0000707823-08-000008 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between FIDELITY MT. VERNON STREET TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • May 2nd, 2008 • Fidelity Mt Vernon Street Trust • Massachusetts

Agreement made this 20th day of March, 2008, between Fidelity Mt. Vernon Street Trust, a Massachusetts business trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest ("Issuer"), with respect to shares of Fidelity 130/30 Large Cap Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

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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 • May 2nd, 2008 • Fidelity Mt Vernon Street Trust • Massachusetts

AGREEMENT made this 20th day of March, 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").

MANAGEMENT CONTRACT between FIDELITY MT. VERNON STREET TRUST: FIDELITY 130/30 LARGE CAP FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • May 2nd, 2008 • Fidelity Mt Vernon Street Trust • Massachusetts

AGREEMENT made this 20th day of March, 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.

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • May 2nd, 2008 • Fidelity Mt Vernon Street Trust • Massachusetts

AGREEMENT made this 20th day of March, 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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