FIDELITY MT VERNON STREET TRUST, DEF 14A, 1994-09-19

FIDELITY MT VERNON STREET TRUST
DEF 14A, 1994-09-19

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

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[ ] Preliminary Proxy Statement

[ ] Preliminary Additional Materials

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Sec. 240.14a-11(e) or Sec. 240.14a-12

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(Name of Registrant as Specified In Its Charter) Fidelity Mt. Vernon Street Trust

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(Name of Person(s) Filing Proxy Statement) Arthur S. Loring, Secretary

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Payment of Filing Fee (Check the appropriate box):

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[ ] $125 per Exchange Act Rules 0-11(c)(ii), 14a-6(j) (1), or 14a-6(j) (2).

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(j) (3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(j) (4) and 0-11.

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(1) Title of each class of securities to which

transaction applies:

(2) Aggregate number of securities to which

transaction applies:

(3) Per unit price or other underlying value of transaction

computed pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

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[X] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2)

and identify the filing for which the offsetting fee was paid previously. Identify the

previous filing by registration statement number, or the Form or Schedule and the date of

its filing.

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(1) Amount Previously Paid: $125.00

(2) Form, Schedule or Registration Statement No.: 811-3583

(3) Filing Party: Registrant

(4) Date Filed: August 9, 1994

FIDELITY NEW MILLENNIUM (trademark) FUND
FIDELITY GROWTH COMPANY FUND
FIDELITY EMERGING GROWTH FUND
FUNDS OF
FIDELITY MT. VERNON STREET TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Fidelity New Millennium Fund, Fidelity Growth Company Fund, and
Fidelity Emerging Growth Fund (the funds) will be held at the office of
Fidelity Mt. Vernon Street Trust (the trust), 82 Devonshire Street, Boston,
Massachusetts 02109 on November 16, 1994, at 9:30 a.m. The purpose of the
Meeting is to consider and act upon the following proposals, and to
transact such other business as may properly come before the Meeting or any
adjournments thereof.
1. To elect a Board of Trustees.
2. To ratify the selection of Coopers & Lybrand L.L.P. as
independent accountants of the trust.
3. To amend the Declaration of Trust to provide dollar-based voting rights
for shareholders of the trust.
4. To amend the Declaration of Trust regarding shareholder notification of
appointment of Trustees.
5. To amend the Declaration of Trust to provide each fund with the ability
to invest all of its assets in another open-end investment company with
substantially the same investment objective and policies.
6 . To adopt a new fundamental investment policy for each fund
permitting a fund to invest all of its assets in another open-end
investment company with substantially the same investment objective and
policies.
7. To approve an amended management contract for each fund.
8. To approve a new Sub-Advisory Agreement with FMR Far East for each
fund.
9. To approve a new Sub-Advisory Agreement with FMR U.K. for each fund.
10. To eliminate Fidelity Growth Company Fund's fundamental investment
policy concerning investment for temporary defensive purposes.
11. To replace Fidelity Growth Company Fund's fundamental investment
limitation concerning diversification with a fundamental diversification
limitation permitting increased investment in the securities of any single
issuer.
12. To amend Fidelity Growth Company Fund's fundamental investment
limitation concerning real estate.
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS
13. To amend Fidelity Growth Company Fund's fundamental investment
limitation concerning the issuance of senior securities.
14. To eliminate Fidelity Growth Company Fund's and Fidelity Emerging
Growth Fund's fundamental investment limitation concerning short sales of
securities.
15. To eliminate Fidelity Growth Company Fund's and Fidelity Emerging
Growth Fund's fundamental investment limitation concerning margin
purchases.
16. To amend Fidelity Growth Company Fund's fundamental investment
limitation concerning borrowing.
17. To amend Fidelity Growth Company Fund's fundamental investment
limitation concerning the concentration of its investments in a single
industry.
18. To amend Fidelity Growth Company Fund's fundamental investment
limitation concerning lending.
19. To eliminate Fidelity Growth Company Fund's fundamental investment
limitation concerning investment in other investment companies.
20. To eliminate Fidelity Growth Company Fund's fundamental investment
limitation concerning investments in securities of newly-formed issuers.
21. To eliminate Fidelity Growth Company Fund's fundamental investment
limitation concerning invest ment in oil, gas, and other mineral
exploration programs.
22. To eliminate Fidelity Growth Company Fund's fundamental investment
limitation concerning purchasing securities of an issuer in which the
trustees or directors and officers of the fund or FMR hold more than 5% of
the outstanding securities of such issuer.
The Board of Trustees has fixed the close of business on September 19,
1994 as the record date for the determination of the shareholders of each
fund entitled to notice of, and to vote at, such Meeting and any
adjournments thereof.
By order of the Board of Trustees,
ARTHUR S. LORING, Secretary
September 19, 1994
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER
WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE TO THE FUNDS, WE ASK YOUR
COOPERATION IN MAILING YOUR PROXY CARD PROMPTLY, NO MATTER HOW LARGE OR
SMALL YOUR HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of assistance
to you and help you avoid the time and expense to the funds involved in
validating your vote if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it appears
in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual signing.
This can be shown either in the form of the account registration itself or
by the individual executing the proxy card. For example:
REGISTRATION VALID
SIGNATURE

A. 1) ABC Corp. John Smith,
Treasurer

2) ABC Corp. John Smith,
Treasurer

c/o John Smith, Treasurer

B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins,
Trustee

2) ABC Trust Ann B. Collins,
Trustee

3) Ann B. Collins, Trustee Ann B. Collins,
Trustee

u/t/d 12/28/78

C. 1) Anthony B. Craft, Cust. Anthony B. Craft

f/b/o Anthony B. Craft, Jr.

UGMA

PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY NEW MILLENNIUM(trademark) FUND
FIDELITY GROWTH COMPANY FUND
FIDELITY EMERGING GROWTH FUND
TO BE HELD ON NOVEMBER 16, 1994
This Proxy Statement is furnished in connection with a solicitation of
proxies made by, and on behalf of, the Board of Trustees of Fidelity Mt.
Vernon Street Trust (the trust) to be used at the Special Meeting of
Shareholders of Fidelity New Millennium Fund, Fidelity Growth Company Fund,
and Fidelity Emerging Growth Fund, and at any adjournments thereof (the
Meeting), to be held November 16, 1994 at 9:30 a.m. at 82 Devonshire
Street, Boston, Massachusetts 02109, the principal executive office of the
trust. The purpose of the Meeting is set forth in the accompanying Notice.
The solicitation is made primarily by the mailing of this Proxy Statement
and the accompanying proxy card on or about September 19, 1994.
Supplementary solicitations may be made by mail, telephone, telegraph, or
by personal interview by representatives of the trust. The expenses in
connection with preparing this Proxy Statement and its enclosures and of
all solicitations will be paid by the funds. The funds will reimburse
brokerage firms and others for their reasonable expenses in forwarding
solicitation material to the beneficial owners of shares.
If the enclosed proxy card is executed and returned, it may nevertheless
be revoked at any time prior to its use by written notification received by
the trust, by the execution of a later-dated proxy card, or by attending
the Meeting and voting in person. All proxy cards solicited by the Board of
Trustees that are properly executed and received by the Secretary prior to
the Meeting, and which are not revoked, will be voted at the Meeting.
Shares represented by such proxies will be voted in accordance with the
instructions thereon. If no specification is made on a proxy card, it will
be voted FOR the matters specified on the proxy card. All proxies not
voted, including broker non-votes, will not be counted toward establishing
a quorum. Shareholders should note that while votes to ABSTAIN will count
toward establishing a quorum, passage of any proposal being considered at
the Meeting will occur only if a sufficient number of votes are cast FOR
the proposal. Accordingly, votes to ABSTAIN and votes AGAINST will have the
same effect in determining whether the proposal is approved.
If a quorum is present at the Meeting, but sufficient votes to approve one
or more of the proposed items are not received, or if other matters arise
requiring shareholder attention, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Meeting or represented by proxy.
When voting on a proposed adjournment, the persons named as proxies will
vote FOR the proposed adjournment all shares that they are entitled to vote
with respect to each item, unless directed to vote AGAINST the item, in
which case such shares will be voted against the proposed adjournment with
respect to that item. A shareholder vote may be taken on one or more of the
items in this Proxy Statement prior to such adjournment if sufficient votes
have been received and it is otherwise appropriate. A copy of e ach
fund's annual report for the fiscal year ended November 30, 1993 has been
mailed or delivered to respective shareholders of each fund entitled to
vote at the meeting.
Shares of each fund issued and outstanding as of July 31, 1994 are
indicated in the following table:
FIDELITY NEW MILLENNIUM FUND 25,903,037
FIDELITY GROWTH COMPANY FUND 99,811,711
FIDELITY EMERGING GROWTH FUND 36,940,799
To the knowledge of the trust, no shareholder owned of record or
beneficially more than 5% of the outstanding shares of any of the funds on
that date. Shareholders of record at the close of business on September 19,
1994 will be entitled to vote at the Meeting. Each such shareholder will be
entitled to one vote for each share held on that date.
VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS SUFFICIENT
TO APPROVE PROPOSAL 1. APPROVAL OF PROPOSAL 3 REQUIRES THE AFFIRMATIVE VOTE
OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF BOTH THE
TRUST AND OF EACH FUND OF THE TRUST AND, IN THE CASE OF
PROPOSALS 4 AND 5 , A MAJORITY OF THE OUTSTANDING VOTING SECURITIES
OF THE ENTIRE TRUST. APPROVAL OF PROPOSALS 2 AND 6 THROUGH 22
REQUIRES THE AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING
SECURITIES'' OF THE APPROPRIATE FUNDS. UNDER THE INVESTMENT COMPANY ACT OF
1940 (THE 1940 ACT), A "MAJORITY VOTE OF THE OUTSTANDING VOTING
SECURITIES'' MEANS THE AFFIRMATIVE VOTE OF THE LESSER OF (A) 67% OR MORE OF
THE SHARES PRESENT AT THE MEETING OR REPRESENTED BY PROXY IF THE HOLDERS OF
MORE THAN 50% OF THE OUTSTANDING SHARES ARE PRESENT OR REPRESENTED BY PROXY
OR (B) MORE THAN 50% OF THE OUTSTANDING SHARES.
1. TO ELECT A BOARD OF TRUSTEES.
Pursuant to the provisions of the Declaration of Trust of Fidelity Mt.
Vernon Street Trust, the Trustees have determined that the number of
Trustees shall be fixed at twelve. It is intended that the enclosed proxy
card will be voted for the election as Trustees of the twelve nominees
listed below, unless such authority has been withheld in the proxy card.
Except for Mr. Mann, all nominees named below are currently Trustees of
Fidelity Mt. Vernon Street Trust and have served in that capacity
continuously since originally elected or appointed. Mr. Cox, Ms. Davis, Mr.
Jones, and Mr. Lynch were selected by the trust's Nominating and
Administration Committee (see page 9) and were appointed to the Board in
November 1991, December 1992, May 1990, and April 1990, respectively. None
of the nominees are related to one another. Those nominees indicated
by an asterisk (*) are "interested persons" of the trust by virtue of,
among other things, their affiliation with either the trust, the funds'
investment adviser, Fidelity Management & Research Company (FMR, or the
Adviser), or the funds' distribution agent, Fidelity Distributors
Corporation (FDC). Each of the nominees is currently a Trustee or General
Partner, as the case may be, of other funds advised by FMR.
In the election of Trustees, those twelve nominees receiving the highest
number of votes cast at the Meeting, providing a quorum is present, shall
be elected.

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Nominee
Principal Occupation ** Year of

(Age) Election or
Appointmen
t

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*J. Gary Burkhead Senior Vice President, is 1986
82 Devonshire Street President of FMR; and President
Boston, MA and a Director of FMR Texas
(53) Inc. (1989), Fidelity
Management & Research (U.K.)
Inc., and Fidelity Management &
Research (Far East) Inc.

Ralph F. Cox Consultant to Western Mining 1991
200 Rivercrest Drive Corporation (1994). Prior to
Fort Worth, TX February 1994, he was
(62) President of Greenhill Petroleum
Corporation (petroleum
exploration and production,
1990). Until March 1990, Mr.
Cox was President and Chief
Operating Officer of Union
Pacific Resources Company
(exploration and production). He
is a Director of Bonneville Pacific
Corporation (independent power,
1989), Sanifill Corporation
(non-hazardous waste, 1993),
and CH2M Hill Companies
(engineering). In addition, he
served on the Board of Directors
of the Norton Company
(manufacturer of industrial
devices, 1983-1990) and
continues to serve on the Board
of Directors of the Texas State
Chamber of Commerce, and is a
member of advisory boards of
Texas A&M University and the
University of Texas at Austin.

Phyllis Burke Davis Prior to her retirement in 1992
P.O. Box 264 September 1991, Mrs. Davis
Bridgehampton, NY was the Senior Vice President of
(62) Corporate Affairs of Avon
Products, Inc. She is currently a
Director of BellSouth
Corporation
(telecommunications), Eaton
Corporation (manufacturing,
1991), and the TJX Companies,
Inc. (retail stores, 1990), and
previously served as a Director
of Hallmark Cards, Inc.
(1985-1991) and Nabisco
Brands, Inc. In addition, she
serves as a Director of the New
York City Chapter of the National
Multiple Sclerosis Society, and is
a member of the Advisory
Council of the International
Executive Service Corps. and
the President's Advisory Council
of The University of Vermont
School of Business
Administration.

Richard J. Flynn Financial consultant. Prior to 1982
77 Fiske Hill September 1986, Mr. Flynn was
Sturbridge, MA Vice Chairman and a Director of
(70) the Norton Company
(manufacturer of industrial
devices). He is currently a
Director of Mechanics Bank and
a Trustee of College of the Holy
Cross and Old Sturbridge
Village, Inc.

*Edward C. Johnson President, is Chairman, Chief 1968
3d Executive Officer and a Director
82 Devonshire Street of FMR Corp.; a Director and
Boston, MA Chairman of the Board and of
(64) the Executive Committee of
FMR; Chairman and a Director
of FMR Texas Inc. (1989),
Fidelity Management &
Research (U.K.) Inc., and
Fidelity Management &
Research (Far East) Inc.

E. Bradley Jones Prior to his retirement in 1984, 1990
3881-2 Lander Road Mr. Jones was Chairman and
Chagrin Falls, OH Chief Executive Officer of LTV
(67) Steel Company. Prior to May
1990, he was a Director of
National City Corporation (a
bank holding company) and
National City Bank of Cleveland.
He is a Director of TRW Inc.
(original equipment and
replacement products),
Cleveland-Cliffs Inc (mining),
NACCO Industries, Inc. (mining
and marketing), Consolidated
Rail Corporation, Birmingham
Steel Corporation, Hyster-Yale
Materials Handling, Inc. (1989)
and RPM Inc. (manufacturer of
chemical products, 1990). In
addition, he serves as a Trustee
of First Union Real Estate
Investments, Chairman of the
Board of Trustees and a
member of the Executive
Committee of the Cleveland
Clinic Foundation, a Trustee and
a member of the Executive
Committee of University School
(Cleveland), and a Trustee of
Cleveland Clinic Florida.

Donald J. Kirk Professor at Columbia University 1987
680 Steamboat Road Graduate School of Business
Apartment #1-North and a financial consultant. Prior
Greenwich, CT to 1987, he was Chairman of the
(61) Financial Accounting Standards
Board. Mr. Kirk is a Director of
General Re Corporation
(reinsurance) and Valuation
Research Corp. (appraisals and
valuations, 1993). In addition, he
serves as Vice Chairman of the
Board of Directors of the
National Arts Stabilization Fund
and Vice Chairman of the Board
of Trustees of the Greenwich
Hospital Association.

*Peter S. Lynch Vice Chairman of FMR (1992). 1990
82 Devonshire Street Prior to his retirement on May
Boston, MA 31, 1990, he was a Director of
(51) FMR (1989) and Executive Vice
President of FMR (a position he
held until March 31, 1991); Vice
President of Fidelity Magellan
Fund and FMR Growth Group
Leader; and Managing Director
of FMR Corp. Mr. Lynch was
also Vice President of Fidelity
Investments Corporate Services
(1991-1992). He is a Director of
W.R. Grace & Co. (chemicals,
1989) and Morrison Knudsen
Corporation (engineering and
construction). In addition, he
serves as a Trustee of Boston
College, Massachusetts Eye &
Ear Infirmary, Historic Deerfield
(1989) and Society for the
Preservation of New England
Antiquities, and as an Overseer
of the Museum of Fine Arts of
Boston (1990).

Gerald C. McDonough Chairman of G.M. Management 1989
135 Aspenwood Drive Group (strategic advisory
Cleveland, OH services). Prior to his retirement
(65) in July 1988, he was Chairman
and Chief Executive Officer of
Leaseway Transportation Corp.
(physical distribution services).
Mr. McDonough is a Director of
ACME-Cleveland Corp. (metal
working, telecommunications
and electronic products),
Brush-Wellman Inc. (metal
refining), York International
Corp. (air conditioning and
refrigeration, 1989), Commercial
Intertech Corp. (water treatment
equipment, 1992), and
Associated Estates Realty
Corporation (a real estate
investment trust, 1993).

Edward H. Malone Prior to his retirement in 1985, 1989
5601 Turtle Bay Drive Mr. Malone was Chairman,
#2104 General Electric Investment
Naples, FL Corporation and a Vice
(70) President of General Electric
Company. He is a Director of
Allegheny Power Systems, Inc.
(electric utility), General Re
Corporation (reinsurance), and
Mattel Inc. (toy manufacturer). In
addition, he serves as a Trustee
of Corporate Property Investors,
the EPS Foundation at Trinity
College, the Naples
Philharmonic Center for the Arts,
and Rensselaer Polytechnic
Institute, and he is a member of
the Advisory Boards of Butler
Capital Corporation Funds and
Warburg, Pincus Partnership
Funds.

Marvin L. Mann Chairman of the Board, --
55 Railroad Avenue President, and Chief Executive
Greenwich, CT Officer of Lexmark International,
(61) Inc. (office machines, 1991).
Prior to 1991, he held positions
of Vice President of International
Business Machines Corporation
("IBM") and President and
General Manager of various IBM
divisions and subsidiaries. Mr.
Mann is a Director of M.A.
Hanna Company (chemicals,
1993) and Infomart (marketing
services, 1991), a Trammell
Crow Co. In addition, he serves
as the Campaign Vice Chairman
of the Tri-State United Way
(1993) and is a member of the
University of Alabama
President's Cabinet (1990).

Thomas R. Williams President of The Wales Group, 1989
21st Floor Inc. (management and financial
191 Peachtree Street, advisory services). Prior to
N.E. retiring in 1987, Mr. Williams
Atlanta, GA served as Chairman of the
(66) Board of First Wachovia
Corporation (bank holding
company), and Chairman and
Chief Executive Officer of The
First National Bank of Atlanta
and First Atlanta Corporation
(bank holding company). He is
currently a Director of BellSouth
Corporation
(telecommunications), ConAgra,
Inc. (agricultural products),
Fisher Business Systems, Inc.
(computer software), Georgia
Power Company (electric utility),
Gerber Alley & Associates, Inc.
(computer software), National
Life Insurance Company of
Vermont, American Software,
Inc. (1989), and AppleSouth,
Inc. (restaurants, 1992).

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** Except as otherwise indicated, each individual has held the office shown
or other offices in the same company for the last five years.
As of July 31, 1994, the nominees and officers of the trust owned, in
the aggregate, less than 1% of each fund's total outstanding shares.
If elected, the Trustees will hold office without limit in time except
that (a) any Trustee may resign; (b) any Trustee may be removed by written
instrument, signed by at least two-thirds of the number of Trustees prior
to such removal; (c) any Trustee who requests to be retired or who has
become incapacitated by illness or injury may be retired by written
instrument signed by a majority of the other Trustees; and (d) a Trustee
may be removed at any Special Meeting of shareholders by a two-thirds vote
of the outstanding voting securities of the trust. In case a vacancy shall
for any reason exist, the remaining Trustees will fill such vacancy by
appointing another Trustee so long as, immediately after such appointment,
at least two-thirds of the Trustees have been elected by shareholders. If,
at any time, less than a majority of the Trustees holding office has been
elected by the shareholders, the Trustees then in office will promptly call
a shareholders' meeting for the purpose of electing a Board of Trustees.
Otherwise, there will normally be no meeting of shareholders for the
purpose of electing Trustees.
The trust's Board, which is currently composed of three interested and
eight non-interested Trustees, met eleven times during the twelve months
ended November 30, 1993. It is expected that the Trustees will meet at
least ten times a year at regularly scheduled meetings.
As a group, the non-interested Trustees received fees and expenses of
$19,143 from the trust in their capacities as Trustees of the funds for the
fiscal period ended November 30, 1993. The non-interested Trustees also
served in similar capacities for other funds advised by FMR (see page
), and received additional compensation for such services.
The Board of Trustees has adopted a policy whereby non-interested
Trustees, upon reaching their 72nd birthday , will resign. Under a
defined benefit retirement program, non-interested Trustees, upon reaching
age 72, are entitled to payments during their lifetime based on their basic
Trustee fees and their length of service.
The trust's Audit Committee is composed entirely of Trustees who are not
interested persons of the trust, of FMR or its affiliates and normally
meets four times a year, or as required, prior to meetings of the Board of
Trustees. Currently, Messrs. Kirk (Chairman), Cox, and Jones are members of
the Committee. This Committee oversees and monitors the financial reporting
process, including recommending to the Board the independent accountants to
be selected for the trust (see Proposal 2 ), reviewing internal controls
and the auditing function (both internal and external), reviewing the
qualifications of key personnel performing audit work, and overseeing
compliance procedures. During the twelve months ended November 30, 1993,
the Committee held five meetings.
The trust's Nominating and Administration Committee is currently composed
of Messrs. Flynn (Chairman), McDonough, and Williams. The Committee members
confer periodically and hold meetings as required. The Committee is charged
with the duties of reviewing the composition and compensation of the Board
of Trustees, proposing additional non-interested Trustees, monitoring the
performance of legal counsel employed by the funds and the non-interested
Trustees, and acting as administrative committee under the Retirement Plan
for non-interested Trustees. During the twelve months ended November 30,
1993, the Committee held five meetings. The Nominating and Administration
Committee will consider nominees recommended by shareholders.
Recommendations should be submitted to the Committee in care of the
Secretary of the Trust. The trust does not have a compensation committee;
such matters are considered by the Nominating and Administration Committee.
2. TO RATIFY THE SELECTION OF COOPERS & LYBRAND L.L.P. AS
INDEPENDENT ACCOUNTANTS OF THE TRUST.
By a vote of the non-interested Trustees, the firm of Coopers & Lybrand
L.L.P. has been selected as independent accountants for the trust to
sign or certify any financial statements of the trust required by any law
or regulation to be certified by an independent accountant and filed with
the Securities and Exchange Commission (SEC) or any state. Pursuant to the
1940 Act, such selection requires the ratification of shareholders. In
addition, as required by the 1940 Act, the vote of the Trustees is subject
to the right of the trust, by vote of a majority of its outstanding voting
securities at any meeting called for the purpose of voting on such action,
to terminate such employment without penalty. Coopers & Lybrand
L.L.P. has advised the trust that it has no direct or material indirect
ownership interest in the trust.
The services provided to the trust include (1) audit of annual financial
statements and, if requested, limited review of unaudited semiannual
financial statements; (2) assistance and consultation in connection with
SEC filings; and (3) review of the federal income tax returns filed on
behalf of the trust. In recommending the selection of the trust's
accountants, the Audit Committee reviewed the nature and scope of the
services to be provided (including non-audit services) and whether the
performance of such services would affect the accountant's independence.
Representatives of Coopers & Lybrand L.L.P. are not expected to be present
at the Meeting, but have been given the opportunity to make a statement if
they so desire and will be available should any matter arise requiring
their presence.
3. TO AMEND THE DECLARATION OF TRUST TO PROVIDE DOLLAR-BASED VOTING RIGHTS
FOR SHAREHOLDERS OF THE TRUST.
The Board of Trustees has approved, and recommends that shareholders of
the trust approve , a proposal to amend Article VIII, Section 1 of
the Declaration of Trust. The amendment would provide voting rights based
on a shareholder's total dollar interest in a fund (dollar-based voting),
rather than on the number of shares owned, for all shareholder votes
of a fund. As a result, voting power would be allocated in
proportion to the value of each shareholder's investment.
BACKGROUND. Fidelity New Millennium Fund, Fidelity Growth Company Fund,
and Fidelity Emerging Growth Fund are funds of Fidelity Mt. Vernon Street
Trust, an open-end management investment company organized as a
Massachusetts business trust. Currently, there are no other funds in the
trust. Shareholders of each fund vote separately on matters concerning
only that fund and vote on a trust-wide basis on matters that effect the
trust as a whole, such as electing trustees or amending the Declaration of
Trust. Currently, under the Declaration of Trust, each share is entitled to
one vote, regardless of the relative value of the shares of each fund in
the trust.
The original intent of the one share, one-vote provision was to provide
equitable voting rights as required by the 1940 Act. In the case where a
trust has several series or funds, such as Fidelity Mt. Vernon Street
Trust, voting rights may have become disproportionate since the net asset
value per share (NAV) of the separate funds diverge over time. The Staff of
the SEC has issued a "no-action" letter permitting a trust to seek
shareholder approval of a dollar-based voting system. The proposed
amendment will comply with the conditions stated in the no-action letter.
REASON FOR PROPOSAL. If approved, the amendment would provide a more
equitable distribution of voting rights than the one-share, one-vote system
currently in effect for certain votes. The voting power of shareholders
would be commensurate with the value of their dollar
investment , rather than with the number of shares held.
Under the current voting provisions, an investment in a fund with a lower
NAV may have significantly greater voting power than the same dollar amount
invested in a fund with a higher NAV. The table below shows each fund's
NAV .

Fund Net Asset Value $1,000
as of July 31, investment in
199 4 terms of shares
on July 31, 199 4

Fidelity New Millennium Fund $ 11.59 86.281

Fidelity Growth Company Fund $ 27.53 36.324

Fidelity Emerging Growth Fund $ 15.40 64.935

For example, Fidelity New Millennium Fund shareholders would have
approximately 138 % greater voting power than Fidelity Growth Company
Fund shareholders because at current NAVs, a $1,000 investment in Fidelity
New Millennium Fund would equal 86.281 shares whereas a $1,000 investment
in Fidelity Growth Company Fund would equal 36.324 shares.
Accordingly, a one - share, one-vote system may provide certain
shareholders with a disproportionate ability to affect the vote relative to
shareholders of other funds in the trust. If dollar-based voting had been
in effect, each shareholder would have had 1,000 voting shares. Their
voting power would be proportionate to their economic interest ,
which FMR believes is a more equitable result, and is the result in a
typical corporation where at any point in time each voting share generally
has an equal market price .
On matters requiring trust-wide votes where all funds are required to
vote, shareholders who own shares with a lower NAV than other funds in the
trust would be giving other shareholders in the trust more voting "power"
than they currently have. On matters affecting only one fund, only
shareholders of that fund vote on the issue. In this instance, under both
the current Declaration of Trust and an amended Declaration of Trust, all
shareholders of the fund would have the same voting rights, since the NAV
is the same for all shares in a single fund.
AMENDMENT TO THE DECLARATION OF TRUST. Article VIII, Section 1 determines
the method of calculating voting rights for all shareholder votes for a
fund. If approved, Article VIII, Section 1 will be amended as follows
(material to be added is underlined and material to be deleted is
[bracketed]):
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
VOTING POWERS
Section 1. The Shareholders shall have power to vote... On any matter
submitted to a vote of the Shareholders, all shares shall be voted by
individual Series, except (i) when required by the 1940 Act, Shares shall
be voted in the aggregate and not by individual Series; and (ii) when the
Trustees have determined that the matter affects only the interests of one
or more Series, then only the Shareholders of such Series shall be entitled
to vote thereon. [Each whole Share shall be entitled to one vote as to any
matter on which it is entitled to vote, and each fractional Share shall be
entitled to a proportionate fractional vote.] A S hareholder of each
Series shall be entitled to one vote for each dollar of net asset value
(number of Shares owned times net asset value per share ) of such
Series, on any matter on which such Shareholder is entitled to vote and
each fractional dollar amount shall be entitled to a proportionate
fractional vote. There shall be no cumulative voting in the election of
Trustees. Shares may be voted in person or by proxy. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and may take
any action required or permitted by law, this Declaration of Trust or any
Bylaws of Trust to be taken by Shareholders.
CONCLUSION. If approved, the amendment will take effect immediately after
the shareholder meeting or after any adjournments thereof. The Trustees
believe the proposed amendment will benefit the trust by bringing greater
equality in voting rights among all shareholders of the trust. The Trustees
recommend that shareholders vote FOR the proposed amendment to the
Declaration of Trust. If the amendment is not approved, the Declaration of
Trust's current section entitled "Voting Powers" will remain unchanged.
4. TO AMEND THE DECLARATION OF TRUST REGARDING SHAREHOLDER NOTIFICATION OF
APPOINTMENT OF TRUSTEES.
The trust's Declaration of Trust provides that in the case of a vacancy on
the Board of Trustees, the remaining Trustees shall fill the vacancy by
appointing a person they, in their discretion, see fit consistent with the
limitations of the 1940 Act. Section 16 of the 1940 Act states that a
vacancy may be filled by the Trustees, if after filling the vacancy, at
least two-thirds of the Trustees then holding office were elected by the
outstanding shareholders of the trust. It also states that if at any time
less than 50% of the Trustees were elected by shareholders, a shareholder
meeting must be called within 60 days for the purposes of electing Trustees
to fill the existing vacancies.
The Declaration of Trust currently requires that within three months of a
Trustee appointment, notification of such be mailed to each shareholder of
the trust. Trustees also may appoint a Trustee in anticipation of a current
Trustee's retirement or resignation, or in the event of an increase in the
number of Trustees. An appointment in this case currently requires
shareholder notification within three months of the appointment under the
current Declaration of Trust.
Subject to shareholder approval, the Trustees intend to eliminate the
notification requirement from the Trust's Declaration of Trust. The
language to be deleted from the Declaration of Trust is [bracketed].
ARTICLE IV
THE TRUSTEES

RESIGNATION AND APPOINTMENT OF TRUSTEES
Section 4. In case of the declination, death, resignation, retirement,
removal, incapacity, or inability of any of the Trustees, or in case a
vacancy shall, by reason of an increase in number, or for any other reason,
exist, the remaining Trustees shall fill such vacancy by appointing such
other person as they in their discretion shall see fit consistent with the
limitations under the 1940 Act. Such appointment shall be evidenced by a
written instrument signed by a majority of the Trustees in office or by
recording in the records of the Trust, whereupon the appointment shall take
effect. [Within three months of such appointment the Trustees shall cause
notice of such appointment to be mailed to each Shareholder at his address
as recorded on the books of the trust.] An appointment of a Trustee may be
made by the Trustees then in office [and notice thereof mailed to
Shareholders as aforesaid] in anticipation of a vacancy to occur by reason
of retirement, resignation or increase in number of Trustees effective at a
later date, provided that said appointment shall become effective only at
or after the effective date of said retirement, resignation or increase in
number of Trustees. As soon as any Trustee so appointed shall have accepted
this trust, the trust estate shall vest in the new Trustee or Trustees,
together with the continuing Trustees, without any further act or
conveyance, and he shall be deemed a Trustee hereunder. The power of
appointment is subject to the provisions of Section 16 (a) of the 1940 Act.
Notifying a trust's shareholders in the event of an appointment of a
Trustee is not required by any federal or state law. Such notification to
all shareholders of a trust is costly to the funds of the trust. If
the proposal is approved, shareholders will be notified of Trustee
appointments in the next financial report for the fund. Other than
eliminating the notification requirement, this proposal does not amend any
other aspect of Trustee resignation or appointment.
CONCLUSION. The Board of Trustees has concluded that the proposed
elimination of the Declaration of Trust's shareholder notification
requirement in the event of an appointment of a Trustee is in the best
interests of the trust's shareholders. The Trustees recommend voting FOR
the proposed amendment. If the proposal is not approved, the Declaration of
Trust's current section entitled "Resignation and Appointment of Trustees"
will remain unchanged.
5. TO AMEND THE DECLARATION OF TRUST TO PROVIDE EACH FUND WITH THE ABILITY
TO INVEST ALL OF ITS ASSETS IN ANOTHER OPEN-END INVESTMENT COMPANY WITH
SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE AND POLICIES.
The Board of Trustees has approved, and recommends that shareholders of
the funds approve, a proposal to amend Article V, Section 1 of the
Declaration of Trust to clarify that the Trustees may authorize the
investment of all of a fund's assets in another open-end investment company
with substantially the same investment objective and policies ("Pooled Fund
Structure"). The purpose of the Pooled Fund Structure is to achieve
operational efficiencies by consolidating portfolio management while
maintaining different distribution and servicing structures. In order to
implement a Pooled Fund Structure, both the Declaration of Trust and the
funds' policies must permit the structure. Currently, each fund's policies
do not allow for such investments. Proposal 6 on page 15 seeks each fund's
shareholder approval to adopt a fundamental investment policy to permit
investment in another open-end investment company. This proposal, which
amends the Declaration of Trust, clarifies the Board's ability to implement
the Pooled Fund Structure if a fund's policies permit it.
BACKGROUND. A number of mutual funds have developed so-called
"master-feeder" fund structures under which several "feeder" funds invest
all of their assets in a single pooled investment, or "master" fund. For
example, an institutional equity fund with a high initial minimum
investment amount for large investors might pool its investments with a
retail equity fund designed for investors with lower minimums. This
structure allows several feeder funds with substantially the same objective
but different distribution and servicing features to combine their
investments and manage them as one master pool instead of managing them
separately. The feeder funds combine their investments by investing all of
their assets in one master pooled fund which would be organized as an
open-end management investment company (mutual fund). (Each feeder fund
invested in a single master pooled investment retains its own
characteristics, but is able to achieve operational efficiencies through
investing together with the other feeder funds in the Pooled Fund
Structure.) The current Declaration of Trust does not specifically provide
the Trustees the ability to authorize the Pooled Fund Structure.
REASON FOR THE PROPOSAL. FMR and the Board of Trustees continually review
methods of structuring mutual funds to take maximum advantage of potential
efficiencies. While neither FMR nor the Trustees has determined that a fund
should invest in a Pooled Fund, the Trustees believe it could be in the
best interest of each fund to adopt such a structure at a future date. If
this proposal is approved, the Declaration of Trust amendment would provide
the Trustees with the power to authorize a fund to invest all of its assets
in a single open-end investment company. The Trustees will authorize such a
transaction only if a Pooled Fund Structure is permitted under a fund's
investment policies (see Proposal 6), if they determine that a Pooled Fund
Structure is in the best interest of a fund, and if, upon advice of
counsel, they determine that the investment will not have material adverse
tax consequences to the fund or its shareholders. The Trustees will
specifically consider the impact, if any, on fees paid by the fund as a
result of adopting a Pooled Fund Structure. Although the current
Declaration of Trust does not contain any explicit prohibition against
implementing a Pooled Fund Structure, the specific authority is being
sought in the event the Trustees deem it appropriate to adopt a Pooled Fund
Structure in the future.
AMENDMENT TO THE DECLARATION OF TRUST. If the proposal is approved,
Article V, Section 1 of the Declaration of Trust will be amended as
follows: (material to be added is underlined):
"Subject to any applicable limitation in the Declaration of Trust or the
Bylaws of the Trust, the Trustees shall have the power and authority:
....(t) Notwithstanding any other provision hereof, to invest all of the
assets of any S eries in a single open-end investment company,
including investment by means of transfer of such assets in exchange for an
interest or interests in such investment company;"
CONCLUSION. The Trustees believe the proposed amendment will benefit the
funds by providing the Trustees with the flexibility to adopt a Pooled Fund
Structure in the future if permitted by a fund's investment policies and if
the Trustees determine it to be in the best interest of the fund. The
Trustees recommend that shareholders vote FOR the proposed amendment to the
Declaration of Trust. If approved, the amendment to the Declaration of
Trust will take effect immediately after the shareholder meeting or any
adjournments thereof. If the proposal is not approved, Article V, Section 1
of the Declaration of Trust will remain unchanged.
6. TO ADOPT A NEW FUNDAMENTAL INVESTMENT POLICY FOR EACH FUND PERMITTING A
FUND TO INVEST ALL OF ITS ASSETS IN ANOTHER OPEN-END INVESTMENT COMPANY
WITH SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE AND POLICIES.
The Board of Trustees has approved, and recommends that shareholders of
each fund approve, the adoption of a new fundamental investment
policy that would permit each fund to invest all of its assets in another
open-end investment company with substantially the same investment
objective and policies ("Pooled Fund Structure"). The purpose of pooling
would be to achieve operational efficiencies by consolidating portfolio
management while maintaining different distribution and servicing
structures.
BACKGROUND. A number of mutual funds have developed so-called
"master-feeder" fund structures under which several "feeder" funds invest
all of their assets in a single pooled "master" fund. In order to implement
a Pooled Fund Structure, an amendment to the Declaration of Trust is
proposed, as is the adoption of a new fundamental investment policy.
Proposal 5 proposes to amend the Declaration of Trust, and if approved,
would allow the Trustees to authorize the conversion to a Pooled Fund
Structure when permitted by a fund's policies. This proposal would add a
fundamental policy for each fund that permits a Pooled Fund Structure.
REASON FOR THE PROPOSAL. FMR and the Board of Trustees continually review
methods of structuring mutual funds to take advantage of potential
efficiencies. While neither the Board nor FMR has determined that a fund
should invest in a master fund, the Trustees believe it could be in the
best interests of each fund to adopt such a structure at a future date.
At present, certain of each fund's fundamental investment policies and
limitations would prevent a fund from investing all of its assets in
another investment company, and would require a vote of shareholders before
such a structure could be adopted. To avoid the costs associated with a
subsequent shareholder meeting, the Trustees recommend that shareholders
vote to permit each fund's assets to be invested in a single Pooled Fund,
without a further vote of shareholders, if the Trustees determine that
action to be in the best interests of a fund and its shareholders. Approval
of Proposal 5 provides the Trustees with explicit authority to approve a
Pooled Fund Structure. If shareholders approve this proposal, certain
fundamental and non-fundamental policies and limitations of each fund that
currently prohibit investment in shares of one investment company would be
modified to permit the investment in a Pooled Fund. These policies include
each fund's limitations on a fund acting as underwriter, that no more than
25% of a fund's total assets be invested in any one industry and, for
Fidelity Growth Company Fund, investing more than 25% of its total assets
in one issuer.
DISCUSSION. FMR may manage a number of mutual funds with similar
investment objectives, policies, and limitations but with different
features and services (Comparable Funds). Were these Comparable Funds to
pool their assets, operational efficiencies could be achieved, offering the
opportunity to reduce costs. Similarly, FMR anticipates that a Pooled Fund
Structure would facilitate the introduction of new Fidelity mutual funds,
increasing the investment options available to shareholders.
Each fund's method of operation and shareholder services would not be
materially affected by its investment in a Pooled Fund, except that the
assets of a fund would be managed as part of a larger pool. Were a fund to
invest all of its assets in a Pooled Fund, it would hold only a single
investment security, and the Pooled Fund would directly invest in
individual securities pursuant to its investment objective. The Pooled Fund
would be managed by FMR or an affiliate, such as FMR Texas in the case of a
money market fund. The Trustees would retain the right to withdraw a fund's
investments from a Pooled Fund at any time and would do so if the Pooled
Fund's investment objective and policies were no longer appropriate for the
fund. The fund would then resume investing directly in individual
securities as it does currently. Whenever a fund is asked to vote at a
shareholder meeting of the Pooled Fund, the fund will hold a meeting of its
shareholders if required by applicable law or the fund's policies to vote
on the matters to be considered at the Pooled Fund's shareholder meeting.
The fund will cast its votes at the Pooled Fund 's meeting in the
same proportion as the fund's shareholders voted at theirs. The fund would
otherwise continue its normal operations.
At present, the Trustees have not considered any specific proposal to
authorize pooling of assets. The Trustees will authorize investing each
fund's assets in a Pooled Fund only if they determine that pooling is in
the best interests of the fund and if, upon advice of counsel, they
determine that the investment will not have material adverse tax
consequences to the fund or its shareholders. In determining whether to
invest in a Pooled Fund, the Trustees will consider, among other things,
the opportunity to reduce costs and to achieve operational efficiencies.
The Trustees will not authorize investment in a Pooled Fund if doing so
would materially increase costs (including fees) to shareholders.
FMR intends to seek federal and state regulatory approval in order to
allow the Fidelity funds to invest in Pooled Funds. There is, of course, no
assurance that all necessary regulatory approvals will be obtained, or that
cost reductions or increased efficiencies will be achieved.
FMR may benefit from the use of a Pooled Fund s tructure if overall
assets are increased (since FMR's fees are based on assets). Also, FMR's
expenses of providing investment and other services to each fund may be
reduced. If a fund's investment in a Pooled Fund were to reduce FMR's
expenses materially, the Trustees would consider whether a reduction in
FMR's management fee would be appropriate if and when a Pooled Fund
Structure is implemented.
PROPOSED FUNDAMENTAL POLICY. To allow each fund to invest in a Pooled Fund
at a future date, the Trustees recommend that each fund adopt the following
fundamental policy:
"The fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental
investment objective, policies, and limitations as the fund."
If the proposal is adopted, the Trustees intend to adopt a non-fundamental
investment limitation for each fund which states:
"The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund."
CONCLUSION. The Board of Trustees recommends that each fund's shareholders
vote to adopt a new fundamental policy that would permit each fund, subject
to future review by the Board of Trustees as described above, to invest all
of its assets in an open-end investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund. If
the proposal is not adopted, each fund's current fundamental investment
policies will remain unchanged with respect to potential investment in
Pooled Funds.
7. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR EACH FUND.
The Board of Trustees has approved, and recommends that shareholders of
each fund approve, a proposal to amend the fund's management contract with
FMR (the Amended Contract). The proposal would modify the management fee
that FMR receives from each fund to provide for lower fees when FMR's
assets under management exceed certain levels. THE AMENDED CONTRACT WILL
RESULT IN A MANAGEMENT FEE THAT IS THE SAME AS, OR LOWER THAN, THE FEE
PAYABLE UNDER THE PRESENT MANAGEMENT CONTRACT (THE PRESENT CONTRACT).
PROPOSED AMENDMENT TO THE PRESENT MANAGEMENT CONTRACT. A copy of the
Amended Contract, marked to indicate the proposed amendment, is supplied as
Exhibit 1 on page . Except for the amendment to the management fee
it is substantially identical to the Present Contract. (For a detailed
discussion of the fund's Present Contract, refer to the section entitled
"Present Management Contract s " beginning on page . ) If
approved by shareholders, the Amended Contract will take effect on December
1, 1994 (or, if later, the first day of the first month following approval)
and will remain in effect through July 31, 1995 and thereafter subject to
continuation by the Board of Trustees. If the Amended Contract is not
approved, the Present Contract will continue in effect through July 31,
1995, and thereafter subject to continuation by the Board of Trustees.
The management fee is an annual percentage of a fund's average net assets,
calculated and paid monthly. The percentage is the sum of two components: a
basic fee rate and a performance adjustment. The basic fee rate is the sum
of a group fee rate, which varies according to assets under management by
FMR, and a fixed individual fund fee rate. The group fee rate schedule in
the current contract for Fidelity New Millennium Fund and Fidelity Emerging
Growth Fund includes group fee rate breakpoints for group net assets up to
$ 174 billion. For Fidelity Growth Company Fund, the group fee rate
schedule in the current contract includes group fee rate breakpoints for
group net assets up to $ 102 billion. The proposal would modify the
group fee rate by providing for lower fee rates if assets under management
by FMR remain above these levels.
MODIFICATION TO GROUP FEE RATE. The group fee rate varies based on the
aggregate net assets of all registered investment companies having
management contracts with FMR. As group net assets increase, the group fee
rate declines. The Amended Contract would not change the group fee
calculation for group net assets of $210 billion or less for Fidelity New
Millennium Fund and Fidelity Emerging Growth Fund or $138 billion or less
for Fidelity Growth Company Fund. Above these levels of group net assets,
the effective annual group fee rate declines under both contracts, but
under the Amended Contract, it declines faster. The Amended Contract has
smaller increments in each breakpoint and the fee rate charged in each
breakpoint is lower. Group fee rates that are lower than those contained in
the funds' Present Contracts have been voluntarily implemented at various
times by FMR. On January 1, 1992, November 1, 1993, and August 1, 1994, FMR
voluntarily implemented lower group fee rates.
The group fee rate is calculated according to a graduated fee schedule
providing for different rates for different levels of group net assets. The
rate at which the fee declines is determined by fee "breakpoints" that
provide for lower fees when assets increase. For Fidelity New Millennium
Fund and Fidelity Emerging Growth Fund, the Amended Contract would add
six new fee breakpoints for group asset levels above $210 billion.
The Amended Contract for Fidelity Growth Company Fund would add
eight breakpoints for group assets above $138 billion. The new
breakpoints are illustrated in the table s below. (For an explanation
of how these breakpoints are factored into the fee calculation, see the
section entitled "Present Management Contract s " beginning on page
.)
The result at various levels of group net assets is illustrated by the
table below.
NEW MILLENNIUM AND EMERGING GROWTH ONLY:
GROUP FEE RATE BREAKPOINTS
Present Contract Amended Contract

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Group
Present
Average Group
Amended

Assets
Contract* Assets
Contract
($ billions) ($ billions)

</TABLE>

138-174 .3050% 138-174 .3050%

over 174 .3000% 174-210 .3000%

210-246 .2950%

246-282 .2900%

282-318 .2850%

318-354 .2800%

354-390 .2750%

over 390 .2700%

GROWTH COMPANY ONLY:
GROUP FEE RATE BREAKPOINTS

Present Contract Amended Contract

Average Group Present Average Group Amended
Assets Contract** Assets Contract
($ billions) ($ billions)

84-102 .3150% 84-102 .3150%

over 102 .3100% 102-138 .3100%

138-174 .3050%

174-210 .3000%

210-246 .2950%

246-282 .2900%

282-318 .2850%

318-354 .2800%

354-390 .2750%

over 390 .2700%

ALL PORTFOLIOS:
EFFECTIVE ANNUAL GROUP FEE RATES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Group Net Present Present Amended
Assets Contract *(dagger) Contract * *(dagger)(dagger) Contract
($ billions)

150 .3371% .3375% .3371%

200 .3284% .3306% .3284%

250 .3227% .3265% .3219%

300 .3190% .3238% .3163%

350 .3162% .3218% .3113%

400 .3142% .3203% .3067%

</TABLE>

* Does not reflect voluntary adoption of extended group fee rate schedules
by FMR on November 1, 1993, and August 1, 1994.
** Does not reflect voluntary adoption of extended group fee rate schedules
by FMR on January 1, 1992, November 1, 1993, and August 1, 1994.
(dagger) New Millennium and Emerging Growth
(dagger)(dagger) Growth Company
Average group net assets for July, 1994 were approximately $258 billion.
The funds' annual individual fund fee rates are .35% of average net assets
for Fidelity New Millennium Fund and Fidelity Emerging Growth Fund and .30%
for Fidelity Growth Company Fund. The sum of the group fee rate and the
individual fund fee rate is referred to as a fund's basic fee rate.
One-twelfth (1/12) of this annual basic fee rate is applied to the fund's
average net assets for the current month, resulting in a dollar amount
which is the basic fee for that month.
The basic fee is subject to an upward or downward adjustment, depending on
whether the fund's investment performance exceeds or is exceeded by the
Standard & Poor's Composite Index of 500 Stocks ("S&P 500")
(Fidelity New Millennium Fund and Fidelity Growth Company Fund) and the
Russell 2000 Index (Fidelity Emerging Growth Fund) over the same period.
The performance period consists of the most recent month plus the previous
35 months. Each percentage point of difference calculated to the nearest 1%
(up to a maximum difference of + 10) is multiplied by a performance
adjustment rate of .02%. The maximum annualized adjustment rate is + .20%.
This performance comparison is made at the end of each month. One twelfth
of this rate is applied to the average daily net assets for the fund over
the entire performance period, giving a dollar amount which is added to or
subtracted from the basic fee.
COMPARISON OF MANAGEMENT FEES AND TOTAL EXPENSES. The following table
compares each fund's basic fee rate under the terms of the Present Contract
and the Amended Contract for July 1994 average group net assets of
$258 billion.
Present Contract Amended Contract
Basic Fee Rate* Basic Fee Rate

Fidelity New Millennium .6721% .6709%
Fund

Fidelity Growth Company .6260% .6209%
Fund

Fidelity Emerging Growth .6721% .6709%
Fund

The basic fee rate will remain the same under both the Present Contract
and the Amended Contract until group net assets exceed $138 billion for
Growth Company, and $210 billion for New Millennium and Emerging Growth, at
which points, the basic fee rate under the Amended Contract begins to
decline relative to the Present Contract. The following table compares each
fund's management fee, including the performance adjustment and total
expense ratio, under the terms of the Present and Amended
Contract s for the fiscal period ended November 30, 1993 ,
to the fees and expenses each fund would have incurred if the Amended
Contract had been in effect .
Present Contract * Amended Contract

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Manageme Total Manageme Total
nt Expense nt Fee Expense
Fee Ratio (000's) Ratio
(000's)

Fidelity New $ 1,176 1.32 % ** $ 1,176 1.32 % **
Millennium
Fund(dagger)

Fidelity Growth $ 15,859 1.07 % $ 15,812 1.07 %
Company Fund

Fidelity Emerging $ 4,987 1.19 % $ 4,987 1.19 %
Growth Fund

</TABLE>

* Does not reflect voluntary adoption of extended group fee rate schedule.
** Annualized.
(dagger) From December 28, 1992 (commencement of operations).
MATTERS CONSIDERED BY THE BOARD OF TRUSTEES. The non-interested Trustees
recommended in 1991, 1993, and again in 1994, that the existing
group fee be reconsidered in light of the significant growth in the assets
of funds advised by FMR. The Combined Committee, a standing Committee of
the Board composed solely of non-interested Trustees, and the Board
considered revisions to the group fee component of the management fee on
various occasions during 1991 , 1993 and 1994.
FMR provided substantial information to the Trustees to assist them
in their deliberations. In addition, the Committee requested and
reviewed additional data, including analyses prepared by independent
counsel to both the funds and the non-interested Trustees. In unanimously
approving the proposed contract and recommending its approval by
shareholders, the Trustees of the funds, including the Independent
Trustees, considering the best interests of shareholders of the funds, took
into account all factors they deemed relevant. The factors considered by
the Independent Trustees included the nature, quality, and extent of the
services furnished by FMR to the funds; the necessity of FMR maintaining
and enhancing its ability to retain and attract high caliber personnel to
serve the funds; the increased complexity of the domestic and international
securities markets; the investment record of FMR in managing the funds;
extensive financial, personnel, and structural information as to the
Fidelity organization, including the revenues and expenses of FMR, and
Fidelity Service Co. (FSC, the funds' transfer, shareholder servicing, and
pricing and bookkeeping agent) relating to their mutual fund activities;
whether economies of scale were demonstrated in connection with FMR's
provision of investment management and shareholder services as assets
increased; data on investment performance, management fees and expense
ratios of competitive funds and other Fidelity funds; FMR's expenditures in
developing enhanced shareholder services for the funds; enhancements in the
quality and scope of the shareholder services provided to the funds'
shareholders; the fees charged and services offered by an affiliate of FMR
for providing investment management services to non-investment company
accounts; and possible "spin-off" benefits to FMR from serving as manager
and from affiliates of FMR serving as principal underwriter and transfer
agent of the funds.
CONCLUSION, ACTION OF THE BOARD OF TRUSTEES, AND RECOMMENDED SHAREHOLDER
ACTION. Based on its evaluation of the extensive materials presented and
assisted by the advice of independent counsel, the Board of Trustees
concluded (i) that the existing management fee rate structure is fair and
reasonable and (ii) that the proposed reduction in the group fee rate
structure is in the best interest of each fund's shareholders. The Board of
Trustees voted to approve the submission of the Amended Contract to
shareholders of the funds and recommends that shareholders of each fund
vote FOR the Amended Contract.
8. TO APPROVE A NEW SUB-ADVISORY AGREEMENT WITH FMR FAR EAST FOR EACH
FUND.
In conjunction with its portfolio management responsibilities on behalf of
Fidelity New Millennium Fund, Fidelity Growth Company Fund, and Fidelity
Emerging Growth Fund, FMR has entered into sub-advisory agreements with
affiliates whose offices are geographically dispersed around the world. To
strengthen and coordinate these relationships, the Board of Trustees
proposes that shareholders of each fund approve a new sub-advisory
agreement (the proposed agreement) between Fidelity Management & Research
Far East Inc. (FMR Far East) and FMR on behalf of each fund to replace
FMR's existing agreement with FMR Far East. The proposed agreement would
allow FMR not only to receive investment advice and research services from
FMR Far East, but also would permit FMR to grant FMR Far East investment
management authority, as well as the authority to buy and sell securities
if FMR believes it would be beneficial to each fund and its shareholders.
Because FMR pays all of FMR Far East's fees, the proposed agreement would
not affect the fees paid by each fund to FMR.
On March 9, 1994, the Board of Trustees agreed to submit the proposed
agreement to shareholders of each fund pursuant to a unanimous vote of both
the full Board of Trustees and those Trustees who were not "interested
persons" of the trust or FMR. If approved by shareholders, the proposed
agreement will replace the sub-advisory agreement currently in effect with
respect to each fund (the current agreement). The current agreement for
Fidelity New Millennium Fund, dated September 17, 1992, was approved by the
Board of Trustees prior to the fund's commencement of operations, and was
approved by FMR, then sole shareholder of the fund on September 28, 1992.
The current agreements for Fidelity Growth Company Fund and Fidelity
Emerging Growth Fund, dated December 1, 1989 and January 1, 1992,
respectively, were approved by the funds ' shareholders on
November 15, 1989 and December 11, 1991, respectively. A form of the
proposed agreement for the funds is attached to this proxy statement as
Exhibit 2.
FMR Far East, with its principal office in Tokyo, is a wholly-owned
subsidiary of FMR established in 1986 to provide investment research to FMR
with respect to foreign securities. This research complements other
research on foreign securities produced by FMR's U.S.-based research
analysts and portfolio managers, or obtained from broker-dealers or other
sources.
FMR Far East may also provide investment advisory services to FMR with
respect to other investment companies for which FMR serves as investment
adviser, and to other clients. Currently, FMR Far East's only client other
than FMR is Fidelity International Limited (FIL), an affiliate of FMR
organized under the laws of Bermuda. FIL provides investment advisory
services to non-U.S. investment companies and institutional investors
investing in securities of issuers throughout the world. Edward C. Johnson
3d, President and a Trustee of the trust, is Chairman and a Director of FMR
Far East, Chairman, and a Director of FIL, and a principal stockholder of
both FIL and FMR. For more information on FMR Far East, see the section
entitled "Activities and Management of FMR U.K. and FMR Far East" on
page .
Under each fund's current agreement, FMR Far East acts as an
investment consultant to FMR and supplies FMR with investment research
information and portfolio management advice as FMR reasonably requests on
behalf of each fund. FMR Far East provides investment advice and research
services with respect to issuers located outside of the United States,
focusing primarily on companies based in the Far East. Under the current
agreements with FMR Far East, FMR, NOT EACH FUND, pays FMR Far East's fee
equal to 105% of its costs incurred in connection with the agreement.
For the fiscal periods ended November 30, 1993, 1992, and 1991, FMR paid
FMR Far East on behalf of each fund as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Fund Fees Paid by FMR to FMR Far East

1993 1992 1991

Fidelity New Millennium $ 5,212* $ -- $ --
Fund

Fidelity Growth Company $ 42,906 $ 4,095 $ 900
Fund

Fidelity Emerging Growth $ 23,550 $ 72 $ 900**
Fund

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Fund Fees Paid by FMR to FMR U.K.

1993 1992 1991

Fidelity New Millennium $ 3,320* $ -- $ --
Fund

Fidelity Growth Company $ 27,818 $ 4,855 $ 900
Fund

Fidelity Emerging Growth $ 15,199 $ 80 $ 830**
Fund

</TABLE>

* From December 28, 1992 (commencement of operations).
** From December 28, 1990 (commencement of operations).
Although FMR employees are expected to consult regularly with FMR U.K.,
under the current agreement, FMR U.K. has no authority to make investment
decisions on behalf of the funds. Under each proposed agreement, FMR would
continue to receive investment advice from FMR U.K., but it could also
grant investment management authority with respect to all or a portion of
each fund's assets to FMR U.K. If FMR U.K. were to exercise investment
management authority on behalf of a fund, it would be required, subject to
the supervision of FMR, to direct the investments of the fund in accordance
with the fund's investment objective, policies, and limitations as provided
in each fund's Prospectus or other governing instruments and such other
limitations as each fund may impose by notice in writing to FMR or FMR U.K.
If FMR grants investment management authority to FMR U.K. with respect to
all or a portion of a fund's assets, FMR U.K. would be authorized to buy or
sell stocks, bonds, and other securities for the fund subject to the
overall supervision of FMR and the Board of Trustees. In addition, each
proposed agreement would authorize FMR to delegate other investment
management services to FMR U.K., including, but not limited to, currency
management services (including buying and selling currency options and
entering into currency forward and futures contracts on behalf of each
fund), other transactions in futures contracts and options, and borrowing
or lending portfolio securities. If any of these investment management
services were delegated, FMR U.K. would continue to be subject to the
control and direction of FMR and the Board of Trustees and to be bound by
the investment objective, policies, and limitations of each fund. If
granted investment management authority, FMR U.K. would also execute orders
to purchase and sell securities as described in the "Portfolio
Transactions" section on page .
Allowing FMR to grant investment management authority to FMR U.K. would
provide FMR increased flexibility in the assignment of portfolio managers
and give each fund access to managers located abroad who may have more
specialized expertise with respect to local companies and markets.
Additionally, the Trustees believe that each fund and its shareholders may
benefit from giving FMR, through FMR U.K., the ability to execute portfolio
transactions from points in Europe that are physically closer to foreign
issuers and the primary markets in which their securities are traded.
Increasing FMR's proximity to foreign markets should enable each fund to
participate more readily in full trading sessions on foreign exchanges, and
to react more quickly to changing market conditions.
THE PROPOSED AGREEMENTS WOULD NOT INCREASE THE FEES PAID TO FMR BY EACH
FUND. The fees paid by FMR to FMR U.K. for investment advice as described
above would remain unchanged. However, to the extent that FMR granted
investment management authority to FMR U.K., FMR would pay FMR U.K. 50% of
its monthly management fee with respect to the average net assets managed
on a discretionary basis by FMR U.K. for investment management and
portfolio execution services.
If approved by shareholders, each proposed agreement would take affect on
December 1, 1994 (or, if later, the first day of the first month following
approval) and would continue in force until July 31, 1995 and from year to
year thereafter, but only as long as its continuance was approved at least
annually by (i) the vote, cast in person at a meeting called for the
purpose, of a majority of those Trustees who are not "interested persons"
of the trust or FMR and (ii) the vote of either a majority of the Trustees
or by the vote of a majority of the outstanding shares of each fund.
The proposed agreement could be transferred to a successor of FMR U.K.
without resulting in its termination and without shareholder approval, as
long as the transfer did not constitute an assignment under applicable
securities regulations. The proposed agreement would be terminable on 60
days' written notice by either party to the agreement and the proposed
agreement would terminate automatically in the event of its assignment.
CONCLUSION. The Board of Trustees unanimously recommends that shareholders
of each fund vote FOR the proposed agreement. If a proposed agreement is
not approved by shareholders of a fund, FMR's current agreement on behalf
of that fund will continue in effect.
10. TO ELIMINATE FIDELITY GROWTH COMPANY FUND'S FUNDAMENTAL INVESTMENT
POLICY CONCERNING INVESTMENT FOR TEMPORARY DEFENSIVE PURPOSES.
Fidelity Growth Company Fund's current fundamental policy concerning
investment for temporary defensive purposes is as follows:
"If, in FMR's opinion, market conditions are such that a more conservative
approach to investment is deemed desirable, then the fund may temporarily
make substantial investments in fixed-income obligations of all types
(including U.S. government obligations and repurchase agreements)."
The Trustees recommend that shareholders of the fund vote to eliminate the
above fundamental investment policy. If the proposal is approved, the
Trustees intend to replace the current fundamental policy with a
non-fundamental policy that could be changed without a vote of
shareholders. The proposed non-fundamental policy is set forth below, with
a brief analysis of the substantive differences between it and the current
policy.
"The fund reserves the right to invest without limitation in preferred
stocks and investment-grade debt instruments for temporary, defensive
purposes."
Mutual funds are permitted, for temporary defensive purposes, to invest
substantially in investments that fall outside of the fund's normal
investment parameters. Temporary defensive policies essentially permit
mutual funds to invest more conservatively than they otherwise would when
market conditions warrant. The primary purpose of the proposal is to
replace the fund's current temporary defensive policy with one which is
expected to become the standard for all Fidelity equity funds.
The proposed policy would add preferred stocks as possible investments for
temporary defensive purposes. The fund normally invests in common stocks.
Preferred stocks generally are considered to be more conservative than
common stocks since many pay a fixed dividend, and in the event that a
corporation is liquidated, creditors and owners of bonds and preferred
stock take precedence over the claims of common stock owners.
The current temporary defensive policy explicitly mentions U.S. government
obligations and repurchase agreements. The proposed policy will continue to
allow for investments in these types of obligations, but will no longer
mention them explicitly.
The fund's current policy allows for investments in fixed - income
obligations of all types, regardless of the quality of the obligation. A
temporary defensive policy is designed to allow a fund to invest more
conservatively. Since, under normal conditions, the fund may only invest 5%
of its assets in lower-quality instruments, the proposed policy, which
allows the fund to invest in investment-grade-quality debt instruments, is
unlikely to have any effect on the way the fund would invest for temporary
defensive purposes.
Although elimination of the fund's fundamental policy on investing for
temporary defensive purposes is unlikely to affect the way it invests at
this time, the Board of Trustees believes that efforts to standardize the
fund's temporary defensive investment policy will facilitate FMR's
investment compliance efforts and are in the best interests of
shareholders.
CONCLUSION. The Board of Trustees recommends that shareholders vote FOR
the proposal to eliminate the fund's fundamental investment policy
regarding investment for temporary defensive purposes. If approved, the
proposed non-fundamental policy will take effect immediately. If the
proposal is not approved, the fund's current fundamental policy will remain
unchanged.
11. TO REPLACE FIDELITY GROWTH COMPANY FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING DIVERSIFICATION WITH A FUNDAMENTAL DIVERSIFICATION
LIMITATION PERMITTING INCREASED INVESTMENTS IN SECURITIES OF ANY SINGLE
ISSUER.
The fund's current fundamental investment limitation regarding
diversification states:
"The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed by the government of the United States,
its agencies, or instrumentalities) if, as a result thereof, (a) more than
5% of the fund's total assets (taken at current value) would be invested in
the securities of such issuer, or (b) the fund would own more than 10% of
the outstanding voting securities of such issuer."
Subject to shareholder approval, the Trustees intend to replace this
limitation with the following fundamental investment limitation regarding
diversification:
"The fund may not, with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, (a) more than 5% of the fund's total
assets would be invested in the securities of that issuer, or (b) the fund
would hold more than 10% of the outstanding voting securities of that
issuer."
The Trustees recommend that shareholders approve the limitation to permit
the fund to invest more than 5% of its total assets in the securities of
one or more issuers and to hold more than 10% of the voting securities of
one or more issuers. Subject to certain statutory exceptions for securities
of the U.S. government and its agencies and instrumentalities, this
increased investment flexibility will be confined to 25% of the fund's
total assets. The current 5% limitation applicable to purchases of
securities of a single issuer and 10% limitation applicable to purchases of
voting securities of a single issuer will remain in effect with respect to
75% of the fund's total assets.
Certain state securities regulations (Blue Sky regulations) at one time
prohibited a fund from registering shares for sale if the fund intended to
invest more than 5% of total assets in a single issuer or to hold more than
10% of the voting securities of a single issuer. The fund has fundamental
restrictions that incorporate these Blue Sky restrictions. Because the Blue
Sky regulations regarding these limitations have been eliminated,
shareholder approval is sought to permit the fund to invest a higher
proportion of its assets in securities issued by a single issuer and to
hold a higher proportion of voting securities of a single issuer.
If the proposal is approved, the fund would be required to invest 75% of
its total assets so that no more than 5% of total assets would be invested
in any one issuer, and so that the fund owned no more than 10% of the
voting securities of any such issuer. As to the remaining 25% of total
assets, there would be no fundamental investment limitation on the amount
of assets the fund could invest in any single issuer or the amount of
voting securities of a single issuer the fund could hold. This would permit
the fund, for example, to invest 25% of its total assets in a single
issuer's securities, or to invest 10% of its total assets in securities of
one issuer and 15% in securities of another issuer. The primary purpose of
the proposal is to give the fund greater investment flexibility by
permitting it to acquire larger positions in the securities of individual
issuers. FMR believes that this increased flexibility may provide
opportunities to enhance the fund's performance. At the same time,
investing a larger percentage of the fund's assets in a single issuer's
securities increases the fund's exposure to credit and other risks
associated with that issuer's financial condition and business operations,
including the risk of default on debt securities. FMR will only invest more
than 5% of the fund's total assets in an issuer's securities when it
believes the securities' potential return justifies accepting the risks
associated with the higher level of investment. FMR does not currently
expect that approval of this proposal will materially affect the way in
which the fund is managed with regard to the fund holding more than 10% of
the voting securities of an issuer.
If the proposal is approved, the new fundamental diversification
limitation could not be changed without a future vote of shareholders.
CONCLUSION. The Board of Trustees has concluded that the proposed
limitation will benefit the fund by providing more investment flexibility,
which may enhance fund performance. Accordingly, the Trustees recommend
that shareholders vote FOR the proposed limitation. The new limitation,
upon shareholder approval, will become effective immediately. If the
proposal is not approved, the fund's current limitation will remain
unchanged.
12. TO AMEND FIDELITY GROWTH COMPANY FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING REAL ESTATE.
Fidelity Growth Company Fund's fundamental investment limitation
concerning real estate currently states:
"The fund may not purchase or sell real estate (but this shall not prevent
the fund from investing in marketable securities issued by companies such
as real estate investment trusts which deal in real estate or interests
therein and participation interests in pools of real estate mortgage
loans)."
Subject to shareholder approval, the Trustees intend to replace this
fundamental investment limitation with the following fundamental investment
limitation governing purchases and sales of real estate:
"The fund may not purchase or sell real estate unless acquired as a result
of ownership of securities or other instruments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business)."
The primary purpose of the proposed amendment is to clarify the types of
securities in which the fund is authorized to invest and to conform the
fund's fundamental real estate limitation to a limitation that is expected
to become the standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" below .) If the proposal is
approved, the new fundamental real estate limitation may not be changed
without a future vote of shareholders.
Adoption of the proposed limitation concerning real estate is not expected
to significantly affect the way in which the fund is managed or the way in
which securities or instruments are selected for the fund. However, to the
extent that the fund invests to a greater extent in real estate related
securities, it will be subject to the risks of the real estate market. This
industry is sensitive to factors such as changes in real estate values and
property taxes, overbuilding, variations in rental income, and interest
rates. Performance could also be affected by the structure, cash flow, and
management skill of real estate companies.
The fund does not expect to acquire real estate. However, the proposed
limitation would clarify several points. First, the proposed limitation
would make it explicit that the fund may acquire a security or other
instrument that is secured by a mortgage or other right to foreclose on
real estate, in the event of a default. Second, the proposed limitation
would clarify the fact that the fund may invest without limitation in
securities issued or guaranteed by companies engaged in acquiring,
constructing, financing, developing, or operating real estate projects
(e.g., securities of issuers that develop various industrial, commercial,
or residential real estate projects such as factories, office buildings, or
apartments). Any investments in these securities or other instruments are,
of course, subject to the fund's investment objective and policies and to
other limitations regarding diversification and concentration in particular
industries. Also, the proposed limitation specifically permits the fund to
sell real estate acquired as a result of ownership of securities or other
instruments. However, in light of the types of securities in which the fund
regularly invests, FMR considers this to be a remote possibility. The
proposed limitation covers all types of real estate-related investments,
while the current limitation refers to "marketable" securities. Any
unmarketable investments will continue to be limited to 10% of net assets
by the fund's existing non-fundamental limitation.
CONCLUSION. The Board of Trustees has concluded that the adoption of the
proposed amendment will benefit the fund and its shareholders. The Trustees
recommend that shareholders of the fund vote FOR the proposed amendment.
The amended limitation, upon shareholder approval, will become effective
immediately. If the proposal is not approved, the fund's current limitation
will remain unchanged.
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS
The primary purpose of Proposals 13 through 22 is to revise several of the
funds' investment limitations to conform to limitations which are the
standards for similar types of funds managed by FMR. The Board of Trustees
asked FMR to analyze the various fundamental and non-fundamental investment
limitations of the Fidelity funds, and, where practical and appropriate to
a fund's investment objective and policies, propose to shareholders
adoption of standard fundamental limitations and elimination of certain
other fundamental limitations. Generally, when fundamental limitations are
eliminated, Fidelity's standard non-fundamental limitations replace them.
By making these limitations non-fundamental, the Board of Trustees may
amend a limitation as they deem appropriate, without seeking shareholder
vote. The Board of Trustees would amend the limitations to respond, for
instance, to developments in the marketplace, or changes in federal or
state law. The costs of shareholder meetings if called for these purposes
are generally borne by the fund and its shareholders.
It is not anticipated that these proposals will substantially affect the
way a fund is currently managed. However, FMR is presenting them to you for
your approval because FMR believes that increased standardization will help
to promote operational efficiencies and facilitate monitoring of compliance
with fundamental and non-fundamental investment limitations. Although
adoption of a new or revised limitation is not likely to have any impact on
the current investment techniques employed by a fund, it will contribute to
the overall objectives of standardization.
13. TO AMEND FIDELITY GROWTH COMPANY FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING THE ISSUANCE OF SENIOR SECURITIES.
Fidelity Growth Company F und's current fundamental investment
limitation regarding the issuance of senior securities states:
"The fund may not issue senior securities."
The Trustees recommend that shareholders vote to replace this limitation
with the following fundamental investment limitation governing the issuance
of senior securities:
"The fund may not issue senior securities, except as permitted under the
Investment Company Act of 1940."
The primary purpose of the proposal is to revise the fund's fundamental
senior securities limitation to conform to a limitation that is expected to
become the standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page 30.) If the proposal is
approved, the new fundamental senior securities limitation cannot be
changed without a future vote of the fund's shareholders.
Adoption of the proposed limitation on senior securities is not expected
to affect the way in which the fund is managed, the investment performance
of the fund, or the securities or instruments in which the fund invests.
However, the proposed limitation clarifies that the fund may issue senior
securities to the extent permitted under the 1940 Act.
Although the definition of a "senior security" involves complex statutory
and regulatory concepts, a senior security is generally thought of as an
obligation of a fund which has a claim to the fund's assets or earnings
that takes precedence over the claims of the fund's shareholders. The 1940
Act generally prohibits mutual funds from issuing senior securities;
however, mutual funds are permitted to engage in certain types of
transactions that might be considered "senior securities" as long as
certain conditions are satisfied. For example, a transaction which
obligates a fund to pay money at a future date (e.g., the purchase of
securities to be settled on a date that is further away than the normal
settlement period) may be considered a "senior security." A mutual fund,
however, is permitted to enter into this type of transaction if it
maintains a segregated account containing liquid securities in an
amount equal to its obligation to pay cash for the securities at a
future date. The fund utilizes transactions that may be considered "senior
securities" only in accordance with applicable regulatory requirements
under the 1940 Act.
CONCLUSION. The Board of Trustees recommends voting FOR the proposed
amendment. The amended limitation, upon shareholder approval, will become
effective immediately. If the proposal is not approved, the fund's current
limitation will remain unchanged.
14. TO ELIMINATE FIDELITY GROWTH COMPANY FUND'S AND FIDELITY EMERGING
GROWTH FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING SHORT SALES OF
SECURITIES.
Fidelity Growth Company Fund's current fundamental investment limitation
on selling securities short is as follows:
"The fund may not engage in short sales of securities (unless it owns or
by virtue of its ownership of other securities has the right to
obtain securities equivalent in kind and amount to the securities sold),
provided, however, that the fund may purchase or sell futures contracts."
Fidelity Emerging Growth Fund's current fundamental investment limitation
on selling securities short is as follows:
"The fund may not sell securities short, unless it owns, or has the right
to obtain, securities equivalent in kind and amount to the securities sold
short, and provided that transactions in futures contracts and options are
not deemed to constitute selling securities short."
The Trustees of each fund recommend that shareholders vote to eliminate
the above fundamental investment limitations. If the proposal is approved,
the Trustees intend to replace each fund's current fundamental
investment limitation with a non-fundamental investment limitation that
could be changed without a vote of shareholders. The proposed
non-fundamental limitation is set forth below, with a brief analysis of the
substantive differences between it and the current limitations.
"The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short."
In a short sale, an investor sells a borrowed security and has a
corresponding obligation to the lender to return the identical security. In
an investment technique known as a short sale "against the box," an
investor sells securities short while owning the same securities in the
same amount, or having the right to obtain equivalent securities. The
investor could have the right to obtain equivalent securities, for example,
through its ownership of warrants, options, or convertible bonds. For
Fidelity Growth Company Fund, the proposed non-fundamental limitation would
clarify that options transactions are not deemed to constitute selling
securities short.
Certain state regulations currently prohibit mutual funds from entering
into any short sales, other than short sales against the box. If the
proposal is approved, however, the Board of Trustees would be able to
change each fund's proposed non-fundamental limitation in the
future, without a vote of shareholders, if state regulations were to change
to permit other types of short sales, or if waivers from existing
requirements were available, subject to appropriate disclosure to
investors.
Elimination of the funds' fundamental limitations on short selling is
unlikely to affect each fund's investment techniques at this time. The
Board of Trustees believes that efforts to standardize each fund's
investment limitations will facilitate FMR's investment compliance efforts
(see "Adoption of Standardized Investment Limitations" on page ) and
are in the best interests of shareholders.
CONCLUSION. The Board of Trustees recommends voting FOR the proposal to
eliminate each fund's fundamental investment limitations regarding short
sales of securities. If approved, the proposal will take effect
immediately. If the proposal is not approved by the shareholders of a fund,
that fund's current limitation will remain unchanged.
15. TO ELIMINATE FIDELITY GROWTH COMPANY FUND'S AND FIDELITY EMERGING
GROWTH FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING MARGIN
PURCHASES.
Fidelity Growth Company Fund's current fundamental investment limitation
concerning purchasing securities on margin is as follows:
"The fund may not purchase any securities or other property on margin,
provided, however, that the fund may make initial and variation margin
payments in connection with purchases or sales of futures contracts or of
options on futures contracts."
Fidelity Emerging Growth Fund's current fundamental investment limitation
concerning purchasing securities on margin is as follows:
"The fund may not purchase securities on margin, except that the fund may
obtain such short-term credits as are necessary for the clearance of
transactions, and provided that margin payments in connection with futures
contracts and options on futures contracts shall not constitute purchasing
securities on margin."
The Trustees recommend that shareholders of each fund vote to eliminate
i t s above fundamental investment limitation on margin
purchases . If the proposal is approved, the Trustees intend to adopt a
substantially identical non-fundamental limitation for each fund that could
be changed without a vote of shareholders.
Margin purchases involve the purchase of securities with money borrowed
from a broker. "Margin" is the cash or eligible securities that the
borrower places with a broker as collateral against the loan. Each fund's
current fundamental limitation prohibits the fund from purchasing
securities on margin, except that Fidelity Emerging Growth Fund may
purchase securities on margin to obtain such short-term credits as may be
necessary for the clearance of transactions, and both funds may purchase
securities on margin for initial and variation margin payments made in
connection with the purchase and sale of futures contracts and options on
futures contracts. With these exceptions, mutual funds are prohibited from
entering into most types of margin purchases by applicable SEC policies.
The proposed non-fundamental limitation includes these exceptions.
If the proposal is approved by shareholders, the Trustees intend to adopt
the following non-fundamental investment limitation for each fund,
which would prohibit margin purchases except as permitted under the
conditions referred to above:
"The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin."
Although elimination of each fund's fundamental limitation on margin
purchases is unlikely to affect the fund's investment techniques at this
time, in the event of a change in federal regulatory requirements, the
funds may alter their investment practices in the future. The Board of
Trustees believes that efforts to standardize investment limitations will
facilitate FMR's investment compliance efforts (see "Adoption of
Standardized Investment Limitations" on page .) and are in the best
interests of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal to eliminate
each fund's fundamental investment limitation regarding margin purchases.
If approved, the new non-fundamental limitation will become effective
immediately. If the proposal is not approved by the shareholders of a fund,
that fund's current limitation will remain unchanged.
16. TO AMEND FIDELITY GROWTH COMPANY FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING BORROWING.
Fidelity Growth Company Fund's current fundamental investment limitation
concerning borrowing states:
"The fund may not borrow money, except that the fund may borrow money for
temporary or emergency purposes (not for leveraging or investment) in an
amount not exceeding 33 1/3% of the value of its total assets (including
the amount borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed 33 1/3% of the fund's total assets by reason
of a decline in net assets will be reduced within three days (exclusive of
Sundays and holidays) to the extent necessary to comply with the 33 1/3%
limitation."
Subject to shareholder approval, the Trustees intend to replace the fund's
current fundamental investment limitation with the following amended
fundamental investment limitation governing borrowing:
"The fund may not borrow money, except that the fund may borrow money for
temporary or emergency purposes (not for leveraging or investment) in an
amount not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed this amount will be reduced within three days (not including
Sundays and holidays) to the extent necessary to comply with the 33 1/3%
limitation."
The primary purpose of the proposal is to revise the fund's fundamental
borrowing limitation to conform to a limitation that is expected to become
the standard for all funds managed by FMR. (See "Adoption of Standardized
Investment Limitations" on page .) If the proposal is approved, the
amended fundamental borrowing limitation cannot be changed without a future
vote of shareholders.
Adoption of the proposed limitation concerning borrowing is not expected
to affect the way in which the fund is managed, the investment performance
of the fund, or the securities or instruments in which the fund invests.
However, the proposal would clarify that the fund must reduce borrowings
that come to exceed 33 1/3% of total assets for any reason, not only by
reason of a decline in net assets.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit the fund. Accordingly, the Trustees recommend that
shareholders of the fund vote FOR the proposed amendment. The amended
limitation, upon shareholder approval, will become effective immediately.
If the proposal is not approved, the fund's current limitation will remain
unchanged.
17. TO AMEND FIDELITY GROWTH COMPANY FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING THE CONCENTRATION OF ITS INVESTMENTS IN A
SINGLE INDUSTRY.
Fidelity Growth Company Fund's current fundamental investment limitation
concerning the concentration of its investments in a single industry
states:
"The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed by the government of the United States,
its agencies, or instrumentalities) if, as a result thereof, more than 25%
of the fund's total assets (taken at current value) would be invested in
the securities of one or more issuers having their principal business
activities in the same industry."
Subject to shareholder approval, the Trustees of the fund intend to
replace this fundamental investment limitation with the following amended
fundamental investment limitation governing concentration:
"The fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the fund's
total assets would be invested in the securities of companies whose
principal business activities are in the same industry."
The primary purpose of the proposal is to revise the fund's fundamental
concentration limitation to conform to a limitation which is expected to
become the standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page .) If the proposal is
approved, the new fundamental concentration limitation could not be changed
without a future vote of shareholders.
The proposed limitation is not substantially different from the current
limitation and adoption of the proposed limitation on concentration is not
expected to affect the way the fund is managed, the investment performance
of the fund, or the securities or instruments in which the fund invests.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit the fund. The Trustees recommend voting FOR the
proposed amendment. The new limitation, upon shareholder approval, will
become effective immediately. If the proposal is not approved, the fund's
current fundamental investment limitation will remain unchanged.
18. TO AMEND FIDELITY GROWTH COMPANY FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING LENDING.
Fidelity Growth Company Fund's current fundamental investment limitation
concerning lending is as follows:
"The fund may not lend any security or make any other loan if, as a
result, more than 33 1/3% of the fund's total assets would be lent to other
parties, except (i) through the purchase of a portion of an issue of debt
securities in accordance with its investment objective, policies, and
limitations, or (ii) by engaging in repurchase agreements with respect to
portfolio securities."
Subject to shareholder approval, the Trustees intend to replace the
limitation with the following fundamental investment limitation governing
lending:
"The fund may not lend any security or make any other loan if, as a
result, more than 33 1/3% of its total assets would be lent to other
parties, but this limitation does not apply to purchases of debt securities
or to repurchase agreements."
The primary purpose of this proposal is to revise the fund's fundamental
lending limitation to conform to a limitation expected to become the
standard for all funds managed by FMR. (See "Adoption of Standardized
Investment Limitations" on page ). If the proposal is approved, the
new fundamental lending limitation cannot be changed without a future vote
of shareholders.
Adoption of the proposed limitation on lending is not expected to affect
the way in which the fund is managed, the investment performance of the
fund, or the instruments in which the fund invests. However, the proposed
limitation would clarify two points. First, the proposed limitation
provides specific authority for the fund to acquire the entire portion of
an issue of debt securities. Ordinarily, if a fund purchases an entire
issue of debt securities, there may be greater risks of illiquidity and
unavailability of public information if the issuer has no other issue of
securities outstanding, and it may be more difficult to obtain pricing
information to be used in establishing the fund's daily share price.
Second, the proposed amendment eliminates the reference to "portfolio
securities" in the exception for repurchase agreements.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit the fund and is in the best interest of
shareholders. The Trustees recommend voting FOR the proposed amendment. The
amended limitation, upon shareholder approval, will become effective
immediately. If the proposal is not approved by shareholders of the fund,
the fund's current limitation will remain unchanged.
19. TO ELIMINATE FIDELITY GROWTH COMPANY FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING INVESTMENT IN OTHER INVESTMENT COMPANIES.
Fidelity Growth Company Fund's current fundamental investment limitation
concerning investment in other investment companies states:
"The fund may not purchase securities of other investment companies
(except in the open market where no commission except the ordinary broker's
commission is paid, or as part of a merger or consolidation, and in no
event may investments in such securities exceed 10% of the total assets of
the fund)."
The Trustees recommend that shareholders of the fund vote to eliminate the
above fundamental investment limitation. If the proposal is approved, the
Trustees intend to replace the current fundamental limitation with the
following non-fundamental limitation, which could be changed without a vote
of shareholders:
"The fund does not currently intend to (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger."
The ability of mutual funds to invest in other investment companies is
restricted by rules under the 1940 Act and by some state regulations. The
fund's current fundamental investment limitation recites certain of the
applicable federal and former state restrictions. The federal restrictions
will remain applicable to the fund whether or not they are recited in a
fundamental limitation. As a result, elimination of the above fundamental
limitation is not expected to have any impact on the fund's investment
practices, except to the extent that regulatory requirements may change in
the future. However, the Board of Trustees believes that the efforts to
standardize the fund's investment limitations will facilitate FMR's
investment compliance efforts (see "Adoption of Standardized Investment
Limitations" on page ) and are in the best interests of the
shareholders.
CONCLUSION. The Board of Trustees recommends voting FOR the proposal to
eliminate the fund's fundamental investment limitation regarding
investments in other investment companies. If approved, the new
non-fundamental limitation will become effective immediately. If the
proposal is not approved, the fund's current limitation will remain
unchanged.
20. TO ELIMINATE FIDELITY GROWTH COMPANY FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING INVESTMENT IN SECURITIES OF NEWLY-FORMED ISSUERS.
Fidelity Growth Company Fund's current fundamental investment limitation
regarding investment in securities of newly-formed issuers states:
"The fund may not purchase the securities of any issuer if, as a result
thereof, more than 5% of the fund's total assets (taken at current value)
would be invested in the securities of companies which, including
predecessors, have a record of less than three years' continuous
operation."
The Trustees recommend that shareholders vote to eliminate the fund's
fundamental investment limitation referenced above. If the proposal is
approved, the Trustees intend to adopt a non-fundamental investment
limitation, which could be changed without a vote of shareholders:
"The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation."
Newly-formed issuers or "unseasoned issuers" are issuers with less than
three years' continuous operation. The purpose of the fundamental
limitation on investments in unseasoned issuers is to comply with state
laws and limit the risks associated with investing in companies that have
no proven track record in business and whose prospects are uncertain. The
proposed non-fundamental investment limitation will clarify that the fund's
unseasoned issuers limitation is applicable only to securities issued by
newly-formed entities engaged in a trade or business with a prior history
of operations of less than three years and not to U.S. government and
foreign government securities. The proposed limitation further clarifies
that securities of business enterprises, such as pools of asset-backed
securities, with a record of less than three years of continuous operation
will be limited to 5% of the fund's total assets. The proposal will have no
current impact on the fund. However, adoption of a standard non-fundamental
limitation will facilitate FMR's compliance efforts (see "Adoption of
Standardized Investment Limitations" on page ) and will enable the
fund to respond more promptly if applicable state laws change in the
future.
CONCLUSION. The Board of Trustees has determined that it is in the
best interests of the shareholders to replace the fund's fundamental
investment limitation concerning investments in unseasoned issuers with a
non-fundamental investment limitation. Accordingly, the Trustees recommend
that shareholders vote FOR the proposal to eliminate the fund's fundamental
investment limitation regarding investments in securities of newly-formed
issuers. If the proposal is approved, the new non-fundamental investment
limitation will become effective immediately. If the proposal is not
approved, the fund's current limitation will remain unchanged.
21. TO ELIMINATE FIDELITY GROWTH COMPANY FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING INVEST MENT IN OIL, GAS, AND OTHER MINERAL
EXPLORATION PROGRAMS.
Currently, Fidelity Growth Company Fund maintains a fundamental investment
limitation specifying that the fund may not "invest in oil, gas or other
mineral exploration or development programs." Investment in oil, gas, or
other mineral exploration programs is permitted under federal standards for
mutual funds, but currently is prohibited by some state regulations.
The Trustees recommend that shareholders vote to eliminate the above
fundamental investment limitation. If the proposal is approved, the
Trustees of the fund intend to adopt the following non-fundamental
investment limitation, which could be changed without a shareholder vote:
"The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases."
The proposal will have no current impact on the fund. However, adoption of
a standardized non-fundamental investment limitation will facilitate FMR's
investment compliance efforts (see "Adoption of Standardized Investment
Limitations" on page ), and will enable the fund to respond more
promptly if applicable state laws change in the future. In addition, the
proposed non-fundamental limitation includes leases.
CONCLUSION. The Board of Trustees recommends voting FOR the
proposal to eliminate the fund's fundamental investment limitation
concerning investment in oil, gas, and other mineral exploration programs.
If approved, the proposal will take effect immediately. If the proposal is
not approved, the fund's current limitation will remain unchanged.
22. TO ELIMINATE FIDELITY GROWTH COMPANY FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING PURCHASING SECURITIES OF AN ISSUER IN WHICH THE
TRUSTEES OR DIRECTORS AND OFFICERS OF THE FUND OR FMR HOLD MORE THAN 5% OF
THE OUTSTANDING SECURITIES OF SUCH ISSUER.
Fidelity Growth Company Fund's fundamental investment limitations
currently include a restriction which prohibits the fund from purchasing or
retaining the securities of any issuer if the officers and Trustees or
directors of the fund or FMR who individually own more than 1/2 of 1% of
that issuer hold, in the aggregate, more than 5% of that issuer's
securities. This investment limitation was originally adopted to address
state securities regulations in connection with the registration of shares
of the funds for sale. Only one state currently requires such a limitation.
The f und's current fundamental investment limitation states:
"The fund may not purchase or retain the securities of any issuer other
than the securities of the fund, if, to the fund's knowledge, those
directors and officers of the fund, or the Manager, who individually own
beneficially more than 1/2 of 1% of the outstanding securities of such
issuer, together own beneficially more than 5% of such outstanding
securities."
FMR believes that this fundamental investment limitation should be
eliminated since , while it has not precluded investments in
the past, its elimination will potentially increase the fund's flexibility
when choosing investments in the future.
Subject to shareholder approval, the Trustees intend to replace this
fundamental investment limitation with a non-fundamental investment
limitation that could be changed by vote of the Trustees in response to
regulatory, market, legal, or other developments without further approval
by shareholders. The new non-fundamental investment limitation, which is
substantially the same as the fund's current fundamental investment
limitation, would provide that:
"The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities."
CONCLUSION: The Trustees have considered the relevant factors and believe
that the proposed non-fundamental investment limitation is in the best
interest of the fund's shareholders. Therefore, the Trustees have
recommended that shareholders vote FOR the elimination of the fundamental
restriction concerning invest ments in the securities of
issuers in which the officers, directors or Trustees of the fund and FMR
who own more than 1/2 of 1% of an issuer's securities together own more
than 5% of the outstanding securities of such issuer. If approved, the new
non-fundamental investment limitation will take effect immediately. If the
proposal is not approved, the fund's current fundamental investment
limitation will remain unchanged.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, it is the
intention that proxies that do not contain specific instructions to the
contrary will be voted on such matters in accordance with the judgment of
the persons therein designated.
ACTIVITIES AND MANAGEMENT OF FMR
FMR, a corporation organized in 1946, serves as investment adviser to a
number of investment companies whose average net assets for July, 1994,
were in excess of $255 billion. The Fidelity family of funds currently
includes a number of funds with a broad range of investment objectives and
permissible portfolio compositions. The Boards of these funds are
substantially identical to that of this trust. In addition, FMR serves as
investment adviser to certain other funds which are generally offered to
limited groups of investors. Information concerning the advisory fees, net
assets, and total expenses of the funds advised by FMR is contained in the
Table of Average Net Assets and Expense Ratios in Exhibit 4 on page
.
FMR, its officers and directors, its affiliated companies and personnel,
and the Trustees, from time to time have transactions with various banks,
including the custodian banks for certain of the funds advised by FMR.
Those transactions which have occurred to date have included mortgages and
personal and general business loans. In the judgment of FMR, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
The Consolidated Statement of Financial Condition of Fidelity Management &
Research Company and subsidiaries as of December 31, 1993 is shown
beginning on page .
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board; J.
Gary Burkhead, President; and Peter S. Lynch, Vice Chairman. Each of the
Directors is also a Trustee of the trust. Messrs. Johnson 3d, Burkhead,
John H. Costello, Gary L. French, Arthur S. Loring, Robert H. Morrison,
Leonard M. Rush, William J. Hayes, Robert E. Stansky, Lawrence
Greenberg and Neil Miller, are currently officers of the trust and
officers or employees of FMR or FMR Corp. With the exception of Mr.
Costello and Mr. Rush, all of these persons are stockholders of FMR
Corp. FMR's address is 82 Devonshire Street, Boston, Massachusetts 02109,
which is also the address of the Directors of FMR.
All of the stock of FMR is owned by a parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts, which was organized on October
31, 1972. At present, the principal operating activities of FMR Corp. are
those conducted by three of its divisions, FSC, which is the transfer and
shareholder servicing agent for certain of the retail funds advised by FMR,
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for certain institutional customers, and
Fidelity Investments Retail Marketing Company, which provides marketing
services to various companies within the Fidelity organization. Messrs.
Johnson 3d, Burkhead, William L. Byrnes, James C. Curvey, Caleb Loring,
Jr. , and Ms. Abigail P. Johnson are the Directors of FMR Corp. On
July 31, 1994, Messrs. Johnson 3d, Burkhead, Curvey, and Loring, Jr., and
Ms. Abigail Johnson owned approximately 24 %, 3 %, 3 %,
13 %, and 24 %, respectively, of the voting common stock of FMR
Corp. In addition, various Johnson family members and various trusts for
the benefit of Johnson family members, for which Messrs. Burkhead, Curvey,
or Loring, Jr. are Trustees, owned in the aggregate approximately
32 % of the voting common stock of FMR Corp. Messrs. Johnson 3d,
Burkhead, and Curvey owned approximately 2 %, 3 % and
1 %, respectively, of the non-voting common and equivalent stock of
FMR Corp. In addition, various trusts for the benefit of members of the
Johnson family, for which Mr. Loring, Jr. is the sole Trustee, and other
trusts for the benefit of Johnson family members, through limited
partnership interests in a partnership the corporate general partner of
which is controlled by Mr. Johnson 3d, Mr. Loring, Jr., and other Johnson
family members, together owned approximately 43 % of the non-voting
common and equivalent stock of FMR Corp. Through ownership of voting common
stock, and the execution of a shareholders' voting agreement, Edward C.
Johnson 3d (President and a Trustee of the trust), Johnson family members,
and various trusts for the benefit of the Johnson family form a controlling
group with respect to FMR Corp.
During the period December 1, 1992 through July 31, 1994 ,
the following transactions were entered into by officers and/or Trustees of
the trust or of FMR Corp. involving more than 1% of the voting
common, non-voting common and equivalent stock, or preferred
stock of FMR Corp. Mr. C. Bruce Johnstone redeemed an aggregate of
25,500 shares of non-voting common stock for an aggregate cash payment of
approximately $3.4 million. Mr. Morris J. Smith redeemed 15,000 shares of
non-voting common stock for a cash payment of approximately $1.8 million.
Mr. Edward C. Johnson 3d converted 2,064 shares of voting common stock into
2,064 shares of non-voting common stock. Mr. Caleb Loring, Jr. purchased
1,064 shares of voting common stock with a cash payment of approximately
$166,000.
ACTIVITIES AND MANAGEMENT OF FMR U.K. AND FMR FAR EAST
FMR U.K. and FMR Far East are wholly-owned subsidiaries of FMR formed in
1986 to provide investment research information with respect to certain
funds for which FMR acts as investment adviser. Under sub-advisory
agreements with FMR U.K. and FMR Far East, FMR pays fees equal to 110% of
FMR U.K.'s costs and 105% of FMR Far East's costs, respectively, in
connection with research services provided for the benefit of certain
Fidelity funds. During the fiscal year ended November 30, 1993, the fees
paid by FMR on behalf of the funds are shown in the following table.
Fees Paid to Fees Paid to
FMR U.K. FMR Far East

Fidelity New Millennium Fund * $ 3,320 $ 5,212

Fidelity Growth Company Fund 27,818 42,906

Fidelity Emerging Growth Fund 15,199 23,550

* From December 28, 1992 (commencement of operations).
The Statements of Financial Condition of FMR U.K. and FMR Far East as of
December 31, 1993 are shown on pages and respectively.
Funds managed by FMR with respect to which FMR currently has sub-advisory
agreements with either FMR U.K. or FMR Far East, and the net assets of each
of these funds, are indicated in the Table of Average Net Assets and
Expense Ratios in Exhibit 4.
The Directors of FMR U.K. and FMR Far East are Edward C. Johnson 3d,
Chairman, and J. Gary Burkhead, President. Each of the Directors is also a
Trustee of the trust. Messrs. Johnson 3d and Burkhead are currently
officers of the trust and officers or employees of FMR U.K. and FMR Far
East. Messrs. Johnson 3d and Burkhead are stockholders of FMR Corp. The
affiliations of Messrs. Johnson 3d and Burkhead are described in Proposal
1. The principal business address of the Directors and FMR U.K. and FMR Far
East is 82 Devonshire Street, Boston, Massachusetts.
BALANCE SHEETS
The Consolidated Statements of Financial Condition of FMR, FMR U.K., and
FMR Far East as of December 31, 1993 (audited) are shown on pages
through . Proxies will not be voted for approval of any of the
proposals in this Proxy Statement unless in the judgment of the Board of
Trustees of the trust there have been no material changes in the financial
condition of FMR between December 31, 199 3 through the date of
this Proxy Statement .
PRESENT MANAGEMENT CONTRACTS
Fidelity New Millennium Fund, Fidelity Growth Company Fund, and Fidelity
Emerging Growth Fund employ FMR to furnish investment advisory and other
services. Under its management contract s with the
fund s , FMR acts as investment adviser and, subject to the
supervision of the Board of Trustees, directs the investments of each fund
in accordance with the fund' s investment objective, policies, and
limitations. FMR also provides the funds with all necessary office
facilities and personnel for servicing the funds' investments, and
compensates all officers of the trust, all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the trust or of FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of each fund. These services include providing
facilities for maintaining each fund's organization; supervising relations
with custodians, transfer and pricing agents, accountants, underwriters,
and other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining each
fund's records and the registration of the fund's shares under federal and
state law; developing management and shareholder services for each fund;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Board of Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, each fund pays all of its expenses, without limitation, that are not
assumed by those parties. Each fund pays for typesetting, printing, and
mailing proxy material to shareholders, legal expenses, and the fees of the
custodian, auditor, and non-interested Trustees. Although each fund's
management contract provides that the fund will pay for typesetting,
printing, and mailing prospectuses, statements of additional information,
notices, and reports to existing shareholders, the trust has entered into a
revised transfer agent agreement with FSC, pursuant to which FSC bears the
cost of providing these services to existing shareholders. Other expenses
paid by the funds include interest, taxes, brokerage commissions, each
fund's proportionate share of insurance premiums and Investment Company
Institute dues, and the costs of registering shares under federal and state
securities laws. Each fund is also liable for such nonrecurring expenses as
may arise, including costs of any litigation to which the fund may be a
party and any obligation it may have to indemnify the trust's officers and
Trustees with respect to litigation.
FMR is the funds' manager pursuant to management contracts dated January
31, 1990 (Fidelity Growth Company Fund), and April 1, 1992 (Fidelity
Emerging Growth Fund), which were approved by shareholders on November 15,
1989, and March 25, 1992, respectively. FMR is Fidelity New Millennium
Fund's manager pursuant to a management contract dated September 17, 1992,
which was approved by FMR, then sole shareholder of the fund, on September
28, 1992. For the services of FMR under the contracts, each fund pays FMR a
monthly management fee composed of the sum of a group fee rate and an
individual fund fee rate (the "basic fee").
COMPUTING THE BASIC FEE. Each fund's basic fee rate is composed of two
elements: a group fee rate and an individual fund fee rate. The group fee
rate is based on the monthly average net assets of all of the registered
investment companies with which FMR has management contracts and is
calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown on the left of the following table. On the right, the
effective annual fee rate schedule shows the actual results of
cumulatively applying the annualized rates at varying asset levels. For
example, the effective annual group fee rate at $258 billion of group net
assets - their approximate level for July 1994 - would be . 3209 %
based on the schedule on page 45, which is the weighted average of the
respective fee rates for each level of group net assets up to $258 billion.
GROUP FEE RATE SCHEDULE* EFFECTIVE ANNUAL FEE
RATES

Average Annualized Group Effective
Group Fee Rate Net Annual
Assets Assets Fee Rate

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
$ 0 - 3 billion .520% $ 0.5 .5200%
billion

3 - 6 .490 25 .4238

6 - 9 .460 50 .3823

9 - 12 .430 75 .3626

12 - 15 .400 100 .3512

15 - 18 .385 125 .3430

18 - 21 .370 150 .3371

21 - 24 .360 175 .3325

24 - 30 .350 200 .3284

30 - 36 .345 225 .32 53

36 - 42 .340 250 .32 23

42 - 48 .335 275 .31 98

48 - 66 .325 300 .3 175

66 - 84 .320 325 .3 153

84 - 102 .315 350 .3 133

102 - 138 .310

138 - 174 .305

174 - 228 .300

2 28 - 2 82 .295

2 82 - 336 .290

Over 336 .285

</TABLE>

* Under Growth Company Fund's current management contract with FMR, the
group fee rate is based on a schedule with breakpoints ending at .310% for
average group assets in excess of $102 billion. Under New Millennium Fund's
and Emerging Growth Fund's current management contracts with FMR, the group
fee rate is based on a schedule with breakpoints ending at .300% for
average group assets in excess of $174 billion. For Growth Company Fund,
and for Emerging Growth Fund prior to the approval of its current
management contract, the group fee rate breakpoints shown above for average
group assets in excess of $138 billion and under $228 billion were
voluntarily adopted by FMR on January 1, 1992. For each fund, the
additional breakpoints shown above for average group assets in excess of
$228 billion were voluntarily adopted by FMR on November 1, 1993.
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints pending shareholder
approval of new management contracts reflecting the revised schedule. The
revised group fee rate schedule provides for lower management fee rates as
FMR's assets under management increase. The revised group fee rate schedule
is identical to the above schedule for average group assets under $210
billion. For average group assets in excess of $210 billion, the group fee
rate schedule voluntarily adopted by FMR is as follows:
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE
RATES

Average
Annualized
Group
Effective

Group
Rate Net
Annual

Assets Assets Fee Rate

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
138 - $174 .3050% $150 billion .3371%
billion

174 - 210 .3000 175 .3325

210 - 246 .2950 200 .3284

246 - 282 .2900 225 .3249

282 - 318 .2850 250 .3219

318 - 354 .2800 275 .3190

354 - 390 .2750 300 .3163

Over 390 .2700 325 .3137

350 .3113

375 .3090

400 .3067

</TABLE>

The individual fund fee rate is .35% for Fidelity New Millennium Fund and
Fidelity Emerging Growth Fund, and .30% for Fidelity Growth Company Fund.
Based on the average net assets of the funds advised by FMR for July 1994,
the annual basic fee rate would be calculated as follows:
Group Individual Fund Basic
Fee Rate Fee Rate Fee Rate

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Fidelity New Millennium Fund .32 09 % + .35% = .67 09 %

Fidelity Growth Company Fund .32 09 % + .30% = .62 09 %

Fidelity Emerging Growth Fund .32 09 % + .35% = .67 09 %

</TABLE>

One twelfth (1/12) of this annual management fee rate is then applied to
the fund's average net assets for the current month, giving a dollar amount
which is the fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT. The basic fee for each fund is
subject to upward or downward adjustment, depending upon whether, and to
what extent, the funds' investment performance for the performance period
exceeds, or is exceeded by, the record of the S&P 500 (Fidelity New
Millennium Fund and Fidelity Growth Company Fund) or the Russell 2000 Index
(Fidelity Emerging Growth Fund) over the same period. The performance
period consists of the most recent month plus the previous 35 months. Each
percentage point of difference (up to a maximum difference of + 10) is
multiplied by a performance adjustment rate of .02%. Thus, the maximum
annualized adjustment rate is + .20%. This performance comparison is made
at the end of each month. One twelfth (1/12) of this rate is then applied
to a fund's average net assets for the entire performance period, giving a
dollar amount which will be added to (or subtracted from) the basic fee.
Each fund's performance is calculated based on change in net asset value.
For purposes of calculating the performance adjustment, any dividends or
capital gain distributions paid by a fund are treated as if reinvested in
fund shares at the NAV as of the record date for payment. The records of
the S&P 500 and Russell 2000 Index are based on change in value and
adjusted for any cash distributions from the companies whose securities
compose the S&P 500 and Russell 2000 Index.
Because the adjustment to the basic fee is based on a fund's performance
compared to the investment record of the S&P 500 (Fidelity New Millennium
Fund and Fidelity Growth Company Fund) or the Russell 2000 Index
(Fidelity Emerging Growth Fund), the controlling factor is not whether a
fund's performance is up or down per se, but whether it is up or down more
or less than the record of the comparative index. Moreover, the comparative
investment performance of a fund is based solely on the relevant
performance period without regard to the cumulative performance over a
longer or shorter period of time.
MANAGEMENT FEES. The followin g table lists the fees paid to FMR by
each fund for its services as investment adviser, including any applicable
performance adjustment, with the corresponding percentage of average net
assets of each fund for the fiscal periods ended November 30, 1993, 1992,
and 1991. If FMR had not voluntarily adopted the extended group fee rate
schedule, these fees would have been higher.
Management Fees Percentage of Average Net
Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
1993 1992 1991 1993 1992 1991

Fidelity New $ -- -- .68%(dagger) -- --
Millennium Fund 1,176,102 *

Fidelity Growth $ 15,813,34 $ 10,669,69 $ 7,241,258 .75% .74% .72%
Company Fund 7 4

Fidelity Emerging $ 4,987,102 $ 4,153,291 $ 1,671,614 * ** .80% .70% .68% ***(dagger)
Growth Fund

</TABLE>

* From commencement of operations (December 28, 1992)
(dagger) Annualized
*** From commencement of operations (December 28, 1990)
To comply with the California Code of Regulations, FMR will reimburse each
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating a fund's expenses for purposes of this regulation, the
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its custodian fees attributable to
investments in foreign securities.
SUB-ADVISERS. FMR entered into sub-advisory agreements with FMR U.K. and
FMR Far East on September 17, 1992 (Fidelity New Millennium Fund), December
1, 1989 (Fidelity Growth Company Fund) and January 1, 1992 (Fidelity
Emerging Growth Fund), pursuant to which FMR U.K. and FMR Far East supply
FMR with investment research and recommendations concerning foreign
securities for the benefit of the funds. The sub-advisory agreements
provide that FMR will pay fees to FMR U.K. and FMR Far East equal to 110%
and 105%, respectively, of FMR U.K.'s and FMR Far East's costs incurred in
connection with each agreement, said costs to be determined in relation to
the assets of a fund that benefit from the services of the sub-advisers.
The fees paid to FMR U.K. and FMR Far East under the sub-advisory
agreements for fiscal 1993, 1992, and 1991, on behalf of each fund ,
are shown in the following table.
Fees Paid to FMR Far East Fees Paid to FMR U.K.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1993 1992 1991 1993 1992 1991

Fidelity New $ 5,212* -- -- $ 3,320* -- --
Millennium Fund

Fidelity Growth $ 42,906 $ 4,095 $ 900 $ 27,818 $ 4,855 $ 900
Company Fund

Fidelity Emerging $ 23,550 $ 72 $ 900 *** $ 15,199 $ 80 $ 830 ** *
Growth Fund

</TABLE>

* From commencement of operations (December 28, 1992)
***From commencement of operations (December 28, 1990)
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in the
management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and accounts for which it
or its affiliates act as investment adviser. In selecting broker-dealers,
subject to applicable limitations of the federal securities laws, FMR
considers various relevant factors, including, but not limited to: the size
and type of the transaction; the nature and character of the markets for
the security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and arrangements for payment of fund
expenses. Commissions for foreign investments traded on foreign exchanges
generally will be higher than for U.S. investments and may not be subject
to negotiation.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). The selection of such broker-dealers
generally is made by FMR (to the extent possible consistent with execution
considerations) in accordance with a ranking of broker-dealers determined
periodically by FMR's investment staff based upon the quality of research
and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause
each fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers,
viewed in terms of a particular transaction or FMR's overall
responsibilities to the funds and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided, or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI) and Fidelity Brokerage Services, Ltd. (FBSL), subsidiaries of
FMR Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services.
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by each fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
Each fund's Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the funds and review the commissions paid by each fund over
representative periods of time to determine if they are reasonable in
relation to the benefits to the fund.
Each fund's annual portfolio turnover rates for the fiscal periods ended
November 30, 1993 and 1992 are illustrated in the following table.
1993 1992

Fidelity New Millennium Fund 204%* --

Fidelity Growth Company Fund 159% 250%

Fidelity Emerging Growth Fund 332% 531%

* Annualized
The tables on page list the total brokerage commissions paid; the
percentage of brokerage commissions paid to brokerage firms that provided
research services; the total dollar value of brokerage commissions paid to
firms that provided research services; and the commissions paid to FBSI in
dollars and as a percentage of the dollar value of all transactions in
which brokerage commissions were paid for the fiscal period ended November
30, 1993 for each of the funds. The differences in the percentage of
brokerage commissions paid to FBSI and the percentage of transactions
effected through FBSI are a result of low commission rates charged by FBSI
in comparison to those charged by unaffiliated broker-dealers.
Total % Paid to Amount
Commissions Firms Paid to Firms
Providing Providing
Research Research

Fidelity New Millennium $ 931,000 71% $ 661,000
Fund*

Fidelity Growth $ 4,272,000 58% $ 2,478,000
Company
Fund

Fidelity Emerging $ 2,800,000 67% $ 1,876,000
Growth
Fund

To % To Transactions
FBSI FBSI Through
FBSI

Fidelity New Millennium $ 129,000 14% 22%

Fund*

Fidelity Growth $ 1,582,000 37% 56%
Company
Fund

Fidelity Emerging $ 770,000 28% 45%
Growth
Fund

* From commencement of operations (December 28, 1992)
From time to time the Trustees will review whether the recapture for the
benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Trustees intend to continue
to review whether recapture opportunities are available and are legally
permissible and, if so, to determine in the exercise of their business
judgment whether it would be advisable for each fund to seek such
recapture.
Although the Trustees and officers of each fund are substantially the same
as those of other funds managed by FMR, investment decisions for each fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as each fund is concerned. In other cases,
however, the ability of the funds to participate in volume transactions
will produce better executions and prices for the funds. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to each fund outweighs any disadvantages that may be
said to exist from exposure to simultaneous transactions.
CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
FSC is transfer, dividend disbursing, and shareholders' servicing agent
for the funds. Under the trust's contract with FSC, each fund pays an
annual fee of $26.03 per basic retail account with a balance of $5,000 or
more, $15.31 per basic retail account with a balance of less than $5,000
and a supplemental activity charge of $2.25 for standing order transactions
and $6.11 for other monetary transactions. These fees and charges are
subject to annual cost escalation based on postal rate changes and changes
in wage and price levels as measured by the National Consumer Price Index
for Urban Areas. With respect to certain institutional client master
accounts, each fund pays FSC a per-account fee of $95.00, and monetary
transaction charges of $20.00 or $17.50 depending on the nature of services
provided. With respect to certain broker-dealer master accounts, each fund
pays FSC a per-account fee of $30.00, and a charge of $6.00 for monetary
transactions. Fees for certain institutional retirement plan accounts are
based on the net assets of all such accounts in the fund.
Under each fund's contract, FSC pays out-of-pocket expenses associated
with providing transfer agent services. In addition, FSC bears the expense
of typesetting, printing, and mailing prospectuses, statements of
additional information, and all other reports, notices, and statements to
shareholders, with the exception of proxy statements. Transfer agent fees,
including reimbursement for out-of-pocket expenses, paid to FSC by each
fund for the fiscal periods ended November 30, 1993, 1992, and 1991, are
indicated in the following table.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
1993 1992 1991

Fidelity New Millennium $ 7 41,000* -- --
Fund

Fidelity Growth Company $ 5,688,000 $ 3,954,000 $ 2,726,000
Fund

Fidelity Emerging Growth $ 1,8 04,000 $ 1,784,000 $ 971,000**
Fund

</TABLE>

* From commencement of operations (December 28, 1992)
** From commencement of operations (December 28, 1990)
The table below shows the transfer agent fees the funds would have paid
if a portion of the funds' brokerage commissions had not resulted in
payment of certain of these fees for the fiscal period ended November 30,
1993.
Transfer
Agent

Fees

Fidelity New Millennium Fund $ 774,000*

Fidelity Growth Company $ 5,865,000
Fund

Fidelity Emerging Growth $ 1,864,000
Fund

The trust's contract with FSC also provides that FSC will perform the
calculations necessary to determine each fund's net asset value per share
and dividends, and maintain the fund's accounting records. Prior to July 1,
1991, the annual fee for these pricing and bookkeeping services was based
on two schedules, one pertaining to the fund's average net assets, and one
pertaining to the type and number of transactions the fund made. The fee
rates in effect as of July 1, 1991 are based on the fund's average net
assets, specifically, .06% for the first $500 million of average net assets
and .03% for average net assets in excess of $500 million. The fee is
limited to a minimum of $45,000 and a maximum of $750,000 per year. Pricing
and bookkeeping fees, including related out-of-pocket expenses, paid to
FSC, with respect to each fund, for fiscal 1993, 1992, and 1991, are
indicated in the following table.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
1993 1992 1991

Fidelity New Millennium $ 108,000* -- --
Fund

Fidelity Growth Company $ 742 ,000 $ 588 ,000 $ 319 ,000
Fund

Fidelity Emerging Growth $ 338 ,000 $ 331 ,000 $ 160 ,000 **
Fund

</TABLE>

* From commencement of operations (December 28, 1992)
** From commencement of operations (December 28, 1990)
FSC also receives fees for administering the funds' securities lending
program. Securities lending fees are based on the number and duration of
individual securities loans. For the fiscal periods ended November 30,
1993, 1992, and 1991, the funds did not incur any securities lending fees.
Each fund has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreement calls
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of the fund, which are continuously
offered. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FDC. Sales charge revenue paid to FDC
for fiscal 1993, 1992, and 1991, is indicated in the following table:

<TABLE>
<CAPTION>
<S> <C> <C> <C>
1993 1992 1991

Fidelity New Millennium Fund $ 4,124,000 * -- --

Fidelity Growth Company Fund $ 2,166,000 $ 4,946,000 $6,924,00
0

Fidelity Emerging Growth Fund $ 774,000 $ 2,801,000 $0**

</TABLE>

* From commencement of operations (December 28, 1992)
** Fidelity Emerging Growth Fund's sales charge was waived during fiscal
1991
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The trust does not hold annual shareholder meetings. Shareholders wishing
to submit proposals for inclusion in a proxy statement for a subsequent
shareholder meeting should send their written proposals to the Secretary of
the Trust, 82 Devonshire Street, Boston, Massachusetts 02109.
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the trust, in care of Fidelity Service Co., P.O. Box 789,
Boston, Massachusetts 02102, whether other persons are beneficial owners of
shares for which proxies are being solicited and, if so, the number of
copies of the Proxy Statements and Annual Reports you wish to receive in
order to supply copies to the beneficial owners of the respective shares.
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
________

REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
Fidelity Management & Research Company
(a Wholly-Owned Subsidiary of FMR Corp.):
We have audited the accompanying consolidated statement of financial
condition of Fidelity Management & Research Company as of December 31,
1993. This financial statement is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the consolidated financial position of Fidelity
Management & Research Company as of December 31, 1993, in conformity with
generally accepted accounting principles.

/s/COOPERS & LYBRAND.
COOPERS & LYBRAND

Boston, Massachusetts
January 28, 1994
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
________

ASSETS
($000)
Cash and cash equivalents $ 109
Management fees receivable 103,826
Invested assets:
Managed funds (market value $59,845,000) 56,416
Other investments (fair value $25,816,000) 20,822
Property and equipment, net 141,584
Deferred income taxes 35,910
Note receivable from affiliate 11,250
Prepaid expenses and other assets 9,597
Total Assets $ 379,514
LIABILITIES AND STOCKHOLDER'S EQUITY
Payable to mutual funds $ 8,580
Accounts payable and accrued expenses 30,349
Payable to parent company 235,232
Other liabilities 3,871
Total Liabilities 278,032

Stockholder's equity:
Common stock, $.30 par value;
authorized 50,000 shares;
issued and outstanding
26,500 shares 8
Additional paid-in capital 50,074
Retained earnings 51,400
Total Stockholder's Equity 101,482
Total Liabilities and Stockholder's Equity $ 379,514
The accompanying notes are an integral part
of the consolidated statement of financial condition.
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO CONSOLIDATED STATEMENT
OF FINANCIAL CONDITION
________

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Fidelity Management & Research Company and Subsidiaries (the Company)
provide investment management and advisory services and other services
principally for the Fidelity Investments Family of Funds. The Company also
provides computer support and systems development services to affiliated
companies.
On March 1, 1993, ownership of the Company's wholly-owned subsidiary,
Fidelity Investments Institutional Services Company, Inc. was distributed
to the Company's parent. As of that date, this subsidiary had total assets
and stockholder's equity of approximately $73,000,000, and $60,000,000,
respectively.
PRINCIPLES OF CONSOLIDATION
The consolidated statement of financial condition includes the accounts of
Fidelity Management & Research Company and its wholly-owned subsidiaries.
All intercompany accounts have been eliminated.
INVESTED ASSETS
Managed funds investments (consisting primarily of Fidelity Mutual Funds)
are carried at the lower of aggregate cost or market. Other investments
consist primarily of investments in limited partnerships which are carried
at cost. Certain restrictions exist with respect to the sale or transfer of
these investments to third parties. For managed funds investments and other
investments, fair value is determined by the quoted market price except in
the case of restricted investments which are valued based on management's
assessment of fair value. When the Company has determined that an
impairment, which is deemed other than temporary, in the market or fair
value of an investment has occurred, the carrying value of the investment
is reduced to its net realizable value.
INCOME TAXES
The Company is included in the consolidated federal and certain state
income tax returns filed by FMR Corp.
Effective January 1, 1993, FMR Corp. and the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax bases
and financial reporting bases. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to reverse.
Adoption of this statement did not have a material impact on the Company's
financial position.
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO CONSOLIDATED STATEMENT
OF FINANCIAL CONDITION
(CONTINUED)
________

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED:
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation of furniture and equipment is computed over the
estimated useful lives of the related assets, which are principally three
to five years, using the straight-line method. Leasehold improvements are
amortized over the lesser of their economic useful lives or the period of
the lease. Maintenance and repairs are charged to operations when incurred.
Renewals and betterments of a nature considered to materially extend the
useful life of the assets are capitalized.
PENSION AND PROFIT SHARING PLANS
The Company participates in FMR Corp.'s noncontributory defined benefit
pension plan covering all of its eligible employees. There are no
statistics available for the actuarial data of this separate company. There
are no unfunded vested benefits.
The Company also participates in FMR Corp.'s defined contribution profit
sharing and retirement plans covering substantially all eligible employees.
B. PROPERTY AND EQUIPMENT, NET
At December 31, 1993, property and equipment, at cost, consist of (in
thousands):
Furniture $ 1,853
Equipment (principally computer related) 320,141
Leasehold improvements 6,712 328,706
Less: Accumulated depreciation and amortization 187,122
$ 141,584
C. NOTE RECEIVABLE FROM AFFILIATE
On December 2, 1993, the Company issued a non-recourse mortgage to an
affiliate for property located in Irving, Texas. The $11,250,000 note
receivable is due on January 1, 2009, and accrues interest at 7.6325%.
Payments of principal and interest are due monthly.
D. TRANSACTIONS WITH AFFILIATED COMPANIES
In connection with its operations, the Company provides services to and
obtains services from affiliated companies. Transactions related to these
services are settled, in the normal course of business, through an
intercompany account with the Company's parent, FMR Corp. The terms of
these transactions may not be the same as those which would otherwise exist
or result from agreements and transactions among unrelated parties.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
________

REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
Fidelity Management & Research (U.K.) Inc.
(a Wholly-Owned Subsidiary of Fidelity Management & Research Company):
We have audited the accompanying statement of financial condition of
Fidelity Management & Research (U.K.) Inc. as of December 31, 1993. This
financial statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of Fidelity Management &
Research (U.K.) Inc. as of December 31, 1993, in conformity with generally
accepted accounting principles.

/s/COOPERS & LYBRAND
COOPERS & LYBRAND

Boston, Massachusetts
January 28, 1994
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
________

ASSETS
Investments (market value $3,180,192) $ 2,537,448
Equipment, net of accumulated
depreciation of $859,335 914,770
Accounts receivable from parent 2,806,932
Deferred income taxes 23,520
Total Assets $ 6,282,670

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Subordinated loan $ 1,608,100
Accounts payable to affiliate 1,452,719
Income taxes payable 173,009
Other liabilities 131
Total Liabilities 3,233,959

Stockholder's equity:
Common stock, $1 par value;
authorized 300,000 shares;
issued and outstanding 100 shares 100
Additional paid-in capital 900
Retained earnings 3,047,711
Total Stockholder's Equity 3,048,711
Total Liabilities and Stockholder's Equity $ 6,282,670
The accompanying notes are an integral part
of the statement of financial condition.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
NOTES TO STATEMENT OF
FINANCIAL CONDITION
________

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF REPORTING
The statement of financial condition is presented in accordance with United
States generally accepted accounting principles. The functional and
reporting currency for Fidelity Management & Research (U.K.) Inc. (the
Company) is the U.S. dollar.
BUSINESS
The Company is a wholly-owned subsidiary of Fidelity Management & Research
Company (the parent). The Company is a registered investment advisor and
provides research and investment advisory services under subadvisory
agreements with its parent. The Company also provides research advice to
the parent and an affiliate pursuant to a research joint venture agreement.
Intercompany transactions are settled during the normal course of business.
INVESTMENTS
Investments consist of shares held in Fidelity mutual funds and are carried
at the lower of aggregate cost or market. The fair value of investments is
equal to the quoted market price.
EQUIPMENT
Equipment is stated at cost less accumulated depreciation. Depreciation is
computed over the estimated useful lives of the related assets, which vary
from three to five years, using the straight-line method. Maintenance and
repairs are charged to operations when incurred.
SUBORDINATED LOAN
The Company has a subordinated loan payable to its parent and due on March
31, 1994. The loan is subordinated in all respects to the rights of senior
creditors. Interest is payable annually at a rate of 4.375%. Repayment or
modification of this loan is subject to regulatory approval.
INCOME TAXES
The Company is included in the consolidated federal income tax return filed
by FMR Corp., the parent Company of Fidelity Management & Research Company.
The Company is allocated a charge by FMR Corp. representing the sum of the
applicable foreign and U.S. statutory income tax rates.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
NOTES TO STATEMENT
OF FINANCIAL CONDITION
(CONTINUED)
________

A. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INCOME TAXES, CONTINUED:
Effective January 1, 1993, FMR Corp. and the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes",
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax bases
and financial reporting bases. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to reverse.
Adoption of this statement did not have a material impact on the Company's
financial position.
B. NET CAPITAL REQUIREMENT:
The Company is subject to certain financial regulatory resource rules which
require the Company to maintain a certain level of net capital (as
defined). At December 31, 1993, the minimum net capital requirement of
approximately $422,000 has been satisfied by the Company.
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
________

REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
Fidelity Management & Research (Far East) Inc.
(a Wholly-Owned Subsidiary of Fidelity Management & Research Company):
We have audited the accompanying statement of financial condition of
Fidelity Management & Research (Far East) Inc. as of December 31, 1993.
This financial statement is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of Fidelity Management &
Research (Far East) Inc. as of December 31, 1993, in conformity with
generally accepted accounting principles.

/s/COOPERS & LYBRAND

COOPERS & LYBRAND

Boston, Massachusetts
January 28, 1994

FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
________

ASSETS
Cash $ 24,294
Investments (market value $618,049) 569,958
Furniture and equipment, net of
accumulated depreciation of $10,704 642
Prepaid expenses and other assets 143,427
Receivable from parent company 840,906
Total Assets $ 1,579,227
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Payable to affiliate $ 795,567
Income taxes payable 168,646
Total Liabilities 964,213
Stockholder's equity:
Common stock, $1 par value;
authorized 300,000 shares;
issued and outstanding 100 shares 100
Additional paid-in capital 900
Retained earnings 614,014
Total Stockholder's Equity 615,014
Total Liabilities and Stockholder's Equity $ 1,579,227
The accompanying notes are an integral part
of the statement of financial condition.
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
NOTES TO STATEMENT
OF FINANCIAL CONDITION
________

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BUSINESS
Fidelity Management & Research (Far East) Inc. (the Company) is a
wholly-owned subsidiary of Fidelity Management & Research Company (the
parent). The Company is a registered investment advisor and provides
research advice to the parent and an affiliate pursuant to a research joint
venture agreement. Intercompany transactions are settled during the normal
course of business.
INVESTMENTS
Investments consist of shares held in a Fidelity mutual fund and are
carried at the lower of cost or market. The fair value of investments is
equal to the quoted market price.
FURNITURE AND EQUIPMENT
Furniture and equipment are stated at cost less accumulated depreciation.
Depreciation is computed over the estimated useful lives of the related
assets, which vary from three to five years, using the straight-line
method. Maintenance and repairs are charged to operations when incurred.
INCOME TAXES
The Company is included in the consolidated federal income tax return filed
by FMR Corp., the parent company of Fidelity Management & Research Company.
The Company is allocated a charge by FMR Corp. representing the sum of the
applicable foreign and U.S. statutory income tax rates.
Effective January 1, 1993, FMR Corp. and the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax bases
and financial reporting bases. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to reverse.
Adoption of this statement did not have a material impact on the Company's
financial position.
EXHIBIT 1
The language to be added to the current contract is underlined; the
language to be deleted is set forth in [brackets].
The proper name of each fund - Fidelity New Millennium Fund, Fidelity
Growth Company Fund, and Fidelity Emerging Growth Fund - will be inserted
in each respective fund's Contract where indicated by (Name of Portfolio).
The current contracts of the funds are substantially similar; the specific
areas that will differ are the Preamble and Section 3 of this Form of
Management Contract Exhibit.
FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY MT VERNON STREET TRUST:
(NAME OF PORTFOLIO)
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
(New Millennium and Emerging Growth only: [AGREEMENT] ((MODIFICATION)))
made this (New Millennium) [17th day of September 1992]; (Growth Company)
[31st day of January, 1990]; (Emerging Growth) [28th day of December 1990,
as amended and restated the 1st day of April, 1992] ((1st day of _______
199_,)) by and between (Growth Company only: [Fidelity Growth Company Fund]
((Fidelity Mt. Vernon Street Trust))), a Massachusetts business trust
(Growth Company only: [that] ((which ))) which may issue one or more
series of shares of beneficial interest (hereinafter (Growth Company only:
[sometimes] ) called the "Fund"), (Growth Company only: ((on behalf of
(Name of Portfolio) (hereinafter called the "Portfolio"))), and Fidelity
Management & Research Company, a Massachusetts corporation (hereinafter
(Growth Company only: [sometimes] ) called the "Adviser").
FIDELITY NEW MILLENNIUM FUND ONLY:
((Required authorization and approval by shareholders and Trustees having
been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby
consent, pursuant to Paragraph 6 of the existing Management Contract dated
September 17, 1992, to a modification of said Contract in the manner set
forth below. The Modified Management Contract shall when executed by
duly authorized officers of the Fund and the Adviser, take effect on the
later of December 1, 1994 or the first day of the month following
approval.))
FIDELITY GROWTH COMPANY FUND ONLY:
Required authorization[s] and approval[s] by shareholders and Trustees
having been obtained, [Fidelity Growth Company Fund (hereinafter called the
"Fund")] ((the Fund,)) on behalf of [its single existing series of shares
of beneficial interest (hereinafter called the "Portfolio")] ((the
Portfolio,)) and [Fidelity Management & Research Company] ((the Adviser))
hereby consent, pursuant to Paragraph 6 of the [former Advisory and Service
Contract dated August 1, 1983, and Paragraph 6 of the existing Management
Contract dated August 1, 1986,] ((existing Management Contract dated
January 31, 1990,)) to a modification of said [latter] Contract in the
manner set forth below. The [modifications] ((Modified Management
Contract)) shall [take effect upon the execution of this modification of
the Management Contract] ((when executed)) by duly authorized officers of
the Fund and the Adviser[.](( take effect on the later of December 1, 1994
or the first day of the month following approval.))
FIDELITY EMERGING GROWTH FUND ONLY:
Required authorization and approval by shareholders and Trustees having
been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby
consent, pursuant to Paragraph 6 of [said Agreement] ((the existing
Management Contract dated April 1, 1992,)) to a modification of said
[Agreement] ((Contract)) in the manner set forth below. The
[modifications] ((Modified Management Contract)) [shall take effect upon
the execution of this Amended and Restated Management Contract] ((shall
when executed)) by duly authorized officers of the Fund and [of] the
Adviser[.]((, take effect on the later of December 1, 1994 or the first day
of the month following approval.))
ALL PORTFOLIOS:
1. (a) 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 investment objective, policies and
limitations as provided in 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 (the "1940 Act"),
and such other limitations as the Portfolio may impose by notice in writing
to the Adviser. The Adviser shall also furnish for the use of the
Portfolio office space and all necessary office facilities, equipment and
personnel for servicing the investments of the (Growth Company and Emerging
Growth: [Fund] ((Portfolio))); and shall pay the salaries and fees of all
officers of the Portfolio, of all Trustees of the Fund who are "interested
persons" of the Fund or of the Adviser and of all personnel of the Fund or
the Adviser performing services relating to research, statistical and
investment activities. The Adviser is authorized, in its discretion
and without prior consultation with the Portfolio, to buy, sell, lend and
otherwise trade in any stocks, bonds and other securities and investment
instruments on behalf of the Portfolio. The investment policies and
all other actions of the Portfolio are and shall at all times be subject to
the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for
the performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable; (iii) preparing all general
shareholder communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance the value or convenience of the Portfolio as an
investment vehicle.
The (Emerging Growth only: [Fund] ((Adviser))) shall also furnish such
reports, evaluations, information or analyses to the Fund as the Fund's
Board of Trustees may request from time to time or as the Adviser may deem
to be desirable. The Adviser shall make recommendations to the
Fund's Board of Trustees with respect to Fund policies, and shall carry out
such policies as are adopted by the Trustees. The Adviser shall,
subject to review by the Board of Trustees, furnish such other services as
the Adviser shall from time to time determine to be necessary or useful to
perform its obligations under this Contract.
(c) The (Growth Company only: [Fund's] ) Adviser [, at its own expense,]
shall place all orders for the purchase and sale of portfolio securities
for the Portfolio's account with brokers or dealers selected by the
Adviser, which may include brokers or dealers affiliated with the
Adviser. The Adviser shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the
other accounts over which the Adviser or its affiliates exercise investment
discretion. The Adviser is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the Adviser and its affiliates have
with respect to (Growth Company [the Fund and to] ) accounts over which
they exercise investment discretion. The Trustees of the (Growth
Company only: [Trust] ((Fund))) shall periodically review the commissions
paid by the Portfolio to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits
to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.
2. It is understood that the 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. (Growth Company only: [Management Fee.] ) The Adviser will be
compensated on the following basis for the services and facilities to be
furnished hereunder. The Adviser shall receive a monthly management
fee, payable monthly as soon as practicable after the last day of each
month, composed of a Basic Fee and a Performance Adjustment [to the basic
fee based upon the investment performance of the Portfolio in relation to
the (New Millennium: S&P 500 Composite Stock Price Index; Growth Company:
Standard & Poor's Daily Stock Price Index of 500 Common Stocks; Emerging
Growth: Russell 2000 Index of small capitalization stocks (the
"Index")]. ((The Performance Adjustment is added to or subtracted
from the Basic Fee depending on whether the Portfolio experienced better or
worse performance than the (New Millennium and Growth Company) S&P
Composite Index of 500 Stocks (Emerging Growth) Russell 2000 Index
of small capitalization stocks (the "Index"). The Performance
Adjustment is not cumulative. An increased fee will result even
though the performance of the Portfolio over some period of time shorter
than the performance period has been behind that of the Index, and,
conversely, a reduction in the fee will be made for a month even though the
performance of the Portfolio over some period of time shorter than the
performance period has been ahead of that of the Index.)) The Basic
Fee and the Performance Adjustment will be computed as follows:
FIDELITY NEW MILLENNIUM FUND ONLY:
(a) Basic Fee Rate[.]((:)) The annual Basic Fee Rate shall be the
sum of [a] ((the)) Group Fee Rate and the Individual Fund Fee Rate
calculated to the nearest millionth decimal place as follows:
(i) Group Fee Rate. The Group Fee Rate shall be based upon the
monthly average of the net assets of the registered investment companies
having Advisory and Service or Management Contracts with the Adviser
(computed in the manner set forth in the [charter of each investment
company] ((fund's Declaration of Trust or other organizational document)))
determined as of the close of business on each business day throughout the
month. The Group Fee Rate shall be determined on a cumulative basis
pursuant to the following schedule:
Average Net Assets Annualized Fee Rate (for each level)

$ 0 - 3 billion .5200%

3 - 6 .4900%

6 - 9 .4600%

9 - 12 .4300%

12 - 15 .4000%

15 - 18 .3850%

18 - 21 .3700%

21 - 24 .3600%

24 - 30 .3500%

30 - 36 .3450%

36 - 42 .3400%

42 - 48 .3350%

48 - 66 .3250%

66 - 84 .3200%

84 - 102 .3150%

102 - 138 .3100%

138 - 174 .3050%

[Over 174] [.3000%]

((174 - 210)) ((.3000%))

((210 - 246)) ((.2950%))

((246 - 282)) ((.2900%))

((282 - 318)) ((.2850%))

((318 - 354)) ((.2800%))

((354 - 390)) ((.2750%))

((Over 390)) ((.2700%))

(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall
be .35%.
FIDELITY GROWTH COMPANY FUND ONLY:
((a)) Basic Fee Rate[.]((:)) The ((annual)) Basic Fee Rate shall be
[composed] ((the sum)) of [two elements: (i) Group Fee Rate. The group fee
rate shall be based upon the monthly average of the net assets of the
registered investment companies having Advisory and Service or Management
Contracts with the Adviser (computed in the manner set forth in the charter
of each investment company) determined as of the close of business on each
business day throughout the month. The group fee rate shall be determined
on a cumulative basis pursuant to the following schedule:] ((the Group Fee
Rate and the Individual Fund Fee Rate calculated to the nearest millionth
decimal place as follows:))
(((i) Group Fee Rate. The Group Fee Rate shall be based upon the
monthly average of the net assets of the registered investment companies
having Advisory and Service or Management Contracts with the Adviser
(computed in the manner set forth in the fund's Declaration of Trust or
other organizational document) determined as of the close of business on
each business day throughout the month. The Group Fee Rate shall be
determined on a cumulative basis pursuant to the following schedule:))
Average Net Assets Annualized Fee Rate (for each level)

$ 0 - 3 billion .5200%

3 - 6 .4900%

6 - 9 .4600%

9 - 12 .4300%

12 - 15 .4000%

15 - 18 .3850%

18 - 21 .3700%

21 - 24 .3600%

24 - 30 .3500%

30 - 36 .3450%

36 - 42 .3400%

42 - 48 .3350%

48 - 66 .3250%

66 - 84 .3200%

84 - 102 .3150%

[Over 102] [.3100%]

((102 - 138)) ((.3100%))

((138 - 174)) ((.3050%))

((174 - 210)) ((.3000%))

((210 - 246)) ((.2950%))

((246 - 282)) ((.2900%))

((282 - 318)) ((.2850%))

((318 - 354)) ((.2800%))

((354 - 390)) ((.2750%))

((Over 390)) ((.2700%))

(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be
.30%. [The sum of the cumulative group fee rate, calculated as described
above to the nearest millionth decimal place, and the individual fund fee
rate shall constitute the annual basic fee rate.]
FIDELITY EMERGING GROWTH FUND ONLY:
(a) Basic Fee Rate[.]((:)) The annual Basic Fee Rate shall be the
sum of [a] ((the)) Group Fee Rate and the Individual Fund Fee Rate
calculated to the nearest millionth decimal place as follows: [(i) Group
Fee Rate. The group fee rate shall be based upon the monthly average of the
net assets of the registered investment companies having Advisory and
Service or Management Contracts with the Adviser (computed in the manner
set forth in the charter of each investment company) determined as of the
close of business on each business day throughout the month. The group fee
rate shall be determined on a cumulative basis pursuant to the following
schedule:]
(((i) Group Fee Rate. The Group Fee Rate shall be based upon the monthly
average of the net assets of the registered investment companies having
Advisory and Service or Management Contracts with the Adviser (computed in
the manner set forth in the fund's Declaration of Trust or other
organizational document) determined as of the close of business on each
business day throughout the month. The Group Fee Rate shall be determined
on a cumulative basis pursuant to the following schedule:))
Average Net Assets Annualized Fee Rate (for each level)

$ 0 - 3 billion .5200%

3 - 6 .4900%

6 - 9 .4600%

9 - 12 .4300%

12 - 15 .4000%

15 - 18 .3850%

18 - 21 .3700%

21 - 24 .3600%

24 - 30 .3500%

30 - 36 .3450%

36 - 42 .3400%

42 - 48 .3350%

48 - 66 .3250%

66 - 84 .3200%

84 - 102 .3150%

102 - 138 .3100%

138 - 174 .3050%

[Over 174] [.3000%]

((174 - 210)) ((.3000%))

((210 - 246)) ((.2950%))

((246 - 282)) ((.2900%))

((282 - 318)) ((.2850%))

((318 - 354)) ((.2800%))

((354 - 390)) ((.2750%))

((Over 390)) ((.2700%))

(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be
.35%.
ALL PORTFOLIOS:
(b) ((Basic Fee.)) One-twelfth of the [annual] Basic Fee (Growth Company
and Emerging Growth only: ((Rate))) shall be applied to the average of the
net assets of the Portfolio (computed in the manner set forth in the
((Fund's)) Declaration of Trust [of the Fund] ((or other organizational
document))) determined as of the close of business on each (New Millennium
and Emerging Growth only: ((business))) day throughout the month. (Growth
Company only: ((The resulting dollar amount comprises the Basic Fee.)))
[This basic fee will be subject to upward or downward adjustment on the
basis of the Portfolio's investment performance as follows:]
(c) (New Millennium and Emerging Growth only: [The] Performance
Adjustment ((Rate))): [An adjustment to the monthly basic fee will be made
by applying a performance adjustment rate to the average net assets of the
Portfolio over the performance period. The resulting dollar figure will be
added to or subtracted from the basic fee depending on whether the
Portfolio experienced better or worse performance than the (Growth Company
only: [ record of the ] ) Index.] The Performance Adjustment
Rate is 0.02% for each percentage point [rounded to the nearer point (the
higher point if exactly one-half point)] that the Portfolio's investment
performance for the performance period was better or worse than the record
of the Index as then constituted. The maximum performance adjustment rate
is (Growth Company only: ["] ) 0.20%.
FIDELITY NEW MILLENNIUM FUND ONLY:
The performance period will commence with the first day of the first full
month [of operation] following the Portfolio's commencement of operations.
During the first eleven months of the [operation of the Portfolio]
((performance period for the Portfolio,)) there will be no performance
adjustment. Starting with the twelfth month of the performance period, the
performance adjustment will take effect. Following the twelfth month a new
month will be added to the performance period until the performance period
equals 36 months. Thereafter the performance period will consist of the
current month plus the previous 35 months.
FIDELITY GROWTH COMPANY FUND ONLY:
((The performance period will commence with the first day of the first
full month following the Portfolio's commencement of operations.)) During
the first eleven months of the [operation of the Portfolio] ((performance
period for the Portfolio,)) there will be no performance adjustment.
Starting with the twelfth month of [operation] ((the performance period,))
the performance adjustment will take effect. Following the twelfth month a
new month will be added to the performance period until the performance
period equals 36 months. Thereafter the performance period will consist of
the current month plus the previous 35 months.
FIDELITY EMERGING GROWTH FUND ONLY:
The performance period will commence with the first day of the first full
month following the [effective date of the Portfolio's registration
statement] ((Portfolio's commencement of operations.)) During the first
eleven months of the [operation of the Portfolio] ((performance period for
the Portfolio,)) there will be no performance adjustment. Starting with the
twelfth month of [operation] ((the performance period,)) the performance
adjustment will take effect. Following the twelfth month a new month will
be added to the performance period until the performance period equals 36
months. Thereafter the performance period will consist of the current month
plus the previous 35 months.
ALL PORTFOLIOS:
The Portfolio's investment performance will be measured by comparing (i)
the opening net asset value of one share of the Portfolio on the first
business day of the performance period with (ii) the closing net asset
value of one share of the Portfolio as of the last business day of such
period. In computing the investment performance of the Portfolio and the
investment record of the Index, distributions of realized capital gains,
the value of capital gains taxes per share paid or payable on undistributed
realized long-term capital gains accumulated to the end of such period and
dividends paid out of investment income on the part of the Portfolio, and
all cash distributions of the [companies whose stocks comprise]
((securities included in)) the Index, will be treated as reinvested in
accordance with Rule 205-1 or any other applicable rules under the
Investment Advisers Act of 1940, as the same from time to time may be
amended.
FIDELITY NEW MILLENNIUM FUND AND FIDELITY EMERGING GROWTH FUND ONLY:
[The computation of the performance adjustment will not be cumulative. A
positive fee rate will apply even though the performance of the Portfolio
over some period of time shorter than the performance period has been
behind that of the Index, and, conversely, a negative fee rate will apply
for a month even though the performance of the Portfolio over some period
of time shorter than the performance period has been ahead of that of the
Index.]
FIDELITY GROWTH COMPANY FUND ONLY:
[The adjustment to the basic fee will not be cumulative. An increased fee
will result even though the performance of the performance of the Portfolio
over some period of time shorter than the performance period has been
behind that of the Index, and, conversely, a reduction in the fee will be
made for a month even though the performance of the Portfolio over some
period of time shorter than the performance period has been ahead of that
of the Index.]
FIDELITY NEW MILLENNIUM FUND AND FIDELITY EMERGING GROWTH FUND ONLY:
(d) ((Performance Adjustment)). One-twelfth of the annual Performance
Adjustment Rate [shall] ((will)) be applied to the average of the net
assets of the Portfolio (computed in the manner set forth in the ((Fund's))
Declaration of Trust [of the Fund adjusted as provided in sub-paragraph (e)
of this paragraph 3 below, if applicable] ((or other organizational
document))) determined as of the close of business on each business day
throughout the month and the performance period. [The resulting dollar
amount is added to or deducted from the basic fee.]
FIDELITY GROWTH COMPANY FUND ONLY:
(((d))) ((Performance Adjustment. One-twelfth of the annual Performance
Adjustment Rate will be applied to the average of the net assets of the
Portfolio (computed in the manner set forth in the Fund's Declaration of
Trust or other organizational document) determined as of the close of
business on each business day throughout the month and the performance
period.))
ALL PORTFOLIOS:
(e) In case of termination of this Contract during any month, the fee for
that month shall be reduced proportionately on the basis of the number of
business days during which it is in effect for that month. The Basic Fee
Rate will be computed on the basis of and applied to net assets averaged
over that month ending on the last business day on which this Contract is
in effect. The amount of this Performance Adjustment to the Basic Fee will
be computed on the basis of and applied to net assets averaged over the
36-month period ending on the last business day on which this Contract is
in effect provided that if (Growth Company only: [the Portfolio] ) this
Contract has been in effect less than 36 months, the computation will be
made on the basis of the period of time during which it has been in effect.
4. It is understood that the Portfolio will pay all its expenses [other
than those expressly stated to be payable by the Adviser hereunder], which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related to the registration and
qualification of the Fund and the Portfolio's shares for distribution under
state and federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the Portfolio;
(viii) all other expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts
with the Adviser, of 50% of insurance premiums for fidelity and other
coverage; (x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until July 31, (New
Millennium) [1993] (Growth Company) [1990] (Emerging Growth) [1992]
((1995)) 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.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
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 ((or
other organizational document)) 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, and the Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the
Portfolio or any other Portfolios of the Fund. In addition, the Adviser
shall not seek satisfaction of any such obligations from the Trustees or
any individual Trustee. The Adviser understands that the rights and
obligations of any Portfolio under the Declaration of Trust ((or other
organizational document)) are separate and distinct from those of any and
all other (Growth Company only: [funds] )Portfolios.
((8.)) ((This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving effect
to the choice of laws provisions thereof.))
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
[ SIGNATURE LINES OMITTED]
EXHIBIT 2
The language to be added to the current contract is underlined; the
language to be deleted is set forth in [brackets].
The proper name of each fund - Fidelity New Millennium Fund, Fidelity
Growth Company Fund, and Fidelity Emerging Growth Fund will be inserted in
each respective fund's contract where indicated by (Name of Portfolio).
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
((AND
FIDELITY MT. VERNON STREET TRUST ON BEHALF OF (NAME OF PORTFOLIO)))
AGREEMENT made this (New Millennium) [17th day of September, 1992];
(Growth Company) [1st day of December, 1989]; (Emerging Growth) [28th day
of December, 1990] __ day of ____, 1994, by and between [Fidelity
Management & Research (Far East) Inc.] ((Fidelity Management & Research
Company)), a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts (hereinafter called the
["Sub-Adviser"] (("Advisor"))); [and] Fidelity Management & Research
[Company, a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts] (((Far East))) Inc. (hereinafter
called the ["Adviser"] (("Sub-Advisor"))); ((and Fidelity Mt. Vernon Street
Trust, a Massachusetts business trust which may issue one or more series of
shares of beneficial interest (hereinafter called the "Trust") on behalf of
(Name of Portfolio) (hereinafter called the "Portfolio").))
WHEREAS ((the Trust and)) the Advisor [has] ((have)) entered into a
Management Contract [with Fidelity Mt. Vernon Street Trust, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Fund"),] on behalf of [(Name of
Portfolio) (hereinafter called the "Portfolio")] ((the Portfolio)),
pursuant to which the Advisor is to act as investment [adviser] ((manager))
of the Portfolio; and
WHEREAS the Sub-Advisor ((and its subsidiaries and other affiliated
persons)) [has] ((have)) personnel in [Asia and the Pacific Basin]
((various locations throughout the world and)) [was] ((have been)) formed
((in part)) for the purpose of researching and compiling information and
recommendations with respect to the economies of various countries, [and
issuers located outside of North America, principally in Asia and the
Pacific Basin.] ((and securities of issuers located in such countries, and
providing investment advisory services in connection therewith;))
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as
follows:
((1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor
to perform one or more of the following services with respect to all or a
portion of the investments of the Portfolio. The services and the portion
of the investments of the Portfolio to be advised or managed by the
Sub-Advisor shall be as agreed upon from time to time by the Advisor and
the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all
personnel of the Sub-Advisor performing services for the Portfolio relating
to research, statistical and investment activities.))
(a) ((Investment Advice)): [The Sub-Adviser shall act as an investment
consultant to the Adviser and] ((If and to the extent requested by the
Advisor, the Sub-Advisor shall provide investment advice to the Portfolio
and the Advisor with respect to all or a portion of the investments of the
Portfolio, and in connection with such advice)) shall furnish ((the
Portfolio and)) the Advisor such factual information, research reports and
investment recommendations [relating to non-U.S. issuers of securities
located in, and the economies of, various countries outside of the U.S.
all] as the Advisor may reasonably require. Such information may include
written and oral reports and analyses.
(((b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor,
manage all or a portion of the investments of the Portfolio in accordance
with the investment objective, policies and limitations provided in the
Portfolio's Prospectus or other governing instruments, as amended from time
to time, the Investment Company Act of 1940 (the "1940 Act") and rules
thereunder, as amended from time to time, and such other limitations as the
Trust or Advisor may impose with respect to the Portfolio by notice to the
Sub-Advisor. With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any stock,
bond, other security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as the
Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to
the extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including but
not limited to services such as managing foreign currency investments,
purchasing and selling or writing futures and options contracts, borrowing
money or lending securities on behalf of the Portfolio. All investment
management and any other activities of the Sub-Advisor shall at all times
be subject to the control and direction of the Advisor and the Trust's
Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or all
of the services contemplated by this Agreement directly or through such of
its subsidiaries or other affiliated persons as the Sub-Advisor shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliated persons shall have been approved by
the Trust to the extent required pursuant to the 1940 Act and rules
thereunder.
2. Information to be Provided to the Trust and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees or
the Advisor may reasonably request from time to time, or as the Sub-Advisor
may deem to be desirable.
3. Brokerage: In connection with the services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Sub-Advisor shall place all
orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Sub-Advisor,
which may include brokers or dealers affiliated with the Advisor or
Sub-Advisor. The Sub-Advisor shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of l934) to the Portfolio and/or to the other
accounts over which the Sub-Advisor or Advisor exercise investment
discretion. The Sub-Advisor is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Sub-Advisor determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination may
be viewed in terms of either that particular transaction or the overall
responsibilities which the Sub-Advisor has with respect to accounts over
which it exercises investment discretion. The Trustees of the Trust shall
periodically review the commissions paid by the Portfolio to determine if
the commissions paid over representative periods of time were reasonable in
relation to the benefits to the Portfolio.
4. Compensation: The Advisor shall compensate the Sub-Advisor on the
following basis for the services to be furnished hereunder.))
[(2)](a) ((INVESTMENT ADVISORY FEE)): [The Sub-Adviser will be compensated
by the Adviser on the following basis for the services to be furnished
hereunder:] ((For services provided under subparagraph (a) of paragraph 1
of this Agreement,)) the Advisor agrees to pay the Sub-Advisor a monthly
((Sub-Advisory)) Fee((.)) ((The Sub-Advisory Fee shall be)) equal to 105%
of the Sub-Advisor's costs incurred in connection with [the] ((rendering
the services referred to in subparagraph (a) of paragraph 1 of this))
Agreement [, said costs to be determined in relation to the assets of the
Portfolio that benefit from the services of the Sub-Adviser]. ((The
Sub-Advisory Fee shall not be reduced to reflect expense reimbursements or
fee waivers by the Advisor, if any, in effect from time to time.))
(((b) INVESTMENT MANAGEMENT FEE: For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Advisor agrees to pay the
Sub-Advisor a monthly Investment Management Fee. The Investment Management
Fee shall be equal to: (i) 50% of the monthly management fee rate
(including performance adjustments, if any) that the Portfolio is obligated
to pay the Advisor under its Management Contract with the Advisor,
multiplied by: (ii) the fraction equal to the net assets of the Portfolio
as to which the Sub-Advisor shall have provided investment management
services divided by the net assets of the Portfolio for that month. If in
any fiscal year the aggregate expenses of the Portfolio exceed any
applicable expense limitation imposed by any state or federal securities
laws or regulations, and the Advisor waives all or a portion of its
management fee or reimburses the Portfolio for expenses to the extent
required to satisfy such limitation, the Investment Management Fee paid to
the Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements and
the Advisor subsequently recovers all or any portion of such waivers or
reimbursements, then the Sub-Advisor shall be entitled to receive from the
Advisor a proportionate share of the amount recovered. To the extent that
waivers and reimbursements by the Advisor required by such limitations are
in excess of the Advisor's management fee, the Investment Management Fee
paid to the Sub-Advisor will be reduced to zero for that month, but in no
event shall the Sub-Advisor be required to reimburse the Advisor for all or
a portion of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph (1) for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the Sub-Advisor with respect to such investments shall be
calculated exclusively under subparagraph (b) of this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Sub-Advisor
hereunder or by the Advisor under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and other
costs in connection with the purchase or sale of securities and other
investment instruments; (iii) fees and expenses of the Trust's Trustees
other than those who are "interested persons" of the Trust, the Sub-Advisor
or the Advisor; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Trust and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefore;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Advisor, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Trust's Trustees and officers with respect thereto.))
[3]((6. Interested Persons:)) It is understood that Trustees, officers,
and shareholders of the [Fund] ((Trust)) are or may be or become interested
in the Advisor [and] ((or)) the Sub-Advisor as directors, officers or
otherwise and that directors, officers and stockholders of the Advisor
[and] ((or)) the Sub-Advisor are or may be or become similarly interested
in the Trust, and that the Advisor or the Sub-Advisor may be or become
interested in the [Fund] ((Trust)) as a shareholder or otherwise.
[4. The Sub-Adviser shall for all purposes be an independent contractor
and not an agent or employee of the Adviser or the Fund. The Sub-Adviser
shall have no authority to act for, represent, bind or obligate the Adviser
or the Fund, and shall in no event have discretion to invest or reinvest
assets held by the Portfolio.]
[5]((7. Services to Other Companies or Accounts:)) The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor being free to render services to others and engage in other
activities, provided, however, that such other services and activities do
not, during the term of this Agreement, interfere, in a material manner,
with the Sub-Advisor's ability to meet all of its obligations hereunder.
((The Sub-Advisor shall for all purposes be an independent contractor and
not an agent or employee of the Advisor or the Trust.))
((8. Standard of Care:)) In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder
on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to
liability to the Advisor, the Trust or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security.
[6]((9. Duration and Termination of Agreement; Amendments: ))
(a) Subject to prior termination as provided in subparagraph (d) of this
paragraph [6]((9)), this Agreement shall continue in force until July 31,
(New Millennium) [1993]; ( Emerging Growth ) [1991]; ( Growth
Company ) [1990] ((1995)) and indefinitely thereafter, but only so long
as the continuance after such period shall be specifically approved at
least annually by vote of the Trust's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Advisor, the
Sub-Advisor and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
(c) In addition to the requirements of subparagraphs (a) and (b) of this
paragraph [6]((9)), the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.
(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time
on sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or with respect to the Portfolio by vote of a
majority of its outstanding voting securities. This Agreement shall
terminate automatically in the event of its assignment.
[7]((10. Limitation of Liability:)) The Sub-Advisor is hereby expressly
put on notice of the limitation of shareholder liability as set forth in
the Declaration of Trust ((or other organizational document)) of the [Fund]
((Trust)) and agrees that any obligations of the [Fund] ((Trust)) or the
Portfolio arising in connection with this Agreement shall be limited in all
cases to the Portfolio and its assets, and the Sub-Advisor shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio. Nor shall the Sub-Advisor seek satisfaction
of any such obligation from the Trustees or any individual Trustee.
((11. Governing Law: This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts, without
giving effect to the choice of laws provisions thereof.))
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the
[Investment Company Act of] 1940 ((Act)) as now in effect or as hereafter
amended.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of
the date written above.
[SIGNATURE LINES OMITTED]
EXHIBIT 3
The language to be added to the current contract is underlined; the
language to be deleted is set forth in [brackets].
The proper name of each fund - Fidelity New Millennium Fund, Fidelity
Growth Company Fund, and Fidelity Emerging Growth Fund will be inserted in
each respective fund's contract where indicated by (Name of Portfolio).
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
((AND
FIDELITY MT. VERNON STREET TRUST ON BEHALF OF (NAME OF PORTFOLIO)))
AGREEMENT made this (New Millennium) [17th day of September, 1992];
(Growth Company) [1st day of December, 1989]; (Emerging Growth) [28th day
of December, 1990) __ day of ____, 1994, by and between [Fidelity
Management & Research (U.K.) Inc.] ((Fidelity Management & Research
Company,)) a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts (hereinafter called the
["Sub-Adviser"] (("Advisor"))); [and] Fidelity Management & Research
[Company, a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts] (((U.K.) Inc.)) (hereinafter
called the ["Adviser"] (("Sub-Advisor"))); ((and Fidelity Mt. Vernon Street
Trust, a Massachusetts business trust which may issue one or more series of
shares of beneficial interest (hereinafter called the "Trust") on behalf of
(Name of Portfolio) (hereinafter called the "Portfolio").))
WHEREAS ((the Trust and)) the Advisor [has] ((have)) entered into a
Management Contract [with Fidelity Mt. Vernon Street Trust, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Fund"),] on behalf of [(Name of
Portfolio) (hereinafter called the "Portfolio")] ((the Portfolio)),
pursuant to which the Advisor is to act as investment [adviser] ((manager))
of the Portfolio; and
WHEREAS the Sub-Advisor ((and its subsidiaries and other affiliated
persons)) [has] ((have)) personnel in [Western Europe] ((various locations
throughout the world and)) [was] ((have been)) formed ((in part)) for the
purpose of researching and compiling information and recommendations with
respect to the economies of various countries, [and issuers located outside
of North America, principally in Western Europe.] ((and securities of
issuers located in such countries, and providing investment advisory
services in connection therewith;))
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as
follows:
((1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor
to perform one or more of the following services with respect to all or a
portion of the investments of the Portfolio. The services and the portion
of the investments of the Portfolio to be advised or managed by the
Sub-Advisor shall be as agreed upon from time to time by the Advisor and
the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all
personnel of the Sub-Advisor performing services for the Portfolio relating
to research, statistical and investment activities.))
(a) ((Investment Advice)): [The Sub-Adviser shall act as an investment
consultant to the Adviser and] ((If and to the extent requested by the
Advisor, the Sub-Advisor shall provide investment advice to the Portfolio
and the Advisor with respect to all or a portion of the investments of the
Portfolio, and in connection with such advice)) shall furnish ((the
Portfolio and)) the Advisor such factual information, research reports and
investment recommendations [relating to non-U.S. issuers of securities
located in, and the economies of, various countries outside of the U.S.
all] as the Advisor may reasonably require. Such information may include
written and oral reports and analyses.
(((b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor,
manage all or a portion of the investments of the Portfolio in accordance
with the investment objective, policies and limitations provided in the
Portfolio's Prospectus or other governing instruments, as amended from time
to time, the Investment Company Act of 1940 (the "1940 Act") and rules
thereunder, as amended from time to time, and such other limitations as the
Trust or Advisor may impose with respect to the Portfolio by notice to the
Sub-Advisor. With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any stock,
bond, other security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as the
Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to
the extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including but
not limited to services such as managing foreign currency investments,
purchasing and selling or writing futures and options contracts, borrowing
money or lending securities on behalf of the Portfolio. All investment
management and any other activities of the Sub-Advisor shall at all times
be subject to the control and direction of the Advisor and the Trust's
Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or all
of the services contemplated by this Agreement directly or through such of
its subsidiaries or other affiliated persons as the Sub-Advisor shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliated persons shall have been approved by
the Trust to the extent required pursuant to the 1940 Act and rules
thereunder.
2. Information to be Provided to the Trust and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees or
the Advisor may reasonably request from time to time, or as the Sub-Advisor
may deem to be desirable.
3. Brokerage: In connection with the services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Sub-Advisor shall place all
orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Sub-Advisor,
which may include brokers or dealers affiliated with the Advisor or
Sub-Advisor. The Sub-Advisor shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of l934) to the Portfolio and/or to the other
accounts over which the Sub-Advisor or Advisor exercise investment
discretion. The Sub-Advisor is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Sub-Advisor determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination may
be viewed in terms of either that particular transaction or the overall
responsibilities which the Sub-Advisor has with respect to accounts over
which it exercises investment discretion. The Trustees of the Trust shall
periodically review the commissions paid by the Portfolio to determine if
the commissions paid over representative periods of time were reasonable in
relation to the benefits to the Portfolio.
4. Compensation: The Advisor shall compensate the Sub-Advisor on the
following basis for the services to be furnished hereunder.))
[(2)](a) ((INVESTMENT ADVISORY FEE:)) [The Sub-Adviser will be compensated
by the Adviser on the following basis for the services to be furnished
hereunder:] ((For services provided under subparagraph (a) of paragraph 1
of this Agreement,)) the Advisor agrees to pay the Sub-Advisor a monthly
((Sub-Advisory)) Fee((.)) ((The Sub-Advisory Fee shall be)) equal to 110%
of the Sub-Advisor's costs incurred in connection with [the] ((rendering
the services referred to in subparagraph (a) of paragraph 1 of this))
Agreement [, said costs to be determined in relation to the assets of the
Portfolio that benefit from the services of the Sub-Adviser]. ((The
Sub-Advisory Fee shall not be reduced to reflect expense reimbursements or
fee waivers by the Advisor, if any, in effect from time to time.))
)(((b))) ((INVESTMENT MANAGEMENT FEE: For services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees to
pay the Sub-Advisor a monthly Investment Management Fee. The Investment
Management Fee shall be equal to: (i) 50% of the monthly management fee
rate (including performance adjustments, if any) that the Portfolio is
obligated to pay the Advisor under its Management Contract with the
Advisor, multiplied by: (ii) the fraction equal to the net assets of the
Portfolio as to which the Sub-Advisor shall have provided investment
management services divided by the net assets of the Portfolio for that
month. If in any fiscal year the aggregate expenses of the Portfolio exceed
any applicable expense limitation imposed by any state or federal
securities laws or regulations, and the Advisor waives all or a portion of
its management fee or reimburses the Portfolio for expenses to the extent
required to satisfy such limitation, the Investment Management Fee paid to
the Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements and
the Advisor subsequently recovers all or any portion of such waivers or
reimbursements, then the Sub-Advisor shall be entitled to receive from the
Advisor a proportionate share of the amount recovered. To the extent that
waivers and reimbursements by the Advisor required by such limitations are
in excess of the Advisor's management fee, the Investment Management Fee
paid to the Sub-Advisor will be reduced to zero for that month, but in no
event shall the Sub-Advisor be required to reimburse the Advisor for all or
a portion of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph (1) for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the Sub-Advisor with respect to such investments shall be
calculated exclusively under subparagraph (b) of this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Sub-Advisor
hereunder or by the Advisor under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and other
costs in connection with the purchase or sale of securities and other
investment instruments; (iii) fees and expenses of the Trust's Trustees
other than those who are "interested persons" of the Trust, the Sub-Advisor
or the Advisor; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Trust and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefore;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Advisor, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Trust's Trustees and officers with respect thereto.))
[3]((6. Interested Persons:)) It is understood that Trustees, officers,
and shareholders of the [Fund] ((Trust)) are or may be or become interested
in the Advisor [and] ((or)) the Sub-Advisor as directors, officers or
otherwise and that directors, officers and stockholders of the Advisor
[and] ((or)) the Sub-Advisor are or may be or become similarly interested
in the Trust, and that the Advisor or the Sub-Advisor may be or become
interested in the [Fund] ((Trust)) as a shareholder or otherwise.
[4. The Sub-Adviser shall for all purposes be an independent contractor
and not an agent or employee of the Adviser or the Fund. The Sub-Adviser
shall have no authority to act for, represent, bind or obligate the Adviser
or the Fund, and shall in no event have discretion to invest or reinvest
assets held by the Portfolio.]
[5]((7. Services to Other Companies or Accounts:)) The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor being free to render services to others and engage in other
activities, provided, however, that such other services and activities do
not, during the term of this Agreement, interfere, in a material manner,
with the Sub-Advisor's ability to meet all of its obligations hereunder.
((The Sub-Advisor shall for all purposes be an independent contractor and
not an agent or employee of the Advisor or the Trust)).
((8. Standard of Care:)) In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder
on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to
liability to the Advisor, the Trust or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security.
[6] ((9. Duration and Termination of Agreement; Amendments:))
(a) Subject to prior termination as provided in subparagraph (d) of this
paragraph [6]9, this Agreement shall continue in force until July 31, (New
Millennium ) [1993]; (Emerging Growth) [1991]; (Growth Company)
[1990] ((1995)) and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust's Board of Trustees or by vote of a majority
of the outstanding voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Advisor, the
Sub-Advisor and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
(c) In addition to the requirements of subparagraphs (a) and (b) of this
paragraph [6]((9)), the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.
(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time
on sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or with respect to the Portfolio by vote of a
majority of its outstanding voting securities. This Agreement shall
terminate automatically in the event of its assignment.
[7]((10. Limitation of Liability:)) The Sub-Advisor is hereby expressly
put on notice of the limitation of shareholder liability as set forth in
the Declaration of Trust ((or other organizational document)) of the [Fund]
((Trust)) and agrees that any obligations of the [Fund] ((Trust)) or the
Portfolio arising in connection with this Agreement shall be limited in all
cases to the Portfolio and its assets, and the Sub-Advisor shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio. Nor shall the Sub-Advisor seek satisfaction
of any such obligation from the Trustees or any individual Trustee.
((11. Governing Law: This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts, without
giving effect to the choice of laws provisions thereof. ))
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the
[Investment Company Act of] 1940 ((Act)) as now in effect or as hereafter
amended.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of
the date written above.
[SIGNATURE LINES OMITTED]
EXHIBIT 4
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS (A)
RATIO OF RATIO OF NET
ADVISORY FEES ADVISORY FEES
TO AVERAGE TO AVERAGE RATIO OF
AVERAGE NET ASSETS NET ASSETS EXPENSES TO
INVESTMENT FISCAL NET ASSETS PURSUANT TO PAID AVERAGE NET
OBJECTIVE AND FUND YEAR END (A) (MILLIONS) ADVISORY CONTRACT TO FMR
(B) ASSETS (C)
GROWTH AND INCOME
Balanced (3) 7/31/93 $ 2,154.5 0.53% 0.53% 0.93%
Dividend Growth (3) 7/31/93** 9.2 0.62(dagger) - 2.50(dagger)
Global Balanced (1) 7/31/93** 35.7 0.77(dagger) 0.77(dagger) 2.12(dagger)
Growth & Income 7/31/93 5,195.4 0.53 0.53 0.83
Puritan (3) 7/31/93 6,319.2 0.47 0.47 0.74
Advisor Income &
Growth 10/31/93 870.1 0.53 0.53 1.51
International Growth
& Income (2) 10/31/93 301.5 0.77 0.77 1.52
Advisor Equity Portfolio
Income :
Class A (3) 11/30/93 19.1 0.50 0.50 1.77
Institutional Class (3) 11/30/93 167.8 0.50 0.50 0.79
Convertible Securities (3) 11/30/93 782.6 0.53 0.53 0.92
Equity-Income II (3) 11/30/93 3,544.3 0.53 0.53 0.88
Variable Insurance
Products:
Equity-Income 12/31/93 952.1 0.53 0.53 0.62
Equity-Income (3) 1/31/94 6,040.5 0.38 0.38 0.66
Real Estate (3) 1/31/94 417.9 0.63 0.63 1.13
Utilities Income (3) 1/31/94 1,394.4 0.53 0.53 0.86
U.S. Equity Index 2/28/94 1,647.0 0.28 - 0.28
Market Index 4/30/94 300.9 0.45 0.45 0.45
Fidelity Fund (3) 6/30/94 1,545.0 0.41 0.41 0.65
ASSET ALLOCATION
Asset Manager 9/30/93 4,704.2 0.72 0.72 1.09
Asset Manager:
Growth (3)(4) 9/30/93 566.0 0.73 0.63 1.19
Asset Manager:
Income (3)(4) 9/30/93 79.1 0.44 - 0.65
Variable Insurance
Products II:
Asset Manager (3) 12/31/93 1,432.9 0.72 0.72 0.88
Index 500 12/31/93 20.8 0.28 - 0.28
GROWTH
RATIO OF RATIO OF NET
ADVISORY FEES ADVISORY FEES
TO AVERAGE TO AVERAGE RATIO OF
AVERAGE NET ASSETS NET ASSETS EXPENSES
TO
INVESTMENT FISCAL NET ASSETS PURSUANT TO PAID AVERAGE
NET
OBJECTIVE AND FUND YEAR END (A) (MILLIONS) ADVISORY CONTRACT TO FMR
(B)
ASSETS (C)
Blue Chip Growth 7/31/93 589.5 0.72 0.72 1.25
Low-Priced Stock (3) 7/31/93 2,048.8 0.76 0.76 1.12
OTC Portfolio 7/31/93 1,202.7 0.74 0.74 1.08
Advisor Strategic
Opportunities (3) 9/30/93 $ 219.2 0.54% 0.54% 1.57%
Destiny I 9/30/93# 2,920.5 0.60(dagger) 0.60(dagger) 0.65(dagger)
Destiny II 9/30/93# 1,100.8 0.71(dagger) 0.71(dagger) 0.84(dagger)
Strategic
Opportunities (3) 9/30/93 19.2 0.54 0.54 0.89
Advisor Emerging Asia
Fund, Inc. (5) 10/31/94** 117.0 1.01(dagger) 1.01(dagger) 1.86(dagger)
Advisor Global
Resources (3) 10/31/93 14.4 0.77 0.77 2.62
Advisor Growth
Opportunities 10/31/93 1,204.5 0.68 0.68 1.64
Advisor Overseas (2) 10/31/93 65.5 0.77 0.77 2.38
Canada (2) 10/31/93 61.1 0.86 0.86 2.00
Capital Appreciation (3) 10/31/93 1,139.1 0.48 0.48 0.86
Disciplined Equity (3) 10/31/93 622.1 0.70 0.70 1.09
Diversified
International (2) 10/31/93 119.1 0.73 0.73 1.47
Emerging Markets (2) 10/31/93 144.4 0.77 0.77 1.91
Europe (2) 10/31/93 488.3 0.64 0.64 1.25
Europe Capital
Appreciation (2) 10/31/94** 231.8 0.78(dagger) 0.78(dagger) 1.58(dagger)
Japan (1) 10/31/93 98.4 0.77 0.77 1.71
Latin America (2) 10/31/93** 114.6 0.77(dagger) 0.77(dagger) 1.94(dagger)
Overseas (2) 10/31/93 1,025.1 0.77 0.77 1.27
Pacific Basin (1) 10/31/93 251.2 0.80 0.80 1.59
Southeast Asia (1) 10/31/93** 139.3 0.77(dagger) 0.71(dagger) 2.00(dagger)
Stock Selector (3) 10/31/93 459.7 0.71 0.71 1.10
Value (3) 10/31/93 1,100.8 0.72 0.72 1.11
Worldwide (2) 10/31/93 148.9 0.78 0.78 1.40
Advisor Equity Portfolio
Growth :
Class A (3) 11/30/93 176.0 0.66 0.66 1.84
Institutiona l Class (3) 11/30/93 226.7 0.66 0.66 0.94
Emerging Growth (3) 11/30/93 620.6 0.80 0.80 1.19
Growth Company (3) 11/30/93 2,119.8 0.75 0.75 1.07
New Millennium 11/30/93** 187.5 0.68(dagger) 0.68(dagger) 1.32(dagger)
Retirement Growth (3) 11/30/93 2,404.1 0.76 0.76 1.05
Congress Street 12/31/93 63.4 0.46 0.46 0.61
Contrafund (3) 12/31/93 4,138.1 0.69 0.69 1.06
Exchange 12/31/93 187.7 0.54 0.54 0.57
Trend (3) 12/31/93 1,296.7 0.65 0.65 0.92
Variable Insurance
Products:
Growth 12/31/93 $ 1,016.0 0.63% 0.63% 0.71%
Overseas (2) 12/31/93 398.7 0.77 0.77 1.03
Mid-Cap Stock (3) 1/31/95** 17.6 0.62(dagger) 0.62(dagger) 2.23(dagger)
Select Portfolios:
Air Transportation (3) 2/28/94 17.8 0.63 0.63 2.31
American Gold 2/28/94 313.4 0.63 0.63 1.49
Automotive (3) 2/28/94 133.8 0.63 0.63 1.68
Biotechnology (3) 2/28/94 549.9 0.63 0.63 1.61
Brokerage and Investment
Management (3) 2/28/94 69.3 0.63 0.63 1.77
Chemicals (3) 2/28/94 27.4 0.63 0.63 1.93
Computers (3) 2/28/94 41.2 0.63 0.63 1.89
Construction and
Housing (3) 2/28/94 42.1 0.63 0.63 1.66
Consumer Products (3) 2/28/94 9.0 0.63 0.49 2.48
Defense and
Aerospace (3) 2/28/94 4.6 0.63 - 2.53
Developing
Communications (3) 2/28/94 177.0 0.63 0.63 1.56
Electronics (3) 2/28/94 54.3 0.63 0.63 1.67
Energy (3) 2/28/94 126.1 0.63 0.63 1.66
Energy Service (3) 2/28/94 94.0 0.63 0.63 1.65
Environmental
Services (3) 2/28/94 56.6 0.63 0.63 2.03
Financial Services (3) 2/28/94 168.8 0.62 0.62 1.63
Food and Agriculture (3) 2/28/94 110.1 0.62 0.62 1.64
Health Care (3) 2/28/94 552.3 0.63 0.63 1.55
Home Finance (3) 2/28/94 224.4 0.63 0.63 1.58
Industrial Equipment (3) 2/28/94 58.2 0.63 0.63 1.68
Industrial Materials (3) 2/28/94 33.8 0.64 0.64 2.08
Insurance (3) 2/28/94 22.4 0.63 0.63 1.93
Leisure (3) 2/28/94 88.1 0.63 0.63 1.53
Medical Delivery (3) 2/28/94 105.8 0.63 0.63 1.79
Multimedia (3) (6) 2/28/94 62.8 0.63 0.63 1.63
Natural Gas (3) 2/28/94** 45.1 0.63(dagger) 0.63(dagger) 1.93(dagger)
Paper and Forest
Products (3) 2/28/94 27.0 0.64 0.64 2.07
Precious Metals and
Minerals (3) 2/28/94 378.4 0.63 0.63 1.55
Regional Banks (3) 2/28/94 201.0 0.62 0.62 1.60
Retailing (3) 2/28/94 $ 57.7 0.62% 0.62% 1.83%
Software and Computer
Services (3) 2/28/94 172.2 0.63 0.63 1.57
Technology (3) 2/28/94 163.4 0.63 0.63 1.54
Telecommunications (3) 2/28/94 353.3 0.63 0.63 1.53
Transportation (3) 2/28/94 10.5 0.63 0.63 2.39
Utilities (3) 2/28/94 310.9 0.63 0.63 1.35
Magellan (3) 3/31/94 29,816.4 0.76 0.76 0.99
Small Cap Stock 4/30/94** 572.2 0.68(dagger) 0.68(dagger) 1.18(dagger)
Fidelity Fifty (3) 6/30/94 44.2 0.63 0.63 1.58
CURRENCY PORTFOLIOS
Deutsche Mark
Peformance, L.P. 12/31/93 8.4 0.50 - 1.50
Sterling
Performance, L.P. 12/31/93 3.0 0.50 - 1.50
Yen Performance, L.P. 12/31/93 4.0 0.50 - 1.50
INCOME
Ginnie Mae 7/31/93 953.2 0.47 0.47 0.80
Mortgage Securities 7/31/93 428.9 0.47 0.47 0.76
Spartan Limited Maturity
Government 7/31/93 1,653.7 0.65 0.65 0.65
Spartan Ginnie Mae 8/31/93 766.9 0.65 0.41 0.41
Government Securities 9/30/93** 616.6 0.47(dagger) 0.47(dagger)
0.69(dagger)
Short-Intermediate
Government 9/30/93 167.6 0.47 0.18 0.61
Spartan Investment
Grade Bond (3) 9/30/93 59.1 0.65 0.65 0.65
Spartan Short-Term
Income (3) 9/30/93 547.0 0.65 0.20 0.20
Advisor Government
Investment 10/31/93 40.8 0.46 - 0.68
Advisor High Yield 10/31/93 299.1 0.51 0.51 1.11
Advisor Short Fixed
Income 10/31/93 359.6 0.47 0.47 0.95
Advisor Institutional
Limited Term Bond:
Class A 11/30/93 174.3 0.42 0.42 0.64
Institutional Class 11/30/93 22.5 0.42 0.42 1.23

Institutional Short-
Intermediate
Government:
Class I 11/30/93 $ 255.2 0.45% 0.45% 0.45%
Class II 11/30/94** .1 0.45(dagger) 0.45(dagger) 0.70(dagger)
Advisor Emerging
Markets Income 12/31/94** 6.2 0.71(dagger) - 1.50(dagger)
Global Bond (2) 12/31/93 434.1 0.71 0.71 1.17
New Markets Income (2) 12/31/93** 114.6 0.71(dagger) 0.28(dagger)
1.24(dagger)
Short-Term World
Income (2) 12/31/93 400.1 0.62 0.62 1.00
Spartan Bond
Strategist (3) 12/31/93** 15.4 0.70(dagger) 0.70(dagger) 0.70(dagger)
Variable Insurance
Products:
High Income 12/31/93 343.1 0.51 0.50 0.64
Variable Insurance
Products II:
Investment Grade
Bond 12/31/93 98.9 0.47 0.47 0.68
Spartan Long-Term
Government Bond 1/31/94 85.8 0.65 0.65 0.65
U.S. Bond Index 2/28/94 190.2 0.32 - 0.32
Capital & Income (3) 4/30/94 2,644.6 0.71 0.71 0.97
Intermediate Bond (3) 4/30/94 1,782.5 0.31 0.31 0.64
Investment Grade Bond (3) 4/30/94 1,026.3 0.41 0.41 0.74
Short-Term Bond (3) 4/30/94 2,230.0 0.46 0.46 0.80
Spartan Government
Income 4/30/94 397.4 0.65 0.65 0.65
Spartan High Income 4/30/94 671.4 0.75 0.75 0.75
Spartan Short-Intermediate
Government 4/30/94 61.7 0.65 0.10 0.10
The North Carolina Capital
Management Trust:
Term Portfolio 6/30/94 74.1 0.41 0.41 0.41
MONEY MARKET
Daily Money Fund:
Capital Reserves:
Money Market (4) 7/31/93 443.3 0.50 0.31 0.95
U.S. Government
Money Market (4) 7/31/93 269.5 0.50 0.38 0.95
Money Market (4) 7/31/93 1,554.7 0.50 0.50 0.61
U.S. Treasury (4) 7/31/93 $ 2,841.7 0.50% 0.50% 0.57%
U.S. Treasury
Income (4) 7/31/93 1,166.9 0.42 0.20 0.20
Spartan U.S. Treasury
Money Market (4) 7/31/93 2,138.9 0.55 0.42 0.42
Daily Income Trust (4) 8/31/93 2,302.8 0.30 0.30 0.57
Money Market Trust:
Domestic Money
Market (4) 8/31/93 690.3 0.42 0.42 0.42
Retirement Government
Money Market (4) 8/31/93 1,338.8 0.42 0.42 0.42
Retirement Money
Market (4) 8/31/93 1,661.1 0.42 0.42 0.42
U.S. Government (4) 8/31/93 297.5 0.42 0.42 0.42
U.S. Treasury (4) 8/31/93 181.5 0.42 0.42 0.42
U.S. Government
Reserves (4) 9/30/93 1,139.5 0.43 0.43 0.73
Cash Reserves (4) 11/30/93 9,761.4 0.14 0.13 0.48
State and Local Asset
Management Series:
Government Money
Market (4) 11/30/93 844.5 0.43 0.43 0.43
Variable Insurance
Products:
Money Market (4) 12/31/93 307.3 0.14 0.13 0.22
Select Money Market (4) 2/28/94 462.6 0.13 0.13 0.72
Institutional Cash:
Domestic Money
Market (4) 3/31/94 762.8 0.20 0.12 0.18
Money Market :
Class A (4) 3/31/94 5,263.1 0.20 0.15 0.18
Class B (4) 3/31/94** 34.4 0.20(dagger) 0.15(dagger) 0.50(dagger)
U.S. Government (4) 3/31/94 4,830.3 0.20 0.14 0.18
U.S. Treasury (4) 3/31/94 1,898.0 0.20 0.15 0.18
U.S. Treasury II:
Class A (4) 3/31/94 4,916.5 0.20 0.14 0.18
Class B (4) 3/31/94** 1.5 0.20(dagger) 0.14(dagger) 0.50(dagger)
Spartan Money Market (4) 4/30/94 4,512.4 0.45 0.31 0.31
Spartan U.S. Governmenrt
Money Market (4) 4/30/94 799.3 0.45 0.45 0.45
The North Carolina
Capital Management Trust:
Cash Portfolio (4) 6/30/94 1,391.7 0.39 0.39 0.39
TAX-EXEMPT INCOME
Daily Money Fund:
Capital Reserves:
Municipal Money
Market (4) 7/31/93 $ 91.7 0.50% 0.22% 0.95%
Spartan Aggressive
Municipal 8/31/93** 6.4 0.60(dagger) 0.60(dagger) 0.60(dagger)
Spartan Intermediate
Municipal 8/31/93** 82.6 0.55(dagger) - -
Spartan Maryland
Municipal Income 8/31/93** 13.4 0.55(dagger) - -
Spartan Municipal
Income 8/31/93 869.8 0.55 0.47 0.47
Spartan Municipal
Money Market (4) 8/31/93 1,561.2 0.50 0.27 0.27
Spartan Short-
Intermediate
Municipal 8/31/93# 819.9 0.55(dagger) 0.55(dagger) 0.55(dagger)
Advisor High Income
Municipal 10/31/93 316.4 0.42 0.42 0.92
Daily Tax-Exempt
Money (4) 10/31/93 504.9 0.50 0.50 0.61
Spartan New Jersey
Municipal Money
Market (4) 10/31/93 329.1 0.50 0.44 0.44
Tax-Exempt Money
Market Trust (4) 10/31/93 2,789.6 0.27 0.27 0.49
Advisor Institutional
Limited Term
Tax-Exempt:
Class A 11/30/93 22.1 0.42 0.24 0.65
Institutional Class 11/30/93 15.4 0.42 - 0.90
Advisor Short-Inter-
Mediate Tax Exempt 11/30/94** 6.5 0.41(dagger) - 0.75(dagger)
Connecticut Municipal
Money Market (4) 11/30/93 300.3 0.42 0.42 0.61
High Yield Tax-Free 11/30/93 2,161.9 0.42 0.42 0.56
New Jersey Tax-Free
Money Market (4) 11/30/93 357.5 0.42 0.42 0.63
Spartan Connecticut
Municipal:
High Yield 11/30/93 450.4 0.55 0.55 0.55
Money Market (4) 11/30/93 128.5 0.50 0.24 0.24
Spartan Florida Municipal:
Income 11/30/93 $ 377.5 0.55% 0.25% 0.25%
Money Market (4) 11/30/93 204.4 0.50 0.18 0.18
Spartan New Jersey
Municipal High Yield 11/30/93 399.2 0.55 0.55 0.55
Aggressive Tax-Free 12/31/93 891.9 0.47 0.47 0.64
Insured Tax-Free 12/31/93 426.3 0.42 0.42 0.61
Limited Term
Municipals 12/31/93 1,174.6 0.41 0.41 0.57
Michigan Tax-Free:
High Yield 12/31/93 528.9 0.42 0.42 0.59
Money Market (4) 12/31/93 161.3 0.42 0.41 0.62
Minnesota Tax-Free 12/31/93 320.0 0.42 0.42 0.61
Municipal Bond 12/31/93 1,279.8 0.37 0.37 0.49
Ohio Tax-Free:
High Yield 12/31/93 442.1 0.41 0.41 0.57
Money Market (4) 12/31/93 244.4 0.42 0.42 0.59
Spartan Pennsylvania
Municipal:
High Yield 12/31/93 283.2 0.55 0.55 0.55
Money Market (4) 12/31/93 218.8 0.50 0.50 0.50
Massachusetts Tax-Free:
High Yield 1/31/94 1,365.4 0.41 0.41 0.54
Money Market (4) 1/31/94 577.0 0.41 0.41 0.66
New York Tax-Free:
High Yield 1/31/94 477.9 0.41 0.41 0.58
Insured 1/31/94 395.2 0.41 0.41 0.58
Money Market (4) 1/31/94 564.0 0.41 0.41 0.62
Spartan Massachusetts
Municipal Money
Market (4) 1/31/94 339.5 0.50 0.40 0.40
Spartan New York
Municipal:
High Yield 1/31/94 427.7 0.55 0.55 0.55 Intermediate 1/31/94** 4.3
0.55(dagger) - -
Money Market (4) 1/31/94 446.6 0.50 0.50 0.50
California Tax-Free:
High Yield 2/28/94 588.0 0.41 0.41 0.57
Insured 2/28/94 299.5 0.41 0.29 0.48
Money Market (4) 2/28/94 540.0 0.41 0.41 0.64
Spartan California
Municipal:
High Yield 2/28/94 598.5 0.55 0.52 0.52
Intermediate 2/28/94** $ 7.7 0.55(dagger)% -% -%
Money Market (4) 2/28/94 944.0 0.50 0.21 0.21
Institutional Tax-
Exempt Cash (4) 5/31/94 2,549.9 0.20 0.14 0.18
(a) All fund data are as of the fiscal year end noted in the chart or as of
June 30, 1994, if fiscal year end figures are not yet available. Average
net assets are computed on the basis of average net assets of each fund at
the close of business on each business day throughout its fiscal period.
(b) Reflects reductions for any expense reimbursement paid by or due from
FMR pursuant to voluntary or state expense limitations.
(c) Reflects reductions for any expense reimbursement paid by or due from
FMR pursuant to voluntary or state expense limitations, or paid by or due
from brokers to which cer
tain portfolio trades have been directed.
(dagger) Annualized
# Year end changed
** Less than a complete fiscal year
(1) Fidelity Management & Research Company has entered into sub-advisory
agreements with the following affiliates: Fidelity Management & Research
(U.K.) Inc. (FMR U.K.), Fidelity Management & Research (Far East) Inc. (FMR
Far East), Fidelity Investments Japan Ltd. (FIJ), Fidelity International
Investment Advisors (FIIA), and Fidelity International Investment Advisors
(U.K.) Limited (FIIAL U.K.), with respect to the fund.
(2) Fidelity Management & Research Company has entered into sub-advisory
agreements with the following affiliates: FMR U.K., FMR Far East, FIJ (New
Markets Income and Advisor Emerging Markets only), FIIA, and FIIAL U.K.,
with respect to the fund.
(3) Fidelity Management & Research Company has entered into sub-advisory
agreements with FMR U.K. and FMR Far East, with respect to the fund.
(4) Fidelity Management & Research Company has entered into a sub-advisory
agreement with FMR Texas Inc., with respect to the fund.
(5) Fidelity Management & Research Company has entered into sub-advisory
agreements with FIIA and FIJ, with respect to the fund.
(6) Effective April 25, 1994, Select Broadcast and Media Portfolio has been
renamed to Multimedia Portfolio.

MTV-PXS-994 CUSIP #316200302/FUND #300
CUSIP #316200104/FUND #025
CUSIP #316200203/FUND #324

Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- ---------------------------------------------------------------
FIDELITY MT. VERNON STREET TRUST: FIDELITY NEW MILLENNIUM FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Marvin L. Mann, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelitly Mt. Vernon Street Trust as indicated above which the undersigned
is entitled to vote at the Special Meeting of Shareholders of the fund to
be held at the office of the trust at 82 Devonshire St., Boston, MA 02109,
on November 16, 1994 at 9:30 a.m. and at any adjournments thereof. All
powers may be exercised by a majority of said proxy holders or substitutes
voting or acting or, if only one votes and acts, then by that one. This
Proxy shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and
the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
(300, 025, 324 HH)

Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- ---------------------------------------------------------------

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the twelve nominees specified below as [ ]FOR all nominees [ ] 1.
Trustees: J. Gary Burkhead, Ralph F. Cox, Phyllis listed (except as WITHHOLD
Burke Davis, Richard J. Flynn, Edward C. Johnson marked to the contrary authority to
3d, E. Bradley Jones, Donald J. Kirk, Peter S. below). vote for all
Lynch, Edward H. Malone, Marvin L. Mann, Gerald nominees.
C. McDonough, and Thomas R. Williams.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent public accountants of the trust.

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of Trustees.

5. To amend the Declaration of Trust to provide the fund FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
with the ability to invest all of its assets in another
open-end investment company with substantially the
same investment objective and policies.

6. To adopt a new fundamental investment policy for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
fund permitting the fund to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.

7. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
fund.

8. To approve a new Sub-Advisory Agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
FMR Far East for the fund.

9. To approve a new Sub-Advisory Agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
FMR U.K. for the fund.

</TABLE>

MTV-PXC-994
CUSIP # 316200302/FUND# 300 H

Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- ---------------------------------------------------------------
FIDELITY MT. VERNON STREET TRUST: FIDELITY GROWTH COMPANY FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Marvin L. Mann, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelitly Mt. Vernon Street Trust as indicated above which the undersigned
is entitled to vote at the Special Meeting of Shareholders of the fund to
be held at the office of the trust at 82 Devonshire St., Boston, MA 02109,
on November 16, 1994 at 9:30 a.m. and at any adjournments thereof. All
powers may be exercised by a majority of said proxy holders or substitutes
voting or acting or, if only one votes and acts, then by that one. This
Proxy shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and
the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
(300, 025, 324 HH)
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- ---------------------------------------------------------------

</TABLE>

__________________________________________________________________________
___________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the trust.

3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of Trustees.

7. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
fund.

8. To approve a new Sub-Advisory Agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
FMR Far East for the fund.

9. To approve a new Sub-Advisory Agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
FMR U.K. for the fund.

10. To eliminate the fund's fundamental investment policy FOR [ ] AGAINST [ ] ABSTAIN [ ] 10.
concerning investment for temporary defensive
purposes.

11. To replace the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 11.
limitation concerning diversification with a
fundamental diversification limitation permitting
increased investments in the securities of any single
issuer.

12. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
limitation concerning real estate.

13. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
limitation concerning the issuance of senior securities.

14. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 14.
limitation concerning short sales of securities.

15. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 15.
limitation concerning margin purchases.

16. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 16.
limitation concerning borrowing.

17. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 17.
limitation concerning the concentration of its
investments in a single industry.

18. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 18.
limitation concerning lending.

19. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 19.
limitation concerning investment in other investment
companies.

20. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 20.
limitation concerning investments in securities of
newly-formed issuers.

21. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 21.
limitation concerning invest ment in oil, gas, and other
mineral exploration programs.

22. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 22.
limitation concerning purchasing securities of an
issuer in which the trustees or directors and officers of
the fund or FMR hold more than 5% of the outstanding
securities of such issuer.

</TABLE>

MTV-PXC-994
CUSIP # 316200104/FUND# 025 H

Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- ---------------------------------------------------------------
FIDELITY MT. VERNON STREET TRUST: FIDELITY EMERGING GROWTH FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Marvin L. Mann, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelitly Mt. Vernon Street Trust as indicated above which the undersigned
is entitled to vote at the Special Meeting of Shareholders of the fund to
be held at the office of the trust at 82 Devonshire St., Boston, MA 02109,
on November 16, 1994 at 9:30 a.m. and at any adjournments thereof. All
powers may be exercised by a majority of said proxy holders or substitutes
voting or acting or, if only one votes and acts, then by that one. This
Proxy shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and
the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
(300, 025, 324 HH)
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- ---------------------------------------------------------------