Fidelity Investments Canada ULC (Re), 2024 CanLII 429

January 9, 2024

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 GLOBAL GROWTH PRIVATE POOL (the Fund)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Fund 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 Fund be extended to those time limits that would apply if the lapse date was April 25, 2024 (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 investment fund manager of the Fund.

4. The Fund is a class of shares of the Fidelity Capital Structure Corp. (the ‘‘Corporation’’) which is a mutual fund corporation incorporated under the laws of the Province of Alberta. The Fund is a reporting issuer under the securities legislation of each of the Canadian Jurisdictions.

5. Neither the Filer nor the Fund is in default of securities legislation in any of the Canadian Jurisdictions.

6. The Fund currently distributes securities in the Canadian Jurisdictions under a simplified prospectus dated March 16, 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 March 16, 2024 (the Current Lapse Date). Accordingly, under subsection 62(2) of the Act, the distribution of securities of the Fund would have to cease on its Current Lapse Date unless: (i) the Fund files a pro 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 class funds (the FCSC Funds), that currently distribute their securities under a simplified prospectus with a lapse date of April 25, 2024 (the FCSC Prospectus).

9. The Fund shares many common operational and administrative features with the FCSC Funds. To allow investors to compare the features of the Fund and the FCSC Funds more easily, and also to reduce prospectus renewal, printing and related costs, the Filer proposes to distribute the securities of the Fund and the FCSC Funds under a common simplified prospectus. To facilitate the combination of the Fund and FCSC Funds in a single offering document, the Filer requests that the Current Lapse Date of the Current Simplified Prospectus be extended by 40 days until April 25, 2024, to coincide with the lapse date of the FCSC Prospectus. If the Exemption Sought is granted, the Filer will file a combined pro forma simplified prospectus for the Fund and FCSC Funds in accordance with the time limits that would apply if the lapse date of both the Current Simplified Prospectus and FCSC Prospectus were April 25, 2024.

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 FCSC Funds (the FCSC Renewal Prospectus Documents), and unreasonable to incur the costs and expenses associated therewith, so that the FCSC Renewal Prospectus Documents can be filed earlier with the renewal simplified prospectus and fund facts document(s) of the Fund (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 FCSC Prospectus.

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

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

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

15. New investors of the Fund will receive delivery of the most recently filed fund facts document(s) of the Fund. 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 Fund 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.

“Darren McKall”

Darren McKall Manager, Investment Funds and Structured Products Ontario Securities Commission

Application #: 2023/0654 SEDAR+: 6067319