Securities Law & Instruments

INTHE MATTER OF

THESECURITIES ACT,

R.S.O.1990, CHAPTER S.5, AS AMENDED

AND

INTHE MATTER OF

THEREGULATION UNDER THE SECURITIES ACT,

R.R.O.1990, REGULATION 1015, AS AMENDED

(the"Regulation")

AND

INTHE MATTER OF

FIDELITYCAPITAL STRUCTURE CORP.

AND

FIDELITYCANADIAN SHORT TERM INCOME CLASS

ORDER

(Subsection59(1) of Schedule I to the Regulation)

UPONthe application of Fidelity Capital Structure Corp. (the"Corporation"), on behalf of Fidelity Canadian Short Term IncomeClass (the "Fund"), a class of shares of the Corporation, foran order pursuant to subsection 59(1) of Schedule I of the Regulation(the "Schedule") that the fees payable by the Fund to the OntarioSecurities Commission (the "Commission") pursuant to subsection14(2) of the Schedule with respect to the distribution of securitiesof the Fund in Ontario, be based on the applicable percentageof the aggregate net sales, rather than aggregate gross sales,realized in Ontario;

ANDUPON considering the application and the recommendationsof the staff of the Commission;

ANDUPON the Corporation having represented to the Commissionthat:

1.The Fund is one of 18 classes of mutual fund shares of the Corporation,a mutual fund corporation incorporated under the laws of the Provinceof Alberta.

2.The investment objective of the Fund is to achieve a high levelof current income while seeking to protect capital and to maintainliquidity. The Fund seeks a similar return to Fidelity CanadianMoney Market Fund (the "Underlying Fund") by investing substantiallyall of its assets in units of the Underlying Fund.

3.Fidelity Investments Canada Limited ("Fidelity") is a corporationcontinued under the laws of the Province of Ontario and its headoffice is located in Ontario.

4.Fidelity is the manager of the Fund and the Underlying Fund.

5.Shares of the Fund and units of the Underlying Fund are currentlyqualified for distribution in all of the provinces and territoriesof Canada pursuant to simplified prospectuses and annual informationforms dated August 30, 2001 and September 28, 2001, respectively.

6.The Underlying Fund is an open-ended mutual fund trust governedby the laws of the Province of Ontario.

7.Each of the Fund and the Underlying Fund are reporting issuersin each of the provinces and territories of Canada and are notin default of any requirements of the securities acts or regulationsapplicable in each of the provinces and territories of Canada.

8.Because the Fund is in its first year of distribution, the Fundhas not yet paid any fees relating to the distribution of itssecurities under section 14 of the Schedule.

9.The Fund's returns will be like a money market fund's returnsrather than an equity fund's returns.

10.The prospectus disclosure for the Fund indicates that the Fundis suitable as a cash component equivalent and that the Fund issuitable for investors wishing to invest their funds temporarilyin the Fund with a low level of risk.

11.The Fund is not a money market fund within the meaning of Section1.1 of National Instrument 81-102 ("NI 81-102") because the Fundinvests primarily in units of the Underlying Fund. Accordingly,pursuant to section 14 of the Schedule, the Fund will be requiredto pay annual fees based on a percentage of the aggregate grossproceeds realized in Ontario from the distribution of securitiesof the Fund rather than based on a percentage of the aggregatenet sales in Ontario if the Fund was treated as a money marketmutual fund.

12.If the Fund is required to pay fees based on gross proceeds ratherthan on net sales, the Fund will be paying higher fees than theUnderlying Fund, the latter of which fits within the definitionof money market fund in NI 81-102.

ANDUPON the Commission being satisfied that to do so wouldnot be prejudicial to the public interest;

ITIS ORDERED pursuant to subsection 59(1) of the Schedulethat the fees payable by the Fund pursuant to subsection 14(2)of the Schedule with respect to the distribution of securitiesof the Fund be based on the applicable percentage of the aggregatenet sales realized in Ontario from the distribution of securitiesof the Fund, being the rate applicable to money market mutualfunds, rather than based on the applicable percentage of the aggregategross proceeds realized in Ontario from the distribution of securitiesof the Fund.

ANDIT IS FURTHER ORDERED pursuant to subsection 59(1) ofthe Schedule that the filing fees paid by the Fund pursuant tosubsection 13(3) of the Schedule on each renewal of its simplifiedprospectus are the fees applicable to a money market mutual fund.

PROVIDEDTHAT the Fund pay the difference owing between the feespaid under clause 13(3)(a) of the Schedule at the time of thefiling of the preliminary prospectus for the Fund and the feesapplicable to a money market mutual fund under clause 13(3)(b)of the Schedule within 10 business days of the date of this order.

April12, 2002.

"TheresaMcLeod"       "H. Lorne Morphy"