June 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for Phoenix Income and Growth Fund
Registration No. 33-6930
To the Commission Staff:
The following information is provided pursuant to Rule 24f-2(b) under
the Investment Company Act of 1940.
(i) Fiscal year ended: April 30, 1995
(ii) Shares of beneficial interest previously registered which
remained unsold at the beginning of the fiscal year: None
(iii) Shares of beneficial interest registered otherwise than
pursuant to Rule 24f-2: None
(iv) Shares of beneficial interest sold during the fiscal year:
17,365,696
(v) Shares of beneficial interest sold during the fiscal year in
reliance upon Rule 24f-2: 17,365,696
<PAGE>
Securities and Exchange Commission
Rule 24f-2 Notice for Phoenix Income and Growth Fund
Registration No. 33-6930
Page 2
Enclosed is an opinion of counsel. No registration fee is required
pursuant to Section 6(b) of the Securities Act of 1933 for the fiscal year ended
April 30, 1995 because the number of shares redeemed exceeded the number of
shares sold.(1)
Very truly yours,
/s/ Patricia O. McLaughlin
Patricia O. McLaughlin
Assistant Secretary
Enclosures
funds\1676
- --------
(1) The registration fee is calculated as follows:
(a) Actual aggregate sales price of shares sold during the fiscal
year: $157,767,766.
(b) Actual aggregate price of shares redeemed or repurchased
during the fiscal year: $212,075,390.
(c) Actual aggregate price of shares repurchased or redeemed and
previously applied by the issuer on a filing made pursuant to
Section 24(e)(1): $0
(d) Difference of (b) less (c): $212,075,390.
(e) Difference of (a) less (d): ($54,307,624.)
(f) Registration fee pursuant to Section 6(b) of the Securities
Act of 1933: $0.
<PAGE>
June 27, 1995
Board of Trustees
Phoenix Income and Growth Fund
101 Munson Street
Greenfield, MA 01301
RE: Registration Statement No. 33-6930
Gentlemen:
I have served as counsel to the Phoenix Income and Growth 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 17,365,696 such shares sold in reliance
upon Rule 24f-2 under the Investment Company Act of 1940 during the fiscal year
ended April 30, 1995 (the "Shares").
Based on my review of the relevant materials, it is my opinion that the
Shares are duly issued, fully paid and non-assessable. I consent to the use of
this opinion in connection with the Rule 24f-2 Notice to be filed with the
Securities and Exchange Commission.
Very truly yours,
/s/ Patricia O. McLaughlin
Patricia O. McLaughlin
fund\1677
