<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, 1994
(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
32,841,357 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
32,841,357 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
32,841,357
$
529,405,839
Redemptions See Note (2) :
(32,841,357)
$
(529,405,839)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended November 30, 1994
, aggregated
41,370,344
and $663,887,545
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</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: $0
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, 1994
(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
255,447,027 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
255,447,027 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
255,447,027
$
4,818,747,285
Redemptions:
(118,388,224)
$
(2,220,686,290)
Net Sales Pursuant to Rule 24f-2:
137,058,803
$
2,598,060,995
</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: $895,889.37
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, 1994
(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
46,345,216 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
46,345,216 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
46,345,216
$
800,429,005
Redemptions:
(26,386,316)
$
(438,259,346)
Net Sales Pursuant to Rule 24f-2:
19,958,900
$
362,169,659
</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: $124,886.96
Fidelity Financial Trust
:
Fidelity Retirement Growth Fund
By John H. Costello
Assistant Treasurer
</PAGE>
January 13, 1995
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 334,633,600 shares of the trust (the Shares) sold in
reliance upon Rule 24f-2 during the fiscal year ended November 30,
1994.
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,
Arthur S. Loring, Esq.
Vice President - Legal
