[Federal Register Volume 75, Number 174 (Thursday, September 9, 2010)]
[Notices]
[Pages 54923-54924]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-22451]
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SECURITIES AND EXCHANGE COMMISSION
Proposed Collection; Comment Request
Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of Investor Education and Advocacy, Washington,
DC 20549-0213.
Extension:
Rule 237; SEC File No. 270-465; OMB Control No. 3235-0528.
Notice is hereby given that, pursuant to the Paperwork Reduction
Act of 1995 (44 U.S.C. 3501-3520), the Securities and Exchange
Commission (the ``Commission'') is soliciting comments on the
collection of information summarized below. The Commission plans to
submit this existing collection of information to the Office of
Management and Budget (``OMB'') for extension and approval.
In Canada, as in the United States, individuals can invest a
portion of their earnings in tax-deferred retirement savings accounts
(``Canadian retirement accounts''). These accounts, which operate in a
manner similar to individual retirement accounts in the United States,
encourage retirement
[[Page 54924]]
savings by permitting savings on a tax-deferred basis. Individuals who
establish Canadian retirement accounts while living and working in
Canada and who later move to the United States (``Canadian-U.S.
Participants'' or ``participants'') often continue to hold their
retirement assets in their Canadian retirement accounts rather than
prematurely withdrawing (or ``cashing out'') those assets, which would
result in immediate taxation in Canada.
Once in the United States, however, these participants historically
have been unable to manage their Canadian retirement account
investments. Most securities that are ``qualified investments'' for
Canadian retirement accounts are not registered under the U.S.
securities laws. Those securities, therefore, generally cannot be
publicly offered and sold in the United States without violating the
registration requirement of the Securities Act of 1933 (``Securities
Act'').\1\ As a result of this registration requirement, Canadian-U.S.
Participants previously were not able to purchase or exchange
securities for their Canadian retirement accounts as needed to meet
their changing investment goals or income needs.
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\1\ 15 U.S.C. 77. In addition, the offering and selling of
securities of investment companies (``funds'') that are not
registered pursuant to the Investment Company Act of 1940
(``Investment Company Act'') is generally prohibited by U.S.
securities laws. 15 U.S.C. 80a.
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The Commission issued a rulemaking in 2000 that enabled Canadian-
U.S. Participants to manage the assets in their Canadian retirement
accounts by providing relief from the U.S. registration requirements
for offers of securities of foreign issuers to Canadian-U.S.
Participants and sales to Canadian retirement accounts.\2\ Rule 237
under the Securities Act \3\ permits securities of foreign issuers,
including securities of foreign funds, to be offered to Canadian-U.S.
Participants and sold to their Canadian retirement accounts without
being registered under the Securities Act.
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\2\ See Offer and Sale of Securities to Canadian Tax-Deferred
Retirement Savings Accounts, Release Nos. 33-7860, 34-42905, IC-
24491 (June 7, 2000) [65 FR 37672 (June 15, 2000)]. This rulemaking
also included new rule 7d-2 under the Investment Company Act,
permitting foreign funds to offer securities to Canadian-U.S.
Participants and sell securities to Canadian retirement accounts
without registering as investment companies under the Investment
Company Act. 17 CFR 270.7d-2.
\3\ 17 CFR 230.237.
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Rule 237 requires written offering documents for securities offered
and sold in reliance on the rule to disclose prominently that the
securities are not registered with the Commission and are exempt from
registration under the U.S. securities laws. The burden under the rule
associated with adding this disclosure to written offering documents is
minimal and is non-recurring. The foreign issuer, underwriter, or
broker-dealer can redraft an existing prospectus or other written
offering material to add this disclosure statement, or may draft a
sticker or supplement containing this disclosure to be added to
existing offering materials. In either case, based on discussions with
representatives of the Canadian fund industry, the staff estimates that
it would take an average of 10 minutes per document to draft the
requisite disclosure statement.
The Commission understands that there are approximately 3811
Canadian issuers other than funds that may rely on rule 237 to make an
initial public offering of their securities to Canadian-U.S.
Participants.\4\ The staff estimates that in any given year
approximately 38 (or 1 percent) of those issuers are likely to rely on
rule 237 to make a public offering of their securities to participants,
and that each of those 38 issuers, on average, distributes 3 different
written offering documents concerning those securities, for a total of
114 offering documents.
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\4\ This estimate is based on the following calculation: 3700
equity issuers + 111 bond issuers = 3811 total issuers. See World
Federation of Exchanges, Number of Listed Issuers, available at
http://www.world-exchanges.org/statistics/annual/2009 (providing
numbers of equity and fixed-income issuers on Canada's Toronto Stock
Exchange in 2009).
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The staff therefore estimates that during each year that rule 237
is in effect, approximately 38 respondents \5\ would be required to
make 114 responses by adding the new disclosure statements to
approximately 114 written offering documents. Thus, the staff estimates
that the total annual burden associated with the rule 237 disclosure
requirement would be approximately 19 hours (114 offering documents x
10 minutes per document). The total annual cost of burden hours is
estimated to be $6004 (19 hours x $316 per hour of attorney time).\6\
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\5\ This estimate of respondents only includes foreign issuers.
The number of respondents would be greater if foreign underwriters
or broker-dealers draft stickers or supplements to add the required
disclosure to existing offering documents.
\6\ The Commission's estimate concerning the wage rate for
attorney time is based on salary information for the securities
industry compiled by the Securities Industry and Financial Markets
Association (``SIFMA''). The $316 per hour figure for an attorney is
from SIFMA's Management & Professional Earnings in the Securities
Industry 2009, modified by Commission staff to account for an 1800-
hour work-year and multiplied by 5.35 to account for bonuses, firm
size, employee benefits, and overhead.
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In addition, issuers from foreign countries other than Canada could
rely on rule 237 to offer securities to Canadian-U.S. Participants and
sell securities to their accounts without becoming subject to the
registration requirements of the Securities Act. However, the staff
believes that the number of issuers from other countries that rely on
rule 237, and that therefore are required to comply with the offering
document disclosure requirements, is negligible.
These burden hour estimates are based upon the Commission staff's
experience and discussions with the fund industry. The estimates of
average burden hours are made solely for the purposes of the Paperwork
Reduction Act. These estimates are not derived from a comprehensive or
even a representative survey or study of the costs of Commission rules.
An agency may not conduct or sponsor, and a person is not required
to respond to a collection of information unless it displays a
currently valid control number.
Written comments are invited on: (a) Whether the collection of
information is necessary for the proper performance of the functions of
the Commission, including whether the information has practical
utility; (b) the accuracy of the Commission's estimate of the burdens
of the collection of information; (c) ways to enhance the quality,
utility, and clarity of the information collected; and (d) ways to
minimize the burdens of the collection of information on respondents,
including through the use of automated collection techniques or other
forms of information technology. Consideration will be given to
comments and suggestions submitted in writing within 60 days of this
publication. Please direct your written comments to Charles Boucher,
Director/CIO, Securities and Exchange Commission, C/O Remi Pavlik-
Simon, 6432 General Green Way, Alexandria, VA 22312; or send an e-mail
to: [email protected].
Dated: September 1, 2010.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-22451 Filed 9-8-10; 8:45 am]
BILLING CODE 8010-01-P