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 ERISA 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: 811-3279
Securities Act File Number: 2-74268
4. Last day of fiscal year for which this notice is filed: September 27, 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: 12,259
Aggregate sale price of securities sold during the fiscal year: 380,091
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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: 12,259
Aggregate sale price of securities sold during the fiscal year: 380,091
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: 410,671
Aggregate sale price of DRIP securities sold during the
fiscal year: 9,679,504
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): $ 380,091
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable): + 9,679,504
(iii) Aggregate price of shares redeemed or repurchased
during the fiscalyear (if applicable): - 3,767,712
(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): 6,291,883
(vi) Multiplier prescribed by Section 6(b) under the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): 1/3300 x .00030303
(vii) Fee due [line (v) multiplied by line (vi)]: 1,907
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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:
November 18, 1996
2
<PAGE>
SIGNATURES
This report has been signed below by the following person(s) on behalf of
the issuer and in the capacities and on the date(s) indicated:
By (Signature and Title)* /s/ Stephen G. Stavrides
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Stephen G. Stavrides, President and Treasurer
Date: November 18, 1996
*Please print the name and title of the signing official below
the signature
Kramer, Levin, Naftalis & Frankel
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
FAX
(212) 715-8000
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WRITER'S DIRECT NUMBER
(212)715-9100
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November 18, 1996
Gintel ERISA Fund
6 Greenwich Office Park
Greenwich, CT 06830
Re: Gintel ERISA Fund
Registration No. 2-74268
Dear Ladies/Gentlemen:
We have acted as counsel to Gintel ERISA 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
September 27, 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 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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