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Fidelity Magellan Fund – ‘N-30D’ for 9/30/99

On:  Monday, 11/22/99   ·   For:  9/30/99   ·   Accession #:  275309-99-11   ·   File #:  811-01193

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/22/99  Fidelity Magellan Fund            N-30D       9/30/99    1:74K                                    Fidelity Capital Trust

Annual or Semi-Annual Report Mailed to Shareholders   —   Rule 30d-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-30D       Annual or Semi-Annual Report Mailed to                56±   175K 
                          Shareholders                                           


Document Table of Contents

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11st Page   -   Filing Submission
"Income Tax Information
"Financial Statements


FIDELITY(REGISTERED TRADEMARK) MAGELLAN(REGISTERED TRADEMARK) FUND SEMIANNUAL REPORT SEPTEMBER 30, 1999 (2_FIDELITY_LOGOS)(registered trademark) CONTENTS PRESIDENT'S MESSAGE 3 Ned Johnson on investing strategies. PERFORMANCE 4 How the fund has done over time. FUND TALK 6 The manager's review of fund performance, strategy and outlook. INVESTMENT CHANGES 10 A summary of major shifts in the fund's investments over the past six months. INVESTMENTS 11 A complete list of the fund's investments with their market values. FINANCIAL STATEMENTS 26 Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights. NOTES 30 Notes to the financial statements. REPORT OF INDEPENDENT 36 The auditors' opinion. ACCOUNTANTS Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation. Other third party marks appearing herein are the property of their respective owners. All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company. (recycle logo) This report is printed on recycled paper using soy-based inks. 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. MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK. FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES, CALL 1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY. PRESIDENT'S MESSAGE (photo_of_Edward_C_Johnson_3d) DEAR SHAREHOLDER: September proved troublesome for the equity markets, as the Dow Jones Industrial Average shed nearly 1,000 points from its record high set about a month earlier. Jitters over an exceedingly strong economy and the direction of short-term interest rates were the primary causes of the Dow's struggle. Benefiting in part from a mild flight to safety, prices of the benchmark 30-year Treasury bond were modestly higher for the month. While it's impossible to predict the future direction of the markets with any degree of certainty, there are certain basic principles that can help investors plan for their future needs. First, investors are encouraged to take a long-term view of their portfolios. If you can afford to leave your money invested through the inevitable up and down cycles of the financial markets, you will greatly reduce your vulnerability to any single decline. We know from experience, for example, that stock prices have gone up over longer periods of time, have significantly outperformed other types of investments and have stayed ahead of inflation. Second, you can further manage your investing risk through diversification. A stock mutual fund, for instance, is already diversified, because it invests in many different companies. You can increase your diversification further by investing in a number of different stock funds, or in such other investment categories as bonds. If you have a short investment time horizon, you might want to consider moving some of your investment into a money market fund, which seeks income and a stable share price by investing in high-quality, short-term investments. Of course, it's important to remember that an investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in these types of funds. Finally, no matter what your time horizon or portfolio diversity, it makes good sense to follow a regular investment plan, investing a certain amount of money in a fund at the same time each month or quarter and periodically reviewing your overall portfolio. By doing so, you won't get caught up in the excitement of a rapidly rising market, nor will you buy all your shares at market highs. While this strategy - known as dollar cost averaging - won't assure a profit or protect you from a loss in a declining market, it should help you lower the average cost of your purchases. Of course, you should consider your financial ability to continue your purchases through periods of low price levels before undertaking such a strategy. If you have questions, please call us at 1-800-544-8888, or visit our web site at www.fidelity.com. We are available 24 hours a day, seven days a week to provide you the information you need to make the investments that are right for you. Best regards, Edward C. Johnson 3d 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. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). CUMULATIVE TOTAL RETURNS [Enlarge/Download Table] PERIODS ENDED SEPTEMBER 30, PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS 1999 FIDELITY MAGELLAN -0.40% 36.08% 173.99% 383.20% FIDELITY MAGELLAN (INCL. -3.39% 32.00% 165.77% 368.70% 3.00% SALES CHARGE) S&P 500 (registered trademark) 0.37% 27.80% 205.60% 373.44% Growth Funds Average 1.45% 30.34% 153.87% 294.93% CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Standard & Poor's(registered trademark) 500 Index - a market capitalization-weighted index of common stocks. To measure how the fund's performance stacked up against its peers, you can compare it to the growth funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 1,232 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created new comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page 5 of this report.* AVERAGE ANNUAL TOTAL RETURNS PERIODS ENDED SEPTEMBER 30, PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS 1999 FIDELITY MAGELLAN 36.08% 22.33% 17.06% FIDELITY MAGELLAN (INCL. 32.00% 21.59% 16.71% 3.00% SALES CHARGE) S&P 500 27.80% 25.03% 16.82% Growth Funds Average 30.34% 20.00% 14.35% AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. (Note: Lipper calculates average annual total returns by annualizing each fund's total return, then taking an arithmetic average. This may produce a different figure than that obtained by averaging the cumulative total returns and annualizing the result.) $10,000 OVER 10 YEARS Magellan S&P 500 00021 SP001 1989/09/30 9700.00 10000.00 1989/10/31 9395.42 9768.00 1989/11/30 9549.96 9967.27 1989/12/31 9609.71 10206.48 1990/01/31 8989.94 9521.63 1990/02/28 9174.59 9644.46 1990/03/31 9409.01 9900.03 1990/04/30 9171.37 9652.53 1990/05/31 9987.10 10593.65 1990/06/30 10030.51 10521.62 1990/07/31 9916.98 10487.95 1990/08/31 8945.32 9539.84 1990/09/30 8377.68 9075.25 1990/10/31 8274.17 9036.22 1990/11/30 8900.24 9619.96 1990/12/31 9176.45 9888.36 1991/01/31 9817.93 10319.49 1991/02/28 10670.40 11057.34 1991/03/31 11032.83 11324.93 1991/04/30 11073.67 11352.11 1991/05/31 11705.08 11842.52 1991/06/30 11017.27 11300.13 1991/07/31 11701.57 11826.72 1991/08/31 12061.27 12107.01 1991/09/30 12015.65 11904.82 1991/10/31 12177.08 12064.35 1991/11/30 11575.24 11578.15 1991/12/31 12941.39 12902.69 1992/01/31 12947.05 12662.70 1992/02/29 13209.24 12827.32 1992/03/31 12850.85 12577.19 1992/04/30 13041.36 12946.96 1992/05/31 13166.31 13010.40 1992/06/30 12934.41 12816.54 1992/07/31 13297.39 13340.74 1992/08/31 13009.02 13067.25 1992/09/30 13158.25 13221.45 1992/10/31 13251.01 13267.72 1992/11/30 13585.76 13720.15 1992/12/31 13849.18 13888.91 1993/01/31 14214.03 14005.57 1993/02/28 14510.75 14196.05 1993/03/31 15042.65 14495.59 1993/04/30 15189.91 14144.79 1993/05/31 15788.62 14523.87 1993/06/30 16008.80 14565.99 1993/07/31 16185.40 14507.73 1993/08/31 17137.21 15057.57 1993/09/30 17322.99 14941.63 1993/10/31 17334.45 15250.92 1993/11/30 16763.37 15106.04 1993/12/31 17264.05 15288.82 1994/01/31 17946.32 15808.64 1994/02/28 17814.74 15380.23 1994/03/31 16988.70 14709.65 1994/04/30 17159.27 14897.93 1994/05/31 16961.59 15142.26 1994/06/30 16225.68 14771.27 1994/07/31 16768.73 15255.77 1994/08/31 17563.01 15881.26 1994/09/30 17106.24 15492.17 1994/10/31 17684.82 15840.74 1994/11/30 16715.44 15263.82 1994/12/31 16951.44 15490.18 1995/01/31 16778.88 15891.84 1995/02/28 17720.35 16511.15 1995/03/31 18382.67 16998.39 1995/04/30 19237.86 17498.99 1995/05/31 19775.66 18198.43 1995/06/30 21281.97 18621.18 1995/07/31 22915.71 19238.66 1995/08/31 23114.51 19286.95 1995/09/30 23537.60 20100.85 1995/10/31 22936.10 20029.09 1995/11/30 23445.84 20908.37 1995/12/31 23193.54 21311.07 1996/01/31 23528.03 22036.50 1996/02/29 23374.27 22240.77 1996/03/31 23608.96 22454.95 1996/04/30 23760.02 22785.94 1996/05/31 23867.41 23373.59 1996/06/30 23845.09 23462.64 1996/07/31 22735.72 22426.06 1996/08/31 23309.54 22899.03 1996/09/30 24243.58 24187.79 1996/10/31 24817.39 24854.88 1996/11/30 26424.06 26733.66 1996/12/31 25904.10 26204.07 1997/01/31 27041.11 27841.30 1997/02/28 26678.17 28059.58 1997/03/31 25759.56 26906.61 1997/04/30 26909.42 28512.93 1997/05/31 28829.13 30248.80 1997/06/30 30022.79 31603.95 1997/07/31 32542.00 34118.67 1997/08/31 31094.44 32207.35 1997/09/30 32924.50 33971.34 1997/10/31 31803.38 32836.70 1997/11/30 32423.29 34356.71 1997/12/31 32792.40 34946.61 1998/01/31 33146.93 35333.12 1998/02/28 35659.62 37881.35 1998/03/31 37456.37 39821.25 1998/04/30 37886.63 40221.85 1998/05/31 37138.01 39530.44 1998/06/30 38720.30 41136.17 1998/07/31 38430.69 40698.07 1998/08/31 32479.42 34813.94 1998/09/30 34443.16 37044.12 1998/10/31 37095.63 40057.29 1998/11/30 39974.13 42485.16 1998/12/31 43819.21 44933.16 1999/01/31 46118.61 46812.26 1999/02/28 44646.12 45357.34 1999/03/31 47057.95 47172.08 1999/04/30 48182.27 48999.06 1999/05/31 46797.09 47842.19 1999/06/30 49846.98 50497.43 1999/07/31 48168.39 48920.90 1999/08/31 47573.00 48678.74 1999/09/30 46870.07 47344.46 IMATRL PRASUN SHR__CHT 19990930 19991011 100131 R00000000000123 $10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was invested in Fidelity Magellan Fund on September 30, 1989, and the current 3.00% sales charge was paid. As the chart shows, by September 30, 1999, the value of the investment would have grown to $46,870 - a 368.70% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $47,344 - a 373.44% increase. (checkmark) 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 long-term growth and short-term volatility. 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. * THE LIPPER LARGE CAP GROWTH FUNDS AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO CHARACTERISTICS AND CAPITALIZATION. THE LIPPER LARGE CAP SUPERGROUP AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR CAPITALIZATION. AS OF SEPTEMBER 30, 1999, THE ONE YEAR, FIVE YEAR, AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS FOR THE LARGE CAP GROWTH FUNDS AVERAGE ARE 37.86%, 197.21%, 376.96%, AND 37.86%, 24.02%, 16.69%, RESPECTIVELY; AND THE ONE YEAR, FIVE YEAR AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS FOR THE LARGE CAP SUPERGROUP AVERAGE ARE 29.43%, 174.72%, 320.78%, AND 29.43%, 22.17%, 15.24%, RESPECTIVELY. FUND TALK: THE MANAGER'S OVERVIEW MARKET RECAP Concerns over rising interest rates and unusually high stock valuations tempered many positive earnings stories, limiting market advances during the six-month period that ended September 30, 1999. The Standard & Poor's 500 Index - a broad measure of U.S. stock market performance - managed a mere 0.37% return during this time. Equity investors were caught in a whirlwind of conflicting economic data, which kept them on uncertain footing for much of the period. The early spring bore a powerful, yet short-lived shift in market sentiment as investors rotated away from some of the larger-cap growth names to economically sensitive cyclical and value-oriented stocks. The subsequent broadening of the market was reflected in the rebound in small-cap stocks - shown by the Russell 2000(registered trademark) Index - which returned 8.25% for the six-month period, handily outpacing the larger-cap-oriented S&P 500. The Federal Reserve Board, determined to keep inflation in check, acted promptly and forcefully, levying two quarter-point interest-rate hikes in the summer to rein in signs of runaway growth in the economy. Technology stocks - as measured by NASDAQ - returned 11.73% for the six-month period, fueled by a spirited rally in the summer that was driven in large part by the explosive growth of the Internet. Cautionary Fed comments and the release of inflationary data greeted the market once again late in the period, re-igniting fears of further interest-rate activity later in the year, and pushing most major markets lower. (Photograph of Robert Stansky) An interview with Robert Stansky, Portfolio Manager of Fidelity Magellan Fund Q. BOB, HOW DID THE FUND PERFORM? A. The six-month period that ended September 30, 1999, was essentially flat in terms of performance. During the period, Magellan had a total return of -0.40%. That trailed the Lipper growth funds average, which returned 1.45% during the same period, and slightly lagged the fund's benchmark index, the Standard & Poor's 500 Index, which returned 0.37%. It was a solid past 12 months for the fund, but interestingly the majority of those gains occurred in the fourth quarter of 1998 and first quarter of 1999. For the 12-month period that ended September 30, 1999, the fund beat both of its benchmarks, returning 36.08%, compared to a 30.34% return for the growth funds average and a 27.80% return for the S&P 500. Q. WHAT ACCOUNTED FOR THE FUND'S PERFORMANCE SINCE THE END OF MARCH? A. Broadly speaking, concerns about the strength of future corporate earnings and rising interest rates slowed the stock market's advance in recent months. That was particularly true for large-capitalization stocks, whose valuations - or stock prices relative to earnings - had risen sharply in 1998 and early 1999. During the past six months, large-cap stocks underperformed small- and mid-cap stocks, which held the fund back somewhat relative to its peers that were more heavily invested in smaller stocks. The notable exception to this trend was large-cap technology stocks, which plowed ahead and posted strong gains. In fact, technology was the only major industry group in the S&P 500 that finished in positive territory during the third quarter. Q. IN THE PREVIOUS SHAREHOLDER REPORT DATED MARCH 31, 1999, YOU STATED THAT YOU HAD REDUCED THE FUND'S TECHNOLOGY STAKE. WHAT WAS THE IMPACT OF THAT STRATEGY OVER THE PAST SIX MONTHS? A. I did reduce the fund's investments in technology during the first quarter of 1999 because I was concerned that valuations had risen very quickly in the prior months. As a result, the fund was slightly underweighted in technology relative to the broad market during the period. To the extent the fund held less in technology than the market and its peers, it generally gave up some ground to both. However, it's interesting to note that the valuations of many of these stocks simply continued to rise in recent months without a commensurate rise in earnings estimates. In other words, investors gravitated to those technology companies that had provided strong earnings historically, without much regard for how much they were paying for that earnings growth. As a result, there weren't as many buying opportunities in this area as I had hoped there would be during the period. That said, the fund's technology stake did rise slightly during the period, and was 22.1 percent of the fund's net assets on September 30. Technology stocks that had the largest positive impact on the fund's performance over the past six months are all connected in some way to the computer or telecommunications industries, the Internet, or all of the above, and included Texas Instruments, Cisco Systems, Oracle, IBM and Intel. Q. DURING THE SECOND QUARTER OF 1999, THE MARKET EXPERIENCED A SUDDEN SHIFT AWAY FROM GROWTH STOCKS - THOSE WITH FAST-GROWING EARNINGS - AND TOWARD CYCLICAL STOCKS - THOSE COMPANIES WHOSE BUSINESSES ARE CLOSELY TIED TO ECONOMIC CYCLES. HOW DID THIS SHIFT AFFECT THE FUND? A. Although the fund has wide latitude to invest in many different types of stocks, recently it has leaned toward growth stocks. It's important to note that the sharp rotation toward cyclicals occurred almost exclusively during the month of April. As a result, the fund underperformed the S&P 500 that month before making up ground later in the period as growth stocks came back into favor. Within that backdrop, there were pockets of the fund that benefited from the market rotation. Several stocks in the industrial machinery sector - which represented more than 7% of the fund's investments at the end of September - were strong performers. Two standouts in this sector actually are very diversified companies, but have core manufacturing businesses. General Electric, the fund's largest holding, posted significant gains. Its 1999 earnings through the end of the third quarter were up 15% over the same period in 1998. And Tyco International, another of the fund's top 10 holdings, also contributed significantly to the fund's performance over the past six months. The company successfully assembled a diverse mix of businesses - including fire protection systems, electronic security services and medical products - that together fueled substantial profit growth. Q. WHAT'S THE LATEST ON THE FINANCIAL AND HEALTH CARE SECTORS, WHICH WERE AMONG THE FUND'S LARGEST INDUSTRY HOLDINGS AT THE END OF THE PERIOD? A. Financial stocks have had a rough 1999, mainly due to rising interest rates, slower loan growth and credit concerns. However, the good news for fund shareholders is that the fund was underweighted in this sector relative to the S&P 500 during the period. In addition, I was able to sidestep some of the poorest performing financial stocks and focus investments in those companies that I thought could best weather a rising-rate environment. These included Citigroup and American International Group. Similarly, I underweighted the health care sector relative to the broad market due to concerns about high valuations. That benefited the fund during the second quarter, as these stocks corrected sharply. Nonetheless, the stocks of a number of large pharmaceutical companies such as Merck, American Home Products, Eli Lilly and Schering-Plough detracted from the fund's performance overall during the period. Q. BOB, WHAT'S YOUR VIEW AS WE MOVE INTO THE NEXT SIX MONTHS? A. Even though the market hasn't moved much on the whole over the past six months, valuations in certain areas - particularly technology - are still quite high historically. If investors decide these valuations are not justified given future earnings outlooks, there could be some volatility ahead. In addition, the next six months will bring us into the Year 2000 and the much discussed issues surrounding Y2K. Although I'm not one of those who subscribes to a scenario with long-term negative impact, it's difficult to predict with a strong degree of conviction exactly what the short-term effects will be. We should learn more over the last few months of the year as companies discuss in greater detail future earnings prospects. I'll be monitoring the situation closely, as the uncertainty surrounding these issues has the potential to cause some market volatility in the short term. That said, I'm still optimistic that key areas in which the fund invests - including technology, finance and health care - will have above average growth over the long term. As always, I'll be focused on those companies that I believe will grow earnings faster than the market overall, and whose stocks are selling at reasonable valuations. THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER AND DO NOT NECESSARILY REPRESENT THE VIEWS OF FIDELITY OR ANY OTHER PERSON IN THE FIDELITY ORGANIZATION. ANY SUCH VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED UPON MARKET OR OTHER CONDITIONS AND FIDELITY DISCLAIMS ANY RESPONSIBILITY TO UPDATE SUCH VIEWS. THESE VIEWS MAY NOT BE RELIED ON AS INVESTMENT ADVICE AND, BECAUSE INVESTMENT DECISIONS FOR A FIDELITY FUND ARE BASED ON NUMEROUS FACTORS, MAY NOT BE RELIED ON AS AN INDICATION OF TRADING INTENT ON BEHALF OF ANY FIDELITY FUND. (checkmark) FUND FACTS GOAL: seeks capital appreciation by investing primarily in common stocks of domestic, foreign and multinational issuers FUND NUMBER: 021 TRADING SYMBOL: FMAGX START DATE: May 2, 1963 SIZE: as of September 30, 1999, more than $92 billion MANAGER: Robert Stansky, since 1996; manager, Fidelity Growth Company Fund and Fidelity Advisor Equity Growth Fund, 1987-1996; Fidelity Emerging Growth Fund 1990-1991; Fidelity Select Defense & Aerospace Portfolio 1984-1985; joined Fidelity in 1983 BOB STANSKY ON THE FUND'S SIZE: "Magellan shareholders recently may have seen media coverage when the fund surpassed $100 billion in net assets back in July, and wondered what it all meant. The milestone was viewed and analyzed from a number of different angles in numerous stories. But when it gets right down to it, the $100 billion figure was merely a snapshot of the fund's size at a particular moment in time - no more, no less. Assets go up and down every day when the stocks held by the portfolio change in price and every time a shareholder puts money into the fund or takes money out of the fund. In fact, in the months since, the fund's assets have fallen below $100 billion, as the stock market dropped off a bit in the third quarter. "The fund's size is not something I spend time thinking about. As shareholders know, I spend my day analyzing companies and trying to figure out which ones are the best investment opportunities for the fund. That said, hitting the $100 billion mark did give me reason to pause in one respect. It served as a good time to acknowledge those portfolio managers and analysts who came before me and helped fuel the fund's growth with excellent long-term performance. It's exciting to be a part of that legacy." INVESTMENT CHANGES [Download Table] TOP TEN STOCKS AS OF SEPTEMBER 30, 1999 % OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6 MONTHS AGO General Electric Co. 4.7 4.2 Microsoft Corp. 4.6 4.1 Home Depot, Inc. 2.6 2.2 Citigroup, Inc. 2.1 1.7 Cisco Systems, Inc. 2.0 2.1 Tyco International Ltd. 1.9 1.2 MCI WorldCom, Inc. 1.7 2.4 Lucent Technologies, Inc. 1.7 0.9 Wal-Mart Stores, Inc. 1.6 1.7 Merck & Co., Inc. 1.6 2.0 24.5 22.5 TOP FIVE MARKET SECTORS AS OF SEPTEMBER 30, 1999 % OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6 MONTHS AGO TECHNOLOGY 22.1 20.8 FINANCE 12.1 12.9 RETAIL & WHOLESALE 9.4 10.0 HEALTH 9.2 10.3 INDUSTRIAL MACHINERY & 7.8 6.5 EQUIPMENT [Download Table] ASSET ALLOCATION (% OF FUND'S NET ASSETS) AS OF SEPTEMBER 30, 1999 * AS OF MARCH 31, 1999 ** Stocks 92.4% Stocks 93.4% Short-Term Investments and Short-Term Investments and Net Other Assets 7.6% Net Other Assets 6.6% * FOREIGN INVESTMENTS 4.1% ** FOREIGN INVESTMENTS 4.2% Row: 1, Col: 1, Value: 92.40000000000001 Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 8, Value: 7.6 Row: 1, Col: 1, Value: 93.40000000000001 Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 4, Value: 0.1 Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 8, Value: 6.5 PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS. INVESTMENTS SEPTEMBER 30, 1999 Showing Percentage of Net Assets [Download Table] COMMON STOCKS - 92.4% SHARES VALUE (NOTE 1) (000S) AEROSPACE & DEFENSE - 1.2% AEROSPACE & DEFENSE - 1.0% AlliedSignal, Inc. 6,700,000 $ 401,581 Boeing Co. 2,908,600 123,979 Textron, Inc. 1,511,400 116,945 United Technologies Corp. 4,431,600 262,849 905,354 DEFENSE ELECTRONICS - 0.1% Raytheon Co.: Class A 549,000 26,627 Class B 1,177,080 58,413 85,040 SHIP BUILDING & REPAIR - 0.1% General Dynamics Corp. 1,841,800 114,997 TOTAL AEROSPACE & DEFENSE 1,105,391 BASIC INDUSTRIES - 0.8% CHEMICALS & PLASTICS - 0.4% E.I. du Pont de Nemours and 4,110,575 250,231 Co. Monsanto Co. 3,582,800 127,861 Trivest 1992 Special Fund 26.6 (d) 3,048 Ltd. 381,140 IRON & STEEL - 0.1% Nucor Corp. 2,492,400 118,701 METALS & MINING - 0.2% Alcoa, Inc. 3,140,000 194,876 PACKAGING & CONTAINERS - 0.0% Owens-Illinois, Inc. (a) 742,700 14,715 PAPER & FOREST PRODUCTS - 0.1% Louisiana-Pacific Corp. 1,932,600 30,197 TOTAL BASIC INDUSTRIES 739,629 CONSTRUCTION & REAL ESTATE - 1.2% BUILDING MATERIALS - 0.8% Lafarge Corp. (c) 4,455,544 143,134 Masco Corp. 8,565,200 265,521 Owens Corning 1,729,100 37,500 COMMON STOCKS - CONTINUED SHARES VALUE (NOTE 1) (000S) CONSTRUCTION & REAL ESTATE - CONTINUED BUILDING MATERIALS - CONTINUED Sherwin-Williams Co. 3,303,400 $ 69,165 Southdown, Inc. 1,130,892 60,503 USG Corp. 2,363,000 112,243 688,066 CONSTRUCTION - 0.1% Centex Corp. 1,150,000 33,997 Oakwood Homes Corp. (c) 3,560,000 16,020 Pulte Corp. (c) 2,800,000 60,900 110,917 REAL ESTATE INVESTMENT TRUSTS - 0.3% Boston Properties, Inc. 526,000 16,142 Crescent Real Estate Equities 1,370,300 24,665 Co. Equity Office Properties Trust 1,986,400 46,184 Equity Residential Properties 1,271,500 53,880 Trust (SBI) Host Marriott Corp. (c) 11,500,000 109,250 Public Storage, Inc. 1,136,300 28,621 278,742 TOTAL CONSTRUCTION & REAL 1,077,725 ESTATE DURABLES - 2.5% AUTOS, TIRES, & ACCESSORIES - 1.4% AutoNation, Inc. (a) 11,379,927 142,960 AutoZone, Inc. (a) 2,835,800 79,580 Danaher Corp. 2,456,349 129,419 Delphi Automotive Systems 4,652,651 74,733 Corp. Ford Motor Co. 12,573,100 631,012 General Motors Corp. 3,347,600 210,690 Pep Boys-Manny, Moe & Jack 1,255,000 18,668 1,287,062 CONSUMER DURABLES - 0.2% Minnesota Mining & 2,409,100 231,424 Manufacturing Co. CONSUMER ELECTRONICS - 0.2% Black & Decker Corp. 3,958,500 180,854 Maytag Corp. 400,000 13,325 Whirlpool Corp. 211,000 13,781 207,960 COMMON STOCKS - CONTINUED SHARES VALUE (NOTE 1) (000S) DURABLES - CONTINUED HOME FURNISHINGS - 0.3% Leggett & Platt, Inc. (c) 12,316,700 $ 242,485 Newell Rubbermaid, Inc. 300,000 8,569 251,054 TEXTILES & APPAREL - 0.4% Liz Claiborne, Inc. 2,547,800 78,982 NIKE, Inc. Class B 3,398,500 193,290 Polo Ralph Lauren Corp. Class 2,333,700 41,861 A (a)(c) Tommy Hilfiger (a) 300,000 8,456 Warnaco Group, Inc. Class A 800,000 14,600 337,189 TOTAL DURABLES 2,314,689 ENERGY - 6.7% ENERGY SERVICES - 0.9% Baker Hughes, Inc. 2,500,000 72,500 Halliburton Co. 6,799,600 278,784 Schlumberger Ltd. 7,346,300 457,766 809,050 OIL & GAS - 5.8% Anadarko Petroleum Corp. (c) 6,410,000 195,906 Apache Corp. 2,959,715 127,823 BP Amoco PLC 12,376,935 228,586 BP Amoco PLC sponsored ADR 3,184,421 352,874 Burlington Resources, Inc. 2,082,100 76,517 Canadian Natural Resources 2,702,600 63,326 Ltd. (a) Chevron Corp. 5,842,100 518,486 Coastal Corp. (The) 4,384,000 179,470 Conoco, Inc. Class B 8,242,088 225,627 Cooper Cameron Corp. (a) 1,671,500 63,099 Elf Aquitaine 660,000 120,945 Exxon Corp. 15,232,400 1,156,710 Mobil Corp. 6,831,700 688,294 Occidental Petroleum Corp. 8,571,400 198,214 Poco Petroleums Ltd. (a) 3,481,700 30,712 Renaissance Energy Ltd. (a) 1,325,000 18,953 Royal Dutch Petroleum Co. (NY 7,932,700 468,525 Registry Gilder 1.25) COMMON STOCKS - CONTINUED SHARES VALUE (NOTE 1) (000S) ENERGY - CONTINUED OIL & GAS - CONTINUED Shell Transport & Trading Co. 13,327,100 $ 101,064 PLC (Reg.) Texaco, Inc. 6,352,000 400,970 Total Fina SA Class B 932,000 118,248 USX-Marathon Group 550,000 16,088 5,350,437 TOTAL ENERGY 6,159,487 FINANCE - 12.1% BANKS - 3.9% Bank of America Corp. 13,202,754 735,228 Bank of New York Co., Inc. 1,254,400 41,944 Bank One Corp. 3,690,957 128,491 BankBoston Corp. 3,704,900 160,700 Chase Manhattan Corp. 14,876,200 1,121,294 Comerica, Inc. 1,921,000 97,251 First Union Corp. 1,421,773 50,562 Mellon Bank Corp. 300,000 10,125 Synovus Finanical Corp. 1,709,775 31,951 U.S. Bancorp 6,811,600 205,625 Wells Fargo & Co. 24,455,000 969,029 3,552,200 CREDIT & OTHER FINANCE - 3.8% American Express Co. 3,551,500 478,121 Associates First Capital 14,030,774 505,108 Corp. Class A Citigroup, Inc. 44,434,833 1,955,133 Concord EFS, Inc. (a) 1,500,000 30,938 Fleet Financial Group, Inc. 4,922,000 180,268 Household International, Inc. 3,620,395 145,268 MBNA Corp. 1,500,000 34,219 NextCard, Inc. (a) 10,000 245 Providian Financial Corp. 2,327,750 184,329 3,513,629 FEDERAL SPONSORED CREDIT - 1.8% Fannie Mae 15,781,100 989,278 COMMON STOCKS - CONTINUED SHARES VALUE (NOTE 1) (000S) FINANCE - CONTINUED FEDERAL SPONSORED CREDIT - CONTINUED Freddie Mac 12,411,600 $ 645,403 SLM Holding Corp. 481,950 20,724 1,655,405 INSURANCE - 2.0% AFLAC, Inc. 4,454,800 186,545 Allstate Corp. 7,700,000 192,019 American International Group, 14,678,680 1,276,128 Inc. Hartford Financial Services 600,000 24,525 Group, Inc. Old Republic International 1,800,000 25,987 Corp. Reliastar Financial Corp. 1,674,463 55,676 UnumProvident Corp. 3,333,400 98,127 1,859,007 SAVINGS & LOANS - 0.1% Charter One Financial, Inc. 2,719,962 62,899 Washington Mutual, Inc. 1,000,000 29,250 92,149 SECURITIES INDUSTRY - 0.5% Goldman Sachs Group, Inc. 475,000 28,975 Morgan Stanley Dean Witter & 4,983,135 444,433 Co. Schwab (Charles) Corp. 700,000 23,581 496,989 TOTAL FINANCE 11,169,379 HEALTH - 9.2% DRUGS & PHARMACEUTICALS - 6.2% American Home Products Corp. 12,595,200 522,701 Biogen, Inc. (a) 810,000 63,838 Bristol-Myers Squibb Co. 15,666,900 1,057,516 Elan Corp. PLC sponsored ADR 3,802,000 127,605 (a) Eli Lilly & Co. 12,651,200 809,677 Merck & Co., Inc. 22,475,200 1,456,674 Pfizer, Inc. 6,309,200 226,737 Schering-Plough Corp. 20,487,700 893,776 Warner-Lambert Co. 8,034,100 533,263 XOMA Ltd. (a) (e) 3,030 7 5,691,794 COMMON STOCKS - CONTINUED SHARES VALUE (NOTE 1) (000S) HEALTH - CONTINUED MEDICAL EQUIPMENT & SUPPLIES - 2.5% Abbott Laboratories 13,046,500 $ 479,459 Baxter International, Inc. 300,000 18,075 Becton, Dickinson & Co. 2,546,200 71,453 Boston Scientific Corp. (a) 10,262,000 253,343 Cardinal Health, Inc. 6,536,330 356,230 Guidant Corp. 800,000 42,900 Johnson & Johnson 10,300,000 946,313 Medtronic, Inc. 4,418,000 156,839 U.S. Surgical Corp. rights 469 - 6/30/00 (a) 2,324,612 MEDICAL FACILITIES MANAGEMENT - 0.5% Express Scripts, Inc. Class A 1,000,000 78,250 (a) HEALTHSOUTH Corp. (a) 17,733,200 107,508 Tenet Healthcare Corp. (a) 1,192,195 20,938 United HealthCare Corp. 3,194,100 155,513 Wellpoint Health Networks, 1,000,000 57,000 Inc. (a) 419,209 TOTAL HEALTH 8,435,615 INDUSTRIAL MACHINERY & EQUIPMENT - 7.8% ELECTRICAL EQUIPMENT - 5.2% Emerson Electric Co. 5,482,400 346,419 Ericsson (L.M.) Telefon AB 800,000 25,000 sponsored ADR Class B General Electric Co. 36,233,100 4,295,871 Honeywell, Inc. 1,267,700 141,111 SLI, Inc. (a) 519,000 11,061 4,819,462 INDUSTRIAL MACHINERY & EQUIPMENT - 2.5% Case Corp. 3,589,000 178,777 Caterpillar, Inc. 250,000 13,703 Cooper Industries, Inc. 1,150,000 53,763 Deere & Co. 1,060,000 41,009 Illinois Tool Works, Inc. 3,560,000 265,443 Ingersoll-Rand Co. 902,850 49,600 Tyco International Ltd. 16,548,706 1,708,654 2,310,949 COMMON STOCKS - CONTINUED SHARES VALUE (NOTE 1) (000S) INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED POLLUTION CONTROL - 0.1% Republic Services, Inc. Class 2,500,000 $ 27,188 A (a) Waste Management, Inc. 827,000 15,920 43,108 TOTAL INDUSTRIAL MACHINERY & 7,173,519 EQUIPMENT MEDIA & LEISURE - 6.5% BROADCASTING - 3.7% CBS Corp. (a) 14,954,476 691,645 Clear Channel Communications, 8,749,680 698,881 Inc. (a) Comcast Corp. Class A 2,550,000 101,681 (special) Cox Communications, Inc. 2,589,400 108,107 Class A (a) Hispanic Broadcasting Corp. 663,800 50,532 (a) Infinity Broadcasting Corp. 3,161,500 92,671 Class A MediaOne Group, Inc. 3,950,000 269,834 Nielsen Media Research, Inc. 472,966 17,588 (a) Salem Communications Corp. 37,700 961 Class A (a) Time Warner, Inc. 20,403,455 1,239,510 UnitedGlobalCom, Inc. (a) 550,000 39,394 Univision Communications, 595,000 48,418 Inc. Class A (a) USA Networks, Inc. (a) 594,800 23,049 3,382,271 ENTERTAINMENT - 1.4% Alliance Gaming Corp. (a) (f) 5,072 32 Disney (Walt) Co. 10,657,000 275,750 Fox Entertainment Group, Inc. 1,988,000 41,997 Class A News Corp. Ltd. sponsored ADR 3,900,000 110,906 Park Place Entertainment 3,729,200 46,615 Corp. SFX Entertainment, Inc. Class 961,500 29,326 A (a) Viacom, Inc. Class B 18,408,800 777,772 (non-vtg.) (a) 1,282,398 LODGING & GAMING - 0.2% Extended Stay America, Inc. 5,859,603 52,736 (a)(c) Hilton Hotels Corp. 2,000,000 19,750 Marriott International, Inc. 855,000 27,948 Class A Starwood Hotels & Resorts 4,400,327 98,182 Worldwide, Inc. 198,616 COMMON STOCKS - CONTINUED SHARES VALUE (NOTE 1) (000S) MEDIA & LEISURE - CONTINUED PUBLISHING - 0.4% Gannet Co., Inc. 3,210,400 $ 222,120 Harcourt General, Inc. 848,900 35,335 McGraw-Hill Companies, Inc. 326,000 15,770 Times Mirror Co. Class A 697,300 45,891 Tribune Co. 1,546,200 76,923 396,039 RESTAURANTS - 0.8% McDonald's Corp. 14,394,800 618,976 Outback Steakhouse, Inc. (a) 300,000 7,641 Starbucks Corp. (a) 50,000 1,239 Tricon Global Restaurants, 1,700,000 69,594 Inc. (a) 697,450 TOTAL MEDIA & LEISURE 5,956,774 NONDURABLES - 3.6% BEVERAGES - 0.9% Anheuser-Busch Companies, 891,600 62,468 Inc. Coca-Cola Co. (The) 3,966,800 190,654 PepsiCo, Inc. 13,424,300 406,085 Seagram Co. Ltd. 3,800,000 172,904 832,111 FOODS - 0.1% Bestfoods 1,000,000 48,500 General Mills, Inc. 200,000 16,225 Kellogg Co. 200,000 7,488 Nabisco Group Holdings Corp. 500,000 7,500 79,713 HOUSEHOLD PRODUCTS - 1.6% Avon Products, Inc. 2,346,000 58,210 Clorox Co. 2,205,696 84,368 Gillette Co. 7,575,800 257,104 Procter & Gamble Co. 10,547,300 988,809 Unilever NV NY Shares 1,365,803 93,045 1,481,536 COMMON STOCKS - CONTINUED SHARES VALUE (NOTE 1) (000S) NONDURABLES - CONTINUED TOBACCO - 1.0% Philip Morris Companies, Inc. 27,770,200 $ 949,394 TOTAL NONDURABLES 3,342,754 RETAIL & WHOLESALE - 9.4% APPAREL STORES - 1.1% Abercrombie & Fitch Co. Class 1,000,000 34,063 A (a) Gap, Inc. 15,229,300 487,338 Limited, Inc. (The) 8,400,400 321,315 TJX Companies, Inc. 5,496,800 154,254 Too, Inc. (a) 1,200,081 21,526 1,018,496 DRUG STORES - 0.5% CVS Corp. 11,431,786 466,560 GENERAL MERCHANDISE STORES - 2.9% Consolidated Stores Corp. (a) 2,191,168 48,343 Costco Wholesale Corp. (a) 1,855,500 133,596 Dayton Hudson Corp. 13,794,300 828,520 Federated Department Stores, 4,015,700 175,436 Inc. (a) Neiman-Marcus Group, Inc. (a) 668,700 15,631 Wal-Mart Stores, Inc. 30,845,000 1,467,065 2,668,591 GROCERY STORES - 0.6% Kroger Co. (a) 3,810,000 84,058 Safeway, Inc. (a) 11,754,400 447,402 531,460 RETAIL & WHOLESALE, MISCELLANEOUS - 4.3% Bed Bath & Beyond, Inc. (a) 500,000 17,469 Best Buy Co., Inc. (a) 1,000,000 62,063 Circuit City Stores, Inc. - 640,000 27,000 Circuit City Group Home Depot, Inc. 35,004,850 2,402,208 Intimate Brands, Inc. Class A 1,144,815 44,576 Lowe's Companies, Inc. 14,247,000 694,541 Office Depot, Inc. (a) 12,166,600 123,947 Staples, Inc. (a) 19,300,000 420,981 COMMON STOCKS - CONTINUED SHARES VALUE (NOTE 1) (000S) RETAIL & WHOLESALE - CONTINUED RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED Tandy Corp. 2,445,200 $ 126,386 Williams-Sonoma, Inc. (a) 500,000 24,281 3,943,452 TOTAL RETAIL & WHOLESALE 8,628,559 SERVICES - 1.5% ADVERTISING - 1.0% DoubleClick, Inc. (a) 582,500 69,390 Omnicom Group, Inc. 7,951,576 629,665 Outdoor Systems, Inc. (a) 6,375,437 227,922 926,977 SERVICES - 0.5% Cendant Corp. (a) 15,387,000 273,119 Gartner Group, Inc. Class B 455,700 7,604 (a) Manpower, Inc. 2,905,900 84,634 Rentokil Initial PLC 13,131,835 46,495 Robert Half International, 1,838,950 44,135 Inc. (a) Service Corp. International 700,000 7,394 463,381 TOTAL SERVICES 1,390,358 TECHNOLOGY - 22.1% COMMUNICATIONS EQUIPMENT - 4.7% ADC Telecommunications, Inc. 500,000 20,969 (a) Cisco Systems, Inc. (a) 26,700,000 1,830,619 Lucent Technologies, Inc. 23,808,198 1,544,557 Newbridge Networks Corp. (a) 3,017,200 77,994 Nokia AB 2,400,000 215,550 Nokia AB sponsored ADR 5,622,800 504,998 Nortel Networks Corp. 1,500,000 76,630 Premisys Communications, Inc. 450,000 3,741 (a) Tellabs, Inc. (a) 900,000 51,244 4,326,302 COMPUTER SERVICES & SOFTWARE - 10.0% America Online, Inc. (a) 7,100,000 738,400 COMMON STOCKS - CONTINUED SHARES VALUE (NOTE 1) (000S) TECHNOLOGY - CONTINUED COMPUTER SERVICES & SOFTWARE - CONTINUED At Home Corp. Series A (a) 5,375,422 $ 222,744 Automatic Data Processing, 2,000,000 89,250 Inc. BMC Software, Inc. (a) 3,517,700 251,735 Ceridian Corp. (a) 2,501,400 62,222 CompUSA, Inc. (a) 1,885,700 11,550 Computer Associates 2,652,800 162,484 International, Inc. Computer Sciences Corp. (a) 653,200 45,928 Compuware Corp. (a) 4,450,000 115,978 Digital Insight Corp. 25,500 383 DST Systems, Inc. (a) 200,400 11,398 Earthlink Network, Inc. (a) 100,000 4,294 Electronic Arts, Inc. (a) 1,561,100 112,985 Electronic Data Systems Corp. 750,000 39,703 Equifax, Inc. 870,170 24,474 First Data Corp. 4,674,000 205,072 Galileo International, Inc. 700,000 28,175 High Speed Access Corp. 20,300 466 IMS Health, Inc. 3,100,000 70,719 Inktomi Corp. (a) 1,435,700 172,329 International Business 9,706,800 1,178,163 Machines Corp. Keane, Inc. (a) 600,000 13,688 Lycos, Inc. (a)(c) 4,548,400 227,989 Microsoft Corp. (a) 46,295,400 4,192,627 Oracle Corp. (a) 12,900,000 586,950 Parametric Technology Corp. 3,405,000 45,968 (a) Redback Networks, Inc. 1,000,000 108,000 Siebel Systems, Inc. (a) 700,000 46,638 TIBCO Software, Inc. (a) 45,600 1,372 Xoom.com, Inc. (a) 400,000 19,850 Yahoo!, Inc. (a) 1,962,900 352,341 9,143,875 COMPUTERS & OFFICE EQUIPMENT - 2.7% Ampex Corp. Class A (a) 25,512 75 Compaq Computer Corp. 5,065,500 116,190 Dell Computer Corp. (a) 7,476,800 312,624 EMC Corp. (a) 11,220,964 801,598 Gadzoox Networks, Inc. 30,100 1,622 Hewlett-Packard Co. 4,200,000 386,400 COMMON STOCKS - CONTINUED SHARES VALUE (NOTE 1) (000S) TECHNOLOGY - CONTINUED COMPUTERS & OFFICE EQUIPMENT - CONTINUED Network Appliance, Inc. (a) 85,000 $ 6,088 Pitney Bowes, Inc. 5,208,400 317,387 Sun Microsystems, Inc. (a) 2,800,000 260,400 Tech Data Corp. (a) 788,800 18,364 Xerox Corp. 5,800,000 243,238 2,463,986 ELECTRONIC INSTRUMENTS - 0.1% Thermo Electron Corp. (a) 3,133,200 42,102 Waters Corp. (a) 1,208,100 73,166 115,268 ELECTRONICS - 4.6% Analog Devices, Inc. (a) 1,353,866 69,386 Broadcom Corp. Class A (a) 200,000 21,800 Intel Corp. 18,297,600 1,359,740 JDS Uniphase Corp. (a) 130,000 14,796 Linear Technology Corp. 3,026,600 177,907 LSI Logic Corp. (a) 300,000 15,450 Maxim Integrated Products, 1,589,200 100,269 Inc. (a) Micron Technology, Inc. (a) 2,717,000 180,850 Motorola, Inc. 8,016,200 705,426 Rambus, Inc. (a)(c) 1,305,600 86,496 Solectron Corp. (a) 1,230,200 88,344 Texas Instruments, Inc. 16,617,600 1,366,798 Xilinx, Inc. (a) 675,000 44,234 4,231,496 TOTAL TECHNOLOGY 20,280,927 TRANSPORTATION - 0.7% AIR TRANSPORTATION - 0.1% AMR Corp. (a) 1,378,100 75,106 Delta Air Lines, Inc. 233,000 11,301 86,407 RAILROADS - 0.5% Burlington Northern Santa Fe 4,405,220 121,144 Corp. COMMON STOCKS - CONTINUED SHARES VALUE (NOTE 1) (000S) TRANSPORTATION - CONTINUED RAILROADS - CONTINUED CSX Corp. 4,372,000 $ 185,264 Norfolk Southern Corp. 5,410,800 132,565 438,973 TRUCKING & FREIGHT - 0.1% CNF Transportation, Inc. 592,000 22,052 Landstar System, Inc. (a)(c) 571,200 19,849 Swift Transportation Co., 3,319,875 65,360 Inc. (a)(c) 107,261 TOTAL TRANSPORTATION 632,641 UTILITIES - 7.1% CELLULAR - 0.6% ALLTEL Corp. 802,000 56,441 Mannesmann AG (Reg.) 566,400 91,534 Nextel Communications, Inc. 1,350,000 91,547 Class A (a) Vodafone AirTouch PLC 1,452,900 345,427 sponsored ADR 584,949 ELECTRIC UTILITY - 0.2% AES Corp. (a) 700,000 41,300 PG&E Corp. 5,063,048 131,006 172,306 GAS - 0.2% Enron Corp. 4,608,600 190,105 TELEPHONE SERVICES - 6.1% Ameritech Corp. 3,468,400 233,033 AT&T Corp. 26,352,851 1,146,349 Bell Atlantic Corp. 8,579,100 577,481 BellSouth Corp. 10,457,400 470,583 Covad Communications Group, 519,800 22,660 Inc. Focal Communications Corp. 39,300 1,007 GTE Corp. 7,503,200 576,809 Intermedia Communications, 541,000 11,767 Inc. (a) Level 3 Communications, Inc. 500,000 26,109 (a) MCI WorldCom, Inc. (a) 21,727,341 1,561,653 Metromedia Fiber Network, 856,800 20,992 Inc. Class A (a) Net2Phone, Inc. (a) 400 21 COMMON STOCKS - CONTINUED SHARES VALUE (NOTE 1) (000S) UTILITIES - CONTINUED TELEPHONE SERVICES - CONTINUED Qwest Communications 3,700,000 $ 109,381 International, Inc. (a) SBC Communications, Inc. 9,282,800 474,003 Sprint Corp. (FON Group) 6,889,400 373,750 Time Warner Telecom, Inc. 53,800 1,123 5,606,721 TOTAL UTILITIES 6,554,081 TOTAL COMMON STOCKS 84,961,528 (Cost $52,114,581) PREFERRED STOCKS - 0.0% CONVERTIBLE PREFERRED STOCKS - 0.0% BASIC INDUSTRIES - 0.0% CHEMICALS & PLASTICS - 0.0% Sealed Air Corp. Series A, 416,242 21,124 $2.00 NONCONVERTIBLE PREFERRED STOCKS - 0.0% TECHNOLOGY - 0.0% COMPUTERS & OFFICE EQUIPMENT - 0.0% Ampex Corp. 8% non-cumulative 1,283 2,001 TOTAL PREFERRED STOCKS 23,125 (Cost $20,614) [Enlarge/Download Table] COMMERCIAL MORTGAGE SECURITIES - 0.0% MOODY'S RATINGS (UNAUDITED) PRINCIPAL AMOUNT (000S) Bardell Associates Note Trust - $ 4,051 4,304 12.5%, 11/1/08 (f) (Cost $4,118) [Download Table] CASH EQUIVALENTS - 7.9% MATURITY AMOUNT (000S) VALUE (NOTE 1) (000S) Investments in repurchase $ 4,703,110 $ 4,702,424 agreements (U.S. Treasury obligations), in a joint trading account at 5.25%, dated 9/30/99 due 10/1/99 SHARES Taxable Central Cash Fund, 2,595,819,842 2,595,820 5.22% (b) TOTAL CASH EQUIVALENTS 7,298,244 (Cost $7,298,244) TOTAL INVESTMENT PORTFOLIO - 92,287,201 100.3% (Cost $59,437,557) NET OTHER ASSETS - (0.3)% (275,889) NET ASSETS - 100% $ 92,011,312 LEGEND (a) Non-income producing (b) The rate quoted is the annualized seven-day yield of the fund at period end. (c) Affiliated company (d) Share amount represents number of units held. (e) 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 $7,000 or 0.0% of net assets. (f) Restricted securities - Investment in securities not registered under the Securities Act of 1933. Additional information on each holding is as follows: SECURITY ACQUISITION DATE ACQUISITION COST (000S) Alliance Gaming Corp. 7/28/98 $ - Bardell Associates Note 4/19/94 $ 4,118 Trust 12.5%, 11/1/08 INCOME TAX INFORMATION At September 30, 1999, the aggregate cost of investment securities for income tax purposes was $59,570,625,000. Net unrealized appreciation aggregated $32,716,576,000, of which $35,491,567,000 related to appreciated investment securities and $2,774,991,000 related to depreciated investment securities. FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) SEPTEMBER 30, 1999 ASSETS Investment in securities, at $ 92,287,201 value (including repurchase agreements of $4,702,424) (cost $59,437,557) - See accompanying schedule Cash 491 Receivable for investments 178,659 sold Receivable for fund shares 95,203 sold Dividends receivable 87,035 Interest receivable 11,105 Other receivables 4,499 TOTAL ASSETS 92,664,193 LIABILITIES Payable for investments $ 145,048 purchased Payable for fund shares 285,645 redeemed Accrued management fee 43,306 Other payables and accrued 17,141 expenses Collateral on securities 161,741 loaned, at value TOTAL LIABILITIES 652,881 NET ASSETS $ 92,011,312 Net Assets consist of: Paid in capital $ 55,445,456 Undistributed net investment 310,195 income Accumulated undistributed net 3,405,924 realized gain (loss) on investments and foreign currency transactions Net unrealized appreciation 32,849,737 (depreciation) on investments and assets and liabilities in foreign currencies NET ASSETS, for 754,066 $ 92,011,312 shares outstanding NET ASSET VALUE and $122.02 redemption price per share ($92,011,312 (divided by) 754,066 shares) Maximum offering price per $125.79 share (100/97.00 of $122.02) STATEMENT OF OPERATIONS AMOUNTS IN THOUSANDS SIX MONTHS ENDED SEPTEMBER 30, 1999 INVESTMENT INCOME $ 450,704 Dividends (including $10,074 received from affiliated issuers) Interest 169,204 Security lending 719 TOTAL INCOME 620,627 EXPENSES Management fee Basic fee $ 274,824 Performance adjustment (44,733) Transfer agent fees 82,042 Accounting and security 1,010 lending fees Non-interested trustees' 235 compensation Custodian fees and expenses 948 Registration fees 2,838 Audit 247 Legal 828 Miscellaneous 19 Total expenses before 318,258 reductions Expense reductions (4,501) 313,757 NET INVESTMENT INCOME 306,870 REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investment securities 3,572,123 (including realized gain of $55,583 on sales of investments in affiliated issuers) Foreign currency transactions (461) 3,571,662 Change in net unrealized appreciation (depreciation) on: Investment securities (4,312,774) Assets and liabilities in 458 (4,312,316) foreign currencies NET GAIN (LOSS) (740,654) NET INCREASE (DECREASE) IN $ (433,784) NET ASSETS RESULTING FROM OPERATIONS STATEMENT OF CHANGES IN NET ASSETS [Enlarge/Download Table] AMOUNTS IN THOUSANDS SIX MONTHS ENDED SEPTEMBER YEAR ENDED MARCH 31, 1999 30, 1999 INCREASE (DECREASE) IN NET ASSETS Operations Net investment $ 306,870 $ 497,762 income Net realized gain (loss) 3,571,662 7,011,764 Change in net unrealized (4,312,316) 10,747,841 appreciation (depreciation) NET INCREASE (DECREASE) IN (433,784) 18,257,367 NET ASSETS RESULTING FROM OPERATIONS Distributions to shareholders (162,573) (449,343) From net investment income From net realized gain (5,081,988) (3,441,624) TOTAL DISTRIBUTIONS (5,244,561) (3,890,967) Share transactions Net 9,386,692 14,971,374 proceeds from sales of shares Reinvestment of distributions 5,143,564 3,818,924 Cost of shares redeemed (7,555,457) (14,410,125) NET INCREASE (DECREASE) IN 6,974,799 4,380,173 NET ASSETS RESULTING FROM SHARE TRANSACTIONS TOTAL INCREASE (DECREASE) 1,296,454 18,746,573 IN NET ASSETS NET ASSETS Beginning of period 90,714,858 71,968,285 End of period (including $ 92,011,312 $ 90,714,858 undistributed net investment income of $310,195 and $178,509, respectively) OTHER INFORMATION Shares Sold 73,431 132,746 Issued in reinvestment of 40,972 34,759 distributions Redeemed (59,465) (129,759) Net increase (decrease) 54,938 37,746 FINANCIAL HIGHLIGHTS [Enlarge/Download Table] SIX MONTHS ENDED SEPTEMBER 30, YEARS ENDED MARCH 31, 1999 1999 1998 1997 1996 1995 SELECTED PER-SHARE DATA Net asset value, beginning of $ 129.75 $ 108.82 $ 80.20 $ 87.52 $ 72.44 $ 69.72 period Income from Invest- ment Operations Net investment income .41 D .73 D .73 D 1.38 D .79 .27 Net realized and unrealized (.72) 26.02 34.35 5.25 19.57 5.22 gain (loss) Total from investment (.31) 26.75 35.08 6.63 20.36 5.49 operations Less Distributions From net investment income (.23) (.67) (1.25) (1.10) (.59) (.14) From net realized gain (7.19) (5.15) (5.21) (12.85) (4.69) (2.63) Total distributions (7.42) (5.82) (6.46) (13.95) (5.28) (2.77) Net asset value, end of $ 122.02 $ 129.75 $ 108.82 $ 80.20 $ 87.52 $ 72.44 period TOTAL RETURN B, C (0.40)% 25.63% 45.41% 9.11% 28.43% 8.21% RATIOS AND SUPPLEMENTAL DATA Net assets, end of period (in $ 92,011 $ 90,715 $ 71,968 $ 51,243 $ 56,179 $ 39,803 millions) Ratio of expenses to average .67% A .62% .62% .66% .95% .99% net assets Ratio of expenses to average .66% A, E .60% E .61% E .64% E .92% E .96% E net assets after expense reductions Ratio of net invest- ment .65% A .66% .77% 1.75% .95% .39% income to average net assets Portfolio turnover rate 28% A 37% 34% 67% 155% 120% A ANNUALIZED B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN. C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE SHARES OUTSTANDING DURING THE PERIOD. E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES. NOTES TO FINANCIAL STATEMENTS For the period ended September 30, 1999 1. SIGNIFICANT ACCOUNTING POLICIES. Fidelity Magellan Fund (the fund) is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company organized as a Massachusetts business trust and is authorized to issue an unlimited number of shares. Effective the close of business on September 30, 1997, the fund was closed to new accounts. The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make certain estimates and assumptions at the date of the financial statements. 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. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. 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. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available 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 and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions. Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities. 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 substantially all of its taxable income for its fiscal year. The schedule of investments includes 1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED INCOME TAXES - CONTINUED 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. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (the Plan) non-interested Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of the fund or are invested in a cross-section of other Fidelity funds. Deferred amounts remain in the fund until distributed in accordance with the Plan. DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for litigation proceeds, partnerships, non-taxable dividends and losses deferred due to wash sales. The fund also utilized earnings and profits distributed to shareholders on redemption of shares as a part of the dividends paid deduction for income tax purposes. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year. 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. FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade. 2. OPERATING POLICIES - CONTINUED JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations. REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency securities are transferred to an account of the fund, or to the Joint Trading Account, at a bank custodian. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the fund's investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above. TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund) managed by Fidelity Investments Money Management, Inc., an affiliate of FMR. The Cash Fund is an open-end money market fund available only to investment companies and other accounts managed by FMR and its affiliates. The Cash Fund seeks preservation of capital, liquidity, and current income. Income distributions from the Cash Fund are declared daily and paid monthly from net interest income. Income distributions earned by the fund are recorded as interest income in the accompanying financial statements. RESTRICTED SECURITIES. The fund is permitted to invest in securities that are subject to legal or contractual restrictions on resale. These securities generally 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 $4,336,000 or 0.0% of net assets. 3. PURCHASES AND SALES OF INVESTMENTS. Purchases and sales of securities, other than short-term securities, aggregated $13,034,299,000 and $12,079,236,000, 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 and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .2500% to .5200% for the period. The annual individual fund fee rate is .30%. In the event that these rates were lower than the contractual rates in effect during 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED MANAGEMENT FEE - CONTINUED the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. The basic fee is subject to a performance adjustment (up to a maximum of (plus/minus).20% of the fund's average net assets over the performance period) 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 annualized rate of .49% of average net assets after the performance adjustment. SALES LOAD. For the period, Fidelity Distributors Corporation (FDC), an affiliate of FMR and the general distributor of the fund, received sales charges of $6,183,000 on sales of shares of the fund of which $6,171,000 was retained. TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .17% of average net assets. 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 $928,000 for the period. 5. SECURITY LENDING. The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral in the form of U.S. Treasury obligations, letters of credit, and/or cash against the loaned securities, and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. At period end, the value of the securities loaned amounted to $160,303,000. The fund received cash collateral of $161,741,000 which was invested in repurchase agreements. 6. 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 $2,069,000 under this arrangement. In addition, the fund has entered into arrangements with its custodian and transfer agent whereby credits realized as a result of uninvested cash balances were used to reduce a portion of the fund's expenses. During the period, the fund's custodian and transfer agent fees were reduced by $7,000 and $2,425,000, respectively, under these arrangements. 7. 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 during the period with companies which are or were affiliates are as follows: [Enlarge/Download Table] SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES AMOUNTS IN THOUSANDS AFFILIATE PURCHASE COST SALES COST DIVIDEND INCOME VALUE Anadarko Petroleum Corp. $ - $ 2,774 $ 646 $ 195,906 Black & Decker Corp. - 13,007 527 - Case Corp. - 5,494 - - Extended Stay America, Inc. - - - 52,736 Host Marriott Services Corp. - 5,639 - - Host Marriott Corp. - 9,682 5,046 109,250 Lafarge Corp. 1,411 1,739 1,341 143,134 Landstar System, Inc. - 787 - 19,849 Leggett & Platt, Inc. - 1,163 2,217 242,485 Lycos, Inc. 6,265 - - 227,989 Oakwood Homes Corp. - 2,178 73 16,020 Polo Ralph Lauren Corp. Class - - - 41,861 A Pulte Corp. - - 224 60,900 Rambus, Inc. 1,371 - - 86,496 Swift Transportation Co., Inc. - 2,307 - 65,360 Synetic, Inc. - 7,096 - - TOTALS $ 9,047 $ 51,866 $ 10,074 $ 1,261,986 REPORT OF INDEPENDENT ACCOUNTANTS To the Trustees and the Shareholders of Fidelity Magellan Fund: In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, 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 Magellan Fund at September 30, 1999, and the results of its operations, 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 Magellan 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 at September 30, 1999 by correspondence with the custodian and brokers, provide a reasonable basis for the opinion expressed above. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, Massachusetts November 2, 1999 MANAGING YOUR INVESTMENTS Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day. BY PHONE Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security. (PHONE_GRAPHIC) FIDELITY AUTOMATED SERVICE TELEPHONE (FAST SM) 1-800-544-5555 PRESS 1 For mutual fund and brokerage trading. 2 For quotes.* 3 For account balances and holdings. 4 To review orders and mutual fund activity. 5 To change your PIN. *0To speak to a Fidelity representative. BY PC Fidelity's Web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services. (COMPUTER_GRAPHIC) FIDELITY'S WEB SITE WWW.FIDELITY.COM If you are not currently on the Internet, call EarthLink Sprint at 1-800-288-2967, and be sure to ask for registration number SMD004 to receive a special Fidelity package that includes 30 days of free Internet access. EarthLink is North America's #1 independent Internet access provider. (COMPUTER_GRAPHIC) FIDELITY ON-LINE XPRESS+(registered trademark) Fidelity On-line Xpress+ software for Windows combines comprehensive portfolio management capabilities, securities trading and access to research and analysis tools . . . all on your desktop. Call Fidelity at 1-800-544-7272 or visit our Web site for more information on how to manage your investments via your PC. * 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. TO VISIT FIDELITY For directions and hours, please call 1-800-544-9797. ARIZONA 7373 N. Scottsdale Road Scottsdale, AZ CALIFORNIA 815 East Birch Street Brea, CA 851 East Hamilton Avenue Campbell, CA 527 North Brand Boulevard Glendale, CA 19200 Von Karman Avenue Irvine, CA 10100 Santa Monica Blvd. 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 950 Northgate Drive San Rafael, CA 1400 Civic Drive Walnut Creek, CA 6300 Canoga Avenue Woodland Hills, CA COLORADO 1625 Broadway Denver, CO CONNECTICUT 48 West Putnam Avenue Greenwich, CT 265 Church Street New Haven, CT 300 Atlantic Street Stamford, CT 29 South Main Street West Hartford, CT DELAWARE 222 Delaware Avenue Wilmington, DE FLORIDA 4400 N. Federal Highway Boca Raton, FL 90 Alhambra Plaza Coral Gables, FL 4090 N. Ocean Boulevard Ft. Lauderdale, FL 1907 West State Road 434 Longwood, FL 8880 Tamiami Trail, North Naples, FL 2401 PGA Boulevard Palm Beach Gardens, FL 8065 Beneva Road Sarasota, FL 1502 N. Westshore Blvd. Tampa, FL GEORGIA 3445 Peachtree Road, N.E. Atlanta, GA 1000 Abernathy Road Atlanta, GA ILLINOIS One North Franklin Street Chicago, IL 1415 West 22nd Street Oak Brook, IL 1700 East Golf Road Schaumburg, IL 3232 Lake Avenue Wilmette, IL INDIANA 4729 East 82nd Street Indianapolis, IN MAINE 3 Canal Plaza Portland, ME MARYLAND 7401 Wisconsin Avenue Bethesda, MD 1 West Pennsylvania Ave. Towson, MD MASSACHUSETTS 470 Boylston Street Boston, MA 155 Congress Street Boston, MA 25 State Street Boston, MA 300 Granite Street Braintree, MA 44 Mall Road Burlington, MA 416 Belmont Street Worcester, MA MICHIGAN 280 North Woodward Ave. Birmingham, MI 29155 Northwestern Hwy. Southfield, MI MINNESOTA 7600 France Avenue South Edina, MN MISSOURI 700 West 47th Street Kansas City, MO 8885 Ladue Road Ladue, MO 200 North Broadway St. Louis, MO NEW JERSEY 150 Essex Street Millburn, NJ 56 South Street Morristown, NJ 501 Route 17, South Paramus, NJ NEW YORK 1055 Franklin Avenue Garden City, NY 999 Walt Whitman Road Melville, L.I., NY 1271 Avenue of the Americas New York, NY 71 Broadway New York, NY 350 Park Avenue New York, NY NORTH CAROLINA 4611 Sharon Road Charlotte, NC OHIO 600 Vine Street Cincinnati, OH 28699 Chagrin Boulevard Woodmere Village, OH OREGON 16850 SW 72 Avenue Tigard, OR PENNSYLVANIA 1735 Market Street Philadelphia, PA 439 Fifth Avenue Pittsburgh, PA TENNESSEE 6150 Poplar Road Memphis, TN TEXAS 10000 Research Boulevard Austin, TX 4017 Northwest Parkway Dallas, TX 1155 Dairy Ashford Street Houston, TX 2701 Drexel Drive Houston, TX 400 East Las Colinas Blvd. Irving, TX 14100 San Pedro San Antonio, TX 19740 IH 45 North Spring, TX UTAH 215 South State Street Salt Lake City, UT VIRGINIA 8180 Greensboro Drive McLean, VA WASHINGTON 411 108th Avenue, N.E. Bellevue, WA 511 Pine Street Seattle, WA WASHINGTON, DC 1900 K Street, N.W. Washington, DC WISCONSIN 595 North Barker Road Brookfield, WI INVESTMENT ADVISER Fidelity Management & Research Company Boston, MA INVESTMENT SUB-ADVISERS Fidelity Management & Research (U.K.) Inc., London, England Fidelity Management & Research (Far East) Inc., Tokyo, Japan OFFICERS Edward C. Johnson 3d, President Robert C. Pozen, Senior Vice President Abigail P. Johnson, Vice President Robert E. Stansky, Vice President Eric D. Roiter, Secretary Richard A. Silver, Treasurer Matthew N. Karstetter, Deputy Treasurer John H. Costello, Assistant Treasurer BOARD OF TRUSTEES Ralph F. Cox * Phyllis Burke Davis * Robert M. Gates * Edward C. Johnson 3d E. Bradley Jones * Donald J. Kirk * Peter S. Lynch Marvin L. Mann * William O. McCoy * Gerald C. McDonough * Robert C. Pozen Thomas R. Williams * ADVISORY BOARD J. Gary Burkhead Ned C. Lautenbach GENERAL DISTRIBUTOR Fidelity Distributors Corporation Boston, MA TRANSFER AND SHAREHOLDER SERVICING AGENT Fidelity Service Company, Inc. Boston, MA CUSTODIAN State Street Bank and Trust Company Quincy, MA FIDELITY'S GROWTH FUNDS Aggressive Growth Fund Blue Chip Growth Fund Capital Appreciation Fund Contrafund SM Contrafund SM II Disciplined Equity Fund Dividend Growth Fund Export and Multinational Fund Fidelity Fifty SM Growth Company Fund Large Cap Stock Fund Low-Priced Stock Fund Magellan(registered trademark) Fund Mid-Cap Stock Fund New Millennium Fund(registered trademark) OTC Portfolio Retirement Growth Fund Small Cap Selector Small Cap Stock Fund Stock Selector Tax Managed Stock Fund TechnoQuant SM Growth Fund Trend Fund Value Fund THE FIDELITY TELEPHONE CONNECTION MUTUAL FUND 24-HOUR SERVICE Exchanges/Redemptions 1-800-544-7777 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) Fidelity Automated Service Telephone (FAST SM) (AUTOMATED GRAPHIC) 1-800-544-5555 * INDEPENDENT TRUSTEES (AUTOMATED GRAPHIC) AUTOMATED LINE FOR QUICKEST SERVICE (FIDELITY LOGO GRAPHIC)(REGISTERED TRADEMARK) Corporate Headquarters 82 Devonshire St., Boston, MA 02109 www.fidelity.com MAG-SANN-1199 87972 1.537468.102

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