of any such investment company. The
provisions of the 1940 Act may also impose certain restrictions on redemption of
the Fund's shares in other investment companies. The Fund's purchase of shares
of investment companies may result in the payment by a shareholder of
duplicative management fees. The Advisor and/or Sub-Advisor will consider such
fees in determining whether to invest in other mutual funds. The Fund will
invest only in investment companies which do not charge a sales load; however,
the Fund may invest in such companies with distribution plans and fees, and may
pay customary brokerage commissions to buy and sell shares of closed-end
investment companies.

REPURCHASE AGREEMENTS. As part of its cash reserve position, the Fund may enter
into repurchase agreements through which the Fund acquires a security (the
"underlying security") from the seller, a well-established securities dealer or
a bank that is a member of the Federal Reserve System. At that time, the bank
or securities dealer agrees to repurchase the underlying security at the same
price, plus a specified amount of interest. Repurchase agreements are generally
for a short period of time, often less than a week. The seller must maintain
with the Fund's custodian collateral equal to at least 100% of the repurchase
price, including accrued interest, as monitored daily by the Advisor and/or
Sub-Advisor. The Fund will not enter into a repurchase agreement with a
maturity of more than seven business days if, as a result, more than 15% of the
value of its net assets would then be invested in such repurchase agreements.
The Fund will enter into repurchase agreements only where (1) the underlying
securities are issued or guaranteed by the U.S. Government, (2) the market value
of the underlying security, including accrued interest, will be at all times
equal to or in excess of the value of the repurchase agreement, and (3) payment
for the underlying securities is made only upon physical delivery or evidence of
book-entry transfer to the account of the custodian or a bank acting as agent.
In the event of a bankruptcy or other default of a seller of a repurchase
agreement, the Fund could experience both delays in liquidating the underlying
securities and losses, including: (1) a possible decline in the value of the
underlying security during the period in which the Fund seeks to enforce its
rights thereto; (2) possible subnormal levels of income and lack of access to
income during this period; and (3) expenses of enforcing the Fund's rights.

PORTFOLIO TURNOVER. The Fund expects to trade in securities for short-term gain
whenever deemed advisable by the Advisor and/or Sub-Advisor in order to take
advantage of perceived anomalies occurring in general market, economic, or
political conditions. Therefore, the Fund may have a higher portfolio turnover
rate than that of some other investment companies, but it is anticipated that
the annual portfolio turnover rate of the Fund will not exceed 200%. The
portfolio turnover rate is calculated by dividing the lesser of sales or
purchases of long-term portfolio securities by the Fund's average month-end
long-term investments. High portfolio turnover involves correspondingly greater
transaction costs in the form of dealer spreads or brokerage commissions and
other costs that the Fund will bear directly, and may result in the realization
of net capital gains, which are generally taxable whether or not distributed to
shareholders.

LOANS OF PORTFOLIO SECURITIES. The Fund is authorized to make loans of its
portfolio securities to broker-dealers or to other institutional investors in an
amount not exceeding 33 1/3% of its net assets. The borrower must maintain with
the Fund's custodian collateral consisting of cash, cash equivalents, or U.S.
Government securities equal to at least 100% of the value of the borrowed
securities, plus any accrued interest. The Fund will receive any interest or
dividends paid on the loaned securities and a fee or a portion of the interest
earned on the collateral. The risks in lending portfolio securities, as with
other extensions of secured credit, consist of possible delay in receiving
additional collateral or in the recovery of the securities, or possible loss of
rights in the collateral should the borrower fail financially. The lender also
may bear the risk of capital loss on investment of the cash collateral, which
must be returned in full to the borrower when the loan is terminated. Loans
will be made only to firms deemed by the Advisor to be of good standing and will
not be made unless, in the judgment of the Advisor, the consideration to be
earned from such loans would justify the associated risk.

BORROWING. The Fund may borrow from banks an amount not exceeding 30% of the
value of its total assets for temporary or emergency purposes and may enter into
reverse repurchase agreements. If the income and gains on securities purchased
with the proceeds of borrowings or reverse repurchase agreements exceed the cost
of such borrowings or agreements, the Fund's earnings or net asset value will
increase faster than otherwise would be the case; conversely, if the income and
gains fail to exceed the cost, earnings or net assets value would decline faster
than otherwise would be the case.

6 FREMONT MUTUAL FUNDS

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than 15% of its assets in illiquid investments, which includes repurchase
agreements and fixed time deposits maturing in more than seven days, and
securities that are not readily marketable and restricted securities, unless the
Board of Directors determines, based upon a continuing review of the trading
markets for the specific restricted security, that such restricted securities
are liquid. The Board of Directors may adopt guidelines and delegate to the
Advisor or Sub-Advisor the daily function of determining and monitoring
liquidity of restricted securities. The Board, however, will retain sufficient
oversight and be ultimately responsible for the determinations.

WARRANTS OR RIGHTS. Warrants or rights may be acquired by the Fund in
connection with other securities or separately and provide the Fund with the
right to purchase other securities of the issuer at a later date. It is the
present intention of the Fund to limit its investments in warrants or rights,
valued at the lower of cost or market, to no more than 5% of the value of its
net assets. Warrants or rights acquired by the Fund in units or attached to
securities will be deemed to be without value for purposes of this restriction.

OPTIONS AND FUTURES CONTRACTS. When the Advisor and/or Sub-Advisor wishes to
hedge against market fluctuations, strategies such as buying puts, writing
calls, and selling futures may be used to reduce market exposure. Because most
stock index futures and options are based on broad stock market indices, their
performance tends to track the performance of common stocks generally, which may
or may not correspond to the types of securities in which the Fund invests. The
Fund will segregate cash, U.S. Government securities, or other liquid securities
(or, as permitted by applicable regulations, enter into certain offsetting
positions) to cover its obligations under options and futures contracts to avoid
leveraging.

To reduce principal volatility, the Fund may also (1) enter into futures
contracts--contracts for the future delivery of debt securities, stock, stock
index futures contracts with respect to the S&P 500 Index, small capitalization
stock market indices, or other similar broad-based stock market indices, the
premiums and initial margins of which are limited to 5% of the Fund's assets;
and (2) purchase put and call options on portfolio securities, stock indices, or
stock index futures contracts--the premiums of which are limited to 5% of the
Fund's assets.

The Fund may write put and call options. It will only do so by writing covered
put or call options, and the aggregate value of the securities underlying put
options, as of the date of sale of the options, will not exceed 50% of the net
assets of the Fund.

The Fund will segregate cash, cash equivalents, or liquid securities, or hold a
covered position against any potential delivery or payment obligations under any
outstanding option or futures contacts.

Options and futures can be volatile investments. If the Advisor and/or
Sub-Advisor applies a hedge at an inappropriate time or evaluates market
conditions incorrectly, options and futures strategies may lower the Fund's
return. The Fund could also experience a loss if the prices of its options or
futures positions were poorly correlated with its other investments, or if it
could not close out its positions because of an illiquid secondary market.

Although these investment practices will be used primarily to generate income or
to minimize the fluctuation of principal, they do involve risks which are
different in some respects from the investment risks associated with similar
funds which do not engage in such activities. These risks may include the
following: futures contracts--no assurance that closing purchase transactions
will be available at favorable prices, possible reduction of the Fund's income
due to the use of hedging, possible reduction in value of both the securities
hedged and the hedging instrument, possible loss in excess of the initial margin
payment; options and futures contracts--imperfect correlation between the
contract and the underlying security, commodity, or index and unsuccessful
hedging transactions due to incorrect forecasts of market trends; writing
covered call options--inability to effect closing transactions at favorable
prices and inability to participate in the appreciation of the underlying
securities above the exercise price and premium received; and purchasing or
selling put and call options--possible loss of the entire premium. A more
thorough description of these investment practices and their associated risks is
contained in the Statement of Addition Information.

INVESTMENT RESTRICTIONS. The Fund has certain fundamental policies that are
described in the Statement of Additional Information under "Investment
Restrictions." Those investment restrictions and the Fund's investment
objective cannot be changed without the approval of shareholders of the Fund;
all other investment practices described in this Prospectus and in the Statement
of Additional Information can be changed by the Board of Directors without
shareholder approval.

INVESTMENT RESULTS

The Fund may from time to time include information on its investment results
and/or comparisons of its investment results to various unmanaged indices or
results of other mutual funds or groups of mutual funds in advertisements, sales
literature, or reports furnished to present or prospective shareholders. All
such figures are based on historical performance data and are not intended to be
indicative of future performance. The investment return on and principal value
of an investment in the Fund will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost.

FREMONT MUTUAL FUNDS 7

<PAGE>

includes dividends and capital gain distributions, reinvested at net asset value
at the reinvestment date determined by the Board of Directors. The resulting
percentages indicate the positive or negative investment results that an
investor would have experienced from reinvested income dividends and capital
gain distributions and changes in share price during the period. The average
annual compounded rate of return over various periods may also be computed by
utilizing ending redeemable values as determined above.

The Fund's investment results will vary from time to time depending upon market
conditions, the composition of the Fund's portfolio, and operating expenses of
the Fund, so that any investment results reported by the Fund should not be
considered representative of what an investment in the Fund may earn in any
future period. When utilized, total return for the unmanaged indices described
in the Statement of Additional Information will be calculated assuming
reinvestment of dividends and interest, but will not reflect any deductions for
recurring expenses such as advisory fees, brokerage costs, or administrative
expenses. These factors and possible differences in calculation methods should
be considered when comparing the Fund's investment results with those published
for other investment companies, other investment vehicles, and unmanaged
indices. The comparison of the Fund to an alternative investment should be made
with consideration of differences in features and expected performance. The
Fund may also be mentioned in newspapers, magazines, or other media from time to
time. The Fund assumes no responsibility for the accuracy of such data. The
Fund's results also should be considered relative to the risks associated with
the Fund's investment objective and policies. See "Investment Results" in the
Statement of Additional Information.

Additional performance information regarding the Fund will be included in its
annual report, which will be mailed to shareholders without charge upon request.

HOW TO INVEST

The Fund will be closed to new shareholders whenever the Fund's market
capitalization exceeds 3/10 of 1% of the market capitalization, recalculated
quarterly, of the REITs which comprise the "ALL REITS Index" as published by the
National Association of Real Estate Investment Trusts (NAREIT). As of November
28, 1997, the NAREIT Index showed a market capitalization of $138.217 billion
for all REITs.

The shares of the Fund may be purchased through the Transfer Agent by submitting
payment by check, bank wire, or electronic (Automated Clearing House or "ACH")
transfer and, in the case of new accounts, a completed account application form.
There is no sales load or contingent deferred sales load charged to purchase
shares of the Fund. All orders for the purchase of shares are subject to
acceptance or rejection by the Fund. Purchases of shares are made at the
current public offering price next determined after the purchase order is
received by the Transfer Agent or by a selling agent of the Fund. A minimum
initial investment of $2,000 is required to open a shareholder account, except
for retirement plans such as Individual Retirement Accounts (IRAs) and Keogh
Plans. Retirement plans are subject to a $1,000 minimum initial investment. The
minimum initial investment is waived for accounts opened with the Automatic
Investment Plan and may be waived in other instances at the sole discretion of
the Advisor. (See "Automatic Investment Plan.") Each subsequent investment in
the Fund must be $100 or more except in the case of retirement plans or
Automatic Investment Plans. There is a minimum continuing balance of $1,500
required for non-retirement accounts (calculated on the basis of original
investment value). All investments not meeting the minimum will be returned.
In some cases, the minimum balance requirement may be waived. All purchases
made by check should be in U.S. dollars and be made payable to the appropriate
Fremont Fund. Third party checks, credit cards, and cash will not be accepted.

Investors wishing to open a new account by bank wire must call the Transfer
Agent at 800-548-4539 to obtain an account number and detailed wire
instructions. All bank wire investments received before 4:00 p.m., Eastern
time, will be credited the same day. Bank wire investments received after 4:00
p.m., Eastern time, will be credited the next business day. A bank wire
investment is considered received when the Transfer Agent is notified that the
bank wire has been credited to its account.

Shares of the Fund may also be purchased through broker-dealers or other
financial intermediaries who have made appropriate arrangements with the Fund.
Such agents are responsible for ensuring that the account documentation is
complete and that timely payment is made for the Fund shares purchased for their
customers pursuant to such orders. These agents may charge a reasonable
transaction fee to their customers. In some instances, all or a portion of the
transaction fee may be paid by the Advisor. To the extent these agents perform
shareholder servicing activities for the Fund, they may receive fees from the
Fund or the Advisor for such services.

From time to time the Advisor may engage third parties as "finders" for the
purpose of soliciting potential investors. Such parties may be compensated by
the Advisor to do so.

As a condition of this offering, if an order to purchase shares is canceled due
to nonpayment (for example, a check returned for "insufficient funds"), the
person who made the order must reimburse the Fund for any loss incurred by
reason of such cancellation. For more information, see "Other Investment and
Redemption Services" in the Statement of Additional Information.

First Fund Distributors, Inc., 4455 Camelback Road, Suite 261E, Phoenix,
Arizona, 85018, is the principal underwriter for the Fund.

8 FREMONT MUTUAL FUNDS

<PAGE>

SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES

STATEMENTS AND REPORTS. When a shareholder makes an initial investment in the
Fund, a shareholder account is opened in accordance with registration
instructions. Each time there is a transaction, such as an additional
investment, a dividend or other distribution, or a redemption, the shareholder
will receive from the Transfer Agent a confirmation statement showing the
current transaction in the account and the transaction date. Shareholders of
the Fund will receive statements as of the end of March, June, September, and
December.

Shares are issued only in book-entry form (without certificates).

The fiscal year of the Fund ends on October 31 of each year. The Investment
Company issues to its shareholders semi-annual and annual reports, which contain
a schedule of the Fund's portfolio securities and financial statements. Annual
reports will include audited financial statements. The federal income tax
status of shareholder distributions also will be reported to the Fund's
shareholders after the end of the calendar year on Form 1099-DIV. See
"Dividends, Distributions and Federal Income Taxation" for further information.

EXCHANGES BETWEEN FUNDS. Shares of one Fremont Fund may be exchanged for shares
of another Fremont Fund at their respective net asset values, provided that the
account registration remains identical. Exchanges may only be made for shares of
a Fremont Fund then offered for sale in your state of residence. It is required
that (1) all shares in one Fund must be exchanged or (2) the remaining balance
must be at least $1,500. This minimum balance requirement may be waived. These
exchanges are not tax-free and will result in a shareholder realizing a gain or
loss for tax purposes, except in the case of tax-deferred retirement accounts or
other tax-exempt shareholders that have not borrowed to acquire the shares
exchanged.

Exchanges by mail should be sent to the Transfer Agent at the address set forth
in the last section of this Prospectus.

Purchases, redemptions, and exchanges should be made for investment purposes
only. A pattern of frequent exchanges, purchases, and sales is not acceptable
and, at the discretion of the Fund, can be limited by the Investment Company's
refusal to accept further purchase and exchange orders from a shareholder.

The Investment Company reserves the right to modify or eliminate the exchange
privilege upon 60 days' written notice to shareholders.

TELEPHONE EXCHANGE PRIVILEGE. An investor may elect on the account application
to authorize exchanges by telephone. A shareholder may give instructions
regarding exchanges by calling 800-548-4539. A shareholder wishing to initiate
the telephone exchange privilege should contact the Fund. This privilege will
not be added to an account without written instruction to do so from the
shareholder. Telephone requests received by 4:00 p.m., Eastern time, will be
processed the same day. During times of drastic economic or market conditions,
the telephone exchange privilege may be difficult to implement. The Transfer
Agent will make its best effort to accommodate shareholders when its telephone
lines are used to capacity. Under these circumstances, a shareholder should
consider using overnight mail to send a written exchange request.

See "Telephone Redemption Privilege" in the next section of this Prospectus.

AUTOBUY PRIVILEGE. The autobuy privilege allows shareholders to purchase
subsequent shares by moving money directly from their checking account to a
Fremont Fund. The Autobuy privilege will not be added to an account without
written authorization from the shareholder. A shareholder may then purchase
additional shares in an existing account by calling 800-548-4539 and instructing
the Transfer Agent as to the dollar amount wanting to be invested. The
investment will automatically be processed through the Automatic Clearing House
(ACH) system. There is no fee for this option. If the privilege was not
established at the time the account was opened, the shareholder must complete
the appropriate form. The form is available on request.

AUTOMATIC INVESTMENT PLAN. A shareholder may authorize a withdrawal to be made
automatically once or twice each month from a credit balance in the
shareholder's bank checking, savings, negotiable on withdrawal (NOW), or similar
account, with the proceeds to be used to purchase shares of the Fund. The
minimum initial investment is waived for accounts opened with the Automatic
Investment Plan. The amount of the monthly investment must be at least $50, and
is not otherwise subject to the $100 minimum for subsequent investments. If the
purchase falls on a weekend or holiday, the purchase will be made on the
previous business day. Shareholders should note that if there is an Automatic
Investment Plan established for an account and the entire account is exchanged
into another Fund, the Automatic Investment Plan must be renewed by the
shareholder to the Transfer Agent. There is no obligation to make additional
payments, and the plan may be terminated by the shareholder at any time.
Termination requests must be received in writing at least 5 days prior to the
regular draft date, or the drafts will not cease until the next cycle. The
Transfer Agent may impose a charge for this service, although no such charge
currently is contemplated. If a shareholder's order to purchase shares is
canceled due to nonpayment (for example, "Insufficient funds"), the shareholder
will be responsible for reimbursing the Fund for any loss incurred by reason of
such cancellation. A shareholder wishing to initiate the plan on a new or
existing account must fill out an Automatic Investment Plan form. The form is
available on request.

HOW TO REDEEM SHARES

Shares are redeemed at no charge (other than wire transfer fees, if any) at the
net asset value next determined after receipt by the Transfer Agent of proper
written redemption instructions.

FREMONT MUTUAL FUNDS 9
<PAGE>

The current charge for a wire transfer is $10 per wire. This is subject to
change by the Transfer Agent at any time, without prior notification. See
"Calculation of Net Asset Value and Public Offering Price."

Shares are redeemed at the net asset value next determined after receipt by the
Transfer Agent of proper written redemption instructions. The current charge
for a wire transfer is $10 per wire. This is subject to change by the Transfer
Agent at any time, without prior notification. See "Calculation of Net Asset
Value and Public Offering Price."

Redemption orders received in proper form by the Transfer Agent before 4:00
p.m., Eastern time, will be priced at the net asset value determined on that day
(with certain limited exceptions discussed in the Statement of Additional
Information). Orders received by the Transfer Agent after 4:00 p.m., Eastern
time, will be entered at the next calculated net asset value.

Redemption proceeds can be sent by check, electronic transfer, or bank wire. An
electronic transfer can be processed only to bank checking and savings accounts.
Before requesting an electronic transfer, shareholders should confirm that their
financial institution can receive an electronic transfer. Currently, there is
no charge to shareholders for processing an electronic transfer.

Shareholders may have redemption proceeds sent by bank wire, electronic
transfer, or check to a designated bank account by providing in writing the
appropriate bank information to the Transfer Agent at the time of original
application. If the investor wishes to change the predesignated account, this
must be requested in writing with a signature guarantee (see "Signature
Guarantee" below).

Redemptions from retirement accounts require a written request, with a signature
guarantee, unless authorized under the Automatic Withdrawal Plan. Call the
Transfer Agent for specific instructions on redemptions.

For written redemption requests for an amount greater than $25,000, or a
redemption request that directs proceeds to a party other than the registered
account owner(s), all signatures must be guaranteed (see "Signature Guarantee"
below).

Because of market fluctuations, the amount a shareholder receives for shares
redeemed may be more or less that the amount paid for them.

Redemption of shares by exchanges, transfers and redemptions under an Automatic
Withdrawal Plan may result in taxable capital gains or losses.

TELEPHONE REDEMPTION PRIVILEGE. An investor may elect on the regular account
application to authorize redemptions by telephone. This privilege will not be
added to an account without written authorization to do so from the shareholder.
A shareholder may then give instructions regarding redemptions by calling
800-548-4539. (The Telephone Redemption Privilege is not available for IRA or
other retirement accounts.) Telephone requests received by 4:00 p.m., Eastern
time, will be processed at the net asset value calculated that same day. During
times of drastic economic or market conditions, the telephone redemption
privilege may be difficult to implement. The Transfer Agent will make its best
effort to accommodate shareholders when its telephone lines are used to
capacity. Under these circumstances, a shareholder should consider using
overnight mail to send a written redemption request.

Neither the Investment Company, the Transfer Agent, nor their respective
affiliates will be liable for complying with telephone instructions they
reasonably believe to be genuine or for any loss, damage, cost, or expense in
acting on such telephone instructions. The affected shareholder(s) will bear the
risk of any such loss. The Investment Company, or the Transfer Agent, or both,
will employ reasonable procedures to determine that telephone instructions are
genuine. These procedures may include, among others, requiring forms of
personal identification prior to acting upon telephone instructions, providing
written confirmation of the transactions, and/or tape recording telephone
instructions.

AUTOMATIC WITHDRAWAL PLAN. A shareholder may request redemptions of a specified
dollar amount (minimum of $100) on either a monthly, quarterly, or yearly basis.
Currently, there is no charge for this service. Redemptions by check will be
made on the 15th and/or the last business day of the month. Redemptions made by
electronic transfer will be made on any date the shareholder chooses.
Shareholders may also request automatic exchanges and transfers of a specified
dollar amount. Exchanges and transfers will be made on any date the shareholder
chooses. Because a redemption constitutes a liquidation of shares, the number
of shares owned in the account will be reduced. Automatic redemptions should
not reduce the account below the minimum balance required (currently $1,500).
If the redemption date falls on a weekend or holiday, the redemption will be
made on the previous business day. Shareholders may terminate the Automatic
Withdrawal Plan at any time, but not less than five days before a scheduled
payment date. When an exchange is made between Funds, shareholders must specify
if they desire the automatic withdrawal option to be transferred to a new
account opened by the exchange. As an account balance declines to the minimum
permitted, the shareholder must advise the Transfer Agent if the automatic
withdrawal feature is to be transferred to another account of the shareholder.
Shareholders should note that if there is an Automatic Withdrawal Plan
established for an account and the entire account is exchanged into another
Fremont Fund, the automatic withdrawal option must be renewed by the shareholder
to the Transfer Agent. A shareholder wishing to initiate automatic redemptions
must complete an Automatic Withdrawal Plan form available from the Transfer
Agent.

SIGNATURE GUARANTEE. To better protect the Fund and shareholders' accounts, a
signature guarantee is required for

10 FREMONT MUTUAL FUNDS

<PAGE>

certain transactions. Signatures must be guaranteed by an "Eligible guarantor
institution" as defined in applicable regulations. Eligible guarantor
institutions include banks, brokers, dealers, credit unions, national securities
exchanges, registered securities associations, clearing agencies, and savings
associations. Signature guarantees will be accepted from any eligible guarantor
institution which participates in a signature guarantee program. A notary
public is not an acceptable guarantor.

OTHER IMPORTANT REDEMPTION INFORMATION. A request for redemption will not be
processed until all of the documentation described above has been received by
the Transfer Agent in proper form. A shareholder in doubt about what documents
are required should contact the Transfer Agent.

Payment in redemption of shares is normally made within three business days
after receipt by the Transfer Agent of a request in proper form, provided that
payment in redemption of shares purchased by check or draft will be effected
only after such check or draft has been collected. Although it is anticipated
that this process will be completed in less time, it may take up to 15 days.
Redemption proceeds will not be delayed when shares have been paid for by bank
wire or where the account holds a sufficient number of shares already paid for
with collected funds.

Except in extraordinary circumstances, payment for shares redeemed will be made
promptly after receipt of a redemption request, if in good order, but not later
than seven calendar days after the redemption request is received in proper
form. Requests for redemption which are subject to any special conditions or
which specify an effective date other than as provided herein cannot be
accepted.

The Fund reserves the right to redeem mandatorily the shares in a shareholder's
account (other than a retirement plan account) if the balance is reduced to less
than $1,500 in net asset value through redemptions or other action by the
shareholder. Notice will be given to the shareholder at least 30 days prior to
the date fixed for such redemption, during which time the shareholder may
increase its holdings to an aggregate amount of $1,500 or more (with a minimum
purchase of $100 or more.) This minimum balance may be waived.

REDEMPTION IN KIND. The Investment Company reserves the right, if conditions
exist which make cash payments undesirable, to honor any request for redemption
or repurchase order by making payment in whole or in part in readily marketable
securities chosen by the Fund and valued as they are for purposes of computing
the Fund's net asset value (a redemption in kind). If payment is made in
securities, a shareholder may incur transaction expenses in converting these
securities into cash.

TRANSFER AGENT. State Street Bank and Trust Company, c/o NFDS, P.O. Box 419343,
Kansas City, Missouri, 64141, serves as Transfer and Dividend Disbursing Agent
and shareholder service agent. The transfer agent is not involved in
determining investment policies of the Fund or its portfolio securities
transactions. Its services do not protect shareholders against possible
depreciation of their assets. The fees of State Street Bank and Trust Company
are paid by the Fund and thus borne by the Fund's shareholders. State Street
Bank and Trust Company has contracted with National Financial Data Services to
serve as shareholder servicing agent. A depository account has been established
at United Missouri Bank of Kansas City ("United Missouri Bank") through which
all payments for the funds will be processed.

RETIREMENT PLANS

Shares of the Fund may be purchased in connection with various tax-deferred
retirement plans. These include Individual Retirement Accounts (IRAs);
SEP-IRAs; SIMPLE IRAs; corporate pension and profit-sharing plans; and Section
403(b) Plans, which are deferred compensation arrangements for employees of
public schools and certain charitable organizations. Forms for establishing
IRAs, SEP-IRAs, SIMPLE IRAs, and Qualified Retirement Plans are available
through the Investment Company, as are forms for corporate Pension and
Profit-Sharing plans. Please contact the Investment Company for more
information about establishing these accounts. In accordance with industry
practice, there may be an annual account charge for participation in these
plans. Information regarding these charges is available from the Investment
Company.

Retirement plan participants may receive additional services related to their
plan at no extra cost to any shareholder.

DIVIDENDS, DISTRIBUTIONS AND FEDERAL INCOME TAXATION

The Fund intends to qualify and elect, and to continue to qualify, to be treated
as a "regulated investment company" under Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"). For any tax year in which the Fund so
qualifies and meets distribution requirements, it will not incur a federal tax
liability. Such qualification under the Code requires a Fund, among other
things, to diversify its investments so that, at the end of each fiscal quarter,
(1) at least 50% of the market value of the Fund's assets is represented by
cash, U.S. government securities, securities of other regulated investment
companies, and other securities, limited, in respect to any one issuer, to an
amount not greater than 5% of the Fund's assets and 10% of the outstanding
voting securities of such issuer, and (2) not more than 25% of the value of its
assets is invested in the securities of any one issuer (other than U.S.
government securities or the securities of other regulated investment
companies), or in two or more issuers which the Fund controls and which are
engaged in the same or similar trades or businesses.

The Fund intends to distribute substantially all of its net investment income in
October and December or January.

FREMONT MUTUAL FUNDS 11

<PAGE>

The Fund intends to distribute substantially all of its net realized capital
gains, if any, at the end of the calendar year. Net investment income and
capital gains distributions, if any, may be reinvested in additional shares at
net asset value on the day of reinvestment, or may be received in cash. All
dividends and distributions are taxable to a shareholder (except tax-exempt
shareholders who have not borrowed to acquire their shares) whether or not they
are reinvested in shares of the Fund. Any long-term or mid-term capital gains
distributions are taxable to shareholders as long-term or mid-term capital
gains, respectively, regardless of how long shareholders have held Fund shares.
The maximum capital gains rate for individuals is 28% with respect to assets
held for more than 12 months, but not more than 18 months, and 20% with respect
to assets held more than 18 months. The maximum capital gains rate for
corporate shareholders is the same as the maximum tax rate for ordinary income.
Distributions of short-term capital gains will be subject to the tax as ordinary
income.

Shareholders may elect:

- to have all dividends and capital gain distributions automatically
reinvested in additional shares;

- to receive the income dividends and short-term capital gains distributions
in cash and accept the long-term capital gains distributions in additional
shares;

- to receive all distributions of income dividends and capital gains in cash;
or

- to invest all dividend and capital gain distributions in another Fremont
Fund owned through an identically registered account.

Automatic reinvestments will be at net asset value on the day of reinvestment.
If no election is made by a shareholder, all dividends and capital gain
distributions will be automatically reinvested. These elections may be changed
by the shareholder at any time but, to be effective for a particular dividend or
capital gain distribution, the election must be received by the Transfer Agent
approximately 5 business days prior to the payment date to permit the change to
be entered into the shareholder account. The federal income tax status of
dividends and capital gains distributions is the same whether taken in cash or
reinvested in shares.

Dividends and capital gains generally are taxable to shareholders at the time
they are paid. However, dividends or capital gains declared in October,
November, or December by the Fund and paid in January are taxable as if paid in
December. (The Fund will provide to its shareholders federal tax information
annually by January 31, including information about dividends and distributions
paid during the year.) Because REITs invested in by the Fund do not provide
complete information about the taxability of their distributions until after the
calendar year end, Fremont Investment Advisors may not be able to determine how
much of the Fund's distribution is taxable to shareholders until after the
January 31 deadline for issuing Form 1099-DIV. As a result, the Fund may
request permission each year from the Internal Revenue Service for an extension
of time to issue Form 1099-DIV to February 28.

Distributions are taxable to you regardless of whether they are taken in cash or
reinvested, even if the value of your shares is below your cost. If you
purchase shares shortly before a distribution, you must pay income taxes on the
distribution, even though the value of your investment (plus cash received, if
any) remains the same. In addition, the share price at the time you purchase
shares may include unrealized gains in the securities held in the investment
portfolio of the Fund. If these portfolio securities are subsequently sold and
the gains are realized, they will, to the extent not offset by capital losses,
be paid to you as a distribution of capital gains and will be taxable to you as
short-term or long-term capital gains.

In the case of corporate shareholders, certain dividends may be eligible for the
dividends received deduction, except that the amount eligible for the deduction
is limited to the amount of qualifying dividends received by the Fund.
Dividends received from REITs generally do not constitute qualifying dividends.
A corporation's dividends-received deduction will be disallowed unless the
corporation holds shares in the Fund at least 46 days. Furthermore, the
dividends-received deduction will be disallowed to the extent a corporation's
investment in shares of the Fund is financed with indebtedness.

Because of the nature of REIT investments, REITs may generate significant non
cash deductions (i.e. depreciation on real estate holdings) while having a
greater cash flow to distribute to its shareholders. If a REIT distributes more
cash than it has taxable income, a "return of capital" results. A "return of
capital" represents a portion of shareholder's original investment that is
generally non taxable when distributed (returned) to the investor. If you do
not reinvest distributions, the cost basis of your shares will be decreased by
the amount of return capital, which may result in a larger capital gain when you
sell your shares. Although a return of capital is generally non taxable to you
upon distribution, it would be taxable to you as a capital gain if your cost
basis in the shares is reduced to zero. This could occur if you do not reinvest
distributions and the returns of capital are significant.

12 FREMONT MUTUAL FUNDS

<PAGE>

Transfer Agent if the shareholder is uncertain whether a proper taxpayer
identification number is on file with the Transfer Agent. Federal law also
requires the Fund to withhold 30%, or the applicable tax treaty rate, from
ordinary dividends (which includes short-term capital gains) paid to certain
nonresident alien, non-U.S. partnership, and non-U.S. corporation shareholder
accounts. Although not expected, under certain circumstances the Fund may be
required to withhold additional amounts of federal income tax on redemptions of
shares by non-U.S. shareholders.

The foregoing is a brief discussion of certain federal income tax
considerations. Please see "Taxes B Mutual Funds" in the Statement of
Additional Information for further information regarding the tax implications of
an investment in the Fund.

PLAN OF DISTRIBUTION

Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a plan of
distribution (the "Plan") under which the Fund may directly compensate the
Advisor, paying for certain distribution-related expenses, including payments to
securities dealers and others (including the Underwriter) who are engaged in
promoting the sale of shares of the Fund and who may be advising investors
regarding the purchase, sale, or retention of such shares; expenses of
maintaining personnel who engage in or support distribution of shares or who
render shareholder support services not otherwise provided by the Advisor or the
Transfer Agent; expenses of formulating and implementing marketing and
promotional activities, including direct mail promotions and mass media
advertising; expenses of preparing, printing, and distributing sales literature,
prospectuses, statements of additional information, and reports for recipients
other than existing shareholders of the Fund; expenses of obtaining such
information, analyses, and reports with respect to marketing and promotional
activities as the Investment Company may, from time to time, deem advisable; and
other expenses related to the distribution of the Fund's shares.

The annual limitation for compensation to the Advisor pursuant to the Plan is
.25% of the Fund's average daily net assets. All payments will be reviewed by
the Fund's Board of Directors. However, it is possible that in certain periods,
the amount of the Advisor's compensation could exceed the Advisor's distribution
expenses resulting in a profit to the Advisor. If the Plan is terminated by the
Fund in accordance with its terms, the Fund will not be required to make any
payments for expenses incurred by the Advisor after the date the Plan
terminates.

CALCULATION OF NET ASSET VALUE AND PUBLIC OFFERING PRICE

The Fund's net asset value per share is computed by dividing the value of the
securities held by the Fund, plus any cash or other assets (including interest
accrued and dividends declared but not yet received) minus all liabilities
(including accrued expenses), by the total number of shares outstanding at such
time. There is no sales charge in connection with purchases or redemptions of
Fund shares.

The Fund will calculate its net asset value and public offering price and
complete orders to purchase, exchange, or redeem shares on a Monday through
Friday basis when the New York Stock Exchange is open. The Fund's portfolio may
include securities which trade primarily on non-U.S. exchanges or otherwise in
non-U.S. markets. Because of time zone differences, the prices of these
securities, as used for net asset value calculations, may be established
substantially in advance of the close of the New York Stock Exchange. Foreign
securities may also trade on days when the New York Stock Exchange is closed
(such as a Saturday). The net asset value and public offering price of the
Fund, to the extent that it holds securities valued on foreign markets, may vary
during periods when the New York Stock Exchange is closed. As a result, the
value of the Fund's portfolio may be affected significantly by such trading on
days when a shareholder has no access to the Fund. For further information, see
"How to Invest," "How to Redeem Shares," and "Exchanges Between Funds" in this
Prospectus, and "How to Invest" and "Other Investment and Redemption Services"
in the Statement of Additional Information.

The net asset value and public offering price of the Fund will be determined as
of the close of the regular session of the New York Stock Exchange ("NYSE").
The shares of the Fund are offered at net asset value without a sales charge.
Purchase, redemption, and exchange orders received in proper form by the
Transfer Agent before 4:00 p.m., Eastern time or at the close of the regular
session of the NYSE, will be priced at the net asset value next determined on
that day (with certain limited exceptions discussed in the Statement of
Additional Information). Orders received by the Transfer Agent after 4:00 p.m.,
Eastern time or after the close of the regular session of the NYSE, will be
entered at the next calculated net asset value.

EXECUTION OF PORTFOLIO TRANSACTIONS

Orders for the Fund's portfolio securities transactions are placed by the
Advisor or Sub-Advisor, as applicable. The Advisor and Sub-Advisor strive to
obtain the best available prices in the Fund's portfolio transactions, taking
into account the costs and promptness of executions. Subject to this policy,
transactions may be directed to those broker-dealers who provide research,
statistical, and other information to the Fund, the Advisor or the Sub-Advisor,
or who provide assistance with respect to the distribution of Fund shares. There
is no agreement or commitment to place orders with any broker-dealer.

FREMONT MUTUAL FUNDS 13

<PAGE>

purchased at a fixed price which includes an amount of compensation to the
underwriter, generally referred to as the underwriter's concession or discount.
On occasion, securities may be purchased directly from an issuer, in which case
no commissions or discounts are paid. Dealers may receive commissions on
futures, currency, and options transactions. Commissions or discounts in
foreign securities exchanges or OTC markets typically are fixed and generally
are higher than those in U.S. securities exchanges or OTC markets. There is
generally less government supervision and regulation of foreign exchanges and
brokers than in the United States. Foreign security settlements may, in some
instances, be subject to delays and related administrative uncertainties.

Subject to the requirements of the 1940 Act and procedures adopted by the Board
of Directors, the Fund may execute portfolio transactions through any broker or
dealer and pay brokerage commissions to a broker which is an affiliated person
of the Investment Company, the Advisor or the Sub-Advisor, or an affiliated
person of such person.

GENERAL INFORMATION

The Investment Company, organized as a Maryland corporation on July 13, 1988, is
a fully managed open-end investment company. Currently, the Investment Company
has authorized several series of capital stock with equal dividend and
liquidation rights within each series. Investment Company shares are entitled to
one vote per share (with proportional voting for fractional shares) and are
freely transferable. Shareholders have no preemptive or conversion rights.
Shares may be voted in the election of directors and on other matters submitted
to the vote of shareholders. As permitted by Maryland law, there normally will
be no annual meeting of shareholders in any year, except as required under the
1940 Act. The 1940 Act requires that a meeting be held within 60 days in the
event that less than a majority of the directors holding office has been elected
by shareholders. Directors shall continue to hold office until their successors
are elected and have qualified. Investment Company shares do not have
cumulative voting rights, which means that the holders of a majority of the
shares voting for the election of directors can elect all of the directors.
Shareholders holding 10% of the outstanding shares may call a meeting of
shareholders for any purpose, including that of removing any director. A
director may be removed upon a majority vote of the shareholders qualified to
vote in the election. The 1940 Act requires the Investment Company to assist
shareholders in calling such a meeting.

On any matter submitted to a vote of shareholders, such matter shall be voted by
the Fund's shareholders separately when the matter affects the specific interest
of the Fund (such as approval of the Advisory Agreement with the Advisor) except
in matters where a vote of all series in the aggregate is required by the 1940
Act or otherwise. Pursuant to the Articles of Incorporation, the Investment
Company may issue ten billion shares. This amount may be increased or decreased
from time to time in the discretion of the Board of Directors. Each share of a
series represents an interest in that series only, has a par value of $0.0001
per share, represents an equal proportionate interest in that series with other
shares of that series, and is entitled to such dividends and distributions out
of the income earned on the assets belonging to that series as may be declared
at the discretion of the Board of Directors. Shares of a series when issued are
fully paid and are non-assessable. The Board of Directors may, at its
discretion, establish and issue shares of additional series of the Investment
Company.

Stephen D. Bechtel, Jr., and members of his family, including trusts for family
members, due to their shareholdings, may be considered controlling persons of
the Fund under applicable Securities and Exchange Commission regulations.

14 FREMONT MUTUAL FUNDS

<PAGE>

TELEPHONE NUMBERS AND ADDRESSES

To make an initial purchase:

1. By mail:
Fremont Mutual Funds, Inc.
c/o National Financial Data Services
P.O. Box 419343
Kansas City, MO 64141-6343

Street address:
1004 Baltimore Avenue
Kansas City, MO 64105

2. By wire:

Please call the Transfer Agent at 800-548-4539 (press 2) to
obtain an account number and detailed instructions.

TO MAKE A SUBSEQUENT PURCHASE:

Include shareholder name and account number. Use the same instructions for
initial purchase.

To redeem shares:

1. By mail: same instructions as above for purchase by mail. Redemptions
greater than $25,000 or payments to a party or address other than
registered on the account require a signature guarantee. See "Signature
Guarantees."

2. By telephone: 800-548-4539
Requires prior selection of telephone redemption option.

For further copies of this Prospectus, the Statement of Additional Information,
and details of automatic investment, retirement and automatic withdrawal plans,
please contact:

Fremont Mutual Funds, Inc.
50 Beale Street, Suite 100
San Francisco, CA 94105
800-548-4539

FREMONT MUTUAL FUNDS, INC.

Fremont Money Market Fund
Fremont Bond Fund
Fremont California Intermediate Tax-Free Fund
Fremont Real Estate Securities Fund
Fremont Global Fund
Fremont Growth Fund
Fremont International Growth Fund
Fremont Select Fund
Fremont U.S. Small Cap Fund
Fremont International Small Cap Fund
Fremont Emerging Markets Fund
Fremont U.S. Micro-Cap Fund
Fremont Institutional U.S. Micro-Cap Fund

For more information on the Fremont Mutual Funds please call 800-548-4539 or
write to:

Fremont Mutual Funds
50 Beale Street, Suite 100
San Francisco, CA 94105

ADVISOR/TRANSFER AGENT

Fremont Investment Advisors, Inc.
333 Market Street, Suite 2600
San Francisco, CA 94105

SUB-TRANSFER AGENT

Mailing Address:

National Financial Data Services
P.O. Box 419343
Kansas City, MO 64141-6343
800-548-4539 (press 2)

Street Address:

National Financial Data Services
1004 Baltimore Avenue
Kansas City, MO 64105

CUSTODIAN

The Northern Trust Company
50 South Lasalle Street
Chicago, IL 60675

LEGAL COUNSEL

Paul, Hastings, Janofsky & Walker LLP
345 California Street, 29th Floor
San Francisco, CA 94104

AUDITORS

Coopers & Lybrand, L.L.P.
333 Market Street
San Francisco, CA 94105

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUNDS OR THE ADVISOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IN SUCH JURISDICTION.

FREMONT MUTUAL FUNDS 15

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<PAGE>

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<PAGE>

[LOGO]

50 BEALE STREET, SUITE 100, SAN FRANCISCO, CA 94105 - 800-548-4539 (PRESS 1)
9801 WASHINGTONIAN BLVD., SUITE 105, GAITHERSBURG, MD 20878 - 888-373-6684
3000 POST OAK BLVD., SUITE 100, HOUSTON, TX 77056 - 800-735-2705
DISTRIBUTED BY FIRST FUND DISTRIBUTORS, INC., SAN FRANCISCO, CA 94105

P036-9712

<PAGE>

FREMONT MUTUAL FUNDS, INC.
FREMONT REAL ESTATE SECURITIES FUND
TOLL-FREE: 800-548-4539

PART B
STATEMENT OF ADDITIONAL INFORMATION

THIS STATEMENT OF ADDITIONAL INFORMATION CONCERNING FREMONT MUTUAL FUNDS, INC.
(THE "INVESTMENT COMPANY"), IS NOT A PROSPECTUS FOR THE INVESTMENT COMPANY.
THIS STATEMENT SUPPLEMENTS THE PROSPECTUS FOR THE FREMONT REAL ESTATE SECURITIES
FUND (THE "FUND") DATED DECEMBER 31, 1997, AND SHOULD BE READ IN CONJUNCTION
WITH THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE WITHOUT CHARGE BY
CALLING THE INVESTMENT COMPANY AT THE PHONE NUMBER PRINTED ABOVE.

THE DATE OF THIS STATEMENT OF ADDITIONAL INFORMATION IS DECEMBER 31, 1997.

<PAGE>

TABLE OF CONTENTS

ITEM PAGE

Investment Objective, Policies, and Risk Considerations. . . . . . . . . . . 1
Investment Restrictions. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Investment Company Directors and Officers. . . . . . . . . . . . . . . . . . 9
Investment Advisory and Other Services . . . . . . . . . . . . . . . . . . .11
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Execution of Portfolio Transactions. . . . . . . . . . . . . . . . . . . . .13
How To Invest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Other Investment and Redemption Services . . . . . . . . . . . . . . . . . .14
Taxes - Mutual Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Investment Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Information About Fremont Investment Advisors. . . . . . . . . . . . . . . .21
Appendix A: Description Of Ratings . . . . . . . . . . . . . . . . . . . . .26

<PAGE>

INVESTMENT OBJECTIVE, POLICIES, AND RISK CONSIDERATIONS

The descriptions below are intended to supplement the material in the Prospectus
under "Investment Objective, Policies, and Risk Considerations" and "General
Investment Policies."

WRITING COVERED CALL OPTIONS. The Fund may write (sell) "covered" call options
and purchase options to close out options previously written by the Fund. The
purpose of writing covered call options is to generate additional premium income
for the Fund. This premium income will serve to enhance the Fund's total return
and will reduce the effect of any price decline of the security or currency
involved in the option. Covered call options will generally be written on
securities and currencies which, in the opinion of Fremont Investment Advisors,
Inc. (the "Advisor") or the Fund's sub-advisor ("Sub-Advisor"), are not expected
to make any major price moves in the near future but which, over the long term,
are deemed to be attractive investments for the Fund.

A call option gives the holder (buyer) the "Aright to purchase" a security or
currency at a specified price (the exercise price) at any time until a certain
date (the expiration date). So long as the obligation of the writer of a call
option continues, he may be assigned an exercise notice by the broker-dealer
through whom such option was sold, requiring him to deliver the underlying
security or currency against payment of the exercise price. This obligation
terminates upon the expiration of the call option, or such earlier time at which
the writer effects a closing purchase transaction by purchasing an option
identical to that previously sold. To secure his obligation to deliver the
underlying security or currency in the case of a call option, a writer is
required to deposit in escrow the underlying security or currency or other
assets in accordance with the rules of the Options Clearing Corporation. The
Fund will write only covered call options. This means that the Fund will only
write a call option on a security, index, or currency which the Fund already
effectively owns or has the right to acquire without additional cost.

Portfolio securities or currencies on which call options may be written will be
purchased solely on the basis of investment considerations consistent with the
Fund's investment objective. The writing of covered call options is a
conservative investment technique believed to involve relatively little risk (in
contrast to the writing of naked or uncovered options, which the Fund will not
do), but capable of enhancing the Fund's total return. When writing a covered
call option, the Fund, in return for the premium, gives up the opportunity for
profit from a price increase in the underlying security or currency above the
exercise price, but conversely retains the risk of loss should the price of the
security or currency decline. Unlike one who owns securities or currencies not
subject to an option, the Fund has no control over when it may be required to
sell the underlying securities or currencies, since it may be assigned an
exercise notice at any time prior to the expiration of its obligation as a
writer. If a call option which the Fund has written expires, the Fund will
realize a gain in the amount of the premium; however, such gain may be offset by
a decline in the market value of the underlying security or currency during the
option period. If the call option is exercised, the Fund will realize a gain or
loss from the sale of the underlying security or currency. The security or
currency covering the call will be maintained in a separate account by the
Fund's custodian. The Fund will consider a security or currency covered by a
call to be "pledged" as that term is used in its policy which limits the
pledging or mortgaging of its assets.

The premium received is the market value of an option. The premium the Fund
will receive from writing a call option will reflect, among other things, the
current market price of the underlying security or currency, the relationship of
the exercise price to such market price, the historical price volatility of the
underlying security or currency, and the length of the option period. Once the
decision to write a call option has been made, the Advisor or Sub-Advisor, in
determining whether a particular call option should be written on a particular
security or currency, will consider the reasonableness of the anticipated
premium and the likelihood that a liquid secondary market will exist for those
options. The premium received by the Fund for writing covered call options will
be recorded as a liability in the Fund's statement of assets and liabilities.
This liability will be adjusted daily to the option's current market value,
which will be the latest sales price at the time at which the net asset value
per share of the Fund is computed (close of the regular trading session of the
New York Stock Exchange), or, in the absence of such sale, the latest asked
price. The liability will be extinguished upon expiration of the option, the
purchase of an identical option in a closing transaction, or delivery of the
underlying security or currency upon the exercise of the option.

Closing transactions will be effected in order to realize a profit on an
outstanding call option, to prevent an underlying security or currency from
being called, or to permit the sale of the underlying security or currency.
Furthermore, effecting a closing transaction will permit the Fund to write
another call option on the underlying security or currency with either a
different exercise price or expiration date or both. If the Fund desires to
sell a particular security or currency from its portfolio on which it has
written a call option, it will seek to effect a closing transaction prior to, or
concurrently with, the sale of the security or currency. There is, of course,
no assurance that the Fund will be able to effect such closing transactions at a
favorable price. If the Fund cannot enter into such a transaction, it may be
required to hold a security or currency that it might otherwise have sold, in
which case it would continue to be at market risk with respect to the security
or currency. The Fund will pay transaction costs in connection with the writing
of options to close out previously written options. Such transaction costs are
normally higher than those applicable to purchases and sales of portfolio
securities.

Call options written by the Fund will normally have expiration dates of less
than nine months from the date written. The exercise price of the options may
be below, equal to, or above the current market values of the underlying
securities or currencies at the time the options are written. From time to
time, the Fund may purchase an underlying security or currency for delivery in
accordance with an exercise notice of a call option assigned to it, rather than
delivering such security or currency from its portfolio. In such cases,
additional costs will be incurred.

The Fund will realize a profit or loss from a closing purchase transaction if
the cost of the transaction is less or more than the premium received from the
writing of the option. Because increases in the market price of a call option
will generally reflect increases in the market price of the underlying security
or currency, any loss resulting

1 FREMONT MUTUAL FUNDS

<PAGE>

from the repurchase of a call option is likely to be offset in whole or in part
by appreciation of the underlying security or currency owned by the Fund.

FEDERAL INCOME TAX TREATMENT OF COVERED CALL OPTIONS. Expiration of an option
or entry into a closing purchase transaction will result in capital gain or
loss. If the option was "in-the-money" (i.e., the option strike price was less
than the market value of the security or currency covering the option) at the
time it was written, any gain or loss realized as a result of the closing
purchase transaction will be long-term capital gain or loss if the security or
currency covering the option was held for more than 18 months prior to the
writing of the option. The holding period of the securities or currencies
covering an "in-the-money" option will not include the period of time the option
is outstanding. If the option is exercised, the Fund will realize a gain or
loss from the sale of the security or currency covering the call option, and in
determining such gain or loss the premium will be included in the proceeds of
the sale.

If the Fund writes options other than "qualified covered call options," as
defined in the Internal Revenue Code of 1986, as amended (the "Code"), any
losses on such options transactions, to the extent they do not exceed the
unrealized gains on the securities or currencies covering the options, may be
subject to deferral until the securities or currencies covering the options have
been sold. In addition, any options written against securities other than bonds
or currencies will be considered to have been closed out at the end of the
Fund's fiscal year; and any gains or losses will be recognized for tax purposes
at that time. Under Code Section 1256, such gains or losses would be
characterized as 60% long-term capital gain or loss and 40% short-term capital
gain or loss. Code Section 988 may also apply to currency transactions. Under
Section 988, each foreign currency gain or loss is generally computed separately
and treated as ordinary income or loss. In the case of overlap between Sections
1256 and 988, special provisions determine the character and timing of any
income, gain, or loss. The Fund will attempt to monitor Section 988
transactions to avoid an adverse tax impact.

WRITING COVERED PUT OPTIONS. The Fund may write covered put options. A put
option gives the purchaser of the option the right to sell, and the writer
(seller) has the obligation to buy, the underlying security or currency at the
exercise price during the option period. So long as the obligation of the
writer continues, the writer may be assigned an exercise notice by the
broker-dealer through whom such option was sold, requiring the writer to make
payment of the exercise price against delivery of the underlying security or
currency. The operation of put options in other respects, including their
related risks and rewards, is substantially identical to that of call options.

The Fund may write put options only on a covered basis, which means that the
Fund would maintain in a segregated account cash and liquid securities in an
amount not less than the exercise price at all times while the put option is
outstanding. (The rules of the Options Clearing Corporation currently require
that such assets be deposited in escrow to secure payment of the exercise
price.) The Fund would generally write covered put options in circumstances
where the Advisor or Sub-Advisor wishes to purchase the underlying security or
currency for the Fund's portfolio at a price lower than the current market price
of the security or currency. In such event the Fund would write a put option at
an exercise price which, reduced by the premium received on the option, reflects
the lower price it is willing to pay. Since the Fund would also receive
interest on debt securities or currencies maintained to cover the exercise price
of the option, this technique could be used to enhance current return during
periods of market uncertainty. The risk in such a transaction would be that the
market price of the underlying security or currency would decline below the
exercise price less the premiums received.

PURCHASING PUT OPTIONS. The Fund may purchase put options. As the holder of a
put option, the Fund has the right to sell the underlying security or currency
at the exercise price at any time during the option period. The Fund may enter
into closing sale transactions with respect to such options, exercise them, or
permit them to expire. The Fund may purchase put options for defensive purposes
in order to protect against an anticipated decline in the value of its
securities or currencies. An example of such use of put options is provided
below.

The Fund may purchase a put option on an underlying security or currency (a
"protective put") owned as a defensive technique in order to protect against an
anticipated decline in the value of the security or currency. Such hedge
protection is provided only during the life of the put option when the Fund, as
the holder of the put option, is able to sell the underlying security or
currency at the put exercise price regardless of any decline in the underlying
security's market price or currency's exchange value. For example, a put option
may be purchased in order to protect unrealized appreciation of a security or
currency where the Advisor or Sub-Advisor deems it desirable to continue to hold
the security or currency because of tax considerations. The premium paid for
the put option and any transaction costs would reduce any capital gain otherwise
available for distribution when the security or currency is eventually sold.

The Fund may also purchase put options at a time when the Fund does not own the
underlying security or currency. By purchasing put options on a security or
currency it does not own, the Fund seeks to benefit from a decline in the market
price of the underlying security or currency. If the put option is not sold
when it has remaining value, and if the market price of the underlying security
or currency remains equal to or greater than the exercise price during the life
of the put option, the Fund will lose its entire investment in the put option.
In order for the purchase of a put option to be profitable, the market price of
the underlying security or currency must decline sufficiently below the exercise
price to cover the premium and transaction costs, unless the put option is sold
in a closing sale transaction.

The Fund will commit no more than 5% of its assets to premiums when purchasing
put options. The premium paid by the Fund when purchasing a put option will be
recorded as an asset in the Fund's statement of assets and liabilities. This
asset will be adjusted daily to the option's current market value, which will be
the latest sale price at the time at which the Fund's net asset value per share
is computed (close of trading on the New York Stock Exchange), or, in the
absence of such sale, the latest bid price. The asset will be extinguished
upon expiration of the option, the selling (writing) of an identical option in a
closing transaction, or the delivery of the underlying security or currency upon
the exercise of the option.

PURCHASING CALL OPTIONS. The Fund may purchase call options. As

FREMONT MUTUAL FUNDS 2

<PAGE>

the holder of a call option, the Fund has the right to purchase the underlying
security or currency at the exercise price at any time during the option period.
The Fund may enter into closing sale transactions with respect to such options,
exercise them, or permit them to expire. The Fund may purchase call options for
the purpose of increasing its current return or avoiding tax consequences which
could reduce its current return. The Fund may also purchase call options in
order to acquire the underlying securities or currencies. Examples of such uses
of call options are provided below.

Call options may be purchased by the Fund for the purpose of acquiring the
underlying securities or currencies for its portfolio. Utilized in this
fashion, the purchase of call options enables the Fund involved to acquire the
securities or currencies at the exercise price of the call option plus the
premium paid. At times the net cost of acquiring securities or currencies in
this manner may be less than the cost of acquiring the securities or currencies
directly. This technique may also be useful to the Fund in purchasing a large
block of securities that would be more difficult to acquire by direct market
purchases. So long as it holds such a call option rather than the underlying
security or currency itself, the Fund is partially protected from any unexpected
decline in the market price of the underlying security or currency and in such
event could allow the call option to expire, incurring a loss only to the extent
of the premium paid for the option.

The Fund will commit no more than 5% of its assets to premiums when purchasing
call options. The Fund may also purchase call options on underlying securities
or currencies it owns in order to protect unrealized gains on call options
previously written by it. A call option would be purchased for this purpose
where tax considerations make it inadvisable to realize such gains through a
closing purchase transaction. Call options may also be purchased at times to
avoid realizing losses that would result in a reduction of the Fund's current
return. For example, where the Fund has written a call option on an underlying
security or currency having a current market value below the price at which such
security or currency was purchased by the Fund, an increase in the market price
could result in the exercise of the call option written by the Fund and the
realization of a loss on the underlying security or currency with the same
exercise price and expiration date as the option previously written.

DESCRIPTION OF FUTURES CONTRACTS. A Futures Contract provides for the future
sale by one party and purchase by another party of a specified amount of a
specific financial instrument (security or currency) for a specified price at a
designated date, time, and place. Brokerage fees are incurred when a Futures
Contract is bought or sold and margin deposits must be maintained.

Although Futures Contracts typically require future delivery of and payment for
financial instruments or currencies, the Futures Contracts are usually closed
out before the delivery date. Closing out an open Futures Contract sale or
purchase is effected by entering into an offsetting Futures Contract purchase or
sale, respectively, for the same aggregate amount of the identical type of
financial instrument or currency and the same delivery date. If the offsetting
purchase price is less than the original sale price, the Fund realizes a gain;
if it is more, the Fund realizes a loss. Conversely, if the offsetting sale
price is more than the original purchase price, the Fund realizes a gain; if it
is less, the Fund realizes a loss. The transaction costs must also be included
in these calculations. There can be no assurance, however, that the Fund will
be able to enter into an offsetting transaction with respect to a particular
Futures Contract at a particular time. If the Fund is not able to enter into an
offsetting transaction, the Fund will continue to be required to maintain the
margin deposits on the Contract.

As an example of an offsetting transaction in which the financial instrument or
currency is not delivered, the contractual obligations arising from the sale of
one Contract of September Treasury Bills on an exchange may be fulfilled at any
time before delivery of the Contract is required (e.g., on a specified date in
September, the "delivery month") by the purchase of one Contract of September
Treasury Bills on the same exchange. In such instance the difference between
the price at which the Futures Contract was sold and the price paid for the
offsetting purchase, after allowance for transaction costs, represents the
profit or loss to the Fund.

The Fund may enter into interest rate, S&P Index (or other major market index),
or currency Futures Contracts as a hedge against changes in prevailing levels of
stock values, interest rates, or currency exchange rates in order to establish
more definitely the effective return on securities or currencies held or
intended to be acquired by the Fund. The Fund's hedging may include sales of
Futures as an offset against the effect of expected increases in currency
exchange rates, purchases of such Futures as an offset against the effect of
expected declines in currency exchange rates, and purchases of Futures in
anticipation of purchasing underlying index stocks prior to the availability of
sufficient assets to purchase such stocks or to offset potential increases in
the prices of such stocks. When selling options or Futures Contracts, the Fund
will segregate cash and liquid securities to cover any related liability.

The Fund will not enter into Futures Contracts for speculation and will only
enter into Futures Contracts which are traded on national futures exchanges and
are standardized as to maturity date and underlying financial instrument. The
principal Futures exchanges in the United States are the Board of Trade of the
City of Chicago and the Chicago Mercantile Exchange. Futures exchanges and
trading are regulated under the Commodity Exchange Act by the Commodity Futures
Trading Commission. Futures are also traded in various overseas markets.

Although techniques other than sales and purchases of Futures Contracts could be
used to reduce the Fund's exposure to currency exchange rate fluctuations, the
Fund may be able to hedge its exposure more effectively and perhaps at a lower
cost through using Futures Contracts.

The Fund will not enter into a Futures Contract if, as a result thereof, more
than 5% of the Fund's total assets (taken at market value at the time of
entering into the contract) would be committed to "margin" (down payment)
deposits on such Futures Contracts.

A Stock Index contract such as the S&P 500 Stock Index Contract, for example, is
an agreement to take or make delivery at a specified future date of an amount of
cash equal to $500 multiplied by the difference between the value of the Stock
Index at purchase and at the close of the last trading day of the contract. In
order to close long positions in the Stock Index contracts prior to their
settlement date, the Fund will enter into offsetting sales of Stock Index
contracts.

3 FREMONT MUTUAL FUNDS

<PAGE>

Using Stock Index contracts in anticipation of market transactions involves
certain risks. Although the Fund may intend to purchase or sell Stock Index
contracts only if there is an active market for such contracts, no assurance can
be given that a liquid market will exist for the contracts at any particular
time. In addition, the price of Stock Index contracts may not correlate
perfectly with the movement in the Stock Index due to certain market
distortions. Due to the possibility of price distortions in the futures market
and because of the imperfect correlation between movements in the Stock Index
and movements in the price of Stock Index contracts, a correct forecast of
general market trends may not result in a successful anticipatory hedging
transaction.

FUTURES CONTRACTS GENERALLY. Persons who trade in Futures Contracts may be
broadly classified as "hedgers" and "speculators." Hedgers, such as the Fund,
whose business activity involves investment or other commitments in debt
securities, equity securities, or other obligations, use the Futures markets
primarily to offset unfavorable changes in value that may occur because of
fluctuations in the value of the securities and obligations held or expected to
be acquired by them or fluctuations in the value of the currency in which the
securities or obligations are denominated. Debtors and other obligers may also
hedge the interest cost of their obligations. The speculator, like the hedger,
generally expects neither to deliver nor to receive the financial instrument
underlying the Futures Contract, but, unlike the hedger, hopes to profit from
fluctuations in prevailing interest rates, securities prices, or currency
exchange rates.

A public market exists in Futures Contracts covering foreign financial
instruments such as U.K. Pound, Japanese Yen, and German Mark, among others.
Additional Futures Contracts may be established from time to time as various
exchanges and existing Futures Contract markets may be terminated or altered as
to their terms or methods of operation.

The Fund's Futures transactions will be entered into for traditional hedging
purposes; that is, Futures Contracts will be sold to protect against a decline
in the price of securities or currencies that the Fund owns, or Futures
Contracts will be purchased to protect the Fund against an increase in the price
of securities or currencies it has a fixed commitment to purchase.

"Margin" with respect to Futures and Futures Contracts is the amount of funds
that must be deposited by the Fund with a broker in order to initiate Futures
trading and to maintain the Fund's open positions in Futures Contracts. A
margin deposit ("initial margin") is intended to assure the Fund's performance
of the Futures Contract. The margin required for a particular Futures Contract
is set by the exchange on which the Contract is traded, and may be significantly
modified from time to time by the exchange during the term of the Contract.
Futures Contracts are customarily purchased and sold on margins that may range
upward from less than 5% of the value of the Contract being traded.

If the price of an open Futures Contract changes (by increase in the case of a
sale or by decrease in the case of a purchase) so that the loss on the Futures
Contract reaches a point at which the margin on deposit does not satisfy margin
requirements, the broker will require an increase in the margin deposit ("margin
variation"). However, if the value of a position increases because of favorable
price changes in the Futures Contract so that the margin deposit exceeds the
required margin, the broker will pay the excess to the Fund. In computing daily
net asset values, the Fund will mark to market the current value of its open
Futures Contracts. The Fund expects to earn interest income on its margin
deposits.

The prices of Futures Contracts are volatile and are influenced, among other
things, by actual and anticipated changes in interest rates, which in turn are
affected by fiscal and monetary policies and national and international
political and economic events.

At best, the correlation between changes in prices of Futures Contracts and of
the securities or currencies being hedged can be only approximate. The degree
of imperfection of correlation depends upon circumstances such as: variations in
speculative market demand for Futures and for securities or currencies,
including technical influences in Futures trading; and differences between the
financial instruments being hedged and the instruments underlying the standard
Futures Contracts available for trading, with respect to interest rate levels,
maturities, and creditworthiness of issuers. A decision of whether, when, and
how to hedge involves skill and judgment, and even a well-conceived hedge may be
unsuccessful to some degree because of unexpected market behavior or interest
rate trends.

Because of the low margin deposits required, Futures trading involves an
extremely high degree of leverage. As a result, a relatively small price
movement in a Futures Contract may result in immediate and substantial loss or
gain to the investor. For example, if at the time of purchase, 10% of the value
of the Futures Contract is deposited as margin, a subsequent 10% decrease in the
value of the Futures Contract would result in a total loss of the margin
deposit, before any deduction for the transaction costs, if the account were
then closed out. A 15% decrease would result in a loss equal to 150% of the
original margin deposit, if the Contract were closed out. Thus, a purchase or
sale of a Futures Contract may result in losses in excess of the amount invested
in the Futures Contract. However, the Fund would presumably have sustained
comparable losses if, instead of the Futures Contract, it had invested in the
underlying financial instrument and sold it after the decline. Furthermore, in
the case of a Futures Contract purchase, in order to be certain that the Fund
has sufficient assets to satisfy its obligations under a Futures Contract, the
Fund segregates and commits to back the Futures Contract with money market
instruments equal in value to the current value of the underlying instrument
less the margin deposit.

Most United States Futures exchanges limit the amount of fluctuation permitted
in Futures Contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a Futures Contract may vary
either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type of
Contract, no trades may be made on that day at a price beyond that limit. The
daily limit governs only price movement during a particular trading day and
therefore does not limit potential losses, because the limit may prevent the
liquidation of unfavorable positions. Futures Contract prices have
occasionally moved to the daily limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of Futures positions
and subjecting some Futures traders to substantial losses.

FREMONT MUTUAL FUNDS 4
<PAGE>

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS. Except for transactions the Fund
identified as hedging transactions, the Fund is required for federal income tax
purposes to recognize as income for each taxable year its net unrealized gains
and losses on Futures Contracts as of the end of the year as well as those
actually realized during the year. Identified hedging transactions would not
be subject to the mark to market rules and would result in the recognition of
ordinary gain or loss. Otherwise, unless transactions in Futures Contracts are
classified as part of a "mixed straddle," any gain or loss recognized with
respect to a Futures Contract is considered to be 60% long-term capital gain or
loss and 40% short-term capital gain or loss, without regard to the holding
period of the Contract. In the case of a Futures transaction classified as a
"mixed straddle," the recognition of losses may be deferred to a later taxable
year.

Sales of Futures Contracts which are intended to hedge against a change in the
value of securities or currencies held by the Fund may affect the holding period
of such securities or currencies and, consequently, the nature of the gain or
loss on such securities or currencies upon disposition.

In order for the Fund to continue to qualify for federal income tax treatment as
a regulated investment company, at least 90% of its gross income for a taxable
year must be derived from qualifying income, i.e., dividends, interest, income
derived from loans of securities, and gains from the sale of securities or
currencies. It is anticipated that any net gain realized from the closing out
of Futures Contracts will be considered gain from the sale of securities or
currencies and therefore be qualifying income for purposes of the 90%
requirement.

The Fund will distribute to shareholders annually any net long-term capital
gains which have been recognized for federal income tax purposes (including
unrealized gains at the end of the Investment Company's fiscal year) on Futures
transactions. Such distributions will be combined with distributions of capital
gains realized on the Fund's other investments and shareholders will be advised
of the nature of the payments.

OPTIONS ON INTEREST RATE AND/OR CURRENCY FUTURES CONTRACTS. Options on Futures
Contracts are similar to options on fixed income or equity securities or options
on currencies, except that options on Futures Contracts give the purchaser the
right, in return for the premium paid, to assume a position in a Futures
Contract (a long position if the option is a call and a short position if the
option is a put), rather than to purchase or sell the Futures Contract, at a
specified exercise price at any time during the period of the option. Upon
exercise of the option, the delivery of the Futures position by the writer of
the option to the holder of the option will be accompanied by delivery of the
accumulated balance in the writer's Futures margin account which represents the
amount by which the market price of the Futures Contract, at exercise, exceeds
(in the case of a call) or is less than (in the case of a put) the exercise
price of the option on the Futures Contract. If an option is exercised on the
last trading day prior to the expiration date of the option, the settlement will
be made entirely in cash equal to the difference on the expiration date between
the exercise price of the option and the closing level of the securities or
currencies upon which the Futures Contracts are based. Purchasers of options who
fail to exercise their options prior to the exercise date suffer a loss of the
premium paid.

As an alternative to purchasing call and put options on Futures, the Fund may
purchase call and put options on the underlying securities or currencies. Such
options would be used in a manner identical to the use of options on Futures
Contracts. To reduce or eliminate the leverage then employed by the Fund or to
reduce or eliminate the hedge position then currently held by the Fund, the Fund
may seek to close out an option position by selling an option covering the same
securities or contract and having the same exercise price and expiration date.

FORWARD CURRENCY AND OPTIONS TRANSACTIONS. A forward currency contract is an
obligation to purchase or sell a currency against another currency at a future
date and price as agreed upon by the parties. The Fund may either accept or
make delivery of the currency at the maturity of the forward contract or, prior
to maturity, enter into a closing transaction involving the purchase or sale of
an offsetting contract. The Fund typically engages in forward currency
transactions in anticipation of, or to protect itself against, fluctuations in
exchange rates. The Fund might sell a particular currency forward, for example,
when it wanted to hold bonds denominated in that currency but anticipated, and
sought to be protected against, a decline in the currency against the U.S.
dollar. Similarly, the Fund might purchase a currency forward to "lock in" the
dollar price of securities denominated in that currency which it anticipated
purchasing.

A put option gives the Fund, as purchaser, the right (but not the obligation) to
sell a specified amount of currency at the exercise price until the expiration
of the option. A call option gives the Fund, as purchaser, the right (but not
the obligation) to purchase a specified amount of currency at the exercise price
until its expiration. The Fund might purchase a currency put option, for
example, to protect itself during the contract period against a decline in the
dollar value of a currency in which it holds or anticipates holding securities.
If the currency's value should decline against the dollar, the loss in currency
value should be offset, in whole or in part, by an increase in the value of the
put.

If the value of the currency instead should rise against the dollar, any gain to
the Fund would be reduced by the premium it had paid for the put option. A
currency call option might be purchased, for example, in anticipation of, or to
protect against, a rise in the value against the dollar of a currency in which
the Fund anticipates purchasing securities.

Currency options may be either listed on an exchange or traded over-the-counter
(OTC). Listed options are third-party contracts (i.e., performance of the
obligations of the purchaser and seller is guaranteed by the exchange or
clearing corporation), and have standardized strike prices and expiration dates.
OTC options are two-party contracts with negotiated strike prices and expiration
dates. The Fund will not purchase an OTC option unless the Advisor believes
that daily valuation for such option is readily obtainable.

DIVERSIFICATION. The Fund is a "Non-diversified" management investment
company, as defined in the Investment Company Act of 1940 (the "1940 Act").
Therefore, it is not subject to the diversifications requirements.

REVERSE REPURCHASE AGREEMENTS AND LEVERAGE. The Fund may enter into reverse
repurchase agreements which involve the sale of a

5 FREMONT MUTUAL FUNDS

<PAGE>

security by the Fund and its agreement to repurchase the security at a specified
time and price. The Fund will maintain in a segregated account with its
custodian cash, cash equivalents, or liquid securities in an amount sufficient
to cover its obligations under reverse repurchase agreements with broker-dealers
(but not with banks). Under the 1940 Act, reverse repurchase agreements are
considered borrowings by the Fund; accordingly, the Fund will limit its
investments in these transactions, together with any other borrowings, to no
more than one-third of its total assets. The use of reverse repurchase
agreements by the Fund creates leverage which increases the Fund's investment
risk. If the income and gains on securities purchased with the proceeds of
these transactions exceed the cost, the Fund's earnings or net asset value will
increase faster than otherwise would be the case; conversely, if the income and
gains fail to exceed the costs, earnings or net asset value would decline faster
than otherwise would be the case. If the 300% asset coverage required by the
1940 Act should decline as a result of market fluctuation or other reasons, the
Fund may be required to sell some of its portfolio securities within three days
to reduce the borrowings (including reverse repurchase agreements) and restore
the 300% asset coverage, even though it may be disadvantageous from an
investment standpoint to sell securities at that time. The Fund intends to
enter into reverse repurchase agreements only if the income from the investment
of the proceeds is greater than the expense of the transaction, because the
proceeds are invested for a period no longer than the term of the reverse
repurchase agreement.

FLOATING RATE AND VARIABLE RATE OBLIGATIONS AND PARTICIPATION INTERESTS. The
Fund may purchase floating rate and variable rate obligations, including
participation interests therein. Floating rate or variable rate obligations
provide that the rate of interest is set as a specific percentage of a
designated base rate (such as the prime rate at a major commercial bank) or is
reset on a regular basis by a bank or investment banking firm to a market rate.
At specified times, the owner can demand payment of the obligation at par plus
accrued interest. Variable rate obligations provide for a specified periodic
adjustment in the interest rate, while floating rate obligations have an
interest rate which changes whenever there is a change in the external interest
rate. Frequently banks provide letters of credit or other credit support or
liquidity arrangements to secure these obligations. The quality of the
underlying creditor or of the bank, as the case may be, must meet the minimum
credit quality standards, as determined by the Advisor or Sub-Advisor,
prescribed for the Fund by the Board of Directors with respect to counterparties
in repurchase agreements and similar transactions.

The Fund may invest in participation interests purchased from banks in floating
rate or variable rate obligations owned by banks. A participation interest
gives the Fund an undivided interest in the obligation in the proportion that
the Fund's participation interest bears to the total principal amount of the
obligation, and provides a demand repayment feature. Each participation is
backed by an irrevocable letter of credit or guarantee of a bank (which may be
the bank issuing the participation interest or another bank). The bank letter
of credit or guarantee must meet the prescribed investment quality standards for
the Fund. The Fund has the right to sell the participation instrument back to
the issuing bank or draw on the letter of credit on demand for all or any part
of the Fund's participation interest in the underlying obligation, plus accrued
interest.

WHEN-ISSUED SECURITIES AND FIRM COMMITMENT AGREEMENTS. The Fund may purchase
securities on a delayed delivery or "when-issued" basis and enter into firm
commitment agreements (transactions whereby the payment obligation and interest
rate are fixed at the time of the transaction but the settlement is delayed).
The Fund will not purchase securities the value of which is greater than 5% of
its net assets on a when-issued or firm commitment basis. The Fund, as
purchaser, assumes the risk of any decline in value of the security beginning on
the date of the agreement or purchase, and no interest accrues to the Fund until
it accepts delivery of the security. The Fund will not use such transactions
for leveraging purposes and, accordingly, will segregate cash, cash equivalents,
or liquid securities in an amount sufficient to meet its payment obligations
thereunder. Although these transactions will not be entered into for leveraging
purposes, to the extent the Fund's aggregate commitments under these
transactions exceed its holdings of cash and securities that do not fluctuate in
value (such as short-term money market instruments), the Fund temporarily will
be in a leveraged position (i.e., it will have an amount greater than its net
assets subject to market risk). Should market values of the Fund's portfolio
securities decline while the Fund is in a leveraged position, greater
depreciation of its net assets would likely occur than were it not in such a
position. As the Fund's aggregate commitments under these transactions
increase, the opportunity for leverage similarly increases. The Fund will not
borrow money to settle these transactions and, therefore, will liquidate other
portfolio securities in advance of settlement if necessary to generate
additional cash to meet its obligations thereunder.

COMMERCIAL BANK OBLIGATIONS. For the purposes of the Fund's investment policies
with respect to bank obligations, obligations of foreign branches of U.S. banks
and of foreign banks may be general obligations of the parent bank in addition
to the issuing bank, or may be limited by the terms of a specific obligation and
by government regulation. As with investment in non-U.S. securities in general,
investments in the obligations of foreign branches of U.S. banks, and of foreign
banks may subject the Fund to investment risks that are different in some
respects from those of investments in obligations of domestic issuers. Although
the Fund will typically acquire obligations issued and supported by the credit
of U.S. or foreign banks having total assets at the time of purchase in excess
of $1 billion, this $1 billion figure is not a fundamental investment policy or
restriction of the Fund. For the purposes of calculating the $1 billion figure,
the assets of a bank will be deemed to include the assets of its U.S. and
non-U.S. branches.

FREMONT MUTUAL FUNDS 6

<PAGE>

Fund's purchase of shares of investment companies may result in the payment by a
shareholder of duplicative management fees. The Advisor will consider such fees
in determining whether to invest in other mutual funds. The Fund will invest
only in investment companies which do not charge a sales load; however, the Fund
may invest in such companies with distribution plans and fees, and may pay
customary brokerage commissions to buy and sell shares of closed-end investment
companies.

The return on the Fund's investments in investment companies will be reduced by
the operating expenses, including investment advisory and administrative fees,
of such companies. The Fund's investment in a closed-end investment company may
require the payment of a premium above the net asset value of the investment
company's shares, and the market price of the investment company thereafter may
decline without any change in the value of the investment company's assets. The
Fund, however, will not invest in any investment company or trust unless it is
believed that the potential benefits of such investment are sufficient to
warrant the payment of any such premium.

As an exception to the above, the Fund has the authority to invest all of its
assets in the securities of a single open-end investment company with
substantially the same fundamental investment objectives, restrictions, and
policies as that of the Fund. The Fund will notify its shareholders prior to
initiating such an arrangement.

ILLIQUID SECURITIES. The Fund may invest up to 15% of its net assets in all
forms of "illiquid securities."

An investment is generally deemed to be "illiquid" if it cannot be disposed of
within seven days in the ordinary course of business at approximately the amount
at which such securities are valued by the Fund. "Restricted" securities are
securities which were originally sold in private placements and which have not
been registered under the Securities Act of 1933 (the "1933 Act"). However, a
market exists for certain restricted securities (for example, securities
qualifying for resale to certain "qualified institutional buyers" pursuant to
Rule 144A under the 1933 Act). Additionally, the Advisor, the Sub-Advisor and
the Fund believe that a similar market exists for commercial paper issued
pursuant to the private placement exemption of Section 4(2) of the 1933 Act.
The Fund may invest without limitation in these forms of restricted securities
if such securities are determined by the Advisor or Sub-Advisor to be liquid in
accordance with standards established by the Investment Company's Board of
Directors. Under these standards, the Advisor or Sub-Advisor must consider (a)
the frequency of trades and quotes for the security, (b) the number of dealers
willing to purchase or sell the security and the number of other potential
purchasers, (c) any dealer undertaking to make a market in the security, and (d)
the nature of the security and the nature of the marketplace trades (for
example, the time needed to dispose of the security, the method of soliciting
offers, and the mechanics of transfer).

It is not possible to predict with accuracy how the markets for certain
restricted securities will develop. Investing in restricted securities could
have the effect of increasing the level of the Fund's illiquidity to the extent
that qualified institutional buyers become, for a time, uninterested in
purchasing these securities.

LENDING OF PORTFOLIO SECURITIES. For the purpose of realizing additional
income, the Fund may make secured loans of portfolio securities amounting to not
more than 33-1/3% of its net assets. Securities loans are made to
broker-dealers or institutional investors pursuant to agreements requiring that
the loans be continuously secured by collateral at least equal at all times to
the value of the securities lent marked to market on a daily basis. The
collateral received will consist of cash, short-term U.S. Government securities,
bank letters of credit, or such other collateral as may be permitted under the
Fund's investment program and by regulatory agencies and approved by the Board
of Directors. While the securities are being lent, the Fund will continue to
receive the equivalent of the interest or dividends paid by the issuer on the
securities, as well as interest on the investment of the collateral or a fee
from the borrower. The Fund has a right to call each loan and obtain the
securities on five business days' notice. The Fund will not have the right to
vote equity securities while they are being lent, but it will call a loan in
anticipation of any vote in which it seeks to participate.

REDUCTION IN BOND RATING. In the event that the rating for any security held by
the Fund drops below the minimum acceptable rating applicable to the Fund, the
Advisor or Sub-Advisor will determine whether the Fund should continue to hold
such an obligation in its portfolio. Bonds rated below BBB or Baa are commonly
known as "junk bonds." These bonds are subject to greater fluctuations in value
and risk of loss of income and principal due to default by the issuer than are
higher rated bonds. The market values of junk bonds tend to reflect short-term
corporate, economic, and market developments and investor perceptions of the
issuer's credit quality to a greater extent than higher rated bonds. In
addition, it may be more difficult to dispose of, or to determine the value of,
junk bonds. See Appendix A for a complete description of the bond ratings.

CONCENTRATION. The Fund will concentrate its investments in Real Estate
Investment Trusts. As a result, an economic, political or other change
affecting one Real Estate Investment Trust also may affect other Real Estate
Investment Trusts. This could increase market risk and the potential for
fluctuations in the net asset value of the Fund's shares.

INVESTMENT RESTRICTIONS

The Fund has adopted the following fundamental investment policies and
restrictions in addition to the policies and restrictions discussed in its
prospectus. The policies and restrictions listed below cannot be changed
without approval by the holders of a "majority of the outstanding voting
securities" of the Fund (which is defined in the 1940 Act to mean the lesser of
(i) 67% of the shares represented at a meeting at which more than 50% of the
outstanding shares are represented or (ii) more than 50% of the outstanding
shares). These restrictions provide that the Fund may not:

1. Invest more than 25% of its total assets in the securities of companies
primarily engaged in only one industry other than: (1) the U.S. Government,
its agencies and instrumentalities; and (2) Real Estate Investment Trust.
See "Investment Objective, Policies, And Risk Considerations."

2. Buy or sell real estate (excluding real estate limited partnerships) or
commodities or contracts; however, the Fund may invest in

7 FREMONT MUTUAL FUNDS

<PAGE>

securities secured by real estate, or issued by companies which invest in
real estate or interests therein, including real estate investment trusts,
and may purchase and sell currencies (including forward currency exchange
contracts), futures contracts, and related options generally as described
in the Prospectus and Statement of Additional Information.

3. Engage in the business of underwriting securities of other issuers, except
to the extent that the disposal of an investment position may technically
cause it to be considered an underwriter as that term is defined under the
Securities Act of 1933.

4. Make loans, except that the Fund may purchase debt securities, enter into
repurchase agreements, and make loans of portfolio securities amounting to
not more than 33 1/3% of its net assets calculated at the time of the
securities lending.

5. Borrow money, except from banks for temporary or emergency purposes not in
excess of 30% of the value of the Fund's total assets. The Fund will not
purchase securities while such borrowings are outstanding.

6. Change its status as either a diversified or a non-diversified investment
company.

7. Issue senior securities, except as permitted under the 1940 Act, and except
that the Investment Company and the Fund may issue shares of common stock
in multiple series or classes.

8. Notwithstanding any other fundamental investment restriction or policy, the
Fund may invest all of its assets in the securities of a single open-end
investment company with substantially the same fundamental investment
objectives, restrictions, and policies as the Fund.

Other current investment policies of the Fund, which are not fundamental
and which may be changed by action of the Board of Directors without
shareholder approval, are as follows.

The Fund may not:

9. Invest in companies for the purpose of exercising control or management.

10. Mortgage, pledge, or hypothecate any of its assets, provided that this
restriction shall not apply to the transfer of securities in connection
with any permissible borrowing.

11. Purchase securities on margin, provided that the Fund may obtain such
short-term credits as may be necessary for the clearance of purchases and
sales of securities, except that the Fund may make margin deposits in
connection with futures contracts.

12. Enter into a futures contract if, as a result thereof, more than 5% of the
Fund's total assets (taken at market value at the time of entering into the
contract) would be committed to premiums and initial margin on such futures
contract.

13. Acquire securities or assets for which there is no readily available market
or which are illiquid, if, immediately after and as a result of the
acquisition, the value of such securities would exceed, in the aggregate,
15% of the Fund's net assets.

14. Make short sales of securities or maintain a short position, except that
the Fund may sell short "against the box."

15. Acquire more than 3% of the outstanding voting securities of any one
investment company.

FREMONT MUTUAL FUNDS 8

<PAGE>

INVESTMENT COMPANY DIRECTORS AND OFFICERS

The Bylaws of Fremont Mutual Funds, Inc. (the "Investment Company"), the
Maryland investment company of which the Fund is a series, authorize a Board of
Directors of between three and 15 persons, as fixed by the Board of Directors.
A majority of directors may fill vacancies caused by the resignation or death of
a director, or the expansion of the Board of Directors. Any director may be
removed by vote of the holders of a majority of all outstanding shares of the
Investment Company qualified to vote at the meeting.

PRINCIPAL OCCUPATIONS AND BUSINESS
NAME AND ADDRESS DATE OF BIRTH POSITIONS HELD EXPERIENCE FOR PAST FIVE YEARS
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
David L. Redo (1)(2)(4) 9-1-37 Chairman, Chief President and Director, Fremont Investment
Fremont Investment Advisors, Inc. Executive Officer and Advisors, Inc., Managing Director, Fremont
333 Market Street, 26th Floor Director Group, L.L.C. and Fremont Investors, Inc.;
San Francisco, CA 94105 Director, Sequoia Ventures, Sit/Kim
International Investment Associates, and
J.P Morgan Securities Asia

Michael H. Kosich (1)(2) 3-30-40 President and Director 7/96-present, Senior Vice President and
Fremont Investment Advisors, Inc. Director, Fremont Investment Advisors, Inc.;
333 Market Street, 26th Floor 10/77-7/96, Senior Vice President, Business
San Francisco, CA 94105 Development, Benham Management

Richard E. Holmes (3) 5-14-43 Director Vice President & Director, BelMar Advisors,
P.O. Box 479 Inc. (marketing firm)
Sanibel, FL 33957

William W. Jahnke (3) 2-6-44 Director 1/96-present, Chairman, Financial Design
Jahnke & Associates Education Corp.; 3/93-present, Principal,
58 Camino del Diablo Jahnke & Associates (Consultants) 6/83-3/93,
Orinda, CA 94563 Chairman, Board of Directors, Vestek
Systems, Inc

Donald C. Luchessa (3) 2-18-30 Director Principal, DCL Advisory (marketer for
DCL Advisory investment advisors)
345 California Street, 10th Floor
San Francisco, CA 94104

David L Egan(3) 5-1-34 Director President, Fairfield Capital Associates, Inc.
Fairfield Capital Associates, Inc. Founding Partner of China Epicure, L.L.C. and
1640 Sylvaner Palisades Trading Company, L.L.C.
St. Helena, CA 94574

Albert W. Kirschbaum (4) 8-17-38 Senior Vice President Senior Vice President and Director, Fremont
Fremont Investment Advisors, Inc. Investment Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Peter F. Landini (4) 5-10-51 Senior Vice President, Senior Vice President, Chief Operating Officer
Fremont Investment Advisors, Inc. Treasurer and Director and Director, Fremont Investment Advisors,
333 Market Street, 26th Floor Inc.; Director, J.P. Morgan Securities, Asia
San Francisco, CA 94105

John Kosecoff 10-9-51 Vice President 10/96-present, Vice President, Fremont
Fremont Investment Advisors, Inc. Investment Advisors, Inc.; 12/93-9/96,
333 Market Street, 26th Floor Senior Analyst and Portfolio Manager, RCM
San Francisco, CA 94105 Capital Management; 11/92-12/93, Hedge Fund
Analyst and Portfolio Manager, Omega Advisors;
10/90-11/92, Senior Consumer Sector Analyst,
Lord Abbett & Co.

William M Feeney 3-27-56 Vice President Vice President, Fremont Investment
Fremont Investment Advisors, Inc. Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Norman Gee 3-27-56 Vice President Vice President, Fremont Investment
Fremont Investment Advisors, Inc. Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

</TABLE>

9 FREMONT MUTUAL FUNDS

<PAGE>

INVESTMENT COMPANY DIRECTORS AND OFFICERS (CONT.)

Alexandra W. Kinchen (4) 4-25-45 Vice President Vice President, Fremont Investment
Fremont Investment Advisors, Inc. Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Andrew L. Pang (4) 4-15-49 Vice President Vice President, Fremont Investment
Fremont Investment Advisors, Inc. Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Robert J. Haddick (4) 2-26-60 Vice President Vice President, Fremont Investment
Fremont Investment Advisors, Inc. Advisors, Inc.; Fund Group, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Tina Thomas 8-7-49 Vice President, 6/96-present, Vice President and Chief
Fremont Investment Advisors, Inc. Secretary, and Chief Compliance Officer, Fremont Investment
333 Market Street, 26th Floor Compliance Officer Advisors, Inc.; 9/88-5/96, Chief Compliance
San Francisco, CA 94105 Officer and Vice President, Bailard, Biehl and
Kaiser, Inc.; Treasurer, Bailard, Biehl and
Kaiser International Fund Group, Inc. and
Bailard, Biehl and Kaiser Fund Group;
Principal, BB&K Fund Services, Inc.

Richard G. Thomas 1-7-57 Senior Vice President Vice President, Fremont Investment
Fremont Investment Advisors, Inc. Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Gretchen Hollstein 3-23-67 Vice President Vice President, Fremont Investment
Fremont Investment Advisors, Inc. Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Greg Hand 10-9-61 Assistant Treasurer Assistant Treasurer
Fremont Investment Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Allyn Hughes 6-12-60 Vice President Vice President, Fremont Investment
Fremont Investment Advisors, Inc. Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Dean Boebinger 11-21-55 Vice President 12/95-present, National Sales Manager, Fremont
Fremont Investment Advisors, Inc. Investment Advisors, Inc.; 8/94-12/95,
3000 Post Oak Blvd., Suite 100 Regional Sales Manager; 3/92-7/94, Certified
Houston, TX 77056 Financial Planner and Account Executive,
GNA, Inc.

</TABLE>

(1) Director who is an "interested person" of the Company due to his
affiliation with the Company's investment manager.
(2) Member of the Executive Committee.
(3) Member of the Audit Committee and the Contracts Committee.
(4) Member of the Fremont Investment Committee.

During the fiscal year ended October 31, 1997, Richard E. Holmes, William W.
Jahnke, and David L. Egan each received $13,500 and Donald C. Luchessa received
$12,000 for serving as directors of the Investment Company.

As of September 30, 1997, the officers and directors as a group owned in the
aggregate beneficially or of record less than 1% of the outstanding shares of
the Investment Company.

FREMONT MUTUAL FUNDS 10
<PAGE>

INVESTMENT ADVISORY AND OTHER SERVICES

MANAGEMENT AGREEMENT. The Advisor, in addition to providing investment
management services, furnishes the services and pays the compensation and travel
expenses of persons who perform the executive, administrative, clerical, and
bookkeeping functions of the Investment Company, provides suitable office space,
necessary small office equipment and utilities, and general purpose accounting
forms, supplies, and postage used at the offices of the Investment Company. The
Advisor is responsible to pay sub-transfer agency fees when such entities are
engaged in connection with share holdings in the Fund acquired by certain
retirement plans.

For its services under the Investment Advisory Agreement (the "Advisory
Agreement"), the Advisor is paid a monthly fee at the annual rate of 1.00% of
the Fund's average net assets. The Fund will pay all of its own expenses not
assumed by the Advisor, including, but not limited to, the following: custodian,
stock transfer, and dividend disbursing fees and expenses; taxes and insurance;
expenses of the issuance and redemption of shares of the Fund (including stock
certificates, registration or qualification fees and expenses); legal and
auditing expenses; and the costs of stationery and forms prepared exclusively
for the Fund.

The allocation of general Investment Company expenses among its series is made
on a basis that the directors deem fair and equitable, which may be based on the
relative net assets of each series or the nature of the services performed and
relative applicability to each series.

As noted in the Prospectus, the Advisor anticipates waiving its fees and
reimbursing the Fund for other operating expenses in order to limit total
operating expenses to 1.50% of average net assets. Any reductions made by the
Advisor in its fees are subject to reimbursement by the Fund within the
following three years provided the Fund is able to effect such reimbursement and
remain in compliance with the foregoing expense limitation. The Advisor
generally seeks reimbursement for the oldest reductions before payment by the
Fund for fees and expenses for the current year. In considering approval of the
Fund's Advisory Agreement, the Board of Directors specifically considered and
approved the provision which permits the Advisor to seek reimbursement of any
reduction made to its fees within the three-year period. The Advisor's ability
to request reimbursement is subject to various conditions. First, any
reimbursement is subject to the Fund's ability to effect such reimbursement and
remain in compliance with the 1.50% limitation on annual operating expenses.
Second, the Advisor must specifically request the reimbursement from the Board
of Directors. Third, the Board of Directors must approve such reimbursement as
appropriate and not inconsistent with the best interests of the Fund and the
shareholders at the time such reimbursement is requested. Because of these
substantial contingencies, the potential reimbursements will be accounted for as
contingent liabilities that are not recordable on the balance sheet of the Fund
until collection is probable; but the full amount of the potential liability
will appear in a footnote to the Fund's financial statements. At such time as
it appears probable that the Fund is able to effect such reimbursement, that the
Advisor intends to seek such reimbursement and that the Board of Directors has
or is likely to approve the payment of such reimbursement, the amount of the
reimbursement will be accrued as an expense of the Fund for that current period.

The directors of the Advisor are David L. Redo, Vincent P. Kuhn, Jr., Jon S.
Higgins, Peter F. Landini, Michael H. Kosich and Albert W. Kirschbaum.

The Advisory Agreement with respect to the Fund may be renewed annually,
provided that any such renewal has been specifically approved by (i) the Board
of Directors, or by the vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of the Fund, and (ii) the vote of a majority of
directors who are not parties to the Advisory Agreement or "interested persons"
(as defined in the 1940 Act) of any such party, cast in person, at a meeting
called for the purpose of voting on such approval. The Advisory Agreement also
provides that either party thereto has the right with respect to the Fund to
terminate it without penalty upon sixty (60) days' written notice to the other
party, and that the Advisory Agreement terminates automatically in the event of
its assignment (as defined in the 1940 Act).

The Advisor's employees may engage in personal securities transactions.
However, the Investment Company and the Advisor have adopted a Code of Ethics
for the purpose of establishing standards of conduct for the Advisor's employees
with respect to such transactions. The Code of Ethics includes some broad
prohibitions against fraudulent conduct, and also includes specific rules,
restrictions, and reporting obligations with respect to personal securities
transactions of the Advisor's employees. Generally, each employee is required
to obtain prior approval from the Advisor's compliance officer in order to
purchase or sell a security for the employee's own account. Purchases or sales
of securities which are not eligible for purchase or sale by the Fund or any
other client of the Advisor are exempted from the prior approval requirement, as
are certain other transactions which the Advisor believes present no potential
conflict of interest. The Advisor's employees are also required to file with
the Advisor quarterly reports of their personal securities transactions.

THE SUB-ADVISOR. The Advisory Agreement authorizes the Advisor, at its option
and at its sole expense, to appoint a Sub-Advisor, which may assume all or a
portion of the responsibilities and obligations of the Advisor pursuant to the
Advisory Agreement as shall be delegated to the Sub-Advisor. Any appointment of
a Sub-Advisor and assumption of responsibilities and obligations of the Advisor
by such Sub-Advisor is subject to approval by the Board of Directors and, if
required by the law, the shareholders of the Fund. Pursuant to this authority,
Kensington Investment Group (the "Sub-Advisor") serves as the Fund's
Sub-Advisor. The Sub-Advisor is overseen by the members of the Fremont
Investment Committee. See "Investment Company Directors and Officers."

The current Portfolio Management Agreement provides that the Sub-Advisor agrees
to manage the investment of the Fund's assets, subject to the applicable
provisions of the Investment Company's Articles of Incorporation, Bylaws and
current registration statement (including, but not limited to, the investment
objective, policies, and restrictions delineated in the Fund's current
Prospectus and Statement of Additional Information), as interpreted from time to
time by the Board of Directors.

11 FREMONT MUTUAL FUNDS

<PAGE>

For its services under the Portfolio Management Agreement, the Advisor has
agreed to pay the Sub-Advisor a monthly fee equal to the annual rate of .50% of
the Fund's average net assets. Both the Advisor and the Sub-Advisor will waive
their fees for the first six months, and will then continue to waive fees until
the earlier of December 31, 1998 or until assets in the Fund reach $25 million.

The Portfolio Management Agreement for the Fund continues in effect from year to
year only as long as such continuance is specifically approved at least annually
by (i) the Board of Directors of the Investment Company or by the vote of a
majority of the outstanding voting shares of the Fund, and (ii) by the vote of a
majority of the directors of the Investment Company who are not parties to the
Agreement or interested persons of the Advisor or the Sub-Advisor or the
Investment Company. The Agreement may be terminated at any time without the
payment of any penalty, by the Board of Directors of the Investment Company or
by the vote of a majority of the outstanding voting shares of the Fund, or by
the Sub-Advisor or the Advisor, upon 30 days' written notice to the other party.
Additionally, the Agreement automatically terminates in the event of its
assignment.

PRINCIPAL UNDERWRITER. The Fund's principal underwriter is First Fund
Distributors, Inc., 4455 E. Camelback Road, Suite 261E, Phoenix, Arizona 85018
(the "Distributor"). The Distributor is engaged on a non-exclusive basis to
assist in the distribution of shares in various jurisdictions. The Distributor
receives compensation from the Advisor and is not paid either directly or
indirectly by the Investment Company. The Distributor will receive compensation
of $50,000 from the Advisor with respect to the fiscal year ended October 31,
1998 for services as Distributor.

TRANSFER AGENT. State Street Bank and Trust Company, c/o NFDS, P.O. Box 419343,
Kansas City, Missouri, 64141, serves as Transfer and Dividend Disbursing Agent
and shareholder service agent. The Transfer Agent is not involved in
determining investment policies of the Fund or its portfolio securities
transactions. Its services do not protect shareholders against possible
depreciation of their assets. The fees of State Street Bank and Trust Company
are paid by the Fund and thus borne by the Fund's shareholders. State Street
Bank and Trust Company has contracted with National Financial Data Services to
serve as shareholder servicing agent. A depository account has been established
at United Missouri Bank of Kansas City ("United Missouri Bank") through which
all payments for the funds will be processed.

ADMINISTRATOR. The Advisor has retained Investment Company Administration
Corporation (the "Administrator"), with offices at 2025 East Financial Way,
Suite 101, Glendora, California 91741. The Administration Agreement provides
that the Administrator will prepare and coordinate reports and other materials
supplied to the Directors; prepare and/or supervise the preparation and filing
of securities filings, periodic financial reports, prospectuses, statements of
additional information, marketing materials, shareholder reports and other
regulatory reports or filings required of the Fund; prepare all required filings
necessary to maintain the Fund's notice filings to sell shares in all states
where the Fund currently does, or intends to do, business; coordinate the
preparation, printing and mailing of materials required to be sent to
shareholders; and perform such additional services as may be agreed upon by the
Advisor and the Administrator. For its services, the Advisor (not the Fund)
pays the Administrator an annual fee equal to 0.02% of the first $1 billion of
the Investment Company's average daily net assets, 0.015% thereafter, subject to
a minimum annual fee of $20,000 per fund.

PLAN OF DISTRIBUTION

As stated in the Prospectus, the Fund has adopted a plan of distribution (the
"Plan") pursuant to Rule 12b-1 under the 1940 Act which permits the Fund to
compensate the Advisor for expenses incurred in the distribution and promotion
of the Fund's shares, including, but not limited to, the printing of
prospectuses, statements of additional information, and reports used for sales
purposes, advertisements, expenses of preparation and printing of sales
literature, promotion, marketing, and sales expenses, and other
distribution-related expenses, including any distribution fees paid to
securities dealers or other firms who have executed a distribution or service
agreement with the Underwriter. The Plan expressly permits payments in any
fiscal year up to a maximum of .25% of the average daily net assets of the Fund.
It is possible that the Advisor could receive compensation under the Plan that
exceeds the Advisor's costs and related distribution expenses, thus resulting in
a profit to the Advisor.

Agreements implementing the Plan (the "Implementation Agreements") are in
writing and have been approved by the Board of Directors. All payments made
pursuant to the Plan are made in accordance with written agreements and are
reviewed by the Board of Directors at least quarterly.

The continuance of the Plan and the Implementation Agreements must be
specifically approved at least annually by a vote of the Investment Company's
Board of Directors and by a vote of the Directors who are not interested persons
of the Investment Company and have no direct or indirect financial interest in
the Plan or any Implementation Agreement (the "Independent Directors") at a
meeting called for the purpose of voting on such continuance. The Plan may be
terminated at any time by a vote of a majority of the Independent Directors or
by a vote of the holders of a majority of the outstanding shares of the Fund.
In the event the Plan is terminated in accordance with its terms, the Fund will
not be required to make any payments for expenses incurred by the Advisor after
the termination date. Each Implementation Agreement terminates automatically in
the event of its assignment and may be terminated at any time by a vote of a
majority of the Independent Directors or by a vote of the holders of a majority
of the outstanding shares of the Fund on not more than 60 days' written notice
to any other party to the Implementation Agreement. The Plan may not be amended
to increase materially the amount to be spent for distribution without
shareholder approval. All material amendments to the Plan must be approved by a
vote of the Investment Company's Board of Directors and by a vote of the
Independent Directors.

FREMONT MUTUAL FUNDS 12

<PAGE>

of disruption of planned investment strategies. The Plan will be renewed only
if the Directors make a similar determination for each subsequent year of the
Plan. There can be no assurance that the benefits anticipated from the
expenditure of the Fund's assets for distribution will be realized. While the
Plan is in effect, the costs to and expenses incurred by the Advisor pursuant to
the Plan and the purposes underlying such cash and expenditures must be reported
quarterly to the Board of Directors for its review. In addition, the selection
and nomination of those Directors who are not interested persons of the
Investment Company are committed to the discretion of the Independent Directors
during such period.

Pursuant to the Plan, the Fund may also make payments to banks or other
financial institutions that provide shareholder services and administer
shareholder accounts. The Glass-Steagall Act prohibits banks from engaging in
the business of underwriting, selling, or distributing securities. Although the
scope of this prohibition under the Glass-Steagall Act has not been clearly
defined by the courts or appropriate regulatory agencies, management of the
Investment Company believes that the Glass-Steagall Act should not preclude a
bank from providing such services. However, state securities laws on this issue
may differ from the interpretations of federal law expressed herein and banks
and financial institutions may be required to register as dealers pursuant to
state law. If a bank were prohibited from continuing to perform all or a part
of such services, management of the Investment Company believes that there would
be no material impact on the Fund or its shareholders. Banks may charge their
customers fees for offering these services to the extent permitted by regulatory
authorities, and the overall return to those shareholders availing themselves of
the bank services will be lower than to those shareholders who do not. The Fund
may from time to time purchase securities issued by banks which provide such
services; however, in selecting investments for the Fund, no preference will be
shown for such securities.

EXECUTION OF PORTFOLIO TRANSACTIONS

There are occasions on which portfolio transactions for the Fund may be executed
as part of concurrent authorizations to purchase or sell the same security for
other accounts served by the Advisor or Sub-Advisor, including other series of
the Investment Company. Although such concurrent authorizations potentially
could be either advantageous or disadvantageous to the Fund, they will be
effected only when the Advisor or Sub-Advisor believes that to do so will be in
the best interest of the Fund. When such concurrent authorizations occur, the
objective will be to allocate the executions in a manner which is deemed
equitable to the accounts involved, including the Fund and the other series of
the Investment Company.

The Fund contemplates purchasing foreign equity securities in over-the-counter
markets or stock exchanges located in the countries in which the respective
principal offices of the issuers of the various securities are located, if that
is the best available market. Fixed commissions on foreign stock transactions
are generally higher than negotiated commissions on United States transactions,
although the Fund will endeavor to achieve the best net results on its portfolio
transactions. There is generally less government supervision and regulation of
foreign stock exchanges and brokers than in the United States. Foreign security
settlements may in some instances be subject to delays and related
administrative uncertainties.

Foreign equity securities may be held by the Fund in the form of American
Depository Receipts ("ADRs") or similar instruments. ADRs may be listed on
stock exchanges or traded in the over-the-counter markets in the United States.
ADRs, like other securities traded in the United States, will be subject to
negotiated commission rates. The government securities issued by the United
States and other countries and money market securities in which the Fund may
invest are generally traded in the over-the-counter markets.

Subject to the requirement of seeking the best available prices and executions,
the Advisor or Sub-Advisor may, in circumstances in which two or more
broker-dealers are in a position to offer comparable prices and executions, give
preference to broker-dealers who have provided investment research, statistical,
and other related services to the Advisor or Sub-Advisor for the benefit of the
Fund and/or other accounts served by the Advisor or Sub-Advisor. Such
preferences would only be afforded to a broker-dealer if the Advisor or
Sub-Advisor determines that the amount of the commission is reasonable in
relation to the value of the brokerage and research services provided by that
broker-dealer and only to a broker-dealer acting as agent and not as principal.
The Advisor is of the opinion that, while such information is useful in varying
degrees, it is of indeterminable value and does not reduce the expenses of the
Advisor in managing the Fund's portfolio.

HOW TO INVEST

PRICE OF SHARES. The price to be paid by an investor for shares of the Fund,
the public offering price, is based on the net asset value per share which is
calculated once daily as of the earlier of 4:00 p.m. Eastern time or the close
of business of the New York Stock Exchange. The New York Stock Exchange is
currently closed on weekends and on the following holidays: (i) New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, July
4th, Labor Day, Thanksgiving, and Christmas Day; and (ii) the preceding Friday
when any one of those holidays falls on a Saturday or the subsequent Monday when
any one of those holidays falls on a Sunday.

The Fund will calculate its net asset value and complete orders to purchase,
exchange, or redeem shares only on a Monday through Friday basis (excluding
holidays on which the New York Stock Exchange is closed). The Fund's portfolio
securities may from time to time be listed on foreign stock exchanges or
otherwise traded on foreign markets which may trade on other days (such as
Saturday). As a result, the net asset value of the Fund may be significantly
affected by such trading on days when a shareholder has no access to the Fund.
See also in the Prospectus at "General Investment Policies - Special
Considerations in International Investing," "Calculation of Net Asset Value and
Public Offering Price," "How to Invest," "How to Redeem Shares," and
"Shareholder Account Services and Privileges - Exchanges Between Funds."

13 FREMONT MUTUAL FUNDS

<PAGE>

1. Fixed-income obligations with original or remaining maturities in excess of
60 days are valued at the mean of representative quoted bid and asked
prices for such securities or, if such prices are not available, at prices
for securities of comparable maturity, quality, and type. However, in
circumstances where the Advisor deems it appropriate to do so, prices
obtained for the day of valuation from a bond pricing service will be used.
The Fund amortizes to maturity all securities with 60 days or less
remaining to maturity based on their cost to the Fund if acquired within 60
days of maturity or, if already held by the Fund on the 60th day, based on
the value determined on the 61st day. Options on currencies purchased by
the Fund are valued at their last bid price in the case of listed options
or at the average of the last bid prices obtained from dealers in the case
of OTC options. Where market quotations are not readily available,
securities are valued at fair value pursuant to methods approved by the
Board of Directors.

2. Equity securities, including ADRs, which are traded on stock exchanges,
are valued at the last sale price on the exchange on which such securities
are traded, as of the close of business on the day the securities are being
valued or, lacking any sales, at the last available mean price. In cases
where securities are traded on more than one exchange, the securities are
valued on the exchange designated by or under the authority of the Board of
Directors as the primary market. Securities traded in the over-the-counter
market are valued at the last available bid price in the over-the-counter
market prior to the time of valuation. Securities and assets for which
market quotations are not readily available (including restricted
securities which are subject to limitations as to their sale) are valued at
fair value as determined in good faith by or under the direction of the
Board of Directors.

3. Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed well before the close of the
business day in New York. In addition, European or Far Eastern securities
trading may not take place on all business days in New York. Furthermore,
trading takes place in Japanese markets on certain Saturdays and in various
foreign markets on days which are not business days in New York and on
which the Fund's net asset value is not calculated. The calculation of net
asset value may not take place contemporaneously with the determination of
the prices of securities held by the Fund used in such calculation. Events
affecting the values of portfolio securities that occur between the time
their prices are determined and the close of the New York Stock Exchange
will not be reflected in the Fund's calculation of net asset value unless
the Board of Directors deems that the particular event would materially
affect net asset value, in which case an adjustment will be made.

4. The value of each security denominated in a currency other than U.S.
dollars will be translated into U.S. dollars at the prevailing market rate
as determined by the Advisor.

5. The Fund's liabilities, including proper accruals of taxes and other
expense items, are deducted from total assets and a net asset figure is
obtained.

6. The net assets so obtained are then divided by the total number of shares
outstanding (excluding treasury shares), and the result, rounded to the
nearest cent, is the net asset value per share.

OTHER INVESTMENT AND REDEMPTION SERVICES

THE OPEN ACCOUNT. When an investor makes an initial investment in the Fund, a
shareholder account is opened in accordance with the investor's registration
instructions. Each time there is a transaction in a shareholder account, such
as an additional investment, redemption, or distribution (dividend or capital
gain), the shareholder will receive from the Sub-Transfer Agent a confirmation
statement showing the current transaction in the shareholder account, along with
a summary of the status of the account as of the transaction date.

PAYMENT AND TERMS OF OFFERING. Payment of shares purchased should accompany the
purchase order, or funds should be wired to the Sub-Transfer Agent as described
in the Prospectus. Payment, other than by wire transfer, must be made by check
or money order drawn on a U.S. bank. Checks or money orders must be payable in
U.S. dollars and be made payable to the appropriate Fremont Fund. Third party
checks, credit cards, and cash will not be accepted.

As a condition of this offering, if an order to purchase shares is cancelled due
to nonpayment (for example, because of a check returned for "not sufficient
funds"), the person who made the order will be responsible for reimbursing the
Advisor for any loss incurred by reason of such cancellation. If such purchaser
is a shareholder, the Fund shall have the authority as agent of the shareholder
to redeem shares in the shareholder's account for the then-current net asset
value per share to reimburse the Fund for the loss incurred. Such loss shall be
the difference between the net asset value of the Fund on the date of purchase
and the net asset value on the date of cancellation of the purchase. Investors
whose purchase orders have been cancelled due to nonpayment may be prohibited
from placing future orders.

The Investment Company reserves the right at any time to waive or increase the
minimum requirements applicable to initial or subsequent investments with
respect to any person or class of persons. An order to purchase shares is not
binding on the Investment Company until it has been confirmed in writing by the
Sub-Transfer Agent (or other arrangements made with the Investment Company, in
the case of orders utilizing wire transfer of funds) and payment has been
received. To protect existing shareholders, the Investment Company reserves the
right to reject any offer for a purchase of shares by any individual.

REDEMPTION IN KIND. The Investment Company may elect to redeem shares in assets
other than cash but must pay in cash all redemptions with respect to any
shareholder during any 90-day period in an amount equal to the lesser of (i)
$250,000 or (ii) 1% of the net asset value of the Fund at the beginning of such
period.

SUSPENSION OF REDEMPTION PRIVILEGES. The Investment Company may suspend
redemption privileges with respect to the Fund or postpone the date of payment
for more than seven calendar days after the redemption order is received during
any period (1) when the New York Stock Exchange is closed other than customary
weekend and holiday closings, or trading on the Exchange is restricted as
determined by the SEC, (2) when an emergency exists, as defined by the SEC,
which makes it not reasonably practicable for the Investment

FREMONT MUTUAL FUNDS 14

<PAGE>

Company to dispose of securities owned by it or to fairly determine the value of
its assets, or (3) as the SEC may otherwise permit.

TAXES - MUTUAL FUNDS

STATUS AS A "REGULATED INVESTMENT COMPANY." The Fund will be treated under the
Code as a separate entity, and the Fund intends to qualify and elect, and to
continue to qualify, to be treated as a separate "regulated investment company"
under Subchapter M of the Code. To qualify for the tax treatment afforded a
regulated investment company under the Code, the Fund must annually distribute
at least 90% of the sum of its investment company taxable income (generally net
investment income and certain short-term capital gains) and its tax-exempt
interest income (if any) and meet certain diversification of assets and other
requirements of the Code. If the Fund qualifies for such tax treatment, it will
not be subject to federal income tax on the part of its investment company
taxable income and its net capital gain which it distributes to shareholders.
To meet the requirements of the Code, the Fund must (a) derive at least 90% of
its gross income from dividends, interest, payments with respect to securities
loans, and gains from the sale or other disposition of securities or currencies;
(b) diversify its holdings so that, at the end of each fiscal quarter, (i) at
least 50% of the market value of the Fund's total assets is represented by cash,
U.S. Government securities, securities of other regulated investment companies,
and other securities, limited, in respect of any one issuer, to an amount not
greater than 5% of the Fund's total assets and 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its total
assets is invested in the securities of any one issuer (other than U.S.
Government securities or the securities of other regulated investment
companies), or in two or more issuers which the Fund controls and which are
engaged in the same or similar trades or businesses. Income and gain from
investing in gold or other commodities will not qualify in meeting the 90% gross
income test.

The Fund may invest in REITs that hold residual interests in real estate
mortgage investment conduits ("REMICs"). Under Treasury regulations that have
not yet been issued, but which may apply retroactively, a portion of the Fund's
income from a REIT that is attributable to the REITs residual interest in a
REMIC (referred to in the Code as an "excess inclusion") will be subject to
federal income tax in all events. These regulations are also expected to
provide that excess inclusion income of a regulated investment company, such as
the Fund, will be allocated to shareholders of the regulated investment company
in proportion to the dividends received by such shareholders, with the same
consequences as if the shareholders held the related REMIC residual interest
directly. In general, excess inclusion income allocated to shareholders (i)
cannot be offset by net operating losses (subject to a limited exception for
certain thrift institutions), (ii) will constitute unrelated business taxable
income to entities (including a qualified pension plan, an individual retirement
account, a 401(k) plan or other tax-exempt entity) subject to tax on unrelated
business income, thereby potentially requiring such an entity that is allocated
excess inclusion income, and otherwise might not be required to file a tax
return, to file a tax return and pay tax on such income, and (iii) in the case
of a foreign shareholder, will not qualify for any reduction in U.S. federal
withholding tax. In addition, if at any time during any taxable year a
"disqualified organization" (as defined in the Code) is a record holder of a
share in a regulated investment company, then the regulated investment company
will be subject to a tax equal to that portion of its excess inclusion income
for the taxable year that is allocable to the disqualified organization,
multiplied by the highest federal income tax rate imposed on corporations.

Even though the Fund intends to qualify as a "regulated investment company," it
may be subject to certain federal excise taxes unless the Fund meets certain
additional distribution requirements. Under the Code, a nondeductible excise
tax of 4% is imposed on the excess of a regulated investment company's "required
distribution" for the calendar year over the "distributed amount" for such
calendar year. The term "required distribution" means the sum of (i) 98% of
ordinary income (generally net investment income) for the calendar year, (ii)
98% of capital gain net income (both long-term and short-term) for the one-year
period ending on October 31 of such year, and (iii) the sum of any untaxed,
undistributed net investment income and net capital gains of the regulated
investment company for prior periods. The term "distributed amount" generally
means the sum of (i) amounts actually distributed by the Fund from its current
year's ordinary income and capital gain net income and (ii) any amount on which
the Fund pays income tax for the year. The Fund intends to meet these
distribution requirements to avoid the excise tax liability. It is possible
that the Fund will not receive cash distributions from the real estate
investment trusts ("REITs") in which it invests in sufficient time to allow the
Fund to satisfy its won distribution requirements using these REIT
distributions. Accordingly, the Fund might be required to generate cash to make
its own distributions, which may cause the Fund to sell securities at a time not
otherwise advantageous to do so, or to borrow money to fund a distribution.

If for any taxable year the Fund does not qualify for the special tax treatment
afforded regulated investment companies, all of its taxable income will be
subject to tax at regular corporate rates (without any deduction for
distributions to its shareholders). In such event, dividend distributions would
be taxable to shareholders to the extent of earnings and profits.

DISTRIBUTIONS OF NET INVESTMENT INCOME. Dividends from net investment income
(including net short-term capital gains) are taxable as ordinary income.
Shareholders will be taxed for federal income tax purposes on dividends from the
Fund in the same manner whether such dividends are received as shares or in
cash. If the Fund does not receive any dividend income from U.S. corporations
which are not REITs, dividends from the Fund will not be eligible for the
dividends received deduction allowed to corporations. To the extent that
dividends received by the Fund would qualify for the dividends received
deduction available to corporations, the Fund must designate in a written notice
to shareholders the amount of the Fund's dividends that would be eligible for
this treatment. In order to qualify for the dividends received deduction, a
corporate shareholder must hold the Fund's shares paying the dividends, upon
which a dividend received deduction would be based, for at least 46 days during
the 90-day period that begins 45 days before the stock becomes ex-dividend with
respect to the dividend without protection from risk of loss. Similar
requirements apply to the Fund with respect to each qualifying dividend the Fund
receives.

NET CAPITAL GAINS. Any distributions designated as being made from

15 FREMONT MUTUAL FUNDS

<PAGE>

the Fund's net capital gains will be taxable as long-term capital gains or
mid-term capital gains, as the case may be, regardless of the holding period of
the shareholders of the Fund's shares. The maximum capital gains rate for
individuals is 28% with respect to assets held for more than 12 months, but not
more than 18 months, and 20% with respect to assets held more than 18 months.
The maximum capital gains rate for corporate shareholders is the same as the
maximum tax rate for ordinary income. Shareholders are advised to consult their
tax advisors regarding application of these rules to their particular
circumstances. If certain eligibility requirements are met, a REIT may be
eligible to retain long-term and mid-term capital gains, pay tax thereon and
pass through to shareholders that amount as a tax credit. It is not clear
whether the Fund would be eligible under such circumstances to pass through that
credit to its shareholders. In the event that the Fund owns shares in a REIT
which makes such an election, the Fund will determine the course of action it
deems appropriate.

Capital loss carryforwards result when the Fund has net capital losses during a
tax year. These are carried over to subsequent years and may reduce
distributions of realized gains in those years. Unused capital loss
carryforwards expire in eight years. Until such capital loss carryforwards are
offset or expire, it is unlikely that the Board of Directors will authorize a
distribution of any net realized gains.

NON-U.S. SHAREHOLDERS. Under the Code, distributions of net investment income
by the Fund to a shareholder who, as to the U.S., is a nonresident alien
individual, nonresident alien fiduciary of a trust or estate, foreign
corporation, or foreign partnership (a "foreign shareholder") will be subject to
U.S. tax withholding (at a 30% or lower treaty rate). Withholding will not
apply if a dividend paid by the Fund to a foreign shareholder is "effectively
connected" with a U.S. trade or business, in which case the reporting and
withholding requirements applicable to U.S. citizens, U.S. residents, or
domestic corporations will apply. Distributions of net long-term or mid-term
capital gains or any gains arising from the redemption of shares are not subject
to tax withholding, but in the case of a foreign shareholder who is a
nonresident alien individual, such distributions ordinarily will be subject to
U.S. income tax at a rate of 30% if the individual is physically present in the
U.S. for more than 182 days during the taxable year.

In some circumstances, a mutual fund such as the Fund investing significantly in
REITs may be required to withhold 10% of redemption proceeds realized by a
non-U.S. shareholder in the Fund. It is not currently anticipated that the
Fund's non-U.S. shareholders will be subject to this special withholding
requirement with respect to their investment in the Fund, but the possibility
that such withholding might be required in the future cannot be completely
eliminated. If at least 50% of the value of the Fund is represented by shares
of REITs that are "domestically controlled" within the meaning of the Code, or
is represented by shares of classes of REIT stock that (i) represent not more
than 5% of such classes, and (ii) are "regularly traded on an established
securities market" within the meaning of the Code, a non-U.S. shareholder should
not be subject to this special withholding tax (which is imposed under the
Foreign Investment in Real Property Tax Act ("FIRPTA")) with respect to gain
arising from the redemption of Fund shares. Such income generally will not be
subject to federal income tax unless the income is effectively connected with a
trade or business of the non-U.S. shareholder in the United States.

OTHER INFORMATION. The amount of any realized gain or loss on closing out a
futures contract such as a forward commitment for the purchase or sale of
foreign currency will generally result in a realized capital gain or loss for
tax purposes. Under Code Section 1256, futures contracts held by the Fund at
the end of each fiscal year will be required to be "marked to market" for
federal income tax purposes, that is, deemed to have been sold at market value.
Sixty percent (60%) of any net gain or loss recognized on these deemed sales and
sixty percent (60%) of any net realized gain or loss from any actual sales will
be treated as long-term capital gain or loss, and the remainder will be treated
as short-term capital gain or loss. Code Section 988 may also apply to currency
transactions. Under Section 988, each foreign currency gain or loss is
generally computed separately and treated as ordinary income or loss. In the
case of overlap between Sections 1256 and 988, special provisions determine the
character and timing of any income, gain, or loss. See also "Investment
Objective, Policies, and Risk Considerations" in this Statement of Additional
Information.

Any loss realized on redemption or exchange of the Fund's shares will be
disallowed to the extent shares are re-acquired within the 61 day period
beginning 30 days before and ending 30 days after the shares are redeemed or
exchanged.

Under the Code, the Fund's taxable income for each year will be computed without
regard to any net foreign currency loss attributable to transactions after
October 31, and any such net foreign currency loss will be treated as arising on
the first day of the following taxable year. The Fund may be required to pay
withholding and other taxes imposed by foreign countries generally at rates from
10% to 40% which would reduce the Fund's investment income. Tax conventions
between certain countries and the United States may reduce or eliminate such
taxes. It is not anticipated that shareholders will be entitled to a foreign
tax credit or deduction for such foreign taxes.

The foregoing is a general abbreviated summary of present United States federal
income taxes on dividends and distributions by the Fund. Investors are urged to
consult their own tax advisors for more detailed information and for information
regarding any foreign, state, and local taxes applicable to dividends and
distributions received.

ADDITIONAL INFORMATION

CUSTODIAN. The Northern Trust Company, 50 South LaSalle Street, Chicago,
Illinois 60675, acts as Custodian for the Investment Company's assets, and as
such safekeeps the Fund's portfolio securities, collects all income and other
payments with respect thereto, disburses funds at the Investment Company's
request, and maintains records in connection with its duties.

INDEPENDENT AUDITORS; FINANCIAL STATEMENTS. The Investment Company's
independent auditors are Coopers & Lybrand L.L.P., 333 Market Street, San
Francisco, California 94105. Coopers & Lybrand L.L.P. will conduct an annual
audit of the Fund, assist in the preparation of the Fund's federal and state
income tax returns, and consult with the Investment Company as to matters of
accounting, regulatory filings, and federal and state income taxation.

LEGAL OPINIONS. The validity of the shares of common stock offered

FREMONT MUTUAL FUNDS 16

<PAGE>

hereby will be passed upon by Paul, Hastings, Janofsky & Walker LLP, 345
California Street, San Francisco, California 94104. In addition to acting as
counsel to the Investment Company, Paul, Hastings, Janofsky & Walker LLP has
acted and may continue to act as counsel to the Advisor and its affiliates in
various matters.

USE OF NAME. The Advisor has granted the Investment Company the right to use
the "Fremont" name and has reserved the rights to withdraw its consent to the
use of such name by the Investment Company at any time, or to grant the use of
such name to any other company, and the Investment Company has granted the
Advisor, under certain conditions, the use of any other name it might assume in
the future, with respect to any other investment company sponsored by the
Advisor.

SHAREHOLDER VOTING RIGHTS. The Investment Company currently issues shares in
twelve series and may establish additional classes or series of shares in the
future. When more than one class or series of shares is outstanding, shares of
all classes and series will vote together for a single set of directors, and on
other matters affecting the entire Investment Company, with each share entitled
to a single vote. On matters affecting only one class or series, only the
shareholders of that class or series shall be entitled to vote. On matters
relating to more than one class or series but affecting the classes and series
differently, separate votes by class and series are required. Shareholders
holding 10% of the shares of the Investment Company may call a special meeting
of shareholders.

LIABILITY OF DIRECTORS AND OFFICERS. The Articles of Incorporation of the
Investment Company provide that, subject to the provisions of the 1940 Act, to
the fullest extent permitted under Maryland law, no officer or director of the
Investment Company may be held personally liable to the Investment Company or
its shareholders.

OTHER INVESTMENT INFORMATION. The Advisor directs the management of over $4.7
billion of assets and internally manages over $1.9 billion of assets for
retirement plans, foundations, private portfolios, and mutual funds. The
Advisor's philosophy is to apply a long-term approach to investing that balances
risk and return potential.

Historical annual returns of various market indices may be used to present
comparisons of the Fund's return to the returns of various asset classes as
follows:

(1) U.S. Stocks: Standard & Poor's 500 Index;

(2) Foreign Stocks: Morgan Stanley Europe, Australia and Far East (EAFE) Index;

(3) Intermediate U.S. Bonds: Lehman Brothers Intermediate Government/Corporate
Bond Index;

(4) Foreign Bonds: Salomon Brothers Non-U.S. Dollar Bond Index; and

(5) Money Market Securities: 1980-1986, 90 day U.S. Treasury Bill rate:
1987-1992 Donoghue First Tier Money Market Fund Average.

(6) The National Association of Real Estate Investment Trusts' (NAREIT) Equity
REIT Index.

The total returns for the above indices for the years 1980 through 1996 are as
follows (source: Fremont Investment Advisors, Inc.):

- ----------------------------------------------------------------------------
U.S. Foreign Intermediate Foreign MoneyMarket
Stocks Stocks U.S. Bonds Bonds Securities NAREIT
- ----------------------------------------------------------------------------
1980 32.4% 4.4% 6.4% 14.2% 11.8% 28.02%
- ----------------------------------------------------------------------------
1981 -5.0% -1.0% 10.5% -4.6% 16.1% 8.58%
- ----------------------------------------------------------------------------
1982 21.3% -0.8% 26.1% 11.9% 10.7% 31.64%
- ----------------------------------------------------------------------------
1983 22.3% 24.6% 8.6% 4.4% 8.6% 25.47%
- ----------------------------------------------------------------------------
1984 6.3% 7.9% 14.4% -1.9% 10.0% 14.82%
- ----------------------------------------------------------------------------
1985 31.8% 56.7% 18.1% 35.0% 7.5% 5.92%
- ----------------------------------------------------------------------------
1986 18.7% 70.0% 13.1% 31.4% 5.9% 19.18%
- ----------------------------------------------------------------------------
1987 5.1% 24.9% 3.7% 35.2% 6.0% -10.67%
- ----------------------------------------------------------------------------
1988 16.8% 28.8% 6.7% 2.4% 6.9% 11.36%
- ----------------------------------------------------------------------------
1989 31.4% 11.1% 12.8% -3.4% 8.5% -1.81%
- ----------------------------------------------------------------------------
1990 -3.2% -23.0% 9.2% 15.3% 7.5% -17.35%
- ----------------------------------------------------------------------------
1991 30.6% 12.9% 14.6% 16.2% 5.5% 35.68%
- ----------------------------------------------------------------------------
1992 7.7% -11.5% 7.2% 4.8% 3.6% 12.18%
- ----------------------------------------------------------------------------
1993 10.0% 33.3% 8.8% 15.1% 2.6% 18.55%
- ----------------------------------------------------------------------------
1994 1.3% 8.1% -1.9% 6.0% 3.5% 0.81%
- ----------------------------------------------------------------------------
1995 37.5% 11.2% 15.3% 19.6% 5.3% 18.31%
- ----------------------------------------------------------------------------
1996 23.0% 6.1% 4.1% 4.5% 4.8% 35.75%
- ----------------------------------------------------------------------------

The Fund is best suited as a long-term investment. While it offers higher
potential total returns than certificates of deposit or money market funds, it
involves added return volatility or risk. The prospective investor must weigh
this potential for higher return against the associated higher risk.

The Investment Company offers shares in twelve additional series under separate
Prospectuses and Statements of Additional Information.

INVESTMENT RESULTS

The Investment Company may from time to time include information on the
investment results of the Fund in advertisements or in reports furnished to
current or prospective shareholders.

The average annual rate of return ("T") for a given period is computed by using
the redeemable value at the end of the period ("ERV") of a hypothetical initial
investment of $1,000 ("AP") over the period in years ("n") according to the
following formula as required by the SEC:

P(1+T)n = ERV

The following assumptions will be reflected in computations made in accordance
with the formula stated above: (1) reinvestment of dividends and distributions
at net asset value on the reinvestment date determined by the Board of
Directors; and (2) a complete redemption at the end of any period illustrated.
The Fund will calculate total return for one, five, and ten-year periods after
such a period has elapsed, and may calculate total returns for other periods as
well. In addition, the Fund will provide lifetime average annual total return
figures.

17 FREMONT MUTUAL FUNDS

<PAGE>

should be considered when comparing the Fund's investment results with those
published for other investment companies and other investment vehicles. The
Fund's results also should be considered relative to the risks associated with
the Fund's investment objective and policies.

The Investment Company may from time to time compare the investment results of
the Fund with, or refer to, the following:

(1) Average of Savings Accounts, which is a measure of all kinds of savings
deposits, including longer-term certificates (based on figures supplied by
the U.S. League of Savings Institutions). Savings accounts offer a
guaranteed rate of return on principal, but no opportunity for capital
growth. During certain periods, the maximum rates paid on some savings
deposits were fixed by law.

(2) The Consumer Price Index, which is a measure of the average change in
prices over time in a fixed market basket of goods and services (e.g.,
food, clothing, shelter, and fuels, transportation fares, charges for
doctors' and dentists' services, prescription medicines, and other goods
and services that people buy for day-to-day living).

(3) Statistics reported by Lipper Analytical Services, Inc., which ranks mutual
funds by overall performance, investment objectives, and assets.

(4) Standard & Poor's A500@ Index, which is a widely recognized index composed
of the capitalization-weighted average of the price of 500 large publicly
traded U.S. common stocks.

(5) Dow Jones Industrial Average.

(6) CNBC/Financial News Composite Index.

(7) Russell 1000 Index, which reflects the common stock price changes of the
1,000 largest publicly traded U.S. companies by market capitalization.

(8) Russell 2000 Index, which reflects the common stock price changes of the
2,000 largest publicly traded U.S. companies by market capitalization.

(9) Russell 3000 Index, which reflects the common stock price changes of the
3,000 largest publicly traded U.S. companies by market capitalization.

(10) Wilshire 5000 Index, which reflects the investment return of the
approximately 5,000 publicly traded securities for which daily pricing is
available, weighted by market capitalization, excluding income.

(11) Salomon Brothers Broad Investment Grade Index, which is a widely used index
composed of U.S. domestic government, corporate, and mortgage-backed fixed
income securities.

(12) Wilshire Associates, an on-line database for international financial and
economic data including performance measures for a wide variety of
securities.

(13) Morgan Stanley Europe, Australia and Far East (EAFE) Index, which is
composed of foreign stocks.

(14) IFC Emerging Markets Investables Indices, which measure stock market
performance in various developing countries around the world.

(15) Salomon Brothers World Bond Index, which is composed of domestic and
foreign corporate and government fixed income securities.

(16) Lehman Brothers Government/Corporate Bond Index, which is a widely used
index composed of investment quality U.S. government and corporate fixed
income securities.

(17) Lehman Brothers Government/Corporate Intermediate Bond Index, which is a
widely used index composed of investment quality U.S. government and
corporate fixed income securities with maturities between one and ten
years.

(18) Salomon Brothers World Government Bond Index, which is a widely used index
composed of U.S. and non-U.S. government fixed income securities of the
major countries of the World.

(19) 90-day U.S. Treasury Bills Index, which is a measure of the performance of
constant maturity 90-day U.S. Treasury Bills.

(20) Donoghue First Tier Money Fund Average, which is an average of the 30-day
yield of approximately 250 major domestic money market funds.

(21) Salomon Brothers Non-U.S. World Government Bond Index, which is the World
Government Bond index excluding its U.S. market component.

(22) Salomon Brothers Non-Dollar Bond Index, which is composed of foreign
corporate and government fixed income securities.

(23) Bear Stearns Foreign Bond Index, which provides simple average returns for
individual countries and GNP-weighted index, beginning in 1975. The
returns are broken down by local market and currency.

(24) Ibbottson Associates International Bond Index, which provides a detailed
breakdown of local market and currency returns since 1960.

(25) The World Bank Publication of Trends in Developing Countries ("TIDE"),
which provides brief reports on most of the World Bank's borrowing members.
The World Development Report is published annually and looks at global and
regional economic trends and their implications for the developing
economies.

(26) Datastream and Worldscope, which is an on-line database retrieval service
for information including but not limited to international financial and
economic data.

(27) International Financial Statistics, which is produced by the International
Monetary Fund.

(28) Various publications and annual reports such as the World Development
Report, produced by the World Bank and its affiliates.

(29) Various publications from the International Bank for Reconstruction and
Development/The World Bank.

(30) Various publications including but not limited to ratings agencies such as
Moody's Investors Service, Fitch Investors Service, and

FREMONT MUTUAL FUNDS 18

<PAGE>

Standard Poor's Ratings Group.

(31) Various publications from the Organization for Economic Cooperation and
Development. Indices prepared by the research departments of such
financial organizations as the Sub-Advisor of the Funds; J.P. Morgan;
Lehman Brothers; S.G. Warburg; Jardine Fleming; the Asian Development Bank;
Bloomberg, L.P.; Morningstar, Inc; Salomon Brothers, Inc.; Merrill Lynch,
Pierce, Fenner & Smith, Inc.; Morgan Stanley; Bear Stearns & Co., Inc.;
Prudential Securities, Inc.; Smith Barney Inc.; and Ibbottson Associates of
Chicago, Illinois ("Ibbottson") may be used, as well as information
provided by the Federal Reserve and the respective central banks of various
countries.

The Investment Company may use performance rankings and ratings reported
periodically in national financial publications such as, but not limited to,
Money Magazine, Forbes, The Wall Street Journal, Investor's Business Daily,
Fortune, Smart Money, Business Week, and Barron's.

The Advisor believes the Fund is an appropriate investment for long-term
investment goals including, but not limited to, funding retirement, paying for
education, or purchasing a house. The Fund does not represent a complete
investment program, and investors should consider the Fund as appropriate for a
portion of their overall investment portfolio with regard to their long-term
investment goals.

From time to time, the Investment Company may refer to the number of
shareholders in the Fund or the aggregate number of shareholders in all Fremont
Mutual Funds or the dollar amount of Fund assets under management or rankings by
DALBAR Savings, Inc. in advertising materials.

The Fund may compare its performance to that of other compilations or indices of
comparable quality to those listed above which may be developed and made
available in the future. The Fund may be compared in advertising to
Certificates of Deposit (CDs), the Bank Rate Monitor National Index, an average
of the quoted rates for 100 leading banks and thrifts in ten U.S. cities chosen
to represent the ten largest Consumer Metropolitan statistical areas, or other
investments issued by banks. The Fund differs from bank investments in several
respects. The Fund may offer greater liquidity or higher potential returns than
CDs; but unlike CDs, the Fund will have a fluctuating share price and return and
is not FDIC insured.

The Fund's performance may be compared to the performance of other mutual funds
in general, or to the performance of particular types of mutual funds. These
comparisons may be expressed as mutual fund rankings prepared by Lipper
Analytical Services, Inc. (Lipper), an independent service which monitors the
performance of mutual funds. Lipper generally ranks funds on the basis of total
return, assuming reinvestment of distributions, but does not take sales charges
or redemption fees into consideration, and is prepared without regard to tax
consequences. In addition to the mutual fund rankings, the Fund's performance
may be compared to mutual fund performance indices prepared by Lipper.

The Investment Company may provide information designed to help individuals
understand their investment goals and explore various financial strategies. For
example, the Investment Company may describe general principles of investing,
such as asset allocation, diversification, and risk tolerance.

Ibbottson provides historical returns of capital markets in the United States,
including common stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury bills,
the U.S. rate of inflation (based on the CPI), and combinations of various
capital markets. The performance of these capital markets is based on the
returns of different indices.

The Investment Company may use the performance of these capital markets in order
to demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any of
these capital markets. The risks associated with the security types in any
capital market may or may not correspond directly to those of the Fund. The
Fund may also compare performance to that of other compilations or indices that
may be developed and made available in the future.

In advertising materials, the Advisor may reference or discuss its products and
services, which may include retirement investing, the effects of dollar-cost
averaging, and saving for college or a home. In addition, the Advisor may quote
financial or business publications and periodicals, including model portfolios
or allocations, as they relate to fund management, investment philosophy, and
investment techniques.

The Fund may discuss its NASDAQ symbol, CUSIP number, and its current portfolio
management team.

From time to time, the Fund's performance also may be compared to other mutual
funds tracked by financial or business publications and periodicals. For
example, the Fund may quote Morningstar, Inc. in its advertising materials.
Morningstar, Inc. is a mutual fund rating service that rates mutual funds on the
basis of risk-adjusted performance. In addition, the Fund may quote financial
or business publications and periodicals as they relate to fund management,
investment philosophy, and investment techniques. Rankings that compare the
performance of Fremont Mutual Funds to one another in appropriate categories
over specific periods of time may also be quoted in advertising.

The Fund may quote various measures of volatility and benchmark correlation such
as beta, standard deviation, and R2 in advertising. In addition, the Fund may
compare these measures to those of other funds. Measures of volatility seek to
compare the Fund's historical share price fluctuations or total returns compared
to those of a benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation are
calculated using averages of historical data.

The Fund may advertise examples of the effects of periodic investment plans,
including the principle of dollar cost averaging. In such a program, an
investor invests a fixed dollar amount in the Fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when prices
are low. While such a strategy does not assure a profit or guard against loss
in a declining market, the investor's average cost per share can be lower than
if a fixed number of shares are purchased at the same intervals. In evaluating
such a plan, investors should consider their ability to continue purchasing
shares through periods of low price levels.

19 FREMONT MUTUAL FUNDS

<PAGE>

The Fund may be available for purchase through retirement plans of other
programs offering deferral of or exemption from income taxes, which may produce
superior after-tax returns over time. For example, a $10,000 investment earning
a taxable return of 10% annually would have an after-tax value of $17,976 after
ten years, assuming tax was deducted from the return each year at a 39.6% rate.
An equivalent tax-deferred investment would have an after-tax value of $19,626
after ten years, assuming tax was deducted at a 39.6% rate from the deferred
earnings at the end of the ten-year period.

The Fund may describe in its sales material and advertisements how an investor
may invest in the Fund through various retirement accounts and plans that offer
deferral of income taxes on investment earnings and may also enable an investor
to make pre-tax contributions. Because of their advantages, these retirement
accounts and plans may produce returns superior to comparable non-retirement
investments. The Fund may also discuss these accounts and plans which include
the following:

Individual Retirement Accounts (IRAs): Any individual who receives earned income
from employment (including self-employment) can contribute up to $2,000 each
year to an IRA (or 100% of compensation, whichever is less). If your spouse is
not employed, a total of $2,250 may be contributed each year to IRAs set up for
each individual (subject to the maximum of $2,000 per IRA). Some individuals
may be able to take an income tax deduction for the contribution. Regular
contributions may not be made for the year after you become 70 1/2, or
thereafter.

Rollover IRAs: Individuals who receive distributions from qualified retirement
plans (other than required distributions) and who wish to keep their savings
growing tax-deferred can rollover (or make a direct transfer of) their
distribution to a Rollover IRA. These accounts can also receive rollovers or
transfers from an existing IRA.

SEP-IRAs and SIMPLE IRAs: Simplified employee pension (SEP) plans and SIMPLE
plans provide employers and self-employed individuals (and any eligible
employees) with benefits similar to Keogh-type plans or 401(k) plans, but with
fewer administrative requirements and therefore lower annual administration
expenses.

Profit sharing (including 401(k) and money purchase pension plans): Corporations
can sponsor these qualified defined contribution plans for their employees. A
401(k) plan, a type of profit sharing plan, additionally permits the eligible,
participating employees to make pre-tax salary reduction contributions to the
plan (up to certain limitations).

The Advisor may from time to time in its sales methods and advertising discuss
the risks inherent in investing. The major types of investment risk are market
risk, industry risk, credit risk, interest rate risk, and inflation risk. Risk
represents the possibility that you may lose some or all of your investment over
a period of time. A basic tenet of investing is the greater the potential
reward, the greater the risk.

From time to time, the Fund and the Advisor will quote certain information
including, but not limited to, data regarding: individual countries, regions,
world stock exchanges, and economic and demographic statistics from sources the
Advisor deems reliable, including, but not limited to, the economic and
financial data of such financial organizations as:

1) Stock market capitalization: Morgan Stanley Capital International World
Indices, International Finance Corporation, and Datastream.

2) Stock market trading volume: Morgan Stanley Capital International World
Indices, and International Finance Corporation.

3) The number of listed companies: International Finance Corporation, Salomon
Brothers, Inc., and S.G. Warburg.

4) Wage rates: U.S. Department of Labor Statistics and Morgan Stanley Capital
International World Indices.

5) International industry performance: Morgan Stanley Capital International
World Indices, Wilshire Associates, and Salomon Brothers, Inc.

6) Stock market performance: Morgan Stanley Capital International World
Indices, International Finance Corporation, and Datastream.

7) The Consumer Price Index and inflation rate: The World Bank, Datastream,
and International Finance Corporation.

8) Gross Domestic Product (GDP): Datastream and The World Bank.

9) GDP growth rate: International Finance Corporation, The World Bank, and
Datastream.

10) Population: The World Bank, Datastream, and United Nations.

11) Average annual growth rate (%) of population: The World Bank, Datastream,
and United Nations.

12) Age distribution within populations: Organization for Economic Cooperation
and Development and United Nations.

13) Total exports and imports by year: International Finance Corporation, The
World Bank, and Datastream.

14) Top three companies by country, industry, or market: International Finance
Corporation, Salomon Brothers, Inc., and S.G. Warburg.

15) Foreign direct investments to developing countries: The World Bank and
Datastream.

16) Supply, consumption, demand, and growth in demand of certain products,
services, and industries, including, but not limited to, electricity,
water, transportation, construction materials, natural resources,
technology, other basic infrastructure, financial services, health care
services and supplies, consumer products and services, and
telecommunications equipment and services (sources of such information may
include, but would not be limited to, The World Bank, OECD, IMF, Bloomberg,
and Datastream).

17) Standard deviation and performance returns for U.S. and non-U.S. equity and
bond markets: Morgan Stanley Capital International.

18) Political and economic structure of countries: Economist Intelligence Unit.

19) Government and corporate bonds - credit ratings, yield to maturity and
performance returns: Salomon Brothers, Inc.

20) Dividend for U.S. and non-U.S. companies: Bloomberg.

In advertising and sales materials, the Advisor may make reference to or discuss
its products, services, and accomplishments. Such accomplishments do not
provide any assurance that the Fund's investment objective will be achieved.

FREMONT MUTUAL FUNDS 20

<PAGE>

FREMONT INVESTMENT ADVISORS
Innovative Investment Management and Advisory Services
A subsidiary of Fremont Investors, Inc.

21 FREMONT MUTUAL FUNDS

<PAGE>

THE FREMONT GROUP

THE FREMONT GROUP MANAGES OVER $6 BILLION IN FOUR KEY BUSINESS AREAS.

Fremont Investment Advisors, Inc. (FIA), is a subsidiary of Fremont Investments,
Inc., which is affiliated with The Fremont Group. Fremont Investors, Inc.
employs over 200 professionals in offices throughout the United States and
manages over $6 billion in four key business areas.

Direct Investments - Fremont holds significant equity positions in companies
from a broad range of industries including:

- - Crown Pacific - timber/lumber

- - Petro Shopping Centers -- full-service truck stops

- - Trinity Ventures - venture capital

Real Estate - Fremont Properties, Inc., a subsidiary of Fremont Investors, Inc.
acquires and develops commercial, retail and industrial real estate. Fremont
Properties also manages over 6 million square feet of real estate in 29
properties across the U.S.

Energy - Activities of The Fremont Group's energy affiliate, Fremont Energy
L.P., include oil and natural gas exploration and development.

Securities Management - Through its affiliated company, Fremont Investment
Advisors, The Fremont Group manages over $4.7 billion in global investment
portfolios.

FREMONT MUTUAL FUNDS 22

<PAGE>

FREMONT INVESTMENT ADVISORS

FREMONT INVESTMENT ADVISORS PROVIDES INVESTMENT MANAGEMENT SERVICES TO BOTH
INSTITUTIONAL AND INDIVIDUAL CLIENTS.

Originally organized to manage the marketable securities of Bechtel, Fremont
Investment Advisors' professional staff operated for many years within Bechtel's
treasury area. In 1986, FIA became a separate organization.

FIA is a registered investment advisor which provides investment management and
advisory services to a variety of clients including:

- defined benefit plans

- defined contribution plans

- foundations and trusts

- high net worth individuals

Major clients include the Bechtel Retirement Plan which has over 15,000
participants and was recently rated as one of the ten best corporate retirement
plans in the U.S. by WORTH MAGAZINE.

FREMONT MUTUAL FUNDS

THE FREMONT FUNDS OFFER INVESTORS ELEVEN NO-LOAD MUTUAL FUNDS IN A WIDE VARIETY
OF INVESTMENT AREAS.

Fremont Investment Advisors formed the Fremont Mutual Funds in 1988 in response
to retiring Bechtel employees who were taking their retirement savings out of
the Bechtel Retirement Plan. These employees were looking for low cost mutual
fund options for their personal investments and retirement plan distributions.

The Fremont Family of Funds includes eleven no-load mutual funds in a variety of
investment disciplines. From conservative bond and money market funds to
aggressive U.S. micro-cap and international small cap stock funds, Fremont
Mutual Funds offer investors a full range of investment options.

23 FREMONT MUTUAL FUNDS

<PAGE>

INNOVATIVE INVESTMENT MANAGEMENT

FREMONT INVESTMENT ADVISORS UTILIZES BOTH INTERNAL AND EXTERNAL INVESTMENT
MANAGEMENT EXPERTISE.

Fremont Investment Advisors is innovative in its approach to investment
management. By combining the talents of both internal and external investment
managers, FIA offers the highest quality management in each investment
discipline.

This "hybrid" approach allows FIA to concentrate resources in investment areas
where its investment professionals excel. These areas include global asset
allocation, economic analysis and the municipal bond market.

For other specialty investment disciplines, FIA selects external or "outside"
managers with excellent long-term performance track records within the
institutional marketplace. This close partnership provides smaller
institutional and individual investors with access to the investment management
expertise usually reserved only for the largest institutional investors.

FIA's current team of external managers includes:

International Stock Investments

- Acadian Asset Management

- Nicholas-Applegate Capital Management (Hong Kong) LLC

Bond Investments

- Pacific Investment Management Company (PIMCO)

U.S. Micro-Cap and Small Cap Investments

- Kern Capital Management LLC (KCM)

For more information about Fremont or the Fremont Funds, please call
800-548-4539 (press 1).

FREMONT MUTUAL FUNDS 24

<PAGE>

------------------------------
THE FREMONT GROUP ORGANIZATION
------------------------------
- -------------------
Direct Investments
- -------------------

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Real Estate
-----------

------
Energy
------

---------------------
Securities Management
---------------------

--------------------------- --------------------
Fremont Investment Advisors ----- Fremont Mutual Funds
--------------------------- --------------------

25 FREMONT MUTUAL FUNDS

<PAGE>

APPENDIX A: DESCRIPTION OF RATINGS

DESCRIPTION OF COMMERCIAL PAPER RATINGS:

MOODY'S INVESTORS SERVICE, INC. employs the designation "Prime-1" to indicate
commercial paper having the highest capacity for timely repayment.

Issuers rated Prime-1 "have a superior capacity for repayment of short-term
promissory obligations. Prime-1 repayment capacity will normally be evidenced
by the following characteristics: leading market positions in well-established
industries; high rates of return on funds employed; conservative capitalization
structures with moderate reliance on debt and ample asset protections; broad
margins in earnings coverage of fixed financial charges and high internal cash
generation; and well-established access to a range of financial markets and
assured sources of alternate liquidity."

STANDARD & POOR'S RATINGS GROUP'S ratings of commercial paper are graded into
four categories ranging from "A" for the highest quality obligations to "D" for
the lowest. Issues assigned the highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with numbers 1, 2, and 3 to indicate the relative degree of safety.

A-1 - "This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+) sign
designation."

FITCH INVESTORS SERVICES, INC.'S short-term ratings apply to debt obligations
that are payable on demand or have original maturities of generally up to three
years, including commercial paper, certificates of deposit, medium-term notes,
and municipal and investment notes. The short-term rating places greater
emphasis than a long-term rating on the existence of liquidity necessary to meet
the issuer's obligations in a timely manner.

F-1+ - "Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment."

F-1 - "Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated
F-1+."

DUFF & PHELPS CREDIT RATING CO. employs the designation "D-1" to indicate
high-grade short-term debt.

D-1+ - "Highest certainty of timely payment. Short-term liquidity, including
internal operating factors and/or access to alternative sources or funds, is
outstanding, and safety is just below risk-free U.S. Treasury short-term
obligations."

D-1 - "Very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are minor."

D-1- - "High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very small."

IBCA LIMITED'S short-term ratings range from "A1" for the highest quality
obligation to "C" for the lowest.

A1 - "Obligations supported by the highest capacity for timely repayment. Where
issues possess a particularly strong credit feature, a rating of 'A1+' is
assigned."

THOMSON BANKWATCH assigns short-term debt ratings ranging from "TBW-1" to
"TBW-4." Important factors that may influence its assessment are the overall
financial health of the particular company, and the probability that the
government will come to the aid of a troubled institution in order to avoid a
default or failure.

TBW-1 - "The highest category; indicates a very high likelihood that principal
and interest will be paid on a timely basis."

FREMONT MUTUAL FUNDS 26

<PAGE>

DESCRIPTION OF BOND RATINGS:

MOODY'S INVESTORS SERVICE, INC. rates the long-term debt securities issued by
various entities from "Aaa" to "C." The ratings from "Aa" through "B" may be
modified by the addition of 1, 2 or 3 to show relative standing within the major
rating categories. Investment ratings are as follows:

Aaa - Best quality. These securities "carry the smallest degree of investment
risk and are generally referred to as 'gilt edge.' Interest payments are
protected by a large or by an exceptionally stable margin, and principal is
secure. While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues."

Aa - High quality by all standards. "They are rated lower than the best bond
because margins of protection may not be as large as in Aaa securities, or
fluctuation of protective elements may be of greater amplitude, or there may be
other elements present which make the long-term risks appear somewhat greater."

A - Upper medium grade obligations. These bonds possess many favorable
investment attributes. "Factors giving security to principal and interest are
considered adequate, but elements may be present which suggest a susceptibility
to impairment sometime in the future."

Baa - Medium grade obligations. "Interest payments and principal security
appear adequate for the present but certain protective elements may be lacking
or may be characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and, in fact, have speculative
characteristics as well."

STANDARD & POOR'S RATINGS GROUP rates the long-term debt securities of various
entities in categories ranging from "AAA" to "D" according to quality. The
ratings from "AA" to "CCC" may be modified by the addition of a plus or minus
sign to show relative standing within the major rating categories. Investment
ratings are as follows:

AAA - Highest rating. "Capacity to pay interest and repay principal is
extremely strong."

AA - High grade. "Very strong capacity to pay interest and repay principal."

A - "Strong capacity to pay interest and repay principal," although "somewhat
more susceptible to the adverse effects of change in circumstances and economic
conditions than debt in higher rated categories."

BBB - "Adequate capacity to pay interest and repay principal." These bonds
normally exhibit adequate protection parameters, but "adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal than for debt in higher rated
categories."

FITCH INVESTORS SERVICES, INC. rates the long-term debt securities of various
entities in categories ranging from "AAA" to "D." The ratings from "AA" through
"C" may be modified by the addition of a plus or minus sign to show relative
standing within the major rating categories. Investment ratings are as follows:

AAA - "Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably foreseeable
events."

AA - "Bonds considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated >AAA.' Because bonds are rated
>AAA' and >AA' categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated >F-1+'."

A - "Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings."

BBB - "Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these bonds
and, therefore, impair timely payment. The likelihood that the ratings of these
bonds will fall below investment grade is higher than for bonds with higher
ratings."

27 FREMONT MUTUAL FUNDS

<PAGE>

DUFF & PHELPS CREDIT RATING CO. rates the long-term debt securities of various
entities in categories ranging from "AAA" to "DD." The ratings from "AA"
through "B" may be modified by the addition of a plus or minus sign to show
relative standing within the major rating categories. Investment ratings are as
follows:

AAA - "Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt."

AA - "High credit quality. Protection factors are strong. Risk is modest but
may vary slightly from time to time because of economic conditions."

A - "Protection factors are average but adequate. However, risk factors are
more variable and greater in periods of economic stress."

BBB - "Below average protection factors but still considered sufficient for
prudent investment. Considerable variability in risk during economic cycles."

IBCA LIMITED rates the long-term debt securities of various entities in
categories ranging from "AAA" to "C." The ratings below "AAA" may be modified
by the addition of a plus or minus sign to show relative standing within the
major rating categories. Investment ratings are as follows:

AAA - "Obligations for which there is the lowest expectation of investment risk.
Capacity for timely repayment of principal and interest is substantial, such
that adverse changes in business, economic or financial conditions are unlikely
to increase investment risk substantially."

AA - "Obligations for which there is a very low expectation of investment risk.
Capacity for timely repayment of principal and interest is substantial. Adverse
changes in business, economic or financial conditions may increase investment
risk, albeit not very significantly."

A - "Obligations for which there is a low expectation of investment risk.
Capacity for timely repayment of principal and interest is strong, although
adverse changes in business, economic or financial conditions may lead to
increased investment risk."

BBB - "Obligations for which there is currently a low expectation of investment
risk. Capacity for timely repayment of principal and interest is adequate,
although adverse changes in business, economic or financial conditions are more
likely to lead to increased investment risk than for obligations in other
categories."

THOMSON BANKWATCH rates the long-term debt securities of various entities in
categories ranging from "AAA" to "D." The ratings may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories. Investment ratings are as follows:

AAA - "Indicates that the ability to repay principal and interest on a timely
basis is extremely high."

AA - "Indicates a very strong ability to repay principal and interest on a
timely basis, with limited incremental risk compared to issues rated in the
highest category."

A - " Indicates the ability to repay principal and interest is strong. Issues
rated A could be more vulnerable to adverse developments (both internal and
external) than obligations with higher ratings."

BBB - "The lowest investment-grade category; indicates an acceptable capacity to
repay principal and interest. BBB issues are more vulnerable to adverse
developments (both internal and external) than obligations with higher ratings."

FREMONT MUTUAL FUNDS 28
<PAGE>

FREMONT
MUTUAL
FUNDS, INC.

- Select Fund

-----------------
December 31, 1997
-----------------
<PAGE>

TABLE OF CONTENTS

ITEM PAGE NO.

Summary of Fees and Expenses. . . . . . . . . . . . . . . . . . . . . 2
The Advisor and the Fund. . . . . . . . . . . . . . . . . . . . . . . 3
Investment Objective, Policies and Risk Considerations. . . . . . . . 4
General Investment Policies . . . . . . . . . . . . . . . . . . . . . 5
Investment Results. . . . . . . . . . . . . . . . . . . . . . . . . . 7
How to Invest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Shareholder Account Services and Privileges . . . . . . . . . . . . . 8
How to Redeem Shares. . . . . . . . . . . . . . . . . . . . . . . . . 9
Retirement Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Dividends, Distributions and Federal Income Taxation. . . . . . . . . 11
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . 12
Calculation of Net Asset Value and Public Offering Price. . . . . . . 12
Execution of Portfolio Transactions . . . . . . . . . . . . . . . . . 13
General Information . . . . . . . . . . . . . . . . . . . . . . . . . 13
Telephone Numbers and Addresses . . . . . . . . . . . . . . . . . . . 14

<PAGE>

PROSPECTUS

FREMONT MUTUAL FUNDS, INC. is an open-end investment company which under this
Prospectus is offering shares in the FREMONT SELECT FUND (the "Fund").

FREMONT SELECT FUND seeks to achieve long-term capital appreciation by investing
primarily in equity securities of medium capitalization U.S. companies.

There can be no assurance that the Fund will achieve its investment objective.
The Fund is a non-diversified fund as defined by the Investment Company Act of
1940 (the "1940 Act").

Shares of the Fund are offered without a sales charge.

The date of this Prospectus is December 31, 1997.

FOR FURTHER INFORMATION OR TO REQUEST A COPY OF THE STATEMENT OF ADDITIONAL
INFORMATION, CALL 800-548-4539.

FREMONT MUTUAL FUNDS 1

<PAGE>

SUMMARY OF FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)(b)

Management Fee 1.00%
12b-1 Expenses(c) .25%
Other Expenses after Reimbursement .15%
-----
Total Fund Operating Expenses 1.40%

1 Year $15
3 Years $46

THIS EXAMPLE SHOULD NOT BE CONSIDERED AS REPRESENTATIVE OF FUTURE EXPENSES
OR ANNUAL RETURNS. ACTUAL EXPENSES AND ANNUAL RETURNS MAY BE GREATER OR LESS
THAN THOSE SHOWN ABOVE.

See "The Advisor and the Fund."

(a) A wire transfer fee is charged by the Transfer Agent in the case of
redemptions made by wire. Such fee is subject to change and is currently
$10. See "How to Redeem Shares."

(b) The Advisor has agreed to limit the Fund's total operating expenses to
1.40% of average daily net assets. The Fund may reimburse the Advisor for
any reductions in the Advisor's fees during the three years following that
reduction if such reimbursement is requested by the Advisor, if such
reimbursement can be achieved within the foregoing expense limit, and if
the Board of Directors approves the reimbursement at the time of the
request as not inconsistent with the best interests of the Fund. The
Advisor generally seeks to reimburse the oldest reductions and waivers
before payment of fees and expenses for the current year. Absent
reimbursements of expenses by the Advisor, other expenses and total
operating expenses are estimated to be .63% and 1.88%, respectively.

2 FREMONT MUTUAL FUNDS

<PAGE>

THE ADVISOR AND THE FUND
Fremont Mutual Funds, Inc. (the "Investment Company") is an open-end investment
company which under this Prospectus is offering shares in the Fremont Select
Fund (the "Fund"). The Investment Company has other series offered under
different prospectuses, and the Board of Directors of the Investment Company is
permitted to create additional series at any time. The Fund has its own
investment objective and policies and operates as a separate mutual fund.

The management of the business and affairs of the Investment Company is the
responsibility of the Board of Directors. Fremont Investment Advisors, Inc.
(the "Advisor") provides the Fund with investment management under an Investment
Advisory Agreement (the "Advisory Agreement") with the Investment Company. The
Advisory Agreement provides that the Advisor shall furnish advice to the Fund
with respect to its investments and shall, to the extent authorized by the Board
of Directors, determine what securities shall be purchased or sold by the Fund.
The Advisor's Investment Committee oversees the portfolio management of the
Fund.

As compensation for its services to the Fund, the Advisor receives from the Fund
an advisory fee, computed daily and paid monthly, of 1.00% per annum of the
Fund's average net assets. This advisory fee is higher than for most mutual
funds. The Fund also pays the Advisor a 12b-1 fee of 0.25% per annum, subject
to the terms of a plan of distribution, more fully described on page 12. In
addition to the fees described above, the Fund pays its own operating expenses
including, but not limited to: taxes, if any; brokerage and commission expenses,
if any; interest charges on any borrowings; transfer agent, administrator,
custodian, legal and auditing fees; shareholder servicing fees including fees to
third-party servicing agents; fees and expenses of Directors who are not
interested persons of the Advisor; costs and expenses of calculating daily net
asset value; costs and expenses of accounting, bookkeeping and recordkeeping
required under the 1940 Act; insurance premiums; trade association dues; fees
and expenses of registering and maintaining registration of shares under federal
and applicable state securities laws; all costs associated with shareholders'
meetings and the preparation and dissemination of proxy materials, except for
meetings called solely for the benefit of the Advisor of its affiliates;
printing and mailing prospectuses, statements of additional information and
reports to shareholders; and other expenses relating to the Fund's operations,
plus any extraordinary and non-recurring expenses that are not expressly assumed
by the Advisor.

The Advisor anticipates waiving fees and reimbursing the Fund for other
operating expenses in order to limit total operating expenses to 1.40% of
average daily net assets. To the extent management fees are waived and/or other
expenses are reimbursed by the Advisor, the Advisor may elect to recapture such
amounts if it requests reimbursement within three years of the year in which the
waiver and/or reimbursement is made, and the Board of Directors approves the
reimbursement, and the Fund is able to make reimbursement and still stay within
the then current operating expense limitation.

The portfolio managers for the Fund, since inception, are John B. Kosecoff,
Debra L. McNeill and Peter F. Landini.

- - John B. Kosecoff is Vice President of the Advisor, a member of its Equity
Committee and, since November 1996, co-manages the Fremont Growth Fund.
John earned his B.A. from the University of California at Berkeley and his
M.B.A. from Cornell University. He was previously employed as a senior
analyst and portfolio manager at RCM Capital Management, as a hedge fund
analyst and portfolio manager at Omega Advisors, and as a senior consumer
sector analyst at Lord, Abbett & Co. John heads the Select Fund team.
Debra F. McNeill, CFA, is Co-Portfolio Manager for the Fund.

- - Debra received her B.S. from the University of California at Berkeley. She
was previously employed as a portfolio manager with C.M. Bidwell &
Associates, as a quantitative analyst with RCM Capital Management and as an
equity analyst with Security Pacific Bank.

- - Peter F. Landini is Senior Vice President and Director of the Advisor and a
member of its Investment Committee. Pete co-manages the Fremont Global
Fund, Fremont Growth Fund, Fremont International Growth Fund and Fremont
Select Fund. He earned his B.S. from the University of Santa Clara and
received an M.B.A. from Golden Gate University, San Francisco, California.
He is Chairman of the Advisor's Equity and Asset Allocation Committees.

The Advisor currently provides direct portfolio management services for the
Fund. However, the Investment Company and the Advisor have received from the
Securities and Exchange Commission an order (the "SEC Order") exempting the Fund
from the provisions of the 1940 Act that require the shareholders of the Fund to
approve the Fund's sub-advisory agreement(s), if any, and any amendments
thereto. The SEC Order permits the Advisor to hire new sub-advisors, terminate
sub-advisors, rehire existing sub-advisors whose agreements have been assigned
(and, thus, automatically terminated), and modify sub-advisory agreements
without the prior approval of shareholders. By eliminating shareholder approval
in these matters, the Advisor would have greater flexibility in managing
sub-advisors, and shareholders would save the considerable expense involved in
holding shareholder meetings and soliciting

FREMONT MUTUAL FUNDS 3

<PAGE>

proxies. The Advisor may in its discretion manage all or a portion of the
Fund's portfolio directly with or without the use of a sub-advisor. The Advisor
has no current intention to use a sub-advisor for the Fund.

For additional information, see "Investment Advisory and Other Services" in the
Statement of Additional Information.

INVESTMENT OBJECTIVE, POLICIES AND RISK CONSIDERATIONS

The investment objective and policies of the Fund are stated below. The Fund is
intended for long-term investors, not for those who may wish to redeem their
shares after a short period of time.

All investments, including mutual funds, have risks, and no investment is
suitable for all investors. Investors should consult with their financial and
other advisors concerning the suitability of this investment for their own
particular circumstances. There is no assurance that the Fund will achieve its
investment objective.

The Fund seeks to achieve long-term capital appreciation by investing primarily
in equity securities of established medium-capitalization U.S.-based companies.
Under normal market conditions, the Fund expects to hold not more than 30 common
stocks representing at least 80% of its total assets.

While limiting the number of securities in the portfolio, the Fund will not
purchase a security if, as a result, more than 15% of the assets of the Fund
would be invested in the voting securities of a single issuer. Additionally,
the Fund may not invest more than 25% of its total assets in any one industry
and, although the Fund will normally invest in common stocks of U.S. companies,
up to 10% of the Fund's assets, at the time of purchase, may be invested in
securities of companies domiciled outside the United States. The Fund may also
invest in stock index futures contracts, options on index futures and options on
portfolio securities and stock indices.

Medium market capitalization companies are those companies whose market
capitalization falls within the capitalization range of the Russell MidCap
Index. This index measures the performance of the 800 smallest securities in
the Russell 1000 Index. The Russell 1000 Index is composed of the 1000 largest
U.S. securities as determined by total market capitalization. As of October 31,
1997, 94% of the companies in the Russell MidCap Index had market
capitalizations of between $1 billion and $9 billion. These companies represent
approximately 35% of the capitalization of the total market.

Investing in medium capitalization stocks may involve greater risk than
investing in large capitalization stocks, because they can be subject to more
abrupt or erratic price movements. Current income, which may be characteristic
of large stocks, will be considered only as part of total return and will not be
emphasized.

Medium capitalization companies tend to involve less risk than stocks of small
capitalization companies. Smaller companies, which often have limited product
lines, markets, and/or financial resources and may be dependent on one-person
management, may have limited marketability and may be subject to more abrupt or
erratic market movements than securities of medium- and large- cap companies or
the market averages in general. Conversely, medium capitalization companies may
have less rapid growth potential than smaller companies and may be able to react
less quickly to changes in the market place.

The Fund, while focusing on securities of mid-cap companies, may also purchase
securities of companies with higher or lower capitalizations.

Stock selection is based, first, on "bottom up" fundamental research that
focuses on superior business growth prospects and, secondly, on statistical
valuation which, at the time of purchase, is measurably below the historic
relative worth of such securities.

The Fund may invest in several types of equity securities, including common and
preferred stocks, convertible securities and warrants. Although equity
securities have a history of long-term growth in value, their prices fluctuate
based on changes in a company's financial condition and on overall market and
economic conditions.

Over the long term, owning equity interests in well-run, quality businesses
should ease the effect of market volatility in the Fund. The Advisor expects
that through exercise of disciplined valuation, the Fund's portfolio typically
should encompass less market risk than other medium capitalization growth funds
as measured by the Fund's price-to-normal-earnings, price-to-book-value, and
enterprise-value-to-internal-cash-flow ratios.

The Advisor believes that an investment in shares of the Fund provides an
opportunity for greater rewards but will involve more risk than an investment in
a fund which seeks capital appreciation from investment in common stocks of
larger, better-known companies.

4 FREMONT MUTUAL FUNDS

<PAGE>

with respect to its portfolio securities. Any economic, regulatory, or
political developments affecting the value of the securities held in the Fund
could have a greater impact on the total value of the Fund's holdings than would
be the case if the Fund were classified as diversified under the 1940 Act.

Although the Fund invests primarily in common stocks, for liquidity purposes it
will normally invest a portion of its assets in high quality debt securities and
money market instruments with remaining maturities of one year or less,
including repurchase agreements. Whenever in the judgment of the Advisor market
or economic conditions warrant, the Fund may, for temporary defensive purposes,
invest without limitation in these instruments. During times that the Fund is
investing defensively, the Fund will not be pursuing its stated investment
objective.

The Fund may also hold other types of securities from time to time, including
convertible and non-convertible bonds and preferred stocks, when the Advisor
believes that these investments offer opportunities for capital appreciation.
Preferred stocks and bonds will be rated at the time of purchase in the top four
categories of Moody's Investors Service, Inc. (Baa or higher) or Standard &
Poor's Ratings Group (BBB or higher) or be of comparable quality as determined
by the Advisor or Sub-Advisor . Bonds and preferred stocks in the lowest
investment grade category (Baa or BBB) have speculative characteristics; as a
result, changes in the economy or other circumstances are more likely to lead to
a weakened capacity of such securities to make principal and interest payments
or to pay the preferred stock obligations than would occur with bonds and
preferred stocks in higher categories. See Appendix A to the Statement of
Additional Information for a description of rating categories.

GENERAL INVESTMENT POLICIES

At the time of purchase, short-term securities must be rated in the top rating
category by at least two nationally recognized statistical rating organizations
("NRSROs") or by a single NRSRO in the case of a security rated by only one
NRSRO, or, if not rated by an NRSRO, must be of comparable quality as determined
by the Advisor. Generally, high quality short-term securities must be issued by
an entity with an outstanding debt issue rated A or better by an NRSRO, or an
entity of comparable quality as determined by the Advisor. Obligations of
foreign banks, foreign corporations, and foreign branches of domestic banks must
be payable in U.S. dollars. See Appendix A to the Statement of Additional
Information for a description of rating categories.

REPURCHASE AGREEMENTS. As part of its cash reserve position, the Fund may enter
into repurchase agreements through which the Fund acquires a security (the
"underlying security") from the seller, a well-established securities dealer or
a bank that is a member of the Federal Reserve System. At that time, the bank
or securities dealer agrees to repurchase the underlying security at the same
price, plus a specified amount of interest. Repurchase agreements are generally
for a short period of time, often less than a week. The seller must maintain
with the Fund's custodian collateral equal to at least 100% of the repurchase
price, including accrued interest, as monitored daily by the Advisor. The Fund
will not enter into a repurchase agreement with a maturity of more than seven
business days if, as a result, more than 15% of the value of its net assets
would then be invested in such repurchase agreements. The Fund will enter into
repurchase agreements only where (1) the underlying securities are issued or
guaranteed by the U.S. Government, (2) the market value of the underlying
security, including accrued interest, will be at all times equal to or in excess
of the value of the repurchase agreement, and (3) payment for the underlying
securities is made only upon physical delivery or evidence of book-entry
transfer to the account of the custodian or a bank acting as agent. In the
event of a bankruptcy or other default of

FREMONT MUTUAL FUNDS 5

<PAGE>

a seller of a repurchase agreement, the Fund could experience both delays in
liquidating the underlying securities and losses, including: (1) a possible
decline in the value of the underlying security during the period in which the
Fund seeks to enforce its rights thereto; (2) possible subnormal levels of
income and lack of access to income during this period; and (3) expenses of
enforcing the Fund's rights.

PORTFOLIO TURNOVER. The Fund expects to trade in securities for short-term gain
whenever deemed advisable by the Advisor in order to take advantage of perceived
anomalies occurring in general market, economic, or political conditions.
Therefore, the Fund may have a higher portfolio turnover rate than that of some
other investment companies, but it is anticipated that the annual portfolio
turnover rate of the Fund will not exceed 200%. The portfolio turnover rate is
calculated by dividing the lesser of sales or purchases of long-term portfolio
securities by the Fund's average month-end long-term investments. High portfolio
turnover involves correspondingly greater transaction costs in the form of
dealer spreads or brokerage commissions and other costs that the Fund will bear
directly, and may result in the realization of net capital gains, which are
generally taxable whether or not distributed to shareholders.

RESTRICTED SECURITIES. The Fund may purchase securities that are not registered
("restricted securities") under federal securities laws, but can be offered and
sold to "qualified institutional buyers." However, the Fund will not invest more
than 15% of its assets in illiquid investments, which includes repurchase
agreements and fixed time deposits maturing in more than seven days, and
securities that are not readily marketable and restricted securities, unless the
Board of Directors determines, based upon a continuing review of the trading
markets for the specific restricted security, that such restricted securities
are liquid. The Board of Directors may adopt guidelines and delegate to the
Advisor the daily function of determining and monitoring liquidity of restricted
securities. The Board, however, will retain sufficient oversight and be
ultimately responsible for the determinations.

OPTIONS AND FUTURES CONTRACTS. When the Fund is not fully invested, strategies
such as buying calls, writing puts, and buying futures may be used to increase
its exposure to price changes in stocks or debt securities. When the Advisor
wishes to hedge against market fluctuations, strategies such as buying puts,
writing calls, and selling futures may be used to reduce market exposure.
Because most stock index futures and options are based on broad stock market
indices, their performance tends to track the performance of common stocks
generally - which may or may not correspond to the types of securities in which
the Fund invests. The Fund will segregate cash, U.S. Government securities, or
other liquid securities (or, as permitted by applicable regulations, enter into
certain offsetting positions) to cover its obligations under options and futures
contracts to avoid leveraging.

In seeking appreciation or to reduce principal volatility, the Fund may also (1)
enter into futures contracts--contracts for the future delivery of debt
securities, stock, stock index futures contracts with respect to the S&P 500
Index or other similar broad-based stock market indices, the initial margins of
which are limited to 5% of the Fund's assets; and (2) purchase put and call
options on portfolio securities, stock indices, or stock index futures
contracts--the premiums of which are limited to 5% of the Fund's assets.

The Fund will set aside cash, cash equivalents, or liquid

6 FREMONT MUTUAL FUNDS

<PAGE>

securities, or hold a covered position against any potential delivery or payment
obligations under any outstanding option or futures contacts.

Options and futures can be volatile investments. If the Advisor applies a hedge
at an inappropriate time or evaluates market conditions incorrectly, options and
futures strategies may lower the Fund's return. The Fund could also experience
a loss if the prices of its options or futures positions were poorly correlated
with its other investments, or if it could not close out its positions because
of an illiquid secondary market.

RISK FACTORS AND SPECIAL CONSIDERATIONS FOR INTERNATIONAL INVESTING. Investment
in securities of foreign entities and securities denominated in foreign
currencies involves risks typically not present to the same degree in domestic
investments. Likewise, investment in American Depository Receipts (A ADRs") and
European Depository Receipts ("EDRs") presents similar risks, even though the
Fund will purchase, sell, and be paid dividends on ADRs in U.S. dollars. These
risks include fluctuations in currency exchange rates, which are affected by
international balances of payments and other economic and financial conditions;
government intervention; speculation; and other factors. With respect to
certain foreign countries, there is the possibility of expropriation or
nationalization of assets, confiscatory taxation, and political, social, or
economic instability. For more information, please refer to the Statement of
Additional Information.

The Fund may be required to pay foreign withholding or other taxes on certain of
its foreign investments, but investors may or may not be able to deduct their
pro rata shares of such taxes in computing their taxable income, or take such
shares as a credit against their U.S. income taxes. See "Dividends,
Distributions, and Federal Income Taxation."

INVESTMENT RESTRICTIONS. The Fund has certain fundamental policies that are
described in the Statement of Additional Information under "Investment
Restrictions." These investment restrictions include prohibitions against
borrowing money (except as described above) and against concentrating the Fund's
investments in issuers conducting their principal business activities in a
single industry (except that this limitation does not apply with respect to U.S.
Government securities). These investment restrictions and the Fund's investment
objective cannot be changed without the approval of shareholders of the Fund;
all other investment practices described in this Prospectus and in the Statement
of Additional Information can be changed by the Board of Directors without
shareholder approval.

INVESTMENT RESULTS

The Fund may calculate performance on an average annual total return basis for
1-, 5-, and 10-year periods and over the life of the Fund, after such periods
have elapsed. Average annual total return will be computed by determining the
average annual compounded rate of return over the applicable period that would
equate the initial amount invested to the ending redeemable value of the
investment. Ending redeemable value includes dividends and capital gain
distributions, reinvested at net asset value at the reinvestment date determined
by the Board of Directors. The resulting percentages indicate the positive or
negative investment results that an investor would have experienced from
reinvested income dividends and capital gain distributions and changes in share
price during the period. The average annual compounded rate of return over
various periods may also be computed by utilizing ending redeemable values as
determined above.

FREMONT MUTUAL FUNDS 7

<PAGE>

for other investment companies, other investment vehicles, and unmanaged
indices. The comparison of the Fund to an alternative investment should be made
with consideration of differences in features and expected performance. The
Fund may also be mentioned in newspapers, magazines, or other media from time to
time. The Fund assumes no responsibility for the accuracy of such data. The
Fund's results also should be considered relative to the risks associated with
the Fund's investment objective and policies. See "Investment Results" in the
Statement of Additional Information.

Additional performance information regarding the Fund will be included in its
annual report, which will be mailed to shareholders without charge upon request.

HOW TO INVEST

From time to time the Advisor may engage third parties as "finders" for the
purpose of soliciting potential investors. Such parties may be compensated by
the Advisor to do so.

First Fund Distributors, Inc., 4455 Camelback Road, Suite 261E, Phoenix,
Arizona, 85018, is the principal underwriter for the Fund.

SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES

Shares are issued only in book-entry form (without certificates).

8 FREMONT MUTUAL FUNDS

<PAGE>

shareholder realizing a gain or loss for tax purposes, except in the case of
tax-deferred retirement accounts or other tax-exempt shareholders that have not
borrowed to acquire the shares exchanged.

Exchanges by mail should be sent to the Transfer Agent at the address set forth
in the last section of this Prospectus.

The Investment Company reserves the right to modify or eliminate the exchange
privilege upon 60 days' written notice to shareholders.

See "Telephone Redemption Privilege" in the next section of this Prospectus.

HOW TO REDEEM SHARES

Shares are redeemed at no charge (other than wire transfer fees, if any) at the
net asset value next determined after receipt by the Transfer Agent of proper
written redemption instructions. The current charge for a wire transfer is $10
per wire. This is subject to change by the Transfer Agent at any time, without
prior notification. See "Calculation of Net Asset Value and Public Offering
Price."

FREMONT MUTUAL FUNDS 9

<PAGE>

Because of market fluctuations, the amount a shareholder receives for shares
redeemed may be more or less that the amount paid for them.

Redemption of shares by exchanges, transfers and redemptions under an Automatic
Withdrawal Plan may result in taxable capital gains or losses.

SIGNATURE GUARANTEE. To better protect the Fund and shareholders' accounts, a
signature guarantee is required for certain transactions. Signatures must be
guaranteed by an "Eligible guarantor institution" as defined in applicable
regulations. Eligible guarantor institutions include banks, brokers, dealers,
credit unions, national securities exchanges, registered securities
associations, clearing agencies, and savings associations. Signature guarantees
will be accepted from any eligible guarantor institution which participates in a
signature guarantee program. A notary public is not an acceptable guarantor.

10 FREMONT MUTUAL FUNDS

<PAGE>

days prior to the date fixed for such redemption, during which time the
shareholder may increase its holdings to an aggregate amount of $1,500 or more
(with a minimum purchase of $100 or more.) This minimum balance may be waived.

RETIREMENT PLANS

Retirement plan participants may receive additional services related to their
plan at no extra cost to any shareholder.

DIVIDENDS, DISTRIBUTIONS AND FEDERAL INCOME TAXATION

The Fund intends to qualify and elect, and to continue to qualify, to be treated
as a "regulated investment company" under Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"). For any tax year in which the Fund so
qualifies and meets certain distribution requirements, it will not incur a
federal tax liability. Such qualification under the Code requires a Fund, among
other things, to diversify its investments so that, at the end of each fiscal
quarter, (1) at least 50% of the market value of the Fund's assets is
represented by cash, U.S. government securities, securities of other regulated
investment companies, and other securities, limited, in respect to any one
issuer, to an amount not greater than 5% of the Fund's assets and 10% of the
outstanding voting securities of such issuer, and (2) not more than 25% of the
value of its assets is invested in the securities of any one issuer (other than
U.S. government securities or the securities of other regulated investment
companies), or in two or more issuers which the Fund controls and which are
engaged in the same or similar trades or businesses.

The Fund intends to distribute substantially all of its net investment income
and short-term net realized capital gains once each year in October.

The Fund intends to distribute substantially all of its long-term net realized
capital gains, if any, at the end of the calendar year (on or about December
15). Dividend and capital gains distributions, if any, may be reinvested in
additional shares at net asset value on the day of reinvestment, or may be
received in cash. All dividends and distributions are taxable to a shareholder
(except tax-exempt shareholders who have not borrowed to acquire their shares)
whether or not they are reinvested in shares of the Fund. Any long-term or
mid-term capital gains distributions are taxable to shareholders as long-term or
mid-term capital gains, respectively, regardless of how long shareholders have
held Fund shares. Distributions of short-term capital gains will be subject to
the tax as ordinary income. Corporate investors may be entitled to the
"dividends received" deduction on all or a portion of the dividends paid by the
Fund. Availability of the "dividends received" deduction is subject to certain
holding period and debt-financing limitations.

Shareholders may elect:

- - to have all dividends and capital gain distributions automatically
reinvested in additional shares;

- - to receive the income dividends and short-term capital gains distributions
in cash and accept the capital gains distributions in additional shares;

- - to receive all distributions of income dividends and capital gains in cash;
or

- - to invest all dividend and capital gain distributions in another Fremont
Fund owned through an identically registered account.

FREMONT MUTUAL FUNDS 11

<PAGE>

Transfer Agent approximately 5 business days prior to the payment date to permit
the change to be entered into the shareholder account. The federal income tax
status of dividends and capital gains distributions is the same whether taken in
cash or reinvested in shares.

If a shareholder has not furnished a certified correct taxpayer identification
number (generally a Social Security number) and has not certified that
withholding does not apply, or if the Internal Revenue Service has notified the
Fund that the taxpayer identification number listed on the account is incorrect
according to their records or that the shareholder is subject to backup
withholding, federal law generally requires the Fund to withhold 31% from any
dividends and/or redemption proceeds to the shareholder. Amounts withheld are
applied to the shareholder's federal tax liability; a refund may be obtained
from the Internal Revenue Service if withholding results in overpayment of
taxes. A shareholder should contact the Transfer Agent if the shareholder is
uncertain whether a proper taxpayer identification number is on file with the
Transfer Agent. Federal law also requires the Fund to withhold 30%, or the
applicable tax treaty rate, from ordinary dividends (which includes short-term
capital gains) paid to certain nonresident alien, non-U.S. partnership, and
non-U.S. corporation shareholder accounts. Long-term capital gains
distributions may be subject to this withholding.

PLAN OF DISTRIBUTION

The annual limitation for compensation to the Advisor pursuant to the Plan is
.25% of the Fund's average daily net assets. All payments will be reviewed by
the Fund's Board of Directors. However, it is possible that in certain periods,
the amount of the Advisor's compensation could exceed the Advisor's distribution
expenses resulting in a profit to the Advisor. In the event the Plan is
terminated by the Fund in accordance with its terms, the Fund will not be
required to make any payments for expenses incurred by the Advisor after the
date the Plan terminates.

CALCULATION OF NET ASSET VALUE AND PUBLIC OFFERING PRICE

12 FREMONT MUTUAL FUNDS

<PAGE>

net asset value next determined on that day (with certain limited exceptions
discussed in the Statement of Additional Information). Orders received by the
Transfer Agent after 4:00 p.m., Eastern time or after the close of the regular
session of the NYSE, will be entered at the next calculated net asset value.

EXECUTION OF PORTFOLIO TRANSACTIONS

Orders for the Fund's portfolio securities transactions are placed by the
Advisor. The Advisor strives to obtain the best available prices in the Fund's
portfolio transactions, taking into account the costs and promptness of
executions. Subject to this policy, transactions may be directed to those
broker-dealers who provide research, statistical, and other information to the
Fund, the Advisor, or who provide assistance with respect to the distribution of
Fund shares. There is no agreement or commitment to place orders with any
broker-dealer.

Debt securities are generally traded on a "net" basis with a dealer acting as
principal for its own account without a stated commission, although the price of
the security usually includes a profit to the dealer. Government securities
issued by the United States and other countries and money market securities in
which the Fund may invest are generally traded in the OTC markets. In
underwritten offerings, securities usually are purchased at a fixed price which
includes an amount of compensation to the underwriter, generally referred to as
the underwriter's concession or discount. On occasion, securities may be
purchased directly from an issuer, in which case no commissions or discounts are
paid. Dealers may receive commissions on futures, currency, and options
transactions. Commissions or discounts in foreign securities exchanges or OTC
markets typically are fixed and generally are higher than those in U.S.
securities exchanges or OTC markets. There is generally less government
supervision and regulation of foreign exchanges and brokers than in the United
States. Foreign security settlements may, in some instances, be subject to
delays and related administrative uncertainties.

GENERAL INFORMATION

Pursuant to the Articles of Incorporation, the Investment Company may issue ten
billion shares. This amount may be increased or decreased from time to time in
the discretion of the Board of Directors. Each share of a series represents an
interest in that series only, has a par value of $0.0001 per share, represents
an equal proportionate interest in that series with other shares of that series,
and is entitled to such dividends and distributions out of the income earned on
the assets belonging to that series as may be declared at the discretion of the
Board of Directors. Shares of a series when issued are fully paid and are
non-assessable. The Board of Directors may, at its discretion, establish and
issue shares of additional series of the Investment Company.

FREMONT MUTUAL FUNDS 13

<PAGE>

TELEPHONE NUMBERS AND ADDRESSES

To make an initial purchase:

1. By mail:
Fremont Mutual Funds, Inc.
c/o National Financial Data Services
P.O. Box 419343
Kansas City, MO 64141-6343

Street address:
1004 Baltimore Avenue
Kansas City, MO 64105

2. By wire:

Please call the Transfer Agent at 800-548-4539 (press 2) to obtain an
account number and detailed instructions.

TO MAKE A SUBSEQUENT PURCHASE:

Include shareholder name and account number. Use the same instructions for
initial purchase.

To redeem shares:

2. By telephone: 800-548-4539
Requires prior selection of telephone redemption option.

For further copies of this Prospectus, the Statement of Additional Information,
and details of automatic investment, retirement and automatic withdrawal plans,
please contact:

Fremont Mutual Funds, Inc.
50 Beale Street, Suite 100
San Francisco, CA 94105
800-548-4539

FREMONT MUTUAL FUNDS, INC.

For more information on the Fremont Mutual Funds please call 800-548-4539 or
write to:

Fremont Mutual Funds
50 Beale Street, Suite 100
San Francisco, CA 94105

ADVISOR/TRANSFER AGENT

Fremont Investment Advisors, Inc.
333 Market Street, Suite 2600
San Francisco, CA 94105

SUB-TRANSFER AGENT

Mailing Address:

National Financial Data Services
P.O. Box 419343
Kansas City, MO 64141-6343
800-548-4539 (press 2)

Street Address:

National Financial Data Services
1004 Baltimore Avenue
Kansas City, MO 64105

CUSTODIAN

The Northern Trust Company
50 South Lasalle Street
Chicago, IL 60675

LEGAL COUNSEL

Paul, Hastings, Janofsky & Walker LLP
345 California Street, 29th Floor
San Francisco, CA 94104

AUDITORS

Coopers & Lybrand, L.L.P.
333 Market Street
San Francisco, CA 94105

14 FREMONT MUTUAL FUNDS

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[LOGO]

P038-9712
<PAGE>

FREMONT MUTUAL FUNDS, INC.
FREMONT SELECT FUND
TOLL-FREE: 800-548-4539

PART B
STATEMENT OF ADDITIONAL INFORMATION

THIS STATEMENT OF ADDITIONAL INFORMATION CONCERNING FREMONT MUTUAL FUNDS, INC.
(THE "INVESTMENT COMPANY"), IS NOT A PROSPECTUS FOR THE INVESTMENT COMPANY.
THIS STATEMENT SUPPLEMENTS THE PROSPECTUS FOR THE FREMONT SELECT FUND (THE
"FUND") DATED DECEMBER 31, 1997, AND SHOULD BE READ IN CONJUNCTION WITH THE
PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE WITHOUT CHARGE BY CALLING
THE INVESTMENT COMPANY AT THE PHONE NUMBER PRINTED ABOVE.

THE DATE OF THIS STATEMENT OF ADDITIONAL INFORMATION IS DECEMBER 31, 1997.

<PAGE>

TABLE OF CONTENTS

ITEM PAGE

Investment Objective, Policies, and Risk Considerations . . . . . . 1
Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . 8
Investment Company Directors and Officers . . . . . . . . . . . . . 9
Investment Advisory and Other Services. . . . . . . . . . . . . . . 11
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . 12
Execution of Portfolio Transactions . . . . . . . . . . . . . . . . 13
How To Invest . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Other Investment and Redemption Services. . . . . . . . . . . . . . 14
Taxes - Mutual Funds. . . . . . . . . . . . . . . . . . . . . . . . 14
Additional Information. . . . . . . . . . . . . . . . . . . . . . . 16
Investment Results. . . . . . . . . . . . . . . . . . . . . . . . . 17
Information About Fremont Investment Advisors . . . . . . . . . . . 21
Appendix A: Description Of Ratings. . . . . . . . . . . . . . . . . 26

<PAGE>

INVESTMENT OBJECTIVE, POLICIES, AND RISK CONSIDERATIONS

The descriptions below are intended to supplement the material in the Prospectus
under "Investment Objective, Policies, and Risk Considerations" and "General
Investment Policies."

WRITING COVERED CALL OPTIONS. The Fund may write (sell) "covered" call options
and purchase options to close out options previously written by the Fund. The
purpose of writing covered call options is to generate additional premium income
for the Fund. This premium income will serve to enhance the Fund's total return
and will reduce the effect of any price decline of the security or currency
involved in the option. Covered call options will generally be written on
securities and currencies which, in the opinion of Fremont Investment Advisors,
Inc. (the "Advisor") are not expected to make any major price moves in the near
future but which, over the long term, are deemed to be attractive investments
for the Fund.

A call option gives the holder (buyer) the Aright to purchase" a security or
currency at a specified price (the exercise price) at any time until a certain
date (the expiration date). So long as the obligation of the writer of a call
option continues, he may be assigned an exercise notice by the broker-dealer
through whom such option was sold, requiring him to deliver the underlying
security or currency against payment of the exercise price. This obligation
terminates upon the expiration of the call option, or such earlier time at which
the writer effects a closing purchase transaction by purchasing an option
identical to that previously sold. To secure his obligation to deliver the
underlying security or currency in the case of a call option, a writer is
required to deposit in escrow the underlying security or currency or other
assets in accordance with the rules of the Options Clearing Corporation. The
Fund will write only covered call options. This means that the Fund will only
write a call option on a security, index, or currency which the Fund already
effectively owns or has the right to acquire without additional cost.

The premium received is the market value of an option. The premium the Fund
will receive from writing a call option will reflect, among other things, the
current market price of the underlying security or currency, the relationship of
the exercise price to such market price, the historical price volatility of the
underlying security or currency, and the length of the option period. Once the
decision to write a call option has been made, the Advisor, in determining
whether a particular call option should be written on a particular security or
currency, will consider the reasonableness of the anticipated premium and the
likelihood that a liquid secondary market will exist for those options. The
premium received by the Fund for writing covered call options will be recorded
as a liability in the Fund's statement of assets and liabilities. This
liability will be adjusted daily to the option's current market value, which
will be the latest sales price at the time at which the net asset value per
share of the Fund is computed (close of the regular trading session of the New
York Stock Exchange), or, in the absence of such sale, the latest asked price.
The liability will be extinguished upon expiration of the option, the purchase
of an identical option in a closing transaction, or delivery of the underlying
security or currency upon the exercise of the option.

1 FREMONT MUTUAL FUNDS

<PAGE>

part by appreciation of the underlying security or currency owned by the Fund.

The Fund may write put options only on a covered basis, which means that the
Fund would maintain in a segregated account cash and liquid securities in an
amount not less than the exercise price at all times while the put option is
outstanding. (The rules of the Options Clearing Corporation currently require
that such assets be deposited in escrow to secure payment of the exercise
price.) The Fund would generally write covered put options in circumstances
where the Advisor wishes to purchase the underlying security or currency for the
Fund's portfolio at a price lower than the current market price of the security
or currency. In such event the Fund would write a put option at an exercise
price which, reduced by the premium received on the option, reflects the lower
price it is willing to pay. Since the Fund would also receive interest on debt
securities or currencies maintained to cover the exercise price of the option,
this technique could be used to enhance current return during periods of market
uncertainty. The risk in such a transaction would be that the market price of
the underlying security or currency would decline below the exercise price less
the premiums received.

PURCHASING CALL OPTIONS. The Fund may purchase call options. As the holder of
a call option, the Fund has the right to purchase the

FREMONT MUTUAL FUNDS 2

<PAGE>

underlying security or currency at the exercise price at any time during the
option period. The Fund may enter into closing sale transactions with respect
to such options, exercise them, or permit them to expire. The Fund may purchase
call options for the purpose of increasing its current return or avoiding tax
consequences which could reduce its current return. The Fund may also purchase
call options in order to acquire the underlying securities or currencies.
Examples of such uses of call options are provided below.

3 FREMONT MUTUAL FUNDS

<PAGE>

FREMONT MUTUAL FUNDS 4

<PAGE>

DIVERSIFICATION. The Fund is a Anon-diversified" management investment
company, as defined in the Investment Company Act of 1940 (the A1940 Act").
Therefore, it is not subject to the diversifications requirements of the 1940
Act.

REVERSE REPURCHASE AGREEMENTS AND LEVERAGE. The Fund may enter into reverse
repurchase agreements which involve the sale of a

5 FREMONT MUTUAL FUNDS

<PAGE>

FLOATING RATE AND VARIABLE RATE OBLIGATIONS AND PARTICIPATION INTERESTS. The
Fund may purchase floating rate and variable rate obligations, including
participation interests therein. Floating rate or variable rate obligations
provide that the rate of interest is set as a specific percentage of a
designated base rate (such as the prime rate at a major commercial bank) or is
reset on a regular basis by a bank or investment banking firm to a market rate.
At specified times, the owner can demand payment of the obligation at par plus
accrued interest. Variable rate obligations provide for a specified periodic
adjustment in the interest rate, while floating rate obligations have an
interest rate which changes whenever there is a change in the external interest
rate. Frequently banks provide letters of credit or other credit support or
liquidity arrangements to secure these obligations. The quality of the
underlying creditor or of the bank, as the case may be, must meet the minimum
credit quality standards, as determined by the Advisor, prescribed for the Fund
by the Board of Directors with respect to counterparties in repurchase
agreements and similar transactions.

SWAP AGREEMENTS. The Fund may enter into interest rate, index, and currency
exchange rate swap agreements for purposes of attempting to obtain a particular
desired return at a lower cost to the Fund than if the Fund had invested
directly in an instrument that yielded that desired return. Swap agreements are
two-party contracts entered into primarily by institutional investors for
periods ranging from a few weeks to more than one year. In a standard "swap"
transaction, two parties agree to exchange the returns (or differentials in
rates of return) earned or realized on particular predetermined investments or
instruments. The gross returns to be exchanged or "swapped" between the parties
are calculated with respect to a "notional amount," i.e., the return on or
increase in value of a particular dollar amount invested at a particular
interest rate, in a particular foreign currency, or in a "basket" of securities
representing a particular index. Commonly used swap agreements include interest
rate caps, under which, in return for a premium, one party agrees to make
payments to the other to the extent that interest rates exceed a specified rate,
or "cap"; interest rate floors, under which, in return for a premium, one party
agrees to make payments to the other to the extent that interest rates fall
below a specified level, or "floor"; and interest rate collars, under which a
party sells a cap and purchases a floor or vice versa in an attempt to protect
itself against interest rate movements exceeding minimum or maximum levels.

The "notional amount" of the swap agreement is only a fictive basis on which to
calculate the obligations which the parties to a swap agreement have agreed to
exchange. Most swap agreements entered into by the Fund would calculate the
obligations of the parties to the agreement on a "net basis." Consequently the
Fund's obligations (or rights) under a swap agreement will generally be equal
only to the net amount to be paid or received under the agreement based on the
relative values of the positions held by each party to the agreement (the "net
amount"). The Fund's obligations under a swap agreement will be accrued daily
(offset against amounts owed to the Fund) and any accrued but unpaid net amounts
owed to a swap counterparty will be covered by the maintenance of a segregated
account consisting of cash, U.S. Government securities, or high grade debt
obligations, to avoid any potential leveraging of the Fund's portfolio. The
Fund will not enter into a swap agreement with any single party if the net
amount owed or to be received under existing contracts with that party would
exceed 5% of the Fund's net assets.

Whether the Fund's use of swap agreements will be successful in furthering its
investment objective will depend on the Advisor's ability to predict correctly
whether certain types of investments are likely to produce greater returns than
other investments. Because they are two-party contracts and because they may
have terms of greater than seven days, swap agreements will be considered to be
illiquid. Moreover, the Fund bears the risk of loss of the amount expected to
be received under a swap agreement in the event of the default or bankruptcy of
a swap agreement counterparty. The Advisor will cause the Fund to enter into
swap agreements only with counterparties that would be eligible for
consideration as repurchase agreement counterparties under the Fund's repurchase
agreement guidelines. Certain restrictions imposed on the Fund by the Internal
Revenue Code may limit the Fund's ability to use swap agreements. The swaps
market is largely unregulated. It is possible that developments in the swaps
market, including potential government regulation, could

FREMONT MUTUAL FUNDS 6

<PAGE>

adversely affect the Fund's ability to terminate existing swap agreements or to
realize amounts to be received under such agreements.

SHARES OF INVESTMENT COMPANIES. The Fund may invest some portion of its assets
in shares of other no-load, open-end investment companies and closed-end
investment companies to the extent that they may facilitate achieving the
objective of the Fund or to the extent that they afford the principal or most
practical means of access to a particular market or markets or they represent
attractive investments in their own right. The percentage of Fund assets which
may be so invested is not limited, provided that the Fund and its affiliates do
not acquire more than 3% of the shares of any such investment company. The
provisions of the 1940 Act may also impose certain restrictions on redemption of
the Fund's shares in other investment companies. The Fund's purchase of shares
of investment companies may result in the payment by a shareholder of
duplicative management fees. The Advisor will consider such fees in determining
whether to invest in other mutual funds. The Fund will invest only in
investment companies which do not charge a sales load; however, the Fund may
invest in such companies with distribution plans and fees, and may pay customary
brokerage commissions to buy and sell shares of closed-end investment companies.

ILLIQUID SECURITIES. The Fund may invest up to 15% of its net assets in all
forms of "illiquid securities."

An investment is generally deemed to be "illiquid" if it cannot be disposed of
within seven days in the ordinary course of business at approximately the amount
at which such securities are valued by the Fund. "Restricted" securities are
securities which were originally sold in private placements and which have not
been registered under the Securities Act of 1933 (the A1933 Act"). However, a
market exists for certain restricted securities (for example, securities
qualifying for resale to certain "qualified institutional buyers" pursuant to
Rule 144A under the 1933 Act). Additionally, the Advisor and the Fund believe
that a similar market exists for commercial paper issued pursuant to the private
placement exemption of Section 4(2) of the 1933 Act. The Fund may invest
without limitation in these forms of restricted securities if such securities
are determined by the Advisor to be liquid in accordance with standards
established by the Investment Company's Board of Directors. Under these
standards, the Advisor must consider (a) the frequency of trades and quotes for
the security, (b) the number of dealers willing to purchase or sell the security
and the number of other potential purchasers, (c) any dealer undertaking to make
a market in the security, and (d) the nature of the security and the nature of
the marketplace trades (for example, the time needed to dispose of the security,
the method of soliciting offers, and the mechanics of transfer).

7 FREMONT MUTUAL FUNDS

<PAGE>

in purchasing these securities.

REDUCTION IN BOND RATING. In the event that the rating for any security held by
the Fund drops below the minimum acceptable rating applicable to the Fund, the
Advisor will determine whether the Fund should continue to hold such an
obligation in its portfolio. Bonds rated below BBB or Baa are commonly known as
"junk bonds." These bonds are subject to greater fluctuations in value and risk
of loss of income and principal due to default by the issuer than are higher
rated bonds. The market values of junk bonds tend to reflect short-term
corporate, economic, and market developments and investor perceptions of the
issuer's credit quality to a greater extent than higher rated bonds. In
addition, it may be more difficult to dispose of, or to determine the value of,
junk bonds. See Appendix A for a complete description of the bond ratings.

INVESTMENT RESTRICTIONS

1. Invest 25% or more of the value of its total assets in the securities of
issuers conducting their principal business activities in the same
industry, except that this limitation shall not apply to securities issued
or guaranteed as to principal and interest by the U.S. Government or any of
its agencies or instrumentalities, or to tax exempt securities issued by
state governments or political subdivisions thereof.

2. Buy or sell real estate (including real estate limited partnerships) or
commodities or commodity contracts; however, the Fund may invest in
securities secured by real estate, or issued by companies which invest in
real estate or interests therein, including real estate investment trusts,
and may purchase and sell currencies (including forward currency exchange
contracts), gold, bullion, futures contracts, and related options generally
as described in the Prospectus and Statement of Additional Information.

6. Change its status as either a diversified or a non-diversified investment
company.

7. Issue senior securities, except as permitted under the 1940 Act, and except
that the Investment Company and the Fund may issue shares of common stock
in multiple series or classes.

Other current investment policies of the Fund, which are not fundamental
and which may be changed by action of the Board of Directors without
shareholder approval, are as follows. The Fund may not:

9. Invest in companies for the purpose of exercising control or management.

10. Mortgage, pledge, or hypothecate any of its assets, provided that this
restriction shall not apply to the transfer of securities in connection
with any permissible borrowing.

14. Make short sales of securities or maintain a short position, except that
the Fund may sell short "against the box."

15. Acquire more than 3% of the outstanding voting securities of any one
investment company.

8
FREMONT MUTUAL FUNDS

<PAGE>

INVESTMENT COMPANY DIRECTORS AND OFFICERS

PRINCIPAL OCCUPATIONS AND BUSINESS
NAME AND ADDRESS DATE OF BIRTH POSITIONS HELD EXPERIENCE FOR PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <S> <S> <S>
David L. Redo (1) (2) (4) 9-1-37 Chairman, Chief President and Director, Fremont Investment
Fremont Investment Advisors, Inc. Executive Officer and Advisors, Inc., Managing Director, Fremont
333 Market Street, 26th Floor Director Group, L.L.C. and Fremont Investors, Inc.;
San Francisco, CA 94105 Director, Sequoia Ventures, Sit/Kim
International Investment Associates, and
J.P Morgan Securities Asia

Michael H. Kosich (1) (2) 3-30-40 President and Director 7/96-present, Senior Vice President and
Fremont Investment Advisors, Inc. Director, Fremont Investment Advisors,
333 Market Street, 26th Floor Inc.; 10/77-7/96, Senior Vice President,
San Francisco, CA 94105 Business Development, Benham Management

Richard E. Holmes (3) 5-14-43 Director Vice President & Director, BelMar
P.O. Box 479 Advisors, Inc. (marketing firm)
Sanibel, FL 33957

William W. Jahnke (3) 2-6-44 Director 1/96-present, Chairman, Financial Design
Jahnke & Associates Education Corp.; 3/93-present, Principal,
58 Camino del Diablo Jahnke & Associates (Consultants) 6/83-
Orinda, CA 94563 3/93, Chairman, Board of Directors, Vestek
Systems, Inc

Donald C. Luchessa (3) 2-18-30 Director Principal, DCL Advisory (marketer for
DCL Advisory investment advisors)
345 California Street, 10th Floor
San Francisco, CA 94104

David L Egan (3) 5-1-34 Director President, Fairfield Capital Associates,
Fairfield Capital Associates, Inc. Inc., Founding Partner of China
1640 Sylvaner Epicure, L.L.C. and Palisades Trading
St. Helena, CA 94574 Company, L.L.C.

Albert W. Kirschbaum (4) 8-17-38 Senior Vice President Senior Vice President and Director,
Fremont Investment Advisors, Inc. Fremont Investment Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Peter F. Landini (4) 5-10-51 Senior Vice President, Senior Vice President, Chief Operating
Fremont Investment Advisors, Inc. Treasurer and Director Officer and Director, Fremont Investment
333 Market Street, 26th Floor Advisors, Inc.; Director, J.P. Morgan
San Francisco, CA 94105 Securities, Asia

John Kosecoff 10-9-51 Vice President 10/96-present, Vice President, Fremont
Fremont Investment Advisors, Inc. Investment Advisors, Inc.; 12/93-9/96,
333 Market Street, 26th Floor Senior Analyst and Portfolio Manager, RCM
San Francisco, CA 94105 Capital Management; 11/92-12/93, Hedge Fund
Analyst and Portfolio Manager, Omega
Advisors; 10/90-11/92, Senior Consumer
Sector Analyst, Lord Abbett & Co.

William M Feeney 3-27-56 Vice President Vice President, Fremont Investment
Fremont Investment Advisors, Inc. Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Norman Gee 3-27-56 Vice President Vice President, Fremont Investment
Fremont Investment Advisors, Inc. Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105
</TABLE>

9 FREMONT MUTUAL FUNDS

<PAGE>

INVESTMENT COMPANY DIRECTORS AND OFFICERS (CONT.)

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS AND BUSINESS
NAME AND ADDRESS DATE OF BIRTH POSITIONS HELD EXPERIENCE FOR PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <S> <S> <S>
Alexandra W. Kinchen (4) 4-25-45 Vice President Vice President, Fremont Investment
Fremont Investment Advisors, Inc. Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Andrew L. Pang (4) 4-15-49 Vice President Vice President, Fremont Investment
Fremont Investment Advisors, Inc. Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Tina Thomas 8-7-49 Vice President, 6/96-present, Vice President and Chief
Fremont Investment Advisors, Inc. Secretary, and Chief Compliance Officer, Fremont Investment
333 Market Street, 26th Floor Compliance Officer Advisors, Inc.; 9/88-5/96, Chief Compliance
San Francisco, CA 94105 Officer and Vice President, Bailard, Biehl
and Kaiser, Inc.; Treasurer, Bailard, Biehl
and Kaiser International Fund Group, Inc.
and Bailard, Biehl and Kaiser Fund Group;
Principal, BB&K Fund Services, Inc.

Richard G. Thomas 1-7-57 Senior Vice President Vice President, Fremont Investment
Fremont Investment Advisors, Inc. Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Gretchen Hollstein 3-23-67 Vice President Vice President, Fremont Investment
Fremont Investment Advisors, Inc. Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Greg Hand 10-9-61 Assistant Treasurer Assistant Treasurer
Fremont Investment Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Allyn Hughes 6-12-60 Vice President Vice President, Fremont Investment
Fremont Investment Advisors, Inc. Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

Dean Boebinger 11-21-55 Vice President 12/95-present, National Sales Manager,
Fremont Investment Advisors, Inc. Fremont Investment Advisors, Inc.; 8/94-
3000 Post Oak Blvd., Suite 100 12/95, Regional Sales Manager; 3/92-7/94,
Houston, TX 77056 Certified Financial Planner and Account
Executive, GNA, Inc.
</TABLE>

(1) Director who is an "interested person" of the Company due to his
affiliation with the Company's investment manager.

(2) Member of the Executive Committee.

(3) Member of the Audit Committee and the Contracts Committee.

(4) Member of the Fremont Investment Committee.

As of September 30, 1997, the officers and directors as a group owned in the
aggregate beneficially or of record less than 1% of the outstanding shares of
the Investment Company.

FREMONT MUTUAL FUNDS 10

<PAGE>

INVESTMENT ADVISORY AND OTHER SERVICES

For its services under the Investment Advisory and Administration Agreement (the
Advisory Agreement"), the Advisor is paid a monthly fee at the annual rate of
1.00% of the Fund's average net assets. The Fund will pay all of its own
expenses not assumed by the Advisor, including, but not limited to, the
following: custodian, stock transfer, and dividend disbursing fees and expenses;
taxes and insurance; expenses of the issuance and redemption of shares of the
Fund (including stock certificates, registration or qualification fees and
expenses); legal and auditing expenses; and the costs of stationery and forms
prepared exclusively for the Fund.

As noted in the Prospectus, the Advisor anticipates waiving its fees and
reimbursing the Fund for other operating expenses in order to limit total
operating expenses to 1.40% of average net assets. Any reductions made by the
Advisor in its fees are subject to reimbursement by the Fund within the
following three years provided the Fund is able to effect such reimbursement and
remain in compliance with the foregoing expense limitation. The Advisor
generally seeks reimbursement for the oldest reductions before payment by the
Fund for fees and expenses for the current year. In considering approval of the
Fund's Advisory Agreement, the Board of Directors specifically considered and
approved the provision which permits the Advisor to seek reimbursement of any
reduction made to its fees within the three-year period. The Advisor's ability
to request reimbursement is subject to various conditions. First, any
reimbursement is subject to the Fund's ability to effect such reimbursement and
remain in compliance with the 1.40% limitation on annual operating expenses.
Second, the Advisor must specifically request the reimbursement from the Board
of Directors. Third, the Board of Directors must approve such reimbursement as
appropriate and not inconsistent with the best interests of the Fund and the
shareholders at the time such reimbursement is requested. Because of these
substantial contingencies, the potential reimbursements will be accounted for as
contingent liabilities that are not recordable on the balance sheet of the Fund
until collection is probable; but the full amount of the potential liability
will appear in a footnote to the Fund's financial statements. At such time as
it appears probable that the Fund is able to effect such reimbursement, that the
Advisor intends to seek such reimbursement and that the Board of Directors has
or is likely to approve the payment of such reimbursement, the amount of the
reimbursement will be accrued as an expense of the Fund for that current period.

The directors of the Advisor are David L. Redo, Vincent P. Kuhn, Jr., Jon S.
Higgins, Peter F. Landini, Michael H. Kosich and Albert W. Kirschbaum.

THE SUB-ADVISOR. The Advisory Agreement authorizes the Advisor, at its option
and at its sole expense, to appoint a Sub-Advisor, which may assume all or a
portion of the responsibilities and obligations of the Advisor pursuant to the
Advisory Agreement as shall be delegated to the Sub-Advisor. Any appointment of
a Sub-Advisor and assumption of responsibilities and obligations of the Advisor
by such Sub-Advisor is subject to approval by the Board of Directors and, if
required by the law, the shareholders of the Fund. The Sub-Advisor is overseen
by the members of the Fremont Investment Committee. See "Investment Company
Directors and Officers." The Advisor has no current intention to use a
sub-advisor for the Fund.

11 FREMONT MUTUAL FUNDS

<PAGE>

TRANSFER AGENT. State Street Bank and Trust Company, c/o NFDS, P.O. Box 419343,
Kansas City, Missouri, 64141, serves as Transfer and Dividend Disbursing Agent
and shareholder service agent. The Transfer Agent is not involved in
determining investment policies of the Fund or its portfolio securities
transactions. Its services do not protect shareholders against possible
depreciation of their assets. The fees of State Street Bank and Trust Company
are paid by the Fund and thus borne by the Fund's shareholders. State Street
Bank and Trust Company has contracted with National Financial Data Services to
serve as shareholder servicing agent. A depository account has been established
at United Missouri Bank of Kansas City ("United Missouri Bank") through which
all payments for the funds will be processed.

ADMINISTRATOR. The Advisor has retained Investment Company Administration
Corporation (the "Administrator"), with offices at 2025 East Financial Way,
Suite 101, Glendora, California 91741. The Administration Agreement provides
that the Administrator will prepare and coordinate reports and other materials
supplied to the Directors; prepare and/or supervise the preparation and filing
of securities filings, periodic financial reports, prospectuses, statements of
additional information, marketing materials, shareholder reports and other
regulatory reports or filings required of the Fund; prepare all required filings
necessary to maintain the Fund's notice filings to sell shares in all states
where the Fund currently does, or intends to do, business; coordinate the
preparation, printing and mailing of materials required to be sent to
shareholders; and perform such additional services as may be agreed upon by the
Advisor and the Administrator. For its services, the Advisor (not the Fund)
pays the Administrator an annual fee equal to .02% of the first $1 billion of
the Investment Company's average daily net assets, 0.015% thereafter, subject to
a minimum annual fee of $20,000 per Fund.

PLAN OF DISTRIBUTION

In approving the Plan, the Directors determined, in the exercise of their
business judgment and in light of their fiduciary duties as Directors, that
there is a reasonable likelihood that the Plan will benefit the Fund and its
shareholders. The Board of Directors believes that expenditure of the Fund's
assets for distribution expenses under the Plan should assist in the growth of
the Fund, which will benefit the Fund and its shareholders through increased
economies of scale, greater investment flexibility, greater portfolio
diversification, and less chance of disruption of planned investment strategies.
The Plan will be renewed only if the Directors make a similar determination for
each subsequent year of the Plan. There can be no assurance that the benefits
anticipated from the expenditure of the Fund's assets for distribution will be
realized. While the Plan is in effect, the costs to and expenses incurred by
the Advisor pursuant to the Plan and the purposes underlying such cash and
expenditures must be reported quarterly to the Board of Directors for its
review. In addition, the selection and nomination of those Directors who are
not interested persons of the Investment Company are committed to the discretion
of the Independent Directors during such period.

FREMONT MUTUAL FUNDS 12

<PAGE>

shareholders who do not. The Fund may from time to time purchase securities
issued by banks which provide such services; however, in selecting investments
for the Fund, no preference will be shown for such securities.

EXECUTION OF PORTFOLIO TRANSACTIONS

There are occasions on which portfolio transactions for the Fund may be executed
as part of concurrent authorizations to purchase or sell the same security for
other accounts served by the Advisor, including other series of the Investment
Company. Although such concurrent authorizations potentially could be either
advantageous or disadvantageous to the Fund, they will be effected only when the
Advisor believes that to do so will be in the best interest of the Fund. When
such concurrent authorizations occur, the objective will be to allocate the
executions in a manner which is deemed equitable to the accounts involved,
including the Fund and the other series of the Investment Company.

The Fund contemplates purchasing foreign equity and/or fixed-income securities
in over-the-counter markets or stock exchanges located in the countries in which
the respective principal offices of the issuers of the various securities are
located, if that is the best available market. Fixed commissions on foreign
stock transactions and transaction costs with respect to foreign fixed-income
securities are generally higher than negotiated commissions on United States
transactions, although the Fund will endeavor to achieve the best net results on
its portfolio transactions. There is generally less government supervision and
regulation of foreign stock exchanges and brokers than in the United States.
Foreign security settlements may in some instances be subject to delays and
related administrative uncertainties.

Subject to the requirement of seeking the best available prices and executions,
the Advisor may, in circumstances in which two or more broker-dealers are in a
position to offer comparable prices and executions, give preference to
broker-dealers who have provided investment research, statistical, and other
related services to the Advisor for the benefit of the Fund and/or other
accounts served by the Advisor. Such preferences would only be afforded to a
broker-dealer if the Advisor determines that the amount of the commission is
reasonable in relation to the value of the brokerage and research services
provided by that broker-dealer and only to a broker-dealer acting as agent and
not as principal. The Advisor is of the opinion that, while such information is
useful in varying degrees, it is of indeterminable value and does not reduce the
expenses of the Advisor in managing the Fund's portfolio.

HOW TO INVEST

PRICE OF SHARES. The price to be paid by an investor for shares of the Fund,
the public offering price, is based on the net asset value per share which is
calculated once daily as of the earlier of 4:00 p.m. Eastern time or the close
of the regular session of the New York Stock Exchange. The New York Stock
Exchange is currently closed on weekends and on the following holidays: (I) New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, July 4th, Labor Day, Thanksgiving, and Christmas Day; and (ii) the
preceding Friday when any one of those holidays falls on a Saturday or the
subsequent Monday when any one of those holidays falls on a Sunday.

13 FREMONT MUTUAL FUNDS

<PAGE>

to their sale) are valued at fair value as determined in good faith by or
under the direction of the Board of Directors.

4. The value of each security denominated in a currency other than U.S.
dollars will be translated into U.S. dollars at the prevailing market rate
as determined by the Advisor.

5. The Fund's liabilities, including proper accruals of taxes and other
expense items, are deducted from total assets and a net asset figure is
obtained.

6. The net assets so obtained are then divided by the total number of shares
outstanding (excluding treasury shares), and the result, rounded to the
nearest cent, is the net asset value per share.

OTHER INVESTMENT AND REDEMPTION SERVICES

As a condition of this offering, if an order to purchase shares is canceled due
to nonpayment (for example, because of a check returned for "not sufficient
funds"), the person who made the order will be responsible for reimbursing the
Advisor for any loss incurred by reason of such cancellation. If such purchaser
is a shareholder, the Fund shall have the authority as agent of the shareholder
to redeem shares in the shareholder's account for the then-current net asset
value per share to reimburse the Fund for the loss incurred. Such loss shall be
the difference between the net asset value of the Fund on the date of purchase
and the net asset value on the date of cancellation of the purchase. Investors
whose purchase orders have been canceled due to nonpayment may be prohibited
from placing future orders.

TAXES - MUTUAL FUNDS

STATUS AS A "REGULATED INVESTMENT COMPANY." The Fund will be treated under the
Code as a separate entity, and the Fund intends to qualify and elect, and to
continue to qualify, to be treated as a separate "regulated investment company"
under Subchapter M of the Code. To qualify for the tax treatment afforded a
regulated investment company under the Code, the Fund must annually distribute
at least 90% of the sum of its investment company taxable income (generally net
investment income and certain short-term capital gains) and its tax-exempt
interest income (if any), and meet certain diversification of assets and other
requirements of the Code. If the Fund qualifies for such tax treatment, it will
not be subject to federal income tax on the part of its investment company
taxable income and its net capital gain which it distributes to shareholders.
To meet the requirements of the Code, the Fund must (a) derive at least 90% of
its gross income from dividends, interest, payments with respect to securities
loans, and gains from the sale or other disposition of securities or currencies;
(b) diversify its holdings so that, at the end of each fiscal quarter, (i) at
least 50% of the market value of the Fund's total assets is represented by cash,
U.S. Government securities, securities of other regulated investment companies,
and other securities, limited, in respect of any one issuer, to an amount not
greater than 5% of the Fund's total assets and 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its total
assets is invested in the securities of any one issuer (other than U.S.
Government securities or the securities of other regulated investment
companies), or in two or

FREMONT MUTUAL FUNDS 14

<PAGE>

more issuers which the Fund controls and which are engaged in the same or
similar trades or businesses. Income and gain from investing in gold or other
commodities will not qualify in meeting the 90% gross income test.

Even though the Fund intends to qualify as a "regulated investment company," it
may be subject to certain federal excise taxes unless the Fund meets certain
additional distribution requirements. Under the Code, a nondeductible excise
tax of 4% is imposed on the excess of a regulated investment company's "required
distribution" for the calendar year over the "distributed amount" for such
calendar year. The term "required distribution" means the sum of (i) 98% of
ordinary income (generally net investment income) for the calendar year, (ii)
98% of capital gain net income (both long-term and short-term) for the one-year
period ending on October 31 of such year, and (iii) the sum of any untaxed,
undistributed net investment income and net capital gains of the regulated
investment company for prior periods. The term "distributed amount" generally
means the sum of (I) amounts actually distributed by the Fund from its current
year's ordinary income and capital gain net income and (ii) any amount on which
the Fund pays income tax for the year. The Fund intends to meet these
distribution requirements to avoid the excise tax liability.

DISTRIBUTIONS OF NET INVESTMENT INCOME. Dividends from net investment income
(including net short-term capital gains) are taxable as ordinary income.
Shareholders will be taxed for federal income tax purposes on dividends from the
Fund in the same manner whether such dividends are received as shares or in
cash. To the extent that dividends received by the Fund would qualify for the
dividends received deduction available to corporations, the Fund must designate
in a written notice to shareholders the amount of the Fund's dividends that
would be eligible for this treatment. In order to qualify for the dividends
received deduction, a corporate shareholder must hold the Fund's shares paying
the dividends, upon which a dividend received deduction would be based, for at
least 46 days without protection from risk of loss. Similar requirements apply
to the Fund with respect to each qualifying dividend the Fund receives.

NET CAPITAL GAINS. Any distributions designated as being made from the Fund's
net capital gains will be taxable as long-term capital gains or mid-term capital
gains, as the case may be, regardless of the holding period of the shareholders
of the Fund's shares. Shareholders are advised to consult their tax advisor
regarding application of these rules to their particular circumstances.

Although not expected, it is possible that the Fund would invest in shares of a
foreign entity that is classified for U.S. tax purposes as a passive foreign
investment company ("PFIC"). If the Fund makes such an investment, the Fund may
elect to mark its PFIC shares to market for tax purposes annually. Such marking
to market may cause the Fund to realize gains which will be treated as ordinary
income and which will have t be distributed in accordance with applicable
distribution requirements even though the Fund does not receive cash income with
respect to those PFIC shares in that tax period. In the future, under new
federal tax legislation, marking to market may cause the Fund to realize losses
which may reduce the amount of income available for distribution to
shareholders. If the Fund elects not to mark its PFIC shares to market, the
Fund may become subject to tax and interest charges with respect to its PFIC
share gains.

15 FREMONT MUTUAL FUNDS

<PAGE>

imposed by foreign countries generally at rates from 10% to 40% which would
reduce the Fund's investment income. Tax conventions between certain countries
and the United States may reduce or eliminate such taxes. It is not anticipated
that shareholders will be entitled to a foreign tax credit or deduction for such
foreign taxes.

ADDITIONAL INFORMATION

LEGAL OPINIONS. The validity of the shares of common stock offered hereby will
be passed upon by Paul, Hastings, Janofsky & Walker LLP, 345 California Street,
San Francisco, California 94104. In addition to acting as counsel to the
Investment Company, Paul, Hastings, Janofsky & Walker LLP has acted and may
continue to act as counsel to the Advisor and its affiliates in various matters.

Historical annual returns of various market indices may be used to represent the
returns of various asset classes as follows:

(1) U.S. Stocks: Standard & Poor's 500 Index;

(2) Foreign Stocks: Morgan Stanley Europe, Australia and Far East (EAFE) Index;

(3) Intermediate U.S. Bonds: Lehman Brothers Intermediate Government/Corporate
Bond Index;

(4) Foreign Bonds: Salomon Brothers Non-U.S. Dollar Bond Index; and

(5) Money Market Securities: 1980-1986, 90 day U.S. Treasury Bill rate:
1987-1992 Donoghue First Tier Money Market Fund Average.

The total returns for the above indices for the years 1980 through 1996 are as
follows (source: Fremont Investment Advisors, Inc.):

- --------------------------------------------------------------------------------
U.S. Foreign Intermediate Foreign Money Market
Stocks Stocks U.S. Bonds Bonds Securities
- --------------------------------------------------------------------------------
1980 32.4% 4.4% 6.4% 14.2% 11.8%
1981 -5.0% -1.0% 10.5% -4.6% 16.1%
1982 21.3% -0.9% 26.1% 11.9% 10.7%
1983 22.3% 24.6% 8.6% 4.4% 8.6%
1984 6.3% 7.9% 14.4% -1.9% 10.0%
1985 31.8% 57.6% 18.1% 35.0% 7.5%
1986 18.7% 70.0% 13.1% 31.4% 5.9%
1987 5.1% 24.9% 3.7% 35.2% 6.0%
1988 16.8% 28.8% 6.7% 2.4% 6.9%
1989 31.4% 11.1% 12.8% -3.4% 8.5%
1990 -3.2% -23.0% 9.2% 15.3% 7.5%
1991 30.6% 12.9% 14.6% 16.2% 5.5%
1992 7.7% -11.5% 7.2% 4.8% 3.3%
1993 10.0% 33.3% 8.8% 15.1% 2.6%
1994 1.3% 8.1% -1.9% 6.0% 3.6%
1995 37.5% 11.2% 15.3% 19.6% 5.3%
1996 23.0% 6.1% 4.1% 4.5% 4.8%
- --------------------------------------------------------------------------------

The Investment Company offers shares in twelve additional series under separate
Prospectuses and Statements of Additional Information.

FREMONT MUTUAL FUNDS 16

<PAGE>

INVESTMENT RESULTS

The Investment Company may from time to time include information on the
investment results of the Fund in advertisements or in reports furnished to
current or prospective shareholders.

The average annual rate of return ("T") for a given period is computed by using
the redeemable value at the end of the period ("ERV") of a hypothetical initial
investment of $1,000 ("P") over the period in years ("n") according to the
following formula as required by the SEC:

P(1+T)n = ERV

The Fund's investment results will vary from time to time depending upon market
conditions, the composition of the Fund's portfolio, and operating expenses of
the Fund, so that current or past total return should not be considered
representations of what an investment in the Fund may earn in any future period.
These factors and possible differences in the methods used in calculating
investment results should be considered when comparing the Fund's investment
results with those published for other investment companies and other investment
vehicles. The Fund's results also should be considered relative to the risks
associated with the Fund's investment objective and policies.

The Investment Company may from time to time compare the investment results of
the Fund with, or refer to, the following:

(3) Statistics reported by Lipper Analytical Services, Inc., which ranks mutual
funds by overall performance, investment objectives, and assets.

(4) Standard & Poor's A500" Index, which is a widely recognized index composed
of the capitalization-weighted average of the price of 500 large publicly
traded U.S. common stocks.