<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Financial Trust
(Name of Registrant)
File No. 2-79910
</PAGE>
<PAGE>
FILE NO. 2-79910
Fidelity Financial Trust
: Fidelity Convertible Securities Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended November 30, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
60,274,778 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
60,274,778 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
60,274,778
$
999,266,327
Redemptions:
(28,876,114)
$
(481,321,484)
Net Sales Pursuant to Rule 24f-2:
31,398,664
$
517,944,843
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $178,602.92
Fidelity Financial Trust
:
Fidelity Convertible Securities Fund
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-79910
Fidelity Financial Trust
: Fidelity Equity Income II Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended November 30, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
196,096,624 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
196,096,624 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
196,096,624
$
3,502,848,051
Redemptions:
(64,583,056)
$
(1,164,549,723)
Net Sales Pursuant to Rule 24f-2:
131,513,568
$
2,338,298,328
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $806,315.41
Fidelity Financial Trust
:
Fidelity Equity Income II Fund
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-79910
Fidelity Financial Trust
: Fidelity Retirement Growth Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended November 30, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
5,213,523 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
37,751,214 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
32,537,691 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
32,537,691
$
612,906,670
Redemptions:
(32,512,589)
$
(572,055,899)
Net Sales Pursuant to Rule 24f-2:
25,102
$
40,850,771
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $14,086.57
Fidelity Financial Trust
:
Fidelity Retirement Growth Fund
By John H. Costello
Assistant Treasurer
</PAGE>
January 19, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Financial Trust
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Financial Trust (the trust) is a Massachusetts business
trust initially created under the name Fidelity Tax Qualified
Equity Fund under a written Declaration of Trust dated October
20, 1982, executed and delivered in Boston, Massachusetts. The
trust's name was changed to Fidelity Freedom Fund by a vote of
the Board of Trustees on December 17, 1982, and a supplement
to the Declaration of Trust which was filed with the office of the
Secretary of the Commonwealth on February 9, 1983. A
supplement to the Declaration of Trust was executed on March
17, 1983 and filed with the office of the Secretary of the
Commonwealth on March 21, 1983. An amended and restated
Declaration of Trust became effective on November 1, 1986 and
was filed with the office of the Secretary of the Commonwealth
on October 30, 1986. The trust's name was changed to Fidelity
Financial Trust by a vote of the Board of Trustees on December
19, 1986, and a supplement to the Declaration of Trust which
was filed with the office of the Secretary of the Commonwealth
on January 16, 1987. An amendment to the amended and
restated Declaration of Trust containing minor corrections was
executed and filed with the office of the Secretary of the
Commonwealth on April 27, 1987. Within that document, the
trust's name was changed to Fidelity Freedom Fund. An
amendment to the restated and amended Declaration of Trust,
voted by shareholders on November 15, 1989, was executed and
filed on December 19, 1989 with the office of the Secretary of
the Commonwealth. The December 19, 1989 amendment
changed the trust's name back to Fidelity Financial Trust.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the trust shall be divided into separate and
distinct Series as the Trustees shall from time to time create and
establish. The number of Shares is unlimited and each Share is
without par value and shall be fully paid and nonassessable. The
Trustees shall have full power and authority, in their sole
discretion and without obtaining any prior authorization or vote
of the trust, to create and establish (and to change in any manner)
Shares with such preferences, voting powers, rights and
privileges as the Trustees may from time to time determine, to
divide or combine the Shares into a greater or lesser number, to
classify or reclassify any issued Shares into one or more Series of
Shares, to abolish any one or more Series of Shares and to take
such other action with respect to the Shares as the Trustees may
deem desirable.
Under Article III, Section 4, the Trustees shall accept
investments in the trust from such persons and on such terms as
they may from time to time authorize. Such investments may be
in the form of cash or securities in which the appropriate Series is
authorized to invest, valued as provided in Article X, Section 3.
After the date of the initial contribution of capital, the number of
Shares to represent the initial contribution may in the Trustees'
discretion be considered as outstanding and the amount received
by the Trustees on account of the contribution shall be treated as
an asset of the trust. Subsequent investments in the trust shall be
credited to each Shareholder's account in the form of full Shares
at the Net Asset Value per Share next determined after the
investment is received; provided, however, that the Trustees
may, in their sole discretion, (a) impose a sales charge upon
investments in the trust and (b) issue fractional Shares.
By a vote adopted on October 1, 1984, and amended on
December 14, 1984 and February 22, 1985, the Board of
Trustees authorized the issue and sale, from time to time, of an
unlimited number of shares of the beneficial interest of this trust
in accordance with the terms included in the funds' Prospectuses
and Statements of Additional Information and subject to the
limitations of the Declaration of Trust and any amendments
thereto.
I understand that from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the trust has registered an
indefinite number of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the trust is about to file with the
Securities and Exchange Commission a notice making definite the
registration of 288,909,093 shares of the trust (the Shares) sold in
reliance upon Rule 24f-2 during the fiscal year ended November
30, 1993.
I am of the opinion that all necessary trust action precedent to the
issue of Shares has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and nonassessable
except as described in the Statements of Additional Information
under the heading "Shareholder and Trustee Liability." In
rendering this opinion, I rely on the representation by the trust
that it or its agents received consideration for the Shares in
accordance with the Trust Instrument or Declaration of Trust,
respectively, for the relevant periods. I express no opinion as to
compliance with the Securities Act of 1933, the Investment
Company Act of 1940, or applicable state "Blue Sky" or
securities laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities
and Exchange Commission in connection with a Rule 24f-2
Notice which you are about to file under the 1940 Act with said
Commission.
Very truly yours,
/c/Arthur S. Loring
Arthur S. Loring, Esq.
Vice President - Legal
Mr. Costello
Fidelity Financial Trust
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