FRANKLIN/TEMPLETON GROUP OF FUNDS
777 Mariners Island Boulevard
San Mateo, California 94404
July 26, 1995
Filed Via EDGAR (CIK #0000002768)
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice of AGE High Income Fund, Inc.
File No. 2-30203
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
AGE High Income Fund, Inc. (the "Fund") hereby files its Rule 24f-
2 Notice for the fiscal year ended May 31, 1995 (the "Fiscal
Year"). As shown on the attached calculation, no registration fee
is payable.
At the beginning of the Fiscal Year, the Fund had 23,609,456
shares of capital stock which had been registered under the
Securities Act of 1933 other than pursuant to Rule 24f-2, but
which remained unsold.
During the Fiscal Year, the Fund registered 17,190,339 shares of
capital stock other than pursuant to Rule 24f-2 and sold a total
of 232,974,376 shares. 1/ All of the Fund shares sold during the
Fiscal Year were sold in reliance upon the registration pursuant
to Rule 24f-2. Attached is an opinion of counsel indicating that
these securities were legally issued, fully paid and non-
assessable.
Sincerely,
AGE HIGH INCOME FUND, INC.
/s/ Larry L. Greene
Larry L. Greene
Assistant Secretary
1/ Footnote to Rule 24f-2 Notice for AGE High Income Fund, Inc.
The calculation pursuant to subsection (c) of Rule 24f-2 of the
fee in connection with the shares sold in reliance upon Rule 24f-2
is as follows:
Aggregate sales price of securities sold in
reliance upon Rule 24f-2 during Fiscal Year $618,499,912
Less: the difference between:
(1) the aggregate redemption/
repurchase price of Fund
shares redeemed or repur-
chased during the Fiscal
Year and $646,022,281*
(2) the aggregate redemption/
repurchase price of Fund
shares redeemed or repur-
chased during the Fiscal
year and previously applied
pursuant to Rule 24e-2(a) in
filings made pursuant to
Section 24(e)(1) of the
Investment Company Act of
1940 -0- $646,022,281
Aggregate sales price on which fee
will be based $0
Divided by:
Rate of fee pursuant to Section
6(b) of Securities Act of 1933
2900
Fee payable $0
* of which $618,499,912 are being applied to offset sales.
Stradley Ronon Stevens and Young
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
Direct Dial:
(215) 564-8101
July 25, 1995
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, 1995, 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 232,974,376 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, 1995, 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
