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:
The Phoenix Edge Series Fund
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:
Aberdeen New Asia Series
Balanced Series
Growth Series
International Series
Money Market Series
Multi-Sector Fixed Income Series
Real Estate Securities Series
Strategic Allocation Series
Strategic Theme Series
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3. Investment Company Act File Number: 811-4642
Securities Act File Number: 33-5033
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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:
[ ]
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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:
All shares sold during the fiscal year were to unmanaged
separate accounts described in Instruction B-5 to this form.
0 shares $0
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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: 0
See Item 9
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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):
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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): $ 0
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11,
if applicable): +
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -
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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): +
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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):
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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
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The Phoenix Edge Series Fund
Date 2/21/97
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*Please print the name and title of the signing officer below the signature.
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<PAGE>
February 21, 1997
Board of Trustees
The Phoenix Edge Series Fund
101 Munson Street
Greenfield, MA 01301
RE: Registration Statement Nos. 33-5033 and 811-4642
Gentlemen:
I have served as counsel to The Phoenix Edge Series 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 shares sold in reliance upon Rule 24f-2 under the
Investment Company Act of 1940 during the fiscal year ended December 31, 1996
(the "Shares").
Based on my review of the relevant materials, it is my opinion that the
Shares issued during 1996 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
