<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Financial Trust
(Name of Registrant)
File No. 2-79910
</PAGE>
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form Before preparing Form.
Please print or type.
1.
Name and address of issuer: Fidelity Financial Trust
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Fidelity Convertible Securities Fund
3.
Investment Company Act File Number: 811-3587
Securities Act File Number: 2-79910
4.
Last day of fiscal year for which this notice is filed: November 30, 1995
5.
Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
[ ]
6.
Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
Number of Shares: 0
Aggregate Price: 0
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 7,808,326
Aggregate Price: 134,771,706
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 28,547,781
Aggregate Price: 469,328,727
<PAGE>
10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 26,902,589
Aggregate Price: 441,400,415
11.
Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
12.
Calculation of registration fee:
(i)
Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): 441,400,415
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (441,400,415)
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v)
Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 0
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/5000
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 0
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60
days after the close of the issuer's fiscal year. See Instruction
C.3.
13.
Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
December 22, 1995
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* John H. Costello
Assistant Treasurer
Date December 27, 1995
* Please print the name and title of the signing officer below the
signature.
</PAGE>
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form Before preparing Form.
Please print or type.
1.
Name and address of issuer: Fidelity Financial Trust
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Fidelity Equity Income II Fund
3.
Investment Company Act File Number: 811-3587
Securities Act File Number: 2-79910
4.
Last day of fiscal year for which this notice is filed: November 30, 1995
5.
Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
[ ]
6.
Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
Number of Shares: 0
Aggregate Price: 0
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 261,311,120
Aggregate Price: 5,052,772,091
<PAGE>
10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 261,311,120
Aggregate Price: 5,052,772,091
11.
Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
12.
Calculation of registration fee:
(i)
Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): 5,052,772,091
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (2,640,769,162)
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v)
Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 2,412,002,929
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/5000
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 482,400.59
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60
days after the close of the issuer's fiscal year. See Instruction
C.3.
13.
Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
December 22, 1995
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* John H. Costello
Assistant Treasurer
Date December 27, 1995
* Please print the name and title of the signing officer below the
signature.
</PAGE>
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form Before preparing Form.
Please print or type.
1.
Name and address of issuer: Fidelity Financial Trust
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Fidelity Retirement Growth Fund
3.
Investment Company Act File Number: 811-3587
Securities Act File Number: 2-79910
4.
Last day of fiscal year for which this notice is filed: November 30, 1995
5.
Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
[ ]
6.
Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
Number of Shares: 0
Aggregate Price: 0
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 66,522,434
Aggregate Price: 1,134,423,019
<PAGE>
10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 66,522,434
Aggregate Price: 1,134,423,019
11.
Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
12.
Calculation of registration fee:
(i)
Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): 1,134,423,019
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (682,349,959)
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v)
Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 452,073,060
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/5000
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 90,414.61
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60
days after the close of the issuer's fiscal year. See Instruction
C.3.
13.
Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
December 22, 1995
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* John H. Costello
Assistant Treasurer
Date December 27, 1995
* Please print the name and title of the signing officer below the
signature.
</PAGE>
December 22, 1995
Mr. John Costello, Assistant Treasurer
Fidelity Financial Trust (the trust):
Fidelity Convertible Securities Fund
Fidelity Equity-Income II Fund
Fidelity Retirement Growth Fund (the funds)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Financial Trust is a Massachusetts business trust created initially
under the name of Fidelity Tax-Qualified Equity Fund on October 20, 1982.
On December 17, 1982, the Declaration of Trust was amended to change the
name of the trust to Fidelity Freedom Fund. A supplement to the Declaration
of Trust dated March 17, 1983 was delivered on March 21, 1983. An Amended
and Restated Declaration of Trust dated November 1, 1986 was delivered on
October 30, 1986. Supplements to the Declaration of Trust were executed
on January 16, 1987, April 27, 1987 and December 19, 1989 and filed on
January 16, 1987, April 27, 1987 and December 19, 1989, respectively. An
Amended and Restated Declaration of Trust dated January 27, 1995 was
delivered on February 14, 1995.
I have conducted such legal and factual inquiry as I have deemed necessary
for the purpose of rendering this opinion.Capitalized terms used herein,
and not otherwise herein defined, are used as defined in the Declaration
of Trust.
Under Article III, Section 1, of the Declaration of Trust, the beneficial
interest in the trust shall be divided into such transferable Shares of one
or more separate and distinct Series as the trustees shall from time to
time create and establish. The number of Shares is unlimited and each
Share shall be without par value and shall befully paid and non assessable.
The trustees shall have full power and authority, in their sole discretion
and without obtaining any prior authorization or vote of the Shareholders
of the trust to create and establish (and to change in any manner)
Shares with such preferences, voting powers, rights, and privileges as the
trusteesmay 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 of the trust 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 March 1, 1974, and amended on February 22, 1985, the
Board of Trustees authorized the issue and sale, from time to time, of an
unlimited number ofshares of beneficial interest of the trust in accordance
with the terms included in the current Registration Statement and subject
to the limitations of the Declaration of Trust and any amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, the trust has registered an indefinite amount 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 intends
to file with the Securities and Exchange Commission a Notice making definite
the registration of 354,736,143 shares of the trust (the "Shares") sold in
reliance upon Rule 24f-2 during the fiscal year ended November 30, 1995.
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 non assessable, except as described
in the fund's 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 agent received consideration
for the Shares in accordance with the Declaration of Trust and 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.
Sincerely,
/s/Judith R. Hogan
Judith R. Hogan
Associate General Council- Legal
