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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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] 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):
[ ] $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:
.................................................................
[X] 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:
.................................................................
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WINTHROP FOCUS FUNDS
December 18, 1995
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders (the
'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') has determined that it is
in the best interests of Winthrop (currently comprised of five separate
portfolios or 'Funds', which are 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) initially,
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 but 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. 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 of the Class. 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, if obtained, 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 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.
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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 postage prepaid return envelope has been provided
for your convenience.
Thank you.
Very truly yours,
CARL B. MENGES
Chairman and President
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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 18, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN
THE ENCLOSED PROXY IN THE ENCLOSED SELF-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.
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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
(each a 'Fund' and 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 executed and 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 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 33,433,215 shares of beneficial interest
('Shares') outstanding and entitled to vote, consisting of 5,241,271 Growth Fund
Shares, 12,452,033 Aggressive Growth Fund Shares, 5,517,555 Fixed Income Fund
Shares, 6,271,101 Growth and Income Fund Shares, and 3,951,255 Municipal Trust
Fund Shares. Each share will
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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 such accounts
and which accounts hold in the aggregate 1,301,114 shares (10.5%) of the
Aggressive Growth 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,
was the shareholder of record and beneficial owner of 218,014 shares (5.5%) 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 Shareholder Communications Corporation, 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. 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.
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
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'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.
INFORMATION REGARDING TRUSTEES
<TABLE>
<CAPTION>
SHARES AND PERCENTAGE
NAME, AGE AND BUSINESS EXPERIENCE DURING OF FUND OWNED AT
THE PAST FIVE YEARS AND DIRECTORSHIPS POSITION WITH WINTHROP DECEMBER 6, 1995**
- ------------------------------------------------ ---------------------- ----------------------------------
<S> <C> <C>
*Carl B. Menges (65), Chairman of the Board of Chairman of the Board Growth: 29,736
the Adviser with which he has been associated of Trustees and Aggressive Growth: 37,593
since before 1987. He is also Vice Chairman of President; Trustee
Donaldson, Lufkin & Jenrette, Inc, with which since 1986
he has been associated since prior to 1987.
*G. Moffet Cochran (45), President and Chief Trustee since 1994 Growth: 4,264
Executive Officer of the Adviser with which he Fixed Income: 3,252
has been associated since 1992. Prior to his Aggressive Growth: 17,318
association with Winthrop and the Adviser, Mr. Municipal Trust: 2,053
Cochran was a Senior Vice President with
Bessemer Trust Companies.
*James A. Engle (36) is a Managing Director and Vice President and Growth: 661
Chief Investment Officer of the Adviser with Trustee; Trustee Fixed Income: 3,324
which he has been associated since prior to since 1992 Aggressive Growth: 3,316
1987. Growth and Income: 18,901
Municipal Trust: 13,892
Robert L. Bast (70), Of Counsel to the law firm Trustee since 1992 Aggressive Growth: 62,475
of Reed Smith Shaw & McClay, with which he has
been associated since prior to 1987.
John J. Halsey (76), is a private investor and Trustee since 1992 Aggressive Growth: 69
retired Director of Management Sciences,
General Foods Corp. with which he has been
associated since prior to 1987.
Stig Host (69), is Chairman of the Board of Trustee since 1992 Growth: 5,397
Kriti Exploration, Inc., Kriti Properties and Fixed Income: 50,239
Development Corp. and International Marine Aggressive Growth: 12,289
Sales, Inc., a Trustee of Alliance Growth and Income: 1,659
International Fund, Alliance Global Municipal Trust: 1,078
Environmental Fund, Alliance New Europe Fund,
Alliance All-Asia Investment Fund and Alliance
Developing Markets Fund and a Director of
Florida Fuels, Inc.
</TABLE>
(table continued on next page)
3
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(table continued from previous page)
<TABLE>
<CAPTION>
SHARES AND PERCENTAGE
NAME, AGE AND BUSINESS EXPERIENCE DURING OF FUND OWNED AT
THE PAST FIVE YEARS AND DIRECTORSHIPS POSITION WITH WINTHROP DECEMBER 6, 1995**
- ------------------------------------------------ ---------------------- ----------------------------------
<S> <C> <C>
Peter F. Krogh (58), Dean Emeritus and Trustee since 1986 Growth: 760
Distinguished Professor of International
Affairs, School of Foreign Service, Georgetown
University, Washington, D.C., with which he
has been associated since prior to 1987. He is
moderator of 'Great Decisions', a foreign
affairs television series, author of numerous
articles relating to international issues for
professional publications and serves on the
board of the Carlisle Companies and several
world affairs organizations.
Dennis G. Little (60), is the former Executive Trustee since 1992 Growth and Income: 486
Vice President and Chief Financial Officer of
Textron Inc. (conglomerate).
William H. Mathers (81), Of Counsel to the law Trustee since 1992 Growth and Income: 11,514
firm of Chadbourne & Parke, with which he has Municipal Trust: 2,146
been associated since prior to 1987.
James L. McCabe (52), is President of McCabe Trustee since 1992 Fixed Income: 82,530 (1.5%)
Capital Managers, Ltd. (registered investment Aggressive Growth: 31,928
adviser) with which he has been associated Growth and Income: 3,126
since prior to 1987.
John J. Sheehan (65), consultant to Financial Trustee since 1992 Aggressive Growth: 10,200
Data 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 President and Trustee since 1992 Growth: 3,098
Director of Royal Insurance Companies with Aggressive Growth: 2,898
which he has been associated since prior to Growth and Income: 1,775
1987.
*Stephen K. West (67), is a partner of Sullivan Trustee since 1992 Aggressive Growth: 1,436
& Cromwell, counsel to Winthrop, with which he
has been associated since prior to 1987.
</TABLE>
- ------------
* Indicates 'interested' Trustee, as defined in the Investment Company Act.
** If no percentage is indicated, then the percentage owned is less than 1%.
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The Trustees and officers of Winthrop as a group owned beneficially 48,850
Shares of the Growth Fund, 179,145 (1.5%) Shares of the Aggressive Growth Fund,
145,337 (2.6%) Shares of the Fixed Income Fund, 36,093 Shares of the Growth and
Income Fund, and 41,546 (1.1%) Shares of the Municipal Trust Fund, representing
less than 1% of the outstanding Shares of each Fund unless otherwise noted.
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 ..................... $ 6,000 None None $ 6,000
(Trustee)
John J. Halsey ..................... $ 7,500 None None $ 7,500
(Trustee)
Stig Host .......................... $ 7,500 None None $ 7,500
(Trustee)
Peter F. Krogh ..................... $ 7,500 None None $ 7,500
(Trustee)
Dennis G. Little ................... $ 4,800 None None $ 4,800
(Trustee)
William H. Mathers ................. $ 7,500 None None $ 7,500
(Trustee)
James L. McCabe .................... $ 4,800 None None $ 4,800
(Trustee)
John J. Sheehan .................... $ 6,000 None None $ 6,000
(Trustee)
William C. Simpson ................. $ 6,000 None None $ 6,000
(Trustee)
Stephen K. West .................... $ 6,000 None None $ 6,000
(Trustee)
</TABLE>
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
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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 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, 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 address of each of the foregoing persons is 140 Broadway,
New York, New York 10005. 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 TRUSTEES RECOMMEND A VOTE 'FOR' ALL OF THE NOMINEES.
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
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charge. On October 19, 1995, the Board of Trustees of Winthrop, including a
majority of the Disinterested Trustees, considered the Alternative Purchase Plan
and amendments to the Declaration of Trust of Winthrop necessary 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 amendments to Winthrop's
Declaration of Trust to permit the issuance by Winthrop of multiple classes of
shares. A copy of the proposed amendments 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 choose the method of purchasing shares
that is more beneficial given the amount 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 for each Fund will be approved by the
initial sole shareholder of Class A shares of that Fund and, as discussed in
Proposal 4, must be approved by the existing shareholders of each Fund.
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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
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') and will automatically
convert to Class A shares after 8 years. 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 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 amendments to 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 TRUSTEES RECOMMEND THAT YOU VOTE 'FOR' THIS PROPOSAL NO. 2.
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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 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 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
will automatically convert to Class A shares of the same Fund upon the initial
offering of the Class A shares. Conversion is currently anticipated to occur in
or about February, 1996. Conversions will be effected automatically at 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.
9
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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.
APPROVAL OF CLASS A DISTRIBUTION PLANS
(FOR CONSIDERATION BY SHAREHOLDERS OF EACH FUND VOTING SEPARATELY)
(PROPOSAL NO. 4)
Winthrop's Trustees, including unanimous approval of Winthrop's
Disinterested Trustees in attendance at a meeting on October 19, 1995, 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 Meeting. 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. The 12b-1
plans for the Aggressive Growth Fund and the Growth and Income Fund were
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
10
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to the existing reimbursement type plans. The Proposed Class A Plans 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%. 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 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. 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
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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 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
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.
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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.
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 TRUSTEES RECOMMEND THAT YOU VOTE 'FOR' THIS PROPOSAL NO. 5.
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.
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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 18, 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.
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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 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(f)(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 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
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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 or 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.
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 of such Series or of any Class 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 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
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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, transfer agency, shareholder
servicing or other appropriate expenses 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.
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 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 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 by the Board of Directors) in the
net asset value, dividends, distribution and liquidation rights of the
shares of that Class.
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(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 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 or other expenses attributable to 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
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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
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:
(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 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.
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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 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.
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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
and 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, brokers, banks and other servicing entities and servicing
personnel (including the Fund's investment adviser and its personnel) or
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.
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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.
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
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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.
B-3
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<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 December 6, 1995 at
the Meeting of Shareholders to be held
on February 27, 1996, 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)
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<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>
