[Federal Register Volume 87, Number 146 (Monday, August 1, 2022)]
[Notices]
[Pages 47019-47020]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-16355]



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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-465, OMB Control No. 3235-0528]


Proposed Collection; Comment Request; Extension: Rule 237

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 
20549-2736

    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 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 2,553 
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 25 (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 25 issuers, on average, distributes 3 different 
written offering documents concerning those securities, for a total of 
75 offering documents.
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    \4\ This estimate is based on the following calculation: 3,461 
total issuers - (82 closed-end funds + 826 exchange-traded products) 
= 2,553 total equity and bond issuers. See The MiG Report, Toronto 
Stock Exchange and TSX Venture Exchange (January 2022) (providing 
number of issuers on the Toronto Exchange). This calculation 
excludes Canadian funds to avoid double-counting disclosure burdens 
under rule 237 and rule 7d-2.
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    The staff therefore estimates that during each year that rule 237 
is in effect, approximately 25 respondents \5\ would be required to 
make 75 responses by adding the new disclosure statements to 
approximately 75 written offering documents. Thus, the staff estimates 
that the total annual burden associated with the rule 237 disclosure 
requirement would be approximately 13 hours (75 offering documents x 10 
minutes per document). The total annual cost of internal burden hours 
is estimated to be $5,915 (13 hours x $455 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 $455 per hour figure for an attorney is 
from SIFMA's Management & Professional Earnings in the Securities 
Industry 2013, modified by Commission staff to account for an 1,800-
hour work-year and multiplied by 5.35 to account for bonuses, firm 
size, employee benefits, overhead, and adjusted to account for the 
effects of inflation.
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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.
    Written comments are invited on: (a) whether the proposed 
collection of information is necessary for the proper performance of 
the functions of the Commission, including whether the information 
shall have practical utility; (b) the accuracy of the Commission's 
estimate of the burden of the collection of information; (c) ways to 
enhance the quality, utility, and clarity of the information collected; 
and (d) ways to minimize the burden 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 by September 30, 2022.
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information

[[Page 47020]]

under the PRA unless it displays a currently valid OMB control number.
    Please direct your written comments to: David Bottom, Acting 
Director/Chief Information Officer, Securities and Exchange Commission, 
c/o John Pezzullo, 100 F Street NE, Washington, DC 20549 or send an 
email to: [email protected].

    Dated: July 26, 2022.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-16355 Filed 7-29-22; 8:45 am]
BILLING CODE 8011-01-P


