FREMONT MUTUAL FUNDS, INC.

                        Supplement dated October 31, 2002
                                     to the
                        Prospectus dated August 20, 2002

FREMONT U.S. MICRO-CAP FUND

The Board of Directors  of the Fremont  Funds has  determined  that it is in the
best interest of  shareholders  to close the Fremont U.S.  Micro-Cap Fund to new
investors when the Fund's total assets reach approximately $400 million.

Shareholders  who own shares of the Fund at the time of its closing may continue
to purchase additional shares in their existing accounts. Financial advisors and
institutions  that  have  existing  client  assets  in the Fund may add to their
client accounts as well as open new accounts for other clients.  Fund management
may reopen or close the Fund to certain investors in the future.

Once the Fund is  closed,  shareholders  that own  other  Fremont  Funds may not
exchange  these shares into the Fremont U.S.  Micro-Cap Fund unless they have an
existing Fremont U.S. Micro-Cap Fund account.

MANAGEMENT  CHANGE AT  JARISLOWSKY  FRASER LIMITED  ("JFL"),  SUB-ADVISOR TO THE
FREMONT INTERNATIONAL GROWTH AND GLOBAL FUNDS

JFL's  Investment  Strategy  Committee  is now  responsible  for  the  portfolio
management  of the Fremont  International  Growth Fund and JFL's  portion of the
Fremont Global Fund.

The  following  replaces  paragraphs  two and three under the heading  PORTFOLIO
MANAGEMENT on page 5 of the prospectus:

JFL's Investment Strategy Committee is responsible for the portfolio  management
of the Fund.  The  Committee's  members  include:  Stephen A.  Jarislowsky,  Len
Racioppo,  CFA,  Michel C. Brutti,  CFA, F. Joseph  Sirdevan,  CFA,  D.S.  (Kim)
Kertland, Robert MacFarland, CFA, Kim White, CFA, and Jacques Nolin. The members
of the Committee have an



average of 20 years of investment experience.

The following replaces the two paragraphs  regarding  Jarislowsky Fraser Limited
under the heading ABOUT THE ADVISOR on page 25 of the prospectus:

Jarislowsky  Fraser  Limited's   ("JFL's")   Investment  Strategy  Committee  is
responsible  for managing  JFL's portion of the Global Fund.  The members of the
Committee have an average of 20 years of investment experience.  JFL, founded in
1955, manages global assets for institutional and high net worth clients.

FREMONT NEW ERA VALUE FUND

Fremont  Investment  Advisors,  Inc. has added two  co-managers  responsible for
portfolio management of the Fund.

The  following  supplements  the PORTFOLIO  MANAGEMENT  section on page 7 of the
prospectus:

The Fremont New Era Value Fund is managed by Fremont Investment  Advisors,  Inc.
The Fund is  co-managed  by Nancy  Tengler,  president  and  CEO,  Noel  DeDora,
managing director and senior portfolio manager,  and securities  analysts Joseph
Cuenco, CFA and Harshal Shah, CFA.

Mr. Cuenco joined the Advisor as a securities  analyst in 2002. He was an equity
analyst  at  Montgomery  Asset  Management  for a portion  of 2000 and 2001,  an
investment  banking equity research associate for Dain Rauscher Wessles (now RBC
Capital  Markets) in 2000,  and vice  president  at Bank of America from 1999 to
2000.   Previously,   he  was   employed  for  over  11  years  as  a  financial
analyst/examiner at the Federal Reserve Bank of San Francisco.

Mr.  Shah  joined the Advisor in 2001.  He was  previously  employed as a senior
equity analyst at Wells Capital Management from 1994 to 2000.



                           FREMONT MUTUAL FUNDS, INC.

                        Supplement dated October 31, 2002
                                     to the
                        Prospectus dated August 20, 2002

FREMONT INSTITUTIONAL U.S. MICRO-CAP FUND

The Board of Directors  of the Fremont  Funds has  determined  that it is in the
best interest of shareholders to close the Fremont  Institutional U.S. Micro-Cap
Fund to new  investors  when the Fund's total assets  reach  approximately  $400
million.

Shareholders  who own shares of the Fund at the time of its closing may continue
to purchase additional shares in their existing accounts. Financial advisors and
institutions  that  have  existing  client  assets  in the Fund may add to their
client accounts as well as open new accounts for other clients.  Fund management
may reopen or close the Fund to certain investors in the future.

Once the Fund is  closed,  shareholders  that own  other  Fremont  Funds may not
exchange these shares into the Fremont  Institutional U.S. Micro-Cap Fund unless
they have an existing Fremont Institutional U.S. Micro-Cap Fund account.