Fidelity International Limited - ss. 78(1) of the CFA

Headnote

Application to the Commission for an order, pursuant to subsection 78(1) of the Commodity Futures Act (Ontario)(the "CFA") amending previous orders (the "Previous Orders") to the effect that, with respect to the Sub-Adviser acting as an adviser to its affiliate Fidelity Investments Canada Limited (the "Principal Adviser") in connection with the Principal Adviser's activities as an adviser to the certain Funds or Private Clients investing in Funds (as defined, below), neither the Sub-Adviser, nor any if its directors, officers or employees ("Sub-Adviser Representatives") acting on its behalf as an adviser, shall be subject to the adviser registration requirement in paragraph 22(1)(b) of the CFA.

IN THE MATTER OF

THE COMMODITY FUTURES ACT, R.S.O. 1990,

CHAPTER C. 20, AS AMENDED (the "CFA")

AND

IN THE MATTER OF

FIDELITY INTERNATIONAL LIMITED

AND

FIDELITY INVESTMENTS CANADA LIMITED

ORDER

(Subsection 78(1))

UPON the application (the "Application") of Fidelity International Limited (the "Sub-Adviser") to the Ontario Securities Commission (the "Commission") for an order, pursuant to subsection 78(1) of the CFA, to vary a previous order (the "Previous Order") of the Commission dated March 12, 2004 made under subsection 80 of the CFA, in the matter of Fidelity International Limited;

AND WHEREAS the Previous Order provided that neither the Sub-Adviser nor any of its directors, officers or employees (the "Sub-Adviser Representatives") acting on behalf of the Sub-Adviser is subject to paragraph 22(1)(b) of the CFA in respect of their acting as an adviser to Fidelity Investments Canada Limited (the "Principal Adviser"), in connection with the Principal Adviser acting as an adviser to certain mutual funds;

AND WHEREAS the Sub-Adviser seeks to vary the Previous Order so as to provide that it shall also apply in connection with the offering by the Principal Adviser of discretionary investment management services to pension plans and other institutional investors ("Private Clients") through the use of pooled funds established by the Principal Adviser from time to time, consistent with the relief provided to the Sub-Adviser pursuant to a separate order of the Commission dated April 6, 2001 that expires on April 6, 2004;

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

AND UPON the Commission being of the opinion that to make this order would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 78(1) of the CFA, that the Previous Order is varied as follows:

1. Paragraph 7 is deleted and substituted with the following:

"Where the Principal Adviser acts as the trustee and manager of (a) certain mutual funds offered from time to time to the public in Canada, and (b) certain pooled funds established by it from time to time for purposes of providing discretionary investment management services to pension plans and other institutional clients in Canada ("Private Clients"), (each such mutual fund or pooled fund, a "Fund"), the Principal Adviser may, pursuant to written agreement made between the Principal Adviser and the Fund or Private Client:

(i) acts as an adviser (as defined in the OSA) to the Fund or Private Client, in respect of securities, and

(ii) acts as an adviser to the Fund or Private Client, in respect of trading commodity futures contracts and commodity futures options,

by exercising discretionary authority in respect of the investment portfolio of the Fund, with discretionary authority to purchase or sell on behalf of the Fund:

(iii) securities, and

(iv) commodities futures contracts and commodities futures options."

2. Paragraph 8 is amended by the insertion of "or Private Client" after "Fund" in the first line;

3. The first paragraph of the order is amended by the insertion of "or Private Clients" after "Funds" in the fourth line;

4. Subparagraph (c) of the order is amended by the insertion of "or Private Client" after "Fund";

5. Subparagraph (d) of the order is amended by the insertion of "(including Private Clients)" after "securityholders"; and

6. Subparagraph (e) of the order is amended by the insertion of "(including Private Clients)" after "Fund".

April 6, 2004