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 Fixed Income Fund, 90 Washington
Street, New York, New York 10006.
2. Name of each series or class of funds for which this notice is filed: Tax
Free Money Market Series, High Yield Municipal Bond Series, Fundamental
U.S. Government Strategic Income Fund Series.
3. Investment Company Act File Number: 811-5063
Securities Act File Number: 33-12738
4. Last day of fiscal year for which this notice is filed: 12/31/95
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:
None
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: 3,143,673,583
Aggregate sale price of securities sold during the fiscal
year: 3,144,977,210
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: 3,143,673,583
Aggregate sale price of securities sold during the fiscal
year: 3,144,977,210
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
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<TABLE>
<S> <C>
Number of DRIP securities sold during the fiscal year: 1,637,707
Aggregate sale price of DRIP Securities sold during the fiscal year: 1,928,565
</TABLE>
12. Calculation of registration fee:
<TABLE>
<S> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10): $3,144,977,210
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 1,928,565
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): 3,149,544,942
(iv) Aggregate price of shares redeemed or repurchased
and applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): +
(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): - 4,567,732
(vi) Multiplier prescribed by Section 6(b) under the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x .00034482758
(vii) Fee due [line (v) multiplied by line (vi)]: 0
</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 J. Malanga
----------------------------
Vincent J. Malanga
President
Date: February 9, 1996
*Please print the name and title of the signing office below the
signature
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KRAMER, LEVIN, NAFTALIS, NESSEN, KAMIN & FRANKEL
9 1 9 T H I R D A V E N U E
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 9, 1996
Fundamental Fixed-Income Fund
90 Washington Street, 19th Floor
New York, New York 10006
Re: Fundamental Fixed-Income Fund
Registration No. 33-12738
Gentlemen:
We have acted as counsel to Fundamental Fixed-Income Fund, a
Massachusetts business trust (the "Trust"), in connection with the public
offering of the Trust's shares of beneficial interest with no par value, and on
various other securities and general matters. We understand that, pursuant to
Rule 24f-2 under the Investment Company Act of 1940, the Trust has registered an
indefinite number of shares of beneficial interest under the Securities Act of
1933. We further understand that, pursuant to the provisions of Rule 24f-2, the
Trust is filing with the Securities and Exchange Commission the Notice attached
hereto making definite the registration of shares of beneficial interest (the
"Shares") sold in reliance upon Rule 24f-2 during the fiscal year ended December
31, 1995.
We have reviewed, insofar as it relates or pertains to the
Trust, the Trust'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
<PAGE>
otherwise identified to our satisfaction of such documents, trust 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
Massachusetts law is based upon a limited inquiry thereof which 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 Trust's Declaration of Trust, as
amended, and Registration Statement, 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, Nessen,
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Kamin & Frankel
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