<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Winthrop Focus Funds
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
.................................................................
2) Aggregate number of securities to which transaction
applies:
.................................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):
.................................................................
4) Proposed maximum aggregate value of transaction:
.................................................................
5) Total fee paid:
.................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.................................................................
2) Form, Schedule or Registration Statement No.:
.................................................................
3) Filing Party:
.................................................................
4) Date Filed:
.................................................................
<PAGE>
<PAGE> 1
WINTHROP FOCUS FUNDS
December 12, 1995
Dear Shareholder:
You are cordially invited to attend a Special Meeting of
Shareholders ("Special Meeting") of the Winthrop Focus Funds ("Winthrop")
at 10:00 A.M., New York time on February 7, 1996 at the offices of
Donaldson, Lufkin & Jenrette Securities Corporation (the "Distributor"),
140 Broadway, 39th Floor, New York, New York 10005.
The Board of Trustees of Winthrop (the "Board") have determined
that it is in the best interest of Winthrop (currently comprised of five
separate portfolios or "Funds", the Growth Fund, the Fixed Income Fund, the
Aggressive Growth Fund, the Growth and Income Fund and the Municipal Trust
Fund) and its shareholders to establish a new distribution structure which
will provide investors with alternative purchase options. The proposed
structure (the "Alternative Purchase Plan") as recommended by the Board
involves (i) the establishment of two classes of shares for each Fund,
Class A shares subject to an initial sales charge and Class B shares
subject to a contingent deferred sales charge upon redemption, (ii) the
adoption of new 12b-1 Plans and new Distribution Agreements to implement
the Plans, and (iii) the conversion of existing shares of Winthrop into the
new Class A shares. The Board believes that implementation of the
Alternative Purchase Plan will benefit current shareholders through a
reduction in each shareholder's pro rata share of operating expense. As
more fully described in the accompanying proxy statement, upon conversion
of existing shares to the new Class A shares the annual distribution fees
applied will be reduced from up to .50 of 1% to .30 of 1% of average daily
net assets. Furthermore, by providing investors with a broader choice when
purchasing, the Board of Trustees believe that more investment dollars will
be attracted to each Fund, which may result in increased assets and
additional cost savings due to economies of scale. There can be no
assurance that such a result will be obtained or can be maintained.
The purpose of the Special Meeting is to ask you to consider
and vote on certain proposals which require your approval to implement the
Alternative Purchase Plan. They are (i) approval to amend Winthrop's
Declaration of Trust to permit the issuance of multiple classes of shares,
(ii) approval to convert existing shares to Class A shares and (iii)
approval of Class A distribution plans. At the Special Meeting you will
also be asked to elect Trustees and to ratify the selection of Ernst &
Young LLP as independent auditors.
The enclosed Proxy Statement provides detailed information
concerning the proposals and should be read carefully. AFTER CAREFUL
CONSIDERATION OF A NUMBER OF FACTORS, INCLUDING THE BENEFITS TO
SHAREHOLDERS OF WINTHROP FROM THE EXPECTED REDUCTION IN OPERATING COSTS,
YOUR BOARD OF TRUSTEES
<PAGE>
<PAGE> 2
HAS APPROVED THE IMPLEMENTATION OF THE ALTERNATIVE PURCHASE PLAN AS BEING
IN THE BEST INTEREST OF WINTHROP'S SHAREHOLDERS AND RECOMMENDS THAT YOU
VOTE FOR EACH OF THE PROPOSALS AT THE SPECIAL MEETING.
If approved, existing shares of Winthrop would automatically
convert to Class A shares of the same Fund at net asset value (WITHOUT the
imposition of any additional sales charges) upon commencement of the public
offering of Class A shares.
You are requested to give this matter your prompt attention.
Please sign, date and mail the accompanying Proxy as soon as possible to
ensure its receipt before the Special Meeting. A return envelope has been
provided for your convenience. Thank you.
Very truly yours,
Carl B. Menges
Chairman and President
<PAGE>
<PAGE> 1 DRAFT OF NOVEMBER 29, 1995
WINTHROP FOCUS FUNDS
140 BROADWAY
NEW YORK, NEW YORK 10005
--------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
--------------------------
To our Shareholders:
Notice is hereby given that a Special Meeting of Shareholders
of Winthrop Focus Funds ("Winthrop"), will be held at 10:00 a.m. on
February 7, 1996, at the offices of Donaldson, Lufkin & Jenrette Securities
Corporation, 140 Broadway, 39th Floor, New York, New York 10005, for the
following purposes:
1. To elect Trustees.
2. To approve amendments to Winthrop's Declaration of Trust
to authorize the creation of multiple classes of shares.
3. To approve conversion of existing shares of each Fund to
Class A shares of that Fund.
4. To approve Plans of Distribution with respect to Class A
shares of Winthrop.
5. To ratify the selection by the Board of Trustees of Ernst
& Young LLP as independent auditors for the year ending October 31,
1996.
6. To transact such other business as may properly come
before the Meeting or any adjournment thereof.
Only shares of beneficial interest of Winthrop of record at the
close of business on December 6, 1995 are entitled to notice of and to vote
at this Meeting or any adjournment thereof.
MARTIN JAFFE
Secretary
Dated: December 12, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-
<PAGE>
<PAGE> 2
ADDRESSED, STAMPED ENVELOPE. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO
THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING YOUR
PROXY PROMPTLY.
<PAGE>
<PAGE> 3
WINTHROP FOCUS FUNDS
140 BROADWAY
NEW YORK, NEW YORK 10005
--------------------------
PROXY STATEMENT
--------------------------
This Proxy Statement is furnished by the Board of Trustees of
Winthrop Focus Funds, a Massachusetts business trust ("Winthrop") in
connection with its solicitation of proxies for use at a Special Meeting of
Shareholders (the "Meeting") of its five series, the Growth Fund, the Fixed
Income Fund, the Aggressive Growth Fund, the Growth and Income Fund and the
Municipal Trust Fund (collectively, the "Funds") to be held at 10:00 a.m.
on February 7, 1996 at 140 Broadway, 39th Floor, New York, New York, 10005.
The purpose of the Meeting and the matters to be acted upon are set forth
in the accompanying Notice of Special Meeting.
Winthrop's most recent Annual Report has previously been sent
to shareholders and may be obtained without charge by calling (800) 225-
8011 or by writing to Winthrop at 140 Broadway, New York, New York 10005.
If the accompanying form of Proxy is executed and properly
returned, shares represented by it will be voted at the Meeting in
accordance with the instructions on the Proxy. However, if no instructions
are specified, shares will be voted for the election of Trustees and for
each of the other proposals. A Proxy may be revoked at any time prior to
the time it is voted by written notice to the Secretary of Winthrop or by
attendance at the Meeting. If sufficient votes to approve one or more of
the proposed items are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative
vote of a majority of those shares present at the Meeting or represented by
proxy. When voting on a proposed adjournment, the persons named as proxies
will vote for the proposed adjournment all shares that they are entitled to
vote with respect to each item, unless directed to disapprove the item, in
which case such shares will be voted against the proposed adjournment.
If a Proxy that is properly executed and returned accompanied
by instructions to withhold authority to vote represents a broker "non-
vote" (that is, a Proxy from a broker or nominee indicating that such
person has not received instructions from the beneficial owner or other
<PAGE>
<PAGE> 2
person entitled to vote shares on a particular matter with respect to which
the broker or nominee does not have discretionary power), it will have a
different effect on the outcome of a vote on a proposal depending on
whether the proposal requires a majority of votes cast for approval or a
majority of the total shares outstanding. With respect to matters to be
determined by a majority of the votes cast on such matters, the shares
represented thereby will be considered present for purposes of determining
the existence of a quorum for the transaction of business but, not being
cast, will have no effect on the outcome of such matters. With respect to
matters requiring the affirmative vote of a majority of the total shares
outstanding, an abstention or broker non-vote will be considered present
for purposes of determining the existence of a quorum but will have the
effect of a vote against such matters.
The close of business on December 6, 1995 has been fixed as the
record date for the determination of shareholders entitled to notice of,
and to vote at, the Meeting. On that date, Winthrop had [total number of
shares] shares of beneficial interest outstanding and entitled to vote,
consisting of [number of Growth Fund shares] Growth Fund shares, [number of
Aggressive Growth Fund shares] Aggressive Growth Fund shares, [number of
Fixed Income Fund shares] Fixed Income Fund shares, [number of Growth and
Income Fund shares] Growth and Income Fund shares, and [number of
Municipal Trust Fund shares] Municipal Trust Fund Shares (each, a "Fund").
Each share will be entitled non-cumulatively, to one vote on all matters to
come before the Meeting. It is expected that the Notice of Special
Meeting, Proxy Statement and form of Proxy will first be mailed to
Shareholders on or about December 19, 1995.
Wood, Struthers & Winthrop Management Corp. manages accounts
over which it has discretionary power to vote or dispose of securities held
in the accounts and which accounts hold in the aggregate more than 5% of
each Fund. Other than Wood, Struthers & Winthrop Management Corp.,
management does not know of any person or group who owned beneficially 5%
or more of the outstanding Shares of beneficial interest of the Growth
Fund, the Fixed Income Fund, the Aggressive Growth Fund or the Growth and
Income Fund as of December 6, 1995. As of December 6, 1995, Robert
Winthrop, c/o Wood, Struthers & Winthrop Management Corp., 140 Broadway New
York, New York 10005, is a shareholder of record and beneficial owner of
more than 5% of the Municipal Trust Fund. Donaldson Lufkin & Jenrette
Securities Corporation Inc., P.O. Box 2052, Jersey City, New Jersey
<PAGE>
<PAGE> 3
07303-9998, is the only other shareholder of record known to Management to
own over 5% of the Municipal Trust Fund.
The expense of solicitation will be borne 50% by Winthrop and
50% by Wood, Struthers & Winthrop Management Corp., each Fund's Adviser
(the "Adviser"), and will include reimbursement of brokerage firms and
others for expenses in forwarding proxy solicitation material to beneficial
owners. The solicitation of proxies will be largely by mail. The Board of
Trustees of Winthrop has authorized management to retain [proxy
solicitation firm], a proxy solicitation firm, to assist in the
solicitation of proxies for this Meeting. This cost, including specified
expenses, is not expected to exceed $23,000 and will be borne 50% by
Winthrop and 50% by the Adviser. In addition, solicitation may include,
without cost to Winthrop, telephonic, telegraphic or oral communication by
regular employees of Donaldson, Lufkin & Jenrette Securities Corporation,
Winthrop's Distributor (the "Distributor"), and its affiliates.
Wood, Struthers & Winthrop Management Corp., 140 Broadway, New
York, New York 10005, provides investment advisory and management services
under an Advisory Agreement dated as of June 16, 1993. Donaldson, Lufkin &
Jenrette Securities Corporation, 140 Broadway, New York, New York 10005,
acts as the distributor of each of the Funds. Winthrop's transfer agent is
Fund/Plan Services, Inc., P.O. Box 874 (#2 Elm Street), Conshohocken,
Pennsylvania 19428.
<PAGE>
<PAGE> 4
ELECTION OF TRUSTEES
(For consideration by all Funds voting jointly)
(Proposal No. 1)
At the meeting thirteen Trustees will be elected to hold office
for a term of unlimited duration until their successors are elected and
qualify. It is the intention of the persons named in the accompanying form
of Proxy to vote for the election of Carl B. Menges, G. Moffet Cochran,
James A. Engle, Robert L. Bast, John J. Halsey, Stig Host, Peter F. Krogh,
Dennis G. Little, William H. Mathers, James L. McCabe, John J. Sheehan,
William C. Simpson, and Stephen K. West, all of whom are currently members
of the Board of Trustees. Each of the nominees has consented to be named
in this Proxy Statement and to serve as a Trustee if elected. All of the
Trustees, except for Mr. Cochran, have previously been elected by
shareholders.
The Board of Trustees has no reason to believe that any of the
nominees named above will become unavailable for election as a Trustee, but
if that should occur before the Meeting, Proxies will be voted for such
persons as the Board of Trustees may recommend.
Winthrop's By-Laws provide that Winthrop will not be required
to hold meetings of shareholders if the election of Trustees is not
required under the Investment Company Act of 1940, as amended (the
"Investment Company Act"). It is the present intention of the Board of
Trustees of Winthrop not to hold annual meetings of shareholders unless
such shareholder action is required. Accordingly, Trustees elected at the
Special Meeting will hold office until Winthrop is required by law to hold
an election of Trustees and successor Trustees are elected and qualify.
<PAGE>
<PAGE> 5
INFORMATION REGARDING TRUSTEES
<TABLE>
<CAPTION>
Name, age, business experience Shares of Beneficial
during the past five years and Position with Interest owned at
directorships Winthrop December 6, 1995
<S> <C> <C>
<F1>Carl B. Menges (65), Chairman Chairman of the Growth: 29,736
of the Board of the Adviser Board of Trustees Aggressive Growth:
with which he has been and President; 37,593
associated since before 1987. Trustee since
He is also Vice Chairman of 1986
Donaldson, Lufkin & Jenrette,
Inc, with which he has been
associated since prior to 1987.
<F1>G. Moffet Cochran (45), Trustee since Growth:
President and Chief Executive 1994 4,264
Officer of the Adviser with Fixed Income: 3,252
which he has been associated Aggressive Growth:
since 1992. Prior to his 17,318
association with Winthrop and Municipal Trust:
the Adviser, Mr. Cochran was a 2,053
Senior Vice President with
Bessemer Trust Companies.
*James A. Engle (36) is a Vice President Growth: 661
Managing Director and Chief and Trustee; Fixed Income: 3,308
Investment Officer of the Trustee since Aggressive Growth:
Adviser with which he has been 1992 3,316
associated since prior to 1987. Growth and Income:
18,901
Municipal Trust:
13,847
Robert L. Bast (70), is a Trustee since Aggressive Growth:
Partner of Reed Smith Shaw & 1992 62,475
McClay, with which he has been
associated since prior to 1987.
John J. Halsey (76), is a Trustee since Aggressive Growth:
private investor and retired 1992 69
Director of Management
Sciences, General Foods Corp.
with which he has been
associated since prior to 1987.
Stig Host (69), is Chairman of Trustee since Growth: 5,397
the Board of Kriti Exploration, 1992 Fixed Income: 50,007
Inc., Kriti Properties and Aggressive Growth:
Development Corp. and 12,289
International Marine Sales, Growth and Income:
Inc., a Trustee of Alliance 1,659
International Fund, Alliance Municipal Trust:
Global Environmental Fund, 1,075
Alliance New Europe Fund and
Alliance Canadian Fund and a
Director of Florida Fuels, Inc.
Peter F. Krogh (58), retired Trustee since Growth: 760
Dean, School of Foreign 1986
Service, Georgetown University,
Washington, D.C., with which he
has been associated since prior
to 1987. He has been moderator
of "Great Decisions", a foreign
affairs series, author of
numerous articles relating to
international issues for
professional publications and
serves on the board of the
Carlisle Company and several
world affairs organizations.
<PAGE>
Dennis G. Little (60), is the Trustee since Growth and Income:
former Executive Vice President 1992 486
and Chief Financial Officer of
Textron Inc. (conglomerate).
William H. Mathers (81), Of Trustee since Growth and Income:
Counsel to the law firm of 1992 11,514
Chadbourne & Parke, with which Municipal Trust:
he has been associated since 2,139
prior to 1987.
James L. McCabe (52), is Trustee since Fixed Income: 82,212
President of McCabe Capital 1992 Aggressive Growth:
Managers, Ltd. (registered 31,928
investment adviser) with which Growth and Income:
he has been associated since 3,126
prior to 1987.
John J. Sheehan (65), Trustee since Aggressive Growth:
consultant to Financial Data 1992 10,200
Processing with which he has
been associated since 1989.
Prior thereto, he was Director
of National Accounts, Financial
Industry Group of Electronic
Data Systems Corporation with
which he had been associated
since 1988. Prior thereto, he
was President of M-Tech
Northeast Corporations
(financial data processing)
with which he had been
associated since prior to 1987.
William C. Simpson (76), former Trustee since Growth: 3,098
President and Director of Royal 1992 Aggressive Growth:
Insurance Companies with which 2,898
he has been associated since Growth and Income:
prior to 1987. 1,775
<F1>Stephen K. West (67), is a Trustee since Aggressive Growth:
partner of Sullivan & Cromwell, 1992 1,436
counsel to Winthrop, with which
he has been associated since
prior to 1987.
<FN>
<F1> Indicates "interested" Trustee, as defined in the Investment Company
Act.
</FN>
</TABLE>
The Trustees and officers of Winthrop as a group owned
beneficially [number of Trustees' Growth Fund Shares] shares of the Growth
Fund, [number of Trustees' Aggressive Growth Fund shares] shares of the
Aggressive Growth Fund, [number of Trustees' Fixed Income Fund Shares]
shares of the
<PAGE>
<PAGE> 8
Fixed Income Fund, [number of Trustees' Growth and Income Fund Shares]
shares of the Growth and Income Fund, and [number of Trustees' Municipal
Trust Fund shares] shares of the Municipal Trust Fund, representing less
than 1% of the outstanding shares of each Fund.
The Trustees of Winthrop who are officers or employees of the
Adviser or any of its affiliates receive no remuneration from Winthrop.
Each of the Trustees who are not affiliated with the Adviser will be paid a
$1,200 fee for each board meeting attended and $500 for each Audit
Committee meeting attended. For the year ended October 31, 1995, such
remuneration totaled $63,600.
The following table sets forth the aggregate compensation paid
by Winthrop for the fiscal year ended October 31, 1995 to the Trustees who
are not affiliated with the Manager and the aggregate compensation paid to
such Trustees for service on Winthrop's board and that of all other funds
managed by the Adviser (the "Fund Complex") for the fiscal year ended
October 31, 1995.
<TABLE>
<CAPTION>
Compensation Table
Pension or
Retirement Total
Benefits Accrued Compensation From
Aggregate As Part of Estimated Annual Winthrop and Fund
Compensation From Winthrop's Benefits Upon Complex Paid to
Name and Position Winthrop Expenses Retirement Trustees
<S> <C> <C> <C> <C>
Robert L. Bast
(Trustee) $6000 None N/A $6000
John J. Halsey
(Trustee) $7500 None N/A $7500
Stig Host
(Trustee) $7500 None N/A $7500
Peter F. Krogh
(Trustee) $7500 None N/A $7500
Dennis G. Little
(Trustee) $4800 None N/A $4800
William H.
Mathers
(Trustee) $7500 None N/A $7500
James L. McCabe
(Trustee) $4800 None N/A $4800
John J. Sheehan
(Trustee) $6000 None N/A $6000
William C.
Simpson
(Trustee) $6000 None N/A $6000
Stephen K. West
(Trustee) $6000 None N/A $6000
</TABLE>
<PAGE>
<PAGE> 9
There were four regular meetings and one special meeting of
Winthrop's Board of Trustees held during the fiscal year ended October 31,
1995. The Board of Trustees presently has an Audit Committee, the members
of which are Messrs. Halsey, Host, Krogh and Mathers, all non-interested
Trustees of Winthrop. The Audit Committee met two times during the fiscal
year ended October 31, 1995. The Audit Committee makes recommendations to
the full Board with respect to the engagement of independent accountants
and reviews with the independent accountants the plan and result of the
audit engagement and matters having a material adverse effect upon
Winthrop's financial operations. The Board also has a Nominating
Committee, comprised of all of the non-interested Trustees (as defined in
the Investment Company Act) (the "Disinterested Trustees"), which seeks and
proposes candidates for election to the Board of Trustees. The Nominating
Committee did not meet during the fiscal year ended October 31, 1995. The
Nominating Committee (1) selects and recommends to the full Board of
Trustees nominees for election as Trustees and (2) proposes and recommends
to the full Board of Trustees the terms of compensation for trustees. The
Committee is prepared to review suggestions from shareholders for
nominations to fill any trusteeships. Such suggestions from shareholders
should be in writing and addressed to the Committee at Winthrop's offices.
The Committee expects to be able to identify from its own resources an
ample number of qualified trustees.
During the fiscal year ended October 31, 1995, no Trustee
attended fewer than 75% of the aggregate total number of meetings of the
Board of Trustees and any committees thereof of which such Trustee was a
member.
The following sets forth information with respect to the
principal executive officers of Winthrop (unless otherwise specified, the
address of each of the following persons is 140 Broadway, New York, New
York 10005):
The executive officers of Winthrop, other than as shown above
are: Roger W. Vogel, Vice President, having held office since 1993; Cathy
A. Jameson, Vice President, having held office since 1986; Sam M.
D'Agostino, Vice President, having held office since 1992; Martin Jaffe,
Vice President, Treasurer and Secretary, having held office since 1986;
Marybeth B. Leithead, Vice President, having held office since 1993; and
Hugh M. Neuburger, Vice President,
<PAGE>
<PAGE> 10
having held office since 1995. Mr. Vogel is 38 years old and has been a
Senior Vice President of the Adviser since July, 1993. Prior to his
becoming associated with Winthrop and the Adviser, Mr. Vogel was a Vice
President with Chemical Banking Corp. Ms. Jameson is 41 years old and a
Senior Vice President of the Adviser with which she has been associated
since prior to 1990. Mr. D'Agostino is 70 years old and is a Vice
President and Mutual Fund Compliance Director of Alliance Capital
Management Corporation with which he has been associated since prior to
1990. Mr. Jaffe is 49 years old and is a Managing Director, Treasurer and
Chief Operating Officer of the Adviser with which he has been associated
since prior to 1990. Ms. Leithead is 32 years old and a Vice President of
the Adviser, with which she has been associated since prior to 1990. Mr.
Neuburger is 52 years old and a Senior Vice President of the Adviser, with
which he has been associated since March, 1995. Prior to his association
with Winthrop and the Adviser, Mr. Neuburger was the President of Hugh M.
Neuburger, Inc., a consulting firm. The executive officers of Winthrop are
approved annually by the Board of Trustees.
Required Vote
Trustees must be elected by a vote of a majority of the shares
cast at the meeting in person or by proxy and entitled to vote thereupon,
provided that a quorum is present. THE BOARD OF TRUSTEES RECOMMENDS A VOTE
"FOR" ALL OF THE NOMINEES.
<PAGE>
<PAGE> 11
APPROVAL OF A PROPOSAL TO AMEND
WINTHROP'S DECLARATION OF TRUST
TO PERMIT THE ISSUANCE OF MULTIPLE CLASSES OF SHARES
(For consideration by shareholders of each Fund voting
separately)
(Proposal No. 2)
The Adviser and the Distributor are establishing an alternative
purchase plan (the "Alternative Purchase Plan") which will permit Winthrop
to provide investors with the option of purchasing shares either subject to
a contingent deferred sales charge (as is presently the case) or with an
initial sales charge. On October 19, 1995, the Board of Trustees of
Winthrop, including a majority of the Disinterested Trustees, considered
the Alternative Purchase Plan and an amendment to the Declaration of Trust
of Winthrop in order to implement the Alternative Purchase Plan. In so
doing, the Board of Trustees considered several factors, including that the
implementation of the Alternative Purchase Plan would (i) enable investors
to choose the purchasing option which better suits their individual
situation, thereby encouraging current shareholders to make additional
investments in Winthrop and attracting new investors and assets to Winthrop
to the benefit of Winthrop and its shareholders, (ii) facilitate
distribution of Winthrop's shares, and (iii) maintain the competitive
position of Winthrop in relation to other funds that have implemented or
are seeking to implement similar distribution arrangements. The Board of
Trustees is recommending that shareholders of Winthrop approve an amendment
to Winthrop's Declaration of Trust to permit the issuance by Winthrop of
multiple classes of shares. A copy of the proposed amendment to the
Declaration of Trust is attached hereto as Exhibit A.
Under the Alternative Purchase Plan, as presently contemplated,
each Fund of Winthrop will initially offer two classes of its shares of
beneficial interest, par value $.01 per share, which may be purchased at a
price equal to the next determined net asset value per share plus a sales
charge which, at the election of the purchaser, may be imposed (i) at the
time of purchase (Class A shares) or (ii) on a contingent deferred basis
(Class B shares). Class B shares will be subject to a higher annual
distribution fee than Class A shares. Distribution fees are paid out of a
Fund's assets whereas sales charges (including contingent deferred sales
charges) are paid by the investor. These alternatives will permit an
investor to chose the method of purchasing shares that is more beneficial
given the amount
<PAGE>
<PAGE> 12
of the purchase, the length of time the investor expects to hold the shares
and other circumstances.
Each Class A share and Class B share of a particular Fund will
represent an identical legal interest in that Fund's investment portfolio
and have the same rights, except that each Class will bear certain expenses
specifically related to the distribution of its shares. Although the legal
rights of Class A and Class B shares will be identical, it is likely that
the different expenses borne by each class will result in different net
asset values and dividends. In general, expenses will be allocated to the
class to which they relate. Class B shares will bear the expenses of a
higher distribution fee which will cause the Class B shares to have a
higher expense ratio and to pay lower dividends than the Class A shares.
Each Class will have exclusive voting rights with respect to its plan of
distribution adopted pursuant to Rule 12b-1 under the Investment Company
Act. The two Classes of each Fund will also have different exchange
privileges. Upon any liquidation of a Fund, holders of Class B shares may
receive less than holders of Class A shares as a result of higher
accumulated expenses from the Class B distribution fee.
Class A Shares
Upon implementation of the Alternative Purchase Plan, Class A
shares will be sold at the next determined net asset value per share with
an initial sales charge of up to 4 3/4% subject to certain reductions as
set forth in Winthrop's Prospectus. Generally, there will be no contingent
deferred sales charge upon redemption of Class A shares except for shares
sold without an initial sales charge and (subject to approval of Proposal
3) existing shares of Winthrop converted into Class A shares. In addition,
the Class A shares will be subject to a distribution fee at the annual rate
of .30 of 1% of the average daily net asset value of the Class A shares
pursuant to plans of distribution adopted pursuant to Rule 12b-1 under the
Investment Company Act (the "Class A Plans"). See Proposal 4 below. The
Class A plan will be approved by the initial sole shareholder of Class A
shares of each Fund and, as discussed in Proposal 4, must be approved by
the existing shareholders of each Fund.
Class B Shares
Class B shares will be issued and sold at the next determined
net asset value per share subject to a contingent deferred sales charge
(declining from 4% to zero) imposed upon certain redemptions of shares, as
set forth in the
<PAGE>
<PAGE> 13
Prospectus of Winthrop. In addition, Class B shares will be subject to a
distribution fee at an annual rate of 1% of the average daily net assets of
the Class B shares pursuant to plans of Distribution adopted pursuant to
Rule 12b-1 under the Investment Company Act (the "Class B Plans"). The
Class B Plans will be approved by the initial sole shareholder of Class B
shares of each Fund and will be submitted for approval to the Class B
shareholders of each Fund at the first meeting of such shareholders after
the implementation of the Alternative Purchase Plan and the public offering
of Class B shares.
If the shareholders approve the proposed amendments to the
Declaration of Trust, each Fund's shares will be classified into an
unlimited number of authorized Class A shares and an unlimited number of
authorized Class B shares. The shares of each Fund currently issued and
outstanding (subject to approval of Proposals 3 and 4) will be converted
into Class A shares and will not be subject to any charge as a result of
such conversion, however, if these shares are currently subject to a
contingent deferred sales charge, then they will continue to be subject to
the same contingent deferred sales charge at the same rate and for the same
periods of time as if such shares had not converted to Class A shares.
Current shareholders will benefit from implementation of the Alternative
Purchase Plan because upon conversion of their shares from the existing
class to Class A, the distribution fee will decline from up to .50 of 1% of
average daily net assets to .30 of 1% of average daily net assets. See
Proposal 4. Furthermore, by providing investors with a broader choice as
to the method of purchasing shares, the Board of Trustees believes that
more investment dollars will be attracted to each Fund which will benefit
the holders of both Classes of shares by facilitating the management of
each portfolio and by reducing the operating expense ratio of each Fund.
The exchange privileges of Class A and Class B shares will
differ. Class A shares of each Fund will be exchangeable for Class A
shares of another Fund of Winthrop or of the Winthrop Opportunity Funds,
Alliance Government Reserves or Alliance Municipal Trust. Class B shares
of each Fund will be exchangeable for Class B shares of another Fund or of
the Winthrop Opportunity Funds or shares of the Alliance Government
Reserves or Alliance Municipal Trust and Class B shares held for 8 years
will automatically convert to Class A shares of the same Fund.
The proposed amendment to the Declaration of Trust will also
permit the Board of Trustees to classify and reclassify shares of each Fund
into additional classes of
<PAGE>
<PAGE> 14
that Fund at a future date. The Board of Trustees currently has no
intention of creating any other classes of shares of any Fund other than
Class A and Class B.
Required Vote
Under Winthrop's Declaration of Trust and Massachusetts law,
amendment of the Declaration of Trust requires the affirmative vote of a
majority of the outstanding shares of each Fund. In the event the
shareholders do not approve the proposed amendment of the Declaration of
Trust, the Alternative Purchase Plan will not be adopted, Winthrop will
continue to offer a single class of shares of each Fund subject to a
contingent deferred sales charge and the present distribution fee and
investors will not have a choice as to the method of purchasing Fund
shares.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 2.
<PAGE>
<PAGE> 15
APPROVAL OF A PROPOSAL TO CONVERT
EXISTING SHARES TO CLASS A SHARES
(For consideration of shareholders of each Fund voting
separately)
(Proposal No. 3)
The Trustees are recommending that shareholders approve a
conversion of existing shares of each Fund to Class A shares of the same
Fund. If approved by shareholders, existing shares would automatically
convert to Class A shares of the same Fund at relative net asset value upon
commencement of the public offering of Class A shares. Unlike Class A
shares that are not issued as a result of a conversion, existing shares
that are subject to a contingent deferred sales load and that are converted
into Class A shares would continue to be subject to the same contingent
deferred sales charge at the same rate and for the same periods of time as
if such shares had not converted to Class A shares. Class A shares of each
Fund are subject to a lower annual distribution fee than are the existing
shares and conversions would occur without the imposition of any additional
sales charge.
Each Fund currently offers unclassified shares that are sold
without an initial sales charge, but subject to a contingent deferred sales
charge ("CDSC") (declining from 4% to zero of the lesser of the amount
invested or the redemption proceeds) on certain redemptions generally made
within four years of purchase. The existing shares are subject to an
annual distribution fee pursuant to a Rule 12b-1 plan of up to .50 of 1% of
the average daily net assets of the Fund in which such shares represent an
interest. Pursuant to the Alternative Purchase Plan discussed in Proposal
No. 2, initially the Fund would offer two classes of shares: Class B shares
with a CDSC similar to the one imposed on existing shares and a fee
pursuant to a Rule 12b-1 plan equivalent to 1% of average daily net assets
of the Class B shares and Class A shares with an initial sales charge of up
to 4 3/4% and a fee pursuant to a Rule 12b-1 plan equivalent to .30 of 1%
of average daily net assets of the Class A shares.
On October 19, 1995, Winthrop's Trustees unanimously approved a
recommendation to shareholders that they approve conversion of existing
shares to Class A shares. If this proposal and Proposal Nos. 2 and 4 are
approved, existing shareholders would automatically convert to Class A
shares of the same Fund upon the initial offering of the Class A shares.
Conversion is currently anticipated
<PAGE>
<PAGE> 16
to occur in or about February, 1996. Conversions will be effected
automatically at relative net asset value without the imposition of any
additional sales charge. Existing shareholders will benefit from the
proposed conversion because they will thereafter be subject to the lower
annual distribution fee applicable to Class A shares. See Proposal No. 4.
Winthrop has received an opinion of counsel to the effect that,
based upon certain factual representations and customary assumptions, a
holder of existing shares will not recognize any gain or loss upon the
conversion of existing shares into Class A shares pursuant to the
implementation of the Alternative Purchase Plan. Accordingly, a holder's
basis in Class A shares received upon the conversion will be the same as
the holder's basis in the existing shares, and the holder's holding period
for such Class A shares will include the holder's holding period for the
existing shares, provided that the existing shares are held as capital
assets by the holder at the time of the conversion. However, an opinion of
counsel is not binding on the Internal Revenue Service. The tax
consequences described in the foregoing may not apply to, and counsel has
expressed no opinion as to the effect of the conversion on, any holder who
or which is required to recognize unrealized gain or loss with respect to
the existing shares for federal income tax purposes at the end of a taxable
year under a mark-to-market system of accounting.
Required Vote
The proposed conversion for each Fund requires the affirmative
vote of a majority of the outstanding shares of that Fund. The proposed
conversion will only be effective if Proposal Nos. 2, 3 and 4 are approved.
In the event that shareholders of a Fund do not approve the proposed
conversion, existing shares of the Fund will continue to be subject,
possibly indefinitely, to their annual distribution and service fee.
THE TRUSTEES RECOMMEND THAT YOU VOTE "FOR" THIS PROPOSAL NO. 3.
<PAGE>
<PAGE> 17
APPROVAL OF CLASS A DISTRIBUTION PLANS
(For consideration by shareholders of each Fund voting
separately)
(Proposal No. 4)
On October 19, 1995, Winthrop's Trustees approved a Class A
Distribution Plan (the "Class A Plans") pursuant to Rule 12b-1 under the
Investment Company Act for each Fund's Class A shares and a Distribution
Agreement with the Distributor and recommended submission of the Proposed
Class A Plans to the shareholders of each Fund for approval at the Special
Meeting of Shareholders. The Class A Plans are being submitted for
approval by existing shareholders of each Fund because, subject to approval
of Proposal Nos. 2 and 3, existing shares will automatically convert to
Class A shares. The proposed Distribution Agreement does not require, and
is not being submitted for, shareholder approval.
The purpose of the proposed Class A Plans is to compensate the
Distributor for services rendered in connection with any activity which is
primarily intended to result in the sale of shares of the Fund to which
they relate. Such activities may include compensating underwriters,
dealers, brokers, banks and other selling entities and sales and marketing
personnel of any of them for sales of Class A shares; compensating
underwriters, dealers, brokers, banks and other servicing entities
(including the Adviser and its personnel) or any of them for providing
services to Class A shareholders of the Fund to which they relate,
including assistance in connection with inquiries relating to shareholder
accounts; the production and dissemination of prospectuses (including
statements of additional information) and the preparation, production and
dissemination of sales, marketing and shareholder servicing materials;
third party consultancy or similar expenses relating to any activity for
which payment is authorized by the Board of Trustees; and the financing of
any activity for which payment is authorized by the Board of Trustees
("Distribution Activities").
The plans of distribution pursuant to Rule 12b-1 under the
Investment Company Act with respect to the Growth Fund and the Fixed Income
Fund were initially approved by the Trustees, including the Disinterested
Trustees, at a special meeting of the Board of Trustees held October 30,
1986 and thereafter by the shareholders of each Fund at their meeting held
June 15, 1988. 12b-1 Plans for the Aggressive Growth Fund and the Growth
and Income Fund were
<PAGE>
<PAGE> 18
initially approved by the Trustees, including the Disinterested Trustees,
and thereafter were approved for adoption by the sole shareholder of each
of the Aggressive Growth Fund and the Growth and Income Fund and by the
shareholders of the Neuwirth Fund, Inc. and the Pine Street Fund, Inc.,
respectively, at their meeting held June 15, 1992. The 12b-1 plan for the
Municipal Trust Fund was initially approved by the Trustees, including the
Disinterested Trustees, at their meeting held June 15, 1993 and
subsequently by the then sole shareholder of the Municipal Trust Fund on
July 26, 1993. The Trustees voted to continue the plans for all five funds
through October 31, 1996 at a meeting held October 19, 1995. Existing
shareholders of each Fund are being asked to approve the Class A Plan which
is a compensation type plan as opposed to the existing reimbursement type
plans. The amendments change the maximum annual fee that may be paid to
the Distributor from up to .50 of 1% under the existing plans to .30 of 1%
under the Class A Plans. The Trustees believe that the proposed Class A
Plans are in the best interests of Winthrop and each Fund and are
reasonably likely to benefit each Fund's shareholders. A copy of the form
of proposed Class A Plan is attached hereto as Exhibit B.
The Existing 12b-1 Plans
Under the existing 12b-1 plans, each Fund reimburses the
Distributor for expenses incurred for Distribution Activities at an annual
rate of up to .50 of 1% of the average daily net assets of that Fund's
shares. Article III, Section 26 of the NASD Rules of Fair Practice (the
"NASD Rules") places an annual limit of .25 of 1% on fees that may be
imposed for the provision of personal service and/or the maintenance of
shareholder accounts ("service fees") and an annual limit of .75 of 1% on
asset-based sales charges (as defined in the NASD Rules). Subject to these
limits, each Fund may impose any combination of service fees and asset-
based sales charges under both the existing plans and the proposed Class A
Plans, provided that the total fees do not exceed .50 of 1% per annum of
the average daily net assets of a Fund under the existing plans and .30 of
1% per annum of the average daily net assets of the Class A shares of a
Fund under the Class A Plans.
An existing plan may not be amended to increase materially the
amount to be spent for the services described therein without approval by a
majority of the holders of the shares of the relevant Fund. In addition,
all material amendments thereof must be approved by vote of a majority of
the Trustees, including a majority of the Disinterested Trustees, cast in
person at a meeting called for the purpose
<PAGE>
<PAGE> 19
of voting on such plan. So long as the existing plans are in effect, the
selection and nomination of Disinterested Trustees will be committed to the
discretion of the Disinterested Trustees.
The existing plans may be terminated at any time without
payment of any penalty by the vote of a majority of the Disinterested
Trustees, by the vote of a majority of the outstanding shares of the
applicable Fund, or by the Adviser on written notice to any other party to
such plan and will automatically terminate in the event of its assignment
(as defined in the Investment Company Act).
The Proposed Class A Plans
In addition to lowering the amount payable to the Distributor
from up to .50 of 1% to .30 of 1%, the proposed Class A Plans differ from
the existing plans in one material respect. Under the existing plans, each
Fund reimburses the Distributor for expenses actually incurred for
Distribution Activities up to a maximum of .50 of 1% per annum of the
average daily net assets of the relevant Fund's shares. The proposed Class
A Plans authorize each Fund to pay the Distributor .30 of 1% per annum of
the average daily net assets of Class A shares as compensation for its
Distribution Activities regardless of the expenses incurred by the
Distributor for Distribution Activities. The Distributor may, however,
voluntarily agree to limit its fee to an amount less than the maximum
annual fee. In contrast to the existing plans, the amounts payable by each
Fund under the proposed Class A Plans would not be directly related to the
expenses actually incurred by the Distributor for its Distribution
Activities. Consequently, if the Distributor's expenses for Distribution
Activities are less than the distribution and service fees it receives
under the proposed Class A Plans, it will retain its full fees and realize
a profit.
For the fiscal year ended October 31, 1993, the Distributor
received payments representing .16 of 1% of the average daily net assets of
the Growth Fund, .32 of 1% of the average daily net assets of the Fixed
Income Fund, .13 of 1% of the average daily net assets of the Aggressive
Growth Fund, .12 of 1% of the average daily net assets of the Growth and
Income Fund, and .50 of 1% of the average daily net assets of the Municipal
Trust Fund as reimbursement of expenses incurred for Distribution
Activities. For each of the fiscal years ended October 31, 1994, and 1995,
the Distributor received payments representing .50 of 1% of the average
daily net assets of the shares of each Fund as reimbursement of expenses
<PAGE>
<PAGE> 20
incurred for Distribution Activities. Payments were made to the
Distributor in the following amounts in the fiscal years ended October 31,
1993, 1994, and 1995:
<TABLE>
<CAPTION>
Series 1993 1994 1995
<S> <C> <C> <C>
Growth Fund $ 80,000 $258,501 $225,597
Fixed Income Fund 122,000 192,788 179,440
Aggressive Growth Fund 73,000 562,568 262,781
Growth and Income Fund 59,000 289,650 375,068
Municipal Trust Fund 39,389 175,881 869,133
</TABLE>
As is consistent with the past two years, it is anticipated, although there
is no assurance, that distribution expenses incurred by the Distributor
will continue to exceed amounts expended under the 12b-1 plans.
Among the major perceived benefits of a compensation type plan,
such as the proposed Class A Plans, over a reimbursement type plan, such as
the existing plans, is the facilitation of administration and accounting.
Under reimbursement plans, all expenses must be specifically accounted for
by the Distributor and attributed to a specific Fund in order to qualify
for reimbursement. Although the proposed Class A Plans will continue to
require quarterly reporting to the Trustees of the amounts accrued and paid
under the proposed Class A Plans and of the expenses actually borne by the
Distributor, there will be no need to match specific expenses to
reimbursements as under the existing plans. Thus, the accounting for the
proposed Class A Plans would be greatly simplified and the timing of when
expenditures are to be made by the Distributor would not be an issue.
These considerations, combined with the reasonable likelihood, although
there is no assurance, that the per annum payment rate under the proposed
Class A Plans will not exceed the expenses incurred by the Distributor for
Distribution Activities, suggest the costs and efforts associated with a
reimbursement plan are unwarranted.
In considering whether to approve the proposed Class A Plans,
the Trustees reviewed, among other things, the nature and scope of services
to be provided by the Distributor, the purchase options available to
investors under the Alternative Purchase Plan, the amount of expenditures
under the existing plans, the relationship of such expenditures to the
overall cost structure of each Fund
<PAGE>
<PAGE> 21
and comparative data with respect to distribution plans adopted by other
investment companies. Based upon such review, the Trustees, including a
majority of the Disinterested Trustees, determined that there is a
reasonable likelihood that the proposed Class A Plans will benefit each
Fund and its Class A shareholders.
If approved by the shareholders, the proposed Class A Plans
will continue in effect from year to year, provided such continuance is
approved at least annually by vote of a majority of the Trustees, including
a majority of the Disinterested Trustees.
Required Vote
If Proposal Nos. 2 and 3 are approved by shareholders, each
proposed Class A Plan will require the approval of a majority of the
outstanding voting shares of the relevant Fund. If Proposal No. 3 is not
approved for a Fund, then the proposed Class A Plan for that Fund will not
require the approval of the existing shareholders. If Proposal No. 2 is
not approved, then Winthrop will not be authorized to issue Class A shares
and no Class A Plans will be necessary. With respect to this proposal, the
Investment Company Act defines a majority of a Fund's outstanding voting
shares as the lesser of (i) 67% of a Fund's outstanding voting shares
represented at a meeting at which more than 50% of the outstanding voting
shares of the Fund are present in person or represented by proxy, or (ii)
more than 50% of a Fund's outstanding voting shares. If a proposed Class A
Plan is not approved as described above by the shareholders of a Fund, the
existing plan for that Fund will continue in its present form.
THE TRUSTEES RECOMMEND THAT YOU VOTE "FOR" THIS PROPOSAL NO. 4.
<PAGE>
<PAGE> 22
RATIFICATION OF INDEPENDENT AUDITORS
(For consideration by all Funds voting Jointly)
(Proposal No. 5)
The Board of Trustees of Winthrop, including the Disinterested
Trustees, have selected Ernst & Young LLP as independent auditors for
Winthrop for the fiscal year ending October 31, 1996. The ratification of
the selection of independent auditors is to be voted upon at the Meeting
and it is intended that the persons named in the accompanying Proxy will
vote for Ernst & Young LLP. No representative of Ernst & Young is expected
to be present at the Meeting of shareholders.
The policy of the Board of Trustees regarding engaging
independent auditors' services is that management may engage Winthrop's
principal independent auditors to perform any service(s) normally provided
by independent accounting firms, provided that such service(s) meet(s) any
and all of the independence requirements of the American Institute of
Certified Public Accountants and the Securities and Exchange Commission.
In accordance with this policy, the Audit Committee reviews and approves
all services provided by the independent auditors prior to their being
rendered, The Board of Trustees of the Fund receives a report from its
Audit Committee relating to all services after they have been performed by
Winthrop's independent auditors.
Required Vote
The affirmative vote of a majority of the shares present, in
person or by proxy, at the Meeting is required for ratification.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 5.
<PAGE>
<PAGE> 23
Other Matters
No business other than as set forth herein is expected to come
before the Meeting, but should any other matter requiring a vote of
shareholders arise, including any questions as to an adjournment of the
Meeting, the persons named in the enclosed Proxy will vote thereon
according to their best judgment in the interests of Winthrop.
Shareholder Proposals
Winthrop is not required to hold annual meetings of
shareholders and the Board of Trustees currently does not intend to hold
such meetings unless shareholder action is required in accordance with the
Investment Company Act or Winthrop's By-laws. A shareholder proposal
intended to be presented at any meeting of shareholders of Winthrop
hereinafter called must be received by Winthrop a reasonable time before
the Board of Trustees solicitation relating thereto is made in order to be
included in Winthrop's Proxy Statement and form of Proxy relating to that
meeting and presented at the meeting. The mere submission of a proposal by
a shareholder does not guarantee that such proposal will be included in the
proxy statement because certain rules under the federal securities laws
must be complied with before inclusion of the proposal is required.
MARTIN JAFFE
Secretary
Dated: December 12, 1995
Shareholders who do not expect to be present at the Meeting and
who wish to have their shares voted are requested to date and sign the
enclosed Proxy and return it in the enclosed envelope. No postage is
required if mailed in the United States.
<PAGE>
<PAGE> 1 EXHIBIT A
FORM OF AMENDMENT TO DECLARATION OF TRUST
Section 1.4 of the Declaration of Trust is proposed to be
amended by deleting the definition of "Initial Trustee" and including the
following definitions:
"Class" shall mean one or more of the classes of Shares
authorized by the Trustees to represent the beneficial interest in any one
of the Portfolios.
"Majority Shareholder Vote," as used with respect to the
election of any Trustee at a meeting of Shareholders, shall mean the vote
for the election of such Trustee of a plurality of all outstanding Shares
of the Trust, without regard to Series or Class voted in person or by proxy
and entitled to vote thereon, provided that a quorum (as determined in
accordance with the By-Laws) is present, and as used with respect to any
other action required or permitted to be taken by Shareholders, shall mean
the vote for such action of the holders of that majority of all outstanding
Shares (or, where a separate vote of Shares of any particular Series or
Class is to be taken, the affirmative vote of that majority of the
outstanding Shares of that Series or Class, respectively) of the Trust
which consists of: (i) a majority of all Shares (or of Shares of the
particular Series or Class) represented in person or by proxy and entitled
to vote on such action at the meeting of Shareholders at which such action
is to be taken, provided that a quorum (as determined in accordance with
the By-Laws) is present; or (ii) if such action is to be taken by written
consent of Shareholders, a majority of all Shares (or of Shares of the
particular Series or Class) issued and outstanding and entitled to vote on
such action; provided, that (iii) as used with respect to any action
requiring the affirmative vote of "a majority of the outstanding voting
securities", as the quoted phrase is defined in the 1940 Act, of the Trust
or of any Series or Class, "Majority Shareholder Vote" means the vote for
such action at a meeting of Shareholders of the smallest majority of all
outstanding Shares of the Trust (or of Shares of the particular Series or
Class) entitled to vote on such action which satisfies such 1940 Act voting
requirement.
"NASD" shall have the meaning designated in Section
6.1(e)(2)(a) hereof.
"Shares" shall mean the transferable units into which the
beneficial interest in the Trust and each Portfolio of the Trust (as the
context may require) shall be divided from time to time, and includes
fractions of Shares
<PAGE>
<PAGE> 2
as well as whole Shares. All references herein to "Shares" shall be deemed
to be to Shares of any or all Series or of a single Class of a Series or
all Classes of a Series, as the context may require.
Section 4.1 is proposed to be amended by deleting subsection
4.1(a) regarding the Initial Trustee.
Section 5.2(a) is proposed to be amended and restated as
follows:
(a) Advisory. An investment advisory or management agreement
whereby an advisor (any such advisor being referred herein as an
"Investment Advisor") shall undertake to furnish the Trust such
management, investment advisory or supervisory, administrative,
accounting, legal, statistical and research facilities and services,
and such other facilities and services, if any, as the Trustees shall
from time to time consider desirable, all upon such terms and
conditions as the Trustees may in their discretion determine to be
not inconsistent with this Declaration, the applicable provisions of
the 1940 Act or any applicable provisions of the By-Laws. Any such
advisory or management agreement and any amendment thereto shall be
subject to approval by a Majority Shareholder Vote at a meeting of
the Shareholders of the Trust. Notwithstanding any provisions of
this Declaration, the Trustees may authorize the Investment Advisor
(subject to such general or specific instructions as the Trustees may
from time to time adopt) to effect purchases, sales, loans or
exchanges of portfolio securities of the Trust on behalf of the
Trustees or may authorize any officer or employee of the Trust or any
Trustee to effect such purchases, sales, loans or exchanges pursuant
to recommendations of the Investment Advisor (and all without further
action by the Trustees). Any such purchases, sales, loans and
exchanges shall be deemed to have been authorized by all of the
Trustees. The Trustees may, in their sole discretion, call a meeting
of Shareholders in order to submit to a vote of Shareholders at such
meeting the approval of continuance of any such investment advisory
or management agreement. If the Shareholders of any Portfolio should
fail to approve any such investment advisory or management agreement,
the Investment Advisor may nonetheless serve as Investment Advisor
with respect to any other Portfolio whose Shareholders shall have
approved such contract.
<PAGE>
<PAGE> 3
Sections 6.1(a) is proposed to be amended and restated as
follows:
(a) Shares; Portfolios; Series of Shares. The beneficial
interest in the Trust shall be divided into Shares having a nominal
or par value of one cent ($.01) per Share, of which an unlimited
number may be issued. The Trustees shall have the authority from
time to time to establish and designate one or more separate,
distinct and independent Portfolios into which the assets of the
Trust shall be divided, and to authorize a separate Series of Shares
for each such Portfolio (each of which Series, including without
limitation each Series authorized in Section 6.2 hereof, shall
represent interests only in the Portfolio with respect to which such
Series was authorized), as they deem necessary or desirable. Except
as otherwise provided as to a particular Portfolio herein, or in the
Certificate of Designation therefor, the Trustees shall have all the
rights and powers, and be subject to all the duties and obligations,
with respect to each such Portfolio and the assets and affairs
thereof as they have under this Declaration with respect to the Trust
and the Trust Property in general.
Section 6.1 (b) is proposed to be amended and restated as
follows:
(b) Establishment, etc. of Portfolios; Authorization of
Shares. The establishment and designation of any Portfolio in
addition to the Portfolios established and designated in Section 6.2
hereof and the authorization of the Shares thereof shall be effective
upon the execution by a Majority of the Trustees (or by an officer of
the Trust pursuant to the vote of a Majority of the Trustees) of an
instrument setting forth such establishment and designation and the
relative rights and preferences of the Shares of such Portfolio and
the manner in which the same may be amended (a "Certificate of
Designation"), and may provide that the number of Shares or Classes
of Shares of such Series which may be issued is unlimited, or may
limit the number issuable. At any time that there are no Shares
outstanding of any particular Portfolio previously established and
designated, including any Portfolio established and designated in
Section 6.2 hereof, the Trustees may by an instrument executed by a
Majority of the Trustees (or by an officer of the Trust pursuant to
the vote of a Majority of the Trustees) terminate such Portfolio and
the establishment and designation thereof and the authorization of
its Shares (a "Certificate of Termination"). Each Certificate of
<PAGE>
<PAGE> 4
Designation, Certificate of Termination and any instrument amending a
Certificate of Designation shall have the status of an amendment to
this Declaration of Trust, and shall be filed and become effective
as provided in Section 9.4 hereof.
Section 6.1(d) is proposed to be amended and restated as
follows:
(d) Establishment of Classes. The Trustees, in their
discretion without a vote of the Shareholders, may divide the Shares
of any Series into Classes. In such event, each Class of a Series
shall represent interests in the assets of that Portfolio and, as
described in Section 6.2, have identical voting, dividend,
liquidation and other rights and the same terms and conditions except
that expenses related directly or indirectly to the distribution of
the Shares of a Class of a Series may be borne solely by such Class
(as shall be determined by the Trustees) and, as provided in Section
6.1(f), a Class of a Series may have exclusive voting rights with
respect to matters relating to the expenses being borne solely by
such Class. The bearing of such expenses solely by a Class of Shares
shall be appropriately reflected (in the manner determined by the
Trustees) in the net asset value, dividend and liquidation rights of
the Shares of such Class. The division of the Shares of a series
into classes and the terms and conditions pursuant to which the
Shares of the Class of a Series will be issued must be made in
compliance with the 1940 Act. No division of Shares of a Series into
Classes shall result in the creation of a Class of Shares having a
preference as to dividends or distributions or a preference in the
event of any liquidation, termination or winding up of the Trust.
Article 6.1 is proposed to be amended by adding the following
sections (e) and (f):
(e) Consideration for Shares. The Trustees may issue Shares
of any Series or Classes of Shares of any Series for such
consideration (which may include property subject to, or acquired in
connection with the assumption of, liabilities) and on such terms as
they may determine (or for no consideration if pursuant to a Share
dividend or split-up), all without action or approval of the
Shareholders. All Shares when so issued on the terms determined by
the Trustees shall be fully paid and non-assessable (but may be
subject to mandatory contribution back to the Trust as provided in
Section 6.2(h) hereof). The Trustees may classify or
<PAGE>
<PAGE> 5
reclassify any unissued Shares, or any Shares of any Series or any
Class of any Series previously issued and reacquired by the Trust,
into Shares of one or more other Portfolios that may be established
and designated from time to time.
(f) The terms of each Series as further set by the Trustees
are as follows:
(1) As of the date hereof, the shares of beneficial
interests of the Shares of each Series shall have three Classes
of shares, which shall be designated Class A, Class B and
Class O.
(2) Each Class of each Series shall represent the same
beneficial interest in the assets of that Portfolio and have
identical voting, dividend, liquidation, and other rights;
provided, however, that notwithstanding anything in this
Declaration to the contrary:
(a) Class A Shares may be subject to (i) such
front-end sales loads as may be established by the
Trustees from time to time and (ii) a Plan of
Distribution under Rule 12b-1 of the 1940 Act, in each
case in accordance with the 1940 Act and applicable rules
and regulations of the National Association of Securities
Dealers, Inc. (the "NASD").
(b) Class B Shares may be subject to (i) such
contingent deferred sales charge as may be established
from time to time by the Trustees and (ii) a plan of
distribution under Rule 12b-1 of the 1940 Act, each in
accordance with the 1940 Act and applicable rules and
regulations of the NASD.
(c) Class O Shares shall consist of all outstanding
shares of a Series outstanding on the date of this
Amended and Restated Agreement and Declaration of Trust.
(3) Expenses related solely to a particular class
(including without limitation, distribution expenses under a
Rule 12b-1 plan and administrative expenses under an
administration or service agreement, plan or other arrangement,
however designated, which may differ between the Classes) shall
be borne by the Class and shall be appropriately reflected (in
the manner determined
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<PAGE> 6
by the Board of Directors) in the net asset value, dividends,
distribution and liquidation rights of the shares of that Class.
(4) At such time as shall be permitted under the 1940
Act, any applicable rules and regulations thereunder and the
provisions of any exemptive order applicable to the Trust, and
as may be determined by the Trustees and disclosed in the then
current prospectus for a Series, shares of a particular Class
of a Series may be automatically converted into shares of
another Class of a Series; provided, however, that such
conversion shall be subject to the continuing availability of
an opinion of counsel to the effect that such conversion does
not constitute a taxable event under federal income tax law.
The Trustees, in their sole discretion, may suspend any
conversion rights if such opinion is no longer available.
(5) As to any matter with respect to which a separate
vote of any Class of a Series is required by the 1940 Act or by
Massachusetts law (including, without limitation, approval of
any plan, agreement or other arrangement referred to in
subsection (3) above), such requirement as to a separate vote
by that Class of a Series shall apply, and, if permitted by the
1940 Act or any rules, regulations or orders thereunder and
Massachusetts law, the Classes shall vote together as a single
Class on any such matter that shall have the same effect on
each such Class. As to any matter that does not affect the
interest of a particular Class, only the holders of shares of
the affected Class shall be entitled to vote.
Sections 6.2(c) and (d) are proposed to be amended and restated
as follows:
(c) Dividends. Dividends and distributions on Shares of a
particular Portfolio may be paid with such frequency as the Trustees
may determine, which may be daily or otherwise pursuant to a standing
resolution or resolutions adopted only once or with such frequency as
the Trustees may determine, to the Shareholders of that Portfolio,
from such of the income, accrued or realized, and capital gains,
realized or unrealized, and out of the assets belonging to that
Portfolio, as the Trustees may determine, after providing for actual
and accrued liabilities of that Portfolio. All dividends and
distributions on Shares of a particular Portfolio shall be
distributed pro rata to the
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<PAGE> 7
Shareholders of that Portfolio in proportion to the number of such Shares
held by such holders at the date and time of record established for the
payment of such dividends or distributions, except that such dividends
and distributions shall appropriately reflect expenses related directly
or indirectly to the distribution of shares of a class of such portfolio
and except in connection with any dividend or distribution program or
procedure the Trustees may determine that no dividend or distribution
shall be payable on Shares as to which the Shareholder's purchase order
and/or payment have not been received by the time or times established
by the Trustees under such program or procedure, or that dividends or
distributions shall be payable on Shares which have been tendered by the
holder thereof for redemption or repurchase, but the redemption or
repurchase proceeds of which have not yet been paid to such Shareholder.
Such dividends and distributions may be made in cash or Shares of that
Portfolio or a combination thereof as determined by the Trustees, or
pursuant to any program that the Trustees may have in effect at the time
for the election by each Shareholder of the mode of the making of such
dividend or distribution to that Shareholder. Any such dividend or
distribution paid in Shares will be paid at the net asset value thereof
as determined in accordance with subsection (h) of this Section 6.2.
(d) Liquidation. In the event of the liquidation or
dissolution of the Trust, the Shareholders of each Portfolio of which
Shares are outstanding shall be entitled to receive, when and as
declared by the Trustees, the excess of the Portfolio Assets over the
liabilities of such Portfolio. The assets so distributable to the
Shareholders of any particular Portfolio shall be distributed among
such Shareholders and each Class of such Portfolio, according to
their respective rights taking into account their respective net
asset values and the proper allocation of expenses being borne solely
by any Portfolio or and Class of Shares of a Portfolio. The
liquidation of any particular Portfolio may be authorized by vote of
a Majority of the Trustees, subject to the affirmative vote of "a
majority of the outstanding voting securities" of that Portfolio, as
the quoted phrase is defined in the 1940 Act, determined in
accordance with clause (iii) of the definition of "Majority
Shareholder Vote" in Section 1.4 hereof.
Section 6.2(h) is proposed to be amended and restated as
follows:
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<PAGE> 8
(h) Net Asset Value. The net asset value per Share of any
Portfolio at any time shall be the quotient obtained by dividing the
value of the net assets of such Portfolio at such time (being the
current value of the assets belonging to such Portfolio, less its
then existing liabilities) by the total number of Shares of that
Portfolio then outstanding, subject, in the case of any Class, to
deduction of expenses related solely to that Class as contemplated in
Section (d) of Section 6.1, all determined in accordance with the
methods and procedures, including without limitation those with
respect to rounding, established by the Trustees from time to time.
The Trustees may determine to maintain the net asset value per Share
of any Portfolio at a designated constant dollar amount and in
connection therewith may adopt procedures not inconsistent with the
1940 Act for the continuing declaration of income attributable to
that Portfolio as dividends payable in additional Shares of that
Portfolio at the designated constant dollar amount and for the
handling of any losses attributable to that Portfolio. Such
procedures may provide that in the event of any loss each Shareholder
shall be deemed to have contributed to the shares of beneficial
interest account of that Portfolio his pro rata portion of the total
number of Shares required to be cancelled in order to permit the net
asset value per Share of that Portfolio to be maintained, after
reflecting such loss, at the designated constant dollar amount. Each
Shareholder of the Trust shall be deemed to have expressly agreed, by
his investment in any Portfolio with respect to which the Trustees
shall have adopted any such procedure, to make the contribution
referred to in the preceding sentence in the event of any such loss.
Section 6.2(j) is proposed to be amended and restated as
follows:
(j) Equality. All Shares of each particular Portfolio shall
represent an equal proportionate interest in the assets belonging to
that Portfolio (subject to the liabilities of that Portfolio), and
each Share of any particular Portfolio shall be equal to each other
Share thereof; but the provisions of this sentence shall not restrict
any distinctions permissible under this Declaration of Trust
including any distinctions contemplated by (i) subsection (f) of
Section 6.1 or (ii) subsection (c) of this Section 6.2 that may exist
with respect to dividends and distributions on Shares of the same
Portfolio. The Trustees may from time to time divide or combine the
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<PAGE> 9
Shares of any particular Portfolio into a greater or lesser number of
Shares or Classes of Shares of that Portfolio without thereby changing
the proportionate beneficial interest in the assets belonging to that
Portfolio or in any way affecting the rights of the holders of Shares
of any other Portfolio.
Section 6.2(l) is proposed to be amended and restated to read
as follows:
(l) Conversion Rights. Subject to compliance with the
requirements of the 1940 Act, the Trustees shall have the authority
to provide that holders of Shares of any Portfolio or Class shall
have the right to convert said Shares into Shares of one or more
other Portfolios or Classes in accordance with such requirements and
procedures as the Trustees may establish.
Sections 7.1 and 7.2 are proposed to be amended and restated to
read as follows:
SECTION 7.1. Voting Powers. The Shareholders shall have power
to vote only (i) for the election or removal of Trustees as provided in
Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or
termination in accordance with the 1940 Act of any contract with a
Contracting Party as provided in Section 5.2 hereof as to which Shareholder
approval is as required by the 1940 Act, (iii) with respect to any
termination or reorganization of the Trust or any Portfolio to the extent
and as provided in Sections 9.1 and 9.2 hereof, (iv) with respect to any
amendment of this Declaration of Trust to the extent and as provided in
Section 9.3 hereof, (v) to the same extent as the stockholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should or should not be brought or maintained
derivatively or as a class action on behalf of the Trust or any Portfolio,
or the Shareholders of any of them (provided, however, that a Shareholder
of a particular Portfolio or Class shall not in any event be entitled to
maintain a derivative or class action on behalf of any other Portfolio or
Class or the Shareholders thereof), and (vi) with respect to such
additional matters relating to the Trust as may be required by the 1940
Act, this Declaration of Trust, the By-Laws or any registration of the
Trust with the Commission (or any successor agency) or any State, or as the
Trustees may consider necessary or desirable. If and to the extent that
the Trustees shall determine that such action is required by law, they
shall cause each matter required or permitted to be voted upon at a meeting
or by written consent of Shareholders to be submitted to a separate vote of
the
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<PAGE> 10
outstanding Shares of each Portfolio or Class entitled to vote thereon;
provided, that (i) when expressly required by this Declaration or by the
1940 Act, actions of Shareholders shall be taken by Single Class Voting of
all outstanding Shares of each Series whose holders are entitled to vote
thereon; and (ii) when the Trustees determine that any matter to be
submitted to a vote of Shareholders affects only the rights or interests of
Shareholders of one or more but not all Portfolios or Classes, then only
the Shareholders of the Portfolios or Classes so affected shall be entitled
to vote thereon.
SECTION 7.2. Number of Votes and Manner of Voting; Proxies.
On each matter submitted to a vote of the Shareholders, each holder of
Shares of any Series or Class, as relevant, shall be entitled to a number
of votes equal to the number of Shares of such Series or Class standing in
his name on the books of the Trust. There shall be no cumulative voting in
the election of Trustees. Shares may be voted in person or by proxy. A
proxy with respect to Shares held in the name of two (2) or more Persons
shall be valid if executed by any one of them unless at or prior to
exercise of the proxy the Trust receives a specific written notice to the
contrary from any one of them. A proxy purporting to be executed by or on
behalf of a Shareholder shall be deemed valid unless challenged at or prior
to its exercise and the burden of proving invalidity shall rest on the
challenger. Until Shares are issued, the Trustees may exercise all rights
of Shareholders and may take any action required by law, this Declaration
of Trust or the By-Laws to be taken by Shareholders.
<PAGE>
<PAGE> 1
EXHIBIT B
FORM OF PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
WINTHROP ___________________ FUND
CLASS A SHARES
The Winthrop ___________________ Fund (the "Fund") intends to
engage in business as a separate series of Winthrop Focus Funds (the
"Company"), which is an open-end management investment company registered
as such under the Investment Company Act of 1940 (the "Act"). The Company
intends to employ Donaldson, Lufkin & Jenrette Securities Corporation
and/or others as the principal underwriter and distributor (the
"Distributor") of the Class A shares of the Fund pursuant to a written
distribution agreement and desires to adopt a plan of distribution pursuant
to Rule 12b-1 under the Act to assist in the distribution of Class A shares
of the Fund.
The Board of Trustees (the "Board") of the Company having
determined that a plan of distribution containing the terms set forth
herein is reasonably likely to benefit the Fund and its shareholders, the
Company hereby adopts a compensation-type plan of distribution for the
Fund's Class A shares (the "Plan") pursuant to Rule 12b-1 under the Act on
the following terms and conditions:
1. The Company is hereby authorized to pay to the Distributor as
compensation for its services, distribution payments (the "Payments") in
connection with the distribution of Class A shares of the Fund an aggregate
of .30 of 1% per year of the average daily net assets of Class A shares of
the Fund consisting of (i) an asset based sales charge of .05 of 1% per
year of the average daily net assets of the Class A shares of the Fund and
(ii) a service fee of .25 of 1% per year of the average daily net assets of
the Class A shares of the Fund. Such Payments as shall be approved by the
Board shall be accrued daily and paid monthly in arrears or shall be accrued
and paid at such other intervals as the Board shall determine.
2. Payments may be made by the Company under this Plan for the
purpose of financing or assisting in the financing of any activity which is
primarily intended to result in the sale of Class A shares of the Fund. The
scope of the foregoing shall be interpreted by the Board from time to time
including the selection of those activities for which payment can be made
whose decision shall be conclusive. Without in any way limiting the
discretion of the Board, the following activities are hereby declared to be
primarily intended to result in the sale of Class A shares of the Fund:
advertising the Fund either alone or together with other funds;
compensating underwriters, dealers, brokers, banks and other selling
entities and sales and marketing personnel of any of them for sales of
Class A shares of the Fund, whether in a lump sum or on a continuous,
periodic, contingent, deferred or other basis; compensating underwriters,
dealers,
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<PAGE> 2
brokers, banks and other servicing entities and servicing personnel
(including the Fund's investment adviser and its personnel) of any
of them for providing services to shareholders of the Fund relating to
their investment in the Fund, including assistance in connection with
inquiries relating to shareholder accounts; the production and
dissemination of prospectuses (including statements of additional
information) of the Fund and the preparation, production and
dissemination of sales, marketing and shareholder servicing materials;
third party consultancy or similar expenses relating to any activity for
which Payment is authorized by the Board; and the financing of any
activity for which Payment is authorized by the Board.
3. Amounts paid to the Distributor by the Fund under the Class A
Plan will not be used to pay the distribution expenses incurred with
respect to any other class of shares of the Fund except that distribution
expenses attributable to the Fund as a whole will be allocated to the Class
A shares according to the ratio of the net assets of Class A shares to the
total net assets of the Fund shares over the Fund's fiscal year or such
other allocation method approved by the Trustees.
4. The Company is hereby authorized and directed to enter into
appropriate written agreements with the Distributor and each other person
to whom the Company intends to make any Payment, and the Distributor is
hereby authorized and directed to enter into appropriate written agreements
with each person to whom the Distributor intends to make any payments in
the nature of a Payment. The foregoing requirement is not intended to apply
to any agreement or arrangement with respect to which the party to whom
Payment is to be made does not have the purpose set forth in Section 2
above (such as the printer in the case of the printing of a prospectus or a
newspaper in the case of an advertisement) unless the Board determines that
such an agreement or arrangement should be treated as a "related" agreement
for purposes of Rule 12b-1 under the Act.
5. Each agreement required to be in writing by Section 4 must
contain the provisions required by Rule 12b-1 under the Act and must be
approved by a majority of the Board ("Board Approval") and by a majority of
the trustees ("Disinterested Trustee Approval") who are not "interested
persons" of the Company and have no direct or indirect financial interest
in the operation of the Plan or any such agreement, by vote cast in
person at a meeting called for the purposes of voting on such agreement.
6. The officers, investment adviser or Distributor of the Fund, as
appropriate, shall provide to the Board and the Board shall review, at
least quarterly, a written report of the amounts expended pursuant to this
Plan and the purposes for which such Payments were made.
<PAGE>
<PAGE> 3
7. To the extent any activity is covered by Section 2 and is also
an activity which the Company may pay for on behalf of the Fund without
regard to the existence or terms and conditions of a plan of distribution
under Rule 12b-1 of the Act (such as the printing of prospectuses for
existing Fund shareholders), this Plan shall not be construed to prevent or
restrict the Company from paying such amounts outside of this Plan and
without limitation hereby and without such payments being included in
calculation of Payments subject to the limitation set forth in Section 1.
8. This Plan shall not take effect until it has been approved by a
vote of at least a majority of the outstanding voting securities of the
Class A shares of the Fund. This Plan may not be amended in any material
respect without Board Approval and Disinterested Trustee Approval and may
not be amended to increase the maximum level of Payments permitted
hereunder without such approvals and further approval by a vote of at least
a majority of the outstanding voting securities of the Class A shares of
the Fund. This Plan may continue in effect for longer than one year after
its approval by the shareholders of the Fund only as long as such
continuance is specifically approved at least annually by Board Approval
and by Disinterested Trustee Approval.
9. While the Plan is in effect, the selection and nomination of the
Trustees who are not "interested persons" of the Company will be committed
to the discretion of such disinterested Trustees.
10. This Plan may be terminated at any time by a vote of the
Trustees who are not interested persons of the Company and have no direct
or indirect financial interest in the operation of the Plan or any
agreement hereunder, cast in person at a meeting called for the purposes of
voting on such termination, or by a vote of at least a majority of the
outstanding voting securities of the Class A shares of the Fund.
11. For purposes of this Plan the terms "interested person" and
"related agreement" shall have the meanings ascribed to them in the Act and
the rules adopted by the Securities and Exchange Commission thereunder and
the term "vote of a majority of the outstanding voting securities" of the
Class A shares of the Fund shall mean the vote, at the annual or a special
meeting of the holders of Class A shares of the Fund duly called, of the
lesser of (a) 67% or more of the voting securities of the Class A shares of
the Fund present at such meeting, if the holders of more than 50% of the
outstanding voting securities of the Class A shares of the Fund are present
or represented by proxy or (b) more than 50% of the outstanding voting
securities of the Class A shares of the Fund.
<PAGE>
<PAGE> 1
Front
APPENDIX I
PROXY
Winthrop Focus Funds This Proxy is solicited on Behalf of the
(Name of Fund) Trustees.
140 Broadway The undersigned hereby appoints Martin Jaffe and
New York, New York 10005. Charles Hughes, each with the power of
substitution, and hereby authorizes each of them
to represent and to vote, as designated below,
all the shares of beneficial interest of
Winthrop Focus Funds (Name of Fund) held of
record by the undersigned on [Record Date] at
the Special Meeting of Shareholders to be held
on [Date of Meeting], or any adjournment
thereof.
1. ELECTION OF TRUSTEES
_ For all nominees listed below (except as marked to the contrary below)
_ WITHHOLD AUTHORITY to vote for all nominees listed below (Instruction:
To withhold authority for any individual nominee strike a line through
the nominee's name in the list below.)
Carl B. Menges, G. Moffet Cochran, James A. Engle, Robert L. Bast, John J.
Halsey, Stig Host, Peter F. Krogh, Dennis G. Little, William H. Mathers,
James L. McCabe, John J. Sheehan, William C. Simpson, Stephen K. West
2. To approve amendments to Winthrop's
Declaration of Trust _ FOR _ AGAINST _ ABSTAIN
3. To approve conversion of existing shares
of the Fund to Class A shares _ FOR _ AGAINST _ ABSTAIN
4. To approve Plans of Distribution with
respect to Class A shares _ FOR _ AGAINST _ ABSTAIN
5. To ratify the selection by the Trustees
of Ernst & Young LLP as independent accountants
for the fiscal year ending October 31, 1996. _ FOR _ AGAINST _ ABSTAIN
6. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any
adjournment thereof.
(over)
<PAGE>
<PAGE> 2
Back
(Continued from other side)
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder.
If no direction is made, this Proxy will be voted for Proposals 1,2,3,4
and 5.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign.
When signing as attorney, as executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please sign
in full corporate name by president or other
authorized officer. If a partnership, please sign
in partnership name by authorized person.
Dated:_______________________________________,1995
__________________________________________________
Signature
__________________________________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE TO WINTHROP FOCUS FUNDS, C/O FUND/PLAN SERVICES, INC.,
P.O. BOX 874 (#2 ELM STREET), CONSHOHOCKEN, PENNSYLVANIA 19428.
<PAGE>
