FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-04085
EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER: Fidelity Income Fund
Fund Name: Fidelity Income Replacement 2028 Fund
82 DEVONSHIRE STREET, BOSTON, MA 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SCOTT C.GOEBEL, SECRETARY, 82 DEVONSHIRE STREET, BOSTON, MA 02109
(NAME AND ADDRESS OF AGENT FOR SERVICE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 617-563-7000
DATE OF FISCAL YEAR END: JULY 31
DATE OF REPORTING PERIOD: 06/30/2008
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE INVESTMENT COMPANY ACT OF 1940, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THERE UNTO DULY AUTHORIZED.
Fidelity Income Fund
BY: /s/ JOHN R. HEBBLE*
JOHN R. HEBBLE, TREASURER
DATE: 08/11/2008 02:36:56 PM
*BY: /s/ CLAIRE S. WALPOLE
CLAIRE S. WALPOLE, VICE PRESIDENT, FIDELITY MANAGEMENT & RESEARCH COMPANY, PURSUANT TO A POWER OF ATTORNEY DATED JUNE 11, 2008 AND FILED HEREWITH.
VOTE SUMMARY REPORT
Fidelity Income Replacement 2028 Fund
07/01/2007- 06/30/2008
Note: The Security ID will be the CUSIP (Committee on Uniform Securities Identification Procedures) when available. When CUSIP is not available, an alternate identifier, e.g., CINS, will be provided.
| ISSUER NAME: FIDELITY 100 INDEX FUND MEETING DATE: 04/16/2008 | ||||
| TICKER: FOHIX SECURITY ID: 315912816 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT JAMES C. CURVEY AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT DENNIS J. DIRKS AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT ALAN J. LACY AS A DIRECTOR | Management | For | Proportional |
| 1. 5 | ELECT NED C. LAUTENBACH AS A DIRECTOR | Management | For | Proportional |
| 1. 6 | ELECT JOSEPH MAURIELLO AS A DIRECTOR | Management | For | Proportional |
| 1. 7 | ELECT CORNELIA M. SMALL AS A DIRECTOR | Management | For | Proportional |
| 1. 8 | ELECT WILLIAM S. STAVROPOULOS AS A DIRECTOR | Management | For | Proportional |
| 1. 9 | ELECT DAVID M. THOMAS AS A DIRECTOR | Management | For | Proportional |
| 1. 10 | ELECT MICHAEL E. WILEY AS A DIRECTOR | Management | For | Proportional |
| 2 | TO AMEND THE DECLARATION OF TRUST OF EACH OF FIDELITY ADVISOR SERIES I, FIDELITY ADVISOR SERIES VII, FIDELITY ADVISOR SERIES VIII, FIDELITY COMMONWEALTH TRUST, AND FIDELITY DESTINY PORTFOLIOS TO REDUCE THE REQUIRED QUORUM FOR FUTURE SHAREHOLDER MEETINGS. | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: FIDELITY ADVISOR MID CAP II FUND MEETING DATE: 06/18/2008 | ||||
| TICKER: FIIMX SECURITY ID: 315807487 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT JAMES C. CURVEY AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT DENNIS J. DIRKS AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT ALAN J. LACY AS A DIRECTOR | Management | For | Proportional |
| 1. 5 | ELECT NED C. LAUTENBACH AS A DIRECTOR | Management | For | Proportional |
| 1. 6 | ELECT JOSEPH MAURIELLO AS A DIRECTOR | Management | For | Proportional |
| 1. 7 | ELECT CORNELIA M. SMALL AS A DIRECTOR | Management | For | Proportional |
| 1. 8 | ELECT WILLIAM S. STAVROPOULOS AS A DIRECTOR | Management | For | Proportional |
| 1. 9 | ELECT DAVID M. THOMAS AS A DIRECTOR | Management | For | Proportional |
| 1. 10 | ELECT MICHAEL E. WILEY AS A DIRECTOR | Management | For | Proportional |
| 2 | TO AMEND THE DECLARATION OF TRUST OF EACH OF FIDELITY ADVISOR SERIES I, FIDELITY ADVISOR SERIES VII, FIDELITY ADVISOR SERIES VIII, FIDELITY COMMONWEALTH TRUST, AND FIDELITY DESTINY PORTFOLIOS TO REDUCE THE REQUIRED QUORUM FOR FUTURE SHAREHOLDER MEETINGS. | Management | For | Proportional |
| 3 | TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR FIDELITY ADVISOR MID CAP II FUND THAT INCLUDES ADDING A PERFORMANCE ADJUSTMENT COMPONENT TO THE MANAGEMENT FEE AND GIVING THE TRUSTEES THE AUTHORITY TO CHANGE THE FUND S PERFORMANCE ADJUSTMENT INDEX GOING FORWARD, WITHOUT A SHAREHOLDER VOTE, SUBJECT TO APPLICABLE LAW. | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: FIDELITY CAPITAL & INCOME FUND MEETING DATE: 03/19/2008 | ||||
| TICKER: FAGIX SECURITY ID: 316062108 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT JAMES C. CURVEY AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT DENNIS J. DIRKS AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT ALAN J. LACY AS A DIRECTOR | Management | For | Proportional |
| 1. 5 | ELECT NED C. LAUTENBACH AS A DIRECTOR | Management | For | Proportional |
| 1. 6 | ELECT JOSEPH MAURIELLO AS A DIRECTOR | Management | For | Proportional |
| 1. 7 | ELECT CORNELIA M. SMALL AS A DIRECTOR | Management | For | Proportional |
| 1. 8 | ELECT WILLIAM S. STAVROPOULOS AS A DIRECTOR | Management | For | Proportional |
| 1. 9 | ELECT DAVID M. THOMAS AS A DIRECTOR | Management | For | Proportional |
| 1. 10 | ELECT MICHAEL E. WILEY AS A DIRECTOR | Management | For | Proportional |
| 2 | TO AMEND THE DECLARATION OF TRUST TO REDUCE THE REQUIRED QUORUM FOR FUTURE SHAREHOLDER MEETINGS. | Management | For | Proportional |
| 3 | SHAREHOLDER PROPOSAL CONCERNING BOARD OVERSIGHT PROCEDURES TO SCREEN OUT INVESTMENTS IN COMPANIES THAT SUBSTANTIALLY CONTRIBUTE TO GENOCIDE. | Shareholder | Against | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: FIDELITY DISCIPLINED EQUITY MEETING DATE: 05/14/2008 | ||||
| TICKER: FDEQX SECURITY ID: 316066208 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT JAMES C. CURVEY AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT DENNIS J. DIRKS AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT ALAN J. LACY AS A DIRECTOR | Management | For | Proportional |
| 1. 5 | ELECT NED C. LAUTENBACH AS A DIRECTOR | Management | For | Proportional |
| 1. 6 | ELECT JOSEPH MAURIELLO AS A DIRECTOR | Management | For | Proportional |
| 1. 7 | ELECT CORNELIA M. SMALL AS A DIRECTOR | Management | For | Proportional |
| 1. 8 | ELECT WILLIAM S. STAVROPOULOS AS A DIRECTOR | Management | For | Proportional |
| 1. 9 | ELECT DAVID M. THOMAS AS A DIRECTOR | Management | For | Proportional |
| 1. 10 | ELECT MICHAEL E. WILEY AS A DIRECTOR | Management | For | Proportional |
| 2 | TO AMEND THE DECLARATION OF TRUST TO REDUCE THE REQUIRED QUORUM FOR FUTURE SHAREHOLDER MEETINGS. | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: FIDELITY EQUITY-INCOME FUND MEETING DATE: 05/14/2008 | ||||
| TICKER: FEQIX SECURITY ID: 316138106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT JAMES C. CURVEY AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT DENNIS J. DIRKS AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT ALAN J. LACY AS A DIRECTOR | Management | For | Proportional |
| 1. 5 | ELECT NED C. LAUTENBACH AS A DIRECTOR | Management | For | Proportional |
| 1. 6 | ELECT JOSEPH MAURIELLO AS A DIRECTOR | Management | For | Proportional |
| 1. 7 | ELECT CORNELIA M. SMALL AS A DIRECTOR | Management | For | Proportional |
| 1. 8 | ELECT WILLIAM S. STAVROPOULOS AS A DIRECTOR | Management | For | Proportional |
| 1. 9 | ELECT DAVID M. THOMAS AS A DIRECTOR | Management | For | Proportional |
| 1. 10 | ELECT MICHAEL E. WILEY AS A DIRECTOR | Management | For | Proportional |
| 2 | TO AMEND THE DECLARATION OF TRUST TO REDUCE THE REQUIRED QUORUM FOR FUTURE SHAREHOLDER MEETINGS. | Management | For | Proportional |
| 3 | SHAREHOLDER PROPOSAL CONCERNING BOARD OVERSIGHT PROCEDURES TO SCREEN OUT INVESTMENTS IN COMPANIES THAT SUBSTANTIALLY CONTRIBUTE TO GENOCIDE. | Shareholder | Against | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: FIDELITY INTERNATIONAL DISCOVERY FUND MEETING DATE: 12/13/2007 | ||||
| TICKER: FIADX SECURITY ID: 315910620 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | TO AMEND THE DECLARATION OF TRUST TO REDUCE THE REQUIRED QUORUM FOR SHAREHOLDER MEETINGS. | Management | For | Proportional |
| 2. 1 | ELECT JAMES C. CURVEY AS A DIRECTOR | Management | For | Proportional |
| 2. 2 | ELECT DENNIS J. DIRKS AS A DIRECTOR | Management | For | Proportional |
| 2. 3 | ELECT ALBERT R. GAMPER, JR. AS A DIRECTOR | Management | For | Proportional |
| 2. 4 | ELECT GEORGE H. HEILMEIER AS A DIRECTOR | Management | For | Proportional |
| 2. 5 | ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR | Management | For | Proportional |
| 2. 6 | ELECT JAMES H. KEYES AS A DIRECTOR | Management | For | Proportional |
| 2. 7 | ELECT MARIE L. KNOWLES AS A DIRECTOR | Management | For | Proportional |
| 2. 8 | ELECT NED C. LAUTENBACH AS A DIRECTOR | Management | For | Proportional |
| 2. 9 | ELECT CORNELIA M. SMALL AS A DIRECTOR | Management | For | Proportional |
| 2. 10 | ELECT WILLIAM S. STAVROPOULOS AS A DIRECTOR | Management | For | Proportional |
| 2. 11 | ELECT KENNETH L. WOLFE AS A DIRECTOR | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: FIDELITY INTERNATIONAL DISCOVERY FUND MEETING DATE: 04/16/2008 | ||||
| TICKER: FIADX SECURITY ID: 315910620 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT JAMES C. CURVEY AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT DENNIS J. DIRKS AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT ALAN J. LACY AS A DIRECTOR | Management | For | Proportional |
| 1. 5 | ELECT NED C. LAUTENBACH AS A DIRECTOR | Management | For | Proportional |
| 1. 6 | ELECT JOSEPH MAURIELLO AS A DIRECTOR | Management | For | Proportional |
| 1. 7 | ELECT CORNELIA M. SMALL AS A DIRECTOR | Management | For | Proportional |
| 1. 8 | ELECT WILLIAM S. STAVROPOULOS AS A DIRECTOR | Management | For | Proportional |
| 1. 9 | ELECT DAVID M. THOMAS AS A DIRECTOR | Management | For | Proportional |
| 1. 10 | ELECT MICHAEL E. WILEY AS A DIRECTOR | Management | For | Proportional |
| 2 | SHAREHOLDER PROPOSAL FOR FIDELITY CANADA FUND, FIDELITY DIVERSIFIED INTERNATIONAL FUND, FIDELITY INTERNATIONAL DISCOVERY FUND, FIDELITY MID-CAP STOCK FUND, AND FIDELITY OVERSEAS FUND CONCERNING BOARD OVERSIGHT PROCEDURES TO SCREEN OUT INVESTMENTS IN COMPANIES THAT SUBSTANTIALLY CONTRIBUTE TO GENOCIDE. | Shareholder | Against | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: FIDELITY MONEY MARKET PORTFOLIO MEETING DATE: 04/16/2008 | ||||
| TICKER: FNSXX SECURITY ID: 31607A109 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT JAMES C. CURVEY AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT ALBERT R. GAMPER, JR. AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT GEORGE H. HEILMEIER AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT ARTHUR E. JOHNSON AS A DIRECTOR | Management | For | Proportional |
| 1. 5 | ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR | Management | For | Proportional |
| 1. 6 | ELECT JAMES H. KEYES AS A DIRECTOR | Management | For | Proportional |
| 1. 7 | ELECT MARIE L. KNOWLES AS A DIRECTOR | Management | For | Proportional |
| 1. 8 | ELECT KENNETH L. WOLFE AS A DIRECTOR | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: FIDELITY SMALL CAP OPPORTUNITIES FUND MEETING DATE: 05/14/2008 | ||||
| TICKER: FSOPX SECURITY ID: 316389691 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT JAMES C. CURVEY AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT DENNIS J. DIRKS AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT ALAN J. LACY AS A DIRECTOR | Management | For | Proportional |
| 1. 5 | ELECT NED C. LAUTENBACH AS A DIRECTOR | Management | For | Proportional |
| 1. 6 | ELECT JOSEPH MAURIELLO AS A DIRECTOR | Management | For | Proportional |
| 1. 7 | ELECT CORNELIA M. SMALL AS A DIRECTOR | Management | For | Proportional |
| 1. 8 | ELECT WILLIAM S. STAVROPOULOS AS A DIRECTOR | Management | For | Proportional |
| 1. 9 | ELECT DAVID M. THOMAS AS A DIRECTOR | Management | For | Proportional |
| 1. 10 | ELECT MICHAEL E. WILEY AS A DIRECTOR | Management | For | Proportional |
| 2 | TO AMEND THE DECLARATION OF TRUST TO REDUCE THE REQUIRED QUORUM FOR FUTURE SHAREHOLDER MEETINGS. | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
POWER OF ATTORNEY
I, the undersigned President and Treasurer of the following investment companies:
Fidelity Aberdeen Street Trust Fidelity Advisor Series II Fidelity Advisor Series IV Fidelity Boylston Street Trust Fidelity California Municipal Trust Fidelity California Municipal Trust II Fidelity Central Investment Portfolios II LLC Fidelity Charles Street Trust Fidelity Colchester Street Trust Fidelity Court Street Trust Fidelity Court Street Trust II Fidelity Fixed-Income Trust Fidelity Garrison Street Trust Fidelity Hereford Street Trust Fidelity Income Fund | Fidelity Massachusetts Municipal Trust Fidelity Money Market Trust Fidelity Municipal Trust Fidelity Municipal Trust II Fidelity Newbury Street Trust Fidelity New York Municipal Trust Fidelity New York Municipal Trust II Fidelity Oxford Street Trust Fidelity Phillips Street Trust Fidelity Revere Street Trust Fidelity School Street Trust Fidelity Union Street Trust Fidelity Union Street Trust II Variable Insurance Products Fund V |
in addition to any other investment company for which Fidelity Management & Research Company or an affiliate acts as investment adviser and for which the undersigned individual serves as Treasurer (collectively, the "Funds"), hereby constitute and appoint Claire Walpole my true and lawful attorney-in-fact, with full power of substitution, and with full power to sign for me and in my name in the appropriate capacity, all Reports of the Proxy Voting Records of the Funds on Form N-PX under the Investment Company Act of 1940, as amended (the "Act"), or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorney-in-fact deems necessary or appropriate to cause such Form to be completed and filed in accordance with the Act and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorney-in-fact or her substitute may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after June 11, 2008.
WITNESS my hand on this 11th day of June 2008.
/s/ John R. Hebble
John R. Hebble
Treasurer