Securities Law & Instruments


Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief granted to two mutual funds for extension of lapse date of their prospectus for 13 days – Filer will incorporate offering of the mutual fund under the same offering documents as related family of funds when they are renewed – Extension of lapse date will not affect the currency or accuracy of the information contained in the current prospectus.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).

September 15, 2016

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO
(the Jurisdiction)

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
FIDELITY INVESTMENTS CANADA ULC
(the Filer)

AND

FIDELITY DIVIDEND INVESTMENT TRUST
AND
FIDELITY NORTH AMERICAN EQUITY
INVESTMENT TRUST
(the Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdiction (the Legislation) that the time limits for the renewal of the simplified prospectus, fund facts and annual information form of the Funds dated October 16, 2015 (the Renewal Prospectus) be extended to those time limits that would apply if the lapse date was October 29, 2016 (the Requested Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a)           the Ontario Securities Commission is the principal regulator for this application; and

(b)           the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in all of the provinces and territories of Canada other than the Jurisdiction (collectively, with the Juris-diction, the Jurisdictions).

Interpretation

Defined terms contained in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1.             Each of the Funds was established under and is governed by the laws of the Province of Ontario as a mutual fund trust, and is a reporting issuer as defined in the securities legislation of each of the Jurisdictions.

2.             Neither the Filer nor any of the Funds is in default of securities legislation in any of the Jurisdictions.

3.             The Funds currently distribute securities in the Jurisdictions under a simplified prospectus dated October 16, 2015, as amended (the Prospectus).

4.             The lapse date of the Prospectus under the Legislation is October 16, 2016. Accordingly, under the Legislation, the distribution of securities of the Funds would have to cease on October 16, 2016 unless: (i) the Funds file a pro forma simplified prospectus at least 30 days prior to October 16, 2016; (ii) the final simplified prospectus is filed no later than 10 days after October 16, 2016; and (iii) a receipt for the final simplified prospectus is obtained within 20 days of October 16, 2016.

5.             The Filer is registered as follows: (i) as a portfolio manager and mutual fund dealer in each of the Jurisdictions; (ii) as an investment fund manager in Ontario, Quebec, and Newfoundland and Labrador; and (iii) as a commodity trading manager under the Commodity Futures Act (Ontario).

6.             The Filer is the manager of the Funds and approximately 98 mutual funds (the Affiliated Funds) that currently distribute their securities to the public under a simplified prospectus, fund facts and annual information form (filed on SEDAR under Project No. 2112406), that has October 29, 2016 as its lapse date under the Legislation.

7.             The Affiliated Funds share many common operational and administrative features with the Funds and combining them in the same simplified prospectus will allow investors to more easily compare the features of the Affiliated Funds and the Funds.

8.             The Funds only offer Series O units (the Series O Units) under the Prospectus. Series O Units are only available for purchase by the Affiliated Funds and other funds and accounts managed by the Filer. Series O Units of the Funds are generally not available for public purchase.

9.             It would be impractical to alter and modify all the dedicated systems, procedures and resources required to prepare the renewal prospectus, annual information form and fund facts for the Affiliated Funds, and unreasonable to incur the costs and expenses associated therewith, so that the renewal prospectus for the Affiliated Funds can be filed earlier with the Renewal Prospectus.

10.          The Filer may make minor changes to the features of the Affiliated Funds as part of the process of renewing the Affiliated Funds' simplified prospectus in October 2016. The ability to file the Renewal Prospectus with those of the Affiliated Funds will ensure that the Filer can make the operational and administrative features of the Funds and the Affiliated Funds consistent with each other.

11.          There have been no material changes in the affairs of the Funds since the date of the Prospectus. Accordingly, the Prospectus and current fund facts of the Funds represent current information regarding the Funds.

12.          Given the disclosure obligations of the Funds, should any material changes occur, the Prospectus and fund facts of the respective Fund will be amended as required in accordance with the Legislation.

13.          The Requested Relief will not affect the accuracy of the information contained in the Prospectus and therefore will not be prejudicial to the public interest.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Requested Relief is granted.

“Vera Nunes”
Manager, Investment Funds and Structured Products
Ontario Securities Commission