Rule 7d-2, Definition of "public offering" as used in section 7(d) of the Act with respect to certain Canadian tax-deferred retirement savings accounts

Forms and Documents

Document Name	Status
20250801_3235-0527_2025-14552_90 FR 36232_30-Day Submission Notice.pdf.pdf Supplementary Document	2025-08-01
2025 05 28_90 FR 22545_3235-0527_60-Day Collection Notice.pdf Supplementary Document	2025-05-28
Supporting Statement_Rule 7d-2 (2025).pdf Supporting Statement A	2025-05-14

IC Document Collections

IC ID	Document Title	Status
35323	Canadian Securities Disclosure	Modified

ICR Details

OMB Control No: 3235-0527	ICR Reference No: 202505-3235-009
Status: Received in OIRA	Previous ICR Reference No: 202207-3235-010
Agency/Subagency: SEC	Agency Tracking No: IM
Title: Rule 7d-2, Definition of "public offering" as used in section 7(d) of the Act with respect to certain Canadian tax-deferred retirement savings accounts
Type of Information Collection: Extension without change of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular	Date Submitted to OIRA: 08/01/2025

	Requested	Previously Approved
Expiration Date	36 Months From Approved	11/30/2025
Responses	582	648
Time Burden (Hours)	97	108
Cost Burden (Dollars)	0	0

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Abstract: Rule 7d-2 (17 CFR 270.7d-2) provides an exemption from the "public offering" definition under section 7(d) of the Investment Company Act of 1940 (15 U.S.C. 80a-7(d)) for certain securities offered to U.S. residents who participate in Canadian tax-deferred retirement savings accounts (such as Registered Retirement Savings Plans or Registered Retirement Income Funds). To qualify for this exemption, foreign investment companies (called "Qualified Companies") must include in any written offering materials delivered to participants or their Canadian retirement accounts a prominent disclosure statement that the securities and the investment company are not registered with the U.S. Securities and Exchange Commission (SEC) and are relying on exemptions from registration. This collection involves a third-party disclosure requirement, with the disclosure provided directly to participants (U.S. investors) and their Canadian retirement accounts as the primary recipients of the information.

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Authorizing Statute(s): US Code: 15 USC 80a Name of Law: Investment Company Act of 1940
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
	Not associated with rulemaking

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Federal Register Notices & Comments
60-day Notice:	Federal Register Citation:	Citation Date:
	90 FR 22545	05/28/2025
30-day Notice:	Federal Register Citation:	Citation Date:
	90 FR 36232	08/01/2025
Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Canadian Securities Disclosure

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ICR Summary of Burden

	Total Request	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	582	648	0	-66	0	0
Annual Time Burden (Hours)	97	108	0	-11	0	0
Annual Cost Burden (Dollars)	0	0	0	0	0	0

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: Yes

Burden Reduction Due to: Miscellaneous Actions

Short Statement: The burden hours for rule 7d-2 decreased from 108 hours to 97 hours based on a decrease in the estimated number of funds that may rely on the rule while the annual cost burden has increased from $49,140 to $49,567 due to higher wage rates.

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Annual Cost to Federal Government: $0

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     No

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

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Common Form ICR:  No

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On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 08/01/2025

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