UNITED STATES
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 securities for which this Form is filed
(If the Form is being filed for all series and classes of securities of
the issuer, check the box but do not list series or classes):
[ x ]
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3. Investment Company Act File Number: 811-9054
Securities Act File Number: 33-929824
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4.(a) Last day of fiscal year for which this Form is filed: 10/31/97
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4(b). [ ] Check box if this Form is being filed late (i.e., more than 90
calendar days after the end of the issuer's fiscal year).
(See Instruction A.2)
Note: If the Form is being filed late, interest must be paid on the
registration fee due.
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4(c). [ ] Check box if this is the last time the issuer will be filing this
Form.
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5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year pursuant to section 24(f): $ 327,236,700
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: -$ 258,132,454
(iii) Aggregate price of securities redeemed or
repurchased during any prior fiscal year ending
no earlier than October 11, 1995 that were not
previously used to reduce registration fees
payable to the Commission: $ 0
(iv) Total available redemption credits
[add items 5(ii) and 5(iii)]: -$ 258,132,454
(v) Net sales - if Item 5(i) is greater than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]: $ 69,104,246
(vi) Redemption credits available for use in future years $ ( )
-if Item 5(i) is less than Item 5(iv) [subtract Item
5(iv) from Item 5(i)]:
(vii) Multiplier for determining registration fee (See
Instruction C.9): x .000295
(viii) Registration fee due [multiply Item 5(v) by Item
5(vii)] (enter "0" if no fee is due): =$ 20,385.75
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6. Prepaid Shares If the response to item 5(i) was determined by deducting an
amount of securities that were registered under the Securities Act of 1933
pursuant to rule 24e-2 as in effect before [effective date of rescission of
rule 24e-2], then report the amount of securities (number of shares or other
units) deducted here: N/A . If there is a number of shares or other units
that were registered pursuant to rule 24e-2 remaining unsold at the end of
the fiscal year for which this form is filed that are available for use by
the issuer in future fiscal years, then state that number here: N/A .
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7. Interest due - if this Form is being filed more than 90 days after the end of
the issuer's fiscal year (see Instruction D):
+$ 0
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8. Total of the amount of the registration fee due plus any interest due
[line 5(viii) plus line 7]:
=$ 20,385.75
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9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
Method of Delivery:
[x] Wire Transfer
[ ] Mail or other means
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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/ Brian Kammerer
Brian Kammerer, Vice President
Date 1/21/98
* Please print the name and title of the signing officer below the signature.
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. 6
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, 1997, the Fund issued 310,600,708
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 and
shares of the U.S. Government Money Fund and Municipal Money Fund, the four
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 $327,236,700) 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: January 23, 1998
/s/ Martin Jaffe
Martin Jaffe, Treasurer
