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 Opportunity 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:
Developing Markets, Class A & B
International Equity, Class A & B
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3. Investment Company Act File Number: 811-9054
Securities Act File Number: 33-92982
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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:
5,041,068 shares $52,048,697
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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:
5,041,068 shares $52,048,697
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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):
-0-
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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):
$ 52,048,697
(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):
- 12,862,725
(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):
39,185,972
(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)]:
$ 11,874.54
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
Martin Jaffe, Treasurer
Date 12/30/96
*Please print the name and title of the signing officer below the signature
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
December 30, 1996
Winthrop Opportunity Funds
277 Park Avenue
24th Floor
New York, NY 10172
Re: Filing of Rule 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
as a Delaware Business Trust, in connection with the
filing of a Rule 24f-2 Notice (the "Notice"), pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as
amended (the "Investment Company Act") with the Securi-
ties and Exchange Commission (the "Commission"). In
accordance with Rule 24f-2(b)(1), the Notice makes defi-
nite registration of 5,041,068 of the Trust's shares of
beneficial interest, without par value (the "Shares"),
for the fiscal year ended October 31, 1996.
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 dated May 31, 1995, (ii) the By-laws
of the Trust, (iii) the Registration Statement of the
Trust on Form N-8A under 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 Commission under
the Securities Act of 1933, as amended (the "Securities
Act"), and 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 au-
thenticity of the originals of such copies. As to any
facts material to such opinions which were not indepen-
dently established, we have relied on statements or
representations of the trustees or officers of the Trust
or others.
This opinion is delivered in accordance with
the requirements of Rule 24f-2(b)(1) under the Investment
Company Act.
Members of this Firm are admitted to the prac-
tice of law in the State of New York, and we do not
express any opinion as to the law of any other jurisdic-
tion other than under the Delaware Business Trust Act.
Based upon and subject to the foregoing, we are
of the opinion that the Shares were duly authorized and,
assuming the shareholders' accounts have been duly
registered and 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. In giving this consent, we do not
thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securi-
ties Act or the Rules and Regulations of the Commission
promulgated thereunder and under the Investment Company
Act.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher
& Flom LLP
WINTHROP OPPORTUNITY FUNDS
TREASURERS CERTIFICATE
The undersigned does hereby certify that (a) he is the
Treasurer of Winthrop Opportunity Funds, a Delaware business trust
(the "Fund"); (b) the Fund's Registration Statement on Form N-1A in
Post-Effective Amendment No. 1 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 5,041,068
shares of beneficial interest of the Fund (comprised of shares of
Class A and Class B of the Developing Markets Fund and the
International Equity Fund, the two series designated by the Fund) (the
"Shares"); (d) the Shares were sold and issued in accordance with the
terms of (1) the Fund's Agreement and Declaration of Trust, as
amended, and (2) the Registration Statement on Form N-1A of the Fund
(File No. 33-92982), as amended; (e) 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
$52,048,697) and said net asset value was in all instances not less
than the par value of each Share; and (f) 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
