Exemption Orders (Discretionary)
FIDELITY INVESTMENTS CANADA LIMITED
2001 BCSECCOM 231
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 a decision pursuant to the securities legislation of the Jurisdictions (the “Legislation”) that certain trades to be conducted by Fidelity in its capacity as a group plan administrator are not subject to the registration requirements in the Legislation;
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 registered in the Jurisdictions as a mutual fund dealer;
3.2 Murphy Oil Company Ltd. (“Murphy Canada”) is a corporation incorporated under the laws of Canada;
3.3 Murphy Oil Corporation (“Murphy U.S.”) is a corporation incorporated under the laws of the State of Delaware. Murphy Canada is a wholly owned subsidiary of Murphy U.S.;
3.4 Fidelity administers on behalf of Murphy Canada the Savings Plan for Employees of Murphy Oil Company Ltd. which includes a Group Registered Retirement Savings Plan (“RRSP”), a Spousal Registered Retirement Saving Plan (“Spousal RRSP”) an Employee Profit Sharing Plan (“EPSP”) and a Defined Contribution Pension Plan;
3.5 under the RRSP, Spousal RRSP and EPSP (the “Plans”), employees of Murphy Canada and its designated subsidiaries from time to time, and the spouses of such employees in the case of the Spousal RRSP, will be able to invest in certain mutual funds and in Common Stock of Murphy U.S. (“Common Stock”);
3.6 there are persons resident in each of the Jurisdictions who are eligible to participate in the Plans;
3.7 participation in the Plans will be voluntary and no employees will be induced to participate by expectation of employment or continued employment;
3.8 Murphy Canada is not a reporting issuer in any of the Jurisdictions. The Common Stock is registered with the Securities and Exchange Commission in the United States of America under the Securities Exchange Act, 1934 and Murphy U.S. is not exempt from the reporting requirements of that Act. Murphy U.S. is a reporting issuer in Ontario;
3.9 the Common Stock is listed and posted for trading on the New York Stock Exchange (“NYSE”) and The Toronto Stock Exchange (“TSE”);
3.10 Fidelity will conduct the following activities under the Plans:
3.10.1 receive instructions from participants to purchase or sell Common Stock;
3.10.2 “cross” Common Stock by book entries on the accounts of participants to be maintained by Fidelity;
3.10.3 to the extent purchases and sales of Common Stock cannot be processed through “crosses”, transmit orders to purchase or sell Common Stock to dealers registered to trade in securities under the laws applicable to the jurisdiction where those purchases and sales are to be made; and
3.10.4 keep records in respect of the foregoing transactions, including handling all payments, receipts, account entries and adjustments as a result of the trades;
3.11 with the exception of “crosses” conducted by Fidelity, all purchases and sales of Common Stock under the Plans will be made through the facilities of the NYSE or TSE or such other stock exchange where those shares may be listed from time to time;
3.12 Common Stock purchased for the Plans will vest immediately;
3.13 some of the trades described above are not exempt from the registration requirements of the Legislation in all of the Jurisdictions;
4. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”);
5. AND WHEREAS the Decision Makers are 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 pursuant to the Legislation is that trades by Fidelity in Common Stock pursuant to the Plans are exempt from the registration requirements of the Legislation.
DATED this 19th day of February, 2001.
Glenda A. Campbell, Vice-Chair John W. Cranston, Member