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 Multi-Sector Fixed Income Fund, Inc.
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:
Phoenix Multi-Sector Fixed Income Fund, Inc. Class A Shares
Phoenix Multi-Sector Fixed Income Fund, Inc. Class B Shares
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3. Investment Company Act File Number: 811-5909
Securities Act File Number: 33-31243
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4. Last day of fiscal year for which this notice is filed: October 31, 1995
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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:
4,203,435 shares $50,708,154
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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:
3,240,426 shares $39,177,292
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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):
963,009 shares $11,530,862
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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): $39,177,292
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +11,530,862
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): -82,127,826
(iv) Aggregate price of shares redeemed or
repurchased 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 during the fiscal year in reliance on
rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv) (if applicable): (31,419,672)
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6): x___________
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)] $ 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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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/ Patricia O. McLaughlin
Patricia O. McLaughlin, Assistant Secretary
Phoenix Multi-Sector Fixed Income Fund, Inc.
Date 12/28/95
*Please print the name and title of the signing officer below the signature.
funds\1961
<PAGE>
December 28, 1995
Board of Directors
Phoenix Multi-Sector Fixed Income Fund, Inc.
100 Bright Meadow Boulevard
Enfield, CT 06083
RE: Registration Statement No. 33-31243
Gentlemen:
I have served as counsel to the Phoenix Multi-Sector Fixed Income Fund,
Inc. 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 3,240,426 such shares sold in reliance
upon Rule 24f-2 under the Investment Company Act of 1940 during the fiscal year
ended October 31, 1995 (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 Rule 24f-2 Notice to be filed with the
Securities and Exchange Commission.
Very truly yours,
/s/ Patricia O. McLaughlin
Patricia O. McLaughlin
funds\1964
