February 15, 1995
Document Control
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D. C. 20549
Re: Rule 24f-2 Notice for Fundamental Investors, Inc.
File No. 2-10760
Gentlemen:
This Rule 24f-2 Notice is being filed for the fiscal year ended December 31,
1994 ("Fiscal Year").
51,307,623 shares were sold during the Fiscal Year at an aggregate sales price
of $922,115,306.
Shares registered pursuant to Rule 24f-2
Aggregate sales price for 51,307,623 shares
sold during Fiscal Year pursuant to Rule 24f-2..................$922,115,306
Reduced by the difference between:
(1) Aggregate redemption price of 16,975,145 shares
redeemed during the Fiscal................................$304,324,378
and
(2) Aggregate redemption price of redeemed shares
previously applied by Fund pursuant to Rule
24e-2(a) in filings made pursuant to Section
24(e)(1) of Investment Company Act of 1940................None
Equals..........................................................$617,790,928
Shares registered other than pursuant to Rule 24f-2
Shares of capital stock previously registered (other
than pursuant to Rule 24f-2) which remained unsold at
January 1, 1994, the beginning of the Fiscal Year............none
Shares of capital stock registered (other than
pursuant to Rule 24f-2) during the Fiscal Year...............none
TOTAL...........................none
After computing the registration fee in accordance with subsection (c) of Rule
24f-2, we have wired the sum of $213,032.85 to Mellon Bank in payment of that
fee.
Attached to this Rule 24f-2 Notice, and made a part hereof, is an opinion of
counsel indicating that the securities, the registration of which this Notice
makes definite in number, were legally issued, fully paid, and nonassessable.
Any questions regarding this matter should be addressed to Julie F. Williams,
Secretary, at the above address.
Very truly yours,
Julie F. Williams
Secretary
Enclosures
February 13, 1995
Fundamental Investors, Inc.
333 South Hope Street
Los Angeles, California 90071
Re: Issuance and Sale of 51,307,623
Shares of Fundamental Investors,
Inc.
Ladies and Gentlemen:
Fundamental Investors, Inc. (the "Fund") has requested our opinion in
connection with the registration for offer and sale by the Fund of 51,307,623
shares of capital stock of the Fund (the "Stock"). We understand that a copy
of this opinion will be provided to the Securities and Exchange Commission
pursuant to Rule 24f-2(b)(1) under the Investment Company Act of 1940, as
amended.
We have examined documents relating to the organization of the Fund
and the authorization for registration and issuance of shares of the Fund. We
have also examined a Certificate of the Assistant Treasurer dated January 31,
1995, relating to the number of shares of the Fund sold by the Fund during
Fiscal 1994.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance and sale of the Stock by the Fund have been duly and
validity authorized by all appropriate corporate action and, assuming delivery
thereof and payment therefor was in accordance with the description set forth
in the Fund's current prospectus under the Securities Act of 1933, the Stock
will be duly authorized and validly issued, fully paid and nonassessable when
sold.
We consent to the submission of a copy of this opinion to the
Securities and Exchange Commission in connection with the filing of the Fund's
Rule 24f-2 Notice for Fiscal 1994, as contemplated in Rule 24f-2(b)(1) under
the Investment Company Act of 1940, as amended.
The opinion given above is subject to the condition that the Fund
will comply with the provisions of any applicable laws, regulations and permits
of any state or foreign country in which any of the Stock is sold.
Very truly yours,
/s/ Morrison & Foerster
