Fidelity Investments Canada Ltd. - ss. 74(1)

UPON the application (the "Application") of Fidelity Investments Canada Limited (the "Applicant") to the Ontario Securities Commission (the "Commission") for (i) a ruling pursuant to subsection 74(1) of the Act that certain trades in certain units of the Funds (as hereinafter defined) are not subject to section 53 of the Act; and (ii) an order of the Commission pursuant to section 147 of the Act that certain trades in units of the Funds are not subject to subsection 72(3) of the Act provided a Form 45-501F1 and the prescribed fee are filed within 30 days of the financial year end of each Fund.

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

AND UPON the Applicant representing to the Commission that:

1. The Applicant is a corporation continued under the laws of Ontario and is registered under the Act as a dealer in the category of mutual fund dealer and as an adviser in the categories of investment counsel and portfolio manager.

2. The Applicant is also registered under the Commodity Futures Act (Ontario) as a commodity trading manager.

3. The Applicant intends to establish pooled funds (the "Funds") from time to time, and the Applicant will act as the manager of the Funds.

4. Each Fund will be established under the laws of Ontario pursuant to a declaration of trust and the Applicant will act as trustee of the Funds.

5. The Applicant intends to offer discretionary investment management services to pension plans and other investors in Canada (the "Private Clients"). The Applicant will carry out the investment mandate of the Private Clients through the purchase of units of the Funds (the "Units") or through segregated accounts. The Applicant may also permit Private Clients to subscribe for Units directly.

6. The Applicant or affiliates of the Applicant will distribute the Units.

7. Units may be issued in Ontario in reliance upon the prospectus exemption contained in clause 72(1)(d) of the Act and section 3.1 of Rule 45-501 (the "72(1)(d) Exemption") or on other exempt bases.

8. The minimum initial investment in Units by or on behalf of a Private Client made in reliance upon the 72(1)(d) Exemption is $150,000 (the "Initial Investment").

9. The Units will be non-transferable and will be offered on a continuous basis.

10. Following an Initial Investment in a Fund, it is proposed that additional Units (the "Additional Units") of that Fund be permitted to be purchased by or on behalf of Private Clients without being subject to any minimum purchase amount by:

(a) automatically reinvesting distributions attributable to outstanding Units; or

(b) subscribing and paying for Additional Units.

11. The issuance of Additional Units to unitholders pursuant to the automatic reinvesting of distributions attributable to outstanding Units will be exempt from the requirements of sections 25 and 53 of the Act pursuant to Rule 81-501.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS RULED pursuant to subsection 74(1) of the Act that trades in Additional Units, as described above, are not subject to section 53 of the Act provided that:

(a) this ruling will terminate upon the publication in final form of any rule exempting from section 53 of the Act distributions by a fund manager on behalf of a pooled fund of additional securities which applies to trades of Additional Units as described in paragraph 10(b) above;

(b) at the time of acquisition of Additional Units of a Fund, the unitholder then holds units of that Fund having an aggregate acquisition cost or an aggregate net asset value of not less than $150,000; and

(c) at the time of the acquisition of Additional Units of a Fund, the Applicant, or if the Additional Units are distributed by an affiliate of the Applicant, that affiliate, is registered under the Act as a mutual fund dealer and such registration is in good standing.

AND IT IS ORDERED, pursuant to section 147 of the Act, that a trade in Units of a Fund made in reliance upon the 72(1)(d) Exemption is not subject to section 72(3) of the Act, provided that:

(a) within 30 days after the financial year end of the Fund, the Fund files a report in accordance with Form 45-501F1 of Rule 45-501 in respect of trades in Units and Additional Units of the Fund during such financial year; and

(b) within 30 days after the financial year end of the Fund, the Fund remits the fee prescribed by Rule 45-510 for reports filed in Form 45-501F1.

February 2, 2001

J.A. Geller, R. Stephen Paddon