Ontario Commission des P.O. Box 55, 19^th^ Floor CP 55, 19e étage

Securities valeurs mobilières 20 Queen Street West 20, rue queen ouest

Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8

Web site: www.osc.gov.on.ca

Headnote National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Exemption from general instruction 8 of the Form to include textbox disclosure in the Fund Facts relating to the suitability of the fund for investors. Applicable Legislative Provisions National Instrument 81-101 Mutual Fund Prospectus Disclosure, Part 6. General Instruction 8 to Form 81-101F3 Contents of Fund Facts Document.

VIA SEDAR

January 18, 2013

Fidelity Investments Canada ULC

483 Bay Street, Suite 300

Toronto, ON

M5G 3S8

Attention: Andrea Rigobon

Dear Ms. Rigobon:

Re: Fidelity U.S. Dividend Registered Fund (the “Fund”)

Exemptive Relief Application under Part 6 of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101)

Application No. 2013/0008; SEDAR Project No. 1997734

By letter dated January 9, 2013 (the Application), Fidelity Investments Canada ULC, on behalf of the Fund, applied to the Director of the Ontario Securities Commission (the Director) under Part 6 of NI 81-101 for relief from General Instruction 8 to Form 81-101F3 Contents of Fund Facts (the Form), which prohibits an issuer from including any information not specifically prescribed by the Form, to include a textbox in the Fund Facts document to provide disclosure relating to the suitability of the Fund for investors.

This letter confirms that, based on the information and representations made in the Application, and for the purposes described in the Application, the Director intends to grant the requested exemption to be evidenced by the issuance of a receipt for the Fund’s prospectus.

Yours very truly,

“VERA NUNES”

Vera Nunes

Manager, Investment Funds Branch

ONTARIO SECURITIES COMMISSION