HeadnoteExemptionfrom the fees otherwise due under subsection 14(1) of Schedule1 of the Regulation to the Securities Act on a distribution ofunits made by an underlying fund (i) issued for hedging purposesto a special purpose trust under an RSP 'clone' fund structureand (ii) on the reinvestment of distributions on such units.
RegulationsCitedRegulationmade under the Securities Act, R.R.O. 1990, Reg, 1015, as am.,Schedule 1, ss. 14(1), 14(4) and 59(1).
INTHE MATTER OF
THESECURITIES ACT R.S.O. 1990, CHAPTER S. 5,
ASAMENDED (THE "ACT")
ANDIN THE MATTER OF
FIDELITYINVESTMENTS CANADA LIMITED
FIDELITYAMERICAN OPPORTUNITIES FUND
FIDELITYGROWTH AMERICA FUND
FIDELITYEUROPEAN GROWTH FUND
FIDELITYFAR EAST FUND
FIDELITYINTERNATIONAL PORTFOLIO FUND
FIDELITYJAPANESE GROWTH FUND
FIDELITYFOCUS FINANCIAL SERVICES FUND
FIDELITYFOCUS HEALTH CARE FUND
FIDELITYFOCUS TECHNOLOGY FUND
FIDELITYFOCUS TELECOMMUNICATIONS FUND
FIDELITYGLOBAL ASSET ALLOCATION FUND
(Subsection59(1) of Schedule I of the Regulation)
UPON the application of Fidelity InvestmentsCanada Limited ("Fidelity"), the manager of each of FidelityAmerican Opportunities Fund, Fidelity Growth America Fund, FidelityEuropean Growth Fund, Fidelity Far East Fund, Fidelity InternationalPortfolio Fund, Fidelity Japanese Growth Fund, Fidelity OverseasFund, Fidelity Focus Financial Services Fund, Fidelity FocusHealth Care Fund, Fidelity Focus Technology Fund, Fidelity FocusTelecommunications Fund and Fidelity Global Asset AllocationFund (the "Existing Underlying Funds") and of other similarfunds established by Fidelity from time to time (collectively,the "Underlying Funds") and Fidelity RSP American OpportunitiesFund, Fidelity RSP Growth America Fund, Fidelity RSP EuropeanGrowth Fund, Fidelity RSP Far East Fund, Fidelity RSP InternationalPortfolio Fund, Fidelity RSP Japanese Growth Fund, FidelityRSP Overseas Fund, Fidelity RSP Focus Financial Services Fund,Fidelity RSP Focus Health Care Fund, Fidelity RSP Focus TechnologyFund, Fidelity RSP Focus Telecommunications Fund and FidelityRSP Global Asset Allocation Fund (the "Existing RSP Funds")and of other similar funds established by Fidelity from timeto time (collectively, the "RSP Funds"), to the Ontario SecuritiesCommission (the "Commission") for an order pursuant to subsection59(1) of Schedule I of the Regulation exempting the UnderlyingFunds from paying duplicate filing fees on an annual basis inrespect of the distribution of units of the Underlying Fundsto a special purpose trust and on the reinvestment of distributionson such units;
AND UPON considering the application and therecommendation of the staff of the Commission;
AND UPON Fidelity having represented to theCommission that:
1.Fidelity is or will be the manager of the RSP Funds and theUnderlying Funds. Fidelity is a corporation continued underthe laws of Ontario.
2.Each of the RSP Funds and the Underlying Funds is or will bean open-ended unincorporated mutual fund trust established underthe laws of Ontario.
3.The units of the RSP Funds and the Underlying Funds are or willbe qualified for distribution pursuant to simplified prospectusesand annual information forms filed across Canada.
4.Each of the RSP Funds and the Underlying Funds is or will bea reporting issuer and none of the Existing RSP Funds or theExisting Underlying Funds is in default of any requirementsof the Act or the securities legislation applicable in eachof the provinces and territories of Canada.
5.As part of their investment strategy, the RSP Funds may enterinto deposit transactions with one or more financial institutions(the "Counterparties") that link the returns under the depositto an equivalent investment in units of an Underlying Fund.
6.At the same time that the deposit is entered into, the Counterpartywill enter into a note and a swap transaction with a specialpurpose trust (the "Special Purpose Trust") that is governedby the laws of Ontario. The combined economic effect of thenote and the swap is the same as that of the deposit.
7.The Special Purpose Trust may hedge its obligations under theswap by investing in units (the "Hedge Units") of the applicableUnderlying Fund.
8.Applicable securities regulatory approvals for this investmentstrategy have been obtained.
9.Annually, each of the RSP Funds will be required to pay filingfees to the Commission in respect of the distributions of itsunits in Ontario pursuant to section 14 of Schedule I of theRegulation and will similarly be required to pay fees basedon the distribution of its units in other relevant Canadianjurisdictions pursuant to the applicable securities legislationin each of those jurisdictions.
10.Annually, each of the Underlying Funds will be required to payfiling fees in respect of certain distributions of its unitsin Ontario, including the Hedge Units, pursuant to section 14of Schedule I of the Regulation and will similarly be requiredto pay fees based on the distribution of its units in otherrelevant Canadian jurisdictions pursuant to the applicable securitieslegislation in each of those jurisdictions. Pursuant to an orderof the Commission dated March 7, 2000, the Underlying Fundsare exempt from the payment of filing fees in respect of thedistribution of its units to the RSP Funds, the distributionof its units to Counterparties under forward contracts enteredinto by the RSP Funds and the distribution of reinvested unitsreceived on account of units held by the RSP Funds or the Counterparties.
11.A duplication of filing fees pursuant to section 14 of ScheduleI of the Regulation may result when (a) Hedge Units are distributedand (b) a distribution is paid by an Underlying Fund on theHedge Units which are reinvested in additional units of theUnderlying Fund ("Reinvested Units").
AND UPON the Commission being satisfied todo so would not be prejudicial to the public interest;
IT IS ORDERED by the Commission pursuant tosubsection 59(1) of Schedule I of the Regulation that the UnderlyingFunds are exempt from the payment of duplicate filing fees onan annual basis pursuant to section 14 of Schedule I of theRegulation in respect of the distribution of Hedge Units tothe Special Purpose Trust and the distribution of ReinvestedUnits, provided that each Underlying Fund shall include in itsnotice filed under subsection 14(4) of Schedule I of the Regulationa statement of the aggregate gross proceeds realized in Ontarioas a result of the issuance by the Underlying Funds of (1) HedgeUnits and (2) Reinvested Units; together with a calculationof the fees that would have been payable in the absence of thisorder.
January 4, 2002.
"Howard I. Wetston" "R. Stephen Paddon"