General Rules and Regulations
Securities Act of 1933
Rule 237 -- Exemption for Offers and Sales to Certain Canadian Tax-Deferred Retirement Savings Accounts
Definitions. As used in this section:
Canadian law means the federal laws
of Canada, the laws of any province or territory of Canada, and the rules
or regulations of any federal, provincial, or territorial regulatory authority,
or any self-regulatory authority, of Canada.
Canadian Retirement Account means
a trust or other arrangement, including, but not limited to, a "Registered
Retirement Savings Plan" or "Registered Retirement Income Fund" administered
under Canadian law, that is managed by the Participant and:
Operated to provide retirement benefits
to a Participant; and
Established in Canada, administered
under Canadian law, and qualified for tax-deferred treatment under
Eligible Security means a security
issued by a Qualified Company that:
Is offered to a Participant, or sold
to his or her Canadian Retirement Account, in reliance on this section;
May also be purchased by Canadians
other than Participants.
Foreign Government means the government
of any foreign country or of any political subdivision of a foreign country.
Foreign Issuer means any issuer that
is a Foreign Government, a national of any foreign country or a corporation
or other organization incorporated or organized under the laws of any
foreign country, except an issuer meeting the following conditions:
More than 50 percent of the outstanding
voting securities of the issuer are held of record either directly
or through voting trust certificates or depositary receipts by residents
of the United States; and
Any of the following:
The majority of the executive
officers or directors are United States citizens or residents;
More than 50 percent of the
assets of the issuer are located in the United States; or
The business of the issuer
is administered principally in the United States.
For purposes of this definition,
the term resident, as applied to security holders, means any
person whose address appears on the records of the issuer, the voting
trustee, or the depositary as being located in the United States.
Participant means a natural person
who is a resident of the United States, or is temporarily present in the
United States, and who contributes to, or is or will be entitled to receive
the income and assets from, a Canadian Retirement Account.
Qualified Company means a Foreign
Issuer whose securities are qualified for investment on a tax-deferred
basis by a Canadian Retirement Account under Canadian law.
United States means the United States
of America, its territories and possessions, any State of the United States,
and the District of Columbia.
Exemption. The offer to a Participant, or
the sale to his or her Canadian Retirement Account, of Eligible Securities
by any person is exempt from Section 5 of
the Act if the person:
Includes in any written offering materials
delivered to a Participant, or to his or her Canadian Retirement Account,
a prominent statement that the Eligible Security is not registered with
the U.S. Securities and Exchange Commission and the Eligible Security
is being offered or sold in the United States under an exemption from
Has not asserted that Canadian law, or the
jurisdiction of the courts of Canada, does not apply in a proceeding involving
an Eligible Security.
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