FREMONT INTERNATIONAL SMALL CAP FUND

                        Supplement dated March 12, 1998
                                       to
                         Prospectus dated March 1, 1998

         The Board of Directors  and the  shareholders  of the Fremont  Group of
Mutual Funds have approved a new sub-advisor for Fremont International Small Cap
Fund (the "Fund"). The new sub-advisor is Bee & Associates Incorporated, ("Bee &
Associates"), located at 370 Seventeenth Street, Suite 3560, Denver, Colorado.

         Bee & Associates is an independent,  Denver-based registered investment
adviser  founded  in 1989.  It's  principal  business  is  providing  investment
management   services.   It  has  $525  million  under  management  for  various
foundations, endowments, retirement plan sponsors, mutual funds and individuals.
Bee & Associates' investment focus is exclusively on smaller companies worldwide
(those  with under US $1 billion  market  cap) and the  current  average  market
capitalization  of the companies in its portfolios is under $300 million.  Bee &
Associates'  principal  executive  officers  and  directors  are  Bruce B.  Bee,
President and Director, and Edward N. McMillan, Principal and Director.

         Bee &  Associates'  investment  philosophy  is the use of a  long-term,
bottom up, value orientation toward stock selection and portfolio  construction.
Bee &  Associates  invests in all  international  markets - -  primarily  in the
developed markets, but also including (to a limited extent) emerging markets and
post-emerging markets such as Mexico and Brazil. Bee & Associates buys companies
for long term  appreciation  and the portfolio  turnover is typically  less than
25%. This  investment  approach tends to make its portfolios  more tax efficient
(for the fiscal year ended December 31, 1997, the portfolio  turnover rate under
the Fund's current sub-advisor was 50%).

         Bee  &  Associates  will  assume   responsibility  for  the  investment
portfolio  of  Fremont  International  Small Cap Fund as of March 2,  1998.  The
current  sub-advisor,   Acadian  Asset  Management,  will  continue  to  act  as
sub-advisor  following  March 2, 1998, to assist in the orderly  transfer of the
investment  portfolio to Bee & Associates.  The annual  sub-advisory fee paid to
Bee & Associates will be 1.00% of the Fund's average annual net assets. However,
until the  earlier of (1) the end of a  twelve-month  period  starting  from the
effective  date of the  sub-advisory  agreement,  or (2) the total assets of the
International  Small Cap Fund reach $15  million,  the Advisor will pay to Bee &
Associates a fee computed at the annual rate of 0.80% of the International Small
Cap Fund's  average  value of the daily net  assets  under  management  by Bee &
Associates. Fremont Investment Advisors, Inc. also reserves day-to-day authority
to increase or decrease the amount of Fund's  assets under  management  by Bee &
Associates.

         Bee &  Associates'  sub-advisory  fees are paid by  Fremont  Investment
Advisors,  Inc.  (the  "Advisor")  out of  its  advisory  fee  under  a new  fee
structure.  The new fee structure (which includes a distribution on 12b-1 fee as
described below) is made up of the following  components,  each based on average
annual assets.

         Advisory fee to Fremont Investment Advisors                   1.25%
            (includes sub-advisory fee)
         Administrative fee to Fremont Investment Advisors             0.15%
         12b-1 fee                                                     0.25%
         Total Operating Expenses (after waiver)                       1.50%
         Total Operating Expenses (prior to waiver)                    1.80%(1)

         The Board of Directors and  shareholders of the Fund have also approved
the implementation of a 12b-1 plan under which the Fund may directly  compensate
the  Advisor,  paying  for  certain  distribution-related   expenses,  including
payments to securities  dealers and others  (including the  Underwriter) who are
engaged  in  promoting  the sale of shares  of the Fund and who may be  advising
investors regarding the purchase, sale, or retention of such shares; expenses of
maintaining  personnel  who engage in or support  distribution  of shares or who
render  shareholder  support services;  expenses of formulating and implementing
marketing and promotional activities,  including direct mail promotions and mass
media  advertising;  expenses of preparing,  printing,  and  distributing  sales
literature, prospectuses,  statements of additional information, and reports for
recipients other than existing  shareholders of the Fund;  expenses of obtaining
such  information,   analyses,   and  reports  with  respect  to  marketing  and
promotional  activities as the Advisor may, from time to time,  deem  advisable;
and other expenses related to the distribution of the Fund's shares.

         The annual  limitation for  compensation to the Advisor pursuant to the
Plan is .25% of the  Fund's  average  daily net  assets.  All  payments  will be
reviewed by the Fund's  Board of  Directors.  However,  it is  possible  that in
certain  periods,  the amount of the  Advisor's  compensation  could  exceed the
Advisor's distribution expenses resulting in a profit to the Advisor.

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(1) The Advisor  anticipates  waiving  fees and  reimbursing  the Fund for other
expenses  in order to limit  total  operating  expenses  of the Fund to 1.50% of
average  daily net assets  through  the end of the  Fund's  fiscal  year  ending
October 31, 1999. Absent such reduction, actual total fund operating expenses is
estimated to be at 1.80% of average daily net assets.  To the extent  management
fees are waived and/or other expenses are reimbursed by the Advisor, the Advisor
may elect to recapture  such amounts  subject to the following  conditions:  the
Advisor must request reimbursement within three years from the year in which the
initial  waiver and/or  reimbursement  is made,  and the Board of Directors must
approve the  reimbursement,  and the Fund must be able to make the reimbursement
and still stay within the then current operating expense limitation.

   The changes in the fee structure and the rule 12b-1 plan will be  implemented
on March 2, 1998.

         Furthermore,  starting  April  1,  1998,  the  Fund  will  impose  a 2%
redemption  fee which will be taken out of the  proceeds  of any  redemption  of
shares  purchased  after that date and  redeemed  within six months of  purchase
(other than shares  purchased by  participants in  company-sponsored  retirement
plans). The redemption fee is payable to the Fund.

         Fremont  Funds and the Advisor have received  from the  Securities  and
Exchange  Commission an order (the "SEC Order") exempting the Fund in the future
from the provisions of the 1940 Act that require the shareholders of the Fund to
approve the Fund's sub-advisory agreement(s) and any amendments thereto. The SEC
Order  permits the  Advisor to hire new  sub-advisors,  terminate  sub-advisors,
rehire existing  sub-advisors  whose  agreements have been assigned (and,  thus,
automatically terminated),  and modify sub-advisory agreements without the prior
approval of shareholders.  By eliminating shareholder approval in these matters,
the  Advisor  would have  greater  flexibility  in  managing  sub-advisors,  and
shareholders would save the considerable expense involved in holding shareholder
meetings and soliciting proxies. The Advisor may in its discretion manage all or
a  portion  of the  Fund's  portfolio  directly  with  or  without  the use of a
sub-advisor.

         The Board of Directors and shareholders  have also approved a change in
status of the Fund from diversified to non-diversified  status. In the case of a
non-diversified  mutual fund, the Investment  Company Act imposes no limitations
on  investments  in any one issuer  even  though the mutual  fund would still be
subject  to the  diversification  requirements  of  the  Internal  Revenue  Code
necessary to achieve  pass-through tax status.  Under the Internal Revenue Code,
with respect to 50% of a non-diversified  fund's assets, not more than 5% can be
invested  in the  securities  of any one  company and the mutual fund cannot own
more than 10% of any company's  outstanding voting  securities.  With respect to
the remaining 50% of a non-diversified  fund's assets,  not more than 25% may be
invested in the securities of any one company.

         The change to non-diversified status was made because Bee & Associates'
investment  strategy  is to  identify  a  selected  number  of  under-researched
companies  and  invest  only in those  companies  that  offer the best long term
investment  prospects.  This approach tends to result in portfolios that contain
only 20 to 25  stocks.  Conversion  of the Fund to a  non-diversified  fund will
allow the Fund's assets to be concentrated in those ideas which Bee & Associates
identifies  as the most  likely to  produce  significant  capital  appreciation.
However,  if the Fund has fewer  portfolio  positions,  it can be expected to be
more  volatile,  and a decrease  in the  market  price of any one or more of its
portfolio  positions will have a greater negative impact on the Fund's net asset
value per  share  than  might be the case if the Fund held a widely  diversified
portfolio.