Form T-6.ss.2012

SUPPORTING STATEMENT FOR FORM T-6
A.

Justification
1.

Circumstances Making the Collection of Information Necessary

Under the Trust Indenture Act of 1939 (“Act”) a foreign corporation or other person
proposing to serve as trustee under a qualified indenture must state its eligibility and qualification
to serve as trustee on Form T-6 that is filed with the Securities and Exchange Commission
(“Commission”).
As required by Section 310(a)(1) of the Act, the foreign trustee must provide evidence that
it is authorized to exercise corporate trust powers, it is subject to supervision or examination by
authority of the foreign government or a political subdivision thereof substantially equivalent to
supervision or examination applicable to U.S. institutional trustees, and U.S. institutional investors
are eligible to act as sole trustees under indentures in the foreign jurisdiction. In addition, the form
requires the foreign trustee to file a report of condition and a written consent to service of process.
Additional information required by the form regards possible conflicts of interest, which
would disqualify the trustee from serving. This information relates to affiliations with the issuer or
its underwriters, the amount of voting securities of the trustee, any outstanding trusteeships under
other indentures of the same issuer, interlocking directorates and similar relationships with the
issuer or its underwriters, voting securities of the trustee owned by the issuer or its officials, voting
securities of the trustee owned by underwriters of the issuer, securities of the issuer owned or held
by the trustee, securities of the underwriters owned or held by the trustee, ownership or holdings by
the trustee of voting securities of affiliates of the issuer, and ownership or holdings by the trustee of
any securities of a person owning 50% or more of the voting securities of the issuer.
2.

Purpose and Use of the Information Collection

The information in the Form T-6 provides a basis for deciding that a foreign trustee is
qualified. If the information contained in the Form T-6 were collected, the basis for that decision
would be unavailable.
3.

Consideration Given to Information Technology

Form T-6 must be filed electronically using the Commission’s Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system.
4.

Duplication of Information

Form T-6 contains information regarding an applicant’s current relationships with a
particular issuer and other specific entities. This information is not duplicated.

2

5.

Reducing the Burden on Small Entities

Not applicable.
6.

Consequences of Not Conducting Collection

Form T-6 is filed only once and discloses information essential to determine the
eligibility of foreign trustees under Section 310(a)(1) of the Act. Failure to collect this
information would eliminate a basis for qualification of the indenture.
7.

Special Circumstances

Not applicable.
8.

Consultations with Persons Outside the Agency

Form T-6 was proposed for public comment. No comments were received during the 60-day
comment period prior to OMB’s review of this submission.
9.

Payment or Gift to Respondents

Not applicable.
10.

Confidentiality

All documents filed with the Commission are public documents.
11.

Sensitive Questions

Not applicable.
12.

Estimate of Respondent Reporting Burden

Form T-6 takes approximately 17 burden hours to prepare and is filed by approximately 15
respondents. We estimate that 25% of the 17 burden hours (4.25 reporting burden hours) is prepared
by the filer for annual reporting burden of 64 hours (4.25 per response x 15 responses). The
estimated burden hours are made solely for the purposes of the Paperwork Reduction Act. They are
not derived from a comprehensive or even a representative survey or study of the cost of
Commission rules and forms.

3

13.

Estimate of Total Annualized Cost Burden

We estimate that 75% of the approximately 17 reporting burden (13 outside burden
hours) is prepared by the filer’s outside counsel. We estimate that it will cost $400 per hour
($400 x 12.75 hours x 15 responses) for a total cost of $76,500. The estimated cost burden is
made solely for the purposes of the Paperwork Reduction Act. It is not derived from a
comprehensive or even a representative survey or study of the cost of Commission rules and
forms.
14.

Costs to Federal Government

The estimated cost to the government to administer Form T-6 is approximately $3,500 a
year. This estimate is solely for the purpose of the Paperwork Reduction Act and is not derived
from a comprehensive or even a representative survey or study of the cost of Commission rules
and forms.
15.

Reason for Change in Burden

The increase in cost burden was due to an adjustment. The cost increased by $19,500 due to
a change in how the Commission calculates such burden.
16.

Information Collection Planned for Statistical Purposes

Not applicable.
17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of this form
for design and scheduling reasons. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

Not applicable.

B.

Statistical Methods
Not applicable.