Sullivan & Worcester LLP | T 202 775 1200 | ||||
1666 K Street, NW | F 202 293 2275 | ||||
Washington, DC 20006 | www.sandw.com |
August 2, 2010
VIA EDGAR
EDGAR Operations Branch
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
The Phoenix Edge Series Fund
(Phoenix Small-Cap Growth Series)
-Registration Statement on Form N-14
CIK 0000792359
Ladies and Gentlemen:
Pursuant to the Securities Act of 1933, as amended, and the General Rules and Regulations thereunder, enclosed for filing electronically is the Registration Statement on Form N-14 of The Phoenix Edge Series Fund (the “Fund”). This filing relates to the acquisition of the assets of Phoenix Mid-Cap Growth Series, a series of the Fund, by and in exchange for shares of Phoenix Small-Cap Growth Series, a series of the Fund.
Any questions or comments with respect to this filing may be directed to the undersigned at (202) 775-1207.
Very truly yours, | ||
/s/ David C. Mahaffey | ||
David C. Mahaffey |
Enclosures
cc: | Kathleen A. McGah, Esq. | |
Kevin J. Carr, Esq. | ||
Robert N. Hickey, Esq. |