Fidelity International Limited - ss. 38(1) of CFA

Order

IN THE MATTER OF

THE COMMODITY FUTURES ACT, R.S.O. 1990 c. C20 (the "CFA")

AND

IN THE MATTER OF

FIDELITY INTERNATIONAL LIMITED

ORDER

(Subsection 38(1))

UPON the application of Fidelity International Limited (the "Applicant") to the Ontario Securities Commission (the "Commission") for a ruling under subsection 38(1) of the CFA that the Applicant and its officers, partners and directors are not subject to the requirement of clause 22(1)(b) of the CFA;

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

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant is a corporation organized under the laws of Bermuda and is resident in Bermuda.

2. Fidelity Investments Canada Limited ("FICL") is a corporation continued under the laws of Ontario and is resident in Ontario. FICL is currently registered with the Commission as a mutual fund dealer and an adviser in the categories of investment counsel and portfolio manager. FICL is currently registered with the Commission as an adviser in the category of commodity trading manager under the CFA.

3. FICL acts as portfolio manager to certain mutual funds offered, from time to time, by FICL in Canada (the "Fidelity Funds") and the Applicant acts as sub-adviser to FICL in respect of certain of the Fidelity Funds. FICL is responsible for the investment advice provided by the Applicant in respect of the Fidelity Funds. The Commission granted relief similar to that granted herein to the Applicant in respect of the Fidelity Funds in an order dated October 20, 2000.

4. FICL is now proposing to offer discretionary investment management services to pension plans and other institutional investors in Canada (the "Private Clients"). FICL will carry out the investment mandate of the Private Clients through the use of pooled funds to be established by FICL from time to time (the "Funds") or segregated accounts. FICL will act as manager and trustee of the Funds.

5. The Applicant is proposing to enter into an arrangement in which FICL would act as the portfolio adviser to certain of the Funds and Private Clients, including ancillary activities in respect of purchases and sales of commodity futures contracts or related products traded on commodity futures exchanges, and the Applicant would provide advice and assistance to FICL (the "Proposed Advisory Services"). In no case will the investment activities involving commodities futures or products traded on commodities futures exchanges constitute the primary focus or investment objective of any of the Funds or Private Clients.

6. In connection with the Proposed Advisory Services, the Applicant would enter into a written agreement with FICL outlining the duties and obligations of the Applicant.

7. FICL will assume responsibility to the Funds and the Private Clients for all advice and assistance provided by the Applicant.

8. The Applicant will only provide advice and assistance to FICL where FICL has contractually agreed with the Funds and the Private Clients to be responsible for any loss that arises out of the failure of the Applicant (a) to exercise the powers and discharge the duties of its office honestly, in good faith and in the best interests of the Funds and the Private Clients, and (b) to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances and that this responsibility cannot be waived.

AND UPON being satisfied that it would not be prejudicial to public interest for the Commission to grant the exemptions requested on the basis of the terms and conditions proposed,

IT IS ORDERED pursuant to subsection 38(1) of the CFA that the Applicant, its officers, partners and directors are not subject to the requirements of clause 22(1) (b) of the CFA in respect of the Proposed Advisory Services provided that:

a. the obligations and duties of the Applicant are set out in a written agreement with FICL;

b. FICL will contractually agree with the Funds and the Private Clients to be responsible for any loss that arises out of the failure of the Applicant (i) to exercise the powers and discharge the duties of its office honestly, in good faith and in the best interests of the Funds and the Private Clients, and (ii) to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances and that this responsibility cannot be waived;

c. FICL will remain a registrant under the CFA so long as the Proposed Advisory Services are provided by the Applicant; and

d. this order shall terminate three years from April 6, 2001.

April 6, 2001.

Howard I. Wetston, Paul Moore