Request for No-Action Letter Regarding Omission of Shareholder Proposal from Fidelity Funds Proxy Materials

1775 1 Street. N.W.
Dechert Washington. DC 20006-2401
+I202 261 3300 Main L L P +I202 261 3333 Fax www.dechert.com November 2,2007 VIA HAND DELIVERY Office of Legal and Disclosure Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Fidelity Aberdeen Street Trust, Fidelity Capital Trust, Fidelity Commonwealth Trust, Fidelity Contrafund, Fidelity Fixed-Incoine Trust, Fidelity Investment Trust, Fidelity Mt. Vernon Street Trust, Fidelity Puritan Trust, Fidelity Securities Fund, Fidelity Select Portfolios and Fidelity Summer Street Trust Ladies and Gentleinen:
Enclosed are an original and six copies of a request for a no action letter under Rule 14a-8, submitted on behalf of the above-referenced entities. Please acknowledge receipt of these documents by stamping the enclosed copy of this letter and the copy of the first page of the no-action request and returning it with our messenger. If you have any questions or comments regarding this request, please contact Joseph R. Fleming at 617.728.7161. Sincerely, Austin Boston Charlotte Hartford New York Newport Beach Philadelphia Princeton San Francisco Silicon Valley Washington DC Brussels London Luxembourg Munich Paris

200 Clarendon Street
27th Floor
Dechert Boston. MA 021 16-5021
Tel: +I 617 728 7100
Fax: +1 617 426 6567
November 2,2007
VIA HAND DELIVERY
Office of Legal and Disclosure
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549 b'
Re: Omission of Shareholder Proposal Pursuant to Rule 14a-8 for Certain Fidelity Funds Ladies and Gentlemen:
This letter is submitted on behalf of our clients, Fidelity Aberdeen Street Trust, Fidelity Capital Trust, Fidelity Commonwealth Trust, Fidelity Contrafund, Fidelity Fixed-Income Trust, Fidelity Investment Trust, Fidelity Mt. Vernon Street Trust, Fidelity Puritan Trust, Fidelity Securities Fund, Fidelity Select Portfolios and Fidelity Summer Street Trust (each a "Trust" and collectively, the "~rusts"),' on behalf of their separate series listed on Schedule A (each a "Fund" and collectively, the "Funds"), to request confirmation from the staff of the Division of Investment Management that it will not recommend an enforcement action to the Securities and Exchange Commission (the "Co~nmission") if the shareholder proposal described in this letter is omitted from the proxy statement and form of proxy (the "Proxy Materials") for the next scheduled shareholder meeting of each Fund as set forth on Schedule B (the "Shareholder ~eetin~").~ Since mid-September 2007, Fidelity Management & Research Company ("Fidelity"), the Funds' investment adviser, has received letters from shareholders of each Fund (each a "Proponent" and collectively, the "Proponents"), requesting that a proposal (the "Proposal") be submitted to shareholders at the next scheduled meeting for each Fund. The Proponents and the dates their letters were received by Fidelity are reflected on Schedule A. Each Proposal and its supporting ' Each Trust is organized as a Massachusetts business trust. As set forth on Schedule B, some of the Funds are currently scheduled to hold meetings on March 19,2008, April 16, 2008 and May 14,2008, but certain Funds do not currently have a shareholder meeting scheduled. These funds seek to omit the proposal from the Proxy Materials when they next hold a shareholder meeting. For the March, April and May meetings, the Funds expect to file definitive Proxy Materials on or about January 18, 2008, February 15, 2008, and March 14, 2008, respectively. The Proxy Materials for each Shareholder Meeting will be used by all of the Funds holding a meeting in that month. Austin Boston Charlotte Hartford New York Newport Beach Philadelphia Princeton San Francisco Silicon Valley Washington DC Brussels London Luxembourg Munich Paris

LLP November 2,2007 statement (the "Supporting Statement"), copies of which, along with the Proponents' letters, are attached hereto as Exhibits A through P, relate to Fidelity's investment of each Fund's a~sets.~ The Proposal states:
"RESOLVED:
In order to ensure that Fidelity is an ethically managed company that respects the spirit of international law and is a responsible member of society, shareholders request that the Fund's Board institute oversight procedures to screen out investments in companies that, in the judgment of the Board, substantially contribute to genocide, patterns of extraordinary and egregious violations of human rights, or crimes against humanity." We submit that the Proposal may be properly excluded from each Fund's Proxy Materials pursuant to subparagraphs (i)(7) and (i)(3) of Rule 14a-8, as discussed fully below.
I. Discussion
A. The Proposal deals with matters relating to each Fund's ordinary business operations and therefore is excludable under Rule 14a-8(i)(7). A proposal may be omitted under Rule 14a-8(i)(7) if it "deals with a matter relating to the company's ordinary business ~~erations."~ The Commission has explained that the policy underlying the ordinary business exclusion under Rule 14a-8(i)(7) rests on two central considerations: (i) "certain tasks are so fundamental to management's ability to run a company on a day-to-day basis that they could not, as a practical matter, be subject to direct shareholder oversight"; and (ii) "the degree to which the proposal seeks to 'micro-manage' the company by probing too deeply into matters of a complex nature upon which stockholders, as a group, would not be in a position to make an informed judgment."' The Proposal implicates the management of each Fund's portfolio of investments and the selection of securities for purchase and/or sale by Fidelity on behalf of each Fund. The staff of the Commission has stated that it is of the view that "the ordinary business operations of an investment company include buying and selling portfolio se~urities."~The staff of the Commission has also granted no action relief to exclude a proposal under 14a-8(i)(7) where the fund argued that its ordinary business operations included ''the selection of investments ...,the Each Proponent has sent the same Proposal and Supporting Statement. Securities Exchange Act Release No. 400 18 (May 21, 1998) (the "1998 Release"). Id. see, e.g., College Retirement Equities Fund (May 3, 2004) ("2004 CREF Letter").

November 2,2007 purchase and sale of securities and the management of the [fJundYs portfolio of investment^."^ This is supported by each Fund's management contract with Fidelity, which provides that, subject to the supervision of the Board, Fidelity directs "the investments of the [Fund] in accordance with the investment objective, policies and limitations as provided in the [Fund's] [p]rospectus." The management contract goes on to authorize Fidelity "in its discretion and without prior consultation with the [Fund], to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the [Fund]." Selecting the issuers in which to invest each Fund's assets is the primary means by which Fidelity, through its portfolio management expertise, seeks to add value for its customers on a daily basis. It is fundamental to Fidelity's ability to manage each Fund's operations. By seeking to impose limits on the investments selected for each Fund, we believe that the Proposal touches on issues central to the day-to-day management of each Fund and not on a broad or fundamental corporate policy.8 We recognize that the staff of the Commission has indicated that a shareholder proposal that would normally be excludable under Rule 14a-8(i)(7) may not be excludable if it raises significant social policy issue^.^ Shareholder proposals involve significant social policies if they involve issues that engender widespread debate, media attention and legislative and regulatory initiatives.'' We believe the Proposal is distinguishable from other proposals that have been determined to raise significant social issues. The Proposal, if adopted, would directly restrict the primary business operation of each ~und." Here, the Proposal requests that each Fund's Board Morgan Stanley Africa Investment Fund, Inc. (Apr. 26, 1996) ("Morgan Stanley Letter"). The staff of the Commission generally does not allow exclusion of proposals relating to a broad or fundamental corporate policy. See, e.g., 2004 CREF Letter, supra note 6 (citing College Retirement Equities Fund (Aug. 9, 1999) (proposal to establish a new socially conscious equity fund); Cargill Financial Markets PLC (Mar. 15, 1996) (proposal to convert the fund to an open-end investment company); and The Charles Allmon Trust, Inc. (June 10,
1994) (proposal to change the advisory fee)).
1998 Release, supra note 4. See also, 2004 CREF Letter, supra note 6.
I0 See, e.g., Staff Legal Bulletin 14A (July 12, 2002); and The Coca-Cola Company (Feb. 7, 2000). I' Unlike the Proposal, many of the proposals deemed non-excludable on social policy grounds would not have resulted in a direct impairment of the company's business operations. See, e.g., Citigroup Inc. (Feb. 9, 2001) (proposal seeking report to shareholders regarding company's relationship with entities that conduct business in Burma); UST, Inc. (Feb. 28,
1991) (proposal requesting creation of committee to review marketing and use of smokeless
tobacco products by minors); General Electric Company (Jan. 30, 1989) (proposal requesting report regarding continued involvement in nuclear reactor business and management considerations for continuing such involvement); Avon Products, Inc. (Mar. 30, 1988) (proposal requesting disclosure regarding animal testing).

LLP November 2,2007 implement procedures that would act as restrictions on each Fund's investments and impose on Fidelity's discretionary authority to manage each Fund's assets. The staff of the Commission has granted no-action relief permitting other funds to exclude proposals that would have had the similar effect of restricting the manager's oversight of portfolio investments or restricted the purchase or sale of securities.I2 Fidelity and the Funds appreciate the seriousness of issues raised in the Supporting Statement, but believe that the Proposal itself relates to the ordinary business activity of managing each Fund's investment portfolio and selecting issuers in which to invest. Finally, in requesting that the Board create procedures to "screen out" certain investments, the Proposal attempts to "micro-manage" how the business of each Fund should be conducted, since the ordinary (and primary) business of the Funds is selecting issuers in which to invest. In addition, shareholders as a group would not be in a position to make an informed judgment about the selection of those investment opportunities for each Fund that are consistent with each Fund's stated objective. The Proposal, accordingly, may be omitted pursuant to Rule 14a-8(i)(7) because it relates to an ordinary business operation of each Fund and seeks to "micro-manage" how each Fund's assets are invested. B. The Proposal should be deemed to contain false and misleading statements in violation of Rule 14a-9 and, therefore, should be excludable under Rule 14a-8(i)(3). A shareholder proposal or supporting statement may be omitted under Rule 14a-8(i)(3) when it is "contrary to any of the Commission's proxy rules, including Rule 14a-9, which prohibits materially false or misleading statements in proxy soliciting materials." The staff of the Commission has recognized that reliance on Rule 14a-8(i)(3) to exclude a statement may be appropriate where, among other things, statements directly or indirectly impugn character, integrity, or personal reputation, or directly or indirectly make charges concerning improper, illegal, or immoral conduct or association, without factual foundation.13 Further, reliance on Rule 14a-8(i)(3) to exclude a shareholder proposal is appropriate where a proposal is so vague and indefinite that "neither the shareholders voting on the Proposal, nor the Company in implementing the Proposal (if adopted), would be able to determine with any reasonable certainty exactly what actions or measures the Proposal requires."I4 Such a proposal may be "misleading because any action ultimately taken by the [clompany upon implementation of [the proposal] l2 See, e.g., College Retirement Equities Fund (Mar. 31, 2005) (proposal to restrict investment in companies that advocate legislation of controlling firearm possession in the home); 2004 CREF Letter, supra note 6 (proposal to divest shares of particular company); Morgan Stanley Letter, supra note 7 (proposal to reduce fund's
investment in South African securities). l3 Staff Legal Bulletin 14B (Sept. 14, 2004). l4 Id.

November 2,2007 LLP Page 5 could be significantly different from the action envisioned by shareholders voting on the proposal" and may, therefore, be excluded from proxy materials.15 The Proposal and its Supporting Statement should be deemed to be false and misleading in violation of Rule 14a-8(i)(3) for several reasons. First, portions of the Supporting Statement and the Proposal directly or indirectly impugn the character and integrity of the Funds' management. For example, the first clause of the Proposal states, "In order to ensure that Fidelity is an ethically managed company that respects the spirit of international law and is a responsible member of society..." and the first paragraph of the Supporting Statement says, "...clearly no ethical guidelines regulate Fidelity investment manager's [sic] investment choices." Each of these statements implies, without factual basis, that Fidelity is not an ethically managed company and that Fidelity does not comply with its legal obligations. Moreover, the Supporting Statement insinuates that Fidelity has breached or is breaching its fiduciary obligations to the Funds:
"Fidelity's damaged reputation can ... diminish the value of shareholder investments." Such statements should thus be deemed to be false and misleading for purposes of Rule 14a-3(i)(3). The second reason the Proposal should be deemed to be false and misleading in violation of Rule 14a-8(i)(3) is that it is sufficiently vague such that the Funds may have difficulty implementing the Proposal. The Proposal requests that the Board develop procedures to "screen out" investments in companies that "substantially contribute to genocide, patterns of extraordinary and egregious violations of human rights, or crimes against humanity." While the Supporting Statement mentions that the resolution is intended to avoid future investments in such companies, the language of the Proposal itself uses the imprecise phrase "screen out," which could be interpreted to mean that the procedures must address both future investment as well as divestment. While the Supporting Statement suggests, without factual basis, that "[tlhere are ample alternative opportunities for investment and hnd returns are more impacted by overall asset allocation, sector, and style choices than the individual companies selected," divestment of investments in the companies specified in the Supporting Statement that otherwise comport with each Fund's current policies could negatively impact Fund investment returns. In addition, the Proposal does not provide an appropriate mechanism for each Fund's Board to determine which companies "substantially contribute" to genocide, patterns of extraordinary and egregious violations of human rights, or crimes against humanity. To the extent the Board employs a mechanism that does not align with the Proponents' desired definition of genocide, patterns of extraordinary and egregious violations of human rights, or crimes against humanity, it l5 See, e.g., Nynex Corporation (Jan. 12, 1990); Fuqua Industries, Inc. (Mar. 12, 1991); Philadelphia Electric Co. (July 30, 1992); Bristol-Myers Squibb Co. (Feb. 1, 1999); Wal-Mart Stores, Inc. (April 2, 2001); and Revlon, Inc. (March 13, 2001). The Staff has also held that proposals are excludable when they request an action that is so broad and generic that they give no indication as to what is being voted on. See The Travelers Corporation (Dec. 11, 1980).

November 2,2007 is possible that the implementation of the Proposal could result in actions that could be significantly different from the actions envisioned by the Proponents and shareholders voting on the Proposal. For these reasons, each Fund believes that the Proposal is contrary to the Commission's proxy rules and may be excluded from the Proxy Materials under Rule 14a-8(i)(3).
11. Conclusion
In view of the fact that (1) the Proposal deals with matters relating to each Fund's ordinary business operations and (2) the Proposal, because it impugns the character of the Funds' management and is vague and indefinite, it is our opinion that each Fund, in accordance with Rules 14a-8(i)(7) and 14a-8(i)(3), is permitted to exclude the Proponent's shareholder proposal from its Proxy Material for the 2008 Shareholder Meeting. Based on the foregoing, each Fund respectfully requests confirmation from the staff that it will not recommend enforcement action to the Commission if each Fund excludes the Proposal from its proxy materials for the 2008 Shareholder ~eetin~.'~ If you have any questions or need additional information, please contact the undersigned at
617.728.7161. If the staff disagrees with our conclusion that the Proposal may be excluded from
the Proxy Materials, we would appreciate an opportunity to discuss the matter with the staff prior to issuance of its formal response. As required by Rule 14a-8(j), six copies of this letter and its attachments are enclosed and a copy is being forwarded concurrently to the Proponent. Sincerely, Joseph R. Fleming 16 We respectfully request that the staff waive the requirement under Rule 14a-8(j) that each Fund file its reasons for excluding the Proposal no later than 80 calendar days before it files its definitive form of proxy with the Commission with respect to only those Funds holding their meeting on March 19, 2008. We received Proposals for Funds holding March meetings on September 11, 2007, September 24, 2007, September 25, 2007, and October 31,2007. In order to hold the meeting on March 19, 2008, as planned, the definitive Proxy Materials will need to be filed and begin printing no later than January 18, 2008. Those Proposals received October 31, 2007 are exactly 80 calendar days from the planned date of filing definitive Proxy Materials. Given the number of Proposals and Funds involved, the Funds have made all efforts to file this request as timely as possible.

Office of Legal and Disclosure
November 2,2007
Trust
Fidelity Aberdeen Street Trust
Fidelity Capital Trust
Fidelity Co~nmonwealth Trust
Fidelity Contrafund
Fidelity Fixed-Income Trust
Fidelity Investment Tmt
Fidelity Mt. Vernon Street
Fidelity Puritan Trust
Fidelity Securities Fund
Fidelity Select Portfolios
Fidelity Summer Street Trust
Fund
Fidelity Freedom 2020 Fund
Fidelity Freedom 2025 Fund
Fidelity Value Fund
Fidelity Mid-Cap Stock Fund
Fidelity Contrafund
Fidelity Investment Grade Bond Fund
Fidelity International Discovery Fund
Fidelity Canada Fund
Fidelity Diversified International Fund
Fidelity Growth Company
Fidelity Low Priced Stock Fund
Fidelity Growth & Income Fund
Fidelity Select Health Care Portfolio
Fidelity Capital & Income Fund
Proponent
Mechama Liss-Levinson
Judith Blanchard
James Maisels
Mary Haskell
Steven Karsch
Andrea Wagner
Peter Barrer
Peter Barrer
Peter Barrer
Judith Blanchard & Nancy Lee
Goldbaum Peterson
Mary Haskell
Cristine Shropshire
Jeanmarie Anderer
Judith Blanchard & Nancy Lee
Goldbaum Peterson
Peter Barrer
Judith Blanchard & Nancy Lee
Goldbaum Peterson
Date of Receipt by Fidelity
9/25/07
1013 1/07
9/28/07
10/1/07
9/25/0 7
9/25/07
9/25/07
911 1/07
911 1/07
1013 1/07
10/1/07
911 1/07
9/24/07
1013 1/07
911 1/07
1013 1/07

Office of Legal and Disclosure
November 2,2007
Slzarelzolder Meeting Date
March 19,2008
April 16,2008
May 14,2008
No Meeting Currently Scheduled
Trust
Fidelity Contrafund
Fidelity Puritan Trust
Fidelity Securities Fund
Fidelity Select Portfolios
Fidelity Summer Street Trust
Fidelity Commonwealth Trust
Fidelity Investment Trust
Fidelity Capital Trust
Fidelity Mt. Vernon Street
Fidelity Aberdeen Street Trust
Fund
Fidelity Contrafund
Fidelity Low Priced Stock Fund
Fidelity Growth & Income Fund
Fidelity Select Health Care Portfolio
Fidelity Capital & Income Fund
Fidelity Mid-Cap Stock Fund
Fidelity International Discovery Fund
Fidelity Canada Fund
Fidelity Diversified International Fund
Fidelity Value Fund
Fidelity Growth Company
Fidelity Freedom 2020 Fund
Fidelity Freedom 2025 Fund
Fidelitv Investment Grade Bond Fund

SEP-25-2007 04:29P FROM:
Basic Principle fot Ethical Investing
Shareholder Resolution for Fidelity Freedom 2020 WHEREAS:
FiIde1ity stated that "Fidelity portfolio managers make their investment decisions based on business and financial considerations, and take into account other issues only if they materially Impact these considerations or conflict with applicable legal standards." Sin= Fidelity maintains this position, even in the face of the most egregious vioEatians of human rights, dearly no ethical guidelines regulate Fiddi investment rnanagets invesbnent chai. Fidelity held 1,065,007,500 PetroChina sham in December 2006 and 346,000,000 Sirtopec shares. We believe Sinopec and PetroChina's closety related parent, the China National Petroleum Company, am imptieated in supporting genocide by providing funding the Government of Sudan's military needs to oandud genocide in Darfur. Thus, ordinary investors, through theit Fidelity mutual funds and pension plans, in8dvertently invest in companies funding genocide. Not every Fdelity fund Mds these companb but many shardtoldws don't know which do. Since no @Icy prevents these investments. hotdlngs in these mmpanies may increase or involve new funds in the fubm. In a 2007 study by KRC Research, 71% of respondents said mpanies should take cases of human rlghts abuses such as genocide into account rather than base investment decisions solely on economic criteria. In our opinion Fideri has become a symbol of invwtor irresponsibility by refusing to consider even extreme ethical issues when fnaking investment decisions. FMelws damaged nep&!#on can Impact employee morale, in#ease Fidelity's cost to acquire ar-, reduce the shareholder base for distributing expenses, and diminish the mbo of shamholder investments. Them is no cumpelling reason b invest in mmpanies #at fund genocide. There are ample alternative opportunities fw invedment and fund returns are more impacted by aveFaa asset allacatibn, sectar, and st* choices than the indiviclual mpanIes sekded. Repeated attempts to. engage Fiity on thii issue have not resulted in policy changes or re@nired standards of ethical esponsibilii. Stock divestment has proven sffective at modifying polides of fareign governments. For example, the campaign against Talisman Energy conbibuted b the Januaty 2005 Comprehensive Peace Agreement between Khartoum and South Sudan. In order to ensum that Fidelity is an mieally managed wmpany that respects the spirit of Intsrnatlonal law and is a responsible member of society, shamholdm request that the Fund's Board institute overs;ight procMum to screen out investments in companies that. in the judgment of the Board, substaMly contribute to genodde, patterns of extraordinary and egregious Wations of human fights, or aimes againat humanity. DISCUSSION:
Thii mlutidn requests establiiing procedures to avoid fbbn investments in companies that mntribube to genoc#e. Funds with existlng investments in problem companies have two acceptable options. If Ute holding is substantial enough that the fund can effectively influence the problem company's management to work to end the genodde and the company m receptive to engagement, hen thii may be appropr$le. if he holding is relatively small n the company does not respond adequately to engagement efforts, then the shares should be sow. August 29,2667
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Incoming Letter

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