FREMONT MUTUAL FUNDS INC
N-30D, 2000-07-10
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FREMONT [LOGO]
  FUNDS
                              FREMONT MUTUAL FUNDS, INC.
                              INSTITUTIONAL
                              U.S. MICRO-CAP
                              SEMI-ANNUAL
                              REPORT

                              April 30, 2000

<PAGE>

A MESSAGE FROM MICHAEL H. KOSICH, PRESIDENT OF FREMONT MUTUAL FUNDS, INC.

[PHOTO]

Mike Kosich

Dear Fellow Shareholder,

Stock market  volatility has become a fact of life.  Money flows into and out of
equities  at the speed of light  depending  on the latest  economic  data (often
substantially  revised or contradicted by new data released shortly thereafter),
the most recent  pronouncements  from Wall Street gurus (who are generally wrong
as often as right),  and the latest earnings reports (if earnings are a penny on
either  side of  expectations,  stocks  can  gain or lose 20% or more in a day).
Volatility  feeds on itself,  as is evidenced by the  enormous  intra-day  price
swings we have seen recently.

Investors,  (who we define as people  with the good sense to  understand  that a
patient,  consistent,  long term oriented investment strategy is the best way to
achieve their  individual  financial  goals) see market  volatility  for what it
really  is--static or "white noise" that should be ignored.  I am not suggesting
investors play a pat hand. In fact, periodically everyone should rebalance their
portfolio and make reasoned  judgments on which asset class or investment  style
offers the best intermediate term  opportunity.  However,  they should avoid the
temptation  of trading  stocks or mutual  funds based on short term  performance
trends.

This leads me to a sensitive  issue that most folks in my shoes are reluctant to
talk  about--mutual  fund cash flows.  Sharp  fluctuations in cash  flows--money
pouring  in and out of a fund based on short term  performance--is  a  portfolio
manager's  worst  nightmare.  It pressures them to buy stocks when they are most
expensive and forces them to sell stocks when they are more attractively valued.
This  is the  exact  reverse  of what  every  portfolio  manager  is  trying  to
accomplish--buying cheap and selling dear.

We put no  restrictions  on buying or selling  our funds.  No front end loads or
back-end  lockups of any  description.  After all, this is America,  Land of the
Free  and  Home  of the  Brave.  However,  we try to  discourage  all  our  fund
shareholders from acting like  traders--moving  in and out of funds based on the
most recent quarterly results.  The market smiles on different investment styles
and capitalization  sectors at different times.  Piling into funds with the best
recent  performance  and abandoning  funds with less  impressive  recent results
often  translates  into buying dear and selling  cheap--the  antithesis of smart
long term investing.

Sincerely,

/s/ Michael H. Kosich

Michael H. Kosich

President

<PAGE>

--------------------------------------------------------------------------------
                               TABLE OF CONTENTS
--------------------------------------------------------------------------------

Fund Profile and Letter to Shareholders ....................................   2

Statement of Investments ...................................................   4

FINANCIAL STATEMENTS

Statement of Assets and Liabilities ........................................   6

Statement of Operations ....................................................   6

Statement of Changes in Net Assets .........................................   7

FINANCIAL HIGHLIGHTS .......................................................   7

NOTES TO FINANCIAL STATEMENTS ..............................................   8

<PAGE>

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

Robert E. Kern, Jr.
Portfolio Manager
Kern Capital Management LLC

[PHOTO]

Robert E. Kern, Jr.

------------
FUND PROFILE
------------

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

Since the investment  potential of micro-cap stocks is largely determined by the
business prospects for individual  companies rather than macro-economic  trends,
the Fund's focus is on  bottom-up  stock  selection.  Fund  management  analyzes
financial statements,  the company's  competitive  position,  and meets with key
corporate decision makers to discuss strategies for future growth.

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

To Our Shareholders,

For the six  months  ended  April  30,  2000,  the  Fremont  Institutional  U.S.
Micro-Cap Fund gained 60.69% compared to the Russell 2000's 18.71%  advance.  We
are pleased to have once again achieved excellent absolute and relative returns.

     We experienced two very different market  environments in first half fiscal
2000--what  could be  described  as a buyers'  panic  (particularly  in the tech
sector)  from  November  through  February,  and a  sharp,  but  rather  orderly
correction  in March and April.  Our portfolio  excelled  through the first four
months of this reporting period. At the end of February,  the Fund was up 73.37%
versus a 35.23% gain for the Russell 2000 benchmark.  Perhaps more  importantly,
the  portfolio  held up  relatively  well in March and  April--declining  10.70%
compared to the Russell 2000's 12.21% retreat.

     We have a long  history of adding  value when the market is trending up and
holding our own during the down drafts. This is testament to our team's research
intensive stock selection  discipline and particularly  our success  identifying
promising  companies not yet "discovered" by Wall Street or other  institutional
investors. In our opinion,  finding fundamentally attractive stocks ahead of the
competition and avoiding mistakes is the key to superior  micro-cap  performance
throughout the market cycles.

     The team's  focus on the most  innovative  sectors of the  economy has also
contributed to our success. During the first half of fiscal 2000, our technology
holdings posted the most impressive gains and were responsible for approximately
two thirds of the  Fund's  total  return.  At the end of the  reporting  period,
technology stocks comprised 24% of portfolio assets, down from 33% at the end of
fiscal  1999.  This  reflects  profit  taking  in a sector  in which we  believe
valuations had become extended.  Our healthcare  holdings,  principally  medical
device companies and selected  biotechs,  also contributed to returns.  Although
just 10% of portfolio  assets,  three of our healthcare  investments were on our
top ten  performance  list.  Our consumer and services  holdings (11% and 14% of
assets respectively)  lagged.  Reflecting what has been a difficult  environment
for consumer  stocks,  our allocation  was reduced from 20% of portfolio  assets
over the  course  of this  reporting  period.  The  remainder  of the  portfolio
allocation is 8% in special situations and 30% in cash reserves.

     Cash  reserves had increased  significantly  due to the rapid influx of new
investment  in late  1999/early  2000 and our  willingness  to take  profits  in
holdings  that we believed had gotten  "ahead of  themselves."  Having some "dry
powder" to take advantage of evolving opportunities in this volatile market is a
terrific  advantage,  which we believe will be clearly  demonstrated in the year
ahead.

     Where do  micro-cap  stocks go from here?  We don't know.  We are  somewhat
concerned that even after the substantial  haircut endured over the last several
months,  in  general,  valuations  of many  micro-cap  growth  companies  remain
relatively   high.   However,   our  investment   team  is  still  finding  some
fundamentally  compelling  investment  opportunities.  During challenging market
environments,  we focus on stocks we  believe  have the  greatest  potential  to
attract favorable investor attention when the market stabilizes--a strategy that
has worked  quite well for us in the  past--most  recently  following  the sharp
decline in micro-cap stocks in third quarter 1998.

     In closing,  as you well know,  the micro-cap  stock market has undergone a
significant  correction in recent months.  However,  market declines create some
exceptional  long  term  investment  opportunities.  We are  fortunate  to  have
sufficient cash reserves to build positions in opportunities evolving every day,
and are very pleased that the Fund's shareholder base has remained stable during
the  recent   correction.   We  believe  more  and  more  of  our  institutional
shareholders understand that volatility is a fact of life in the micro-cap stock
market and that  staying the course is the most  reliable  way to earn  superior
long term returns.

Sincerely,

/s/ Robert E. Kern, Jr.

Robert E. Kern, Jr.
Portfolio Manager

--------------------------------------------------------------------------------
FREMONT INSTITUTIONAL
U.S. MICRO-CAP FUND
PORTFOLIO DIVERSIFICATION
AS OF 4/30/00
--------------------------------------------------------------------------------

[GRAPHIC OMITTED]

BUSINESS EQUIPMENT & SERVICES (15.6%)
CASH (29.7%)
OTHER (3.4%)
CONSUMER SERVICES (3.5%)
CONSUMER DURABLES (3.6%)
TECHNOLOGY (EQUIPMENT) (10.3%)
TECHNOLOGY (COMPONENTS) (9.7%)
HEALTH CARE (9.5%)
CAPITAL GOODS (5.3%)
RETAIL (5.1%)
TECHNOLOGY (SOFTWARE) (4.3%)

--------------------------------------------------------------------------------
GROWTH OF $10,000 (1)

[GRAPHIC OMITTED]

              FREMONT INSTITUTIONAL   RUSSELL 2000
               U.S. MICRO-CAP FUND       INDEX
               -------------------       -----
31-Oct-88             10,000             10,000
30-Nov-88              9,326              9,667
31-Dec-88             10,203             10,046
31-Jan-89             10,303             10,494
28-Feb-89             10,228             10,572
31-Mar-89             10,597             10,820
30-Apr-89             11,387             11,292
31-May-89             12,217             11,777
30-Jun-89             11,592             11,509
31-Jul-89             11,895             11,957
31-Aug-89             13,128             12,247
30-Sep-89             12,990             12,286
31-Oct-89             12,528             11,558
30-Nov-89             12,614             11,632
31-Dec-89             12,610             11,678
31-Jan-90             11,670             10,659
28-Feb-90             12,184             10,989
31-Mar-90             12,723             11,420
30-Apr-90             12,560             11,046
31-May-90             13,739             11,829
30-Jun-90             13,900             11,859
31-Jul-90             14,188             11,340
31-Aug-90             13,020              9,823
30-Sep-90             11,998              8,949
31-Oct-90             11,243              8,403
30-Nov-90             11,888              9,044
31-Dec-90             12,576              9,399
31-Jan-91             13,572             10,246
28-Feb-91             15,243             11,396
31-Mar-91             17,155             12,195
30-Apr-91             16,766             12,164
31-May-91             16,652             12,743
30-Jun-91             15,089             12,006
31-Jul-91             17,137             12,426
31-Aug-91             17,939             12,884
30-Sep-91             18,518             12,984
31-Oct-91             20,767             13,328
30-Nov-91             19,949             12,711
31-Dec-91             22,311             13,728
31-Jan-92             24,486             14,841
29-Feb-92             23,995             15,275
31-Mar-92             23,222             14,758
30-Apr-92             21,483             14,240
31-May-92             21,254             14,429
30-Jun-92             19,025             13,751
31-Jul-92             20,349             14,230
31-Aug-92             19,523             13,827
30-Sep-92             20,411             14,145
31-Oct-92             20,631             14,592
30-Nov-92             22,744             15,710
31-Dec-92             23,601             16,256
31-Jan-93             24,309             16,806
28-Feb-93             23,765             16,418
31-Mar-93             26,048             16,950
30-Apr-93             25,191             16,485
31-May-93             26,696             17,213
30-Jun-93             27,007             17,321
31-Jul-93             27,327             17,560
31-Aug-93             29,305             18,318
30-Sep-93             29,320             18,835
31-Oct-93             29,314             19,319
30-Nov-93             28,568             18,691
31-Dec-93             28,270             19,329
31-Jan-94             30,102             19,934
28-Feb-94             30,117             19,863
31-Mar-94             28,391             18,816
30-Apr-94             27,271             18,927
31-May-94             26,412             18,715
30-Jun-94             25,317             18,084
31-Jul-94             25,138             18,381
31-Aug-94             25,339             19,405
30-Sep-94             26,397             19,339
31-Oct-94             26,199             19,261
30-Nov-94             24,306             18,483
31-Dec-94             23,443             18,978
31-Jan-95             24,407             18,739
28-Feb-95             25,027             19,518
31-Mar-95             26,280             19,853
30-Apr-95             26,839             20,294
31-May-95             27,646             20,643
30-Jun-95             29,430             21,714
31-Jul-95             30,985             22,964
31-Aug-95             33,399             23,440
30-Sep-95             34,492             23,858
31-Oct-95             33,853             22,790
30-Nov-95             34,601             23,749
31-Dec-95             36,156             24,376
31-Jan-96             37,732             24,350
29-Feb-96             40,208             25,109
31-Mar-96             41,378             25,620
30-Apr-96             47,052             26,990
31-May-96             52,830             28,052
30-Jun-96             49,677             26,899
31-Jul-96             44,441             24,551
31-Aug-96             47,846             25,977
30-Sep-96             49,841             26,991
31-Oct-96             48,068             26,574
30-Nov-96             51,703             27,670
31-Dec-96             55,061             28,393
31-Jan-97             59,103             28,962
28-Feb-97             55,509             28,258
31-Mar-97             51,322             26,925
30-Apr-97             49,957             27,000
31-May-97             55,827             30,004
30-Jun-97             60,312             31,291
31-Jul-97             62,456             32,747
31-Aug-97             64,694             33,496
30-Sep-97             70,320             35,947
31-Oct-97             64,502             34,368
30-Nov-97             63,645             34,145
31-Dec-97             62,523             34,743
31-Jan-98             61,101             34,195
28-Feb-98             65,504             36,723
31-Mar-98             68,213             38,237
30-Apr-98             69,162             38,449
31-May-98             65,504             36,378
30-Jun-98             63,201             36,454
31-Jul-98             57,375             33,503
31-Aug-98             44,166             26,998
30-Sep-98             45,182             29,111
31-Oct-98             50,940             30,298
30-Nov-98             58,323             31,885
31-Dec-98             65,978             33,858
31-Jan-99             72,345             34,308
28-Feb-99             67,875             31,529
31-Mar-99             70,110             32,021
30-Apr-99             77,087             34,890
31-May-99             83,522             35,400
30-Jun-99             93,141             37,000
31-Jul-99             95,241             35,986
31-Aug-99             94,970             34,654
30-Sep-99            103,573             34,661
31-Oct-99            111,101             34,804
30-Nov-99            129,212             36,881
31-Dec-99            158,520             41,056
31-Jan-00            172,486             40,395
29-Feb-00            224,019             47,064
31-Mar-00            199,927             43,963
30-Apr-00            178,530             41,316

AVERAGE ANNUAL RETURNS FOR PERIODS ENDED 4/30/00

1 YEAR     5 YEARS       10 YEARS
---------------------------------
131.59%     46.08%        30.40%

ANNUAL RETURNS                     TOP TEN HOLDINGS

11/01/88-10/31/89    +25.28%       Arthrocare Corp. ......................  4.2%
11/01/89-10/31/90    -10.25%       TeleTech Holdings, Inc. ...............  3.3%
11/01/90-10/31/91    +84.70%       Netopia, Inc. .........................  3.1%
11/01/91-10/31/92     -0.65%       Spectra-Physics Lasers, Inc. ..........  3.1%
11/01/92-10/31/93    +42.08%       Anaren Microwave, Inc. ................  2.9%
11/01/93-10/31/94    -10.62%       California Micro Devices Corp. ........  2.7%
11/01/94-10/31/95    +29.21%       Aaon, Inc. ............................  2.4%
11/01/95-10/31/96    +41.99%       Rent-Way, Inc. ........................  2.2%
11/01/96-10/31/97    +34.19%       MDSI Mobile Data Solutions, Inc. ......  2.2%
11/01/97-10/31/98    -21.03%       Keithley Instruments, Inc. ............  2.0%
11/01/98-10/31/99   +118.10%                  TOTAL ...................... 28.1%
11/01/99-4/30/00*    +60.69%

* Unannualized  (1) Assumes  initial  investment of $10,000 on November 1, 1988.
Performance data  illustrated is historical.  Past performance is not predictive
of future  performance.  Share price and return will vary so that a gain or loss
may  be  realized  when  shares  are  sold.  All   performance   figures  assume
reinvestment  of  dividends.  Performance  for the  Fremont  Institutional  U.S.
Micro-Cap Fund reflects the  performance of the  post-venture  fund of Fund A of
the  Bechtel  Trust & Thrift,  whose  assets were  transferred  into the Fremont
Institutional U.S.Micro-Cap Fund on 8/6/97, net of actual fees and expenses. The
post-venture  fund  imposed  higher fees and  expenses  than that of the Fremont
Institutional U.S. Micro-Cap Fund and was not registered with the Securities and
Exchange Commission and therefore was not subject to the investment restrictions
imposed on  registered  mutual  funds.  Management  fees and other  expenses are
included  in  the  Fund's  performance;  however,  fees  and  expenses  are  not
incorporated in the Russell 2000 Index. The returns shown were achieved during a
period of generally rising market values,  expecially in the technology  sector.
Investors  should  not  expect  that  such  favorable  returns  can be  achieved
consistently.  Past performance  does not guarantee future results.  Share price
and return will vary so that your shares when redeemed may be worth more or less
than their original value.  All performance  figures assume the  reinvestment of
all dividends and capital gains.  Investments  in newly  emerging  companies are
subject to erratic earning patterns, competitive conditions within the industry,
limited  earnings  history  and  the  reliance  on one or a  limited  number  of
products.  Unlike the Fremont U.S. Micro-Cap Fund, the Russell 2000, an index of
small  capitalization U.S. equities is not available for investment and does not
incur expenses.
--------------------------------------------------------------------------------

2 and 3  FREMONT MUTUAL FUNDS
<PAGE>

                   FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
                           APRIL 30, 2000 (UNAUDITED)

STATEMENT OF INVESTMENTS IN SECURITIES AND NET ASSETS

                                                                        Value
         Shares    Security Description                               (Note 1)
--------------------------------------------------------------------------------
STOCKS 70.3%

BUSINESS EQUIPMENT & SERVICES 16.0%

*       190,000    Boston Communications Group, Inc.              $   1,733,750
*       131,700    Championship Auto Racing Teams, Inc.               2,666,925
*        68,700    COMARCO, Inc.                                      2,563,369
*        60,200    Computer Outsourcing Services, Inc.                1,275,487
*        30,400    Corporate Exec. Board Co.                          1,786,000
*        69,100    CoStar Group, Inc.                                 1,657,320
*        22,200    infoUSA, Inc.                                        129,037
*        43,400    Interep National Radio Sales, Inc.                   249,550
*        43,700    Leapnet, Inc.                                        180,263
*        15,000    Media 100, Inc.                                      362,813
*       127,800    Metawave Communications Corp.                      1,693,350
*        28,900    NetCreations, Inc.                                   989,825
*       116,700    Nucentrix Broadband Networks, Inc.                 2,910,206
*        12,400    NuCO2, Inc.                                           94,550
         68,300    Oshkosh Truck Corp.                                2,151,450
*       137,500    Princeton Video Image, Inc.                        1,031,250
*       143,800    Romac International, Inc.                          1,482,937
*        40,400    Shuffle Master, Inc.                                 499,950
*       151,400    Spectrum Control, Inc.                             1,523,463
*       214,400    TeleTech Holdings, Inc.                            6,994,800
*       208,900    The Netplex Group, Inc.                              822,544
*        91,000    United Shipping and Technology, Inc.               1,052,188
*       107,700    VTEL Corp.                                           450,994
                                                                  -------------
                                                                     34,302,021
                                                                  -------------
CAPITAL GOODS 5.3%

*       240,200    Aaon, Inc.                                         5,044,200
*       103,300    Adept Technology, Inc.                             1,213,775
*       111,200    IMPCO Technologies, Inc.                           2,251,800
*       107,900    Zygo Corp.                                         2,751,450
                                                                  -------------
                                                                     11,261,225
                                                                  -------------
CONSUMER DURABLES 3.5%

*       167,600    Jore Corp.                                           984,650
*       129,800    Spectra-Physics Lasers, Inc.                       6,619,800
                                                                  -------------
                                                                      7,604,450
                                                                  -------------
CONSUMER NON-DURABLES 1.0%

*       496,500    Hanover Direct, Inc.                                 868,875
*       111,600    McNaughton Apparel Group, Inc.                       955,575
*        26,400    Tefron Ltd.                                          404,250
                                                                  -------------
                                                                      2,228,700
                                                                  -------------
CONSUMER SERVICES 4.2%

*       120,450    American Classic Voyages Co.                       2,416,528
        263,400    Cash America International, Inc.                   2,370,600
*        82,400    Cinar Corp. (Class B)                                288,400
*       191,300    Homeseekers.com, Inc.                              1,410,838
*        49,800    Internet.com Corp.                                   946,200
*        88,000    LoJack Corp.                                         632,500
*        93,800    ZipLink, Inc.                                        838,338
                                                                  -------------
                                                                      8,903,404
                                                                  -------------
ENERGY 0.8%

*        46,500    UTI Energy Corp.                               $   1,615,875
                                                                  -------------
                                                                      1,615,875
                                                                  -------------
HEALTH CARE 10.3%

*        87,450    ArthroCare Corp.                                   8,908,969
*        64,600    Cytyc Corp.                                        2,890,850
*        98,400    Endocare, Inc.                                     1,623,600
*       154,000    Fusion Medical Technologies, Inc.                  2,695,000
*       145,100    Gene Logic, Inc.                                   3,899,563
*       172,500    InnerDyne, Inc.                                      751,992
*        80,900    NeoPharm, Inc.                                     1,238,781
                                                                  -------------
                                                                     22,008,755
                                                                  -------------
RAW MATERIALS 0.3%

        101,900    Northern Technologies International Corp.            700,562
                                                                  -------------
                                                                        700,562
                                                                  -------------
RETAIL 5.3%

*       107,800    Buca, Inc.                                         1,623,737
*        91,200    David's Bridal, Inc.                               1,048,800
*       135,000    Genesco, Inc.                                      1,746,563
*        28,800    InterTAN, Inc.                                       397,800
*       182,100    Rent-Way, Inc.                                     4,723,219
*        23,500    REX Stores Corp.                                     590,437
*        17,200    SkyMall, Inc.                                         60,200
*        35,200    The Children's Place Retail Stores, Inc.             783,200
*        51,200    Twinlab Corp.                                        384,000
                                                                  -------------
                                                                     11,357,956
                                                                  -------------
SHELTER  0.6%

*       136,600    Modtech Holdings, Inc.                             1,340,388
                                                                  -------------
                                                                      1,340,388
                                                                  -------------
TECHNOLOGY (COMPONENTS) 9.5%

*        28,000    Merix Corp.                                          612,500
*        60,500    Anaren Microwave, Inc.                             6,292,000
*        75,800    Blue Wave Systems, Inc.                              971,187
*        63,000    California Amplifier, Inc.                         1,701,000
*       275,300    California Micro Devices Corp.                     5,781,300
*        54,800    CyberOptics Corp.                                  2,096,100
*       141,700    Datalink Corp.                                     2,355,762
*        26,200    Internet Commerce Corp.                              587,863
                                                                  -------------
                                                                     20,397,712
                                                                  -------------
TECHNOLOGY (EQUIPMENT) 8.8%

*        83,900    Ancor Communications, Inc.                         2,532,731
*       127,700    Information Resource Engineering, Inc.             3,288,275
         77,300    Keithley Instruments, Inc.                         4,309,475
*        28,400    MTI Technology Corp.                                 440,200
*       160,000    Netopia, Inc.                                      6,680,000
*        49,900    Nova Measuring Instruments Ltd.                      717,313
*        10,200    Photon Dynamics, Inc.                                754,800
*         1,100    Tricord Systems, Inc.                                 13,750
                                                                  -------------
                                                                     18,736,544
                                                                  -------------

*    Non-income producing securities

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

4  Fremont mutual funds
<PAGE>

                   FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
                           APRIL 30, 2000 (UNAUDITED)

STATEMENT OF INVESTMENTS IN SECURITIES AND NET ASSETS

        Shares/                                                         Value
    Face Amount    Security Description                               (Note 1)
--------------------------------------------------------------------------------

TECHNOLOGY (SOFTWARE) 3.9%

*       112,000    Exigent International, Inc.                    $     273,000
*       132,600    MDSI Mobile Data Solutions, Inc.                   4,641,000
*        28,500    New Era of Networks, Inc.                            894,187
*        30,300    PC-Tel, Inc.                                       1,015,050
*        34,100    Puma Technology, Inc.                              1,044,312
*        26,200    VocalTec Communications Ltd.                         465,050
                                                                  -------------
                                                                      8,332,599
                                                                  -------------
UTILITIES  0.8%

*       229,700    Cadiz, Inc.                                        1,665,325
                                                                  -------------
                                                                      1,665,325
                                                                  -------------

TOTAL STOCKS (Cost $115,661,466)                                    150,455,516
                                                                  -------------
SHORT-TERM SECURITIES  31.0%

  $   6,452,595    Repurchase Agreement, State Street Bank and
                     Trust Co., 5.400%, 05/01/00 (Maturity Value
                     $66,482,008) (Cost $66,452,595) Collateral:
                     FHLB 6.372%, 02/07/01, FNMA 0.000%, 06/15/00    66,452,595
                                                                  -------------

TOTAL SHORT-TERM SECURITIES (Cost $66,452,595),                      66,452,595
                                                                  -------------

TOTAL INVESTMENTS (Cost $182,114,061), 101.3%                       216,908,111
                                                                  -------------

OTHER ASSETS AND LIABILITIES, NET, (1.3)%                            (2,854,816)
                                                                  -------------

NET ASSETS, 100.0%                                                $ 214,053,295
                                                                  =============

*    Non-income producing securities

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

                                                         Fremont mutual funds  5
<PAGE>

                    FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
                           APRIL 30, 2000 (UNAUDITED)

STATEMENT OF ASSETS AND LIABILITIES
(ALL NUMBERS IN THOUSANDS EXCEPT NET ASSET VALUE PER SHARE)

ASSETS:
   Investments in securities at cost                                 $  182,114
                                                                     ==========
   Investment is securities at value                                    216,908
   Cash                                                                      66
   Dividends and interest receivable                                         36
   Receivable for securities sold                                           767
   Receivable from sale of fund shares                                      479
   Prepaid Expenses                                                          14
   Unamortized organization costs                                            12
                                                                     ----------
   TOTAL ASSETS                                                      $  218,282
                                                                     ----------
LIABILITIES:
   Payable for securities purchased                                       4,035
   Payable of fund shares redeemed                                            4
   Accrued expenses
      Investment advisory, administrative and distribution fees             189
      Other                                                                   1
                                                                     ----------
   TOTAL LIABILITIES                                                 $    4,229
                                                                     ----------
NET ASSETS                                                           $  214,053
                                                                     ==========
Net assets consist of:
   Paid in capital                                                   $  128,901
   Undistributed net investment income                                       87
   Accumulated net realized gain (loss)                                  50,271
   Unrealized appreciation on investments                                34,794
                                                                     ----------
NET ASSETS                                                           $  214,053
                                                                     ==========
SHARES OF CAPITAL STOCK OUTSTANDING                                       9,790
                                                                     ==========
NET ASSET VALUE PER SHARE                                            $    21.86
                                                                     ==========


STATEMENT OF OPERATIONS
Six Months Ended April 30, 2000
(All numbers in thousands)

INVESTMENT INCOME:
   Interest                                                          $    1,199
   Dividends                                                                 30
                                                                     ----------
      TOTAL INCOME                                                        1,229
                                                                     ----------
EXPENSES:
   Investment advisory and administrative fees                            1,050
   Shareholder servicing fees                                                10
   Custody fees                                                              26
   Accounting fees                                                           16
   Audit and legal fees                                                      11
   Directors' fees                                                            3
   Registration fees                                                          8
   Reports to shareholders                                                    3
   Other                                                                      6
                                                                     ----------
   TOTAL EXPENSES BEFORE REDUCTIONS                                       1,133
      Earned credits (Note 2)                                                (3)
      Expenses recouped (Note 2)                                             12
                                                                     ----------
      TOTAL NET EXPENSES                                                  1,142
                                                                     ----------
         NET INVESTMENT INCOME                                               87
                                                                     ----------
REALIZED AND UNREALIZED GAIN FROM INVESTMENTS AND FOREIGN CURRENCY:

   Net realized gain from investments                                    50,363

   Net unrealized appreciation on investments                            11,347
                                                                     ----------
      Net realized and unrealized gain  from investments                 61,710
                                                                     ----------
         Net increase in net assets resulting from operations        $   61,797
                                                                     ==========

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

6  FREMONT MUTUAL FUNDS
<PAGE>

                   FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
                                 APRIL 30, 2000

STATEMENT OF CHANGES IN NET ASSETS                    (Unaudited)
(ALL NUMBERS IN THOUSANDS)                             Six Months
                                                         Ended       Year Ended
                                                        April 30,    October 31,
INCREASE (DECREASE) IN NET ASSETS:                        2000           1999
   From operations:                                   ----------     ----------
      Net investment income (loss)                    $       87     $     (342)
      Net realized gain from investments                  50,363         20,874
      Net unrealized appreciation on investments          11,347         27,929
                                                      ----------     ----------
         Net increase in net assets from operations       61,797         48,461
                                                      ----------     ----------
   Distributions to shareholders from:
      Net realized gains                                    (756)       (16,721)
                                                      ----------     ----------
         Total distributions to shareholders                (756)       (16,721)
                                                      ----------     ----------
   From capital share transactions:
      Proceeds from shares sold                          111,709         30,562
      Reinvested dividends                                   712         15,424
      Payments for shares redeemed                       (64,380)       (10,102)
                                                      ----------     ----------
         Net increase in net assets
            from capital share transactions               48,041         35,884
                                                      ----------     ----------
      Net increase in net assets                         109,082         67,624

Net assets at beginning of period                        104,971         37,347
                                                      ----------     ----------
NET ASSETS AT END OF PERIOD                           $  214,053     $  104,971
                                                      ==========     ==========
CAPITAL TRANSACTIONS IN SHARES:
Sold                                                       5,284          2,321
   Reinvested dividends                                       41          1,180
   Redeemed                                               (3,138)          (797)
                                                      ----------     ----------
      Net increase from capital share transactions         2,187          2,704
                                                      ==========     ==========

FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                     (Unaudited)        Year Ended October 31,     Period from
                                                   Six Months ended     ---------------------  August 4, 1997(1) to
SELECTED PER SHARE DATA                             April 30, 2000       1999           1998     October 31, 1997
 for one share outstanding during the period        --------------      ------         ------    ----------------
<S>                                                    <C>            <C>            <C>            <C>
   NET ASSET VALUE, BEGINNING OF PERIOD                $   13.68      $    7.52      $    9.78      $   10.00
                                                       ---------      ---------      ---------      ---------
   INCOME FROM INVESTMENT OPERATIONS
      Net investment income (loss)                           .01           (.04)          (.04)            --
      Net realized and unrealized gain (loss)               8.27           8.80          (1.98)           .09
                                                       ---------      ---------      ---------      ---------
         Total from investment operations                   8.28           8.76          (2.02)           .09
                                                       ---------      ---------      ---------      ---------
   LESS DISTRIBUTIONS
      From net realized gains                               (.10)         (2.60)          (.24)          (.31)
                                                       ---------      ---------      ---------      ---------
         Total distributions                                (.10)         (2.60)          (.24)          (.31)
                                                       ---------      ---------      ---------      ---------
   NET ASSET VALUE, END OF PERIOD                      $   21.86      $   13.68      $    7.52      $    9.78
                                                       =========      =========      =========      =========

TOTAL RETURN2                                              60.69%        118.10%        -21.03%          0.90%

RATIOS AND SUPPLEMENTAL DATA
   Net assets, end of period (000s omitted)            $ 214,053      $ 104,971      $  37,347      $  40,545
   Ratio of net expenses to average net assets3             1.25%*         1.25%          1.25%          1.25%*
   Ratio of gross expenses to average net assets3           1.24%*         1.35%          1.38%          1.49%*
   Ratio of net investment loss to average net assets3       .09%*         -.53%          -.44%          -.21%*
   Portfolio turnover rate                                   139%           155%           187%            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    See Note 2 of "Notes to Financial Statements."
*    Annualized

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

                                                         FREMONT MUTUAL FUNDS  7
<PAGE>

                   FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
           NOTES TO FINANCIAL STATEMENTS - APRIL 30, 2000 (UNAUDITED)


1.   SIGNIFICANT ACCOUNTING POLICIES

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

A.   SECURITY VALUATION
     Investments,  including  options,  are  stated at value  based on  recorded
     closing  sales on a national  securities  exchange  or, in the absence of a
     recorded  sale,  at the mean between the last reported bid and asked prices
     or at fair value as  determined  in good  faith by the Board of  Directors.
     Short-term  notes and similar  securities  are included in  investments  at
     amortized cost, which approximates value.

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

C.   INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS
     Dividends  are  recorded  on the  ex-dividend  date.  Interest  income  and
     estimated  expenses are accrued daily.  Distributions  to shareholders  are
     recorded on the ex-dividend  date. The Investment  Company accounts for the
     assets of the Fund and allocates general expenses of the Investment Company
     to the Fund based upon the relative net assets of the Fund or the nature of
     the services performed and their applicability to the Fund.

D.   INCOME TAXES
     The  Fund's  policy  is to comply  with the  requirements  of the  Internal
     Revenue Code applicable to regulated investment companies and to distribute
     all  taxable  income  and  net  capital  gains,  if any,  to  shareholders.
     Therefore,  no income tax  provision is required.  The Fund is treated as a
     separate  entity  in the  determination  of  compliance  with the  Internal
     Revenue Code.

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

     Permanent  difference will be  reclassified  to paid in capital.  Temporary
     differences,  which  will  reverse  in  subsequent  periods,  will  not  be
     reclassified and will remain in undistributed  net investment  income.  Any
     taxable  income or gain  remaining at fiscal year end is distributed in the
     following year.

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

F.   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 at a later date, generally for a
     period of less than one week.  The seller must  maintain on a daily  basis,
     with  the  Fund's  custodian,  collateral  equal  to at  least  100% of the
     repurchase  price,  including  accrued  interest.  At April 30,  2000,  all
     outstanding  repurchase  agreements held by the Fund, had been entered into
     on April 28, 2000.

2.   TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

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

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

8  FREMONT MUTUAL FUNDS
<PAGE>

                   FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
           NOTES TO FINANCIAL STATEMENTS - APRIL 30, 2000 (UNAUDITED)


     The  Advisor  has agreed to limit the Fund's  total  operating  expenses to
     1.25% of average  daily net assets.  The Fund may reimburse the Advisor for
     any reductions in the Fund's expenses during the three years following that
     reduction  if such  reimbursement  is  requested  by the  Advisor,  if such
     reimbursement  can be achieved within the foregoing  expense limit,  and if
     the  Board  of  Directors  approves  the  reimbursement  at the time of the
     request as not inconsistent with the best interests of the Fund. Because of
     these  substantial  contingencies,  the  potential  reimbursements  will be
     accounted  for as  contingent  liabilities  that are not  recordable on the
     balance sheet of the Fund until payment is probable.  As of April 30, 2000,
     the Advisor has not recouped $137,010 of the cumulative reimbursements.

     State Street Bank & Trust Company ("State  Street") serves as custodian and
     investment  accounting agent for the Fund. All fees charged by State Street
     are paid by the Fund,  subject to the  limitations  listed above.  Fees for
     custody  services are subject to reductions  by credits  earned on the cash
     balances of the Fund held by State Street as custodian.

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

     OTHER RELATED PARTIES
     At April 30, 2000,  Fremont  Investors,  Inc. and its affiliated  companies
     including their employee  retirement  plans, its principal  shareholder and
     members of his family,  including  trusts,  owned  directly  or  indirectly
     approximately 48% of the Fund.

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

3.   ORGANIZATION COSTS

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

4.   PURCHASES AND SALES OF INVESTMENT SECURITIES

     Aggregate purchases and aggregate proceeds from sales of securities for the
     six months ended April 30, 2000 were as follows:

                                           Purchases       Proceeds

               Long-term securities:     $104,851,185    $100,459,842

5.   PORTFOLIO CONCENTRATIONS

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

6.   UNREALIZED APPRECIATION (DEPRECIATION) - TAX BASIS

     At April 30, 2000,  the cost of securities  for federal income tax purposes
     was  $182,206,408  and the net unrealized  appreciation  based on that cost
     were as follows:

               Unrealized appreciation        $    46,980,335
               Unrealized depreciation            (12,278,632)
                                              ---------------
               Net unrealized appreciation    $    34,701,703
                                              ===============

7.   LINE OF CREDIT

     The Investment Company has a Line of Credit Arrangement  ("LOC") with State
     Street Bank and Trust Company,  to be used for  extraordinary  or emergency
     purposes,  primarily to cover redemption  payments.  The Fund's  borrowings
     cannot  exceed  20% of its net  assets.  Combined  borrowings  of all Funds
     cannot exceed the $75 million  limit on the total line of credit.  The Fund
     is subject to the annual fees and interest on the unpaid  balance  based on
     prevailing  market rates as defined in the LOC. The Fund did not incur such
     borrowings during the year.

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

                                                         FREMONT MUTUAL FUNDS  9
<PAGE>

FREMONT [LOGO]
FUNDS

50 Beale Street, Suite 100
San Francisco, CA 94105

www.fremontfunds.com

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