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                           WINTHROP OPPORTUNITY FUNDS
    WINTHROP DEVELOPING MARKETS FUND AND WINTHROP INTERNATIONAL EQUITY FUND
                                 (THE 'FUNDS')
       SUPPLEMENT DATED MAY 1, 1997 TO PROSPECTUS DATED JANUARY 24, 1997
 
  For  the  period  May  1,  1997 through  October  31,  1997,  the  Adviser and
Subadviser have agreed to continue  to voluntarily reduce their management  fees
by  the amount that Total Fund Operating  Expenses exceed 2.15% and 2.90% of the
average daily net assets  of the Class  A and Class  B shares, respectively,  of
each Fund. After October 31, 1997, the Adviser and Subadviser may, in their sole
discretion, determine to discontinue this practice with respect to either Fund.



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