FUNDAMENTAL FUNDS INC
N-30D, 1997-03-17
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- --------------------------------------------------------------------------------
                              NEW YORK MUNI FUND(R)

                                  Annual Report
                                December 31, 1996
                                                                   




                            NEW YORK [Logo] MUNI FUND

                                     Triple
                               Tax-Free Investing


                                     [Logo]

                                   FUNDAMENTAL
                           Fundamental Family of Funds
- --------------------------------------------------------------------------------


                              NEW YORK MUNI FUND(R)
                              90 Washington Street
                               New York, NY 10006
                                 1-800-322-6864


                              Independent Auditors
                             McGladrey & Pullen, LLP
                               New York, NY 10017


                                  Legal Counsel
                            Kramer, Levin, Naftalis,
                             Nessen, Kamin & Frankel
                                919 Third Avenue
                               New York, NY 10022


This report and the financial  statements contained herein are submitted for the
general  information  of  the  shareholders  of  the  Fund.  The  report  is not
authorized for distribution to prospective investors in the Fund unless preceded
or accompanied by an effective prospectus.

<PAGE>

                               NEW YORK MUNI FUND

Dear Fellow Shareholder:

The Net Asset  Value of the New York Muni Fund ended 1996 at 87 cents per share,
and the Fund posted a dismal  -7.73% total  return.  This placed the Fund at the
bottom of all municipal funds as measured by Morningstar  Inc., and it partially
offset the high return achieved in 1995.

1996 was a disappointing year for the entire municipal bond market.  Bond prices
began  the year at a peak and  yields  were at a low  amidst  high  hopes  for a
balanced  budget  agreement  between the Clinton  Administration  and  Congress.
Additionally  the Federal Reserve  actually  lowered interest rates early in the
year. But as the election season progressed,  a budget agreement became elusive,
the possibility of a decline in income tax rates  reemerged--reducing the allure
of tax free municipals,  and economic activity rebounded. These combined to send
shudders through the bond market.

New York Muni Fund's portfolio was positioned wrongly for this  circumstance.  A
large  portion of the  Fund's  assets,  relative  to other  funds  with  similar
investment  objectives,  were  in  municipal  bonds  having  a  high  degree  of
sensitivity to interest  rates.  Moreover,  the Fund used leverage in the period
with the result that the Net Asset Value fell sharply.

Nevertheless, inflation remained subdued and expectations of tax rate reductions
gradually  faded. So with economic growth  moderating in the year's second half,
bond  prices  recovered.  Even so,  municipals  lagged  in the face of  investor
apathy, so New York Muni's recovery was subdued.  It was eventually  snuffed out
toward  year  end  upon  Federal  Reserve  Chairman   Greenspan's  warning  that
irrational exuberance may be gripping financial markets.

In our view if indeed  such  euphoria  was  infecting  financial  markets it was
concentrated  in the equity area.  After all,  while bond prices  wobbled during
1996,  the  equity  market  posted  a 26%  rise as  measured  by the  Dow  Jones
Industrial  Average.  On balance  investors  reduced  holdings of  Treasury  and
Municipal bonds and increased exposure to the equity market all year.

Heading  into  1997  we  expect  continued  moderate  economic  growth  and  low
inflation.  Once again hopes are high for a balanced  budget  agreement,  and in
this environment we would expect a steady policy by the Federal Reserve. By most
measures  equity values are high relative to fixed income  security  prices,  so
moderate  growth,  low inflation,  and a balanced  budget deal should  favorably
affect the municipal market in 1997.

In the coming year our goal is to reduce the Fund's exposure to market swings by
undertaking less leverage than in the past, and by increasing  holdings of bonds
that are less sensitive to market  fluctuations  and interest rate changes.  The
Fund's  largest  holdings  are  in  New  York  City  credits  which  are  priced
considerably  cheaper than similar  quality triple tax exempt  credits.  This is
despite  the  evident   improvement  in  the  City's  fiscal   condition.   This
underperformance  has been due to capacity  constraints of both mutual funds and
bond insurance companies.  The newly proposed Infrastructure Financing Authority
will enable New York City to issue  bonds  backed by income tax  receipts,  thus
freeing capacity for additional institutional ownership.

We are looking  forward to improved  performance  in 1997. We thank you for your
continued  support and for your  investment  in New York's first triple tax free
municipal fund.

Sincerely,


/s/ Dr. Vincent J. Malanga
    -------------------------------
    Dr. Vincent J. Malanga
    President

<PAGE>

                               New York Muni Fund
                              Portfolio Composition
                                December 31, 1996

                                     BY TYPE

The following table represents a pie chart in the original document:

FCLT      45.4%
INLT      27.9%
FCSI      14.5%
LRIB      12.2%

                                   BY RATING+

The following table represents a pie chart in the original document:

AAA       39.1%
A         32.9%
BBB       14.7%
AA         7.0%
NR         6.3%


FIXED COUPON BONDS
   FCLT -- Long (maturity (greater than) 15 years) (includes long zero coupons)
   FCSI -- Short or Intermediate (maturity (less than) 15 years)
           (includes zero coupon bonds)

VARIABLE RATE BONDS

RIB(Residual  Interest Bond) type inverse  floaters.  These are leveraged  bonds
whose coupon varies  inversely  with rates on short term companion  issues.  The
inverse floater's price will be more volatile than that of a fixed coupon bond.
   LRIB -- Long   Term  (maturity  (greater  than) 15  years)  
   SRIB -- Short or Intermediate Term ((less than) 15 year maturity)

IN(Index) based inverse floaters are bonds whose interest coupons vary inversely
with an index of short term interest rates and then revert to a fixed rate mode.
The inverse  floater's  price will be more  volatile than that of a fixed coupon
bond.
   INLT -- Long   Term   (maturity  (greater than)  15 years)  
   INSI -- Short  or Intermediate  Term (maturity (less than) 15 years)

+If a  security  has a split  rating,  the  highest  applicable  rating is used,
including  published ratings on identical credits for individual  securities not
individually rated.


                                       2
<PAGE>

- ---------------------------
    New York Muni Fund     
- ---------------------------
Average Annual Total Return
- ---------------------------
    Ended on 12/31/96
- ---------------------------
1 Year   5 Year   10 Year
- ---------------------------
(7.73)%   1.34%    3.29%
- ---------------------------

$46,889 Lehman Brothers Municipal Bond Index *
$28,662 Fundamental New York Muni Fund, Inc.
$17,736 Consumer Price Index



[CHART]


Past performance is not predictive of future performance.

The above  illustration  compares a $10,000 investment made in the New York Muni
Fund on  4/27/81  (Inception  Date) to a $10,000  investment  made in the Lehman
Brothers  Municipal Bond Index on that date. For comparative  purposes the value
of the Index on 4/30/81 is used as the beginning value on 4/27/81. All dividends
and capital gain distributions are reinvested.

The Fund invests primarily in New York municipal  securities and its performance
takes into  account  fees and  expenses.  Unlike the Fund,  the Lehman  Brothers
Municipal Bond Index is an unmanaged total return performance  benchmark for the
long-term,   investment-grade  tax  exempt  bond  market,  calculated  by  using
municipal bonds selected to be representative of the market.  The Index does not
take into  account  fees and  expenses.  Further  information  relating  to Fund
performance,  including expense reimbursements,  if applicable,  is contained in
the Fund's Prospectus and elsewhere in this report.

*Source:Lehman Brothers.

The Consumer  Price Index is a commonly used measure of  inflation;  it does not
represent an investment return.


                                       3
<PAGE>

NEW YORK MUNI FUND

STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996
- --------------------------------------------------------------------------------
ASSETS
   Investment in securities at value
      (Note 4) (cost $215,662,677) ......................          $205,380,685
   Receivables:
      Interest ..........................................             3,808,422
      Investment securities sold ........................            16,494,369
                                                                  -------------
                  Total assets ..........................           225,683,476
                                                                  -------------
LIABILITIES
   Notes payable (Note 6) ...............................             1,200,000
   Payables:
      Investment securities purchased ...................            26,425,838
      Bank overdraft payable ............................               131,343
      Dividend declared .................................               396,856
      Accrued expenses ..................................               783,646
                                                                  -------------
                  Total liabilities .....................            28,937,683
                                                                  -------------
NET ASSETS consisting of:
   Accumulated net realized loss ............   $(21,892,882)
   Unrealized depreciation of
      securities ............................    (10,281,992)
   Paid-in-capital applicable to
      225,957,736 shares of $.01
      par value capital stock ...............    228,920,667
                                               -------------
                                                                   $196,745,793
                                                                  =============
NET ASSET VALUE PER SHARE ...............................                  $.87
                                                                           ====

STATEMENT OF OPERATIONS
Year ended December 31, 1996
- --------------------------------------------------------------------------------
INVESTMENT INCOME
   Interest income ......................................           $12,274,611
EXPENSES (Notes 2 and 3)
   Management fee ...........................       $787,962
   Custodian and accounting fees ............        119,035
   Transfer agent fees ......................        360,306
   Professional fees ........................        299,015
   Directors' fees ..........................         52,370
   Printing and postage .....................         11,194
   Interest .................................      3,366,228
   Distribution expenses ....................        719,350
   Operating expenses on
     defaulted bonds ........................        240,629
   Other ....................................         89,055
                                                ------------
             Total expenses .................................         6,045,144
                                                                   ------------
             Net investment income ..........................         6,229,467
                                                                   ------------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS
   Net realized loss on:
    Investments .............................     (2,404,362)

   Net unrealized depreciation of
     investments ............................     (4,292,643)
                                                ------------
   Net loss on investments ..............................            (6,697,005)
                                                                   ------------

NET DECREASE IN NET ASSETS
  FROM OPERATIONS .......................................             $(467,538)
                                                                   ============
<TABLE>
<CAPTION>

STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
                                                                                    Year Ended          Year Ended
                                                                                   December 31,        December 31,
                                                                                       1996                1995
                                                                                    ------------       ------------
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS
<S>                                                                               <C>                  <C>         
Net investment income ....................................................          $6,229,467           $6,873,684
                                                                                                      -------------
   Net realized (loss) gain on investments and futures contracts .........          (2,404,362)           2,451,958
   Net realized (loss) on option contracts written .......................                  --              (73,794)
   Unrealized (depreciation) appreciation on investments .................          (4,292,643)          25,287,298
                                                                                 -------------        -------------
          Net (decrease) increase in net assets from operations ..........            (467,538)          34,539,146
DIVIDENDS PAID TO SHAREHOLDERS FROM:
   Investment income .....................................................          (6,229,467)          (6,873,684)
   Net realized gain from investments ....................................                  --             (112,509)
   CAPITAL SHARE TRANSACTIONS (Note 5) ...................................         (23,248,833)         (13,526,231)
                                                                                 -------------        -------------
          Total (decrease) increase ......................................         (29,945,838)          14,026,722
NET ASSETS:
   Beginning of year .....................................................         226,691,631          212,664,909
                                                                                 -------------        -------------
   End of year ...........................................................        $196,745,793         $226,691,631
                                                                                 =============        =============
</TABLE>

                       See Notes to Financial Statements.


                                       4
<PAGE>

<TABLE>
<CAPTION>

NEW YORK MUNI FUND

STATEMENT OF CASH FLOWS
Year Ended December 31, 1996
- --------------------------------------------------------------------------------
<S>                                                                          <C>            
   Increase (Decrease) in Cash
   Cash Flows From Operating Activities
      Net decrease to net assets from operations ........................         $(467,538)
      Adjustments to reconcile net increase in net assets from operations
         to net cash provided by operating activities:
         Purchase of investment securities ..............................      (957,246,583)
         Proceeds on sale of securities .................................       963,017,568
         Decrease in interest receivable ................................           200,589
         Decrease in accrued expenses ...................................           (38,111)
         Net accretion of discount on securities ........................          (174,768)
         Net realized gain:
            Investments .................................................         2,404,362
         Unrealized depreciation on securities ..........................         4,292,643
                                                                            ---------------
            Net cash provided by operating activities ...................        11,988,162
                                                                            ---------------
   Cash Flows From Financing Activities:*
         Net payments on notes payable ..................................       (63,375,000)
         Net borrowings of note payable .................................           131,343
         Proceeds on shares sold ........................................     3,394,647,202
         Payment on shares repurchased ..................................    (3,342,817,867)
         Cash dividends paid ............................................          (982,880)
                                                                            ---------------
            Net cash used in financing activities .......................       (12,397,202)
                                                                            ---------------
            Net decrease in cash ........................................          (409,040)
   Cash at beginning of year ............................................           409,040
                                                                            ---------------
   Cash at end of year ..................................................                $0
                                                                            ===============
</TABLE>

- --------------
  *Non-cash financing  activities not included herein consist of reinvestment of
   dividends  of  $4,939,206.
   Cash  payments  for  interest   expense  totaled   $3,394,366.


                       See Notes to Financial Statements.


                                       5
<PAGE>

NEW YORK MUNI FUND

STATEMENT OF INVESTMENTS
December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

    Principal
     Amount                                  Issue ooo                                              Type o  Rating oo      Value
     ------                                  ---------                                              ------  ---------      -----
<S>              <C>                                                                                  <C>      <C>      <C>
$ 1,980,000++    Cayuga County, HIC, COP, Auburn Memorial Hospital, Asset Guaranty Insured,
                   6.00%, 1/1/21 ...................................................................  FCLT     AAA    $  2,008,849
  2,050,000++    Franklin County, SWMA, Solid Waste System Project, RB, 6.25%, 6/1/15 ..............  FCLT     BBB-      2,057,831
  1,080,000++    Glen Cove, IDA, CFR, The Regency at Glen Cove Project, AMBAC Insured, ETM,                  
                   CAB, 10/15/19 ...................................................................  FCLT     AAA         280,757
  1,880,000++    Lyons, MCF, Initiatives Corporation Project, RB, 6.80%, 9/1/24 ....................  FCLT     BAA+      1,997,406
  2,000,000      Municipal Assistance Corporation for the City of Troy, General Resolution Bonds,            
                   MBIA Insured, CAB, 1/15/21 ......................................................  FCLT     AAA         517,940
 11,870,000++x   New York City, GO, IFRN*, 7.50%, 8/15/10 ..........................................  INLT     A        11,870,000
 18,330,000++x   New York City, GO, IFRN*, 5.21%, 8/1/12 ...........................................  INLT     A-       17,124,253
 13,640,000++    New York City, GO, IFRN*, 5.21%, 8/1/14 ...........................................  INLT     A-       13,640,000
 14,600,000++x   New York City, GO, IFRN*, 4.15%, 8/15/17 ..........................................  INLT     A-       14,618,250
  5,290,000++x   New York City, ECF, MBIA Insured, STEP** 5.50%, 4/1/08 ............................  FCSI     AAA       5,304,706
  5,925,000++x   New York City, ECF, MBIA Insured, STEP** 5.50%, 10/1/08 ...........................  FCSI     AAA       5,941,471
  9,520,000++    New York City, Health & Hospital Corp, RB, Series A, 6.30%, 2/15/20 ...............  FCLT     BBB       9,542,182
  2,975,000++    New York City, Health & Hospital Corp, RB, Series A, AMBAC Insured,                         
                   5.75%, 2/15/22 ..................................................................  FCLT     AAA       2,978,600
  2,200,000++x   New York City, IDA, Imclone Systems Inc Project, AMT, 11.25%, 5/1/04 ..............  FCSI     NR        2,345,112
  6,025,000++    New York City, Transportation Authority, RB, Livingston Plaza Project,                      
                   FSA Insured, 5.25%, 1/1/20 ......................................................  FCLT     AAA       5,716,881
  2,113,000++x   New York City, IDA, Imclone Systems Inc Project, AMT, 10.75%, 2/15/97 .............  FCSI     NR        2,113,824
  7,000,000++    New York State, DAR, NHRB, LOC Chemical Bank, 5.75%, 7/1/17 .......................  FCLT     AA-       7,049,350
  1,125,000      New York State, DAR, German Masonic Home Corporation, FHA Insured,                          
                   6.00%, 8/1/36 ...................................................................  FCLT     AA        1,128,330
  1,050,000      New York State, DAR, Amsterdam Memorial Hospital, FHA Insured,                              
                   Mortgage RB, 6.00%, 8/1/25 ......................................................  FCLT     AAA       1,070,139
  2,770,000      New York State, DAR, WK Nursing Home Corporation, FHA Insured,                              
                   Mortgage RB, 6.05%, 2/1/26 ......................................................  FCLT     AAA       2,827,671
  3,600,000      New York State, DAR, WK Nursing Home Corporation, FHA Insured,                              
                   Mortgage RB, 6.13%, 2/1/36 ......................................................  FCLT     AA        3,674,664
  1,000,000      New York State, DAR, Hospital for Special Surgery, FHA Insured, Mortgage RB,                
                   Series 1996, 6.00%, 8/1/26 ......................................................  FCLT     AA        1,017,480
    425,000++    New York State, DAR, Hospital for Special Surgery, FHA Insured, Mortgage RB,                
                   Series 1996, 6.05%, 8/1/36 ......................................................  FCLT     AA          432,412
    200,000++    New York State, DAR, City University System, Third General Resolution Bond,                 
                   6.20%, 7/1/22 ...................................................................  FCLT     A-          204,624
  7,230,000++    New York State, DAR, Methodist Hospital, AMBAC Insured, FHA Insured,                        
                   Mortgage RB, 6.05%, 2/1/34 ......................................................  FCLT     AAA       7,392,747
  2,250,000++    New York State, DAR, Department of Health Veterans Home, 5.50%, 7/1/21 ............  FCLT     A         2,134,170
  6,000,000      New York State, DAR, Montefiore Medical Center, AMBAC Insured,                              
                   FHA Insured, 5.25%, 2/1/15 ......................................................  FCLT     AAA       5,802,540
  3,950,000      New York State, DAR, State University, Trust Custodial Receipts Connie Lee Insured,         
                   5.40%, 5/15/23 ..................................................................  FCLT     AAA       3,753,013
  4,755,000      New York State, DAR, Mental Health Services, Series 96-E, AMBAC Insured,                    
                   5.37%, 2/15/12 ..................................................................  FCSI     AAA       4,711,016
    280,000++    New York State, EFC, State Water Pollution Control, RB, Pooled Loan Issue,                  
                   5.20%, 6/15/17 ..................................................................  FCLT     AAA         271,760
    360,000++    New York State, EFC, State Water Pollution Control, RB, Pooled Loan Issue,                  
                   5.20%, 12/15/17 .................................................................  FCLT     AAA         349,265
  1,975,000++    New York State, HFA, RB, Fulton Manor, FHA Insured, 6.10%, 11/15/25 ...............  FCLT     AAA       1,999,806
  2,500,000++    New York State, HFA, RB, Service Contract Obligation, Series 93-C, 5.88%, 9/15/14 .  FCLT     BBB       2,467,275
  2,250,000++    New York State, HFA, RB, Service Contract Obligation, Series 93-D, 5.38%, 3/15/23 .  FCLT     BBB       2,052,675
    650,000++    New York State, HFA, RB, Service Contract Obligation, Series 96-A, 6.00%, 3/15/26 .  FCLT     BBB         647,263
  1,000,000++    New York State, MCFFA, Mental Health Services Facilities, 5.25%, 2/15/07 ..........  FCSI     BBB+        989,890
  1,000,000++    New York State, MCFFA, Mercy Medical Center, LOC Natwest Bank,                              
                   5.88%, 11/11/15 .................................................................  FCLT     AA-       1,018,520
  4,785,000      New York State, MCFFA, Mental Health Services Facilities, Trust Custodial Receipts          
                   Connie Lee Insured, 5.25%, 8/15/23 ..............................................  FCLT     AAA       4,429,953
 25,000,000++/x/ New York State Thruway Authority, FGIC Insured, IFRN*, 4.62%, 1/1/24 ..............  LRIB     AAA      25,000,000

</TABLE>

                                       6
<PAGE>


NEW YORK MUNI FUND

STATEMENT OF INVESTMENTS (continued)
December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

    Principal
     Amount                                  Issue ooo                                              Type o  Rating oo      Value
     ------                                  ---------                                              ------  ---------      -----
<S>              <C>                                                                                  <C>      <C>      <C>
  4,000,000      New York State, UDC, RB, Correctional Capital Facilities, 5.70%, 1/1/27 ...........  FCLT     A      $  3,839,320
 19,695,000+++x  Niagara County IDA Bonds and Niagara Falls URABond; Falls Street Faire Project,             
                   Falls Street Station Project,  AMT10.00% 9/1/06, Old Falls Street Improvement               
                   Project, 11.00% 5/1/09 (See Note 4 to financial statements) .....................  FCSI     NR        8,397,267
  3,400,000++    Onondaga County, IDA, Series A, Crouse Irving Project, LOC Fleet Bank,                      
                   7.90%, 1/1/17 ...................................................................  FCLT     A         3,851,826
  4,170,000++    Onondaga County, IDA, Community General Hospital Project, 6.63%, 1/1/18 ...........  FCLT     BBB       4,289,721
    325,000      Puerto Rico, Public Buildings Authority Guaranteed, Public Education & Health               
                   Facilities, Step Coupon, 3.75%, 7/1/16 ..........................................  FCLT     A           300,349
  1,595,000++    Puerto Rico, ITEMECF Financing Authority, Polytechnic University of Puerto Rico             
                   Project, 5.70%, 8/1/13 ..........................................................  FCLT     BBB-      1,535,363
  5,145,000++    Puerto Rico, ITEMCF Financing Authority, Polytechnic University of Puerto Rico              
                   Project, 5.50%, 8/1/24 ..........................................................  FCLT     BBB-      4,684,214
                                                                                                                      ------------
                             Total Investments (Cost $215,662,677@) ................................                  $205,380,685
                                                                                                                      ============
</TABLE>


  * Inverse Floating Rate Notes (IFRN) are instruments whose interest rates bear
    an inverse  relationship  to the  interest  rate on another  security or the
    value of an index. Rates shown are at December 31, 1996.
 ** Step Bonds (STEP) are instruments whose interest rate is fixed at an initial
    rate and then increases ("steps up") to another fixed rate until maturity.
  @ Cost for Federal income tax purposes is $215,671,028.
  + The value of these  non-income  producing  securities  has been estimated by
    persons  designated  by the Fund's  Board of  Directors  using  methods  the
    Director's  believe  reflect  fair  value.  See  Note  4  to  the  financial
    statements.
 /x/The value of this security  has been estimated by persons designated  by the
    Fund's  Board of  Directors  using  methods  the Director's  believe reflect
    fair  value.  See  Note  4  to  the  financial statements.
 ++ Approximately  $172,308,270  market value of  securities  are  segregated in
    whole or in part as collateral securing a line of credit
  x The Fund owns 100% of the security and therefore  there is no trading in the
    security. See Note 4 to the financial statements.

   LEGEND
      o Type   FCLT        --Fixed Coupon Long Term
               FCSI        --Fixed Coupon Short or Intermediate Term
               LRIB        --Residual Interest Bond Long Term
               INLT        --Indexed Inverse Floating Rate Bond Long Term

  oo Ratings   If a security has a split rating the highest applicable rating is
               used,  including  published  ratings  on  identical  credits  for
               individual securities not individually rated.
               NR--Not Rated

  ooo  Issue   AMBAC American Municipal Bond Assurance Corporation
               AMT         Alternative Minimum Tax
               CAB         Capital Appreciation Bond
               CFR         Civic Facility Revenue
               COP         Certificates of Participation
               DAR         Dormitory Authority Revenue
               ECF         Educational Construction Fund
               EFC         Environmental Facilities Corp.
               ETM         Escrowed to Maturity
               FGIC        Financial Guaranty Insurance Corporation
               FHA         Federal Housing Administration
               FSA         Financial Security Association
               GO          General Obligation
               HFA         Housing Financing Agency
               HIC         Hospital Improvement Corporation
               IDA         Industrial Development Authority
               ITEMECF     Industrial, Tourist, Education, Medical and
                             Environmental Control Facilities
               LOC         Letter of Credit
               MBIA        Municipal Bond Insurance Assurance Corporation
               MCF         Medical Care Facilities
               MCFFA       Medical Care Facilities Finance Agency
               MWFA        Municipal Water Finance Authority
               NHRB        Nursing Home Revenue Bond
               RB          Revenue Bond
               RDA         Research and Development Authority
               SWMA        Solid Waste Management Authority
               URA         Urban Renewal Authority

                       See Notes to Financial Statements.


                                       7
<PAGE>

NEW YORK MUNI FUND

NOTES TO FINANCIAL STATEMENTS
December 31, 1996
- --------------------------------------------------------------------------------
1.  SIGNIFICANT ACCOUNTING POLICIES

     New York Muni Fund (the Fund) is a series of Fundamental  Funds,  Inc. (the
"Company").  The Company is an open-end management investment company registered
under the Investment Company Act of 1940. The Fund seeks to provide a high level
of income that is excluded from gross income for Federal income tax purposes and
exempt from New York State and New York City  personal  income  taxes.  The Fund
intends to achieve its  objective  by investing  substantially  all of its total
assets in municipal  obligations of New York State,  its political  subdivisions
and its duly constituted authorities and corporations. The Fund employs leverage
in  attempting  to  achieve  this  objective.  The  following  is a  summary  of
significant  accounting  policies  followed in the  preparation of its financial
statements:

          Valuation of Securities--The Fund's portfolio securities are valued on
     the basis of prices provided by an independent pricing service when, in the
     opinion of persons  designated  by the Fund's  directors,  such  prices are
     believed  to reflect the fair market  value of such  securities.  Prices of
     non-exchange  traded portfolio  securities  provided by independent pricing
     services are generally determined without regard to bid or last sale prices
     but take into  account  institutional  size  trading in  similar  groups of
     securities,  yield, quality,  coupon rate, maturity, type of issue, trading
     characteristics and other market data. Securities traded or dealt in upon a
     securities exchange and not subject to restrictions  against resale as well
     as  options  and  futures  contracts  listed for  trading  on a  securities
     exchange or board of trade are valued at the last quoted sales  price,  or,
     in the  absence  of a sale,  at the mean of the last bid and asked  prices.
     Options not listed for trading on a  securities  exchange or board of trade
     for which  over-the-counter  market  quotations  are readily  available are
     valued at the mean of the current bid and asked  prices.  Money  market and
     short-term debt  instruments  with a remaining  maturity of 60 days or less
     will be  valued  on an  amortized  cost  basis.  Municipal  daily or weekly
     variable rate demand  instruments  will be priced at par value plus accrued
     interest.  Securities  not  priced  in a manner  described  above and other
     assets are  valued by persons  designated  by the  Fund's  directors  using
     methods which the directors believe reflect fair value.

          Futures  Contracts  and Options  Written on Future  Contracts--Initial
     margin  deposits  with respect to these  contracts  are  maintained  by the
     Fund's  custodian in segregated asset accounts.  Subsequent  changes in the
     daily  valuation of open  contracts are  recognized as unrealized  gains or
     losses.   Variation   margin   payments  are  made  or  received  as  daily
     appreciation  or  depreciation  in the  value  of these  contracts  occurs.
     Realized gains or losses are recorded when a contract is closed.

          Options  Written on  Municipal  Bonds--The  Fund may write  options on
     municipal  bonds.  Premiums  received for options written are recorded as a
     liability  and  subsequently  marked to market daily to reflect the current
     value of the options  written.  If the written option expires  unexercised,
     the  premium  received  is  treated  as  realized  gain.  If the  option is
     exercised,  the premium received is used to reduce the cost of the security
     purchased or sold.

          Federal  Income  Taxes--It  is the  Fund's  policy to comply  with the
     requirements  of  the  Internal   Revenue  Code  applicable  to  "regulated
     investment  companies"  and to distribute all of its taxable and tax exempt
     income to its shareholders.  Therefore, no provision for federal income tax
     is required.

          Distributions--The   Fund  declares   dividends  daily  from  its  net
     investment  income and pays such dividends on the last business day of each
     month.  Distributions  of net capital gains,  if any,  realized on sales of
     investments  are  made  annually,  as  declared  by  the  Fund's  Board  of
     Directors.  Distributions  are  determined  in  accordance  with income tax
     regulations.  Dividends  are  reinvested  at the  net  asset  value  unless
     shareholders request payment in cash.

          General--Securities  transactions  are  accounted  for on a trade date
     basis.  Interest  income is accrued as earned.  Premiums and original issue
     discount  on  securities  purchased  are  amortized  over  the  life of the
     respective  securities.   Realized  gains  and  losses  from  the  sale  of
     securities are recorded on an identified cost basis. Net operating expenses
     incurred  on  properties  collateralizing  defaulted  bonds are  charged to
     operating  expenses as incurred.  Costs incurred to  restructure  defaulted
     bonds are charged to realized losses as incurred.

          Accounting  Estimates--The  preparation  of  financial  statements  in
     conformity  with  generally   accepted   accounting   principles   requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of increases and decreases in net assets from operations during the
     reporting period. Actual results could differ from those estimates.


                                       8
<PAGE>

NEW YORK MUNI FUND

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 1996
- --------------------------------------------------------------------------------
2.  INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     Under a Management Agreement, the Fund pays an investment management fee to
Fundamental  Portfolio Advisors,  Inc. (the Manager) equal to 0.5% of the Fund's
average daily net asset value up to $100 million and  decreasing by .02% of each
$100 million increase in net assets down to 0.4% of net assets in excess of $500
million.  The Manager is required to reimburse  the Fund an amount not exceeding
the amount of fees  payable to the Manager  under the  agreement  for any fiscal
year,  if, and to the extent that the aggregate  operating  expenses of the Fund
for any fiscal year  including  the fees payable to the Manager,  but  excluding
interest expenses, taxes, brokerage fees and commissions, expenses paid pursuant
to the  Distribution  Plan, and  extraordinary  expenses  exceeds,  on an annual
basis,  1.5% of the average daily net assets of the Fund. No such  reimbursement
was required for the year ended December 31, 1996.

     The Manager and the Fund's  Directors are  cooperating in an  investigation
being  conducted  by  the  Securities  and  Exchange  Commission  concerning  an
affiliated fund. The  Commission's  staff indicated an intention to recommend to
the Commission the commencement of certain proceedings.

     Pursuant to a Distribution  Plan (the Plan) adopted  pursuant to Rule 12b-1
promulgated  under the Investment  Company Act of 1940, the Fund may pay certain
promotional  and  advertising  expenses and may  compensate  certain  registered
securities   dealers  and  financial   institutions  for  services  provided  in
connection  with the  processing  of orders for  purchase or  redemption  of the
Fund's shares and furnishing other  shareholder  services.  Payments by the Fund
shall not in the aggregate, in any fiscal year, exceed 0.5% of the average daily
net assets of the Fund.

     Under a distribution  agreement with Fundamental Service Corporation (FSC),
an affiliate of the Manager,  amounts are paid under the Plan to compensate  FSC
for the  services it provides  and the  expenses  it bears in  distributing  the
Fund's shares to investors.  Any cumulative distribution expenses related to the
Fund incurred by FSC in excess of the annual  maximum amount payable by the Fund
under  the Plan may be  carried  forward  for  three  years in  anticipation  of
reimbursement  by the  Fund on a  "first  in-first  out"  basis.  If the Plan is
terminated or discontinued  in accordance with its terms,  the obligation of the
Fund to make  payments  to FSC will cease and the Fund will not be  required  to
make payments  past the  termination  date.  Amounts paid to FSC pursuant to the
agreement totaled $384,123 for the year ended December 31, 1996.

     The Fund compensates Fundamental  Shareholder Services,  Inc., an affiliate
of the manager,  for the services it provides under a Transfer Agent and Service
Agreement.  Transfer  agent fees for the year ended  December  31,  1996 are set
forth in the statement of operations.

3.  DIRECTORS' FEES

     All of the  Directors  of the Fund are also  directors  or  trustees of two
other affiliated mutual funds for which the Manager acts as investment  adviser.
For services and attendance at board  meetings and meetings of committees  which
are common to each Fund, each Director who is not affiliated with the Manager is
compensated at the rate of $6,500 per quarter pro rated among the funds based on
their respective average net assets.

4.  COMPLEX SECURITIES, CONCENTRATIONS OF CREDIT RISK, AND INVESTMENT 
    TRANSACTIONS

     INVERSE FLOATING RATE NOTES (IFRN):

     The Fund  invests in variable  rate  securities  commonly  called  "inverse
floaters".  The interest rates on these securities have an inverse  relationship
to the interest rate of other  securities  or the value of an index.  Changes in
interest rate on the other security or index  inversely  affect the rate paid on
the inverse floater,  and the inverse floater's price will be more volatile than
that of a fixed-rate  bond.  Additionally,  some of these  securities  contain a
"leverage  factor"whereby the interest rate moves inversely by a "factor" to the
benchmark  rate.  For example,  the rates on the inverse  floating rate note may
move  inversely  at three  times  the  benchmark  rate.  Certain  interest  rate
movements  and other market  factors can  substantially  affect the liquidity of
IFRN's.

     CONCENTRATION OF CREDIT RISK AND TRANSACTIONS IN DEFAULTED BONDS:

     The Fund owned 100% of two  Niagara  Falls  Industrial  Development  Agency
bonds ("IDA  Bonds") due to mature on September 1, 2006,  and 98.3% of a Niagara
Falls New York Urban  Renewal  Agency 11% bond ("URA Bond") due to mature on May
1, 2009 which are in default. The IDA Bonds are secured by commercial retail and
office  buildings  known as the Falls  Street  Faire and  Falls  Street  Station
Projects  ("Projects").  The URA Bond is secured by certain rental payments from
the Projects.


                                       9
<PAGE>

NEW YORK MUNI FUND

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 1996
- --------------------------------------------------------------------------------

     The Fund, through its investment banker and manager,  negotiated agreements
whereby the Fund received cash of $3,000,000 subsequent to December 31, 1996 and
executed an assumption  agreement  with the purchasers of the Falls Street Faire
and Station Projects. Under the assumption agreement the purchaser has agreed to
assume debt of $8,000,000  bearing interest at 10% per annum in exchange for the
Fall  Street  Faire  Project.  The  assumption  agreement  provides  for certain
interest and forbearance  payments in accordance  with the  agreement's  payment
schedule.

     These  securities  are being valued under methods  approved by the Board of
Directors.  The aggregate  value of these  securities  is $8,397,267  (42.64% to
their  aggregate  face value of  $19,695,000).  There is  uncertainty  as to the
timing of events and the  subsequent  ability of the  Projects to generate  cash
flows  sufficient  to provide  repayment  of the bonds.  No interest  income was
accrued on these bonds during the year ended December 31, 1996. Legal investment
banking,  and  other  restructuring  costs  charged  to  realized  loss  totaled
approximately  $294,000  for  the  year  ended  December  31,  1996  ($1,487,000
cumulatively  from October 6, 1992 to December 31,  1996).  The Fund through its
investment banker, engaged a manager to maintain the Projects on its behalf, and
the Fund is paying the net  operating  expenses of the  Projects.  Net operating
expenses  related to the  Projects  for the year  ended  December  31,  1996 are
disclosed in the statement of operations,  and cumulatively from October 6, 1992
to December 31, 1996 totaled approximately $612,629

     Additionally,  the Fund owns 100% of several securities as indicated in the
Statement of  Investments.  As a result of its  ownership  position  there is no
active trading in these securities.  Valuations of these securities are provided
by a pricing service and are believed by the Manager to reflect fair value.  The
market value of securities owned 100% by the Fund was approximately  $92,714,000
(47% of net assets) including the securities described in the previous paragraph
at December 31, 1996.  With respect to  securities  owned 100% by the Fund,  the
$25,000,000 New York State Thruway FGIC Insured,  IFRN Bonds, in addition to the
$8,397,267  bonds described in the preceding  paragraph,  have been valued using
methods approved by the Board of Directos.

     OTHER INVESTMENT TRANSACTIONS:

     During the year ended December 31, 1996,  purchases and sales of investment
securities,   other  than  short-term   obligations,   were   $735,241,325   and
$795,122,155 respectively.

     As of December 31, 1996 net unrealized depreciation of portfolio securities
on a federal  income tax basis  amounted to  $10,290,342  composed of unrealized
appreciation of $3,794,391 and unrealized depreciation of $14,084,733.

     The Fund has capital loss carryforwards  available to offset future capital
gains as follows:

                          Amount               Expiration
                          -------               ---------
                        $18,503,000         December 31, 2002
                          2,152,000         December 31, 2004
                        -----------
                        $20,655,000
                        ===========

5.  CAPITAL STOCK

     As of  December  31, 1996 there were  500,000,000  shares of $.01 par value
capital stock authorized. Transactions in capital stock were as follows:

<TABLE>
<CAPTION>
                                                     Year Ended                              Year Ended
                                                  December 31, 1996                       December 31, 1995
                                             --------------------------              --------------------------
                                               Shares             Amount              Shares              Amount
                                            -------------      -------------       -------------      --------------
<S>                                        <C>                <C>                 <C>                 <C>            
Shares sold ....................            3,704,110,578     $3,314,430,819       3,269,945,429      $3,074,627,178
Shares issued on reinvestment
  of dividends .................                5,501,544          4,939,206           6,772,089           6,361,886
Shares redeemed ................           (3,714,943,217)    (3,342,618,858)     (3,287,552,791)     (3,094,515,295)
                                             ------------       ------------       -------------       -------------
Net (decrease) .................               (5,331,095)    $  (23,248,833)        (10,835,273)       $(13,526,231)
                                             ============       ============       =============       =============
</TABLE>

6.  LINE OF CREDIT

     The Fund has line of credit  agreements with banks  collateralized  by cash
and portfolio securities. Borrowings under these agreements bear interest linked
to  the  banks'  prime  rate.  Pursuant  to  these  agreements   $1,200,000  was
outstanding at December 31, 1996.

     The maximum  month end and the average  borrowings  outstanding  during the
year ended December 31, 1996 were $90,000,000 and $49,448,000, respectively.


                                       10
<PAGE>

NEW YORK MUNI FUND

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 1996
- --------------------------------------------------------------------------------

7.  SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                                            Years Ended December 31,
                                                                -------------------------------------------------
                                                              1996         1995       1994        1993        1992
                                                              ----         ----       ----        ----        ----
<S>                                                         <C>         <C>         <C>        <C>         <C>     
PER SHARE OPERATING PERFORMANCE
  (for a share outstanding throughout the year)
Net Asset Value, Beginning of Year ..................         $0.98       $0.88       $1.18      $1.21       $1.14
                                                              ------      ------      ------     ------      ------
Income from investment operations:
Net investment income ...............................           .035        .035        .056       .065        .061
Net realized and unrealized gains (losses)
  on investments ....................................          (.110)       .101       (.290)      .082        .070
                                                              ------      ------      ------     ------      ------
         Total from investment operations ...........          (.075)       .136       (.234)      .147        .131
                                                              ------      ------      ------     ------      ------
Less Distributions:
Dividends from net investment income ................          (.035)      (.035)      (.056)     (.065)      (.060)
Dividends from net realized gains ...................             --       (.001)      (.010)     (.112)      (.001)
                                                              ------      ------      ------     ------      ------
         Total distributions ........................          (.035)      (.036)      (.066)     (.177)      (.061)
                                                              ------      ------      ------     ------      ------
Net Asset Value, End of Year ........................         $0.87       $0.98       $0.88      $1.18       $1.21
                                                              ======      ======      ======     ======      ======
         Total Return ...............................         (7.73%)     15.67%     (20.47%)    12.58%      11.83%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Year (000) .......................       $196,746    $226,692    $212,665   $275,552    $196,516
Ratios to Average Net Assets:
  Interest expense ..................................          2.11%       2.09%       1.59%       .61%        .19%
  Operating expenses ................................          1.66%       1.55%       1.62%      1.44%       1.50%
                                                              ------      ------      ------     ------      ------
         Total expenses .............................          3.77%       3.64%       3.21%      2.05%       1.69%
                                                              ======      ======      ======     ======      ======
         Net investment income ......................          3.89%       3.81%       5.34%      5.20%       5.16%
Portfolio turnover rate .............................        347.44%     347.50%     289.69%    404.05%     460.58%

BANK LOANS
Amount outstanding at end of year (000 omitted) .....         $1,200     $64,575     $20,000    $20,873        $725
Average amount of bank loans outstanding during the year
  (000 omitted) .....................................        $49,448     $49,603     $54,479    $24,100      $5,194
Average number of shares outstanding during the year
  (000 omitted) .....................................        178,456     191,692     206,323    184,664     161,404
Average amount of debt per share during the year               $.277       $.259       $.264      $.131       $.032
</TABLE>

 

                                       11
<PAGE>

INDEPENDENT AUDITOR'S REPORT
- --------------------------------------------------------------------------------
The Board of Directors and Shareholders
New York Muni Fund, Inc.

We have audited the accompanying statement of assets and liabilities,  including
the  statement of  investments,  of New York Muni Fund,  Inc. as of December 31,
1996, and the related  statements of operations and cash flows for the year then
ended,  the statements of changes in net assets for each of the two years in the
period then ended, and selected financial information for each of the five years
in the period then ended.  These  financial  statements  and selected  financial
information are the responsibility of the Fund's management.  Our responsibility
is to express an opinion on these  financial  statements and selected  financial
information based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  financial  statements  and  selected
financial  information  are free of  material  misstatement.  An audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial  statements.  Our procedures  included  confirmation of securities
owned as of December 31, 1996 by correspondence  with the custodian and brokers.
An audit also includes assessing the accounting  principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  and selected  financial  information
referred to above  present  fairly,  in all  material  respects,  the  financial
position of New York Muni Fund,  Inc. as of December 31, 1996 and the results of
its  operations,  cash flows,  changes in net  assets,  and  selected  financial
information for the periods  indicated,  in conformity  with generally  accepted
accounting principles.

As discussed in Note 4 the Fund owns 100% of certain  securities  as of December
31, 1996. These securities  include  $33,397,267 of bonds (16.9% of net assets),
whose  values have been  estimated  by the Board of  Directors in the absence of
readily ascertainable market values. We have reviewed the procedures used by the
Board of Directors in arriving at its estimate of value of such  securities  and
have inspected underlying  documentation,  and in the circumstances,  we believe
the procedures are reasonable and the documentation appropriate. However because
of the inherent  uncertainty  of valuation,  those  estimated  values may differ
significantly  from the values that would have been used had a ready  market for
the securities existed, and the differences could be material.



S I G N A T U R E



New York, New York
February 21, 1997
except for the last paragraph in Note 4 as to which
the date is March 6, 1997

                                       12


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