-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O3bFfGiX9f81iQti/AvtWOHQSD8vFtGiLrb2dSUtmDrr/fNR6ayvavmxutw6MJD1 /gcNcTff/079GISOuK3p7w== 0000922423-97-000159.txt : 19970228 0000922423-97-000159.hdr.sgml : 19970228 ACCESSION NUMBER: 0000922423-97-000159 CONFORMED SUBMISSION TYPE: 24F-2NT PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970227 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUNDAMENTAL FUNDS INC CENTRAL INDEX KEY: 0000315811 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133076279 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 24F-2NT SEC ACT: 1933 Act SEC FILE NUMBER: 002-82710 FILM NUMBER: 97545967 BUSINESS ADDRESS: STREET 1: 90 WASHINGTON ST - 19TH FL CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2126353005 MAIL ADDRESS: STREET 1: 90 WASHINGTON ST CITY: NEW YORK STATE: NY ZIP: 10006 FORMER COMPANY: FORMER CONFORMED NAME: NEW YORK MUNI FUND INC DATE OF NAME CHANGE: 19920703 24F-2NT 1 FORM 24F FILING U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 24F-2 ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2 1. Name and address of issuer: Fundamental Funds, Inc. (formerly New York Muni Fund, Inc.), 90 Washington Street, New York, NY 10006. 2. Name of each series or class of funds for which this notice is filed: New York Muni Fund Series 3. Investment Company Act File Number: 811-3032 Securities Act File Number: 2-82710 4. Last day of fiscal year for which this notice is filed: 12/31/96 5. Check box if this notice is being filed more than 180 days after the close of the issuer's fiscal year for purposes of reporting securities sold after the close of the fiscal year but before termination of the issuer's 24f-2 declaration: [ ] 6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if applicable (see Instruction A.5): Not applicable 7. Number and aggregate sale price of securities of the same class or series sold during the fiscal year which had been registered under the Securities Act of 1933 other than pursuant to rule 24f-2 in a prior fiscal year, but which remained unsold at the beginning of the fiscal year: 22,410,286 8. Number and aggregate sale price of securities registered during the fiscal year other than pursuant to rule 24f-2: None 9. Number and aggregate sale price of securities sold during the fiscal year: Number of securities sold during the fiscal year: 3,704,110,578 Aggregate sale price of securities sold during the fiscal year: 3,314,430,818 10. Number and aggregate sale price of securities sold during the fiscal year in reliance upon registration pursuant to rule 24f-2: Number of securities sold during the fiscal year: 3,704,110,578 Aggregate sale price of securities sold during the fiscal year: 3,314,430,818 11. Number and aggregate sale price of securities issued during the fiscal year in connection with dividend reinvestment plans, if applicable: Number of DRIP securities sold during the fiscal year: 5,501,544 Aggregate sale price of DRIP Securities sold during the fiscal year: 4,939,206 12. Calculation of registration fee: (i) Aggregate sale price of securities sold during the fiscal year in reliance on rule 24f-2 (from Item 10): $3,314,480,818 (ii) Aggregate price of shares issued in connection with dividend reinvestment plans (from Item 11, if applicable): + 4,939,206 (iii) Aggregate price of shares redeemed or repurchased during the fiscal year (if applicable): 3,342,618,858 (iv) Aggregate price of shares redeemed or repurchased and applied as a reduction to filing fees pursuant to rule 24e-2 (if applicable): + 0 (v) Net aggregate sale price of securities sold during the fiscal year in reliance on rule 24f-2 [line (i), plus line (ii), less line (iii), plus line (iv)] (if applicable): - 23,248,834 (vi) Multiplier prescribed by Section 6(b) under the Securities Act of 1933 or other applicable law or regulation: /3300 (vii) Fee due [line (v) multiplied by line (vi)]: NONE ====
13. Check box if fees are being remitted to the Commission's lockbox depository as described in section 3a of the Commission's Rule of Informal and Other Procedures (17 CFR 202.3a). [ ] Date of mailing or wire transfer of filing fees to the Commission's lockbox depository: SIGNATURES This report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated: By (Signature and Title)* /s/ Vincent Malanga ------------------------- Vincent J. Malanga President Date: February 27, 1997 *Please print the name and title of the signing office below the signature -2- EX-99 2 OPINION OF COUNSEL Kramer, Levin, Naftalis & Frankel 919 THIRD AVENUE NEW YORK, N.Y. 10022 - 3852 (212) 715 - 9100 FAX (212) 715-8000 ----- WRITER'S DIRECT NUMBER (212) 715-7507 February 27, 1997 New York Muni Fund, Inc. 90 Washington Street, 19th Floor New York, New York 10006 Re: Fundamental Funds, Inc. (formerly New York Muni Fund, Inc.) Registration No. 2-82710 ---------------------------------- Gentlemen: We have acted as counsel to Fundamental Funds, Inc., a Maryland corporation (the "Company"), in connection with the public offering of the Company's shares of Common Stock, par value $.001 per share, and on various other securities and general corporate matters. The Company was reorganized as a Maryland corporation on December 31, 1990. We understand that, pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Company has registered an indefinite number of shares of Common Stock under the Securities Act of 1933. We further understand that, pursuant to the provisions of Rule 24f- 2, the Company is filing with the Securities and Exchange Commission the Notice attached hereto making definite the registration of shares of Commmon Stock (the "Shares") sold in reliance upon Rule 24f-2 during the fiscal year ended December 31, 1996. We have reviewed, insofar as it relates or pertains to the Company, the Company's Registration Statement on Form N-1A filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940, as amended to the date hereof, pursuant to which Shares were sold (the "Registration Statement"). We have also examined originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments we have deemed necessary or appropriate for the purpose of this opinion. For purposes of such examination, we have assumed the genuineness of all signatures and original documents and the conformity to the original documents of all copies submitted. We are members only of the New York Bar and do not purport to be experts on the laws of any other state. Our opinion herein as to Maryland law is based upon a limited inquiry thereof that we have deemed appropriate under the circumstances. Based upon the foregoing, we are of the opinion that the Shares have been duly and validly authorized and, assuming that the Shares have been issued and sold in accordance with the Company's Articles of Incorporation, as amended, and Registration Statement, and that the consideration received therefor was not less than the par value thereof, the Shares which the Rule 24f-2 Notice attached hereto makes definite in number were legally issued, fully paid and non-assessable. We consent to the filing of this opinion with the Rule 24f-2 Notice attached hereto. Very truly yours, /s/ Kramer, Levin, Naftalis & Frankel ------------------------------------- 2 -----END PRIVACY-ENHANCED MESSAGE-----