U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
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1. Name and address of issuer:
AGE High Income Fund, Inc.
777 Mariners Island Blvd., P.O. Box 7777, San Mateo, CA 94403-7777
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2. Name of each series or class of funds for which this notice is filed:
AGE High Income Fund - Class I
AGE High Income Fund - Class II
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3. Investment Company Act File Number: 811-1608
Securities Act File Number: 2-30203
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4. Last day of fiscal year for which this notice is filed: 5/31/96
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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): n/a
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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: 40,799,795 shares
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 10,092,468 shares
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9. Number and aggregate sale price of securities sold during the fiscal year:
278,568,616 shares ($774,962,095)
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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:
227,676,353 shares ($639,246,099)
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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): Not Applicable
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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): $639,246,099
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + n/a
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): -$468,406,924
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule
24e-2 (if applicable): + n/a
(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): $170,839,175
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6): x 1/2900
(vii)Fee due [line (i) or line (v) multiplied by
line (vii)]: $58,910
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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).
[x]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: 7/25/96
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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/ Larry L. Greene
ASSISTANT SECRETARY
Date 7/25/96
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STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 ONE COMMERCE SQUARE
PHILADELPHIA, PENNSYLVANIA 19103-7098
Direct Dial:
(215) 564-8101
July 23, 1996
AGE High Income Fund, Inc.
777 Mariners Island Boulevard
San Mateo, CA 94404
Gentlemen:
You have requested our opinion with respect to the shares of capital stock
sold by AGE High Income Fund, Inc. (the "Company") during its fiscal year ended
May 31, 1996, in connection with the Notice being filed by the Company pursuant
to Rule 24f-2 under the Investment Company Act of 1940. You have represented
that a total of 227,676,353 shares were sold by the Company during said fiscal
year, all of which were sold in reliance upon Rule 24f-2.
Based upon our review of such records, documents, and representations as
we have deemed relevant, it is our opinion that the shares of capital stock of
the Company sold and issued by the Company during its fiscal year ended May 31,
1996, in reliance upon the registration under the Securities Act of 1933
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended,
were legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the "Rule
24f-2 Notice" being filed by the Company, covering the registration of the said
shares under the Securities Act and the applications and registration
statements, and amendments thereto, filed in accordance with the securities laws
of the various states in which shares of the Company are offered, and we further
consent to reference in the Prospectus of the Company, to the fact that this
opinion concerning the legality of the issue has been rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG
By:/s/Audrey C. Talley
Audrey C. Talley
