U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer: Fundamental Funds, Inc. (formerly New York Muni
Fund, Inc.), 90 Washington Street, New York, NY 10006.
2. Name of each series or class of funds for which this notice is filed: New
York Muni Fund Series
3. Investment Company Act File Number: 811-3032
Securities Act File Number: 2-82710
4. Last day of fiscal year for which this notice is filed: 12/31/96
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.5): Not applicable
7. Number and aggregate sale price of securities of the same class or series
sold during the fiscal year which had been registered under the Securities
Act of 1933 other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
22,410,286
8. Number and aggregate sale price of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
Number of securities sold during the fiscal year: 3,704,110,578
Aggregate sale price of securities sold during the fiscal
year: 3,314,430,818
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number of securities sold during the fiscal year: 3,704,110,578
Aggregate sale price of securities sold during the fiscal
year: 3,314,430,818
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
Number of DRIP securities sold during the fiscal year: 5,501,544
Aggregate sale price of DRIP Securities sold during the fiscal
year: 4,939,206
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12. Calculation of registration fee:
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<S> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10): $3,314,480,818
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 4,939,206
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): 3,342,618,858
(iv) Aggregate price of shares redeemed or repurchased
and applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + 0
(v) Net aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if applicable): - 23,248,834
(vi) Multiplier prescribed by Section 6(b) under the
Securities Act of 1933 or other applicable law or
regulation: /3300
(vii) Fee due [line (v) multiplied by line (vi)]: NONE
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</TABLE>
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rule of Informal and Other
Procedures (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated:
By (Signature and Title)* /s/ Vincent Malanga
-------------------------
Vincent J. Malanga
President
Date: February 27, 1997
*Please print the name and title of the signing office below the
signature
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Kramer, Levin, Naftalis & Frankel
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
FAX
(212) 715-8000
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WRITER'S DIRECT NUMBER
(212) 715-7507
February 27, 1997
New York Muni Fund, Inc.
90 Washington Street, 19th Floor
New York, New York 10006
Re: Fundamental Funds, Inc.
(formerly New York Muni Fund, Inc.)
Registration No. 2-82710
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Gentlemen:
We have acted as counsel to Fundamental Funds, Inc., a Maryland
corporation (the "Company"), in connection with the public offering of the
Company's shares of Common Stock, par value $.001 per share, and on various
other securities and general corporate matters. The Company was reorganized as a
Maryland corporation on December 31, 1990. We understand that, pursuant to Rule
24f-2 under the Investment Company Act of 1940, the Company has registered an
indefinite number of shares of Common Stock under the Securities Act of 1933. We
further understand that, pursuant to the provisions of Rule 24f- 2, the Company
is filing with the Securities and Exchange Commission the Notice attached hereto
making definite the registration of shares of Commmon Stock (the
<PAGE>
"Shares") sold in reliance upon Rule 24f-2 during the fiscal year ended December
31, 1996.
We have reviewed, insofar as it relates or pertains to the Company, the
Company's Registration Statement on Form N-1A filed with the Securities and
Exchange Commission under the Securities Act of 1933 and the Investment Company
Act of 1940, as amended to the date hereof, pursuant to which Shares were sold
(the "Registration Statement"). We have also examined originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments we have deemed necessary or appropriate
for the purpose of this opinion. For purposes of such examination, we have
assumed the genuineness of all signatures and original documents and the
conformity to the original documents of all copies submitted.
We are members only of the New York Bar and do not purport to be
experts on the laws of any other state. Our opinion herein as to Maryland law is
based upon a limited inquiry thereof that we have deemed appropriate under the
circumstances.
Based upon the foregoing, we are of the opinion that the Shares have
been duly and validly authorized and, assuming that the Shares have been issued
and sold in accordance with the Company's Articles of Incorporation, as amended,
and Registration Statement, and that the consideration received therefor was not
less than the par value thereof, the Shares which the Rule 24f-2 Notice attached
hereto makes definite in number were legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion with the Rule 24f-2 Notice
attached hereto.
Very truly yours,
/s/ Kramer, Levin, Naftalis & Frankel
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