As filed with the Securities and Exchange Commission on December 11, 2000
Registration No. 33-23453
File No. 811-5632
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 37
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 40
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)
[X] On December 19, 2000, pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On __(date)____, pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On __(date)____, pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[X] this post-effective amendment designates a new effective date for a
previously file post-effective amendment.
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<PAGE>
As filed with the Securities and Exchange Commission on December 11, 2000
Registration No. 33-23453
File No. 811-5632
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Part A
of
Form N-1A
REGISTRATION STATEMENT
FREMONT MUTUAL FUNDS, INC.
Fremont New Economy Value Fund
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<PAGE>
Part A. The Registrant has filed the information required in the prospectus in
Post-Effective Amendment No. 36 to its Registration Statement on Form N1-A on
September 28, 2000 and is hereby incorporated by reference. The Registrant has
not amended its prospectus.
<PAGE>
As filed with the Securities and Exchange Commission on December 11, 2000
Registration No. 33-23453
File No. 811-5632
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Part B
of
Form N-1A
COMBINED REGISTRATION STATEMENT
FREMONT MUTUAL FUNDS, INC.
Fremont New Economy Value Fund
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<PAGE>
Part B. The Registrant has filed the information required in the Statement Of
Additional Information in Post-Effective Amendment No. 36 to its Registration
Statement on Form N1-A on September 28, 2000 and is hereby incorporated by
reference. The Registrant has not amended its Statement of Additional
Information.
<PAGE>
As filed with the Securities and Exchange Commission on December 11, 2000
Registration No. 33-23453
File No. 811-5632
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Part C
of
Form N-1A
COMBINED REGISTRATION STATEMENT
FREMONT MUTUAL FUNDS, INC.
Fremont New Economy Value Fund
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<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)
<PAGE>
(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)
(l3) Articles Supplementary relating to shares of the Fremont New
Economy Value Fund - to be filed
(b) Bylaws -- on file (File No. 811-5632 under Post- Effective Amendment
No. 21 filed January 20, 1996)
(c) Instruments Defining Rights of Security Holder -Not Applicable
(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)
<PAGE>
(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)
(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. 811-5632 Under 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 - on file (File No. 811-5632 Under Post-Effective
Amendment No. 33 file December 15, 1998)
(18) Contractual Expense Limitation Agreement between Fremont
Investment Advisors and each of the Fremont Mutual Funds - (File
No. 811-5632 under Post-Effective Amendment No. 34, filed March
1, 1999)
<PAGE>
(19) Investment Advisory and Administrative Services Agreement
relating to Fremont New Economy Value Fund - (File No. 811-5632
under Post-Effective Amendment No. 36 filed on September 28,
2000)
(20) Contractual Expense Limitation Agreement between Fremont
Investment Advisors and Fremont Mutual Funds on behalf Fremont
New Economy Value Fund - (File No. 811-5632
under Post-Effective Amendment No. 36 filed on September 28,
2000)
(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 - on
file (File No. 811-5632 under Post-Effective Amendment No. 34
filed March 1, 1999)
(3) Custody Agreement with State Street Bank and Trust Company - on
file (File No. 811-5632 under Post-Effective Amendment No. 35
filed February 10, 2000)
(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)
(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)
<PAGE>
(6) Sub-Transfer Agency Agreement with National Financial Data
Services, Inc. -- on file (File No. 811-5632 Under Post-Effective
Amendment No. 31 file March 2, 1998)
(7) Transfer Agency Agreement with National Financial Data Services,
Inc. - to be filed
(8) Investment Accounting Agreement with State Street Bank and Trust
Company - on file (File No. 811-5632 under Post-Effective
Amendment No. 35 filed February 10, 2000)
(i) Opinion of Counsel
(1) Opinion and Consent of Counsel - on file (File No. 811-5632 under
Post-Effective Amendment No. 35 filed February 10, 2000)
(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)
(6) New Economy Value Fund - to be filed
(j) Independent Auditors' Consent - 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)
(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)
<PAGE>
(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. - No Longer Applicable.
(o) 18f-3 Plan - Not Applicable.
(p) Code of Ethics - to be filed with next Amendment
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
<PAGE>
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.
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 801-54766
Pacific Investment Management Company 801-48187
CMG First State (Hong Kong) LLC
Kensington Investment Group 801-44964
Capital Guardian Trust Company
Mellon Capital Management Corporation
SIT Investment Associates, Inc.
Rayner Associates 801-13556
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 Investment Trust
Builders Fixed Income Fund, Inc.
Guinness Flight Investment Funds
Fleming Mutual Fund Group, Inc.
Fremont Mutual Funds
Investors Research Fund, Inc.
Jurika & Voyles Mutual Funds
Kayne Anderson Mutual Funds
Masters' Select Funds Trust
O'Shaughnessy Funds, Inc.
PIC Investment Trust
Purisima Funds
Professionally Managed Portfolios
Rainier Investment Management Mutual Funds
Brandes Investment Funds
RNC Mutual Fund Group, Inc.
Trust For Investment Managers
Dessauer Global Equity Fund
<PAGE>
(b) The following information is furnished with respect to the officers of
First Fund Distributors, Inc.:
Name and Principal Position and Offices with Positions and Offices
Business Address* First Fund Distributors, Inc. with Registrant
----------------- ----------------------------- ---------------------
Robert H. Wadsworth President and Treasurer None
Steven J. Paggioli Vice President and Secretary Assistant Secretary
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.
(c) The distributor receives and annual fee of $50,000 per year.
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' Transfer Agent, National Financial Data
Services, Inc., and by the Custodian and Fund Accountants, Investors
Fiduciary 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.
<PAGE>
(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 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 (certified that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and 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 8th day of December 2000.
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 8, 2000.
PRINCIPAL EXECUTIVE OFFICER:
/s/ DAVID L. REDO
-----------------------------------
David L. Redo Chairman
PRINCIPAL ACCOUNTING OFFICER:
/s/ JACK GEE
-----------------------------------
Jack Gee Vice President and Chief
Financial Officer
<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/ KIMUN LEE* Director
-----------------------------------
Kimun Lee
/s/ CHRISTINE D. TIMMERMAN* Director
-----------------------------------
Christine D Timmerman
/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 and filed herewith)
