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Bulletin #0478-P

Policy
OSC Staff Notice 33-735 - Sale of Exempt Securities to Non Accredited Investors

Contact: Aamir Mirza
BULLETIN #0478 – P
Senior Legal & Policy Counsel
May 17, 2011
Phone: 416-945-5128
E-mail: amirza@mfda.ca

MFDA Bulletin

Policy

For Distribution to Relevant Parties within your Firm

OSC Staff Notice 33-735 – Sale of Exempt Securities to Non Accredited
Investors

On May 13, 2011, the Ontario Securities Commission (“OSC”) published OSC Staff Notice 33-
735 – Sale of Exempt Securities to Non-Accredited Investors, in which OSC staff note their
concern that certain issuers and dealers are selling exempt securities in reliance on the accredited
investor exemption to individuals who do not meet the definition of Accredited Investor.

http://www.osc.gov.on.ca/documents/en/Securities-Category3/rule_20110513_33-735_non-
accredited-investors.pdf

The Notice sets out the views of OSC staff on the Accredited Investor definition and exemption
set out in National Instrument 45-106 Prospectus and Registration Exemptions, as well as their
expectations of issuers and dealers who sell exempt securities to Accredited Investors.

DM#254117