FREMONT MUTUAL FUNDS INC
N-30D, 2001-01-12
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                                 [PHOTO OMITTED]

                   FREMONT MUTUAL FUNDS, INC.
                   -------------------------------------------------------------
                   INSTITUTIONAL U.S. MICRO-CAP ANNUAL REPORT | OCTOBER 31, 2000

                                                   fremont
                                                     FREMONT INVESTMENT ADVISORS

<PAGE>

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

[PHOTO OMITTED]

Dear Fellow Shareholder,

Greed  and fear  are said to be the two  dominant  emotions  impacting  investor
behavior.  During the first four  months of this  reporting  period,  greed held
sway, with investors  "chasing"  exceptional  returns in technology  stocks.  In
early March, greed gave way to fear-first, that valuations were simply too high,
and in  mid-summer,  that  third  quarter  earnings  would  fail  to  live up to
expectations.  Indeed,  several high profile  U.S.  multi-nationals  and leading
technology  companies  either reported  disappointing  third quarter earnings or
warned that future earnings were not going to meet consensus estimates. With the
exception  of brief  rallies  in  August  and the last week of  October,  stocks
trended  lower from late spring  through the end of fiscal 2000.  We witnessed a
similar  performance  pattern  in  international  equities  markets,  which were
confronted by additional challenges,  most notably rapidly rising oil prices and
a plummeting euro.

As I write,  global stock markets continue to flounder as investors wrestle with
a host of economic and market issues.  Our equities  funds'  portfolio  managers
face the same challenge -- interpreting  economic and market trends and deciding
how best to respond to the changing  environment.  They will share their current
thoughts with you in the following  Annual  Report.  As should be expected,  the
managers have different opinions on these issues and favor different  investment
strategies.  But, they all agree that over the long term, the financial  markets
will reward investors for their discipline and patience.

Highlights  this year include Money  Magazine  citing the Fremont U.S. Small Cap
Fund as one of the top 100 mutual funds in its June, 2000 issue and Mutual Funds
Magazine  pronouncing the Fremont Bond Fund as one of the top 10 funds to buy in
2001 in its recently published December, 2000 issue.

On October 4, 2000,  Fremont  Investment  Advisors  announced the appointment of
Nancy  Tengler,  the former  President  and Chief  Investment  Officer of Global
Alliance  Value  Investors,  Ltd., as its new President and CIO.  Nancy brings a
wealth of experience and an admirable track record of investment  success to the
FIA team. In 2001, we plan to offer a new value oriented  growth fund with Nancy
Tengler at the helm.

After more than 30 years in the investment  business,  I've decided to retire at
year-end. Nancy will also be succeeding me as President of Fremont Funds. I have
enjoyed  my tenure at Fremont  and am  confident  I am leaving  the firm in good
hands.

Sincerely,

/s/ Michael H. Kosich

Michael H. Kosich
President

<PAGE>

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

Fund Profile and Letter to Shareholders                                        2
Report of Independent Accountants                                              4
Schedule of Investments in Securities and Net Assets                           5

FINANCIAL STATEMENTS

Statement of Assets and Liabilities                                            7
Statement of Operations                                                        7
Statements of Changes in Net Assets                                            8

FINANCIAL HIGHLIGHTS                                                           9

NOTES TO FINANCIAL STATEMENTS                                                 10

TAX DESIGNATION                                                               12

<PAGE>

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

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

[PHOTO OMITTED]

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 and twelve  month  periods  ended  October  31,  2000,  the  Fremont
Institutional  U.S.  Micro-Cap Fund declined 0.20% and gained 60.36% compared to
the Russell  2000's 1.10% loss and 17.40% gain. We are pleased to have delivered
positive  returns in what has been a very  challenging  year for micro-cap stock
investors.

The  Fund  has  a  history  of  excelling  in  rising  markets  and  holding  up
sufficiently  well during  declines to produce  attractive  returns  through the
micro-cap market cycle. This has translated into excellent long term performance
versus our benchmark index.  This performance  pattern repeated itself in fiscal
2000. The Fund achieved  exceptional  absolute and relative returns in the first
four months of this reporting  period.  Over the balance of the fiscal year, our
returns did not compare  favorably to the benchmark  index.  However,  by fiscal
year end, we posted positive results and maintained our performance lead.

In first half fiscal 2000, our technology investments performed impressively and
our  healthcare  holdings  contributed  to returns.  Our  consumer  and services
investments  lagged.  Although we began  significantly  reducing our tech sector
weighting at the  beginning of second half fiscal  2000,  we still  suffered the
consequences  of significant  exposure to the weakest sector of the market.  Our
healthcare  investments continued to perform relatively well in the second half,
but our consumer and services holdings continued to stumble.

We have been through  challenging  markets  before,  most  recently in the first
three quarters of calendar 1998,  when micro-cap  stocks declined  sharply.  Our
response to this difficult  market was to concentrate the portfolio in stocks we
had the highest degree of confidence in and believed would perform best when the
market turned around. This worked to our advantage in the fourth quarter of 1998
and through all of 1999, a period in which the Fund posted  impressive  returns.
We are currently  laying the groundwork for good gains when the micro-cap  stock
market recovers from its present  malaise.  Let me give two examples of the kind
of stocks we believe will help propel performance in the years ahead.

Two of the  Fund's  larger  holdings,  Spectra-Physics  Lasers  (SPLI)  and Zygo
Corporation (ZIGO), are established  companies with similar growth drivers. Both
companies are well positioned to participate in the explosive  long-term  growth
forecasted  for fiber  optic-based  telecommunications.  SPLI has  leveraged its
strong  position  in  high-power  lasers and optical  coatings  to develop  next
generation products for the telecommunications  industry.  ZIGO has combined its
knowledge  of  precision  optics,  metrology  and motion  control  with a recent
acquisition's   high-volume,   precision-manufacturing   skills  to  potentially
revolutionize the way optical components are manufactured.  While neither firms'
share  price has been  spared  in this  latest  tech  fallout,  both  companies'
businesses  remain on track and are expected to rebound with a turn in the stock
market.

The reduction in our  technology  exposure from nearly 40% of assets at the peak
to 26% of assets at the close of this reporting period, was the only major shift
in sector  weighting  during second half fiscal 2000.  Historically,  the Fund's
technology  weighting  has  ranged  from  a  high  of  around  40%  to a low  of
approximately  20%.  The fact  that we are now in the  lower  end of that  range
reflects our concern that we may continue to see  valuations  in the tech sector
decline  to  come  more  in  line  with  current  fundamentals.  Healthcare  now
represents  13% of  assets,  consumer  stocks  18%,  services  12%  and  special
situations  10%. The  remaining  21% is in cash  reserves.  We believe this "dry
powder" will allow us to take maximum advantage of opportunities evolving in the
micro-cap market.

2 FREMONT MUTUAL FUNDS
<PAGE>

Once the dust  settles,  we will  probably  use much of this cash to rebuild our
technology sector commitments.

In closing,  volatility in the  micro-cap  market is a fact of life. We can live
with that. We will make  adjustments  in response to changing  fundamentals  and
valuations in the different  sectors  represented in the portfolio.  We will use
cash reserves as a defensive  weapon during  difficult  markets and an offensive
weapon in more fertile investment  environments.  However our primary focus will
remain on identifying the most promising  businesses in the five most innovative
sectors of the economy.  This basic  strategy has served us well for a long time
and we believe will continue to generate superior returns in the future.

Sincerely,

/s/ Robert E Kern, Jr.

Robert E Kern, Jr.
Portfolio Manager

--------------------------------------------------------------------------------
FREMONT INSTITUTIONAL
U.S. MICRO-CAP FUND SECTOR
DIVERSIFICATION AS OF 10/31/00
--------------------------------------------------------------------------------

[GRAPHIC OMITTED]

Short-Term Securities            (20.6%)
Health Care                      (13.2%)
Business Equipment & Services    (12.5%)
Technology (Components)          (10.8%)
Technology (Equipment)            (9.7%)
Retail                            (7.8%)
Consumer Services                 (7.5%)
Technology (Software)             (5.2%)
Capital Goods                     (4.1%)
Consumer Non-Durables             (2.3%)
Other                             (6.3%)

ANNUAL RETURNS

11/01/88-10/31/89          +25.28%
11/01/89-10/31/90          -10.25%
11/01/90-10/31/91          +84.70%
11/01/91-10/31/92           -0.65%
11/01/92-10/31/93          +42.08%
11/01/93-10/31/94          -10.62%
11/01/94-10/31/95          +29.21%
11/01/95-10/31/96          +41.99%
11/01/96-10/31/97          +34.19%
11/01/97-10/31/98          -21.03%
11/01/98-10/31/99         +118.10%
11/01/99-10/31/00          +60.36%


TOP TEN HOLDINGS

Boston Communications Group, Inc. ..   3.3%
Anaren Microwave, Inc. .............   2.6%
TeleTech Holdings, Inc. ............   2.5%
COMARCO, Inc. ......................   2.5%
Zygo Corp. .........................   2.3%
Endocare, Inc. .....................   2.3%
Gene Logic, Inc. ...................   2.3%
ArthroCare Corp. ...................   2.2%
Aaon, Inc. .........................   2.1%
Nucentrix Broadband Networks, Inc. .   2.1%
     TOTAL .........................  24.2%

AVERAGE ANNUAL RETURNS
FOR PERIODS ENDED 10/31/00

1 Year      5 Years      10 Years
---------------------------------
60.36%       39.38%       31.82%

GROWTH OF $10,000(1)

[GRAPHIC OMITTED]

                                             10/31/00
                                             --------
Fremont Institutional U.S. Micro-Cap Fund    $178,164
Russell 2000 Index                           $ 40,859

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,  especially in the technology sector. Investors should not
expect that such favorable returns can be achieved consistently.  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.

                                                          FREMONT MUTUAL FUNDS 3
<PAGE>

--------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------------------------------------------------------

To the Board of Directors and Shareholders of Fremont Mutual Funds, Inc.:

In our opinion, the accompanying statement of assets and liabilities,  including
the  schedule of  investments  in  securities  and net  assets,  and the related
statements of operations and changes in net assets and the financial  highlights
present fairly, in all material respects,  the financial position of the Fremont
Institutional  U.S. Micro-Cap Fund (one of the portfolios  constituting  Fremont
Mutual Funds, Inc.) (hereafter  referred to as the "Fund"), at October 31, 2000,
and the results of its  operations  for the year then ended,  the changes in its
net assets for each of the two years in the period then ended, and the financial
highlights  for each of the periods  presented,  in conformity  with  accounting
principles  generally accepted in the United States of America.  These financial
statements  and  financial  high-lights  (hereafter  referred  to as  "financial
statements") are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial  statements based on our audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement presentation.  We believe that our audits, which included confirmation
of  securities  at October 31, 2000 by  correspondence  with the  custodian  and
brokers, provide a reasonable basis for our opinion.


PricewaterhouseCoopers LLP
San Francisco, California
December 19, 2000

4 FREMONT MUTUAL FUNDS
<PAGE>

                    FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
                                October 31, 2000

SCHEDULE OF INVESTMENTS IN SECURITIES AND NET ASSETS

                                                                       Value
     Shares    Security Description                                   (Note 1)
--------------------------------------------------------------------------------

STOCKS 77.6%

BUSINESS EQUIPMENT & SERVICES 12.5%

*    79,300    Agency.com, Inc.                                     $    832,650
*   333,200    Boston Communications Group, Inc.                       7,871,850
*    53,400    Bright Horizons Family Solutions, Inc.                  1,335,000
*    49,400    Corporate Executive Board Co.                           2,278,575
*    34,900    CoStar Group, Inc.                                      1,090,625
*   263,400    Datalink Corp.                                          3,160,800
*    60,200    Infocrossing, Inc.                                        756,262
*   156,600    Media 100, Inc.                                         1,546,425
*    40,400    Shuffle Master, Inc.                                      906,475
*   360,200    Spectrum Control, Inc.                                  4,457,475
*   214,400    TeleTech Holdings, Inc.                                 5,949,600
                                                                    ------------
                                                                      30,185,737
                                                                    ------------

CAPITAL GOODS 4.1%

*   242,500    Aaon, Inc.                                              5,122,812
*    96,700    IMPCO Technologies, Inc.                                1,903,781
*    68,300    Oshkosh Truck Corp.                                     2,808,837
                                                                    ------------
                                                                       9,835,430
                                                                    ------------

CONSUMER DURABLES 0.3%

*   138,600    Jore Corp.                                                814,275
                                                                    ------------
                                                                         814,275
                                                                    ------------

CONSUMER NON-DURABLES 2.3%

*    18,200    Concord Camera Corp.                                      563,062
     67,000    K-Swiss, Inc.                                           1,842,500
*   148,300    McNaughton Apparel Group, Inc.                          2,039,125
*    61,700    Universal Electronics, Inc.                             1,133,737
                                                                    ------------
                                                                       5,578,424
                                                                    ------------

CONSUMER SERVICES 7.5%

*   173,850    American Classic Voyages Co.                            2,401,303
*   353,000    Cash America International, Inc.                        1,831,187
*   170,100    Championship Auto Racing Teams, Inc.                    4,231,237
*    72,400    Internet.com Corp.                                      1,506,825
*   394,000    Lojack Corp.                                            3,152,000
*   222,000    Nucentrix Broadband Networks, Inc.                      5,022,750
                                                                    ------------
                                                                      18,145,302
                                                                    ------------

ENERGY 1.1%

*   301,400    Newpark Resources, Inc.                                 2,712,600
                                                                    ------------
                                                                       2,712,600
                                                                    ------------

HEALTH CARE 13.2%

*   238,500    ArthroCare Corp.                                        5,410,969
*   253,100    eBenX, Inc.                                             3,021,381
*   203,300    Eclipsys Corp.                                          5,018,969
*   313,100    Endocare, Inc.                                          5,537,956
*   233,300    Fusion Medical Technologies, Inc.                       1,924,725
*   251,600    Gene Logic, Inc.                                        5,488,025
*   239,400    Innerdyne, Inc.                                         1,675,800
*   104,600    NeoPharm, Inc.                                          3,791,750
                                                                    ------------
                                                                      31,869,575
                                                                    ------------

RAW MATERIALS 0.3%

    101,900    Northern Technologies International Corp.            $    706,931
                                                                    ------------
                                                                         706,931
                                                                    ------------

RETAIL 7.8%

*    57,200    Bebe Stores, Inc.                                         872,300
*   125,600    Buca, Inc.                                              1,962,500
*    64,600    Electronics Boutique Holdings Corp.                     1,009,375
*    46,000    Finish Line, Inc. (Class A)                               350,750
*   241,300    Genesco, Inc.                                           4,283,075
*   129,800    Good Guys, Inc.                                           762,575
*   278,900    Gymboree Corp.                                          2,492,669
*   223,900    Intertan, Inc.                                          2,476,894
*    68,500    Quicksilver, Inc.                                       1,310,063
*    63,000    Stein Mart, Inc.                                          976,500
*    42,600    The Buckle, Inc.                                          716,213
*    59,500    The Children's Place Retail Stores, Inc.                1,543,281
                                                                    ------------
                                                                      18,756,195
                                                                    ------------

SHELTER 1.3%

*   292,900    Modtech Holdings, Inc.                                  3,112,063
                                                                    ------------
                                                                       3,112,063
                                                                    ------------

TECHNOLOGY (COMPONENTS) 10.8%

*    59,650    Anaren Microwave, Inc.                                  6,203,600
*   169,700    California Amplifier, Inc.                              4,242,500
*   331,600    California Micro Devices Corp.                          4,207,175
*   122,100    Microsemi Corp.                                         4,884,000
*   158,800    Parlex Corp.                                            2,540,800
*    15,100    Sage, Inc.                                                200,075
*   109,800    Spectra-Physics Lasers, Inc.                            3,877,313
                                                                    ------------
                                                                      26,155,463
                                                                    ------------

TECHNOLOGY (EQUIPMENT) 9.7%

     93,700    BEI Technologies, Inc.                                  3,338,063
*   306,900    COMARCO, Inc.                                           5,927,006
*   278,800    Micro Component Technology, Inc.                        1,254,600
*   187,700    Netopia, Inc.                                           2,041,238
*   279,500    Repeater Technologies, Inc.                               978,250
*   120,800    Rimage Corp.                                            1,208,000
*   214,100    RIT Technologies Ltd.                                   1,920,209
*    73,200    Trikon Technologies, Inc.                               1,203,225
*   114,700    Zygo Corp.                                              5,677,650
                                                                    ------------
                                                                      23,548,241
                                                                    ------------

TECHNOLOGY (SOFTWARE) 5.2%

*   112,000    Exigent International, Inc.                               227,500
*   120,000    MDSI Mobile Data Solutions, Inc.                        1,545,000
*   116,900    Novadigm, Inc.                                          1,169,000
*   153,900    PC-Tel, Inc.                                            2,654,775
*   161,100    Primus Knowledge Solutions, Inc.                        1,308,938
*   137,500    Princeton Video Image, Inc.                               601,563
*   212,500    Puma Technology, Inc.                                   2,882,031
*   135,900    Take-Two Interactive Software, Inc.                     1,690,256
*    48,600    VocalTec Communications Ltd.                              413,100
                                                                    ------------
                                                                      12,492,163
                                                                    ------------

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

                                                          FREMONT MUTUAL FUNDS 5
<PAGE>

                    FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
                                October 31, 2000

SCHEDULE OF INVESTMENTS IN SECURITIES AND NET ASSETS

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

UTILITIES 1.5%

*   338,500    Cadiz, Inc.                                          $  3,596,563
                                                                    ------------
                                                                       3,596,563
                                                                    ------------

TOTAL STOCKS (Cost $174,836,153)                                     187,508,962
                                                                    ------------

SHORT-TERM INVESTMENTS 20.6%

$10,000,000    Associates Corp. of North America,
                 6.620%,(a) 11/01/00                                  10,000,000
 39,838,188    Repurchase Agreement,
                 State Street Bank and Trust Co.,
                 5.980%, 11/01/00
                 (Maturity Value $39,844,805)
                 (Cost $39,838,188) Collateral:
                 FNMA, 6.360%, 04/09/09                               39,838,188
                                                                    ------------

TOTAL SHORT-TERM INVESTMENTS (Cost $49,838,188)                       49,838,188
                                                                    ------------

TOTAL INVESTMENTS (Cost $224,674,341), 98.2%                         237,347,150
                                                                    ------------

OTHER ASSETS AND LIABILITIES, NET, 1.8%                                4,307,023
                                                                    ------------

NET ASSETS, 100.0%                                                  $241,654,173
                                                                    ============

*    Non-income producing security.
(a)  Represents discount rate or yield to maturity at the date of acquisition.

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

6 FREMONT MUTUAL FUNDS
<PAGE>

                    FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND

STATEMENT OF ASSETS AND LIABILITIES
October 31, 2000
(All numbers in thousands except net asset value per share)

ASSETS:

    Investments in securities at cost                                $  184,836
    Repurchase agreement at cost                                         39,838
                                                                     ----------
         TOTAL INVESTMENTS AT COST                                   $  224,674
                                                                     ==========

    Investments in securities at value                               $  197,509
    Repurchase agreement at value                                        39,838
    Dividends and interest receivable                                        17
    Receivable for securities sold                                        4,415
    Receivable from sale of fund shares                                   2,277
    Other assets                                                             26
                                                                     ----------
         TOTAL ASSETS                                                   244,082
                                                                     ----------

LIABILITIES:

    Payable for securities purchased                                      1,266
    Payable for fund shares redeemed                                        920
    Accrued expenses:
         Investment advisory, administrative
           and distribution fees                                            229
         Other                                                               13
                                                                     ----------
         TOTAL LIABILITIES                                                2,428
                                                                     ----------

NET ASSETS                                                           $  241,654
                                                                     ==========

Net assets consist of:
    Paid in capital                                                  $  212,728
    Undistributed net investment income                                      20
    Unrealized appreciation on investments                               12,673
    Accumulated net realized gain                                        16,233
                                                                     ----------

NET ASSETS                                                           $  241,654
                                                                     ==========

SHARES OF CAPITAL STOCK OUTSTANDING                                      13,915
                                                                     ==========

NET ASSET VALUE PER SHARE                                            $    17.37
                                                                     ==========


STATEMENT OF OPERATIONS
Year Ended October 31, 2000
(All numbers in thousands)

INVESTMENT INCOME:

    Interest                                                         $    3,386
    Dividends                                                                58
                                                                     ----------
         TOTAL INCOME                                                     3,444
                                                                     ----------
EXPENSES:

    Investment advisory and
      administrative fees                                                 2,552
    Shareholder servicing fees                                               40
    Custody fees                                                             59
    Accounting fees                                                          39
    Audit and legal fees                                                     31
    Directors' fees                                                          12
    Registration fees                                                        17
    Reports to shareholders                                                   7
    Recouped by management                                                    6
    Other                                                                    16
                                                                     ----------

    TOTAL EXPENSES BEFORE REDUCTIONS                                      2,779
         Earned custody credit                                               (5)
                                                                     ----------
         TOTAL NET EXPENSES                                               2,774
                                                                     ----------

         NET INVESTMENT INCOME                                              670

REALIZED AND UNREALIZED GAIN (LOSS)
FROM INVESTMENTS:

    Net realized gain from:
      Investments                                                        65,700

    Net unrealized depreciation on:
      Investments                                                       (10,774)
                                                                     ----------

    Net realized and unrealized gain
      from investments                                                   54,926
                                                                     ----------

         NET INCREASE IN NET ASSETS
         RESULTING FROM OPERATIONS                                   $   55,596
                                                                     ==========

                                                          FREMONT MUTUAL FUNDS 7
<PAGE>

                    FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED OCTOBER 31, 2000 AND 1999
(All numbers in thousands)

                                                            2000         1999
                                                          --------     --------
INCREASE (DECREASE) IN NET ASSETS:
     From operations:
         Net investment income (loss)                     $    670     $   (342)
         Net realized gain from investments                 65,700       20,874
         Net unrealized appreciation (depreciation)
           on investments                                  (10,774)      27,929
                                                          --------     --------
            Net increase in net assets from operations      55,596       48,461
                                                          --------     --------
     Distributions to shareholders from:
         Net investment income                                (650)          --
         Net realized gains                                (50,131)     (16,721)
                                                          --------     --------
            Total distributions to shareholders            (50,781)     (16,721)
                                                          --------     --------
     From capital share transactions:
         Proceeds from shares sold                         213,074       30,562
         Reinvested dividends                               44,890       15,424
         Payments for shares redeemed                     (126,096)     (10,102)
                                                          --------     --------
         Net increase in net assets
           from capital share transactions                 131,868       35,884
                                                          --------     --------
            Net increase in net assets                     136,683       67,624

Net assets at beginning of period                          104,971       37,347
                                                          --------     --------
NET ASSETS AT END OF PERIOD                               $241,654     $104,971
                                                          ========     ========
Undistributed net investment income                       $     20     $     --
                                                          ========     ========
CAPITAL TRANSACTIONS IN SHARES:
         Sold                                                9,462        2,321
         Reinvested dividends                                2,577        1,180
         Redeemed                                           (5,797)        (797)
                                                          --------     --------
            Net increase from capital share transactions     6,242        2,704
                                                          ========     ========

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

8 FREMONT MUTUAL FUNDS
<PAGE>

                    FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS                                      Year Ended October 31
--------------------------------------------------------------------------------               Period from
                                                                                           August 4, 1997(1) to
                                                   2000            1999            1998      October 31, 1997
                                                ----------      ----------      ----------      ----------

SELECTED PER SHARE DATA
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)                       .06            (.04)           (.04)             --
    Net realized and unrealized gain (loss)           8.19            8.80           (1.98)            .09
                                                ----------      ----------      ----------      ----------
         Total investment operations                  8.25            8.76           (2.02)            .09
                                                ----------      ----------      ----------      ----------

LESS DISTRIBUTIONS
    From net investment income                        (.06)             --              --              --
    From net realized gains                          (4.50)          (2.60)           (.24)           (.31)
                                                ----------      ----------      ----------      ----------
         Total distributions                         (4.56)          (2.60)           (.24)           (.31)
                                                ----------      ----------      ----------      ----------

    NET ASSET VALUE, END OF PERIOD              $    17.37      $    13.68      $     7.52      $     9.78
                                                ==========      ==========      ==========      ==========

TOTAL RETURN(2)                                      60.36%         118.10%         -21.03%            .90%

RATIOS AND SUPPLEMENTAL DATA
    Net assets, end of period (000s omitted)    $  241,654      $  104,971      $   37,347      $   40,545
    Ratio of net expenses to average net
      assets(3)                                       1.25%           1.25%           1.25%           1.25%*
    Ratio of gross expenses to average net
      assets(3)                                       1.24%           1.35%           1.38%           1.49%*
    Ratio of net investment income (loss)
      to average net assets                            .30%           -.53%           -.44%           -.21%*
    Portfolio turnover rate                            123%            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 9
<PAGE>

                    FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
                Notes To Financial Statements -- October 31, 2000

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  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 and distributes  taxable income and net
          realized gains, if any, in accordance with schedules  described in the
          prospectus.

          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.

          Permanent  differences  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 from 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 October 31,  2000,  all  outstanding
          repurchase  agreements  held by the  Fund,  had been  entered  into on
          October 31, 2000.

10 FREMONT MUTUAL FUNDS
<PAGE>

                    FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
                Notes To Financial Statements -- October 31, 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 Advisor has agreed to limit the Fund's total operating expenses to
          1.25% of average  daily net assets  until March 1, 2001.  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  by the  Fund  until
          payment is probable.  At October 31, 2000, the Advisor recouped $5,654
          of reimbursed expenses. At October 31, 2000, the cumulative unrecouped
          reimbursements totaled $125,804. The Advisor may recoup $63,711 of the
          above  amount no later than October 31, 2001 and $62,093 no later than
          October 31, 2002.

          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 October  31,  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 31% 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.   PURCHASES AND SALES OF INVESTMENT SECURITIES

          Aggregate  purchases and  aggregate  proceeds from sales of securities
          for the fiscal year ended October 31, 2000 were as follows:

                                         PURCHASES          PROCEEDS
                                        ------------      ------------
          Long-term securities:         $248,179,441      $200,020,788

4.   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.

5.   UNREALIZED APPRECIATION (DEPRECIATION) -- TAX BASIS

          At October 31, 2000,  the cost of  securities  for federal  income tax
          purposes was $225,817,360 and the net unrealized appreciation based on
          that cost were as follows:

          Unrealized appreciation       $ 39,353,180
          Unrealized depreciation        (27,823,390)
                                         -----------
          Net unrealized appreciation   $ 11,529,790
                                        ============

6.   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.

                                                         FREMONT MUTUAL FUNDS 11
<PAGE>

                    FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND
                           TAX DESIGNATION (UNAUDITED)

In accordance  with the Internal  Revenue Code, the Fund is making the following
designation:

CORPORATE DIVIDEND RECEIVED DEDUCTIONS:  2%

LONG-TERM CAPITAL GAIN DISTRIBUTIONS:  $915,531

PLEASE REFER TO THE 2000 1099S FOR PURPOSES OF FILING TAX RETURNS.


12 FREMONT MUTUAL FUNDS
<PAGE>

FREMONT FUNDS
50 Beale Street, Suite 100
San Francisco, CA 94105

www.fremontfunds.com

Distributed by First Fund Distributors, Inc., San Francisco, CA 94105
BR008b-0012



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