<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Income Fund
(Name of Registrant)
File No. 2-92661
</PAGE>
<PAGE>
FILE NO. 2-92661
Fidelity Income Fund
: Fidelity Ginnie Mae Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended July 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
18,488,571 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
425,312 shares
(iv) Number of Securities Sold During Fiscal Year
20,364,931 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
20,364,931 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
20,364,931
$
219,225,270
Redemptions See Note (2) :
(20,364,931)
$
(219,225,270)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended July 31, 1994
, aggregated
38,220,742
and $411,082,930
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Income Fund
:
Fidelity Ginnie Mae Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-92661
Fidelity Income Fund
: Fidelity Mortgage Securities Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended July 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
39,246,281 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
4,390,135 shares
(iv) Number of Securities Sold During Fiscal Year
7,107,385 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
7,107,385 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
7,107,385
$
75,437,490
Redemptions See Note (2) :
(7,107,385)
$
(75,437,490)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended July 31, 1994
, aggregated
12,806,427
and $136,632,161
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Income Fund
:
Fidelity Mortgage Securities Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-92661
Fidelity Income Fund
: Spartan Limited Maturity Government Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended July 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
34,760,596 shares
(iv) Number of Securities Sold During Fiscal Year
37,868,259 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
37,868,259 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
37,868,259
$
379,641,033
Redemptions See Note (2) :
(37,868,259)
$
(379,641,033)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended July 31, 1994
, aggregated
89,180,987
and $886,132,716
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Income Fund
:
Spartan Limited Maturity Government Fund
By John H. Costello
Assistant Treasurer
</PAGE>
September 21, 1994
Mr. John H. Costello, Assistant Treasurer
Fidelity Income Fund
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Income Fund (the Trust) is a Massachusetts business trust initially
created under the name "Fidelity Mortgage Securities Fund" under a
written Declaration of Trust dated August 7, 1984 and executed and
delivered in Boston, Massachusetts. The name of the Trust was changed to
"Fidelity Income Fund" by a supplement to the Declaration of Trust dated
October 25, 1985, filed with the secretary of the Commonwealth on
December 6, 1985. A supplement to the Declaration of Trust, dated
February 20, 1987, was filed with the Secretary of the Commonwealth of
Massachusetts on February 20, 1987. An additional supplement to the
Declaration of Trust, dated September 20, 1989, was filed with the
Secretary of the Commonwealth of Massachusetts on September 20, 1989.
I have conducted such legal and factual inquiry as I have deemed necessary
for the purpose of rendering this opinion.
Under Article III, Section 1, of the Declaration of Trust, the beneficial
interest in the Trust shall be divided into such transferable Shares of one or
more separate and distinct Series as the Trustees shall from time to time
create and establish. The number of Shares is unlimited and each Share
shall be without par value and shall be fully paid and non assessable. The
Trustees shall have full power and authority, in their sole discretion and
without obtaining any prior authorization or vote of the Shareholders of the
Trust to create and establish (and to change in any manner) Shares with
such preferences, voting powers, rights, and privileges as the Trustees may
from time to time determine, to divide or combine the Shares into a greater
or lesser number, to classify or reclassify any issued Shares into one or
more Series of Shares, to abolish any one or more Series of Shares, and to
take such other action with respect to the Shares as the Trustees may deem
desirable.
Under Article III, Section 4, the Trustees shall accept investments in the
Trust from such persons and on such terms as they may from time to time
authorize. Such investments may be in the form of cash or securities in
which the appropriate Series is authorized to invest, valued as provided in
Article X, Section 3. After the date of the initial contribution of capital,
the number of Shares to represent the initial contribution may in the Trustees'
discretion be considered as outstanding and the amount received by the
Trustees on account of the contribution shall be treated as an asset of the
Trust. Subsequent investments in the Trust shall be credited to each
Shareholder's account in the form of full Shares at the Net Asset Value per
Share next determined after the investment is received; provided, however,
that the Trustees may, in their sole discretion, (a) impose a sales charge
upon investments in the Trust and (b) issue fractional Shares.
By a vote adopted on August 7, 1984 and amended on October 25, 1985,
the Board of Trustees authorized the issue and sale, from time to time, of
an unlimited number of shares of beneficial interest of the Trust in
accordance with the terms included in the current Registration Statement
and subject to the limitations of the Declaration of Trust and any
amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, the Trust has registered an indefinite number of
shares of beneficial interest under the Securities Act of 1933. I further
understand that, pursuant to the provisions of Rule 24f-2, the Trust is
about to file with the Securities and Exchange Commission a notice making
definite the registration of 65,340,575 shares of the Trust (the Shares) sold
in reliance upon Rule 24f-2 during the Trust's fiscal year ended July 31,
1994.
I am of the opinion that all necessary Trust action precedent to the issue of
Shares has been duly taken, and that all the Shares were legally and validly
issued, and are fully paid and nonassessable, except as described in each
Fund's Statement of Additional Information under the heading "Description
of the Trust." In rendering this opinion, I rely on the representation by the
Trust that it or its agent received consideration for the Shares in
accordance with the Trust 's Declaration of Trust, and I express no opinion
as to compliance with the Securities Act of 1933, the Investment Company
Act of 1940 or applicable state "Blue Sky" or state securities laws in
connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice which you
are about to file under the 1940 Act with said Commission.
Sincerely,
/s/Arthur S. Loring
Arthur S. Loring, Esq.
Vice President- Legal
