Form S-6 (P-Cyber) 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).

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 February 9, 2022, the Commission proposed rules related to cybersecurity
risk management for registered investment advisers, registered investment
companies, and business development companies as well as amendments to certain
rules that govern investment adviser and fund disclosures under the Investment
Advisers Act of 1940 and the Investment Company Act. 7 The Commission proposed
several amendments to Form S-6 to require a description of any significant fund
cybersecurity incident that has occurred in its last two fiscal years, using a structured
data language. 8 These amendments are designed to enhance investor protection by
ensuring cybersecurity incident-related information is available to increase
understanding and insight into a fund’s cybersecurity history.
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

7

Cybersecurity Risk Governance and Incident Disclosure, Securities Act Release No. 11028 (Feb.
9, 2022) available at https://www.sec.gov/rules/proposed/2022/33-11028.pdf (“Cybersecurity Risk
Governance and Incident Disclosure Proposal”).

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Although the interactive data filing requirements are included in the instructions to Form S-6, we
are separately reflecting the hour and cost burdens for these requirements in the burden estimate
for Investment Company Interactive Data (OMB control number 3235-0642) and not in this
estimate.

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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. Role of Improved Information Technology
The Commission’s Electronic Data Gathering, Analysis and Retrieval
(“EDGAR”) system automates the 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. 9
The public may access filings on EDGAR through the Commission’s website
(http://www.sec.gov) or at EDGAR terminals located at the Commission’s public
reference rooms. Prospectuses may be sent to investors by electronic means so long
as the fund meets certain requirements. 10
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

9

17 CFR 232.101(a)(1)(i) and (iv).

10

See Use of Electronic Media for Delivery Purposes, Securities Act Release No. 7233, Exchange
Act Release No. 36345, Investment Company Act Release No. 21399 (Oct. 6, 1995) (60 FR 53458
(Oct. 13, 1995)).

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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. 11
5. Effect on Small Entities
The Commission reviews all rules periodically, as required by the Regulatory
Flexibility Act, 12 to identify methods to minimize recordkeeping or reporting
requirements affecting small businesses. The proposed 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

11

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 contracts) or Form N-6 (for insurance
company separate accounts organized as UITs that offer variable life insurance contracts).

12

5 U.S.C. 601 et seq.

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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. Consultation Outside the Agency
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. In addition, the
Commission has requested public comment on the proposed amendments to Form S6, including the collection of information requirements resulting from the proposed
amendments. Before adopting these amendments, the Commission will receive and
evaluate public comments on the proposed amendments and their associated
collection of information requirements.
9. Payment or Gift
No payment or gift to respondents was provided.
10. Confidentiality
No assurance of confidentiality was provided.

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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 EGovernment 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 February 5, 2020, is provided as a supplemental
document and is also available at https://www.sec.gov/privacy.
12. Estimate of Hour and Cost 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 13 and are not derived from a
comprehensive or even representative survey or study of the cost of Commission
rules and forms. In our most recent Paperwork Reduction Act submission for Form
S-6, we estimated a total aggregate annual hour burden of 107,359 hours, and a total
annual aggregate annual external cost burden of $68,108,956. 14 Compliance with the
disclosure requirements of Form S-6 is mandatory, and the responses to the
disclosure requirements will not be kept confidential. The table below summarizes

13

44 U.S.C. 3501 et seq.

14

On July 30, 2020, the Office of Management and Budget approved without change a revision of
the currently approved information collection estimate for Form S-6.

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our PRA annual burden estimates associated with the proposed amendments to
Form S-6.
Table 1: Burden Estimates for Initial and Ongoing Registration Statements Filed on Form S-6
Internal
initial
burden hours

Internal annual
burden hours1

Wage rate2

Internal time
costs

Annual external
cost burden

$5,340

$9925

PROPOSED FORM S-6 ESTIMATES
Cybersecurity incident
disclosures3

21 hours

$356
(blended rate for
compliance attorney and
senior programmer)

15 hours

4

Number of filings

× 1,047 filings

× 1,047 filings

x 5246

Total new aggregate annual
burden

15,705 hours

$5,590,980

$519,312

TOTAL ESTIMATED BURDENS INCLUDING AMENDMENTS
Current aggregate annual
burden estimates
Revised aggregate annual
burden estimates
Notes:

+ 107,359
hours

+ $68,108,956

123,064 hours

$68,628,268

1. Includes initial burden estimates annualized over a 3-year period.
2. The Commission’s estimates of the relevant wage rates are based on the SIFMA Wage Report. The estimated figures are modified
by firm size, employee benefits, overhead, and adjusted to account for the effects of inflation.
3. This estimate represents the average burden for a filer. Filers that experience one or several fund cybersecurity incidents are
expected to incur higher burdens.
4. Includes initial burden estimates annualized over a three-year period, plus 8 ongoing annual burden hours. The estimate of 15 hours
is based on the following calculation: ((21 initial hours /3) + 8 additional ongoing burden hours) = 15 hours.
5. This estimated burden is based on the estimated wage rate of $496/hour, for 2 hours, for outside legal services. The Commission’s
estimates of the relevant wage rates for external time costs, such as outside legal services, take into account staff experience, a variety
of sources including general information websites, and adjustments for inflation.
6. We estimate that 50% of filers will use outside legal services for these collections of information. This estimate takes into account
that funds may elect to use outside legal services (along with in-house counsel), based on factors such as fund budget and the fund’s
standard practices for using outside legal services, as well as personnel availability and expertise.

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.

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As summarized in Table 1 above, in our most recent Paperwork Reduction Act
submission for Form S-6, Commission staff estimated about $68,108,956 in external
cost burden per year. We estimate that the annual cost of outside services associated
with these proposed amendments to Form S-6 is approximately $992 per fund and
the total annual external cost burden for the Form S-6 proposed amendments is
$519,312. 15
14. Cost to the 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 $25.7 million in fiscal year 2020, based on the Commission’s
computation of the value of staff time devoted to this activity and related overhead.
15. Change in Burden
The estimated hourly burden and external cost associated with Form S-6 has
increased as follows:
Table 2: Comparison of Current and Revised Burden Hours and External Cost for
Registration Statements Filed on Form S-6
Annual Time Burden (hours)

Form S-6

15

External Cost Burden (dollars)

Currently
Approved

Revised
Estimate

Change

Currently
Approved

Revised
Estimate

Change

107,359

123,064

15,705

$68,108,956

$68,628,268

$519,312

This estimate is based on the following calculation: 524 funds x $992 per filing = $519,312.

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The changes in annual burden hours and external cost burden are due to our
proposed amendments affecting Form S-6 requiring a description of any significant
fund cybersecurity incident that has occurred in the fund’s last two fiscal years.
16. Information Collection Planned for Statistical Purposes
The results of any information collection will not be published.
17. Approval to Omit OMB Expiration Date
The Commission is not seeking approval to omit the expiration date for OMB
approval.
18. Exceptions to Certification Statement for Paperwork Reduction Act
Submission
The Commission is not seeking an exception to the certification statement.
B. COLLECTIONS OF INFORMATION EMPLOYING STATISTICAL
METHODS
The collection of information will not employ statistical methods.

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