FUNDAMENTAL FIXED INCOME FUND
N-30D, 1997-03-17
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                          FUNDAMENTAL FIXED INCOME FUND
                      U.S. GOVERNMENT STRATEGIC INCOME FUND

Dear Fellow Shareholder:

The Net Asset Value of the U.S.  Government  Strategic Income Fund ended 1996 at
$1.43 per share,  down  modestly from the year end 1995 net asset value of $1.49
per share. However, a widening spread between short and long term interest rates
enabled the Fund to maintain a high yield. And for the full year its 5.02% total
return  placed it in the top 3% of all  government  bond  funds as  measured  by
Morningstar Inc.

1996 was a see-saw  year for the bond  market.  Bond  prices  were at a peak and
interest rates were at a low early in the year, amidst high hopes for a balanced
budget agreement between the Clinton Administration and Congress.  Additionally,
the Federal Reserve lowered interest rates in January.  However, as the election
season  progressed,  a budget  agreement  became elusive.  And no sooner had the
Federal Reserve lowered interest rates than economic activity seemed to rebound,
sending shudders through the bond market.

Bond prices fell sharply and interest rates rose into early summer,  as fears of
an actual move toward credit  restraint by the Federal  Reserve began to emerge.
But  inflation  remained  subdued  through  the  period.  With  economic  growth
moderating during the year's second half, bond prices recovered and yields fell.
Nevertheless,  the rise in prices and consequent decline in yields did not match
the levels registered early in the year.

Toward year end renewed fears of credit restraint  gripped the bond market after
Federal Reserve  Chairman  Greenspan  warned 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.

Because  short term  interest  rates were steady for most of the year while long
term interest rates rose,  the Fund's  leverage was beneficial and its yield was
higher than it  otherwise  would have been.  Similarly,  we were able to quickly
adjust the Fund's duration in line with changing market  conditions  through our
use of futures and options hedging strategies.

Heading  into  1997  we  expect  continued  moderate  economic  growth  and  low
inflation.  Credit restraint by the Federal Reserve would not materialize in our
view, and a realization of a balanced  budget  agreement  should help reduce the
entire structure of interest rates,  thus raising bond prices.  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
fixed income market in 1997.  We thank you for your  continued  support,  and we
look forward to servicing you in the future.

Sincerely,


Dr. Vincent J. Malanga
President


<PAGE>

                FUNDAMENTAL U.S. GOVERNMENT STRATEGIC INCOME FUND

$13,078
Lehman Brothers
1-3 Year Government
Bond Index*

$11,421
Consumer
Price Index

$10,549
Fundamental U.S.
Government
Strategic Income
Fund

13.5
13.0
12.5
12.0
11.5
11.0
10.5
10.0
 9.5
 9.0
 8.5
 8.0
 7.5
 7.0
 6.5
 6.0
 5.5
 5.0
 4.5
 4.0
 3.5
 3.0
 2.5
 2.0
 1.5
 1.0
 0.5
   0
 
- --------------------------------------------------------------------------------
                                 The Fundamental
                                 U.S. Government
                              Strategic Income Fund
- --------------------------------------------------------------------------------
                           Average Annual Total Return
                                Ended on 12/31/96
- --------------------------------------------------------------------------------
                                      Since Inception
                         1 Year         (2/18/92)
- --------------------------------------------------------------------------------
                          5.02%           1.11%
- --------------------------------------------------------------------------------

                                  Thousands ($)

2/18/92       12/31/92      12/31/93       12/31/94       12/31/95      12/31/96

Past performance is not predictive of future performance.

The above  illustration  compares a $10,000  investment  made in The Fundamental
U.S.  Government  Strategic Income Fund on 2/18/92 (Inception Date) to a $10,000
investment  made in the Lehman  Brothers 1-3 Year  Government Bond Index on that
date. For comparative  purposes the value of the Index on 2/24/92 is used as the
beginning  value on 2/18/92.  All dividends and capital gain  distributions  are
reinvested.

The Fund invests  primarily in U.S.  Government  securities and its  performance
takes into account fees and expenses.  Unlike the Fund, the Lehman  Brothers 1-3
Year Government Bond Index is an unmanaged  total return  performance  benchmark
for the  short-term,  U.S.  Government  bond  market  calculated  by using 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. 

                                       2

<PAGE>

FUNDAMENTAL U.S. GOVERNMENT STRATEGIC INCOME FUND


(left column)

STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996
- --------------------------------------------------------------------------------

ASSETS
  Investment in securities, at value (cost          
    $17,893,185) (Notes 5 and 6) .................                  $19,826,580
  Receivables:
    Interest .....................................                       96,664
    Variation margin .............................                      177,228
                                                                    -----------
        Total assets .............................                   20,100,472
                                                                    -----------
LIABILITIES
  Notes payable ..................................                      257,247
  Options written at value (premiums
    received $53,488) (Note 5) ...................                       45,000
  Securities sold subject to repurchase
    (Note 6) .....................................                    6,361,988
  Payables:
    Bank overdraft payable .......................                       17,941
    Dividends declared ...........................                       77,440
    Accrued expenses .............................                      116,489
                                                                    -----------
        Total liabilities ........................                    6,876,105
                                                                    -----------
NET ASSETS consisting of:
  Accumulated net realized loss ..................  $(17,904,575)
  Unrealized appreciation of securities ..........     1,933,395
  Unrealized appreciation of options
    written ......................................         8,488
  Unrealized appreciation of open future
    contracts ....................................       236,456
  Paid-in-capital applicable to 9,257,028
    shares of beneficial interest ................    28,950,603
                                                    ------------ 
                                                                    $13,224,367
                                                                    ===========
NET ASSET VALUE PER SHARE ........................                        $1.43
                                                                          =====

(right column)

STATEMENT OF OPERATIONS
Year Ended December 31, 1996
- --------------------------------------------------------------------------------

INVESTMENT INCOME
  Interest income, net of $346,342 of 
    interest expense ............................                   $ 1,746,175

EXPENSES (Notes 2, 3 and 6)
  Investment advisory fees ......................  $   104,470
  Custodian and accounting fees .................       40,662
  Transfer agent fees ...........................       58,766
  Professional fees .............................      490,685
  Trustees' fees ................................        6,000
  Printing and postage ..........................       13,117
  Interest on bank borrowing ....................       17,199
  Distribution expenses .........................       34,823
  Other .........................................        7,964
  Fees waived ...................................     (281,959)
                                                   -----------
        Total expenses ..........................                       491,727
                                                                    -----------
        Net investment income ...................                     1,254,448
                                                                    -----------

REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
  Net realized gain on:
  Investments ...................................      362,107
  Future and options on futures .................       71,066           433,173
                                                   -----------
  Change in unrealized appreciation
    (depreciation) of investments,
    options and futures contracts
    for the period:
      Investments ...............................   (1,529,967)
      Open option contracts written .............       39,523
      Open futures contracts ....................      420,227       (1,070,217)
                                                   -----------      -----------
Net loss on investments .........................                      (637,044)
                                                                    -----------

NET INCREASE IN NET ASSETS 
  FROM OPERATIONS                                                   $   617,404
                                                                    ===========

(bottom column)

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                                Year Ended       Year Ended
                                                                                                 December         December
                                                                                                 31, 1996         31, 1995
                                                                                                 --------         --------
<S>                                                                                            <C>               <C>        
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS
  Net investment income ...................................................................... $  1,254,448      $   962,726
  Net realized gain (loss) on investments ....................................................      433,173      (14,388,126)
  Unrealized appreciation (depreciation) on investments, options and futures contracts .......   (1,070,217)      15,662,974
                                                                                               ------------      -----------
        Net increase in net assets from operations ...........................................      617,404        2,237,574

DIVIDENDS PAID TO SHAREHOLDERS FROM
  Investment income ..........................................................................   (1,254,448)        (962,726)
CAPITAL SHARE TRANSACTIONS (Note 4) ..........................................................   (1,332,818)      (5,170,959)
                                                                                               ------------      -----------
        Total decrease .......................................................................   (1,969,862)      (3,896,111)  

NET ASSETS
  Beginning of  year .........................................................................   15,194,229       19,090,340
                                                                                               ------------      -----------
  End of  year ............................................................................... $ 13,224,367     $ 15,194,229
                                                                                               ============     ============
</TABLE>

                       See Notes to Financial Statements.

                                       3
<PAGE>



FUNDAMENTAL U.S. GOVERNMENT STRATEGIC INCOME FUND

STATEMENT OF CASH FLOWS
Year Ended December 31, 1996
- --------------------------------------------------------------------------------
   INCREASE (DECREASE) IN CASH
   CASH FLOWS FROM OPERATING ACTIVITIES
      Net increase in net assets from operations ................... $  617,404
   Adjustments to reconcile net increase in net assets from
     operations to  net cash provided by operating activities:
       Purchase of investment securities ........................... (2,620,894)
       Proceeds on sale of securities ..............................  4,699,842
       Premiums received for options written .......................    761,447
       Premiums paid to close options written ...................... (1,105,799)
       Decrease in interest receivable .............................     14,325
       Increase in variation margin receivable .....................   (203,709)
       Increase in accrued expenses ................................     17,224
       Net accretion of discount on securities .....................   (245,251)
       Net realized (gain) loss:
         Investments ...............................................   (362,107)
         Options written ...........................................    335,515
       Unrealized depreciation on securities and options
         written for the period ....................................  1,490,444
                                                                    -----------
         Total adjustments .........................................  2,781,037
                                                                    -----------
         Net cash provided by operating activities .................  3,398,441
                                                                    -----------
   CASH FLOWS FROM FINANCING ACTIVITIES:*
     Net repayments on sale of securities sold subject
       to repurchase ............................................... (1,069,057)
     Net borrowings of note payable ................................    212,188
     Proceeds on shares sold .......................................  1,721,466
     Payment on shares repurchased ................................. (3,923,134)
     Cash dividends paid ...........................................   (339,904)
                                                                    -----------
     Net cash provided by financing activities ..................... (3,398,441)
                                                                    -----------
     Net increase in cash ..........................................          0
     CASH AT BEGINNING OF YEAR .....................................          0
                                                                    -----------
     CASH AT END OF  YEAR ..........................................$         0
                                                                    ===========
     *Non-cash financing activities not included  herein consist of reinvestment
      of dividends of $860,888.  

      Cash payments for interest  expense totaled $368,807 for the period.


STATEMENT OF OPTIONS WRITTEN
December 31, 1996
- --------------------------------------------------------------------------------
 Number of                                           Expiration
Contracts++        Options Written                     Month             Value
- -----------        ---------------                   ----------          -----
   40       U.S. Treasury Bonds, Call @ $114 .....   March 1997        $45,000
                                                                       -------
                                                                       $45,000
                                                                       =======

++Each contract represents $100,000 face value of U.S. Treasury Bond Futures.




                       See Notes to Financial Statements.



                                       4
<PAGE>





FUNDAMENTAL U.S. GOVERNMENT STRATEGIC INCOME FUND

STATEMENT OF INVESTMENTS
December 31, 1996
- --------------------------------------------------------------------------------
       Principal          Interest             Maturity
        Amount              Rate@                Date               Value
        ------             ------               ------              -----
United States Treasury Securities-43.39%
  United States Treasury Bonds
       85,000*            0.00% ZCS            11/15/03        $    54,892
    4,300,000*            0.00% PS             11/15/06          2,278,720
    5,000,000             9.00%                11/15/18          6,268,755
                                                               -----------
                (Cost $7,749,456)                                8,602,367
                                                               -----------

United States Agency Backed Securities-56.61%
  Federal Home Loan Mortgage Corporation
      843,718+            9.25%                08/15/23            893,936
      267,228+            6.50% Z-bond         12/15/23            220,971
      588,235x           20.40% TTIB           09/15/26            579,258
      249,010            14.80% IFRN           05/25/24            273,530
      750,000            13.59% IFRN           05/15/24            804,157

  FNMA-Federal National Mortgage Assoc.
    3,671,204+x          15.33% TTIB           03/25/23          3,895,037
      490,760x           14.49% TTIB           05/25/23            516,245
    1,519,480+x          13.50% TTIB           11/25/23          1,360,831
      980,392x           13.26% TTIB           11/25/23            912,588
      356,450+x          15.50% TTIB           03/25/23            376,929

  REFCO-Resolution Funding Corporation
      600,000             0.00% ZCS            07/15/10            241,225

  Department of Navy, FNMA Guaranteed
      100,000+            0.00% ZCS            04/01/09             42,208
                                                               -----------
                Cost $9,311,440)                                10,116,915
                                                               -----------
  FICO-Financing Corporation (U.S. Government Agency) ZCS

      100,000*                                 11/02/12             33,042
      100,000*                                 05/02/14             29,546
      125,000                                  05/02/15             34,250
      148,000*                                 05/11/12             50,698
      119,000*                                 11/11/14             33,827
      281,000*                                 05/30/14             82,551
      261,000*                                 11/30/15             68,511
      164,000*                                 11/30/16             39,956
      167,000*                                 08/08/17             38,669
      100,000*                                 08/03/18             21,540
      182,000*                                 06/06/15             49,523
      109,000+                                 12/06/17             24,658



                                       5
<PAGE>



FUNDAMENTAL U.S. GOVERNMENT STRATEGIC INCOME FUND

STATEMENT OF INVESTMENTS
December 31, 1996
- --------------------------------------------------------------------------------
       Principal          Interest             Maturity
        Amount              Rate@                Date               Value
        ------             ------               ------              -----
  FICO-Financing Corporation (U.S. Government Agency) ZCS (continued)
      137,000*                                  08/03/15       $    36,856
      208,000                                   02/03/16            53,916
      138,000*                                  02/03/11            52,017
      205,000+86*                               04/06/17            48,722
      259,000*                                  10/05/15            68,785
      100,000+                                  10/05/17            22,898
      217,000+                                  04/05/18            47,899
      375,000*                                  04/05/19            76,931
      240,000*                                  10/06/17            56,506
      100,000+                                  02/08/17            24,034
      200,000*                                  04/06/17            47,534
      100,000+                                  02/03/12            34,961
      118,000*                                  08/03/16            29,468
                                                               -----------
                (Cost $832,289)                                  1,107,298
                                                               -----------
                    Total investments (Cost $17,893,185)(D)    $19,826,580
                                                               ===========

  +Collateral  or  partial collateral  for securities sold subject to repurchase
   (Note 6)
  *Segregated,  in  whole  or  part,  as  initial  margin  for futures contracts
   (Note 5)
(D)Cost is the same for Federal income tax purposes
  xThe  Fund  owns  100% of the security or tranche. See Note 5 to the financial
   statements.

(degree)Legend-IFRN: Inverse Floating  Rate Notes 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.

               TTIB: Two-Tiered  Index Floating Rate Bonds are instruments  with
                     two coupon  levels.  The "first  tier" coupon is at a fixed
                     rate,  effective as long as the  underlying  index is at or
                     below the strike level.  At the strike  level,  the "second
                     tier" coupon  resets the bond to an inverse  floating  rate
                     note. See discussion  above.  Coupons shown are at December
                     31, 1996.

               ZCS:  Zero  Coupon  Securities are instruments whose interest and
                     principal are paid at maturity. 

            Z Bond:  A Z Bond is an  instrument whose monthly interest coupon is
                     paid  at a fixed rate in additional principal. Principal is
                     paid at maturity.

                PS:  Principal  Stripped  Bonds are  instruments whose principle
                     and coupon have been separated and sold separately.



                       See Notes to Financial Statements.


                                       6
<PAGE>



FUNDAMENTAL U.S. GOVERNMENT STRATEGIC INCOME FUND

NOTES TO FINANCIAL STATEMENTS
December 31, 1996
- --------------------------------------------------------------------------------


1. Significant Accounting Policies

    Fundamental   Fixed-Income  Fund  (the  Fund)  is  an  open-end   management
investment company registered under the Investment Company Act of 1940. The Fund
operates  as a series  company  currently  issuing  three  classes  of shares of
beneficial interest,  the Tax-Free Money Market Series, the High-Yield Municipal
Bond Series and the U.S.  Government  Strategic  Income Fund (the  Series).  The
objective of the Series is to provide  high current  income with minimum risk of
principal and relative stability of net asset value. The Series seeks to achieve
its  objective  by  investing  primarily in U.S.  Government  Obligations.  U.S.
Government  Obligations consist of marketable securities issued or guaranteed by
the U.S. Government,  its agencies or instrumentalities  (hereunder collectively
referred  to as  "Government  Securities").  The Series  also uses  leverage  in
seeking to  achieve  its  investment  objective.  Each  series is  considered  a
separate entity for financial reporting and tax purposes.

        Valuation of  Securities-The  Series 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  trustees,  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 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.  Securities  not priced in a manner  described
    above and other  assets  are  valued by  persons  designated  by the  Fund's
    trustees using methods which the trustees believe reflect fair value.

        Futures   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.

        Repurchase  Agreements-The  Series may invest in repurchase  agreements,
    which are agreements  pursuant to which securities are acquired from a third
    party with the  commitment  that they will be repurchased by the seller at a
    fixed  price on an agreed  upon date.  The Series may enter into  repurchase
    agreements  with banks or lenders  meeting  the  creditworthiness  standards
    established by the Board of Trustees. The resale price reflects the purchase
    price plus an agreed upon market rate of interest  which is




                                       7
<PAGE>



FUNDAMENTAL U.S. GOVERNMENT STRATEGIC INCOME FUND

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

     unrelated to the coupon rate or date of maturity of the purchased security.
     The Series' repurchase agreements will at all times be fully collateralized
     in an amount equal to the purchase price including  accrued interest earned
     on the underlying security.

        Reverse  Repurchase   Agreements-The   Series  may  enter  into  reverse
    repurchase  agreements  with the same  parties  with whom it may enter  into
    repurchase  agreements.  Under a reverse  repurchase  agreement,  the Series
    sells  securities  and agrees to repurchase  them at a mutually  agreed upon
    date and price.  Under the Investment Company Act of 1940 reverse repurchase
    agreements  are generally  regarded as a form of borrowing.  At the time the
    Series  enters into a reverse  repurchase  agreement it will  establish  and
    maintain a segregated account with its custodian containing  securities from
    its portfolio  having a value not less than the repurchase  price  including
    accrued interest.

        Federal  Income  Taxes-It  is the  Series'  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   Series   declares   dividends  daily  from  its  net
    investment  income and pays such  dividends on the last business day of each
    month.  Distributions  of net  capital  gain,  if any,  realized on sales of
    investments  are  anticipated  to be made  before  the close of the  Series'
    fiscal year, as declared by the Board of Trustees.  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.  Realized gain and loss from the sale
    of  securities  are  recorded on an  identified  cost basis.  Discounts  and
    premiums are amortized over the life of the respective securities.  Premiums
    are charged against interest income and  discounts are accreted  to interest
    income.

        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.

2. Investment Advisory Fees and Other Transactions With Affiliates

    The Series has a Management  Agreement with Fundamental  Portfolio Advisors,
Inc. (the  Manager).  Pursuant to the agreement the Manager serves as investment
adviser to the Series  and is  responsible  for the  overall  management  of the
business affairs and assets of the Series subject to the authority of the Fund's
Board of Trustees. In compensation for the services provided by the Manager, the
Series  will pay an  annual  management  fee in an  amount  equal to .75% of the
Series'  average  daily net  assets up to $500  million,  .725% on the next $500
million,  and .70% per annum on assets over $1 billion.  The Manager is required
to reimburse the Series for its



                                       8
<PAGE>



FUNDAMENTAL U.S. GOVERNMENT STRATEGIC INCOME FUND

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


expenses (excluding interest,  taxes, brokerage fees and extraordinary expenses)
to the extent that such  expense,  including  the  management  fees,  exceed the
limits  on  investment  company  expenses  prescribed  in any state in which the
Series' shares are qualified for sale. The manager  voluntarily  waived fees and
reimbursed expenses of $247,136 for the year ended December 31, 1996.

    The Series has adopted a Distribution  and Marketing Plan,  pursuant to Rule
12b-1,  promulgated  under the Investment  Company Act of 1940,  under which the
Series pays to  Fundamental  Service  Corporation  (FSC),  an  affiliate  of the
Manager,  a fee which is accrued  daily and paid  monthly  at an annual  rate of
0.25% of the Series'  average daily net assets.  Amounts paid under the plan are
to  compensate  FSC for the  services it provides  and the  expenses it bears in
distributing the Series' shares to investors.  The amount incurred by the Series
pursuant to the agreement  for the year ended  December 31, 1996 is set forth in
the statement of operations. FSC has waived fees in the amount of $34,823.

    The Series compensates  Fundamental  Shareholders Services,  Inc. (FSSI), an
affiliate of the Manager,  for services it provides  under a Transfer  Agent and
Service  Agreement.  The amount incurred by the Series pursuant to the agreement
for  the  year  ended  December  31,  1996  is set  forth  in the  Statement  of
Operations.

    The  Series  effects  a  significant  portion  of its  futures  and  options
transactions through LAS Investments,  Inc. (LAS), an affiliated  broker-dealer.
Commissions  paid to LAS  amounted  to  approximately  $1,535 for the year ended
December 31, 1996.

3. Trustees' Fees

    All of the Trustees 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  Trustee  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. Shares of Beneficial Interest

    As of  December  31,  1996  there  were an  unlimited  number  of  shares of
beneficial  interest (no par value)  authorized and capital paid-in  amounted to
$28,950,603. Transactions in shares of beneficial interest were as follows:

                                    Year Ended                 Year Ended
                                December 31, 1996           December 31, 1995
                               -------------------         -------------------
                               Shares        Amount       Shares        Amount
                               ------        ------       ------        ------
Shares sold                   1,209,491   $1,721,466     1,300,415   $1,819,736
Shares issued on 
  reinvestment of dividends     605,897      860,888       554,101      779,070
Shares redeemed              (2,749,791)  (3,915,172)   (5,559,992)  (7,769,765)
                             ----------   ----------    ----------   ----------
Net decrease                   (934,403) ($1,332,818)   (3,705,476) ($5,170,959)
                             ==========   ==========    ==========   ==========



                                       9
<PAGE>


FUNDAMENTAL U.S. GOVERNMENT STRATEGIC INCOME FUND

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

5. Complex Services, Off Balance Sheet Risks and Investment Transactions

    Two-Tiered Index Floating Rate Bonds (TTIB):

    The  Fund  invests  in  Two-Tiered  Index  Floating  Rate  Bonds.  The  term
two-tiered  refers to the two coupon levels that the TTIB's coupon can reset to.
The "first  tier" is the  TTIB's  fixed rate  coupon,  effective  as long as the
underlying  index is at or below  the  strike level.  Above  the stike, the TTIB
coupon  resets to a formula  similar  to an  inverse  floating  rate  note.  See
discussion of inverse floating rate notes below. Changes in interest rate on the
underlying  security or index  affect the rate paid on the TTIB,  and the TTIB's
price will be more volatile than that of a fixed-rate bond.

    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 market 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  $7,640,000
(or 58% of net assets) as of December 31, 1996.

    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.  Certain  interest  rate  movements and other market
factors can substantially affect the liquidity of IFRN's.

    Futures Contracts and Options on Futures Contracts:

    The Fund invests in futures  contracts  consisting  primarily of US Treasury
Bond Futures.  A futures contract is an agreement between two parties to buy and
sell a security for a set price on a future date.  Futures  contracts are traded
on designated  "contract  markets"  which through their  clearing  corporations,
guarantee performance of the contracts.  In addition the fund invests in options
on US  Treasury  Bond  Futures  which  gives  the  holder a right to buy or sell
futures  contracts in the future.  Unlike a futures  contract which requires the
parties to the contract to buy and sell a security on a set date, an option on a
futures  contract  entitles its holder to decide before a future date whether to
enter into such a futures contract. Both types of contracts are marked to market
daily and changes in valuation will affect the net asset value of the Fund.

    The Fund's principal  objective in holding or issuing  derivative  financial
instruments is as a hedge against  interest-rate  fluctuations  in its municipal
bond portfolio,  and to enhance its total return. The Fund's principal objective
is to maximize the level of interest income while maintaining  acceptable levels
of interest-rate and liquidity risk. To achieve this objective,  the Fund uses a
combination of derivative  financial  instruments  principally


                                       10

<PAGE>


FUNDAMENTAL U.S. GOVERNMENT STRATEGIC INCOME FUND

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

consisting  of US Treasury Bond Futures and Options on US Treasury Bond Futures.
Typically the Fund sells treasury bond futures contracts or writes treasury bond
option contracts.  These activities create off balance sheet risk since the Fund
may be unable to enter into an  offsetting  position  and under the terms of the
contract deliver the security at a specified time at a specified price. The cost
to the Fund of  acquiring  the  security to deliver may be in excess of recorded
amounts and result in a loss to the Fund.  For the year ended December 31, 1996,
the Fund  had  daily  average  notional  amounts  outstanding  of  approximately
$15,943,000  and  $9,110,000 of short  positions on US Treasury Bond Futures and
Options  Written on US Treasury Bond Futures  respectively.  Realized  gains and
losses  from  these  transactions  are stated  separately  in the  Statement  of
Operations.

    The Fund had the following open futures contracts at December 31, 1996.

                          Principal                    Expiration    Unrealized
         Type              Amount       Position          Month         Gain
         ----             ---------     --------       ----------    ----------
U.S. Treasury Bond .... $13,500,000      Short            3/97        $236,456

    Portfolio  securities  with an aggregate value of  approximately  $1,836,419
have been segregated as initial margin as of December 31, 1996.

    In addition,  the following table summarizes option contracts written by the
Series for the year ended December 31, 1996:

                                  Number of    Premiums               Realized
                                  Contracts    Received     Cost        Loss
                                  ---------    --------     ----       ------
Contracts outstanding
  December 31, 1995                  75         $62,325
Options written                     810         761,447
Contracts closed or expired        (845)       (770,284) $1,105,799  ($335,515)
                                   -----       --------
Contracts outstanding
  December 31, 1996                  40        $ 53,488
                                   =====       ========

    Other Investment Transactions

    For the year ended  December  31, 1996,  the cost of purchases  and proceeds
from sales of investment  securities,  other than short-term  obligations,  were
$2,620,894 and $3,726,943, respectively.

    As of December 31, 1996, net unrealized appreciation of portfolio securities
amounted to  $1,933,395  comprised  entirely  of  unrealized  appreciation.  Net
unrealized  depreciation  of options  written  amounted  to $8,488  composed  of
unrealized appreciation of $9,869 and unrealized depreciation of $1,381.

                                       11

<PAGE>


FUNDAMENTAL U.S. GOVERNMENT STRATEGIC INCOME FUND

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

    The Fund has capital loss  carryforwards  to offset future  capital gains as
follows:
                       Amount       Expiration
                       ------       ----------
                    $14,801,000     12/31/2002
                        637,000     12/31/2004
                    -----------
                    $15,438,000
                    ===========

6. Borrowing

    The  Fund  has  a  line  of  credit   agreement   with  its  custodian  bank
collateralized  by cash and  portfolio  securities  to the extent of the amounts
borrowed.  Borrowings  under this agreement  bear interest  linked to the bank's
prime rate.

    The Series  enters into  reverse  repurchase  agreements  collateralized  by
portfolio  securities  equal  in  value  to  the  repurchase  price.   Portfolio
securities  with an  aggregate  value  of  approximately  $6,968,000  have  been
segregated  as  collateral  for  securities  sold  subject to  repurchase  as of
December 31, 1996.

    The maximum month-end and the average amount of borrowing  outstanding under
these  arrangements  during the year ended December 31, 1996 were  approximately
$7,459,000 and $6,577,000.

7. Regulatory Matters

    Management and the Fund's Trustees are cooperating in an investigation being
conducted by the Securities and Exchange  Commission  ("Commission")  concerning
the Fund, the Fund's Trustees,  the Manager and certain  associated  persons and
affiliated  entities of the  Manager.  Among  other  things,  the  investigation
concerns  the   sufficiency  of  disclosures  set  forth  in  the  Fund's  prior
advertising and prospectus,  the consistency of the Fund's  practices with those
disclosures,  the Fund's  investment in inverse floating rate notes between 1993
and 1994, the method by which the Fund's portfolio  securities were valued,  the
calculation of the Fund's duration,  and the Manager's  designation of brokerage
commissions or fees on portfolio transactions effected on behalf of the Fund and
its  affiliates  in  consideration  of the  receipt of  research  services.  The
Commission's  staff  indicated an intention to recommend to the  Commission  the
commencement  of certain  proceedings  (but not against  the Fund).  All parties
intend to  vigorously  contest  any  charges if the  Commission  authorizes  any
proceedings.

    In addition,  the National Association of Securities Dealers,  Inc. ("NASD")
is conducting an investigation  concerning  alleged violations of the NASD Rules
of Conduct by the Fund's Distributor and certain associated persons. Among other
things, the investigation  concerns  representations made in certain advertising
materials  and sales  literature  for the Fund at various times between 1992 and
1994.The  NASD's staff  indicated an intention to recommend the  commencement of
certain proceedings (but not against the Fund). All parties intend to vigorously
contest any charges if the NASD authorizes any proceedings.


                                       12


<PAGE>


FUNDAMENTAL U.S. GOVERNMENT STRATEGIC INCOME FUND

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 1996
- --------------------------------------------------------------------------------
8. Selected Financial Information

<TABLE>
<CAPTION>
<S>                                            <C>         <C>         <C>         <C>          <C>   
                                               Year        Year        Year        Year       February 18,
                                              Ended       Ended        Ended       Ended        1992* to
                                          December 31, December 31, December 31, December 31, December 31,
                                               1996       1995         1994        1993          1992
                                               ----       ----         ----        ----          ----
Per share operating performance
(for a share outstanding throughout
   the period)
Net asset value, beginning of period .......  $ 1.49       $ 1.37      $ 2.01      $ 2.02       $ 2.00
                                              ------       ------      ------      ------       ------
Income from investment operations
Net investment income ......................    0.13         0.08        0.14        0.16         0.15
Net realized and unrealized gain/
  (loss) on investments ....................   (0.06)        0.12       (0.64)        -           0.02
                                              ------       ------      ------      ------       ------
       Total from investment operations ....    0.07         0.20       (0.50)       0.16         0.17
                                              ------       ------      ------      ------       ------
Less distributions
Dividends from net investment income .......   (0.13)       (0.08)      (0.14)      (0.16)       (0.15)         
Dividends from net realized gains ..........     -            -           -         (0.01)         -
                                              ------       ------      ------      ------       ------
Net asset value, end of period .............  $ 1.43       $ 1.49      $ 1.37      $ 2.01       $ 2.02
                                              ======       ======      ======      ======       ======
Total return ...............................    5.02%       15.43%     (25.57%)      8.14%       10.76%**
Ratios/supplemental data:
Net assets, end of period (000 omitted) ....  13,224       15,194      19,020      63,182       40,500
                                              ------       ------      ------      ------       ------
Ratios to average net assets
Interest expense ...........................    0.12%        0.20%       0.12%       0.05%        0.09%
Operating expenses .........................    3.41%        3.05%       2.16%       1.39%        0.96%
                                              ------       ------      ------      ------       ------
Total expenses+ ............................    3.53%        3.25%       2.28%       1.44%        1.05%**
                                              ======       ======      ======      ======       ======
Net investment income+ .....................    9.01%        5.91%       8.94%       7.85%        8.50%**
Portfolio turnover rate ....................   12.65%      114.36%      60.66%      90.59%      115.39%

Borrowings
Amount outstanding at end of period
  (000 omitted) ............................  $6,610      $ 7,481     $ 9,674     $31,072      $19,666
Average amount of debt outstanding
  during the period (000 omitted) ..........  $6,577      $ 7,790     $16,592     $28,756      $13,779
Average number of shares outstanding
  during the period (000 omitted) ..........   9,764       11,571      21,436      28,922       12,683
Average amount of debt per share 
  during the period ........................  $  .67      $   .67     $   .77     $   .99      $  1.09

</TABLE>
 *Commencement of operations.

**Annualized

 +These ratios are after expense  reimbursement of 2.02%,  1.0% and .13% for the
years ended December 31, 1996,  1995 and 1993,  respectively,  and 1.05% for the
period February 18, 1992 to December 31, 1992.


                                       13
<PAGE>



                          INDEPENDENT AUDITOR'S REPORT

The Board of Trustees and Shareholders
Fundamental U.S. Government Strategic Income Fund

    We have  audited  the  accompanying  statement  of  assets  and  liabilities
including the statement of investments and statement of options written,  of the
Fundamental  U.S.  Government   Strategic  Income  Fund  Series  of  Fundamental
Fixed-lncome  Fund as of  December  31,  1996  and  the  related  statements  of
operations and cash flows for the year then ended,  and the statement of changes
in net assets for the two years then ended and  selected  financial  information
for the four years then ended and the period  from  February  18,  1992 (date of
inception)  to December  31,  1992.  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 the Fundamental U.S. Government Strategic Income Fund of Fundamental
Fixed-lncome  Fund as of  December  31,  1996,  the  results of its  operations,
changes in its net assets,  cash flows, and selected  financial  information for
the  periods  indicated,   in  conformity  with  generally  accepted  accounting
principles.

    As  discussed  in Note 5 the Fund  owns  100% of  certain  securities  as of
December 31, 1996.


                                                          S I G N A T U R E

New York, New York
February 21, 1997



                                       14
<PAGE>


                                   FUNDAMENTAL
                                 U.S. GOVERNMENT
                              STRATEGIC INCOME FUND
                              90 Washington Street
                                New York NY 10006
                                 1-800-322-6864

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

                                 Legal Counsel
                            Kramer, Levin, Naftails,
                            Nessen, Kamin & Frankel
                                919 Third Avenue
                            New York, New York 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.

(right column)

      Annual Report
   December 31, 1996





      FUNDAMENTAL
logo  U.S. GOVERNMENT
      STRATEGIC INCOME FUND


        logo FUNDAMENTAL
             Fundamental Family of Funds



<PAGE>

(left column)

FUNDAMENTAL FIXED-INCOME FUND
TAX-FREE MONEY MARKET SERIES

STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996
- --------------------------------------------------------------------------------
ASSETS
  Investment in securities at value
    (cost $5,052,321) .............................................. $5,052,321
  Receivables:
    Interest .......................................................     28,905
                                                                     ----------
        Total assets ...............................................  5,081,226
                                                                     ----------

LIABILITIES
  Payables:
    Bank overdraft payable .........................................    218,168
    Dividends ......................................................    108,593
  Accrued expenses .................................................    133,701
                                                                     ----------
        Total liabilities ..........................................    460,462
                                                                     ----------

NET ASSETS equivalent to $1.00 per share on
  4,629,652 shares of beneficial interest
  outstanding (Note 4) ............................................. $4,620,764
                                                                     ==========


(right column)

STATEMENT OF OPERATIONS
Year Ended December 31, 1996
- --------------------------------------------------------------------------------
INVESTMENT INCOME
  Interest income ............................                       $1,877,969

EXPENSES (Notes 2 and 3)
  Investment advisory fees ................... $282,772
  Custodian and accounting fees ..............   81,582
  Transfer agent fees ........................   63,391
  Trustees' fees .............................   38,132
  Professional fees ..........................   31,518
  Distribution fees ..........................  282,772
  Postage and printing .......................   14,185
  Other ......................................      382
                                               --------
                                                794,734
  Less: Expenses offset (Note 6) .............  (78,000)
                                               --------
         Total expenses ......................                          716,734
                                                                     ----------

NET INCREASE IN NET ASSETS FROM
  OPERATIONS .................................                       $1,161,235
                                                                     ==========



(bottom column)

STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Year Ended      Year Ended
                                                                 December 31,    December 31,
                                                                     1996            1995
                                                                 ------------     -----------
<S>                                                              <C>              <C>        
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS
  Net investment income ........................................ $ 1,161,235      $ 1,078,563
                                                                 -----------      -----------
        Net increase in net assets from operations .............   1,161,235        1,078,563

DIVIDENDS PAID TO SHAREHOLDERS FROM
  Investment income ............................................  (1,161,235)      (1,078,563)

CAPITAL SHARE TRANSACTIONS (Note 4) ............................  (6,629,783)       2,246,999
                                                                 -----------      -----------
        Total (decrease) increase ..............................  (6,629,783)       2,246,999

NET ASSETS:
  Beginning of year ............................................  11,250,547        9,003,548
                                                                 -----------      -----------
  End of year .................................................. $ 4,620,764      $11,250,547
                                                                 ===========      ===========
</TABLE>

                       See Notes to Financial Statements.


                                       1
<PAGE>

<TABLE>
<CAPTION>
Principal
  Amount                                       Issue(degree)                                               Value
- ---------                                      -------------                                               -----
<C>                                    <C>                                                               <C>       
$200,000    Alameda County, CA, TRANS, 4.50%, 6/30/97 .................................................  $  200,521
 235,000    Austin, TX, Electric Light & Power, Waterworks & Sewer, ETM, 3.00%, 10/1/97 ...............     233,402
 100,000    Burke County, GA, Development Authority, Georgia Power Company, Vogtle
              Project, VRDN*, 5.00%, 9/1/26 ...........................................................     100,000
  87,000    Clermont County, OH, HFR Mercy Health Care Project, MBIA Insured, VRDN*,
              4.20%,12/1/15 ...........................................................................      87,000
 200,000    Columbia AL, IDB, PCR Alabama Power Company Project, VRDN*, 4.90%,
              10/1/22 .................................................................................     200,000
  80,000    Cuyahoga County, OH, IDR, S & R Playhouse Realty, VRDN*, LOC Wells Fargo
              Bank, 3.75%, 12/1/09 ....................................................................      80,000
 200,000    Delaware County, PA, SWDF, Scott Paper Project, Kimberly-Clark Corp
              Guaranty, VRDN*, 4.05%, 12/1/18 .........................................................     200,000
 200,000    Detroit, Ml, City School District, State School Aid Notes 4.50%, 5/1/97 ...................     200,350
 200,000    District of Columbia, General Recovery Fund, LOC Westduetsche Landesbank,
              VRDN*, 5.10%, 6/1/03 ....................................................................     200,000
 200,000    Fulton County, GA, PCR, General Motors Project, VRDN*, 4.30%, 4/1/10 ......................     200,000
 125,000    Genesee County, NY, IDR, Orson Industries, AMT, LOC Fleet Bank, VRDN*,
              4.25%,12/1/98 ...........................................................................     125,000
 300,000    Illinois Educational Facility Authority, RB, Art Institute of Chicago, Northern Trust
              Liquidity, VRDN*, 4.25%, 3/1/27 .........................................................     300,000
 300,000    Illinois HFAR, Franciscan Sisters Project, LOC Toronto Dominion Bank, VRDN*,
              4.15%, 9/1/15 ...........................................................................     300,000
 200,000    Illinois HFAR, West Suburban Hospital Medical Center, LOC First Chicago Bank,
              VRDN*, 4.20%, 7/1/05 ....................................................................     200,000
 300,000    Los Angeles, CA, Regional Airports Improvement Corp, LOC Societe Generale,
              VRDN*, 4.95%, 12/1/25 ...................................................................     300,000
 200,000    McIntosh, AL, PCR, Ciba Geigy Project, LOC Swiss Bank Corp. VRDN*, 4.15%,
              12/1/03 .................................................................................     200,000
 200,000    Midland County, Ml, Economic Development Corp, Dow Chemical Project, AMT,
              VRDN*, 5.30%, 12/1/23 ...................................................................     200,000
 200,000    Missouri, Third Street Building Project, SPA First Chicago, VRDN*, 4.50%,
              8/1/99 ..................................................................................     200,000
 300,000    Missouri, PCR, Monsanto Project, VRDN*, 4.15%, 2/1/09 .....................................     300,000
 300,000    Montgomery, AL, Baptist Medical Center, Special Care Facilities Financing
              Authority, AMBAC Insured, VRDN*, 4.00%, 12/1/3 ..........................................     300,000
 200,000    Nebraska Higher Education Loan Program, SPA, SLMA, MBIA Insured, VRDN*,
              4.15%, 12/1/15 ..........................................................................     200,000
 200,000    New York City, NY, GO, LOC Chemical Bank, VRDN*, 5.00%, 8/1/23 ............................     200,000
</TABLE>

                                       2

<PAGE>

<TABLE>
<CAPTION>
Principal
  Amount                                       Issue(degree)                                               Value
- ---------                                      -------------                                               -----
<C>                                    <C>                                                               <C>       
$125,000    Scioto County, OH, HFR, VHA Central Capital Project, AMBAC Insured, VRDN*,
              3.90%, 12/1/25 ..........................................................................  $  125,000
200,000     Texas State, TRANS, 4.75%, 8/29/97 ........................................................     201,048
200,000     Wake County, NC, PCR, Carolina Power & Light Project, LOC Sumitomo Bank,
              VRDN*, 4.20%, 10/1/15 ...................................................................     200,000
                                                                                      
            Total Investments (Cost $5,052,321)** .....................................................  $5,052,321
                                                                                                         ==========

<FN>

 *Variable Rate Demand Notes (VRDN) are instruments  whose interest rate changes
  on a  specific  date  and/or  whose  interest  rates  vary with  changes  in a
  designated base rate.
**Cost is the same for Federal income tax purposes.
</FN>
</TABLE>

Legend
(degree)Issue     AMBAC    American Municipal Bond Assurance Corporation
                  AMT      Alternative Minimum Tax
                  GO       General Obligation
                  ETM      Escrowed to Maturity
                  HFAR     Health Facilities Authority Revenue
                  HFR      Hospital Facilities Revenue
                  IDB      Industrial Development Board
                  IDR      Industrial Development Revenue
                  LOC      Letter of Credit
                  MBIA     Municipal Bond Insurance Assurance Corporation
                  PCR      Pollution Control Revenue
                  RB       Revenue Bond
                  SLMA     Student Loan Marketing Association
                  SPA      Stand By Bond Purchase Agreement
                  SWDF     Solid Waste Disposal Facility
                  TRANS    Tax Revenue Anticipation Notes

                       See Notes to Financial Statements.

                                       3

<PAGE>

FUNDAMENTAL FIXED-INCOME FUND
TAX-FREE MONEY MARKET SERIES

NOTES TO FINANCIAL STATEMENTS
December 31, 1996
- --------------------------------------------------------------------------------

1. Significant Accounting Policies

    Fundamental   Fixed-Income  Fund  (the  Fund)  is  an  open-end   management
investment company registered under the Investment Company Act of 1940. The Fund
acts as a series company currently issuing three classes of shares of beneficial
interest, the Tax-Free Money Market Series, the High-Yield Municipal Bond Series
and the U.S.  Government  Strategic  Income  Fund.  Each series is  considered a
separate entity for financial reporting and tax purposes.  The Fund's investment
objective  is to provide as high a level of current  income  exempt from federal
income tax as is consistent with the  preservaton of capital and liquidity.  The
following  is a summary  of  significant  accounting  policies  followed  in the
preparation of the Series' financial statements:

    Valuation of Securities:

      Investments are stated at amortized cost.  Under this valuation  method, a
      portfolio  instrument  is valued at cost and any  premium or  discount  is
      amortized  on  a  constant  basis  to  the  maturity  of  the  instrument.
      Amortization  of premium is charged  to income,  and  accretion  of market
      discount is credited to unrealized  gains.  The maturity of investments is
      deemed to be the longer of the period required before the Fund is entitled
      to receive payment of the principal  amount or the period  remaining until
      the next interest adjustment.

    Federal Income Taxes:

      It is the Series' 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 Series  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 are made annually, as declared by the Fund's Board of
      Trustees.   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.  Realized  gains and losses  from the sale of
      securities are recorded on an identified cost basis.

    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.

2. Investment Advisory Fees and Other Transactions with Affiliates

    The Fund has a Management  Agreement with  Fundamental  Portfolio  Advisors,
Inc. (the Manager).  Pursuant to the agreement, the Manager serves as investment
adviser to the Tax-Free Money Market Series and is  responsible  for the overall
management  of the  business  affairs  and assets of the  Series  subject to the
authority  of

                                       4

<PAGE>

FUNDAMENTAL FIXED-INCOME FUND
TAX-FREE MONEY MARKET SERIES

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 1996
- --------------------------------------------------------------------------------
 
the Fund's Board of Trustees.  In compensation for the services  provided by the
Manager the Series will pay an annual  management fee in an amount equal to 0.5%
of the Series'  average  daily net assets up to $100 million and  decreasing  by
 .02% for each $100 million  increase in net assets down to 0.4% of net assets in
excess of $500 million.

    The Manager and the Fund's  Trustees  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.

    The  Fund  has  adopted  a Plan of  Distribution,  pursuant  to  Rule  12b-1
promulgated  under the  Investment  Company Act of 1940,  under which the Series
pays to Fundamental  Service  Corporation  (FSC), an affiliate of the Manager, a
fee,  which is accrued daily and paid monthly,  at an annual rate of 0.5% of the
Series' average daily net assets. The amounts paid under the plan compensate FSC
for the  services it provides  and the  expenses  it bears in  distributing  the
Series' shares to investors.  Distribution  fees for the year ended December 31,
1996 are set forth in the Statement of Operations.

    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. Trustees' Fees

    All of the Trustees 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  Trustee  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. Shares of Beneficial Interest

    As of  December  31,  1996  there  were an  unlimited  number  of  shares of
beneficial  interest (no par value)  authorized  and capital paid in amounted to
$4,629,652.  Transactions  in shares of  beneficial  interest,  all at $1.00 per
share were as follows:
 
                                                Year ended        Year ended
                                                December 31,      December 31,
                                                    1996              1995
                                               --------------    --------------
Shares sold .................................. $3,547,580,681    $3,142,235,917
Shares issued on reinvestment of dividends ...      1,042,865         1,075,300
Shares redeemed .............................. (3,555,253,329)   (3,141,064,218)
                                               --------------    --------------
Net (decrease) increase ...................... $   (6,629,783)   $    2,246,999
                                               ==============    ==============

5. Line of Credit

    The  Fund  has  a  line  of  credit   agreement   with  its  custodian  bank
collateralized by cash and portfolio  securities for $500,000.  Borrowings under
this  agreement  bear  interest  linked to the  bank's  prime  rate.  Borrowings
outstanding at December 31, 1996 amounted to $218,168.

                                       5
<PAGE>

FUNDAMENTAL FIXED-INCOME FUND
TAX-FREE MONEY MARKET SERIES

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

6. Expense Offset Arrangement

    The Fund has an  arrangement  with its custodian  whereby  credits earned on
cash balances  maintained at the custodian are used to offset  custody  charges.
These credits amounted to approximately  $78,000 for the year ended 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 DATA AND RATIOS
  (for a share outstanding throughout the period)
Net Asset Value, Beginning of Year .................................  $1.00     $1.00    $1.00      $1.00      $1.00 
                                                                      ------    ------   ------     ------     ------

Income from investment operations:
Net investment income ..............................................   0.023     0.026    0.017     0.014      0.028
                                                                      ------    ------   ------     ------     ------

Less Distributions:
Dividends from net investment income ...............................  (0.023)   (0.026)  (0.017)   (0.014)    (0.028)
                                                                      ------    ------   ------     ------     ------
Net Asset Value, End of Period .....................................  $1.00     $1.00    $1.00     $1.00      $1.00
                                                                      ======    ======   ======     ======     ======
Total Return .......................................................   2.28%     2.60%    1.69%     1.62%      2.79%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Year (000 omitted) ..............................   4,621    11,251    9,004     5,830     32,488
Ratios to Average Net Assets
  Expenses .........................................................   1.54%++   1.53%++   0.91%+    .95%+      .42%+
  Net investment income ............................................   2.04%     2.43%     1.55%     1.25%     2.76%

BANK LOANS
Amount outstanding at end of period
  (000 omitted) .................................................... $   218   $     -   $   451  $    290   $    20
Average amount of bank loans outstanding during the period
  (000 omitted) .................................................... $     -   $    41   $    53  $    111   $    69
Average number of shares outstanding during the period
  (000 omitted) ....................................................  56,876    44,432    56,267    25,786     7,980
Average amount of debt per share during the period ................. $     -   $  .001   $  .001   $  .004   $  .009

<FN>
 +These ratios are after expense reimbursement of .44%, .67% and 1.66%, for each
  of the years ended December 31, 1994, 1993 and 1992, respectively.
++These ratios  would  have been 1.40% and 1.26% net of expense  offsets of .14% 
  and .18% for the years ended December 1996 and 1995 respectively.
</FN>
</TABLE>

                                       6

<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

The Board of Trustees and Shareholders
Tax-Free Money Market Series of
Fundamental Fixed-lncome Fund

    We have  audited  the  accompanying  statement  of assets  and  liabilities,
including the statement of  investments,  of the Tax-Free Money Market Series of
Fundamental  Fixed-lncome Fund as of December 31, 1996 and the related statement
of  operations  for the year then ended,  the statement of changes in net assets
for each of the two years in the period then ended,  and the 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.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presenation.  We believe  that our  audits  provide a  reasonable  basis for our
opinion.

    In our opinion,  the financial statement and selected financial  information
referred to above  present  fairly,  in all  material  respects,  the  financial
position of the Tax-Free Money Market Series of Fundamental Fixed-Income Fund as
of December 31, 1996, and the results of its operations,  changes in net assets,
and selected financial information for the periods indicated, in conformity with
generally accepted accounting principles.

                                                                       SIGNATURE

New York, New York
February 21, 1997

                                       7

<PAGE>


(right column)

                                  Annual Report
                                December 31, 1996
                                   (Unaudited)

 
                                  FUNDAMENTAL
                                FIXED-INCOME FUND

                                    Tax-Free
                               Money Market Series


                                  FUNDAMENTAL
                          Fundamental Family of Funds




(left column)

                          FUNDAMENTAL FIXED-INCOME FUND
                              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>

Dear Fellow Shareholder:

The Net Asset  Value of  Fundamental's  High Yield Muni Fund ended 1996 at $6.86
per share,  with a 4.05% total return.  This placed the Fund well within the top
one-third of all high yield municipal funds as measured by Morningstar Inc.

1996 was a see-saw  year for the bond  market.  Bond  prices  were at a peak and
interest  rates were at a low early in the year amidst high hopes for a balanced
budget agreement between the Clinton Administration and Congress.  Additionally,
sluggish  growth and low inflation  caused the Federal Reserve to lower interest
rates in January.

But as the  election  season  got into full  swing,  a budget  agreement  became
elusive,  and economic  activity gained  momentum.  Bond prices fell sharply and
interest  rates rose into early  summer,  but high  yielding  instruments  fared
better than Treasuries and other high quality  instruments because risk premiums
narrowed as economic activity  strengthened.  Those issues that are sensitive to
improving  economic  conditions  benefited and our holdings of such bonds helped
cushion the blow from an uptick in the general level of interest rates.

By mid-summer it became evident that economic  growth was  moderating.  And with
inflation  remaining  subdued,  the general  tone of the bond  market  improved,
further bolstering the Fund's  performance.  This lasted until December when the
bond market again became  jittery  over a pick up in economic  activity.  So the
year ended on a moderately sour note.

Nevertheless, 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
continued  moderate growth and low inflation should favorably affect the overall
bond market in 1997.

In the coming year our goal is to continue to search for special situations that
will be favorably affected by noninflationary  economic growth. We thank you for
your continued  support,  and we are looking forward to continue  serving you in
the future.



Sincerely,

Dr. Vincent J. Malanga
President

<PAGE>

(Chart Material)

                          Fundamental Fixed Income Fund
                        High Yield Municipal Bond Series

- ----------------------------------------------------------
          FFIF High Yield Municipal Bond Series
          Avg Annual Total Return Thru 12/31/96
- ----------------------------------------------------------
   1 Year       5 Year        Since Inception (10/1/87)
   4.05%        4.93%                  2.89%
- ----------------------------------------------------------

$25,000

$20,000

$15,000

$10,000

$5,000

Lehman Bros
Index $21,791

Consumer Price
Index $13,822

FFIF High Yield
Series $13,014

9/30/87

12/31/87

12/31/88

12/31/89

12/31/90

12/31/91

12/31/92

12/31/93

12/31/94

12/31/95

12/31/96

Past performance is not predictive of future performance.

The above illustration compares a $10,000 investment made in the Fund on 10/1/87
(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
9/30/87 is used as the  beginning  value on 10/1/87.  All  dividends and capital
gain distributions are reinvested.

The  Fund  invests  primarily  in  lower  grade  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 the Fund's
performance,  including expense reimbursements,  if applicable,  is contained in
the Fund's Prospectus and elsewhere in this report.

Lehman Index Source:Lehman Brothers.

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



                                       2
<PAGE>

(left column)

FUNDAMENTAL FIXED-INCOME FUND
HIGH-YIELD MUNICIPAL BOND SERIES

STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996
- --------------------------------------------------------------------------------
ASSETS
  Investment in securities at value (Note 5)
    (cost $2,064,319) .....................................          $1,990,274
  Interest receivable .....................................              39,603
  Receivable for investment securities sold ...............             105,225
                                                                     ----------
               Total assets ...............................           2,135,102
                                                                     ----------

LIABILITIES
  Bank overdraft payable ..................................             227,851
  Dividend payable ........................................               9,101
  Accrued expenses ........................................              39,938
                                                                     ----------
               Total liabilities ..........................             276,890
                                                                     ----------

NET ASSETS consisting of:
  Accumulated net realized
    loss .....................................    $(176,605)
  Unrealized depreciation
    of securities ............................      (74,045)
  Paid-in-capital applicable to
    270,819 shares of
    beneficial interest
    (Note 4) .................................    2,108,862
                                                  ---------
                                                                     $1,858,212
                                                                     ==========
NET ASSET VALUE PER SHARE .................................          $    66.86
                                                                     ==========


(right columnn)

STATEMENT OF OPERATIONS
Year Ended December 31, 1996
- --------------------------------------------------------------------------------
INVESTMENT INCOME
  Interest income ...............................                      $148,214
EXPENSES (Notes 2 and 3)
  Investment advisory fees ......................  $ 12,656
  Custodian and accounting fees .................    29,656
  Transfer agent fees ...........................     6,956
  Trustee fees ..................................       534
  Distribution fees .............................     7,910
  Professional fees .............................    36,000
  Postage and printing ..........................    12,474
  Registration fees .............................     1,643
  Other .........................................     4,483
                                                    112,312
  Less: Expenses waived or reimbursed
     by the manager and affiliates ..............   (72,768)
             Total expenses .....................                        39,544
             Net investment income ..............                       108,670
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
  Net realized gain on investments ..............    22,294
  Change in unrealized depreciation of
    investments for the year ....................   (22,733)
             Net loss on investments ............                          (439)
NET INCREASE IN NET ASSETS FROM
  OPERATIONS ....................................                      $108,231 

(center column)

STATEMENTS OF CHANGES IN NET ASSETS
Years Ended December 31, 1996 and 1995
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS FROM:                  1996            1995
OPERATIONS                                            ----------     ----------
  Net investment income ............................  $  108,670     $   61,591
  Net realized gain (loss) on investments ..........      22,294        (39,968)
  Unrealized (depreciation) appreciation of 
    investments for the year .......................     (22,733)       253,452
                                                      ----------     ----------
        Net increase in net assets from operations .     108,231        275,075

DIVIDENDS PAID TO SHAREHOLDERS FROM
  Net investment income ............................    (108,670)       (61,591)
CAPITAL SHARE TRANSACTIONS (Note 4) ................     401,216        264,793
                                                      ----------     ----------
        Total increase .............................     400,777        478,277

NET ASSETS:
  Beginning of year ................................   1,457,435        979,158
                                                      ----------     ----------
  End of year ......................................  $1,858,212     $1,457,435
                                                      ==========     ==========



                       See Notes to Financial Statements.

                                       3
<PAGE>

FUNDAMENTAL FIXED-INCOME FUND
HIGH-YIELD MUNICIPAL BOND SERIES

STATEMENT OF INVESTMENTS
December 31, 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
 Amount                                        Issue(degree)                                                    Value
 ------                                        -------------                                                    -----
<S>          <C>                                                                                              <C>
$ 40,000     Allegheny County, PA, IDA, AFR, USAir Inc., 8.88%, 3/1/21 ....................................  $   42,044
  40,000     Brookhaven, NY, IDA, CFR, Dowling College, 6.75%, 3/1/23 .....................................      41,753
  95,000     California Health Facilities Authority, Valley Presbyterian Hospital Project, RB, Series A, 
               9.00%, 5/1/12 ..............................................................................      96,383
  35,000     Cass County, MO, IDA, 7.38%, 10/1/22 .........................................................      36,935
 250,000     Colorado Health Facilities Authority, RHR, Liberty Heights Project, ETM, CAB, 7/15/24 ........      38,705
 100,000     Corona, CA, COP, Vista Hospital Systems Inc. 8.38%, 7/1/11 ...................................     102,451
 100,000     Dekalb County, GA, Housing Authority, Multi Family Housing, RB, Regency Woods 
               Project, Junior Subordinate Lein, 10.00%, 1/1/26 ...........................................      97,515
  45,000     Escambia, FL, Housing Corporation, Wellington Arms Project, Series B, 9.00%, 9/1/16 ..........      39,519
  75,000     Florence County, SC, IDA, RB, Stone Container Corporation, 7.38%, 2/1/07 .....................      79,192
 500,000     Foothill / Eastern TCA, Toll Road Revenue, CAB, 1/1/26 .......................................      80,455
  75,000     Hildago County, TX, Health Services, Mission Hospital Inc Project, 6.88%, 8/15/26 ............      76,740
  50,000(dd)Illinois Development Financial Authority, Solid Waste Disposal, RB, Ford Heights Waste 
              Tire Project, 7.88%, 4/1/11 .................................................................      19,163
  45,000     Illinois Health Facilities Authority, Midwest Physician Group Ltd Project, RB, 8.13%, 
               11/15/19 ...................................................................................      47,203
  35,000     Indianapolis, IN, RB, Robin Run Village Project, 7.63%, 10/1/22 ..............................      37,949
  50,000     Joplin, MO, IDA, Hospital Facilities Revenue, Tri State Osteopathic, 8.25%, 12/15/14 .........      52,497
  50,000     Los Angeles, CA, Regional Airport, Continental Airlines, AMT, 9.25%, 8/1/24 ..................      55,527
 630,000     Marengo County, AL, Port Authority Facilities, RB, CAB, Series A, 3/1/19 .....................     134,467
  75,000     Maryland Economic Development Corporation, Nursing Facilities Mortgage RB, 
               Ravenwood Healthcare, Series A, 8.38%, 8/1/26 ..............................................      73,624
  90,000     Montgomery County, TX, Health Facilities Development Corp., The Woodlands Medical 
               Center, 8.85%, 8/15/14 .....................................................................      97,078
 100,000(d) Niagara Falls, NY, URA, Old Falls Street Improvement Project, 11.00%, 5/1/09 ..................      49,336
  50,000    Northeast, TX, Hospital Authority Revenue, Northeast Medical Center, 7.25%, 7/1/22 ............      52,533
  75,000    Perdido, FL, Housing Corporation, RB, Series B. 9.25%, 11/1/16 ................................      75,050
  30,000    Philadelphia, PA, HEHA, Graduate Health Systems Project, 7.25%, 7/1/18 ........................      30,925
  60,000    Port Chester, NY, IDA, Nadal Industries Inc Project, 7.00%, 2/1/16 ............................      59,558
  75,000    San Antonio, TX, HFC, Multi Family Housing, RB, Agape Metro Housing Project, Series A, 
              8.63%, 12/1/26 ..............................................................................      74,910
  75,000    San Bernardino, CA, San Bernardino Community Hospital, RB, 7.88%, 12/1/19 .....................      76,331
 100,000    San Bernardino County, CA, COP, Series PA-38, MBIA Insured IFRN*, 9.66%, 7/1/16, Rule 144A
              Security (restricted as to resale except to qualified institutions) .........................      96,028
  40,000    San Joaquin Hills, CA, TCA, Toll Road Revenue, 7.00%, 1/1/30 ..................................      42,866
  60,000    San Jose, CA, Redevelopment Agency, Tax Allocation Bonds, IFRN*, MBIA insured, 
              5.72%, 8/1/16, Rule 144A Security (restricted as to resale except to qualified institutions).      49,886
 150,000    Savannah, GA Economic Development Authority Revenue, ETM, CAB, 12/1/21 ........................      27,939

</TABLE>

                                       4
<PAGE>

FUNDAMENTAL FIXED-INCOME FUND
HIGH-YIELD MUNICIPAL BOND SERIES

STATEMENT OF INVESTMENTS
December 31, 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
 Amount                                        Issue(degree)                                                    Value
 ------                                        -------------                                                    -----
<S>          <C>                                                                                              <C>
$ 45,000     Schuylkill County, PA, IDA Resouce Recovery, Schuylkill Energy Res Inc. AMT, 6.50%, 
               1/1/10 .....................................................................................  $   43,211
  15,000(D) Troy, NY, IDA, Hudson River Project, 11.00%, 12/1/14 ..........................................       6,150
  75,000(DD)Villages at Castle Rock, CO, Metropolitan District #4, 8.50%, 6/1/31 ..........................      30,811
  25,000    Wayne Ml, AFR, Northwest Airlines Inc. 6.75%, 12/1/15 .........................................      25,540
                                                                                                             ----------
            Total Investments (Cost $2,064,319**) .........................................................  $1,990,274
                                                                                                             ==========

</TABLE>




   *Cost is approximately the same for income tax purposes.
  **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.
 (d)The  value of this  non-income  producing  security  has been  estimated  by
    persons  designated  by the  Fund's  Board of  Trustees  using  methods  the
    Trustees believe reflect fair value. See note 5 to the financial statements.
(dd)Non-income producing security.

Legend

(degree)Issue     AFR Airport Facilities Revenue
         AMT      Subject to Alternative Minimum Tax
         CAB      Capital Appreciation Bond
         COP      Certificate of Participation
         CFR      Civic Facility Revenue
         ETM      Escrowed to Maturity
         HEHA     Higher Education and Health Authority
         IDA      Industrial Development Authority
         MBIA     Municipal Bond Insurance Assurance Corporation
         RB       Revenue Bond
         TCA      Transportation Corridor Agency
         URA      Urban Renewal Agency



                       See Notes to Financial Statements.


                                       5
<PAGE>

FUNDAMENTAL FIXED-INCOME FUND
HIGH-YIELD MUNICIPAL BOND SERIES

NOTES TO FINANVIAL STATEMENTS
December 31, 1996
- --------------------------------------------------------------------------------

1. Significant Accounting Policies

    Fundamental   Fixed-Income  Fund  (the  Fund)  is  an  open-end   management
investment company registered under the Investment Company Act of 1940. The Fund
operates  as a series  company  currently  issuing  three  classes  of shares of
beneficial interest,  the Tax-Free Money Market Series, the High-Yield Municipal
Bond Series and the U.S.  Government  Strategic  Income Fund (the Series).  Each
series is considered a separate entity for financial reporting and tax purposes.
The Series seeks to provide a high level of current  income  exempt from federal
income tax through  investment in a portfolio of lower quality  municipal bonds,
generally  referred to as "junk bonds." These bonds are  considered  speculative
because they involve greater price  volatility and risk than higher rated bonds.
The following is a summary of significant  accounting  policies  followed in the
preparation of the Series' 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 trustees,  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.  Securities  not  priced in a
manner described above and other assets are valued by persons  designated by the
Fund's  trustees using methods which the trustees  believe  accurately  reflects
fair value.

Federal Income Taxes:  It is the Series' 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 Series  declares  dividends  daily  from its net  investment
income  and  pays  such  dividends  on the  last  business  day of  each  month.
Distributions of net capital gain, if any,  realized on sales of investments are
anticipated  to be made before the close of the Series' fiscal year, as declared
by the Board of Trustees. 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.  Realized  gain and loss from the sale of
securities are recorded on an identified  cost basis.  Original issue  discounts
and premiums are amortized over the life of the respective securities.  Premiums
are amortized and charged  against  interest income and original issue discounts
are accreted to interest income.



                                       6
<PAGE>


FUNDAMENTAL FIXED-INCOME FUND
HIGH-YIELD MUNICIPAL BOND SERIES

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

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.

2. Investment Advisory Fees and Other Transactions with Affiliates

    The Fund has a Management  Agreement with  Fundamental  Portfolio  Advisors,
Inc. (the Manager).  Pursuant to the agreement, the Manager serves as investment
adviser to the  High-Yield  Municipal  Bond  Series and is  responsible  for the
overall  management of the business  affairs and assets of the Series subject to
the authority of the Funds' Board of Trustees.  In compensation for the services
provided  by the  Manager,  the Series will pay an annual  management  fee in an
amount equal to 0.8% of the Series'  average daily net assets up to $100 million
and decreasing by .02% for each $100 million increase in net assets down to 0.7%
of net assets in excess of $500 million. The Manager voluntarily waived fees and
reimbursed expenses of $64,859 for the year ended December 31, 1996.

    The Manager and the Fund's  Trustees  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.

    The  Fund  has  adopted  a Plan of  Distribution,  pursuant  to  Rule  12b-1
promulgated  under the  Investment  Company Act of 1940,  under which the Series
pays to Fundamental  Service  Corporation  (FSC), an affiliate of the Manager, a
fee,  which is accrued daily and paid monthly,  at an annual rate of 0.5% of the
Series' average daily net assets.  Amounts paid under the plan are to compensate
FSC for the services it provides and the expenses it bears in  distributing  the
Series' shares to investors. FSC has waived all fees in the amount of $7,909 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 are set forth in the Statement of Operations.

3. Trustees' Fees

    All of the Trustees 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  Trustee  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. Shares of Beneficial Interest

    As of  December  31,  1996,  there  were an  unlimited  number  of shares of
beneficial  interest (no par value)  authorized  and capital paid in amounted to
$2,108,862. Transactions in shares of beneficial interest were as follows:



                                       7
<PAGE>

FUNDAMENTAL FIXED-INCOME FUND
HIGH-YIELD MUNICIPAL BOND SERIES

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

                                     Year Ended                Year Ended
                                  December 31, 1996        December 31, 1995
                                  ------------------       ------------------
                                  Shares      Amount       Shares      Amount
                                  ------      ------       ------      ------
Shares sold ................... 1,912,593  $12,834,095     137,251    $921,557
Shares issued on reinvestment 
  of dividends ................    11,925       80,347       8,305      54,195
Shares redeemed ...............(1,859,933) (12,513,226)   (104,760)   (710,959)
                                ---------  -----------     -------    --------
    Net increase ..............    64,585  $   401,216      40,796    $264,793
                                =========  ===========     =======    ========

5. Investment Transactions

    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.  Certain  interest  rate  movements and other market
factors can substantially affect the liquidity of IFRN's.

    The Fund  invests in lower rated or unrated  ("junk")  securities  which are
more likely to react to developments  affecting market risk and credit risk than
would  higher  rated   securities   which  react   primarily  to  interest  rate
fluctuations.  The Fund held  securities  in default with an aggregate  value of
$105,460  at  December  31,  1996  (5.7% of net  assets).  As  indicated  in the
Statement of Investments, the Troy, NY Industrial Revenue Bond, 11% due December
1, 2014 with a par value of $15,000 and a value of $6,150 at  December  31, 1996
has been  estimated  in good  faith  under  methods  determined  by the Board of
Trustees.

    The Fund owns 1.7% of a Niagara Falls New York Urban Renewal Agency 11% Bond
("URA Bond") due to mature on May 1, 2009 which has missed  interest and sinking
fund payments.  An affiliated  investment company owns 98.3% of this bond issue.
Subsequent  to  year-end  the Fund was  party to an  agreement  whereby  certain
related  bonds  owned by an  affiliate  are  subject to  repayment  under a debt
assumption  agreement.  The agreement allows the affiliate to allocate a portion
of the debt  services it receives to the URA Bond. In exchange the Fund forfeits
certain rights it had as holder of the URA bond.  There is uncertainty as to the
timing  and  amounts  of debt  assumption  payments.  The value of this bond was
$49,336.  The bond is valued at 49.34% of face value at December  31, 1996 under
methods determined by the Board of Trustees.

    During the year ended  December 31, 1996, the cost of purchases and proceeds
from sales of investment  securities,  other than short-term  obligations,  were
$2,873,219 and $2,720,760, respectively.

    As of December 31, 1996 net unrealized  depreciation of portfolio securities
amounted  to  $74,045,  composed  of  unrealized  appreciation  of  $81,329  and
unrealized depreciation of $155,374.

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

                                Amount    Expiration
                                ------    ----------
                               $33,500    12/31/1998
                                17,500    12/31/1999
                                33,100    12/31/2000
                                54,300    12/31/2002
                                40,000    12/31/2003
                               -------
                               $178,400
                               ========



                                       8
<PAGE>

FUNDAMENTAL FIXED-INCOME FUND
HIGH-YIELD MUNICIPAL BOND SERIES

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

6. Selected Financial Information
<TABLE>
<S>                                                            <C>        <C>         <C>         <C>        <C>  
                                                                          Years Ended December 31,
                                                               -------------------------------------------------- 
                                                               1996       1995        1994        1993       1992
                                                               ----       ----        ----        ----       ----
PER SHARE OPERATING PERFORMANCE
  (for a share outstanding throughout the period)
Net asset value, beginning of period ......................    $7.07      $5.92       $7.27       $7.30      $7.29

Income from investment operations:
  Net investment income ...................................     0.47       0.34        0.43        0.39       0.43
  Net realized and unrealized gains (losses) on
    investments ...........................................    (0.21)      1.15       (1.35)      (0.03)      0.01
                                                               -----      -----       -----       -----      -----
  Total from investment operations ........................     0.26       1.49       (0.92)       0.36       0.44
                                                               -----      -----       -----       -----      -----
Less distributions:
Dividends from net investment income ......................    (0.47)     (0.34)      (0.43)      (0.39)     (0.43)
                                                               -----      -----       -----       -----      -----
Net asset value, end of period ............................    $6.86      $7.07       $5.92       $7.27      $7.30
                                                               =====      =====       =====       =====      =====
Total Return ..............................................    4.05%     25.70%      (12.92%)     5.11%      6.26%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) ...................    1,858      1,457          979      1,087      1,050
Ratios to average net assets:
    Expenses ..............................................    2.49%*     2.50%*       2.50%*     2.50%*     2.87%*
    Net investment income .................................    6.85%*     5.15%*       6.70%*     5.40%*     5.89%*
Portfolio turnover rate ...................................  139.26%     43.51%       75.31%     84.89%     100.21%
BANK LOANS
Amount outstanding at end of period (000 omitted) .........    $ 228      $ 379       $  -        $ -        $   20
Average amount of bank loans outstanding  during the
   period (000 omitted) ...................................    $ -        $  61       $ -         $ -        $   57
Average number of shares  outstanding during the period
  (000 omitted) ...........................................      237        183          156        145         144 
Average amount of debt per share during the period ........    $ -        $0.33       $ -         $ -        $ 0.40

*These ratios are after expense reimbursements of 4.59%, 6.22%, 6.20%, 5.76% and
 4.83%, for each of the years ended December 31,  1996,  1995,  1994,  1993  and
 1992, respectively.

</TABLE>


                                       9
<PAGE>



FUNDAMENTAL FIXED-INCOME FUND
HIGH-YIELD MUNICIPAL BOND SERIES

INDEPENDENT AUDITOR'S REPORT
- --------------------------------------------------------------------------------


To the Board of Trustees and Shareholders
Fundamental Fixed-Income Fund
High-Yield Municipal Bond Series

We have audited the accompanying statement of assets and liabilities,  including
the  statement of  investments,  of  Fundamental  Fixed-Income  Fund  High-Yield
Municipal  Bond Series as of December 31, 1996,  and the related  statements  of
operations  for the year then ended,  the statement of changes in net assets for
each of the two years then ended and the 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 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 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.  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 Fundamental Fixed-Income Fund High-Yield Municipal Bond Series as of
December 31, 1996, and the results of its operations, changes in net assets, and
selected  financial  information for the periods  indicated,  in conformity with
generally accepted accounting principles.



New York, New York
February 21, 1997



                                       10
<PAGE>


(left column)


                          FUNDAMENTAL FIXED-INCOME FUND
                              90 Washington Street
                            New York, New York 10006
                                 1-800-322-6864

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


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



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


(right column)
                                                         Annual Report
                                                       December 31, 1996





 
                                                           FUNDAMENTAL
                                                        FIXED-INCOME FUND

                                                           High-Yield
                                                     Municipal Bond Series


                                            (LOGO)  FUNDAMENTAL
                                                    Fundamental Family of Funds






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