FREMONT MUTUAL FUNDS INC
497, 1999-01-26
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                              FREMONT MUTUAL FUNDS

- --------------------------------------------------------------------------------
       Supplement dated January 20, 1999 to Prospectus dated March 1, 1998
                           (as amended June 29, 1998)
- --------------------------------------------------------------------------------

FREMONT SELECT FUND 

     The Fremont  Select Fund is  expected  to be  reorganized  into the Fremont
Global Fund during the second  quarter of 1999.  Following  the  reorganization,
shareholders  of the Select Fund would become  shareholders  of the Global Fund.
The Select Fund would then cease  operations.  The  reorganization is subject to
the approval by the shareholders of the Select Fund. Proxy materials  containing
detailed  information and seeking approval of the reorganization will be sent to
those shareholders. The Select Fund is no longer accepting new investments.

     Effective January 4, 1999, the Advisor's U.S. Equity Committee assumed full
responsibility for managing this Fund. The chairman of the U.S. Equity Committee
is Peter F. Landini. For a discussion of the business experience of Mr. Landini,
please  refer to the section of the  Prospectus  concerning  the Advisor and the
Global Fund (page 13).

     As of  August  1,  1998,  the  following  changes  have  been  made  to the
management structure within Fremont Investment Advisors, Inc. (the "Advisor"):

FREMONT GLOBAL FUND 

     Peter  F.  Landini  has  passed  the  Chairmanship  of  the  Fremont  Asset
Allocation Committee,  which oversees the management of the Fremont Global Fund,
onto Albert W. Kirschbaum. Mr. Landini will remain on the committee as a member.

FREMONT GROWTH FUND 

     The  Fremont  Growth  Fund's  objective  has not  changed.  The Advisor has
developed a new  strategy to achieve the Fund's  objective,  which is to provide
growth of capital over the long term. The securities in the Fund's portfolio are
selected  mainly  from a universe  of the 2,000  largest  publicly  traded  U.S.
corporations.  Central  to the  strategy  is the use of a  computer  model  that
emphasizes  stocks with  characteristics  which are  believed  to enhance  total
return.  These  characteristics  include above average  expectations  for future
earnings and reasonable pricing.

     The portfolio management team for the Fremont Growth Fund will be led by W.
Kent Copa and will include Debra L. McNeill and Peter F. Landini.

FREMONT CALIFORNIA INTERMEDIATE TAX-FREE FUND

     The Board of Directors  of Fremont  Mutual  Funds,  Inc. has approved a new
sub-advisor  for the Fremont  California  Intermediate  Tax-Free  Fund.  The new
sub-advisor is Rayner Associates, Inc. ("Rayner"),  located at 655 Redwood Hwy.,
Suite 370, Mill Valley, California.

     Rayner is an independent,  California-registered investment advisor founded
in 1977. Its principal  business is providing  investment  management  services,
managing over $200 million in investment  securities and administering  over 130
institutional and individual  accounts.  The firm's principal executive officers
are Arno A. Rayner,  president,  and William C. Williams,  vice  president.  Mr.
Rayner and Mr.  Williams  have been with Rayner since  inception,  and September
1989, respectively.

                                                                          (over)
<PAGE>

FREMONT CALIFORNIA INTERMEDIATE TAX-FREE FUND (Cont.)

     Rayner concentrates on acquiring  investment grade municipal bonds that are
attractively  priced.  To enhance  returns,  they  analyze  changes in the yield
curve,  identify bonds that may be upgraded by the rating agencies and watch for
undervalued sectors in the market.

     As  compensation  for its  services,  the  Advisor  (not the Fund) pays the
Sub-Advisor  an annual fee equal to 0.20% of the Fund's average daily net assets
managed  by the  Sub-Advisor.  The  Advisor  reserves  day-to-day  authority  to
increase or decrease the amount of Fund's assets managed by Rayner.

OTHER CHANGES 

     As of June 22,  1998,  Investors  Fiduciary  Trust  Company  ("IFTC"),  801
Pennsylvania,  Kansas City,  Missouri,  64105,  is the new custodian for Fremont
Mutual Funds, Inc.

     National  Financial  Data  Services  ("NFDS") has moved to a new  location.
Their street address is now 330 W. 9th Street, Kansas City, Missouri, 64105. The
P.O. Box address  listed on the "Telephone  Numbers and  Addresses"  page of the
Prospectus is still in effect for transactions by mail.

     NFDS had served as the Funds' Transfer Agent through a sub-delegation  from
Fremont Investment Advisors, Inc. by way of State Street Bank and Trust Company.
Effective  October 5, 1998,  NFDS serves as the Funds'  Transfer Agent directly.
This change in status will not affect any of the  procedures  currently in place
relating to purchases,  redemptions,  exchanges,  shareholder  communications or
other shareholder services.

     Fremont  Mutual  Funds,  Inc.  and  the  Advisor  have  received  from  the
Securities  and Exchange  Commission  an order (the "SEC Order")  exempting  the
Funds in the  future  from the  provisions  of the  1940  Act that  require  the
shareholders of the Funds to approve the Funds'  sub-advisory  agreement(s)  and
any  amendments  thereto.  The  SEC  Order  permits  the  Advisor  to  hire  new
sub-advisors,   terminate  sub-advisors,   rehire  existing  sub-advisors  whose
agreements have been assigned (and, thus, automatically terminated),  and modify
sub-advisory   agreements  without  the  prior  approval  of  shareholders.   By
eliminating shareholder approval in these matters, the Advisor will have greater
flexibility  in  managing   sub-advisors,   and   shareholders   will  save  the
considerable  expense  involved in holding  shareholder  meetings and soliciting
proxies. The Advisor may in its discretion manage all or a portion of the Funds'
portfolios with or without the use of sub-advisors.

                                                                       P042-9901



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