FREMONT MUTUAL FUNDS INC
N-30D, 2001-01-12
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            FREMONT MUTUAL FUNDS, INC.
            --------------------------------------------------------------------
                                 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                                                               13

<PAGE>

--------------------------------------------------------------------------------
FREMONT 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 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 U.S.
Micro-Cap Fund declined  0.77% and gained 46.07%  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 bench-mark 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 firm's
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 37% of assets at the peak to 24%
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  low  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  17%,  services  13%  and  special
situations  9%. The  remaining  24% is in cash  reserves.  We believe  this "dry
powder" will allow us to take maximum advantage of opportunities evolving in the
micro-cap market. Once the dust settles, we will probably

2  FREMONT MUTUAL FUNDS
<PAGE>

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

[GRAPHIC OMITTED]

Short-Term Securities           (23.8%)
Health Care                     (13.2%)
Business Equipment & Services   (12.9%)
Technology (Components)         (10.3%)
Technology (Equipment)           (8.4%)
Retail                           (7.7%)
Consumer Services                (6.7%)
Technology (Software)            (5.5%)
Capital Goods                    (3.4%)
Consumer Non-Durables            (2.3%)
Other                            (5.8%)

ANNUAL RETURNS

6/30/94-10/31/94*            +3.60%
11/01/94-10/31/95           +38.68%
11/01/95-10/31/96           +41.46%
11/01/96-10/31/97           +28.80%
11/01/97-10/31/98           -23.45%
11/01/98-10/31/99          +110.46%
11/01/99-10/31/00           +46.07%

TOP TEN HOLDINGS

Boston Communications Group, Inc. .........  3.0%
Anaren Microwave, Inc. ....................  2.5%
TeleTech Holdings, Inc. ...................  2.5%
Endocare, Inc. ............................  2.4%
Zygo Corp. ................................  2.2%
ArthroCare Corp. ..........................  2.2%
Gene Logic, Inc. ..........................  2.2%
Eclipsys Corp..............................  1.9%
Microsemi Corp. ...........................  1.9%
NeoPharm, Inc..............................  1.8%
   TOTAL .................................. 22.6%

GROWTH OF $10,000(1)

[GRAPHIC OMITTED]

                                 10/31/00
                                 --------
Fremont U.S. Micro-Cap Fund      $ 61,630
Russell 2000 Index               $ 22,595

AVERAGE ANNUAL RETURNS FOR PERIODS ENDED 10/31/00

 1 Year     3 Years     5 Years     Since Inception (6/30/94)
-------------------------------------------------------------
 46.07%      33.01%      33.78%              33.23%

*Unannualized.  1 Assumes initial  investment of $10,000 on inception date, June
30, 1994.  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.  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
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 highlights  (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 U.S. MICRO-CAP FUND
                                October 31, 2000

SCHEDULE OF INVESTMENTS IN SECURITIES AND NET ASSETS

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

STOCKS 74.9%

BUSINESS EQUIPMENT & SERVICES 12.9%

*     277,500  Agency.com, Inc.                                     $  2,913,750
*   1,060,500  Boston Communications
                 Group, Inc.(a)                                       25,054,312
*     209,700  Bright Horizons Family
                 Solutions, Inc.                                       5,242,500
*     168,000  Corporate Executive Board Co.                           7,749,000
*     360,900  CoStar Group, Inc.                                     11,278,125
*     768,100  Datalink Corp.(a)                                       9,217,200
*     255,100  Infocrossing, Inc.                                      3,204,694
*     512,300  Media 100, Inc.                                         5,058,962
*     169,200  Shuffle Master, Inc.                                    3,796,425
*   1,045,000  Spectrum Control, Inc.(a)                              12,931,875
*     732,000  TeleTech Holdings, Inc.                                20,313,000
                                                                    ------------
                                                                     106,759,843
                                                                    ------------

CAPITAL GOODS 3.4%

*     584,300  Aaon, Inc.(a)                                          12,343,337
*     336,400  IMPCO Technologies, Inc.                                6,622,875
*     212,900  Oshkosh Truck Corp.                                     8,755,512
                                                                    ------------
                                                                      27,721,724
                                                                    ------------

CONSUMER DURABLES 0.4%

*     632,300  Jore Corp.                                              3,714,762
                                                                    ------------
                                                                       3,714,762
                                                                    ------------

CONSUMER NON-DURABLES 2.3%

*      57,300  Concord Camera Corp.                                    1,772,719
      231,500  K-Swiss, Inc.                                           6,366,250
*     509,200  McNaughton Apparel Group, Inc.(a)                       7,001,500
*     204,500  Universal Electronics, Inc.                             3,757,687
                                                                    ------------
                                                                      18,898,156
                                                                    ------------

CONSUMER SERVICES 6.7%

*     568,800  American Classic Voyages Co.                            7,856,550
    1,275,000  Cash America International, Inc.(a)                     6,614,062
*     501,100  Championship Auto Racing
                 Teams, Inc.                                          12,464,863
*     240,900  Internet.com Corp.                                      5,013,731
*   1,098,300  Lojack Corp.(a)                                         8,786,400
*     651,200  Nucentrix Broadband
                 Networks, Inc.(a)                                    14,733,400
                                                                    ------------
                                                                      55,469,006
                                                                    ------------

ENERGY 1.1%

*     982,200  Newpark Resources, Inc.                                 8,839,800
                                                                    ------------
                                                                       8,839,800
                                                                    ------------

HEALTH CARE 13.2%

*     800,700  ArthroCare Corp.                                       18,165,881
*     813,200  eBenX, Inc.                                             9,707,575
*     643,300  Eclipsys Corp.                                         15,881,469
*   1,113,700  Endocare, Inc.(a)                                      19,698,569
*     791,100  Fusion Medical Technologies, Inc.(a)                    6,526,575
*     824,500  Gene Logic, Inc.                                       17,984,406
*     842,900  Innerdyne, Inc.                                         5,900,300
*     411,000  NeoPharm, Inc.                                         14,898,750
                                                                    ------------
                                                                     108,763,525
                                                                    ------------

RAW MATERIALS 0.3%

*     347,850  Northern Technologies
                 International Corp.(a)                             $  2,413,209
                                                                    ------------
                                                                       2,413,209
                                                                    ------------

RETAIL 7.7%

*     188,000  Bebe Stores, Inc.                                       2,867,000
*     455,600  Buca, Inc.                                              7,118,750
*     213,200  Electronics Boutique
                 Holdings Corp.                                        3,331,250
*     181,600  Finish Line, Inc. (Class A)                             1,384,700
*     811,000  Genesco, Inc.                                          14,395,250
*     458,400  Good Guys, Inc.                                         2,693,100
*     980,100  Gymboree Corp.                                          8,759,644
*     723,600  Intertan, Inc.                                          8,004,825
*     222,100  Quicksilver, Inc.                                       4,247,663
*     227,300  Stein Mart, Inc.                                        3,523,150
*     136,800  The Buckle, Inc.                                        2,299,950
*     196,900  The Children's Place
                 Retail Stores, Inc.                                   5,107,094
                                                                    ------------
                                                                      63,732,376
                                                                    ------------

SHELTER 1.3%

*   1,033,900  Modtech Holdings, Inc.(a)                              10,985,188
                                                                    ------------
                                                                      10,985,188
                                                                    ------------

TECHNOLOGY (COMPONENTS) 10.3%

*     201,700  Anaren Microwave, Inc.                                 20,976,800
*     578,200  California Amplifier, Inc.                             14,455,000
*   1,089,500  California Micro Devices Corp.(a)                      13,823,031
*     390,100  Microsemi Corp.                                        15,604,000
*     529,000  Parlex Corp.(a)                                         8,464,000
*      51,300  Sage, Inc.                                                679,725
*     316,200  Spectra-Physics Lasers, Inc.                           11,165,813
                                                                    ------------
                                                                      85,168,369
                                                                    ------------

TECHNOLOGY (EQUIPMENT) 8.4%

      301,500  BEI Technologies, Inc.                                 10,740,938
*     644,100  COMARCO, Inc.(a)                                       12,439,181
*     804,600  Micro Component
                 Technology, Inc.(a)                                   3,620,700
*     636,350  Netopia, Inc.                                           6,920,306
*     945,400  Repeater Technologies, Inc.                             3,308,900
*     415,000  Rimage Corp.                                            4,150,000
*     696,100  RIT Technologies Ltd.(a)                                6,243,147
*     243,000  Trikon Technologies, Inc.                               3,994,313
*     367,600  Zygo Corp.                                             18,196,200
                                                                    ------------
                                                                      69,613,685
                                                                    ------------

TECHNOLOGY (SOFTWARE) 5.5%

*     485,710  Exigent International, Inc.(a)                            986,598
*     421,700  MDSI Mobile Data Solutions, Inc.                        5,429,388
*     446,000  Novadigm, Inc.                                          4,460,000
*     609,100  PC-Tel, Inc.                                           10,506,975
*     583,500  Primus Knowledge Solutions, Inc.                        4,740,938
*     468,500  Princeton Video Image, Inc.                             2,049,688
*     704,900  Puma Technology, Inc.                                   9,560,206
*     461,100  Take-Two Interactive Software, Inc.                     5,734,931
*     191,200  VocalTec Communications Ltd.                            1,625,200
                                                                    ------------
                                                                      45,093,924
                                                                    ------------

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

                                                         FREMONT MUTUAL FUNDS  5
<PAGE>

                           FREMONT 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 1.4%

*   1,093,000  Cadiz, Inc.                                          $ 11,613,125
                                                                    ------------
                                                                      11,613,125
                                                                    ------------

TOTAL STOCKS (Cost $579,020,370)                                     618,786,692
                                                                    ------------

SHORT-TERM INVESTMENTS 23.8%
$  10,000,000  Associates Corp. of
                 North America,
                 6.620%(b), 11/01/00                                  10,000,000
   36,076,405  Repurchase Agreement,
                 State Street Bank and Trust Co.,
                 5.980%, 11/01/00 (Maturity
                 Value $36,082,398)
                 (Cost $36,076,405) Collateral:
                 FHLMC, 7.050%, 09/19/03                              36,076,405
   50,000,000  Repurchase Agreement,
                 State Street Bank and Trust Co.,
                 5.980%, 11/01/00 (Maturity
                 Value $50,008,306)
                 (Cost $50,000,000) Collateral:
                 FNMA, 6.000%, 11/15/01                               50,000,000
   50,000,000  Repurchase Agreement,
                 State Street Bank and Trust Co.,
                 5.980%, 11/01/00 (Maturity
                 Value $50,008,306)
                 (Cost $50,000,000) Collateral:
                 FNMA, 6.030%, 08/06/01                               50,000,000
   50,000,000  Repurchase Agreement,
                 State Street Bank and Trust Co.,
                 5.980%, 11/01/00 (Maturity
                 Value $50,008,306)
                 (Cost $50,000,000) Collateral:
                 FNMA, 6.100%, 08/10/01                               50,000,000


TOTAL SHORT-TERM INVESTMENTS (Cost $196,076,405)                     196,076,405
                                                                    ------------

TOTAL INVESTMENTS (Cost $775,096,775), 98.7%                         814,863,097
                                                                    ------------

OTHER ASSETS AND LIABILITIES, NET, 1.3%                               11,109,407
                                                                    ------------

NET ASSETS, 100.0%                                                  $825,972,504
                                                                    ============

*    Non-income producing security.
(a)  As of October 31, 2000, these securities represent ownership of at least 5%
     of the voting  securities of the issuer and are,  therefore,  affiliates as
     defined  in the  Investment  Company  Act of 1940;  See note 2 of "Notes to
     Financial Statements."
(b)  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 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                                    $589,021
   Repurchase agreements at cost                                         186,076
                                                                        --------
      TOTAL INVESTMENTS AT COST                                         $775,097
                                                                        ========

   Investments in securities at value                                   $628,787
   Repurchase agreements at value                                        186,076
   Cash                                                                       88
   Dividends and interest receivable                                          62
   Receivable for securities sold                                         12,502
   Receivable from sale of fund shares                                     5,349
                                                                        --------
      TOTAL ASSETS                                                       832,864
                                                                        --------
LIABILITIES:

   Payable for securities purchased                                        4,433
   Payable for fund shares redeemed                                        1,459
   Accrued expenses:
      Investment advisory, administrative
       and distribution fees                                                 999
                                                                        --------
      TOTAL LIABILITIES                                                    6,891
                                                                        --------
NET ASSETS                                                              $825,973
                                                                        ========
Net assets consist of:
   Paid in capital                                                      $724,563
   Undistributed net investment income                                         8
   Unrealized appreciation on investments                                 39,766
   Accumulated net realized gain                                          61,636
                                                                        --------
NET ASSETS                                                              $825,973
                                                                        ========
SHARES OF CAPITAL STOCK OUTSTANDING                                       23,609
                                                                        ========
NET ASSET VALUE PER SHARE                                               $  34.99
                                                                        ========


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

INVESTMENT INCOME:

   Interest                                                           $  14,057
   Dividends                                                                229
                                                                      ---------
      TOTAL INCOME                                                       14,286
                                                                      ---------
EXPENSES:

   Investment advisory fees                                              13,786
                                                                      ---------
      TOTAL NET EXPENSES                                                 13,786
                                                                      ---------
         NET INVESTMENT INCOME                                              500
                                                                      ---------
REALIZED AND UNREALIZED GAIN
(LOSS) FROM INVESTMENTS:

   Net realized gain from:
    Investments                                                         189,664

   Net unrealized depreciation on:
    Investments                                                         (27,312)
                                                                      ---------
      Net realized and unrealized gain
       from investments                                                 162,352
                                                                      ---------
         NET INCREASE IN NET ASSETS
         RESULTING FROM OPERATIONS                                    $ 162,852
                                                                      =========

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

                                                         FREMONT MUTUAL FUNDS  7
<PAGE>

                          FREMONT U.S. MICRO-CAP FUND

STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended October 31, 2000 and 1999
(All numbers in thousands)
<TABLE>
<CAPTION>
                                                                      2000           1999
                                                                  -----------    -----------
<S>                                                               <C>            <C>
INCREASE (DECREASE) IN NET ASSETS
   From operations:
      Net investment income (loss)                                $       500    $    (1,933)
      Net realized gain from investments                              189,664         62,303
      Net unrealized appreciation (depreciation) on investments       (27,312)        79,635
                                                                  -----------    -----------
         Net increase in net assets from operations                   162,852        140,005
                                                                  -----------    -----------
   Distributions to shareholders from:
      Net investment income                                              (492)            --
      Net realized gains                                             (128,587)       (53,551)
                                                                  -----------    -----------
         Total distributions to shareholders                         (129,079)       (53,551)
                                                                  -----------    -----------
   From capital share transactions:
      Proceeds from shares sold                                     1,577,644        448,130
      Reinvested dividends                                            119,451         43,583
      Payments for shares redeemed                                 (1,205,398)      (397,680)
                                                                  -----------    -----------
         Net increase in net assets
          from capital share transactions                             491,697         94,033
                                                                  -----------    -----------
      Net increase in net assets                                      525,470        180,487

Net assets at beginning of period                                     300,503        120,016
                                                                  -----------    -----------
NET ASSETS AT END OF PERIOD                                       $   825,973    $   300,503
                                                                  ===========    ===========
Undistributed net investment income                               $         8    $        --
                                                                  ===========    ===========
CAPITAL TRANSACTIONS IN SHARES:
   Sold                                                                36,444         17,299
   Reinvested dividends                                                 3,410          1,614
   Redeemed                                                           (26,839)       (15,663)
                                                                  -----------    -----------
      Net increase from capital share transactions                     13,015          3,250
                                                                  ===========    ===========
</TABLE>

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

8  FREMONT MUTUAL FUNDS
<PAGE>

                          FREMONT U.S. MICRO-CAP FUND
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS                                                       YEAR ENDED OCTOBER 31
----------------------------------------------------------------------------------------------------------------------
                                                        2000          1999          1998          1997          1996
                                                        ----          ----          ----          ----          ----
<S>                                                  <C>           <C>           <C>           <C>           <C>
SELECTED PER SHARE DATA
   For one share outstanding during the period

   NET ASSET VALUE, BEGINNING OF PERIOD              $   28.36     $   16.34     $   22.69     $   19.63     $   14.34
                                                     ---------     ---------     ---------     ---------     ---------
   INCOME FROM INVESTMENT OPERATIONS
      Net investment income (loss)                         .02          (.18)         (.25)         (.10)         (.04)
      Net realized and unrealized gain (loss)            13.03         17.94         (4.86)         5.60          5.83
                                                     ---------     ---------     ---------     ---------     ---------
      Total investment operations                        13.05         17.76         (5.11)         5.50          5.79
                                                     ---------     ---------     ---------     ---------     ---------
   LESS DISTRIBUTIONS
      From net investment income                          (.02)           --            --            --            --
      From net realized gains                            (6.40)        (5.74)        (1.24)        (2.44)         (.50)
                                                     ---------     ---------     ---------     ---------     ---------
      Total distributions                                (6.42)        (5.74)        (1.24)        (2.44)         (.50)
                                                     ---------     ---------     ---------     ---------     ---------
   NET ASSET VALUE, END OF PERIOD                    $   34.99     $   28.36     $   16.34     $   22.69     $   19.63
                                                     =========     =========     =========     =========     =========
TOTAL RETURN                                             46.07%       110.46%      (23.45)%        28.80%1       41.46%1

RATIOS AND SUPPLEMENTAL DATA
   Net assets, end of period (000s omitted)          $ 825,973     $ 300,503     $ 120,016     $ 171,507     $ 102,481
   Ratio of net expenses to average net assets 2          1.57%         1.82%         1.94%         1.88%         1.96%
   Ratio of gross expenses to average net assets 2        1.57%         1.82%         1.94%         1.90%         2.22%
   Ratio of net investment income (loss)
    to average net assets                                  .06%         -.97%        -1.22%         -.67%         -.51%
   Portfolio turnover rate                                 117%          164%          170%          125%           81%
</TABLE>

1    Total  return  would have been  lower had the  advisor  not  waived  and/or
     reimbursed expenses.
2    See note 2 of "Notes to Financial Statements."

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

                                                         FREMONT MUTUAL FUNDS  9
<PAGE>

                          FREMONT 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 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.

          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 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 advisory agreement (the "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.
          Under  the  terms of the  Agreement,  the  Advisor  receives  a single
          management fee from the Fund, and is obligated to pay all expenses of
          the Fund except extraordinary expenses (as determined by a majority of
          the disinterested directors) and interest,  brokerage commissions, and
          other transaction charges relating to the investing  activities of the
          Fund.  The  Advisor  has  agreed to limit the Fund's  total  operating
          expenses to 1.98% of average daily net assets until March 1, 2001. For
          its advisory services,  the Advisor receives a management fee based on
          the average daily net assets of the Fund as described below:

               Average Daily Net Assets      Advisory Fee
               ------------------------      ------------
               First $30 million                 2.50%
               Next $70 million                  2.00%
               On balance over $100 million      1.50%

          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.

          AFFILIATED COMPANY TRANSACTIONS

          Investments in portfolio  companies,  5% or more of whose  outstanding
          voting  securities  are held by a Fund,  are defined in the Investment
          Act of 1940 as affiliated companies.  The Fund had investments in such
          companies.  A  summary  of  transactions  for  each  issuer  who is an
          affiliate during the fiscal year ended October 31, 2000, follows:

<TABLE>
<CAPTION>
                              Share                                                                Share
                             Balance    Aggregate    Aggregate        Net                         Balance       Value
                           October 31,   Purchase      Sales        Realized                    October 31,   October 31,
Issuer                        1999         Cost         Cost       Gain/(Loss)        Income       2000          2000
                           ----------------------------------------------------------------------------------------------
<S>                          <C>       <C>           <C>           <C>               <C>         <C>         <C>
Aaon, Inc.                        --   $11,545,564   $ 2,685,942   $   270,065       $    --       584,300   $12,343,337
Boston Communications
  Group, Inc.                477,200     7,268,732            --            --            --     1,060,500    25,054,312
California Micro
  Devices Corp.                   --    16,596,860       112,884       (30,816)           --     1,089,500    13,823,031
Cash America
  International              201,600    10,771,411            --            --        39,216     1,275,000     6,614,062
COMARCO, Inc.                     --    14,288,050            --            --            --       644,100    12,439,181
Datalink Corp.               305,700    13,567,016     3,012,475      (468,821)           --       768,100     9,217,200
Endocare, Inc.                    --    16,315,669            --            --            --     1,113,700    19,698,569
Exigent
  International, Inc.             --     2,382,423            --            --            --       485,710       986,598
Fusion Medical
  Technologies, Inc.          78,000     9,982,000       168,213      (204,559)           --       791,100     6,526,575
Lojack Corp.                      --     8,189,691            --            --            --     1,098,300     8,786,400
McNaughton Apparel
  Group, Inc.                316,500     2,780,457       340,855        (9,961)           --       509,200     7,001,500
Micro Component
  Technology, Inc.                --     5,553,967            --            --            --       804,600     3,620,700
Modtech Holdings, Inc.        98,000     8,635,802            --            --            --     1,033,900    10,985,188
Northern Technologies
  International Corp.        258,950       642,504            --            --            --       347,850     2,413,209
Nucentrix Broadband
  Networks, Inc.                  --    16,949,900            --            --            --       651,200    14,733,400
Parlex Corp.                      --    21,353,988     1,240,402    (2,237,548)           --       529,000     8,464,000
RIT Technologies Ltd.             --     8,580,769            --            --            --       696,100     6,243,147
Spectrum Control, Inc.            --    12,536,557     1,345,881       271,144            --     1,045,000    12,931,875
</TABLE>

                                                        FREMONT MUTUAL FUNDS  11
<PAGE>

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

          OTHER RELATED PARTIES

          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:   $924,569,929     $720,402,385

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 $778,252,716 and the net unrealized appreciation based on
          that cost were as follows:

               Unrealized appreciation        $ 139,891,784
               Unrealized depreciation         (103,281,403)
                                              -------------
               Net unrealized appreciation    $  36,610,381
                                              =============

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.

12  FREMONT MUTUAL FUNDS
<PAGE>

                          FREMONT 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: $2,990,755

Please refer to the 2000 1099s for purposes of filing tax returns.

                                                        FREMONT MUTUAL FUNDS  13
<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
BR008c-0012.



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