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:
Phoenix Series Fund
101 Munson Street
Greenfield, MA 01301
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2. Name of each series or class of funds for which this notice is filed:
Aggressive Growth Fund Series Class A Shares
Aggressive Growth Fund Series Class B Shares
Balanced Fund Series Class A Shares
Balanced Fund Series Class B Shares
Convertible Fund Series Class A Shares
Convertible Fund Series Class B Shares
Growth Fund Series Class A Shares
Growth Fund Series Class B Shares
High Yield Fund Series Class A Shares
High Yield Fund Series Class B Shares
Money Market Fund Series Class A Shares
Money Market Fund Series Class B Shares
U.S. Government Securities Fund Series Class A Shares
U.S. Government Securities Fund Series Class B Shares
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3. Investment Company Act File Number: 811-810
Securities Act File Number: 2-14069
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4. Last day of fiscal year for which this notice is filed: October 31, 1996
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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:
[None]
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
[None]
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9. Number and aggregate sale price of securities sold during the fiscal year:
1,318,334,549 shares $2,568,501,436
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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:
1,286,633,839 shares $2,159,475,834
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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):
31,700,710 shares $409,025,602
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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): $ 2,159,475,834
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): +409,025,602
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -3,185,267,299
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(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
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(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): (616,765,863)
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(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
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)] $ 0
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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 (17 CFR 202.3a).
[ X ]
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/ Thomas N. Steenburg
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Thomas N. Steenburg, Assistant Secretary
Phoenix Series Fund
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Date 12/27/96
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*Please print the name and title of the signing officer below the signature.
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<PAGE>
December 27, 1996
Board of Trustees
Phoenix Series Fund
101 Munson Street
Greenfield, MA 01301
RE: Registration Statement No. 2-14069
Gentlemen:
I have served as counsel to the Phoenix Series Fund in connection with the
registration on Form N-1A of an indefinite number of its shares of beneficial
interest under the Securities Act of 1933 and the subsequent notification with
respect to 1,286,633,839 such shares sold in reliance upon Rule 24f-2 under the
Investment Company Act of 1940 during the fiscal year ended October 31, 1996
(the "Shares").
Based on my review of the relevant materials, it is my opinion that the
Shares are legally issued, fully paid and non-assessable. I consent to the use
of this opinion in connection with the Form 24F-2 to be filed with the
Securities and Exchange Commission.
Very truly yours,
/s/ Thomas N. Steenburg
Thomas N. Steenburg
