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: December 31,
1995
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
<PAGE>
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number of securities sold during the fiscal year: 10,686
Aggregate sale price of securities sold during the fiscal year: 276,201
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: 10,686
Aggregate sale price of securities sold during the fiscal year: 276,201
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: 11,305
Aggregate sale price of DRIP securities sold
during the fiscal year: 319,573
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold $ 276,201
during the fiscal year in reliance on
rule 24f-2 (from Item 10):
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 319,573
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 9,115,210
(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): (8,519,436)
(vi) Multiplier prescribed by Section 6(b)
under the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): 1/2900 x .00034483
(vii) Fee due [line (v) multiplied by line
(vi)]: 0
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<PAGE>
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).
NOT APPLICABLE [ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
NOT APPLICABLE
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 21, 1996
*Please print the name and title of the signing office below the
signature
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KRAMER, LEVIN, NAFTALIS, NESSEN, KAMIN & FRANKEL
9 1 9 T H I R D A V E N U E
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
FAX
(212) 715-8000
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WRITER'S DIRECT NUMBER
(212) 715-9116
February 22, 1996
Gintel ERISA Fund
6 Greenwich Office Park
Greenwich, CT 06830
Re: Gintel ERISA Fund
Registration No. 2-74268
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 December
31, 1995.
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.
<PAGE>
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,
Nesson, Kamin & Frankel
