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-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
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).

1

OMB CONTROL NUMBER: 3235-0184

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 May 25, 2022, the Commission proposed a series of rule and form
amendments that would require certain registered investment companies, including
UITs, to provide additional information regarding their environmental, social, and
governance (“ESG”) investment practices. 7 Among other things, the proposed
amendments would require any UIT with portfolio securities selected based on one
or more ESG factors to explain on Form S-6 how those factors were used to select
the portfolio securities.
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.

7

Enhanced Disclosures by Certain Investment Advisers and Investment Companies about
Environmental, Social, and Governance Investment Practices, Investment Company Act
Release No. 34594 (May 25, 2022).

2

OMB CONTROL NUMBER: 3235-0184

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 To eliminate presenting

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 accounts organized as UITs that offer variable annuity

3

OMB CONTROL NUMBER: 3235-0184

duplicative information in the registration forms used by those UITs, the
Commission has proposed 11 and reproposed, 12 but has not yet adopted, Form N-7,
an integrated disclosure form under the Securities Act and the Investment Company
Act.
Other than the information required in Form N-8B-2, the Commission
believes that there are no federal rules duplicating, overlapping, or conflicting with
Form S-6.
5. Effect on Small Entities
The Commission reviews all rules periodically, as required by the Regulatory
Flexibility Act, 13 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.
contracts) or Form N-6 (for insurance company separate accounts organized as UITs
that offer variable life insurance contracts).
11

Investment Company Act Release No. 14513 (May 14, 1985) (50 FR 21282 (May 23,
1985)).

12

Investment Company Act Release No. 15612 (Mar. 9, 1987) (52 FR 8268 (Mar. 17,
1987)).

13

5 U.S.C. 601 et seq.

4

OMB CONTROL NUMBER: 3235-0184

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 proposing 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.
9. Payment or Gift
No payment or gift to respondents was provided.

5

OMB CONTROL NUMBER: 3235-0184

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 14 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
14

44 U.S.C. 3501 et seq.

6

OMB CONTROL NUMBER: 3235-0184

result, UITs file Form N-8B-2 only once when the UIT is initially created and then
use Form S-6 to file all post-effective amendments to their registration statements in
order to update their prospectuses. We currently estimate for Form S-6 a total burden
of 107,359 hours, with an annual external cost burden estimate of $68,108,956. 15
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 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.

TABLE 1: FORM S-6 PRA ESTIMATES

Initial hours

Annual hours1

Wage rate2

Internal time
costs

Annual external
cost burden

$254

$617.504

PROPOSED AMENDMENTS TO FORM S-6
Additional information
concerning the securities
underlying the trust’s
securities

2.0 hours

0.83

hours3

$306
(blended rate for
compliance attorney and
intermediate portfolio
manager)

Total new annual burden
per UIT

0.83 hours

$254

$617.50

Number of UIT ETFs

× 8 filings5

× 8 filings5

× 8 filings5

9.36 hours

$2,032

$4,940

Total new annual burden

TOTAL ESTIMATED BURDENS, INCLUDING AMENDMENTS
Current burden
estimates

107,359 hours6

+$4,940

Revised burden
estimates

107,368 hours6

$68,113,896

Notes:
1. Includes initial burden estimates annualized over a 3-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
15

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

7

OMB CONTROL NUMBER: 3235-0184

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, as modified by Commission staff for 2020.3. Includes initial burden estimates annualized over a
three-year period, plus 0.5 hours of ongoing annual burden hours. The estimate of 1.17 hours is based on the following calculation: ((2.0 initial hours /3)
+ 0.5 hours of additional ongoing burden hours) = 1.17 hours.4. $617.50 includes an estimated $248 for 0.5 hours of outside legal services and an
estimated $369.50 for 0.5 hours of management consultant services.
5. For PRA purposes, we are assuming one portfolio per filing. In addition, we may be overestimating the number of filings as the trust may not consider
ESG factors when it selects portfolio securities.
6. Rounded to the nearest whole number.

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. While the Commission does estimate that the external burden will increase,
due to rounding, the revised aggregate estimate for Form S-6, including the new
amendments, remains $68.1 million in external costs.
14. Costs to Federal Government
We previously estimated that the annual cost of reviewing and processing new
registration statements, post effective amendments, proxy statements, and
shareholder reports of investment companies amounted to approximately $30 million
in fiscal year 2021, based on the Commission’s computation of the value of staff time
devoted to this activity and related overhead. We estimate that the amendments to

8

OMB CONTROL NUMBER: 3235-0184

Form S-6 will not impose additional costs to the federal government associated with
this collection of information.
15. Changes in Burden
As summarized in Table 1 above, the estimated hourly burden associated with
Form S-6 has increased to 107,368 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.
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.

9