Annual Notice of Securities Sold Pursuant to Rule 24f-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form
before preparing Form.
Please print or type.
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1. Name and address of issuer: Winthrop Focus Funds
277 Park Avenue, New York, NY 10172
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2. Name of each series or class of funds for which this notice is filed:
(1) Growth Fund, Class A & B (2) Fixed Income Fund, Class A & B (3)
Aggressive Growth Fund, Class A & B (4) Growth & Income Fund, Class A
& B (5) Municipal Trust Fund, Class A & B
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3. Investment Company Act File Number: 811-04604
Securities Act File Number: 33-03706
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4. Last day of fiscal year for which this notice is filed:
10/31/96
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5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
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6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
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7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year:
-0-
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8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
-0-
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9. Number and aggregate sale price of securities sold during the
fiscal year:
41,395,543 shares $591,798,233
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10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
41,395,543 shares $591,798,233
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11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
1,184,322 shares $15,128,059
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f- 2 (from Item 10):
$ 591,798,233
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 15,128,059
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- 569,851,820
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
+ n/a
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable):
37,074,472
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6):
x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 11,234.69
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days after the close
of the issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17CFR 202.3a).
[080]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
12/27/96
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SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)* /s/ Martin Jaffe
Matin Jaffe, Treasurer
Date 12/30/96
*Please print the name and title of the signing officer below the
signature
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC) 125 Broad Street, New York
CABLE ADDRESS: LADYCOURT, NEW YORK 10004-2498
FACSIMILE: (212) 558-3588 (125 Broad Street) __________
(212) 558-3792 (250 Park Avenue) 250 PARK AVENUE, NEW YORK
10177-0021
1701 PENNSYLVANIA AVE, N.W.
WASHINGTON, D.C. 20006-5805
444 SOUTH FLOWER STREET,
LOS ANGELES 90071-2901
8, PLACE VENDOME, 75001 PARIS
ST. OLAVE'S HOUSE,
9a IRONMONGER LANE,
LONDON EC2V 8EY
101 COLLINS STREET, MELBOURNE
3000
2-1, MARUNOUCHI I-CHOME,
CHIYODA-KU, TOKYO 100
3602 GLOUCESTER TOWER,
11 PEDDER STREET, HONG KONG
December 27, 1996
Winthrop Focus Funds,
277 Park Avenue
New York, New York 10172.
Dear Sirs:
You have requested our opinion in connection with
the notice which you propose to file pursuant to Rule 24f-2
under the Investment Company Act of 1940 with respect to
40,174,582 of your Class A shares of beneficial interest,
$.01 par value (the "Class A Shares"), of which 33,942,733
were issued on February 28, 1996 upon conversion of your
then existing shares of beneficial interest, $.01 par value,
and 1,220,961 of your Class B shares of beneficial interest,
$.01 par value (the "Class B Shares" and, together with the
Class A Shares, the "Shares").
As your counsel, we are familiar with your
organization and status as a trust and the validity of your
Shares.
We advise you that, in our opinion, the Shares are
validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal
laws of the United States and the laws of the Commonwealth
of Massachusetts and we are expressing no opinion as to the
effect of the laws of any other jurisdiction.
We have relied as to certain matters on
information obtained from public officials, your officers
and other sources believed by us to be responsible.
We consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the
notice referred to above. In giving such consent, we do not
thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities
Act of 1933.
Very truly yours,
SULLIVAN & CROMWELL
WINTHROP FOCUS FUNDS
TREASURERS CERTIFICATE
The undersigned does hereby certify that (a) he is the
Treasurer of Winthrop Focus Funds, a Massachusetts business trust (the
"Fund"); (b) the Fund's Registration Statement on Form N-1A in
Post-Effective Amendment No. 14 under the Securities Act of 1933, as
amended, is in full force and effect and no stop order is in effect
relating thereto nor, to the undersigned's best knowledge, has any
proceeding to impose a stop order been commenced to date; (c) during
the fiscal year ended October 31, 1996, the Fund issued 41,395,543
shares of beneficial interest of the Fund (comprised of Class A and
Class B shares of the Fixed Income Fund, Aggressive Growth Fund,
Growth and Income Fund, Growth Fund and the Municipal Trust Fund, the
five series designated by the Fund) (the "Shares"); (d) of the Shares
issued, 40,174,582 were Class A shares of which 33,942,733 were issued
due to the conversion of the then existing shares to Class A on
February 28, 1996 and 1,220,961 were Class B shares; (e) the Shares
were sold and issued in accordance with the terms of (1) the Fund's
Amended and Restated Agreement and Declaration of Trust, as amended,
and (2) the Registration Statement on Form N-1A of the Fund (File No.
33-3706), as amended; (f) as consideration for each of the Shares, the
Fund received cash, in an amount equal to the appropriate net asset
value on the date issued of each Share (aggregating $591,798,233,
comprised of $573,792,449 from the issuance of Class A shares of which
$487,792,449 was received from the conversion of the then existing
shares to Class A on February 28, 1996, and $18,005,784 was received
from the issuance of Class B shares) and said net asset value was in
all instances not less than the par value of each Share; and (g) in
connection with the issuance of each Share, its net asset value was
computed in accordance with the Registration Statement and the
appropriate rules and regulations of the Securities and Exchange
Commission.
Dated: December 30, 1996
/s/ Martin Jaffe
Martin Jaffe, Treasurer
