<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, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
4,933,913 shares
(iv) Number of Securities Sold During Fiscal Year
9,893,278 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
9,893,278 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
9,893,278
$
167,903,001
Redemptions See Note (2) :
(9,893,278)
$
(167,903,001)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended November 30, 1994
, aggregated
11,642,893
and $194,549,673
, 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, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
55,242,533 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
55,242,533 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
55,242,533
$
1,619,307,084
Redemptions:
(36,571,078)
$
(1,084,390,548)
Net Sales Pursuant to Rule 24f-2:
18,671,455
$
534,916,536
</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: $184,455.27
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, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
22,923,675 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
22,923,675 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
22,923,675
$
281,423,590
Redemptions:
(19,291,537)
$
(235,022,986)
Net Sales Pursuant to Rule 24f-2:
3,632,138
$
46,400,604
</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: $16,000.32
Fidelity Mt. Vernon Street Trust
:
Fidelity New Millenium Fund
By John H. Costello
Assistant Treasurer
</PAGE>
January 19, 1995
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,
and 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
dated 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 88,059,486 shares of the trust (the "Shares") sold in
reliance upon Rule 24f-2 during the fiscal year ended November
30, 1994.
I am of the opinion that all necessary trust action precedent to the
issue of Shares, has been duly taken, and that all 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
Arthur S. Loring, Esq.
Vice President-Legal
