Fidelity Investments Canada ULC

Under paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations a registered firm must not permit an individual to act as a dealing, advising or associate advising representative of the registered firm if the individual is registered as a dealing, advising or associate advising representative of another registered firm. The three Filers are affiliated entities and as a result of the ability to register individuals with affiliated entities prior to July 11, 2011, the Filers structured their business so that the same team advises or sub-advises funds with similar mandates managed by each Filer. The Filers have policies in place to handle potential conflicts of interest. The Filers are exempted from the prohibition for all current and future representatives.

Applicable Legislative Provisions

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 4.1, 15.1.

December 4, 2012

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

FIDELITY INVESTMENTS CANADA ULC

(FIC)

AND

PYRAMIS GLOBAL ADVISORS, LLC

(PGA LLC)

AND

PYRAMIS GLOBAL ADVISORS (CANADA) ULC

(PGA CANADA)

(FIC, PGA LLC and PGA Canada

collectively, the Filers)

DECISION

Background

The regulator in the Jurisdiction (the "Decision Maker") has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") for relief from the requirement under section 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103") (the "Multiple Registration Restriction") to permit advising representatives and associate advising representatives of a Filer and any future advising representatives and future associate advising representatives employed by that Filer (the "Representatives") to be registered as an advising representative or associate advising representative (as the case may be) for the other Filers (the "Requested Relief").

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning in this decision unless otherwise defined.

Representations

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

1. FIC is registered under the Legislation as a mutual fund dealer, portfolio manager and investment fund manager and under the Commodity Futures Act (Ontario) ("CFA") as a commodity trading manager; and under the securities legislation of each other province and territory in Canada as a portfolio manager and mutual fund dealer. The head office of FIC is in Toronto, Ontario.

2. PGA LLC is registered under the Legislation as a portfolio manager and under the CFA as a commodity trading manager. PGA LLC is also registered as an investment adviser with the U.S. Securities and Exchange Commission. The head office of PGA LLC is in Smithfield, Rhode Island.

3. PGA Canada is registered under the Legislation as a portfolio manager and under the CFA as a commodity trading manager; and under the securities legislation of Quebec as a portfolio manager. The head office of PGA Canada is in Toronto, Ontario.

4. The Filers are not, to the best of their knowledge, in default of any requirement of securities legislation in the Jurisdiction.

5. The Filers are majority-owned subsidiaries (indirect) of the same ultimate parent company, FMR LLC, and, therefore, are affiliates for purposes of the Legislation.

6. FIC acts as investment fund manager for a wide variety of mutual fund and pooled funds under the Fidelity name (collectively, the "Fidelity Funds"). Each of the Filers acts as portfolio manager or as sub-adviser for a number of the Fidelity Funds in addition to providing discretionary portfolio management services for other institutional clients such as pension plans and endowments (together with the Fidelity Funds, the Clients).

7. Each of the current Representatives is currently registered in Ontario under the Legislation as an advising representative of either FIC, PGA LLC or PGA Canada. Each of the future Representatives will be registered in Ontario with a Filer as an advising representative or as an associate advising representative under the Legislation.

8. The Representatives provide portfolio management services for Clients of the Filer with whom that Representative is currently registered with. It is now proposed that the Representatives provide portfolio management services in respect of Clients of the other Filers in the Representative's capacity as an advising representative (or associate advising representative) of the other Filers.

9. The multiple registration of the Representatives will not create significant additional work for the Representatives and the Representatives will continue to have sufficient time to adequately serve each of the Filers. This is because the Filers take an integrated approach to the management of the Fidelity Funds to ensure the consistency of mandates and compliance oversight. All three Filers may advise the same Fidelity Fund as required by each of its specific mandate and based on its area of expertise and it is therefore more efficient to allocate expertise among the Filers.

10. As of the date hereof, there are three advising representatives that are currently registered with each of the Filers. The business of the Filers has been structured around this model to maximize efficiency and consistency across the mandates of the Fidelity Funds, while maintaining adequate control over potential conflicts of interests.

11. The Representatives will be subject to supervision by, and the applicable compliance requirements of, each Filer with whom that Representative is registered with. Existing compliance and supervisory structures will apply depending on which Filer the Client assets are held with.

12. The Filers are subject to Part 13 of NI 31-103 concerning conflicts of interest.

13. The Filers have in place policies and procedures to address any potential conflicts of interest that may arise in their business, and believe that they will be able to appropriately deal with these conflicts. Because FIC, PGA LLC and PGA Canada have, in general, the same Canadian client base (but with different roles) there is no conflicting relationship to be managed.

14. The relationship between the Filers is disclosed in the Filers' relationship disclosure document.

15. In the absence of the Requested Relief, each Filer would be prohibited under the Multiple Registration Restriction from permitting their Representatives from acting as an advising representative (or associate advising representative) for another Filer even though the Filers are affiliates.

Decision

The Decision Maker is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Maker under the Legislation is that the Requested Relief is granted.