Fidelity Investments Canada ULC (Re), 2026 CanLII 45627

May 14, 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)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of each of the Existing Funds (as defined below) and such other mutual funds as are managed or may be managed by the Filer now or in the future that offer ETF Securities (as defined below) either alone or along with Mutual Fund Securities (as defined below) (collectively, the Future Funds and together with the Existing Funds, the Funds and each, a Fund) for a decision under the securities legislation of the jurisdiction (the Legislation) granting exemptive relief that:

(a) revokes and replaces the Previous Decision (the Revocation Relief);

(b) exempts the Filer and each Fund from the requirement to prepare and file a long form prospectus for the ETF Securities in the form prescribed by Form 41-101F2 Information Required in an Investment Fund Prospectus (the Form 41-101F2) provided that the Filer files (i) a prospectus for the ETF Securities in accordance with the provisions of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), other than the requirements pertaining to the filing of a fund facts document; and (ii) an ETF facts document in accordance with Part 3B of National Instrument 41-101 General Prospectus Requirements (NI 41-101) (the ETF Prospectus Form Relief);

(c) permits the Filer and each Fund that offers both ETF Securities and Mutual Fund Securities to treat the ETF Securities and the Mutual Fund Securities as if such securities were separate funds in connection with their compliance with the provisions (the Sales and Redemptions Requirements) of Parts 9, 10 and 14 of National Instrument 81-102 Investment Funds (NI 81-102) (the Sales and Redemptions Relief); and

(d) extends the lapse dates of the prospectuses for the Existing ETFs and Fall Launch Funds (as defined below) (the Lapse Date Extension),

(collectively, the Revocation Relief, the ETF Prospectus Form Relief, the Sales and Redemptions Relief and the Lapse Date Extension, 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 Jurisdictions).

Interpretation

Capitalized terms used herein have the meaning ascribed thereto below (or in National Instrument 14-101 Definitions, MI 11-102 and NI 81-102, as applicable) unless otherwise defined.

Affiliate Dealer means a registered dealer that is an affiliate of an Authorized Dealer or Designated Broker and that participates in the resale of Creation Units (as defined below) from time to time.

Authorized Dealer means a registered dealer that has entered, or intends to enter, into an agreement with the manager of a Fund authorizing the dealer to subscribe for, purchase and redeem Creation Units from one or more Funds on a continuous basis from time to time.

Basket of Securities means, in relation to the ETF Securities of a Fund, a group of some or all of the constituent securities of the Fund, a group of securities or assets representing the constituents of the Fund, or a group of securities selected by the portfolio manager or subadvisor, as applicable, from time to time.

Designated Broker means a registered dealer that has entered, or intends to enter, into an agreement with the Filer or an affiliate of the Filer on behalf of a Fund to perform certain duties in relation to the ETF Securities of the Fund, including the posting of a liquid two-way market for the trading of the Fund's ETF Securities on the TSX or another Marketplace.

ETF Facts means an ETF facts document prepared, filed and delivered in accordance with Part 3B of NI 41-101.

ETF Securities means securities of an exchange-traded Fund or of an exchange-traded series of a Fund that are listed or will be listed on the TSX, Cboe Canada Inc. or another Marketplace and that will be distributed pursuant to a simplified prospectus prepared in accordance with NI 81-101 and Form 81-101F1.

Existing ETFs means the ETFs managed by the Filer that are currently distributed pursuant to a long form prospectus prepared in accordance with Form 41-101F2.

Existing ETF Series Mutual Funds means the mutual funds managed by the Filer that are currently distributed pursuant to simplified prospectuses prepared in accordance with NI 81-101 and in respect of which ETF Securities are expected to be established and offered under a simplified prospectus to be filed by the Filer.

Existing Funds means the Existing ETFs together with the Existing ETF Series Mutual Funds.

Fall Launch Funds means Fidelity Global Small-Mid Cap Equity Fund and Fidelity Multi-Alt Equity Fund.

Form 81-101F1 means Form 81-101F1 Contents of Simplified Prospectus.

Form 81-101F3 means Form 81-101F3 Contents of Fund Facts Document.

Fund Facts means a prescribed summary disclosure document required pursuant to NI 81-101 in respect of one or more classes or series of Mutual Fund Securities being distributed under a prospectus.

Legislation means the securities legislation of each of the Jurisdictions, as applicable.

Marketplace means a "marketplace" as defined in National Instrument 21-101 Marketplace Operations that is located in Canada.

Mutual Fund Securities means securities of a non-exchange-traded series of a Fund that are or will be distributed pursuant to a simplified prospectus prepared in accordance with NI 81-101 and Form 81-101F1.

Prescribed Number of ETF Securities means, in relation to a Fund, the number of ETF Securities of the Fund determined by the Filer from time to time for the purpose of subscription orders, exchanges, redemptions or for other purposes.

Securityholders means beneficial or registered holders of ETF Securities or Mutual Fund Securities of a Fund, as applicable.

TSX means the Toronto Stock Exchange.

Representations

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

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 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.

3. The Filer, or an affiliate of the Filer, is or will be, the investment fund manager of each of the Funds.

4. The Filer is not in default of securities legislation in any of the Jurisdictions.

The Funds

5. Each Fund is, or will be, an open-ended mutual fund established as either a trust or a class of shares of a mutual fund corporation under the laws of a Jurisdiction. Each Fund is, or will be, a reporting issuer in the Jurisdictions in which its securities are distributed. Each Fund that relies on the Exemption Sought will offer ETF Securities either alone or along with Mutual Fund Securities.

6. Subject to any exemptions therefrom that have been, or may be, granted by the applicable securities regulatory authorities, each Fund is, or will be, subject to NI 81-102 and Securityholders will have the right to vote at a meeting of Securityholders in respect of matters prescribed by NI 81-102.

7. The Existing ETFs are distributed pursuant to a long form prospectus dated August 25, 2025 in the form prescribed by Form 41-101F2 (the Long Form Prospectus). Each of the Existing ETFs currently offers ETF Securities listed on Cboe Canada Inc. or the TSX, as applicable.

8. The Existing ETF Series Mutual Funds are distributed pursuant to a simplified prospectus dated November 10, 2025 (the Simplified Prospectus) and the Fall Launch Funds are distributed pursuant to a simplified prospectus dated September 26, 2025 (the Fall Launch Simplified Prospectus). Each Existing ETF Series Mutual Fund currently offers ETF Securities listed on Cboe Canada Inc. or the TSX, as applicable, as well as Mutual Fund Securities.

9. The Filer has applied, or will apply, to list any ETF Securities of each of the Funds that relies on the Exemption Sought on the TSX or Cboe Canada Inc. or another Marketplace as applicable. In the case of a Future Fund, the Filer will not file a final or amended simplified prospectus for any of the Funds in respect of the ETF Securities until the TSX, Cboe Canada Inc. or other applicable Marketplace has conditionally approved the listing of the ETF Securities.

10. Mutual Fund Securities may be subscribed for or purchased directly from a Fund through appropriately registered dealers.

11. ETF Securities will be distributed on a continuous basis in one or more of the Jurisdictions under a simplified prospectus. ETF Securities may generally only be subscribed for or purchased directly from the Funds (Creation Units) by Authorized Dealers or Designated Brokers. Generally, subscriptions or purchases may only be placed for a Prescribed Number of ETF Securities (or a multiple thereof) on any day when there is a trading session on the TSX or other Marketplace. Authorized Dealers or Designated Brokers subscribe for Creation Units for the purpose of facilitating investor purchases of ETF Securities on the TSX or another Marketplace.

12. In addition to subscribing for and reselling their Creation Units, Authorized Dealers, Designated Brokers and Affiliate Dealers will also generally be engaged in purchasing and selling ETF Securities of the same class or series as the Creation Units in the secondary market.

13. Except for Authorized Dealer and Designated Broker subscriptions for Creation Units, as described above, ETF Securities generally will not be able to be purchased directly from a Fund. Investors are generally expected to purchase and sell ETF Securities, directly or indirectly, through dealers executing trades through the facilities of the TSX or another Marketplace. ETF Securities may also be issued directly to Securityholders upon a reinvestment of distributions of income or capital gains.

14. Securityholders that are not Designated Brokers or Authorized Dealers that wish to dispose of their ETF Securities may generally do so by selling their ETF Securities on the TSX or other Marketplace, through a registered dealer, subject only to customary brokerage commissions. A Securityholder that holds a Prescribed Number of ETF Securities or multiple thereof may exchange such ETF Securities for Baskets of Securities and/or cash, securities other than Baskets of Securities and/or cash, or cash only, in the discretion of the Filer. Securityholders may also redeem ETF Securities for cash at a redemption price equal to 95% of the net asset value of the ETF Securities on the date of redemption.

The Previous Decision

15. In the Previous Decision, the Existing ETF Series Mutual Funds and such other mutual funds as are managed or may be managed by the Filer now or in the future that offer ETF Securities and Mutual Fund Securities were granted relief similar to the ETF Prospectus Form Relief and the Sales and Redemptions Relief in order to allow ETF Securities of such funds to be offered under a simplified prospectus in the form prescribed by Form 81-101F1.

16. The Previous Decision applies to funds that offer both ETF Securities and Mutual Fund Securities while the Exemption Sought would apply to funds that offer ETF Securities either alone or along with Mutual Fund Securities. Accordingly, the Filer wishes to revoke and replace the Previous Decision to allow the Filer to offer Funds that offer ETF Securities alone (i.e. without Mutual Fund Securities) under the same prospectus as Funds that offer Mutual Fund Securities either alone or Mutual Fund Securities along with ETF Securities.

The ETF Prospectus Form Relief

17. The Filer believes it is more efficient and expedient to include all series of Mutual Fund Securities and ETF Securities in one prospectus form instead of two different prospectus forms and that this presentation will assist in providing full, true and plain disclosure of all material facts relating to the securities of the Funds by permitting disclosure relating to all series of securities to be included in one prospectus.

18. The Filer will file ETF Facts in the form prescribed by Form 41-101F4 Information Required in an ETF Facts Document (Form 41-101F4) in respect of each series of ETF Securities and will file Fund Facts in the form prescribed by Form 81-101F3 in respect of each series of Mutual Fund Securities.

19. The Filer will ensure that any additional disclosure included in the simplified prospectus of the Funds relating to the ETF Securities will not interfere with an investor's ability to differentiate between the Mutual Fund Securities and the ETF Securities and their respective attributes.

20. The Funds will comply with the provisions of NI 81-101 when filing any prospectus or amendment thereto.

21. The Funds will comply with Part 3B of NI 41-101 when preparing, filing and delivering ETF Facts for the ETF Securities of the Funds.

Sales and Redemptions Relief

22. Parts 9, 10 and 14 of NI 81-102 do not contemplate both Mutual Fund Securities and ETF Securities being offered in a single fund structure. Accordingly, without the Sales and Redemptions Relief, the Filer and each Fund that offers both ETF Securities and Mutual Fund Securities would not be able to technically comply with those parts of NI 81-102.

23. The Sales and Redemptions Relief will permit the Filer and each Fund that offers both ETF Securities and Mutual Fund Securities to treat the ETF Securities and the Mutual Fund Securities as if such securities were separate funds in connection with their compliance with Parts 9, 10 and 14 of NI 81-102. The Exemption Sought will enable each of the ETF Securities and Mutual Fund Securities to comply with Parts 9, 10 and 14 of NI 81-102, as appropriate, for the type of security being offered.

Lapse Date Extension

24. The lapse date for the Long Form Prospectus under the Legislation is August 25, 2027 (the Long Form Prospectus Lapse Date). Under the Legislation, the distribution of securities of the Existing ETFs may be continued under the Long Form Prospectus until this date if the Existing ETFs file renewal ETF Facts no earlier than 13 months and no later than 11 months prior to the Long Form Prospectus Lapse Date.

25. The lapse date for the Fall Launch Simplified Prospectus is September 25, 2027 (the Fall Launch Simplified Prospectus Lapse Date). Under the Legislation, the distribution of securities of the Fall Launch Funds may be continued under the Fall Launch Simplified Prospectus until this date if the Fall Launch Funds file renewal Fund Facts no earlier than 13 months and no later than 11 months prior to the Fall Launch Simplified Prospectus Lapse Date.

26. The Filer wishes to combine the Long Form Prospectus and the Fall Launch Simplified Prospectus with the Simplified Prospectus in order to reduce the renewal and related costs of the Funds and move the renewal timeframe of the Existing ETFs and Fall Launch Funds to a more administratively beneficial date. The Existing ETFs and Fall Launch Funds share many common operational and administrative features with the other Funds and combining the prospectuses will enable the Filer to streamline operations and disclosure across its fund platform and will allow investors to compare the features of the Funds more easily.

27. To facilitate the combination of the Existing ETFs and the Fall Launch Funds with the other Funds into a single offering document with the same lapse date as the Simplified Prospectus, the Filer requests to:

(i) extend the Long Form Prospectus Lapse Date of the Existing ETFs by 77 days; and

(ii) extend the Fall Launch Simplified Prospectus Lapse Date of the Fall Launch Mutual Funds by 46 days,

until November 10, 2027 to align with the renewal filings of the Fund Facts, ETF Facts and Simplified Prospectus of the other Funds.

28. If the Exemption Sought is granted, the Filer intends to file a combined pro forma simplified prospectus, Fund Facts and ETF Facts for the Existing ETFs, the Fall Launch Funds and other Funds within the time limits that would apply for the lapse date of the Simplified Prospectus.

29. If the Exemption Sought is not granted, the Filer would be required to file Fund Facts and ETF Facts for the Existing ETFs and Fall Launch Funds, as applicable, twice within a short period of time in order to consolidate the Long Form Prospectus and the Fall Launch Simplified Prospectus with the Simplified Prospectus.

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:

1. in respect of the ETF Prospectus Form Relief, the Filer complies with the following conditions:

(a) the Filer files a simplified prospectus in respect of the ETF Securities in accordance with the requirements of NI 81-101 and Form 81-101F1, other than the requirements pertaining to the filing of a fund facts document;

(b) the Filer includes disclosure required pursuant to Form 41-101F2 (that is not contemplated by Form 81-101F1) in respect of the ETF Securities in each Fund's simplified prospectus; and

(c) the Filer includes disclosure regarding this decision under the heading "Additional Information" in each Fund's simplified prospectus; and

2. in respect of the Sales and Redemptions Relief, the Filer and each Fund comply with the following conditions:

(a) with respect to its Mutual Fund Securities, each Fund complies with the provisions of Parts 9, 10 and 14 of NI 81-102 that apply to mutual funds that are not exchange-traded mutual funds; and

(b) with respect to its ETF Securities, each Fund complies with the provisions of Parts 9 and 10 of NI 81-102 that apply to exchange-traded mutual funds.

“Darren McKall”

Darren McKall, Associate Vice President

Investment Management Division

Ontario Securities Commission

Application # App2026-236

SEDAR+ Filing # 06439780