Fidelity Growth Company

A special meeting of the funds shareholders was held on January 13, 1999. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.

# of

% of

Votes Cast

Votes Cast

Ralph F. Cox

Affirmative

6,724,088,439.90

93.797

Withheld

444,634,588.31

6.203

Abstain

14,482.44

0

TOTAL

7,168,737,510.65

100

Phyllis Burke Davis

Affirmative

6,721,351,878.03

93.759

Withheld

447,371,150.18

6.241

Abstain

14,482.44

0

TOTAL

7,168,737,510.65

100

Robert M. Gates

Affirmative

6,720,948,137.62

93.754

Withheld

447,774,890.59

6.246

Abstain

14,482.44

0

TOTAL

7,168,737,510.65

100

# of

% of

Votes Cast

Votes Cast

Edward C. Johnson 3d

Affirmative

6,722,591,433.36

93.777

Withheld

446,131,594.85

6.223

Abstain

14,482.44

0

TOTAL

7,168,737,510.65

100

E. Bradley Jones

Affirmative

6,712,908,507.76

93.641

Withheld

155,814,520.45

6.359

Abstain

14,482.44

0

TOTAL

7,168,737,510.65

100

Donald J. Kirk

Affirmative

6,725,717,309.70

93.82

Withheld

443,005,718.51

6.18

Abstain

14,482.44

0

TOTAL

7,168,737,510.65

100

# of

% of

Votes Cast

Votes Cast

Peter S. Lynch

Affirmative

6,725,505,075.80

93.817

Withheld

443,217,952.41

6.183

Abstain

14,482.44

0

TOTAL

7,168,737,510.65

100

William O. McCoy

Affirmative

6,726,580,201.40

93.832

Withheld

442,142,826.81

6.168

Abstain

14,482.44

0

TOTAL

7,168,737,510.65

100

Gerald C. McDonough

Affirmative

6,716,677,393.94

93.694

Withheld

452,045,634.27

6.306

Abstain

14,482.44

0

TOTAL

7,168,737,510.65

100

# of

% of

Votes Cast

Votes Cast

Marvin L. Mann

Affirmative

6,726,004,407.95

93.824

Withheld

442,718,620.26

6.176

Abstain

14,482.44

0

TOTAL

7,168,737,510.65

100

Robert C. Pozen

Affirmative

6,725,528,051.25

93.817

Withheld

443,194,976.96

6.183

Abstain

14,482.44

0

TOTAL

7,168,737,510.65

100

Thomas R. Williams

Affirmative

6,719,510,724.55

93.734

Withheld

449,212,303.66

6.266

Abstain

14,482.44

0

TOTAL

7,168,737,510.65

100

PROPOSAL 2

To ratify the selection of PricewaterhouseCoopers LLP as independent accountants of the fund.

# of

% of

Votes Cast

Votes Cast

Affirmative

4,699,109,675.73

90.844

Against

81,039,000.94

1.567

Abstain

392,559,584.31

7.589

TOTAL

5,172,708,260.98

100

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration of Trust.

# of

% of

Votes Cast

Votes Cast

Affirmative

6,096,875,296.08

85.266

Against

326,513,059.73

4.567

Abstain

727,015,100.07

10.167

TOTAL

7,150,403,455.88

100

Broker

Non Votes

18,334,054.77

PROPOSAL 4

To approve an amended management contract, including a change in performance adjustment benchmark, for Fidelity Growth Company Fund.

# of

% of

Votes Cast

Votes Cast

Affirmative

4,466,303,020.20

86.344

Against

219,036,543.75

4.234

Abstain

487,368,697.03

9.422

TOTAL

5,172,708,260.98

100

PROPOSAL 5

To approve a Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Growth Company Fund.

# of

% of

Votes Cast

Votes Cast

Affirmative

4,433,545,784.69

85.71

Against

236,112,963.72

4.565

Abstain

503,049,512.57

9.725

TOTAL

5,172,708,260.98

100

PROPOSAL 6

To make Fidelity Growth Company Fund's fundamental policy concerning investments in common stock and securities convertible into common stock non-fundamental.

# of

% of

Votes Cast

Votes Cast

Affirmative

4,104,616,277.00

79.351

Against

465,132,477.33

8.992

Abstain

602,959,506.65

11.657

TOTAL

5,172,708.260.98

100

PROPOSAL 7

To amend Fidelity Growth Company Fund's fundamental investment limitation concerning diversification to exclude securities of other investment companies from the limitation.

# of

% of

Votes Cast

Votes Cast

Affirmative

4,245,365,059.18

82.072

Against

344,683,430.73

6.664

Abstain

582,659,771.07

11.264

TOTAL

5,172,708,260.98

100