[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]


=======================================================================
-----------------------------------------------------------------------

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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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).
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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