FREMONT MUTUAL FUNDS INC, 485APOS, 1998-12-15

FREMONT MUTUAL FUNDS INC
485APOS, 1998-12-15

Previous: FRANKLIN VALUEMARK FUNDS, 497, 1998-12-15

Next: MBNA AMERICA BANK NATIONAL ASSOCIATION, 8-K, 1998-12-15

File Nos. 33-23453
811-5632
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 33

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 36

FREMONT MUTUAL FUNDS, INC.
(Exact Name of Registration as Specified in Charter)

333 Market Street, Suite 2600
SAN FRANCISCO, CALIFORNIA 94105
(Address of Principal Executive Offices) (Zip Code)

(415) 284-8733
Registrant's Telephone Number, including Area Code:

Tina Thomas, Secretary
Fremont Mutual Funds, Inc.
333 Market Street, Suite 2600
SAN FRANCISCO, CALIFORNIA 94105
(Name and Address of Agent for Service)

copy to:
Julie Allecta
Paul, Hastings, Janofsky & Walker, LLP
345 California Street, 29th floor
SAN FRANCISCO, CA 94104-2635

It is proposed that this filing will become effective (check appropriate box)

[ ] immediately upon filing pursuant to paragraph (b)
[ ] on pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)
[X] on March 1, 1999 pursuant to paragraph (a) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(ii)

================================================================================
<PAGE>
FREMONT MUTUAL FUNDS
CONTENTS OF REGISTRATION STATEMENT

This registration statement contains the following documents:

Facing Sheet
Contents of Registration Statement
Cross-Reference Sheets for the Prospectus containing the following
Fremont Funds:
Fremont Global Fund
Fremont International Growth Fund
Fremont International Small Cap Fund
Fremont Emerging Markets Fund
Fremont Growth Fund
Fremont Select Fund
Fremont U.S. Small Cap Fund
Fremont U.S. Micro-Cap Fund
Fremont Real Estate Securities Fund
Fremont Bond Fund
Fremont California Intermediate Tax-Free Fund
Fremont Money Market Fund
Cross-Reference Sheets for the Prospectus containing the following
Fremont Fund:
Fremont Institutional U.S. Micro-Cap Fund
Part A - Prospectus for the following Fremont Mutual Funds:
Fremont Global Fund
Fremont International Growth Fund
Fremont International Small Cap Fund
Fremont Emerging Markets Fund
Fremont Growth Fund
Fremont Select Fund
Fremont U.S. Small Cap Fund
Fremont U.S. Micro-Cap Fund
Fremont Real Estate Securities Fund
Fremont Bond Fund
Fremont California Intermediate Tax-Free Fund
Fremont Money Market Fund
Part A - Prospectus for the following Fremont Mutual Fund:
Fremont Institutional U.S. Micro-Cap Fund
Part B - Statement of Additional Information for the following Fremont
Mutual Funds:
Fremont Global Fund
Fremont International Growth Fund
Fremont International Small Cap Fund
Fremont Emerging Markets Fund
Fremont Growth Fund
Fremont Select Fund
Fremont U.S. Small Cap Fund
Fremont U.S. Micro-Cap Fund
Fremont Real Estate Securities Fund
Fremont Bond Fund
Fremont California Intermediate Tax-Free Fund
Fremont Money Market Fund
Part B - Statement of Additional Information for the following Fremont
Mutual Fund:
Fremont Institutional U.S. Micro-Cap Fund
Part C - Other Information
Signature Page
Exhibits
<PAGE>
FREMONT MUTUAL FUNDS, INC.
CROSS-REFERENCE SHEET
FORM N-1A

Part A: Information Required in Prospectus (For Combined Prospectus)

Location in the
New N-1A Registration Statement
Item No. Item by Heading
- -------- ---- ----------

1. Front and Back Cover Pages Front and Back Cover Pages

2. Risk/Return Summary: Investment, Risks "Objective and Strategy,"
and Performance "Main Risks," "Performance"
"Comparative Returns,"
"Understanding Investment
Risk"

3. Risk/Return Summary: Fee Table "Fees and Expenses"

4. Investment Objective, Principal "Objective and Strategy,"
Investment Strategies and Related "Main Risks" "Understanding
Risks," Investment Risk"

5. Management's Discussion of Fund "Performance," "Comparative
Performance Returns"

6. Management, Organization and Capital "Portfolio Management,"
Structure "About the Advisor"

7. Shareholder Information "Types of Accounts
Available," How to Invest,"
"How to Sell Your Shares"

8. Distribution Arrangements "Dividends and Distribution"

9. Financial Highlights Information "Financial Highlights"

<PAGE>
FREMONT MUTUAL FUNDS, INC.

CROSS-REFERENCE SHEET
FORM N-1A

PART A: INFORMATION REQUIRED IN PROSPECTUS (FOR THE FREMONT INSTITUTIONAL
U.S. MICRO-CAP FUND)

Location in the
New N-1A Registration Statement
Item No. Item by Heading
- -------- ---- ----------

1. Front and Back Cover Pages Front and Back Cover Pages

2. Risk/Return Summary: Investment, Risks "Objective and Strategy,"
and Performance "Main Risks," "Performance"
"Comparative Returns,"
"Understanding Investment
Risk"

3. Risk/Return Summary: Fee Table "Fees and Expenses"

4. Investment Objective, Principal "Objective and Strategy,"
Investment Strategies and Related "Main Risks" "Understanding
Risk" Investment Risks,"

5. Management's Discussion of Fund "Performance," "Comparative
Performance Returns"

6. Management, Organization and "Portfolio Management,"
Capital Structure "About the Advisor"

7. Shareholder Information "Types of Accounts
Available," How to Invest,"
"How to Sell Your Shares"

8. Distribution Arrangements "Dividends and Distribution"

9. Financial Highlights Information "Financial Highlights"

<PAGE>
FREMONT MUTUAL FUNDS, INC.

PART B: INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
(FOR COMBINED SAI)

<TABLE>
<CAPTION>
New N-1A Old N-1A Location in the Registration
Item No. Item No. Item Statement by Heading
- -------- -------- ---- ----------------------------
<S> <C> <C> <C>
10. Cover Page and Table of Contents Cover Page and Table of Contents

10. Cover Page Cover Page

11. Table of Contents Table of Contents

11. 12. Fund History "The Corporation"

12. 13. Description of the Fund and Its "Investment Objective, Policies, And Risk
Investments and Risks Considerations," "Investment Restrictions,"
"Appendix A: Description Of Ratings"

13. 14. Management of the Fund "Investment Company Directors And Officers,"
"Investment Advisory And Other Services"

14. 15. Control Persons and Principal "Investment Company Directors And Officers,"
Holders of Securities "Investment Advisory And Other Services"
"Additional Information"

15. 16. Investment Advisory and Other "Investment Advisory And Other Service,"
Services "Additional Information"

16. 17. Brokerage Allocation and Other "Execution Of Portfolio Transactions"
Practices

17. 18. Capital Stock and Other "Additional Information"
Securities

18. 19. Purchase, Redemption and Pricing "How to Invest," "Other Investment And
of Securities Being Offered Redemption Services"

19. 20. Taxation of the Fund "Taxes - Mutual Funds"

20. 21. Underwriters "Investment Advisory And Other Services"

21. 22. Calculation of Performance Data "Investment Results"

22. 23. Financial Statements "Financial Statements"
</TABLE>
<PAGE>
FREMONT MUTUAL FUNDS, INC.

PART B: INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
(FOR FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND)

10. Cover Page Cover Page

11. Table of Contents Table of Contents

11. 12. Fund History "The Corporation"

12. 13. Description of the Fund and Its "Investment Objective, Policies, And Risk
Investments and Risks Considerations," "Investment Restrictions,"
"Appendix A: Description Of Ratings"

13. 14. Management of the Fund "Investment Company Directors And Officers,"
"Investment Advisory And Other Services"

14. 15. Control Persons and Principal "Investment Company Directors And Officers,"
Holders of Securities "Investment Advisory And Other Services"
"Additional Information"

15. 16. Investment Advisory and Other "Investment Advisory And Other Service,"
Services "Additional Information"

16. 17. Brokerage Allocation and Other "Execution Of Portfolio Transactions"
Practices

17. 18. Capital Stock and Other "Additional Information"
Securities

18. 19. Purchase, Redemption and Pricing "How to Invest," "Other Investment And
of Securities Being Offered Redemption Services"

19. 20. Taxation of the Fund "Taxes - Mutual Funds"

20. 21. Underwriters "Investment Advisory And Other Services"

21. 22. Calculation of Performance Data "Investment Results"

22. 23. Financial Statements "Financial Statements"

</TABLE>
<PAGE>

PART C OF FORM N-1A

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to the Registration Statement.

<PAGE>
MARCH 1, 1999

FREMONT MUTUAL FUNDS, INC.

PROSPECTUS

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

Like all mutual funds, the Securities and Exchange Commission has not approved
or disapproved these securities, nor have they passed on the accuracy or
adequacy of this prospectus. It is a criminal offense to represent otherwise.
<PAGE>
TABLE OF CONTENTS

FREMONT MUTUAL FUNDS

Detailed descriptions of Fund objectives and strategies, main risks,
performance, fees, and portfolio management

Global Fund ................................................................ ?
International Growth Fund .................................................. ?
International Small Cap Fund ............................................... ?
Emerging Markets Fund ...................................................... ?
Growth Fund ................................................................ ?
Select Fund ................................................................ ?
U.S. Small Cap Fund ........................................................ ?
U.S. Micro-Cap Fund ........................................................ ?
Real Estate Securities Fund ................................................ ?
Bond Fund .................................................................. ?
California Intermediate Tax-Free Fund ...................................... ?
Money Market Fund .......................................................... ?
About the Advisor .......................................................... ?
Understanding Investment Risk .............................................. ?

SHAREHOLDER GUIDE
Managing your Fremont account

Types of Accounts .......................................................... ?
How to Invest .............................................................. ?
How to Sell Your Shares .................................................... ?
Dividends, Distributions and Taxes ......................................... ?

APPENDIX

Investment Terms ........................................................... ?
Financial Highlights ....................................................... ?
<PAGE>
FREMONT MUTUAL FUNDS

GLOBAL ASSET ALLOCATION

FREMONT GLOBAL FUND

OBJECTIVE AND STRATEGY

The Fremont Global Fund seeks to maximize total return while reducing risk by
investing in U.S. and international stocks, bonds, and short-term securities (or
cash).

The Fund seeks to minimize risk through prudent asset allocation among stocks
(including stock index futures), bonds, cash, and global diversification.

Normally, the Fund will invest in at least three countries, including the United
States.

Fund management determines the allocation to each asset class using a three-step
process:

(1) Develop forecasts of economic growth, inflation, and interest rates which
they use to identify those regions and individual countries offering the
best investment opportunities.

(2) Examine financial market valuations to determine the most advantageous mix
of stocks, bonds and cash.

(3) Selects individual securities based on intensive quantitative and
fundamental analysis.

MAIN RISKS

The Fund is designed for investors who are willing to accept the risks involved
in investing in both domestic and foreign securities. Investments in foreign
securities are subject to risks such as changing market conditions, economic and
political instability and currency exchange rate fluctuations.

Also, the January 1, 1999 introduction of the European Union of a single
currency (the "euro") may cause market disruption that may negatively affect the
Fund's investments in European companies.

Investing in any stock, foreign or domestic, carries a degree of risk. Stock
markets move up and down, which can cause temporary or lengthy fluctuations in
the value of stocks in the Fund.

Several factors may affect the Fund's investments in bonds, these include:
changes in interest rates, the credit-worthiness of the bond issuers, and
economic conditions. These factors may lower the values of individual bonds or
the entire bond portfolio.

Because the Fund's portfolio management team actively allocates money among
different types of investments, investors are subject to the risk that the
team's investment decisions may increase the potential for a loss, especially
over short time periods.

There is the risk that you may lose money on your investment. For more
information on this and other investment risks, please turn to page XX.

PORTFOLIO MANAGEMENT

The Fund is managed by a team of six portfolio managers from Fremont Investment
Advisors, Inc. The managers have an average of XX years of investment
experience. The team consists of:

o David Redo, CEO and Chief Investment Officer of Fremont Investment Advisors

o Robert Haddick, CFA, Senior Vice President

o Alexandra Kinchen, Vice President

o Al Kirschbaum, Managing Director

o Peter Landini, Managing Director and Chief Operating Officer

o Andrew Pang, Vice President

(PHOTO)

(Left to Right) David Redo, CEO and
Chief Investment Officer of the Fund
Manager; Alexandra Kinchen; Andrew
Pang; Peter Landini; Robert Haddick, CFA;
and Al Kirschbaum

2 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
PERFORMANCE

The information below shows the risks of investing in the Fund by showing
changes in the Fund's performance from year to year. The performance shown is
for complete calendar year annual returns.

During the period shown in the bar chart, the highest return for a quarter was
____% for the quarter ending 00/00/00. The lowest return for a quarter was ____%
for the quarter ending 00/00/00. How the Fund has performed in the past is not
necessarily an indication of how it will perform in the future.

ANNUAL PERFORMANCE
[CHART]

COMPARATIVE RETURNS

(Average Annual Total Returns for the periods ended December 31, 1998)

Fremont Global Fund
1 Yr 5 Yrs 10 Yrs
- ----------------------------------
XX.X% XX.X% XX%

MSCI EAFE Index
1 Yr 5 Yrs 10 Yrs
- ----------------------------------
XX.X% XX.X% XX%

S&P 500(R) Index
1 Yr 5 Yrs 10 Yrs
- ----------------------------------
XX.X% XX.X% XX%

Salomon Non-U.S. Gov't. Bond Index
1 Yr 5 Yrs 10 Yrs
- ----------------------------------
XX.X% XX.X% XX%

Lehman Bros. Gov't./Corp. Bond Index
1 Yr 5 Yrs 10 Yrs
- ----------------------------------
XX.X% XX.X% XX%

The "Comparative Returns" table above compares the performance of the Fremont
Global Fund to that of it's benchmark indices, Morgan Stanley Capital
International (MSCI) Europe, Asia, and Far East (EAFE), the Standard and Poor's
500 Index, the Salomon Non-U.S. Government Bond Index, and the Lehman Brothers
Intermediate Gov't./Corp. Bond Index. (See Investment Terms for a description of
these indices.)

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Shareholder Fees

None

Annual Fund Operating Expenses
- -deducted from Fund assets

EXAMPLE

The example below is intended to help you compare the cost of investing in this
Fund with the cost of investing in other mutual funds.

Fremont Global Fund
1 Yr 3 Yrs 5 Yrs 10 Yrs
- ---------------------------------------
$X $XX $XX $XXX

This example assumes:

(1) That you invest $10,000 in the Fund for the time periods indicated, and
then redeem all of your shares at the end of those periods.

(2) That your investment has a 5% return each year.

(3) That the Fund's operating expenses remain the same.

Your actual costs may be higher or lower than those shown above.

Why is a "benchmark" index important?

Every mutual fund has to report its performance compared to a broad-based
benchmark, most often the index tracks the performance of securities similar to
those in which the fund invests.

The purpose of the benchmark index is to help you and other investors judge how
the fund manager is doing compared to some objective standard. When you compare
your fund to the benchmark, remember that actively managed funds do not always
invest in all the securities contained in an index. Therefore, a fund is likely
to perform differently from it's benchmark.

ON THE WEB: WWW.FREMONTFUNDS.COM 3
<PAGE>
FREMONT MUTUAL FUNDS

INTERNATIONAL GROWTH

FREMONT INTERNATIONAL GROWTH FUND

OBJECTIVE AND STRATEGY

The Fremont International Growth Fund seeks long-term capital appreciation by
investing primarily in international stocks. Fund management takes a
value-oriented approach to investing, focusing its investments on reasonably
priced, high-quality companies that they believe are likely to grow over the
long term.

Normally, Fund management will invest at least 90% of the Fund's total assets in
securities of issuers based outside of the U.S. The Fund will also include
investments in at least three countries outside of the U.S.

The Fund employs a unique multi-manager approach:

o The Fund's portfolio is divided into segments and independently managed by
a team member.

o Portfolio managers benefit from far-reaching international research
networks consisting of more than 150 investment professionals who annually
visit approximately 15,000 firms in more than 65 countries around the
world.

MAIN RISKS

The Fund is designed for investors who are willing to accept the risks involved
in investing in foreign stocks. These risks include changing market conditions,
economic and political instability and changes in currency exchange rates.

The Fund may also invest in emerging markets, which tend to exhibit greater
price movements than the U.S. market because of relative immaturity, and
occasional instability, of their political and economic systems. These markets
offer less protection for investors because the securities may be harder to sell
than investments in more developed markets.

Information on foreign companies is often limited, and financial information may
be prepared following accounting rules that are different from those used by
public companies in the United States.

There is the risk that you may lose money on your investment. For more
information on this and other investment risks, please turn to page XX.

PORTFOLIO MANAGEMENT

The Fremont International Growth Fund is managed by Sub-Advisor, Capital
Guardian Trust Company. Capital Guardian Trust is part of The Capital Group
Companies organization, which traces its roots back to 1931. As of December 31,
1998, Capital Guardian managed over $XX billion in assets primarily for
institutional investors.

The members of the portfolio management team have an average of 24 years of
international investment experience.

(PHOTO)

Capital Guardian Trust Company Portfolio
Management Team (from left to right, starting
with the top row): David I. Fisher, Robert Ronus,
Nancy J. Kyle, Hartmut Giesecke, Lionel M.
Sauvage, John McIlwraith, Richard N. Havas,
Nilly Sikorsky, and Rudolf M. Staehelin.

4 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
PERFORMANCE

The information below shows the risks of investing in the Fund by showing
changes in the Fund's performance from year to year. The performance shown is
for complete calendar year annual returns.

ANNUAL PERFORMANCE
[CHART]

COMPARATIVE RETURNS
(Average Annual Total Returns for the periods ended December 31, 1998)

Fremont International Growth Fund
Inception
1 Yr (3/1/94)
- -------------------------
XX.X% XX.X%

MSCI EAFE Index
Since
1 Yr (3/1/94)
- -------------------------
XX.X% XX.X%

The table above compares the performance of the Fremont International Growth
Fund to that of its benchmark index, the Morgan Stanley Capital Inter-national
Europe, Asia and Far East (MSCI EAFE) Index. (See Invest-ment Terms for a
description of the index.) Capital Guardian Trust Company began managing the
Fund on March 1, 1998.

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Shareholder Fees

None

Annual Fund Operating Expenses
- -deducted from Fund assets

Management Fees ...................... ____ %
Distribution (12b-1) Fees ............ ____ %
Other Expenses ....................... ____ %
Total Annual Fund
Operating Expenses ............... ____ %
Less: Fees waived and
Reimbursed(1) .................... ____ %
Net Operating Expenses ............... ____ %

(1) The Advisor is contractually obligated to limit the fund's expenses to 1.50%
until March 1, 2000.

EXAMPLE

The example below is intended to help you compare the cost of investing in this
Fund with the cost of investing in other mutual funds.

Fremont International Growth Fund
1 Yr 3 Yrs 5 Yrs 10 Yrs
------------------------------------------
$X $XX $XX $XXX

This example assumes:

(1) That you invest $10,000 in the Fund for the time periods indicated, and
then redeem all of your shares at the end of those periods.

(2) That your investment has a 5% return each year.

(3) That the Fund's operating expenses remain the same.

Your actual costs may be higher or lower than those shown above.

How do value and growth orientations differ?

Fund Managers who use a "value orientation" when selecting investments look for
companies whose stock price is relatively low compared to the rest of the
market, hoping that the price will rise to the appropriate level when the market
realizes the stock's true value.

By contrast, those manmagers who use a "growth orientation" focus on a stock's
growth prospects, rather than its current price. A manager interested in growth
may pay a higher share price for a stock if it appears that the stock's price
may grow quickly.

ON THE WEB: WWW.FREMONTFUNDS.COM 5
<PAGE>
FREMONT MUTUAL FUNDS

INTERNATIONAL AGGRESSIVE GROWTH

FREMONT INTERNATIONAL SMALL CAP FUND

OBJECTIVE AND STRATEGY

The Fremont International Small Cap Fund seeks long-term capital appreciation by
investing in small capitalization companies based outside of the U.S. The Fund
will invest at least 65% of its total assets in the stocks of these
international small cap companies.

Fund management looks for companies in fast-growing industries with:

o unique products or services

o experienced management

o strong revenue, earnings and cash flow growth

Most important, the stock must be priced reasonably relative to the company's
actual value.

Using a four-step stock selection process, Fund Management:

(1) Identifies between 200 and 300 companies that appear to be worth further
investigation.

(2) Visits with company management to evaluate their business plans.

(3) Analyzes company financials to see if the firm's stock is currently
undervalued by the market.

(4) Selects 30 to 35 companies to build a concentrated portfolio diversified by
country and industry groups.

MAIN RISKS

The Fund is also subject to the risks associated with investments in small
companies, such as fast-changing earnings, competitive conditions, limited
earnings history and a reliance on one or a limited number of products.
Information on these companies is often limited.

As a non-diversified fund, the Fund may make larger investments in individual
companies. Therefore, the Fund's share price may be more volatile than the share
price of a more diversified fund.

There is the risk that you may lose money on your investment. For more
information on this and other investment risks, please turn to page XX.

PORTFOLIO MANAGEMENT

The Fremont International Small Cap Fund is managed by Sub-Advisor, Bee &
Associates, Incorporated. Bruce Bee is portfolio manager of the Fund, and
President and Director of Bee & Associates. Mr. Bee has been actively involved
in the financial markets since 1970, and in foreign stock markets since 1980.

Mr. Bee formed Bee & Associates in 1989 to focus exclusively on finding
investments in smaller companies worldwide. As of December 31, 1998, Bee &
Associates managed over $XXX million for foundations, endowments, retirement
plans, and a select group of private clients.

(PHOTO)

Bruce Bee

6 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
PERFORMANCE

The information below shows the risks of investing in the Fund by showing
changes in the Fund's performance from year to year. The performance shown is
for complete calendar year annual returns.

During the period shown in the bar chart, the highest return for a quarter was
____ % for the quarter ending 00/00/00. The lowest return for a quarter was ____
% for the quarter ending 00/00/00. How the Fund has performed in the past is not
necessarily an indication of how it will perform in the future.

ANNUAL PERFORMANCE
[CHART]

COMPARATIVE RETURNS

(Average Annual Total Returns for the periods ended December 31, 1998)

Fremont International
Small Cap Fund
Inception
1 Yr (6/30/94)
- -----------------------------
XX.X% XX.X%

MSCI EAFE Small Cap Index
Since
1 Yr (6/30/94)
- -----------------------------
XX.X% XX.X%

The table above compares the performance of the Fremont International Small Cap
Fund to that of its benchmark index, the Morgan Stanley Capital International
(MSCI) Europe, Asia, and FAR East (EAFE) Small Cap Index. (See Investment Terms
for a description of the index.) Bee & Associates started managing the Fund on
March 1, 1998.

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Shareholder Fees
(fees paid directly from your investment)

Redemption Fee......................... 2%

Annual Fund Operating Expenses
- -deducted from Fund assets

Management Fees ....................... ____ %
Distribution (12b-1) Fees ............. ____ %
Other Expenses ........................ ____ %
Total Annual Fund
Operating Expenses ................ ____ %
Less: Fees waived and
Reimbursed(1) ..................... ____ %
Net Operating Expenses ................ ____ %

(1) The Advisor is contractually obligated to limit the fund's expenses to 1.50%
until March 1, 2000.

EXAMPLE

The example below is intended to help you compare the cost of investing in this
Fund with the cost of investing in other mutual funds.

Fremont International
Small Cap Fund
1 Yr 3 Yrs 5 Yrs 10 Yrs
---------------------------------------
$X $XX $XX $XXX

This example assumes:

(1) That you invest $10,000 in the Fund for the time periods indicated, and
then redeem all of your shares at the end of those periods.

(2) That your investment has a 5% return each year.

(3) That the Fund's operating expenses remain the same.

Your actual costs may be higher or lower than those shown above.

Why does the International Small Cap Fund have a short-term redemption fee?

The Fund charges a 2% redemption fee if an investor sells shares after owning
them for less than six months.

This fee is designed to encourage shareholders to have a long-term time horizon
when investing in the Fund. Short-term trading of Fund shares increases
transaction costs for all shareholders.

Selling small stocks on foreign exchanges can be expensive and time-consuming.
Minimizing short-term trading allows Fund management to plan its buy/sell
strategies and keep expenses low.

ON THE WEB: WWW.FREMONTFUNDS.COM 7
<PAGE>
FREMONT MUTUAL FUNDS

INTERNATIONAL AGGRESSIVE GROWTH

FREMONT EMERGING MARKETS FUND

OBJECTIVE AND STRATEGY

The Fremont Emerging Markets Fund seeks long-term capital appreciation by
investing in stocks of companies in emerging or developing countries.

Around the globe many countries that once relied on agriculture, natural
resources or low-level manufacturing are developing growing industrial
economies. The Fund seeks to identify the stocks of companies with rapid,
sustainable earnings growth, trading at reasonable prices.

Fund management establishes a country allocation policy, and members of the
regional investment team conduct rigorous fundamental research, including
company visits, to select individual stocks within each market.

The Fund will normally invest:

o At least 65% of its total assets in stocks of companies in emerging or
developing countries.

o In at least three emerging markets countries.

o In companies that earn at least 50% of their revenues from their activities
in an emerging market country or that have at least 50% of their assets in
these countries.

MAIN RISKS

The Fund is designed for investors who are willing to accept the risks involved
in investing in foreign stocks. These risks include fast-changing market
conditions, economic and political instability and changes in currency exchange
rates. Underdeveloped and developing countries have a greater risk of political
and economic instability, which may cause the Fund's investments to exhibit
greater price movement and may be harder to sell than investments in more
developed markets.

The Fund is also subject to the risks associated with investments in newly
emerging companies, such as fast-changing earnings, competitive conditions,
limited earnings history and a reliance on one or a limited number of products.
Information on these companies is often limited.

As a non-diversified fund, the Fund may make larger investments in individual
companies. Therefore, the Fund's share price may be more volatile than the share
price of a more diversified fund.

There is the risk that you may lose money on your investment. For more
information on this and other investment risks, please turn to page XX.

PORTFOLIO MANAGEMENT

The Fremont Emerging Markets Fund is managed by Sub-Advisor, Nicholas-Applegate
Capital Management (HK) LLC. Henry Thornton is the portfolio manager for the
Fund, and utilizes the resources of Nicholas-Applegate's investment teams in
London, Hong Kong, Singapore and San Diego.

Mr. Thornton has over a decade of investment experience. He has been employed by
Nicholas-Applegate since it acquired Credit Lyonnais in 1997. Before that Mr.
Thornton spent 7 years at Credit Lyonnais as an emerging markets portfolio
manager.

(PHOTO)

Henry Thornton

8 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
PERFORMANCE

The information below shows the risks of investing in the Fund by showing
changes in the Fund's performance from year to year. The performance shown is
for complete calendar year annual returns.

ANNUAL PERFORMANCE
[CHART]

COMPARATIVE RETURNS
(Average Annual Total Returns for the periods ended December 31, 1998)

Fremont Emerging Markets Fund
Inception
1 Yr. (6/24/96)
- --------------------------
XX.X% XX.X%

MSCI-EMF Index
Inception
1 Yr. (6/24/96)
- --------------------------
XX.X% XX.X%

The table above compares the performance of the Fremont Emerging Markets Fund to
that of its benchmark index, the Morgan Stanley Capital International (MSCI)
Emerging Markets Free (EMF) Index. (See Investment Terms for a description of
the index.)

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Shareholder Fees

None

Annual Fund Operating Expenses
- -deducted from Fund assets

Management Fees ....................... ____ %
Distribution (12b-1) Fees ............. ____ %
Other Expenses ........................ ____ %
Total Annual Fund
Operating Expenses ................ ____ %
Less: Fees waived and
Reimbursed (1) .................... ____ %
Net Operating Expenses ................ ____ %

(1) The Advisor is contractually obligated to limit the fund's expenses to 1.50%
until March 1, 2000.

EXAMPLE

The example below is intended to help you compare the cost of investing in this
Fund with the cost of investing in other mutual funds.

Fremont Emerging Markets Fund
1 Yr 3 Yrs 5 Yrs 10 Yrs
---------------------------------------
$X $XX $XX $XXX

This example assumes:

(1) That you invest $10,000 in the Fund for the time periods indicated, and
then redeem all of your shares at the end of those periods.

(2) That your investment has a 5% return each year.

(3) That the Fund's operating expenses remain the same.

Your actual costs may be higher or lower based on these assumptions.

What is an "emerging market" country?

"Emerging market" countries can be characterized as less developed, with
relatively small numbers of publicly held companies within them. Usually
emerging market countries have relatively low per capita income levels, but are
trying to improve the performance of their economies.

Some current examples of emerging countries are Thailand, Indonesia, India,
Israel, the Philippines, South Korea, Taiwan and certain Latin American
countries.

ON THE WEB: WWW.FREMONTFUNDS.COM 9
<PAGE>
FREMONT MUTUAL FUNDS

GROWTH AND INCOME

FREMONT GROWTH FUND

OBJECTIVE AND STRATEGY

The Fremont Growth Fund seeks long-term capital appreciation by investing in the
stocks of large U.S. companies. The Fund will normally invest at least 65% of
its total assets in these large-cap stocks.

With the help of quantitative analysis, Fund management seeks "growth at a
reasonable price.," meaning they look for stocks with superior growth prospects
that are also good values. Their goal is to build a diversified portfolio with
both growth potential and minimal risk.

When implementing this investment strategy Fund management:

o Uses a sophisticated computer model to evaluate approximately 2,000 of the
largest U.S. stocks.

o Identifies stocks that are relatively inexpensive and have rising earnings
expectations.

o Aims to keep the portfolio turnover rate well below the industry average,
which should reduce capital gains taxes.

MAIN RISKS

The Fund is designed for investors who understand the risks of investing in
stocks, and that stock markets move up and down, which can cause changes in the
value of stocks in the Fund and the Fund's shares.

The Fund intends to purchase stocks for the long-term. However, sudden changes
in the valuation, growth expectations, or risk characteristics may cause the
Fund to sell stocks after only a short holding period.

There is the risk that you may lose money on your investment. For more
information on this and other investment risks, please turn to page XX.

PORTFOLIO MANAGEMENT

The Fremont Growth Fund is managed by Fremont Investment Advisors, Inc.. W. Kent
(Ken) Copa, Vice President, is the portfolio manager of the Fund. The Fund is
co-managed by Debra L. McNeill, Associate Portfolio Manager/Senior Analyst, and
Peter F. Landini, Managing Director and Chief Operating Officer.

Mr. Copa is a Chartered Financial Analyst with 25 years of professional
investment and accounting experience. Ms. McNeill was previously employed as a
portfolio manager with C.M. Bidwell & Associates from July 1990 to January 1996.
Mr. Landini has managed the Fund since its inception in August 1992.

(PHOTO)

Ken Copa

10 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
PERFORMANCE

The information below shows the risks of investing in the Fund by showing
changes in the Fund's performance from year to year. The performance shown is
for complete calendar year annual returns.

ANNUAL PERFORMANCE
[CHART]

COMPARATIVE RETURNS
(Average Annual Total Returns for the periods ended December 31, 1998)

Fremont Growth Fund
Inception
1 Yr 5 Yrs (8/14/92)
- -------------------------------------
XX.X% XX.X% XX.X%

S&P 500(r) Index
Since
1 Yr 5 Yrs (8/14/92)
- -------------------------------------
XX.X% XX.X% XX.X%

The table above compares the performance of the Fremont Growth Fund to that of
its benchmark index, the Standard & Poor's 500 Index. (See Investment Terms for
a description of the index.)

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Shareholder Fees

None

Annual Fund Operating Expenses
- -deducted from Fund assets

EXAMPLE

The example below is intended to help you compare the cost of investing in this
Fund with the cost of investing in other mutual funds.

Fremont Growth Fund
1 Yr 3 Yrs 5 Yrs 10 Yrs
------------------------------------------
$X $XX $XX $XXX

This example assumes:

(1) That you invest $10,000 in the Fund for the time periods indicated, and
then redeem all of your shares at the end of those periods.

(2) That your investment has a 5% return each year.

(3) That the Fund's operating expenses remain the same.

Your actual costs may be higher or lower than those shown above.

What do you mean by growth at a reasonable price?

Looking for "growth at a reasonable price" is one of several different
approaches fund managers can use to help them pick which stocks to include in
their portfolio. Managers who use this approach look for stocks for which they
can answer "yes" to the following two questions:

o Does the stock show signs of superior growth?

o Is the stock available at an attractive price relative to its long-term
growth rate?

ON THE WEB: WWW.FREMONTFUNDS.COM 11
<PAGE>
FREMONT MUTUAL FUNDS

GROWTH

FREMONT SELECT FUND

OBJECTIVE AND STRATEGY

The Fremont Select Fund seeks long-term capital appreciation by investing
primarily in the stocks of established medium-sized growth companies based in
the U.S.

Fund management seeks to generate superior long-term returns by maintaining a
concentrated portfolio of medium-sized companies. Under normal market
conditions, the Fund expects to hold no more than 30 stocks representing at
least 80% of its total assets.

Management looks to purchase stocks with above-average growth potential at
opportunistic prices.

In addition to analyzing financial statements, Fund management typically:

o Meets directly with senior corporate management to evaluate business
strategies.

o Interviews vendors, competitors, and, most importantly, the customer - the
final judge of a company's products and services.

o Uses a wide range of fundamental criteria, including price/earnings and
price/cash flow ratios to assess relative value.

MAIN RISKS

The Fund is designed for investors who are willing to accept the risks involved
in investing in stocks.

As a non-diversified fund, the Fund may make larger investments in individual
companies. Therefore, the Fund's share price may be more volatile than the share
price of a more diversified fund.

The Fund is also subject to the risk that medium-sized companies as a group may
not perform as well as the market in general for long periods of time.

Investing in medium-sized companies may involve greater risk than investing in
larger companies because, among other things, they can be subject to more abrupt
or erratic share price changes.

There is the risk that you may lose money on your investment. For more
information on this and other investment risks, please turn to page XX.

PORTFOLIO MANAGEMENT

The Fremont Select Fund is managed by Fremont Investment Advisors. John B.
Kosecoff, Vice President, the lead portfolio manager of the Fund, and is
assisted by Debra L. McNeill and Jeffrey J. Embersits, both Associate Portfolio
Managers/Senior Analysts.

Mr. Kosecoff joined Fremont in June 1997. He had previously been a sector
portfolio manager and senior analyst at RCM Management since December 1993, and
has more than 15 years of investment research experience.

(PHOTO)

John Kosecoff

12 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
PERFORMANCE

The information below shows the risks of investing in the Fund by showing
changes in the Fund's performance from year to year. The performance shown is
for complete calendar year annual returns.

During the period shown in the bar chart, the highest return for a quarter was
____ % for the quarter ending 00/00/00. The lowest return for a quarter was ____
% for the quarter ending 00/00/00. How the Fund has performed in the past is not
necessarily an indication of how it will perform in the future.

ANNUAL PERFORMANCE
[CHART]

COMPARATIVE RETURNS
(Average Annual Total Returns for the periods ended December 31, 1998)

Fremont Select Fund
1 Yr
- ----
X.XX%

Russell Mid-Cap Index
1 Yr
- ----
X.XX%

The table above compares the performance of the Fremont Select Fund to that of
its benchmark index, the Russell Mid-Cap Index. (See Investment Terms for a
description of the index.)

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Shareholder Fees

None

Annual Fund Operating Expenses
- -deducted from Fund assets

(1) The Advisor is contractually obligated to limit the fund's expenses to 1.40%
until March 1, 2000.

EXAMPLE

The example below is intended to help you compare the cost of investing in this
Fund with the cost of investing in other mutual funds.

Fremont Select Fund
1 Yr 3 Yrs 5 Yrs 10 Yrs
------------------------------------------
$X $XX $XX $XXX

This example assumes:

(1) That you invest $10,000 in the Fund for the time periods indicated, and
then redeem all of your shares at the end of those periods.

(2) That your investment has a 5% return each year.

(3) That the Fund's operating expenses remain the same.

Your actual costs may be higher or lower than those shown above.

What is a non-diversified fund?

A non-diversified fund can invest a larger portion in any one security. Because
managers of non-diversified funds have the flexibility to invest in a smaller,
select group of securities, they can concentrate on the securities in which they
have the greatest confidence.

ON THE WEB: WWW.FREMONTFUNDS.COM 13
<PAGE>
FREMONT MUTUAL FUNDS

AGGRESSIVE GROWTH

FREMONT U.S. SMALL CAP FUND

OBJECTIVE AND STRATEGY

The Fremont U.S. Small Cap Fund seeks long-term capital appreciation by
investing in the stocks of small, rapidly growing U.S. companies. Normally, the
Fund will invest at least 65% of its total assets in these U.S. small cap
companies.

Fund management utilizes a fundamental research process to identify small
companies with superior growth potential. This process includes analyzing
financial statements, investigating the competitor, and when possible, meeting
with key corporate decision-makers to discuss the companies strategies for
future growth.

Fund management will normally:

o Focus on business sectors where they believe the level of innovation is
greatest, such as technology, health care, consumer products and services.

o Use fundamental analysis to identify small, relatively unknown, and
financially sound companies that exhibit the potential to become much
larger and more successful companies.

o Seek to invest in companies whose superior growth potential has not not yet
been fully reflected in the firm's stock price.

MAIN RISKS

This Fund is designed for investors who are willing to accept the risks involved
in investing in small company stocks. These risks include a relatively short
earnings history, competitive conditions, and a reliance on a limited number of
products.

The stocks of many small companies are traded in the over-the-counter market
("OTC") rather than on the New York or American Stock Exchanges. Sometimes
buyers and sellers of these stocks are difficult to find. As a result, the value
of the Fund's investments, and its shares, may also be subject to rapid and
significant price changes.

There is the risk that you may lose money on your investment. For more
information on this and other investment risks, please turn to page XX.

PORTFOLIO MANAGEMENT

The Fremont U.S. Small Cap Fund is managed by Sub-Advisor, Kern Capital
Management LLC, ("KCM"). Founded in 1997, KCM is an investment management firm
specializing in small-cap and micro-cap companies. David G. Kern, CFA, is the
lead portfolio manager of the Fund, and Executive Vice President of KCM. The
Fund's senior investment managers are David G. Kern, CFA, Robert E. Kern, Jr.,
and Judy R. Finger, CFA.

Mr. Kern has over a decade of investment experience. Prior to forming Kern
Capital Management he was employed as a portfolio manager for

(PHOTO}

David Kern

Founders Asset Management from January 1995. Mr. Kern also served as an
assistant portfolio manager with Delaware Management Company, Inc., from 1990
through 1994.

14 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
PERFORMANCE

The information below shows the risks of investing in the Fund by showing
changes in the Fund's performance from year to year. The performance shown is
for complete calendar year annual returns.

ANNUAL PERFORMANCE
[CHART]

COMPARATIVE RETURNS
(Average Annual Total Returns for the periods ended December 31, 1998)

Fremont U.S. Small Cap Fund
Inception
1 Yr (9/24/97)
- -----------------------
XX.X% XX.X%

Russell 2000 Index
Since
1 Yr (9/24/97)
- -----------------------
XX.X% XX.X%

The table above compares the performance of the Fremont U.S. Small Cap Fund to
that of its benchmark index, the Russell 2000 Index. (See Investment Terms for a
description of the index.)

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Shareholder Fees

None

Annual Fund Operating Expenses
- -deducted from Fund assets

(1) The Advisor is contractually obligated to limit the fund's expenses to 1.50%
until March 1, 2000.

EXAMPLE

The example below is intended to help you compare the cost of investing in this
Fund with the cost of investing in other mutual funds.

Fremont U.S. Small Cap Fund
1 Yr 3 Yrs 5 Yrs 10 Yrs
------------------------------------------
$X $XX $XX $XXX

This example assumes:

(1) That you invest $10,000 in the Fund for the time periods indicated, and
then redeem all of your shares at the end of those periods.

(2) That your investment has a 5% return each year.

(3) That the Fund's operating expenses remain the same.

Your actual costs may be higher or lower than those shown above.

What does "small cap" mean?

"Small cap" stocks are generally the smallest 20% of all publicly traded U.S.
stocks. As of December 31, 1998, the market capitalization of these stocks
ranged from $10 million to $X billion.

Generally, investors are attracted to small cap stocks because successful small
companies can experience significant growth. On the other hand, small cap stocks
typically rise and fall more sharply than the stocks of larger well-established
companies.

ON THE WEB: WWW.FREMONTFUNDS.COM 15
<PAGE>
FREMONT MUTUAL FUNDS

AGGRESSIVE GROWTH

FREMONT U.S. MICRO-CAP FUND

OBJECTIVE AND STRATEGY

The Fremont U.S. Micro-Cap Fund seeks long-term capital appreciation by
investing in stocks of U.S. micro-cap companies. Normally, the Fund will invest
at least 65% of its total assets in these U.S. micro-cap stocks.

Fund management seeks to identify smaller, entrepreneurial companies with
superior growth potential. The business prospects for micro-cap companies are
usually determined to a greater extent by developments with a company and are
less dependent on industry-wide trends.

To select stocks, Fund management will:

o Focus on business sectors where they believe the level of innovation is
greatest, such as technology, health care, consumer products and services.

o Use fundamental analysis to identify small, relatively unknown companies
that exhibit the potential to become much larger and more successful
companies.

o Meet with corporate managers to discuss business plans and strategies.

o Seek to invest in companies early in their growth cycle.

MAIN RISKS

The Fund is designed for investors who are willing to accept the risks involved
in investing in micro-cap companies. These risks may include a relatively short
earnings history, competitive conditions, less information publicly available
and a reliance on a limited number of products.

Since these companies may still be dominated by their founder, they may lack
depth of managerial talent.

The stocks of many small companies are traded in the over-the-counter market
("OTC") rather than on the New York or American Stock Exchanges. Sometimes
buyers and sellers of these stocks are difficult to find. As a result, the value
of the Fund's investments and its shares may also be subject to rapid and
significant price changes.

There is the risk that you may lose money on your investment. For more
information on this and other investment risks, please turn to page XX.

PORTFOLIO MANAGEMENT

The Fremont U.S. Micro-Cap Fund is managed by Sub-Advisor, Kern Capital
Management LLC, ("KCM"). Founded in 1997, KCM is an investment management firm
specializing in small-cap and micro-cap companies. Robert E. Kern, Jr. is the
lead portfolio manager of the Fund, and President and Chief Executive Officer of
KCM. The Fund's senior investment managers are Robert E. Kern, Jr., David G.
Kern, CFA, and Judy R. Finger, CFA.

Mr. Kern is a pioneer in micro-cap investing-focusing on small and micro-cap
stocks since 1969.

(PHOTO)

Bob Kern. Jr.

16 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
PERFORMANCE

The information below shows the risks of investing in the Fund by showing
changes in the Fund's performance from year to year. The performance shown is
for complete calendar year annual returns.

ANNUAL PERFORMANCE
[CHART]

COMPARATIVE RETURNS
(Average Annual Total Returns for the periods ended December 31, 1998)

Fremont U.S. Micro-Cap Fund
Inception
1 Yr (6/30/94)
- -----------------------
XX.X% XX.X%

Russell 2000 Index
Since
1 Yr (6/30/94)
- -----------------------
XX.X% XX.X%

The table above compares the performance of the Fremont U.S. Micro-Cap Fund to
that of its benchmark index, the Russell 2000 Index. (See Investment Terms for a
description of the index.)

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Shareholder Fees

None

Annual Fund Operating Expenses
- -deducted from Fund assets

Management Fees(1) ..................... ____ %
Distribution (12b-1) Fees .............. ____ %
Other Expenses ......................... ____ %
Total Annual Fund
Operating Expenses ................. ____ %

(1) The Advisor is contractually obligated to limit the fund's expenses to 1.98%
until March 1, 2000

EXAMPLE

The example below is intended to help you compare the cost of investing in this
Fund with the cost of investing in other mutual funds.

Fremont U.S. Micro-Cap Fund
1 Yr 3 Yrs 5 Yrs 10 Yrs
------------------------------------------
$X $XX $XX $XXX

This example assumes:

(1) That you invest $10,000 in the Fund for the time periods indicated, and
then redeem all of your shares at the end of those periods.

(2) That your investment has a 5% return each year.

(3) That the Fund's operating expenses remain the same.

Your actual costs may be higher or lower than those shown above.

What is a "micro-cap" stock?

A "micro-cap" stock has a total stock market capitalization that places it among
the smallest 10% of publicly traded stocks in the United States. As of December
31, 1998, there were ______ of these stocks in the U.S.

The micro-cap investment universe represents the least efficient segment of the
equities market and is a breeding ground for entrepreneurial companies.
Micro-cap companies typically receive less Wall Street research coverage. The
key to successful micro-cap investing is identifying these up-and-coming
companies before they are recognized by others.

ON THE WEB: WWW.FREMONTFUNDS.COM 17
<PAGE>
FREMONT MUTUAL FUNDS

GROWTH, INCOME AND DIVERSIFICATION

FREMONT REAL ESTATE SECURITIES FUND

OBJECTIVE AND STRATEGY

The Fremont Real Estate Securities Fund seeks a combination of income and
long-term capital appreciation by investing in stocks of companies principally
engaged in the real estate industry. Normally, the Fund will invest at least 65%
of its total assets in these types of companies.

Fund management believes that the commercial real estate industry is in the
early stages of a major transformation. Many privately held real estate empires
are being replaced by financially strong, well-managed, publicly traded
companies which own and operate commercial property throughout the U.S.

In seeking its objective Fund management carefully:

o Monitors factors such as real estate trends and industry fundamentals of
the different real estate sectors including office, apartment, retail,
hotel and industrial.

o Selects stocks by evaluating each real estate company's management record,
earnings potential and value-relative to other publicly traded real estate
companies.

MAIN RISKS

Since the Fund invests in stocks issued by real estate companies, investors are
subject to the risk that the real estate sector of the market as well as the
overall stock market could decline.

There is also the risk that real estate stocks could be adversely affected by
events such as rising interest rates or changes in income tax regulations. The
Fund may invest in small capitalization Real Estate Investment Trusts (REITs)
that can change rapidly in price.

As a non-diversified fund, the Fund may make larger investments in individual
companies. Therefore, the Fund's share price may change more frequently than the
share price of a more diversified fund.

There is the risk that you may lose money on your investment. For more
information on this and other investment risks, please turn to page XX.

PORTFOLIO MANAGEMENT

The Fremont Real Estate Securities Fund is managed by Sub-Advisor, Kensington
Investment Group. John P. Kramer and Paul Gray are co-founders of Kensington and
co-portfolio managers of the Fund. Founded in 1993, Kensington specializes in
the management of both publicly traded and non-traded real estate securities
properties.

Mr. Kramer is President of Kensington and Mr. Gray is Vice President and
Portfolio Manager of the firm. The two have been investing in public and private
real estate companies together since 1987.

(PHOTO)

John Kramer

18 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
PERFORMANCE

The information below shows the risks of investing in the Fund by showing
changes in the Fund's performance from year to year. The performance shown is
for complete calendar year annual returns.

ANNUAL PERFORMANCE
[CHART]

COMPARATIVE RETURNS
(Average Annual Total Returns for the periods ended December 31, 1998)

Fremont Real Estate Securities Fund
1 Yr
- ----
X.XX%

NAREIT Equity Index
1 Yr
- ----
X.XX%

The table above compares the performance of the Fremont Real Estate Securities
Fund to that of its benchmark index, the National Association of Real Estate
Investment Trusts (NAREIT) Equity Index. (See Investment Terms for a description
of the index.)

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Shareholder Fees

None

Annual Fund Operating Expenses
- -deducted from Fund assets

(1) The Advisor is contractually obligated to limit the fund's expenses to 1.50%
until March 1, 2000.

EXAMPLE

The example below is intended to help you compare the cost of investing in this
Fund with the cost of investing in other mutual funds.

Fremont Emerging Markets Fund
1 Yr 3 Yrs 5 Yrs 10 Yrs
------------------------------------------
$X $XX $XX $XXX

This example assumes:

(1) That you invest $10,000 in the Fund for the time periods indicated, and
then redeem all of your shares at the end of those periods.

(2) That your investment has a 5% return each year.

(3) That the Fund's operating expenses remain the same.

Your actual costs may be higher or lower than those shown above.

What is a "REIT"?

A "REIT" or Real Estate Investment Trust (pronounced reet) is a corporation or
business trust that owns, manages and develops pools of properties - from
apartments and office buildings to self-storage facilities. Like a stock, REIT
shares are traded freely and may be listed on a major stock exchange.

Important Note: The Fund will close to new investors when it reaches 0.3% of the
REIT market capitalization. As of December 31, 1998 this figure was $X.

ON THE WEB: WWW.FREMONTFUNDS.COM 19
<PAGE>
FREMONT MUTUAL FUNDS

INCOME

FREMONT BOND FUND

OBJECTIVE AND STRATEGY

The Fremont Bond Fund seeks to maximize total return consistent with the
preservation of capital by investing in debt securities such as high quality
corporate, mortgage-backed, international and government bonds. Normally, the
Fund will invest at least 65% of its total assets in these types of bonds.

In its effort to provide consistently attractive returns, Fund management:

o Focuses on longer term (three- to five-year) trends, such as demographics,
political conditions and structural changes in the economy.

o Annually updates its long-term outlook by determining a general
maturity/duration range for the portfolio in relation to the market.

o Attempts to keep duration within a moderate range to help control risk.

o Invests primarily in securities rated Baa/BBB or better by Moody's/S&P or
those of comparable quality.

MAIN RISKS

The Fund is designed for investors who are willing to accept the risks involved
in investing in corporate, mortgage-backed and government bonds. Specifically,
bonds are subject to changes in value resulting from changes in interest rates.
Generally, as interest rates rise, the value of fixed rate bonds declines.

Another risk of investing in bonds is that the issuer may be unable to make
timely interest or principal payments. This credit risk extends to bonds issued
by foreign governments.

Changes in interest rates, the credit-worthiness of the bond issuers, and
economic conditions may lower the values of individual bonds or the entire bond
portfolio. From time to time it may be difficult to buy or sell certain bonds in
a timely manner, negatively impacting the price of the bonds affected.

There is the risk that you may lose money on your investment. For more
information on this and other investment risks, please turn to page XX.

PORTFOLIO MANAGEMENT

The Fremont Bond Fund is managed by a Sub-Advisor, Pacific Investment Management
Company (PIMCO). William H. Gross is portfolio manager of the Fund, and a
founder and managing director of PIMCO. He has 26 years of professional
fixed-income investment experience.

In addition to serving as the Sub-Advisor to the Fremont Bond Fund, PIMCO
manages over $XXX billion in fixed-income investments for institutional clients,
as of December 31, 1998.

(PHOTO)

Bill Gross

20 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
PERFORMANCE

The information below shows the risks of investing in the Fund by showing
changes in the Fund's performance from year to year. The performance shown is
for complete calendar year annual returns.

ANNUAL PERFORMANCE
[CHART]

COMPARATIVE RETURNS
(Average Annual Total Returns for the periods ended December 31, 1998)

Fremont Bond Fund
Inception
1 Yr 5 Yrs (4/30/93)
- -------------------------------------
XX.X% XX.X% XX.X%

Lehman Bros. Aggregate Bond Index
Since
1 Yr 5 Yrs (4/30/93)
- -------------------------------------
XX.X% XX.X% XX.X%

The table above compares the performance of the Fremont Bond Fund to that of its
benchmark index, the Lehman Brothers Aggregate Bond Index. (See Investment Terms
for a description of the index.)

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Shareholder Fees

None

Annual Fund Operating Expenses
- -deducted from Fund assets

(1) The Advisor is contractually obligated to waive 0.05% of the 0.15%
administrative fee until March 1, 2000.

EXAMPLE

The example below is intended to help you compare the cost of investing in this
Fund with the cost of investing in other mutual funds.

Fremont Bond Fund
1 Yr 3 Yrs 5 Yrs 10 Yrs
------------------------------------------
$X $XX $XX $XXX

This example assumes:

(1) That you invest $10,000 in the Fund for the time periods indicated, and
then redeem all of your shares at the end of those periods.

(2) That your investment has a 5% return each year.

(3) That the Fund's operating expenses remain the same.

Your actual costs may be higher or lower than those shown above.

What do "maturity" and "duration" mean?

A bond's "maturity" is the date by which a bond issuer promises to repay the
principal amount of the bond.

"Duration" measures how bond prices change in response to interest rate changes.
Keeping duration at a relatively moderate level can help control risk.

ON THE WEB: WWW.FREMONTFUNDS.COM 21
<PAGE>
FREMONT MUTUAL FUNDS

INCOME

FREMONT CALIFORNIA INTERMEDIATE TAX-FREE FUND

OBJECTIVE AND STRATEGY

The Fremont California Intermediate Tax-Free Fund seeks to provide income that
is free from both federal and California state income taxes. The Fund typically
invests in high quality intermediate-term California municipal bonds, and is
intended for investment by California residents.

Normally, the Fund will invest at least 80% of its net assets in California
municipal securities with a quality comparable to the four highest ratings
categories of Moody's or S&P. The average maturity of these intermediate-term
securities is normally 3-10 years.

Fund management seeks to achieve its objective by:

(1) Identifying interest rate trends and adjusting the portfolio's duration
accordingly.

(2) Shortening duration when interest rates are rising, and lengthening
duration when interest rates are coming down.

(3) Focusing on those market sectors and individual securities believed to be
undervalued.

MAIN RISKS

The Fund is designed for investors who are California residents. Since the Fund
concentrates its investments on California municipal securities, the value of
your investment will be affected by factors that impact the California economy
or its political, geographic and demographic conditions. The value of individual
bonds or the entire portfolio may be adversely impacted by changes that impact
the ability of the state or local governments to impose taxes or authorize
spending.

Changes in interest rates, the credit-worthiness of individual bond issuers, and
general economic conditions in California may depress the values of individual
bonds or the entire bond portfolio. Occasionally it may be difficult to buy or
sell certain bonds in a timely manner, and this could negatively impact the
price of those bonds.

Additionally, the Fund is non-diversified. That means that the Fund may make
larger investments in individual bond issues or in issues of a single
governmental unit. The price of the Fund may therefore change more frequently
than would the price of a more diversified fund.

There is the risk that you may lose money on your investment. For more
information on this and other investment risks, please turn to page XX.

PORTFOLIO MANAGEMENT

The Fremont California Intermediate Tax-Free Fund is managed by a Sub-Advisor,
Rayner Associates, Inc.. Arno A. Rayner is the President of Rayner Associates
and William C. Williams is Senior Vice President of the firm. Both serve as
co-managers of the California Intermediate Tax-Free Fund.

Rayner Associates was founded in 1977 and, as of December 31, 1998, managed over
$65 million in fixed income assets for private clients. Mr. Rayner and Mr.
Williams were formerly portfolio managers with Industrial Indemnity Company, one
of the largest institutional owners of California municipal bonds.

(PHOTO)

Arno Rayner

22 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
PERFORMANCE

The information below shows the risks of investing in the Fund by showing
changes in the Fund's performance from year to year. The performance shown is
for complete calendar year annual returns.

ANNUAL PERFORMANCE
[CHART]

COMPARATIVE RETURNS
(Average Annual Total Returns for the periods ended December 31, 1998)

Fremont California Intermediate
Tax-Free Fund
Inception
1 Yr 5 Yrs (11/16/90)
- --------------------------------
XX.X% XX.X% XX.X%

Lehman Bros. 5-Yr. State G.O. Index
Since
1 Yr 5 Yrs (11/16/90)
- --------------------------------
XX.X% XX.X% XX.X%

The table above compares the performance of the Fremont California Intermediate
Tax-Free Fund to that of its benchmark index, the Lehman Brothers 5-Year State
General Obligation Index (see Investment Terms for a description of the index).
Rayner Associates, Inc. started managing the Fund on August 1, 1998.

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Shareholder Fees

None

Annual Fund Operating Expenses
- -deducted from Fund assets

Management Fees ............................ ____ %
Distribution (12b-1) Fees .................. ____ %
Other Expenses ............................. ____ %
Total Annual Fund
Operating Expenses ..................... ____ %
Less: Fees waived and
Reimbursed(1) .......................... ____ %
Net Operating Expenses ..................... ____ %

(1) The Advisor is contractually obligated to limit the fund's expenses to 0.49%
until March 1, 2000.

EXAMPLE

The example below is intended to help you compare the cost of investing in this
Fund with the cost of investing in other mutual funds.

Fremont California Intermediate
Tax-Free Fund
1 Yr 3 Yrs 5 Yrs 10 Yrs
------------------------------------------
$X $XX $XX $XXX

The example assumes:

(1) That you invest $10,000 in the Fund for the time periods indicated, and
then redeem all of your shares at the end of those periods.

(2) That your investment has a 5% return each year.

(3) That the Fund's operating expenses remain the same. Your actual costs may
be higher or lower than those shown above.

Important Tax Note:

A portion of the Fund's distribution may be subject to federal, state, or local
taxes or the alternative minimum tax (AMT).

ON THE WEB: WWW.FREMONTFUNDS.COM 23
<PAGE>
FREMONT MUTUAL FUNDS

INCOME

FREMONT MONEY MARKET FUND

OBJECTIVE AND STRATEGY

The Fremont Money Market Fund seeks to maximize current income consistent with
preservation of capital and liquidity. The Fund invests primarily in high
quality short-term money market instruments with maturities of 397 days or less.

Fund management believes they can deliver consistently superior performance by
conducting:

o Independent research

o Managing maturities

o Careful trading

As it seeks to meet its objective, Fund management attempts to:

o Determine short-term interest rate trends.

o Adjust average portfolio maturity to take advantage of interest rate
forecasts. Generally, average maturity is shortened if interest rates are
projected to trend higher, and lengthened if interest rates are projected
to fall.

o Identify opportunities presented by companies offering higher yields than
similarly rated firms.

MAIN RISKS

An investment in the Fremont Money Market Fund is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency.
Although the Fund seeks to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the Fund.

For more information on investment risks, please turn to page XX.

PORTFOLIO MANAGEMENT

The Fremont Money Market Fund is managed by Fremont Investment Advisors. Norman
Gee is portfolio manager of the Fund.

Norman Gee has 16 years of professional money market investment experience. He
has served as portfolio manager of the Fremont Money Fund since its inception on
November 18, 1988.

(PHOTO)

Norman Gee

24 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
PERFORMANCE

The information below shows the risks of investing in the Fund by showing
changes in the Fund's performance from year to year. The performance shown is
for complete calendar year annual returns.

ANNUAL PERFORMANCE
[CHART]

COMPARATIVE RETURNS
(Average Annual Total Returns for the periods ended December 31, 1998)

Fremont Money Market Fund
1 Yr 5 Yrs 10 Yrs
- ----------------------------
X.XX% X.XX% X.XX%

IBC First Tier Taxable Average
1 Yr 5 Yrs 10 Yrs
- ----------------------------
X.XX% X.XX% X.XX%

The table above compares the performance of the Fremont Money Market Fund to
that of its benchmark index, the IBC Money Market First Tier Taxable Average.
(See Investment Terms for a description of the index.)

You can obtain the Fund's current 7-day yield anytime by calling 800-548-4539
(press 3).

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Shareholder Fees

None

Annual Fund Operating Expenses
- -deducted from Fund assets

EXAMPLE

The example below is intended to help you compare the cost of investing in this
Fund with the cost of investing in other mutual funds.

Fremont Money Market Fund
1 Yr 3 Yrs 5 Yrs 10 Yrs
------------------------------------------
$X $XX $XX $XXX

The example assumes:

(1) That you invest $10,000 in the Fund for the time periods indicated, and
then redeem all of your shares at the end of those periods.

(2) That your investment has a 5% return each year.

(3) That the Fund's operating expenses remain the same.

Your actual costs may be higher or lower than those shown above.

Important Money Market Fund Features

The Fremont Money Market Fund has three features that should be of interest to
people who have money to invest over the short term:

(1) Share price of $1.00 - Fremont is committed to maintaining a price of $1.00
per share.

(2) Monthly dividends - dividends are calculated daily and paid monthly.

(3) Checkwriting - checks are free with a $250 minimum.

ON THE WEB: WWW.FREMONTFUNDS.COM 25
<PAGE>
ABOUT THE ADVISOR

Fremont Investment Advisors, Inc. (referred to in this Prospectus as the
"Advisor"), located at 333 Market Street, Suite 2600, San Francisco, California,
provides Fremont Mutual Funds with investment management and administrative
services. The Advisor was formed in 1986 by a group of investment professionals
that served as the in-house investment management team for Bechtel Group, Inc.,
the global engineering firm.

These professionals have provided investment management services to the Bechtel
Retirement Plan and the Bechtel Foundation since 1978. The Advisor now manages
investments for institutions and individuals, in addition to continuing to
service the Bechtel Group. The Advisor's Investment Committee oversees the
portfolio management of the Funds.

What a Sub-Advisor does

In addition to directly managing some of the Funds, the Advisor has hired
investment management firms (referred to as "Sub-Advisors") to manage the
portfolios of certain funds. Sub-Advisors are used to provide shareholders with
access to world-class investment talent usually available only to the largest
institutional investors. Even though the Advisor may hire Sub-Advisors, the
Advisor may choose to manage all or a portion of each Fund's portfolio directly.
Sub-Advisors are paid by the Advisor and not by the Funds.

In 1996, Fremont Mutual Funds and the Advisor obtained from the Securities and
Exchange Commission an order that permits the Advisor to hire and terminate
sub-advisors, and modify sub-advisory agreements without the prior approval of
shareholders. Fremont Mutual Funds' Board of Directors reviews and approves the
hiring of new Sub-advisors. If the Advisor hires a new Sub-Advisor or materially
changes a sub-advisory agreement, the Advisor will notify shareholders of all
changes including sub-advisory fees.

Kern Capital Management LLC, the Sub-Advisor to the Fremont U.S. Micro-Cap and
U.S. Small Cap Funds, is partially owned by the Advisors.

MANAGEMENT FEES FREMONT FUND ANNUAL RATE

This table shows the Global X%
management fee paid International Growth X%
to the Advisor over International Small Cap X%
the past fiscal Emerging Markets X%
year: Growth X%
Select X%
U.S. Small Cap X%
U.S. Micro-Cap X%
Real Estate Securities X%
Bond X%
California Intermediate
Tax Free X%
Money Market X%

Performance history of the Real Estate Securities Fund's Sub-Advisor

Fremont chose Kensington to manage its Real Estate Securities Fund because of
Kensington's record managing real estate securities, shown below:

AVERAGE ANNUAL TOTAL RETURNS FOR PERIOD ENDED DECEMBER 31, 1998

1 Year Inception-to-Date(1)
------ --------------------
Kensington Investment Group X.XX% XX.XX%

NAREIT Total Return Index(2) X.XX% XX.XX%

S&P 500 Index(2,3) X.XX% XX.XX%

(1) Returns for July 10, 1994 through December 31, 1998. (2) Unlike Kensington
Investment Group net returns, index returns do not reflect any fees or expenses.
(3) Returns for the Standard & Poor's 500 Index are computed monthly and assume
reinvestment of dividends.

The Kensington Investment Group's performance record is based on separately
managed accounts that had an investment objective, policies and strategy
substantially similar to that of the Fremont Real Estate Securities Fund. These
accounts were not, however, set up under the special rules regulating mutual
funds.

Since the methodology used to calculate performance for separately managed
accounts is different from that required for mutual funds, Kensington's
performance has been adjusted to reflect the gross expenses for the Fremont Real
Estate Securities Fund. Moreover, Fremont believes that the performance for the
separate accounts would be substantially the same if it were recalculated in
accordance with standard mutual fund performance rules. This performance is
historical and is not indicative of the future results.

26 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
UNDERSTANDING INVESTMENT RISK

GENERAL RISKS OF INVESTING

o Market Risk: The market value of individual securities may go up or down,
sometimes rapidly and unpredictably. These changes may occur over long or
short periods of time, and may cause a Fund's shares to be worth more or less
than they were at the time of purchase. Market risk could apply to individual
securities, a segment of the market, or the market overall.

o Liquidity Risk: From time to time, certain Fund investments may be illiquid,
or difficult to sell, and this could affect performance. If, for example, the
fund is not able to sell certain stocks or bonds at the desired time and
price, this may limit it's ability to buy other securities.

o Portfolio Turnover: The Fremont Mutual Funds generally intend to purchase
securities for long-term investment rather than short-term gains. However, a
security may be held for a shorter than expected period of time if, among
other things, the manager needs to raise cash or feels that the investment
has met its objective. Also, stocks or bonds may be sold sooner than
anticipated due to unexpected changes in the markets, or in the company that
issued the securities. Portfolio turnover rates are generally not a factor in
making buy and sell decisions. A high portfolio turnover rate may result in
higher costs relating to brokerage commissions, dealer mark-ups and other
transaction costs. The sale of selling securities may also create taxable
capital gains.

o Temporary Defensive Measures: From time to time, a Fremont mutual fund may
invest a portion of its assets in money market securities as a temporary
defensive measure. Of course, a Fund cannot pursue its stated investment
objective while taking these defensive measures.

o Environmental Risk: Fund performance could be affected if natural disasters
(such as drought, earthquakes, floods, and hurricanes) have economic
consequences that influence markets, or individual stocks or bonds.

o Year 2000 Risk: The operation of a fund's service providers could be
disrupted due to computer problems related to the Year 2000. This situation
exists across all industries and may negatively impact the companies in which
the Funds invest and by extension the value of the Funds' shares. Fremont is
actively monitoring its service providers and will develop a contingency plan
in the event that such service providers fail to adequately adapt their
systems in time. Fremont does not expect the costs related to the Year 2000
problem to be substantial to the Funds since those costs are borne by the
service providers and not directly by the Funds.

- --------------------------------------------------------------------------------

RISKS OF INVESTING IN FOREIGN SECURITIES:

o Currency Risk: A Fund's portfolio may be affected by a change in the rate of
exchange from local currencies to U.S. dollars or if a counterparty to a
forward currency contract were unable to meet its obligation. Changes in
exchange rates could reduce or even eliminate profits made on the investments
in securities.

o Political and Economic Risk: A fund's portfolio may be affected by social,
political or economic events occurring in the home countries of the issuers.
Underdeveloped and developing countries may have relatively unstable
governments and economies based on only a few industries. There is the
possibility that government action or a change in political control in one or
more of these countries could adversely affect the value of a Fund's
portfolio.

o Information Risk: Companies in foreign countries are generally not subjected
to the same accounting, auditing, and financial standards as U.S. companies.
Their financial reports may not reflect the same information on the company
as would be reported had the reports been prepared using U.S. standards.

o Foreign Market Risk: The foreign securities markets of emerging countries may
be less liquid and more volatile than developed domestic markets. Certain
countries may require payment for securities before delivery and delays may
be encountered in settling securities transactions. In certain markets there
may not be protection against failure by other parties to complete
transactions. Foreign stock exchanges may be less stringent in overseeing
companies than those in the U.S.

(continued next page)

ON THE WEB: WWW.FREMONTFUNDS.COM 27
<PAGE>
FREMONT MUTUAL FUNDS

RISKS OF INVESTING IN FOREIGN SECURITIES (CON'T)

Additionally, the costs to buy and sell securities, including brokerage
commissions, taxes, and custodian fees, are generally higher in foreign markets
than for transactions in the U.S. markets.

o Euro Conversion Risk: Several European Countries, including Austria, Belgium,
Finland, France, German, Ireland, Italy, Luxem-bourg, The Netherlands,
Portugal and Spain, adopted a single uniform currency known as the "euro,"
effective January 1, 1999. The euro conversion could have potential adverse
effects on the Fund's ability to value their portfolio holdings in foreign
securities, and could increase the costs associated with the Fund's
operations. The Company and the Advisor are working with the providers of
services to the Funds in the areas of clearance and settlement of trades in
an effort to avoid any material impact on the Funds due to the euro
conversion; there can be no assurance, however, that the steps taken by the
Company or the Advisor will be sufficient to avoid any adverse impact on the
Funds.

- --------------------------------------------------------------------------------

RISKS OF INVESTING IN BOND FUNDS

o Interest Rate Risk: A Fund's value may decline as a result of changes in
interest rates. Fixed rate debt securities will usually decline in value as
interest rates rise.

o Credit Risk: A Fund's value may decline if any of the bonds it holds decrease
in value because its issuer is unable to make interest or principal payments
on the debt.

- --------------------------------------------------------------------------------

RISKS OF INVESTING IN STOCK FUNDS:

o Investments in Small Companies: Small companies may have limited product
lines, markets, or financial resources, and their management may be dependent
on a limited number of key individuals. Securities of these companies may
have limited market liquidity (due, for example, to low trading volume), and
may be subject to more abrupt or erratic market movements than larger
companies.

o Investing in Real Estate Securities: The Fremont Real Estate Securities Fund
may be subject to risks similar to those associated with the direct ownership
of real estate (in addition to general securities markets risks) because of
its policy of concentration in the securities of companies in the real estate
industry. 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. In addition, mortgage REITs may
be affected by the ability of borrowers to repay the debt extended by the
REIT on time. equity REITs may be similarly 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.

28 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
SHAREHOLDER GUIDE

TYPES OF ACCOUNTS AVAILABLE

Once you choose the mutual funds that are right for you, you should choose the
type of account you want to invest in. Fremont offers you a variety of accounts
designed for your investment needs. Review the types of accounts described below
to find the type of account that is best for you.

ACCOUNT TYPE PURPOSE DESCRIPTION

INDIVIDUAL For your general Individual accounts are
investment needs owned by one person.

JOINT TENANTS For the general Joint tenant accounts
investment needs are owned by more than
of two or more one person.
people

GIFT TO MINOR To invest for a Gift or Transfer to Minor
minor's education (UGMA/UTMA) Custodial
or other future Accounts provide a way
needs. to invest on behalf of
a minor.

TRUST For money being The trust or plan must
invested by a be established before
trust, employee an account can be
benefit plan, or opened.
profit-sharing
plan.

CORPORATION, For investment needs You will need to provide
PARTNERSHIP OR of corporations, a certified corporate
OTHER ENTITY associations, resolution with your
partnerships, application.
institutions,
or other groups.

RETIREMENT ACCOUNTS These accounts require a specific application. To order,
call 800-548-4539 (press 1).

TRADITIONAL IRA Allows you to make This type of retirement
deductible or non- account allows anyone
deductible age 70 1/2 with earned
contributions to income to save up to
your retirement $2,000 per tax year. If
account, and defer your spouse has less
paying taxes on than $2,000 in earned
your earnings income, he or she may
until after you still contribute up to
withdraw the money $2,000 to an IRA, as
from your account long as you and your
- usually after spouse's combined
retirement. earned income is at
least $4,000.

ROTH IRA Allows you to make Single taxpayers with
non-deductible income up to $95,000
contributions to per year, and married
your retirement couples with income up
account today, and to $150,000 per year,
withdraw your earnings may contribute up to
tax-free after you are $2,000 each, or $4,000
59 1/2 and have had per couple, respectively,
the account for at per year.
least 5 years.

SIMPLIFIED EMPLOYEE Allows owners and SEP-IRAs allow small
PENSION PLAN employees of small business owners or
(SEP-IRA) businesses with fewer those with self-employment
than 5 employees to income to make tax-deductible
invest tax-deferred contributions of up to
for retirement. 15% of the first
$160,000 of compensation
per year for themselves
and any eligible employees.

SIMPLE IRA Allows owners and This type of IRA must
employees of small be established by an
businesses with 5 employer (including a
to 99 participants self-employed person).
to invest tax-deferred SIMPLE IRAs enable all
for retirement. employees of the employer
to invest up to $6,000
of pre-tax income, deferring
taxes until retirement. The
employer is also generally
required to make a
contribution for each employee
who elects to contribute.

OTHER A Fremont Mutual Fund
RETIREMENT may be used as an
PLANS investment in many
other kinds of
employer-sponsored
retirement plans. All
of these accounts need
to be established by
the trustee of the
plan.

ON THE WEB: WWW.FREMONTFUNDS.COM 29
<PAGE>
SHAREHOLDER GUIDE

HOW TO INVEST

There are a number of ways to invest at Fremont. The minimum initial investment
is $2,000 for a regular account and $1,000 for an IRA. Establish an Automatic
Investment Plan when opening an account and Fremont will waive the new account
minimum.

INVESTMENT METHOD TO OPEN AN ACCOUNT TO ADD TO YOUR INVESTMENT

BY MAIL Mail in an Account Mail your check or
Application with your money order payable
check or money order to Fremont Mutual
payable to Fremont Funds for $100 or
Mutual Funds. Fremont more.
will not accept third
party checks.

BY TELEPHONE Use the Telephone Use the Telephone
(TELEPHONE Exchange Privilege Exchange Privilege to
EXCHANGE to move $2,000 or move your investment
PRIVILEGE) more ($1,000 for IRAs) from one Fremont Fund
from an existing Fremont to another. Please
Fund account into a new, note that exchanges
identically registered between Funds are
account. To use the subject to capital
Telephone Exchange gains taxes.
Privilege, you must
first sign up for the
privilege by checking
the appropriate box on
your Account Application.
After you sign up, please
allow time for Fremont to
open your account.

BY TELEPHONE -- Transfer money from
(AUTOBUY PROGRAM) your bank to your
Fremont account by
telephone. You must
sign up for this
privilege on your
Account Application,
and attach a voided
check.

BY WIRE -- Call 800-548-4539
(press 2) to request
bank routing information
for wiring your money to
Fremont. Not available
for IRA accounts.

BY AUTOMATIC -- Use the Automatic
INVESTMENT PLAN Investment Plan to
move money ($50 minimum)
from your financial
institution (via
Automated Clearing House)
to your Fremont account
once or twice each month.
For more information about
the Automatic Investment
Plan, see the text
immediately below. To
participate, call to request
an Automatic Investment Plan
Request form.

- --------------------------------------------------------------------------------

FREMONT MAKES IT EASY TO INVEST

The Automatic Investment Plan

This convenient service allows you to automatically transfer money once or twice
a month from your pre-designated bank account to any Fremont Fund.

o The amount of the monthly investment must be at least $50.

o Open your account with the Automatic Investment Plan, and we will waive the
new account minimum.

o If your transfer date falls on a weekend or holiday, we will process the
transaction on the previous business day.

To change the amount or frequency of your automatic investments, or to stop
future investments, you must notify us in writing or by calling 800-548-4539
(press 2). We must receive your request at least 5 days prior to your next
scheduled investment date.

30 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
SHAREHOLDER GUIDE

WHAT YOU SHOULD KNOW WHEN MAKING AN INVESTMENT:

HOW A MUTUAL FUND IS PRICED

A Fund's net asset value, or NAV, is the price of a single share. The NAV is
computed by adding up the value of the Fund's investments, cash, and other
assets, subtracting its liabilities, and then dividing the total by the number
of shares outstanding.

The Fund's NAV is calculated after the close of the New York Stock Exchange
(NYSE), usually 4:00 p.m. Eastern time, on each day that the exchange is open
for trading ("Closing Time").

The Money Market Fund values its assets based on an amortized cost method which
approximates value. This method is not affected by changes in the market.

All other Fremont Funds value their portfolio securities and assets using price
quotes from the primary market in which they are traded. If prices are not
readily available, values will be determined using a method adopted by the
Fund's Board of Directors. This value may be higher or lower than the
securities' closing price in their relevant markets.

PRICING FOREIGN SECURITIES

Values of foreign securities are translated from the local currency into U.S.
dollars using that day's exchange rates. Because of the different trading hours
in various foreign markets, the calculation of NAV does not take place at the
same time as the determination of the prices of many foreign securities held by
the Funds. These timing differences may have a significant effect on a Fund's
NAV.

WHEN AN ORDER TO BUY (OR SELL) IS CONSIDERED RECEIVED

Your investment and your application must both be received by the close of the
New York Stock Exchange on a day that the market is open for you to receive that
day's price.

All orders received after market close will be processed with the next day's
NAV.

An order is considered received when the application (for a new account) or
information identifying the account and the investment are received and accepted
by Fremont's transfer agent.

OTHER PURCHASING POLICIES

All of your purchases must be made in U.S. dollars and checks must be drawn on
U.S. banks. All investment checks are subject to a ten-day hold. Fremont Mutual
Funds does not accept third party checks, cash, credit cards, or credit card
checks.

If payment for your check or telephone purchase order does not clear, your
purchase will be canceled and you will be liable for any related losses or fees
the Fund or its transfer agent incurs.

During times of drastic economic or market conditions, it may be difficult to
purchase shares by telephone. The transfer agent will do its best to accommodate
all Fremont shareholders, but you should consider using overnight mail if you
find that you are unable to get through on the telephone.

EXCHANGES BETWEEN FUNDS

In order to keep fund expenses low for all shareholders, Fremont discourages
frequent exchanges, purchases and sales of fund shares. If a shareholder
exhibits a pattern of frequent trading, the Advisor reserves the right to refuse
to accept further purchase and exchange orders from that shareholder upon giving
60 days' written notice.

DISTRIBUTION PLAN FEES

Several of the Fremont Funds have adopted a plan under Rule 12b-1 that allows
the Fund to pay for the sale and distribution of its shares. Because these fees
are paid out of the Fund's assets on an on-going basis, over time these fees
will increase the cost of your investment and may cost you more than paying
other types of sales charges.

INVESTING THROUGH OTHER INVESTMENT FIRMS

You may purchase or redeem shares of the Funds through authorized
broker-dealers, banks, or other financial institutions. These institutions may
charge for their services or place limitations on the extent to which you may
use the services offered by Fremont Mutual Funds.

ON THE WEB: WWW.FREMONTFUNDS.COM 31
<PAGE>
SHAREHOLDER GUIDE

HOW TO SELL YOUR SHARES

You can arrange to take money out of your Fund account at any time by selling
(redeeming) some or all of your shares. Your shares will be sold at the next
calculated NAV, or share price, after your order is received and accepted. We
will not process a redemption request until the documentation described below
has been received by the Transfer Agent in proper form.

When you sell your shares, you may choose one of the selling methods described
in the table below, as well as how you would like to receive your money.

Fremont has put several safeguards in place which are intended to protect the
interests of our shareholders. By providing all the information requested when
you sell your shares, you help us to complete your order in as timely a manner
as possible.

SELLING METHOD FEATURES AND REQUIREMENTS

BY MAIL Mail your instructions to: If you are using overnight
Fremont Mutual Funds, Inc. mail:
C/O National Financial Fremont Mutual Funds, Inc.
Data Services C/O National Financial
P.O. Box 419343 Data Services
Kansas City, MO 64141-6343 330 W. 9th Street
Kansas City, MO 641055

BY TELEPHONE The Telephone Redemption Privilege allows you to redeem your
(TELEPHONE shares by phone. You must make your telephone redemptions by
REDEMPTION Closing Time to receive that day's price. You must provide written
PRIVILEGE) authorization to add this privilege to your account prior to
making the request.

BY AUTOMATIC The Automatic Withdrawal Plan (explained more fully below) lets
WITHDRAWAL you set up automatic monthly, quarterly or annual redemptions from
PLAN your account in specified dollar amounts ($100 minimum). To
establish the feature, complete an Automatic Withdrawal Request
form which is available by calling 800-548-4539 (press 2).

HOW WOULD YOU LIKE TO RECEIVE YOUR MONEY?

o By Check - Your check will be sent by regular mail to your
address on file.
o By Wire - There is a $10 service fee.
o By Electronic Transfer - Please allow 3 business days. Before
placing your order, check to make sure that your financial
institution can receive Electronic Transfers made through the
Automated Clearing House.

SPECIAL SERVICES AVAILABLE:

AUTOMATIC WITHDRAWAL PLAN

This convenient service allows you to arrange to receive as little as $100 from
a Fremont Fund account on either a monthly, quarterly or annual basis. There is
currently no charge for this service, but there are several policies you should
be aware of:

o Redemptions by check will be made on the 15th and/or the last business day
of the month.

o Redemptions made by electronic transfer will be made on the date you
indicate on your Automatic Withdrawal Form.

o If the withdrawal date falls on a weekend or holiday we will process the
transaction on the prior business day.

o You may also request automatic exchanges and transfers of a specified
dollar amount.

WIRE TRANSFER

You may wish to wire the proceeds of a redemption from your Fremont account to
another financial institution. If you wire money from your Fremont account,
shares from your Fremont account are sold on the day we receive your
instructions (if you call before the Closing Time).

Generally, the wire transfer is processed the next business day. The

(continued next page)

32 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
SHAREHOLDER GUIDE

SPECIAL SERVICES AVAILABLE (CON'T)

money should arrive at your financial institution the same day the wire is sent.

In order to use the wire redemption feature, bank account instructions must be
established prior to the requests. You may authorize the wire privilege on your
new account application, or by written instruction with a signature guarantee,
and provide Fremont with bank account instructions. A $10 fee applies each time
you wire money from your Fremont account.

CHECK REDEMPTION PRIVILEGE

The Fremont Money Market Fund, the Fremont Bond Fund, and the Fremont California
Intermediate Tax-Free Fund offer check redemption privileges for your account,
except for retirement accounts. Please note that:

o There is no charge for the checks.

o The check must be written for at least $250.

o On the date that the check is presented for payment, the amount of the
check will be deducted from your account

o You may not close your account by writing a check.

- --------------------------------------------------------------------------------

WHAT YOU SHOULD KNOW BEFORE REDEEMING SHARES:

HOW WE DETERMINE THE REDEMPTION PRICE

The price at which your shares will be redeemed is determined by the time of day
Fremont Mutual Funds' transfer agent (National Financial Data Services or NFDS),
or another authorized agent, receives your redemption request. If a request is
received before Closing Time, the redemption price will be the Fund's net asset
value reported for that day.

If a request is received after Closing Time, the redemption price will be the
Fund's net asset value reported for the next day the market is open.

HOW TO REDEEM AT TODAY'S PRICE

If you have signed up for the Telephone Redemption Privilege, you may call in
your redemption request before Closing Time to receive that day's share price.
Or, you may arrange to have your written redemption request, with a signature
guarantee, if required, and any supporting documents, delivered to NFDS before
Closing Time.

FEES FOR REDEEMING SHARES

o If you sell shares of the International Small Cap Fund after holding them
for less than six months, the Fund will deduct a 2% short-term redemption
fee on these shares.

o All wire transactions are subject to a $10 fee.

REDEMPTIONS IN KIND

In extreme conditions, there is a possibility that Fremont may honor all or some
of a redemption amount as a "redemption in kind." This means that you could
receive some or all of your redemption in readily marketable securities held by
the Fund.

ABOUT REDEMPTION CHECKS

Normally, redemption proceeds will be mailed within three days after

(continued next page)

REDEMPTION CHECKLIST:

Fremont would like to fulfill your request to sell shares as quickly as
possible. Here are reminders to help you avoid some of the common problems
that can delay the sale process:

[X] Include all your account information - your name, the fund's name, and
your account number.

[X] Provide your preferred redemption method - check, wire, or electronic
transfer.

[X] Specify the dollar amount or number of shares you are redeeming. For
IRA accounts, specify the percent of your holdings that you would like
withheld for taxes.

[X] Have all account owners sign the letter of instruction - if you send
us a letter of instruction, make sure that all account owners have
signed the letter requesting the sale.

[X] Have signature(s) guaranteed when needed - review the signature
guarantee requirements on page 34. Be sure to provide one if your sale
meets those requirements.

ON THE WEB: WWW.FREMONTFUNDS.COM 33
<PAGE>
SHAREHOLDER GUIDE

OTHER POLICIES YOU SHOULD KNOW ABOUT (CON'T.)

your redemption request is received although it can take up to 10 days. A Fund
may hold payment on redemptions until it is reasonably satisfied that it has
received payment for a recent purchase.

Redemption checks are made payable to the shareholder(s) of record; if you wish
for the check to be made payable to someone other than the account owners, you
must submit your request in writing, and the signatures of all shareholders of
record must be guaranteed. For more information about a "signature guarantee"
please see below.

WHEN YOU CAN'T REDEEM

Redemptions may be suspended or payment dates postponed on days when NYSE is
closed (other than weekends or holidays), when trading on the NYSE is
restricted, or as permitted by the Securities and Exchange Commission.

During times of drastic economic or market conditions, it may be difficult to
sell shares by telephone. Fremont will do its best to accommodate all
shareholders, but you should consider using overnight mail if you find that you
are unable to get through by telephone.

WHEN ADDITIONAL DOCUMENTATION IS REQUIRED

Certain accounts (such as trust accounts, corporate accounts and custodial
accounts) may require documentation in addition to the redemption request. For
more information, please call 800-548-4539 and press 2.

WHEN YOU NEED A SIGNATURE GUARANTEE

Certain requests must include a signature guarantee, which is designed to
protect you and Fremont from fraudulent activities. Your request must be made in
writing and include a signature guarantee if any of the following situations
applies:

o You wish to redeem more than $50,000 worth of shares.

o The check is being mailed to an address different from the one on your
account (address of record).

o The check is being made payable to someone other than the account owner.

o You are instructing us to change your bank account information.

HOW TO OBTAIN A SIGNATURE GUARANTEE

You should be able to obtain a signature guarantee from a bank, broker-dealer,
credit union (if authorized under state law), securities exchange or
association, clearing agency, or savings association. A notary public cannot
provide a signature guarantee.

If you would like more information about the signature guarantee, or would like
to sign up for the Telephone Redemption Privilege after you have already opened
your account, please call 800-548-4539 and press 2.

- --------------------------------------------------------------------------------

MONITORING YOUR INVESTMENT

There are a variety of ways to track your mutual fund investment. Most major
newspapers carry daily mutual fund listings, and you can also find daily prices
on the Fremont Funds web site (www.fremontfunds.com) 24 hours a day.

You can check fund prices, your account balances, and process transactions by
calling our 24-hour automated line at 800-548-4539 (press 3).

In addition, you will receive statements and reports regarding your account on a
regular basis:

o Confirmation statements will be sent when you make a transaction in your
account or change your account registration.

o Quarterly statements for Fremont stock funds, with account information as
of the end of March, June, September and December.

o Monthly statements are issued for the Fremont Money Market Fund, Fremont
Bond Fund, and Fremont California Intermediate Tax-Free Fund.

o Annual and Semi-Annual Reports for shareholders.

You can request duplicate statements or copies of your historical account
information, by calling 800-548-4539 (press 2).

34 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
SHAREHOLDER GUIDE

DIVIDENDS AND DISTRIBUTIONS

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS HELP YOUR INVESTMENT GROW

When you open a taxable account, you should specify on your application how you
would like to receive your distributions and dividends.

A Fund pays dividends based on the income that it has received from its
investments. The dividends may be taxed as ordinary income. Distributions occur
when your Fund pays out the capital gains it has realized over the past year.
Your distributions could be taxable, depending on how long the Fund held the
investments that lead to the capital gain. Long-term capital gains are those
from securities held more than 12 months, and short-term gains are from
securities held less than 12 months.

FOUR OPTIONS ARE AVAILABLE:

As an investor, there are four different ways you can choose to receive
dividends and distributions:

(1) Automatically reinvest all dividends and capital gain distributions in
additional shares; or

(2) Receive income dividends and short-term capital gain distributions in cash
and accept long-term capital gain distributions in additional shares; or

- --------------------------------------------------------------------------------

FREMONT FUND DIVIDENDS DISTRIBUTIONS
- ------------ --------- -------------

Global Quarterly Annually
International Growth Annually Annually
International Small Cap Annually Annually
Emerging Markets Annually Annually
Growth Annually Annually
Select Annually Annually
U.S. Small Cap Annually Annually
U.S. Micro-Cap Annually Annually
Real Estate Securities Quarterly Annually
Bond Monthly Annually
California Intermediate Tax Free Monthly Annually
Money Market Monthly Annually

- --------------------------------------------------------------------------------

(3) Receive all distributions of income dividends and capital gains in cash; or

(4) Invest all dividend and capital gain distributions in another Fremont
Mutual Fund owned through an identically registered account.

If circumstances change after you make your selection, you can always change
your options by calling 800-548-4539 (press 2).

POLICIES AND PROCEDURES

For IRA accounts, all distributions are automatically reinvested because payment
of distributions in cash would be a taxable distribution from your IRA, and
might be subject to income taxes and penalties if you are under 59 1/2 years
old. After you reach age 59 1/2, you may request payment of distributions in
cash.

When you reinvest dividends and distributions, the reinvestment price is the
Fund's NAV at the close of business on the payable date.

YOUR TAX ID NUMBER IS REQUIRED

If you have not provided a correct taxpayer identification number, usually a
Social Security number, the Fund is required by the Internal Revenue Service to
withhold 31% from any dividend and/or redemption that you receive.

- --------------------------------------------------------------------------------

TAX CONSIDERATIONS

TAX PLANNING IS ESSENTIAL

As with any investment, you should consider how your investment in a Fund will
be taxed. If your account is tax-deferred or tax-exempt (for example, an IRA or
an employee benefit plan account), the information on these two pages does not
apply. If your account is not tax-deferred or tax-exempt, however, you should be
aware of these tax rules.

DISTRIBUTIONS MAY BE TAXABLE.

A distribution is a payout of realized investment gains on securities in a
Fund's portfolio. When, for example, a Fund sells a stock at a profit, that
profit has to be recorded for tax purposes, combined with all the other profits
made that year, and distributed to shareholders based on the number of shares
held.

Distributions are subject to federal

(continued next page)

35 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
SHAREHOLDER GUIDE

TAX CONSIDERATIONS (CON'T)

income tax, and may also be subject to state or local taxes.

Distributions are taxable when they are paid, whether you take them in cash or
reinvest them in additional shares. However, distributions declared in December
and paid in January are taxable as if they were paid on December 31.

Capital gains are federally taxable

For federal tax purposes, each Fund's:

o Income and short-term capital gain distributions are taxed as dividends,
meaning that you'll pay tax at your marginal tax rate on this amount;

o Long-term capital gain distributions are taxed as long-term capital gains
(currently at a maximum of 20%).

EXCHANGING SHARES

When you exchange shares of a fund for shares of another fund, this transaction
will be treated the same as a redemption and therefore any gains you realize may
be subject to tax.

TAX REPORTING

Every year, Fremont will send you and the IRS a statement, called a Form
1099-DIV, showing the amount of each taxable distribution you received in the
previous year.

TAXES ON TRANSACTIONS

A capital gain or loss is the difference between the cost of your shares and the
price you receive when you sell them.

Your redemptions-including exchanges between Funds-are subject to capital gains
tax.

FOREIGN INCOME TAXES

Dividends and interest from foreign issuers earned by the Fund may be subject to
withholding and other taxes imposed by foreign countries, generally at rates
from 10% to 40%. These taxes are paid by the Fund, not by you personally.

Tax conventions between certain countries and the United States may reduce or
eliminate these taxes. Foreign countries generally do not impose taxes on
capital gains with respect to investments by non-resident investors.

U.S. shareholders may be entitled to a credit or deduction for foreign income
taxes paid by Fremont's global and international funds.

REAL ESTATE INVESTMENT TRUST TAXES

Real Estate Investment Trusts, or REITs, do not provide complete information
about the taxability of their distributions until after the calendar year end.
For this reason the Fremont Real Estate Securities Fund may request permission
each year from the Internal Revenue Service to extend the deadline for issuing
Form 1099-DIV to February 28.

ON THE WEB: WWW.FREMONTFUNDS.COM 36
<PAGE>
INVESTMENT TERMS

Advisor - A firm that provides investment management and administrative
services, in this case, Fremont Investment Advisors, Inc.

Automated Clearing House (ACH) - An outside service provider for Fremont Mutual
Funds that transfers money between Fremont and other participating financial
institutions.

Benchmark Index - A recognized measure of performance, of stock or bond markets.
All mutual funds are required to have a relevant benchmark index, so that
investors have a standard by which to judge fund performance over time.

Bond - An IOU issued by a government agency, municipality or private firm. The
buyer of a bond is effectively loaning money to the bond issuer, who agrees to
pay back the loan on a certain date in the future, and make interest payments
during the life of the loan.

Bond Quality - Bonds are rated for their degree of investment risk, or
credit-worthiness. Generally, the less credit-worthy a bond, the higher the
interest rate it has to pay to attract buyers. Ratings range from AAA (highly
unlikely to default) to D (in default).

Broker-Dealer - A firm that is licensed to carry out a securities transaction.
Examples would be Charles Schwab or E*Trade.

Capital Gain - The sale price of an investment less the original purchase price.
If the number is positive there is a gain. For example, if a Fund manager buys
10,000 shares of Stock A for $2,000,000 and later sells the same 10,000 shares
for $3,000,000, the result is a capital gain of $1,000,000 ($3,000,000 -
$2,000,000 = $1,000,000).

o Short-Term Gains - Capital gains on securities held for less than 12
months.

o Long-Term Gains - Capital gains on securities held for more than 12 months.

Capitalization (Cap) - The market value of a corporation's stock, determined by
multiplying the number of stock shares issued by the price of the stock. A
"small cap" stock, for example, has a relatively low market value in comparison
to the largest stocks.

Closing Time - When regular session trading closes on the New York Stock
Exchange, usually 4:00 p.m. Eastern Time, but sometimes earlier.

Distribution - A payout of realized capital gains on the securities in a Fund's
portfolio. Generally, once a year each Fremont Mutual Fund calculates the
profits it has made that year on the sale of securities, adds all other profits,
and distributes the profits to the Fund's investors based on the number of
shares they hold.

Dividend - The payout of income earned on an investment to a shareholder. Like
other mutual funds, Fremont Mutual Funds periodically pay dividends to
shareholders based on the income received from investments.

Duration - Measures how sensitive a bond's price is to interest changes.

Emerging Market - A less developed market in a country with a low per capita
income.

Forward Contract - An agreement to purchase or buy a certain quantity of an
investment (such as government bonds) at the current price on a specified date
in the future.

IBC Money Market Insight Index - This index is based on the 30-day average
percentage yield on all money market funds reported in the IBC Financial Data's
Moneyfund Report. The money market funds reported are all highly-rated taxable
funds.

Index Futures - An agreement to purchase or buy a certain quantity of all the
securities that make up an index (such as the stocks that comprise the S&P 500
Index) at the current price on a specified date in the future.

Interest Rate - The rate that a borrower pays a money lender for the use of
money. If the issuer of a bond (a government or corporation, for example) pays
$1,200 per year for a $10,000 bond, the interest rate is 12%.

Intermediate-Term - For bonds, a bond that matures most commonly in 3 to 10
years.

International - Refers to a mutual fund or investment strategy that invests
outside the United States.

Global - Refers to a mutual fund or investment strategy that invests all over
the world, including the United States.

Growth investing - An investor with a growth orientation focuses on a company's
growth prospects, rather than its current stock price.

Lehman Brothers Aggregate Bond Index - This index covers the U.S. investment
grade fixed rate bond market, including both government and corporate bonds.
Lehman Brothers Government/Corporate Intermediate Index - This index includes
all investment grade government and corporate bonds with a maturity between 1
and 10 years.

Liquidity - the ability to buy or sell an investment quickly without affecting
its price.

Maturity - A bond's "maturity" is the date by which a bond issuer promises to
repay the principal amount of the bond.

Money Market - the market for short-term debt instruments (such as certificates
of deposit, U.S. Treasury bills and discount notes issued by federal government
agencies).

Morgan Stanley Capital International (MSCI) Emerging Markets Free Index -
Composed of all publicly traded stocks issued by 22 countries, including
Argentina, Brazil, Chile, Greece, India, Israel, Malaysia, Mexico, the
Philippines, Poland, and Thailand.

37 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
INVESTMENT TERMS

Morgan Stanley Capital International (MSCI) EAFE (Europe, Australia, Far East)
Index - Composed of all of the publicly traded stocks in 20 developed markets.
Among the countries included are Australia, France, Germany, Italy, Japan,
Singapore, Spain and the United Kingdom.

Mutual Fund - An investment company that pools the money of many people to
invest in any of a variety of different types of securities. A mutual fund
offers investors the advantages of investment diversification and professional
management.

Non-Diversified Mutual Fund - A mutual fund that is allowed by its prospectus to
make large investments in a relatively small number of stocks or bonds.

NAREIT (National Association of Real Estate Investment Trusts) Index - This
index measures all Real Estate Investment Trusts (REITs) listed on the New York
Stock Exchange, American Stock Exchange and NASDAQ National Market System. The
index is weighted to reflect the total market value of the REITs included.

Net Asset Value (or NAV) - The price of a single Fund share. Calculated by
adding up the value of all the Fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding.

No-Load Mutual Fund - A type of mutual fund that does not impose a charge for
purchasing or redeeming shares, so that all of your money goes to work for you.
All Fremont Mutual Funds are no-load funds.

Portfolio - An investor's or Fund's combined holdings.

Portfolio Turnover - The percentage of the dollar value of the portfolio which
is replaced each year. This is calculated by dividing the total purchases or
sales for the year, whichever is less, by the average assets for the year.

Real Estate Investment Trust (REIT) - A Real Estate Investment Trust (REIT;
pronounced reet) is a corporation or business trust that owns, manages and/or
develops pools of properties - from apartments and office buildings to
self-storage facilities. Like a stock, REIT shares are traded freely and may be
listed on a major stock exchange.

Redemption - The act of selling shares of a mutual fund.

Redemption Fee - A fee charged by a Fund when an investor sells Fund shares soon
after buying them. Redemption fees help to control Fund expenses. Usually a Fund
charges a redemption fee when it is expensive or difficult to quickly sell the
shares purchased by the Fund.

Russell 2000 Index - Composed of the 2000 smallest stocks in the Russell 3000
Index, and is widely regarded in the industry as the premier measure of small
cap stocks.

Russell 3000 Index - Composed of the 3000 largest U.S. companies as measured by
market capitalization, and represents about 98% of the U.S. stock market.

Russell Mid Cap - Composed of all medium and small companies included among the
largest 1,000 companies in the Russell 3000 Index.

Salomon Brothers Extended Market Index (EMI) - Composed of the smallest 20% of
publicly-traded stocks in the U.S. market.

Security - A type of investment whose authenticity is attested to by a legal
document. Stocks, bonds, options and warrants are examples of a security. A
stock certificate signifies partial ownership of a corporation. A bond
demonstrates that the possessor is owed money by a corporation or government
body.

Signature Guarantee - A security measure that confirms your identity, required
for certain transactions in order to reduce fraud. For these transactions,
signatures must be guaranteed by an "eligible guarantor" - a bank,
broker-dealer, credit union, national securities exchange, registered securities
association, clearing agency or savings association. A notary public is not an
acceptable guarantor.

S&P 500(R) Composite Stock Price Index - A widely-recognized unmanaged index of
500 common stock prices.

Standard & Poor's Corporation (S&P) - One of the two best known and most
respected bond rating agencies in the United States.

Stock - A share of ownership in a corporation.

Sub-Advisor - A firm hired by the advisor of a fund to manage or co-manage that
fund's investment portfolio.

Transfer Agent - The service provider retained by a mutual fund company to keep
shareholder records, manage the flow of shareholders' funds, and resolve
administrative issues.

Value Investing - An investor with a value orientation looks for strong
companies that are currently priced low by the market, hoping that the stock
price will rise when the market realizes the stock's true value.

Wire - A method of transferring money between your Fremont account and another
financial institution using the Federal Reserve Wiring System.

ON THE WEB: WWW.FREMONTFUNDS.COM 38
<PAGE>
FINANCIAL HIGHLIGHTS

The financial highlights of the Funds presented here and the pages following
have been audited by PricewaterhouseCoopers, LLP, independent accountants. Their
report covering each of the five fiscal years in the period ended October 31,
1998, is included in the Fund's Annual Report.

<TABLE>
<CAPTION>
GLOBAL FUND Year Ended October 31
- ----------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Selected Per Share Data
for one share outstanding during the period
Net asset value, beginning of period $ 15.11 $ 14.24 $ 13.13 $ 13.17
------- --------- --------- --------- ---------

Income from Investment Operations
Net investment income .45 .39 .40 .26
Net realized and unrealized gain (loss) 1.31 1.49 1.24 (.03)
------- --------- --------- --------- ---------
Total investment operations 1.76 1.88 1.64 .23
------- --------- --------- --------- ---------

Less Distributions
From net investment income (.52) (.44) (.50) (.14)
From net realized gains (2.19) (.57) (.03) (.13)
------- --------- --------- --------- ---------
Total distributions (2.71) (1.01) (.53) (.27)
------- --------- --------- --------- ---------
Net asset value, end of period $ 14.16 $ 15.11 $ 14.24 $ 13.13
========= ========= ========= =========

Total Return 13.01% 13.72% 12.78% 1.74%

Ratios and Supplemental Data
Net assets, end of period (000s omitted) $ 665,747 $ 572,150 $ 482,355 $ 453,623
Ratio of net expenses to average net assets(2) .85% .87% .88% .95%
Ratio of gross expenses to average net assets(2) .85% .87% .88% .95%
Ratio of net investment income to average net assets 2.66% 2.66% 2.98% 2.47%
Portfolio turnover rate 48% 71% 83% 52%
</TABLE>

For footnote references, see "Notes to Financial Highlights" on page XX.

<TABLE>
<CAPTION>
INTERNATIONAL GROWTH FUND Year Ended October 31 Period from
- --------------------------------------------------------------------------------------------------------- 3/1/94 to
1998 1997 1996 1995 10/31/94
---- ---- ---- ---- --------
<S> <C> <C> <C> <C> <C>
Selected Per Share Data
for one share outstanding during the period
Net asset value, beginning of period $ 10.40 $ 9.72 $ 9.79 $ 9.57
------- -------- -------- -------- --------
Income from Investment Operations
Net investment income (loss) .02 (.02) .10 .02
Net realized and unrealized gain (loss) (.02) .71 (.09) .20
------- -------- -------- -------- --------
Total investment operations - .69 .01 .22
------- -------- -------- -------- --------

Less Distributions
From net investment income - (.01) (.08) -
From net realized gains (.03) - - -
Total distributions (.03) (.01) (.08) -
------- -------- -------- -------- --------
Net asset value, end of period $ 10.37 $ 10.40 $ 9.72 $ 9.79
======== ======== ======== ========

Total Return -0.01% 7.07% 0.13% 2.30%

Ratios and Supplemental Data

Net assets, end of period (000s omitted) $ 38,643 $ 35,273 $ 32,156 $ 29,725
Ratio of net expenses to average net assets(2) 1.50% 1.50% 1.50% 1.50%*
Ratio of gross expenses to average net assets(2) - - - -
Ratio of net investment income (loss) to average
net assets .34% -.20% 1.19% .35%*
Portfolio turnover rate 95% 74% 32% 30%
</TABLE>

For footnote references, see "Notes to Financial Highlights" on page XX.

FREMONT MUTUAL FUNDS 39
<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
INTERNATIONAL SMALL CAP FUND Year Ended October 31 Period from
- --------------------------------------------------------------------------------------------------------------- 6/30/94 to
1998 1997 1996 1995 10/31/94
---- ---- ---- ---- --------
<S> <C> <C> <C> <C> <C>
Selected Per Share Data
for one share outstanding during the period

Net asset value, beginning of period $ 10.15 $ 9.00 $ 9.86 $ 10.00
---------- --------- -------- --------- --------
Income from Investment Operations
Net investment income (loss) .14 .14 .10 (.01)
Net realized and unrealized gain (loss) (1.58) 1.08 (.88) (.13)
---------- --------- -------- --------- --------
Total investment operations (1.44) 1.22 (.78) (.14)
---------- --------- -------- --------- --------

Less Distributions
From net investment income (.21) (.07) (.08) -
From net realized gains (.27) - - -
---------- --------- -------- --------- --------
Total distributions (.48) (.07) (.08) -
---------- --------- -------- --------- --------
Net asset value, end of period $ 8.23 $ 10.15 $ 9.00 $ 9.86
========= ========= ========= ========

Total Return -14.56% 13.69%(1) -7.96%(1) -1.40%

Ratios and Supplemental Data
Net assets, end of period (000s omitted) $ 8,534 $ 9,214 $ 4,245 $ 1,768
Ratio of net expenses to average net assets(2) 1.50% 1.81% 2.06% 2.50%*
Ratio of gross expenses to average net assets(2) 1.50% 2.50% 2.50% 2.50%*
Ratio of net investment income (loss) to average
net assets 1.97% 1.61% 1.67% -0.28%*
Portfolio turnover rate 56% 74% 96% -

</TABLE>

For footnote references, see "Notes to Financial Highlights" on page XX.

<TABLE>
<CAPTION>
EMERGING MARKETS FUND Year Ended October 31 Period from
- ------------------------------------------------------------------------------------ 6/24/96 to
1998 1997 10/31/96
---- ---- --------
<S> <C> <C> <C>
Selected Per Share Data
for one share outstanding during the period

Net asset value, beginning of period $ 9.62 $ 10.00
----------- ----------- -----------
Income from Investment Operations
Net investment income .17 .10
Net realized and unrealized gain (loss) 1.03 (.41)
----------- ----------- -----------
Total investment operations 1.20 (.31)
----------- ----------- -----------
Less Distributions
From net investment income (.06) (.07)
From net realized gains (1.18) --
----------- ----------- -----------
Total distributions (1.24) (.07)
----------- ----------- -----------
Net asset value, end of period $ 9.58 $ 9.62
=========== ===========
Total Return(1) 12.55% -3.12%
Ratios and Supplemental Data
Net assets, end of period (000s omitted) $ 12,175 $ 3,772
Ratio of net expenses to average net assets(2) .26% --
Ratio of gross expenses to average net assets(2) 2.63% 4.95%*
Ratio of net investment income to average net assets 2.04% 3.32%*
Portfolio turnover rate 208% 7%
</TABLE>

For footnote references, see "Notes to Financial Highlights" on page XX.

40 FREMONT MUTUAL FUNDS
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
U.S. MICRO-CAP FUND Year Ended October 31
- ----------------------------------------------------------------------------------------------------------------- Period from
6/30/94 to
1998 1997 1996 1995 10/31/94
---- ---- ---- ---- --------
<S> <C> <C> <C> <C> <C>
Selected Per Share Data
for one share outstanding during the period
Net asset value, beginning of period $ 19.63 $ 14.34 $ 10.34 $ 10.00
--------- --------- --------- --------- -------
Income from Investment Operations
Net investment income (loss) (.10) (.04) (.05) .02
Net realized and unrealized gain 5.60 5.83 4.05 .34
--------- --------- --------- --------- -------
Total investment operations 5.50 5.79 4.00 .36
--------- --------- --------- --------- -------
Less Distributions
From net investment income -- -- -- (.02)
From net realized gains (2.44) (.50) -- --
--------- --------- --------- --------- -------
Total distributions (2.44) (.50) -- (.02)
--------- --------- --------- --------- -------
Net asset value, end of period $ 22.69 $ 19.63 $ 14.34 $ 10.34
========= ========= ========= =======
Total Return 28.80%(1) 41.46%(1) 38.68%(1) 3.60%
Ratios and Supplemental Data
Net assets, end of period (000s omitted) $ 171,507 $ 102,481 $ 7,792 $ 2,052
Ratio of net expenses to average net assets(2) 1.88% 1.96% 2.04% 2.50%*
Ratio of gross expenses to average net assets(2) 1.90% 2.22% 2.50% 2.50%*
Ratio of net investment income (loss) to average net assets -.67% -.51% -.67% .68%*
Portfolio turnover rate 125% 81% 144% 44%
</TABLE>

For footnote references, see "Notes to Financial Highlights" on page XX.

<TABLE>
<CAPTION>
U.S. SMALL CAP FUND Period from
- ---------------------------------------------------------------------- 9/24/97 to
1998 10/31/97
---- --------
<S> <C> <C>
Selected Per Share Data
for one share outstanding during the period
Net asset value, beginning of period $ 10.00
-------- --------
Income from Investment Operations
Net investment income (loss) .02
Net realized and unrealized gain (loss) (.42)
-------- --------
Total investment operations (.40)
-------- --------
Less Distributions
From net investment income (.02)
From net realized gains (.01)
-------- --------
Total distributions (.03)
-------- --------
Net asset value, end of period $ 9.57
========
Total Return(1) -4.06%
Ratios and Supplemental Data
Net assets, end of period (000s omitted) $ 5,350
Ratio of net expenses to average net assets(2) 1.50%*
Ratio of gross expenses to average net assets(2) 3.32%*
Ratio of net investment income (loss) to average net assets 1.81%*
Portfolio turnover rate 8%
</TABLE>

For footnote references, see "Notes to Financial Highlights" on page XX.

FREMONT MUTUAL FUNDS 41
<PAGE>
FINANCIAL HIGHLIGHTS

Period from
12/31/97 to
SELECT FUND October 31, 1998
- ------------------------------------------------------------------------
Selected Per Share Data
for one share outstanding during the period
Net asset value, beginning of period
-------
Income from Investment Operations
Net investment loss
Net realized and unrealized gain
-------
Total investment operations
-------
Less Distributions
From net investment income
From net realized gains
-------
Total distributions
-------
Net asset value, end of period
Total Return(1)
Ratios and Supplemental Data
Net assets, end of period (000s omitted)
Ratio of net expenses to average net assets(2)
Ratio of gross expenses to average net assets(2)
Ratio of net investment loss to average net assets
Portfolio turnover rate

For footnote references, see "Notes to Financial Highlights" on page XX.

<TABLE>
<CAPTION>
GROWTH FUND Year Ended October 31
- -------------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Selected Per Share Data
for one share outstanding during the period
Net asset value, beginning of period $ 15.02 $ 13.06 $ 10.46 $ 11.25
--------- --------- -------- --------- --------
Income from Investment Operations
Net investment income .20 .10 .13 .21
Net realized and unrealized gain (loss) 3.43 2.65 2.74 (.02)
--------- --------- -------- --------- --------
Total investment operations 3.63 2.75 2.87 .19
--------- --------- -------- --------- --------
Less Distributions
From net investment income (.22) (.08) (.17) (.18)
From net realized gains (3.47) (.71) (.10) (.80)
--------- --------- -------- --------- --------
Total distributions (3.69) (.79) (.27) (.98)
--------- --------- -------- --------- --------
Net asset value, end of period $ 14.96 $ 15.02 $ 13.06 $ 10.46
========= ======== ========= ========
Total Return 29.26% 22.06% 28.12%1 1.72%1
Ratios and Supplemental Data
Net assets, end of period (000s omitted) $ 147,641 $ 78,624 $ 59,632 $ 27,244
Ratio of net expenses to average net assets(2) .85% .92% .97% .94%
Ratio of gross expenses to average net assets(2) .85% .92% 1.01% 1.08%
Ratio of net investment income to average net assets 1.44% .75% 1.02% 1.31%
Portfolio turnover rate 48% 129% 108% 55%
</TABLE>

For footnote references, see "Notes to Financial Highlights" on page XX.

42 FREMONT MUTUAL FUNDS
<PAGE>
FINANCIAL HIGHLIGHTS

Period from
12/31/97 to
REAL ESTATE SECURITIES FUND October 31, 1998
- -----------------------------------------------------------------------
Selected Per Share Data
for one share outstanding during the period
Net asset value, beginning of period
---------
Income from Investment Operations
Net investment income
Net realized and unrealized loss
---------
Total investment operations
---------
Less Distributions
From net investment income
From net realized gains
---------
Total distributions
---------
Net asset value, end of period
=========
Total Return(1)
Ratios and Supplemental Data
Net assets, end of period (000s omitted)
Ratio of net expenses to average net assets(2)
Ratio of gross expenses to average net assets(2)
Ratio of net investment income to average net assets
Portfolio turnover rate

For footnote references, see "Notes to Financial Highlights" on page XX.

<TABLE>
<CAPTION>
BOND FUND Year Ended October 31
- -----------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Selected Per Share Data
for one share outstanding during the period
Net asset value, beginning of period $ 9.99 $ 10.13 $ 9.29 $ 10.27
-------- -------- -------- -------- --------
Income from Investment Operations
Net investment income .67 .67 .65 .53
Net realized and unrealized gain (loss) .25 .11 .83 (.98)
-------- -------- -------- -------- --------
Total investment operations .92 .78 1.48 (.45)
-------- -------- -------- -------- --------
Less Distributions
From net investment income (.66) (.70) (.64) (.53)
From net realized gains (.02) (.22) -- --
-------- -------- -------- -------- --------
Total distributions (.68) (.92) (.64) (.53)
-------- -------- -------- -------- --------
Net asset value, end of period $ 10.23 $ 9.99 $ 10.13 $ 9.29
======== =======- ======== ========
Total Return(1) 9.54% 8.18% 16.49% -4.42%
Ratios and Supplemental Data
Net assets, end of period (000s omitted) $ 90,302 $ 70,577 $ 86,343 $ 64,244
Ratio of net expenses to average net assets(2) .61% .68% .60% .66%
Ratio of gross expenses to average net assets(2) .76% .83% .75% 1.04%
Ratio of net investment income to average net assets 6.40% 6.82% 6.69% 5.76%
Portfolio turnover rate 191% 154% 21% 205%

</TABLE>

For footnote references, see "Notes to Financial Highlights" on page XX.

FREMONT MUTUAL FUNDS 43
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
MONEY MARKET FUND Year Ended October 31
- ----------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Selected Per Share Data
for one share outstanding during the period
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- --------- --------- ---------
Income from Investment Operations
Net investment income .05 .05 .06 .03
-------- -------- --------- --------- ---------
Total investment operations .05 .05 .06 .03
-------- -------- --------- --------- ---------
Less Distributions
From net investment income (.05) (.05) (.06) (.03)
-------- -------- --------- --------- ---------
Total distributions (.05) (.05) (.06) (.03)
-------- -------- --------- --------- ---------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ========= ========= =========
Total Return(1) 5.39% 5.34% 5.84% 3.49%
Ratios and Supplemental Data
Net assets, end of period (000s omitted) $433,152 $ 329,652 $ 299,312 $ 224,439
Ratio of net expenses to average net assets(2) .30% .31% .30% .46%
Ratio of gross expenses to average net assets(2) .45% .46% .45% .61%
Ratio of net investment income to average net assets 5.26% 5.22% 5.70% 4.02%
</TABLE>

For footnote references, see "Notes to Financial Highlights" on page XX.

<TABLE>
<CAPTION>
CALIFORNIA INTERMEDIATE TAX-FREE FUND Year Ended October 31
- --------------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Selected Per Share Data
for one share outstanding during the period
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 10.80 $ 10.86 $ 10.13 $ 11.10
-------- -------- -------- -------- --------
Income from Investment Operations
Net investment income .51 .52 .53 .53
Net realized and unrealized gain (loss) .20 (.03) .73 (.97)
-------- -------- -------- -------- --------
Total investment operations .71 .49 1.26 (.44)
-------- -------- -------- -------- --------
Less Distributions
From net investment income (.51) (.52) (.53) (.53)
From net realized gains (.01) (.03) -- --
-------- -------- -------- -------- --------
Total distributions (.52) (.55) (.53) (.53)
-------- -------- -------- -------- --------
Net asset value, end of period $ 10.99 $ 10.80 $ 10.86 $ 10.13
======== ======== ======== ========
Total Return(1) 6.75% 4.63% 12.77% -3.94%
Ratios and Supplemental Data
Net assets, end of period (000s omitted) $ 64,309 $ 51,156 $ 50,313 $ 58,305
Ratio of net expenses to average net assets(2) .49% .51% .50% .51%
Ratio of gross expenses to average net assets(2) .69% .73% .72% .71%
Ratio of net investment income to average net assets 4.72% 4.86% 5.08% 4.94%
Portfolio turnover rate 6% 6% 18% 21%
</TABLE>

For footnote references, see "Notes to Financial Highlights" on page XX.

44 FREMONT MUTUAL FUNDS
<PAGE>
NOTES TO FINANCIAL HIGHLIGHTS

The following notes are being used as referenced items in the Financial
Highlights of the Funds presented on pages X through X.

1 Total return would have been lower had the advisor not waived and/or
reimbursed expenses.

2 The Advisor has voluntarily waived and/or reimbursed some of its fees for
the Funds. The waivers are voluntary and may be changed in the future. For
the Emerging Markets Fund, the Bond Fund, the Money Market Fund and the
California Intermediate Tax-Free Fund, all fees waived in the past cannot
be recouped in the future.

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

For the International Growth Fund, the International Small Cap Fund, the
U.S. Small Cap Fund, the Select Fund and the Real Estate Securities Fund,
to the extent management fees are waived and/or other expenses are
reimbursed by the Advisor, a 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.

For the International Growth Fund and the International Small Cap Fund, the
Advisor has voluntarily limited the total operating expenses to 1.50% of
average net assets beginning on March 2, 1998. Prior to March 2, 1998, the
Advisor received a single management fee (i.e., a unitary fee) from these
Funds.

For the Emerging Markets Fund and the U.S. Small Cap Fund, the Advisor has
voluntarily limited the total operating expenses to 1.50% of average net
assets.

For the Select Fund, the Advisor has voluntarily limited the total
operating expenses to 1.40% of average net assets.

For the Growth Fund, the administrative fees were voluntarily waived from
August 14, 1992 to March 31, 1995.

For the Real Estate Securities Fund, the Advisor voluntarily limited the
total operating expenses to 1.50% of average net assets beginning July 1,
1998. Prior to July 1, 1998, the Advisor limited the total operating
expenses to 0.50%. The Advisor voluntarily agreed to waive the management
fee for the first six months, until June 30, 1998, and would have continued
to waive the management fee until December 31, 1998 or until the assets in
the Fund reach $25 million. As of June 30, 1998, the Fund's assets reached
over $33 million, and therefore, the management fee waiver was
discontinued.

For the Bond Fund, the Advisor has voluntarily waived 0.10% out of the
0.15% administrative fee beginning on March 1, 1998. Prior to March 1,
1998, the Advisor voluntarily waived the administrative fee in its
entirety.

For the Money Market Fund, the Advisor has voluntarily waived the
administrative fee in its entirety.

For the California Intermediate Tax-Free Fund, the Advisor has voluntarily
reduced the advisory and administrative fees to 0.30% and 0.005% ,
respectively, of average net assets.

For the U.S. Micro-Cap Fund, management fees were voluntarily waived from
February 1, 1995 to January 8, 1997. Under the terms of the Advisory
agreement, the Advisor receives a single management fee from the U.S.
Micro-Cap Fund, and is obligated to pay all expenses of the Funds except
extraordinary expenses (as determined by a majority of the disinterested
directors) and interest, brokerage commissions, and other transaction
charges relating to the investing activities of those Funds.

Pursuant to Rule 12b-1 under the Investment Company Act of 1940, the
International Growth Fund, the International Small Cap Fund, the Emerging
Markets Fund, the U.S. Small Cap Fund, the Select Fund and the Real Estate
Securities Fund have adopted a plan of distribution under which the Funds
may directly compensate the Advisor for certain distribution-related
expenses. The annual limitation for compensation to the Advisor pursuant to
the plan of distribution is 0.25% of a Fund's average daily net assets. All
payments are reviewed by the Board of Directors. On August 1, 1998, the
12b-1 plan of the International Small Cap Fund was discontinued.

Each 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 year ended October 31, 1998, no
reimbursements were required or made to any Fund by the Advisor to comply
with these limitations.

* Annualized

ON THE WEB: WWW.FREMONTFUNDS.COM 45
<PAGE>
[BACK COVER]

FREMONT MUTUAL FUNDS

For More Information

In addition to the Fund information contained in this Prospectus, you may also
request the following free publications from either Fremont Mutual Funds or the
Securities and Exchange Commission (SEC):

Annual and Semi-Annual Reports:

Additional information about the Funds' investments is available in the Funds'
Annual and Semi-Annual Reports to shareholders. In the Funds' Annual and
Semi-Annual Reports, you will find a discussion of the market conditions and
investment strategies that significantly affected each Fund's performance during
the last fiscal year.

Statement of Additional Information:

This publication gives you more information about each Fund's investment
strategy. Legally it is "incorporated by reference," or considered part of, this
Prospectus.

SEC Contact Information:

Toll-free number: 1-800-SEC-0330
Web site address: http://www.sec.gov

You may also obtain copies of these publications by visiting the SEC's Public
Reference Room in Washington, D.C., or by sending your request and a duplicating
fee to the SEC's Public Reference Section, Washington, D.C. 20549-6009.

[FREMONT FUNDS LOGO]

For general information:
800-548-4539 (press 1), or 816-435-1777 (outside U.S.)
Please visit our web site at: www.fremontfunds.com

SEC File No: 811-5632

Distributed by First Fund Distributors, Inc., San Francisco, CA 94105
Copyright 1998 Fremont Mutual Funds, Inc. All rights reserved.
<PAGE>
[COVER]

MARCH 1, 1999

FREMONT MUTUAL FUNDS, INC.

PROSPECTUS

o Institutional
U.S. Micro-Cap Fund

FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND

Detailed descriptions of:

Objective and Strategy .................................................. ?
Main Risks .............................................................. ?
Performance ............................................................. ?
Fees and Expenses ....................................................... ?
Portfolio Management .................................................... ?
About the Advisor ....................................................... ?
Understanding Investment Risk ........................................... ?

SHAREHOLDER GUIDE

Managing your Fremont account.

Types of Accounts ....................................................... ?
How to Invest ........................................................... ?
How to Sell Your Shares ................................................. ?
Dividends, Distributions and Taxes ...................................... ?

APPENDIX

Investment Terms ........................................................ ?
Financial Highlights .................................................... ?
<PAGE>
FREMONT MUTUAL FUNDS

AGGRESSIVE GROWTH

FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND

OBJECTIVE AND STRATEGY

The Fremont Institutional U.S. Micro-Cap Fund seeks long-term capital
appreciation by investing in stocks of U.S. micro-cap companies. Normally, the
Fund will invest at least 65% of its total assets in these U.S. micro-cap
stocks.

To select stocks, Fund management will:

o Focus on business sectors where they believe the level of innovation is
greatest, such as technology, health care, consumer products and services.

o Use fundamental analysis to identify small, relatively unknown companies
that exhibit the potential to become much larger and more successful
companies.

o Meet with corporate managers to discuss business plans and strategies.

o Seek to invest in companies early in their growth cycle.

MAIN RISKS

Since these companies may still be dominated by their founder, they may lack
depth of managerial talent.

The stocks of many small companies are traded in the over-the-counter market
("OTC") rather than on the New York or American Stock Exchanges. Sometimes
buyers and sellers of these stocks are difficult to find. As a result, the value
of the Fund's investments and its shares may also be subject to rapid and
significant price changes.

There is the risk that you may lose money on your investment. For more
information on this and other investment risks, please turn to page XX.

PORTFOLIO MANAGEMENT

The Fremont Institutional U.S. Micro-Cap Fund is managed by Sub-Advisor, Kern
Capital Management LLC, ("KCM"). Founded in 1997, KCM is an investment
management firm specializing in small-cap and micro-cap companies. Robert E.
Kern, Jr. is the lead portfolio manager of the Fund, and President and Chief
Executive Officer of KCM. The Fund's senior investment managers are Robert E.
Kern, Jr., David G. Kern, CFA, and Judy R. Finger, CFA.

Mr. Kern was one of the first investment professionals to focus on micro-cap
stocks when in 1982 he began managing the Bechtel Post-Venture Capital Account,
while with Morgan Grenfell Asset Management, Inc.

[PHOTO]

Bob Kern, Jr.

2 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
PERFORMANCE

The information below shows the risks of investing in the Fund by showing
changes in the Fund's performance from year to year. The performance shown is
for complete calendar year annual returns.

During the period shown in the bar chart, the highest return for a quarter was
____ % for the quarter ending 00/00/00. The lowest return for a quarter was ____
% for the quarter ending 00/00/00. How the Fund has performed in the past is not
necessarily an indication of how it will perform in the future.

ANNUAL PERFORMANCE
[CHART]

COMPARATIVE RETURNS

(Average Annual Total Returns for the
periods ended December 31, 1998)

Fremont Institutional
U.S. Micro-Cap Fund

Inception
1 Yr (8/4/97)
- ----------------------------------
XX.X% XX.X%

Russell 2000 Index

Since
1 Yr (8/4/97)
- ----------------------------------
XX.X% XX.X%

The table above compares the performance of the Fremont Institutional U.S.
Micro-Cap Fund to that of its benchmark index, the Russell 2000 Index. (See
Investment Terms for a description of the index.)

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Shareholder Fees

None

Annual Fund Operating Expenses
- -deducted from Fund assets

Management Fees(1) ........... ____ %
Distribution (12b-1) Fees .... ____ %
Other Expenses ............... ____ %
Total Annual Fund
Operating Expenses . ____ %

(1) The Advisor is contractually obligated to limit the fund's expenses to 1.25%
until March 1, 2000

EXAMPLE

The example below is intended to help you compare the cost of investing in this
Fund with the cost of investing in other mutual funds.

Fremont Institutional
U.S. Micro-Cap Fund

1 Yr 3 Yrs 5 Yrs 10 Yrs
--------------------------------
$X $XX $XX $XXX

This example assumes:

(1) That you invest $10,000 in the Fund for the time periods indicated, and
then redeem all of your shares at the end of those periods.

(2) That your investment has a 5% return each year.

(3) That the Fund's operating expenses remain the same.

Your actual costs may be higher or lower than those shown above.

What is a "micro-cap" stock?

The micro-cap investment universe represents the least efficient segment of the
equities market and is a breeding gound for entrepreneurial companies. Micro-cap
companies typically receive less Wall Street research coverage. The key to
successful micro-cap investing is identifying these up-and-coming companies
before they are recognized by others.

ON THE WEB: WWW.FREMONTFUNDS.COM 3
<PAGE>
ABOUT THE ADVISOR

Fremont Investment Advisors, Inc. (referred to in this Prospectus as the
"Advisor"), located at 333 Market Street, Suite 2600, San Francisco, California,
provides the Fremont Institutional U.S. Micro-Cap Fund with investment
management and administrative services. The Advisor was formed in 1986 by a
group of investment professionals that served as the in-house investment
management team for Bechtel Group, Inc., the global engineering firm.

What a Sub-Advisor does

In addition to directly managing some of the Funds, the Advisor has hired an
investment management firm (referred to as the "Sub-Advisor") to manage the
portfolio of the Fund. The Sub-Advisor is used to provide shareholders with
access to world-class investment management talent usually available only to the
largest institutional investors. Even though the Advisor may hire a Sub-Advisor,
the Advisor may choose to manage all or a portion of the Fund's portfolio
directly. The Sub-Advisor is paid by the Advisor and not by the Fund.

In 1996, Fremont Mutual Funds and the Advisor obtained from the Securities and
Exchange Commission an order that permits the Advisor to hire and terminate
sub-advisors, and modify sub-advisory agreements without the prior approval of
shareholders. Fremont Mutual Funds' Board of Directors reviews and approves the
hiring of new Sub-Advisors. If the Advisor hires a new Sub-Advisor or materially
changes a sub-advisory agreement, the Advisor will notify shareholders of all
changes including sub-advisory fees.

Kern Capital Management LLC, the Sub-Advisor to the Fremont Institutional U.S.
Micro-Cap Fund is partially owned by the Advisor.

MANAGEMENT FEES FREMONT FUND ANNUAL RATE

This table shows the Institutional U.S. X%
management fee paid to the Micro-Cap
Advisor over the past fiscal
year:

Performance history of the Institutional U.S. Micro-Cap Fund's Predecessor

The Fremont Institutional U.S. Micro-Cap Fund is a successor to the Post-Venture
Capital Fund of Fund A of the Bechtel Corporation's retirement plan. This
post-venture fund was a separate account that Bob Kern managed since its
inception in 1982. The separate account operated with a substantially identical
investment objective, policies and strategy to that of the Fremont Institutional
U.S. Micro-Cap Fund. The performance record of the separate account and two
relevant benchmark indices appear below:

AVERAGE ANNUAL TOTAL RETURNS FOR PERIOD ENDED JUNE 30, 19971

Separate S&P 500 Russell
Account(2) Index 2000 Index
---------- ----- ----------

1 Year 21.41% 34.70% 16.33%
3 Years 33.56% 28.85% 20.06%
5 Years 25.96% 19.75% 17.87%
10 Years 17.56% 14.63% 11.14%

(1) Total return data is net of actual fees and expenses and covers periods
ended June 30, 1997, the date the Advisor transferred all assets into the Fund.
2The separate account was not registered under the Investment Company Act of
1940 and therefore, was not subject to certain investment restrictions imposed
by the 1940 Act. Had the separate account been registered under the 1940 Act,
its perfomance may have been negatively affected.

The methodology used to calculate performance for the separate account is
different from that required for mutual funds. However, the Advisor believes
that the performance for the separate account would be substantially the same if
it were recalculated in accordance with standard mutual fund performance rules.
This performance information is historical and is not indicative of the future
performance of the Fund.

4 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
UNDERSTANDING INVESTMENT RISK

GENERAL RISKS OF INVESTING

o Market Risk: The market value of individual securities may go up or down,
sometimes rapidly and unpredictably. These changes may occur over long or
short periods of time, and may cause the Fund's shares to be worth more or
less than they were at the time of purchase. Market risk could apply to
individual securities, a segment of the market, or the market overall.

o Liquidity Risk: From time to time, certain Fund investments may be
illiquid, or difficult to sell, and this could affect performance. If, for
example, the fund is not able to sell certain stocks or bonds at the
desired time and price, this may limit it's ability to buy other
securities.

o Portfolio Turnover: The Fremont Institutional U.S. Micro-Cap Fund generally
intends to purchase securities for long-term investment rather than
short-term gains. However, a security may be held for a shorter than
expected period of time if, among other things, the manager needs to raise
cash or feels that the investment has met its objective. Also, stocks or
bonds may be sold sooner than anticipated due to unexpected changes in the
markets, or in the company that issued the securities. Portfolio turnover
rates are generally not a factor in making buy and sell decisions. A high
portfolio turnover rate may result in higher costs relating to brokerage
commissions, dealer mark-ups and other transaction costs. The sale of
selling securities may also create taxable capital gains.

o Temporary Defensive Measures: From time to time, the Fremont Institutional
U.S. Micro-Cap Fund may invest a portion of its assets in money market
securities as a temporary defensive measure. Of course, the Fund cannot
pursue its stated investment objective while taking these defensive
measures.

o Environmental Risk: Fund perfor-mance could be affected if natural
disasters (such as drought, earthquakes, floods, and hurricanes) have
economic consequences that influence markets, or individual stocks or
bonds.

o Year 2000 Risk: The operation of the Fund's service providers could be
disrupted due to computer problems related to the Year 2000. This situation
exists across all industries and may negatively impact the companies in
which the Fund invests and by extension the value of the Fund's shares.
Fremont is actively monitoring its service providers and will develop a
contingency plan in the event that such service providers fail to
adequately adapt their systems in time. Fremont does not expect the costs
related to the Year 2000 problem to be substantial to the Fund since those
costs are borne by the service providers and not directly by the Fund.

- --------------------------------------------------------------------------------

RISKS OF INVESTING IN STOCK FUNDS:

o Investments in Small Companies: Small companies may have limited product
lines, markets, or financial resources, and their management may be
dependent on a limited number of key individuals. Securities of these
companies may have limited market liquidity (due, for example, to low
trading volume), and may be subject to more abrupt or erratic market
movements than larger companies.

ON THE WEB: WWW.FREMONTFUNDS.COM 5
<PAGE>
SHAREHOLDER GUIDE

TYPES OF ACCOUNTS AVAILABLE

Fremont offers you a variety of accounts designed for your investment needs.
Review the types of accounts described below to find the type of account that is
best for you.

ACCOUNT TYPE PURPOSE DESCRIPTION

INDIVIDUAL For your general Individual accounts are owned by
investment needs one person.

JOINT TENANTS For the general Joint tenant accounts are owned
investment needs of by more than one person.
two or more people

GIFT TO MINOR To invest for a Gift or Transfer to Minor
minor's education or (UGMA/UTMA) Custodial Accounts
other future needs. provide a way to invest on
behalf of a minor.

TRUST For money being The trust or plan must be
invested by a trust, established before an account
employee benefit can be opened.
plan, or
profit-sharing plan.

CORPORATION, For investment needs You will need to provide a
PARTNERSHIP OR of corporations, certified corporate resolution
OTHER ENTITY associations, with your application.
partnerships,
institutions, or
other groups.

RETIREMENT ACCOUNTS These accounts require a specific application.
To order, call 800-548-4539 (press 1).

TRADITIONAL IRA Allows you to make This type of retirement account
deductible or allows anyone age 70 1/2 with
non-deductible earned income to save up to
contributions to $2,000 per tax year. If your
your retirement spouse has less than $2,000 in
account, and defer earned income, he or she may
paying taxes on your still contribute up to $2,000 to
earnings until after an IRA, as long as you and your
you withdraw the spouse's combined earned income
money from your is at least $4,000.
account - usually
after retirement.

ROTH IRA Allows you to make Single taxpayers with income up
non-deductible to $95,000 per year, and married
contributions to couples with income up to
your retirement $150,000 per year, may
account today, and contribute up to $2,000 each, or
withdraw your $4,000 per couple, respectively,
earnings tax-free per year.
after you are 59 1/2
and have had the
account for at least
5 years.

SIMPLIFIED Allows owners and SEP-IRAs allow small business
EMPLOYEE employees of small owners or those with
PENSION PLAN businesses with self-employment income to make
(SEP-IRA) fewer than 5 tax-deductible contributions of
employees to invest up to 15% of the first $160,000
tax-deferred for of compensation per year for
retirement. themselves and any eligible
employees.

SIMPLE IRA Allows owners and This type of IRA must be
employees of small established by an employer
businesses with 5 to (including a self-employed
99 participants to person). SIMPLE IRAs enable all
invest tax-deferred employees of the employer to
for retirement. invest up to $6,000 of pre-tax
income, deferring taxes until
retirement. The employer is also
generally required to make a
contribution for each employee
who elects to contribute.

OTHER A Fremont Mutual Fund may be
RETIREMENT used as an investment in many
PLANS other kinds of
employer-sponsored retirement
plans. All of these accounts
need to be established by the
trustee of the plan.

ON THE WEB: WWW.FREMONTFUNDS.COM 6
<PAGE>
SHAREHOLDER GUIDE

HOW TO INVEST

There are a number of ways to invest at Fremont. The minimum initial investment
is $250,000 for a regular account and $5,000 for an IRA.

INVESTMENT METHOD TO OPEN AN ACCOUNT TO ADD TO YOUR INVESTMENT

BY MAIL Mail in an Account Mail your check or money order
Application with payable to Fremont Mutual Funds
your check or money for $5,000 or more.
order payable to
Fremont Mutual
Funds. Fremont will
not accept third
party checks.

BY TELEPHONE Use the Telephone Use the Telephone Exchange
(TELEPHONE Exchange Privilege Privilege to move your
EXCHANGE to move $2,000 or investment from one Fremont Fund
PRIVILEGE) more ($1,000 for to another. Please note that
IRAs) from an exchanges between Funds are
existing Fremont subject to capital gains taxes.
Fund account into a
new, identically
registered account.
To use the Telephone
Exchange Privilege,
you must first sign
up for the privilege
by checking the
appropriate box on
your Account
Application. After
you sign up, please
allow time for
Fremont to open your
account.

BY TELEPHONE Transfer money from your bank to
(AUTOBUY PROGRAM) - your Fremont account by
telephone. You must sign up for
this privilege on your Account
Application, and attach a voided
check.

BY WIRE Call 800-548-4539 (press 2) to
- request bank routing information
for wiring your money to
Fremont. Not available for IRA
accounts.

BY AUTOMATIC Use the Automatic Investment
INVESTMENT PLAN - Plan to move money ($50 minimum)
from your financial institution
(via Automated Clearing House)
to your Fremont account once or
twice each month. For more
information about the Automatic
Investment Plan, see the text
immediately below. To
participate, call to request an
Automatic Investment Plan
Request form.

- --------------------------------------------------------------------------------

FREMONT MAKES IT EASY TO INVEST

The Automatic Investment Plan

This convenient service allows you to automatically transfer money once or twice
a month from your pre-designated bank account to any Fremont Fund.

You must make your initial investment of $250,000 before starting your automatic
purchases.

o The amount of the monthly investment must be at least $50.

o If your transfer date falls on a weekend or holiday, we will process the
transaction on the previous business day.

7 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
SHAREHOLDER GUIDE

WHAT YOU SHOULD KNOW WHEN MAKING AN INVESTMENT:

How a mutual fund is priced

The Fund's net asset value, or NAV, is the price of a single share. The NAV is
computed by adding up the value of the Fund's investments, cash, and other
assets, subtracting its liabilities, and then dividing the total by the number
of shares outstanding.

The Fund's NAV is calculated after the close of the New York Stock Exchange
(NYSE), usually 4:00 p.m. Eastern time, on each day that the exchange is open
for trading ("Closing Time").

The Fund values its portfolio securities and assets using price quotes from the
primary market in which they are traded. If prices are not readily available,
values will be determined using a method adopted by the Fund's Board of
Directors. This value may be higher or lower than the securities' closing price
in their relevant markets.

When an order to buy (or sell) is considered received

Your investment and your application must both be received by the close of the
New York Stock Exchange on a day that the market is open for you to receive that
day's price.

All orders received after market close will be processed with the next day's
NAV.

An order is considered received when the application (for a new account) or
information identifying the account and the investment are received and accepted
by Fremont's transfer agent.

Other purchasing policies

If payment for your check or telephone purchase order does not clear, your
purchase will be canceled and you will be liable for any related losses or fees
the Fund or its transfer agent incurs.

Exchanges between funds

In order to keep Fund expenses low for all shareholders, Fremont discourages
frequent exchanges, purchases and sales of fund shares. If a shareholder
exhibits a pattern of frequent trading, the Advisor reserves the right to refuse
to accept further purchase and exchange orders from that shareholder upon giving
60 days' written notice.

Investing through other investment firms

You may purchase or redeem shares of the Fund through authorized broker-dealers,
banks, or other financial institutions. These institutions may charge for their
services or place limitations on the extent to which you may use the services
offered by Fremont Mutual Funds.

ON THE WEB: WWW.FREMONTFUNDS.COM 8
<PAGE>
SHAREHOLDER GUIDE

HOW TO SELL YOUR SHARES

When you sell your shares, you may choose one of the selling methods described
in the table below, as well as how you would like to receive your money.

SELLING METHOD FEATURES AND REQUIREMENTS

BY TELEPHONE The Telephone Redemption Privilege allows you to redeem your
(TELEPHONE shares by phone. You must make your telephone redemptions by
REDEMPTION Closing Time to receive that day's price. You must provide
PRIVILEGE) written authorization to add this privilege to your account
prior to making the request.

BY AUTOMATIC The Automatic Withdrawal Plan (explained more fully below)
WITHDRAWAL PLAN lets you set up automatic monthly, quarterly or annual
redemptions from your account in specified dollar amounts
($100 minimum). To establish the feature, complete an
Automatic Withdrawal Request form which is available by
calling 800-548-4539 (press 2).

HOW WOULD YOU LIKE TO RECEIVE YOUR MONEY?

o By Check - Your check will be sent by regular mail to your
address on file.

o By Wire - There is a $10 service fee.

o By Electronic Transfer - Please allow 3 business days. Before
placing your order, check to make sure that your financial
institution can receive Electronic Transfers made through the
Automated Clearing House.

SPECIAL SERVICES AVAILABLE:

Automatic Withdrawal Plan

o Redemptions by check will be made on the 15th and/or the last business day
of the month.

o Redemptions made by electronic transfer will be made on the date you
indicate on your Automatic Withdrawal Form.

o If the withdrawal date falls on a weekend or holiday we will process the
transaction on the prior business day.

o You may also request automatic exchanges and transfers of a specified
dollar amount.

Wire Transfer

Generally, the wire transfer is processed the next business day. The

(continued next page)

9 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
SHAREHOLDER GUIDE

SPECIAL SERVICES AVAILABLE (CON'T)

money should arrive at your financial institution the same day the wire is sent.

WHAT YOU SHOULD KNOW BEFORE REDEEMING SHARES:

How we determine the redemption price

If a request is received before Closing Time, the redemption price will be the
Fund's net asset value reported for that day. If a request is received after
Closing Time, the redemption price will be the Fund's net asset value reported
for the next day the market is open.

How to redeem at today's price

Fees for redeeming shares

All wire transactions are subject to a $10 fee.

Redemptions in Kind

About redemption checks

Normally, redemption proceeds will be mailed within three days after your
redemption request is received although it can take up to 10 days. A Fund may
hold payment on redemptions until it is reasonably satisfied that it has
received payment for a recent purchase.

When you can't redeem

Redemptions may be suspended or payment dates postponed on days

(continued next page)

- --------------------------------------------------------------------------------
REDEMPTION CHECKLIST:

Fremont would like to fulfill your request to sell shares as quickly as
possible. Here are reminders to help you avoid some of the common problems
that can delay the sale process:

[X] Include all your account information - your name, the fund's name, and
your account number.

[X] Provide your preferred redemption method - check, wire, or electronic
transfer.

[X] Specify the dollar amount or number of shares you are redeeming. For
IRA accounts, specify the percent of your holdings that you would like
withheld for taxes.

[X] Have all account owners sign the letter of instruction - if you send
us a letter of instruction, make sure that all account owners have
signed the letter requesting the sale.

[X] Have signature(s) guaranteed when needed - review the signature
guarantee requirements on page 34. Be sure to provide one if your sale
meets those requirements.

ON THE WEB: WWW.FREMONTFUNDS.COM 10
<PAGE>
SHAREHOLDER GUIDE

OTHER POLICIES YOU SHOULD KNOW ABOUT (CON'T.)

when NYSE is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the Securities and Exchange Commission.

When additional documentation is required

When you need a signature guarantee

o You wish to redeem more than $50,000 worth of shares.

o The check is being mailed to an address different from the one on your
account (address of record).

o The check is being made payable to someone other than the account owner.

o You are instructing us to change your bank account information.

How to obtain a signature guarantee

- --------------------------------------------------------------------------------

MONITORING YOUR INVESTMENT

There are a variety of ways to track your mutual fund investment. Most major
newspapers carry daily mutual fund listings.

You can check fund prices, your account balances, and process transactions by
calling our 24-hour automated line at 800-548-4539 (press 3). In addition, you
will receive statements and reports regarding your account on a regular basis:

o Confirmation statements will be sent when you make a transaction in your
account or change your account registration.

o Quarterly statements for Fremont stock funds, with account information as
of the end of March, June, September and December.

o Annual and Semi-Annual Reports for shareholders.

You can request duplicate statements or copies of your historical account
information, by calling 800-548-4539 (press 2).

11 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
SHAREHOLDER GUIDE

DIVIDENDS AND DISTRIBUTIONS

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and distributions help your investment grow

When you open a taxable account, you should specify on your application how you
would like to receive your distributions and dividends.

Four options are available:

As an investor, there are four different ways you can choose to receive
dividends and distributions:

- --------------------------------------------------------------------------------

FREMONT FUND DIVIDENDS DISTRIBUTIONS
Institutional U.S. Micro-Cap Annually Annually

- --------------------------------------------------------------------------------

(1) Automatically reinvest all dividends and capital gain distributions in
additional shares; or

(2) Receive income dividends and short-term capital gain distributions in cash
and accept long-term capital gain distributions in additional shares; or

(3) Receive all distributions of income dividends and capital gains in cash; or

(4) Invest all dividend and capital gain distributions in another Fremont
Mutual Fund owned through an identically registered account.

If circumstances change after you make your selection, you can always change
your options by calling 800-548-4539 (press 2).

Policies and Procedures

For IRA accounts, all distributions are automatically reinvested because payment
of distributions in cash would be a taxable distribution from your IRA, and
might be subject to income taxes and penalties if you are under 591/2 years old.
After you reach age 591/2, you may request payment of distributions in cash.

When you reinvest dividends and distributions, the reinvestment price is the
Fund's NAV at the close of business on the payable date.

Your Tax ID Number is required

- --------------------------------------------------------------------------------

TAX CONSIDERATIONS

Tax planning is essential

Distributions may be taxable.

A distribution is a payout of realized investment gains on securities in a
Fund's portfolio. When, for example, the Fund sells a stock at a profit, that
profit has to be recorded for tax purposes, combined with all the other profits
made that year, and distributed to shareholders based on the number of shares
held.

Distributions are subject to federal income tax, and may also be subject to
state or local taxes.

Capital gains are federally taxable

For federal tax purposes, the Fund's:

o Income and short-term capital gain distributions are taxed as dividends,
meaning that you'll pay tax at your marginal tax rate on this amount;

o Long-term capital gain distributions are taxed as long-term capital gains
(currently at a maximum of 20%).

(continued next page)

12 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
SHAREHOLDER GUIDE

TAX CONSIDERATIONS (CON'T)

Exchanging shares

When you exchange shares of a fund for shares of another fund, this transaction
will be treated the same as a redemption and therefore any gains you realize may
be subject to tax.

Tax reporting

Every year, Fremont will send you and the IRS a statement, called a Form
1099-DIV, showing the amount of each taxable distribution you received in the
previous year.

Taxes on transactions

A capital gain or loss is the difference between the cost of your shares and the
price you receive when you sell them.

Your redemptions-including exchanges between Funds-are subject to capital gains
tax.

ON THE WEB: WWW.FREMONTFUNDS.COM 13
<PAGE>
INVESTMENT TERMS

Advisor - A firm that provides investment management and administrative
services, in this case, Fremont Investment Advisors, Inc.

Automated Clearing House (ACH) - An outside service provider for Fremont Mutual
Funds that transfers money between Fremont and other participating financial
institutions.

Broker-Dealer - A firm that is licensed to carry out a securities transaction.
Examples would be Charles Schwab or E*Trade.

o Short-Term Gains - Capital gains on securities held for less than 12
months.

o Long-Term Gains - Capital gains on securities held for more than 12 months.

Closing Time - When regular session trading closes on the New York Stock
Exchange, usually 4:00 p.m. Eastern Time, but sometimes earlier.

Liquidity - the ability to buy or sell an investment quickly without affecting
its price.

Portfolio - An investor's or Fund's combined holdings.

Redemption - The act of selling shares of a mutual fund.

Russell 2000 Index - Composed of the 2000 smallest stocks in the Russell 3000
Index, and is widely regarded in the industry as the premier measure of small
cap stocks.

Russell 3000 Index - Composed of the 3000 largest U.S. companies as measured by
market capitalization, and represents about 98% of the U.S. stock market.

Stock - A share of ownership in a corporation.

Sub-Advisor - A firm hired by the advisor of a fund to manage or co-manage that
fund's investment portfolio.

Transfer Agent - The service provider retained by a mutual fund company to keep
shareholder records, manage the flow of shareholders' funds, and resolve
administrative issues.

Wire - A method of transferring money between your Fremont account and another
financial institution using the Federal Reserve Wiring System.

14 PHONE US: 800-548-4539 (PRESS 1)
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Period from
Year ended August 4, 1997(1) to
INSTITUTIONAL U.S. MICRO-CAP FUND October 31, 1998 October 31, 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Selected Per Share Data
for one share outstanding during the period
Net asset value, beginning of period $ 10.00
Income from Investment Operations
Net investment loss -
Net realized and unrealized gain (loss) .09
Total investment operations .09
Less Distributions
From net realized gains (.31)
Total distributions (.31)

Net asset value, end of period $ 9.78
======= =======
Total Return(2) 0.90%
Ratios and Supplemental Data
Net assets, end of period (000s omitted) 40,545
Ratio of net expenses to average net assets(3) $ 1.25%*
Ratio of gross expenses to average net assets(3) 1.49%*
Ratio of net investment loss to average net assets(3) -.21%*
Portfolio turnover rate 28%
</TABLE>

(1) Fund's date of inception

(2) Total return would have been lower had the advisor not waived and/or
reimbursed expenses.

(3) 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

Ratios of expenses have been disclosed both before and after the impact of
these various waivers and/or reimbursements.

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 year ended October 31, 1998, no
reimbursements were required or made to the Fund by the Advisor to comply
with these limitations

* Annualized

FREMONT MUTUAL FUNDS 15
<PAGE>
FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND

For More Information

Annual and Semi-Annual Reports:

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual Reports to shareholders. In the Fund's Annual and
Semi-Annual Reports, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's performance during
the last fiscal year.

Statement of Additional Information:

This publication gives you more information about the Fund's investment
strategy. Legally it is "incorporated by reference," or considered part of, this
Prospectus.

SEC Contact Information:

Toll-free number: 1-800-SEC-0330
Web site address: http://www.sec.gov

You may also obtain copies of these publications by visiting the SEC's Public
Reference Room in Washington, DC or by sending your request and a duplicating
fee to the SEC's Public Reference Section, Washington, DC 20549-6009.

[FREMONT FUNDS LOGO]

For general information:
800-548-4539 (press 1), or 816-435-1777 (outside U.S.)
Please visit our website at: www.fremontfunds.com

SEC File No: 811-5632

Distributed by First Fund Distributors, Inc., San Francisco, CA 94105
Copyright 1998 Fremont Mutual Funds, Inc. All rights reserved.
<PAGE>
FREMONT MUTUAL FUNDS, INC.

Fremont Global Fund
Fremont International Growth Fund
Fremont International Small Cap Fund
Fremont Emerging Markets Fund
Fremont Growth Fund Fremont Select Fund
Fremont U.S. Small Cap Fund
Fremont U.S. Micro-Cap Fund
Fremont Real Estate Securities Fund
Fremont Bond Fund
Fremont California Intermediate Tax-Free Fund
Fremont Money Market 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 Investment Company dated March 1,
1999, 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.

This Statement of Additional Information is dated March 1, 1999

<PAGE>
TABLE OF CONTENTS

PAGE
----

TABLE OF CONTENTS........................................................ 1
THE CORPORATION.......................................................... 3
INVESTMENT OBJECTIVES, POLICIES; AND RISK CONSIDERATIONS................. 4
GENERAL NVESTMENT POLICIES.............................................. 14
INVESTMENT RESTRICTIONS................................................. 37
INVESTMENT COMPANY DIRECTORS AND OFFICERS............................... 39
INVESTMENT ADVISORY AND OTHER SERVICES.................................. 41
PLAN OF DISTRIBUTION (U.S. SMALL CAP FUND, INTERNATIONAL
GROWTH FUND, INTERNATIONAL SMALL CAP FUND, REAL ESTATE
SECURTIES FUND, SELECT FUND AND EMERGING MARKETS FUND ONLY)............. 46
EXECUTION OF PORTFOLIO TRANSACTIONS..................................... 48
HOW TO INVEST........................................................... 50
OTHER INVESTMENT AND REDEMPTION SERVICES................................ 53
TAXES - MUTUAL FUNDS.................................................... 54
ADDITIONAL INFORMATION.................................................. 58
INVESTMENT RESULTS...................................................... 63

2
<PAGE>

THE CORPORATION

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.

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 and administrative
services under an Investment Advisory and Administrative 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.

The professional staff of the Advisor has offered professional investment
management services regarding asset allocation in connection with securities
portfolios to the Bechtel Group, Inc. Retirement 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.

The Advisor will provide direct portfolio management services to the extent that
a sub-advisor does not provide those services. In the future, the Advisor may
propose to the Investment Company that different or additional sub-advisor(s) be
engaged to provide investment advisory or portfolio management services to the
Fund. Prior to such engagement, any agreement with a sub-advisor must be
approved by the Board of Directors and, if required by law, by the shareholders

3
<PAGE>

of the Fund. 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.

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.

INVESTMENT OBJECTIVES, POLICIES; AND RISK CONSIDERATIONS

FREMONT BOND FUND (FORMERLY THE FREMONT INCOME FUND), FREMONT REAL ESTATE
SECURITIES FUND, FREMONT GLOBAL FUND (FORMERLY THE FREMONT MULTI-ASSET FUND),
FREMONT GROWTH FUND (FORMERLY THE FREMONT EQUITY FUND), FREMONT INTERNATIONAL
GROWTH FUND, FREMONT INTERNATIONAL SMALL CAP FUND, FREMONT SELECT FUND, FREMONT
U.S. SMALL CAP FUND, FREMONT EMERGING MARKETS FUND AND FREMONT U.S. MICRO-CAP
FUND, AND FREMONT CALIFORNIA INTERMEDIATE TAX-FREE FUND (COLLECTIVELY THE
"FUNDS"):

A broad range of objectives and policies is offered because the Funds are
intended to offer investment alternatives for a broad range of investors, who
are expected to have a wide and varying range of investment objectives. All of
the Funds (except the Money Market Fund) are intended for long-term investors,
not for those who may wish to redeem their shares after a short period of time.
The descriptions below are intended to supplement the material in the
Prospectus.

MONEY MARKET FUND

The Fund will invest in short-term securities which, at the time of purchase,
are considered to be "First Tier" securities, defined as: (i) rated in the top
rating category by at least two nationally recognized statistical rating
organizations ("NRSROs"), or (ii) in the case of a security rated by only one
NRSRO, rated in the top rating category of that NRSRO, or (iii) if unrated by an

4
<PAGE>

NRSRO, have been determined to be of comparable quality by the Advisor, using
guidelines approved by the Board of Directors. There are currently five NRSROs:
Standard & Poor's Ratings Group ("S&P"), Moody's Investors Service ("Moody's"),
Duff & Phelps Credit Rating Co. ("DCR"), Fitch IBCA, Inc. ("Fitch"), and Thomson
Bankwatch, Inc. ("TBW"). Generally, high quality short-term securities must be
issued by an entity with an outstanding debt issue rated single "A" or better by
an NRSRO, or if unrated by an NRSRO, by an entity deemed to be of comparable
quality by the Advisor, using guidelines approved by the Board of Directors.
Obligations of foreign banks, foreign corporations and foreign branches of
domestic banks must be payable in U.S. dollars. See Appendix A for a description
of rating categories.

The Fund may invest no more than 5% of its total assets in the securities of any
one issuer, other than U.S. Government securities, except in times of unexpected
shareholder redemptions or purchases. In such circumstances, the Fund may invest
temporarily in the securities of any one issuer in excess of 5%, but not to
exceed 25%, of the Fund's total assets for up to three business days after the
purchase to allow the Fund to manage its portfolio liquidity. The Fund will not
invest more than 10% of its assets in time deposits with a maturity of greater
than seven days. The Fund may make loans of its portfolio securities and enter
into repurchase agreements as described below, except that such repurchase
agreements with a maturity of greater than seven days and other securities and
assets that are not readily marketable shall not exceed 10% of the value of the
Fund's net assets.

BOND FUND

The Fund will invest primarily in securities rated Baa or better by Moody's, BBB
or better by S&P or, if not rated by one of these NRSROs, has been determined by
the Fund's Sub-Advisor, to be of comparable quality. The Fund also may invest up
to 10% of its total assets in corporate debt securities that are not investment
grade but are rated B or higher by Moody's or S&P. Although long-term securities
generally produce higher income than short-term securities, long-term securities
are more susceptible to market fluctuations resulting from changes in interest
rates. Generally, when interest rates decline, the value of a portfolio invested
at higher yields can be expected to rise. Conversely, when interest rates rise,
the value of a portfolio invested at lower yields can generally be expected to
decline. See "Corporate Debt Securities" below for more information on quality
ratings and risks involved with lower rated securities.

The Fund may invest in convertible debentures (which are convertible to equity
securities) and preferred stocks (which may or may not pay a dividend) using the
same quality and rating criteria noted above. The Fund may also invest in a
small percentage of assets in common stocks consistent with its investment
objectives. In addition, the Fund may invest directly in foreign
currency-denominated debt securities which meet the credit quality guidelines
set forth for U.S. holdings

The Fund will not use futures and options contracts for the purpose of
leveraging its portfolio. The Fund will set aside cash, cash equivalents or high

5
<PAGE>

quality debt securities or hold a covered position against any potential
delivery or payment obligations under any outstanding option or futures
contracts. Although these investment practices will be used primarily to enhance
total return 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: the imperfect correlation between the prices of options and
futures contracts and movement in the price of securities being hedged; the
possible absence of a liquid secondary market; in the case of over-the-counter
options, the risk of default by the counter party; and the dependence upon the
Sub-Advisor's ability to correctly predict movements in the direction of
interest rates and securities prices. The Fund currently intends to commit no
more than 5% of its net assets to premiums when purchasing options and to limit
its writing of options so that the aggregate value of the securities underlying
such options, as of the date of sale of the options, will not exceed 5% of the
Fund's net assets.

REAL ESTATE SECURITIES FUND

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 if it has at least 50% of its assets in such real
estate. Companies in the real estate industry may include: real estate
investment trusts ("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.

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.

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 these securities of companies in the real estate
industry. These risks include declines in the value of real estate, risks
related to general and local economic conditions, dependency on management
skill, increases 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

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

6
<PAGE>

investments to decline. During periods of declining interest rates, certain
mortgage REITs may hold mortgages that the mortgagors elect to prepay, and such
prepayment may diminish the yield on securities issued by such mortgage REITs.
In addition, mortgage REITs may be affected by the borrowers' ability to repay
when due the debt extended by the REIT and equity REITs may be affected by the
tenants' ability to pay rent.

FREMONT GLOBAL FUND

The Fund may invest in U.S. stocks, U.S. bonds, foreign stocks, foreign bonds,
real estate securities, precious metals and cash equivalents, and adjust the
level of investment maintained in each asset category in response to changing
market conditions. The Advisor will allocate the assets of the Fund among the
following categories of assets:

U.S. Stocks --The Fund may invest in common and preferred stocks of
U.S.-based companies traded on a U.S. exchange or in the over-the-counter
("OTC") market. The Fund may also invest in stock index futures contracts,
options on index futures and options on stock indexes.

U.S. Dollar-Denominated Debt Securities--The Fund may invest in the
following: obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities; U.S. dollar-denominated corporate debt
securities of domestic or foreign issuers; mortgage and other asset-backed
securities; variable and floating rate debt securities; convertible bonds;
U.S. dollar-denominated obligations of a foreign government, or any of its
political subdivisions, authorities, agencies or instrumentalities or by
supranational organizations (such as the World Bank); and securities that
are eligible as short-term cash equivalents. The Fund will not invest more
than 5% of its net assets in variable and floating rate debt securities,
nor will the Fund invest more than 5% of its net assets in guaranteed
investment contracts. The Fund may invest in interest rate futures and
options on such futures. The Fund also may invest up to 10% of its assets
in corporate debt securities rated Ba by Moody's or BB by S&P, (sometimes
referred to as "junk bonds") which will have speculative characteristics,
including the possibility of default or bankruptcy of the issuers of such
securities, market price volatility based upon interest rate sensitivity,
questionable creditworthiness and relative liquidity of the secondary
trading market.

Foreign Stocks--The Fund may purchase stock of foreign-based companies,
including securities denominated in foreign currencies and issues of
American Depository Receipts ("ADRs") and European Depository Receipts
("EDRs") representing shares of foreign companies The Fund may invest in
foreign stock index futures, options on index futures and options on
foreign stock indexes. The Advisor may engage in foreign currency hedging
for assets in specific countries based on the Advisor's outlook for the
currencies being considered. Hedging may be undertaken through the purchase
of currency futures or otherwise.

7
<PAGE>

Foreign Bonds--The Fund may invest in non-U.S. dollar denominated bonds,
notes and bills of foreign governments, their agencies and corporations
that the Advisor believes are of a quality comparable to the U.S.
dollar-denominated debt securities described above. The Advisor will invest
the assets in this class based on its outlook for interest rates and
currency trends in a particular country. The Advisor may engage in foreign
currency hedging from time to time based on its outlook for currency
values.

Real Estate Securities--The Fund may invest in the equity securities of
publicly traded and private REIT which invest in real estate. A REIT is an
entity that concentrates its assets in investments related to equity real
estate and/or interests in mortgages on real estate. The shares of publicly
traded REITs are traded on a national securities exchange or in the OTC
market. Shares of private REITs are not publicly traded, and will be
treated as illiquid securities. The Fund will limit its investments in
illiquid securities, including private REITs, to 15% of its net assets.

Precious Metals and Commodities Futures--The Fund may hold gold, other
precious metals, or commodity futures positions and/or securities of
companies principally engaged in producing or distributing gold, precious
metals or commodities in the United States and/or in foreign countries.
Such companies are defined as those that generate a substantial portion of
their gross income or net profits from gold, precious metals, or
commodities activities and/or have a substantial portion of their assets
productively engaged in these activities. The Fund may purchase and sell
futures and options contracts on commodities.

The Fund will maintain the remainder of its assets in cash or cash equivalents.
The objective of the cash equivalent portfolio is to maximize current income to
the extent consistent with preservation of capital and liquidity.

FREMONT GROWTH FUND

Although the Fund invests primarily in common stocks, for liquidity purposes it
will normally invest a portion of its assets in high quality, short-term debt
securities and money market instruments, including repurchase agreements. When a
temporary defensive posture in the market is appropriate in the Advisor's
opinion, the Fund may temporarily invest up to 100% of its assets in these
instruments. The Fund may also hold other types of securities from time to time,
including bonds.

The Fund may invest up to 35% of its total assets in stocks of foreign-based
companies denominated in foreign currencies and issues of ADRs and EDRs
representing shares of foreign companies. The Fund may invest in foreign stock

8
<PAGE>

index futures, options on index futures and options on foreign stock indexes.
The Advisor may engage in foreign currency hedging for assets in specific
countries based on its outlook for the currencies involved.
Hedging may be undertaken through the use of currency futures or otherwise

When the Fund holds bonds, the Fund will be invested primarily in debt
instruments with short to intermediate maturities (which are defined as debt
instruments with 1 to 10 years to maturity). These bonds, including
convertibles, will, at the time of purchase, have a rating of A or better by
Moody's, S&P, or if unrated by one of these NRSROs, have been determined by the
Advisor to be comparable in quality. However, there are no restrictions on the
maturity composition of the Fund's portfolio.

The Fund may invest in non-U.S. dollar denominated bonds, notes and bills of
foreign governments, their agencies and corporations of a quality comparable to
the U.S. dollar-denominated debt securities described above. The dollar-weighted
average maturity of the Fund's foreign bonds may range from 2 to 8 years. The
Advisor will invest the assets in this class based on its outlook for interest
rates and currency trends in a particular country. The Advisor may engage in
foreign currency hedging from time to time based on its outlook for currency
values.

The Fund will maintain the remainder of its assets in cash or cash equivalents
and other fixed income securities. Cash and cash equivalents will be denominated
in U.S. dollars. The objective of the cash equivalent portfolio is to maximize
current income to the extent consistent with preservation of capital and
liquidity.

FREMONT INTERNATIONAL GROWTH FUND

The Fund's portfolio of equity securities consists of common and preferred
stock, warrants and debt securities convertible into common stock. Included in
the 90% total of assets invested in equity issuers domiciled outside of the
U.S., up to 5% of the Fund's assets may be invested in rights or warrants to
purchase equity securities. For defensive purposes, the Fund may temporarily
have less than 90% of its assets invested in equity securities domiciled outside
the United States.

The Fund's management anticipates that, from time to time, the Fund may have
more than 25% of its assets invested in securities of companies domiciled in the
countries of Japan, the United Kingdom and/or Germany. These are among the
leading industrial economies outside the United States and the values of their
stock markets account for a significant portion of the value of international
markets.

In addition to investing directly in equity securities, the Fund may invest in
various American, Global and International Depository Arrangements, including
but not limited to sponsored and unsponsored ADRs, EDRs, Global Depository
Receipts, International Depository Receipts, American Depository Shares,
European Depository Shares, Global Depository Shares and International
Depository Shares. The Fund may also invest in securities of issuers located in
emerging market countries.

9
<PAGE>

Whenever, in the judgment of the Advisor and/or Sub-Advisor, market or economic
conditions warrant, the Fund may, for temporary defensive purposes, invest
without limitation in U.S. dollar-denominated or foreign currency denominated
cash-equivalent instruments or in high-quality debt securities with remaining
maturities of one year or less. During times that the Fund is investing
defensively, the Fund will not be pursuing its stated investment objective. For
liquidity purposes, the Fund may normally also invest up to 10% of its total
assets in U.S. dollar-denominated or foreign currency-denominated cash or in
high quality debt securities with remaining maturities of one year or less.

FREMONT U.S. SMALL CAP FUND

Although the Fund will normally invest in common stocks of U.S. companies, up to
25% of the Fund's total assets, at the time of purchase, may be invested in
securities of companies domiciled outside the United States, including sponsored
and unsponsored ADRs and EDRs. The Fund may also invest in stock index futures
contracts, options on index futures, and options on portfolio securities and
stock indices.

For liquidity purposes, the Fund 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 and/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/or Sub-Advisor believes that these investments offer opportunities for
capital appreciation. Preferred stocks and bonds will, at the time of purchase,
be rated Baa or higher by Moody's, BBB or higher by S&P or, if unrated by one of
these NRSROs have been determined by the Advisor and/or Sub-Advisor to be of
comparable quality. Securities rated Baa by Moody's or BBB by S&P are considered
investment grade, but may have speculative characteristics. Changes in economic
conditions may lead to a weakened capacity of the issuers of such securities to
make principal and interest payments than is the case with higher-rated
securities. See Appendix A for a description of rating categories.

FREMONT INTERNATIONAL SMALL CAP FUND

The Fund's portfolio of equity securities will typically consist of common and
preferred stock, warrants and debt securities convertible into common stock.
Included in the 65% total of assets invested in small cap equity securities of
issuers domiciled outside the U.S., up to 5% of the Fund's assets may be
invested in rights or warrants to purchase equity securities. For defensive
purposes, the Fund may temporarily have less than 65% of its total assets
invested in small cap equity issuers domiciled outside the United States.

10
<PAGE>

In addition to investing directly in equity securities, the Fund may invest in
instruments such as sponsored and unsponsored ADRs and EDRs.

There is no limitation on the percentage of the Fund's assets that may be
invested at any one time in one or more countries. However, except during times
that the Fund is in a temporary defensive posture, the Fund will invest at least
65% of its total assets in the securities of issuers domiciled in at least three
different non-U.S. countries. The Fund may also invest in equity securities of
companies domiciled in emerging markets.

Whenever, in the judgment of the Advisor and/or Sub-Advisor, market or economic
conditions warrant, the Fund may, for temporary defensive purposes, invest
without limitation in U.S. dollar-denominated or foreign currency-denominated
cash-equivalent instruments or in high quality debt securities with remaining
maturities of one year or less. During times that the Fund is investing
defensively, the Fund will not be pursuing its stated investment objective. For
liquidity purposes, the Fund may invest up to 10% of its total assets in U.S.
dollar-denominated or foreign currency-denominated cash or in high quality debt
securities with remaining maturities of one year or less.

FREMONT EMERGING MARKETS FUND

The Fund's portfolio of equity securities will typically consist of common and
preferred stock, warrants and debt securities convertible into common stock.
Included in the 65% total of assets invested in equity securities of issuers
domiciled in emerging or developing countries, up to 5% of the Fund's assets may
be invested in rights or warrants to purchase equity securities. For defensive
purposes, the Fund may temporarily have less than 65% of its total assets
invested in equity securities of issuers in emerging markets. In addition to
investing directly in equity securities, the Fund may invest in instruments such
as sponsored and unsponsored ADRs and EDRs.

An issuer will be deemed to be in an emerging market if: (i) the principal
securities trading market for such issuer is in an emerging market country; (ii)
such issuer derives at least 50% of its revenues or earnings, either alone or on
a consolidated basis, from goods produced or sold, investments made or services
performed in an emerging market country, or has at least 50% of its total assets
situated in one or more emerging markets countries; or (iii) such issuer is
organized under the laws of, and with a principal office in, an emerging market

11
<PAGE>

country. Determinations as to whether an issuer is an emerging markets issuer
will be made by the Advisor and/or Sub- Advisor based on publicly available
information and inquiries made to the issuers.

The Fund may invest in debt securities of both governmental and corporate
issuers in emerging markets which, at the time of purchase, are rated Baa or
higher by Moody's, BBB or higher by S&P or, if unrated by these NRSROs, have
been determined by the Advisor and/or Sub-Advisor to be of comparable quality.

Whenever, in the judgment of the Advisor and/or Sub-Advisor, market or economic
conditions warrant, the Fund may, for temporary defensive purposes, invest
without limitation in U.S. dollar denominated or foreign currency-denominated
cash-equivalent investments or in high quality debt securities with maturities
of one year or less. During times that the Fund is investing defensively, the
Fund will not be pursuing its stated investment objective. For liquidity
purposes, the Fund may invest up to 10% of its assets in U.S. dollar-denominated
or foreign currency-denominated cash-equivalent investments or in high quality
debt securities with maturities of one year or less.

In seeking to protect against the effect of adverse changes in the financial
markets in which the Fund invests, or against currency exchange rate changes
that are adverse to the present or prospective positions of the Fund, the Fund
may use forward currency contracts, options on securities, options on indices,
options on currencies, and futures contracts and options on futures contracts on
securities and currencies. These techniques are detailed below in "General
Investment Policies".

FREMONT SELECT FUND

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.

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 and/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 invest in several types of equity securities as well as other types
of securities , including convertible and non-convertible securities and
preferred stocks, and warrants when the Advisor and/or Sub-Advisor believe that
these investments offer opportunities for capital appreciation. Preferred stocks

12
<PAGE>

and bonds will be rated, at the time of purchase, Baa or higher by Moody's, BBB
or higher by S&P or, if unrated by these NRSROs, have been determined by the
Advisor and/or Sub-Advisor to be of comparable quality. See Appendix A for a
description of rating categories.

FREMONT U.S. MICRO-CAP FUND

Under normal market conditions, at least 65% of the Fund's total assets will be
invested in equity securities of U.S. micro-cap companies. These securities will
typically trade on a U.S. exchange or on the OTC market. However, up to 25% of
the Fund's total assets, at the time of purchase, may be invested in securities
of micro-cap companies domiciled outside the United States, including sponsored
and unsponsored ADRs EDRs. See "General Investment Policies" for a discussion of
ADRs.

The Fund may also invest in stock index futures contracts, options on index
futures and options on portfolio securities and stock indices. See "General
Investment Policies" below for a discussion of these investment practices.

Although the Fund invests primarily in common stocks and securities convertible
into common stock, 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 and/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
non-convertible bonds and preferred stocks, in an amount not exceeding 5% of its
net assets. Preferred stocks and bonds will, at the time of purchase, be rated
Aaa or Aa by Moody's, AAA or AA by S&P or, if unrated by one of these NRSROs,
have been determined by the Advisor and/or Sub-Advisor to be of comparable
quality. See Appendix A for a description of rating categories.

FREMONT CALIFORNIA INTERMEDIATE TAX-FREE FUND

The Fund may invest in open-end and closed-end investment companies which invest
in securities whose income is exempt from federal income tax and California
personal income tax. It is the current intention of the Fund to limit its
investments in such investment companies to not more than 5% of its net assets.
Income received from these investments is exempt from federal, but not
California tax.

The term "municipal securities" as used in this document means obligations
issued by or on behalf of states, territories and possessions of the United
States and the District of Columbia and their political subdivisions, agencies
and instrumentalities. The term "California municipal securities" as used herein
refers to obligations that are issued by or on behalf of the State of California

13
<PAGE>

and its political subdivisions. An opinion as to the tax-exempt status of the
interest paid on a municipal security is rendered to the issuer by the issuer's
bond counsel at the time of the issuance of the security.

The Fund invests primarily in California municipal securities which generally
have 3 to 20 years remaining to maturity at the time of acquisition. The
dollar-weighted average portfolio maturity is expected to range from 3 to
10years. The Fund restricts its municipal securities investments to those within
or of a quality comparable to the four highest rating classifications of Moody's
Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Group ("S&P").
Municipal bonds and notes and tax-exempt commercial paper would have, at the
date of purchase by the Fund, Moody's ratings of Aaa, Aa, A or Baa; MIG
1/VMIG1or MIG2/VMIG2; P-1; or S&P's ratings of AAA, AA, A, or BBB; SP-1+, SP-1
or SP-2;A-1+ or A-1, respectively. (See Appendix A for a description of these
ratings)

Securities ratings are the opinions of the rating agencies issuing them and are
not absolute standards of quality. Because of the cost of ratings, certain
issuers do not obtain a rating for each issue. The Fund may purchase unrated
municipal securities which the Advisor determines to have a credit quality
comparable to that required for investment by the Fund. As a matter of operating
policy, not more than 25% of the Fund's investments (other than those guaranteed
by the U.S. Government or any of its agencies or instrumentalities) may be
unrated securities. Such percentage shall apply only at the time of acquisition
of a security. To the extent that unrated municipal securities may be less
liquid, there may be somewhat greater market risk incurred in purchasing them
than in purchasing comparable rated securities. Any unrated securities deemed to
be not readily marketable by the Board of Directors will be included in the
calculation of the limitation of 15% of net assets which may be invested in
illiquid securities and other assets.

As a fundamental policy (i.e., the policy will not be changed without a majority
vote of its shareholders) the Fund will, under normal circumstances, invest up
to 100%, and not less than 80%, of its net assets in California municipal
securities, the interest on which is exempt from federal income tax and
California personal income tax and are not subject to the alternative minimum
tax. The Fund reserves the right to invest up to 20% of its net assets in
taxable U.S. Treasury securities which are secured by the "full faith and
credit" pledge of the U.S. Government, and in municipal securities of other
states which, although exempt from federal income taxes, are not exempt from
California income taxes. For temporary defensive purposes the Fund may invest in
excess of 20% of its net assets in these securities.

14
<PAGE>

GENERAL INVESTMENT POLICIES

DIVERSIFICATION. Each Fund, except for the Real Estate Securities Fund, the
International Small Cap Fund, the Fremont Select Fund, the Fremont Emerging
Markets Fund, and the Fremont California Intermediate Tax-Free Fund, intends to
operate as a "diversified" management investment company, as defined in the
Investment Company Act of 1940 (the "1940 Act"). A "diversified" investment
company means a company which meets the following requirements: At least 75% of
the value of the company's total assets is represented by cash and cash items
(including receivables), "Government Securities" (as defined below), securities
of other investment companies, and other securities for the purposes of this
calculation limited in respect of any one issuer to an amount not greater in
value than 5% of the value of the total assets of such management company and to
not more than 10% of the outstanding voting securities of such issuer.
"Government Securities" means securities issued or guaranteed as to principal or
interest by the United States, or by a person controlled or supervised by and
acting as an instrumentality of the Government of the United States pursuant to
authority granted by the Congress of the United States.

The Fremont Real Estate Securities Fund, the Fremont Select Fund, the Fremont
Emerging Markets Fund, and the Fremont California Intermediate Tax-Free Fund are
non-diversified funds and are not subject to the foregoing requirements.

MONEY MARKET INSTRUMENTS. The Funds 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 Funds 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 NRSROs or, in the case of a security rated by only one
NRSRO, rated in the top rating category of that NRSRO, or, if not rated by an
NRSRO, must be determined to be of comparable quality by the Advisor and/or
Sub-Advisor. Generally, high quality short-term securities must be issued by an
entity with an outstanding debt issue rated A or better by a NRSRO, or an entity
of comparable quality as determined by the Advisor and/or Sub-Advisor, using
guidelines approved by the Board of Directors. 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. Each 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 ("GNMA")

15
<PAGE>

certificates, are supported by the full faith and credit of the United States;
those of the Federal Home Loan Mortgage Corporation ("FHLMC") are supported by
the right of the issuer to borrow from the Treasury; those of the Federal
National Mortgage Association ("FNMA"), are supported by the discretionary
authority of the U.S. government to purchase the agency's obligations; and those
of the Student Loan Marketing Association are supported only by the credit of
the instrumentality. The U.S. government is not obligated by law to provide
future financial support to the U.S. government agencies or instrumentalities
named above.

REPURCHASE AGREEMENTS. As part of its cash reserve position, each 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 period of less than one 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% (or 10% in the case of the Money
Market Fund) of the value of its net assets would then be invested in such
repurchase agreements. A Fund will only enter into repurchase agreements where
(i) the underlying securities are issued or guaranteed by the U.S. government,
(ii) 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 (iii) 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, a Fund could experience both
delays in liquidating the underlying securities and losses, including: (i) a
possible decline in the value of the underlying security during the period in
which the Fund seeks to enforce its rights thereto; (ii) possible subnormal
levels of income and lack of access to income during this period; and (iii)
expenses of enforcing the Fund's rights.

REVERSE REPURCHASE AGREEMENTS AND LEVERAGE. The Funds may enter into reverse
repurchase agreements which involve the sale of a security by a Fund and its
agreement to repurchase the security at a specified time and price. The Fund
involved 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 a Fund; accordingly, each 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 a 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, a
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

16
<PAGE>
market fluctuation or other reasons, a 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 Funds intend 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
Funds 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 Funds by the Board of Directors with respect to
counterparties in repurchase agreements and similar transactions.

The Funds may invest in participation interests purchased from banks in floating
rate or variable rate obligations owned by banks. A participation interest gives
a 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
Funds. A 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.

SWAP AGREEMENTS. The Funds 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

17
<PAGE>

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 Funds would calculate the
obligations of the parties to the agreement on a "net basis." Consequently a
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"). A 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. A 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 a Fund's use of swap agreements will be successful in furthering its
investment objective will depend on the Advisor's or the Sub-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, a 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 or Sub-Advisor will
cause a Fund to enter into swap agreements only with counterparties that would
be eligible for consideration as repurchase agreement counterparties under a
Fund's repurchase agreement guidelines. Certain restrictions imposed on the
Funds by the Internal Revenue Code may limit the Funds' 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 adversely affect a Fund's ability to terminate existing swap agreements or
to realize amounts to be received under such agreements.

WHEN-ISSUED SECURITIES AND FIRM COMMITMENT AGREEMENTS. A 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). A
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, except that this
limitation does not apply to the Fremont Bond Fund. A 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. A 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. There is always a risk that the securities may not be delivered and

18
<PAGE>

that a Fund may incur a loss or will have lost the opportunity to invest the
amount set aside for such transaction in the segregated asset account.
Settlements in the ordinary course of business, which may take substantially
more than three business days for non-U.S. securities, are not treated by the
Funds as when-issued or forward commitment transactions and, accordingly, are
not subject to the foregoing limitations, even though some of the risks
described above may be present in such transactions. Although these transactions
will not be entered into for leveraging purposes, to the extent a 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 a 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. A
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 each 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 Funds to investment risks that are different in some
respects from those of investments in obligations of domestic issuers. Although
a 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 any 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.

TEMPORARY DEFENSIVE POSTURE. When a temporary defensive posture in the market is
appropriate in the Advisor's opinion, each Fund may temporarily invest up to
100% of its assets in high quality, short-term debt securities and money market
instruments, including repurchase agreements. The Funds may also hold other
types of securities from time to time, including bonds.

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 asset value would decline faster
than otherwise would be the case.

19
<PAGE>

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 and/or Sub-Advisor to be of good
standing and will not be made unless, in the judgment of the Advisor and/or
Sub-Advisor, the consideration to be earned from such loans would justify the
associated risk.

PORTFOLIO TURNOVER. Each Fund (except for the Money Market Fund) may trade in
securities for short-term gain whenever deemed advisable by the Advisor and/or
Sub-Advisor in order to take advantage of anomalies occurring in general market,
economic or political conditions. Therefore, each 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 each 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 Funds will bear directly, and may result in the realization
of net capital gains, which are generally taxable whether or not distributed to
shareholders.

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.

20
<PAGE>
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. Each Fund (other than the Money Market Fund) may invest up
to 15% of its net assets in all forms of "illiquid securities." The Money Market
Fund may invest up to 10% of its net assets in "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 and the Funds 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 Funds 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 a Fund's illiquidity to the extent
that qualified institutional buyers become, for a time, uninterested in
purchasing these securities.

MUNICIPAL SECURITIES

Municipal securities are issued by or on behalf of states, territories, and
possessions of the United States and the District of Columbia and by their
political subdivisions, agencies, and instrumentalities. The interest on these

21
<PAGE>
obligations is generally not includable in gross income of most investors for
federal income tax purposes. Issuers of municipal obligations do not usually
seek assurances from governmental taxing authorities with respect to the
tax-free nature of the interest payable on such obligations. Rather, issuers
seek opinions of bond counsel as to such tax status. See "Special Tax
Considerations" below.

Municipal issuers of securities are not usually subject to the securities
registration and public reporting requirements of the Securities and Exchange
Commission and state securities regulators. As a result, the amount of
information available about the financial condition of an issuer of municipal
obligations may not be as extensive as that which is made available by
corporations whose securities are publicly traded. The two principal
classifications of municipal securities are general obligation securities and
limited obligation (or revenue) securities. There are, in addition, a variety of
hybrid and special types of municipal obligations as well as numerous
differences in the financial backing for the payment of municipal obligations
(including general fund obligation leases described below), both within and
between the two principal classifications. Long-term municipal securities are
typically referred to as "bonds" and short-term municipal securities are
typically called "notes."

Payments due on general obligation bonds are secured by the issuer's pledge of
its full faith and credit including, if available, its taxing power. Issuers of
general obligation bonds include states, counties, cities, towns and various
regional or special districts. The proceeds of these obligations are used to
fund a wide range of public facilities such as the construction or improvement
of schools, roads and sewer systems.

The principal source of payment for a limited obligation bond or revenue bond is
generally the net revenue derived from particular facilities financed with such
bonds. In some cases, the proceeds of a special tax or other revenue source may
be committed by law for use to repay particular revenue bonds. For example,
revenue bonds have been issued to lend the proceeds to a private entity for the
acquisition or construction of facilities with a public purpose such as
hospitals and housing. The loan payments by the private entity provide the
special revenue source from which the obligations are to be repaid.

MUNICIPAL NOTES. Municipal notes generally are used to provide short-term
capital funding for municipal issuers and generally have maturities of one year
or less. Municipal notes of municipal issuers include tax anticipation notes,
revenue anticipation notes and bond anticipation notes:

TAX ANTICIPATION NOTES are issued to raise working capital on a short-term
basis. Generally, these notes are issued in anticipation of various seasonal tax
revenues being paid to the issuer, such as property, income, sales, use and
business taxes, and are payable from these specific future taxes.

22
<PAGE>
REVENUE ANTICIPATION NOTES are issued in anticipation of the receipt of non-tax
revenue, such as federal revenues or grants.

BOND ANTICIPATION NOTES are issued to provide interim financing until long-term
financing can be arranged. In most cases, long-term bonds are issued to provide
the money for the repayment of these notes.

COMMERCIAL PAPER. Issues of municipal commercial paper typically represent
short-term, unsecured, negotiable promissory notes. Agencies of state and local
governments issue these obligations in addition to or in lieu of notes to
finance seasonal working capital needs or to provide interim construction
financing and are paid from revenues of the issuer or are refinanced with
long-term debt. In most cases, municipal commercial paper is backed by letters
of credit, lending agreements, note repurchase agreements or other credit
facility agreements offered by banks or other institutions.

WRITING COVERED CALL OPTIONS. The Funds (except the Fremont California
Intermediate Tax-Free Fund) may write (sell) "covered" call options and purchase
options to close out options previously written by the Funds. The purpose of
writing covered call options is to generate additional premium income for the
Funds. This premium income will serve to enhance the Funds' total returns 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 a Fund's sub-advisor (the "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 Funds.

A call option gives the holder (buyer) the "right 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
Funds will write only covered call options. This means that each Fund will only
write a call option on a security, index, or currency which that 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 each
Fund's investment objectives. 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 no Fund will do),
but capable of enhancing a Fund's total return. When writing a covered call

23
<PAGE>

option, a 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, a 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 involved has written expires, that 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 involved 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 that
Fund's custodian. No 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 a 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 a Fund for writing covered call options will be
recorded as a liability in that 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 that 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.

24
<PAGE>

Call options written by the Funds 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, a 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.

A 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 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 involved.

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, a 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 a 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. Each
Fund will attempt to monitor Section 988 transactions to avoid an adverse tax
impact.

WRITING COVERED PUT OPTIONS. The Funds 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.

25
<PAGE>

The Funds may write put options only on a covered basis, which means that a 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 Clearing Corporation currently require that such
assets be deposited in escrow to secure payment of the exercise price.) A Fund
would generally write covered put options in circumstances where the Advisor or
Sub-Advisor wishes to purchase the underlying security or currency for that
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 a 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 Funds may purchase put options. As the holder of a
put option, a Fund has the right to sell the underlying security or currency at
the exercise price at any time during the option period. Such Fund may enter
into closing sale transactions with respect to such options, exercise them, or
permit them to expire. A 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 Funds 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 a 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 Funds may also purchase put options at a time when a Fund does not own the
underlying security or currency. By purchasing put options on a security or
currency it does not own, a 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 involved 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.

26
<PAGE>

A Fund will commit no more than 5% of its assets to premiums when purchasing put
options. The premium paid by such Fund when purchasing a put option will be
recorded as an asset in that 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 that 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 Funds may purchase call options. As the holder of a
call option, a Fund has the right to purchase the underlying security or
currency at the exercise price at any time during the option period. Each Fund
may enter into closing sale transactions with respect to such options, exercise
them, or permit them to expire. A Fund may purchase call options for the purpose
of increasing its current return or avoiding tax consequences which could reduce
its current return. A 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 a 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 such 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 involved 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.

Each Fund will commit no more than 5% of its assets to premiums when purchasing
call options. A 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 such Fund's current
return. For example, where a 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 that Fund, an increase in the market price
could result in the exercise of the call option written by that 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.

27
<PAGE>

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 involved realizes
a gain; if it is more, that Fund realizes a loss. Conversely, if the offsetting
sale price is more than the original purchase price, the Fund involved realizes
a gain; if it is less, that Fund realizes a loss. The transaction costs must
also be included in these calculations. There can be no assurance, however, that
a Fund will be able to enter into an offsetting transaction with respect to a
particular Futures Contract at a particular time. If a Fund is not able to enter
into an offsetting transaction, that 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 involved.

The Funds 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 such Fund. A 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, a Fund
will segregate cash and liquid securities to cover any related liability.

The Funds 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.

28
<PAGE>

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

A 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.

Using Stock Index contracts in anticipation of market transactions involves
certain risks. Although a 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 Funds,
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 obligors 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 Funds' 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 such Fund owns, or Futures
Contracts will be purchased to protect that Fund against an increase in the
price of securities or currencies it has a fixed commitment to purchase.

29
<PAGE>

"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 a Fund's open positions in Futures Contracts. A margin
deposit ("initial margin") is intended to assure such 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 that Fund. In computing daily
net asset values, that 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, a 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 such Fund
has sufficient assets to satisfy its obligations under a Futures Contract, the
Fund involved 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.

30
<PAGE>

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.

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS. Except for transactions the Funds
identified as hedging transactions, each 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 a 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 a 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 Funds 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 each Fund's other investments and shareholders will be advised
of the nature of the payments.

OPTIONS ON INTEREST RATE AND/OR CURRENCY FUTURES CONTRACTS, AND WITH RESPECT TO
THE FREMONT GLOBAL FUND, GOLD 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

31
<PAGE>

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 Funds may
purchase call and put options on the underlying securities or currencies, or
with respect to the Global Fund, on gold or other commodities. 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 a Fund or to reduce or
eliminate the hedge position then currently held by that Fund, the Fund involved
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 Funds 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. A 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.

32
<PAGE>

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 Funds will not purchase an OTC option unless they believe that daily
valuation for such option is readily obtainable.

PARTICULAR RISK FACTORS RELATING TO CALIFORNIA MUNICIPAL SECURITIES (FREMONT
CALIFORNIA INTERMEDIATE TAX-FREE FUND). Certain risks are associated with
California municipal securities in which the Fund predominantly will invest.
This summarized information is based on information drawn from official
statements and prospectuses relating to securities offerings of the state of
California and various local agencies in California, available prior to the date
of this Statement of Additional Information. While the Advisor has not
independently verified such information, it has no reason to believe that such
information is not correct in all material respects. In addition to this current
information, future California constitutional amendments, legislative measures,
executive orders, administrative regulations, and voter initiatives could have
an adverse effect on the debt obligations of California issuers.

Certain debt obligations held by the Fund may be obligations of issuers who rely
in whole or in substantial part on California state revenues for the continuance
of their operations and the payment of their obligations. In recent efforts to
assist California municipal issuers to raise revenues to pay their bond
obligations, the California legislature has passed measures which have provided
for the redistribution of California's General Fund surplus to local agencies,
the reallocation of revenues to local agencies, and the assumption of certain
local obligations by the state. It is not known whether additional revenue
redistribution legislation will be enacted in the future or, if enacted, whether
such legislation would provide sufficient revenue to allow such issuers to pay
their obligations. To the extent local entities do not receive money from the
state to pay for their operations and services, their ability to pay debt
service on obligations held by the Fund may be impaired.

Certain debt obligations held by the Fund may be obligations of issuers who rely
in whole or in part on ad valorem real property taxes, on property-related
assessments, charges or fees, and on taxes such as utility user's taxes as
sources of revenue. The California Constitution limits the taxing and spending
powers of the state of California and its public agencies and, therefore, the
ability of California issuers to raise revenues through taxation, and to spend
such revenues over appropriations limits. Such limits may impair the ability of
such issuers to make timely payment on their obligations.

Certain debt obligations held by the Fund may be obligations payable solely from
lease payments on real property or personal property leased to the state,
cities, counties, or their various public entities. California law requires that

33
<PAGE>
the lessee is not required to make lease payments during any period that it is
denied use and occupancy of the property leased in proportion to such loss.
Moreover, the lessee only agrees to include lease payments in its annual budget
for the current fiscal year. In case of a default under the lease, the only
remedy available against the lessee is that of reletting the property; no
acceleration of lease payments is permitted. Each of these factors presents a
risk that the lease financing obligations held by the Fund would not be paid in
a timely manner.

Certain debt obligations held by the Fund may be obligations which are payable
solely from the revenues of health care institutions. The method of
reimbursement for indigent care, California's selective contracting with health
care providers for such care, and selective contracting by health insurers for
care of their own beneficiaries now in effect under California and federal law
may adversely affect these revenues and, consequently, payment on those debt
obligations.

Debt obligations payable solely from revenues of health care institutions may
also be insured by the state of California pursuant to a mortgage insurance
program operated by the Office of Statewide Health Planning and Development (the
"Office"). If a default occurs on such insured debt obligations, the Office may
either continue to make debt service payments on the obligations, or foreclose
on the mortgage and request the State Treasurer to issue debentures payable from
a reserve fund established under the insurance program or from unappropriated
state funds. Reports and studies prepared most recently a decade ago indicated
that the reserve fund was under-funded. Moreover, moneys in the reserve fund may
be and have been reappropriated by the California Legislature for other purposes
in the past, and the California legislature reserves the right to do so in the
future. The Investment Company cannot predict what, if any, impact the
underfunding of the reserve fund may have on such debt obligations.

Certain debt obligations held by the Fund may be obligations which are secured
in whole or in part by a mortgage or deed of trust on real property. California
has five principal statutory provisions which limit the remedies of a creditor
secured by a mortgage or deed of trust. To limit the creditor's right to obtain
a deficiency judgment, one limitation is based on the method of foreclosure, and
the second on the type of debt secured. Under the former, a deficiency judgment
is barred when the foreclosure is accomplished by means of nonjudicial trustee's
sale. Under the latter, a deficiency judgment is barred when the foreclosed
mortgage or deed of trust secures certain purchase money obligations. A third
statutory provision, commonly known as the "one form of action" rule, requires
creditors secured by real property to exhaust their real property security by
foreclosure before bringing a personal action against the debtor. A fourth
statutory provision limits any deficiency judgment obtained by a creditor
secured by real property following a judicial sale of such property to the
excess of the outstanding debt over the fair value of the property at the time
of the sale, thus preventing the creditor from obtaining a large deficiency
judgment against the debtor as a result of low bids at a judicial sale. Finally,
a fifth statutory provision gives the debtor the right to redeem the real
property from any judicial foreclosure sale as to which a deficiency judgment
may be ordered against the debtor.

34
<PAGE>
Upon the default of a mortgage or deed of trust with respect to California real
property, the creditor's nonjudicial foreclosure rights under the power of sale
contained in the mortgage or deed of trust are subject to the constraints
imposed by California law upon transfers of title to real property by private
power of sale. During the three-month period beginning with the filing of a
formal notice of default, the debtor is entitled to reinstate the mortgage by
making any overdue payments. Under standard loan servicing procedures, the
filing of the formal notice of default does not occur unless at least three full
monthly payments have become due and remain unpaid. The power of sale is
exercised by posting and publishing a notice of sale for at least 20 days after
expiration of the three-month reinstatement period. Therefore, the effective
minimum period of foreclosing on a mortgage could be in excess of seven months
after the initial default. Such time delays in collections could disrupt the
flow of revenues available to an issuer for the payment of debt service on the
outstanding obligations if such defaults occur with respect to a substantial
number of mortgages or deeds of trust securing an issuer's obligations.

In addition, a court could find that there is sufficient involvement of the
issuer in the nonjudicial sale of property securing a mortgage for such private
sale to constitute "state action," and could hold that the private right-of-sale
proceedings violate the due process requirements of the federal or state
constitutions, consequently preventing an issuer from using the nonjudicial
foreclosure remedy described above.

Certain debt obligations held by the Fund may be obligations which finance the
acquisition of single-family home mortgages for low and moderate income
mortgagors. These obligations may be payable solely from revenues derived from
the home mortgages, and are subject to California's statutory limitations
described above applicable to obligations secured by real property. Under
California antideficiency legislation, there is no personal recourse against a
mortgagor of a single family residence purchased with the loan secured by the
mortgage, regardless of whether the creditor chooses judicial or nonjudicial
foreclosure.

Under California law, mortgage loans secured by single-family, owner-occupied
dwellings may be prepaid at any time. Prepayment charges on such mortgage loans
may be imposed only with respect to voluntary prepayments made during the first
five years during the term of the mortgage loan, and cannot in any event exceed
six months' advance interest on the amount prepaid in excess of 20% of the
original principal amount of the mortgage loan. This limitation could affect the
flow of revenues available to an issuer for debt service on the outstanding debt
obligations which finance such home mortgages.

GUARANTEED INVESTMENT CONTRACTS (FREMONT GLOBAL FUND). The Global Fund may enter
into agreements known as guaranteed investment contracts ("GICs") with banks and
insurance companies. GICs provide to the Fund a fixed rate of return for a fixed

35
<PAGE>
period of time, similar to any fixed income security. While there is no ready
market for selling GICs and they typically are not assignable, the Fund will
only invest in GICs if the financial institution permits a withdrawal of the
principal (together with accrued interest) after the Fund gives seven days'
notice. Like any fixed income security, if market interest rates at the time of
such withdrawal have increased from the guaranteed rate, the Fund would be
required to pay a premium or penalty upon such withdrawal. If market rates
declined, the Fund would receive a premium on withdrawal. Since GICs are
considered illiquid, the Fund will not invest more than 15% of its net assets in
GICs and other illiquid assets.

CORPORATE DEBT SECURITIES (FREMONT GLOBAL FUND AND FREMONT BOND FUND). The
Fund's investments in dollar-denominated and non-dollar-denominated corporate
debt securities of domestic or foreign issuers are limited to corporate debt
securities (corporate bonds, debentures, notes and other similar corporate debt
instruments) which meet the minimum ratings criteria set forth for the Fund, or,
if unrated by an NRSRO, have been determined by the Sub-Advisor to be comparable
in quality to corporate debt securities in which the Fund may invest.

Securities which are rated BBB by S&P or Baa by Moody's are considered
investment grade but may have speculative characteristics. Changes in economic
conditions may lead to a weakened capacity of the issuers of such securities to
make principal and interest payments than is the case with higher-rated
securities. The securities rated below Baa by Moody's or BBB by S&P (sometimes
referred to as "junk bonds"), which the Fund may invest to a limited extent,
will have speculative characteristics, including the possibility of default or
bankruptcy of the issuers of such securities, market price volatility based upon
interest rate sensitivity, questionable credit worthiness and relative liquidity
of the secondary trading market. Because such lower-rated bonds have been found
to generally be more sensitive to adverse economic changes or individual
corporate developments and less sensitive to interest rate changes than
higher-rated investments, an economic downturn could disrupt the market for such
bonds and adversely affect the value of outstanding bonds and the ability of
issuers to repay principal and interest. In addition, in a declining interest
rate market, issuers of lower-rated bonds may exercise redemption or call
provisions, which may force the Fund, to the extent it owns such securities, to
replace those securities with lower yielding securities. This could result in a
decreased return for investors

REDUCTION IN BOND RATING (FREMONT GLOBAL FUND AND FREMONT BOND FUND). The Global
Fund and the Bond Fund may each invest up to 10% of its net assets in debt
securities rated below BBB or Baa, but not lower than B. In the event that the
rating for any security held by the Funds drops below the minimum acceptable
rating applicable to that Fund, the Fund's 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

36
<PAGE>
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 (FREMONT REAL ESTATE SECURITIES FUND). The Real Estate Securities
Fund will concentrate its investments in real estate investment trusts
("REITs"). As a result, an economic, political or other change affecting one
REIT also may affect other REITs. This could increase market risk and the
potential for fluctuations in the net asset value of the Fund's shares.

THE EURO: SINGLE EUROPEAN CURRENCY. On January 1, 1999, the European Union
introduced a single European currency called the "euro." The first group of
countries to convert their currencies to the euro includes Austria, Belgium,
Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal
and Spain. The introduction of the euro causes three primary uncertainties,
including (1) whether the payment and operational systems of banks and other
financial institutions will be ready by the scheduled launch date, (2) what are
the legal implications of outstanding financial contracts that refer to
currencies that were replaced by the euro and (3) whether suitable clearing and
settlement payment systems for the euro have been developed. These, and other
factors (including political and economic risks), could cause market disruptions
attributable to the introduction of the euro. We understand that our key service
providers are taking steps to address euro-related issues but they are not
providing any guarantees.

INVESTMENT RESTRICTIONS

Each Fund has adopted the following fundamental investment policies and
restrictions in addition to the policies and restrictions discussed in its
prospectus. With respect to each Fund, the policies and restrictions listed
below cannot be changed without approval by the holders of a "majority of the
outstanding voting securities" of that 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 no Fund may:

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, to tax exempt
securities issued by state governments or political subdivisions
thereof, or to investments by the Money Market Fund in securities of
domestic banks, of foreign branches of domestic banks where the
domestic bank is unconditionally liable for the security, and domestic

37
<PAGE>
branches of foreign banks subject to the same regulation of domestic
banks, or to investments by the Real Estate Securities Fund in real
estate investment trusts. See "Investment Objective, Policies, And
Risk Considerations."

2. Buy or sell real estate (including real estate limited partnerships)
or commodities or commodity contracts; however, the Funds 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.

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 a 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. A 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 Funds may issue shares of
common stock in multiple series or classes.

8. Notwithstanding any other fundamental investment restriction or
policy, each 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 that
Fund.

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

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

2. 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.

3. Invest in interests in oil, gas, or other mineral exploration or
development programs or leases.

38
<PAGE>
4. Invest more than 5% of its total assets in securities of companies
having, together with their predecessors, a record of less than three
years continuous operation.

5. 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.

6. 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 on such futures
contract.

7. 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 that Fund's net assets, except that the value of
such securities may not exceed 10% of the Money Market Fund's net
assets.

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

9. Invest in securities of an issuer if the investment would cause a Fund
to own more than 10% of any class of securities of any one issuer.

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

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.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS AND
DATE OF BUSINESS
NAME AND ADDRESS 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
Fremont Investment, Advisors, Inc. Executive Officer Investment Advisors, Inc.;
333 Market Street, 26th Floor and Director Managing Director, Fremont
San Francisco, CA 94105 Group, L.L.C. and Fremont
Investors, Inc.; Director,
Sequoia Ventures, Sit/Kim
International Investment
Associates, and J.P. Morgan
Securities Asia.

Michael H. Kosich(1)(2) 3-30-40 President and 7/96 - Present
Fremont Investment Advisors, Inc. Director Senior Vice President and
333 Market Street, 26th Floor Director, Fremont Investment
San Francisco, CA 94105 Advisors, Inc. 10/77 - 7/96
Senior Vice President
Business DevelopmentBenham
Management.
</TABLE>
39
<PAGE>

<TABLE>
<S> <C> <C> <C>
Richard E. Holmes(3) 5-14-43 Director Vice President and Director,
P.O. Box 479 BelMar Advisors, Inc.
Sanibel, FL 33957 (marketing firm).

Donald C. Luchessa(3) 2-18-30 Director Principal, DCL Advisory
DCL Advisory (marketer for investment
4105 Shelter Bay Avenue advisors).
Mill Valley, CA 94941

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

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

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

John Kosecoff 10-29-51 Vice President 10/96 - Present
Fremont Investment Advisors, Inc. Vice President, Fremont
333 Market Street, 26th Floor Investment Advisors, Inc.
San Francisco, CA 94105 12/93 - 9/96 Senior Analyst
and Portfolio Manager, RCM
Capital Management 11/92 -
12/93 Hedge Fund Analyst and
Portfolio Manager, Omega
Advisors

Norman Gee 3-29-50 Vice President Vice President, Fremont
Fremont Investment Advisors, Inc. Investment Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

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

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

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

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

</TABLE>
40
<PAGE>
<TABLE>
<S> <C> <C> <C>
Richard G. Thomas 1-7-57 Senior Vice Vice President, Fremont
Fremont Investment Advisors, Inc. President Investment Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

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

Allyn Hughes 6-12-60 Vice President Vice President, Fremont
Fremont Investment Advisors, Inc. Investment 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

Jack Gee 9-12-59 Vice President 10/97 - Present, Vice President and
Fremont Investmetnt Avisors, Inc. and Controller Controller, Fremont Investment
333 Market Street, 26th Floor Advisors, Inc.; 11/95-10/97, Chief
San Francisco, CA 94105 Financial Officer and Treauruer
Sife, Inc.;6/91-6/95, Controller,
Concord General Corp.
</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, 1998, Richard E. Holmes, William W.
Jahnke, and David L. Egan each received $________ and Donald C. Luchessa
received $_________ for serving as directors of the Investment Company.

As of ____________, 1998 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.

INVESTMENT ADVISORY AND OTHER SERVICES

41
<PAGE>
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 transfer agency fees when such entities are
engaged in connection with share holdings in the Funds acquired by certain
retirement plans.

Each Fund (except the U.S. Micro-Cap 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.

With respect to the U.S. Micro-Cap Fund, the Advisor has agreed to bear all of
the Fund's ordinary operating expenses in return for receiving a monthly fee of
2.5% per annum of the Fund's average daily net assets with respect to the first
$30 million, 2.0% with respect to the next $70 million, and 1.5% thereafter.
Each Fund will bear all expenses relating to interest, brokerage commissions,
other transaction charges relative to investing activities of the Fund, and
extraordinary expenses (including for example, litigation expenses, if any).

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

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

The Investment Advisory and Administration Agreement (the "Advisory Agreement")
with respect to each 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 a 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 any 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).

42
<PAGE>

The following table depicts the advisory fees (net of voluntary waivers) paid by
the Funds to the Advisor for the fiscal years ended October 31, 1998, 1997 and
1996:
FISCAL YEAR ENDED OCTOBER 31,
(IN `000'S)
----------------------------
1998 1997 1996
----- ----- -----
Money Market Fund $ -- $ 837 $ 650
Bond Fund -- 303 317
Real Estate Securities Fund -- -- --
Global Fund -- 3,850 3,198
Growth Fund -- 604 341
International Growth Fund -- 618 549
International Small Cap Fund -- 149 158
Select Fund -- -- --
U.S. Small Cap Fund -- -- --
Emerging Markets Fund -- 17 Waived
U.S. Micro-Cap Fund -- 3,050 890
CA Tax-Free Fund -- 183 153

The Advisory Agreements with respect to the Money Market Fund, the Bond Fund,
the Global Fund, the Growth Fund, and the Emerging Markets Fund also provide for
the payment of an administrative fee to the Advisor at the annual rate of .15%
of average net assets. The following table depicts the administrative fee (net
of voluntary waivers) paid by the Funds to the Advisor for the fiscal years
ended October 31, 1998, 1997 and 1996:

FISCAL YEAR ENDED OCTOBER 31,
(IN `000'S)
----------------------------
1998 1997 1996
----- ----- -----
Money Market Fund -- Waived Waived
Bond Fund -- Waived Waived
Real Estate Securities Fund -- N/A N/A
Global Fund -- 962 800
Growth Fund -- 181 102
International Growth Fund -- N/A N/A
International Small Cap Fund -- N/A N/A
Select Fund -- N/A N/A
U.S. Small Cap Fund -- 1 N/A
Emerging Markets Fund -- 3 Waived
U.S. Micro-Cap Fund -- N/A N/A
Ca Tax Free Fund -- 3 3

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 Funds or any other
client of the Advisor are exempted from the prior approval requirement, as are

43
<PAGE>
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-ADVISORS

The Advisory Agreements authorize 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, as
required by law, the shareholders of the affected Fund. Pursuant to this
authority, the following table summarizes the Sub-Advisor:

FUND SUBADVISOR
---- ----------
Bond Fund Pacific Investment Management Company
Real Estate Securities Fund Kensignton Investment Group
International Growth Fund Capital Guardian Trust Company
International Small Cap Fund Bee & Associates
U.S. Small Cap Fund Kern Capital Management LLC
Emerging Markets Fund Nicholas-Applegate Capital Management (HK) LLC
U.S. MicroCap fund Kern Capital Management LLC

The current Portfolio Management Agreements provide that the Sub-Advisors agree
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 Funds' current
Prospectus and Statement of Additional Information), as interpreted from time to
time by the Board of Directors.

For their services under the Portfolio Management Agreements, the Advisor (not
the Funds) has agreed to pay the Sub-Advisors an annual fee equal to the
percentages set forth below of the value of the applicable Fund's average net
assets, payable monthly:

Bond Fund: .25% to Pacific Investment Management
Company

Real Estate Securities Fund 0.50% to Kensington Investment Group

International Growth Fund Capital Guardian Trust Company
.750% on the first $25 million
.600% on the next $25 million
.425% on the next $200 million
.375% on assets in excess of $250 million

44
<PAGE>

International Small Cap Fund: .80% to Bee & Associates, Incorporated

U.S. Small Cap Fund: 0.65% to Kern Capital Management LLC

Emerging Markets Fund: .50% to Nicholas Applegate Capital
Management (Hong Kong) LLC

U.S. Micro-Cap Fund: to Kern Capital Management LLC:
1.50% on the first $30 million
1.00% on the next $70 million
.75% on assets in excess of $100 million

For the fiscal year ended October 31, 1998, Pacific Investment Management
Company, Kern Capital Management LLC, Nicholas-Applegate Capital Management (HK)
LLC, Capital Guardian Trust Company, Bee & Associates, Incorporated, Kensington
Investment Group, and Rayner Associates, Inc. received from the Advisor (not the
Funds) subadvisory fees (net of voluntary fee waivers) of $_________, $_______,
$_________, $_________, $_________, $_______ and $__________, respectively. For
the fiscal year ended October 31, 1997, Pacific Investment Management Company,
Kern Capital Management LLC and Nicholas-Applegate Capital Management received
from the Advisor (not the Funds) subadvisory fees (net of voluntary fee waivers)
of $189,286, , $359,873, and $15,038, respectively. For the fiscal year ended
October 31, 1996, Pacific Investment Management Company, received, from the
Advisor, subadvisory fees (net of voluntary waivers) of $198,574, respectively.

The Portfolio Management Agreements for each Fund continue 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. Each 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, each 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.

45
<PAGE>

TRANSFER AGENT. The Advisor has engaged State Street Bank and Trust Company, c/o
NFDS, P.O. Box 419343, Kansas City, Missouri, 64141, to serve as theTransfer and
Dividend Disbursing Agent and shareholder service agent. The Custodian 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 LLC
(the "Sub-Administrator"), with offices at 2020 East Financial Way, Suite 100,
Glendora, California 91741. The Administration Agreement provides that the
Sub-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 Sub-Administrator. For its services, the Advisor (not the Fund)
pays the Sub-Administrator an annual fee equal to .02% of the first $1 billion
of the Fund's average daily net assets, 0.015% thereafter, subject to a minimum
annual fee of $20,000.

PLAN OF DISTRIBUTION (U.S. SMALL CAP FUND, INTERNATIONAL GROWTH FUND,
INTERNATIONAL SMALL CAP FUND, REAL ESTATE SECURTIES FUND, SELECT FUND AND
EMERGING MARKETS FUND ONLY)

As stated in the Prospectus, the above referenced Funds have adopted a plan of
distribution (the "Plan") pursuant to Rule 12b-1 under the 1940 Act which
permits the Funds 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
Funds. 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.

46
<PAGE>
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 Funds.
In the event the Plan is terminated in accordance with its terms, the Funds 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 Funds 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.

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 Funds 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 Funds, which will benefit the Funds 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.

Pursuant to the Plan, the Funds 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

47
<PAGE>
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 Funds 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 Funds
may from time to time purchase securities issued by banks which provide such
services; however, in selecting investments for the Funds, no preference will be
shown for such securities.

EXECUTION OF PORTFOLIO TRANSACTIONS

There are occasions on which portfolio transactions for a 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 a Fund, they will be effected
only when the Advisor or Sub-Advisor believes that to do so will be in the best
interest of such 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 other series of the Investment Company.

The Bond Fund, the Global Fund, the Growth Fund, the International Growth Fund,
the International Small Cap Fund, the Select Fund, the Emerging Markets Fund,
and the U.S. Micro-Cap Fund contemplate 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 these Funds will endeavor to achieve the
best net results on their 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 Global Fund, the Growth Fund, the
International Growth Fund, the International Small Cap Fund, the Select Fund,
the Emerging Markets Fund, and the U.S. Micro-Cap 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 a Fund may invest are
generally traded in the over-the-counter markets.

No brokerage commissions have been paid by the Money Market Fund and the
California Intermediate Tax-Free Fund during the last three fiscal years. The
aggregate dollar amount of brokerage commissions paid by the other Funds during
the last three years are as follows:

48
<PAGE>

FISCAL YEAR ENDED OCTOBER 31,
--------------------------------------
1998 1997 1996
---- ---- ----
Bond Fund $ 6,238 $ 11,855
Global Fund 457,345,985 1,069,049

REAL ESTATE SECURITIES FUND
Growth Fund 133,423,420 141,414
International Growth Fund 68,701,854 344,243
International Small Cap Fund 11,444,571 8,854

SELECT FUND
U.S. Small Cap Fund 1,642,365 --
Emerging Markets Fund 27,789,638 20,196
U.S. Micro-Cap Fund 93,816,069 68,850

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 a
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 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
each Fund's portfolio.

Subject to the requirements of the Investment Company Act of 1940 and procedures
adopted by the Board of Directors, the Funds 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 a Sub-Advisor,
or an affiliated person of such person. It is presently anticipated that certain
affiliates of the Sub-Advisor(s) will effect brokerage transactions of the Funds
in certain markets and receive compensation for such services.

As of October 31, 1998, the Money Market Fund owned securities of the Investment
Company's regular brokers or dealers or their parents (as defined in Rule 10b-1
promulgated under the 1940 Act) as follows: __________________________ . As of
October 31, 1998, the Bond Fund owned securities of the Investment Company's
regular brokers or dealers or their parents (as defined in Rule 10b-1

49
<PAGE>

promulgated under the 1940 Act) as follows: _____________________. As of October
31, 1998, the Global Fund owned securities of the Investment Company's regular
brokers or dealers or their parents (as defined in Rule 10b-1 promulgated under
the 1940 Act) as follows:________________________ . As of October 31, 1998, the
Growth Fund owned securities of the Investment Company's regular brokers or
dealers or their parents (as defined in Rule 10b-1 promulgated under the 1940
Act) as follows:_________________ . As of October 31, 1998, the International
Growth Fund owned securities of the Investment Company's regular brokers or
dealers or their parents (as defined in Rule 10b-1 promulgated under the 1940
Act) as follows:___________.

HOW TO INVEST

PRICE OF SHARES. The price to be paid by an investor for shares of a Fund, the
public offering price, is based on the net asset value per share which is
calculated once daily as of the close of trading (currently 4:00 p.m., Eastern
time) each day the New York Stock Exchange is open as set forth below. The New
York Stock Exchange is currently closed on weekends and on the following
holidays: (i) New Year's Day, Martin Luther King 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
Money Market Fund will also observe additional federal holidays that are not
observed by the New York Stock Exchange: Columbus Day, and Veterans Day.

Each 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 Bond Fund's, the
Global Fund's, the Growth Fund's, the International Growth Fund's, the
International Small Cap Fund's, the Select Fund's, the Emerging Market Fund's,
and the U.S. Micro-Cap 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
these Funds may be significantly affected by such trading on days when a
shareholder has no access to the Funds. 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."

FREMONT BOND FUND, FREMONT REAL ESTATE SECURITIES FUND, FREMONT GLOBAL FUND,
FREMONT GROWTH FUND, FREMONT INTERNATIONAL GROWTH FUND, FREMONT INTERNATIONAL
SMALL CAP FUND, FREMONT SELECT FUND, FREMONT U.S. SMALL CAP FUND, FREMONT
EMERGING MARKETS FUND, AND FREMONT U.S. MICRO-CAP FUND:

50
<PAGE>
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 Funds amortize to maturity all
securities with 60 days or less remaining to maturity based on their
cost to the Funds if acquired within 60 days of maturity or, if
already held by a Fund on the 60th day, based on the value determined
on the 61st day. Options on currencies purchased by the Funds 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 Funds' 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 these Funds 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 these Funds' 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. With respect to the Global Fund, gold bullion and bullion-type coins
are valued at the closing price of gold on the New York Commodity
Exchange.

5. 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.

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

7. 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.

51
<PAGE>
FREMONT MONEY MARKET FUND:

It is the Money Market Fund's policy to use its best efforts to maintain a
constant per share price for the Money Market Fund equal to $1.00.

The portfolio instruments of the Money Market Fund are valued on the basis of
amortized cost. This involves valuing an instrument at its cost initially and,
thereafter, assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. While this method provides certainty in valuation, it
may result in periods during which the value, as determined by amortized cost,
is higher or lower than the price the Money Market Fund would receive if it sold
the instrument.

The valuation of the Money Market Fund's portfolio instruments based upon their
amortized cost and simultaneous maintenance of a per share net asset value at
$1.00 are permitted by Rule 2a-7 adopted by the Securities and Exchange
Commission ("SEC"). Under this rule, the Money Market Fund must maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 397 days or less as allowed by
regulations under the 1940 Act, and invest only in securities determined by the
Board of Directors to be of high quality with minimal credit risks. In
accordance with this rule the Board of Directors has established procedures
designed to stabilize, to the extent reasonably practicable, the Money Market
Fund's price per share as computed for the purpose of sales and redemptions at
$1.00. Such procedures include review of the portfolio holdings by the Board of
Directors at such intervals as it may deem appropriate, to determine whether the
net asset value of the Money Market Fund calculated by using available market
quotations or market equivalents deviates from $1.00 per share based on
amortized cost. The rule also provides that a deviation between the Money Market
Fund's net asset value based upon available market quotations or market
equivalents and $1.00 per share net asset value based on amortized cost
exceeding $0.005 per share must be examined by the Board of Directors. In the
event the Board of Directors determines that the deviation may result in
material dilution or is otherwise unfair to investors or existing shareholders,
the Board of Directors must cause the Money Market Fund to take such corrective
action as it regards as necessary and appropriate, including: selling portfolio
instruments prior to maturity to realize capital gains or losses or to shorten
average portfolio maturity; withholding dividends or paying distributions from
capital or capital gains; redeeming shares in kind; or establishing a net asset
value per share by using available market quotations.

In the event that a security meeting the Money Market Fund's quality
requirements is acquired and subsequently is assigned a rating below "First
Tier" by one or more of the rating organizations, the Board of Directors must
assess promptly whether the security presents minimal credit risks and direct
the Money Market Fund to take such action as the Board of Directors determines
is in the best interest of the Money Market Fund and its shareholders. This

52
<PAGE>
responsibility cannot be delegated to the Advisor. However, this assessment by
the Board of Directors is not required if the security is disposed of (by sale
or otherwise) or matures within five Business Days of the time the Advisor
learns of the lower rating. However, in such a case the Board of Directors must
be notified thereafter.

In the event that a security acquired by the Money Market Fund either defaults
(other than an immaterial default unrelated to the issuer's financial
condition), or is determined no longer to present minimal credit risks, the
Money Market Fund must dispose of the security (by sale or otherwise) as soon as
practicable unless the Board of Directors finds that this would not be in the
Money Market Fund's best interest.

FREMONT CALIFORNIA INTERMEDIATE TAX-FREE FUND:

Portfolio securities 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 the equivalent value of
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.

The Fund deems the maturities of variable or floating rate instruments, or
instruments which the Fund has the right to sell at par to the issuer or dealer,
to be the time remaining until the next interest rate adjustment date or until
they can be resold or redeemed at par.

Where market quotations are not readily available, the Fund values securities
(including restricted securities which are subject to limitations as to their
sale) at fair value as determined in good faith by or under the direction of the
Board of Directors.

The fair value of any other assets is added to the value of securities, as
described above to arrive at total assets. 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. 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 a 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 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.

53
<PAGE>

PAYMENT AND TERMS OF OFFERING. Payment of shares purchased should accompany the
purchase order, or funds should be wired to the 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 Fremont Mutual Funds. Third party checks, credit
cards and cash will not be accepted. All investment checks are subject to a ten
day holding period.

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, that 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 that Fund for the loss incurred. Such loss shall be
the difference between the net asset value of that 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
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 a Fund at the beginning of such
period.

SUSPENSION OF REDEMPTION PRIVILEGES. The Investment Company may suspend
redemption privileges with respect to any 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 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." Each Fund will be treated under the
Code as a separate entity, and each Fund has elected and intends 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

54
<PAGE>
investment company under the Code, a 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), its tax-exempt interest income (if
any) and net capital gains, and meet certain diversification of assets and other
requirements of the Code. If a 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, a 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;
and (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 a 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 a Fund qualifies as a "regulated investment company," it may be
subject to certain federal excise taxes unless that 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 a Fund from its current
year's ordinary income and capital gain net income and (ii) any amount on which
a Fund pays income tax for the year. Each Fund intends to meet these
distribution requirements to avoid the excise tax liability.

If for any taxable year a 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.

SPECIAL TAX CONSIDERATIONS FOR THE REAL ESTATE SECURITIES FUND. 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

55
<PAGE>
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 a
Fund in the same manner whether such dividends are received as shares or in
cash. If a Fund does not receive any dividend income from U.S. corporations,
dividends from that Fund will not be eligible for the dividends received

56
<PAGE>
deduction allowed to corporations. To the extent that dividends received by a
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. The
maximum federal capital gains rate for individuals is 28% with respect to
capital assets held for more than 12 months, but not more than 18 months, and
20% with respect to capital assets held more than 18 months. The maximum capital
gains for corporate shareholders is the same as the maximum tax rate for
ordinary income.

NET CAPITAL GAINS. Any distributions designated as being made from a 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 that Fund's shares. 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-divided 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. Shareholders are advised to consult their tax advisor regarding
application of these rules to their particular circumstances.

Capital loss carryforwards result when a 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
a 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 a 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 capital gains 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.

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 a 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

57
<PAGE>
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 Funds will attempt to
monitor Section 988 transactions to avoid an adverse tax impact. See also
"Investment Objectives, Policies, and Risk Considerations" in this Statement of
Additional Information.

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

Under the Code, a 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. A Fund may be required to pay
withholding and other taxes imposed by foreign countries generally at rates from
10% to 40% which would reduce such 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 (except with respect to the
Global Fund, the International Growth Fund, the International Small Cap Fund,
and the Emerging Markets Fund) will be entitled to a foreign tax credit or
deduction for such foreign taxes.

With respect to the Global Fund, the International Growth Fund, the
International Small Cap Fund, or the Emerging Markets Fund, so long as it (i)
qualifies for treatment as a regulated investment company, (ii) is liable for
foreign income taxes, and (iii) more than 50% of its total assets at the close
of its taxable year consist of stock or securities of foreign corporations, it
may elect to "pass through" to its shareholders the amount of such foreign taxes
paid. If this election is made, information with respect to the amount of the
foreign income taxes that are allocated to the applicable Fund's shareholders
will be provided to them and any shareholder subject to tax on dividends will be
required (i) to include in ordinary gross income (in addition to the amount of
the taxable dividends actually received) its proportionate share of the foreign
taxes paid that are attributable to such dividends, and (ii) either deduct its
proportionate share of foreign taxes in computing its taxable income or to claim
that amount as a foreign tax credit (subject to applicable limitations) against
U.S. income taxes.

The foregoing is a general abbreviated summary of present United States federal
income taxes on dividends and distributions by each 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. Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City,
Missouri 64105, acts as Custodian for the Investment Company's assets, and as
such safekeeps the Funds' 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.

58
<PAGE>
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 each
Fund, assist in the preparation of each 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. The financial
statements of the Funds as of October 31, 1997 incorporated herein by reference
are audited. Such financial statements are included herein in reliance on the
opinion of Coopers & Lybrand L.L.P. given on the authority of said firm as
experts in auditing and accounting.

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.

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
thirteen 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.

59
<PAGE>

CERTAIN SHAREHOLDERS. To the best knowledge of the Funds, shareholders owning 5%
or more of the outstanding shares of the Funds as of record are set forth below:

SHAREHOLDER % HELD AS OF
FUND NAME & ADDRESS ,1998
- ---- -------------- ------------
Money Market Fund Bechtel Mast Trust for Qualifed Employees
P.O. Box 1742
Church St. Station
New York, NY 10008-1742

Sequoia Ventures, Inc.
50 Fremont Streeet, Ste 3600
San Francisco, Ca 94105-2239

Bond Fund Bechtel Mast Trust for Qualifed Employees
P.O. Box 1742
Church St. Station
New York, NY 10008-1742

Sequoia Ventures, Inc.
50 Fremont Streeet, Ste 3600
San Francisco, Ca 94105-2239

Real Estate Charles Schwab & Co., Inc.
Securities Fund 101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services Corp
FBO Sal Vella
200 Liberty Street
New York, NY 10281-1003

Donald Lufkin & Jenrette
Mutual Funds, 7th Floor
1 Pershing Plaza
Jersey City, NJ 07399-0001

Fremont Investment Advisors, Inc.
333 Market Street, Ste. 2600
San Francisco, Ca 94105-2127

Global Fund Bechtel Mast Trust for Qualifed Employees
P.O. Box 1742
Church St. Station
New York, NY 10008-1742

BF Fund Limited
50 Fremont Street, Ste. 3600
San Francisco, CA 94105-2239

Growth Fund BF Fund Limited
50 Fremont Street, Ste. 3600
San Francisco, CA 94105-2239

International Growth BF Fund Limited
Fund 50 Fremont Street, Ste. 3600
San Francisco, CA 94105-2239

Fremont Investors, Inc.
50 Fremont Street, Ste. 3600
San Francisco, CA 94105-2239

60
<PAGE>

International Small Charles Schwab & Co., Inc.
Cap Fund 101 Montgomery Street
San Francisco, CA 94104-4122

Fremont Investors, Inc.
50 Fremont Street, Ste. 3600
San Francisco, CA 94105-2239

Fremont Investment Advisors, Inc.
333 Market Street, Ste. 2600
San Francisco, Ca 94105-2127

Fremont Group
50 Fremont Street, Ste. 3600
San Francisco, CA 94105-2239

Gary L. Bergstrom
303 Marsh Street
Belmont MA 02178-1733

Select Fund Fremont Investors, Inc.
50 Fremont Street, Ste. 3600
San Francisco, CA 94105-2239

U.S. Small Cap Fund Fremont Investors, Inc.
50 Fremont Street, Ste. 3600
San Francisco, CA 94105-2239

Emerging Markets Charles Schwab & Co., Inc.
Fund 101 Montgomery Street
San Francisco, CA 94104-4122

Fremont Investors, Inc.
50 Fremont Street, Ste. 3600
San Francisco, CA 94105-2239

Fremont Investment Advisors, Inc.
333 Market Street, Ste. 2600
San Francisco, Ca 94105-2127

Fremont Group
50 Fremont Street, Ste. 3600
San Francisco, CA 94105-2239

U.S. Micro-Cap Fund Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104-4122

Goodness Limited
P.O. Box N-7776
Nassau, Bahamas

National Financial Services Corp
FBO Sal Vella
200 Liberty Street
New York, NY 10281-1003

61
<PAGE>

Donald Lufkin & Jenrette
Mutual Funds, 7th Floor
1 Pershing Plaza
Jersey City, NJ 07399-0001

California BF Fund Limited
Intermediate 50 Fremont Street, Ste. 3600
Tax-Free Fund San Francisco, CA 94105-2239

Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104-4122

Willis S. Slusser and Marion B. Slusser
200 Deer Valley Road, #1D
San Rafael, CA 94903-5513

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.

The Global Fund's investment objectives are similar to the objectives of Bechtel
Trust & Thrift Plan, Fund A. The Bond Fund's investment objectives are the same
as the objectives of Bechtel Trust & Thrift Plan, Fund B. The Money Market
Fund's investment objectives are the same as the objectives of Bechtel Trust &
Thrift Plan, Fund C.

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;

(5) Money Market Securities: 1980-1986, 90 day U.S. Treasury Bill rate:
1987-1997 Donoghue First Tier Money Market Fund Average; and

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

62
<PAGE>

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

Foreign Intermediate Foreign Money Market
U.S. Stocks Stocks U.S. Bonds Bonds Securities NAREIT
----------- ------ ---------- ----- ---------- ------
1980 32.4% 24.4% 6.4% 14.2% 11.8% 28.02%
1981 -5.0% -1.0% 10.5% -4.6% 16.1% 8.58%
1982 21.3% -0.9% 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% 3.3% 12.18%
1993 10.0% 33.3% 8.8% 15.1% 2.6% 18.55%
1994 1.3% 8.1% -1.9% 6.0% 3.6% 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%
1997 33.4% 1.8% 7.9% -4.3% 5.0% 29.14%
1998

The Bond Fund, the Real Estate Securities Fund, the Global Fund, the Growth
Fund, the International Growth Fund, the International Small Cap Fund, the
Select Fund, the U.S. Small Cap Fund, the Emerging Markets Fund, and the U.S.
Micro-Cap Fund are best suited as long-term investments. While they offer higher
potential total returns than certificates of deposit or money market funds
(including the Money Market Fund), they involve added return volatility or risk.
The prospective investor must weigh this potential for higher return against the
associated higher risk.

INVESTMENT RESULTS

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

Current yield for the Money Market Fund will be calculated based on the net
change, exclusive of capital changes, over a seven-day period, in the value of a
hypothetical pre-existing account having a balance of one share at the beginning

63
<PAGE>

of the period, subtracting a hypothetical charge reflecting deductions from
shareholder accounts, and dividing the difference by the value of the account at
the beginning of the base period to obtain the base period return, and then
multiplying the base period return by (365/7) with the resulting yield figure
carried to at least the nearest hundredth of one percent. As of October 31,
1998, the seven-day current yield for the Money Market Fund was ______-%.

Effective Yield (or 7-day compound yield) for the Money Market Fund will be
calculated based on the net change, exclusive of capital changes, over a
seven-day period, in the value of a hypothetical pre-existing account having a
balance of one share at the beginning of the period, subtracting a hypothetical
charge reflecting deductions from shareholder accounts, and then dividing the
difference by the value of the account, at the beginning of the base period to
obtain this base period return, and then compounding the base period return by
adding 1, raising the sum to a power equal to (365/7), and subtracting 1 from
the result, according to the following formula:

EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)365/7 -1].

The resulting yield figure is carried to at least the nearest hundredth of one
percent. As of October 31, 1998, the effective yield for the Money Market Fund
was ______%.

With respect to the Bond Fund, the Global Fund, the Growth Fund, the
International Growth Fund, the International Small Cap Fund, the Emerging
Markets Fund, and the U.S. Micro-Cap Fund, 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 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.
Each 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, each Fund will provide lifetime average annual total return
figures.

64
<PAGE>

The average annual total returns of the Funds for the periods ended October 31,
1998 are as follows:
SINCE
1 YEAR 5 YEARS INCEPTION
------ ------- ---------
Money Market Fund % % %
Bond Fund % -- %
Real Estate Securities Fund xx.xx% xx.xx% xx.xx%
Global Fund % % %
Growth Fund % % %
International Growth Fund % -- %
International Small Cap Fund % -- %
Select Fund xx.xx% xx.xx% xx.xx%
U.S. Small Cap Fund -- -- -4.06%*
Emerging Markets Fund 12.55% -- 6.61%
U.S. Micro-Cap Fund 28.80% -- 33.43%
California Intermediate Tax-Free Fund xx.xx% xx.xx% xx.xx%

- ----------
* UNANNUALIZED

The Bond Fund may quote its yield, which is computed by dividing the net
investment income per share earned during a 30-day period by the maximum
offering price per share on the last day of the period, according to the
following formula:

YIELD = 2[((a - b)/cd + 1)6 - 1]

Where: a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends
d = the maximum offering price per share on the last day of the
period

The Bond Fund's 30-day yield as of October 31, 1998 was _____%.

Each Fund's investment results will vary from time to time depending upon market
conditions, the composition of a Fund's portfolio and operating expenses of a
Fund, so that current or past yield or total return should not be considered
representations of what an investment in a 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 a Fund's investment
results with those published for other investment companies and other investment
vehicles. A Fund's results also should be considered relative to the risks
associated with such Fund's investment objective and policies.

The Investment Company may from time to time compare the investment results of a
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.

65
<PAGE>
(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 "500" 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 3000 Index, which reflects the common stock price changes of
the 3,000 largest publicly traded U.S. companies by market
capitalization.

(9) 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.

(10) 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.

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

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

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

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

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

(16) 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.

(17) 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.

66
<PAGE>
(18) 90-day U.S. Treasury Bills Index, which is a measure of the
performance of constant maturity 90-day U.S. Treasury Bills.

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

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

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

(22) 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.

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

(24) 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.

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

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

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

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

(29) Various publications including but not limited to ratings agencies
such as Moody's Investors Service, Fitch IBCA, Inc. and Standard
Poor's Ratings Group.

(30) Various publications from the Organization for Economic Cooperation
and Development.

(31) Bechtel Trust & Thrift Plan, Fund A (Global Multi-Asset Fund), Fund B
(Bond Fund), Fund C (Money Market Fund), and Fund D (U.S. Stock
Fund).*
- ----------
* Bechtel Trust & Thrift Plan performance results include reinvestment of
dividends, interest, and other income, and are net of investment management
fees. Results for Fund A, Fund B, and Fund D were in part achieved through
the efforts of investment managers selected by Fremont Investment Advisors
or its predecessor organizations.

67
<PAGE>
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.; and Ibbottson Associates of Chicago, Illinois
("Ibbotson") 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 Funds are an appropriate investment for long-term
investment goals including, but not limited to, funding retirement, paying for
education, or purchasing a house. The Funds do not represent a complete
investment program, and investors should consider the Funds as appropriate for a
portion of their overall investment portfolio with regard to their long-term
investment goals.

The Advisor believes that a growing number of consumer products, including, but
not limited to, home appliances, automobiles, and clothing, purchased by
Americans are manufactured abroad. The Advisor believes that investing globally
in the companies that produce products for U.S. consumers can help U.S.
investors seek protection of the value of their assets against the potentially
increasing costs of foreign manufactured goods. Of course, there can be no
assurance that there will be any correlation between global investing and the
costs of such foreign goods unless there is a corresponding change in value of
the U.S. dollar to foreign currencies. From time to time, the Investment Company
may refer to or advertise the names of such companies although there can be no
assurance that the Funds may own the securities of these companies.

From time to time, the Investment Company may refer to the number of
shareholders in a 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.

A 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 Funds 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 Funds differ from bank investments in several
respects. The Funds may offer greater liquidity or higher potential returns than
CDs; but unlike CDs, the Funds will have a fluctuating share price and return
and are not FDIC insured.

A 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, a Fund's performance may
be compared to mutual fund performance indices prepared by Lipper.

68
<PAGE>
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 Funds. The
Funds 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.

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

From time to time, a Fund's performance also may be compared to other mutual
funds tracked by financial or business publications and periodicals. For
example, the Funds 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 Funds 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 Funds may quote various measures of volatility and benchmark correlation
such as beta, standard deviation, and R2 in advertising. In addition, the Funds
may compare these measures to those of other funds. Measures of volatility seek
to compare a 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 Funds 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 a 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

69
<PAGE>
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.

The Funds 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.

A 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 Funds 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). Married couples
with a non-working spouse or a spouse not covered by an employers plan can make
a completely deductible IRA contribution for that spouse as long as their
combined adjusted gross income does not exceed $150,000. 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.

ROTH IRA: The Roth IRA allows investment of after-tax dollars in a retirement
account that provides tax-free growth. Funds can be withdrawn without federal
income tax or penalty after the account has been open for five years and the age
of 59 1/2 has been attained.

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).

70
<PAGE>

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 Funds 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.

71
<PAGE>
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 or a Sub-Advisor may make
reference to or discuss its products, services, and accomplishments. Such
accomplishments do not provide any assurance that the Fremont Mutual Funds'
investment objectives will be achieved.

72
<PAGE>
FREMONT MUTUAL FUNDS, INC.
FREMONT INSTITUTIONAL U.S. MICRO-CAP 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 Institutional U.S.
Micro-Cap Fund (the "Fund") dated March 1, 1999 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 March 1, 1999.

<PAGE>
TABLE OF CONTENTS

PAGE
----

The Corporation.......................................................... x

Investment Objective, Policies, And Risk
Considerations......................................................... x

Investment Restrictions.................................................. xx

Investment Company Directors And Officers................................ xx

Investment Advisory And Other Services................................... xx

Execution Of Portfolio Transactions...................................... xx

How To Invest............................................................ xx

Other Investment And Redemption Services................................. xx

Taxes - Mutual Funds..................................................... xx

Additional Information................................................... xx

Investment Results....................................................... xx

Information About Fremont Investment Advisors.............................xx

Appendix A: Description Of Ratings....................................... xx

2
<PAGE>

THE CORPORATION

3
<PAGE>

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.

INVESTMENT OBJECTIVE, POLICIES, AND RISK CONSIDERATIONS

The descriptions below are intended to supplement the material in the
Prospectus.

Under normal market conditions, at least 65% of the total assets of the Fund
will be invested in equity securities of U.S. micro-cap companies (described
below). These securities will trade on a U.S. exchange or in the
over-the-counter (OTC) market. However, up to 25% of the Fund's total assets, at
the time of purchase, may be invested in securities of micro-cap companies
domiciled outside the United States, including sponsored and unsponsored
American Depository Receipts ("ADRs") and European Depository Receipts ("EDRs").
The Fund may also invest in stock index futures contracts, options on index
futures and options on portfolio securities and stock indices.

Although the Fund invests primarily in common stocks and securities convertible
into common stock, 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 the 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
non-convertible bonds and preferred stocks, in an amount not exceeding 5% of its
net assets. Preferred stocks and bonds will be rated at the time of purchase in
the top two categories of Moody's Investor Service, Inc. (Aaa or Aa) or Standard
& Poor's Ratings Group, (AAA or AA) or be of comparable quality as determined by
the Advisor.

GENERAL INVESTMENT POLICIES

DIVERSIFICATION. The Fund intends to operate as a "diversified" management
investment company, as defined in the Investment Company Act of 1940 (the "1940
Act"). A "diversified" investment company means a company which meets the
following requirements: At least 75% of the value of the Fund's total assets is
represented by cash and cash items (including receivables), "Government
Securities" (as defined below), securities of other investment companies, and
other securities for the purposes of this calculation limited in respect of any
one issuer to an amount not greater in value than 5% of the value of the total
assets of the Fund and to not more than 10% of the outstanding voting securities
of such issuer. "Government Securities" means securities issued or guaranteed as
to principal or interest by the United States, or by a person controlled or
supervised by and acting as an instrumentality of the Government of the United
States pursuant to authority granted by the Congress of the United States.

4
<PAGE>

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.

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 ("GNMA")
certificates, are supported by the full faith and credit of the United States;
those of the Federal Home Loan Mortgage Corporation ("FHLMC") are supported by
the right of the issuer to borrow from the Treasury; those of the Federal
National Mortgage Association ("FNMA"), are supported by the discretionary
authority of the U.S. government to purchase the agency's obligations; and those
of the Student Loan Marketing Association are supported only by the credit of
the instrumentality. The U.S. government is not obligated by law to provide
future financial support to the U.S. government agencies or instrumentalities
named above.

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 period of less than one 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 only enter
into repurchase agreements where (i) the underlying securities are issued or
guaranteed by the U.S. government, (ii) 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 (iii) 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

5
<PAGE>

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

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

6
<PAGE>
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 adversely affect the Fund's
ability to terminate existing swap agreements or to realize amounts to be
received under such agreements.

7
<PAGE>

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. There is always a risk that the securities may not be delivered and
that a Fund may incur a loss or will have lost the opportunity to invest the
amount set aside for such transaction in the segregated asset account.
Settlements in the ordinary course of business, which may take substantially
more than three business days for non-U.S. securities, are not treated by the
Funds as when-issued or forward commitment transactions and, accordingly, are
not subject to the foregoing limitations, even though some of the risks
described above may be present in such transactions. 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.

8
<PAGE>
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.

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 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).

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

9
<PAGE>
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.

TEMPORARY DEFENSIVE POSTURE. When a temporary defensive posture in the market is
appropriate in the Advisor's opinion, the Fund may temporarily invest up to 100%
of its assets in high quality, short-term debt securities and money market
instruments, including repurchase agreements. The Fund may also hold other types
of securities from time to time, including bonds.

PORTFOLIO TURNOVER. The Fund may trade in securities for short-term gain
whenever deemed advisable by the Advisor and/or Sub-Advisor in order to take
advantage of 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 each 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.

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.

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

10
<PAGE>

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 "right 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, 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.

11
<PAGE>

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 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

12
<PAGE>

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 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 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.

13
<PAGE>

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 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.

14
<PAGE>

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.

15
<PAGE>

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.

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 obligors 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.

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.

16
<PAGE>

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.

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.

17
<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.

18
<PAGE>

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.

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:

19
<PAGE>
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.

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.

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 a 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:

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

2. 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.

20
<PAGE>
3. Invest in interests in oil, gas, or other mineral exploration or
development programs or leases.

4. Invest more than 5% of its total assets in securities of companies
having, together with their predecessors, a record of less than three
years continuous operation.

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

9. Invest in securities of an issuer if the investment would cause the
Fund to own more than 10% of any class of securities of any one
issuer.

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

21
<PAGE>
INVESTMENT COMPANY DIRECTORS AND OFFICERS

PRINCIPAL OCCUPATIONS AND
DATE OF BUSINESS
NAME AND ADDRESS 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
Fremont Investment, Advisors, Inc. Executive Officer Investment Advisors, Inc.;
333 Market Street, 26th Floor and Director Managing Director, Fremont
San Francisco, CA 94105 Group, L.L.C. and Fremont
Investors, Inc.; Director,
Sequoia Ventures, Sit/Kim
International Investment
Associates, and J.P. Morgan
Securities Asia.

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

Donald C. Luchessa(3) 2-18-30 Director Principal, DCL Advisory
DCL Advisory (marketer for investment
4105 Shelter Bay Avenue advisors).
Mill Valley, CA 94941

Norman Gee 3-29-50 Vice President Vice President, Fremont
Fremont Investment Advisors, Inc. Investment Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

</TABLE>
22
<PAGE>
<TABLE>
<S> <C> <C> <C>
Alexandra W. Kinchen(4) 4-25-45 Vice President Vice President, Fremont
Fremont Investment Advisors, Inc. Investment Advisors, Inc.
333 Market Street, 26th Floor
San Francisco, CA 94105

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

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

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

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

Allyn Hughes 6-12-60 Vice President Vice President, Fremont
Fremont Investment Advisors, Inc. Investment 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

Dean Boebinger 11-21-55 Vice President 12/95 - Present
</TABLE>

During the fiscal year ended October 31, 1998, Richard E. Holmes, William W.
Jahnke, and David L. Egan each received $xx, xxx and Donald C. Luchessa received
$xx,xxx for serving as directors of the Investment Company.

As of _______, 1998, 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.

23
<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 and Administration Agreement
(the "Advisory Agreement"), the Advisor is paid a monthly fee at the annual
rate of 1.15% 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 has agreed to reduce some or all of
its fees under the Advisory Agreement if necessary to keep total operating
expenses, expressed on an annualized basis, at or below the rate of 1.25% of
the Fund's 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 1.25% 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, Jon S. Higgins, Peter F.
Landini, Michael H. Kosich and Albert W. Kirschbaum.

24
<PAGE>
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 of 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, Kern Capital Management LLC ("the Sub-Advisor") serves as the
Fund's Sub-Advisor. The Sub-Advisor will be overseen by the members of the
Fremont Investment Committee. See "Investment Company Directors and Officers."

The Portfolio Management Agreement will provide 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 statements (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.

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 .75%
of the Fund's average net assets.

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 a 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

25
<PAGE>
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.

TRANSFER AGENT. The Advisor is the Fund's transfer agent and has engaged State
Street Bank and Trust Company, c/o NFDS, P.O. Box 419343, Kansas City, Missouri,
64141, to serve 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 "Sub-Administrator"), with offices at 2020 East Financial Way,
Suite 100, Glendora, California 91741. The Administration Agreement provides
that the Sub-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 Sub-Administrator. For its services, the Advisor (not the
Fund) pays the Sub-Administrator an annual fee equal to .02% of the first $1
billion of the Fund's average daily net assets, 0.015% thereafter, subject to a
minimum annual fee of $20,000.

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.

26
<PAGE>
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.

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 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.

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 an affiliated
person of such person.

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 close of trading (currently 4:00 p.m., Eastern
time) each day the New York Stock Exchange is open as set forth below. 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.

27
<PAGE>
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."

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.

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.

28
<PAGE>
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 made payable to Fremont Mutual Funds. Third
party checks, credit cards, and cash will not be accepted. All investment
checks are subject to a 10-day holding period.

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

29
<PAGE>
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
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), its
tax-exempt interest income (if any) and net capital gains, 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.

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.

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.

30
<PAGE>
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, 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. The maximum federal capital gains rate for individuals 28%
with respect to capital assets held for more than 12 months, but not more than
18 months, and 20% with respect to capital 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.

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. 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. Shareholders are advised to consult
their tax advisor regarding application of these rules to their particular
circumstances.

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 capital gains
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.

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

31
<PAGE>
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.
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 reacquired 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 Fund may purchase the securities of certain foreign investment funds or
trusts called passive foreign investment companies ("PFICs"). Currently, PFICs
are the only or primary means by which the Fund may invest in some countries. If
the Fund invests in PFICs, it may be subject to U.S. federal income tax on a
portion of any "excess distribution" or gain from the disposition of such shares
even if such income is distributed as a taxable dividend to shareholders. In
addition to bearing their proportionate share of the Fund's expenses,
shareholders will also bear indirectly similar expenses of PFICs in which the
Fund has invested. Additional charges in the nature of interest may be imposed
on either the Fund or its shareholders in respect of deferred taxes arising from
such distributions or gains. Capital gains on the sale of such holdings will be
deemed to be ordinary income regardless of how long such PFICs are held. If the
Fund were to invest in a PFIC and elect to treat the PFIC as a "qualified
electing fund" under the Code, in lieu of the foregoing requirements, the Fund
might be required to include in income each year a portion of the ordinary
earnings and net capital gains of the qualified electing fund, even if not
distributed to the Fund, and such amounts would be subject to the 90% and
calendar year distribution requirements described above.

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. Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City,
Missouri 64105 , 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.

32
<PAGE>
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. The
financial statements of the Fund as of October 31, 1998 incorporated herein by
reference are audited. Such financial statements are included herein in
reliance on the opinion of Coopers & lybrand L.L.P. given on the authority of
said firm as experts in auditing and accounting.

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.

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
ten 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.

CERTAIN SHAREHOLDERS. To the best knowledge of the Fund, shareholders owning 5%
or more of the outstanding shares of the Fund as of record are set forth below:

SHAREHOLDER % HELD AS OF
NAME & ADDRESS ,1998
-------------- ------------
Bechtel Mast Trust for Qualifed Employees %
P.O. Box 1742
Church St. Station
New York, NY 10008-1742

Charles Schwab & Co. %
101 Montgomery Street
San Francisco, Ca 94104-4122

BF Fund Limited %
50 Fremont Street, Ste. 3600
San Francisco, CA 94105-2239

33
<PAGE>

OTHER INVESTMENT INFORMATION. The Advisor directs the management of over $X.X
billion of assets and internally manages over $X.X 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 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 1998 are as
follows (source: Fremont Investment Advisors, Inc.):

U.S. Foreign Intmdte Foreign Money Market
Stocks Stocks U.S. Bonds Bonds Securities
------ ------ ---------- ----- ----------
1980 32.4% 24.4% 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% 56.7% 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%
1997 33.4% 1.8% 7.9% -4.3% 5.0%
1998 xx.x% x.x% x.x% x.x% x.x%

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.

34
<PAGE>
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 $10,000 ("P") 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.

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:

(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).

35
<PAGE>
(3) Statistics reported by Lipper Analytical Services, Inc., which ranks
mutual funds by overall performance, investment objectives, and
assets.

(4) Standard & Poor's "500" 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.

36
<PAGE>
(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
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 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.

37
<PAGE>
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.

The Advisor believes that a growing number of consumer products, including,
but not limited to, home appliances, automobiles, and clothing, purchased by
Americans are manufactured abroad. The Advisor believes that investing
globally in the companies that produce products for U.S. consumers can help
U.S. investors seek protection of the value of their assets against the
potentially increasing costs of foreign manufactured goods. Of course, there
can be no assurance that there will be any correlation between global
investing and the costs of such foreign goods unless there is a corresponding
change in value of the U.S. dollar to foreign currencies. From time to time,
the Investment Company may refer to or advertise the names of such companies
although there can be no assurance that the Fund may own the securities of
these companies.

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.

38
<PAGE>
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.

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

39
<PAGE>
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.

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:

40
<PAGE>
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.

41
<PAGE>

FREMONT INVESTMENT ADVISORS

INNOVATIVE INVESTMENT
MANAGEMENT AND
ADVISORY SERVICES

A subsidiary of Fremont Investors, Inc.

42
<PAGE>
THE FREMONT GROUP

THE FREMONT GROUP MANAGES OVER $X 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 xxx professionals in offices throughout the United States and
manages over $X 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 $x.x billion in global investment
portfolios.

43
<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 NINE 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 nine 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.

44
<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:

Nicholas Applegate Capital Management (Hong Kong) LLC

Bond Investments
--Pacific Investment Management Company
(PIMCO)

-- U.S. Micro-Cap and Small Cap Investment
Kern Capital Management LLC
(KCM)

FOR MORE INFORMATION ABOUT FREMONT OR THE FREMONT FUNDS,
PLEASE CALL 800-548-4539 (PRESS 1).

46
<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."

Appendix-1

47
<PAGE>
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."

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."

Appendix-2

48
<PAGE>
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."

Appendix-3

49
<PAGE>
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."

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."

Appendix-4

50
<PAGE>
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."

Appendix-5

51
<PAGE>
FREMONT MUTUAL FUNDS, INC.

PART C

ITEM 23. EXHIBITS

(a) (1) Articles of Incorporation -- on file (File No. 811-5632)

(2) Articles of Amendment -- on file (File No. 811-5632)

(3) Articles of Amendment changing name -- on file (File No.
811-5632)

(4) Articles Supplementary relating to shares of International
Growth Fund -- on file (File No 811-5632 under
Post-Effective Amendment No. 16 filed December 29, 1993)

(5) Articles Supplementary for Income Fund, changing name to
Bond Fund -- on file (File No. 811-5632 under Post-Effective
Amendment No. 17 filed March 1, 1994)

(6) Articles Supplementary relating to shares of the
International Small-Cap Fund -- on file (File No. 811-5632
under Post-Effective Amendment No. 18 filed April 22, 1994)

(7) Articles Supplementary relating to shares of the U.S.
Micro-Cap Fund -- on file (File No. 811-5632 under
Post-Effective Amendment No. 18 filed April 22, 1994)

(8) Articles Supplementary relating to shares of the Emerging
Markets Fund -- on file (File No. 811-5632 under
Post-Effective Amendment No. 22 filed April 10, 1996)

(9) Articles Supplementary relating to shares of the
Institutional U.S. Micro Cap Fund -- on file (File No.
811-5632 Under Post-Effective Amendment No. 31 file March 2,
1998)

(10) Articles Supplementary relating to shares of the U.S. Small
Cap Fund -- on file (File No. 811-5632 Under Post-Effective
Amendment No. 31 file March 2, 1998)

(11) Articles Supplementary relating to shares of the Real Estate
Securities Funds -- on file (File No. 811-5632 Under
Post-Effective Amendment No. 31 file March 2, 1998)

(l2) Articles Supplementary relating to shares of the Select Fund
-- on file (File No. 811-5632 Under Post-Effective Amendment
No. 31 file March 2, 1998)
<PAGE>
(b) Bylaws -- on file (File No. 811-5632 under Post- Effective
Amendment No. 21 filed January 20, 1996)

(d) (1) Amended and Restated Investment Advisory and Administrative
Services Agreement relating to Money Market Fund, Global
Fund, California Intermediate Tax-Free Fund, Bond Fund,
Growth Fund and Emerging Markets Fund on file (File No.
811-5632)

(2) Investment Advisory and Administrative Services Agreement
relating to International Growth Fund - on file (File No.
811-5632 under Post-Effective Amendment No. 17 filed March
1, 1994)

(3) Investment Advisory and Administrative Services Agreement
relating to International Small-Cap Fund and U.S. Micro-Cap
Fund -- on file (File No. 811-5632 under Post-Effective
Amendment No. 19 filed August 1, 1994)

(4) Portfolio Management Agreement with Pacific Investment
Management Co. and Fremont Investment Advisors, Inc. for
Bond (formerly Income) Fund -- on file (File No. 811-5632
under Post-Effective Amendment No. 17 filed March 1, 1994)

(5) Portfolio Management Agreement with Acadian Asset
Management, Inc. and Fremont Investment Advisors, Inc. for
International Small Cap Fund -- on file (File No. 811-5632
under Post-Effective Amendment No. 18 filed April 22, 1994)

(6) Form of Portfolio Management Agreement with Credit Lyonnais
International Asset Management (HK) Limited for Emerging
Markets Fund -- on file (File No. 811-5632 under
Post-Effective Amendment No. 22 filed April 10, 1996)

(7) Investment Advisory and Administrative Services Agreement
relating to Institutional U.S. Micro Cap Fund -- on file
(File No. 811-5632 Under Post-Effective Amendment No. 31
file March 2, 1998)

(8) Investment Advisory and Administrative Services Agreement
relating to U.S. Small Cap Fund -- on file (File No.
811-5632 Under Post-Effective Amendment No. 31 file March 2,
1998)

(9) Investment Advisory and Administrative Services Agreement
relating to Real Estate Securities Fund -- on file (File No.
811-5632 Under Post-Effective Amendment No. 31 file March 2,
1998)

(10) Investment Advisory and Administrative Services Agreement
relating to Select Fund -- on file (File No. 811-5632 Under
Post-Effective Amendment No. 31 file March 2, 1998)
<PAGE>
(11) Portfolio Management Agreement with Kern Capital Management
LLC and Fremont Investment Advisors, Inc. for U.S. Micro-Cap
Fund -- on file (File No. 811-5632 under Post-Effective
Amendment No. 31 file March 2, 1998)

(12) Portfolio Management Agreement with Kern Capital Management
LLC and Fremont Investment Advisors, Inc. for Institutional
U.S. Micro-Cap Fund -- on file (File No. 811-5632Under
Post-Effective Amendment No. 31 file March 2, 1998)

(13) Portfolio Management Agreement with Kern Capital Management
LLC and Fremont Investment Advisors, Inc. for U.S. Small-Cap
Fund -- on file (File No. 811-5632 Under Post-Effective
Amendment No. 31 file March 2, 1998

(14) Portfolio Management Agreement with Kensington Investment
Group and Fremont Investment Advisors, Inc. for Real Estate
Securities Fund -- on file (File No. 811-5632 Under
Post-Effective Amendment No. 31 file March 2, 1998)

(15) Portfolio Management Agreement with Bee & Associates, Inc.
and Fremont Investment Advisors, Inc. for International
Small Cap Fund B -- on file (File No. 811-5632 Under
Post-Effective Amendment No. 32 file April 15, 1998)

(16) Portfolio Management Agreement with Capital Guardian Trust
Company and Fremont Investment Advisors, Inc. for
International Growth Fund B -- on file (File No. 811-5632
Under Post-Effective Amendment No. 32 file April 15, 1998)

(17) Portfolio Management Agreement with Rayner Associates, inc.
and Fremont Investment Advisors, Inc. for California
Intermediate Tax-Free Fund - filed herewith.

(e) Distribution Agreement with First Fund Distributors, Inc.--
on file (File No. 811-5632 under Post-Effective Amendment
No. 28 filed October 17, 1997)

(f) Bonus Profit Sharing Contracts - Not applicable

(g) (1) Custodian Agreement with The Northern Trust Company -- on
file (File No. 811-5632 under Post-Effective Amendment No.
21 filed January 20, 1996)

(2) Custody Agreement with Investors Fiduciary Trust Company -
filed herewith.

(h) (1) Transfer, Dividend Disbursing, Shareholder Service and Plan
Agency Agreement with Fremont Investment Advisors, Inc. --
on file (File No. 811-5632 under Post-Effective Amendment
No. 23 filed February 28, 1997)
<PAGE>
(2) Sub-Transfer Agency Agreement with Countrywide Fund
Services, Inc. -- on file (File No. 811-5632 under
Post-Effective Amendment No. 23 filed February 28, 1997)

(3) Administration Agreement with Investment Company
Administration Corporation (File No. 811-5632 under
Post-Effective Amendment No. 28 filed October 17, 1997)

(4) License Agreement relating to the Mark "Fremont" with
Fremont Investment Advisors, Inc. -- on file (File No.
811-5632)

(5) Investment Accounting Agreement between Investors Fiduciary
Trust Company and Fremont Mutual Funds, Inc. -- on file
(File No. 811-5632 under Post-Effective Amendment No. 17
filed March 1, 1994)

(6) Sub-Transfer Agency Agreement with National Financial Data
Services, Inc. B -- on file (File No. 811-5632 Under
Post-Effective Amendment No. 31 file March 2, 1998)

(i) Opinion of Counsel

(1) Opinion and Consent of Counsel -- on file (File No.
811-5632)

(2) Institutional U.S. Micro-Cap Fund B -- on file (File No.
811-5632 Under Post-Effective Amendment No. 31 file March 2,
1998)

(3) U.S. Small Cap Fund -- on file (File No. 811-5632 Under
Post-Effective Amendment No. 31 file March 2, 1998)

(4) Real Estate Securities Fund -- on file (File No. 811-5632
Under Post-Effective Amendment No. 31 file March 2, 1998)

(5) Select Fund -- on file (File No. 811-5632 Under
Post-Effective Amendment No. 31 file March 2, 1998)

(j) Other Opinions: Not Applicable.

(k) Omitted Financial Statements - Not Applicable.

(l) Initial Capital Agreements

(1) Subscription Agreement with initial shareholders -- on file
(File No. 811-5632 under Post-Effective Amendment filed May
11, 1992)

(2) Subscription Agreement with initial shareholders of
International Growth Fund - on file (File No. 811-5632 under
Post-Effective Amendment No. 16 filed December 29, 1993)
<PAGE>
(3) Subscription Agreement with initial shareholders of
International Small-Cap Fund -- on file (File No. 811-5632
under Post-Effective Amendment No. 18 filed April 22, 1994)

(4) Subscription Agreement with initial shareholders of U.S.
Micro-Cap Fund -- on file (File No. 811-5632 under
Post-Effective Amendment No. 18 filed April 22, 1994)

(m) Form of Plan of Distribution Pursuant to Rule 12b-1 -- on
file (File No. 811-5632 under Post-Effective Amendment No.
31 file March 2, 1998)

(n) Financial Data Schedule. Financial Data Schedules are
incorporated by reference to Form NSAR-B filed on December
30, 1997.

(o) 18f-3 Plan - Not Applicable.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT

Stephen D. Bechtel, Jr. and members of his family, including trusts
for family members, would be considered controlling persons under
applicable Securities and Exchange Commission regulations, on account
of their shareholdings in the Funds.

ITEM 25. INDEMNIFICATION

Article VII(g) of the Articles of Incorporation, filed as Exhibit (1),
Item 24(b), provides for indemnification of certain persons acting on
behalf of the Funds.

The Funds and the Advisor are jointly insured under an errors and
omissions policy issued by American International Specialty Lines
Insurance Company.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons by the Registrant's charter and bylaws, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in said Act, and is, therefore,
unenforceable. In particular, the Articles of the Company provide
certain limitations on liability of officers and directors. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Series of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issues.
<PAGE>
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR

The information required by this item is contained in the Form Adv of
the following entities and is incorporated herein by reference:

NAME OF INVESTMENT ADVISOR FILE NO.
-------------------------- --------
Kern Capital Management LLC 801-44964
Pacific Investment Management Company 801-48187
Nicholas-Applegate Capital Mgmt. (HK) LLC 801-54681
Kensington Investment Group 801-44964
Capital Guardian Trust
Bee & Associates

ITEM 27. PRINCIPAL UNDERWRITER.

(a) First Fund Distributors, Inc. is the principal underwriter for
the following investment companies or series thereof:

Advisors Series Trust
- Allegiance Fund
- Avatar Advantage Balanced Fund
- Avatar Advantage Equity Allocation
- Avatar Advantage Int'l Equity Fund
- Chase Growth Fund
- Edgar Lomax Value Fund
- Information Tech 100 Fund
- Kaminski Poland Fund
- Liberty Freedom Fund - Class A
- Liberty Freedom Fund - Class I
- The Al Frank Fund
- Van Deventer & Hoch Amer. Val. Fund
Brandes Investment Funds
Guinness Flight Investment Funds
Fleming Capital Mutual Fund Group, Inc.
Fremont Mutual Funds, Inc.
Kayne Anderson Mutual Funds
Jurika & Voyles Fund Group
Masters Select Investment Trust
O'Shaughnessy Funds, Inc.
PIC Investment Trust
Professionally Managed Portfolios
- Academy Value Fund
- Avondale Hester Total Return Fund
- Boston Balanced Fund
- Harris, Bretall, Sullivan & Smith Funds
- Leonetti Balanced Fund
- Lighthouse Contrarian Fund
- Osterweis Fund
- Perkins Discovery Fund
- Perkins Opportunity Fund
- PGP Korea Growth Fund
- PGP Asia Growth Fund
- ProConscience Womens Equity Fund
- Pzena Focused Value Fund
- RCB Funds
- Titan Financial Services Fund
- Trent Equity Fund
- U.S. Global Leaders Growth Fund
The Purisima Funds
Rainier Investment Management Mutual Funds
RNC Mutual Fund Group, Inc.

<PAGE>
(b) The following information is furnished with respect to the
officers of First Fund Distributors, Inc.:

Name and Principal Position and Offices with First Positions and Offices
Business Address* Fund Distributors, Inc. With Registrant
- ----------------- ----------------------- ---------------
Robert H. Wadsworth President and Treasurer Assistant Secretary

Steven J. Paggioli Vice President and Secretary None

Eric M. Banhazl Vice President Assistant Treasurer

* The principal business address of persons and entities listed
is 4455 E. Camelback Road, Suite 261E, Phoenix, AZ 85018.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

Accounts, books, and other records required by Rules 31a-1 and 31a-2
under the Investment Company Act of 1940, as amended, are maintained
and held in the offices of the Registrant and its investment manager,
Fremont Investment Advisors, Inc., 333 Market Street, 26th Floor, San
Francisco, California 94105. Other books and records will be
maintained by the sub-advisers to the Funds.

Records covering stockholder accounts and portfolio transactions are
also maintained and kept by the Funds' Sub-Transfer Agent, National
Financial Data Services, Inc., and by the Custodian, The Northern
Trust Company.

ITEM 29. MANAGEMENT SERVICES

There are no management -related services contracts not discussed in
Parts A and B.

ITEM 30. UNDERTAKINGS

(a) Inapplicable

(b) The information required by part 5A of the Form N-1A is or will
be contained in the latest annual report to shareholders, and
Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report
to shareholders, upon request and without charge.

(c) The Registrant undertakes that within five business days after
receipt of a written application by shareholders holding in the
aggregate at least 1% of the shares then outstanding or shares
<PAGE>
then having a net asset value of $25,000, which is less, each of
whom shall have been a shareholder for at least six months prior
to the date of application (hereinafter the "Petitioning
Shareholders"), requesting to communicate with other shareholders
with a view to obtaining signatures to a request for a meeting
for the purpose of voting upon removal of any Director of the
Registrant, which application shall be accompanied by a form of
communication and request which such Petitioning Shareholders
wish to transmit, Registrant will: (i) provide such Petitioning
Shareholders with access to a list of the names and addresses of
all shareholders of the Registrant; or (ii) inform such
Petitioning Shareholders of the approximate number of
shareholders and the estimated costs of mailing such
communication, and to undertake such mailing promptly after
tender by such Petitioning Shareholders to the Registrant of the
material to be mailed and the reasonable expenses of such
mailing.
<PAGE>
SIGNATURE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of San Francisco, and the State of
California, on the 14th day of December, 1998.

FREMONT MUTUAL FUNDS, INC.

By: /s/ DAVID L. REDO
----------------------------
DAVID L. REDO
Chairman

Pursuant to the requirements of the Securities Act of 1933 this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities listed, and each on December 14, 1998.

PRINCIPAL EXECUTIVE OFFICER:

/s/ DAVID L. REDO Chairman and Chief
- ---------------------------- Executive Officer
DAVID L. REDO

PRINCIPAL ACCOUNTING OFFICER:

/s/ JACK GEE Vice President and Controller
- ----------------------------
Jack Gee

<PAGE>

DIRECTORS:

/s/ RICHARD E. HOLMES* Director
- ----------------------------
Richard E. Holmes

/s/ DONALD C. LUCHESSA* Director
- ----------------------------
Donald C. Luchessa

/s/ DAVID L. EGAN* Director
- ----------------------------
David L. Egan

/s/ PETER F. LANDINI Director
- ----------------------------
Peter F. Landini

/s/ DAVID L. REDO Director
- ----------------------------
David L. Redo

/s/ MICHAEL H. KOSICH Director
- ----------------------------
Michael H. Kosich

*BY: /s/ ROBERT M. SLOTKY
-------------------------
Robert M. Slotky
Pursuant to Power of Attorney -- on file
(File No. 811-5632 under Post-Effective
Amendment No. 31 file March 2, 1998)

CUSTODY AGREEMENT

THIS AGREEMENT is made effective the ___ day of __________, 1998, by
and between INVESTORS FIDUCIARY TRUST COMPANY, a trust company chartered under
the laws of the state of Missouri, having its trust office located at 801
Pennsylvania Ave, Kansas City, Missouri 64105 ("IFTC"), and FREMONT MUTUAL
FUNDS, INC., a Maryland corporation, having its principal office and place of
business at 333 Market Street, Suite 2600, San Francisco, California 94105
("Fund").

WITNESSETH:

WHEREAS, Fund desires to appoint IFTC as custodian of the assets of the
Fund's investment portfolio or portfolios (each a "Portfolio", and collectively
the "Portfolios"); and

WHEREAS, IFTC is willing to accept such appointment on the terms and
conditions hereinafter set forth;

NOW THEREFORE, for and in consideration of the mutual promises
contained herein, the parties hereto, intending to be legally bound, mutually
covenant and agree as follows:

1. APPOINTMENT OF CUSTODIAN AND AGENT. Fund hereby constitutes and
appoints IFTC as custodian of the investment securities, interests in
loans and other non-cash investment property, and monies at any time
owned by each of the Portfolios and delivered to IFTC as custodian
hereunder ("Assets").

2. REPRESENTATIONS AND WARRANTIES.

A. Fund hereby represents, warrants and acknowledges to IFTC:

1. That it is a corporation duly organized and existing
and in good standing under the laws of its state of
organization, and that it is registered under the
1940 Act; and

2. That it has the requisite power and authority under
applicable law, its articles of incorporation and its
bylaws to enter into this Agreement; that it has
taken all requisite action necessary to appoint IFTC
as custodian for the Portfolios; that this Agreement
has been duly executed and delivered by Fund; and
that this Agreement constitutes a legal, valid and
binding obligation of Fund, enforceable in accordance
with its terms.

B. IFTC hereby represents, warrants and acknowledges to Fund:

1. That it is a trust company duly organized and
existing and in good standing under the
laws of the State of Missouri; and
<PAGE>
2. That it has the requisite power and authority under
applicable law, its charter and its bylaws to enter
into and perform this Agreement; that this Agreement
has been duly executed and delivered by IFTC; and
that this Agreement constitutes a legal, valid and
binding obligation of IFTC, enforceable in accordance
with its terms.

3. DUTIES AND RESPONSIBILITIES OF THE PARTIES.

A. DELIVERY OF ASSETS. Except as permitted by the 1940 Act, Fund
will deliver or cause to be delivered to IFTC on the effective
date hereof, or as soon thereafter as practicable, and from
time to time thereafter, all Assets acquired by, owned by or
from time to time coming into the possession of each of the
Portfolios during the term hereof. IFTC has no responsibility
or liability whatsoever for or on account of assets not so
delivered.

B. DELIVERY OF ACCOUNTS AND RECORDS. Fund will turn over or cause
to be turned over to IFTC all of each Portfolio's relevant
accounts and records needed by IFTC to fully and properly
perform its duties and responsibilities hereunder. IFTC may
rely conclusively on the completeness and correctness of such
accounts and records.

C. DELIVERY OF ASSETS TO THIRD PARTIES. IFTC will receive
delivery of and keep safely the Assets of each Portfolio
segregated in a separate account. IFTC will not deliver,
assign, pledge or hypothecate any such Assets to any person
except as permitted by the provisions hereof or any agreement
executed according to the terms of Section 3.P hereof. Upon
delivery of any such Assets to a subcustodian appointed
pursuant hereto (hereinafter referred to as "Subcustodian"),
IFTC will create and maintain records identifying such Assets
as belonging to the applicable Portfolio. IFTC is responsible
for the safekeeping of the Assets only until they have been
transmitted to and received by other persons as permitted
under the terms hereof, except for Assets transmitted to
Subcustodians, for which IFTC remains responsible to the
extent provided herein. IFTC may participate directly or
indirectly through a subcustodian in the Depository Trust
Company (DTC), Treasury/Federal Reserve Book Entry System (Fed
System), Participant Trust Company (PTC) or other depository
approved by Fund (as such entities are defined at 17 CFR
Section 270.17f-4(b)) (each a "Depository" and collectively
the "Depositories"). IFTC will be responsible to Fund for any
loss, damage or expense suffered or incurred by Fund resulting
from the actions or omissions of any Depository only to the
same extent such Depository is responsible to IFTC.

D. REGISTRATION. IFTC will at all times hold registered Assets in
the name of IFTC as custodian, the applicable Portfolio, or a
nominee of either of them, unless specifically directed by
Instructions, as hereinafter defined, to hold such registered
Assets in so-called "street name;" provided that, in any
event, IFTC will hold all such Assets in an account of IFTC as
custodian containing only Assets of the applicable Portfolio,
or only assets held by IFTC as a fiduciary or custodian for
customers; and provided further, that IFTC's records at all
times will indicate the Portfolio or other customer for which
such Assets are held and the respective interests therein. If,
however, Fund

2
<PAGE>
directs IFTC to maintain Assets in "street name",
notwithstanding anything contained herein to the contrary,
IFTC will be obligated only to utilize its best efforts to
timely collect income due the Portfolio on such Assets and to
notify the Portfolio of relevant information, such as
maturities and pendency of calls, and corporate actions
including, without limitation, calls for redemption, tender or
exchange offers, declaration, record and payment dates and
amounts of any dividends or income, reorganization,
recapitalization, merger, consolidation, split-up of shares,
change of par value, or conversion ("Corporate Actions"). All
Assets and the ownership thereof by Portfolio will at all
times be identifiable on the records of IFTC. Fund agrees to
hold IFTC and its nominee harmless for any liability as a
shareholder of record of securities held in custody.

E. EXCHANGE. Upon receipt of Instructions, IFTC will exchange, or
cause to be exchanged, Assets held for the account of a
Portfolio for other Assets issued or paid in connection with
any Corporate Action or otherwise, and will deposit any such
Assets in accordance with the terms of any such Corporate
Action. Without Instructions, IFTC is authorized to exchange
Assets in temporary form for Assets in definitive form, to
effect an exchange of shares when the par value of stock is
changed, and, upon receiving payment therefor, to surrender
bonds or other Assets at maturity or when advised of earlier
call for redemption, except that IFTC will receive Instruction
prior to surrendering any convertible security.

F. PURCHASES OF INVESTMENTS -- OTHER THAN OPTIONS AND FUTURES. On
each business day on which a Portfolio makes a purchase of
Assets other than options and futures, Fund will deliver to
IFTC Instructions specifying with respect to each such
purchase:

1. If applicable, the name of the Portfolio making such
purchase;
2. The name of the issuer and description of the Asset;
3. The number of shares and the principal amount purchased,
and accrued interest, if any;
4. The trade date;
5. The settlement date;
6. The purchase price per unit and the brokerage commission,
taxes and other expenses payable in connection with the
purchase;
7. The total amount payable upon such purchase;
8. The name of the person from whom or the broker or dealer
through whom the purchase was made; and
9. Whether the Asset is to be received in certificated form or
via a specified Depository.

3
<PAGE>
In accordance with such Instructions, IFTC will pay for out of
monies held for the purchasing Portfolio, but only insofar as
such monies are available for such purpose, and receive the
Assets so purchased by or for the account of such Portfolio,
except that IFTC, or a Subcustodian, may in its sole
discretion advance funds to such Portfolio which may result in
an overdraft because the monies held on behalf of such
Portfolio are insufficient to pay the total amount payable
upon such purchase. Except as otherwise instructed by Fund,
IFTC will make such payment only upon receipt of Assets: (a)
by IFTC; (b) by a clearing corporation of a national exchange
of which IFTC is a member; or (c) by a Depository.
Notwithstanding the foregoing, (i) IFTC may release funds to a
Depository prior to the receipt of advice from the Depository
that the Assets underlying a repurchase agreement have been
transferred by book-entry into the account maintained with
such Depository by IFTC on behalf of its customers; provided
that IFTC's instructions to the Depository require that the
Depository make payment of such funds only upon transfer by
book-entry of the Assets underlying the repurchase agreement
in such account; (ii) IFTC may make payment for time deposits,
call account deposits, currency deposits and other deposits,
foreign exchange transactions, futures contracts or options,
before receipt of an advice or confirmation evidencing said
deposit or entry into such transaction; and (iii) IFTC may
make, or cause a Subcustodian to make, payment for the
purchase of Assets the settlement of which occurs outside of
the United States of America in accordance with generally
accepted local custom and market practice.

G. SALES AND DELIVERIES OF INVESTMENTS -- OTHER THAN OPTIONS AND
FUTURES. On each business day on which a Portfolio makes a
sale of Assets other than options and futures, Fund will
deliver to IFTC Instructions specifying with respect to each
such sale:

1. If applicable, the name of the Portfolio making such sale;
2. The name of the issuer and description of the Asset;
3. The number of shares and principal amount sold, and accrued
interest, if any;
4. The date on which the Assets sold were purchased or other
information identifying the Assets sold and to be
delivered;
5. The trade date; 6. The settlement date;
7. The sale price per unit and the brokerage commission, taxes
or other expenses payable in connection with such sale;
8. The total amount to be received by the Portfolio upon such
sale; and
9. The name and address of the broker or dealer through whom
or person to whom the sale was made.

IFTC will deliver or cause to be delivered the Assets thus
designated as sold for the account of the selling Portfolio as
specified in the Instructions. Except as otherwise instructed
by Fund, IFTC will make such delivery upon receipt of: (a)
payment therefor in such form as is satisfactory to IFTC; (b)
credit to the account of IFTC with a clearing corporation of a
national securities exchange of which IFTC is a member; or (c)
credit to the account maintained by IFTC on behalf of its
customers with a Depository. Notwithstanding the foregoing:
(i) IFTC will deliver Assets held in

4
<PAGE>
physical form in accordance with "street delivery custom" to a
broker or its clearing agent; or (ii) IFTC may make, or cause
a Subcustodian to make, delivery of Assets the settlement of
which occurs outside of the United States of America upon
payment therefor in accordance with generally accepted local
custom and market practice.

H. PURCHASES OR SALES OF OPTIONS AND FUTURES. On each business
day on which a Portfolio makes a purchase or sale of the
options and/or futures listed below, Fund will deliver to IFTC
Instructions specifying with respect to each such purchase or
sale:

1. If applicable, the name of the Portfolio making such
purchase or sale;

2. In the case of security options:

a. The underlying security;
b. The price at which purchased or sold;
c. The expiration date;
d. The number of contracts;
e. The exercise price;
f. Whether the transaction is an opening, exercising,
expiring or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased;
i. Market on which option traded; and
j. Name and address of the broker or dealer through
whom the sale or purchase was made.

3. In the case of options on indices:

a. The index;
b. The price at which purchased or sold;
c. The exercise price;
d. The premium;
e. The multiple;
f. The expiration date;
g. Whether the transaction is an opening, exercising,
expiring or closing transaction;
h. Whether the transaction involves a put or call;
i. Whether the option is written or purchased; and
j. The name and address of the broker or dealer
through whom the sale or purchase was made, or
other applicable settlement instructions.

4. In the case of security index futures contracts:

a. The last trading date specified in the contract
and, when available, the closing level, thereof;
b. The index level on the date the contract is
entered into;
c. The multiple;
d. Any margin requirements;

5
<PAGE>
e. The need for a segregated margin account (in
addition to Instructions, and if not already in
the possession of IFTC, Fund will deliver a
substantially complete and executed custodial
safekeeping account and procedural agreement,
incorporated herein by this reference); and
f. The name and address of the futures commission
merchant through whom the sale or purchase was
made, or other applicable settlement instructions.

5. In the case of options on index future contracts:

a. The underlying index future contract;
b. The premium;
c. The expiration date;
d. The number of options;
e. The exercise price;
f. Whether the transaction involves an opening,
exercising, expiring or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased; and
i. The market on which the option is traded.

I. ASSETS PLEDGED OR LOANED. If specifically allowed for in the
prospectus of a Portfolio, and subject to such additional
terms and conditions as IFTC may require:

1. Upon receipt of Instructions, IFTC will release or
cause to be released Assets to the designated pledgee
by way of pledge or hypothecation to secure any loan
incurred by a Portfolio; provided, however, that IFTC
will release Assets only upon payment to IFTC of the
monies borrowed, except that in cases where
additional collateral is required to secure a
borrowing already made, further Assets may be
released or caused to be released for that purpose.
Upon receipt of Instructions, IFTC will pay, but only
from funds available for such purpose, any such loan
upon redelivery to it of the Assets pledged or
hypothecated therefor and upon surrender of the note
or notes evidencing such loan.

2. Upon receipt of Instructions, IFTC will release
Assets to the designated borrower; provided, however,
that the Assets will be released only upon deposit
with IFTC of full cash collateral as specified in
such Instructions, and that the lending Portfolio
will retain the right to any dividends, interest or
distribution on such loaned Assets. Upon receipt of
Instructions and the loaned Assets, IFTC will release
the cash collateral to the borrower.

J. ROUTINE MATTERS. IFTC will, in general, attend to all routine
and mechanical matters in connection with the sale, exchange,
substitution, purchase, transfer, or other dealings with the
Assets except as may be otherwise provided herein or upon
Instruction from Fund.

6
<PAGE>
K. DEPOSIT ACCOUNTS. IFTC will open and maintain one or more
special purpose deposit accounts for each Portfolio in the
name of IFTC in such banks or trust companies (including,
without limitation, affiliates of IFTC) as may be designated
by it or Fund in writing ("Accounts"), subject only to draft
or order by IFTC upon receipt of Instructions. IFTC will
deposit all monies received by IFTC from or for the account of
a Portfolio in an Account maintained for such Portfolio.
Subject to Section 5.J hereof, IFTC agrees:

1. To make Fed Funds available to the applicable
Portfolio at 9:00 a.m., Kansas City time, on the
second business day after deposit of any check into
an Account, in the amount of the check;

2. To make funds available immediately upon a deposit
made by Federal Reserve wire; and

3. To make funds available on the next business day
after deposit of ACH wires.

L. INCOME AND OTHER PAYMENTS. IFTC will:

1. Collect, claim and receive and deposit for the
account of the applicable Portfolio all income
(including income from the Accounts) and other
payments which become due and payable on or after the
effective date hereof with respect to the Assets, and
credit the account of such Portfolio in accordance
with the schedule attached hereto as Exhibit A. If,
for any reason, a Portfolio is credited with income
that is not subsequently collected, IFTC may reverse
that credited amount. If monies are collected after
such reversal, IFTC will credit the Portfolio in that
amount;

2. Execute ownership and other certificates and
affidavits for all federal, state and local tax
purposes in connection with the collection of bond
and note coupons; and

3. Take such other action as may be necessary or proper
in connection with (a) the collection, receipt and
deposit of such income and other payments, including
but not limited to the presentation for payment of
all coupons and other income items requiring
presentation; and all other Assets which may mature
or be called, redeemed, retired or otherwise become
payable and regarding which IFTC has actual
knowledge, or should reasonably be expected to have
knowledge; and (b) the endorsement for collection, in
the name of Fund or a Portfolio, of all checks,
drafts or other negotiable instruments.

IFTC, however, will not be required to institute suit or take
other extraordinary action to enforce collection except upon
receipt of Instructions and upon being indemnified to its
satisfaction against the costs and expenses of such suit or
other actions. IFTC will receive, claim and collect all stock
dividends, rights and other similar items and will deal with
the same pursuant to Instructions.

7
<PAGE>
M. PROXIES AND NOTICES. IFTC will promptly deliver or mail (or
have delivered or mailed) to Fund all proxies properly signed,
all notices of meetings, all proxy statements and other
notices, requests or announcements affecting or relating to
Assets and will, upon receipt of Instructions, execute and
deliver or mail (or cause its nominee to execute and deliver
or mail) such proxies or other authorizations as may be
required. Except as provided herein or pursuant to
Instructions hereafter received by IFTC, neither it nor its
nominee will exercise any power inherent in any such Assets,
including any power to vote the same, or execute any proxy,
power of attorney, or other similar instrument voting any of
such Assets, or give any consent, approval or waiver with
respect thereto, or take any other similar action.

N. DISBURSEMENTS. IFTC will pay or cause to be paid, insofar as
funds are available for the purpose, bills, statements and
other obligations of each Portfolio (including but not limited
to obligations in connection with the conversion, exchange or
surrender of Assets, interest charges, dividend disbursements,
taxes, management fees, custodian fees, legal fees, auditors'
fees, transfer agents' fees, brokerage commissions,
compensation to personnel, and other operating expenses of
such Portfolio) pursuant to Instructions setting forth the
name of the person to whom payment is to be made, and the
amount and purpose of the payment.

O. DAILY STATEMENT OF ACCOUNTS. IFTC will, within a reasonable
time, render to Fund a detailed statement of the amounts
received or paid and of Assets received or delivered for the
account of each Portfolio during each business day. IFTC will
maintain such books and records as are necessary to enable it
to render, from time to time upon request by Fund, a detailed
statement of the Assets. IFTC will permit, and upon
Instruction will cause any Subcustodian to permit, such
persons as are authorized by Fund, including Fund's
independent public accountants, reasonable access to such
records or will provide reasonable confirmation of the
contents of such records, and if demanded, IFTC will permit,
and will cause any Subcustodian to permit, federal and state
regulatory agencies to examine the Assets, books and records
of the Portfolios.

P. APPOINTMENT OF SUBCUSTODIANS. Notwithstanding any other
provisions hereof:

1. All or any of the Assets may be held in IFTC's own
custody or in the custody of one or more other banks
or trust companies (including, without limitation,
affiliates of IFTC) acting as Subcustodians as may be
selected by IFTC. Any such Subcustodian selected by
IFTC must have the qualifications required for a
custodian under the 1940 Act. IFTC will be
responsible to the applicable Portfolio for any loss,
damage or expense suffered or incurred by such
Portfolio resulting from the actions or omissions of
any Subcustodians selected and appointed by IFTC
(except Subcustodians appointed at the request of
Fund and as provided in Subsection 2 below) to the
same extent IFTC would be responsible to Fund
hereunder if it committed the act or omission itself.

8
<PAGE>
2. Upon request of Fund, IFTC will contract with other
Subcustodians reasonably acceptable to IFTC for
purposes of (a) effecting third-party repurchase
transactions with banks, brokers, dealers, or other
entities through the use of a common custodian or
subcustodian, or (b) providing depository and
clearing agency services with respect to certain
variable rate demand note securities, or (c) for
other reasonable purposes specified by Fund;
provided, however, that IFTC will be responsible to
Fund for any loss, damage or expense suffered or
incurred by Fund resulting from the actions or
omissions of any such Subcustodian only to the same
extent such Subcustodian is responsible to IFTC. Fund
may review IFTC's contracts with such Subcustodians.

Q. FOREIGN CUSTODY MANAGER.

1. DELEGATION TO IFTC AS FCM.The Fund, pursuant to
resolution adopted by its Board of Trustees or
Directors (the "Board"), hereby delegates to IFTC,
subject to Section (b) of Rule 17f-5, the
responsibilities set forth in this Section Q with
respect to Foreign Assets held outside the United
States, and IFTC hereby accepts such delegation, as
Foreign Custody Manager ("FCM") of each Portfolio. It
is understood and agreed that IFTC will sub-contract
the performance of its responsibilities hereunder
with State Street Bank & Trust Company. IFTC will be
responsible to the applicable Portfolio for any loss,
damage or expense suffered or incurred by such
Portfolio resulting from the actions or omissions of
State Street Bank & Trust Company to the same extent
IFTC would be responsible to Fund hereunder if it
committed the act or omission itself. References
herein to "FCM" shall include IFTC and State Street
Bank & Trust Company.

2. DEFINITIONS. Capitalized terms in this Section Q have
the following meanings:

"Country Risk" means all factors reasonably related
to the systemic risk of holding Foreign Assets in a
particular country including, but not limited to,
such country's political environment; economic and
financial infrastructure (including financial
institutions such as any Mandatory Securities
Depositories operating in the country); prevailing or
developing custody and settlement practices; and laws
and regulations applicable to the safekeeping and
recovery of Foreign Assets held in custody in that
country.

"Eligible Foreign Custodian" has the meaning set
forth in section (a)(1) of Rule 17f-5, except that
the term does not include Mandatory Securities
Depositories.

"Foreign Assets" means any of the Portfolios'
investments (including foreign currencies) for which
the primary market is outside the United States and
such cash and cash equivalents in amounts deemed by
Fund to be reasonably necessary to effect the
Portfolios' transactions in such investments.

9
<PAGE>
"Foreign Custody Manager" or "FCM" has the meaning
set forth in section (a)(2) of Rule 17f-5.

"Mandatory Securities Depository" means a foreign
securities depository or clearing agency that, either
as a legal or practical matter, must be used if the
Fund determines to place Foreign Assets in a country
outside the United States (I) because required by law
or regulation; (ii) because securities cannot be
withdrawn from such foreign securities depository or
clearing agency; or (iii) because maintaining or
effecting trades in securities outside the foreign
securities depository or clearing agency is not
consistent with prevailing or developing custodial or
market practices.

3. COUNTRIES COVERED. The FCM is responsible for
performing the delegated responsibilities defined
below only with respect to the countries and custody
arrangements for each such country listed on Exhibit
C hereto , which may be amended from time to time by
the FCM. The FCM will list on Exhibit C the Eligible
Foreign Custodians selected by the FCM to maintain
the assets of each Portfolio. Mandatory Securities
Depositories are listed on Exhibit D hereto, which
Exhibit D may be amended from time to time by the
FCM. The FCM will provide amended versions of
Exhibits C and D in accordance with subsection 7 of
this Section Q.

Upon the receipt by the FCM of Instructions to open
an account, or to place or maintain Foreign Assets,
in a country listed on Exhibit C, and the fulfillment
by the Fund of the applicable account opening
requirements for such country, the FCM is deemed to
have been delegated by the Board responsibility as
FCM with respect to that country and to have accepted
such delegation. Following the receipt of
Instructions directing the FCM to close the account
of a Portfolio with the Eligible Foreign Custodian
selected by the FCM in a designated country, the
delegation by the Board to IFTC as FCM for that
country is deemed to have been withdrawn and IFTC
will immediately cease to be the FCM of the Portfolio
with respect to that country.

The FCM may withdraw its acceptance of delegated
responsibilities with respect to a designated country
upon written notice to the Fund. Thirty days (or such
longer period as to which the parties agree in
writing) after receipt of any such notice by the
Fund, IFTC will have no further responsibility as FCM
to a Portfolio with respect to the country as to
which IFTC's acceptance of delegation is withdrawn.

4. SCOPE OF DELEGATED RESPONSIBILITIES.

a. SELECTION OF ELIGIBLE FOREIGN CUSTODIANS.
Subject to the provisions of this Section Q,
the FCM may place and maintain the Foreign
Assets in the care of the Eligible Foreign
Custodian selected by the

10
<PAGE>
FCM in each country listed on Exhibit C, as
amended from time to time.

In performing its delegated responsibilities
as FCM to place or maintain Foreign Assets
with an Eligible Foreign Custodian, the FCM
will determine that the Foreign Assets will
be subject to reasonable care, based on the
standards applicable to custodians in the
country in which the Foreign Assets will be
held by that Eligible Foreign Custodian,
after considering all factors relevant to
the safekeeping of such assets, including,
without limitation, those set forth in Rule
17f-5(c)(1)(I) through (iv).

b. CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS.
The FCM will determine that the contract (or
the rules or established practices or
procedures in the case of an Eligible
Foreign Custodian that is a foreign
securities depository or clearing agency)
governing the foreign custody arrangements
with each Eligible Foreign Custodian
selected by the FCM will provide reasonable
care for the Foreign Assets held by that
Eligible Foreign Custodian based on the
standards applicable to custodians in the
particular country. Each such contract will
include the provisions set forth in Rule
17f-5(c)(2)(I)(A) through (F), or, in lieu
of any or all of the provisions set forth in
said (A) through (F), such other provisions
that the FCM determines will provide, in
their entirety, the same or greater level of
care and protection for the Foreign Assets
as the provisions set forth in said (A)
through (F) in their entirety.

c. MONITORING. In each case in which the FCM
maintains Foreign Assets with an Eligible
Foreign Custodian selected by the FCM, the
FCM will establish a system to monitor (a)
the appropriateness of maintaining the
Foreign Assets with such Eligible Foreign
Custodian and (b) the contract governing the
custody arrangements established by the FCM
with the Eligible Foreign Custodian. In the
event the FCM determines that the custody
arrangements with an Eligible Foreign
Custodian it has selected are no longer
appropriate, the FCM will notify the Board
in accordance with subsection 7 of this
Section Q.

5. GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY.
For purposes of this Section Q, the Board will be
solely responsible for considering and determining to
accept such Country Risk, or for delegating that
responsibility to the investment advisor for the
Portfolio, as is incurred by placing and maintaining
the Foreign Assets in each country for which IFTC is
serving as FCM of a Portfolio, and the Board will be
solely responsible for monitoring on a continuing
basis such Country Risk not otherwise delegated to
the advisor and to the extent that the Board
considers necessary or appropriate. The Fund, on
behalf of the Portfolios, and IFTC each expressly
acknowledge

11
<PAGE>
that the FCM will not be delegated any
responsibilities under this Section Q with respect to
Mandatory Securities Depositories.

6. STANDARD OF CARE AS FCM OF A PORTFOLIO. In performing
the responsibilities delegated to it, the FCM agrees
to exercise reasonable care, prudence and diligence
such as a person having responsibility for the
safekeeping of assets of management investment
companies registered under the 1940 Act would
exercise.

7. REPORTING REQUIREMENTS. The FCM will report the
withdrawal of the Foreign Assets from an Eligible
Foreign Custodian and the placement of such Foreign
Assets with another Eligible Foreign Custodian by
providing to the Board amended Exhibits C and D at
the end of the calendar quarter in which an amendment
to either Schedule has occurred. The FCM will make
written reports notifying the Board of any other
material change in the foreign custody arrangements
of a Portfolio described in this Section Q after the
occurrence of the material change.

8. REPRESENTATIONS WITH RESPECT TO RULE 17F-5. The FCM
represents to the Fund that it is a U.S. Bank as
defined in section (a)(7) of Rule 17f-5.

The Fund represents to IFTC that the Board has
determined that it is reasonable for the Board to
rely on IFTC and State Street Bank & Trust Company to
perform the responsibilities delegated pursuant to
this Contract to IFTC and State Street Bank & Trust
Company as the FCM of each Portfolio and that IFTC
has been granted the authority by Fund to delegate to
State Street Bank & Trust Company the FCM functions
to which IFTC has been appointed by Fund.

9. EFFECTIVE DATE AND TERMINATION OF IFTC AS FCM. The
Board's delegation to IFTC as FCM of a Portfolio will
be effective as of the date hereof and will remain in
effect until terminated at any time, without penalty,
by written notice from the terminating party to the
non-terminating party. Termination will become
effective thirty days after receipt by the
non-terminating party of such notice. The provisions
of subsection 3 of this Section Q govern the
delegation to and termination of IFTC as FCM of the
Fund with respect to designated countries.

R. ACCOUNTS AND RECORDS PROPERTY OF FUND. IFTC acknowledges that
all of the accounts and records maintained by IFTC pursuant
hereto are the property of Fund, and will be made available to
Fund for inspection or reproduction within a reasonable period
of time, upon demand. IFTC will assist Fund's independent
auditors, or upon approval of Fund, or upon demand, any
regulatory body, in any requested review of Fund's accounts
and records but Fund will reimburse IFTC for all expenses and
employee time invested in any such review outside of routine
and normal periodic reviews. Upon receipt from Fund of the
necessary information or instructions, IFTC will supply
information from the books and records it maintains for Fund
that Fund

12
<PAGE>
needs for tax returns, questionnaires, periodic reports to
shareholders and such other reports and information requests
as Fund and IFTC agree upon from time to time.

S. ADOPTION OF PROCEDURES. IFTC and Fund hereby adopt the Funds
Transfer Operating Guidelines attached hereto as Exhibit B.
IFTC and Fund may from time to time adopt such additional
procedures as they agree upon, and IFTC may conclusively
assume that no procedure approved or directed by Fund, Fund's
or Portfolio's accountants or other advisors conflicts with or
violates any requirements of the prospectus, articles of
incorporation, bylaws, any applicable law, rule or regulation,
or any order, decree or agreement by which Fund may be bound.
Fund will be responsible for notifying IFTC of any changes in
statutes, regulations, rules, requirements or policies which
might necessitate changes in IFTC's responsibilities or
procedures.

T. ADVANCES. Fund will pay on demand any advance of cash or
securities made by IFTC or any Subcustodian, in its sole
discretion, for any purpose (including but not limited to
securities settlements, purchase or sale of foreign exchange
or foreign exchange contracts and assumed settlement) for the
benefit of any Portfolio. Any such cash advance will be
subject to an overdraft charge at the rate set forth in the
then-current fee schedule from the date advanced until the
date repaid. As security for each such advance, Fund hereby
grants IFTC and such Subcustodian a lien on and security
interest in all Assets at any time held for the account of the
applicable Portfolio, including without limitation all Assets
acquired with the amount advanced. Should Fund fail to
promptly repay the advance, IFTC and such Subcustodian may
utilize available cash and to dispose of such Portfolio's
Assets pursuant to applicable law to the extent necessary to
obtain reimbursement of the amount advanced and any related
overdraft charges.

U. EXERCISE OF RIGHTS; TENDER OFFERS. Upon receipt of
Instructions, IFTC will: (1) deliver warrants, puts, calls,
rights or similar securities to the issuer or trustee thereof,
or to the agent of such issuer or trustee, for the purpose of
exercise or sale, provided that the new Assets, if any, are to
be delivered to IFTC; and (2) deposit securities upon
invitations for tenders thereof, provided that the
consideration for such securities is to be paid or delivered
to IFTC or the tendered securities are to be returned to IFTC.

V. FUND SHARES.

1. Fund will deliver to IFTC Instructions with respect
to the declaration and payment of any dividend or
other distribution on the shares of capital stock of
a Portfolio ("Fund Shares") by a Portfolio. On the
date specified in such Instruction, IFTC will pay out
of the monies held for the account of the Portfolio,
insofar as it is available for such purposes, and
credit to the account of the Dividend Disbursing
Agent for the Portfolio, the amount specified in such
Instructions.

13
<PAGE>

2. Whenever Fund Shares are repurchased or redeemed by a
Portfolio, Portfolio or its agent will give IFTC
Instructions regarding the aggregate dollar amount to
be paid for such shares. Upon receipt of such
Instruction, IFTC will charge such aggregate dollar
amount to the account of the Portfolio and either
deposit the same in the account maintained for the
purpose of paying for the repurchase or redemption of
Fund Shares or deliver the same in accordance with
such Instruction. IFTC has no duty or responsibility
to determine that Fund Shares have been removed from
the proper shareholder accounts or that the proper
number of Fund Shares have been canceled and removed
from the shareholder records.

3. Whenever Fund Shares are purchased from Fund, Fund
will deposit or cause to be deposited with IFTC the
amount received for such shares. IFTC has no duty or
responsibility to determine that Fund Shares
purchased from Fund have been added to the proper
shareholder account or that the proper number of such
shares have been added to the shareholder records.
4. INSTRUCTIONS.

Q. The term "Instructions", as used herein, means written
(including telecopied, telexed, or electronically transmitted)
or oral instructions which IFTC reasonably believes were given
by a designated representative of Fund. Fund will deliver to
IFTC, prior to delivery of any Assets to IFTC and thereafter
from time to time as changes therein are necessary, written
Instructions naming one or more designated representatives to
give Instructions in the name and on behalf of Fund, which
Instructions may be received and accepted by IFTC as
conclusive evidence of the authority of any designated
representative to act for Fund and may be considered to be in
full force and effect until receipt by IFTC of notice to the
contrary. Unless such written Instructions delegating
authority to any person to give Instructions specifically
limit such authority to specific matters or require that the
approval of anyone else will first have been obtained, IFTC
will be under no obligation to inquire into the right of such
person, acting alone, to give any Instructions whatsoever. If
Fund fails to provide IFTC any such Instructions naming
designated representatives, any Instructions received by IFTC
from a person reasonably believed to be an appropriate
representative of Fund will constitute valid and proper
Instructions hereunder. "Designated representatives" may
include Fund's or a Portfolio's employees and agents,
including investment managers and their employees.

R. No later than the next business day immediately following each
oral Instruction, Fund will send IFTC written confirmation of
such oral Instruction. At IFTC's sole discretion, IFTC may
record on tape, or otherwise, any oral Instruction whether
given in person or via telephone, each such recording
identifying the date and the time of the beginning and ending
of such oral Instruction.

14
<PAGE>
S. Fund will provide, upon IFTC's request a certificate signed by
an officer or designated representative of Fund, as conclusive
proof of any fact or matter required to be ascertained from
Fund hereunder. Fund will also provide IFTC Instructions with
respect to any matter concerning this Agreement requested by
IFTC. If IFTC reasonably believes that it could not prudently
act according to the Instructions, or the instruction or
advice of Fund's or a Portfolio's accountants or counsel, it
may in its discretion, with notice to Fund, not act according
to such Instructions.

5. LIMITATION OF LIABILITY OF IFTC. IFTC is not responsible or liable for,
and Fund will indemnify and hold IFTC harmless from and against, any
and all costs, expenses, losses, damages, charges, counsel fees,
payments and liabilities which may be asserted against or incurred by
IFTC or for which IFTC may be held to be liable, arising out of or
attributable to:

T. IFTC's action or omission to act pursuant hereto; provided
that IFTC has acted in good faith and with due diligence and
reasonable care; and provided further, that IFTC is not liable
for consequential, special, or punitive damages in any event.

U. IFTC's payment of money as requested by Fund, or the taking of
any action which might make it or its nominee liable for
payment of monies or in any other way; provided, however, that
nothing herein obligates IFTC to take any such action or
expend its own monies except in its sole discretion.

V. IFTC's action or omission to act hereunder upon any
Instructions, advice, notice, request, consent, certificate or
other instrument or paper appearing to it to be genuine and to
have been properly executed, including any Instructions,
communications, data or other information received by IFTC by
means of the Systems, as hereinafter defined, or any
electronic system of communication.

W. IFTC's action or omission to act in good faith reliance on the
advice or opinion of counsel for Fund or of its own counsel
with respect to questions or matters of law, which advice or
opinion may be obtained by IFTC at the expense of Fund, or on
the Instructions, advice or statements of any officer or
employee of Fund, or Fund's accountants or other authorized
individuals, and other persons believed by it in good faith to
be expert in matters upon which they are consulted.

X. The purchase or sale of any securities or foreign currency
positions. Without limiting the generality of the foregoing,
IFTC is under no duty or obligation to inquire into:

1. The validity of the issue of any securities purchased
by or for any Portfolio, or the legality of the
purchase thereof or of foreign currency positions, or
evidence of ownership required by Fund to be received
by IFTC, or the propriety of the decision to purchase
or the amount paid therefor;

2. The legality of the sale of any securities or foreign
currency positions by or for any Portfolio, or the
propriety of the amount for which the same are sold;
or

15
<PAGE>
3. The legality of the issue or sale of any Fund Shares,
or the sufficiency of the amount to be received
therefor, the legality of the repurchase or
redemption of any Fund Shares, or the propriety of
the amount to be paid therefor, or the legality of
the declaration of any dividend by Fund, or the
legality of the issue of any Fund Shares in payment
of any stock dividend.

Y. Any error, omission, inaccuracy or other deficiency in any
Portfolio's accounts and records or other information provided
by or on behalf of a Portfolio to IFTC, or the failure of Fund
to provide, or provide in a timely manner, any accounts,
records, or information needed by IFTC to perform hereunder.

Z. Fund's refusal or failure to comply with the terms hereof
(including without limitation Fund's failure to pay or
reimburse IFTC under Section 5 hereof), Fund's negligence or
willful misconduct, or the failure of any representation or
warranty of Fund hereunder to be and remain true and correct
in all respects at all times.

AA. The use or misuse, whether authorized or unauthorized, of the
Systems or any electronic system of communication used
hereunder, by Fund or by any person who acquires access to the
Systems or such other systems through the terminal device,
passwords, access instructions or other means of access to
such Systems or such other system which are utilized by,
assigned to or otherwise made available to Fund, except to the
extent attributable to any negligence or willful misconduct by
IFTC.

BB. Any money represented by any check, draft, wire transfer,
clearinghouse funds, uncollected funds, or instrument for the
payment of money to be received by IFTC on behalf of a
Portfolio until actually received; provided, however, that
IFTC will advise Fund promptly if it fails to receive any such
money in the ordinary course of business and will cooperate
with Fund toward the end that such money is received.

CC. Except as provided in Section 3.P hereof, loss occasioned by
the acts, neglects, defaults or insolvency of any broker,
bank, trust company, or any other person with whom IFTC may
deal.

DD. The failure or delay in performance of its obligations
hereunder, or those of any entity for which it is responsible
hereunder, arising out of or caused, directly or indirectly,
by circumstances beyond the affected entity's reasonable
control, including, without limitation: any interruption, loss
or malfunction of any utility, transportation, computer
(hardware or software) or communication service; inability to
obtain labor, material, equipment or transportation, or a
delay in mails; governmental or exchange action, statute,
ordinance, rulings, regulations or direction; war, strike,
riot, emergency, civil disturbance, terrorism, vandalism,
explosions, labor disputes, freezes, floods, fires, tornadoes,
acts of God or public enemy, revolutions, or insurrection.

16
<PAGE>
6. COMPENSATION. In consideration for its services hereunder, Fund will
pay to IFTC the compensation set forth in a separate fee schedule,
incorporated herein by this reference, to be agreed to by Fund and IFTC
from time to time, and reimbursement for IFTC's cash disbursements and
reasonable out-of-pocket costs and expenses, including attorney's fees,
incurred by IFTC in connection with the performance of services
hereunder, on demand. IFTC may charge such compensation against monies
held by it for the account of the Portfolios. IFTC will also be
entitled to charge against any monies held by it for the account of the
Portfolios the amount of any loss, damage, liability, advance,
overdraft or expense for which it is entitled to reimbursement from
Fund, including but not limited to fees and expenses due to IFTC for
other services provided to Fund by IFTC. IFTC will be entitled to
reimbursement by Fund for the losses, damages, liabilities, advances,
overdrafts and expenses of Subcustodians only to the extent that (a)
IFTC would have been entitled to reimbursement hereunder if it had
incurred the same itself directly, and (b) IFTC is obligated to
reimburse the Subcustodian therefor.

7. TERM AND TERMINATION. The initial term of this Agreement is for a
period of two (2) years. Thereafter, Fund or IFTC may terminate the
same by notice in writing, delivered or mailed, postage prepaid, to the
other party and received not less than ninety (90) days prior to the
date upon which such termination will take effect. Upon termination
hereof:

A. Fund will pay IFTC its fees and compensation due hereunder and
its reimbursable disbursements, costs and expenses paid or
incurred to such date;

B. Fund will designate a successor custodian by Instruction to
IFTC by the termination date. In the event no such Instruction
has been delivered to IFTC on or before the date when such
termination becomes effective, then IFTC may, at its option,
(i) choose as successor custodian a bank or trust company
meeting the qualifications for custodian set forth in the 1940
Act and having not less than Two Million Dollars ($2,000,000)
aggregate capital, surplus and undivided profits, as shown by
its last published report, or (ii) apply to a court of
competent jurisdiction for the appointment of a successor or
other proper relief, or take any other lawful action under the
circumstances; provided, however, that Fund will reimburse
IFTC for its costs and expenses, including reasonable
attorney's fees, incurred in connection therewith; and

C. IFTC will, upon payment of all sums due to IFTC from Fund
hereunder or otherwise, deliver all Assets, duly endorsed and
in form for transfer, to the successor custodian, or as
specified by the court, at IFTC's office. IFTC will co-operate
in effecting changes in book-entries at all Depositories. Upon
delivery to a successor or as specified by the court, IFTC
will have no further obligations or liabilities hereunder.
Thereafter such successor will be the successor hereunder and
will be entitled to reasonable compensation for its services.

In the event that Assets remain in the possession of IFTC after the
date of termination hereof for any reason other than IFTC's failure to
deliver the same, IFTC is entitled to compensation as provided in the
then-current fee schedule for its services during such period, and the
provisions hereof relating to the duties and obligations of IFTC will
remain in full force and effect.

17
<PAGE>
7. NOTICES. Notices, requests, instructions and other writings addressed
to Fund at the address set forth above, or at such other address as
Fund may have designated to IFTC in writing, will be deemed to have
been properly given to Fund hereunder. Notices, requests, Instructions
and other writings addressed to IFTC at the address set forth above,
Attention: Custody Department, or to such other address as it may have
designated to Fund in writing, will be deemed to have been properly
given to IFTC hereunder.

8. THE SYSTEMS; CONFIDENTIALITY.

EE. If IFTC provides Fund direct access to the computerized
investment portfolio custody systems used by IFTC ("Systems")
or if IFTC and Fund agree to utilize any electronic system of
communication, Fund agrees to implement and enforce
appropriate security policies and procedures to prevent
unauthorized or improper access to or use of the Systems or
such other system.

FF. Fund will preserve the confidentiality of the Systems and the
tapes, books, reference manuals, instructions, records,
programs, documentation and information of, and other
materials relevant to, the Systems and the business of IFTC
("Confidential Information"). Fund agrees that it will not
voluntarily disclose any such Confidential Information to any
other person other than its own employees who reasonably have
a need to know such information pursuant hereto. Fund will
return all such Confidential Information to IFTC upon
termination or expiration hereof.

GG. Fund has been informed that the Systems are licensed for use
by IFTC from one or more third parties ("Licensors"), and Fund
acknowledges that IFTC and Licensors have proprietary rights
in and to the Systems and all other IFTC or Licensor programs,
code, techniques, know-how, data bases, supporting
documentation, data formats, and procedures, including without
limitation any changes or modifications made at the request or
expense or both of Fund (collectively, the "Protected
Information"). Fund acknowledges that the Protected
Information constitutes confidential material and trade
secrets of IFTC and Licensors. Fund will preserve the
confidentiality of the Protected Information, and Fund hereby
acknowledges that any unauthorized use, misuse, disclosure or
taking of Protected Information, residing or existing internal
or external to a computer, computer system, or computer
network, or the knowing and unauthorized accessing or causing
to be accessed of any computer, computer system, or computer
network, may be subject to civil liabilities and criminal
penalties under applicable law. Fund will so inform employees
and agents who have access to the Protected Information or to
any computer equipment capable of accessing the same.
Licensors are intended to be and are third party beneficiaries
of Fund's obligations and undertakings contained in this
Section.

18
<PAGE>
HH. Fund hereby represents and warrants to IFTC that it has
determined to its satisfaction that the Systems are
appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED
ON AN AS IS, AS AVAILABLE BASIS. IFTC EXPRESSLY DISCLAIMS ALL
WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.

9. MULTIPLE PORTFOLIOS. If Fund is comprised of more than one Portfolio:

II. Each Portfolio will be regarded for all purposes hereunder as
a separate party apart from each other Portfolio. Unless the
context otherwise requires, with respect to every transaction
covered hereby, every reference herein to Fund is deemed to
relate solely to the particular Portfolio to which such
transaction relates. Under no circumstances will the rights,
obligations or remedies with respect to a particular Portfolio
constitute a right, obligation or remedy applicable to any
other Portfolio. The use of this single document to
memorialize the separate agreement of each Portfolio is
understood to be for clerical convenience only and will not
constitute any basis for joining the Portfolios for any
reason.

JJ. Fund may appoint IFTC as its custodian for additional
Portfolios from time to time by written notice, provided that
IFTC consents to such addition. Rates or charges for each
additional Portfolio will be as agreed upon by IFTC and Fund
in writing.

10. MISCELLANEOUS.

KK. This Agreement will be construed according to, and the rights
and liabilities of the parties hereto will be governed by, the
laws of the State of Missouri, without reference to the choice
of laws principles thereof.

LL. All terms and provisions hereof will be binding upon, inure to
the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.

MM. The representations and warranties, the indemnifications
extended hereunder, and the provisions of Section 9 hereof are
intended to and will continue after and survive the
expiration, termination or cancellation hereof.

NN. No provisions hereof may be amended or modified in any manner
except by a written agreement properly authorized and executed
by each party hereto.

OO. The failure of either party to insist upon the performance of
any terms or conditions hereof or to enforce any rights
resulting from any breach of any of the terms or conditions
hereof, including the payment of damages, will not be
construed as a continuing or permanent waiver of any such
terms, conditions, rights or privileges, but the same will
continue and remain in full force and effect as if no such
forbearance or waiver had occurred. No waiver, release or
discharge of any party's

19
<PAGE>
rights hereunder will be effective unless contained in a
written instrument signed by the party sought to be charged.

PP. The captions herein are included for convenience of reference
only, and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect.

QQ. This Agreement may be executed in two or more counterparts,
each of which is deemed an original but all of which together
constitute one and the same instrument.

RR. If any provision hereof is determined to be invalid, illegal,
in conflict with any law or otherwise unenforceable, the
remaining provisions hereof will be considered severable and
will not be affected thereby, and every remaining provision
hereof will remain in full force and effect and will remain
enforceable to the fullest extent permitted by applicable law.

SS. This Agreement may not be assigned by either party hereto
without the prior written consent of the other party.

TT. Neither the execution nor performance hereof will be deemed to
create a partnership or joint venture by and between IFTC and
Fund or any Portfolio.

UU. Except as specifically provided herein, this Agreement does
not in any way affect any other agreements entered into among
the parties hereto and any actions taken or omitted by either
party hereunder will not affect any rights or obligations of
the other party hereunder.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers.

INVESTORS FIDUCIARY TRUST FREMONT MUTUAL FUNDS, INC.
COMPANY

By:___________________________ By:___________________________

Title:________________________ Title:________________________

20
<PAGE>
EXHIBIT A -- INCOME AVAILABILITY SCHEDULE

FOREIGN--Income will be credited contractually on pay day in the markets noted
with Contractual Income Policy. The markets noted with Actual income policy will
be credited income when it is received.

<TABLE>
<CAPTION>
MARKET INCOME POLICY MARKET INCOME POLICY MARKET INCOME POLICY
------ ------------- ------ ------------- ------ -------------
<S> <C> <C> <C> <C> <C>
Argentina Actual Hong Kong Contractual Poland Actual
Australia Contractual Hungary Actual Portugal Contractual
Austria Contractual India Actual Russia Actual
Bahrain Actual Indonesia Actual Singapore Contractual
Bangladesh Actual Ireland Actual Slovak Republic Actual
Belgium Contractual Israel Actual South Africa Actual
Bermuda Actual Italy Contractual South Korea Actual
* Bolivia Actual Ivory Coast Actual Spain Contractual
Botswana Actual * Jamaica Actual Sri Lanka Actual
Brazil Actual Japan Contractual Swaziland Actual
Canada Contractual Jordan Actual Sweden Contractual
Chile Actual Kenya Actual Switzerland Contractual
China Actual Lebanon Actual Taiwan Actual
Colombia Actual Luxembourg Actual Thailand Actual
Cyprus Actual Malaysia Actual * Trinidad & Actual
Tobago
Czech Republic Actual Mauritius Actual * Tunisia Actual
Denmark Contractual Mexico Actual Turkey Actual
Ecuador Actual Morocco Actual United Kingdom Contractual
Egypt Actual Namibia Actual United States See Attached
**Euroclear Contractual/ Netherlands Contractual Uruguay Actual
Actual
Euro CDs Actual New Zealand Contractual Venezuela Actual
Finland Contractual Norway Contractual Zambia Actual
France Contractual Oman Actual Zimbabwe Actual
Germany Contractual Pakistan Actual
Ghana Actual Peru Actual
Greece Actual Philippines Actual
</TABLE>

* Market is not 17F-5 eligible
** For Euroclear, contractual income paid only in markets listed with Income
Policy of Contractual.

21
<PAGE>
<TABLE>
UNITED STATES--

INCOME TYPE DTC FED PTC PHYSICAL
----------- --- --- --- --------
<S> <C> <C> <C> <C>
Dividends Contractual N/A N/A Actual
Fixed Rate Interest Contractual Contractual N/A Actual
Variable Rate Interest Contractual Contractual N/A Actual
GNMA I N/A N/A Contractual PD +1 N/A
GNMA II N/A N/A Contractual PD *** N/A
Mortgages Actual Contractual Contractual Actual
Maturities Actual Contractual N/A Actual
</TABLE>

Exceptions to the above Contractual Income Policy include securities that are:

o Involved in a trade whose settlement either failed, or is pending over the
record date, (excluding the United States);
o On loan under a self directed securities lending program other than IFTC's
own vendor lending program;
o Known to be in a condition of default, or suspected to present a risk of
default or payment delay;
o In the asset categories, without limitation, of Private Placements,
Derivatives, Options, Futures, CMOs, and Zero Coupon Bonds.
o Securities whose amount of income and redemption cannot be calculated in
advance of payable date, or determined in advance of actual collection,
examples include ADRs;
o Payments received as the result of a corporate action, not limited to, bond
calls, mandatory or optional puts, and tender offers.

*** For GNMA II securities, if the 19th day of the month is a business day,
Payable/Distribution Date is the next business day. If the 19th is not a
business day, but the 20th is a business day, Payable/Distribution date is the
first business day after the 20th. If both the 19th and 20th are not business
days, Payable/Distribution will be the next business day thereafter.

22
<PAGE>
EXHIBIT B -- FUNDS TRANSFER OPERATING GUIDELINES

1 OBLIGATION OF THE SENDER: IFTC is authorized to promptly debit Fund's
("Client's") account(s) upon the receipt of a payment order in compliance with
any of the Security Procedures chosen by the Client, from those offered on the
attached selection form (and any updated selection forms hereafter executed by
the Client), for funds transfers and in the amount of money that IFTC has been
instructed to transfer. IFTC is hereby instructed to accept funds transfer
instructions only via the delivery methods and Security Procedures indicated on
the attached selection form (and any updated executed by the Client). The Client
agrees that the Security Procedures are reasonable and adequate for its wire
transfer transactions and agrees to be bound by any payment orders, amendments
and cancellations, whether or not authorized, issued in its name and accepted by
IFTC after being confirmed by any of the selected Security Procedures. The
Client also agrees to be bound by any other valid and authorized payment order
accepted by IFTC. IFTC shall execute payment orders in compliance with the
selected Security Procedures and with the Client's/Investment Manager's
instructions on the execution date provided that such payment order is received
by the customary deadline for processing such a request, unless the payment
order specifies a later time. IFTC will use reasonable efforts to execute on the
execution date payment orders received after the customary deadline, but if it
is unable to execute any such payment order on the execution date, such payment
order will be deemed to have been received on the next business day.

2 SECURITY PROCEDURES: The Client acknowledges that the selected Security
Procedures were selected by the Client from Security Procedures offered by IFTC.
The Client shall restrict access to confidential information relating to the
Security Procedures to authorized persons as communicated in writing to IFTC.
The Client must notify IFTC immediately if it has reason to believe unauthorized
persons may have obtained access to such information or of any change in the
Client's authorized personnel. IFTC shall verify the authenticity of all
instructions according to the selected Security Procedures.

3 ACCOUNT NUMBERS: IFTC shall process all payment orders on the basis of the
account number contained in the payment order. In the event of a discrepancy
between any name indicated on the payment order and the account number, the
account number shall take precedence and govern. Financial institutions that
receive payment orders initiated by IFTC at the instruction of the Client may
also process payment orders on the basis of account numbers, regardless of any
name included in the payment order. IFTC will also rely on any financial
institution identification numbers included in any payment order, regardless of
any financial institution name included in the payment order.

4 REJECTION: IFTC reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected balance in
the account to be charged at the time of IFTC's receipt of such payment order;
(b) if initiating such payment order would cause IFTC, in IFTC's sole judgment,
to exceed any applicable volume, aggregate dollar, network, time, credit or
similar limits upon wire transfers; or (c) if IFTC, in good faith, is unable to
satisfy itself that the transaction has been properly authorized.

23
<PAGE>
5 CANCELLATION OR AMENDMENT: IFTC shall use reasonable efforts to act on all
authorized requests to cancel or amend payment orders received in compliance
with the selected Security Procedures provided that such requests are received
in sufficient time to afford IFTC a reasonable opportunity to act prior to
executing the payment order. However, IFTC assumes no liability if the request
for amendment or cancellation cannot be satisfied by IFTC's reasonable efforts.

6 ERRORS: IFTC shall assume no responsibility for failure to detect any
erroneous payment order provided that IFTC complies with the payment order
instructions as received and IFTC complies with the selected Security
Procedures. The Security Procedures are established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.

7 INTEREST AND LIABILITY LIMITS: IFTC shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized payment
order, unless IFTC is notified of the unauthorized payment order within thirty
(30) days of notification by IFTC of the acceptance of such payment order. In no
event (including but not limited to failure to execute a payment order) shall
IFTC be liable for special, indirect or consequential damages, even if advised
of the possibility of such damages.

8 AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS: When the
Client initiates or receives ACH credit and debit entries pursuant to these
Guidelines and the rules of the National Automated Clearing House Association
and the Mid-America Payment Exchange or other similar body, IFTC or its agent
will act as an Originating Depository Financial Institution and/or Receiving
Depository Financial Institution, as the case may be, with respect to such
entries. Credits given with respect to an ACH credit entry are provisional until
final settlement for such entry is received from the Federal Reserve Bank. If
such final settlement is not received, the Client agrees to promptly refund the
amount credited to the Client in connection with such entry, and the party
making payment to the Client via such entry shall not be deemed to have paid the
amount of the entry.

9 CONFIRMATIONS: Confirmation of IFTC's execution of payment orders shall
ordinarily be provided within 24 hours. Notice may be delivered through IFTC's
account statements, advices, information systems, or by facsimile or callback.
The Client must report any objections to the execution of a payment order within
30 days.

10 MISCELLANEOUS: IFTC may use the Federal Reserve System Fedwire to execute
payment orders, and any payment order carried in whole or in part through
Fedwire will be subject to applicable Federal Reserve Board rules and
regulations. IFTC and the Client agree to cooperate to attempt to recover any
funds erroneously paid to wrong parties, regardless of any fault of IFTC or the
Client, but the party responsible for the erroneous payment shall bear all costs
and expenses incurred in trying to effect such recovery. These Guidelines may
not be amended except by a written agreement signed by the parties.

24
<PAGE>
SECURITY PROCEDURES SELECTION FORM

Please select one or more of the funds transfer security procedures
indicated below.

[] SWIFT SWIFT (Society for Worldwide Interbank Financial
Telecommunication) is a cooperative society owned and operated by
member financial institutions that provides telecommunication services
for its membership. Participation is limited to securities brokers and
dealers, clearing and depository institutions, recognized exchanges for
securities, and investment management institutions. SWIFT provides a
number of security features through encryption and authentication to
protect against unauthorized access, loss or wrong delivery of
messages, transmission errors, loss of confidentiality and fraudulent
changes to messages. SELECTION OF THIS SECURITY PROCEDURE WOULD BE MOST
APPROPRIATE FOR EXISTING SWIFT MEMBERS.

[] REMOTE BATCH TRANSMISSION Wire transfer instructions are delivered
via Computer-to-Computer (CPU-CPU) data communications between the
Client and/or its agent and IFTC and/or its agent. Security procedures
include encryption and/or the use of a test key by those individuals
authorized as Automated Batch Verifiers or a callback procedure to
those individuals. CLIENTS SELECTING THIS OPTION SHOULD HAVE AN
EXISTING FACILITY FOR COMPLETING CPU-CPU TRANSMISSIONS. THIS DELIVERY
MECHANISM IS TYPICALLY USED FOR HIGH-VOLUME BUSINESS SUCH AS
SHAREHOLDER REDEMPTIONS AND DIVIDEND PAYMENTS.

[] TELEPHONE CONFIRMATION (CALL BACK) This procedure requires Clients to
designate individuals as authorized initiators and authorized
verifiers. IFTC will verify that the instruction contains the signature
of an authorized person and prior to execution of the payment order,
will contact someone other than the originator at the Client's location
to authenticate the instruction. SELECTION OF THIS ALTERNATIVE IS
APPROPRIATE FOR CLIENTS WHO DO NOT HAVE THE CAPABILITY TO USE OTHER
SECURITY PROCEDURES.

[] TEST KEY Test Key confirmation will be used to verify all
non-repetitive funds transfer instructions received via facsimile or
phone. IFTC will provide test keys if this option is chosen. IFTC will
verify that the instruction contains the signature of an authorized
person and prior to execution of the payment order, will authenticate
the test key provided with the corresponding test key at IFTC.
SELECTION OF THIS ALTERNATIVE IS APPROPRIATE FOR CLIENTS WHO DO NOT
HAVE THE CAPABILITY TO USE OTHER SECURITY PROCEDURES.

[] REPETITIVE WIRES For situations where funds are transferred
periodically from an existing authorized account to the same payee
(destination bank and account number) and only the date and currency
amount are variable, a repetitive wire may be implemented. Repetitive
wires will be subject to a $10 million limit. If the payment order
exceeds the $10 million limit, the instruction will be confirmed by
telephone or test key prior to execution. Repetitive wire instructions
must be reconfirmed annually. Clients may establish Repetitive Wires by
following the agreed upon security procedures as described by Telephone
Confirmation (Call Back) or Test Key. THIS ALTERNATIVE IS RECOMMENDED
WHENEVER FUNDS ARE FREQUENTLY TRANSFERRED BETWEEN THE SAME TWO
ACCOUNTS.

25
<PAGE>
[] STANDING INSTRUCTIONS Funds are transferred by IFTC to a counter
party on the Client's established list of authorized counter parties.
Only the date and the dollar amount are variable. Clients may establish
Standby Instructions by following the agreed upon security procedures
as described by Telephone Confirmation (Call Back) or Test Key. THIS
OPTION IS USED FOR TRANSACTIONS THAT INCLUDE BUT ARE NOT LIMITED TO
FOREIGN EXCHANGE CONTRACTS, TIME DEPOSITS AND TRI-PARTY REPURCHASE
AGREEMENTS.

[] AUTOMATED CLEARING HOUSE (ACH) IFTC or its agent receives an automated
transmission from a Client for the initiation of payment (credit) or
collection (debit) transactions through the ACH network. The
transactions contained on each transmission or tape must be
authenticated by the Client. The transmission is sent from the Client's
or its agent's system to IFTC's or its agent's system with encryption.

KEY CONTACT INFORMATION

Whom shall we contact to implement your selection(s)?

CLIENT OPERATIONS CONTACT ALTERNATE CONTACT

_______________________________ _______________________________
Name Name

_______________________________ _______________________________
Address Address

_______________________________ _______________________________
City/State/Zip Code City/State/Zip Code

_______________________________ _______________________________
Telephone Number Telephone Number

_______________________________
Facsimile Number

_______________________________
SWIFT Number

FREMONT MUTUAL FUNDS, INC.

By:_____________________________

Title:__________________________

Date:___________________________

26
<PAGE>
EXHIBIT C
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES

COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES

Argentina Citibank, N.A. --

Australia Westpac Banking Corporation --

Austria GiroCredit Bank Aktiengesellschaft der Sparkassen --

Bahrain The British Bank of the Middle East (as delegate --
of the Hongkong and Shanghai Banking Corporation
Limited)

Bangladesh Standard Chartered Bank --

Belgium Generale Bank --

Bermuda The Bank of Bermuda Limited --

Bolivia Banco Boliviano Americano --

Botswana Barclays Bank of Botswana Limited --

Brazil Citibank, N.A. --

Canada Canada Trustco Mortgage Company --

Chile Citibank, N.A. --

People's The Hongkong and Shanghai Banking Corporation --
Republic of Limited Shanghai and Shenzhen branches
China

Colombia Cititrust Colombia S.A.Sociedad Fiduciaria --

Croatia Privredana banka Zagreb d.d --

Cyprus Barclays Bank PLC Cyprus Offshore Banking Unit --

Czech Ceskoslovenska Obchodni Banka A.S. --
Republic

Denmark Den Danske Bank --

Ecuador Citibank, N.A. --

27
<PAGE>
EXHIBIT C
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES

COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES

Egypt National Bank of Egypt --

Estonia Hansabank --

Finland Merita Bank Limited --

France Banque Paribas --

Germany Dresdner Bank AG --

Ghana Barclays Bank of Ghana Limited --

Greece National Bank of Greece S.A Bank of Greece

Hong Kong Standard Chartered Bank --

Hungary Citibank Budapest Rt. --

India Deutsche Bank AG;The Hongkong and Shanghai --
Banking Corporation Limited

Indonesia Standard Chartered Bank --

Ireland Bank of Ireland --

Israel Bank Hapoalim B.M. --

Italy Banque Paribas --

Ivory Coast Societe Generale de Banques en Cote d'Ivoire --

Jamaica Scotiabank Trust and Merchant Bank --

Japan The Daiwa Bank, Limited; The Fuji Bank Limited Japan
The Sumitomo Trust & Banking Co., Ltd. Securities
Depository

Jordan The British Bank of the Middle East (as delegate --
of the Hongkong and Shanghai Banking Corporation
Limited)

Kenya Barclays Bank of Kenya Limited --

Republic of Citibank, N.A. --
Korea

28
<PAGE>
EXHIBIT C
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES

COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES

Lebanon The British Bank of the Middle Custodian and Clearing
East (as delegate of the Center of Financial
Hongkong and Shanghai Banking Instruments for
Corporation Limited) Lebanon (MIDCLEAR)
S.A.L.;

Malaysia Standard Chartered Bank Malaysia Berhad --

Mauritius The Hongkong and Shanghai Banking --
Corporation Limited

Mexico Citibank Mexico, S.A. --

Morocco Banque Commerciale du Maroc --

Namibia (via) Standard Bank of South Africa --

Netherlands MeesPierson N.V. --

New Zealand ANZ Banking Group (New Zealand) Limited --

Norway Christiania Bank og Kreditkasse --

Oman The British Bank of the Middle East(as --
delegate of the Hongkong and Shanghai
Banking Corporation Limited)

Pakistan Deutsche Bank AG --

Peru Citibank, N.A. --

Philippines Standard Chartered Bank --

Poland Citibank Poland S.A. --

Portugal Banco Comercial Portugues --

Romania ING Bank, N.V. --

Russia Credit Suisse First Boston, Zurich via Credit --
Suisse First Boston Limited, Moscow

Singapore The Development Bank of Singapore Ltd. --

Slovak Ceskoslovenska ObchodnaBanka A.S. --
Republic

29
<PAGE>
EXHIBIT C
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES

COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES

South Africa Standard Bank of South Africa Limited --

Spain Banco Santander, S.A. --

Sri Lanka The Hongkong and Shanghai Banking Corporation
Limited --

Swaziland Barclays Bank of Swaziland Limited --

Sweden Skandinaviska Enskilda Banken --

Switzerland Union Bank of Switzerland --

Taiwan - Central Trust of China --
R.O.C.

Thailand Standard Chartered Bank --

Trinidad Republic Bank Ltd. --
& Tobago

Tunisia Banque Internationale Arabe de Tunisie --

Turkey Citibank, N.A. --

United State Street Bank and Trust --
Kingdom

Uruguay Citibank, N.A. --

Venezuela Citibank, N.A. --

Zambia Barclays Bank of Zambia Limited --

Zimbabwe Barclays Bank of Zimbabwe Limited --

Euroclear (The Euroclear System)

Cedel (Cedel Bank, societe anonyme)

INTERSETTLE (for EASDAQ Securities)

30
<PAGE>
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES

COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS
MANDATORY AS A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A
MATTER OF MARKET PRACTICE)

Argentina -Caja de Valores S.A.;
-CRYL

Australia -Austraclear Limited;
-Reserve Bank Information andTransfer System

Austria -Oesterreichische Kontrollbank AG (Wertpapiersammelbank
Division)

Belgium -Caisse Interprofessionnelle de Depots et de Virements de
Titres S.A.;
-Banque Nationale de Belgique

Brazil -Bolsa de Valores de Sao Paulo;
-Bolsa de Valores de Rio de Janeiro
-All SSB CLIENTS PRESENTLY USE CALISPA
-Central de Custodia e de Liquidacao Financeira de Titulos
-Banco Central do Brasil, Systema Especial de Liquidacao e
Custodia

Canada -The Canadian Depository for Securities Limited; West
Canada Depository Trust Company [DEPOSITORIES LINKED]

People's Republic -Shanghai Securities Central Clearing and Registration
of China Corporation;
-Shenzhen Securities Central Clearing Co., Ltd.

Croatia Ministry of Finance

Czech Republic --Stredisko cennych papiru(Degree);
-Czech National Bank

Denmark -Vaerdipapircentralen - The Danish Securities Center

Egypt -Misr Company for Clearing, Settlement, and Central
Depository

Estonia -Eesti Vaartpaberite Keskdepositooruim

Finland -The Finnish Central Securities Depository

France -Societe Interprofessionnelle pour la Compensation des
Valeurs Mobilieres;
-Banque de France, Saturne System

Germany -The Deutscher Kassenverein AG

Greece -The Central Securities Depository (Apothetirion Titlon
A.E.);

Hong Kong -The Central Clearing and Settlement System;
-The Central Money Markets Unit

31
<PAGE>
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS
MANDATORY AS A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A
MATTER OF MARKET PRACTICE)

Hungary -The Central Depository and Clearing House (Budapest) Ltd.
[MANDATORY FOR GOV'T BONDS ONLY; SSB DOES NOT USE FOR
OTHER SECURITIES]

Indonesia -Bank of Indonesia

Ireland -The Central Bank of Ireland, The Gilt Settlement Office

Israel -The Clearing House of the Tel Aviv Stock Exchange;
-Bank of Israel

Italy -Monte Titoli S.p.A.;
-Banca d'Italia

Japan -Bank of Japan Net System

Republic of Korea -Korea Securities Depository

Lebanon -The Central Bank of Lebanon

Malaysia -Malaysian Central Depository Sdn. Bhd.;
-Bank Negara Malaysia, Scripless Securities Trading and
Safekeeping Systems

Mauritius -The Central Depository & Settlement System

Mexico -S.D. INDEVAL, S.A. de C.V.(Instituto para el Deposito de
Valores);

Netherlands -Nederlands Centraal Instituut voor Giraal Effectenverkeer
B.V. ("NECIGEF") [** IT IS PLANNED THAT AS OF 1/1/98
NBNV WILL NO LONGER HOLD GOVERNMENT SECURITIES, ALL
SECURITIES WILL BE TRANSFERRED TO NECIGEF];
-De Nederlandsche Bank N.V. ("NBNV")**

New Zealand -New Zealand Central Securities Depository Limited

Norway -Verdipapirsentralen -The Norwegian Registry of Securities

Oman -Muscat Securities Market

Peru -Caja de Valores y Liquidaciones (CAVALI, S.A.)

Philippines -The Philippines Central Depository Inc.
-The Book-Entry-System of Bangko Sentral ng Pilipinas;

32
<PAGE>
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS
MANDATORY AS A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A
MATTER OF MARKET PRACTICE)

-The Registry of Scripless Securities of the Bureau of the
Treasury

Poland -The National Depository of Securities (Krajowy Depozyt
Papierow Wartos'ciowych);
-National Bank of Poland

Portugal -Central de Valores Mobiliarios

Romania -National Securities Clearing, Settlement and Depository
Co.;
-Bucharest Stock Exchange;
-National Bank of Romania

Singapore -The Central Depository (Pte)Limited;
-Monetary Authority of Singapore

Slovak Republic -Stredisko Cennych Papierov;
-National Bank of Slovakia

South Africa -The Central Depository Limited

Spain -Servicio de Compensacion y Liquidacion de Valores, S.A.;
-Banco de Espana, Anotaciones en Cuenta

Sri Lanka -Central Depository System (Pvt) Limited

Sweden -Vardepapperscentralen VPC AB - The Swedish Central
Securities Depository

Switzerland -Schweizerische Effekten - Giro AG;

Taiwan - R.O.C. -The Taiwan Securities Central Depository Company, Ltd.

Thailand -Thailand Securities Depository Company Limited

Tunisia -STICODEVAM;
-Central Bank of Tunisia;
-Tunisian Treasury

Turkey -Takas ve Saklama Bankasi A.S.;
-Central Bank of Turkey

United Kingdom -The Bank of England, The Central Gilts Office; The
Central Moneymarkets Office; The European Settlements
Office;
-First Chicago Clearing Centre

33
<PAGE>
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS
MANDATORY AS A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A
MATTER OF MARKET PRACTICE)

Uruguay -Central Bank of Uruguay

Zambia -Lusaka Central Depository

PORTFOLIO MANAGEMENT AGREEMENT

THIS AGREEMENT dated and effective as of August 1, 1998, among Rayner
Associates, Inc., a California corporation (the "Sub-Advisor"); Fremont
Investment Advisors, Inc., a Delaware corporation (the "Advisor"); and Fremont
Mutual Funds, Inc., a Maryland corporation (the "Fund").

WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end, diversified management
investment company and is authorized to issue separate series (the "Series"),
each of which may offer a separate class of shares of beneficial interest, each
Series having its own investment objective, policies and limitations; and

WHEREAS, the Fund presently offers shares of a particular series named
the Fremont California Intermediate Tax-Free Fund (the "California Tax-Free
Series"); and

WHEREAS, the Fund has retained the Advisor to render investment
management and administrative services to the California Tax-Free Series; and

WHEREAS, the Advisor and the Fund desire to retain the Sub-Advisor to
furnish portfolio management services to the California Tax-Free Series in
connection with the Advisor's investment management activities on behalf of the
Series, and the Sub-Advisor is willing to furnish such services to the Advisor
and the California Tax-Free Series;

NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the Sub-Advisor, the Advisor and the Fund
as follows:

1. Appointment. The Advisor and the Fund hereby appoint the Sub-Advisor
to provide sub-investment advisory services to the Advisor and the Fund with
respect to certain assets of the California Tax-Free Series for the periods and
on the terms set forth in this Agreement. The Sub-Advisor accepts such
appointment and agrees to furnish the services herein set forth, for the
compensation herein provided.

2. Sub-Advisor Duties. Subject to the supervision of the Advisor, the
Sub-Advisor shall have full discretionary authority as agent and
attorney-in-fact with respect to the portion of assets of the California
Tax-Free Series' portfolio assigned to the Sub-Advisor, from time to time by the
Advisor or the Board of Directors, including authority to: (a) buy, sell,
exchange, convert or otherwise trade in any securities without limitation and
(b) place orders for the execution of such securities transactions with or
through such brokers, dealers, or issuers as Sub-Advisor may select. The
Sub-Advisor will provide the services under this Agreement in accordance with
the California Tax-Free Series' registration statement filed with the Securities
and Exchange Commission ("SEC"), as amended. The Advisor will provide the
Sub-Advisor with a copy of each registration statement promptly after it has
been filed with the SEC. Investments by the Sub-Advisor shall conform with the
provisions of Appendix B attached hereto, as such may be revised from time to
time at the discretion of the Advisor and the Fund. Subject to the foregoing,
the Sub-Advisor will vote proxies with respect to the securities and investments
purchased with
<PAGE>
the assets of the California Tax-Free Series' portfolio managed by the
Sub-Advisor. The Sub-Advisor further agrees that it will:

(a) conform with all applicable rules and regulations of the
SEC.

(b).place orders pursuant to its investment determinations for
the California Tax-Free Series either directly with the issuer or with any
broker or dealer. In placing orders with the issuer or dealers, the Sub-Advisor
will attempt to obtain the best net price and the most favorable execution of
its orders. Consistent with this obligation, when the execution and price
offered by two or more brokers or dealers are comparable, the Sub-Advisor may,
in its discretion, purchase and sell portfolio securities to and from brokers
and dealers who provide it with research advice and other services of lawful
assistance to the Sub-Advisor in serving the California Tax-Free Series as the
Sub-Advisor or who sell the California Tax-Free Series' shares.

(c) make available to the Advisor and the Fund's Board of
Directors promptly upon their request all its investment records and ledgers
relating to the California Tax-Free Series to assist the Advisor and the Fund in
their compliance with respect to the California Tax-Free Series' securities
transactions as required by the 1940 Act and the Investment Advisers Act of 1940
("Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish
the Fund's Board of Directors with respect to the California Tax-Free Series
such periodic and special reports as the Advisor and the Directors may
reasonably request in writing.

(d) maintain detailed records of the California Tax-Free
Series' assets managed by the Sub-Advisor as well as all investments, receipts,
disbursements and other transactions made with such assets. Such records shall
be open to inspection and audit during the Sub-Advisor's normal business hours
upon reasonable notice by any person designated by the Advisor or the Fund. The
Sub-Advisor shall provide to the Advisor or the Fund and any other party
designated by either the Advisor or the Fund: (i) monthly statements of the
activities with regard to the assets for the month and of the assets showing
each asset at its cost and, for each security listed on any national securities
exchange, its value at the last quoted sale price reported on the composite tape
on the valuation date or, in the cases of securities not so reported, by the
principal exchange on which the security traded or, if no trade was made on the
valuation date or if such security is not listed on any exchange, its value as
determined by a nationally recognized pricing service used by the Sub-Advisor
specified by such pricing service on the valuation date, and for any other
security or asset in a manner determined in good faith by the Sub-Advisor to
reflect its then fair market value; (ii) statements evidencing any purchases and
sales as soon as practicable after such transaction has taken place, and (iii) a
quarterly review of the assets under management.

3. Expenses. During the term of this Agreement, the Sub-Advisor will
pay all expenses incurred by it, its staff and their activities, in connection
with its portfolio management activities under this Agreement. The Sub-Advisor
shall not be responsible for any expense incurred by the Advisor or the Fund,
except as provided in Section 6 below.

4. Compensation. For the services provided to the California Tax-Free
Series, the Advisor will pay the Sub-Advisor the fees as set forth in Appendix A
hereto at the times set forth in Appendix A hereto.
<PAGE>
5. Books and Records; Custody.

(a) In compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Sub-Advisor hereby agrees that all records which it maintains
for the California Tax-Free Series are the property of the Fund and further
agrees to surrender promptly to the Fund any of such records upon the Fund's
request. The Sub-Advisor further agrees to preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule
31a-1 under the 1940 Act and to preserve the records required by Rule 204-2
under the Advisers Act for the period specified in the Rule.

(b) Title to all investments shall be made in the name of the
Fund, provided that for convenience in buying, selling, and exchanging
securities (stocks, bonds, commercial paper, etc.), title to such securities may
be held in the name of the Fund's custodian bank, or its nominee. The Fund shall
advise the Sub-Advisor of the identity of its custodian bank and shall give the
Sub-Advisor 15 days' written notice of any changes in such custody arrangements.

Neither the Sub-Advisor, nor any parent, subsidiary or related
firm, shall take possession of or handle any cash, securities, mortgages or
deeds of trust, or other indicia of ownership of the Fund's investments, or
otherwise act as custodian of such investments. All cash and the indicia of
ownership of all other investments shall be held by the Fund's custodian bank.

The Fund shall instruct its custodian bank to (a) carry out
all investment instructions as may be directed by the Sub-Advisor with respect
thereto (which may be orally given if confirmed in writing); and (b) provide the
Sub-Advisor with all operational information necessary for the Sub-Advisor to
trade on behalf of the Fund.

6. Indemnification. The Sub-Advisor agrees to indemnify and hold
harmless the Advisor, the Fund, any affiliated person within the meaning of
Section 2(a)(3) of the 1940 Act ("affiliated person") of the Advisor or the Fund
(other than the Sub-Advisor) and each person, if any, who, within the meaning of
Section 15 of the Securities Act of 1933 (the "1933 Act"), controls
("controlling person") the Advisor or the Fund against any and all losses,
claims, damages, liabilities or litigation (including reasonable legal and other
expenses) to which the Advisor, the Fund or such affiliated person or
controlling person may become subject under the 1933 Act, 1940 Act, the Advisers
Act, or under any other statute, at common law or otherwise, which (1) may be
based upon any wrongful act or omission by the Sub-Advisor, any of its employees
or representatives or any affiliate of or any person acting on behalf of the
Sub-Advisor or (2) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or prospectus
covering the shares of the Fund or any amendment thereof or any supplement
thereto or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, if such a statement or omission was made in reliance upon
information furnished to the Fund or any affiliated person of the Fund by the
Sub-Advisor or any affiliated person of the Sub-Advisor; provided, however, that
in no case is the Sub-Advisor's indemnity in favor of

-3-
<PAGE>
the Advisor or the Fund or any affiliated person or controlling person of the
Advisor or the Fund deemed to protect such person against any liability to which
any such person would otherwise be subject by reason of willful misfeasance, bad
faith or negligence in the performance of his or its duties or by reason of his
or its reckless disregard of obligations and duties under this Agreement or
under any law.

The Fund agrees not to hold the Sub-Advisor or any of its
officers or employees liable for, and to indemnify and hold harmless, the
Sub-Advisor and its directors, officers, employees, affiliated persons and
controlling persons ("Indemnified Parties") against, any act or omission of any
other Sub-Advisor providing investment management services to the Fund, and
against any costs and liabilities the Indemnified Parties may incur as a result
of a claim against the Indemnified Parties regarding actions taken in good faith
exercise of their powers and responsibilities hereunder excepting matters as to
which the Indemnified Parties have been grossly negligent, engaged in willful
misfeasance, bad faith, reckless disregard of the obligations and duties under
this Agreement or have been in violation of applicable law or regulations.

7. Other Investment Activities of Sub-Advisor. The Fund and Advisor
acknowledge that the Sub-Advisor may have investment responsibilities or render
investment advice to, or perform other investment advisory services for, other
individuals or entities ("Affiliated Accounts"). It is also understood that the
services of the Sub-Advisor provide a competitive advantage to the Fund and the
Advisor, and the Sub-Advisor agrees that it will not provide investment advisory
or Sub-Advisory services to any other United States, publicly offered, SEC
registered investment company with investment objectives and policies similar to
those of the California Tax-Free Series for the duration of this agreement.
Subject to the provisions of paragraph 2 hereof, the Fund agrees that the
Sub-Advisor may give advice or exercise investment responsibility and take other
action with respect to other Affiliated Accounts which may differ from advice
given or the timing or nature of action taken with respect to the California
Tax-Free Series; provided that the Sub-Advisor acts in good faith, and provided
further that it is the Sub-Advisor's policy to allocate, within its reasonable
discretion, investment opportunities to the California Tax-Free Series over a
period of time on a fair and equitable basis relative to the Affiliated
Accounts, taking into account the investment objectives and policies of the
California Tax-Free Series and any specific investment restrictions applicable
thereto. The Fund acknowledges that one or more of the Affiliated Accounts may
at any time hold, acquire, increase, decrease, dispose of or otherwise deal with
positions in investments in which the California Tax-Free Series may have an
interest from time to time, whether in transactions which may involve the
California Tax-Free Series or otherwise. The Sub-Advisor shall have no
obligation to acquire for the California Tax-Free Series a position in any
investment which any Affiliated Account may acquire, and the Fund shall have no
first refusal, co-investment or other rights in respect of any such investment
either for the California Tax-Free Series or otherwise.

8. (a) Duration. This Agreement shall become effective on the date
hereof. Unless terminated as herein provided, this Agreement shall remain in
full force and effective for a period of two years from the date of this
Agreement, and shall continue in full force and effect for periods of one year
thereafter so long as such continuance is approved at least annually (i) by
either the Board of Directors of the Fund or by a vote of a majority (as defined
in the 1940 Act) of the outstanding voting securities of the California Tax-Free
Series, and (ii) by the Advisor,

-4-
<PAGE>
and (iii) by the vote of a majority of the Board of Directors of the Fund who
are not parties to this 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.

(b) Termination. This Agreement may be terminated at any time,
without payment of any penalty, by the Board of Directors of the Fund or by the
vote of a majority (as defined in the 1940 Act) of the outstanding voting
securities of the California Tax-Free Series, or by the Advisor, on thirty (30)
days' written notice to the Sub-Advisor, or by the Sub-Advisor on like notice to
the Board of Directors of the Fund and to the Advisor. Payment of fees earned
through the date of termination shall not be construed as a penalty.

9. Amendments. No provision of this agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought and no amendment of this Agreement shall be effective
until approved by a vote of a majority of the outstanding voting securities of
the California Tax-Free Series, if such approval is required by applicable law.

10. Miscellaneous.

(a) This Agreement shall be governed by the laws of the State
of California, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC
thereunder.

(b) The captions of this Agreement are included for
convenience only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.

(c) If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the provisions of
this Agreement shall be deemed to be severable.

(d) Nothing herein shall be construed as constituting the
Sub-Advisor as an agent of the Fund or the Advisor.

(e) This Agreement supersedes any prior agreement relating to
the subject matter hereof between the parties.

(f) This Agreement may be executed in counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered, shall be deemed an original and all of which
counterparts shall constitute but one and the same agreement.

11. Use of Name. It is understood that the name "Rayner Associates,
Inc." or the name of any of its affiliates, or any derivative associated with
those names, are the valuable property of the Sub-Advisor and its affiliates and
that the Fund and/or the Fund's distributor have the right to

-5-
<PAGE>
use such name(s) or derivative(s) in offering materials and sales literature of
the Fund so long as this Agreement is in effect. Upon termination of the
Agreement the Fund shall forthwith cease to use such name(s) or derivative(s).

12. Receipt of Brochure. The Advisor and the Fund have received from
Rayner Associates, Inc. the disclosure statement or "brochure" required to be
delivered pursuant to Rule 204-3 of the Advisers Act, which disclosure statement
or brochure was received by the Advisor and the Fund more than 48 hours prior to
entering into this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first above written.

RAYNER ASSOCIATES, INC.

By:____________________________

Title:_________________________

FREMONT INVESTMENT ADVISORS, INC.

By:____________________________

Title:_________________________

FREMONT MUTUAL FUNDS, INC.

By:____________________________

Title:_________________________

-6-
<PAGE>
APPENDIX A

TO PORTFOLIO MANAGEMENT AGREEMENT

Rayner Associates, Inc.
Sub-Advisor to the Fremont California Intermediate Tax-Free Fund

SCHEDULE OF FEES

Fremont Investment Advisors, Inc. will pay to Rayner Associates, Inc. a fee
computed at the annual rate of 0.20% (20 basis points) of the average value of
the daily assets of the California Intermediate Tax-Free Fund under management
by Rayner Associates, Inc. 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 California Tax-Free Series' assets under management
by the Sub-Advisor.

Fees will be billed after the end of each calendar month. Fees will be prorated
for any period less than one month and shall be due and payable within thirty
(30) days after an invoice has been delivered to the Advisor.

-1-
<PAGE>
APPENDIX B

TO PORTFOLIO MANAGEMENT AGREEMENT

Rayner Associates, Inc.
Sub-Advisor to the Fremont California Intermediate Tax-Free Fund

INVESTMENT OBJECTIVES AND GUIDELINES

Overall Investment Objective:

The objective of the Fremont California Intermediate Tax-Free Fund is to obtain
as high a level of interest income exempt from federal income tax and California
personal income tax as is consistent with prudent investment management. The
California Tax-Free Series seeks to achieve its objective by investing in debt
securities, the interest income from which is not includable in gross income for
federal income tax purposes ("exempt from federal income tax") and is exempt
from California personal income taxes.

Policy and Guidelines for Sub-Advisor:

The Sub-Advisor will adhere to the Investment Objective and to policies in the
Fremont California Intermediate Tax-Free Fund prospectus and Statement of
Additional Information.

Performance Objective for Sub-Advisor:

The Sub-Advisor is expected to achieve a competitive rate of return over a 3 to
5 year time horizon and/or a complete market cycle, relative to other California
Intermediate Tax-Free Funds as compiled by Lipper Analytical Services and/or
Morningstar. A competitive rate of return is defined as fund performance in the
top one-third of such funds. Performance may be compared to other investments or
indices of comparable quality as outlined in the Statement of Additional
Information.

-2-