GINTEL FUND, 497, 1996-10-21

GINTEL FUND
497, 1996-10-21

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<PAGE> 1
PROSPECTUS May 1, 1996
(Revised October 21, 1996)

GINTEL FUND

Gintel Fund (the "Fund") is an open-end, non-diversified investment
company which seeks to provide capital appreciation by concentrating in a
manageable number of securities rather than broadly diversifying its portfolio.
The Fund offers and redeems its shares at net asset value. Investors pay no
sales charge or commissions to purchase shares of the Fund. The minimum
initial purchase is $5,000, except for IRA and Keogh accounts where the minimum
initial purchase is $2,000. There is no minimum for additional investments.
Minimum individual initial investments may be waived for omnibus arrangements
with certain broker dealers. Gintel Asset Management, Inc. (the "Investment
Advisor") acts as investment advisor to the Fund.

<TABLE>
<S> <C>
OBJECTIVE-- To achieve capital appreciation by
investing in equities

NO SALES CHARGES-- No Sales Load
No Redemption Fees
No 12b-1 Fees

EXPENSE LIMITATION-- Advisory fees, brokerage commissions, and
operating expenses are limited to a fixed
percentage of assets.

MINIMUM INVESTMENT-- $5,000 ($2,000 for IRA and Keogh accounts)

ROUTINE SHAREHOLDER REPORTS-- We update shareholders on the market and portfolio
four times a year, including Semi-Annual and
Annual Reports.

MANAGEMENT ALSO INVESTS IN THE FUND-- As of March 31, 1996, the employees of the
Advisor and their families owned 32.7%
of the Fund's shares.
</TABLE>

This Prospectus sets forth concisely the information that a
prospective investor should know before investing in shares of the Fund and
should be read and retained for future reference. A Statement of Additional
Information, dated May 1, 1996, (revised October 21, 1996) containing additional
information about the Fund has been filed with the Securities and Exchange
Commission and is hereby incorporated by reference into this Prospectus. A
copy of the Statement of Additional Information can be obtained without charge
by calling (203) 622-6400 or writing the Funds' Investment Advisor at 6
Greenwich Office Park, Greenwich, CT 06831.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 2
EXPENSES

SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases -- NONE
Maximum Sales Load Imposed on Reinvested Dividends -- NONE
Deferred Sales Load Imposed on Redemptions -- NONE
Redemption Fees (as a percentage of assets redeemed) -- NONE
12b-1 Fees -- NONE

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

<TABLE>
<S> <C>
Management Fees .99%
12b-1 Fees --
Other Expenses* .81%
----
Total Fund Operating Expense 1.80%
====
</TABLE>

* Excludes imputed brokerage commissions of 45 basis points, which are paid
under the Fund's Administrative Services Agreement.

Example:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following $ 18 $57 $98 $212
expenses on a $1,000 invest-
ment, assuming (a) 5% annual
return and (b) redemption at
the end of each time period:
</TABLE>

The purpose of the foregoing table is to assist an investor in
understanding the various costs and expenses that an investor in the Fund will
bear directly and indirectly. (For more complete descriptions of the various
costs and expenses, see "Investment Advisor and Investment Advisory Agreement",
"Purchase of Shares" and "Distribution Plans".) The Expenses and Example
appearing in the table above are based on the Fund's expenses for the year
ended December 31, 1995. The Example shown in the table above should not be
considered a representation of past or future expenses, and actual expenses may
be greater or less than those shown. In addition, the 5% annual return cited
in the Example is hypothetical and is not representative of the Fund's actual
performance.

2
<PAGE> 3
CONDENSED FINANCIAL INFORMATION

The following Per Share Income and Capital Changes table has been
examined by Richard A. Eisner & Company, LLP, independent auditors, whose
report dated January 22, 1996, expresses an unqualified opinion thereon. This
table should be read in conjunction with the financial statements, related
notes, and report of Richard A. Eisner & Company, LLP, all of which are
included in the Statement of Additional Information which may be obtained from
the Fund upon request and without charge. Further information about the Fund's
performance is contained in the annual report, which may be obtained without
charge.

PER SHARE INCOME AND CAPITAL CHANGES
(FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR)

<TABLE>
<CAPTION>
Year
Ended 12/31
---------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of year $12.46 $15.11 $16.45 $13.48 $12.75 $14.18
Income from
Investment Operations
Net Investment Income(loss) (.01) .04 (.06) .09 .32 .46
Net realized and unrealized
gain(loss) on securities 3.86 (2.53) .37 3.23 1.66 (1.40)
- ----------------------------------------------------------------------------------------------------------------------------
Total from Investment Income 3.85 (2.49) .31 3.32 1.98 (.94)
- ----------------------------------------------------------------------------------------------------------------------------
Less: Distributions
Net investment income .01 .04 -- .10 .31 .49
Capital gains .93 .12 1.65 .25 .94 --
- ----------------------------------------------------------------------------------------------------------------------------
Total Distributions .94 .16 1.65 .35 1.25 .49
- ----------------------------------------------------------------------------------------------------------------------------
Net Asset Value,
End of Year $15.37 $12.46 $15.11 $16.45 $13.48 $12.75
============================================================================================================================
Total Return 31.0% -16.5% 2.0% 24.7% 15.6% -6.7%
- ----------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net assets, end of year (000) $96,739 $88,277 $136,110 $164,620 $77,408 $79,340
Ratio of operating expense to
average net assets 2.3%** 2.4%** 2.2%** 1.7%** 1.4% 1.5%
Ratio of net investment
income (loss) to average net assets (.1%) .3% (.3%) .9% 1.9% 3.1%
Portfolio turnover rate 55.4% 69.6% 50.8% 56.0% 66.3% 75.0%
Shares outstanding at end
of year (000) 6,296 7,085 9,009 10,010 5,741 6,223
</TABLE>

<TABLE>
<CAPTION>
Year 7 Months Year
Ended 12/31 Ended 12/31 Ended 5/31
--------------------------- ----------- ----------
1989 1988 1987*** 1987
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Asset Value,
Beginning of year $12.70 $9.82 $13.58 $18.09
Income from
Investment Operations
Net Investment Income(loss) 1.10 .28 .17 .24
Net realized and unrealized
gain(loss) on securities 1.82 2.60 (2.59) 1.69
- ----------------------------------------------------------------------------------------------------------
Total from Investment Income 2.92 2.88 (2.42) 1.93
- ----------------------------------------------------------------------------------------------------------
Less: Distributions
Net investment income 1.44 -- .30 .29
Capital gains -- -- 1.04 6.15
- ----------------------------------------------------------------------------------------------------------
Total Distributions 1.44 -- 1.34 6.44
- ----------------------------------------------------------------------------------------------------------
Net Asset Value,
End of Year $14.18 $12.70 $9.82 $13.58
==========================================================================================================
Total Return 23.8% 29.4% -19.8% 14.0%
- -----------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net assets, end of year (000) $94,566 $83,214 $80,093 $121,458
Ratio of operating expense to
average net assets 1.4% 1.6% 1.2% 1.3%
Ratio of net investment
income (loss) to average net assets 7.4% 2.5% 2.3% 1.3%
Portfolio turnover rate 65.4% 85.4% 51.6% 111.4%
Shares outstanding at end
of year (000) 6,667 1,250 1,557 1,706
</TABLE>

* The above per share information is based upon a daily average of shares
outstanding, which has been restated to reflect the 5.241835/1 split on
September 25, 1992.

** The Fund's expense ratio includes brokerage commissions on portfolio
transactions paid for under the Fund's Administrative Services fee, and,
therefore, may appear higher than those of other mutual funds as well as
for the Fund in prior years.

*** Reflects changes in fiscal year from May 31 to December 31.

3
<PAGE> 4
DEBT INFORMATION

<TABLE>
<CAPTION>
MONTHLY
MONTHLY AVERAGE MONTHLY
AMOUNT OF AMOUNT OF REGISTRANT'S AMOUNT OF
DEBT OUT- DEBT OUT- SHARES OUT- DEBT PER
STANDING AT STANDING STANDING SHARE
END OF DURING THE DURING THE DURING THE
YEAR YEAR YEAR YEAR
---- ---- ---- ----
<S> <C> <C> <C> <C>
1995 ......................... -0- $388,719 6,408,241 $0.06
1994 ......................... -0- -0- -0- -0-
1993 ........................ -0- -0- -0- -0-
1992 ......................... -0- $101,137 6,750,710 $.03
1991 ......................... -0- -0- -0- -0-
1990 ......................... -0- -0- -0- -0-
1989 ......................... -0- $ 595,250 1,261,102 $0.47
1988 ......................... $10,162,000 $3,116,500 1,373,639 $2.27
1987* ........................ -0- -0- 1,713,311 -0-
1987 ........................ -0- $1,204,917 1,544,743 $0.78
1986 ........................ $5,000,000 $ 973,077 1,449,381 $0.67
1985 ........................ -0- -0- -0- -0-
1984 ........................ -0- $4,081,764 1,188,094 $3.44
1983 ........................ $ 6,063,000 $1,312,151 897,338 $1.46
1982 ........................ -0- -0- -0- -0-
</TABLE>

* Seven month period from June 1, 1987 through December 31, 1987

THE FUND

Gintel Fund is a business trust formed under the laws of the
Commonwealth of Massachusetts. The Fund is an open-end, non-diversified
investment company as defined by the Investment Company Act of 1940, as amended
(the "1940 Act"). As an open-end investment company, the Fund has an
obligation to redeem its shares held by any investor at the net asset value of
the shares next determined after receipt of a redemption request in proper
form. (See "Redemption of Shares" in this Prospectus and "Computation of Net
Asset Value" in the Statement of Additional Information.) The Investment
Advisor's office is at 6 Greenwich Office Park, Greenwich, Connecticut 06831,
and the telephone number is (203) 622-6400.

INVESTMENT PERFORMANCE

The following table illustrates the total return from a hypothetical
investment in the Fund at inception. TOTAL RETURN is the percentage change
between the net asset value of one Fund share at the beginning of a period and
the net asset value of such share at the end of the period assuming
reinvestment of all dividends at the net asset value on the reinvestment date.
Dividends are comprised of realized capital gains and investment income.
CUMULATIVE TOTAL RETURN reflects the Fund's performance over a stated period of
time. No adjustments were made for income taxes. All such quotations are
based upon historical data and should not be considered a representation of the
Fund's future performance. The investment return and principal value of an
investment will fluctuate, so that an investor's shares when redeemed may be
worth more or less than their original cost. Performance is a function of
portfolio management in selecting the type and quality of portfolio securities
and is affected by operation expenses.

4
<PAGE> 5
SUMMARY OF ANNUAL INVESTMENT RESULTS SINCE INCEPTION
(assuming reinvestment of dividends)

<TABLE>
<CAPTION>
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985 1984 1983 1982 1981* Cumulative
- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31.0% -16.5% 2.0% 24.7% 15.6% -6.7% 23.8% 29.4% -14.3% 20.8% 20.0% -2.6% 34.3% 34.1% 7.6% 464.92%
</TABLE>

*June 10, 1981-December 31, 1981

Comparative performance information may be used from time to time in
advertising or marketing of the Fund's shares, including data from major market
indices such as the Dow Jones Industrial Average and Standard & Poor's 500
Stock Index. Such comparative performance information will be stated in the
same terms in which the performance of such indices are stated. Further
information about the Fund's performance is contained in the Annual Report.

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund is to achieve capital
appreciation by investing in equities. Toward this end, the Fund invests in
common stocks or securities convertible into common stock. The Fund will
invest in major corporations whose shares are listed on the New York Stock
Exchange, the American Stock Exchange or the Over-the-Counter market.
Although the Fund has flexibility to invest in a broad range of corporations,
it will not purchase the securities of any corporation with a record of less
than three years' continuous operations (including that of predecessors) if
such investment would exceed 5% of the Fund's total assets at time of purchase.
Up to 20% of the Fund's total assets may be invested in non-U.S. securities.
There can be no assurance that the Fund's objective will be achieved.

Current income is not the Fund's investment objective; however, when,
in the Investment Advisor's opinion, market conditions warrant a temporary
defensive position, there is no restriction on the Fund's investment in debt
instruments, including tax-exempt bonds. Similarly, there may be occasions
when the Fund will have a position of its portfolio invested in cash or cash
equivalents.

The Fund may, from time to time, borrow money to the maximum extent
permitted by the Investment Company Act from banks at prevailing interest rates
and invest the funds in additional securities. The Fund's borrowings are
limited so that immediately after such borrowings the value of assets
(including borrowings) less liabilities (not including borrowings) is at least
three times the amount of the borrowings. Should the Fund, for any reason,
have borrowings that do not meet the above test then, within three business
days, the Fund must reduce such borrowings so as to meet the necessary test.
Under such a circumstance, the Fund may have to liquidate portfolio securities
at a time when it is disadvantageous to do so. Gains made with additional
funds borrowed will generally cause the net asset value of the Fund's shares to
rise faster than could be the case without borrowings. Conversely, if
investment results fail to cover the cost of borrowings, the net asset value of
the Fund could decrease faster than if there had been no borrowings.

The Fund may lend its portfolio securities to brokers, dealers and
other institutional investors in an amount not to exceed 10% of its total
assets.

The Fund, subject to certain restrictions, may invest in other
investment companies. To the extent that it does, duplicate fees may be
incurred.

The Fund will not make short sales of securities or maintain short
positions unless at all times when a short position is open the Fund owns an
equal amount of such securities or securities convertible into or exchangeable,
without payment of

5
<PAGE> 6
any further consideration, for securities of the same issue as, and equal in
amount to, the securities sold short. This is a technique known as selling
short "against the box". Such a transaction serves to defer a gain or loss for
Federal income tax purposes.

Up to 20% of the Fund's total assets may be invested in non-U.S.
securities. There are certain risks involved in investing in non-U.S.
securities, including those resulting from fluctuations in currency exchange
rates, revaluation of currencies, future political and economic developments
and the possible imposition of currency exchange regulations or other foreign
governmental laws or restrictions, reduced availability of public information
concerning issuers, and the fact that non-U.S. companies are not generally
subject to uniform accounting, auditing and financial reporting standards or to
other regulatory practices and requirements comparable to those applicable to
domestic companies. Moreover, securities of many non-U.S. companies may be
less liquid and their prices more volatile than those of securities of
comparable domestic companies. In addition, with respect to certain foreign
countries, there is the possibility of expropriation, confiscatory taxation and
limitations on the use or removal of funds or other assets of the Fund.

The Fund may invest in all types of debt securities, in any
proportion, including debt obligations of the U.S. Treasury, its agencies and
instrumentalities, bonds, notes, mortgage securities, government and government
agency obligations, zero coupon securities, convertible securities, and
repurchase agreements. The Fund may invest in investment-grade corporate debt
securities which are considered to be those rated Baa-3 or higher by Moody's
Investors Service, Inc. or BBB- or higher by Standard & Poor's Corporation.
Securities rated Baa-3 and BBB- are considered to have speculative
characteristics. The Fund will not invest in securities judged by the Advisor
to be of poor quality, although it may invest in unrated securities if the
Advisor determines that such securities present attractive investment
opportunities and are of comparable quality to the other debt securities in
which the Fund may invest.

The Fund has the right to modify the investment policies described
above without shareholder approval; however, the Fund does not presently
contemplate making any such modifications.

The Fund has adopted the following restrictions which may not be
changed without shareholder approval:
(1) with respect to 50% of its assets, it will not at the time of
purchase invest more than 5% of its total assets, at market
value, in the securities of any one issuer (except the
securities of the United States Government); and
(2) with respect to the other 50% of its assets, it will not invest at
the time of purchase more than 25% of the market value of its total
assets in any single issuer.
These two restrictions, hypothetically, could give rise to a portfolio with as
few as twelve issues.

PURCHASE OF SHARES

The minimum initial investment by a shareholder is $5,000, except for
IRA and Keogh accounts where the minimum initial purchase is $2,000. There is
no minimum for additional investments. The Fund reserves the right, in its
sole discretion, to reject any subscription. No share certificates will be
issued unless requested in writing. Subscriptions for shares are subject to
acceptance by the Fund and are not binding until accepted.

Purchase by Mail: Shares of the Fund may be purchased by sending a
completed Application (included with this Prospectus or obtainable from the
Fund) to Gintel Group, c/o Chase Global Funds Services Company, P.O. Box 2798,
Boston, MA 02208-2798, accompanied by a check payable to Gintel Group in
payment for the shares. Applications sent to the Fund will be forwarded to
Chase Global Funds Services Company and will not be effective until received by
Chase Global Funds Services Company. Special forms are required for IRA and
Keogh subscriptions and may be obtained by contacting the Fund. Chase Global
Funds Services Company will charge $25.00 for each check returned for
insufficient funds.

6
<PAGE> 7
Purchase by Exchange: Shares of the Fund may be exchanged for shares
of any other fund with which the Fund has an exchange arrangement. When
opening an account by exchange, the new account must be established with the
same name(s), address, and tax identification number as the other account and
must meet that fund's minimum initial investment. Purchase by exchange may be
executed by either mail or telephone but in every instance must comply with the
purchase and redemption procedures set forth in the Prospectus. Neither Chase
Global Funds Services Company nor the Fund will be liable for acting upon such
instructions, regardless of the authority or absence thereof of the person
giving the instructions, or for any loss, expense, or cost arising out of any
exchange by telephone, whether or not properly authorized and directed. An
investor will bear the risk of loss. The staff of the Securities and Exchange
commission is currently examining whether such responsibilities may be
disclaimed. The accuracy of telephone transactions should be verified
immediately upon the receipt of confirmation statement.

Purchase by Wire: Investors may purchase shares by wire by first
telephoning Chase Global Funds Services Company at 1-800-344-3092 for
instructions and wire control number and subsequently wiring Federal funds and
registration instructions to: Chase Manhattan Bank N.A., ABA #021000021, Gintel
Group, DDA No. 910-2-732980, for further credit to (Name of Fund), Account
Registration (including account name, number and wire control number).

Purchase by Automatic Investment: Investors may purchase shares on a
regular basis, (the first, the fifteenth, or the first and fifteenth of each
month), by automatically transferring a specified dollar amount ($100 minimum)
from their regular checking or NOW account to their specified Gintel Group
Account. Special forms are required for this automatic investment plan and may
be obtained by contacting the Fund.

Confirmed purchases will be done only at the discretion of the
Investment Advisor.

Purchase of shares of the Fund may also be made through registered
securities dealers who have entered into selected dealer agreements with the
Distributor. A dealer who agrees to process an order on behalf of an investor
may charge the investor a fee for this service.

The offering price of each Fund share is the net asset value per share
next computed after the subscriber's application is received by Chase Global
Funds Services Company. The net asset value per share is determined by
dividing the market value of the Fund's securities as of the close of trading
plus any cash or other assets (including dividends and accrued interest) less
all liabilities (including accrued expenses) by the number of the Fund's shares
outstanding. The Fund will determine net asset value of its shares on each
"Fund Business Day", which is any day the New York Stock Exchange is open for
business exclusive of national holidays.

All ordinary income dividends and capital gains distributions are
automatically reinvested at net asset value unless the Chase Global Funds
Services Company receives written notice from a shareholder at least 30 days
prior to the record date requesting that the distributions and dividends be
distributed to the investor in cash.

REDEMPTION OF SHARES

Upon receipt by Chase Global Funds Services Company of a request in
proper form, the Fund will redeem shares at its next determined net asset
value. Redemption of shares of the Fund or payments therefore may be suspended
at such times (a) when the New York Stock Exchange is closed, (b) when trading
on the New York Stock Exchange is restricted, (c) when an emergency exists
which makes it impractical for the Fund to either dispose of securities or make
a fair determination of net asset value. There is no assurance that the net
asset value received upon redemption will be greater than that paid by a
shareholder upon purchase.

Redemption by Mail: Shares may be redeemed by sending a written
redemption request to Gintel Group, c/o Chase Global Funds Services Company,
P.O. Box 2798, Boston, MA 02208-2798. Any written request sent to the Fund
will be forwarded to Chase Global Funds Services Company and the effective date
of the redemption request will be when the request is received in proper form
by Chase Global Funds Services Company. The redemption value of each Fund
share is the net asset value per share next computed after the redemption
request is received in proper form. Where share certificates have been

7
<PAGE> 8
issued, a shareholder must endorse the certificates and include them in the
redemption request."Proper form" means that the request for redemption must
include the following:

1. A letter of instruction specifying the Fund name, the account
number, and the number of shares or the dollar amount to be redeemed and signed
by all registered owners exactly as their names appear on the account.

2. Signatures must be guaranteed by an eligible guarantor
institution as described in Rule 17Ad-15 under the Securities and Exchange Act
of 1934. Such institutions include banks, brokers, securities dealers, credit
unions, securities exchanges, clearing agencies and savings associations. The
eligible guarantor institution must be a participant in a recognized signature
guarantee program such as the STAMP program of the Securities Transfer
Association. Eligible guarantor institutions previously approved by Chase
Global Funds Services Company (commercial banks and members of domestic stock
exchanges) will continue to be approved. Eligible guarantor institutions not
previously approved by Chase Global Funds Services Company and not yet members
of a recognized signature guarantee program, must make application to that
company. For complete information or a copy of Chase Global Funds Services
Company's signature guarantee Standards, Procedures and Guidelines, please
contact the Transfer Agent at (800) 344-3092. A notary public is not an
acceptable guarantor.

3. Other supporting legal documents, if required, in the case of
estates, trusts, guardianships, corporations, pension and profit sharing plans
and other organizations. Shareholders should contact Chase Global Funds
Services Company, (800) 344-3092, to obtain further information on the specific
documentation required.

Payment will be made for redeemed shares as soon as practicable, but
in no event later than three business days after proper receipt of redemption
notification. Payment will be made by check, unless a shareholder arranges for
the proceeds of redemption requests to be sent by Federal fund wire to a
designated bank account, in which case a wire charge (currently $8.00 per wire)
will be deducted from the account. Shareholders should contact Chase Global
Funds Services Company, (800) 344-3092, to obtain further information on this
service and the related charges.

Redemption by Telephone: Shareholders who authorize telephone
redemptions in the Application may redeem shares by telephone instructions to
Chase Global Funds Services Company which will wire the proceeds of redemptions
to the bank and bank account number specified in the Application or mail the
proceeds to the address of record, except that telephone redemptions of less
than $1000 will be mailed. Redemptions by wire will be charged a wire fee
(currently $8.00 per wire) which will be deducted from the account . Any
change in the bank account specified in the Application must be made in writing
with a signature guarantee as described above for redemptions by mail. Neither
Chase Global Funds Services Company nor the Fund will be liable for acting upon
such instructions, regardless of the authority or absence thereof of the person
giving the instructions, or for any loss, expense, or cost arising out of any
redemptions by telephone, whether or not properly authorized and directed.

Automatic Redemptions: A shareholder who owns shares of the Fund with
a value of $10,000 or more may establish a Systematic Withdrawal Plan. The
Shareholder may request a declining balance withdrawal, a fixed dollar
withdrawal, a fixed share withdrawal, or a fixed percentage withdrawal (based
on the current value of the account) on a monthly, quarterly, semi-annual or
annual basis. When a shareholder reaches age 59-1/2 and begins to receive
distributions from an IRA or other retirement plan invested in the Fund, the
shareholder can arrange to have a regular monthly or quarterly redemptions made
under Systematic Withdrawal Plan. In this case it is not necessary for the
account value to be $10,000 or more. Further information on establishing a
Systematic Withdrawal Plan may be obtained by calling the Fund.

Sales of shares of the Fund may also be made through registered
securities dealers who have entered into selected dealer agreements with the
Distributor. A dealer who agrees to process an order on behalf of an investor
may charge the investor a fee for this service.

8
<PAGE> 9
With the exception of IRA or Keogh accounts, the Fund reserves the
right to close accounts that have dropped below $5,000 in value for a period of
three months or longer other than as a result of a decline in the net asset
value per share. Shareholders are notified at least 60 days prior to any
proposed redemption and invited to add to their account if they wish to
continue as a shareholder of the Fund; however the Fund does not presently
contemplate making such redemptions.

Confirmed redemptions will be done only at the discretion of the
Investment Advisor.

MANAGEMENT

Responsibility for management of the Fund is vested in the Board of
Trustees. The Board approves all significant agreements between the Fund and
all persons or companies that furnish services to the Fund, including the
Investment Advisory Agreement and Administrtive Services Agreement. The
trustees elect the officers of the Fund to supervise actively the day to day
operations of the Fund. The trustees and officers of the Fund and their
principal occupations for the past five years are listed below. Unless
otherwise indicated the address of each trustee and executive officer is 6
Greenwich Office Park, Greenwich, CT 06831:

<TABLE>
<CAPTION>
NAME AND OFFICE PRINCIPAL OCCUPATION
--------------- --------------------
<S> <C>
ROBERT GINTEL,* Chairman and Chief Executive Officer of Gintel Asset Management, Inc. since 1971; Senior
Chairman of the Board, Partner of Gintel & Co. Limited Partnership, a member firm of the New York Stock Exchange,
Chief Executive Officer Inc. and an associate member firm of the American Stock Exchange, Inc. since June 1969;
and Trustee Chairman and Director, Oneita Industries (textile & apparel manufacturer); Vice Chairman and
Director of XTRA Corporation (intermodal equipment leasing); Chairman of the Board, Chief
Executive Officer and trustee of the Fund since November 1980.

THOMAS H. LENAGH, Financial Consultant; formerly Chairman and Trustee, Chief Executive Officer of Greiner
Trustee, Engineering Co. (consulting engineers); financial advisor to various institutions since January
1 Brookside Drive 1980; special advisor to the Aspen Institute (research institute) from September 1979 until
Westport, CT 06880 September 1980 and Financial Vice President of the Aspen Institute from September 1978 until
September 1979; previously, Treasurer and financial advisor to the Ford Foundation and director
of Cluster B registered investment companies managed by Merrill Lynch Asset Management, Inc.;
and director of Adams Express Co. (closed-end investment company), USLife Corp., ICN Biomedics,
Inc., SCI Systems, Inc. (computer peripherals), Irvine Sensors Corp. (infrared sensing device
manufacturer), CML Inc., (specialty retailing), Clemente Global (investment company), and
Rexhall, Inc. (motor home manufacturer); trustee of the Fund since December 1980.

FRANCIS J. PALAMARA, Business Consultant; previously Director and Executive Vice President of ARA Services, Inc.
Trustee, (provides various services for industry, institutions and government; formerly director and
3110 E. Maryland Ave. Executive Vice President of the Pittston Company (holding company for coal and other
Phoenix, AZ 85064 interests); from 1972 until 1978, Executive Vice President and Chief Operating Officer of the
New York Stock Exchange, Inc.; director of XTRA Corporation (intermodal equipment leasing);
Glenmede Fund (a regulated investment company); and Central Tractor Farm & Country (specialty
retailing); trustee of the Fund since January 1981.
</TABLE>

9
<PAGE> 10
<TABLE>
<CAPTION>
NAME AND OFFICE PRINCIPAL OCCUPATION
--------------- --------------------
<S> <C>
Russel R. Taylor, Associate Professor of Management, College of New Rochelle, since 1977; founder and
Trustee, Director of Russel Taylor, Inc. since 1963; trustee of the Fund since December 1985.
31 Indian Point Lane
Riverside, CT 06878

STEPHEN G. STAVRIDES,* Director, President and Treasurer of Gintel Asset Management, Inc.; General Partner of
Trustee, Chief Operating Gintel & Co. Limited Partnership; President and Treasurer of the Fund; previously
Officer, President and Treasurer Corporate Administrator of Poten & Partners, Inc. (an energy and ocean transportation
brokerage and consulting firm); from 1972-1980; Vice President of various groups in
the D. K. Ludwig organization; and Director of Home Savings in Houston from 1978-1980.
Trustee of the Fund since December 1981.

DONNA K. GRIPPE Secretary and Assistant Treasurer; previously, Manager of the Fund Accounting for
Secretary and Assistant American Investors Fund, Inc., American Investors Income Fund, Inc., and American
Treasurer Investors Money Market Fund, Inc.
</TABLE>

On February 29, 1996 Robert M. Gintel and his family, trustees of the
Fund and employees of the Investment Advisor and Gintel & Co. owned directly or
beneficially 2,041,636 shares with a market value of $32,666,174, representing
33.1% of the Fund's outstanding shares.

- --------
* Interested person as defined in the 1940 Act..

TAX-SHELTERED RETIREMENT PLANS

The Fund makes available Keogh and IRA Plans, including IRA's set up
under a Simplified Employee Pension Plan ("SEP-IRA's") and IRA "Rollover
Accounts". Investors who wish to purchase shares in conjunction with any such
tax-sheltered retirement plan may request from the Fund forms for adoption of
such plans. All fees charged by the Custodian are described in the appropriate
form. The investor should read the plan and related agreements for further
details as to eligibility, service fees and the summary of certain Federal
income tax implications. Further, each investor should consult a tax advisor
regarding the tax consequences of adopting such plans, since the Fund is not
and should not be relied upon to provide tax advice for each investor.

INVESTMENT ADVISOR AND INVESTMENT ADVISORY AGREEMENT

Gintel Asset Management, Inc. (formerly Gintel Equity Management,
Inc.), 6 Greenwich Office Park, Greenwich, CT 06831, is the Investment
Advisor to the Fund pursuant to the investment advisory agreement (the
"Agreement"). The Agreement provides that the Investment Advisor identify and
analyze possible investments for the Fund and determine the amount, timing, and
form of such investments. The Investment Advisor has the responsibility of
monitoring and reviewing the Fund's portfolio, on a regular basis, and
recommending the ultimate disposition of such investments. It is the
Investment Advisor's responsibility to cause the purchase and sale of
securities in the Fund's portfolio, subject at all times to the policies set
forth by the Board of Trustees.

Robert M. Gintel owns all the outstanding shares of the Investment
Advisor. Since 1971, the Investment Advisor has been managing discretionary
investment accounts for individual investors, corporate pension funds and
profit sharing plans, charitable foundations, universities and others.

10
<PAGE> 11
The Investment Advisor receives a fee from the Fund, calculated daily
and paid monthly in arrears, for the performance of its services at an annual
rate of 1% of the average daily net assets of the Fund. The fee is accrued
daily for the purposes of determining the offering and redemption price of the
Fund's shares. The advisory fee is higher than that paid by most investment
companies; however, many of those investment companies are of different size or
have different investment objectives from the Fund. For the fiscal year ended
December 31, 1995 the Fund paid fees to the Investment Advisor of $928,954.

The following are biographies of key personnel who are ultimately
responsible for investment decisions:

ROBERT M. GINTEL has spent his entire business career in the
investment industry with more than 40 years of experience as a professional
investor. Mr. Gintel is Chairman and Chief Executive Officer of Gintel Asset
Management, Inc. He is also a Senior Partner and founder of Gintel & Co., a
member of the New York Stock Exchange and associate member of the American
Stock Exchange, and Chairman of the Board and Chief Executive Officer of Gintel
Fund. He holds a B.A. degree from Columbia College and an M.B.A. from the
Harvard Business School. Mr. Gintel has served on the Board of Directors of
several New York Stock Exchange listed corporations and is currently Chairman
of the Board of Oneita Industries and Vice Chairman of the Board of XTRA
Corporation. Mr. Gintel has lectured and written articles on investments and
has appeared on Wall Street Week as well as other television and radio
programs.

CECIL A. GODMAN, III joined the Gintel organization in 1985 and became
Chief Investment Officer in 1991. He also serves as a director of Gintel
Asset Management, Inc. and is a General Partner of Gintel & Co. Before joining
Gintel Asset Management Inc. Mr. Godman spent two years as a securities
analyst with First Tennessee Investment Management, Inc., a $1.8 billion asset
management subsidiary of First Tennessee National Corporation, where he was a
member of the Investment Policy Committee and the Equity Selection Group.
Prior to that Mr. Godman had been a commercial loan officer in the small
business division at First Tennessee Bank. Mr. Godman has been interviewed by
BARRON'S and has been a featured speaker at the Donoghue's Mutual Fund
Conferences. He received his B.A. in Business Administration and Economics
from Rhodes College in 1982.

EDWARD F. CARROLL joined Gintel Asset Management, Inc. in 1983 and is
a General Partner of Gintel & Co. Previously, Mr. Carroll had his own
consulting firm specializing in global energy issues and was on the staff of
the Ford Foundation, where he was directly responsible for all energy-related
investments. Mr. Carroll's 35-year career includes experience as an analyst
with the Wall Street firms, Halle & Steiglitz, Henry Hentz & Company, and E.F.
Hutton. He holds a B.G.S. degree from the University of Connecticut.

The Code of Ethics of the Advisor and the Fund prohibits all
affiliated personnel from engaging in personal investment activities which
compete with or attempt to take advantage of the Fund's planned portfolio
transactions. The objective of the Code of Ethics of both the Advisor and the
Fund is that their operations be carried out for the exclusive benefit of the
Fund's shareholders. Both organizations maintain careful monitoring of
compliance with the Code of Ethics.

ADMINISTRATIVE SERVICES AGREEMENT

The Administrative Services Agreement dated August 24, 1992, provides
that in consideration for the services provided by the Distributor and the
payment by the Distributor of substantially all of the Fund's expenses
previously paid by the Fund directly, including but not limited to brokerage
commissions, charges for custody, fund accounting, transfer
agency,administration, registration, printing, legal counsel, independent
accountants, shareholder and trustee meeting expenses and insurance (but
excluding the Investment Advisor's fees, the fees paid to the non-interested
Trustees, certain transaction costs, interest, taxes and extraordinary
expenses), the Distributor will receive a fee calculated daily and paid monthly
in arrears based on average daily net assets, at an annual rate of 1.125% of
the first $100 million of the average daily net assets of the Fund and 1.0% of
the average daily net assets in excess of $100 million. The Distributor will
pay for any distribution-related expenses out of its own sources, including
legitimate profits from the administrative services fee received from the Fund.
For the fiscal year ended December 31, 1995, the Fund paid fees to the
Distributor of $1,107,572.

11
<PAGE> 12
BROKERAGE ALLOCATION

Subject to the supervision of the Board of Trustees, decisions to buy
and sell securities are made by officers of the Fund with the assistance of
the Investment Advisor. The Board of Trustees has authorized the Fund to use
Gintel & Co. Limited Partnership ("Gintel & Co."), on an agency basis, to
supervise and to effect a substantial amount of the portfolio transactions
which are executed on the New York or American Stock Exchanges, Regional
Exchanges where relevant, or which are traded in the Over-the-Counter market.
Under the Administrative Services Agreement, however, the Distributor and not
the Fund pays all brokerage commissions on securities transactions.

TAX MATTERS

The Fund intends to qualify as a regulated investment company by
satisfying the requirements under Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"), including the requirements with respect to
diversification of assets, distribution of income and sources of income. It is
the Fund's policy to distribute to shareholders all of their investment income
(net of expenses) and any capital gains (net of capital losses) in accordance
with the timing requirements imposed by the Code, so that the Fund will satisfy
the distribution requirement of Subchapter M and not be subject to Federal
income taxes or the 4% excise tax.

The Fund is organized as a Massachusetts business trust. So long as
it qualifies as a regulated investment company for Federal income tax purposes,
it will not be subject to any income tax in the Commonwealth of Massachusetts.

Distributions by the Fund of its net investment income and the excess,
if any, of its net short-term capital gain over its net long-term capital loss
are taxable to shareholders as ordinary income. These distributions are
treated as dividends for Federal income tax purposes, but in any year only a
portion thereof (which cannot exceed the aggregate amount of qualifying
dividends from domestic corporations received by the Fund during the year) may
qualify for the 70% dividends-received deduction for corporate shareholders.
Because the Fund's investment income may include interest and dividends from
foreign corporations and the Fund may have short-term capital gains,
substantially less than 100% of the ordinary income dividends paid by the Fund
may qualify for the dividends-received deduction. Distributions by the Fund of
the excess, if any, of its net long-term capital gain over its net short-term
capital loss are designated as capital gain dividends and are taxable to
shareholders as long-term capital gains, regardless of the length of time the
shareholder held his shares.

Distributions to shareholders will be treated in the same manner for
Federal income tax purposes whether received in cash or reinvested in
additional shares of the Fund. In general, distributions by the Fund are taken
into account by the shareholders in the year in which they are made. However,
certain distributions made during January will be treated as having been paid
by the Fund and received by the shareholders on December 31 of the preceding
year. A statement setting forth the Federal income tax status of all
distributions made (or deemed made) during the year will be sent to
shareholders promptly after the end of each year. Shareholders purchasing
shares of the Fund just prior to the ex-dividend date will be taxed on the
entire amount of the dividend received, even though the net asset value per
share on the date of such purchase reflected the amount of such dividend.

A shareholder will recognize gain or loss on the sale or redemption of
shares of the Fund in an amount equal to the difference between the proceeds of
the sale or redemption and the shareholder's adjusted tax basis in the shares.
Any loss realized upon a taxable disposition of shares within six months from
the date of their purchase will be treated as long-term capital loss to the
extent of any capital gain dividends received on such shares. All or a portion
of any loss realized upon a taxable disposition of shares of the Fund may be
disallowed if other shares of the Fund are purchased within thirty days before
or after such disposition.

12
<PAGE> 13
Under the back-up withholding rules of the Code, certain shareholders
may be subject to 31% withholding of Federal income tax on ordinary income
dividends, capital gain dividends and redemption payments made by the Fund. In
order to avoid this back-up withholding, a shareholder must provide the Fund
with a correct taxpayer identification number (which for an individual is
usually his Social Security number) and certify that it is a corporation or
otherwise exempt from or not subject to back-up withholding. The new account
application included with this Prospectus provides for shareholder compliance
with these certification requirements.

The foregoing discussion of Federal income tax consequences is based
on tax laws and regulations in effect on the date of this Prospectus, and is
subject to change by legislative or administrative action. As the foregoing
discussion is for general information only, a prospective shareholder should
also review the more detailed discussion of federal income tax considerations
relevant to the Fund that is contained in the Statement of Additional
Information for the Fund. In addition, each prospective shareholder should
consult with his own tax adviser as to the tax consequences of investments in
the Fund, including application of state and local taxes which may differ from
the Federal income tax consequences described above.

ORGANIZATION AND DESCRIPTION OF SHARES OF THE FUND

The Fund is an open-end, non-diversified management investment
company. On September 6, 1986, it reorganized as a Massachusetts business
trust under the laws of the Commonwealth of Massachusetts and filed its
Declaration of Trust filed July 29, 1986. Because the Fund is
"non-diversified", more than 5% of the Fund's assets may be invested in the
equity securities of any single issuer, which may make the value of the Fund's
shares more susceptible to certain risks than shares of a diversified mutual
fund.

The Trustees are permitted to issue an unlimited number of shares of
beneficial interest in the Fund in an unlimited number of series of shares.
Each share has one vote and shares equally in dividends and distributions when
and if declared by the Fund and in the Fund's net assets upon liquidation. All
shares, when issued, are fully paid and nonassessable. There are no
preemptive, conversion or exchange rights. Shares of the Fund do not have
cumulative voting rights and, as such, holders of at least 50% of the shares
voting for trustees can elect all trustees and the remaining shareholders would
not be able to elect any trustees. The Board of Trustees may classify or
reclassify any unissued shares of the Fund into shares of any series by setting
or changing in any one or more respects, from time to time, prior to the
issuance of such shares, the preference, conversion or other rights, voting
powers, restrictions, limitations as to dividends, or qualifications of such
shares. Any such classification or reclassification will comply with the
provisions of the 1940 Act.

There will not normally be annual shareholder's meetings. The Fund,
however, at its discretion, may continue to hold meetings of its shareholders
to discuss portfolio management and shareholder relations but such meetings
will not be subject to the rules and regulations of the securities laws with
respect to proxy solicitation. The Trustees will promptly call a shareholder's
meeting to remove a Trustee(s) when requested to do so in writing by record
holders of not less than 10% of the Fund's outstanding shares.

CUSTODIAN, TRANSFER AGENT AND DIVIDEND PAYING AGENT

The transfer agent, dividend paying agent and custodian for all cash
and securities of the Fund is Chase Manhattan Bank, N.A., 770 Broadway, New
York, New York 10003.

COUNSEL AND AUDITORS

The firm of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel is
counsel for the Fund. Richard A. Eisner & Company, LLP, has been appointed
independent auditors for the Fund. These firms provide similar services to the
Investment Advisor and Gintel & Co.

13
<PAGE> 14
OTHER INFORMATION

This Prospectus omits certain information contained in the
registration statement filed with the Securities and Exchange Commission.
Copies of the registration statement, including items omitted herein, may be
obtained from the Commission by paying the charges prescribed under its rules
and regulations. The Statement of Additional Information for the Fund
included in such registration statement may be obtained without charge from the
Fund.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND INFORMATION
OR REPRESENTATIONS NOT HEREIN CONTAINED, IF GIVEN OR MADE, MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH OFFERING
MAY NOT LAWFULLY BE MADE.

[GINTEL FUND AVERAGE ANNUAL RATES OF RETURN GRAPH]

GINTEL FUND
Average Annual Rates of Return

One (1) Year 31.0%
Five (5) Years 11.4%
Ten (10) Years 11.0%

Investment results are net of expenses, with dividends and capital gains
reinvested. The S&P 500 is a broad market-weighted average dominated by
blue-chip stocks.

Past results offer no assurance as to future performance. The investment
return and principal value of an investment will fluctuate, so that an
investor's shares, when redeemed, may be worth more or less than their original
cost. The Fund's prospectus contains more and should be read carefully.

14
<PAGE> 15
TABLE OF CONTENTS

PAGE
----

Expenses 2
Condensed Financial Information 3
The Fund 4
Investment Performance 4
Investment Objective and Policies 5
Purchase of Shares 6
Redemption of Shares 7
Management 9
Tax-Sheltered Retirement Plans 10
Investment Advisor
and Investment Advisory Agreement 10
Administrative Services Agreement 11
Brokerage Allocation 12
Tax Matters 12
Organization and Description of Shares
of the Fund 13
Custodian, Transfer Agent
and Dividend Paying Agent 13
Counsel and Auditors 13
Other Information 14

INVESTMENT ADVISOR
Gintel Asset Management, Inc.
6 Greenwich Office Park
Greenwich, CT 06831

SHAREHOLDER SERVICING AGENT
Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

- --------------------------------------------------------------------------------
GINTEL
________________________________________________________________________________

Gintel Fund

Prospectus

May 1, 1996
(Revised October 21, 1996)

Gintel Group
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

Toll Free
800 344-3092
<PAGE> 16
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1996
(REVISED OCTOBER 21, 1996)

GINTEL FUND

Gintel Fund (the "Fund") is an open-end, non-diversified management
investment company whose investment objective is long-term capital appreciation
with minimum emphasis on current income. The Fund offers and redeems its
shares at net asset value. Investors pay no sales charge or commissions to
purchase Fund shares. The minimum initial investment is $5,000, except for IRA
and Keogh accounts where the minimum initial purchase is $2,000. Minimum
individual initial investments may be waived for omnibus arrangements with
certain broker dealers. There is no minimum for additional investments.

This Statement of Additional Information is not a prospectus. It
should be read in conjunction with the Fund's current Prospectus, a copy of
which may be obtained by writing Gintel Asset Management, Inc. (the "Investment
Advisor") at 6 Greenwich Office Park, Greenwich, CT 06831 or calling (203)
622-6400.

This Statement of Additional Information is related to the Fund's
Prospectus dated May 1, 1996, as revised on October 21, 1996.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Investment Objective and Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Investment Advisor and Investment Advisory Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Administrator and Administrative Services Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Portfolio Transactions and Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Allocation of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Computation of Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Performance Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Shareholder Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Report of Independent Certified Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
</TABLE>

1
<PAGE> 17
INVESTMENT OBJECTIVE AND POLICY

The following information supplements, and should be read in
conjunction with, the section in the Fund's Prospectus entitled "Investment
Objective and Policy".

As described in the Fund's Prospectus, the Fund invests in common
stocks or securities convertible into common stock. As a non-diversified
investment company, the Fund may concentrate its investments in as few as
twelve issues or four industry groups. The Fund will invest in major
corporations whose shares are listed on the New York Stock Exchange or the
American Stock Exchange but it will also invest in non-speculative securities
traded in the Over-the-Counter market provided that such investments do not
exceed 35% of the Fund's total assets at time of purchase. Although the Fund
will have flexibility to invest in a broad range of corporations, it will not
purchase the securities of any corporation with a record of less than three
years continuous operations (including that of predecessors) if such investment
would exceed 5% of the Fund's total assets at time of purchase. Up to 20% of
the Fund's total assets may be invested in foreign securities.

The Fund may lend its portfolio securities to brokers, dealers and
other institutional investors in an amount not to exceed 10% of the Fund's
total assets under circumstances where the borrower of such securities provides
cash or cash equivalents as collateral (such cash equivalents will be limited
to securities issued or guaranteed by the United States Government, its
agencies or instrumentalities) at all times in an amount at least equal to the
value of the borrowed securities, and the Fund will retain the right to obtain
any dividend, interest or other distribution on the securities and any increase
in their market value and reserves the right to terminate such arrangement at
any time (such right of termination may be exercised, among other reasons, to
obtain the return of the securities on loan for the purpose of voting on any
matters considered material by the Fund's management).

Unlike the investment objective of maximizing total investment return
and the investment restrictions set forth below (see "Investment
Restrictions"), which may not be changed without shareholder approval, the
Fund has the right to modify the investment policies described above without
shareholder approval. However, the Fund does not presently contemplate making
any such modifications.

INVESTMENT RESTRICTIONS

The Fund has the following restrictions:

(1) with respect to 50% of its assets, the Fund may
not invest more than 5% of its total assets, at market value, in the
securities of one issuer (except the securities of the United States
Government) and may not purchase 10% of the outstanding voting
securities of a single issuer.

(2) with respect to the other 50% of its assets, the
Fund may not invest more than 25% of the market value of its total
assets in a single issuer.

These two restrictions, hypothetically, could give rise to a portfolio
with as few as twelve issues. To the extent that the Fund's assets
are invested in a smaller number of issues, there may be a greater
risk in an investment in the Fund than in a diversified investment
company.

In addition, the Fund will not:

(1) make loans of money or securities other than (a)
through the purchase of securities in accordance with the Fund's
investment objectives, and (b) by lending portfolio securities in an
amount not to exceed 10% of the Fund's total assets;

(2) buy or sell commodities or commodity futures
contracts;

(3) underwrite securities;

(4) make short sales, except short sales made
"against the box" to defer recognition of taxable gains or losses and
in special arbitrage situations;

(5) invest for the purpose of exercising control or
management;

2
<PAGE> 18
(6) invest more than 5% of its total assets in the
securities of other investment companies or purchase more than 3% of
any other investment company's securities;

(7) invest in restricted securities (securities that
must be registered under the Securities Act of 1933, as amended,
before they may be offered and sold to the public;

(8) participate in a joint investment account;

(9) issue senior securities;

These investment restrictions may not be changed without approval by a
vote of a majority of the Fund's outstanding voting securities. Under the
Investment Company Act of 1940 (the "1940 Act"), such approval requires the
affirmative vote, at a meeting of shareholders, of the lessor of (a) more than
50% of the fund's outstanding shares, or (b) at least 67% of shares present or
represented at the meeting, provided that the holders of more than 50% of the
Fund's outstanding shares are present in person or represented by proxy.

If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage resulting from a change in values or
assets will not constitute a violation of that restriction.

While not fundamental policies, the Fund undertakes to comply with the
following investment restrictions:

(a) investments which are not readily marketable are limited
to 15% of each Fund's average net assets at the time of purchase; included in
this category are "restricted" securities, and any other assets for which an
active and substantial market does not exist at the time of purchase or
substantial market does not exist at the time of purchase or subsequent
valuation; restricted securities for purposes of this limitation do not include
securities eligible for resale pursuant to Rule 144A of the Securities Act of
1933 which have beed determined to be liquid by the Fund's Board of Trustees
based upon the trading markets of the securities;

(b) the Fund may not purchase securities on margin:

(c) the Fund may loan portfolio securities if collateral
values are continuously maintained at no less than 100% by "marking to market"
daily and the practice is fair, just and equitable as determined by a finding
that adequate with provision has been made for margin calls, termination of the
loan, reasonable servicing fees (including finder's fees), voting rights and
dividend rights;

(d) investments in warrants, valued at the lower of cost or
market, may not exceed 5% of the value of the Fund's net assets; included in
such amount, but not to exceed 2% of the value of the Fund's net assets, may be
warrants which are not listed on the New York Stock Exchange or the American
Stock Exchange; and, warrants acquired by the Fund may be deemed to be without
value;

(e) the Fund may not invest in oil, gas and other mineral
leases (excluding readily marketable securities of companies which invest in
oil, gas, and other mineral leases); and

(f) the Fund will not purchase or sell real property
(including limited partnership interests, but excluding readily marketable
interests in real estate investment trusts or readily marketable securities of
companies which invest in real estate).

MANAGEMENT

Reference is made to the Fund's current Prospectus for the names of
the trustees and officers of the Fund and their principal occupations for the
last five years. Interested trustees do not receive trustee's fees. Each of
the other trustees receives an annual fee of $16,500 paid by the Fund plus
expenses for each meeting of the Board and of shareholders which he attends.
The Chairman of the Audit Committee receives an additional annual fee of
$2,500.

Set forth below is information regarding compensation paid the period
from January 1, 1995-December 31, 1995:

<TABLE>
<CAPTION>
Pension or Retirement Estimated Annual
---------------------- ----------------
Name & Position Total Compensation Benefits Accrued as Part Benefits Upon Total Compensation from
- --------------- ------------------ ------------------------ ------------- -----------------------
from Gintel Fund of Fund Expenses Retirement Gintel Fund & Gintel ERISA Fund
---------------- ---------------- ---------- -------------------------------
<S> <C> <C> <C> <C>
Robert M. Gintel (Chairman & C.E.O.) - 0 - $ 0 $ 0 - 0 -
Thomas H. Lenagh (Trustee) $ 8,250 $ 0 $ 0 $ 16,500
Francis J. Palamara (Trustee &
Chairman of Audit Committee) $ 9,500 $ 0 $ 0 $ 19,000
Stephen G. Stavrides (Trustee &
President) - 0 - $ 0 $ 0 - 0 -
Russel R. Taylor (Trustee) $ 8,250 $ 0 $ 0 $ 16,500
</TABLE>

As of February 29, 1996, trustees and officers as a group beneficially
owned 1,011,113 shares of the Fund's common stock which represented 16.4% of
the Fund's outstanding shares.

3
<PAGE> 19
Under the terms of the Massachusetts General Corporation Law, the Fund may
indemnify any person who was or is a trustee, officer or employee of the Fund
to the maximum extent permitted by the Massachusetts General Corporation Law;
provided, however, that any such indemnification (unless ordered by a court)
shall be made by the Fund only as authorized in the specific case upon a
determination that indemnification of such persons is proper in the
circumstances. Such determination shall be made (i) by the Board of Trustees,
by a majority vote of a quorum which consists of trustees who are neither
"interested persons" of the Fund as defined in Section 2(a)(19) of the 1940
Act, nor parties to the proceeding, or (ii) if the required quorum is not
obtainable or if a quorum of such trustees so directs by independent legal
counsel in a written opinion. No indemnification will be provided by the Fund
to any trustee or officer of the Fund for any liability to the Fund or its
shareholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of duty.

INVESTMENT ADVISOR AND
INVESTMENT ADVISORY AGREEMENT

Gintel Asset Management, Inc., (formerly Gintel Equity Management, Inc.),
6 Greenwich Office Park, Greenwich, Connecticut 06831 is the Investment Advisor
to the Fund under an investment advisory agreement (the "Advisory Agreement")
entered into September 6, 1986. The Investment Advisor identifies and analyzes
possible investments for the Fund and determines the amount, timing and form of
such investments. The Investment Advisor has the responsibility of monitoring
and reviewing the Fund's portfolio, and, on a regular basis, to recommend the
ultimate disposition of such investments. It is the Investment Advisor's
responsibility to cause the purchase and sale of securities in the Fund's
portfolio, subject at all times to the policies set forth by the Fund's Board
of Trustees.

The Investment Advisor receives a fee, calculated daily and paid monthly
in arrears, for the performance of its service at an annual rate of 1% (.25%
quarterly) of the average daily net assets of the Fund. The advisory fee is
higher than that paid by most management companies, but is the same as that
charged other clients of the Investment Advisor.

The Investment Advisor's fee will be reduced for any fiscal year by any
amount necessary to prevent Fund expenses and liabilities (exclusive of taxes,
interest, brokerage commissions and extraordinary expenses, determined by the
Fund or the Investment Advisor but inclusive of the Investment Advisor's fee)
from exceeding the most restrictive expense limitations imposed by the
securities laws or regulations of those states or jurisdiction in which the
Fund's shares are registered or qualified for sale. Currently, the most
restrictive of such expense limitation would require the Investment Advisor to
reduce its fee so that ordinary expenses (excluding interest, taxes, brokerage
commissions and extraordinary expenses) for any fiscal year do not exceed 2.5%
of the first $30 million of the Fund's average daily net assets, plus 2.0% of
the next $70 million, plus 1.5% of the Fund's average daily net assets in
excess of $100 million. The amount of any such reduction shall be deducted
from the quarterly advisory fee, or if such amount exceeds the quarterly fee
otherwise payable, the Investment Advisor will repay such excess promptly.

Under the terms of the Agreement, the Fund pays all of its expenses,
including the costs incurred in connection with its maintenance of its
registration under the Securities Act of 1933, as amended, and the 1940 Act,
printing and mailing prospectuses to shareholders, transfer taxes on the sales
of portfolio securities, brokerage commissions, custodial and shareholder
transfer charges, legal and auditing expenses, preparation of shareholder
reports, trustees' fees and expenses, and expenses of trustee and shareholder
meetings.

For the fiscal year ended December 31, 1995, the Fund paid fees to the
Investment Advisor of $928,954. For the fiscal year ended December 31, 1994,
the Fund paid fees to the Investment Advisor of $1,252,354. For the fiscal
year ended December 31, 1993, the Fund paid fees to the Investment advisor of
$1,568,072.

The Agreement may be terminated without penalty on 60 days' written notice
by a vote of the majority of the Fund's Board of Trustees or by the Investment
Advisor, or by holders or a majority of the Fund's outstanding shares. The
Agreement was initially approved by the Fund's Board of Trustees on September
6, 1986 including the affirmative vote of a majority of the trustees who were
not parties to the Agreement nor interested persons of any such party, and by
the sole shareholder of the Fund on September 6, 1986. The Agreement was
continued by the Board of Trustees on February 23, 1992. The Agreement will
continue from year-to-year provided it is approved at least annually, in the
manner stipulated in the 1940 Act. This requires that the Agreement and any
renewal be approved by a vote of the majority of the Fund's trustees who are
not parties thereto or interested persons of any such party, cast in person at
a meeting specifically called for the purpose of voting on such approval.

4
<PAGE> 20
ADMINISTRATOR AND ADMINISTRATIVE SERVICES AGREEMENT

The Administrative Services Agreement provides that in consideration for
the services to be provided by the Distributor and the payment by the
Distributor of substantially all of the Fund's expenses currently paid by the
Fund directly (except the Investment Advisor's fees, the fees paid to the
non-interested Trustees, certain transaction costs and expenses, interest,
taxes and extraordinary expenses) the Distributor will receive a fee calculated
daily and paid monthly in arrears based on average daily net assets during the
preceding quarter at an annual rate of 1.125% of the first $100 million of the
average daily net assets of the Fund and 1.0% of the average daily net assets
in excess of $100 million. The Fund's administrative services fee is higher
than that of most other funds which have an administrator; however, most other
funds bear certain of their own expenses that will be borne by the Distributor
on behalf of the Fund.

The Administrative Services Agreement also permits the Distributor, at
its sole discretion, to use a portion of its fee, in an amount not to exceed
0.25% of the Fund's average daily net assets, to compensate itself as well as
certain other registered broker-dealers or financial institutions for certain
shareholder servicing activities. Therefore, the Administrative Services
Agreement provides that the Distributor, may, from time to time, pay a
shareholder servicing fee to certain registered brokers, including itself for
services provided in connection with the processing of orders for purchase or
redemption of the Fund's shares and certain other persons or entities for
furnishing services to specific shareholder accounts. In addition, the
Distributor may use income from sources other than its fee to compensate
persons for distribution and shareholder servicing or to pay for other
distribution-related expenses.

Pursuant to the terms of the Administrative Services Agreement, the
Distributor will furnish, without cost to the Fund, offices and office services
for the Fund, the services of the President, Secretary, Treasurer and one or
more Vice Presidents of the Fund, and such other personnel and facilities as
are required for the proper conduct of the Fund's affairs and to carry out
their obligations under such Agreement. In addition, the Distributor shall be
responsible for all brokerage commissions in connection with the purchase or
sale of the Fund's portfolio securities (excluding applicable transaction costs
such as Securities and Exchange Commission fees, exchange fees and certain
sales and transfer taxes which will be paid by the Fund). However, brokerage
commissions paid on trades executed through non-affiliated brokers will
continue to be paid by the Fund and credited against the administrative
services fee to be paid to the Distributor. The Distributor or the Fund's
Investment Advisor will pay for all expenses incurred regarding the printing
and distribution of prospectuses and any other promotional or sales literature
used by the Distributor or the Investment Advisor or furnished by the
Distributor or the Investment Advisor to purchasers in connection with the
public offering of the Fund's shares, the expenses of advertising in connection
with such public offering and legal expenses in connection with the foregoing.

Except as set forth below, the Distributor shall pay all expenses of the
Fund, including, without limitations: the charges and expenses of any
registrar, custodian, sub-custodian or depository appointed by the Fund for the
safe keeping of its cash, portfolio securities and other property, and any
stock transfer, dividend or accounting agent or agents appointed by the Fund;
all fees payable by the Fund to federal, state or other governmental agencies;
the costs and expenses of engraving or printing stock certificates, if any,
representing shares of the Fund; all costs and expenses in connection with the
registration and maintenance of registration of the Fund and its shares with
the Securities and Exchange Commission and various states and other
jurisdictions (including filing and legal fees and disbursements of counsel);
the costs and expenses of printing, including typesetting and distributing
prospectuses and statements of additional information of the Fund and
supplements thereto to the Fund's shareholders and to potential shareholders of
the Fund; all expenses of shareholder's meetings and of preparing, printing and
mailing of proxy statements and reports to shareholders; all expenses incident
to the payment of any dividend, distribution, withdrawal or redemption, whether
in shares or in cash; charges and expenses of any outside service used for
pricing of the Fund's shares; routine fees and expenses of legal counsel and of
independent accountants, in connection with any matter relating to the Fund;
postage; insurance premiums on property or personnel (including officers and
trustees) of the Fund which inure to its benefit; and all other charges and
costs of the Fund's operations unless otherwise explicitly assumed by the Fund.
The Fund is responsible for the payment of the following expenses not borne by
the Distributor; (i) the investment advisory fees paid to the Investment
Advisor pursuant to the terms of its Agreement with the Fund, (ii) the fees of
the trustees who are not "interested persons" of the Fund, as defined by the
1940 Act, and travel and related expenses of trustees for attendance at trustee
and shareholder meetings, (iii) certain transaction costs and expenses such as
regulatory agency fees and certain sales and transfer taxes, (iv) interest, (v)
taxes and (vi) extraordinary expenses, if any, including, but not limited to,
legal claims and liabilities and litigation costs and any indemnification
related thereto. Expenses which are attributable to the Fund are charged
against the income of the Fund in determining net income for dividend purposes.

The Investment Advisor and the Distributor have agreed to reduce their
aggregate fees for any fiscal year, or reimburse the Fund, to the extent
required, so that the amount of the ordinary expenses of the Fund paid or
incurred by the Fund does not exceed the expense limitations applicable to the
Fund imposed by the securities laws or regulations of those states or
jurisdictions in which the Fund's shares are registered or qualified for sale.
Expense reductions under state securities laws are unlikely because most of the
expense of the Fund can be expected to be borne by the Distributor.

For the fiscal year ended December 31, 1995, the Fund paid fees to the
Distributor of $1,107,572. For the fiscal year ended December 31, 1994, the
Fund paid fees to the Distributor of $1,439,854. For the four months ended
December 31, 1993, the Fund paid fees to the Distributor of $1,755,572.

5
<PAGE> 21
PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to the supervision of the Board of Trustees, decisions to buy and
sell securities for the Fund are made by the Investment Advisor. The Board of
Trustees has authorized the Fund to use Gintel & Co. Limited Partnership
("Gintel & Co."), on an agency basis, to supervise and to effect a substantial
amount of the portfolio transactions which are executed on the New York and
American Stock Exchanges, Foreign or Regional Exchanges where relevant, or
which are traded in the Over-the Counter market. All such transactions will be
subject to the maximum discount which is presently extended by Gintel & Co. to
the other investment companies advised by the Investment Advisor and other
unaffiliated accounts of the Investment Advisor. Any profits resulting from
brokerage commissions earned by Gintel & Co. as a result of Fund transactions
will accrue to the benefit of the General Partners of Gintel & Co., several of
whom are officers of the Investment Advisor. The Investment Advisory
Agreement does not provide for any reduction in the investment advisory fee as
a result of profits resulting from brokerage commissions effected through
Gintel & Co.

The Board of Trustees has adopted certain procedures incorporating the
standard of Rule 17e-1 issued by the securities and Exchange Commission under
the 1940 Act which requires that the commissions paid to Gintel & Co. must be
"reasonable and fair compared to the commission, fee or other remuneration
received or to be received by other brokers in connection with comparable
transactions involving similar securities during a comparable period of time".
The Rule and the procedures also contain review requirements and require the
Investment Advisor to furnish reports to the Trustees and to maintain records
in connection with such reviews.

The Investment Advisor is further authorized to allocate the orders placed
by it on behalf of the Fund to such unaffiliated brokers who also provide
research or statistical material, or other services to the Fund or the
Investment Advisor for the Fund's use. Such allocation shall be in such
amounts and proportions as the Investment Advisor shall determine and the
Investment Advisor will report on said allocations regularly to the Board of
Trustees indicating the unaffiliated brokers to whom such allocations have been
made and the basis therefore. In addition, the Investment Advisor may consider
sale of shares of the Fund as a factor in the selection of unaffiliated brokers
to execute portfolio transactions for the Fund, subject to the requirements of
best net price and most favorable execution.

In selecting a broker to execute each particular transaction, the
Investment Advisor will take the following into consideration; the best net
price available; the reliability, integrity and financial condition of the
broker; the size and difficulty in executing the order; and the value of the
expected contribution of the broker to the investment performance of the Fund
on a continuing basis. Accordingly, the cost of the brokerage commissions on a
transaction for the Fund, may be greater than that available from other
brokers if the difference is reasonably justified by other aspects of the
portfolio execution services offered. Subject to such policies and procedures
as the Board of Trustees may determine, the Investment Advisor shall not be
deemed to have acted unlawfully or to have breached any duty solely by reason
of its having caused an unaffiliated broker that provides research services to
the Investment Advisor for the Fund's use to be paid an amount of commission
for effecting a portfolio investment transaction in excess of the amount of
commission another broker would have charged for effecting that transaction, if
the Investment Advisor determines in good faith that such amount of commission
was reasonable in relation to the value of the research service provided by
such broker viewed in terms of either that particular transaction or the
Investment Advisor's ongoing responsibilities with respect to the Fund. Under
the Administrative Services Agreement, however, the Distributor and not the
Fund pays all brokerage commissions on securities transactions.

For the fiscal years ended December 31, 1995, 1994 and 1993, the Fund
paid no commissions pursuant to the Administrative Services Agreement with the
Distributor under which all brokerage commissions are paid for by the
Distributor.

ALLOCATION OF INVESTMENTS

The Investment Advisor has other advisory clients which include investment
companies and individuals, trusts, pension and profit sharing funds, some of
which have similar investment objectives to the Fund. As such, there will be
times when the Investment Advisor may recommend purchases and/or sales of the
same portfolio securities for the Fund and its other clients. In such
circumstances, it will be the policy of the Investment Advisor to allocate
purchases and sales among the Fund and its other clients in a manner which the
Investment Advisor deems equitable, taking into consideration such factors as
size of account, concentration of holdings, investment objectives, tax status,
cash availability, purchase cost, holding period and other pertinent factors
relative to each account. Simultaneous transactions could adversely affect the
ability of the Fund to obtain or dispose of the full amount of a security which
it seeks to purchase or sell or the price at which such security can be
purchased or sold.

6
<PAGE> 22
COMPUTATION OF NET ASSET VALUE

The Fund determines the net asset value of its shares at the close of the
New York Stock Exchange, currently 4 p.m., on each day that the Exchange is
open for business and on such other days as there is sufficient trading in the
Fund's securities to affect materially its net asset value per share except for
New Year's Day, President's Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas. Subscriptions to purchase shares of the
Fund received prior to the close of trading on the New York Stock Exchange,
currently 4 p.m., are confirmed at the net asset value determined that day or
on the business day next succeeding the date of receipt, if such orders are
received after the close of trading. The net asset value per share is
determined by dividing the market value of the Fund's securities as of the
close of trading plus any cash or other assets (including dividends and accrued
interest receivable) less all liabilities (including accrued expenses), by the
number of shares outstanding. Portfolio securities are valued at the last sale
price on the securities exchange or national securities market on which such
securities primarily are traded. Securities not listed on an exchange or
national securities market, or securities in which there were no transactions,
are valued at the average of the most recent bid and asked prices. Any
securities or other assets for which recent market quotations are not readily
available are valued at fair value as determined in good faith by the Board of
Trustees. Short-term obligations are valued at amortized costs. Expenses and
fees, including the management fee, are accrued daily and taken into account
for the purpose of determining the net asset value of the Fund shares.

Generally, trading in non-U.S. securities, as well as corporate bonds,
U.S. government securities, money market instruments and repurchase agreements,
is substantially completed each day at various times prior to the close of the
New York Stock Exchange. The values of such securities used in computing the
net asset value of the shares of the Fund are determined as of such times.
Foreign currency exchange rates are also generally determined prior to the
close of the Exchange. Occasionally, events affecting the value of securities
and such exchange rates may occur between the times at which they are
determined and the close of the Exchange, which will not be reflected in the
computation of net asset value. If during such periods events occur which
materially affect the value of such securities, the securities will be valued
at their fair market value as determined in good faith by the trustees.

For purposes of determining the net asset value per share of the Fund all
assets and liabilities initially expressed in foreign currencies will be
converted into U.S. dollars at the mean between the bid and offer prices of
such currencies against U.S. dollars quoted by any major bank.

TAX MATTERS

The following is only a summary of certain additional tax considerations
generally affecting the Fund and its shareholders that are not described in the
Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Fund or its shareholders, and the discussion here and in the
Fund's Prospectus is not intended as a substitute for careful tax planning.

QUALIFICATION AS REGULATED INVESTMENT COMPANY

The Fund has elected to be taxed as a regulated investment company under
subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As
a regulated investment company, the Fund is not subject to federal income tax
on the portion of its net investment income (i.e., taxable interest, dividends
and other taxable ordinary income, net of expenses) and capital gain net income
(i.e., the excess of capital gains over capital losses) that it distributes to
shareholders, provided that it distributes at least 90% of its investment
company taxable income (i.e., net investment income and the excess of net
short-term capital gain over net long-term capital loss) for the taxable year
(the "Distribution Requirement"), and satisfies certain other requirements of
the Code that are described below. Distributions by the Fund made during the
taxable year or, under specified circumstances, within twelve months after the
close of the taxable year, will be considered distributions of income and gains
of the taxable year and can therefore satisfy the Distribution Requirement.

In addition to satisfying the Distribution Requirement, a regulated
investment company must: (1) derive at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans, gains
from the sale or other disposition of stock or securities or foreign currencies
(to the extent such currency gains are directly related to the regulated
investment company's principal business of investing in stock or securities)
and other income (including but not limited to gains from options, futures or
forward contracts) derived with respect to its business of investing in such
stock, securities or currencies (the "Income Requirement"); and (2) derive less
than 30% of its gross income (exclusive of certain gains on designated hedging
transactions that are offset by realized or unrealized losses on offsetting
positions) from the sale or other disposition of stock, securities or foreign
currencies (or options, futures or forward contracts thereon) held for less
than three months (the "Short-Short Gain Test"). However, foreign currency
gains, including those derived from options, futures and forwards, will not in
any event be characterized as Short-Short Gain if they are directly related to
the regulated investment company's investments in stock or securities (or
options or futures thereon). Because of the Short-Short Gain Test, the Fund
may have to limit the sale of appreciated securities that it has held for less
than three months; however, the Short-Short Gain Test will not prevent the
Fund from disposing of investments at a loss, since the recognition of a loss
before the expiration of the three-month holding period is disregarded for this
purpose. Interest (including original issue discount) received by the Fund at
maturity or upon the disposition of a security held for less than three months
will not be treated as gross income derived from the sale or other disposition
of such security within the meaning of the Short-Short Gains Test. However,
income that is attributable to realized market appreciation will be treated as
gross income from the sale or other disposition of securities for this purpose.

7
<PAGE> 23
In general, gain or loss recognized by the Fund on the disposition of an
asset will be capital gain or loss. However, gain recognized on the
disposition of a debt obligation (other than a municipal obligation) purchased
by the Fund at a market discount (generally, at a price less than its principal
amount) will be treated as ordinary income to the extent of the portion of the
market discount which accrued during the period of time the Fund held the debt
obligation. In addition, under the rules of the Code Section 988, gain or loss
recognized on the disposition of a debt obligation denominated in a foreign
currency or an option with respect thereto (but only to the extent attributable
to changes in foreign currency exchange rates), and gain or loss recognized on
the disposition of a foreign currency forward contract, futures contract,
option or similar financial instrument, or of foreign currency itself, except
for regulated futures contracts or non-equity options subject to Code Section
1256 (unless the Fund elects otherwise), will generally be treated as ordinary
income or loss.

In general, for purposes of determining whether capital gain or loss
recognized by the Fund on the disposition of an asset is long-term or
short-term, the holding period of the asset may be affected if (1) the asset is
used to close a "short-sale" (which includes for certain purposes the
acquisition of a put option) or is substantially identical to another asset so
used, (2) the asset is otherwise held by the Fund as part of a "straddle"
(which term generally excludes a situation where the asset is stock and the
Fund grants a qualified covered call option (which, among other things, must
not be deep-in-the-money) with respect thereto or (3) the asset is stock and
the Fund grants an in-the-money qualified covered call option with respect
thereto. However, for purposes of the Short-Short Gain Test, the holding
period of the asset disposed of may be reduced only in the case of clause (1)
above. In addition, the Fund may be required to defer the recognition of a
loss on the disposition of an asset held as part of a straddle to the extent of
any unrecognized gain on the offsetting position.

Treasury regulations permit a regulated investment company, in determining
its investment company taxable income and net capital gain (i.e., the excess of
net long-term capital gain over net short-term capital loss) for any taxable
year, to elect (unless it has made a taxable year election for excise tax
purposes as discussed below) to treat all or part of any net capital loss, any
net long-term capital loss or any net foreign currency loss incurred after
October 31 as if it had been incurred in the succeeding year.

In addition to satisfying the requirements described above, the Fund must
satisfy an asset diversification test in order to qualify as a regulated
investment company. Under this test, at the close of each quarter of the
Fund's taxable year, at least 50% of the value of the fund's assets must
consist of cash and cash items, U.S. Government securities, securities of other
regulated investment companies, and securities of other issuers (as to which
the Fund has not invested more than 5% of the value of the Fund's total assets
in securities of such issuer and as to which the Fund does not hold more than
10% of the outstanding voting securities of such issuer), and no more than 25%
of the value of its total assets may be invested in the securities of any one
issuer (other than U.S. Government securities and securities of other regulated
investment companies), or in two or more issuers which the Fund controls and
which are engaged in the same or similar trades or businesses.

If for any taxable year the Fund does not qualify as a regulated
investment company, all of its taxable income (including its net capital gain)
will be subject to tax at regular corporate rates without any deduction for
distributions to shareholders, and such distributions will be taxable as
ordinary dividends to the extent of the Fund's current and accumulated earnings
and profits. Such distributions generally will be eligible for the
dividends-received deduction in the case of corporate shareholders.

EXCISE TAX ON REGULATED INVESTMENT COMPANIES

A 4% non-deductible excise tax is imposed on a regulated investment
company that fails to distribute in each calendar year an amount equal to 98%
of ordinary taxable income for the calendar year and 98% of capital gain net
income for the one-year period ended on October 31 of such calendar year (or,
at the election of a regulated investment company having a taxable year ending
November 30 or December 31, for its taxable year (a "taxable year election").
The balance of such income must be distributed during the next calendar year.
For the foregoing purpose, a regulated investment company is treated as having
distributed any amount of which it is subject to income tax for any taxable
year ending in such a calendar year.

For purposes of this excise tax, a regulated investment company shall: (1)
reduce its capital gain net income (but not below its net capital gain) by the
amount of any net ordinary loss for the calendar year; and (2) exclude foreign
currency gains and losses incurred after October 31 of any year (or after the
end of its taxable year if it has made a taxable year election) in determining
the amount of ordinary taxable income for the current calendar year (and,
instead, include such gains and losses in determining ordinary taxable income
for the succeeding calendar year).

The Fund intends to make sufficient distributions or deemed distributions
of its ordinary taxable income and capital gain net income prior to the end of
each calendar year to avoid liability for the excise tax. However, investors
should note that the Fund may in certain circumstances be required to liquidate
portfolio investments to make sufficient distributions to avoid excise tax
liability.

8
<PAGE> 24
FUND DISTRIBUTIONS

The Fund anticipates distributing substantially all of its investment
company taxable income for each taxable year. Such distributions will be
taxable to shareholders as ordinary income and treated as dividends for Federal
income tax purposes, but they will qualify for the 70% dividends-received
deductions for corporations only to the extent discussed below.

The Fund may either retain or distribute to shareholders it net capital
gain for each taxable year. The Fund currently intends to distribute any such
amounts. If net capital gain is distributed and designated as a capital gain
dividend, it will be taxable to shareholders as long-term capital gain,
regardless of the length of time the shareholder has held his shares or whether
such gain was recognized by the Fund prior to the date on which the shareholder
acquired his shares or whether such gain was recognized by the Fund prior to
the date on which the shareholder acquired his shares. The Code provides,
however, that under certain conditions only 50% of the capital gain recognized
upon the Fund's disposition of domestic "small business" stock will be subject
to tax.

Conversely, if the Fund elects to retain its net capital gain, the Fund
will be taxed thereon (except to the extent of any available capital loss
carryovers) at the 35% corporate tax rate. If the Fund elects to retain its
net capital gain, it is expected that the Fund also will elect to have
shareholders of record on the last day of its taxable year treated as if each
received a distribution of his pro rata share of such gain, with the result
that each shareholder will be required to report his pro rata share of such
gain on his tax return as long-term capital gain, will receive a refundable tax
credit for his pro rata share of tax paid by the Fund on the gain, and will
increase the tax basis for his shares by an amount equal to the deemed
distribution less the tax credit.

Ordinary income dividends paid by the Fund with respect to a taxable year
will qualify for the 70% dividends-received deduction generally available to
corporations (other than corporations, such as "S" corporations, which are not
eligible for the deduction because of their special characteristics and other
than for purposes of special taxes such as the accumulated earnings tax and the
personal holding company tax) to the extent of the amount of qualifying
dividends received by the Fund from domestic corporations for the taxable year.
A dividend received by the Fund will not be treated as a qualifying dividend
(1) if it has been received with respect to any share of stock that the Fund
has held for less than 46 days (91 days in the case of certain preferred
stock), excluding for this purpose, under the rules of Code Section 246(c)(3)
and (4): (i) any day more than 45 days (or 90 days in the case of certain
preferred stock) after the date on which the stock becomes ex-dividend and (ii)
any period during which the Fund has an option to sell, is under a contractual
obligation to sell, has made and not closed a short sale of, is the grantor of
a deep-in-the-money or otherwise nonqualified option to buy, or has otherwise
diminished its risk of loss by holding other positions with respect to, such
(or substantially identical ) stock; (2) to the extent that the Fund is under
an obligation (pursuant to a short sale or otherwise) to make related payments
with respect to positions in substantially similar or related property; or (3)
to the extent the stock on which the dividend is paid is treated as
debt-financed under the rules of Code Section 246A. Moreover, the
dividends-received deduction for a corporate shareholder may be disallowed or
reduced (i) if the corporate shareholder fails to satisfy the foregoing
requirements with respect to its shares of the Fund or (ii) by application of
Code Section 246(b) which in general limits the dividends-received deduction to
70% of the shareholder's taxable income (determined without regard to the
dividends-received deduction and certain other items).

Alternative minimum tax ("AMT") is imposed in addition to, but only to the
extent it exceeds, the regular tax is computed at a maximum marginal rate of
28% for noncorporate taxpayers and 20% for corporate taxpayers on the excess of
the taxpayer's alternative minimum taxable income ("AMTI") over an exemption
amount. In addition, under the Superfund Amendments and Reauthorization Act of
1986, a tax is imposed for taxable years beginning after 1986 and before 1996
at the rate of 0.12% on the excess of a corporate taxpayer's AMTI (determined
without regard to the deduction for this tax and the AMT net operating loss
deduction) over $2 million. For purposes of the corporate AMT and the
environmental superfund tax (which are discussed above), the corporate
dividends received deduction is not itself an item of tax preference that must
be added back to taxable income or is otherwise disallowed in determining a
corporation's AMTI. However, corporate shareholders will generally be required
to take the full amount of any dividend received from the Fund into account
(without a dividends-received deduction) in determining its adjusted current
earnings, which are used in computing an additional corporate preference item
(i.e., 75 % of the excess of a corporate taxpayer's adjusted current earnings
over its AMTI (determined without regard to this item and theAMT net operating
loss deduction)) includable in AMTI.

Investment income that may be received by the Fund from sources within
foreign countries may be subject to foreign taxes withheld at the source. The
United States has entered into tax treaties with many foreign countries which
entitle the Fund to a reduced rate of, or exemption from, taxes on such income.
It is impossible to determine the effective rate of foreign tax in advance
since the amount of the Fund's assets to be invested in various countries is
not known.

Distributions by the Fund which do not constitute ordinary income
dividends or capital gain dividends will be treated as a return of capital to
the extent of (and in reduction of ) the shareholder's tax basis in his shares;
any excess will be treated as gain from the sale of his shares, as discussed
below.

9
<PAGE> 25
Distributions by the Fund will be treated in the manner described above
regardless of whether such distributions are paid in cash or reinvested in
additional shares of the Fund (or of another fund). Shareholders receiving a
distribution in the form of additional shares will be treated as receiving a
distribution in an amount equal to the fair market value of the shares
received, determined as of the reinvestment date. In addition, if the net
asset value at the time a shareholder purchases shares of the Fund reflects
undistributed net investment income or recognized capital gain net income, or
unrealized appreciation in the value of the assets of the Fund, distributions
of such amounts will be taxable to the shareholder in the manner described
above, although such distributions economically constitute a return of capital
to the shareholder.

Ordinarily, shareholders are required to take distributions by the Fund
into account in the year in which the distributions are made. However,
dividends declared in October, November, or December of any year and payable to
shareholders of record on a specified date in such a month will be deemed to
have been received by the shareholders (and made by the Fund) on December 31 of
such a calendar year if such dividends are actually paid in January of the
following year. Shareholders will be advised annually as to the U.S. federal
income tax consequences of distributions made (or deemed made) during the year.

The Fund will be required in certain cases to withhold and remit to the U.
S. Treasury 31% of ordinary income dividends and capital gain dividends, and
the proceeds of redemption of shares, paid to any shareholder (1) who has
provided either an incorrect tax identification number or no number at all, (2)
who is subject to backup withholding by the Internal Revenue Service for
failure to report the receipt of interest or dividend income properly, or (3)
who has failed to certify to the Fund that it is not subject to backup
withholding or that it is a corporation or other "exempt recipient."

SALE OR REDEMPTION OF SHARES

A shareholder will recognize gain or loss on the sale or redemption of
shares of the Fund in an amount equal to the difference between the proceeds of
the sale or redemption and the shareholder's adjusted tax basis in the shares.
All or a portion of any loss so recognized may be disallowed if the
shareholder purchases other shares of the Fund within 30 days before or after
the sale or redemption. In general, any gain or loss arising from (or treated
as arising from) the sale or redemption of shares of the Fund will be
considered capital gain or loss and will be long-term capital gain or loss if
the shares were held for longer than one year. However, any capital loss
arising from the sale or redemption of shares held for six months or less will
be treated as a long-term capital loss to the extent of the amount of capital
gain dividends received on such shares. For this purpose, the special holdings
period rules of Code Section 246(c)(3) and (4) (discussed above in connection
with the dividends-received deduction for corporations) generally will apply in
determining the holding period of shares. Under current law long-term capital
gains of noncorporate taxpayers are taxed at a maximum rate 11.6% lower than
the maximum rate applicable to ordinary income. Capital losses in any year are
deductible only to the extent of capital gains plus, in the case of a
noncorporate taxpayer, $3,000 of ordinary income.

FOREIGN SHAREHOLDERS

Taxation of a shareholder who, as to the United States, is a
nonresident alien individual, foreign trust or estate, foreign corporation, or
foreign partnership ("foreign shareholder") depends on whether the income from
the Fund is "effectively connected" with a U.S. trade or business carried on by
such shareholder.

If the income from the Fund is not effectively connected with a U.S.
trade or business carried on by a foreign shareholder, ordinary income
dividends paid to a foreign shareholder will be subject to U.S. withholding tax
at the rate of 30% (or lower treaty rate) upon the gross amount of the
dividend. Such a foreign shareholder would generally be exempt from U.S.
Federal income tax on gains realized on the sale of shares of the Fund, capital
gain dividends and amounts retained by the Fund that are designated as
undistributed capital gains.

If the income from the Fund is effectively connected with a U.S. trade
or business carried on by a foreign shareholder, then ordinary income dividends
, capital gain dividends,and any gains realized upon the sale of shares of the
Fund will be subject to U.S. federal income tax at the rates applicable to U.S.
citizens or domestic corporations.

In the case of foreign noncorporate shareholders, the Fund may be
required to withhold U. S. federal income tax at a rate of 31% on distributions
that are otherwise exempt from withholding tax (or taxable at a reduced treaty
rate) unless such shareholders furnish the Fund with proper notification of its
foreign status.

The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein. Foreign shareholders are urged to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in the
Fund, including the applicability of foreign taxes.

EFFECT OF FUTURE LEGISLATION; LOCAL TAX CONSIDERATIONS

The foregoing general discussion of U.S. federal income tax
consequences is based on the Code and the Treasury Regulations issued
thereunder as in effect on the date of this Statement of Additional
Information. Future legislative or administrative changes or court

10
<PAGE> 26
decisions may significantly change the conclusions expressed herein, and any
such changes or decisions may have a retroactive effect with respect to the
transactions contemplated herein.

Rules of state and local taxation of ordinary income dividends and
capital gain dividends from regulated investment companies often differ from
the rules for U.S. federal income taxation described above. Shareholders are
urged to consult their tax advisers as to the consequences of these and other
state and local tax rules affecting investment in the Fund.

PERFORMANCE INFORMATION

For the purposes of quoting and comparing the performance of the Fund
to that of other mutual funds and to stock or other relevant indices in
advertisements or in reports to Shareholders, performance will be stated in
terms of total return, rather than in terms of yield. Under the rules of the
Securities and Exchange Commission, funds advertising performance must include
total return quotes calculated according to the following formula:

n
P(1+T) = ERV

Where: P = a hypothetical initial payment of
$1,000

T = average annual total return

n = number of years (1,5 or 10)

ERV = Ending redeemable value of a
hypothetical $1,000 payment made at
the beginning of the 1, 5 or 10
year periods at the end of the 1,5,
10 year periods (or fractional
portion thereof).

Under the foregoing formula the time periods used in advertising will
be based on rolling calendar quarters, updated to the last day of the most
recent quarter prior to submission of the advertising for publication, and will
cover one, five, and ten year periods or a shorter period dating from the
effectiveness of the Fund's registration statement. Total return or "T" in the
formula above, is computed by finding the average annual compounded rates of
return over the 1, 5 and 10 year periods (or fractional portion thereof) that
would equate the initial amount invested to the ending redeemable value.

The total return of the Fund for the period from December 31, 1985
through December 31, 1995 was as follows:

- ending redeemable value of initial $1,000 investment
pursuant to SEC rules: $2,492

The total return of the Fund for the five-year period from December
31, 1989 through December 31, 1995 was as follows:

- ending redeemable value of initial $1,000 investment
pursuant to SEC rules: $1,609

The total return of the Fund for the one-year period from December 31,
1994 through December 31, 1995 was as follows:

- ending redeemable value of initial $1,000 investment
pursuant to SEC rules: $1,310

SHAREHOLDER REPORTS

Shareholders will receive reports at least semi-annually showing the
Fund's holdings and other information. In addition, shareholders will receive
annual financial statements audited by Richard A. Eisner & Company, LLP, the
Fund's independent auditors.

11
<PAGE> 27
REPORT OF INDEPENDENT AUDITORS

Board of Trustees and Shareholders
Gintel Fund
Greenwich, Connecticut

We have audited the statement of net assets of the Gintel Fund as of December
31, 1995, and the related statement of operations for the year then ended,
statements of changes in net assets for each of the years in the two-year
period then ended, and the condensed financial information for each of the
years in the five-year period then ended. These financial statements and
condensed financial information are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and condensed 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
condensed 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, 1995, 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 condensed financial information
enumerated above present fairly, in all material respects, the financial
position of Gintel Fund as of December 31, 1995, the results of its operations
for the year then ended, the changes in its net assets for each of the years in
the two-year period then ended, and the condensed financial information for
each of the years in the five-year period then ended, in conformity with
generally accepted accounting principles.

Richard A. Eisner & Company, LLP

New York, New York
January 22, 1996

12
<PAGE> 28
GINTEL FUND Statement of Net Assets As of December 31, 1995

<TABLE>
<CAPTION>
NUMBER
OF MARKET
SHARES COST** VALUE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON STOCKS

FOREST PRODUCTS - PAPER (9.7%)
------------------------------
150,000 Union Camp Corporation $6,750,336 $7,143,750
52,500 Weyerhaeuser Company 2,101,374 2,270,625

MORTGAGE INVESTMENTS (8.5%)
---------------------------
225,000 Capstead Mortgage Corporation 2,932,500 5,146,875
25,000 Federal National Mortage Association 834,712 3,103,125

COPPER PRODUCER (8.0%)
----------------------
125,000 Phelps Dodge Corporation 7,623,777 7,781,250

SECURITY PROTECTION SYSTEMS (7.7%)
----------------------------------
200,000 Checkpoint Systems, Inc. 1,567,464 7,475,000

DIVERSIFIED INDUSTRIES (7.3%)
-----------------------------
700,000 Chart Industries, Inc. 3,205,420 5,337,500
25,000 Johnson Controls, Inc. 1,195,850 1,718,750

TEXTILE - APPAREL (4.5%)
------------------------
665,000 Oneita Industries, Inc.+* 8,414,133 4,322,500
HEALTH CARE (4.0%)
------------------
50,000 Schering-Plough Corporation 540,155 2,737,500
75,000 GranCare, Inc.* 1,058,736 1,087,500

SAVINGS & LOAN (3.8%)
---------------------
120,000 Charter One Financial Corporation 868,021 3,675,000

DIVERSIFIED CHEMICAL PRODUCER (3.6%)
------------------------------------
50,000 E.I. du Pont de Nemours and Company 2,798,852 3,493,750

CONSTRUCTION & ENGINEERING (3.3%)
---------------------------------
48,000 Fluor Corporation 2,223,496 3,168,000

MANUFACTURING (2.9%)
--------------------
100,000 The Singer Co. N.V. 2,497,273 2,787,500

OILFIELD SERVICES (2.6%)
------------------------
115,500 Newpark Resources, Inc.* 2,108,758 2,569,875

CONGLOMERATE (1.8%)
-------------------
50,000 Tyco International LTD 1,278,937 1,781,250

BROADCAST EQUIPMENT (1.7%)
--------------------------
100,000 Vertex Communications Corporation* 1,550,000 1,687,500

SPECIALTY RETAILING(1.2%)
-------------------------
75,000 Price/Costco, Inc.* 1,011,187 1,143,750

</TABLE>

13
<PAGE> 29
GINTEL FUND Statement of Net Assets (continued) As of December 31, 1995

POWER TOOLS (1.1%)
------------------
30,000 The Black & Decker Corporation 750,260 1,057,500

ENVIRONMENTAL SERVICES (0.8%)
-----------------------------
100,000 OHM Corporation* 693,749 737,500

FOOD EQUIPMENT (0.4%)
---------------------
7,000 Premark International, Inc. 292,000 354,375

Miscellaneous Securities*** (4.1%) 3,516,405 3,981,687

- --------------------------------------------------------------------------------------------------------------------

Total Common Stocks (78.2%) 56,509,957 75,679,562
- --------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT
- --------------------------------------------------------------------------------------------------------------------
CASH EQUIVALENTS

2,044,000 Chase Securities, Inc. Repurchase Agreement
5.35% due 1/2/96(Collateralized by U.S.
Government Obligations) 2,044,000 2,044,000
- --------------------------------------------------------------------------------------------------------------------
Total Cash Equivalents (2.1%) 2,044,000 2,044,000
- --------------------------------------------------------------------------------------------------------------------
Total Investments (80.3%) $58,553,957 77,723,562
Receivable from short sales (18.4%) =========== 17,798,554
Other assets net of liabilities (1.3%) 1,216,741
- --------------------------------------------------------------------------------------------------------------------
Net Assets Applicable to Outstanding Shares (100.0%) $96,738,857
====================================================================================================================

Net asset value per share-based on 6,295,777 shares of
beneficial interest (offering and redemption price) $15.37
====================================================================================================================
</TABLE>

* Non-income producing investments
** Cost basis for Federal income tax purposes
*** Includes 19 investments, some of which are non-income producing
investments.
+ Robert Gintel is Chairman of the Board of Oneita Industries and owns 16% of
its common stock. As a result, Oneita may be deemed to be an affiliate of the
Fund.

The accompanying notes to financial statements are an integral part hereof.

14
<PAGE> 30
GINTEL FUND Statement of Operations Year Ended December 31, 1995

<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends $ 1,811,480
Interest 197,749
-----------
Total investment income 2,009,229
EXPENSES:
Administrative services fee (Note D) $1,107,572
Investment advisory fee (Note C) 928,954
Trustees' fees 27,453
State taxes 5,276
----------
Total expenses 2,069,255
-----------

NET INVESTMENT LOSS (60,026)
NET REALIZED GAIN ON INVESTMENTS 5,682,632
NET INCREASE IN UNREALIZED APPRECIATION OF INVESTMENTS 19,306,875
----------
NET GAIN ON INVESTMENTS 24,989,507
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $24,929,481
===========
</TABLE>

The accompanying notes to financial statements are an integral part hereof.

15
<PAGE> 31
GINTEL FUND Statements of Changes in Net Assets Year Ended December 31

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
OPERATIONS:
Net investment income (loss) $ (60,026) $ 329,828
Net realized gain on investments 5,682,632 1,062,638
Net increase (decrease) in unrealized appreciation
of investments 19,306,875 (21,596,352)
----------- -----------
Net increase (decrease) in net assets from operations 24,929,481 (20,203,886)

DISTRIBUTIONS TO SHAREHOLDERS:
Investment income (51,107) (321,331)
Net realized gains from investment (5,689,197) (829,794)
----------- -----------
Net decrease from distributions (5,740,304) (1,151,125)

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares issued 1,577,646 3,780,624
Reinvestment of dividends 3,363,935 723,070
Cost of shares repurchased (15,669,171) (30,981,707)
Net decrease from capital ----------- -----------
share transactions (10,727,590) (26,478,013)

Total Increase (Decrease) 8,461,587 (47,833,024)
Net Assets - Beginning of Year 88,277,270 136,110,294
----------- -----------
Net Assets - End of Year $96,738,857 $88,277,270
=========== ===========
NET ASSETS CONSIST OF:
Capital Stock $78,314,870 $89,042,460
Undistributed net investment losses (266,292) (155,159)
Undistributed net realized gains
from security transactions 54,050 60,615
Unrealized appreciation (depreciation) on investments 18,636,229 (670,646)
----------- -----------
$96,738,857 $88,277,270
=========== ===========
</TABLE>

The accompanying notes to financial statements are an integral part hereof.

16
<PAGE> 32
GINTEL FUND Condensed Financial Information
(Per Share Income and Capital Changes*) Year Ended December 31

<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Year $12.46 $15.11 $16.45 $13.48 $12.75

Income from
Investment Operations
Net investment income (loss) (.01) .04 (.06) .09 .32
Net realized and unrealized
gain (loss) on securities 3.86 (2.53) .37 3.23 1.66
- ----------------------------------------------------------------------------------------------------------------------
Total from Investment Income 3.85 (2.49) .31 3.32 1.98
- ----------------------------------------------------------------------------------------------------------------------

Less: Distributions
Net investment income .01 .04 .10 .31
Capital gains .93 .12 1.65 .25 .94
- ----------------------------------------------------------------------------------------------------------------------
Total Distributions .94 .16 1.65 .35 1.25
- ----------------------------------------------------------------------------------------------------------------------

Net Asset Value, End of Year $15.37 $12.46 $15.11 $16.45 $13.48
======================================================================================================================

Total Return 31.0% -16.5% 2.0% 24.7% 15.6%
- ----------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net assets, end of year $96,738,857 $88,277,270 $136,110,294 $164,620,218 $77,408,444
Ratio of operating expenses to
average net assets (Note D) 2.3%** 2.4%** 2.2%** 1.7%** 1.4%
Ratio of net investment
income (loss) to average net assets (.1%) .3% (.3%) .9% 1.9%
Portfolio turnover rate 55.4% 69.6% 50.8% 56.0% 66.3%
Shares outstanding, end of year 6,295,777 7,085,466 9,008,802 10,009,980 5,741,424
</TABLE>

* The above per share information is based upon a daily average of shares
outstanding, which has been restated to reflect the 5.241835/1 split on
September 25, 1992
** The Fund's expense ratio includes brokerage commissions on portfolio
transactions paid for under the Fund's Administrative Services fee, and,
therefore, may appear higher than those of other mutual funds as well as
for the Fund in prior years. Other mutual funds do not include brokerage
commissions in their operating expenses, but instead add them to the cost
of securities purchased or deduct them from the proceeds of securities
sold.

The accompanying notes to financial statements are an integral part hereof.

17
<PAGE> 33
GINTEL FUND Notes to Financial Statements December 31, 1995

(NOTE A) -- ORGANIZATION:

The Gintel Fund (the "Fund") is a Massachusetts business trust formed under
the laws of the Commonwealth of Massachusetts with authority to issue an
unlimited number of shares of beneficial interest.

(NOTE B) -- SIGNIFICANT ACCOUNTING POLICIES:

1. Security Valuation:
Investments in securities are valued at the last reported sales price on the
last business day of the period, or in the absence of a recorded sale, at the
mean of the closing bid and asked price on that date. Short-term investments
are valued at cost which approximates market value.

2. Federal Income Taxes:
It is the Fund's policy to comply with the requirements of the Internal Revenue
Code applicable to regulated investment companies and to distribute
substantially all of its taxable income and long-term gains to its
shareholders. Therefore, only a nominal Federal income tax provision is
required.

3. Other:
As is common in the industry, security transactions are accounted for on the
trade date. Dividend income and distributions to shareholders are recorded on
the ex-dividend date.

Realized gain or loss on security transactions is determined on the basis of
first-in, first-out or specific identification.

(NOTE C) -- INVESTMENT ADVISORY AGREEMENT:
The Fund has entered into an Investment Advisory Agreement with Gintel Equity
Management, Inc., a related party, which provides for an annual fee of 1% to be
paid quarterly, based on the daily value of the Fund's net assets during the
preceding quarter. The fee will be reduced for any fiscal year, if the Fund's
expenses, as defined, exceed certain limitations.

(NOTE D) -- ADMINISTRATIVE SERVICES AGREEMENT:
The Fund has entered into an Administrative Services Agreement which provides
that in consideration for the services provided by Gintel & Co., the Fund's
Distributor and a related party, and the payment by the Distributor of
substantially all of the Fund's expenses, including but not limited to
brokerage commissions and operating expenses (but excluding the Investment
Advisor's fees, the fees paid to non-interested Trustees, certain transaction
costs, interest, taxes and extraordinary expenses), the Distributor will
receive a fee payable at the beginning of each quarter based on average daily
net assets during the preceding quarter, at an annual rate of 1.25% of the
first $50 million of the average daily net assets of the Fund, 1.125% of the
next $50 million of the average daily net assets and 1.0% of the average daily
net assets in excess of $100 million.

18
<PAGE> 34

GINTEL FUND Notes to Financial Statements -- continued December 31, 1995

(NOTE E) -- LINE OF CREDIT:
The Fund has a bank line of credit of $15,000,000. Interest is payable at
prime. Loans are collateralized by securities owned by the Fund. At December
31, 1995 the Fund had no outstanding borrowings.

(NOTE F) -- OTHER MATTERS:
1. Investments
<TABLE>
<S> <C>
Unrealized appreciation at December 31, 1995 $34,420,670
Unrealized depreciation at December 31, 1995 (6,111,603)
-----------
$28,309,067
===========
</TABLE>

The above totals include a net unrealized gain of approximately $9,139,000 on
securities sold short which have been offset against long positions.

FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<S> <C>
Purchases of securities other than short-term investments $47,225,369
Sales of securities other than short-term investments $56,654,292
</TABLE>

2. Capital Stock: (in shares)

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994
------------------ -----------------
<S> <C> <C>
Shares issued 115,098 268,160
Shares reinvested 220,009 58,265
Shares repurchased (1,124,796) (2,249,761)
----------- ----------
Net decrease (789,689) (1,923,336)
=========== ==========
</TABLE>