Supporting Statement

Supporting Statement.pdf

Form S-6 [17 CFR 239.19], for registration under the Securities Act of 1933 of Unit Investment Trusts registered on Form N-8B-2

OMB: 3235-0184

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SUP P O RT ING ST AT EMENT
For the Paperwork Reduction Act Information Collection Submission for
Form S-6
A. JUST IFICATION
1. Necessity for the Information Collection
Form S-6 1 is a form used for registration under the Securities Act of 1933
(“Securities Act”) 2 of securities of any unit investment trust (“UIT”) registered under
the Investment Company Act of 1940 (“Investment Company Act”) 3 on Form
N-8B-2. 4 Section 5 of the Securities Act requires the filing of a registration statement
prior to the offer of securities to the public and that the statement be effective before
any securities are sold. 5 Section 5(b) of the Securities Act requires that investors be
provided with a prospectus containing the information required in a registration
statement prior to the sale or at the time of confirmation or delivery of the securities.
Section 10(a)(3) of the Securities Act provides that when a prospectus is used
more than nine months after the effective date of the registration statement, the
information therein shall be as of a date not more than sixteen months prior to such
use. 6 As a result, most UITs update their registration statements under the Securities
Act on an annual basis in order that their sponsors may continue to maintain a
secondary market in the units. UITs that are registered under the Investment
Company Act on Form N-8B-2 file post-effective amendments to their registration
statements on Form S-6 in order to update their prospectuses.
On March 20, 2019, the Commission issued a release adopting rules that will
modernize and simplify certain disclosure requirements in Regulation S-K, and
related rules and forms. 7 In particular, the Commission adopted amendments to
Regulation S-T that will require investment companies filing on Form S-6 to submit

17 CFR 239.16.

15 U.S.C. 77a et seq.

15 U.S.C. 80a-1 et seq.

17 CFR 274.12. Form N-8B-2 is the form used by UITs other than separate accounts that
are currently issuing securities, including UITs that are issuers of periodic payment plan
certificates and UITs of which a management investment company is the sponsor or
depositor to register under the Investment Company Act pursuant to Section 8 thereof.

15 U.S.C. 77e.

15 U.S.C. 77j(a)(3).

FAST Act Modernization and Simplification of Regulation S-K, Securities Act Release
No. 10618 (Mar. 20, 2019).

the document in HTML format and to include a hyperlink to each exhibit identified
in the exhibit index of the document.
2. Purpose and Use of the Information Collection
The purpose of Form S-6 is to meet the filing and disclosure requirements of the
Securities Act and to enable filers to provide investors with information necessary to
evaluate an investment in the security. This information collection differs
significantly from many other federal information collections, which are primarily
for the use and benefit of the collecting agency. The information required to be filed
with the Commission permits verification of compliance with securities law
requirements and assures the public availability and dissemination of the
information. The amendments will facilitate access to exhibits by investors and other
users of the information.
3. Consideration Given to Information Technology
The Commission’s Electronic Data Gathering, Analysis and Retrieval system (or
“EDGAR”) provides for automated filing, processing, and dissemination of full
disclosure filings. This automation has increased the speed, accuracy, and
availability of information, generating benefits to investors and financial markets.
Form S-6 is required to be filed with the Commission electronically on EDGAR. 8
Prospectuses may be sent to investors by electronic means so long as certain
requirements are met. 9
4. Duplication
The Commission periodically evaluates rule-based reporting and recordkeeping
requirements for duplication and reevaluates them whenever it proposes a rule or a
change in a rule. Form S-6 requires a prospectus that includes much of the
information requested in Form N-8B-2. Form N-8B-2, however, is filed only once to
register the UIT under the Investment Company Act. 10

See rule 101(a)(1)(i) of Regulation S-T [17 CFR 232.101(a)(1)(i)].

See Investment Company Act Release No. 21399 (Oct. 6, 1995) [60 FR 53458 (Oct. 13,
1995)].

To eliminate the duplicative information presented in the registration forms used by
UITs, the Commission has proposed and reproposed, but has not yet adopted, Form
N-7, an integrated disclosure form under the Securities Act and the Investment
Company Act. See Investment Company Act Release No. 14513 (May 14, 1985)
[50 FR 21282 (May 23, 1985)]; Investment Company Act Release No. 15612 (Mar. 9,
1987) [52 FR 8268 (March 17, 1987)].

5. Effect on Small Entities
The Commission reviews all rules periodically, as required by the Regulatory
Flexibility Act, 11 to identify methods to minimize recordkeeping or reporting
requirements affecting small businesses. The current disclosure requirements for
registration statements on Form S-6 do not distinguish between small entities and
other investment companies. The burden on smaller investment companies of
preparing and filing registration statements may be proportionately greater than for
larger investment companies. This burden includes the cost of producing, printing,
filing, and disseminating prospectuses. The Commission believes, however, that
imposing different requirements on smaller investment companies would not be
consistent with investor protection and the purposes of the registration statements.
6. Consequences of Not Conducting Collection
The purpose of Form S-6 is to meet the filing and disclosure requirements of the
Securities Act and to enable filers to provide investors with information necessary to
evaluate an investment in the security. Less frequent filing would be inconsistent
with the filing and disclosure requirements of the Securities Act. In addition, if the
form were to be filed less frequently, investors may not be provided with the
information necessary to evaluate an investment in the security.
7. Inconsistencies with Guidelines in 5 CFR 1320.5(d)(2)
This collection is not inconsistent with 5 CFR 1320.5(d)(2).
8. Consultations Outside the Agency
Before adopting the amendments affecting Form S-6, the Commission solicited
and evaluated public comments on the proposal and its collection of information
requirements. The Commission received no comments in response to its request.
Moreover, the Commission and the staff of the Division of Investment Management
participate in an ongoing dialogue with representatives of the investment company
industry through public conferences, meetings, and informal exchanges. These

Duplication has been lessened for insurance company separate accounts organized as
UITs that offer variable annuity or variable life insurance contracts, because each such
entity registers offerings of securities under the Securities Act and registers as an
investment company under the Investment Company Act using a single form, Form N-4
(for insurance company separate accounts organized as UITs that offer variable annuity
contracts) or Form N-6 (for insurance company separate accounts organized as UITs
that offer variable life insurance contracts).
11

5 U.S.C. 601 et seq.

various forums provide the Commission and staff with a means of ascertaining and
acting upon paperwork burdens confronting the industry.
9. Payment or Gift
No payment or gift to respondents was provided.
10. Confidentiality
No assurance of confidentiality was provided.
11. Sensitive Questions
No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection collects
basic Personally Identifiable Information (PII) that may include name, job title, and
work address. However, the agency has determined that the information collection
does not constitute a system of record for purposes of the Privacy Act. Information is
not retrieved by a personal identifier. In accordance with Section 208 of the
E-Government Act of 2002, the agency has conducted a Privacy Impact Assessment
(PIA) of the EDGAR system in connection with this collection of information. The
EDGAR PIA, published on January 29, 2016 is provided as a supplemental
document and is also available at https://www.sec.gov/privacy.
12. Burden of Information Collection
The following estimates of average burden hours and costs are made solely for
purposes of the Paperwork Reduction Act of 1995 12 and are not derived from a
comprehensive or even representative survey or study of the cost of Commission
rules and forms. Compliance with Form S-6 is mandatory. Responses to the
collection of information will not be kept confidential.

44 U.S.C. 3501 et seq.

TABLE 1 : BURD EN ESTIMATES F OR INITIAL F ORM S-6 F ILINGS
Internal Burden

Current Form S-6 requirements
Total annual burden per response

Wage Rate1

C URREN T L Y AP P ROVED ES T I MAT ES
22.5 hours
×
$334 (compliance attorney)
22.5 hours

$303 (senior programmer)

45 hours

Cost of
Internal Burden
$7,515
$6,817.50
$14,332.50

Annual
Cost Burden

$33,104
$33,104

Number of annual responses

× 1,340

Total annual burden

60,300 hours

$19,205,550

$44,359,360

REVI S ED ES T I MAT ES
22.5 hours

$334 (compliance attorney)

$7,515

22.5 hours

$303 (senior programmer)

$6,817.50

Preparation and review of exhibit
hyperlinks

0.125 hours

$345 (compliance attorney)2

$43.13

0.125 hours

$313 (senior programmer)2

$39.13

Total annual burden per response

45.25 hours

Current Form S-6 requirements

$14,414.76

$33,104
$300
$33,404

Number of annual responses

× 1,340

Total annual burden

60,635 hours

$19,315,778.40

$44,761,360

Notes:
1. The Commission’s estimates concerning the allocation of burden hours and the relevant wage rates are based on consultations with
industry representatives and on salary information for the securities industry compiled by the Securities Industry and Financial Markets
Association’s Office Salaries in the Securities Industry 2013. The estimated wage figures are modified by Commission staff to account
for an 1800-hour work-year and multiplied by 2.93 to account for bonuses, firm size, employee benefits, overhead, and adjusted to
account for the effects of inflation. See Securities Industry and Financial Markets Association, Report on Management & Professional
Earnings in the Securities Industry 2013.
2. The Commission used a more recent estimate for the respective wage rates when issuing the proposed amendments in 2017 than it
did when renewing the collection of information in 2016.

TABLE 2 : BURD EN ESTIMATES F OR POST-EF F EC TIVE AMEND MENTS
Internal Burden

Current Form S-6 requirements
Total annual burden per response

Wage Rate1

C URREN T L Y AP P ROVED ES T I MAT ES
20 hours
×
$334 (compliance attorney)
20 hours

$303 (senior programmer)

40 hours

Cost of
Internal Burden
$6,680
$6,060
$12,740

Annual
Cost Burden

$19,862
$19,862

Number of annual responses

× 1,158

Total annual burden

46,320 hours

$14,752,920

$23,000,196

REVI S ED ES T I MAT ES
40 hours

$334 (compliance attorney)

$6,680

40 hours

$303 (senior programmer)

$6,060

Preparation and review of exhibit
hyperlinks

0.125 hours

$345 (compliance attorney)2

$43.13

0.125 hours

$313 (senior programmer)2

$39.13

Total annual burden per response

40.25 hours

Current Form S-6 requirements

$12,822.26

$19,862
$300
$30,162

Number of annual responses

× 1,158

Total annual burden

46,609.5 hours

$14,848,177.08

$23,347,596

TABLE 3 : TOTAL BURD EN ESTIMATES F OR F ORM S-6
Internal Burden
Initial Form S-6 filings

Cost of
Internal Burden

Annual
Cost Burden

C U RREN T L Y AP P ROVED ES T I MAT ES
60,300 hours
$19,205,550

$44,359,360

Post-effective amendments

46,320 hours

$14,752,920

$23,000,196

Total annual burden

106,620 hours

$33,958,470

$67,359,556

Initial Form S-6 filings

60,635 hours

$19,315,778.40

$44,761,360

Post-effective amendments

46,609.5 hours

$14,848,177.08

$23,347,596

Total annual burden

107,245 hours

$34,163,955.48

$68,108,956

REVI S ED ES T I MAT ES

TABLE 4 : C HANGE IN BURD EN ESTIMATES
Annual Number of Responses

Form S-6

Annual Time Burden (hours)

Cost Burden (dollars)

Previously
Approved

Revised
Estimate

Change

Previously
Approved

Revised
Estimate

Change

Previously
Approved

Revised
Estimate

Change

2,498

106,620

107,245

+ 625

$67,359,556

$68,108,956

+ $749,400

As summarized in Table 1 and Table 2 above, the Commission has previously
estimated that UITs will make approximately 1,340 initial registration statement
filings and 1,158 post-effective amendments annually, based on filings with the
Commission in 2014. 13 The hour burden estimates for preparing and filing Form S-6
are based on the Commission’s experience with the contents of the form. The
number of burden hours may vary depending on, among other things, the complexity
of the filing and whether preparation of the forms is performed by internal staff or
outside counsel.
Form S-6 imposes two types of reporting burdens on UITs that are registered
under the Investment Company Act on Form N-8B-2: (1) the burden of preparing
and filing the initial registration statement; and (2) the burden of preparing and filing
post-effective amendments to a previously effective registration statement.
As summarized in Table 3 above, in our most recent Paperwork Reduction Act
submission for Form S-6, Commission staff estimated that the annual compliance
burden to comply with the collection of information requirements of Form S-6 is
106,620 hours, with an internal cost of about $34 million. The amendments to
Regulation S-T that will require UITs filing on Form S-6 to submit these documents
in HTML format and to include a hyperlink to each exhibit identified in the exhibit
index of these documents are expected to increase the burdens and costs for UITs
that prepare and file these registration statements. For purposes of the Paperwork
Reduction Act, we estimated the average burden for a UIT to hyperlink to exhibits
based on the median number of exhibits that are filed with an affected form. As
summarized in Table 3 above, we estimate that the total internal burden associated
with Form S-6 will be 107,245 hours per year, at a cost of about $34.1 million.
13. Cost to Respondents
Cost burden is the cost of goods and services purchased to prepare and update
registration statements on Form S-6, such as for the services of independent auditors
and outside counsel. The cost burden does not include the hour burden discussed in
Item 12 above. Estimates are based on the Commission’s experience with the filing
of registration forms.
As summarized in Table 3 above, in our most recent Paperwork Reduction Act
submission for Form S-6, Commission staff estimated about $67.4 million in external
cost burden per year. We estimate that the revised external burden will be $68.1
million.

This estimate was previously submitted to OMB in connection with the renewal of
approval for the collection of information required by Form S-6 in 2016.

14. Costs to Federal Government
The annual cost of reviewing and processing disclosure documents, including
new registration statements, post-effective amendments, proxy statements,
shareholder reports, and other filings of investment companies amounted to
approximately $22.2 million in fiscal year 2018, based on the Commission’s
computation of the value of staff time devoted to this activity and related overhead.
15. Changes in Burden
As summarized in Table 4 above, the estimated hourly burden associated with
Form S-6 has increased from 106,620 hours to 107,245 hours (an increase of 625
hours). In addition, the cost burden associated with Form S-6 has increased from
$67,359,556 to $68,108,956 (an increase of $749,400). The changes in burden hours
and external cost burdens are due to the estimates of the time burden and external
costs that will result from our amendments affecting Form S-6 regarding
hyperlinking.
16. Information Collection Planned for Statistical Purposes
The results of any information collected will not be published.
17. Approval to Omit OMB Expiration Date
We request authorization to omit the expiration date on the electronic version of
the form for design and IT project scheduling reasons. The OMB control number will
be displayed.
18. Exceptions to Certification Statement for Paperwork Reduction Act
Submission
The Commission is not seeking an exception to the certification statement.
B. CO LLECT ION O F INFO RMATION EMP LOYING ST ATISTICAL
MET H ODS
The collection of information will not employ statistical methods.

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