Individual decision · SEC · 30 Jan 2020
The Division of Investment Management staff indicates there appears to be a basis for Fidelity Magellan Fund to omit shareholder proposals from its proxy materials for the meeting scheduled on or about May 20, 2020. The Fund intends to exclude the proposals under Rule 14a-8(f)(1) because it cannot confirm that the proponents continue to be shareholders or have continuously held the requisite amount of Fund shares as required by Rule 14a-8(b)(1). This determination follows the Fund's inability to verify continued eligibility after the proponents failed to respond to requests for additional holdings information.
Jan. 30, 2020
January 30, 2020
Cynthia Lo Bessette, Esq.
Fidelity Management & Research Company
245 Summer Street
Boston, MA 02210
Re: Fidelity Magellan Fund, a series of Fidelity Magellan Fund (File No. 811-01193) — Omission of Shareholder Proposals Pursuant to Rule 14a-8
Dear Ms. Lo Bessette:
In a letter dated December 20, 2019, you advised the staff of the Division of Investment Management (the “Division”) that Fidelity Magellan Fund (the “Fund”) plans to omit from proxy materials for the Fund’s upcoming shareholder meeting, scheduled to be held on or about May 20, 2020, shareholder proposals (the “Proposals”) submitted to the Fund.
The Proposals request that the Board of Trustees of the Fund implement certain procedures to prevent the Fund from holding investments in companies that, in the judgment of the Fund’s management, substantially contribute to genocide or crimes against humanity. The Fund argues that the Proposals may be excluded from the proxy statement, as permitted by Rule 14a-8(f)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”), because the Fund is unable to confirm that the proponents (the “Proponents”) continue to be shareholders of the Fund and have continuously held the requisite amount of Fund shares since submitting the Proposals, as required by Rule 14a-8(b)(1) under the Exchange Act, and because the Proponents have not responded to the Fund’s requests to provide additional holdings information.
Based on the information you provided, there appears to be a basis for your view that the Proposals may be excluded in reliance on Rule 14a-8(b)(1).
Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please feel free to contact me at (202) 551-6959.
Sincerely,
/s/ Edward P. Bartz
Edward P. Bartz
Senior Counsel
cc: Erin O’Brien
Robert S. Nelson and Bonnie R. Nelson
Susan L. Shebosky
Last Reviewed or Updated: Jan. 30, 2020
Fidelity Magellan Fund
Fidelity Magellan Fund
VIA ELECTRONIC MAIL: imshareholderproposals@sec.gov December 20, 2019 U.S. Securities & Exchange Commission 100 F Street NE Washington, DC 20549 Attn: Office of Disclosure and Review Re: Shareholder Proposals for: Fidelity Magellan Fund, series of Fidelity Magellan Fund File No. 811-01193 Ladies and Gentlemen:
As indicated in the table below, letters were received at the principal executive offices of Fidelity Magellan Fund (the "Fund"), requesting that a proposal be submitted to shareholders at the next scheduled meeting of the Fund. As detailed in the letters, copies of which are attached, the proposals request that the Boards of Trustees of the Fund implement certain procedures to prevent the Fund from holding investments in companies that, in management's judgment, substantially contribute to genocide or crimes against humanity. Shareholder (each, a "Proponent" and Defect Letter collectively the (the "Defect Letter") Proponents) Proposal Dated Dated Erin O'Brien April 5,2010, August 30, 2018 October 9, 2018 Mary Haskell* November 8, 2007 and July 24, 2010 August 30, 2018 October 9, 2018 Robert S. Nelson Bonnie R. Nelson June 2, 2010 August 30, 2018 October 9, 2018 Susan L. Shebosky, Custodian May 19, 2010 August 30, 2018 October 9, 2018 Pursuant to Rule 14a-8(b)(l), to be eligible to submit a proposal, a sharehold_er must have continuously held at least $2,000 in market value, or I%, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date the proposal is submitted, and must continue to hold those securities through the date of the meeting. Upon initial receipt of the letters, the Fund verified that each Proponent met the eligibility requirements *Ms.Haskell actively confirmed redemption ofher shares on September 20, 2018.
December 20, 2019
Office of Disclosure and Review to submit a proposal pursuant to Rule l 4a-8(b )(1 ). In preparation for an upcoming shareholder meeting, the Fund attempted to verify that each Proponent continues to satisfy the eligibility requirements of Rule 14a-8(b)(l). The Fund determined that each Proponent was not a record owner of the Fund's shares. On the dates referred to above, we sent each Proponent a Defect Letter, copies of which are attached, requesting that the Proponent provide the information necessary to confirm that he or she continues to meet the requirements of Rule l 4a-8(b )(I). To date, one Proponent confirmed their redemption of Fund shares and the remaining three Proponents have not responded to the Fund's requests and have not provided the information necessary to permit the Fund to confirm that the requirements of Rule l 4a-8(b )( 1) continue to be satisfied. The next shareholder meeting for the Fund is scheduled to be held on or about May 20, 2020. Because the Fund is unable to confirm based on its records that any Proponent continues to be a shareholder of the Fund and has continuously held the requisite amount of that Fund's shares since the submission of the proposal as required by Rule 14a-8(b )(I), and because neither Ms. O'Brien, Mr. or Mrs. Nelson, nor Ms. Shebosky have responded to requests to provide additional holdings information, we intend to omit this proposal from the proxy statements for the Funds as permitted by Rule 14a-8(f)(l). If you have questions or comments concerning this matter, please contact Brian Blackburn at (617) 563-7121. Sincerely, Cynth Lo Bessette Secretary of the Trust Enclosures:
Letters to Erin O'Brien
Letter from Erin O'Brien
Letters to Robert S. Nelson and Bonnie R. Nelson Letter from Robert S. Nelson and Bonnie R. Nelson Letters to Susan L. Shebosky, Custodian Letter from Susan L. Shebosky, Custodian cc: Erin O'Brien Robert S. Nelson and Bonnie R. Nelson Susan L. Shebosky, Custodian
FIDELITY INVESTMENT TRUST
Fidelity Canada Fund
FIDELITY HASTINGS STREET TRUST
Fidelity Growth Discovery Fund
FIDELITY MAGELLAN FUND
Fidelity Magellan Fund
VIA CERTIFIED MAIL,
RETURN RECEIPT REQUESTED
August 30, 2018
Dear Ms. O'Brien:
Your previously submitted shareholder proposals, dated April 5, 2010 for the funds (each, a "Fund") and registrants (each, a "Tmst") identified in the table below. Fund Investment Trust Fideli Fund Hastin s Street T1ust Fideli Ma ellan Fund Rule 14a-8(b)(l) provides that in order to be eligible to submit a proposal for inclusion in a proxy statement for a fund, a shareholder must have "continuously held at least $2,000 in market value, or 1%, of the company's secmi ties entitled to be voted on the proposal at the meeting for at least one year by the date [the shareholder] submit[s] the proposal and "must continue to hold those securities through the date ofthe meeting." As required by Rule l 4a-8(b )(2), you have provided a written statement that you "intend to meet Rule l 4a-8 requirements including the continuous ownership ofthe required stock value until after the date ofthe respective shareholder meeting." Based on a review of the Fund's records, we are unable to confirm that you continue to hold the amount of Fund shares required under Rule l 4a-8(b )(I). As provided in Rule l 4a-8(b )(2), we request that you provide us with information about your holdings so that we may verify your continued eligibility to submit a shareholder proposal for the Fund. By this letter we hereby provide you with the oppo1tunity to send us info1mation regarding your holdings with respect to shares of the Fund so that we may verify that you have continuously held the requisite amount ofFund shares and, thus, continue to be eligible to submit a shareholder proposal for the Fund. We request that your response be postmarked, or transmitted electronically, no later than 14 days from the date you receive this notification. Please direct all fmther con espondence with respect to this shareholder proposal to: Fund Shareholder Meetings, 245 Summer Street, Mailzone Vl0B, Boston, MA 02110 or (617) 385-2890 (fax).
Erin O'Brien
August 30, 2018
Page Two
This letter shall not be deemed to waive any right of the Fund to omit any proposal from the proxy materials for the Fund’s next shareholders’ meeting for any other reason. Sincerely, Marc R. Bryant Secretary of the Trust
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FIDELITY INVESTMENT TRUST
Fidelity Canada Fund
FIDELITY HASTINGS STREET TRUST
Fidelity Growth Discovery Fund
FIDELITY MAGELLAN FUND
Fidelity Magellan Fund
VIA CERTIFIED MAU,,
RETURN RECEIPT REQUESTED
October 9, 2018
Erin O'Brien
Dear Ms. O'Brien:
Your previously submitted shareholder proposals, dated April 5, 2010 for the funds (each, a "Fund") and registrants ( each, a "Trust'') identified in the table below. Fund Investment Trust Fund Hastin°s Street Trust Ma ellan Fund Fideli Fideli Rule l 4a-8(b )(1) provides that in order to be eligible to submit a proposal for inclusion in a proxy statement for a fund, a shareholder must have "continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the propqsal at the meeting for at least one year by the date [the shareholder] submit[s] the proposal and "must continue to hold those securities through the date ofthe meeting." As required by Rule 14a-8(b)(2), you have provided a written statementthat you "intend to meet Rule l 4a-8 requirements including the continuous ownership ofthe required stock value until after the date of the respective shareholder meeting." Based on a review of the Fund 's records, we are unable to confinn that you continue to hold the amount of Fund shares required under Rule l 4a-8(b )(I). As provided in Rule 14a-8(b )(2), we request that you provide us with information about your holdings so that we may verify your continued eligibility to submit a shareholder proposal for the Fund. By this letter we hereby provide you with the opportunity to send us information regarding your holdings with respect to shares of the Fund so that we may verify that you .have continuously held the requisite amount of Fund shares and, thus, continue to be eligible to submit a shareholder proposal for the Fund. We request that your response be postmarked, or transmitted electronically, no later than 14 days from the date you receive this notification. ln the interest oftime, we have also sent a copy ofthis letter to your address in North Grafton, Massachusetts. The content of that letter is identical and you need only respond to one copy for validation purposes.
Erin O'Brien
October 9, 2018
Page Two
Please direct all further correspondence with respect to this shareholder proposal to: Fund Shareholder Meetings, 245 Summer Street, Mailzone Vl 0B, Boston, MA 02110 or (617) 385-2890 (fax). This letter shall not be deemed to waive any right ofthe Fund to omit any proposal from the proxy materials for the Fund's next shareholders' meeting for any other reason. Sincerely, r) (ifB:L William C.~o~ey Secretary ofthe Trust
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02c~~?l-.ii:~if?0§:t,1
FMR l lC
200 Seaport Boulevard
Boston, MA 02210
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FIDELITY INVESTMENT TRUST
Fidelity Canada Fund
FIDELITY HASTINGS STREET TRUST
Fidelity Growth Discovery Fund
FIDELITY MAGELLAN FUND
Fidelity Magellan Fund
VIA CERTIFIED MAIL,
RETURN RECEIPT REQUESTED
October 9, 2018
Erin O'Brien
Dear Ms. O'Brien:
Your previously submitted shareholder proposals, dated April 5, 20IO for the funds ( each, a "Fund~') and registrants ( each, a "Trust") identified in the table below. Fund Fideli anada Fund Fi ent Trust Fideli h Discove Fund Fid s Street Trust Fideli ellan Fund Fid n Fund Rule l 4a-8(b )( 1) provides that in order to be eligible to submit a proposal for inclusion in a proxy statement for a fund, a shareholder must have "continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date [the shareholder] submit[s) the proposal and "must continue to hold those securities through the date ofthe meeting." As required by Rule l 4a-8(b )(2), you have provided a written statement that you " intend to meet Rule I 4a-8 requirements including the continuous ownership ofthe required stock value until after the date ofthe respective shareholder meeting." Based on a review of the Fund 's records, we are unable to confirm that you continue to hold the amount of Fund shares required under Rule l 4a-8(b )(1 ). As provided in Rule I 4a-8(b )(2), we request that you provide us with infonnation about your holdings so that we may verify your continued eligibility to submit a shareholder proposal for the Fund. By this letter we hereby provide you with the oppo1tunity to send us information regarding your holdings with respect to shares of the Fund so that we may verify that you have continuously held the requisite amount of Fund shares and, thus, continue to be eligible to submit a shareholder proposal for the Fund. We request that your response be postmarked, or transmitted electronically, no later than 14 days from the date you receive this notification. Please direet all further correspondence with respect to this shareholder proposai to: Fund Shareholder Meetings, 245 Summer Stree(, Mailzone V l 0B, Boston, MA 02 l IO or (617) 385-2890 (f~).
Erin O'Brien
October 9, 2018
Page Two
This letter shall not be deemed to waive any right ofthe Fund to omit any proposal from the proxy materials for the Fund's next shareholders' meeting for any other reason.
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FMR LLC
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(Page 3 of 10)
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....., I am writing to submit the enclosed shareholder proposals for inclusion in the funds' next proxy statement and for presentation at their next shareholder meeting. I hope that once they are on the g ballot, you will take a favorable, or at least neutral, stance with regard to the proposals. 0 tO I hold 172 shares of the Fidelity Growth Discovery Fund in account- 44.9 shares of the ci liiliinada Fund in accoun~ and 32 shares of the Fidelity Magellan Fund in account
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0 o N I am also enclosing statements of my account to confirm rny own~~ship of said shares. I have UJ ~ (.!) continuously held at least $2,000 of each fund for over a year and it is my intention to continue to do Ill c:, so. (\J ...., r-f Please confirm receipt of this cover letter and the proposal. If for any reason you choose to exclude c:.) this proposal from your proxy please notify me at the above address. i-1 ¢0 0 Other shareholders may have submitted this shareholder proposal in support of a campaign initiated ~ by G.) Investors Against Genocide. If another shareholder has already submitted the same proposal, please consider this a joint submission in support of his/her proposal. L/1 Thanks for your consideration. I••• I ·.. · .. ' . ...... ' ·, En·ciosures (\J ri Sincerely, 0 M 00 0 t:1 0 I (I) .-1 00 (/J co co I 00 t:,1' 0 FIMS_RETAIL:509047456 N
(P~ge 10 of 10)
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Genocide-free Investing
Shareholder Proposal for Fidelity Growth Discovery Fund Fidelity has released no genocide-free investing policy to prevent investments that contribute to genocide. It may at any 0 ....., time increase such holdings or involve new mutual funds. As a result, Individuals, through their mutual funds, may ....., inadvertently invest in companies helping to fund genocide because of investment decisions made by Fidelity . U) We believe that: I..N I 0 1) Investors do not want their pensions and family savings connected to genocide. .f;:. a) Reasonable people may disagree about what constitutes socially responsible investing, but few people want their 0 savings connected to genocide. U) b) In the face of the most extreme human rights crises investment companies share responsibility, along with .... government, to act. 0 c) In KRC Research's 2007 study, 71% of respondents said companies should consider extreme human rights abuses, such as genocide, when making investment decisions. Millions of people voted for similar sharehOlder .... proposals, submitted by supporters of Investors Against Genocide, despite active management opposition. N ..... 2) This problem is particularly important to shareholders because Fidelity:
a) Has, for years, been a large holder of PetroChina, which, through Its closely related parent, China National 0 Petroleum Company, is internationally recognized as the worst offender helping fund the Government of Sudan's .f;:. genocide in Darfur. 0 b) Actively opposed earlier shareholder requests for genocide-free investing. (0 c) Continued to buy shares of problem companies even after becoming aware of the Investment's connection to the f,-1 Darfur genocide. e d) Claimed to have a policy addressing extreme human rights issues, but has taken no action to avoid problem investments. ~ N 3) A policy against investments in genocide must: 0 a) Be clear and transparent. rv m b) Apply today and to any future genocide. c) Prevent purchasing shares of companies known to substantially contribute to genocide. 0 d) Require corrective action for existing problem investments. If the fund holds problem companies and can -I effectively influence their behavior, then time-limited engagement may be approprtate. If not, the problem investments should be sold.
4) There are no sound financial, fiduciary, or legal reasons that prevent the fund from having a policy against
Investments in genocide, as TIAA-CREF demonstrated in 2009. a) Ample competitive investment choices exist, even with index funds. b) Avoiding a small number of problem companies need not have a significant effect on perfonnance, as shown in Gary Brinson's classic asset allocation study. c) Even the most conservative legal concerns can be addressed by a small change to the prospectus. d) Management can easily obtain independent assessments of problem companies and their connection to genocide.
5) Investor pressure can help influence foreign governments, as in South Africa. Simllariy, divestment pressure on 0
rl Talisman Energy helped end the conflict in South Sudan. co 0 RESOLVED: t::J' (;) Shareholders request that the Board institute transparent procedures to prevent holding investments in companies that, in 1 management's judgment, substantially contribute to genocide or crimes against humanity, the most egregious violations of 13, human lights. rl 0:, Cl'J c-:i c:J I OCI q' 0 FIMS_RETAIL:509047456 N
FIDELITY MAGELLAN FUND
Fidelity Magellan Fund
VIA CERTIFIED MAIL,
RETURN RECEIPT REQUESTED
August 30, 2018
Robe1t S Nelson
Bonnie R Nelson
Dear Mr. and Ms. Nelson:
Your shareholder proposal, dated June 2, 2010, was previously received in the principal executive offices ofFidelity Magellan Fund (the "Fund"), a series ofFidelity Magellan Fund (the "Tmst"). Rule 14a-8(b)(l) provides that in order to be eligible to submit a proposal for inclusion in a proxy statement for a fund, a shareholder must have "continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date [the shareholder] submit[s] the proposal and "must continue to hold those securities through the date ofthe meeting." As required by Rule l 4a-8(b )(2), you have provided a written statement that you "intend to meet Rule l 4a-8 requirements including the continuous ownership ofthe required stock value until after the date ofthe respective shareholder meeting." Based on a review of the Fund's records, we are unable to confirm that you continue to hold the amount of Fund shares required under Rule l 4a-8(b )(I). As provided in Rule l 4a-8(b )(2), we request that you provide us with information about your holdings so that we may verify your continued eligibility to submit a shareholder proposal for the Fund. By this letter we hereby provide you with the opportunity to send us information regarding your holdings with respect to shares of the Fund so that we may verify that you have continuously held the requisite amount ofFund shares and, thus, continue to be eligible to submit a shareholder proposal for the Fund. We request that your response be postmarked, or transmitted electronically, no later than 14 days from the date you receive this notification. Please direct all further con espondence with respect to this shareholder proposal to: Fund Shareholder Meetings, 245 Summer Street, Mailzone Vl0B, Boston, MA 02110 or (617) 385-2890 (fax). This letter shall not be deemed to waive any right ofthe Fund to omit any proposal from the proxy materials for the Fund's next shareholders' meeting for any other reason. Sincerely, Marc R. Bry ant Secretary ofthe Tmst
FIDELITY MAGELLAN FUND
Fidelity Magellan Fund
VIA CERTIFIED MAIL,
RETURN RECEIPT REQUESTED
October 9, 2018
Robert S. Nelson
Bonnie R. Nelson
Dear Mr. and Ms. Nelson:
Your shareholder proposal, dated June 2, 2010, was previously received in the principal executive offices of Fidelity Magellan Fund (the "Fund"), a series of Fidelity Magellan Fund (the ''Trust"). Rule 14a-8(b )( 1) provides that in order to be eligible to submit a proposal for inclusion in a proxy statement for a fund, a shareholder must have "continuously held. at least $2,000 in market value, or 1 %, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date [the shareholder] submit[s] the proposal and "must continue to hold those securities through the date ofthe meeting." As required by Rule 14a-8(b )(2), you have provided a written statement that you ''intend to meet Rule 14a-8 requirements including the continuous ownership ofthe required stock value until after the date ofthe respective shareholder meeting." Based on a review ofthe Fund's records, we are unable to confirm that you continue to hold the amount of Fund shares required under Rule 14a-8(b )(I). As provided in Rule l 4a-8(b )(2), we request that you provide us with information about your holdings so that we may verify your continued eligibility to submit a shareholder proposal for the Fund. By this letter we hereby provide you with the opportunity to send us information regarding your holdings with respect to shares of the Fund so that we may verify that you have continuously held the requisite amount ofFund shares and, thus, continue to be eligible to submit a shareholder proposal for the Fund. We request that your response be postmarked, or transmitted electronically, no later than 14 days from the date you receive this notification. · Please direct all further correspondence with respect to this shareholder proposal to: Fund Shareholder Meetings, 245 Summer Street, Mailzone VI0B, Boston, MA 02110 or (617) 385-2890 (fax). This letter shall not be deemed to waive any right ofthe Fund to omit any proposal from the proxy materials for the Fund's next shareholders' meeting for any other reason.
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Bonnie R Nelson
June 2, 2010
Secretary of the Trust
Attention "Fund Shareholder Meetings"
82 Devonshire Street, Mailzone V1 OA
Boston, Massachusetts 02109
To the Secretary:
We are writing to submit the enc:osed sharenolder proposals to Fidelity's MageI:an Fun~. Cash Reserves and Investment Grade Bond Fund for inclusion in their next proxy statement and for presentation at their next shareholder meeting. We hope that once it is on the ballot, you will take a favorable, or at least neutral, stance with regard to the proposal. Grade Bond Fund in the name of Bonnie R Nelson and Robert S Nelson at the above address. We are also enclosing a statement of our Fidelity account to confirm our ownership of said shares. We have continuously held at least $2,000 of the fund for over a year and it is our intention to continue to do so. Please confirm receipt of this cover letter and three shareholder proposals for three Fidelity funds. If for any reason you choose to exclude this proposal from your proxy please notify us at the above address. Other shareholders may have submitted this shareholder proposal in support of a campaign initiated by Investors Against Genocide. If another shareholder has already submitted the same proposal, please consider this a joint submission in support of his/her proposal. Thank you for your consideration. Sincerely, Robert S Nelson Bonnie R Nelson
Genocide-free Investing
Shareholder Proposal for the Magellan Fund (FMAGX) WHEREAS:
Fidelity has released no genocide-free investing policy to prevent investments in companies that contribute to genocide. It may at any time increase such holdings or involve new mutual funds. As a result, individuals, through their mutual funds, may inadvertently invest in companies helping to fund genocide because of investment decisions made by Fidelity. We believe that:
6) Investors do not want their pensions and family savings connected to genocide.
a) Reasonable people may disagree about what constitutes socially responsible investing, but few people want their ' savings connected to genocide. b) In the face of the most extreme hum2n rights crises investment companies share responsibility, along with government, to act. c) In KRC Research's 2010 study, 88% of respondents said they would like their mutual funds to be genocide-free. d) Millions of people have voted for shareholder proposals similar to this one, submitted by supporters of Investors Against Genocide, despite active management opposition.
7) This problem is particularly important to shareholders because Fidelity:
a) Has, for years, been a large holder of PetroChina, which, through its closely related parent, China National Petroleum Company, is internationally recognized as the worst offender helping fund the Government of Sudan's genocide in Darfur. b) Actively opposed earlier shareholder requests for genocide-free investing. c) Continued to buy shares of problem companies even after becoming aware of the investment's connection to the Darfur genocide. d) Claimed to have a policy addressing extreme human rights issues, but has taken no action to avoid problem investments.
8) A policy against investments in genocide must:
a) Be clear and transparent. '- b) Apply today and to any future genocide. c) Prevent purchasing shares of compa 1ies known to substantially contribute to genocide. d) Require corrective action for existing problem investments. If the fund holds problem companies and can effectively influence their behavior, then time-limited engagement may be appropriate. If not, the problem investments should be sold.
9) There are no sound financial, fiduciary, or legal reasons that prevent the fund from having a policy against
investments in genocide, as TIAA-CREF demonstrated in 2009. a) Ample competitive investment choices exist, even with index funds. b) Avoiding a small number of problem companies need not have a significant effect on performance, as shown in Gary Brinson's classic asset allocation study. c) Even the most conservative legal concerns can be addressed by a small change to the prospectus. d) Management can easily obtain independent assessments of problem companies and their connection to genocide.
10) Investor pressure can help influence foreign governments, as in South Africa. Similarly, divestment pressure on
Talisman Energy helped end the conflict in South Sudan.
RESOLVED:
Shareholders request that the Board institute :ransparent procedures to prevent holding investments in companies that, in management's judgment, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights.
FIDELITY MAGELLAN FUND
Fidelity Magellan Fund
VIA CERTIFIED MAIL,
RETURN RECEIPT REQUESTED
August 30, 2018
Shebosky:
Your shareholder proposal, dated May 19. 2010, was previously received in the p1incipal executive offices ofFidelity Magellan Fund (the "Fund"), a se1ies ofFidelity Magellan Fund (the "Tmst"). Rule 14a-8(b)(l) provides that in order to be eligible to submit a proposal for inclusion in a proxy statement for a fund, a shareholder must have "continuously held at least $2,000 in market value, or 1%, of the company's secmities entitled to be voted on the proposal at the meeting for at least one year by the date [the shareholder] submit[s] the proposal and "must continue to hold those securities through the date of the meeting." As required by Rule l 4a-8(b)(2), you have provided a written statement that you "intend to meet Rule l 4a-8 requirements including the continuous ownership of the required stock value until after the date ofthe respective shareholder meeting." Based on a review of the Fund's records, we are unable to confnm that you continue to hold the amount of Fund shares required under Rule l 4a-8(b)(I). As provided in Rule l 4a-8(b )(2), we request that you provide us with information about your holdings so that we may ve1ify your continued eligibility to submit a shareholder proposal for the Fund. By this letter we hereby provide you with the oppo1tunity to send us info1mation regarding your holdings with respect to shares of the Fund so that we may verify that you have continuously held the requisite amount ofFund shares and, thus, continue to be eligible to submit a shareholder proposal for the Fund. We request that your response be postmarked, or transmitted electronically, no later than 14 days from the date you receive this notification. Please direct all fmther con espondence with respect to this shareholder proposal to: Fund Shareholder Meetings, 245 Summer Street, Mailzone Vl0B, Boston, MA 02110 or (617) 385-2890 (fax). This letter shall not be deemed to waive any right ofthe Fund to omit any proposal from the proxy materials for the Fund's next shareholders' meeting for any other reason. Sincerely, Marc R. B1yant Secretaiy ofthe Tmst
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FIDELITY MAGELLAN FUND
Fidelity Magellan Fund
VIA CERTIFIED MAIL,
RETURN RECEIPT REQUESTED
October 9, 2018
Susan L. Shebosky, Custodian
Dear Ms. Shebosky:
Your shareholder proposal, dated May 19, 2010, was previously received in the principal executive offices ofFidelity Magellan Fund (the "Fund"), a series of Fidelity Magellan Fund (the. "Trust"). Rule 14a-8(b)(l) provides that in order to be eligible to submit a proposal for inclusion in a proxy statement for a fund, a shareholder must have "continuously held at least $2,000 in market value, ·or 1 %, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date [the shareholder] submit[s] the proposal and "must continue to hold those securities through the date ofthe meeting.' l As required by Rule l 4a-8(b )(2), you have provided a written statement that you "intend to meet Rule 14a-8 requirements including the continuous ownership ofthe required stock value until. after the date ofthe respective shareholder meeting." Based on a review ofthe Fund's records, we are unable to confirm that you continue to hold the amount of Fund shares required under Rule 14a-8(b )(I). As provided in Rule l 4a-8(b )(2), we request that you provide us with information about your holdings so that we may verify your continued eligibility to submit a shareholder proposal for the Fund. · By this letter we hereby provide you with the opportunity to send us information regarding your holdings with respect to shares of the Fund so that we may verify that you have continuously he.Id the requisite amount ofFund shares and, thus, continue to be eligible to submit a shareholder proposal for the Fund. We request that your response be postmarked, or transmitted electronically, no later than 14 days from the date you receive this notification. Please direct all further correspondence with respect to this shareholder proposal to: Fund Shareholder Meetings, 245 Summer Street, Mailzone VIOB, Boston, MA 02110 or ( 617) 3 85-2890 (fax). This letter shall not be deemed to waive any right ofthe Fund to omit any proposal from the proxy materials for the Fund's next shareholders' meeting for any other reason. Sincerely,
,,
san . e ,
433~ Outerbridge Xing
Harrisburg, PA 17112-8638
Susan L. Shebosky
527 Springhouse Court
Harrisburg, PA 17111
May 19, 2010
Secretary of the Trust
Attention "Fund Shareholder Meetings"
82 Devonshire Street, Mailzone V1 0A
Boston, Massachusetts 02109
To the Secretary:
I am Writing to submit the enclosed shareholder proposal to Fidelity's Magellan Fund for inclusion in its next proxy statement and for presentation at its next shareholder meeting. I hope that once it is on the ballot, you will take a favorable, or at least neutral, stance with regard to the proposal. I ho!c:i 98 shares of the Magellan Fund account number in the name of Susan L. Shebosky custodian for Janina 13. Scuito UGMA PA at the above address. I am also enclosing a statement of my Fidelity account to confirm my ownership of said shares. I have continuously held at least $2,000 of the fund for over a year and it is my intention to continue to do so. Please confirm receipt ofthis cover letter and shareholder proposal. If for any reason you choose to exclude this proposal from your proxy please notify me at the above address. Other shareholders may have submitted this shareholder proposal in support of a campaign initiated by Investors Against Genocide. If another shareholder has already submitted the same proposal, please consider this a joint submission in support of his/her proposal. Thank you for your consideration. Sincerely, cl.1etan
Genocide-free Investing
Shareholder Proposal for the Magellan Fund
WHEREAS:
Fidelity has released no genocide-free investing policy to prevent investments in companies that contribute to genocide. It may at any time increase such holdings or involve new mutual funds. As a result, individuals, through their mutual funds, may inadvertently invest in companies helping to fund genocide because of investment decisions made by Fidelity. We believe that:
1) Investors do not want their pensions and family savings connected to genocide.
a) Reasonable people may disagree about what constitutes socially responsible investing, but few people want their savings connected to genocide. b) In the face of the most extreme human rights crises investn:,ent companies share responsibility, along with government, to act. c) In KRC Research's 2010 study, 88% of respondents said they would like their mutual funds to be genocide-free. d) Millions ofpeople have voted for shareholder proposals similar to this one, submitted by supporters of Investors Against Genocide, despite active management opposition.
2) This problem is particularly important to shareholders because Fidelity:
a) Has, for years, been a large holder of PetroChina, which, through its closely related parent, China National Petroleum Company, is internationally recognized as the worst offender helping fund the Government of Sudan's genocide in Darfur. b) Actively opposed earlier sharel:iolder·requests for genocide:.free investing. c) Continued to buy shares of problem companies even after becoming aware of the investment's connection to the Darfur genocide. d) Claimed to have a policy addressing extreme human rights issues, but has taken no action to avoid problem investments.
3) A policy against investments in genocide must:
a) Be clear and transparent. b) Apply today and to any future genocide. c) Prevent purchasing shares of companies known to substantially contribute to genocide. d) Require corrective action for existing problem investments. If the fund holds problem companies and can effectively influence their behavior, then time-limited engagement may be appropriate. If not, the problem investments should be sold.
4) There are no sound financial, fiduciary, or legal reasons that prevent the fund from having a policy against investments in
genocide, as TIAA-CREF demonstrated in 2009. a) Ample competitive investment choices exist, even with index funds. b) Avoiding a small number of problem companies need not have a significant effect on performance, as shown in Gary Brinson's classic asset allocation study. c) Even the most conservative legal concerns can be addressed by a small change to the prospectus. d) Management can easily obtain independent assessments of problem companies and their connection to genocide.
5) Investor pressure can help influence foreign governments, as in South Africa. Similarly, divestment pressure on Talisman
Energy helped end the conflict in South Sudan.
RESOLVED:
Shareholders request that the Board institute transparent procedures to prevent holding investments in companies that, in management's judgment, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights.
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