ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
WINTHROP OPPORTUNITY FUNDS
140 Broadway, New York, NY 10005
2. Name of each series or class of funds for which this notice is filed:
Winthrop Developing Markets Fund Class A, Winthrop Developing
Markets Fund Class B,
Winthrop International Equity Fund Class A, Winthrop
International Equity Fund Class B
3. Investment Company Act File Number: 811-9054
Securities Act File Number: 33-92982
4. Last day of fiscal year for which this notice is filed: 10/31/95
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration: ( )
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
0
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the
fiscal year:
4,836,672 shares $48,205,020
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
4,836,672 shares $48,205,020
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):
None
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):
$ 48,205,020
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable):
+ 0
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- 0
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable):
+ 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable):
48,205,020
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6):
x .00020
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
$9,641.00
INSTRUCTION: ISSUERS SHOULD COMPLETE
LINES (II), (III), (IV) AND
(V) ONLY IF THE FORM IS
BEING FILED WITHIN 60 DAYS
AFTER THE CLOSE OF THE
ISSUER'S FISCAL YEAR. SEE
INSTRUCTION C.3.
13. CHECK BOX IF FEES ARE BEING REMITTED TO THE COMMISSION'S
LOCKBOX DEPOSITORY AS DESCRIBED IN SECTION 3A OF THE
COMMISSION'S RULES OF INFORMAL AND OTHER PROCEDURES (17 CFR
202.3A). (X)
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
11/15/95
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)* /s/ Martin Jaffe
Martin Jaffe, Treasurer
Date 11/14/95
* Please print the name and title of the signing officer
below the signature.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 Third Avenue
New York, New York 10022
(212) 735-3000
November 15, 1995
Winthrop Opportunity Funds
140 Broadway
New York, NY 10005
Re: Filing of 24f-2 Notice
Ladies and Gentlemen:
We have acted as special counsel to Winthrop
Opportunity Funds (the "Trust"), organized and existing
under and by virtue of the laws of the State of Delaware (a
"Delaware Business Trust"), in connection with the filing
of a 24f-2 Notice (the "Notice") with the Securities and
Exchange Commission (the "Commission"). The Notice makes
definite registration of 4,836,672 of the Trust's shares
of beneficial interest, without par value (the "Shares"),
for the fiscal year ended October 31, 1995.
In connection with the foregoing, we have
examined the originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Agreement and
Declaration of Trust of the Trust dated May 31, 1995 (the
"Agreement and Declaration of Trust"), (ii) the By-laws
of the Trust, (iii) the Registration Statement of the
Trust on Form N-8A under the Investment Company Act of
1940, as amended (the "Investment Company Act"), dated
May 30, 1995, (iv) the Registration Statement of the
Trust on Form N-1A (File Nos. 33-92982 and 811-9054)
relating to the Shares filed with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), and the Investment Company
Act of 1940 (the "Investment Company Act") including the
prospectus forming a part thereof (the "Prospectus"), (v)
certain resolutions adopted by the Board of Trustees of
the Trust relating to the authorization, issuance and
sale of the Shares and (vi) such other agreements, documents,
certificates and other records as we have deemed necessary
or appropriate as a basis for the opinions set forth herein.
In such examination we have assumed the legal
capacity of natural persons, the genuineness of all
signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents
of all documents submitted to us as copies and the
authenticity of the originals of such copies. As to
any facts material to such opinions which were not
independently established, we have relied on statements
or representations of officers of the Trust or others.
Members of this Firm are admitted to the
practice of law in the State of Delaware and we express
no opinion as to the law of any other jurisdiction.
Based upon and subject to the foregoing, we are
of the opinion that the Shares were duly authorized and, assuming
certificates therefor have been duly executed and delivered or
the shareholders' accounts have been duly credited and the Shares
were paid for as provided in the Prospectus, such Shares were
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion
with the Notice.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher
& Flom
