Form S-6 Supporting Statement

OMB CONTROL NUMBER: 3235-0184

SUPPORTING STATEMENT
For the Paperwork Reduction Act Information Collection Submission for
Form S-6
A. JUSTIFICATION
1. Necessity for the Information Collection
Form S-61 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 September 25, 2019, the Commission issued a release adopting a new rule that will
permit exchange-traded funds (“ETFs”) that satisfy certain conditions to operate without
the expense and delay of obtaining an exemptive order.7 The release also includes certain
disclosure amendments to Form S-6 to provide investors who purchase and sell ETF shares
1

17 CFR 239.16.

2

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

3

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

4

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.

5

15 U.S.C. 77e.

6

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

7

Exchange-Traded Funds, Investment Company Act Release No. 33646 (Sept. 25, 2019) [84 FR
57162 (Oct. 24, 2019)].

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OMB CONTROL NUMBER: 3235-0184

on the secondary market with additional information regarding ETF trading and associated
costs, regardless of whether such ETFs are structured as registered open-end management
investment companies or UITs.
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.
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

8

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

9

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

10

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)].
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

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OMB CONTROL NUMBER: 3235-0184

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 S6 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’s collection of information requirements. The
Commission did not receive public comment on its proposed estimates, but the Commission
revised its estimates as a result of updated industry data and modifications from the
proposal. 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 various forums
provide the Commission and staff with a means of ascertaining and acting upon paperwork
burdens confronting the industry.

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.

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OMB CONTROL NUMBER: 3235-0184

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 names, job titles, and work addresses.
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.
Form N-8B-2 is used by UITs to initially register under the Investment Company Act
pursuant to section 8 thereof. UITs are required to file Form S-6 in order to register offerings
of securities with the Commission under the Securities Act. As a result, UITs file Form
N-8B-2 only once when the UIT is initially created and then use Form S-6 to file all posteffective amendments to their registration statements in order to update their prospectuses.
We currently estimate for Form S-6 a total burden of 107,245 hours, with an internal cost
burden of approximately $34,163,955, and an external cost burden estimate of
$68,108,956. 13
To assist investors with better understanding the total costs of investing in a UIT ETF,
the Commission adopted disclosure requirements in Form N-8B-2 designed to provide
investors who purchase ETF shares in secondary market transactions with tailored
12

44 U.S.C. 3501 et seq.

13

This estimate is based on the last time the form’s information collection was submitted for PRA
revision in 2019.

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OMB CONTROL NUMBER: 3235-0184

information regarding ETFs, including information regarding purchasing and selling shares
of ETFs. All UIT ETFs will be subject to these disclosure requirements. For existing UIT
ETFs, the one-time and ongoing costs of complying with the amendments to Form N-8B-2
will accrue on Form S-6.

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OMB CONTROL NUMBER: 3235-0184

TABLE 1: FORM S-6 PRA ESTIMATES

Draft and finalize disclosure and
amend Form S-6

×

$365 (compliance attorney)

$1,460

4 hours

×

$331 (senior programmer)

$1,324

5 hours

×

$365 (compliance attorney)

$1,825

5 hours

×

$331 (senior programmer)

$1,655

Initial hours

Annual hours1

12 hours

4 hours

12 hours

Review and update disclosures on
Form S-6
Total new annual burden per ETF

Wage rate2

Internal time
costs

24 hours

Number of UIT ETFs

18 hours

$6,264

×8

×8
$50,112

Annual
external cost
burden

Total new annual burden

114 hours

Current burden estimates

+ 107,245 hours

+ $68,108,956

$0

Revised burden estimates

107,359 hours

$68,108,956

Notes:
1. Includes initial burden estimates annualized over a three-year period.
2. The Commission’s estimates of the relevant wage rates are based 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 figures are modified by 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.

TABLE 2: CHANGE IN BURDEN 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

2,498

0

107,245

107,359

+ 114

$68,108,956

$68,108,956

0

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DRAFT 2019–09–17

Table 1 above summarizes the PRA estimates associated with Form S-6. We
estimate that the total hour burdens and time costs associated with the amendments
affecting Form N-8B-2 will result in an average aggregate annual burden of 114
hours at an average aggregate time cost of $50,112. Therefore, the revised aggregate
estimate for Form N-8B-2, including the new amendments, is 107,359 hours.
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. Current estimates are based on the Commission’s experience with the
filing of registration forms.
As summarized in Table 1 above, in our most recent Paperwork Reduction Act
submission for Form S-6, Commission staff estimated about $68.1 million in external
cost burden per year. We estimate that the revised external burden will be $68.1
million. The Commission does not estimate any change in external cost. Therefore,
the revised aggregate estimate for Form S-6, including the new amendments, is about
$68.1 million in external costs.
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 2 above, the estimated hourly burden associated with
Form S-6 has increased from 107,345 hours to 107,359 hours (an increase of 114
hours). The change in burden hours is due to the estimates of the time burden that
will result from our amendments affecting Form S-6. The Commission does not
estimate any change in cost burden.
16. Information Collection Planned for Statistical Purposes
The results of any information collected will not be published.

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DRAFT 2019–09–17

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. COLLECTION OF INFORMATION EMPLOYING STATISTICAL
METHODS
The collection of information will not employ statistical methods.

8