FIDELITY
(REGISTERED TRADEMARK)
RETIREMENT GROWTH
FUND
ANNUAL REPORT
NOVEMBER 30, 1993
CONTENTS
PRESIDENT'S MESSAGE 3 Ned Johnson on minimizing taxes.
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 last six
months.
INVESTMENTS 10 A complete list of the fund's
investments with their market value.
FINANCIAL STATEMENTS 28 Statements of assets and liabilities,
operations, and changes in net
assets, as well as financial
highlights.
NOTES 32 Footnotes to the financial
statements.
REPORT OF INDEPENDENT 36 The auditor's opinion.
ACCOUNTANTS
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:
Once the new year begins, many people start reviewing their finances and
calculating their tax bills. No one wants to pay more taxes than they have
to. But a recent survey of 500 U.S. households, conducted by Fidelity and
Yankelovich Partners, showed that few people have taken steps to reduce
their taxes under the new legislation. Many were not even aware that the
new tax laws were retroactive to January 1993.
Whether or not you're someone whose tax bill will increase as a result of
these changes, it may make sense to consider ways to keep more of what you
earn.
First, if your employer offers a 401(k) or 403(b) retirement savings plan,
consider enrolling. These plans are set up so you can make regular
contributions -
before taxes - to a retirement savings plan. They offer a disciplined
savings strategy, the ability to accumulate earnings tax-deferred, and
immediate tax savings. For example, if you earn $40,000 a year and
contribute 7% of your salary to your 401(k) plan, your annual contribution
is $2,800. That reduces your taxable income to $37,200 and, if you're in
the
28% tax bracket, saves you $784 in Federal taxes. In addition, you pay no
taxes on any earnings until withdrawal.
It may be a good idea to contact your benefits office as soon as possible
to find out when you can enroll or increase your contribution. Most
employers allow employees to make changes only a few times each year.
Second, consider an IRA. Many people are eligible to make an IRA
contribution (up to $2,000) that is fully tax deductible. That includes
people who are not covered by company pension plans, or those within
certain income brackets. Even if you don't qualify for a fully deductible
contribution, any IRA earnings will grow tax-deferred until withdrawal.
Third, consider tax-free investments like municipal bonds and municipal
bond funds. Often these can provide higher after-tax yields than comparable
taxable investments. For example, if you're in the new 36% Federal income
tax bracket and invest $10,000 in a taxable investment yielding 7%, you'll
pay $252 in Federal taxes and receive $448 in income. That same $10,000
invested in a tax-free bond fund yielding 5.5% would allow you to keep $550
in income.
These are three investment strategies that could help lower your tax bill
in 1994. If you're interested in learning more, please call us at
1-800-544-8888 or visit a Fidelity Investor Center.
Wishing you a prosperous new year,
Edward C. Johnson 3d, Chairman
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 NOVEMBER 30, 1993 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS
Retirement Growth 19.47% 120.54% 320.40%
S&P 500(Registered trademark) 10.10% 98.31% 295.47%
Average Capital Appreciation Fund 14.36% 108.75% 205.12%
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one, five, or 10 years. You can compare
these figures 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 159 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 NOVEMBER 30, 1993 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS
Retirement Growth 19.47% 17.14% 15.44%
S&P 500(Registered trademark) 10.10% 14.67% 14.74%
Average Capital Appreciation Fund 14.36% 15.33% 11.06%
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
Retirement Growth (073) S&P 500
11/30/83 10000.00 10000.00
12/31/83 9913.26 9948.00
01/31/84 9738.40 9892.29
02/29/84 9190.57 9544.08
03/31/84 9337.75 9709.20
04/30/84 9370.45 9801.43
05/31/84 8789.91 9258.43
06/30/84 9125.15 9459.34
07/31/84 8961.62 9342.05
08/31/84 10106.35 10374.34
09/30/84 9951.00 10376.42
10/31/84 10024.59 10416.88
11/30/84 9934.64 10300.22
12/31/84 10237.18 10572.14
01/31/85 11237.13 11395.71
02/28/85 11178.03 11535.88
03/31/85 10975.41 11543.95
04/30/85 10781.23 11533.56
05/31/85 11254.01 12200.20
06/30/85 11498.85 12391.75
07/31/85 11684.59 12373.16
08/31/85 11549.50 12267.99
09/30/85 11051.39 11884.00
10/31/85 11617.05 12433.04
11/30/85 12562.62 13285.95
12/31/85 13195.82 13928.99
01/31/86 13777.86 14006.99
02/28/86 15135.33 15054.71
03/31/86 15975.67 15894.76
04/30/86 15883.32 15715.15
05/31/86 16363.52 16551.20
06/30/86 16058.78 16830.91
07/31/86 14793.65 15890.07
08/31/86 15874.09 17069.11
09/30/86 14738.25 15657.49
10/31/86 15458.54 16560.93
11/30/86 15633.99 16963.36
12/31/86 15061.45 16530.80
01/31/87 17175.37 18757.49
02/28/87 18324.26 19498.42
03/31/87 18985.75 20061.92
04/30/87 18997.35 19883.37
05/31/87 19368.71 20056.35
06/30/87 20018.59 21069.20
07/31/87 21562.05 22137.41
08/31/87 22211.93 22963.13
09/30/87 22037.86 22460.24
10/31/87 16096.11 17622.31
11/30/87 15016.84 16170.23
12/31/87 16465.41 17400.78
01/31/88 16754.01 18133.35
02/29/88 18181.82 18978.37
03/31/88 18166.63 18391.94
04/30/88 18500.80 18596.09
05/31/88 18409.66 18757.87
06/30/88 19366.60 19618.86
07/31/88 19138.76 19544.31
08/31/88 18607.13 18879.80
09/30/88 19169.14 19684.08
10/31/88 19305.84 20231.30
11/30/88 19062.81 19941.99
12/31/88 19021.71 20290.98
01/31/89 20489.67 21776.28
02/28/89 20072.46 21234.05
03/31/89 20597.84 21728.80
04/30/89 21571.33 22856.52
05/31/89 21988.54 23782.21
06/30/89 21679.49 23646.66
07/31/89 23719.19 25781.95
08/31/89 23997.33 26287.27
09/30/89 24352.73 26179.50
10/31/89 23502.86 25572.13
11/30/89 24136.40 26093.80
12/31/89 24806.36 26720.05
01/31/90 23584.23 24927.14
02/28/90 23830.75 25248.70
03/31/90 24027.97 25917.79
04/30/90 23337.70 25269.85
05/31/90 25523.56 27733.65
06/30/90 26098.78 27545.07
07/31/90 26000.17 27456.92
08/31/90 23337.70 24974.82
09/30/90 20856.02 23758.54
10/31/90 20182.18 23656.38
11/30/90 21579.16 25184.58
12/31/90 22287.21 25887.23
01/31/91 23314.58 27015.92
02/28/91 25236.75 28947.55
03/31/91 25899.57 29648.09
04/30/91 26065.27 29719.24
05/31/91 26926.93 31003.11
06/30/91 25203.61 29583.17
07/31/91 26844.08 30961.74
08/31/91 27987.44 31695.54
09/30/91 28335.42 31166.22
10/31/91 29346.21 31583.85
11/30/91 28517.69 30311.02
12/31/91 32446.83 33778.60
01/31/92 32518.02 33150.32
02/29/92 32980.79 33581.27
03/31/92 31966.27 32926.44
04/30/92 32322.24 33894.48
05/31/92 32927.39 34060.56
06/30/92 31717.09 33553.06
07/31/92 32802.80 34925.38
08/31/92 31912.87 34209.41
09/30/92 32286.64 34613.08
10/31/92 33301.16 34734.22
11/30/92 35187.81 35918.66
12/31/92 35884.97 36360.46
01/31/93 36779.91 36665.89
02/28/93 35623.03 37164.54
03/31/93 36627.12 37948.72
04/30/93 36343.35 37030.36
05/31/93 38264.20 38022.77
06/30/93 38766.24 38133.04
07/31/93 39028.18 37980.50
08/31/93 41210.96 39419.97
09/30/93 41363.76 39116.43
10/31/93 42586.12 39926.14
11/30/93 42040.42 39546.84
$10,000 OVER 10 YEARS: Let's say you invested $10,000 in Fidelity
Retirement Growth Fund on November 30, 1983. As the chart shows, by
November 30, 1993, the value of your investment would have grown to $42,040
- - a 320.40% 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 $39,547 - a 295.47%
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
MARKET RECAP
Low inflation, falling interest rates
and a gradually improving
economy boosted U.S. stocks
during the 12 months ended
November 30, 1993. The Standard
& Poor's 500 index - a broad
measure of U.S. stock
performance - rose 10.10%, in
line with the market's long-term
average annual return. Continued
poor performance by tobacco, drug
and brand-name consumer
products stocks was offset by
impressive results in other sectors,
including technology, although
semiconductors gave back part of
their gains in October and
November. Other market leaders
were finance, notably securities
brokers; autos; entertainment; and
precious metals. Communications
stocks soared as traditional
telephone utilities, cellular
communications companies and
entertainment companies
scrambled to form strategic
alliances. Mergers and acquisitions
activity resumed at a pace
reminiscent of the 1980s. The
NASDAQ Composite Index, which
tracks over-the-counter stocks,
rose 15.57% for the year,
compared to 14.73% for the Dow
Jones Industrial Average, an index
of 30 blue-chip stocks. Both trailed
the Morgan Stanley EAFE
(Europe, Australia, Far East) index,
which rose 24.27%. Two widely
watched benchmarks broke
records during the period: slow
growth and the prospect of higher
taxes helped push the yield on the
30-year Treasury below 6% in
early September; meanwhile, the
Dow closed above 3700 for the
first time in mid-November, and
finished the month at 3684.
An interview with Harris Leviton, Portfolio Manager of Fidelity Retirement
Growth Fund
Q. HARRIS, HOW DID THE FUND PERFORM?
A. Better than its peers. The total return for the 12 months ended November
30, 1993 was 19.47%, compared to 14.36% for the average capital
appreciation fund, according to Lipper Analytical Services. Meanwhile, the
Standard & Poor's 500 index, a broad measure of the U.S. stock market's
performance, rose 10.10%.
Q. HOW DO YOU EXPLAIN THE RESULTS?
A. I'm always searching for inexpensive stocks in companies that are
increasing their earnings. They've been hard to find lately in the United
States so I've looked overseas and I've had good luck, especially in Hong
Kong and Malaysia. Hong Kong stocks were 3.4% of investments at the end of
November. Among the winners were Hutchison Whampoa, which has interests in
shipping and cellular communications; and Innovative International, a maker
of car antennas. The percentage of foreign stocks in the fund has risen
steadily over the past year, from roughly 5% a year ago to about 10% in May
and more than 25% at the end of November. Total foreign stocks may decline
slightly in the months ahead, if only because I've begun taking profits.
Q. WHAT ABOUT EUROPEAN STOCKS?
A. I own very few. Europe has gotten expensive compared to the rest of the
world. And in my view, the outlook for many aging industries in Europe is
dim, even with an economic recovery. My focus instead has been on
fast-growing developing countries - the so-called emerging markets. Among
the more attractive have been Hong Kong; Malaysia; Brazil, where my largest
investment is Telebras, the telephone monopoly; and lately India, which has
the largest middle class in the world and over 6,000 publicly traded
stocks.
Q. WHAT WERE YOUR FAVORITE U.S. SECTORS?
A. The U.S. economy grew very little in 1993, so you had to be picky about
which companies and sectors to invest in. Technology was the largest sector
in the fund at the end of November - 8.9% of total investments. That was
down from 16.3% six months ago, mainly because last fall I began selling
the fund's semiconductor stocks, including Intel and Texas Instruments.
They'd had a good run and it seemed prudent to take profits. After
technology came utilities, mainly telephone companies with exciting growth
prospects like Bell Atlantic.
Q. IBM SHOWED UP RECENTLY ON YOUR TOP-10 LIST. WHAT'S THE STORY THERE?
A. The stock is cheap, management is aggressively cutting costs, and IBM's
core business, mainframe computers, seems to be improving. Many questions
remain. But whenever a company is cutting costs and business is better than
expected, it begins to look attractive. If IBM has indeed started to turn
itself around, we could see hard evidence of that as early as the
fourth-quarter earnings report, due out in early 1994. The other thing I
like about IBM is that even if I'm wrong, the risk of further steep
declines is slim.
Q. HAS YOUR STAKE IN WARNER-LAMBERT PAID OFF?
A. Not as much as some other stocks the fund owns. It's still my largest
investment, although I've scaled back over the last six months.
Warner-Lambert has a lot of businesses beyond brand-name drugs that may be
worth more money than the market realizes, including generic drugs, and
candy and gum. They also have a new Alzheimer's drug, which has no
competition. My hope is that soon the market will recognize the stock's
value and its price will rise accordingly. Again, if I'm wrong, I shouldn't
have to pay a big price.
Q. WERE THERE ANY DISAPPOINTMENTS?
A. Some of the cyclical stocks in the fund - those that tend to move in
tandem with the economy - lost ground unexpectedly, namely Reynolds Metals,
but the damage was slight. I also expected more from Halliburton, an energy
services company, than I got last year; that whole sector failed to produce
expected gains. But overall, it was a year when the disappointments,
thankfully, were few and far between.
Q. WHAT'S YOUR OUTLOOK?
A. So far in the 1990s, economic growth has been minimal. And yet stock
prices keep spiraling ever higher. We're seeing more and more money chasing
fewer good ideas. Speculation is rising, and the market has gotten more
volatile. While no one can predict what will happen, these are all signs
that in the past have presaged market declines. That's why I'm more
cautious now than I was six months ago. The percentage of cash in the fund
- - 14.7% at the end of November - was recently as high as 20%. I'm not
deliberately raising cash. But when stocks get expensive, I sell them; and
if I can't find enough cheap stocks to replace them, the cash piles up.
Investors have grown accustomed lately to double-digit returns. It would
probably be a good idea to lower those expectations going forward.
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 November 30,
1993, over $2.6 billion
MANAGER: Harris Leviton,
since March 1992; manager,
Fidelity Convertible
Securities Fund, 1990-1992;
Fidelity Select Electronics
Portfolio, 1987-1990;
securities analyst 1986-1987
(checkmark)
HARRIS LEVITON'S INVESTMENT
STYLE:
"I like to buy growth stocks at
a discount. Then if the
company can come through
with improved earnings,
there's a good chance the
market will reward it with a
higher price-to-earnings ratio.
"A good example of that
recently was IHOP -
International House of
Pancakes - which went
public last year at $10 a
share, or 12 times projected
earnings. At the time, not
many people thought it was a
growth company. But
management took the money
from the offering and put it
into renovating the
restaurants, and earnings
improved. As the market took
notice, the stock rose to $28 a
share, while the
price-to-earnings ratio
expanded to 28. Basically,
what I'm trying to do is get a
little more reward for a little
less risk, by buying
inexpensive stocks."
DISTRIBUTIONS:
The Board of Trustees of
Retirement Growth Fund
voted to pay on December 20,
1993, to shareholders of
record at the opening of
business on December 17,
1993, a distribution of $1.75
derived from capital gains
realized from sales of portfolio
securities and a dividend of
$.14 from net investment
income.
INVESTMENT CHANGES
TOP TEN STOCKS AS OF NOVEMBER 30, 1993
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO
Warner-Lambert Co. 2.2 3.5
Cellular Communications, Inc. Class 1.7 1.9
P
International Business Machines 1.6 0.0
Corp.
Chrysler Corp., Series A, $4.625 1.2 2.0
Hutchison Whampoa Ltd. Ord. 1.0 0.0
Reynolds Metals Co. 1.0 0.0
Comstat Corp., Series1 1.0 0.0
Telebras "PN" (Pfd. Reg.) 0.9 0.8
American Bankers Insurance Group, 0.9 1.1
Inc.
British Petroleum PLC ADR 0.8 1.0
TOP FIVE INDUSTRIES AS OF NOVEMBER 30, 1993
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO
Technology 8.9 16.3
Utilities 8.9 7.3
Finance 8.6 12.4
Media and Leisure 7.5 7.7
Durables 7.4 8.4
ASSET ALLOCATION
AS OF NOVEMBER 30, 1993* AS OF MAY 31, 1993**
Row: 1, Col: 1, Value: 24.7
Row: 1, Col: 2, Value: 1.6
Row: 1, Col: 3, Value: 73.7
Stocks 90.5%
Bonds 0.9%
Short-term and other
Investments 8.6%
FOREIGN
INVESTMENTS 9.4%
Stocks 73.7%
Bonds 1.6%
Short-term and other
investments 24.7%
FOREIGN
INVESTMENTS 27.9%
Row: 1, Col: 1, Value: 8.5
Row: 1, Col: 2, Value: 1.0
Row: 1, Col: 3, Value: 90.5
*
*
*
INVESTMENTS NOVEMBER 30, 1993
Showing Percentage of Total Value of Investments
COMMON STOCKS - 71.0%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 0.6%
AEROSPACE & DEFENSE - 0.4%
BE Aerospace, Inc. (a) 195,000 $ 2,169 07330210
McDonnell Douglas Corp. 84,800 9,254 58016910
11,423
DEFENSE ELECTRONICS - 0.2%
Standard Telecommunications, Inc. 22,500 489 85440210
Watkins-Johnson Co. 257,900 5,481 94248610
5,970
TOTAL AEROSPACE & DEFENSE 17,393
BASIC INDUSTRIES - 4.6%
CHEMICALS & PLASTICS - 0.5%
Airgas, Inc. (a) 16,400 344 00936310
Grace (W.R.) & Co. 138,000 5,382 38388310
Reliance Industries Ltd. GDS (e) 50,000 1,075 75947010
Southern Petrochemical Industries GDS (a) 528,000 7,260 84361310
14,061
IRON & STEEL - 0.7%
Acesita (Acos Espec Itabira) (a)
PN 10,500,000 2,893 00499L22
ON 6,500,000 1,873 00499L22
British Steel PLC Ord. 2,684,700 4,867 11101510
Compania Siderurgica Nacional (a) 143,600,000 3,103 24499523
Insteel Industries, Inc. 261,119 2,611 45774W10
Kentucky Electric Steel, Inc. (a) (d) 307,000 3,761 49127B10
LTV Corp. (a) 91,800 1,331 50192110
20,439
METALS & MINING - 3.0%
Alcan Aluminium Ltd. 400,000 8,310 01371610
Alumax, Inc. 713,050 13,815 02219710
Belden, Inc. (a) 1,200,000 21,900 07745910
Cable Design Technology Corp. (a) (d) 640,000 6,240 12692410
Cyprus Amax Minerals Co. 379,850 8,452 23280910
Inco Ltd. 50,000 1,198 45325840
Reynolds Metals Co. 634,900 28,491 76176310
88,406
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
PACKAGING & CONTAINERS - 0.0%
U.S. Can Corp. (a) 45,000 $ 686 90328W10
PAPER & FOREST PRODUCTS - 0.4%
Repola OY 679,200 10,512 75999A92
TOTAL BASIC INDUSTRIES 134,104
CONGLOMERATES - 0.8%
Brierley Investments Ltd. 4,000,000 2,558 10901410
Grupo Carso SA DE CV:
Class A-1 (a) 801,000 7,074 40099594
sponsored ADR 800,000 13,200 40048510
Hanson PLC Ord. 11,620 49 41135210
Tomkins PLC Ord. 102,276 354 89003010
23,235
CONSTRUCTION & REAL ESTATE - 1.0%
BUILDING MATERIALS - 0.3%
China Southern Class B (a) 2,282,000 3,693 21699522
Holnam, Inc. (a) 1,583 10 43642910
Lafarge Corp. 237,400 4,748 50586210
8,451
CONSTRUCTION - 0.6%
Ekran Berhad Ord. (a) 893,000 4,713 28299792
Hopewell Holdings Ltd. 3,670,000 4,204 44099999
Pulte Corp. 99,300 3,674 74586710
Redman Industries (a) 9,000 142 75764210
Renong BHD 3,000,000 3,894 75999H22
Sundance Homes, Inc. (a) 167,000 1,503 86724Q10
18,130
REAL ESTATE INVESTMENT TRUSTS - 0.1%
Chateau Properties, Inc. (a) 21,000 404 16173910
McArthur/Glen Realty Corp. (a) 12,800 304 57918810
Taubman Centers, Inc. 70,500 890 87666410
1,598
TOTAL CONSTRUCTION & REAL ESTATE 28,179
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - 6.2%
AUTOS, TIRES, & ACCESSORIES - 1.9%
Danaher Corp. 429,800 $ 15,903 23585110
Discount Auto Parts, Inc. (a) 129,100 3,211 25464210
Ford Motor Co. 80,000 4,860 34537010
Grupo Dina (Consorcio G) ADR (a) 37,600 827 21030610
Innovative International Holdings 31,339,000 14,301 46199B92
NACCO Industries, Inc. Class A 113,500 5,108 62957910
Purolator Products Co. (a) 191,200 3,442 74638110
Shenzhen China Bicycles Co. Holdings (a) 2,002,000 2,358 82399A92
UMW Holdings BHD (a) 2,200,000 6,450 90302599
56,460
CONSUMER DURABLES - 0.6%
Libbey, Inc. (d) 1,041,700 16,928 52989810
Syratech Corp. (a) 114,900 1,924 87182410
18,852
CONSUMER ELECTRONICS - 0.6%
Aktiebolaget Electrolux (a) 142,700 4,889 01019810
Fossil, Inc. 575,700 11,082 34988210
North Americans Watch Corp. (a) 160,000 2,160 65720920
18,131
HOME FURNISHINGS - 0.4%
Craftmade International, Inc. (a) 10,000 101 22413E10
Knape & Vogt Mfg. Co. 2,500 51 49878210
LADD Furniture, Inc. 506,800 4,941 50573910
Loewenstein Furniture Group, Inc. (a) (d) 248,000 3,038 54042210
Pulaski Furniture Corp. 2,500 58 74555310
Rhodes, Inc. (a) 290,000 4,060 76235P10
Winston Furniture, Inc. (Del.) (a) 28,000 336 97562910
12,585
TEXTILES & APPAREL - 2.7%
Burlington Industries Equity, Inc. (a) 743,000 10,773 12169010
Donnkenny, Inc. (Del.) (a) 110,000 2,104 25800610
Dyersburg Corp. (d) 306,400 2,528 26757510
Fieldcrest Cannon, Inc. (a) 230,800 5,799 31654910
Galey & Lord, Inc. (a) 222,100 2,665 36352K10
High Fashion International 4,310,000 1,911 42999392
Image Industries, Inc. (a) (d) 500,000 5,125 45244B10
Interface, Inc. Class A 538,400 7,605 45866510
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
TEXTILES & APPAREL - CONTINUED
K Swiss, Inc. Class A (a) 308,900 $ 6,410 48268610
Nine West Group, Inc. (a) 349,800 11,500 65440D10
Pillowtex Corp. (a) (d) 962,400 18,165 72150110
Quaker Fabric Corp. (a) 115,000 1,380 74739910
Springs Industries, Inc. Class A 6,100 254 85178310
Texfi Industries, Inc. (a) 187,000 865 88289510
Unifi, Inc. 93,900 2,336 90467710
Valley Fashions Corp. Class A (a) 14,500 240 91961010
79,660
TOTAL DURABLES 185,688
ENERGY - 3.4%
COAL - 0.0%
Pittston Co. Minerals Group 38,000 845 72570120
ENERGY SERVICES - 0.8%
Halliburton Co. 733,300 22,641 40621610
OIL & GAS - 2.6%
Amerada Hess Corp. 504,800 23,536 02355110
British Petroleum PLC:
ADR 416,100 24,654 11088940
Ord. 813,251 4,012 11088910
Louis Dreyfus Natural Gas Corp. (a) 50,000 869 54601110
Newfield Exploration Co. (a) 13,000 213 65129010
Northstar Energy Corp. (a) 78,800 1,593 66703R10
Repsol SA sponsored ADR 124,400 3,561 76026T20
Summit Resources Ltd. 40,000 262 86624610
Tarragon Oil & Gas Ltd. (a) 100,000 1,170 87629E20
Tosco Corp. 32,700 1,030 89149030
Ulster Petroleums Ltd. (a) 50,000 159 90384010
Unocal Corp. 230,000 6,239 91528910
YPF Sociedad Anonima sponsored ADR representing
Class D shares 453,400 11,221 98424510
78,519
TOTAL ENERGY 102,005
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - 8.2%
BANKS - 2.2%
Bancfirst Corp. 52,100 $ 794 05945F10
Banco Frances Del Rio PL (Reg.) 337,500 3,331 21199692
Bank of Boston Corp. 52,444 1,141 06071610
Bank of New York Co., Inc. 230,000 12,765 06405710
Cho Hing Bank Co. Ltd. 17,000 210 17099E22
Citicorp (a) 301,300 10,696 17303410
First Fidelity Bancorporation 105,518 4,419 32019510
First Union Corp. 193,700 7,869 33735810
HSBC Holdings PLC 23,870 264 42199192
Mellon Bank Corp. 157,192 8,724 58550910
Shawmut National Corp. 50,000 1,044 82048410
Signet Banking Corp. 26,435 855 82668110
Westpac Banking Corp. 4,804,022 13,458 96121410
65,570
CLOSED END INVESTMENT COMPANY - 0.0%
Orange Free State Investments Ltd. ADR 40,200 1,467 68486520
CREDIT & OTHER FINANCE - 2.0%
Argentaria Corp. Bancaria de Espana (a) 446,400 19,075 21991392
Beneficial Corp. 279,700 20,628 08172110
Corporacion Bancaria de Espana SA sponsored ADR (a) 128,900 2,771
21991310
Equicredit Corp. (a) 12,500 237 29442210
GFC Financial Corp. 125,400 3,386 36160910
Industrial Finance Corp. Thailand (Loc. Reg.) (a) 50,000 111 45799893
Man AG Ord. 27,000 5,778 56154210
Primerica Corp. 216,566 8,663 74158910
60,649
FEDERAL SPONSORED CREDIT - 0.6%
Federal National Mortgage Association 219,000 16,534 31358610
INSURANCE - 2.1%
Allstate Corp. (a) 41,000 1,210 02000210
American Bankers Insurance Group, Inc. (d) 1,113,435 26,722 02445610
American General Corp. 172,000 4,622 02635110
American Income Holding, Inc. 57,500 1,423 02672810
GAN (Groupe Des Assur Natl) 20,000 1,823 36599792
Heath (CE) International Holdings 4,076,273 4,568 42299992
Mid Ocean Ltd. (a) 534,100 15,222 59599D23
Penncorp. Financial Group, Inc. 213,500 4,057 70809410
St. Paul Companies, Inc. (The) 46,200 4,100 79286010
63,747
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
SAVINGS & LOANS - 0.6%
Ahmanson (H.F.) & Co. 460,400 $ 8,690 00867710
Coast Savings Financial, Inc. (a) 70,900 939 19039M10
Cragin Financial Corp. (a) 175,235 6,484 22413810
FirstFed Michigan Corp. 18,300 423 33761R10
16,536
SECURITIES INDUSTRY - 0.7%
Aokam Perdana BHD 1,000,000 9,773 01899792
John Nuveen Co. Class A 60,000 1,628 47803510
Paine Webber Group, Inc. 234,400 6,241 69562910
Shanghai International Growth Investments 300,000 3,120
20,762
TOTAL FINANCE 245,265
HEALTH - 6.9%
DRUGS & PHARMACEUTICALS - 5.6%
Alkermes, Inc. (a) 93,200 850 01642T10
Alpha 1 Biomedicals, Inc. (a) 117,500 2,130 02091010
Cocensys, Inc. (a) 225,800 1,101 19126310
Cortech, Inc. (a) 270,000 3,577 22051J10
Creative Biomolecules, Inc. (a) 564,900 5,649 22527010
Cygnus Therapeutics Systems (a) 265,000 2,319 23256410
IMCERA Group, Inc. 505,400 17,436 45245410
Liposome Co, Inc. (a) 553,000 6,774 53631110
Magainin Pharmaceuticals, Inc. (g) 200,000 2,650 55903692
Magainin Pharmaceuticals, Inc. (a) 314,000 4,161 55903610
Mylan Laboratories, Inc. 418,700 11,305 62853010
Pfizer, Inc. 50,000 3,325 71708110
Protein Design Labs, Inc. (a) 236,500 5,646 74369L10
Schering-Plough Corp. 150,000 10,031 80660510
SciClone Pharmaceuticals, Inc. (a) 645,600 15,979 80862K10
T Cell Sciences, Inc. (a) (g) 250,000 1,594 87234292
Upjohn Co. 184,600 5,769 91530210
Warner-Lambert Co. 987,700 65,559 93448810
165,855
MEDICAL EQUIPMENT & SUPPLIES - 1.0%
Boston Scientific Corp. (a) 120,000 1,485 10113710
Cyberonics Inc. (a) 12,000 126 23251P10
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - CONTINUED
Maxxim Medical, Inc. (a) 189,500 $ 3,624 57777G10
Millipore Corp. 113,700 3,922 60107310
Sofamor/Danek Group, Inc. (a) 321,600 10,854 83400510
Spacelabs Medical, Inc. (a) 135,500 3,049 84624710
Steris Corporation (a) 195,700 3,376 85915210
Utah Medical Products, Inc. 254,000 2,191 91748810
28,627
MEDICAL FACILITIES MANAGEMENT - 0.3%
HCA - Hospital Corporation of America Class A (a) 174,100 5,136 40412010
U.S. Healthcare, Inc. 51,550 2,983 91191010
8,119
TOTAL HEALTH 202,601
INDUSTRIAL MACHINERY & EQUIPMENT - 3.5%
ELECTRICAL EQUIPMENT - 2.0%
Holophane Corp. (a) 168,000 2,436 43645B10
Hutchison Whampoa Ltd. Ord. 7,100,000 28,493 44841510
Johnson Electric Industrial Manufacturing, Ltd. (e) 250,000 582
47899999
Kemet Corp. (a) 238,000 3,451 48836010
Philips Electronics 856,100 16,642 71833799
Philips NV (NY shs.) (a) 301,000 5,870 71833750
Westinghouse Electric Corp. 244,100 3,417 96040210
60,891
INDUSTRIAL MACHINERY & EQUIPMENT - 1.5%
Bearings, Inc. 9,400 262 07400520
Caterpillar, Inc. 198,400 16,914 14912310
Cincinnati Milacron, Inc. 523,200 10,464 17217210
Granite Industries BHD 2,369,000 13,614 38799522
SKF AB Ord. (a) 296,700 4,241 78437530
45,495
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 106,386
MEDIA & LEISURE - 7.3%
BROADCASTING - 1.7%
Cablemaxx, Inc. (a) 37,000 425 12685910
Home Shopping Network, Inc. (a) 209,300 3,139 43735110
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
BROADCASTING - CONTINUED
NTN Communications, Inc. (a) 61,900 $ 596 62941030
Peoples Choice TV Corp. (a) (d) 353,600 9,194 71084710
Preferred Entertainment, Inc. (a) 180,500 3,881 74036T10
Scandinavian Broadcasting Corp. (a) 161,500 3,169 80699E92
Television Broadcast Limited Ord. (a) 2,840,000 9,890 87953110
United International Holdings, Inc. Class A (a) 5,000 158 91073410
Viacom, Inc. (non-vtg.) (a) 468,200 20,659 92552430
51,111
ENTERTAINMENT - 2.2%
Multi-Purpose Holding BHD (a) 2,400,000 6,098 00099292
New Line Cinema Corp. (a) 811,100 18,757 64646510
PolyGram N.V. Ord. 270,000 10,455 73173392
RHI Entertainment, Inc. (a) (d) 764,900 17,593 74955910
Royal Carribean Cruises Ltd. 364,700 9,391 78015392
Shaw Bros Hong Kong Ltd. 1,900,000 3,222 82028710
65,516
LEISURE DURABLES & TOYS - 0.2%
Coachmen Industries, Inc. 6,700 94 18987310
Just Toys, Inc. (a) (d) 405,000 4,050 48213310
Playmates International Holdings 3,000,000 1,126 72799292
Varsity Spirit Corp. (a) 81,000 1,195 92229410
Vermont Teddy Bear (a) 1,100 17 92427X10
6,482
LODGING & GAMING - 1.4%
Aztar Corp. (a) 278,800 1,952 05480210
Caesars World, Inc. (a) 249,600 12,199 12769510
Circus Circus Enterprises, Inc. (a) 389,850 13,498 17290910
Hospitality Franchise Systems, Inc. (a) 56,000 2,394 44091210
Mandarin Oriental International Ltd. Ord. 6,374,000 7,261 56259499
Mirage Resorts, Inc. (a) 19,500 429 60462E10
Shangri-La Asia Ltd. (a) 3,224,000 3,840 84599M22
41,573
PUBLISHING - 0.5%
Big Entertainment, Inc. (a) 120,000 795 08914410
Harvey Comics Entertainment, Inc. (a) 70,000 656 41764710
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
PUBLISHING - CONTINUED
MaClean Hunter Ltd. 1,328,800 $ 11,813 55474980
Times Mirror Co., Series A 44,800 1,400 88736010
14,664
RESTAURANTS - 1.3%
Cafe De Coral Holdings Ltd. 5,487,900 4,014 12799092
F&M Distributors, Inc. (a) (d) 460,600 3,570 30272310
Fairwood Holdings Ltd. (a) (e) 7,089,000 3,304 30699392
IHOP Corp. (a) (d) 809,600 22,770 44962310
Quantum Restaurant Group, Inc. 325,400 3,417 74763T10
37,075
TOTAL MEDIA & LEISURE 216,421
NONDURABLES - 2.1%
BEVERAGES - 1.0%
Dr. Pepper/Seven-Up Companies, Inc. (a) 440,500 10,021 25613130
Emvasa Del Valle de Enah Ord. (a) 835,000 3,364 29299E22
Grupo Embot. Mex. Class B ADS (e) 540,000 16,200 40048J10
29,585
FOODS - 0.3%
Hormel (George A) & Co. 366,500 8,063 44045210
Mavesa SA sponsored ADR (a) (e) 240,000 2,220 57771720
10,283
HOUSEHOLD PRODUCTS - 0.7%
Luxottica Group S.P.A. sponsored ADR (a) 11,500 293 55068R20
Premark International, Inc. 240,500 18,819 74045910
Safeskin Corp. (a) 12,000 186 78645410
19,298
TOBACCO - 0.1%
ITC Ltd.:
warrants (a) (e) 20,000 160 45031811
GDR (e) 60,000 1,395 45031810
RJR Nabisco Holdings Corp. (a) 427,800 2,781 74960K10
4,336
TOTAL NONDURABLES 63,502
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
PRECIOUS METALS - 0.7%
Amax Gold, Inc. 239,779 $ 1,529 02312010
Anglo American Corp. of South Africa Ltd.:
ADR 16,000 562 03486130
(Reg.) (a) 94,200 3,311 03486110
Driefontein Consolidated Ltd.:
ADR 155,000 1,724 26202640
Ord. 183,200 2,048 26202630
Free State Consolidated Gold Mines Ltd.:
ADR 74,400 1,023 35614220
Ord . 83,700 1,209
Kloof Gold Mining Ltd.:
ADR 219,300 2,056 49874650
Ord. 145,200 1,359 49874640
Vaal Reefs Exploration & Mining Co. Ltd.:
ADR 283,800 2,341 91850640
(Reg.) 14,000 1,186 91850610
Western Deep Levels Ltd.:
ADR 59,100 2,327 95807720
Ord. 33,900 1,339 95807710
22,014
RETAIL & WHOLESALE - 4.8%
APPAREL STORES - 0.7%
Catherines Stores Corp. (a) 139,000 2,676 14916F10
Designs, Inc. (a) 141,400 2,298 25057L10
Giordano Holdings Ltd. Ord. 5,000,000 2,702 37599592
Shoe Carnival, Inc. (a) (d) 774,000 12,964 82488910
Sportstown, Inc. (a) 16,900 106 84919810
20,746
GENERAL MERCHANDISE STORES - 1.5%
Bradlees, Inc. 468,800 7,149 10449910
Dayton Hudson Corp. 70,700 5,046 23975310
Freds, Inc. Class A (d) 839,700 12,595 35610810
Hudsons Bay Co. Ord. 500,000 14,365 44420410
Sears, Roebuck & Co. 100,000 5,438 81238710
44,593
GROCERY STORES - 1.6%
Bruno's, Inc. 134,000 1,223 11688110
Giant Food, Inc. Class A 389,700 9,060 37447810
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GROCERY STORES - CONTINUED
Great Atlantic & Pacific Tea Co., Inc. 43,400 $ 1,204 39006410
Safeway, Inc. (a) 707,500 13,443 78651420
Whole Foods Market, Inc. (a) (d) 1,129,500 23,155 96683710
48,085
RETAIL & WHOLESALE, MISC - 0.9%
Barnes & Noble, Inc. 169,200 4,907 06777410
Best Buy Co., Inc. (a) 94,800 4,716 08651610
Good Guys, Inc. (a) 103,300 1,614 38209110
Lillian Vernon Corp. 82,100 1,498 53243010
Natural Wonders, Inc. (a) 220,000 2,145 63901410
Orchard Supply Hardware Corp. (a) 160,400 2,246 68569110
Redoute (LA) 30,000 4,683 75799492
Toys "R" Us, Inc. (a) 100,000 4,075 89233510
25,884
TRADING COMPANIES - 0.1%
Linkful International Holding (a) 15,000,000 4,369 53599522
TOTAL RETAIL & WHOLESALE 143,677
SERVICES - 0.3%
ADVERTISING - 0.0%
HA-LO Industries, Inc. (a) 105,000 551 40442910
SERVICES - 0.3%
Oroamerica, Inc. (a) (d) 314,000 4,396 68702710
TRO Learning, Inc. (a) 289,300 2,821 87263R10
7,217
TOTAL SERVICES 7,768
TECHNOLOGY - 8.8%
COMMUNICATIONS EQUIPMENT - 0.5%
Champion Technology Holdings Ltd. (a) 2,000,000 1,812 15899922
DSC Communications Corp. (a) 100,000 5,413 23331110
Ericsson (L.M.) Telephone Co. Class B ADR 63,200 2,496 29482140
General Instrument Corp. (a) 104,200 5,562 37012110
15,283
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - 2.3%
America Online, Inc. (a) 69,200 $ 4,532 02364J10
BancTec, Inc. (a) 218,850 4,596 05978410
Ceridian Corp. (a) 227,300 4,262 15677T10
Compuware Corp. (a) 57,200 1,416 20563810
Integrated Systems, Inc. (a) (d) 672,000 6,888 45812M10
Microsoft Corp. (a) 200,000 16,000 59491810
SPSS, Inc. 79,000 790 78462K10
Sierra On-Line, Inc. (a) (d) 700,900 16,121 82640910
Sterling Software, Inc. (a) 92,300 2,573 85954710
SunGard Data Systems, Inc. (a) 333,300 11,832 86736310
Viewlogic Systems, Inc. (a) 30,000 690 92672110
69,700
COMPUTERS & OFFICE EQUIPMENT - 3.6%
Amdahl Corp. 216,000 1,188 02390510
Compaq Computer Corp. (a) 279,000 20,193 20449310
International Business Machines Corp. 857,700 46,209 45920010
Merisel, Inc. (a) 556,200 8,134 58984910
Netframe Systems, Inc. (a) 547,900 9,040 64110610
Norand Corp. (a) 3,500 87 65542110
Seagate Technology (a) 432,700 10,493 81180410
Xerox Corp. 145,600 12,012 98412110
107,356
ELECTRONIC INSTRUMENTS - 0.3%
ASECO Corp. (a) 75,000 656 04365910
Fisher Scientific International, Inc. 170,900 5,811 33803210
Megatest Corp. (a) 65,100 879 58495810
7,346
ELECTRONICS - 1.9%
Advanced Micro Devices, Inc. (a) 979,800 18,616 00790310
Integrated Device Technology, Inc. (a) 1,114,400 15,462 45811810
Methode Electronics, Inc. Class A 298,300 3,729 59152020
Micron Technology, Inc. 253,300 11,715 59511210
Recoton Corp. (a) 20,000 495 75626810
Samsung Electronics Co. Ltd. GDR (a) (e) 9,001 265 79605030
Texas Instruments, Inc. 103,000 6,618 88250810
56,900
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
PHOTOGRAPHIC EQUIPMENT - 0.2%
Eastman Kodak Co. 100,000 $ 6,087 27746110
TOTAL TECHNOLOGY 262,672
TRANSPORTATION - 3.5%
AIR TRANSPORTATION - 1.5%
AMR Corp. (a) 210,000 13,834 00176510
East Asiatic Co. Hong Kong Ltd. 2,447,000 950 27099892
Technology Resources (a) 2,000,000 8,210 93699692
UAL Corp. 142,500 21,161 90254910
44,155
RAILROADS - 0.4%
Chicago & North Western Holdings Corp. (a) 532,900 12,656 16715510
SHIPPING - 0.2%
Shun Tak Holdings Ltd. 6,284,000 7,240 82799192
TRUCKING & FREIGHT - 1.4%
Airborne Freight Corp. 540,300 17,830 00926610
Federal Express Corp. (a) 338,200 24,181 31330910
Landair Services, Inc. (a) 17,000 315 51475910
42,326
TOTAL TRANSPORTATION 106,377
UTILITIES - 8.3%
CELLULAR - 1.7%
Cellular Communications, Inc. Class P (a) 1,094,300 49,856 15091793
Nationwide Cellular Service, Inc. (a) 46,000 656 63859510
50,512
ELECTRIC UTILITY - 0.6%
Consolidated Electric Power Asia Ltd. sponsored ADR 64,100 1,039
20855210
Korea Electric Power Corp. 400,000 9,652 50099B92
Meralco Class B (a) 495,000 5,912 58799A92
16,603
GAS - 0.4%
Sonat, Inc. 194,000 5,990 83541510
Trident Holdings (a) 400,000 4,500 89592610
10,490
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - 5.6%
Ameritech Corp. 150,000 $ 11,475 03095410
Bell Atlantic Corp. 372,400 22,344 07785310
BellSouth Corp. 188,700 10,779 07986010
Comsat Corp., Series 1 896,600 28,355 20564D10
Davel Communications GRP, Inc. (a) 54,400 830 23833810
GTE Corp. 320,000 11,880 36232010
MCI Communications Corp. 339,400 8,273 55267310
NYNEX Corp. 120,000 5,115 67076810
Southwestern Bell Corp. 432,400 18,377 84533310
Sprint Corporation 638,100 20,898 85206110
Telebras "PN" (Pfd. Reg.) 795,857,000 27,959 95499792
Telecomasia Corp. Public Ltd. 400,000 864 87928D92
167,149
TOTAL UTILITIES 244,754
TOTAL COMMON STOCKS
(Cost $1,754,584) 2,112,041
PREFERRED STOCKS - 2.7%
CONVERTIBLE PREFERRED STOCKS - 2.1%
BASIC INDUSTRIES - 0.1%
METALS & MINING - 0.1%
Alumex, Inc., Series A, $4.00 22,000 2,046 02219720
Cyprus Amax Minerals Co., Series A, $4.00 (e) 24,000 1,410 23280920
3,456
DURABLES - 1.2%
AUTOS, TIRES, & ACCESSORIES - 1.2%
Chrysler Corp., Series A, $4.625 (e) 247,400 36,739 17119670
ENERGY - 0.4%
OIL & GAS - 0.4%
Unocal Corp. $3.50 (e) 200,000 11,600 91528920
PREFERRED STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONVERTIBLE PREFERRED STOCKS - CONTINUED
TRANSPORTATION - 0.4%
AIR TRANSPORTATION - 0.4%
AMR Corp. $3.00 (e) 139,000 $ 7,193 00176588
UAL, Inc. 6 1/4% cumulative (e) 45,200 5,305 90254930
12,498
TOTAL CONVERTIBLE PREFERRED STOCKS 64,293
NONCONVERTIBLE PREFERRED STOCKS - 0.6%
UTILITIES - 0.6%
TELEPHONE SERVICES - 0.6%
Stet Societa Finanziaria Telefonica SPA 9,530,000 15,758 85982592
SIP (Societa Ital Per L'Eser) Spa Di Risp N/C Ord. 670,000 1,032
78401796
16,790
TOTAL PREFERRED STOCKS
(Cost $57,789) 81,083
CONVERTIBLE BONDS - 1.6%
MOODY'S RATINGS (C) PRINCIPAL
(UNAUDITED) AMOUNT (F) (000S)
BASIC INDUSTRIES - 0.9%
CHEMICALS & PLASTICS - 0.4%
Reliance Industries Ltd.:
3 1/2%, 11/3/93 (e) - $ 10,000 11,450 759470AA
3 1/2%, 11/3/99 - 1,000 1,152 7594709A
12,602
IRON & STEEL - 0.1%
Essar Gujarat, Ltd. 5 1/2%, 8/5/98 - 250 339 296994AC
Jindal Strip 4 1/4%, 3/31/99 (e) - 1,240 1,392 642994AA
1,731
CONVERTIBLE BONDS - CONTINUED
MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) AMOUNT (F) (000S) (000S)
BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - 0.4%
Repap Enterprises, Inc. 8 1/2%,
8/1/97 - $ 15,880 $ 12,704 76026M9B
TOTAL BASIC INDUSTRIES 27,037
CONGLOMERATES - 0.0%
Polly Peck International PLC
7 1/4%, 1/4/05 (b) - 6,500 1,235 731991AA
CONSTRUCTION & REAL ESTATE - 0.0%
REAL ESTATE - 0.0%
New World Development Ltd. 4 3/8%,
12/11/00 (e) - 1,000 978 649272AA
BUILDING MATERIALS - 0.0%
Gujar Ambuja 3 1/2%, 6/30/99 - 880 880
TOTAL CONSTRUCTION & REAL ESTATE 1,858
FINANCE - 0.4%
CREDIT & OTHER FINANCE - 0.3%
Asia Credit 3 3/4%, 11/17/03 (e) - 1,355 1,477 044909AA
Benpress Holdings Corp. 4.2%,
12/31/94 (e) - 113 254 082300AA
Scici Ltd. 3 1/2%, 4/1/04 (e) - 4,900 5,978 79599KAA
7,709
SECURITIES INDUSTRY - 0.1%
Phatra TH 3 1/2%, 12/13/03 - 2,500 2,500
TOTAL FINANCE 10,209
MEDIA & LEISURE - 0.2%
ENTERTAINMENT - 0.2%
New Line Cinema Corp. 6 1/2%,
11/15/06 (e) - 3,000 4,110 646465AA
RHI Entertainment 6 1/2%, 6/1/03 (e) - 710 916 749559AA
5,026
CONVERTIBLE BONDS - CONTINUED
MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) AMOUNT (F) (000S) (000S)
TECHNOLOGY- 0.1%
COMPUTER SERVICES & SOFTWARE - 0.0%
Sterling Software, Inc. 5 3/4%, 2/1/03 B1 $ 910 $ 1,083 859547AD
ELECTRONICS - 0.1%
Microsemi Corp. 5 7/8%, 3/1/12 Caa 596 226 595137AA
Richardson Electronics, Ltd. 7 1/4%,
12/15/06 B3 2,382 1,906 763165AB
2,132
TOTAL TECHNOLOGY 3,215
TOTAL CONVERTIBLE BONDS
(Cost $51,440) 48,580
U.S. TREASURY OBLIGATIONS - 10.0%
Bills, yields at date of purchase 3.13% to 3.15%
2/24/94 to 3/3/94 (Cost $297,713) Aaa 300,000 297,658
REPURCHASE AGREEMENTS - 14.7%
MATURITY
AMOUNT
(000S)
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 3.24% dated
11/30/93 due 12/1/93 $ 438,780 438,741
TOTAL INVESTMENTS - 100%
(Cost $2,600,267) $ 2,978,103
LEGEND
1. Non-income producing
2. Non-income producing - the company moved to seek a court appointed
administrator under British bankruptcy law.
3. Standard & Poor's Corporation credit ratings are used in the absence
of a rating by Moody's Investors Service, Inc.
4. Affiliated company (see Note 6 of Notes to Financial Statements).
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 $114,003,000 or 4.2% of net
assets.
6. Principal amount is stated in United States dollars unless otherwise
noted.
7. 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
Magainin
Pharmaceuticals, Inc. 9/24/93 $ 1,750,000
T Cell Sciences, Inc. 11/23/93 $ 1,587,500
OTHER INFORMATION
Distribution of investments by country, as a percentage of total value of
investments, is as follows:
United States 81.9%
Hong Kong 3.4
Malaysia 1.8
Canada 1.7
Brazil 1.2
United Kingdom 1.2
Netherlands 1.1
India 1.0
Others (individually less than 1%) 6.7
TOTAL 100.0%
INCOME TAX INFORMATION
At November 30, 1993, the aggregate cost of investment securities for
income tax purposes was $2,601,018,000. Net unrealized appreciation
aggregated $377,085,000, of which $429,097,000 related to appreciated
investment securities and $52,012,000 related to depreciated investment
securities.
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) NOVEMBER 30, 1993
ASSETS
Investment in securities, at value (including repurchase $ 2,978,103
agreements of $438,741) (cost $2,600,267) (Notes 1
and 2) - See accompanying schedule
Receivable for investments sold 23,357
Receivable for fund shares sold 4,942
Dividends receivable 3,723
Interest receivable 926
Other receivables 5,190
TOTAL ASSETS 3,016,241
LIABILITIES
Payable to custodian bank $ 626
Payable for investments purchased 278,292
Payable for fund shares redeemed 2,582
Accrued management fee 1,727
Other payables and accrued expenses 691
Collateral on securities loaned, at value (Note 5) 44,055
TOTAL LIABILITIES 327,973
NET ASSETS $ 2,688,268
Net Assets consist of:
Paid in capital $ 2,025,390
Undistributed net investment income 42,699
Accumulated undistributed net realized gain (loss) on 242,343
investments
Net unrealized appreciation (depreciation) on investment 377,836
securities
NET ASSETS, for 139,581 shares outstanding $ 2,688,268
NET ASSET VALUE, offering price and redemption price per $19.26
share ($2,688,268 (divided by) 139,581 shares)
</TABLE>
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1993
<TABLE>
<CAPTION>
<S> <C> <C>
INVESTMENT INCOME $ 33,578
Dividends (including $417 received from affiliated
issuers) (Note 6)
Interest (including security lending fees of $192) (Note 5) 10,767
TOTAL INCOME 44,345
EXPENSES
Management fee (Note 4) $ 15,111
Basic fee
Performance adjustment 3,094
Transfer agent fees (Note 4) 5,706
Accounting and security lending fees (Note 4) 779
Non-interested trustees' compensation 16
Custodian fees and expenses 227
Registration fees 51
Audit 61
Legal 29
Miscellaneous 170
Total expenses before reductions 25,244
Expense reductions (Note 7) (51) 25,193
NET INVESTMENT INCOME 19,152
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 266,482
(NOTES 1 AND 3)
Net realized gain (loss) on investment securities
(including realized (loss) of $3,251 on sales of
investments in affiliated issuers)
Change in net unrealized appreciation (depreciation) on 144,257
investment securities
NET GAIN (LOSS) 410,739
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM $ 429,891
OPERATIONS
</TABLE>
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEARS ENDED NOVEMBER 30,
1993 1992
INCREASE (DECREASE) IN NET ASSETS
Operations $ 19,152 $ 19,298
Net investment income
Net realized gain (loss) on investments 266,482 381,043
Change in net unrealized appreciation (depreciation) 144,257 (14,726)
on investments
NET INCREASE (DECREASE) IN NET ASSETS RESULTING 429,891 385,615
FROM OPERATIONS
Distributions to shareholders from: (17,541) (18,500)
Net investment income
Net realized gain (387,106) (96,199)
Share transactions 665,444 732,259
Net proceeds from sales of shares
Reinvestment of distributions from: 17,513 18,481
Net investment income
Net realized gain 386,611 96,126
Cost of shares redeemed (572,056) (529,417)
Net increase (decrease) in net assets resulting from 497,512 317,449
share transactions
TOTAL INCREASE (DECREASE) IN NET ASSETS 522,756 588,365
NET ASSETS
Beginning of period 2,165,512 1,577,147
End of period (including undistributed net investment $ 2,688,268 $ 2,165,512
income of $42,699 and $41,088, respectively)
OTHER INFORMATION
Shares
Sold 37,751 40,145
Issued in reinvestment of distributions from: 1,074 1,105
Net investment income
Net realized gain 23,719 5,746
Redeemed (32,513) (29,083)
Net increase (decrease) 30,031 17,913
</TABLE>
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED NOVEMBER 30,
1993 1992 1991 1990 1989
SELECTED PER-SHARE DATA
Net asset value, beginning of $ 19.77 $ 17.21 $ 13.13 $ 15.62 $ 12.55
period
Income from Investment
Operations
Net investment income .09 .14 .27 .34 .37
Net realized and unrealized 3.09 3.66 3.92 (1.88) 2.91
gain (loss) on investments
Total from investment 3.18 3.80 4.19 (1.54) 3.28
operations
Less Distributions
From net investment income (.16) (.20) (.11) (.45) (.21)
From net realized gain (3.53) (1.04) - (.50) -
Total distributions (3.69) (1.24) (.11) (.95) (.21)
Net asset value, end of period $ 19.26 $ 19.77 $ 17.21 $ 13.13 $ 15.62
TOTAL RETURN (dagger) 19.47% 23.39% 32.15% (10.59) 26.62%
%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period $ 2,688 $ 2,166 $ 1,577 $ 1,292 $ 1,448
(in millions)
Ratio of expenses to average net 1.05% 1.02% .83% .98% .92%
assets *
Ratio of expenses to average net 1.05% 1.02% .83% .98% .92%
assets before expense
reductions *
Ratio of net investment income .80% 1.01% 1.56% 2.34% 2.51%
to average net assets
Portfolio turnover rate 101% 138% 119% 127% 139%
</TABLE>
* SEE NOTE 7 OF NOTES TO FINANCIAL STATEMENTS.
(dagger) THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1993
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, 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 practical 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. Dividend and interest income is
recorded net of foreign taxes where recovery of such taxes is not assured.
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.
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.
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 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 SEC), 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 $4,244,000 or .2% of net assets.
3. PURCHASES AND SALES OF
INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $2,148,845,000 and $2,200,708,000, 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
.31% 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 annual rate of .76% 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 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 $31,000 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. FSC maintains 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 $1,179,000 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 $42,541,000 and
$44,055,000 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 PURCHASES SALES DIVIDEND MARKET
COST COST INCOME VALUE
AFFILIATE
American Bankers Insurance
Group, Inc. $ 1,121 $ 17 $ 189 $ 26,722 Cable Design Technology Corp.
(a) 6,400 - - 6,240 Dyersburg Corp. - 801 9 - F&M
Distributors, Inc. (a) 1,352 - - - Freds, Inc. Class A 6,102 - 91
12,595 IHOP Corp. (a) 5,569 230 - 22,770 Image Industries, Inc. (a)
- - - - 5,125 Integrated Systems, Inc. (a) 188 - - 6,888 Just Toys,
Inc. (a) 1,356 - - 4,050 Kentucky Electric Steel, Inc. (a) 3,684 -
- - 3,761 Libbey, Inc. 13,730 - 78 16,928 Loewenstein Furniture
Group, Inc. (a) 112 - - 3,038 Microcom, Inc. 180 9,695 - -
Micropose, Inc. 307 8,920 - - Minerals Technologies, Inc. 183
20,113 50 - Netframe Systems, Inc. (a) 1,106 3,210 - - Network
Equipment
Technologies, Inc. 34 17,858 - - New Line Cinema Corp. 552 513 -
- - Oroamerica, Inc. (a) 802 - - 4,396 Peoples Choice TV Corp. (a) 779
- - - 9,194 Pillowtex Corp. (a) 8,351 - - 18,165 RHI Entertainment,
Inc. (a) - - - 17,593 Shoe Carnival, Inc. (a) 2,983 - - 12,964
Sierra On-Line, Inc. (a) 724 408 - - Sportstown, Inc. (a) 1,405
4,455 - -
Whole Foods Market, Inc. (a) 3,272 242 - 23,155
TOTALS $ 60,292 $ 66,462 $ 417 $ 193,584
(a) Non-income producing
7. 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
$51,000 under this arrangement.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of Fidelity Financial Trust and the Shareholders of
Fidelity Retirement Growth Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments (except for Moody's and Standard
& Poor's ratings), and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Fidelity Retirement Growth
Fund (a fund of Fidelity Financial Trust) at November 30, 1993, the results
of its operations for the year then ended, the changes in its net assets
and the financial highlights for the periods indicated in conformity with
generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are
the responsibility of the Fidelity Retirement Growth Fund 's management;
our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these financial statements
in accordance with generally accepted auditing standards which require that
we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of securities owned at November 30,
1993 by correspondence with the custodian and brokers and the application
of alternative auditing procedures where confirmations from brokers were
not received, provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE
Boston, Massachusetts
January 3, 1994
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
32 West Central Boulevard
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
8300 Boone Boulevard
Vienna, 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
Harris Leviton, 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*
Marvin L. Mann
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
Growth Company Fund
Low-Priced Stock Fund
Magellan(Registered trademark) Fund
New Millennium(double dagger) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock 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
FIDELITY RETIREMENT GROWTH FUND
82 DEVONSHIRE STREET
BOSTON, MASSACHUSETTS 02109
TO THE SHAREHOLDERS:
The Board of Trustees of Fidelity Retirement Growth Fund voted to pay on
January 10, 1994, to shareholders of record at the opening of business on
January 7, 1994, a distribution of $.13 derived from capital gains realized
from sales of portfolio securities.
In the opinion of management, regardless of whether you took payments in
cash or in additional shares, the distribution will be reportable for tax
purposes for the year 1994. You will be notified at a later date as to the
tax treatment of this distribution.
If your account is a Fidelity prototype retirement plan such as an
Individual Retirement Account (IRA), a Keogh Plan, a 403(b), or a qualified
pension or profit sharing plan, the above information is provided for
informational purposes only and is not reportable for tax purposes in 1994.
FIDELITY RETIREMENT GROWTH FUND
January 7, 1994
