FIDELITY
(REGISTERED TRADEMARK)
RETIREMENT GROWTH
FUND
SEMIANNUAL REPORT
MAY 31, 1994
CONTENTS
PRESIDENT'S MESSAGE 3 Ned Johnson on stock market
strategies.
PERFORMANCE 4 How the fund has done over time.
FUND TALK 6 The manager's review of fund
performance, strategy and outlook.
INVESTMENT CHANGES 9 A summary of major shifts in the
fund's investments over the past six
months.
INVESTMENTS 10 A complete list of the fund's
investments with their market
values.
FINANCIAL STATEMENTS 28 Statements of assets and liabilities,
operations, and changes in net
assets, as well as financial
highlights.
NOTES 32 Notes to the financial statements.
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR
DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR
ACCOMPANIED BY
AN EFFECTIVE PROSPECTUS. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS
CORPORATION IS A
BANK, AND FUND SHARES ARE NOT BACKED OR GUARANTEED BY ANY BANK OR INSURED
BY THE
FDIC.
PRESIDENT'S MESSAGE
DEAR SHAREHOLDER:
The first few months of 1994 were an unsettling time for many investors.
After three years of a nearly perfect environment for stock market
investing, stock prices fell in March and April. Investors disagree about
whether this decline represents only a short-term correction or signals the
beginning of a longer bear market. One can collect statistics to support
either opinion, but of course, nobody knows for sure what will happen to
stock prices in the months ahead.
We do know, however, that market declines are a normal part of stock market
investing. We have historically seen corrections of 10% or more every two
years. That's why I thought this might be a good time to review three basic
investment principles that have proven helpful to successful stock market
investors in every market cycle.
First, take a long-term approach when investing in stocks and stock funds.
If you can afford to leave your money invested through the market's
inevitable ups and downs, you will greatly reduce your vulnerability to any
single decline. Over time, stock prices have gone up - and have
significantly outperformed other types of investments and stayed ahead of
inflation.
Second, you can further manage risk by diversifying your investments. A
stock mutual fund is already diversified, because it invests in many
different companies. You can increase your diversification by investing in
a number of different stock funds, or in different investment categories,
such as bonds. You should also keep money you'll need in the near future in
a more stable investment.
Finally, it makes good sense to follow a regular investment plan, investing
a set amount of money at the same time each month or quarter. That way, you
can avoid getting caught up in the excitement of a rapidly-rising market -
and won't end up buying all your shares at market highs. This strategy
won't assure a profit or protect you from a loss in a declining market, but
it should help you lower the average cost of your purchases. For this to be
effective, you must continue to buy shares in both up and down markets.
If you have questions, please call us at 1-800-544-8888. We would be happy
to send you a Fidelity FundMatch kit, which can help you determine the mix
of investments that is right for you. You might also find it convenient to
set up a regular investment plan using the Fidelity Automatic Account
Builder.
We look forward to hearing from you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED MAY 31, 1994 PAST 6 PAST 1 PAST 5 PAST 10
MONTHS YEAR YEARS YEARS
Retirement Growth 2.85% 13.00% 96.65% 391.92%
S&P 500(Registered trademark) 0.24% 4.26% 66.69% 328.17%
Average Capital Appreciation Fund -0.91% 5.52% 65.85% 265.33%
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one, five, or 10 years. For
example, if you invested $1,000 in a fund that had a 5% return over the
past year, you would end up with $1,050. You can compare the fund's returns
to the performance of the Standard & Poor's 500 Composite Price Index -
a common proxy for the U.S. stock market. You can also compare them to the
average capital appreciation fund, which reflects the performance of 152
capital appreciation funds tracked by Lipper Analytical Services. Both
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED MAY 31, 1994 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS
Retirement Growth 13.00% 14.48% 17.27%
S&P 500(Registered trademark) 4.26% 10.76% 15.65%
Average Capital Appreciation Fund 5.52% 10.28% 13.03%
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER 10 YEARS
MonthEnd Fidelity RetStandard & Poor's 500 Stock Index
05/31/84 10000.00 10000.00
06/30/84 10381.40 10217.00
07/31/84 10195.35 10090.31
08/31/84 11497.68 11205.29
09/30/84 11320.94 11207.53
10/31/84 11404.66 11251.24
11/30/84 11302.33 11125.22
12/31/84 11646.52 11418.93
01/31/85 12784.14 12308.47
02/28/85 12716.90 12459.86
03/31/85 12486.38 12468.58
04/30/85 12265.47 12457.36
05/31/85 12803.35 13177.40
06/30/85 13081.89 13384.28
07/31/85 13293.20 13364.20
08/31/85 13139.52 13250.61
09/30/85 12572.83 12835.86
10/31/85 13216.36 13428.88
11/30/85 14292.11 14350.10
12/31/85 15012.47 15044.65
01/31/86 15674.64 15128.90
02/28/86 17218.99 16260.54
03/31/86 18175.02 17167.88
04/30/86 18069.96 16973.88
05/31/86 18616.26 17876.89
06/30/86 18269.57 18179.01
07/31/86 16830.28 17162.80
08/31/86 18059.45 18436.28
09/30/86 16767.24 16911.60
10/31/86 17586.69 17887.40
11/30/86 17786.30 18322.07
12/31/86 17134.94 17854.85
01/31/87 19539.88 20259.90
02/28/87 20846.94 21060.17
03/31/87 21599.49 21668.81
04/30/87 21612.69 21475.95
05/31/87 22035.17 21662.80
06/30/87 22774.52 22756.77
07/31/87 24530.47 23910.53
08/31/87 25269.81 24802.40
09/30/87 25071.78 24259.22
10/31/87 18312.03 19033.79
11/30/87 17084.19 17465.40
12/31/87 18732.17 18794.52
01/31/88 19060.50 19585.77
02/29/88 20684.88 20498.47
03/31/88 20667.60 19865.06
04/30/88 21047.77 20085.57
05/31/88 20944.09 20260.31
06/30/88 22032.77 21190.26
07/31/88 21773.56 21109.74
08/31/88 21168.74 20392.01
09/30/88 21808.12 21260.70
10/31/88 21963.64 21851.75
11/30/88 21687.15 21539.27
12/31/88 21640.39 21916.21
01/31/89 23310.44 23520.48
02/28/89 22835.80 22934.82
03/31/89 23433.50 23469.20
04/30/89 24541.01 24687.25
05/31/89 25015.66 25687.08
06/30/89 24664.07 25540.67
07/31/89 26984.56 27846.99
08/31/89 27300.99 28392.79
09/30/89 27705.32 28276.38
10/31/89 26738.45 27620.37
11/30/89 27459.21 28183.82
12/31/89 28221.40 28860.23
01/31/90 26831.01 26923.71
02/28/90 27111.48 27271.03
03/31/90 27335.85 27993.71
04/30/90 26550.55 27293.87
05/31/90 29037.33 29955.02
06/30/90 29691.74 29751.33
07/31/90 29579.56 29656.12
08/31/90 26550.55 26975.21
09/30/90 23727.22 25661.52
10/31/90 22960.62 25551.17
11/30/90 24549.91 27201.78
12/31/90 25355.44 27960.71
01/31/91 26524.24 29179.79
02/28/91 28711.03 31266.15
03/31/91 29465.10 32022.79
04/30/91 29653.61 32099.64
05/31/91 30633.90 33486.35
06/30/91 28673.33 31952.67
07/31/91 30539.64 33441.67
08/31/91 31840.40 34234.24
09/30/91 32236.29 33662.52
10/31/91 33386.24 34113.60
11/30/91 32443.66 32738.82
12/31/91 36913.71 36484.15
01/31/92 36994.70 35805.54
02/29/92 37521.17 36271.01
03/31/92 36366.99 35563.73
04/30/92 36771.97 36609.30
05/31/92 37460.43 36788.69
06/30/92 36083.50 36240.53
07/31/92 37318.69 37722.77
08/31/92 36306.24 36949.46
09/30/92 36731.47 37385.46
10/31/92 37885.65 37516.31
11/30/92 40032.04 38795.61
12/31/92 40825.17 39272.80
01/31/93 41843.32 39602.69
02/28/93 40527.18 40141.29
03/31/93 41669.49 40988.27
04/30/93 41346.66 39996.35
05/31/93 43531.95 41068.26
06/30/93 44103.11 41187.35
07/31/93 44401.10 41022.60
08/31/93 46884.38 42577.36
09/30/93 47058.21 42249.52
10/31/93 48448.85 43124.08
11/30/93 47828.03 42714.40
12/31/93 49859.55 43231.25
01/31/94 51268.42 44701.11
02/28/94 50742.44 43489.71
03/31/94 48417.09 41593.56
04/30/94 48860.02 42125.95
05/31/94 49192.21 42816.82
$10,000 OVER 10 YEARS: Let's say you invested $10,000 in Fidelity
Retirement Growth Fund on May 31, 1984. As the chart shows, by May 31,
1994, the value of your investment would have grown to $49,192 - a 391.92%
increase on your initial investment. For comparison, look at how the
S&P 500 did over the same period. With dividends reinvested, the same
$10,000 investment would have grown to $42,817 - a 328.17% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
growth in the long run and
volatility in the short run. In
turn, the share price and
return of a fund that invests in
stocks will vary. That means if
you sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
An interview with Harris Leviton, Portfolio Manager of Fidelity Retirement
Growth Fund
Q. HARRIS, HOW DID THE FUND PERFORM?
A. Rather well when compared with its peers. The fund had total returns of
2.85% for the six months and 13.00% for the year ended May 31, 1994. These
results beat the average capital appreciation fund, which had returns of
- -0.91% and 5.52% over the same periods, according to Lipper Analytical
Services. The fund also returned more than the S&P 500 Index's results
of 0.24% and 4.26% during the same periods. The fund's value-oriented
strategy enabled it to perform well in a volatile period for the market.
Q. WHAT ACCOUNTED FOR THE FUND'S PERFORMANCE?
A. I've tried to run the fund very defensively. I think the performance has
validated the fund's strategy of minimizing risk by sticking with growth
stocks - stocks of companies with significant earnings growth potential -
selling at value prices. I tend to keep the fund focused on the stocks of
small- and medium-sized companies. Generally, that strategy works but it
might have hurt a bit during the period because when the market comes under
pressure, these sectors usually go down more than the broader market, since
investors tend to sell these stocks first. A good example of this is
Pillowtex, which manufactures pillows and other bedding materials. I
believe the company could earn $1.80 to $1.90 per share this year. The
stock peaked at $21 per share, then drifted down to $16. There was no
particular reason for this. The company's fundamentals - its business
prospects and earnings growth potential - had not changed. The stock is now
selling for eight to nine times earnings per share, and I think there is
good upside potential.
Q. YOU'VE BEEN MORE ACTIVE IN THE INITIAL PUBLIC OFFERING MARKET RECENTLY.
WHAT OPPORTUNITIES ARE YOU FINDING THERE?
A. I really like IPOs that haven't been hyped. There are a lot of companies
that go public and the stock either doesn't go up right away or it goes
down. But that doesn't mean the stock is a bad investment over a longer
period. I met with a company recently called Cable Design Technology. It
makes high performance cables for computer applications. I made a
substantial investment at the offering price of $10. I believe the company
could earn close to $1.00 per share for the fiscal year ending in June and
maybe $1.10 to $1.15 next year. Business is accelerating, with 23% revenue
growth in the latest quarter. The stock is now at $12. This type of stock
is not going to make the headlines, but so far the fund has done well by
it. I find opportunities like this very exciting.
Q. WHERE ELSE ARE YOU FINDING OPPORTUNITIES THAT MEET YOUR BUYING CRITERIA?
A. In sectors that are out of favor. A good example of this is Allstate. It
was a very hot IPO. The stock's price went up rapidly and then the company
was hit with a flood of claims from a number of natural disasters. Its
price fell from $34 to $23. At that price, I was able to buy one of
America's premier insurance companies for about eight times per share
earnings.
Q. DURING APRIL, YOU MADE A SIGNIFICANT PURCHASE OF SUN MICROSYSTEMS. WHY
ARE THESE SHARES ATTRACTIVE?
A. The technology sector continues to perform well. With the economic
recovery, demand has gotten very strong. Sun Microsystems is really a
turnaround play. The stock is inexpensive, so I think there is little
downside potential. And if the company is successful at improving its
earnings, the stock will do very well.
Q. IBM IS THE LARGEST HOLDING IN THE FUND. WHAT'S THE STORY HERE?
A. IBM is a company that has a lot of resources and is working extremely
hard to turn its business around. It has been cutting costs through massive
layoffs. In the meantime, business has turned out better than expected.
This combination can give an investor a lot of protection, although the
jury is still out as to whether the turnaround will be successful. Looking
out 12 to 18 months, I feel good about the stock's upside potential.
Q. AT THE END OF LAST YEAR, HUTCHISON WHAMPOA WAS AMONG THE TOP FIVE
HOLDINGS IN THE FUND. YOU RECENTLY SOLD THE ENTIRE POSITION. WHY?
A. This stock did quite well for the fund last year, but the price/earnings
ratio and other value indicators were beginning to move beyond what I'm
comfortable holding in the fund. I thought it was a good time to take
profits. The stock peaked and I sold it on the way down. I've reduced many
of the international holdings for the same basic reason.
Q. ARE YOU SHOPPING IN ANY OVERSEAS MARKETS?
A. I've been researching India. I have about 2% of the fund invested in
Indian companies. Although the market is not as liquid as some
international markets, opportunity exists there. With a population of 900
million, it's a huge consumer market, and the economy is really beginning
to grow. The government has become much more accommodating to capitalism.
The stocks aren't inexpensive per se, but some of them are inexpensive
relative to the rapid growth rates of the companies.
Q. THERE HAS BEEN MUCH TALK LATELY ABOUT DERIVATIVES. DO YOU USE THEM?
A. The fund has the authority to use derivatives, but I've made only minor
use of them in the fund.
Q. WHERE DO YOU SEE VALUE GOING
FORWARD?
A. I'll continue to focus on small- to medium-capitalization stocks,
looking for inexpensive growth opportunities. This is really where I try to
add value as a manager by keeping close tabs on the companies and
researching them intensively. Over the long run, I believe the fund will do
well.
FUND FACTS
GOAL: to increase the value
of the fund's shares over the
long term by investing in
stocks with growth potential
START DATE: March 25, 1983
SIZE: as of May 31, 1994,
more than $2.9 billion
MANAGER: Harris Leviton,
since March 1992; manager,
Fidelity Convertible
Securities, 1990-1992,
Fidelity Select Electronics,
1987-1990,
analyst 1986-1987; joined
Fidelity in 1990
(checkmark)
HARRIS LEVITON ON BUYING
STOCKS IN THE CURRENT
MARKET ENVIRONMENT:
"I'm staying flexible with about
20% of the fund in short-term
investments, which is on the
high side.
"I like to buy cheaper growth
stocks, with low P/E ratios,
but I haven't been able to find
as many recently. If a stock is
trading at nine or 10 times
earnings per share, and the
company can grow its
earnings 15-20% annually,
this is the kind of investment
that usually will do very well.
When I can find a lot of
opportunities like this, I keep
the fund fully invested. When I
can't, like now, I tend to stay
on the sidelines."
(bullet) The fund manager follows a
VALUE-ORIENTED investment
strategy, buying stocks at
prices that represent
discounts from companies'
earnings potentials.
INVESTMENT CHANGES
TOP TEN STOCKS AS OF MAY 31, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO
International Business Machines 2.4 1.6
Corp.
Cellular Communications, Inc.
redeemable Class P 1.7 1.7
Warner-Lambert Co. 1.7 2.2
Chrysler Corp., Series A, $4.625 1.2 1.2
Comstat Corp., Series 1 1.1 1.0
Reynolds Metals Co. 1.0 1.0
British Petroleum PLC ADR 1.0 0.8
Sun Microsystems, Inc. 0.9 --
Compaq Computer Corp. 0.9 0.7
du Pont (E.I.) de Nemours & Co. 0.9 --
TOP FIVE INDUSTRIES AS OF MAY 31, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE INDUSTRIES
6 MONTHS AGO
Technology 12.1 8.9
Basic Industries 9.6 5.6
Finance 9.3 8.6
Utilities 8.7 8.9
Durables 8.1 7.4
ASSET ALLOCATION
AS OF MAY 31, 1994* AS OF NOVEMBER 30, 1993**
Row: 1, Col: 1, Value: 20.0
Row: 1, Col: 2, Value: 3.0
Row: 1, Col: 3, Value: 40.0
Row: 1, Col: 4, Value: 37.0
Row: 1, Col: 1, Value: 24.7
Row: 1, Col: 2, Value: 1.6
Row: 1, Col: 3, Value: 73.7
Stocks 77.0%
Bonds 3.0%
Short-term
Investments 20.0%
FOREIGN
INVESTMENTS 19.3%
Stocks 73.7%
Bonds 1.6%
Short-term
Investments 24.7%
FOREIGN
INVESTMENTS 27.9%
*
**
INVESTMENTS MAY 31, 1994 (UNAUDITED)
Showing Percentage of Total Value of Investments
COMMON STOCKS - 73.9%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 0.4%
AEROSPACE & DEFENSE - 0.4%
McDonnell Douglas Corp. 84,800 $ 10,208
DEFENSE ELECTRONICS - 0.0%
Stanford Telecommunications, Inc. (a) 22,500 357
TOTAL AEROSPACE & DEFENSE 10,565
BASIC INDUSTRIES - 8.1%
CHEMICALS & PLASTICS - 3.2%
Airgas, Inc. (a) 16,400 396
Akzo NV:
Ord. 124,000 13,964
sponsored ADR 23,600 1,330
du Pont (E.I.) de Nemours & Co. 449,000 27,838
Eastman Chemical Co. 58,825 2,831
Georgia Gulf Corp. (a) 299,500 9,472
Grace (W.R.) & Co. 138,000 5,762
Great Lakes Chemical Corp. 100,000 5,512
Hoechst AG Ord. 30,000 6,131
Indo Gulf Fertilizer and Chemicals GDR (e) 526,000 2,051
Reliance Industries Ltd. GDR (a)(e) 100,000 2,150
Southern Petrochemical Industries GDS (a) 688,000 9,460
United Phosphorus Ltd. GDR (UK) 134,150 4,125
Wellman, Inc. 183,300 4,674
95,696
IRON & STEEL - 0.6%
Acesita (Acos Espec Itabria) ON 41,730,000 2,136
Acesita (Acos Espec Itabria) PN 53,382,300 2,907
Cold Metal Products, Inc. (a) 179,900 1,552
Compania Siderurgica Nacional (a) 143,600,000 3,868
Insteel Industries, Inc. 19,619 201
Iscor Ltd. (a) 5,531,086 3,897
Kentucky Electric Steel, Inc. (a)(c) 307,000 3,722
Webco Industries, Inc. (a) 28,000 448
18,731
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
METALS & MINING - 3.3%
AFC Cable Systems, Inc. (c) 492,800 $ 5,421
Alcan Aluminium Ltd. 500,000 11,620
Alumax, Inc. (a) 740,750 18,797
Belden, Inc. 1,131,500 19,235
Cable Design Technology Corp. (a)(c) 907,500 10,663
Inco Ltd. 50,000 1,275
Reynolds Metals Co. 644,900 29,585
96,596
PAPER & FOREST PRODUCTS - 1.0%
Aokam Perdana BHD (a) 1,540,000 11,463
Bowater, Inc. 108,100 2,621
Dunlop Estates BHD 2,200,000 5,586
Jefferson Smurfit Corp. 245,300 3,434
Repola OY 461,200 7,614
30,718
TOTAL BASIC INDUSTRIES 241,741
CONGLOMERATES - 0.0%
Figgie International Holdings, Inc. Class A 20,000 217
CONSTRUCTION & REAL ESTATE - 0.9%
BUILDING MATERIALS - 0.3%
China Southern Glass Class B (a) 2,966,600 3,053
Lafarge Corp. 217,400 4,728
7,781
CONSTRUCTION - 0.5%
Ekran BHD Ord. (a) 880,000 7,164
Grupo Mexicano de Desarrollo ADR (a):
Class B 21,600 348
Class L 21,600 373
Pulte Corp. 99,300 2,346
Renong BHD 4,009,000 4,942
Sundance Homes, Inc. (a) 207,000 1,553
16,726
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
REAL ESTATE INVESTMENT TRUSTS - 0.1%
JDN Realty Corp. 74,500 $ 1,704
Macerich Company 68,500 1,302
3,006
TOTAL CONSTRUCTION & REAL ESTATE 27,513
DURABLES - 6.9%
AUTOS, TIRES, & ACCESSORIES - 1.3%
Autoliv AB (e) 162,000 3,709
Clark Automotive Products Corp. (a) 110,000 1,182
Danaher Corp. 429,800 16,870
Discount Auto Parts, Inc. 86,900 1,999
Ford Motor Co. 40,000 2,310
Innovative International Holdings 21,589,000 8,034
Tofas Turkey Otomobil Fabrikas ADR (e) 500,000 3,375
UMW Holdings BHD (a) 1,200,000 2,605
40,084
CONSUMER DURABLES - 0.8%
Daktronics, Inc. 28,000 224
Libbey, Inc. (c) 1,041,700 19,011
Mikasa, Inc. 180,000 2,633
Syratech Corp. (a) 137,500 2,286
24,154
CONSUMER ELECTRONICS - 0.8%
Aktiebolaget Electrolux (a) 142,700 7,367
Fossil, Inc. 622,400 12,759
North American Watch Corp. 160,000 1,960
Videocon International Ltd. GDR (a) 134,200 1,074
23,160
HOME FURNISHINGS - 0.4%
Knape & Vogt Manufacturing Co. 55,000 962
LADD Furniture, Inc. 506,800 4,561
Loewenstein Furniture Group, Inc. (a) 255,500 2,427
Rhodes, Inc. (a) 255,300 3,957
11,907
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
TEXTILES & APPAREL - 3.6%
Burlington Industries, Inc. 743,000 $ 10,216
Deckers Outdoor Corp. (a) 50,000 750
Dyersburg Corp. 79,000 602
Galey & Lord, Inc. (a) 212,100 3,950
Guilford Mills, Inc. 203,300 4,244
High Fashion International 3,000,000 617
Image Industries, Inc. (a)(c) 500,000 3,937
Indian Rayon & Industries, Inc. GDR (e) 17,900 369
Interface, Inc. Class A (c) 873,700 11,686
K-Swiss, Inc. Class A (c) 308,900 6,796
Kellwood Co. 30,300 621
Maxwell Shoe, Inc. Class A (c) 640,000 7,200
NIKE, Inc. Class B 259,400 15,305
Nine West Group, Inc. (a) 329,800 9,028
Oshkosh B'Gosh, Inc. Class A 105,800 1,323
Pillowtex Corp. (a)(c) 990,200 15,967
Quaker Fabric Corp. (a) 126,000 1,764
Unifi, Inc. 156,600 4,013
Westpoint Stevens, Inc. Class A (a) 559,400 8,531
106,919
TOTAL DURABLES 206,224
ENERGY - 3.7%
COAL - 0.3%
MAPCO, Inc. 130,700 8,169
Pittston Co. Minerals Group 38,000 755
8,924
ENERGY SERVICES - 0.8%
Halliburton Co. 753,300 22,881
OIL & GAS - 2.6%
Amerada Hess Corp. 504,800 24,988
British Petroleum PLC:
ADR 416,100 29,231
Ord. 822,912 4,792
Louis Dreyfus Natural Gas Corp. (a) 287,500 5,283
Newfield Exploration Co. (a) 107,600 2,233
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Northstar Energy Corp. (a) 324,200 $ 3,782
Tosco Corp. 32,700 956
Unocal Corp. 250,000 6,906
78,171
TOTAL ENERGY 109,976
FINANCE - 9.0%
BANKS - 1.2%
BancFirst Corp. 49,600 756
Bank of Boston Corp. 52,699 1,476
Bank of New York Co., Inc. 460,000 13,570
Bank Dagang Nas Indonesia PT 1,084,500 1,942
Chemical Banking Corp. 310,000 11,896
First Union Corp. 1,037 48
NationsBank Corp. 80,628 4,465
Shawmut National Corp. 50,000 1,206
35,359
CLOSED END INVESTMENT COMPANIES - 0.4%
Jardine Fleming India Fund, Inc. (d) 322,500 4,936
Morgan Stanley India Investment Fund (a) 346,000 5,104
Shanghai Growth Investment (US) (a) 300,000 2,466
12,506
CREDIT & OTHER FINANCE - 2.7%
Argentaria Corp. Bancaria de Espana 446,400 18,908
Beneficial Corp. 559,400 20,628
Brierley Investments Ltd. 4,173,913 3,171
China Strategic Investments Ltd. 3,200,000 1,667
Corporacion Bancaria de Espana SA sponsored ADR (a) 128,900 2,739
GFC Financial Corp. 237,400 7,448
Granite Industries BHD 2,769,000 4,938
Grupo Carso SA de CV:
Class A-1 (a) 901,000 8,977
sponsored ADR (a) 337,100 6,742
Idris Hydraulic Malaysia BHD (a) 2,958,000 4,954
John Keells Holdings Ltd. GDR (e) 100,000 1,240
81,412
FEDERAL SPONSORED CREDIT - 0.7%
Federal National Mortgage Association 229,000 19,121
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - 3.2%
Allstate Corp. 919,100 $ 24,011
American Bankers Insurance Group, Inc. (c) 1,113,435 24,635
American Income Holding, Inc. 70,400 1,927
GAN (Groupe Des Assur Natl.) 20,000 1,518
Heath (CE) International Holdings 1,794,273 2,077
MBIA, Inc. 28,400 1,629
Mid Ocean Ltd. (a) 534,100 16,290
Penncorp Financial Group, Inc. 287,100 5,024
St. Paul Companies, Inc. (The) 191,300 14,850
Travelers, Inc. (The) 106,566 3,490
95,451
SAVINGS & LOANS - 0.5%
Ahmanson (H.F.) & Co. 460,400 8,633
Coast Savings Financial, Inc. (a) 70,900 1,037
Cragin Financial Corp. (a) 165,235 6,279
15,949
SECURITIES INDUSTRY - 0.3%
John Nuveen Co. Class A 130,000 2,893
Paine Webber Group, Inc. 351,600 5,801
8,694
TOTAL FINANCE 268,492
HEALTH - 6.8%
DRUGS & PHARMACEUTICALS - 4.0%
Alkermes, Inc. 93,200 489
Allergan, Inc. 614,300 15,204
Alpha 1 Biomedicals, Inc. (a) 117,500 338
American Cyanamid Co. 42,000 2,189
COR Therapeutics, Inc. (a) 141,800 1,329
Cephalon, Inc. (a) 105,000 1,260
Cocensys, Inc. (a) 84,800 339
Cortech, Inc. 280,000 2,730
Creative Biomolecules, Inc. (a) 898,800 2,921
Cygnus Therapeutics Systems 345,000 2,674
Igen, Inc. 59,000 472
Insite Vision, Inc. (a) 114,200 771
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
Liposome Technology, Inc. (a) 715,600 $ 4,786
Magainin Pharmaceuticals, Inc. (a) 529,000 2,116
Mylan Laboratories, Inc. 418,700 8,112
Neurobiological Technologies, Inc. 58,000 392
Pfizer, Inc. 20,000 1,275
Protein Design Labs, Inc. (a) 271,500 4,921
Repligen Corp. (a) 300,000 1,163
Schering-Plough Corp. 80,000 5,220
SciClone Pharmaceuticals, Inc. (a) 427,000 3,116
T Cell Sciences, Inc. 250,000 969
Warner-Lambert Co. 720,000 50,670
Watson Pharmaceuticals, Inc. (a) 313,600 5,410
118,866
MEDICAL EQUIPMENT & SUPPLIES - 2.5%
Bausch & Lomb, Inc. 141,000 6,979
Baxter International, Inc. 628,700 16,189
Boston Scientific Corp. (a) 120,000 1,770
Cyberonics, Inc. (a) 126,500 949
Johnson & Johnson 336,200 14,877
Mallinckrodt Group, Inc. 745,400 22,176
Maxxim Medical, Inc. (a) 182,700 2,809
Mentor Corp. 89,400 1,207
Sofamor/Danek Group, Inc. (a) 321,600 4,583
St. Jude Medical, Inc. 13,300 356
Utah Medical Products, Inc. 254,000 1,778
73,673
MEDICAL FACILITIES MANAGEMENT - 0.3%
Columbia/HCA Healthcare Corp. 182,805 7,266
U.S. Healthcare, Inc. 47,325 1,905
9,171
TOTAL HEALTH 201,710
INDUSTRIAL MACHINERY & EQUIPMENT - 3.1%
ELECTRICAL EQUIPMENT - 2.1%
Duracell International, Inc. 47,500 2,001
General Electric Co. 320,000 15,880
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
ELECTRICAL EQUIPMENT - CONTINUED
Holophane Corp. (a) 168,000 $ 2,982
Philips Electronics (a) 856,100 23,777
Philips Gloeilampen NV (NY shs.) ADR (a) 301,000 8,428
Reunert Ltd. 1,700,000 5,631
Scientific-Atlanta, Inc. 95,400 3,566
62,265
INDUSTRIAL MACHINERY & EQUIPMENT - 1.0%
Amtrol, Inc. 62,300 1,043
Caterpillar, Inc. 128,400 13,723
Gasonics International Corp. (a) 19,000 237
Greenfield Industries, Inc. 192,800 3,591
NN Ball & Roller, Inc. 7,500 122
SKF AB Ord. (a) 500,000 8,391
Van Der Horst Ltd. (a) 375,000 1,735
28,842
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 91,107
MEDIA & LEISURE - 4.7%
BROADCASTING - 1.4%
ACS Enterprises, Inc. (a) 110,000 1,540
American Telecasting, Inc. (a) 87,500 1,684
CAI Wireless Systems, Inc. 24,000 270
Cablemaxx, Inc. (a) 308,200 2,234
Peoples Choice TV Corp. (a)(c) 421,100 10,843
Preferred Entertainment, Inc. (a) 140,500 3,021
Turner Broadcasting System, Inc. Class B 488,394 9,341
Viacom, Inc. (non-vtg.) (a) 411,700 11,836
40,769
ENTERTAINMENT - 0.9%
Multi-Purpose Holding BHD (a) 4,400,000 6,107
PolyGram NV Ord. 200,000 8,305
Royal Carribean Cruises Ltd. 364,700 10,622
Shaw Bros. Hong Kong Ltd. 1,900,000 3,049
28,083
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
LEISURE DURABLES & TOYS - 0.9%
Bandai Co. Ltd. 240,000 $ 10,580
Just Toys, Inc. (c) 405,000 1,721
Mahindra & Mahindra Ltd. GDR (a) 410,000 3,793
Mattel, Inc. 310,000 8,176
Playmate Toys Holdings Ltd. 2,000,000 712
Playmates International Holdings 1,500,000 466
Shenzhen China Bicycles Co. Holding Class B (a) 2,402,400 1,943
Vermont Teddy Bear, Inc. 6,100 53
27,444
LODGING & GAMING - 0.8%
Caesars World, Inc. 30,700 1,201
Circus Circus Enterprises, Inc. 30,000 694
Magnum Corp. BHD 465,000 1,055
Mandarin Oriental International Ltd. Ord. 4,874,000 6,939
Mirage Resorts, Inc. (a) 400,700 7,864
Shangri-La Asia Ltd. (a) 3,000,000 4,427
Supertel Hospitality, Inc. 71,000 817
22,997
PUBLISHING - 0.1%
Times Mirror Co., Series A 94,800 3,069
RESTAURANTS - 0.6%
Bugaboo Creek Steak House, Inc. (c) 412,500 6,291
F&M Distributors, Inc. (a) 156,100 624
IHOP Corp. (a) 294,600 8,912
Quantum Restaurant Group, Inc. (a)(c) 349,500 3,408
19,235
TOTAL MEDIA & LEISURE 141,597
NONDURABLES - 2.4%
BEVERAGES - 1.0%
Celestial Seasonings, Inc. 12,500 337
Dr. Pepper/Seven-Up Companies, Inc. (a) 444,300 10,885
Emvasa del Valle de Enah Ord. (a) 727,100 2,889
Grupo Embotellador de Mexico CPO GDR 507,100 14,579
28,690
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
FOODS - 0.5%
Dole Food, Inc. 320,000 $ 8,800
Hormel (George A) & Co. 366,500 7,467
16,267
HOUSEHOLD PRODUCTS - 0.7%
Premark International, Inc. 268,100 19,035
Safeskin Corp. (a) 12,000 180
Stanhome, Inc. 88,400 3,006
22,221
TOBACCO - 0.2%
RJR Nabisco Holdings Corp. (a) 927,800 5,335
TOTAL NONDURABLES 72,513
PRECIOUS METALS - 0.5%
Anglo American Corp. of South Africa Ltd. (Reg.) (a) 97,600 4,480
Driefontein Consolidated Ltd.:
ADR 40,000 470
Ord. 183,200 2,158
Free State Consolidated Gold Mines Ltd.:
ADR 79,322 1,021
Ord. 83,700 1,061
Kloof Gold Mining Ltd.:
ADR 125,100 1,235
Ord. 154,900 1,531
Vaal Reefs Exploration & Mining Co. Ltd.:
ADR 209,800 1,744
(Reg.) (a) 14,000 1,163
14,863
RETAIL & WHOLESALE - 4.4%
APPAREL STORES - 0.5%
American Eagle Outfitters, Inc. 101,400 1,572
Catherines Stores Corp. (a) 45,000 450
Designs, Inc. (a) 181,400 2,585
Shoe Carnival, Inc. (a)(c) 769,000 9,228
13,835
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
APPLIANCE STORES - 0.0%
Hirsch International Corp. Class A 65,000 $ 520
GENERAL MERCHANDISE STORES - 1.4%
Bradlees, Inc. 468,800 5,977
Carson Pirie Scott & Co. 31,400 581
Federated Department Stores, Inc. (a) 340,000 7,437
Freds, Inc. Class A (c) 916,300 12,370
Hudson's Bay Co. Ord. 500,000 11,033
Lechters, Inc. (a) 503,300 6,165
43,563
GROCERY STORES - 1.5%
Bruno's, Inc. 134,000 980
Giant Food, Inc. Class A 403,900 8,684
Great Atlantic & Pacific Tea Co., Inc. 105,500 2,519
Safeway, Inc. (a) 707,500 16,273
Whole Foods Market, Inc. (a)(c) 1,065,000 15,975
44,431
RETAIL & WHOLESALE, MISC - 0.9%
Brookstone, Inc. (a) 135,700 2,002
Circuit City Stores, Inc. 241,700 4,683
Cole National Corp. Class A (a) 563,400 7,254
Lillian Vernon Corp. 101,400 1,927
Natural Wonders, Inc. 240,000 1,440
Orchard Supply Hardware Corp. (a) 175,400 2,456
Toys "R" Us, Inc. (a) 200,000 7,100
26,862
TRADING COMPANIES - 0.1%
Linkful International Holding 16,000,000 2,899
TOTAL RETAIL & WHOLESALE 132,110
SERVICES - 1.0%
LEASING & RENTAL - 0.5%
Blockbuster Entertainment Corp. 560,000 15,820
PRINTING - 0.1%
Cyrk, Inc. (a) 120,009 3,060
Skybox International, Inc. 110,000 1,251
4,311
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - CONTINUED
SERVICES - 0.4%
Cerplex Group, Inc. (a) 230,000 $ 2,817
Manpower, Inc. (a) 147,000 2,848
Oroamerica, Inc. (a)(c) 333,600 4,337
10,002
TOTAL SERVICES 30,133
TECHNOLOGY - 12.0%
COMPUTER SERVICES & SOFTWARE - 3.4%
BancTec, Inc. (a) 196,050 4,240
Broderbund Software, Inc. (a)(c) 569,400 25,054
Ceridian Corp. (a) 157,300 3,854
FTP Software, Inc. (a) 47,000 822
Integrated Systems, Inc. (a)(c) 708,700 8,504
LEGENT Corp. (a) 301,800 9,280
Lotus Development Corp. (a) 4,900 294
Manugistics Group, Inc. (a) 10,000 78
Quickturn Design Systems, Inc. (a) 7,500 84
SPSS, Inc. 79,000 681
Sierra On-Line, Inc. (a)(c) 655,900 14,594
Spectrum Holobyte, Inc. 905,000 7,693
Sterling Software, Inc. (a) 92,300 2,873
SunGard Data Systems, Inc. (a) 642,900 22,943
Walker Interactive Systems, Inc. (a) 114,800 861
101,855
COMPUTERS & OFFICE EQUIPMENT - 5.8%
Compaq Computer Corp. (a) 237,000 28,025
Dell Computer Corp. 94,000 2,691
International Business Machines Corp. 1,152,300 72,883
Merisel, Inc. (a) 414,300 7,095
Seagate Technology (a) 432,700 10,087
Stratus Computer, Inc. (a) 120,000 3,585
Sun Microsystems, Inc. (a) 1,350,000 28,181
Xerox Corp. 196,200 19,718
172,265
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONIC INSTRUMENTS - 0.1%
ASECO Corp. (a) 95,000 $ 594
Megatest Corp. (a) 89,600 1,602
2,196
ELECTRONICS - 2.7%
Advanced Micro Devices, Inc. (a) 855,000 23,085
Augat, Inc. (a) 280,100 5,742
Integrated Device Technology, Inc. (a) 854,400 24,671
Intel Corp. 363,700 22,731
Storage Technology Corp. (a) 170,000 5,291
81,520
TOTAL TECHNOLOGY 357,836
TRANSPORTATION - 2.0%
AIR TRANSPORTATION - 0.1%
KLM Royal Dutch Airlines Ord. (a) 112,000 3,111
RAILROADS - 0.8%
Canadian Pacific Ltd. Ord. 791,400 12,524
Chicago & North Western Holdings Corp. (a) 532,900 12,656
25,180
SHIPPING - 0.3%
Shun Tak Holdings Ltd. 7,317,872 8,146
TRUCKING & FREIGHT - 0.8%
Airborne Freight Corp. 593,100 22,464
TOTAL TRANSPORTATION 58,901
UTILITIES - 8.0%
CELLULAR - 1.8%
Airtouch Communications 120,000 2,925
Cellular Communications, Inc. redeemable Class P (a) 1,094,300 52,121
55,046
ELECTRIC UTILITY - 0.9%
Cesc Ltd. GDR (warrants) (e) 112,000 252
Cesc Ltd. GDR (e) 280,000 2,626
Korea Electric Power Corp. 400,000 13,649
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
ELECTRIC UTILITY - CONTINUED
Meralco Class B (a) 742,500 $ 10,558
Tata Electric Companies GDR (e) 700 350
27,435
GAS - 0.3%
Sonat, Inc. 214,000 6,099
Trident NGL Holding, Inc. 400,000 3,550
9,649
TELEPHONE SERVICES - 5.0%
Ameritech Corp. 340,000 13,302
Bell Atlantic Corp. 182,400 9,736
BellSouth Corp. 218,700 13,013
Comstat Corp., Series 1 1,488,100 33,854
Davel Communications Group, Inc. (a) 109,400 1,176
GTE Corp. 650,000 20,069
MCI Communications Corp. 89,400 2,146
NYNEX Corp. 120,000 4,530
Southwestern Bell Corp. 442,400 18,194
Sprint Corporation 609,700 23,169
Telebras PN (Pfd. Reg.) 227,646,300 8,742
147,931
TOTAL UTILITIES 240,061
TOTAL COMMON STOCKS
(Cost $1,966,710) 2,205,559
PREFERRED STOCKS - 3.1%
CONVERTIBLE PREFERRED STOCKS - 2.4%
BASIC INDUSTRIES - 0.1%
METALS & MINING - 0.1%
Alumax, Inc., Series A, $4.00 22,000 2,508
DURABLES - 1.2%
AUTOS, TIRES, & ACCESSORIES - 1.2%
Chrysler Corp., Series A, $4.625 (e) 267,400 36,956
PREFERRED STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONVERTIBLE PREFERRED STOCKS - CONTINUED
ENERGY - 0.7%
OIL & GAS - 0.7%
Unocal Corp. $3.50 (e) 200,000 $ 10,800
Valero Energy Corp. $3.125 221,900 10,096
20,896
HEALTH - 0.3%
MEDICAL EQUIPMENT & SUPPLIES - 0.3%
U.S. Surgical Corp. $2.20 (e) 443,500 9,868
TRANSPORTATION - 0.1%
AIR TRANSPORTATION - 0.1%
AMR Corp. $3.00 (a)(e) 66,300 2,818
TOTAL CONVERTIBLE PREFERRED STOCK 73,046
NONCONVERTIBLE PREFERRED STOCKS - 0.7%
UTILITIES - 0.7%
TELEPHONE SERVICES - 0.7%
SIP (Societa Ital Per L'Eser) Spa Di Risp N/C Ord. 2,000,000 4,462
Stet (Societa Finanziaria Telefonica) Spa 5,500,000 15,500
19,962
TOTAL PREFERRED STOCKS
(Cost $66,731) 93,008
CONVERTIBLE BONDS - 3.0%
MOODY'S RATINGS PRINCIPAL
(UNAUDITED) AMOUNT (000S)
BASIC INDUSTRIES - 1.4%
CHEMICALS & PLASTICS - 0.4%
Reliance Industries Ltd. 3 1/2%, 11/3/99 (e) - $ 12,000 13,860
IRON & STEEL - 0.5%
Essar Gujarat Ltd.:
euro 5 1/2%, 8/5/98 - 3,500 4,988
5 1/2%, 8/5/98 - 250 356
Jindal Strips Ltd. 4 1/4%, 3/31/99 (e) - 1,240 1,277
CONVERTIBLE BONDS - CONTINUED
MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) AMOUNT (000S) (000S)
BASIC INDUSTRIES - CONTINUED
IRON & STEEL - CONTINUED
NTS Steel Group Co. Ltd. euro 4%, 12/16/08 - $ 5,400 $ 4,671
Nippon Denro Ispat 3%, 4/1/01 (e) - 1,830 1,427
Sterlite Industries India Ltd. 3 1/2%, 6/30/99 (e) - 1,600 1,584
14,303
PAPER & FOREST PRODUCTS - 0.5%
Repap Enterprises, Inc. 8 1/2%, 8/1/97 - 15,880 14,133
TOTAL BASIC INDUSTRIES 42,296
CONGLOMERATES - 0.7%
JG Summit Cayman Ltd. 3 1/2%, 12/23/03 (e) - 20,000 17,400
Polly Peck International PLC euro 7 1/4%,
1/4/05 (b) - 6,500 2,860
20,260
CONSTRUCTION & REAL ESTATE - 0.2%
BUILDING MATERIALS - 0.2%
Gujarat Ambuja Cement Ltd. 3 1/2%,
6/30/99 (e) - 2,880 4,018
CONSTRUCTION - 0.0%
Kumagai Gumi Hong Kong Finance Ltd. euro
4 7/8%, 12/8/98 (e) - 1,000 910
REAL ESTATE - 0.0%
Somprasong euro 3 7/8%, 1/21/04 - 1,250 906
TOTAL CONSTRUCTION & REAL ESTATE 5,834
FINANCE - 0.3%
CREDIT & OTHER FINANCE - 0.3%
SCICI Ltd. 3 1/2%, 4/1/04 (e) - 6,900 8,349
MEDIA & LEISURE - 0.3%
ENTERTAINMENT - 0.1%
New Line Cinema Corp. 6 1/2%,
11/15/06 (e) - 3,000 3,450
LODGING & GAMING - 0.2%
Argosy Gaming Co. 12%, 6/1/01 B3 5,000 5,063
TOTAL MEDIA & LEISURE 8,513
CONVERTIBLE BONDS - CONTINUED
MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) AMOUNT (000S) (000S)
TECHNOLOGY - 0.1%
COMPUTER SERVICES & SOFTWARE - 0.0%
Sierra On-Line, Inc. 6 1/2%, 4/1/01 - $ 1,100 $ 1,053
Sterling Software, Inc. 5 3/4%, 2/1/03 B1 910 1,065
2,118
ELECTRONICS - 0.1%
Microsemi Corp. 5 7/8%, 3/1/12 Caa 596 340
Richardson Electronics, Ltd. 7 1/4%, 12/15/06 B3 2,382 1,918
2,258
TOTAL TECHNOLOGY 4,376
TOTAL CONVERTIBLE BONDS
(Cost $96,328) 89,628
U.S. TREASURY OBLIGATIONS - 11.7%
Bill, yield at date of purchase 4.05%,
7/21/94 (Cost $348,173) 350,000 348,135
REPURCHASE AGREEMENTS - 8.3%
MATURITY
AMOUNT
(000S)
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 4.26% dated
5/31/94 due 6/1/94 $ 248,307 248,278
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $2,726,220) $ 2,984,608
LEGEND
1. Non-income producing
2. Non-income producing - the company moved to seek a court appointed
administrator under British bankruptcy law.
3. Affiliated company (see Note 6 of Notes to Financial Statements).
4. Restricted securities - investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
Additional information on each holding is as follows:
ACQUISITION ACQUISITION
SECURITY DATE COST
Jardine Fleming
India Fund, Inc. 3/7/94 $ 4,660,000
5. Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $128,839,000 or 4.4% of net
assets.
OTHER INFORMATION
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States 80.7%
India 2.3
Netherlands 2.0
Canada 1.8
Malaysia 1.6
Hong Kong 1.3
United Kingdom 1.1
Mexico 1.1
Others (individually less than 1%) 8.1
TOTAL 100.0%
INCOME TAX INFORMATION
At May 31, 1994, the aggregate cost of investment securities for income tax
purposes was $2,726,498,000. Net unrealized appreciation aggregated
$258,110,000, of which $391,923,000 related to appreciated investment
securities and $133,813,000 related to depreciated investment securities.
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) MAY 31, 1994 (UNAUDITED)
ASSETS
Investment in securities, at value (including repurchase $ 2,984,608
agreements of $248,278) (cost $2,726,220) (Notes 1
and 2) - See accompanying schedule
Cash 1
Receivable for investments sold 54,390
Receivable for fund shares sold 6,387
Dividends receivable 4,999
Interest receivable 1,585
Other receivables 859
TOTAL ASSETS 3,052,829
LIABILITIES
Payable for investments purchased $ 50,711
Payable for fund shares redeemed 1,886
Accrued management fee 1,865
Other payables and accrued expenses 2,726
Collateral on securities loaned, at value (Note 5) 45,128
TOTAL LIABILITIES 102,316
NET ASSETS $ 2,950,513
Net Assets consist of (Note 1):
Paid in capital $ 2,498,224
Undistributed net investment income 12,333
Accumulated undistributed net realized gain (loss) on 181,568
investments
Net unrealized appreciation (depreciation) on investment 258,388
securities
NET ASSETS, for 166,017 shares outstanding $ 2,950,513
NET ASSET VALUE, offering price and redemption price per $17.77
share ($2,950,513 (divided by) 166,017 shares)
</TABLE>
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED MAY 31, 1994 (UNAUDITED)
INVESTMENT INCOME $ 16,180
Dividends (including $694 received from affiliated
issuers) (Note 6)
Interest (including security lending fees of $252) (Note 5) 12,115
TOTAL INCOME 28,295
EXPENSES
Management fee (Note 4) $ 8,955
Basic fee
Performance adjustment 2,082
Transfer agent fees (Note 4) 3,297
Accounting and security lending fees (Note 4) 398
Non-interested trustees' compensation 9
Custodian fees and expenses 889
Registration fees 275
Audit 35
Legal 12
Interest (Note 7) 1
Miscellaneous 71
Total expenses before reductions 16,024
Expense reductions (Note 8) (68) 15,956
NET INVESTMENT INCOME 12,339
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 181,780
(NOTES 1 AND 3)
Net realized gain (loss) on investment securities
(including realized gain (loss) of $14,668 on sales of
investments in affiliated issuers)
Change in net unrealized appreciation (depreciation) on (119,448)
investment securities
NET GAIN (LOSS) 62,332
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM $ 74,671
OPERATIONS
</TABLE>
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED MAY 31, NOVEMBER 30,
1994 1993
(UNAUDITED)
INCREASE (DECREASE) IN NET ASSETS
Operations $ 12,339 $ 19,152
Net investment income
Net realized gain (loss) on investments 181,780 266,482
Change in net unrealized appreciation (depreciation) (119,448) 144,257
on
investments
NET INCREASE (DECREASE) IN NET ASSETS RESULTING 74,671 429,891
FROM OPERATIONS
Distributions to shareholders: (19,614) (17,541)
From net investment income
From net realized gain (265,685) (387,106)
TOTAL DISTRIBUTIONS (285,299) (404,647)
Share transactions 498,072 665,444
Net proceeds from sales of shares
Reinvestment of distributions 284,991 404,124
Cost of shares redeemed (310,190) (572,056)
Net increase (decrease) in net assets resulting from 472,873 497,512
share
transactions
TOTAL INCREASE (DECREASE) IN NET ASSETS 262,245 522,756
NET ASSETS
Beginning of period 2,688,268 2,165,512
End of period (including undistributed net investment $ 2,950,513 $ 2,688,268
income of $12,333 and $42,699, respectively)
OTHER INFORMATION
Shares
Sold 27,570 37,751
Issued in reinvestment of distributions 16,080 24,793
Redeemed (17,214) (32,513)
Net increase (decrease) 26,436 30,031
</TABLE>
FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED NOVEMBER 30,
ENDED
MAY 31, 1994
(UNAUDITED) 1993 1992 1991 1990 1989
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA
Net asset value, $ 19.26 $ 19.77 $ 17.21 $ 13.13 $ 15.62 $ 12.55
beginning of period
Income from
Investment
Operations
Net investment .07 .09 .14 .27 .34 .37
income
Net realized and .46 3.09 3.66 3.92 (1.88) 2.91
unrealized gain
(loss) on
investments
Total from .53 3.18 3.80 4.19 (1.54) 3.28
investment
operations
Less Distributions
From net (.14) (.16) (.20) (.11) (.45) (.21)
investment
income
From net realized (1.88) (3.53) (1.04) - (.50) -
gain
Total distributions (2.02) (3.69) (1.24) (.11) (.95) (.21)
Net asset value, end $ 17.77 $ 19.26 $ 19.77 $ 17.21 $ 13.13 $ 15.62
of period
TOTAL RETURN (dagger)(diamond) 2.85% 19.47% 23.39% 32.15% (10.59) 26.62%
%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of $ 2,951 $ 2,688 $ 2,166 $ 1,577 $ 1,292 $ 1,448
period (in millions)
Ratio of expenses to 1.12%* 1.05% 1.02% .83% .98% .92%
average net assets
Ratio of expenses to 1.13%* 1.05% 1.02% .83% .98% .92%
average net assets
before expense
reductions
Ratio of net .87%* .80% 1.01% 1.56% 2.34% 2.51%
investment income
to average net
assets
Portfolio turnover rate 73%* 101% 138% 119% 127% 139%
</TABLE>
* ANNUALIZED
(dagger) TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
(diamond) THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 7 OF NOTES TO FINANCIAL
STATEMENTS).
NOTES TO FINANCIAL STATEMENTS
For the period ended May 31, 1994 (Unaudited)
1. SIGNIFICANT ACCOUNTING
POLICIES.
Fidelity Retirement Growth Fund (the fund) is a fund of Fidelity Financial
Trust (the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities (including restricted securities) for which
exchange quotations are not readily available (and in certain cases debt
securities which trade on an exchange), are valued primarily using
dealer-supplied valuations or at their fair value as determined in good
faith under consistently applied procedures under the general supervision
of the Board of Trustees. Short-term securities maturing within sixty days
are valued at amortized cost or original cost plus accrued interest, both
of which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the current exchange rate. Purchases and sales of securities,
income receipts and expense payments are translated into U.S. dollars at
the exchange rate on the dates of the transactions.
It is not practicable to identify the portion of each amount shown in the
fund's Statement of Operations under the caption "Realized and Unrealized
Gain (Loss) on Investments" that arises from changes in foreign currency
exchange rates. Investment income includes net realized and unrealized
currency gains and losses recognized between accrual and payment dates.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income, which includes accretion of original
issue discount, is accrued as earned. Investment income is recorded net of
foreign taxes withheld where recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS.
Distributions are recorded on the ex-
dividend date. Income and capital gain distributions are determined in
accordance with income tax regulations which may differ from generally
accepted accounting principles. These differences are primarily due to
differing treatments for foreign currency transactions and losses deferred
due to wash sales.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income may include temporary book and tax
basis differences which will reverse in a subsequent period. Any taxable
income or gain remaining at fiscal year end is distributed in the following
year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
CHANGE IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS. Effective December
1, 1993, the fund adopted Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain,
and Return of Capital Distributions by Investment Companies. As a result,
the fund changed the classification of distributions to shareholders to
better disclose the differences between financial statement amounts and
distributions determined in accordance with income tax regulations.
Accordingly, amounts as of November 30, 1993 have been reclassified to
reflect a decrease in paid in capital of $39,000, decrease in undistributed
net investment income of $23,091,000 and an increase in accumulated net
realized gain on investments of $23,130,000.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may enter into forward foreign
currency contracts. These contracts involve market risk in excess of the
amount reflected in the fund's Statement of Assets and Liabilities. The
face or contract amount in U.S. dollars reflects the total exposure the
fund has in that particular currency contract. The U.S. dollar value of
forward foreign currency contracts is determined using forward currency
exchange rates supplied by a quotation service. Losses may arise due to
changes in the value of the foreign currency or if the counterparty does
not perform under the contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and presented net on the Statement of
Assets and Liabilities. Gain (loss) on the purchase or sale of forward
foreign currency contracts having the same settlement date and broker is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is
2. OPERATING POLICIES -
CONTINUED
REPURCHASE AGREEMENTS - CONTINUED
responsible for determining that the value of these underlying securities
remains at least equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other registered
investment companies having management contracts with FMR, may transfer
uninvested cash balances into a joint trading account. These balances are
invested in one or more repurchase agreements that are collateralized by
U.S. Treasury or Federal Agency obligations.
RESTRICTED SECURITIES. The fund is permitted to invest in privately placed
restricted securities. These securities may be resold in transactions
exempt from registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations and
expense, and prompt sale at an acceptable price may be difficult. At the
end of the period, restricted securities (excluding 144A issues) amounted
to $4,936,000 or .2% of net assets.
3. PURCHASES AND SALES OF
INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $973,932,000 and $889,538,000, respectively.
4. FEES AND OTHER
TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates ranging from
.30% to .52% and is based on the monthly average net assets of all the
mutual funds advised by FMR. The annual individual fund fee rate is .30%.
The basic fee is subject to a performance adjustment (up to a maximum of +
or - .20%) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annualized rate of .78% of average net
assets after the performance adjustment.
The Board of Trustees approved a new group fee rate schedule with rates
ranging from .2850% to .5200%. Effective November 1, 1993, FMR has
voluntarily agreed to implement this new group fee rate schedule as it
results in the same or a lower management fee.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and Service
Plan (the Plan), and in accordance with Rule 12b-1 of the 1940 Act, FMR or
the fund's distributor, Fidelity Distributors Corporation (FDC), an
affiliate of FMR, may use their resources to pay administrative and
promotional expenses related
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
DISTRIBUTION AND SERVICE PLAN - CONTINUED
to the sale of the fund's shares. Subject to the approval of the Board of
Trustees, the Plan also authorizes payments to third parties that assist in
the sale of the fund's shares or render shareholder support services. FMR
or FDC has informed the fund that payments made to third parties under the
Plan amounted to $21,000 for the period.
TRANSFER AGENT FEE. Fidelity Service Co. (FSC), an affiliate of FMR, is the
fund's transfer, dividend disbursing and shareholder servicing agent. FSC
receives fees based on the type, size, number of accounts and the number of
transactions made by shareholders. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements.
ACCOUNTING AND SECURITY LENDING FEES. FSCmaintains the fund's accounting
records and administers the security lending program. The security lending
fee is based on the number and duration of lending transactions. The
accounting fee is based on the level of average net assets for the month
plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $372,000 for the period.
5. SECURITY LENDING.
The fund loaned securities to certain brokers who paid the fund negotiated
lenders' fees. These fees are included in interest income. The fund
receives U.S. Treasury obligations and/or cash as collateral against the
loaned securities, in an amount at least equal to 102% of the market value
of the loaned securities at the inception of each loan. This collateral
must be maintained at not less than 100% of the market value of the loaned
securities during the period of the loan. At period end, the value of the
securities loaned and the value of collateral amounted to $43,725,000 and
$45,128,000, respectively.
6. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of at
least 5% of the voting securities. Transactions with companies which are or
were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND MARKET
COST COST INCOME VALUE
AFFILIATE
AFC Cable Systems, Inc. $ 2,591 $ - $ - $ 5,421American Bankers Insurance
Group, Inc. - - 390 24,635
Broderbund Software, Inc. (a) 3,122 - - 25,054
Bugaboo Creek Steak House, Inc. 162 887 - 6,291Cable Design Technology
Corp. (a) 2,799 - - 10,663
6. TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND MARKET
COST COST INCOME VALUE
AFFILIATE
Freds, Inc. Class A $ 1,104 $ - $ 89 $ 12,370
IHOP Corp. (a) - 6,865 - -
Image Industries, Inc. (a) - - - 3,937
Integrated Systems, Inc. (a) 399 - - 8,504
Interface, Inc. Class A 1,817 - 53 11,686
Just Toys, Inc. - - - 1,721
K-Swiss, Inc. Class A - - 6 6,796
Kentucky Electric Steel, Inc. (a) - - - 3,722
Libbey, Inc. - - 156 19,011
Loewenstein Furniture Group,
Inc. (a) - 197 - -
Maxwell Shoe, Inc. Class A 2,015 - - 7,200
Oroamerica, Inc. (a) 282 - - 4,337
Peoples Choice TV Corp. (a) 537 - - 10,843
Pillowtex Corp. (a) 457 - - 15,967
Quantum Restaurant Group,
Inc. (a) 242 - - 3,408
RHI Entertainment, Inc. 406 4,636 - -
Shoe Carnival, Inc. (a) - 53 - 9,228
Sierra On-Line, Inc. (a) 577 1,403 - 14,594
Whole Foods Market, Inc. (a) 690 2,010 - 15,975
TOTALS $ 17,200 $ 16,051 $ 694 $ 221,363
(a) Non-income producing
7. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $6,930,000. The weighted average
interest rate was 3 7/8%. Interest expense includes $1,000 paid under the
bank borrowing program.
8. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$68,000 under this arrangement.
TO CALL FIDELITY
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone
services for quotes and balances. The services are easy to use,
confidential and quick. All you need is a Touch Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN). The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
For quotes on funds you own.
1.
For an individual fund quote.
2.
For the ten most frequently
requested Fidelity fund quotes.
3.
For quotes on Fidelity Select
Portfolios(registered trademark).
4.
To change your Personal
Identification Number (PIN).
5.
To speak with a Fidelity
representative.
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
For balances on funds you own.
1.
For your most recent fund activity
(purchases, redemptions, and
dividends).
2.
To change your Personal
Identification Number (PIN).
3.
To speak with a Fidelity
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. FOR MORE
INFORMATION ON ANY
FIDELITY FUND INCLUDING MANAGEMENT FEES AND CHARGES, CALL 1-800-544-8888
FOR A FREE
PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
TO VISIT FIDELITY
For directions and hours,
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
1400 Civic Drive
Walnut Creek, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
185 Asylum Street
Hartford, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
2249 Galiano Street
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
1907 West State Road 434
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
1 West Pennsylvania Ave.
Towson, MD
7401 Wisconsin Avenue
Bethesda, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
101 Cambridge Street
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
26955 Northwestern Hwy.
Southfield, MI
MINNESOTA
38 South Sixth Street
Minneapolis, MN
MISSOURI
700 West 47th Street
Kansas City, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
60B South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
1903 East Ninth Street
Cleveland, OH
28699 Chagrin Boulevard
Woodmere Village, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
1010 Lamar Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
175 East 400 South Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
1001 Fourth Avenue
Seattle, WA
WASHINGTON, DC
1775 K Street, N.W.
Washington, DC
WISCONSIN
222 East Wisconsin Avenue
Milwaukee, WI
INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Thomas P. Sweeney, Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Arthur S. Loring, Secretary
Robert H. Morrison, Manager,
Security Transactions
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Fidelity Fifty
Growth Company Fund
Low-Priced Stock Fund
Magellan(Registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Growth Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances 1-800-544-7544
Exchanges/Redemptions 1-800-544-7777
Mutual Fund Quotes 1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE
