Exemption Orders (Discretionary)
FIDELITY INVESTMENTS CANADA LIMITED
2001 BCSECCOM 1105
ORDER UNDER SECTION 48 OF THE SECURITIES ACT, R.S.B.C. 1996, c. 418
FIDELITY INVESTMENTS CANADA LIMITED
Background
[para 1]
Fidelity Investments Canada Limited applied for an exemption from the registration requirements of section 34(1)(a) of the Act for certain trades to be conducted by it in its capacity as a group plan administrator for the group retirement savings plans (the Plan) for employees of Textron Canada Limited (Textron);
Representations
[para 2]
Fidelity represents that:
1. It is incorporated under the laws of Ontario, has its head office in Toronto, Ontario and is registered as a mutual fund dealer in British Columbia, Alberta, Ontario and Québec;
2. Textron is incorporated under the laws of Canada, is not a reporting issuer in British Columbia and is a wholly owned subsidiary of Textron Inc. (Textron US);
3. Textron US is incorporated under the laws of the State of Delaware and is not a reporting issuer in British Columbia;
4. The common stock of Textron US (the Common Shares) are registered with the United States Securities and Exchange Commission and are listed and posted for trading on the New York Stock Exchange;
5. Fidelity administers the Plan, on behalf of Textron and for Textron’s employees, which Plan includes a group Registered Retirement Savings Plan (the RRSP), a Spousal Registered Retirement Savings Plan (the Spousal RRSP), an Employees Profit Sharing Plan (the EPSP) and a registered Employee Locked In Retirement Account (the Employee LIRA);
6. under the Plan, employees of Textron and its designated affiliates (the Participants), and the spouses of the Participants in the case of the Spousal RRSPs, will be able to invest in certain mutual funds and in Common Shares;
7. there are persons resident in British Columbia who are eligible to participate in the Plans;
8. participation in the Plan will be voluntary and no employees will be induced to participate by expectation of employment or continued employment;
9. Textron may match a portion of a Participant's purchases of Common Shares under the Plan;
10. Fidelity will conduct the following activities under the Plan:
(a) receive instructions from Participants, or spouses of Participants, to purchase or sell Common Shares;
(b) receive instructions from former Participants, or spouses of former Participants, to sell Common Shares;
(c) “cross” Common Shares by book entries on the accounts of Participants, or spouses of Participants, to be maintained by Fidelity (the Matching Transactions);
(d) where a Matching Transaction does not occur and the number of Common Shares in a purchase or sale transaction is less than 50, Fidelity may satisfy the purchase or sale either to or from a "float" account of Common Shares held in the name of Fidelity (the Float Transactions);
(f) keep records for the above transactions, including handling all payments, receipts, account entries and adjustments as a result of the trades;
11. with the exception of any Matching Transactions or Float Transactions conducted by Fidelity, all purchases and sales of Common Shares under the Plan will be made through the facilities of the NYSE or such other stock exchange where the Common Shares may be listed from time to time;
12. there is no exemption from the registration requirement in the Act for the trades to the spouses of Participants or the trades under Matching Transactions or Float Transactions;
Order
[para 3]
Because it is not prejudicial to the public interest the Executive Director orders, effective September 28, 2001, under section 48 of the Act, that any trades by Fidelity in Common Shares under the Plan are exempt from the registration requirements of section 34(1)(a) of the Act.
[para 4]
DATED November 19, 2001.
Derek E. Patterson
Manager