Fidelity Investments Canada ULC et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions- relief granted under subsection 62(5) of the Securities Act to permit the extension of a prospectus lapse date by 77 days to facilitate the consolidation of the funds' prospectus with the prospectus of different funds under common management -- no conditions.

Applicable Legislative Provisions

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

June 5, 2023

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 IN THE MATTER OF FIDELITY GLOBAL SMALL CAP OPPORTUNITIES FUND AND FIDELITY ADVANTAGE ETHER ETF FUNDTM (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 Current Simplified Prospectus (defined below) of the Funds be extended to those time limits that would apply if the lapse date was November 10, 2023 (the Exemption Sought).

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 each of the other provinces and territories of Canada (together with Ontario, the Canadian Jurisdictions).

Interpretation

Terms defined 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. The Filer is a corporation amalgamated under the laws of Alberta and has its head office in Toronto, Ontario.

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

3. The Filer is the trustee and investment fund manager of the Funds.

4. The Funds are open-end mutual fund trusts established under the laws of the Province of Ontario, and are reporting issuers as defined in the securities legislation of each of the Canadian Jurisdictions.

5. Neither the Filer or the Funds is in default of securities legislation in any of the Canadian Jurisdictions.

6. The Funds currently distribute securities in the Canadian Jurisdictions under a simplified prospectus dated August 25, 2022, as amended on November 21, 2022, and as further amended and restated on May 4, 2023 (the Current Simplified Prospectus).

7. Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date of the Current Simplified Prospectus is August 25, 2023 (the Current Lapse Date). Accordingly, under subsection 62(2) of the Act, the distribution of securities of the Funds would have to cease on its Current Lapse Date unless: (i) the Funds file apro forma simplified prospectus at least 30 days prior to its Current Lapse Date; (ii) the final simplified prospectus is filed no later than 10 days after its Current Lapse Date; and (iii) a receipt for the final simplified prospectus is obtained within 20 days after its Current Lapse Date.

8. The Filer is the investment fund manager of certain other mutual funds as listed in Schedule "A" (the Fidelity Funds), that currently distribute their securities under a simplified prospectus with a lapse date of November 10, 2023 (the Fidelity Funds Prospectus).

9. The Funds share many common operational and administrative features with the Fidelity Funds. To allow investors to compare the features of the Funds and the Fidelity Funds more easily, and also to reduce prospectus renewal, printing and related costs, the Filer proposes to distribute the securities of the Funds and the Fidelity Funds under a common simplified prospectus. To facilitate the combination of the Funds and Fidelity Funds in a single offering document, the Filer requests that the Current Lapse Date of the Current Simplified Prospectus be extended by 77 days until November 10, 2023, to coincide with the lapse date of the Fidelity Funds Prospectus. If the Exemption Sought is granted, the Filer will file a combined pro forma simplified prospectus for the Funds and Fidelity Funds in accordance with the time limits that would apply if the lapse date of both the Current Simplified Prospectus and Fidelity Funds Prospectus were November 10, 2023.

10. It would be impractical to alter and modify all the dedicated systems, procedures and resources required to prepare the renewal simplified prospectus and fund facts for the Fidelity Funds (the Fidelity Funds Renewal Prospectus Documents), and unreasonable to incur the costs and expenses associated therewith, so that the Fidelity Funds Renewal Prospectus Documents can be filed earlier with the renewal simplified prospectus and fund facts document(s) of the Funds (the Renewal Prospectus Documents).

11. If the Exemption Sought is not granted, it will be necessary to renew the Current Simplified Prospectus twice within a short period of time in order to consolidate the Current Simplified Prospectus with the Fidelity Funds Prospectus.

12. The Filer may make minor changes to the features of the Fidelity Funds as part of the Fidelity Funds Renewal Prospectus Documents. The ability to file the Renewal Prospectus Documents with the Fidelity Funds Renewal Prospectus Documents will ensure that the Filer can make the operational and administrative features of the Funds and the Fidelity Funds consistent with each other.

13. There have been no material changes in the affairs of the Funds since the filing of the Current Simplified Prospectus. Accordingly, the Current Simplified Prospectus and current fund facts document(s) of the Funds represent current information regarding the Funds.

14. Given the disclosure obligations of the Funds, should a material change in the affairs of the Funds occur, the Current Simplified Prospectus and current fund facts document(s) of the Funds will be amended as required under the Legislation.

15. New investors of the Funds will receive delivery of the most recently filed fund facts document(s) of the Funds. The Current Simplified Prospectus will still be available upon request.

16. The Exemption Sought will not affect the accuracy of the information contained in the Current Simplified Prospectus or the current fund facts document(s) of the Funds 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 Exemption Sought is granted.

SCHEDULE A

The Fidelity Funds