SHEARMAN & STERLING LLP 599 LEXINGTON AVENUE NEW YORK, NY 10022-6069 212 848-4000Trust Agreement • January 28th, 2004 • Fidelity Mt Vernon Street Trust
Fidelity Mt. Vernon Street Trust (the "Trust") is authorized to issue and sell an unlimited number of full and fractional shares of beneficial interest of Fidelity Aggressive Growth Fund, Fidelity Growth Company Fund and Fidelity New Millennium Fund, each a series of the Trust (the "Shares"), in the manner and on the terms set forth in Amendment No. 42 to the Trust's Registration Statement on Form N-1A, being filed with the Securities and Exchange Commission (File Nos. 811-3583 and 2-79755) (the "Registration Statement"), together with this opinion as an exhibit thereto.
