0000707823-08-000006 Sample Contracts

FORM OF SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY RESEARCH & ANALYSIS COMPANY and FIDELITY MT. VERNON STREET TRUST ON BEHALF OF FIDELITY 130/30 LARGE CAP FUND
Sub-Advisory Agreement • March 25th, 2008 • Fidelity Mt Vernon Street Trust • Massachusetts

AGREEMENT made this day of , 2008, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"); Fidelity Research & Analysis Company (hereinafter called the "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 Fidelity 130/30 Large Cap Fund (hereinafter called the "Portfolio").

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FORM OF MANAGEMENT CONTRACT between FIDELITY MT. VERNON STREET TRUST: FIDELITY 130/30 LARGE CAP FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • March 25th, 2008 • Fidelity Mt Vernon Street Trust • Massachusetts

AGREEMENT made this day of , 2008, by and between 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 Fidelity 130/30 Large Cap Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • March 25th, 2008 • Fidelity Mt Vernon Street Trust • Massachusetts

AGREEMENT made this day of , 2008, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Sub-Adviser") and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Adviser").

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