U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer:
Gintel Fund
6 Greenwich Office Park
Greenwich, Connecticut 06831
2. Name of each series or class of funds for which this notice is filed:
NONE
3. Investment Company Act File Number: 811-3115
Securities Act File Number: 2-70207
4. Last day of fiscal year for which this notice is filed: December 31,
1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
NOT APPLICABLE
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.5):
NOT APPLICABLE
7. Number and aggregate sale price of securities of the same class or
series sold during the fiscal year which had been registered under the
Securities Act of 1933 other than pursuant to rule 24f-2 in a prior
fiscal year, but which remained unsold at the beginning of the fiscal
year:
NONE
8. Number and aggregate sale price of securities registered during the
fiscal year other than pursuant to rule 24f-2:
NONE
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number of securities sold during the fiscal year: 2,055,324
Aggregate sale price of securities sold during the fiscal year:
42,947,300
<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of securities sold during the fiscal year: 2,055,324
Aggregate sale price of securities sold during the fiscal year:
42,947,300
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number of DRIP securities sold during the fiscal year: 575,000
Aggregate sale price of DRIP securities sold during the fiscal year:
10,384,683
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $ 42,947,300
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 10,384,683
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 13,476,618
(iv) Aggregate price of shares redeemed or
repurchased and applied as a reduction
to filing fees pursuant to rule 24e-2
(if applicable): + 0
(v) Net aggregate sale price of securities
sold during the fiscal year in reliance
on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)]
(if applicable): 39,855,365
(vi) Multiplier prescribed by Section 6(b)
under the Securities Act of 1933 or
other applicable law or regulation (see
Instruction C.6): / 3300
(vii) Fee due [line (v) multiplied by line (vi)]: 12,077.38
=========
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rule of
Informal and Other Procedures (17 CFR 202.3a).
[x]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 27, 1997
-2-
<PAGE>
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated:
By (Signature and Title)* /s/ Stephen G. Stavrides
--------------------------
Stephen G. Stavrides,
President and Treasurer
Date: February 28, 1997
*Please print the name and title of the signing office below the signature
-3-
Kramer, Levin, Naftalis & Frankel
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
Arthur H. Aufses III Monica C. Lord Sherwin Kamin
Thomas D. Balliett Richard Marlin Arthur B. Kramer
Jay G. Baris Thomas E. Molner Maurice N. Nessen
Philip Bentley Thomas H. Moreland Founding Partners
Saul E. Burian Ellen R. Nadler Counsel
Barry Michael Cass Gary P. Naftalis _____
Thomas E. Constance Michael J. Nassau
Michael J. Dell Michael S. Nelson Martin Balsam
Kenneth H. Eckstein Jay A. Neveloff Joshua M. Berman
Charlotte M. Fischman Michael S. Oberman Jules Buchwald
David S. Frankel Paul S. Pearlman Rudolph de Winter
Marvin E. Frankel Susan J. Penry-Williams Meyer Eisenberg
Alan R. Friedman Bruce Rabb Arthur D. Emil
Carl Frischling Allan E. Reznick Maxwell M. Rabb
Mark J. Headley Scott S. Rosenblum James Schreiber
Robert M. Heller Michele D. Ross Counsel
Philip S. Kaufman Max J. Schwartz _____
Peter S. Kolevzon Mark B. Segall
Kenneth P. Kopelman Judith Singer M. Frances Buchinsky
Michael Paul Korotkin Howard A. Sobel Abbe L. Dienstag
Shari K. Krouner Jeffrey S. Trachtman Ronald S. Greenberg
Kevin B. Leblang Jonathan M. Wagner Debora K. Grobman
David P. Levin Harold P. Weinberger Christian S. Herzeca
Ezra G. Levin E. Lisk Wyckoff, Jr. Jane lee
Larry M. Loeb Pinchas Mendelson
Lynn R. Saidenberg
Special Counsel
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FAX
(212) 715-8000
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WRITER'S DIRECT NUMBER
(212)715-9100
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February 27, 1997
Gintel Fund
6 Greenwich Office Park
Greenwich, CT 06830
Re: Gintel Fund
Registration No. 2-70207
------------------------
Gentlemen:
We have acted as counsel to Gintel Fund, a Massachusetts business trust (the
"Trust"), in connection with the public offering of the Fund's shares of
beneficial interest with no par value and on various other securities and
general matters. We understand that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, the Trust has registered an indefinite number of shares of
beneficial interest under the Securities Act of 1933. We further understand
that, pursuant to the provisions of Rule 24f-2, the Trust is filing with the
Securities and Exchange Commission the Notice attached hereto making definite
the registration of shares of beneficial interest, (the "Shares") sold in
reliance upon Rule 24f-2 during the fiscal year ended December 31, 1996.
We have reviewed, insofar as it relates or pertains to the Trust, the Trust's
Registration Statement on Form N-1A filed with the Securities and Exchange
Commission under the Securities Act of 1933 and the Investment Company Act of
1940, as amended to the date hereof, pursuant to which Shares were sold (the
"Registration Statement"). We have also examined originals or copies certified
or otherwise identified to our satisfaction of such documents, trust records and
other instruments we have deemed necessary or appropriate
<PAGE>
Kramer, Levin, Naftalis & Frankel
Gintel Fund
February 27, 1997
Page 2
for the purpose of this opinion. For purposes of such examination, we have
assumed the genuineness of all signatures and original documents and the
conformity to the original documents of all copies submitted.
We are members only of the New York Bar and do not purport to be experts on the
laws of any other state. Our opinion herein as to Massachusetts law is based
upon a limited inquiry thereof which we have deemed appropriate under the
circumstances.
Based upon the foregoing, we are of the opinion that the Shares have been duly
and validly authorized and, assuming that the Shares have been issued and sold
in accordance with the Trust's Declaration of Trust and Registration Statement,
the Shares which the Rule 24f-2 Notice attached hereto makes definite in number
were legally issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Rule 24f-2 Notice attached
hereto.
Very truly yours,
/s/ Kramer, Levin, Naftalis & Frankel
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