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 Income and Growth Fund
101 Munson Street
Greenfield, Massachusetts 01301
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2. Name of each series or class of funds for which this notice is filed:
Phoenix Income and Growth Fund Class A Shares
Phoenix Income and Growth Fund Class B Shares
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3. Investment Company Act File Number: 811-4728
Securities Act File Number: 33-6930
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4. Last day of fiscal year for which this notice is filed: April 30, 1997
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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:
14,093,071 shares $139,000,751
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<PAGE>
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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:
5,844,446 shares $58,445,300
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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):
8,248,625 shares $80,555,451
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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): $ 58,445,300
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable): + 80,555,451
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 190,128,931
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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): (51,128,180)
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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
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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).
[ ]
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/ Thomas N. Steenburg
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Thomas N. Steenburg, Assistant Secretary
Phoenix Income and Growth Fund
Date 6/27/97
*Please print the name and title of the signing officer below the signature.
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<PAGE>
June 27, 1997
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 5,844,446 such shares sold in reliance
upon Rule 24f-2 under the Investment Company Act of 1940 during the fiscal year
ended April 30, 1997 (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
