Fidelity Investments Canada ULC (Re), 2026 CanLII 10230

February 12, 2026

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 the Top Funds (as defined below)

Decision

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (Legislation) that (i) revokes and replaces the Original Decision (as defined below) granted to the Filer; and (ii) grants Fidelity Alternative Assets Institutional Trust (FAAIT), Fidelity Alternative Real Estate Trust (FARET), and Fidelity Alternative Credit Assets Currency Neutral Institutional Trust (FACACNIT, and collectively with FAAIT and FARET, the Top Funds), relief from:

(a) the requirement in section 2.2 of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) that the Top Funds file their audited annual financial statements and auditor's report (the Annual Financial Statements) on or before the 90th day after the Top Funds' most recently completed financial year (the Annual Filing Deadline);

(b) the requirement in paragraph 5.1(2)(a) of NI 81-106 that the Top Funds deliver to securityholders their Annual Financial Statements by the Annual Filing Deadline (the Annual Delivery Requirement);

(c) the requirement in section 2.4 of NI 81-106 that the Top Funds file their unaudited interim financial statements (the Interim Financial Statements) on or before the 60th day after the Top Funds' most recently completed interim period (the Interim Filing Deadline);

(d) the requirement in paragraph 5.1(2)(b) of NI 81-106 that the Top Funds deliver to securityholders their Interim Financial Statements by the Interim Filing Deadline (the Interim Delivery Requirement), (collectively, 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 (the Principal Regulator) for this application as the head office of the Filer is located in Ontario, 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 (the Other Jurisdictions and, together with the Jurisdiction, the Jurisdictions).

Interpretation

Unless expressly defined herein, terms used have the respective meanings given to them in MI 11-102, National Instrument 14-101 Definitions, National Instrument 81-102 Investment Funds and NI 81-106.

Representations

This decision is based on the following facts represented by the Filer:

Original Decision

1. On December 11, 2024, the Filer obtained an exemption on behalf of itself, FAAIT and FARET from the requirements in section 2.2, section 2.4, paragraph 5.1(2)(a) and paragraph 5.1(2)(b) of NI 81-106 (the Original Decision).

2. The Original Decision did not contemplate at the time obtaining relief for FACACNIT since it did not exist. The Filer requests that the Original Decision be revoked and replaced such that the Exemption Sought may be granted to FACACNIT and all other Top Funds.

The Filer

3. The Filer is a corporation amalgamated under the laws of the Province of Alberta with its head office located in Toronto, Ontario.

4. The Filer is registered as an investment fund manager in Ontario, Québec and Newfoundland and Labrador. The Filer is also registered as a portfolio manager, mutual fund dealer and exempt market dealer in each of the Jurisdictions and is registered under the Commodity Futures Act (Ontario) in the category of commodity trading manager.

5. The Filer acts as investment fund manager and portfolio manager of each Top Fund.

6. The Filer, a related party of the Filer or a third party acts as trustee or general partner of each Top Fund.

7. The Filer is not a reporting issuer in any jurisdiction and is not in default of securities legislation in any of the Jurisdictions.

The Top Funds

8. Each Top Fund is an investment fund established as a trust under the laws of Ontario.

9. Each Top Fund is a mutual fund under the securities legislation of the Jurisdictions.

10. Securities of the Top Funds are offered for sale to qualified investors in one or more Jurisdictions pursuant to an exemption from the prospectus requirements, including the accredited investor exemption under National Instrument 45-106 Prospectus Exemptions or equivalent. In the case of FAAIT and FACACNIT, securities are only offered for sale to other investment funds that are not reporting issuers and that are managed by the Filer (collectively, Institutional Pooled Funds).

11. The Top Funds are not a reporting issuer in any of the Jurisdictions.

12. The Top Funds have a financial year end of December 31.

13. Each Top Fund's investment objective is to invest, or will be achieved by investing, in Underlying Funds (as defined below), which may pursue a variety of investment strategies.

14. The investment objective of FAAIT is to seek to provide total return, consisting of income and long-term capital growth through investments in private issuers of securities that: (i) invest directly and indirectly in private market assets, globally; and/or (ii) deploy alternative investment strategies. FAAIT’s indirect investment in private assets is expected to be achieved through a sole investment in Fidelity Canadian Private Real Estate Trust (the FAAIT Underlying Fund).

15. The investment objective of FARET is to aim to provide a combination of long-term capital appreciation and income by investing in both private and public real estate assets in Canada. FARET seeks to achieve its investment objective by investing, directly or indirectly, in a portfolio of private and public real estate assets.

16. The Filer expects that the sole investment in the private real estate portfolio of FARET is an investment in the units of Fidelity Canadian Private Real Estate Trust (the FARET Underlying Fund).

17. The investment objective of FACACNIT is to seek to provide total return, consisting of current income and to a lesser extent, long-term capital growth primarily through investments in private issuers of securities that: (i) invest directly and indirectly in private credit market assets, globally; and/or (ii) deploy alternative investment strategies.

18. The Filer expects that the majority of FACACNIT assets will be invested in U.S. denominated securities, either indirectly through a collective investment vehicle or directly. The collective investment vehicle in which the FACACNIT assets will primarily be invested is Fidelity Private Credit Company LLC (the FACACNIT Underlying Fund, and collectively with the FAAIT Underlying Fund and FARET Underlying Fund, the Underlying Funds).

19. The Underlying Funds will be managed by the Filer, an affiliate of the Filer or a third party.

20. The Filer believes that the Top Funds' investments in the Underlying Funds offer benefits not available through a direct investment in the investment vehicles, companies, other issuers or assets held by the relevant Underlying Fund(s).

21. Securities of the Top Funds will typically be redeemable at various intervals, as will securities of certain Underlying Funds. As each Top Fund has a medium- to long-term investment horizon, each Top Fund will be able to manage its own liquidity requirements by: (i) investing a portion of its assets in liquid securities; (ii) imposing redemption conditions, which will be disclosed in the Top Fund’s offering memorandum; and/or (iii) taking into consideration the frequency at which securities of the Underlying Funds may be redeemed.

22. The net asset value (the NAV) of FACACNIT is calculated daily and the NAV of FAAIT and FARET is calculated monthly, as of the last business day of each calendar month, and investors will be provided with the NAV within 90 to 120 days of the relevant valuation date.

23. As at December 31, 2025, FAAIT and FARET’s investments in securities of the FAAIT Underlying Fund and FARET Underlying Fund accounted for no less than 25% of FAAIT and FARET’s total assets and, once fully invested following ramp-up, FACACNIT’s investments in securities of the FACACNIT Underlying Fund is expected to account for no less than 25% of FACACNIT’s total assets.

24. Certain holdings of each Top Fund invested in securities of the Underlying Funds may be disclosed in the Top Fund’s financial statements.

The Underlying Funds

25. The FAAIT Underlying Fund and the FARET Underlying Fund is organized under the laws of Canada or a Jurisdiction, while the FACACNIT Underlying Fund is a Delaware limited liability company, organized under the laws of the United States. None of the Underlying Funds are currently subject to NI 81-106 because neither of them is a ‘mutual fund in the jurisdiction’, as defined in NI 81-106.

26. Currently, each of the Underlying Funds held by each Top Fund has a financial year-end of December 31. The Underlying Funds may be subject to a variety of financial reporting deadlines. In the case of the FAAIT Underlying Fund and FARET Underlying Fund, which is not an investment fund subject to NI 81-106, its constating documents and/or contractual agreements with investors provide that its audited annual financial statements will be delivered within 120 days of its most recently completed financial year and its interim financial statements will be delivered within 90 days of its most recently completed interim period. In the case of the FACACNIT Underlying Fund, which is not an investment fund subject to NI 81-106, such Underlying Fund is subject to the Form 10-K requirement under the laws of the United States. Consistent with the financial reporting deadlines under NI 81-106, the Form 10-K requirement mandates that the FACACNIT Underlying Fund file its (a) audited annual financial statements and auditor’s report on or before the 90th day after its most recently completed financial year; and (b) interim financial report on or before the 60th day after its most recently completed interim period.

27. FACACNIT and the FACACNIT Underlying Fund have different auditors. The underlying investments in which the FAAIT Underlying Fund and the FARET Underlying Fund invest have different auditors than FAAIT and FARET.

28. As the Underlying Funds are subject to a variety of financial reporting deadlines that either align with, or extend beyond, the Annual Filing Deadline and Interim Filing Deadline applicable to the Top Funds, the Top Funds will not be able to obtain the finalized financial statements of the Underlying Funds prior to the Annual Filing Deadline or the Interim Filing Deadline for filing the financial statements and, in all cases, no sooner than other investors in the Underlying Funds receive the financial statements of the Underlying Funds. The Filer expects this timing delay in the completion of the Annual Financial Statements and the Interim Financial Statements of each Top Fund to occur every year for the foreseeable future.

29. Subject to the granting of the Exemption Sought, the offering memorandum of each Top Fund that will be provided to prospective investors, except Institutional Pooled Funds, will disclose, or such investors will be otherwise notified, that: (i) the Annual Financial Statements for such Top Fund will be delivered to each investor within 120 days of such Top Fund's financial year end; and (ii) the Interim Financial Statements for such Top Fund will be delivered to each investor within 90 days following the end of each interim period of such Top Fund.

30. The Filer will notify securityholders of the Top Funds that it has received and intends to rely on relief from the Annual Filing Deadline and Annual Delivery Requirement and the Interim Filing Deadline and the Interim Delivery Requirement.

Financial Statement Filing and Delivery Requirements

31. Section 2.2 and paragraph 5.1(2)(a) of NI 81-106 require a Top Fund to file and deliver its Annual Financial Statements by the Annual Filing Deadline. As each Top Fund’s financial year end is December 31, it has a financial statement filing and delivery deadline of March 31 in a non-leap year.

32. Section 2.4 and paragraph 5.1(2)(b) of NI 81-106 require a Top Fund to file and deliver its Interim Financial Statements by the Interim Filing Deadline. As each Top Fund’s interim period-end will be June 30 in a non-leap year, the Top Funds will have an interim filing and delivery deadline of August 29 in a non-leap year.

33. Section 2.11 of NI 81-106 provides an exemption from the Annual Filing Deadline if, among other things, an investment fund delivers its annual financial statements in accordance with Part 5 of NI 81-106 by the Annual Filing Deadline and the Interim Filing Deadline, as applicable.

34. As noted above, the Underlying Funds may be subject to a variety of financial reporting deadlines that either align with, or extend beyond, those applicable to the Top Funds. In addition, even if such reporting deadlines are aligned, they do not allow for sufficient time for the Filer, the Top Funds and the auditor of the Top Funds, as applicable, to prepare the applicable financial statements and reports in a manner to meet the deadlines set out in NI 81-106.

35. In order to formulate an opinion on the financial statements of each Top Fund, the Top Fund’s auditor requires audited financial statements of its respective Underlying Fund(s) as at the date of the financial year-end of the Top Fund in order to audit the information contained in the Top Fund’s financial statements.

36. The auditors of the Top Funds have advised the Filer that they will be unable to complete the audit of the Top Funds’ annual financial statements until the audited financial statements of the relevant Underlying Funds are completed and available to the applicable Top Fund.

37. With respect to Underlying Funds managed by the Filer, the added costs associated with expedited auditing services in order to provide their financial statements at an earlier date outweigh the expected benefit to the unitholders of the Top Funds.

38. Each Top Fund therefore seeks an extension of the Annual Filing Deadline and Annual Delivery Requirement to within 120 days after its year end, to enable the Top Fund’s auditors to receive the audited financial statements of the relevant Underlying Fund(s) and then prepare the Top Fund’s Annual Financial Statements.

39. Each Top Fund seeks an extension of the Interim Filing Deadline and the Interim Delivery Requirement to permit delivery within 90 days of such Top Fund’s most recently completed interim period, to enable the Top Fund to first receive the interim financial reports of the relevant Underlying Funds so as to be able to determine the net asset value of the relevant Underlying Funds and prepare such Top Fund’s Interim Financial Statements.

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 provided that:

(a) The Top Funds have a financial year ended December 31.

(b) Each Top Fund’s investment strategy is to primarily invest the Top Fund's investable assets in securities of one or more Underlying Funds whose investment objectives are compatible with the Top Fund's investment objectives.

(c) No less than 25% of the total assets of each Top Fund as at its financial year end of December 31 are invested in Underlying Funds that have financial year ends corresponding to each Top Fund and are subject to laws of their jurisdictions, or otherwise subject to contractual obligations, that require annual financial statements of the Underlying Funds to be delivered between 90 and 120 days of their financial year ends and interim financial statements to be delivered between 60 and 90 days of their most recent interim period.

(d) The offering memorandum provided to a Top Fund’s prospective investors, except Institutional Pooled Funds, after the date of this decision discloses that:

1. the Annual Financial Statements for the Top Fund will be filed and delivered on or before the 120th day after the Top Fund's most recently completed financial year; and

2. the Interim Financial Statements for the Top Fund will be filed and delivered on or before the 90th day after the Top Fund's most recently completed interim period.

(e) Each Top Fund notifies its securityholders that the Top Fund has received and intends to rely on relief from the filing and delivery requirements under section 2.2, section 2.4, paragraph 5.1(2)(a) and paragraph 5.1(2)(b) of NI 81-106.

(f) The Top Fund is not a reporting issuer in any jurisdiction of Canada, and the Filer has the necessary registrations to carry out its operations in each jurisdiction of Canada in which it operates.

(g) The conditions in section 2.11 of NI 81-106 will be met, except for subsection 2.11(b), and:

1. the Annual Financial Statements will be delivered to securityholders of the Top Fund in accordance with Part 5 of NI 81-106 on or before the 120th day after the Top Fund's most recently completed financial year; and

2. the Interim Financial Statements will be delivered to securityholders of the Top Fund in accordance with Part 5 of NI 81-106 on or before the 90th day after the Top Fund's most recently completed interim period.

(h) This decision terminates within one year of the coming into force of any amendment to NI 81-106 or other rule that modifies how the Annual Filing Deadline, Annual Delivery Requirement, Interim Filing Deadline or Interim Delivery Requirement applies in connection with mutual funds that are not reporting issuers under the Legislation.

"Darren McKall"

Darren McKall

AVP, Investment Management Division

Ontario Securities Commission

Application No. 2026/0002; SEDAR #6381410