Headnote

Mutual Reliance Review System for Exemptive Relief Applications - relief from the registration requirements of the Act for “cross trades” of non-mutual fund securities of a company by a mutual fund dealer where the mutual fund dealer is retained as administrator of the company’s employee benefit savings plans.

Applicable British Columbia Provisions

Securities Act, R.S.B.C. 1996, c. 418, ss. 34(1)(a) and 48

IN THE MATTER OF THE SECURITIES LEGISLATION OF ALBERTA, BRITISH COLUMBIA AND SASKATCHEWAN

AND

IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF FIDELITY INVESTMENTS CANADA LIMITED

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatory authority or regulator (the “Decision Maker”) in each of Alberta, British Columbia and Saskatchewan (the “Jurisdictions”) has received an application from Fidelity Investments Canada Limited (“Fidelity”) for:

1.1 a decision under the securities legislation of the Jurisdictions (the “Legislation”) that certain trades to be conducted by Fidelity in its capacity as an employee plan administrator shall not be subject to the requirement under the Legislation to be registered to trade in a security (the “Registration Requirement”); and

1.2 a decision under the Legislation in Alberta that Fidelity shall not be subject to the requirement under the Legislation in Alberta that a registrant and its salespersons, partners, officers and directors make such inquiries of each client as are appropriate in view of the client’s investments and the type of transaction being effected for the client’s account in order to determine the general investment needs and objectives of the client and the suitability of a proposed purchase, sale or trade of a security or futures contract for the client (the “Suitability Requirements”) in connection with certain trades to be conducted by Fidelity in its capacity as an employee plan administrator;

2. AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the “System”) the Alberta Securities Commission is the principal regulator for this application;

3. AND WHEREAS Fidelity has represented to the Decision Makers that:

3.1 Fidelity is a corporation continued under the laws of Ontario;

3.2 the head office of Fidelity is in Toronto, Ontario;

3.3 Fidelity is registered in each of the Jurisdictions as a mutual fund dealer;

3.4 Anadarko Petroleum Corporation (“Anadarko”) is a corporation incorporated under the laws of Delaware;

3.5 the head office of Anadarko is in the United States of America;

3.6 the common stock of Anadarko (“Anadarko Shares”) is listed and posted for trading on the New York Stock Exchange (the “NYSE”);

3.7 Anadarko is not a reporting issuer in the Jurisdictions, but is subject to the reporting requirements under the Securities Exchange Act of 1934 in the United States of America;

3.8 Anadarko Canada Corporation (“Anadarko Canada”) is a corporation continued under the Business Corporations Act (Alberta);

3.9 the head office of Anadarko Canada is in Calgary, Alberta;

3.10 Anadarko Canada is an indirect wholly owned subsidiary of Anadarko;

3.11 Anadarko Canada has established an employees profit sharing plan (the “Plan”) for its employees and employees of certain of its affiliates (“Participants”);

3.12 there are Participants resident in each of the Jurisdictions;

3.13 participation in the Plan is voluntary and no Participant will be induced to participate by expectation of employment or continued employment;

3.14 under the Plan, Participants may invest in certain mutual funds and pooled funds through payroll deductions or lump sum investments;

3.15 Anadarko Canada may match portions of a Participant’s contributions to the Plan in certain cases;

3.16 Anadarko Canada proposes to permit Participants to invest in Anadarko Shares through the Plan;

3.17 Anadarko Canada has appointed Fidelity to act as administrator of the Plan;

3.18 Fidelity proposes to carry out the following activities involving Anadarko Shares under the Plan:

3.18.1 receive orders from Participants to purchase Anadarko Shares, including Anadarko Shares to be purchased through matching contributions from Anadarko Canada or upon the reinvestment of dividends paid on Anadarko Shares;

3.18.2 receive orders from Participants or former Participants to sell Anadarko Shares purchased through the Plan;

3.18.3 match purchases and sales of Anadarko Shares by Participants through book entries on the accounts of Participants to be maintained by Fidelity;

3.18.4 transmit orders to buy or sell Anadarko Shares to dealers registered to trade in securities under the laws applicable to the jurisdiction where those trades are to be carried out;

3.18.5 maintain books and records in respect of the foregoing, reflecting, among other things, all related payments, receipts, account entries and adjustments;

3.19 Anadarko Shares purchased under the Plan will be outstanding securities of Anadarko and will not be issued by Anadarko from treasury;

3.20 with the exception of matches referred to in paragraph 3.18.3, Fidelity anticipates that all purchases and sales of Anadarko Shares carried out under the Plan will be made through the NYSE or such other exchange or market where the Anadarko Shares may be listed or quoted for trading;

3.21 Anadarko Shares purchased by Participants under the Plan will be held by the Canadian Imperial Bank of Commerce as custodian or by another custodian selected by Fidelity;

3.22 former Participants will not be permitted to make further purchases of Anadarko Shares under the Plan, other than Anadarko Shares purchased upon the automatic reinvestment of dividends, but may continue to hold Anadarko Shares previously purchased under the Plan through Fidelity or direct Fidelity to sell such securities on their behalf;

3.23 no Participant or former Participant will be charged any fee or other expense in respect of any purchase or sale of Anadarko Shares under the Plan;

3.24 no exemption from the Registration Requirement exists to allow Fidelity to conduct the intended trades of Anadarko Shares on behalf of Participants or former Participants under the Plan;

3.25 Fidelity will comply with all requirements under the Legislation applicable to it as a registered mutual fund dealer with respect to any purchase, sale or holding of Anadarko Shares under the Plan, except the Suitability Requirements;

3.26 Fidelity will inform new Participants in the Plan that they will not be complying with the Suitability Requirements with respect to any purchase or sale of Anadarko Shares under the Plan and will require those Participants to acknowledge that they understand this fact;

3.27 Fidelity will provide current Participants in the Plan with written or electronic notice that they will not be complying with the Suitability Requirements with respect to any purchase or sale of Anadarko Shares under the Plan at least five days prior to conducting any purchase or sale of Anadarko Shares under the Plan;

4. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”);

5. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;

6. THE DECISION of the Decision Makers under the Legislation is that the Registration Requirement shall not apply to the intended trades by Fidelity in Anadarko Shares on behalf of Participants or former Participants under the Plan;

7. THE FURTHER DECISION of the Decision Maker in Alberta under the Legislation in Alberta is that the Suitability Requirements shall not apply to the intended trades by Fidelity in Anadarko Shares on behalf of Participants or former Participants under the Plan provided that Fidelity does not make any recommendation or give any investment advice with respect to the trade.

DATED this 28th day of September, 2001.

Glenda A Campbell, Vice-Chair John W. Cranston, Member