FREMONT MUTUAL FUNDS, INC.

                        Supplement dated October 1, 2001
                                     to the
            Prospectus dated March 1, 2001, as amended July 20, 2001

FREMONT EMERGING MARKETS FUND CEASES OPERATIONS:

After a careful  review,  the Board of Directors of Fremont Mutual Funds,  Inc.,
determined  that the  shareholders  interests  were best  served by closing  the
Fremont  Emerging Markets Fund and liquidating its assets on September 28, 2001.
No new shares will be issued by the Fund.

FREMONT  INTERNATIONAL GROWTH FUND, FREMONT U.S. SMALL CAP FUND AND FREMONT REAL
ESTATE SECURITIES FUND:

The Board of Directors of Fremont  Mutual Funds,  Inc., has decided to terminate
the Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of
1940.  Effective  September  14, 2001,  the Fremont  International  Growth Fund,
Fremont  U.S.  Small Cap Fund and Fremont  Real Estate  Securities  Fund will no
longer charge 12b-1 distribution expenses to shareholders.

The "FEES AND EXPENSES"  section  found on page 5 for the Fremont  International
Growth  Fund,  page 13 for the Fremont  U.S.  Small Cap Fund and page 17 for the
Fremont Real Estate  Securities  Fund is replaced  with the  information  in the
table below.

FEES AND EXPENSES

This table below describes the fees and expenses that you may pay if you buy and
hold shares of each Fund.



                                               FREMONT          FREMONT            FREMONT
                                            INTERNATIONAL      U.S. SMALL        REAL ESTATE
                                             GROWTH FUND        CAP FUND       SECURITIES FUND
                                             -----------        --------       ---------------
                                                                       
SHAREHOLDER FEES(1)                             (None)           (None)            (None)

ANNUAL FUND OPERATING EXPENSES DEDUCTED
FROM FUND ASSETS
Management Fees                                  1.00%            1.00%             1.00%
Distribution (12b-1) Fees                        None             None              None
Other Expenses                                   0.65%            0.64%             1.04%
                                                -----            -----             -----
  Total Annual Fund Operating Expenses           1.65%            1.64%             2.04%
  Less: Fees Waived and Reimbursed(2)            0.15%            0.14%             0.54%
                                                -----            -----             -----
Net Operating Expenses                           1.50%            1.50%             1.50%
                                                =====            =====             =====


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(1)  The Transfer Agent charges a $10 service fee on wire redemptions.
(2)  The  Advisor is  indefinitely  obligated  by  contract  to limit the Funds'
     expenses to 1.50% as stated above.  However, this limit may be changed with
     the approval of the Board of Directors.

Note: There is no change to the Net Operating Expenses listed above.

THE  FOLLOWING  UPDATES  INFORMATION  THAT  APPEARS  ON THE  BACK  COVER  OF THE
PROSPECTUS:

Investors  seeking  general  information  on the Fremont  Mutual  Funds can call
800-548-4539 or 508-871-9529 (outside the U.S.).