Securities Exchange Act of 1934 — Rule 14a-8
Fidelity Freedom 2020 Fund, Fidelity Freedom 2025 Fund, and Fidelity Advisor Municipal Income Fund (Omission of Shareholder Proposal)
August 12, 2015
Scott C. Goebel, Esq.
Fidelity Management & Research Co.
245 Summer Street V10E
Boston, MA 02210
Re: Fidelity Freedom 2020 Fund and Fidelity Freedom 2025 Fund, series of Fidelity Aberdeen Street Trust (File No. 811-06440); Fidelity Advisor Municipal Income Fund, a series of Fidelity Advisor Series II (File No. 811-04707) — Omission of Shareholder Proposals Pursuant to Rule 14a-8
Dear Mr. Goebel:
In a letter dated July 8, 2015, supplemented by a second letter dated August 10, 2015 (correcting a typographical error in the July 8 letter), you advised the staff of the Division of Investment Management (the "Division") that Fidelity Freedom 2020 Fund, Fidelity Freedom 2025 Fund, and Fidelity Advisor Municipal Income Fund (each a "Fund," and collectively, the "Funds") plan to omit shareholder proposals (the "Proposals") submitted to the Funds from proxy materials for the Funds' shareholder meetings scheduled to be held on or about November 18, 2015.
The Proposals request that the Boards of Trustees of each Fund implement certain procedures to prevent the Funds from holding investments in companies that, in the judgment of each Fund's management, substantially contribute to genocide or crimes against humanity. The Funds argue that the Proposals may be excluded from the proxy statements, as permitted by Rule 14a-8(f)(2) under the Securities Exchange Act of 1934 (the "Exchange Act"), because the Funds are unable to confirm that the proponents (the "Proponents") continue to be shareholders of the Funds 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 requests made to each Proponent 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.
/s/ Edward P. Bartz
Edward P. Bartz
Judith S. Blanchard
DIVISION OF INVESTMENT MANAGEMENT
INFORMAL PROCEDURES REGARDING SHAREHOLDER PROPOSALS
The Division of Investment Management believes that its responsibility with respect to matters arising under Rule 14a-8 [17 CFR 240.14a-8], as with other matters under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division's staff considers the information furnished to it by an investment company in support of its intention to exclude the proposals from the investment company's proxy material, as well as any information furnished by the proponent or the proponent's representative.
The staff will always consider information concerning alleged violations of the statutes administered by the Commission, including argument as to whether or not activities proposed to be taken would be violative of the statute or rule involved. The receipt by the staff of such information, however, should not be construed as changing the staff's informal procedures and proxy review into a formal or adversary procedure.
The determination reached by the staff in connection with a shareholder proposal submitted to the Division under Rule 14a-8 does not and cannot purport to "adjudicate" the merits of an investment company's position with respect to the proposal. Only a court, such as a U.S. District Court, can decide whether an investment company is obligated to include shareholder proposals in its proxy material. Accordingly a discretionary determination not to recommend or take Commission enforcement action, does not preclude a proponent, or any shareholder of an investment company, from pursuing any rights he or she may have against the investment company in court, should the management omit the proposal from the investment company's proxy material.