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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 AS AND OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
______________________________________________________________________________
1. Name and address of issuer:
G.T. Global Growth Series
50 California Street, 27th Floor
San Francisco, CA 94111
______________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
GT Global America Growth Fund(Class A, B and Advisor Class)
GT Global America Small Cap Growth Fund(Class A, B and Advisor Class)
GT Global America Value Fund(Class A, B and Advisor Class)
GT Global Europe Growth Fund(Class A, B and Advisor Class)
GT Global International Growth Fund(Class A, B and Advisor Class)
GT Global Japan Growth Fund(Class A, B and Advisor Class)
GT Global New Pacific Growth Fund(Class A, B and Advisor Class)
GT Global Worldwide Growth Fund(Class A, B and Advisor Class)
______________________________________________________________________________
3. Investment Company Act File Number:
811-2699
Securities Act File Number:
2-57526
______________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
______________________________________________________________________________
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:
81,350,635
______________________________________________________________________________
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number: -0-
Sale Price: -0-
______________________________________________________________________________
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 717,163,245
Sale Price: $8,761,134,459
______________________________________________________________________________
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2.
Number: 712,540,197
Sale Price: $8,679,484,708
______________________________________________________________________________
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):
Number: 8,970,692
Sale Price: $131,958,838
______________________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during $8,679,484,708
the fiscal year in reliance on rule 24f-2
(from Item 10):
(ii) Aggregate price of shares issued in connection $131,958,838
with dividend reinvestment plans (from Item 11,
if applicable):
(iii) Aggregate price of shares redeemed or repurchased $8,811,443,546
during the fiscal year (if applicable):
(iv) Aggregate price of shares redeemed or repurchased $ -0-
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued $ -0-
during the fiscal year in reliance on rule 24f-2
line (i), plus line (ii), less line (iii), plus
line (iv) (if applicable):
(vi) Multiplier prescribed by Section 8(b) of the 1/29%
Securities Act of 1933 or other applicable law or
regulation (see instruction C.8):
(vii) Fee due (line (i) or line (v) multiplied by $ -0-
line (vi)):
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).
/ /
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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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/ David J. Thelander
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David J. Thelander, Assistant Secretary
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Date 2/29/96
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*Please print the name and title of the signing officer below the signature.
_______________________________________________________________________________
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EXHIBIT 99.5
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KIRKPATRICK & LOCKHART LLP
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1800 MASSACHUSETTS AVENUE, N.W.
2ND FLOOR
WASHINGTON, D.C. 20036-1800
TELEPHONE (202) 778-9000
FACSIMILE (202) 778-9100
ARTHUR J. BROWN
(202) 778-9046
[email protected]
February 28, 1996
G.T. Global Growth Series
50 California Street
San Francisco, California 94111
Dear Sir or Madam:
G.T. Global Growth Series (the "Trust") is an unincorporated voluntary
association organized under the laws of the Commonwealth of Massachusetts by
Declaration of Trust. The Trust currently consists of eight series of shares of
beneficial interest ("Series"): GT Global America Growth Fund, GT Global Europe
Growth Fund, GT Global International Growth Fund, GT Global Japan Growth Fund,
GT Global Worldwide Growth Fund, GT Global New Pacific Growth Fund, GT Global
America Value Fund and GT Global America Small Cap Growth Fund. We understand
that the Trust is about to file a Rule 24f-2 Notice pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended, for the purpose of making
definite the number of shares of beneficial interest in the Trust which it has
registered under the Securities Act of 1933, as amended, and which were sold
during the Trust's fiscal year ended December 31, 1995.
We have, as counsel, participated in various business and other
proceedings relating to the Trust. We have examined copies, either certified
or otherwise proved to be genuine, of the Declaration of Trust and By-Laws of
the Trust, the minutes of the meetings of the board of trustees and other
documents relating to its organization and operation, and we generally are
familiar with its affairs. Based on the foregoing and assuming that the
shares were issued in compliance with federal and state securities laws, it
is our opinion that the shares of beneficial interest in the Trust sold
during the fiscal year ended December 31, 1995, the registration of which
will be made definite by the filing of the Rule 24f-2 Notice, were legally
issued, fully paid and nonassessable.
BOSTON * HARRISBURG * MIAMI * NEW YORK * PITTSBURGH * WASHINGTON
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KIRKPATRICK & LOCKHART LLP
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G.T. Global Growth Series
February 28, 1996
Page 2
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held liable personally for the obligations of the Trust or a
Series. The Declaration of Trust states that the creditors of, contractors with
and claimants against the Trust or a Series shall look only to the assets of
the Trust or such Series for payment. It also requires that notice of such
disclaimer be given in each note, bond contract, certificate, undertaking or
instrument made or issued by the officers or the trustees of the Trust on
behalf of the Trust or a Series. The Declaration of Trust further provides: (i)
for indemnification from Trust or Series assets, as appropriate, for all losses
and expenses of any shareholder personally held liable for the obligations of
the Trust or a Series by virtue of ownership of shares of a Series; and (ii)
for the Trust to assume the defense of any claim against any shareholder for
being or having been a shareholder of the Trust or a Series for any act or
obligation of the Trust or a Series. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Trust or a Series would be unable to meet its obligations.
We hereby consent to this opinion accompanying the Rule 24f-2 Notice which
you are about to file with the Securities and Exchange Commission.
Sincerely yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Arthur J. Brown
---------------------------------
Arthur J. Brown
