ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
WINTHROP FOCUS FUNDS
140 Broadway, New York, NY 10005
2. Name of each series or class of funds for which this notice is filed:
Winthrop Growth Fund, Winthrop Aggressive Growth Fund,
Winthrop Fixed Income Fund, Winthrop Growth and Income Fund,
Winthrop Municipal Trust Fund
3. Investment Company Act File Number: 812-9390
Securities Act File Number: 33-3706
4. Last day of fiscal year for which this notice is filed: 10/31/95
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration: ( )
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series
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: 0
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the
fiscal year:
10,030,597 shares $130,578,779
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
10,030,597 shares $130,578,779
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
1,224,333 shares $14,815,991
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): $ 130,578,779
------------------------------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + 14,815,991
------------------------------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- 71,480,829
-------------------------------------
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable):
+ 0
--------------------------------------
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable):
73,913,941
--------------------------------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6):
x .000200
--------------------------------------
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
$14,782.79
======================================
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (II), (III), (IV) AND
(V) ONLY IF THE FORM IS BEING FILED WITHIN 60 DAYS
AFTER THE CLOSE OF THE ISSUER'S FISCAL YEAR. SEE
INSTRUCTION C.3.
13. CHECK BOX IF FEES ARE BEING REMITTED TO THE COMMISSION'S
LOCKBOX DEPOSITORY AS DESCRIBED IN SECTION 3A OF THE
COMMISSION'S RULES 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:
11/15/95
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/ Martin Jaffe
Martin Jaffe, Treasurer
Date 11/14/95
* Please print the name and title of the signing officer
below the signature.
November 14, 1995
Winthrop Focus Funds,
140 Broadway,
New York, New York 10005.
Dear Sirs:
You have requested our opinion in connection with the
notice which you propose to file pursuant to Rule 24f-2 under the
Investment Company Act of 1940 with respect to 11,254,930 of your
shares of beneficial interest, $.01 par value (the "Shares").
As your counsel, we are familiar with your
organization and status as a trust and the validity of your Shares.
We advise you that, in our opinion, the Shares are
legally and validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws
of the United States and the laws of the Commonwealth of Massachusetts
and we are expressing no opinion as to the effect of the laws of any other
jurisdiction.
We have relied as to certain matters on information
obtained from public officials, your officers and other sources believed
by us to be responsible.
We consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the notice referred
to above.
In giving such consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section
7 of the Securities Act of 1933.
Very truly yours,
/s/ Sullivan & Cromwell
SULLIVAN & CROMWELL
