<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Mt. Vernon Street Trust
(Name of Registrant)
File No. 2-79755
</PAGE>
<PAGE>
FILE NO. 2-79755
Fidelity Mt. Vernon Street Trust
: Fidelity Emerging Growth Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended November 30, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
12,313,050 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
12,313,050 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
12,313,050
$
226,923,371
Redemptions See Note (2) :
(12,313,050)
$
(226,923,371)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended November 30, 1993
, aggregated
17,491,439
and $313,667,592
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Mt. Vernon Street Trust
:
Fidelity Emerging Growth Fund
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-79755
Fidelity Mt. Vernon Street Trust
: Fidelity Growth Company Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended November 30, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
59,882,303 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
59,882,303 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
59,882,303
$
1,748,848,938
Redemptions:
(46,640,584)
$
(1,356,341,836)
Net Sales Pursuant to Rule 24f-2:
13,241,719
$
392,507,102
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $135,348.22
Fidelity Mt. Vernon Street Trust
:
Fidelity Growth Company Fund
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-79755
Fidelity Mt. Vernon Street Trust
: Fidelity New Millenium Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended November 30, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
37,507,976 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
37,507,976 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
37,507,976
$
417,244,609
Redemptions:
(16,276,361)
$
(184,985,120)
Net Sales Pursuant to Rule 24f-2:
21,231,615
$
232,259,489
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $80,090.04
Fidelity Mt. Vernon Street Trust
:
Fidelity New Millenium Fund
By John H. Costello
Assistant Treasurer
</PAGE>
January 19, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Mt. Vernon Street Trust (the trust)
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Mt. Vernon Street Trust (the trust) is a Massachusetts business trust
created under the name Fidelity Emerging Growth Fund under a written
Declaration of Trust dated October 12, 1982, executed and delivered in
Boston, Massachusetts. The trust's name was changed to Fidelity Growth
Stock Fund by a supplement to the Declaration of Trust dated December 17,
1982, filed with the Secretary of the Commonwealth of Massachusetts on
December 28, 1982. Its name was further changed to Fidelity Mercury Fund
by a supplement to the Declaration of Trust dated and filed with the Secretary
of the Commonwealth of Massachusetts on January 28, 1983. The trust's
name was changed to Fidelity Growth Company Fund by a vote of
shareholders on July 23, 1986, and an Amended and Restated Declaration of
Trust was filed with the Secretary of the Commonwealth of Massachusetts on
August 20, 1986. A supplement to the Declaration of Trust was filed with the
Secretary of the Commonwealth of Massachusetts on December 11, 1989.
The trust's name was changed to Fidelity Mount Vernon Street Trust by a
supplement to the Declaration of Trust which was adopted December 13,
1990 and filed with the Secretary of the Commonwealth of Massachusetts on
January 11, 1991. The trust's name was changed to Fidelity Mt. Vernon
Street Trust by an amended and restated supplement to the Declaration of
Trust filed with the Secretary of the Commonwealth of Massachusetts on
January 31, 1991.
I have conducted such legal and factual inquiry as I have deemed necessary
for the purpose of rendering this opinion.
Under Article III, Section 1, of the Declaration of Trust, the beneficial
interest in the trust shall be divided into such transferable Shares of one
or more separate and distinct Series as the Trustees shall from time to time
create and establish. The number of Shares is unlimited and each Share shall
be without par value and shall be fully paid and nonassessable. The Trustees
shall have full power and authority, in their sole discretion and without
obtaining any prior authorization or vote of the Shareholders of the trust
to create and establish (and to change in any manner) Shares with such
preferences, voting powers, rights and privileges as the Trustees may from
time to time determine, to divide or combine the Shares into a greater or
lesser number, to classify or reclassify any issued Shares into one or more
Series of Shares, to abolish any one or more Series of Shares, and to take
such other action with respect to the Shares as the Trustees may deem
desirable.
Under Article III, Section 4, the Trustees shall accept investments in the
trust from such persons and on such terms as they may from time to time
authorize. Such investments may be in the form of cash or securities in which
the appropriate Series is authorized to invest, valued as provided in Article
X, Section 3. After the date of the initial contribution of capital, the
number of Shares to represent the initial contribution may in the Trustees'
discretion be considered as outstanding and the amount received by the
Trustees on account of the contribution shall be treated as an asset of the
trust. Subsequent investments in the trust shall be credited to each
Shareholder's account in the form of full Shares at the Net Asset Value per
Share next determined after the investment is received; provided, however,
that the Trustees may, in their sole discretion, (a) impose a sales charge
upon investments in the trust and (b) issue fractional Shares.
By a vote adopted on October 12, 1982, and amended on February 22, 1985,
the Board of Trustees authorized the issue and sale, from time to time, of
an unlimited number of shares of beneficial interest of this trust in
accordance with the terms included in the then current Prospectus and
Statement of Additional Information and subject to the limitations of the
Declaration of Trust and any amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, the trust has registered an indefinite number of shares
of beneficial interest under the Securities Act of 1933. I further
understand that, pursuant to the provisions of Rule 24f-2, the trust intends
to file with the Securities and Exchange Commission a Notice making definite
the registration of 109,703,329 shares of the trust (the "Shares") sold in
reliance upon Rule 24f-2 during the fiscal year ended November 30, 1993.
I am of the opinion that all necessary trust action precedent to the issue of
Shares, has been duly taken, and that all Shares were legally and validly
issued, and are fully paid and nonassessable except as described in the
Statement of Additional Information under the heading "Shareholder and
Trustee Liability." In rendering this opinion, I rely on the representation
by the trust that it or its agent received consideration for the Shares in
accordance with the trust's Declaration of Trust, and I express no opinion as
to compliance with the Securities Act of 1933, the Investment Company Act of
1940 or applicable state "Blue Sky" or securities laws in connection with
sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice which you are about
to file under the 1940 Act with said Commission.
Sincerely,
/s/Arthur S. Loring, Esq.
Arthur S. Loring, Esq.
Vice President-Legal
