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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 AT END 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
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2. Name of each series or class of funds for which this notice is filed:
GT Global America Mid Cap 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
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4. Last day of fiscal year for which this notice is filed:
December 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:
/ /
______________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
Date:____________________
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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:
Number: -0-
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number: -0-
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9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 959,792,412
Sale Price: $12,517,161,157
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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.
Number: 959,792,412
Sale Price: $12,517,161,157
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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):
Number: 10,195,877
Sale Price: $135,384,135
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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):
Sale Price: $12,517,161,157
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable):
Price: $135,384,135
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
Price: $12,652,545,292
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable):
Price: $-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):
Price: $-0-
(vi) Multiplier prescribed by Section 8(b) of the
Securities Act of 1933 or other applicable law or
regulation (see instruction C.6):
1/3300
(vii) Fee due (line (i) or line (v) multiplied by
line (vi)):
Fee: $-0-
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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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).
/ /
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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
_______________________________________________
Date: February 27, 1997
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[LETTERHEAD]
Exhibit 99.5
February 27, 1997
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 Mid Cap 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, 1996.
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, 1996, the registration of which will be made
definite by the filing of the Rule 24f-2 Notice, were legally issued, fully
paid and nonassessable.
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G.T. Global Growth Series
February 27, 1997
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
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Arthur J. Brown
