Securities Law & Instruments


Headnote

Exemption from the fees otherwise due under subsection 14(1) of Schedule 1 of theRegulation to the Securities Act on a distribution of units made by an 'underlying' funddirectly (i) to a 'clone' fund, (ii) to the 'clone' fund's counterparties for hedging purposesand (ii) on the reinvestment of distributions on such units.

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg, 1015, as am., Schedule1, ss. 14(1), 14(4) and 59(1).


IN THE MATTER OF THE SECURITIES ACT R.S.O. 1990,
CHAPTER S. 5, AS AMENDED (THE "ACT")

AND

IN THE MATTER OF
FIDELITY INTERNATIONAL PORTFOLIO FUND, FIDELITY GLOBAL ASSET ALLOCATION FUND, FIDELITY GROWTH AMERICA FUND,FIDELITY EUROPEAN GROWTH FUND, FIDELITY JAPANESE GROWTH FUND, FIDELITY FAR EAST FUND,FIDELITY OVERSEAS FUND, FIDELITY FOCUS FINANCIAL SERVICES FUND, FIDELITY FOCUS HEALTH CARE FUND,FIDELITY FOCUS TECHNOLOGY FUND, FIDELITY INVESTMENTS CANADA LIMITED

ORDER
(Subsection 59(1) of Schedule I of the Regulation)


UPON the application of Fidelity Investments Canada Limited ("Fidelity"), themanager and trustee of Fidelity RSP International Portfolio Fund, Fidelity RSP GlobalAsset Allocation Fund, Fidelity RSP Growth America Fund, Fidelity RSP European GrowthFund, Fidelity RSP Japanese Growth Fund, Fidelity RSP Far East Fund, Fidelity RSPOverseas Fund, Fidelity RSP Focus Financial Services Fund, Fidelity RSP Focus HealthCare Fund and Fidelity RSP Focus Technology Fund and other similar funds establishedby Fidelity from time to time (collectively, the "RSP Funds") and Fidelity InternationalPortfolio Fund, Fidelity Global Asset Allocation Fund, Fidelity Growth America Fund,Fidelity European Growth Fund, Fidelity Japanese Growth Fund, Fidelity Far East Fund,Fidelity Overseas Fund, Fidelity Focus Financial Services Fund, Fidelity Focus HealthCare Fund and Fidelity Focus Technology Fund and other similar funds established byFidelity from time to time (collectively, the "Underlying Funds") to the Ontario SecuritiesCommission (the "Commission") for an order pursuant to subsection 59(1) of Schedule Iof the Regulation exempting the Underlying Funds from paying duplicate filing fees on anannual basis in respect of the distribution of units of the Underlying Funds to the RSPFunds, the distribution of units of the Underlying Funds to counterparties with whom theRSP Funds have entered into forward contracts and on the reinvestment of distributionson such units;

AND UPON considering the application and the recommendation of the staff of theCommission;

AND UPON Fidelity having represented to the Commission that:

1. Fidelity is the manager and trustee of the RSP Funds and the Underlying Funds.Fidelity is a corporation continued under the laws of Canada.

2. Each of the RSP Funds and the Underlying Funds is, or will be, an open-endedunincorporated mutual fund trust established under the laws of Ontario.

3. The units of the RSP Funds and the Underlying Funds are, or will be, qualified fordistribution pursuant to simplified prospectuses and annual information forms filedacross Canada.

4. Each of the RSP Funds and the Underlying Funds is, or will be, a reporting issuerunder the securities laws of each of the provinces and territories of Canada. Noneof the RSP Funds or the Underlying Funds is in default of any requirements of theAct or the securities legislation applicable in each of the provinces and territoriesof Canada.

5. As part of their investment strategy, the RSP Funds enter into forward contractswith one or more financial institutions (the "Counterparties") that link the returns toan Underlying Fund.

6. A Counterparty may hedge its obligations under a forward contract by investing inunits (the "Hedge Units") of the applicable Underlying Fund.

7. As part of their investment strategy, the RSP Funds may purchase units of theUnderlying Funds (the "Fund on Fund Investments").

8. Applicable securities regulatory approvals for the Fund on Fund Investments andthe RSP Funds' investment strategies have been obtained.

9. Annually, each of the RSP Funds will be required to pay filing fees to theCommission in respect of the distribution of its units in Ontario pursuant to section14 of Schedule I of the Regulation and will similarly be required to pay fees basedon the distribution of its units in other relevant Canadian jurisdictions pursuant tothe applicable securities legislation in each of those jurisdictions.

10. Annually, each of the Underlying Funds will be required to pay filing fees in respectof the distribution of its units in Ontario, including units issued to the RSP Fundsand the Hedge Units, pursuant to section 14 of Schedule I of the Regulation and willsimilarly be required to pay fees based on the distribution of its units in otherrelevant Canadian jurisdictions pursuant to the applicable securities legislation ineach of those jurisdictions.

11. A duplication of filing fees pursuant to Section 14 of Schedule I of the Regulationmay result when (a) assets of an RSP Fund are invested in the applicableUnderlying Fund (b) Hedge Units are distributed and (c) a distribution is paid by anUnderlying Fund on units of the Underlying Fund held by the applicable RSP Fundor Hedge Units which are reinvested in additional units of the Underlying Fund("Reinvested Units").

AND UPON the Commission being satisfied to do so would not be prejudicial to thepublic interest;

IT IS ORDERED by the Commission pursuant to subsection 59(1) of Schedule I ofthe Regulation that the Underlying Funds are exempt from the payment of duplicate filingfees on an annual basis pursuant to section 14 of Schedule I of the Regulation in respectof the distribution of units of the Underlying Funds to the RSP Funds, the distribution ofHedge Units to Counterparties and the distribution of Reinvested Units, provided thateach Underlying Fund shall include in its notice filed under subsection 14(4) of ScheduleI of the Regulation a statement of the aggregate gross proceeds realized in Ontario as aresult of the issuance by the Underlying Funds of (1) units to the RSP Fund, (2) HedgeUnits and (3) Reinvested Units; together with a calculation of the fees that would havebeen payable in the absence of this order.

March 7th, 2000.

"J. A. Geller"     "K. D. Adams"