Contract Language Template

ADVISORY AND SERVICE CONTRACT

EXHIBIT 1

The language to be added to the current Contract is underlined; the language to be deleted is set forth in brackets [ __ ].

MANAGEMENT CONTRACT

between

FIDELITY MAGELLAN FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

Modification made this day of , by and between Fidelity Magellan Fund (the "Fund") and Fidelity Management & Research Company (the "Adviser").

Required authorizations and approvals by shareholders and Trustees having been obtained, Fidelity Magellan Fund, on behalf of its single existing series of shares of beneficial interest (hereinafter called the "Portfolio"), and Fidelity Management & Research Company hereby consent, pursuant to Paragraph 7 of the existing Advisory and Service Contract dated October 2, 1984, to a modification of said Contract in the manner set forth below.

1. Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time, and such other limitations as the Portfolio may impose by notice in writing to the Adviser.

2. Relationship with the Adviser. It is understood that Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3. Advisory and Service Management Fee. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder.

(a) Basic Fee Rate

The annual basic fee rate shall be the sum of the Group fee rate and the individual fee rate calculated to the nearest millionth as follows:

Group Fee Rate Schedule

(ii) Individual Fund Fee Rate. The individual fund fee rate shall be .

(c) Performance Adjustment Rate

The performance adjustment rate will be determined on the basis of the Portfolio's investment performance.

4. Expenses Payable by the Fund. It is understood that the Portfolio will pay all its expenses other than those expressly stated to be payable by the Adviser hereunder.

5. Limitation of Adviser's Liability. The services of the Adviser to the Portfolio are not to be deemed exclusive, provided that such other services and activities do not interfere, in a material manner, with the Adviser's ability to meet its obligations hereunder.

6. Duration and Termination. Subject to prior termination, this Contract shall continue in force until July 31, 1987 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

7. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund's Declaration of Trust and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets.

IN WITNESS WHEREOF the parties have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized.

EXHIBIT 2

General Description of Options

The following is a general description of options, futures contracts and similar instruments, as well as a general discussion of investment strategies, techniques and risks involved in their use.

Options are short-term contracts conveying the right or the obligation to buy or sell a specified underlying instrument at a fixed price.

The option buyer is the party that obtains the rights conveyed by the option.

The option writer, or seller, takes the other side of the contract, and is obligated to complete the purchase or sale if the option buyer decides to exercise the option.

The expiration date of an option is the last day on which the option buyer can decide to exercise the option.

The option premium is the amount that the option buyer pays for the rights conveyed by the option.

Most options are traded on exchanges in much the same way as stocks. Exchange-traded options are standardized as to underlying instrument, exercise price and expiration date.

General Description of Futures Contracts

Futures contracts, like options, are contracts involving a purchase or sale of an underlying instrument at a future date.

Potential Uses of Options and Futures Contracts

Options and futures contracts may be used in a variety of strategies designed to hedge against anticipated declines in the stock or bond market, increase current income, lock in prices for securities that the Fund may want to purchase or sell, or seek capital appreciation.

Additional Risks of Options and Futures Strategies

General. Options and futures contracts have different characteristics from other investments, both in terms of the instruments themselves and in terms of how the instruments are traded.