Richard D. Silberman
Lawyer
465 California Street, Suite 1020
San Francisco, California 94104
Telephone (415) 398-7020
Facsimile (415) 398-5061
February 20, 1998
Parnassus Income Fund
One Market - Steuart Tower
Suite 1600
San Francisco, California 94105
Gentlemen:
You have requested my opinion for use in conjunction with a Form 24F-2,
Annual Notice of Securities Sold Pursuant to Rule 24f-2, for the Parnassus
Income Fund (the "Fund") to be filed in respect of shares of the Fund (the
"Shares") sold for the fiscal year ended December 31, 1997 pursuant to the
Fund's registration statement filed with the Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933, File No. 33-36065 (the
"Registration Statement").
In its Registration Statement, the Fund elected to register an indefinite
number of Shares pursuant to the provisions of SEC Rule 24f-2.
I have reviewed the amended Registration Statement of the Fund and such
other documents and records as I have deemed relevant to the expression of an
opinion. On the basis of the foregoing, it is my opinion that the Shares sold
for the fiscal year ended December 31, 1997, registration of which the Form
24F-2 makes definite in number, were legally issued, fully paid and
non-assessable.
I consent to your filing this opinion as an Exhibit to the Form 24F-2
referred to above, the Registration Statement of the Fund and to any application
or registration statement filed under the securities laws of any of the States
of the United States.
Sincerely,
Original signed by
Richard D. Silberman
RDS:mf
<PAGE>
Rule 24f-2 Notice
The Parnassus Income Fund
One Market
Steuart Tower - Suite #1600
San Francisco, CA 94105
1933 Act No. 33-36065
(1) Fiscal period for which notice is filed is year ending December 31, 1997
(2) The amount of securities sold other than pursuant to Rule 24f-2, but which
remain unsold as of December 31, 1997
-0-
(3) The amount of securities registered during the fiscal period of this
notice other than pursuant to Rule 24f-2
-0-
(4) The amount of securities sold during the fiscal period of this notice
$11,351,699
(5) The amount of securities sold during the fiscal period of this notice
in reliance upon registration pursuant to Rule 24f-2 (See attached
computation of fee)
$11,351,699
Witness the due execution hereof this 20th day of
February, 1998.
ORIGINAL SIGNED BY
Richard D. Silberman, Secretary
<PAGE>
Rule 24f-2 Notice
The Parnassus Income Fund
One Market
Steuart Tower - Suite #1600
San Francisco, CA 94105
1933 Act No. 33-36065
Computation of Fee
(1) Actual aggregate sales price of Registrant's securities sold pursuant
to Rule 24f-2 during the fiscal period for which the 24f-2 notice is
filed
$11,351,699
(2) Reduced by the difference between:
(a) Actual aggregate redemption prices of such securities
redeemed by the issuer during the fiscal period for which the
24f-2 notice is
filed $8,331,137
(b) Actual aggregate redemption price of such redeemed securities
previously applied by the issuer pursuant to Section 24e (2) (a) for the fiscal
period for which the 24f-2 notice is filed $ -0-
$8,331,137
Total amount upon which the fee calculation specified in Section 6(b) of the
Securities Act of 1933 is based $3,020,562
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FEE SUBMITTED (1/34of 1% of Total Amount [.000295])
$891.07
=========================
