FREMONT MUTUAL FUNDS INC, 485BPOS, EX-99.P.1, 2000-12-19

FREMONT MUTUAL FUNDS INC
485BPOS, EX-99.P.1, 2000-12-19

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Exhibit P(1)

FREMONT INVESTMENT ADVISORS, INC.
AND
FREMONT MUTUAL FUNDS, INC.

CODE OF ETHICS

CERTIFICATE OF COMPLIANCE
AMENDED JUNE 15, 2000.

This Code of Ethics, (the "Code") has been adopted by Fremont Investment
Advisors, Inc. ("FIA" or "Advisor") and Fremont Mutual Funds, Inc. (the "Funds")
primarily for the purpose of providing rules for employees with respect to their
personal securities transactions. FIA and the Funds are each required to adopt a
code of ethics in accordance with Rule 17j-1 under the Investment Company Act of
1940 (the "1940 Act").

I have read and agree to comply with the Code of Ethics of Fremont
Investment Advisors, Inc., and Fremont Mutual Funds, Inc.

_________________________________________
Print Name

_________________________________________
Signature

_________________________________________
Date
<PAGE>
FREMONT INVESTMENT ADVISORS, INC.
AND
FREMONT MUTUAL FUNDS, INC.

CODE OF ETHICS
AMENDED JUNE 15, 2000

I. INTRODUCTION

This Code of Ethics (the "Code") has been adopted by Fremont Investment
Advisors, Inc. ("FIA" or "Advisor") and Fremont Mutual Funds, Inc. (the "Funds")
primarily for the purpose of providing rules for employees with respect to their
personal securities transactions. FIA and the Funds are each required to adopt a
code of ethics in accordance with Rule 17j-1 under the Investment Company Act of
1940 (the "1940 Act").

FIA is also a registered investment Advisor under the Investment Advisers
Act of 1940 (the "Advisers Act"), and as such, FIA and its employees are subject
to certain standards of conduct with respect to activities relating to all of
FIA's advisory clients. In addition, FIA is required to make and keep accurate
and current records of securities transactions in which the Advisor, its
officers and directors, and certain employees and other related persons have a
beneficial interest. The reports pursuant to this Code will enable FIA to
fulfill this requirement.

II. BACKGROUND

The investment management industry is closely regulated under the
provisions of the Advisers Act and the 1940 Act, and by the regulations and
interpretations of the Securities and Exchange Commission (the "SEC") under
those statutes. Transactions in securities are also governed by the provisions
of the Securities Act of 1933 (the "Securities Act"), and the Securities
Exchange Act of 1934 (the "Exchange Act") as well as by state laws. The rules of
conduct set forth in this Code are based in large part on rules of law and legal
concepts developed under those statutes. These legal concepts do not remain
static, and further developments of the law in these areas may be expected. In
1994, the Code was updated to conform with an extensive set of recommendations
developed by the Investment Company Institute. These additional measures, while
not mandated by law, are considered industry standards. They were developed in
an effort to self-regulate and preserve investors' confidence that their
interests are placed ahead of our own personal trading activities. Employees of
FIA should conduct business so as to avoid not only any violation of law, but
also any appearance of violation or grounds for criticism.

III. SCOPE OF THE CODE OF ETHICS

The Code covers two general topic areas. First, it includes some broad
prohibitions against fraudulent conduct in connection with the Funds or other
clients of FIA. Because fraudulent conduct can take many forms as noted above,
the Code cannot reasonably contain an all-inclusive list of actions or
omissions.

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Second, the Code includes specific rules, restrictions and reporting
obligations with respect to personal securities transactions. These restrictions
have been adopted for the purpose of better avoiding any conflicts of interest,
or any appearances of conflicts of interest, between the securities trading
which FIA undertakes on behalf of the Funds and other clients and personal
securities trading by the employees of FIA and other persons subject to this
Code. The rules are intended to better assure that trading on behalf of clients
is given priority over trading for personal accounts, and that trading for
personal accounts does not take place at a time which could adversely affect the
trading for clients. These rules are also intended to prevent FIA personnel from
misusing material, non-public information concerning issuers or securities. This
misuse might, for example, take the form of either personal securities trading
or "tipping" other persons concerning the material, non-public information.

As required by the 1940 Act and the Advisers Act, most persons covered by
this Code are also required to file with FIA quarterly reports of their personal
securities transactions. These reports will be reviewed by the Compliance
Officer at FIA to determine whether the information suggests any possible
violation of this Code. These reports also are reviewed by the staff of the SEC
when the SEC undertakes compliance examinations of FIA. In addition to serving
the purpose of compliance with this Code, the reporting requirements serve to
create greater consciousness of possible conflicts and, at the same time,
provide a means to detect and correct possible problems. The reporting system is
an essential part of this Code and must be strictly adhered to, without
exception.

IV. WHO IS SUBJECT TO THIS CODE OF ETHICS?

All employees of FIA (including directors other than the non-interested
directors of the Funds) are subject to this Code.

Rule 17j-1 under the 1940 Act requires that a Code of Ethics be established
to govern certain activities of directors, officers and employees of an
investment company and its Advisor. These persons are referred to in this Code
as "Access Persons". For purposes of this Code, all employees of FIA are Access
Persons. Among other matters, Access Persons must submit to their employers
quarterly reports of personal securities trading.

Separately, the Advisers Act requires under Rule 204-2 that "Advisory
Representatives" of an advisor file quarterly reports of personal trading
activity. Further, Section 204A of the Advisers Act requires investment Advisors
to adopt, maintain and enforce policies reasonably designed, considering the
nature of the Advisor's business, to prevent the misuse of material, non-public
information or violation of the Advisers Act, the Exchange Act and the Rules
thereunder by any person associated with the Advisor. "Access Persons" and
"Advisory Representatives" for the purposes of this Code of Ethics are the same.

V. LEGAL CONCEPTS

Important legal concepts under which the Advisor and the Funds conduct
their businesses are described below.

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A. FIDUCIARY DUTY. Investment advisors owe a fiduciary duty to their
clients. This means a duty of loyalty, fairness and good faith toward
clients, and a corresponding duty on the part of the advisor not to do
anything prejudicial to or in conflict with the interests of clients.
This is a higher standard than that applicable to ordinary arm's
length business transactions between persons who do not owe a
fiduciary duty to the other parties. Fiduciary principles reflect the
following: (1) the duty at all times to place the interests of FIA's
clients and the Funds' shareholders first; (2) the requirement that
all personal securities transactions be conducted consistent with the
Code of Ethics and in such a manner as to avoid any actual or
potential conflict of interest or any abuse of an individual's
position of trust and responsibility; and (3) the fundamental standard
that investment company personnel should not take inappropriate
advantage of their positions.

B. FRAUD AND DECEIT; INSIDE INFORMATION. The various securities laws
contain broad provisions prohibiting fraud or deceit or "any
manipulative or deceptive device or contrivance" in connection with
securities transactions and giving of investment advice. It is under
these broad general provisions that the SEC and private individuals
have successfully brought many of the important cases in the
securities field that have received so much publicity in recent years,
including cases on improper use of material, non-public ("inside")
information (as defined below). The Advisers Act requires investment
advisors to adopt, maintain and enforce written policies and
procedures reasonably designed, taking into consideration the nature
of their business, to prevent misuse of material non-public
information in violation of the Advisor's Act, the Exchange Act and
regulations thereunder by the advisor and its associated persons. The
policies and procedures in this Code are intended to meet this
requirement. Fund employees and other participants in securities
market activity are also prohibited from trading securities on the
basis of, or tipping others about, inside information. Also care must
always be taken to avoid market manipulation, which is strictly
prohibited by law. In addition to this Code, Fremont Group has put
into effect policies and procedures, to which all FIA and Fund
personnel are subject, reasonably designed to prevent the misuse of
material non-public information.

C. UNDERWRITING. Although not discussed elsewhere in this Code, Access
Persons should be extremely careful not to engage in any activities,
particularly in connection with new offerings, that could be construed
as participating as an underwriter in violation of the Securities Act.

These general prohibitions are basically the same as those in the
federal securities laws, and are intended to reflect the expansive and
flexible nature of the restrictions which are applicable to the
activities of the Advisor and the Funds.

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VI. ENFORCEMENT OF THE CODE.

The enforcement of these rules and procedures is the responsibility of
FIA's Compliance Officer. As this Code emphasizes, personal trading must always
be carried on in good judgment and good faith. It is obvious that all possible
situations cannot be covered by this Code and that under special circumstances,
exceptions may occasionally be appropriate. Any Access Person contemplating a
transaction, or anyone who has any other question as to any part of this Code or
FIA's policy should consult with the Compliance Officer. If the Compliance
Officer is absent or unavailable, contact the Assistant Compliance Officer, or a
senior manager at FIA for assistance in this regard.

A. REPORTING. This Code of Ethics includes requirements for an initial
certification of securities holdings at the time of hire, pre-approval
of personal securities trades, informing the Compliance Officer of
pre-approved trades that are not executed [exception for limit orders,
see Section X (A.)(a)], quarterly reports of personal securities
transactions, and an annual certification of all personal securities
holdings. Late reports, unreported transactions, unapproved
transactions and repeated violations of the Code of Ethics are all
bases upon which sanctions may be imposed as generally described
below. All violations of this Code will be reported to the President
and a violation notice will be kept in the employee's personnel file.
Refer to Section XI: Reporting and Certification.

B. CODE VIOLATIONS. A person charged with a violation of this Code will
have the opportunity to meet with the Compliance Officer, at which
time such person shall have the opportunity, orally or in writing, to
deny any and all charges, set forth mitigating circumstances, and set
forth reasons why the sanctions for any violations should not be
severe. The Counsel to the Advisor and to the Funds shall be advised
promptly of the initiation and outcome of any enforcement actions
hereunder.

C. SANCTIONS. Upon determining that a material violation of this Code of
Ethics has occurred, FIA or the Funds, as the case may be, may impose
such sanctions as it deems appropriate, including, among other
matters, a letter of censure or suspension or termination of the
employment of the violator, and disgorgement of profits on any
transaction in violation of this Code of Ethics. All material
violations of this Code of Ethics and any sanctions imposed with
respect thereto will be reported periodically to the board of
directors of the Funds.

Careful adherence to this Code is one of the basic conditions of
employment by FIA and the Funds. As noted at the beginning of this
Code, and in this section, an Access Person is liable to be subject to
sanctions for conduct inconsistent with this Code.

In addition, as pointed out in section II entitled "Background",
certain violations of this Code (including the late filing of
quarterly reports) may also involve violation of laws, with the
possibility of civil and/or criminal penalties.

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D. PENALTIES. Under the various federal securities statutes,
penalties that may be imposed for insider trading or other
violations include civil liability for damages, temporary
suspension or permanent prohibition from engaging in various
aspects of the securities or investment advisory businesses and
criminal penalties. Among other matters, penalties for insider
trading and misuse of material, non-public information include
civil injunctions, treble damages, disgorgement of profits, jail
sentences, fines for the person who committed the violation of up
to three times the profit gained or loss avoided whether or not
the person actually benefited and fines for the controlling
person of the violator, which may include an employer, of up to
$1 million or three times the amount of the profit gained or loss
avoided.

Under certain circumstances, profits received by an Access Person
in connection with unapproved transactions may have to be
disgorged and paid over to the Funds.

VII. DEFINITIONS.

A. "ACCESS PERSON" and "ADVISORY REPRESENTATIVE": All of the
employees of FIA are considered "Access Persons" and "Advisory
Representatives" with respect to this Code of Ethics and in
connection with the reporting of personal securities
transactions. FIA believes that this universal coverage is
appropriate given the subject matter of the Code of Ethics and
the fact that it does not represent an unreasonable burden upon
the employees of FIA. (1940 Act, Rule 17j-1; Advisers Act, Rule
204-2).

B. "AFFILIATED PERSON" (1940 Act, Section 2(a)(3)) means:

(a) any person directly or indirectly owning, controlling,
or holding with power to vote, 5% or more of the outstanding
voting securities of such other person;

(b) any person 5% or more of whose outstanding voting
securities are directly or indirectly owned, controlled, or held
with power to vote, by such other person;

(d) any officer, director, partner, co-partner or employee
of such other person.

C. "ASSOCIATED PERSON" means any officer or director of FIA (or any
person occupying a similar status of performing similar
functions), any person directly or indirectly controlling,
controlled by, or under common control with FIA, or any employee
thereof. (Advisers Act, Section 202(a)(17))

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D. "BENEFICIAL OWNERSHIP" In general, a person is considered to have
"beneficial ownership" of securities when that person (a) has the
power to dispose of or to vote such securities, and (b) when that
person has a pecuniary (i.e., economic) interest in the
securities. Beneficial Ownership shall be interpreted in the same
manner as it would be in determining whether a person is subject
to the provisions of Section 16 of the Exchange Act.

E. "DIRECT OR INDIRECT BENEFICIAL OWNERSHIP" This Code of Ethics
extends to the ownership of and transactions in securities either
by the Access Person for his or her own account, or for the
account of a member of his or her family, or for any account in
which such Access Person or a member of his or her family may
have an interest, including IRAs, partnerships, trusts, etc.
Consult the compliance department for clarification as necessary.

F. "CONTROL" means the power to exercise a controlling influence
over the management or policies of a company, unless such power
is solely the result of an official position with such company.
Any person who owns beneficially, either directly or through one
or more controlled companies, more than 25% of the voting
securities of a company is presumed to control such company.
(Section 2(a)(9) of the 1940 Act)

G. "SECURITY" OR "SECURITY" shall have the meaning set forth in
Section 2(a)(36) of the 1940 Act. Security does not include
futures contracts or options on futures contracts (provided these
instruments are not used to indirectly acquire an interest which
would be prohibited under this Code) but the purchase and sale of
such instruments are nevertheless subject to the reporting
requirements of this Code. For purposes hereof, "futures" are
futures on securities or securities indexes; "options" on future
contracts are options (puts or calls) on futures on securities or
securities indexes.

H. "PURCHASE OR SALE OF A SECURITY" includes, among other acts, the
writing or acquisition of an option to purchase or sell a
Security.

I. "INSIDER" means an Associated Person of FIA, or any Affiliated
Person thereof, or any member of his or her immediate family.
Additionally, a person is deemed an "Insider" if he enters into a
special confidential relationship in the conduct of the affairs
of FIA or the Funds, or any Affiliated Person thereof, and as a
result is given access to material, non-public information.
Examples of such insiders include accountants, consultants,
advisors, attorneys, bank lending officers, and the employees of
such organizations.

J. "INSIDER TRADING" for purposes of this Code of Ethics means the
use of material, non-public information to trade in a security
(whether or not one is an Insider) or the communication of
material, non-public information to others (other than as
required by performance of a person's duties). While the meaning
of the term is not static, "Insider Trading" generally includes:

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(a) trading in a Security by an Insider, while in
possession of material, non-public information;

(b) trading in a Security by a person who is not an
Insider, while in possession of material, non-public
information, where the information either was disclosed to
such person in violation of an Insider's duty to keep it
confidential or was misappropriated; and

(c) communicating material, non-public information to
any person, who then trades in a Security while in
possession of such information.

K. "MATERIAL INFORMATION" means information for which there is a
substantial likelihood that a reasonable investor would consider
it important in making investment decisions, or information that
is reasonably certain to have a substantial effect on the price
of a company's securities. Examples of material information
include information regarding dividend changes, earnings
estimates, changes in previously released earnings estimates,
significant merger or acquisition proposals of agreements, major
litigation, liquidation problems, and extraordinary management
developments. Such examples are only illustrative and not all
inclusive.

L. "MEMBER OF IMMEDIATE FAMILY" means a person's spouse, children
under the age of twenty-five years residing with such person, and
any trust or estate in which such person or any other member of
his immediate family has a substantial beneficial interest,
unless neither such person nor any other member of his immediate
family is able to control or participate in the investment
decisions of such trust or estate.

M. "NON-PUBLIC INFORMATION" means information that has not been
effectively communicated to the market place.

N. "RESTRICTED SECURITY" means any Security which:

(a) is held by the Funds or other clients of FIA, or

(b) is being considered by the Funds or other clients of the
Advisor for purchase on behalf of the Funds or other clients.

VIII. GENERAL RESTRICTIONS

A. RESTRICTIONS UNDER RULE 17J-L(A) OF THE 1940 ACT

No Access Person may:

(a) employ any device, scheme or artifice to defraud the
shareholders of the Funds or other clients of FIA;

(b) make to the shareholders of the Funds or other clients of FIA
any untrue statement of a material fact or omit to state to the
shareholders of the Funds or such

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client a material fact necessary in order to make the statements made
in light of the circumstances under which they are made, not
misleading;

(c) engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon the Funds or other
clients of FIA; or

(d) engage in any manipulative practice with respect to the Funds
or other clients of FIA.

Any violation of the above shall be considered a violation of this
Code.

B. MAINTAINING CONFIDENTIALITY. No Access Person may disclose
information about actual purchase or sale decisions, contemplated
purchases or sales, or other transactions under consideration for
the Funds or the Advisor, whether or not actually executed.
Research information on portfolio companies must not be divulged
to persons outside of the firm. In addition, information about
clients is confidential and must not be disclosed. Access Persons
must use care in keeping information confidential. Any violation
of these confidentiality requirements shall be a violation of
this Code.

C. USE OF NON-PUBLIC INFORMATION. The following issues should be
kept in mind when considering material, non-public information:

(1) SECURITY. An Insider shall use due care to ensure that
material, non-public information remains secure. For example,
files containing material, non-public information should be kept
confidential, and access to computer files containing material,
non-public information must be restricted.

(2) NO TIPPING. An Insider shall not divulge to any person
any material, non-public information, except in the performance
of his or her duties

(3) NO INSIDER TRADING. No Insider shall engage in Insider
Trading, on his or her own behalf or on behalf of others.

(4) NO IMPROPER USE. No Access Person may use any material,
non-public information, no matter how acquired, in his or her own
transactions or in the transactions for the Funds or other
clients of FIA.

(5) CONFIDENTIALITY OF FUND AND FIA ACTIVITY. Information
about actual purchase or sale decisions, contemplated purchases
or sales, or other transactions under consideration by FIA on
behalf of the Funds or other clients, whether or not actually
authorized, must be kept confidential. An Access Person shall not
divulge to any person contemplated or completed securities
transactions of the Funds or other clients of the Advisor, except
in the performance of his or her duties, unless such information
previously has become a matter of public knowledge. Research
information on portfolio issues must not be divulged to persons
who do not have a need to know such information in connection
with their employment by FIA or the Funds. In

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addition, information about clients is confidential and must not
be disclosed. Access Persons must use care in keeping information
confidential.

(6) E-MAIL/INTERNET/VOICEMAIL This policy describes
Fremont's guidelines with regard to access to and disclosure of
electronic mail messages sent or received by Fremont employees
with the use of the Fremont e-mail system, and use of company
internet and voice mail facilities.

Company's Right to Access Information Fremont's electronic
mail system has been made available to its employees to
facilitate business communications. Although each employee has an
individual password to access the e-mail system, the system
belongs to Fremont and the content of e-mail communications is
accessible at all times by Fremont for any purpose. The system
may be subject to unannounced inspections and, as such, should be
treated like other shared filing systems. All passwords to the
e-mail system (including without limitation individual passwords)
are the property of Fremont and not of the individual employee,
and Fremont reserves the right to override any individual
passwords and/or codes to facilitate access by Fremont to e-mail.
Employees may not install any programs or hardware or otherwise
attempt to make their e-mail communications inaccessible to
Fremont.

All e-mail messages are Fremont records. The contents of all
e-mail an employee stores, processes or transmits may be
monitored, copied, accessed and disclosed by Fremont without the
employee's permission. Therefore, employees should not assume
that any e-mail messages are confidential or private. Back-up
copies of e-mail are regularly made, and may be maintained and
referenced by Fremont.

PERSONAL USE OF E-MAIL E-mail messages are considered
business records of Fremont and may be discoverable in
litigation, administrative proceedings and other legal
proceedings. Employees are authorized to use the e-mail system
for official company business, although incidental and occasional
personal use of e-mail is permitted by Fremont. However, Fremont
reserves the right to access and disclose as necessary all
messages sent over its e-mail system, without regard to content
and without the recipient or sender's permission.

PROHIBITED CONTENT OF E-MAIL COMMUNICATIONS Employees may
not use the Fremont e-mail system in any way that may be illegal,
or may be seen as vulgar, disparaging, harassing, obscene,
disruptive or offensive by other persons, including persons other
than the intended recipient of the e-mail communication.
Employees may not use the e-mail system in a way that may
constitute abuse, slander or defamation. Examples of prohibited
transmissions include sexually-explicit messages, cartoons or
jokes; unwelcome personal propositions; ethnic or racial slurs;
or any other messages that can be construed to be harassment or

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disparagement of others based on their sex, race, sexual
orientation, age, national origin, or religious or political
beliefs.

Use of the e-mail system in violation of this policy will result
in disciplinary action, up to and including termination.

UNAUTHORIZED ACCESS TO OTHER EMPLOYEE'S E-MAIL MESSAGES
Employees are prohibited from the unauthorized use of e-mail
passwords of other employees to gain access to the other
employees' e-mail messages.

RETENTION OF E-MAIL Generally, e-mail messages (both
received and sent) are to be deleted after thirty (30) days.
Notwithstanding any deletion by an employee, an e-mail message
may still exist in Fremont's backup system by the recipient or by
any person to whom the message was forwarded, or otherwise may be
retained by Fremont; however, such back-up should not be retained
for more than one (1) year.

INTERNET USAGE Employees are authorized to use their company
computers to access the internet for official company business,
although incidental and occasional personal use of the internet
is permitted. Fremont has the capability to view the internet
sites employees have visited. Employees are prohibited from
accessing or attempting to access, view, download, distribute or
send illegal, vulgar, disparaging, harassing, obscene,
pornographic, disruptive or offensive materials via the internet.
Employees may not attempt to modify their software in any manner
to bypass Fremont's security system blocking access to
unauthorized internet sites. Use of the internet in violation of
this policy will result in disciplinary action, up to and
including termination.

VOICE MAIL Even though Fremont's voice mail system involves
different technology and a different type of communication than
e-mail, the same basic policies apply to the voice mail system.
As with e-mail, employees should be aware that their voice
messages can be forwarded to other persons without their consent.
Employees should be no less careful in using the voice mail
system than in using the e-mail system.

OTHER POLICIES Other Fremont policies apply to the use of
e-mail, voice mail and internet usage.. For example, policies
regarding confidentiality, harassment and inspection of Fremont
property all apply to the use of e-mail, voice mail and the
internet. In particular, employees should be aware that any
documents, information or e-mail transmitted over the internet is
not completely secure and can be accessed by unauthorized third
parties.

(7) QUESTIONS. Questions regarding whether the information is
material and/or nonpublic may be directed to the Compliance
Officer, or the Assistant Compliance Officer.

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IX. RESTRICTIONS AND EXEMPTIONS ON PERSONAL SECURITIES TRANSACTIONS.

A. DIRECT OR INDIRECT BENEFICIAL OWNERSHIP. Purchases and sales of
securities by an Access Person for his or her own account, for
the account of a member of his or her family or for any account
in which such Access Person or a member of his or her family may
have a direct or indirect beneficial ownership interest, are
subject to the personal securities transaction rules (except for
transactions in exempt securities, described below). These rules
are intended to prevent any suggestion or implication that Access
Persons are using their relationship with FIA to obtain
advantageous treatment to the detriment of the interests of the
Funds or other clients of FIA or that an Access Person is
profiting improperly from his or her position on behalf of the
Funds. Most transactions are also subject to the reporting
requirements of Section XI below.

B. PERSONAL TRADING PROHIBITIONS.

1. "INITIAL PUBLIC OFFERINGS". No Access Person may purchase
any security, whether or not a "Hot Issue", in an initial public
offering or any "Hot Issue" in a follow on offering.

2. DEALINGS WITH CLIENTS. No Access Person may knowingly
sell any security to the Funds or other clients of FIA or
knowingly purchase any security from the Funds or other clients
of FIA.

3. SHORT-TERM TRADING. FIA believes that personal short-term
trading may increase the risk of problems arising under the rules
of this Code. While FIA leaves the extent of trading to an
individual's judgment, consistent with his or her objectives and
past trading practices, all Access Persons are on notice that
such short-term trading practices will be periodically reviewed.
In the case of any individual whose trading is deemed to be:

(a) excessive, or

(b) causing or giving the appearance of conflict of
interest with the Funds' or other clients' accounts,

FIA will require that individual to reduce or eliminate this
short-term trading activity.

4. PRIVATE PLACEMENTS. No Access Person shall acquire
securities in a private placement without express prior written
approval of the compliance officer of FIA.

C. EXEMPTED SECURITIES. Notwithstanding Section IX B, trading in the
following securities is exempted from the prior clearance requirements
set forth in Section X and other restrictions of this Section:

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(a) Open-end Mutual Funds, including the Funds (investment
companies registered under the 1940 Act will be referred to as "Mutual
Funds"). This exception means that Access Persons may, without prior
clearance, purchase and redeem the shares of Fremont Mutual Funds and
other open-end mutual funds, including redemptions through the use of
a checkwriting arrangement with the mutual fund.

Purchases and redemptions of the shares of other open-end Mutual Funds
are exempt from the quarterly reporting requirement, but transactions
in the shares of closed-end mutual funds and unit investment trusts
must be both pre-approved and reported quarterly.

(b) Government securities;

(d) Bank certificates of deposit and bank deposit accounts.

D. EXEMPTED TRANSACTIONS. Notwithstanding section IX B, the following
transactions are exempted from the prior clearance requirements and
other restrictions of Sections IX and X hereof:

(a) Purchases or sales effected in any account over which the
Access Person has no direct or indirect influence or control.

(b) Purchases or sales of securities which are not eligible for
purchase or sale by the Funds or any other client of FIA.

(d) Purchases which are part of an automatic dividend
reinvestment plan.

(e) Purchases effected upon the exercise of rights issued by an
issuer PRO RATA to all holders of a class of its securities, to the
extent such rights were acquired from such issuer, and sales of such
rights so acquired.

(f) Transactions by Access Persons who are participants in the
Fremont Group Section 401(k) Benefit Plan with respect to the
investment options in such plan, including enrollments, contributions
and transfers among investment options.

(g) Purchases or sales which receive the prior approval of the
Compliance Officer of FIA on the basis that the potential for harm to
the Funds or other clients of FIA is remote because the transactions
would be very unlikely to affect market price or liquidity, or because
they clearly are not related economically to the securities to be
purchased, sold or held by the Funds or other clients of FIA, and
because they do not involve material non public information. .

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E. SPECIAL RULE FOR DISINTERESTED DIRECTORS OF THE FUNDS.

Notwithstanding subsection IX B above, transactions in securities
by disinterested directors of the Funds are not subject to the
requirements of this Section IX hereof if the disinterested director
is an Access Person solely by reason of his or her directorship with
the Funds, except where at the time of such transactions such
disinterested director knew, or, in the ordinary course of fulfilling
his or her official duties as a disinterested director should have
known, that during the 15-day period immediately preceding or after
the date of the director's transaction in a security that such
security was or was to be purchased or sold by the Funds or such
purchase or sale by the Funds was considered by the Funds or the
Advisor.

X. RESTRICTIONS ON TIMING OF PERSONAL SECURITIES TRANSACTIONS.

The following are specific restrictions relating to personal
securities transactions of all persons covered by this Code. Absent
extraordinary circumstances, no Access Person shall be deemed to have
violated this Code for effecting a securities transaction if such
Access Person has been advised in writing by the Compliance Officer
that the transaction would be consistent with this Code and has not
been advised of any countermanding determination. FIA shall maintain
written records of such actions, which records shall be made available
in the manner required by Rule 17j-1 of the 1940 Act.

A. PRIOR CLEARANCE PROCEDURE.

1. TRANSACTIONS IN PUBLICLY TRADED SECURITIES. Prior to effecting
a transaction in a security, (other than those securities exempted
under Section IX above), an Access Person must notify in writing the
Compliance Officer of the proposed transaction, including the name,
title, and amount of the security involved, using the Pre-Approval
Form. The Compliance Officer shall (i) confirm with the appropriate
portfolio manager that the security is not under consideration for
trading, and (ii) otherwise determine whether such proposed
transaction would or would not be consistent with this Code. Such
conclusion shall be promptly (GENERALLY WITHIN 24 HOURS) communicated
in writing to the Access Person making such request, at which point
the Access Person may execute the trade if approved. Any approval
which is granted will be good for no more than three trading days,
following which the approval will no longer be valid and the Access
Person will be required to reapply for approval if the pre-approved
transaction has not been executed. If the Access Person does not
execute the pre-approved transaction within the given time frame, he
or she must inform the Compliance Officer as soon as possible. The
Compliance Officer will note on the Pre-Approval Form that the
transaction was not executed

13
<PAGE>
2. GOOD 'TILL CANCELED ("GTC"), LIMIT, AND STOP-LOSS ORDERS.
Prior to placing a transaction as a GTC, limit, or stop-loss order, an
Access Person must notify in writing the Compliance Officer of the
proposed transaction, including the name, price and conditions of the
order, using the Pre-Approval Form. GTC, limit orders and stop-loss
orders for securities that have received pre-approval and which are
NOT SUBSEQUENTLY ALTERED, may be executed on a subsequent day (i.e.,
when triggered by market action) without receiving further permission.
However, if such an order is altered in any way, the Access Person
must notify the Compliance Officer prior to making such alterations
and the Compliance Officer must approve the new conditions of the
order. Also, if such an order is canceled, the Access Person must
notify the Compliance Officer as soon as possible. If a GTC, limit
order, or stop-loss order is found to be in conflict with this Code at
any time, the Compliance Officer may direct that the order be
canceled. Access Persons will immediately comply with cancellation
instructions from the Compliance Officer.

3. PRIVATE PLACEMENT TRANSACTIONS. As set forth in IX B 4, the
prior clearance procedure described in subsection above includes
transactions by Access Persons in a private placement. In connection
with a private placement acquisition, the Compliance Officer and the
portfolio manager will take into account, among other factors, whether
the investment opportunity should be reserved for the Funds and its
shareholders, and whether the opportunity is being offered to an
Access Person by virtue of his or her position with the Funds. Access
Persons who have been authorized to acquire securities in a private
placement will, in connection therewith, be required to disclose that
investment if and when the Access Person takes part in the Funds'
subsequent investment in the same issuer. In such a circumstance, the
determination by the Funds to purchase securities of that issuer will
be subject to an independent review by personnel of FIA with no
personal interest in the issuer.

B. PERSONAL TRADING BLACKOUT PERIODS.

An Access Person may not be granted prior clearance to execute a
securities transaction on a day during which the Funds have a pending
"buy" or "sell" order in that same security until that order is
executed or withdrawn. Any profits realized by an Access Person on
trades within these periods must be disgorged by the Access Person to
the benefit of the Funds.

There also may be blackout periods regarding the Funds when a material
event has occurred. The blackout period will cover the period from the
time of the event to the notification of shareholders.

14
<PAGE>
C. OTHER TRANSACTIONS AND RESTRICTIONS.

1. SHORT SALES. Short sales are permitted by Access Persons
provided all other requirements of the Code are met.

2. CONVERTIBLE SECURITIES AND COMMODITY OR SECURITIES
DERIVATIVES. The foregoing restrictions in this Code also apply to any
purchase or sale of a security which is convertible into, exchangeable
or exercisable for a security, securities, index or commodity that is
being purchased or sold, or is actively being considered for, purchase
or sale, for the Funds or other client accounts of the Advisor.

3. SERVICE AS A DIRECTOR. Access Persons are prohibited from
serving on the boards of directors of publicly traded companies,
absent prior authorization in accord with the general procedures with
this Code of Ethics relating to personal securities transactions. The
consideration of prior authorization will be based upon a
determination that the board service would be consistent with the
interests of the Funds and their shareholders. In the event that board
service is authorized, Access Persons serving as directors should
expect to be isolated from other Access Persons making investment
decisions with respect to the securities of the company in question,
through the use of "Chinese Wall" or other appropriate procedures to
be considered and placed into effect at the time.

XI. REPORTING AND CERTIFICATION REQUIREMENTS.

A. INITIAL AND ANNUAL DISCLOSURE OF PERSONAL HOLDINGS. At the
commencement of employment with FIA or the Funds, an Access Person
will be required to disclose in writing all personal securities
holdings beneficially owned by the Access Person (including futures
contracts or options on futures contracts as defined in Section VII
G). In addition, each Access Person will be required to submit on an
annual basis an updated listing of those personal securities holdings.
Forms for this purpose are available from the Compliance Officer, and
are to be completed and returned to the Compliance Officer. The annual
updated lists are to be submitted no later than February 15 with a
listing as of the immediately preceding December 31 year-end date.

These lists are to include all personal securities holdings
beneficially owned by the Access Person, which may include securities
that are exempt from the prior clearance procedures and from the
quarterly transaction reporting requirements.

B. QUARTERLY REPORTS. Under this Code, all employees are considered
"Access Persons," and are required to prepare and file records of
their personal securities transactions (including futures contracts or
options on futures contracts as defined in Section VII G). If no
transactions occurred during the period, check the box on the report
to indicate this. All employees must file a report with the Compliance
Officer within ten calendar days after the end of each calendar
quarter.

15
<PAGE>
1. INFORMATION IN REPORTS. Each report must contain the following
information:

(a) the date of the transaction, the title and the number of
shares (or the principal amount) of each security involved;

(b) the nature of the transaction (e.g., purchase, sale,
option or any other type of acquisition or disposition);

(d) the name of the broker, dealer or bank with or through
whom the transaction was effected; and

(e) copies of confirmations and monthly statements (upon
receipt if not received at time of report).

2. REVIEW OF COMPLIANCE OFFICER'S TRADING. The Compliance
Officer's personal trading must be reviewed by the President of the
Advisor or in his or her absence a Managing Director of the Advisor.
The results of the quarterly reporting and review procedure and the
related documentation must be reviewed by the President of the Advisor
or in his or her a Managing Director of the Advisor and the Funds.
These reviews will be documented by the reviewing party.

3. ADDITIONAL INFORMATION IN REPORTS. At the option of the
reporting person, the SEC allows the quarterly report to contain a
statement declaring that the reporting of any transaction is not to be
construed as an admission by the reporting person that he or she has
any direct or indirect beneficial ownership in the security. Using
that disclaimer language may be useful in an unclear situation to
avoid a potential risk in not reporting a transaction while at the
same time avoiding prejudicing any position the person may take or
later seek to take with respect to ownership status. Where a report
made to the Compliance Officer would duplicate information recorded
pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the Advisers Act,
no Access Person will be required to make a report.

C. Exemptions from Quarterly Reporting. Quarterly Reports are not
required with respect to any of the following:

(a) transactions in securities which are direct obligations of
the United States;

(b) transactions in open-end mutual funds; or

16
<PAGE>
(d) transactions by Access Persons who are participants in the
Fremont Group Section 401(k) Benefit Plan with respect to the
investment options in such plan, including enrollments, contributions
and transfers among investment options.

Please note that there are categories of securities, or
particular transactions, which are not subject to the restrictions of
Section X above (e.g., purchases under an automatic dividend
reinvestment plan) but which are subject to the reporting requirement
of this Section XI.

D. REPORTS OF VIOLATIONS. In addition to the quarterly reports required
under this Section, Associated Persons and Access Persons promptly
shall report to the Compliance Officer or the President of the Advisor
any transaction which is, or might appear to be, in violation of this
Code. Such report shall contain the information required in quarterly
reports.

E. CONFIRMATIONS AND STATEMENTS. All Associated Persons and Access
Persons must direct their brokers to send duplicate copies of
confirmations of all personal securities transactions and duplicate
copies of monthly or periodic statements for all securities accounts
to the Chief Compliance Officer.

XII. OTHER RULES.

A. GIFTS AND OTHER PREFERENTIAL TREATMENT. An Access Person may not in
relation to the business of FIA seek or accept from any broker or
dealer, other financial institution or supplier or contractor to FIA,

(a) any gifts of material value (i.e., in excess of $100 per
year), or;

(b) any sort of preferential treatment from, or special
arrangements with the institution or supplier.

Any Access Person who receives an offer for a gift or bequest of
material value from any such party should promptly report it to the
Compliance Officer.

B. FINDER'S FEES. Access Persons should not become involved in
negotiations for corporate financing, acquisitions or other
transactions for outside companies (whether or not securities of the
company involved are held by the Funds or other clients of FIA)
without the prior permission of the Compliance Officer. Specifically,
no finder's or similar fee in connection with any such transactions
may be negotiated or accepted without prior permission.

17
<PAGE>
C. ANNUAL CERTIFICATION. Each access person will be required to certify
annually that:

(a) he or she has read and understands this Code of Ethics and
that he or she is subject to it;

(b) that he or she has complied with the requirements of this
Code of Ethics; and

(c) that he or she has disclosed and reported all personal
securities transactions required to be disclosed or reported pursuant
to this Code of Ethics.

18
<PAGE>
SAMPLE

** URGENT - CONFIDENTIAL - HAND CARRY **
PRE-APPROVAL FOR EMPLOYEE SECURITIES TRANSACTIONS
FREMONT INVESTMENT ADVISORS, INC. AND FREMONT MUTUAL FUNDS, INC.

INSTRUCTIONS:
-------------
1. Employee completes top section and gives it to Assistant Compliance
Officer: Mona S. Mikhail or in her absence, Tina Thomas.
2. Compliance determines if transaction complies with Code of Ethics,
completes bottom section, e-mails Employee with trade approval or
rejection.
3. M. Mikhail files form @ 1.13, then at quarter end, compares it to Employee
Personal Transactions Report AND COPIES OF EMPLOYEE'S BROKERAGE ACCOUNT
CONFIRMATIONS OR STATEMENTS.

EMPLOYEE:
---------

Security Name: Buy Sell: shares
--------------------------------------------------------------------------------
Notes:

--------------------------------------------------------------------------------
Trade Order: Mark one Price & Other Trade Instructions:
[ ] Market _________________________________
[ ] Good 'till Cancelled _________________________________
[ ] Limit at $__________ _________________________________
[ ] Stop-Loss _________________________________

================================================================================
If you are responsible for the _________________________________
investment decisions of a Fremont _________________________________
Fund, please explain briefly why _________________________________
this security is not appropriate _________________________________
for the fund that you manage.
================================================================================

Signature: Date:
--------------------------------------------------------------------------------
Print Name: Time:

COMPLIANCE OFFICER USE ONLY:
----------------------------

Security Held in Funds? Yes[ ] No[ ] In Private Client Portfolios? Yes[ ] No[ ]
--------------------------------------------------------------------------------
Considered for Purchase or Sale? Yes[ ] No[ ]
--------------------------------------------------------------------------------
Notes:
--------------------------------------------------------------------------------

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

Transaction Approved? Yes[ ] No[ ] Employee Notified? Yes[ ] No[ ]
--------------------------------------------------------------------------------
Notes:
--------------------------------------------------------------------------------

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

Signature: Date:
--------------------------------------------------------------------------------
Print Name: Time:

19
<PAGE>
SAMPLE

FREMONT INVESTMENT ADVISORS, INC. AND FREMONT MUTUAL FUNDS, INC.
EMPLOYEE SECURITIES TRANSACTIONS: CALENDAR QUARTER ENDED September 30, 1999

Note: MUST be filed with Compliance Officer within 10
days following end of quarter.

<TABLE>
PRINT NAME:
------------------------------------------------------------------------ BANK OR CHECK & :
TRADE TITLE OF SECURITY PURCHASE BROKER/ ATTACH
DATE Common Stock unless otherwise noted. OR SALE (P/S) QUANTITY PRICE DEALER CONFIRM
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

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

-----------------------------------------------------------------------------------------------------------------------------
[ ] INITIAL HERE TO INDICATE THAT YOU HAVE NOT TRADED SHARES OF FREMONT INTERNATIONAL SMALL CAP FUND BETWEEN
JULY 29, 1999 AND SEPTEMBER 15, 1999, INCLUSIVELY.

[ ] CHECK HERE IF YOU HAVE NOT TRADED ANY SECURITIES DURING THE QUARTER EXCLUDING EXEMPT TRANSACTIONS.

Above is a record of transactions during the quarter indicated in securities in which I had, or in which I acquired or
disposed of direct or indirect beneficial ownership. This report is made solely to comply with SEC regulations and shall
not be construed as an admission by me that I am the beneficial owner of the securities listed above.

SIGNED: DATED:
-----------------------------------------------------------------------------------------------------------------------------
Compliance Notes:
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SAMPLE

_____________________________________
Print Name

Page ____of_____

FREMONT INVESTMENT ADVISORS, INC.
AND
FREMONT MUTUAL FUNDS, INC.
CODE OF ETHICS

ANNUAL CERTIFICATION OF PERSONAL SECURITIES HOLDINGS*

HOLDINGS AS OF ________________
Date

YEAR
NAME OF SECURITY # SHARES ACQUIRED** BROKER/DEALER
--------------------------------------------------------------------------------

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

-------------------------------------------------------
Signature
----------------------------------------
Date
(Due by February 15th)

*You may report holdings using any printed media, such as your own software or
copies of investment statements, as long as you sign and date it. **an
approximation is adequate.