FREMONT MUTUAL FUNDS INC
N-30D, 1998-06-24
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FREMONT MUTUAL FUNDS, INC.(R)
INSTITUTIONAL
U.S. MICRO-CAP FUND
SEMI-ANNUAL REPORT

[GRAPHIC]

April 30, 1998

Fremont
 Funds [LOGO]

<PAGE>

- --------------------------------------------------------------------------------
                                 FREMONT FUNDS
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

Fund Profile and Letter to Shareholders
Fremont Institutional U.S. Micro-Cap Fund ..................................   1

Statement of Investments
Fremont Institutional U.S. Micro-Cap Fund ..................................   3

Combined Financial Statements
Statement of Assets and Liabilities ........................................   5
Statement of Operations ....................................................   6
Statement of Changes in Net Assets .........................................   7

Financial Highlights .......................................................   7

Notes to Financial Statements ..............................................   8

<PAGE>

- --------------------------------------------------------------------------------
                                 FREMONT FUNDS
- --------------------------------------------------------------------------------

FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
Robert E. Kern, Portfolio Manager
Kern Capital Management LLC

[PHOTO]
Robert E. Kern

- ------------
FUND PROFILE
- ------------
The U.S.  micro-cap  stock  market  (stocks with market  capitalizations  in the
bottom   5%   of   the   equities    market)   is   a   breeding    ground   for
entrepreneurially-managed  companies with  exceptional  growth  prospects.  With
minimal Wall Street research coverage and low institutional ownership, micro-cap
stocks  represent the least efficient  sector of the domestic  equities  market.
This  inefficiency   creates   attractive   investment   opportunities  for  the
research-driven  stock pickers managing the Fremont Institutional U.S. Micro-Cap
Fund.

     Since the investment potential of micro-cap stocks is largely determined by
the business  prospects  for  individual  companies  rather than  macro-economic
trends,  the Fund's  focus is on  bottom-up  stock  selection.  Fund  management
analyzes financial statements,  the company's  competitive  position,  and meets
with key corporate  decision makers to discuss strategies for future growth. The
Fund's  goal  is to find  "winners"  early  in  their  growth  cycle  and,  more
importantly, to minimize fundamental investment mistakes.

     Successful micro-cap investing also involves minimizing  transaction costs.
The Fund's  experienced senior trader,  Michael Murphy,  works hand-in-hand with
the portfolio management team to execute strategies that will enhance the Fund's
performance.

     Robert  E.  Kern  is  nationally   recognized  as  a  pioneer  and  leading
practitioner of micro-cap research and portfolio management.

To Our Shareholders,

     For the six months ended April 30, 1998,  the Fund returned  7.22% compared
to the Russell 2000's 11.88% gain.

     We are disappointed,  but not discouraged, by the Fund's performance during
this reporting period.  Although we have posted competitive performance relative
to our  benchmark  in the  first  four  months of 1998,  we lagged  the index in
November/December  1997. The primary  culprit was our technology  holdings.  The
technology  stock  group  was hit hard in  October  on the  heels  of the  Asian
currency  crisis.  While many of the  larger  technology  stocks  have done well
recently, the Fund's technology invest-

- --------------------------------------------------------------------------------
FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND INVESTMENT RETURNS

                                 ANNUAL RETURNS

                     05/01/88-10/31/88*          -1.66%
                     11/01/88-10/31/89          +25.28%
                     11/01/89-10/31/90          -10.25%
                     11/01/90-10/31/91          +84.70%
                     11/01/91-10/31/92           -0.65%
                     11/01/92-10/31/93          +42.08%
                     11/01/93-10/31/94          -10.62%
                     11/01/94-10/31/95          +29.21%
                     11/01/95-10/31/96          +41.99%
                     11/01/96-10/31/97          +34.19%
                     11/01/97- 4/30/98*          +7.22%

                               GROWTH OF $10,000+

[GRAPHIC OMITTED]

Comparison  of the change in value since May 1, 1998 of a $10,000  investment in
the Fremont Institutional U.S. Micro-Cap Fund and the Russell 2000 Index.

                                                            4/30/98
                                                            -------
Fremont Institutional U.S. Micro-Cap Fund                   $68,013
Russell 2000 Index                                          $39,257

* Unannualized

+ Assumes  initial  investment  of  $10,000  on May 1,  1988.  Performance  data
illustrated  is  historical.  Past  performance  is  not  predictive  of  future
performance.  Share  price  and  return  will vary so that a gain or loss may be
realized when shares are sold. All  performance  figures assume  reinvestment of
dividends.  Performance  for  the  Fremont  Institutional  U.S.  Micro-Cap  Fund
reflects the performance of the post-venture fund of Fund A of the Bechtel Trust
& Thrift--whose  assets were  transferred  into the Fremont  Institutional  U.S.
Micro-Cap Fund on 8/6/97, net of actual fees and expenses. The post-venture fund
imposed  higher fees and expenses  than that of the Fremont  Institutional  U.S.
Micro-Cap  Fund  and  was  not  registered  with  the  Securities  and  Exchange
Commission and therefore was not subject to the investment  restrictions imposed
on registered  mutual funds.  Management fees and other expenses are included in
the Fund's performance;  however,  fees and expenses are not incorporated in the
Russell 2000 Index.

                                                                               1
<PAGE>

- --------------------------------------------------------------------------------
                                 FREMONT FUNDS
- --------------------------------------------------------------------------------

ments have underperformed.  In addition,  earnings disappointments have hurt the
Fund's overall performance.

     Since the Institutional U.S. Micro Cap Fund was introduced as a mutual fund
just seven  months ago,  shareholders  may not be aware of our long history with
the Bechtel Corporation Profit Sharing Retirement Plan--by far the Fund's single
largest shareholder. The charts on the previous page show the performance of the
micro-cap  portfolio  in the  Bechtel  Plan for the nine plus years prior to the
inception of the Fremont  Institutional  U.S.  Micro-Cap Fund on August 4, 1997.
Under our  stewardship,  the plan's  micro-cap  portfolio  enjoyed  very  strong
absolute and relative returns. Bechtel has been very supportive during this long
relationship and we believe this will continue in the future.

     Regarding the broad micro-cap  market,  we have been undergoing a period in
which "big" has been beautiful.  The Dow and S&P 500 have  outperformed mid- and
small cap indices.  Within the small cap sector  itself,  larger  companies have
excelled  relative to smaller ones.  During first quarter 1998,  the 100 largest
companies on NASDAQ  returned  23.2%  compared to the NASDAQ  Composite's  16.9%
gain. Gains in big small cap companies,  if you will forgive the oxymoron,  have
given investors  little  incentive to move down the  capitalization  ladder into
micro-caps. We don't know when this will change.

     We do think we have a  portfolio  of  excellent  small  companies  in which
favorable business  developments will, over the longer term, impact stock prices
more  than  macro-economic  or  stock  market  trends.  We offer  the  following
examples:

     Orckit  Communications  has developed  proprietary  digital subscriber line
(xDSL)  technology  for  improving  the  capacity of copper  telephone  lines to
transmit  digital  information.  This  technology  is designed  to provide  what
everyone wants-a faster internet.  GTE recently announced it has chosen Orckit's
technology. This win, combined with other successes in the international market,
is a very strong  endorsement from leading  communications  companies around the
world.  Judging from the stock's current price, Wall Street does not yet know or
care about Orckit. We expect this to change.

     Star Buffet is a tiny ($90 million market cap) restaurant  company spun off
from CKE  Restaurants.  The buffet style  restaurant field has been very crowded
and the marginal competitors have been struggling.  Star Buffet has been picking
them off at very  cheap  prices.  They clean them up,  install  new  management,
generate cost  efficiencies  through  purchasing  clout, and start making money.
Star Buffet management wants to build a big profitable company and we think they
are going to succeed.

     NuCO2 is attempting to revolutionize its industry.  The carbon dioxide used
in beverage  dispensers in bars and restaurants has traditionally been delivered
in small,  but very  heavy  high  pressure  cylinders.  These are  expensive  to
transport to sites and retrieve for refilling,  take up valuable  storage space,
and are inconvenient for restaurant  workers to change when they run out of gas.
NuCO2 provides bulk tanks of carbon dioxide for carbonated beverage  dispensers.
This service reduces the hassle for restaurant  owners and through an aggressive
acquisition program, NuCO2 has developed a strong national franchise. Management
is now  emphasizing  improving  profitability  and we anticipate  the stock will
start to reflect this change.

     In closing,  we are not pleased  with the Fund's  return in this  reporting
period.  Going  forward,  we plan on doing what we've always  done-work  hard to
identify small companies with big growth  potential.  We remain confident in our
ability  to do so and to provide  long-term  "value-added"  performance  for the
Fund's shareholders.

     Sincerely,

     /S/ Robert E. Kern

     Robert E. Kern
     Portfolio Manager
     Fremont Institutional U.S. Micro-Cap Fund

2
<PAGE>

                   FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
                           April 30, 1998 (Unaudited)
- --------------------------------------------------------------------------------

STATEMENT OF INVESTMENTS IN SECURITIES AND NET ASSETS
                                                                       Value
    Shares   Security Description                                     (Note 1)
- --------------------------------------------------------------------------------

STOCKS   84.1%
BUSINESS EQUIPMENT & SERVICES   17.6%

*   60,000   Able Telecom Holding Corp.                             $    746,250
*   58,600   AmeriLink Corp.                                           1,355,125
*   29,600   Arguss Holdings, Inc.                                       527,250
*    7,000   DA Consulting Group, Inc.                                   123,375
*   85,000   Hospitality Worldwide Services                              823,438
*   49,050   International Total Services, Inc.                          999,394
*   39,000   Market Facts, Inc.                                          897,000
*   96,600   NuCO2, Inc.                                               1,074,675
*   47,700   Pentacon, Inc.                                              632,025
*   27,000   Rental Service Corp.                                        784,688
*  139,500   Richey Electronics, Inc.                                  1,325,250
*   10,150   Specialty Teleconstructors, Inc.                            378,088
*   45,500   UOL Publishing, Inc.                                        494,813
*  107,100   Warrantech Corp.                                            702,844
                                                                    ------------
                                                                      10,864,215
                                                                    ------------
CAPITAL GOODS   6.2%

*    7,000   AFC Cable Systems, Inc.                                     243,250
*   96,000   AVTEAM, Inc.                                              1,032,000
*  100,000   Channell Commercial Corp.                                 1,156,250
*   62,500   IMPCO Technologies, Inc.                                    781,250
*   80,000   Miller Industries, Inc.                                     630,000
                                                                    ------------
                                                                       3,842,750
                                                                    ------------
CONSUMER DURABLES   0.1%

     1,800   Craftmade International, Inc.                                27,450
                                                                    ------------
                                                                          27,450
                                                                    ------------
CONSUMER NON-DURABLES   6.8%

*   43,900   Il Fornaio (America) Corp.                                  592,650
*   33,400   RARE Hospitality International, Inc.                        434,200
*   56,000   Star Buffet, Inc.                                           896,000
*   56,000   Steven Madden Ltd.                                          570,500
*  117,500   Taco Cabana, Inc.                                           778,438
*   25,100   Tefron Ltd.                                                 672,994
*    8,800   USANA, Inc.                                                 239,800
                                                                    ------------
                                                                       4,184,582
                                                                    ------------
CONSUMER SERVICES   9.1%

*  108,700   Alliance Gaming Corp.                                       512,928
*   47,650   American Classic Voyages Co.                              1,036,388
*   39,000   Cinar Films, Inc. (Class B)                                 750,750
*   63,100   Movie Gallery, Inc.                                         504,800
*   60,000   Precision Auto Care, Inc.                                   645,000
*   23,300   Royal Olympic Cruise Lines, Inc.                            428,138
*   24,385   Saga Communications, Inc. (Class A)                         556,283
*   17,300   Servico, Inc.                                               337,350
*   35,600   Silverleaf Resorts, Inc.                                    845,500
                                                                    ------------
                                                                       5,617,137
                                                                    ------------

                                                                       Value
    Shares   Security Description                                     (Note 1)
- --------------------------------------------------------------------------------

ENERGY   2.2%

*   34,800   KTI, Inc.                                              $    643,800
*   66,800   TransCoastal Marine Services, Inc.                          768,200
                                                                    ------------
                                                                       1,412,000
                                                                    ------------
HEALTH CARE   6.2%

*    7,050   Advance Paradigm, Inc.                                      281,119
*   59,200   Cytyc Corp.                                                 858,400
*   61,500   Del Global Technologies Corp.                               753,375
*   28,400   Gene Logic, Inc.                                            230,750
*  123,000   Genelabs Technologies, Inc.                                 445,875
*   10,000   Horizon Medical Products, Inc.                              148,750
*   60,000   Intensiva Healthcare Corp.                                  487,500
*   16,000   Monarch Dental Corp.                                        262,000
*   12,600   Perclose, Inc.                                              382,725
                                                                    ------------
                                                                       3,850,494
                                                                    ------------
RAW MATERIALS   1.1%

    50,000   Northern Technologies International                         415,625
*   23,300   Scheid Vineyards, Inc. (Class A)                            227,175
                                                                    ------------
                                                                         642,800
                                                                    ------------
RETAIL   10.0%

*   21,000   A.C. Moore Arts & Crafts, Inc.                              399,000
*   67,000   Chico's Fas, Inc.                                           619,750
    34,500   Delta Woodside Industries, Inc.                             209,156
*   27,200   Elder-Beerman Stores Corp.                                  734,400
*   24,400   Finlay Enterprises, Inc.                                    667,950
*   18,600   Gadzooks, Inc.                                              488,250
*   31,100   Garden Ridge Corp.                                          594,788
*    4,200   Genesco, Inc.                                                71,138
*   58,500   Media Arts Group, Inc.                                    1,418,625
*   79,750   Successories, Inc.                                          438,625
*   19,800   Tractor Supply Co.                                          509,850
*    2,100   Urban Outfitters, Inc.                                       34,388
                                                                    ------------
                                                                       6,185,920
                                                                    ------------
TECHNOLOGY (COMPONENTS)   9.7%

*   40,300   Anaren Microwave, Inc.                                      730,438
*   79,100   Ancor Communications, Inc.                                  474,600
*   85,700   Interlink Electronics, Inc.                                 428,500
*   11,200   Micrel, Inc.                                                439,600
*  155,100   Orckit Communications Ltd.                                3,208,631
*  110,200   Southwall Technologies, Inc.                                674,975
                                                                    ------------
                                                                       5,956,744
                                                                    ------------
TECHNOLOGY (EQUIPMENT)   1.8%

*   45,000   Barringer Technologies, Inc.                                540,000
*   26,900   Integrated Process Equipment Corp.                          489,244
*   15,900   Schmitt Industries, Inc.                                     99,375
                                                                    ------------
                                                                       1,128,619
                                                                    ------------

* Non-income producing securities
  The accompanying notes are an integral part of these financial statements.

                                                                               3
<PAGE>

                   Fremont Institutional U.s. Micro-cap Fund
                           April 30, 1998 (Unaudited)
- --------------------------------------------------------------------------------

STATEMENT OF INVESTMENTS IN SECURITIES AND NET ASSETS
                                                                       Value
    Shares   Security Description                                     (Note 1)
- --------------------------------------------------------------------------------

TECHNOLOGY (SOFTWARE)   13.3%

*   90,000   Acclaim Entertainment, Inc.                            $    686,250
*   14,600   Broadvision, Inc.                                           270,100
*   20,500   Credit Management Solutions, Inc.                           151,186
*   21,300   Document Sciences Corp.                                      69,890
*   42,700   Geoworks Corp.                                              202,824
*    1,800   Go2net, Inc.                                                 48,600
*   93,400   ISG International Software Group Ltd.                       957,350
*   95,700   MDSI Mobile Data Solutions, Inc.                          1,459,423
*   49,800   OrCAD, Inc.                                                 498,000
*  128,500   Peerless Systems Corp.                                    2,256,780
*   25,600   Peregrine Systems, Inc.                                     617,600
*   29,600   Template Software, Inc.                                     344,100
*    9,900   TSI International Software Ltd.                             217,800
*  147,200   V-One Corp.                                                 432,400
                                                                    ------------
                                                                       8,212,303
                                                                    ------------

TOTAL STOCKS  (Cost $50,871,607)                                      51,925,014
                                                                    ------------

Shares/Face Amount/Issuer/Discount Rate/Stated Maturity
- --------------------------------------------------------------------------------

SHORT-TERM SECURITIES   16.6%

     55,056   Benchmark Funds-Diversified Assets Portfolio                55,056
$10,200,000   Federal Home Loan Mortgage Corp.
                Discount Note, 5.450%, 05/01/98                       10,200,000
                                                                    ------------
TOTAL SHORT-TERM SECURITIES (Cost $10,255,056)                        10,255,056
                                                                    ------------
TOTAL INVESTMENTS (Cost $61,126,663), 100.7%                          62,180,070

OTHER ASSETS AND LIABILITIES, NET, (0.7)%                              (411,117)
                                                                    ------------
NET ASSETS, 100.0%                                                  $ 61,768,953
                                                                    ============

* Non-income producing securities
  The accompanying notes are an integral part of these financial statements.

4
<PAGE>

                    FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
                           April 30, 1998 (Unaudited)
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
(All numbers in thousands except net asset value per share)

Assets:
   Investments in securities at cost                                  $  61,127
                                                                      =========
   Investments in securities at value (Note 1)                           62,180
   Dividends and interest receivable                                         25
   Receivable for securities sold                                         1,439
   Receivable from sale of fund shares                                      874
   Unamortized organization costs (Note 3)                                   18
                                                                      ---------
      Total assets                                                       64,536
                                                                      ---------
Liabilities:
   Payable for securities purchased                                       2,677
   Accrued expenses:
      Investment advisory, administrative and
        shareholder servicing fees                                           78
      Other                                                                  12
                                                                      ---------
      Total liabilities                                                   2,767
                                                                      ---------
Net assets                                                            $  61,769
                                                                      =========
Net assets consist of:
   Paid in capital                                                    $  53,500
   Undistributed net investment loss                                        (82)
   Unrealized appreciation on investments                                 1,053
   Accumulated net realized gain                                          7,298
                                                                      ---------
Net assets                                                            $  61,769
                                                                      =========
Shares of capital stock outstanding                                       6,050
                                                                      =========
Net asset value per share                                             $   10.21
                                                                      =========

The accompanying notes are an integral part of these financial statements.

                                                                               5
<PAGE>

                   FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
                           April 30, 1998 (Unaudited)
- --------------------------------------------------------------------------------

STATEMENT OF OPERATIONS
(All numbers in thousands)


Investment Income:
   Interest                                                           $     232
   Dividends                                                                 10
                                                                      ---------
      Total income                                                          242
                                                                      ---------
Expenses:
   Investment advisory and administrative fees (Note 2)                     297
   Shareholder servicing fees                                                14
   Custody fees                                                              11
   Accounting fees                                                           10
   Audit and legal fees                                                       9
   Directors' fees (Note 2)                                                   3
   Registration fees                                                          9
   Other                                                                      9
                                                                      ---------
      Total expenses before reductions                                      362
      Expenses waived and/or reimbursed by Advisor (Note 2)                 (38)
                                                                      ---------
         Total net expenses                                                 324
                                                                      ---------
            Net investment loss                                             (82)
                                                                      ---------
Realized and unrealized gain (loss) from investments:
   Net realized gain from investments                                     7,304
   Net unrealized depreciation on investments                            (3,231)
                                                                      ---------
      Net realized and unrealized gain from investments                   4,073
                                                                      ---------
         Net increase in net assets resulting from operations         $   3,991
                                                                      =========

The accompanying notes are an integral part of these financial statements.

6
<PAGE>

                    FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
                           April 30, 1998 (Unaudited)
- --------------------------------------------------------------------------------

STATEMENT OF CHANGES IN NET ASSETS
(All numbers in thousands)
<TABLE>
<CAPTION>
                                                        (Unaudited)        Period from
                                                     Six Months ended   August 4, 1997 to
                                                      April 30, 1998    October 31, 1997
                                                      --------------    ----------------
Increase (decrease) in net assets:                                         
   From operations:                                                        
<S>                                                      <C>                <C>       
      Net investment loss                                $     (82)         $     (20)
      Net realized gain from investments                     7,304              2,498
      Net unrealized depreciation on investments            (3,231)            (2,226)
                                                         ---------          --------- 
         Net increase in net assets from operations          3,991                252
                                                         ---------          --------- 
   Distributions to shareholders from:                                     
      Net realized gains                                    (1,255)            (1,229)
                                                         ---------          --------- 
         Total distributions to shareholders                (1,255)            (1,229)
                                                         ---------          --------- 
   From capital share transactions:                                        
      Proceeds from shares sold (Note 2)                    25,847             40,322
      Payments for shares redeemed                          (8,499)                -- 
      Reinvested dividends                                   1,140              1,200
                                                         ---------          --------- 
         Net increase in net assets                                              
           from capital share transactions                  18,488             41,522
                                                         ---------          --------- 
      Net increase in net assets                            21,224             40,545

Net assets at beginning of period                           40,545                 -- 
                                                         ---------          --------- 
Net assets at end of period                              $  61,769          $  40,545
                                                         =========          =========
Capital transactions in shares:                                            
   Sold (Note 2)                                             2,643              4,022
   Redeemed                                                   (865)                -- 
   Reinvested dividends                                        127                123
                                                         ---------          --------- 
      Net increase from capital share transactions           1,905              4,145
                                                         =========          =========
</TABLE>
                                                                     
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                           (Unaudited)          Period from
                                                         Six Months ended     August 4, 1997 to
                                                          April 30, 1998      October 31, 1997
                                                          --------------      ----------------
Selected Per Share Data
  for one share outstanding during the period
<S>                                                          <C>                  <C>      
   Net asset value, beginning of period                      $    9.78            $   10.00
                                                             ---------            ---------
   Income from Investment Operations                          
      Net investment loss                                         (.01)                  --
      Net realized and unrealized gain                             .68                  .09
                                                             ---------            ---------
         Total investment operations                               .67                  .09
                                                             ---------            ---------
   Less Distributions
      From net realized gains                                     (.24)                (.31)
                                                             ---------            ---------
         Total distributions                                      (.24)                (.31)
                                                             ---------            ---------
   Net asset value, end of period                            $   10.21            $    9.78
                                                             =========            =========
Total Return 1                                                    7.22%                0.90%

Ratios and Supplemental Data                                                     
   Net assets, end of period (000s omitted)                  $  61,769            $  40,545
   Ratio of net expenses to average net assets 2                  1.25%*               1.25%*
   Ratio of gross expenses to average net assets 2                1.40%*               1.49%*
   Ratio of net investment loss to average net assets 2          (0.31)%*             (0.21)%*
   Portfolio turnover rate                                          91%                  28%
   Average commission rate paid                              $   .0525            $   .0521
</TABLE>
                                                                           

1 Total  return  would  have  been  lower  had the  advisor  not  waived  and/or
  reimbursed expenses.
2 See Note 2 of "Notes to Financial Statements."
* Annualized

The accompanying notes are an integral part of these financial statements.

                                                                               7
<PAGE>

                   FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
           Notes to Financial Statements - April 30, 1998 (Unaudited)
- --------------------------------------------------------------------------------

1. SIGNIFICANT ACCOUNTING POLICIES

      Fremont  Mutual  Funds,  Inc.  (the  "Investment  Company") is an open-end
      investment  company  authorized to issue ten billion  shares of $.0001 par
      value  capital  stock.  These  shares are  currently  offered in  thirteen
      series, one of which, the Institutional U.S. Micro-Cap Fund (the Fund), is
      covered by this  report.  The Fund has its own  investment  objective  and
      policies and operates as a separate mutual fund.

      Significant  accounting  policies  followed by the Fund are in  conformity
      with generally accepted accounting principles for investment companies and
      are summarized below.

   A. Security Valuation

      Investments,  including  options,  are stated at value  based on  recorded
      closing  sales on a national  securities  exchange or, in the absence of a
      recorded  sale, at the mean between the last reported bid and asked prices
      or at fair value as determined by the Board of Directors. Short-term notes
      and similar  securities  are included in  investments  at amortized  cost,
      which approximates value. Securities which are primarily traded on foreign
      exchanges are generally valued at the closing values of such securities on
      their  respective  exchanges or the most recent price  available  where no
      closing value is available.

   B. Security Transactions

      Security  transactions are accounted for as of trade date.  Realized gains
      and  losses  on  security  transactions  are  determined  on the  basis of
      specific  identification  for both financial  statement and federal income
      tax purposes.

   C. Investment Income, Expenses and Distributions

      Dividends  are  recorded  on the  ex-dividend  date.  Interest  income and
      estimated  expenses  are  accrued  daily.  Bond  discount  and premium are
      amortized  as  required  by  the  Internal   Revenue   Code,  as  amended.
      Distributions  to shareholders  are recorded on the ex-dividend  date. The
      Investment  Company  accounts  for the  assets  of the Fund and  allocates
      general  expenses  of the  Investment  Company  to the Fund based upon the
      relative  net assets of the Fund or the nature of the  services  performed
      and their applicability to the Fund.

   D. Income Taxes

      The  Fund's  policy is to comply  with the  requirements  of the  Internal
      Revenue  Code  applicable  to  regulated   investment   companies  and  to
      distribute  all  taxable  income and net capital  gains,  if any, to share
      holders.  Therefore,  no income tax  provision  is  required.  The Fund is
      treated as a separate entity in the  determination  of compliance with the
      Internal  Revenue  Code and  distributes  taxable  income and net realized
      gains, if any, in accordance with schedules described in the prospectus.

      Income dividends and capital gain  distributions  paid to shareholders are
      determined in accordance with income tax regulations which may differ from
      generally accepted accounting  principles and, therefore,  may differ from
      the information presented in the financial  statements.  These differences
      are generally referred to as "book/tax"  differences and are primarily due
      to  differing  treatments  for  losses  deferred  due to wash sale  rules,
      classification  of  gains/losses  related to certain  futures  and options
      transactions.

      Permanent book/tax  differences causing payments to shareholders of income
      dividends which are in excess of the net investment income reported in the
      financial  statements  will result in  reclassification  of such excess to
      paid in  capital  from  undistributed  net  investment  income.  Temporary
      book/tax  differences,  which will reverse in subsequent periods, will not
      be reclassified  and will remain in undistributed  net investment  income.
      Any taxable  income or gain remaining at fiscal year end is distributed in
      the following year.

   E. Accounting Estimates

      The  preparation  of financial  statements  in accordance  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions  that affect the reported amounts of assets and liabilities at
      the date of the financial statements and the amounts of income and expense
      during the  reporting  period.  Actual  results  could  differ  from those
      estimates.

2. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

      Investment Advisor

      The Fund has entered  into an  investment  management  and  administrative
      services agreement with Fremont Investment Advisors, Inc. (the Advisor), a
      majority-owned subsidiary of Fremont Investors, Inc. Under this agreement,
      the Advisor supervises and implements the Fund's investment activities and
      provides  administrative  services as necessary to conduct Fund  business.
      For its  advisory  and  administrative  services,  the Advisor  receives a
      management  fee based on the  average  daily net  assets of the Fund at an
      annual rate of 1.15%.

      The Advisor  has agreed to limit the Fund's  total  operating  expenses to
      1.25% of average daily net assets.  The Fund may reimburse the Advisor for
      any  reductions in the Fund's  expenses  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.  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  payment is probable.  The Advisor has not
      recouped $22,911 of prior period expense waivers and  reimbursements as of
      April 30, 1998.

8
<PAGE>

                   FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
           Notes to Financial Statements - April 30, 1998 (Unaudited)
- --------------------------------------------------------------------------------

      Ratios of expenses have been disclosed both before and after the impact of
      these various  waivers and/or  reimbursements  under the Fund's  Financial
      Highlights table.

      The Fund is also required to comply with the  limitations set forth in the
      laws,  regulations,  and  administrative  interpretations of the states in
      which it is  registered.  For the six  months  ended  April 30,  1998,  no
      reimbursements  were required or made to the Fund by the Advisor to comply
      with these limitations.

      Other Related Parties

      At April 30, 1998,  Fremont Investors,  Inc. and its affiliated  companies
      including their employee  retirement plans, its principal  shareholder and
      members of his family,  including  trusts,  owned  directly or  indirectly
      approximately 79% of the Fund.

      On August 6, 1997,  the Fund  commenced  operations  upon the  transfer of
      assets  from a  separate  account of an  employee  retirement  plan.  This
      transfer was  accomplished by a tax-free  exchange of 3,785,450  shares of
      the Fund for  investments  with a market value and cost of $37,854,505 and
      $31,344,942, respectively.

      Certain  officers  and/or  directors of the Fund are also officers  and/or
      directors  of the  Advisor  and/or  Fremont  Investors,  Inc.  None of the
      officers and/or directors so affiliated receive  compensation for services
      as officers and/or directors of the Fund.

3. ORGANIZATION COSTS

      Costs  incurred by the Fund, if any, in connection  with its  organization
      have been  deferred  and are  amortized  on a  straight-line  basis over a
      period of five years (60 months).

4. PURCHASES AND SALES OF INVESTMENT SECURITIES

      Aggregate  purchases and aggregate  proceeds from sales of securities  for
      the six months ended April 30, 1998 were as follows:

                                         Purchases         Proceeds
                                         ---------         --------
            Long-term securities:       $52,890,809      $39,824,226

5. PORTFOLIO CONCENTRATIONS

      Although  the Fund  has a  diversified  investment  portfolio,  there  are
      certain investment  concentrations of risk which may subject the Fund more
      significantly  to  economic  changes  occurring  in  certain  segments  or
      industries.

6. UNREALIZED APPRECIATION (DEPRECIATION) - TAX BASIS

      At April 30, 1998,  the cost of securities for federal income tax purposes
      was  $61,133,669  and the net unrealized  appreciation  based on that cost
      were as follows:


         Unrealized appreciation        $   5,922,217
         Unrealized depreciation           (4,875,816)
                                        -------------
         Net unrealized appreciation    $   1,046,401
                                        =============

                                                                               9
<PAGE>

Fremont
  Funds [LOGO]

50 Beale Street, Suite 100
San Francisco, CA  94105

www.fremontfunds.com


This report, including the statement of investments and financial statements, is
submitted for the general  information  of the  shareholders  of Fremont  Mutual
Funds, Inc. This report is not authorized for distribution,  and may not be used
as sales literature, unless preceded or accompanied by a prospectus.

      Distributed by First Fund Distributors, Inc., San Francisco, CA 94105

BR040-9806



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