Form S-6 (P-Names Rule) 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 May 25, 2022, the Commission issued a release proposing rule and form
amendments to enhance and modernize the investor protection provided by the
Investment Company Act’s “names rule,” rule 35d-1 under the Investment Company
Act. 7 The names rule currently requires that that registered investment companies
whose names suggest a focus in a particular type of investment (among other areas)
to adopt a policy to invest at least 80 percent of the value of their assets in those
investments (an “80 percent investment policy”). The proposed amendments, among
other things, would extend the requirement to any fund name with terms suggesting
that the fund focuses in in investments that have (or whose issuers have) particular
characteristics.

Further, the proposal would amend Form N-8B-2 to require that each fund that is
required to adopt and implement an 80 percent investment policy to include
disclosure in its prospectus that defines the terms used in its name, including the
specific criteria the fund uses to select the investments that the term describes, if any. 8

7

Investment Company Names, Securities Act Release No. 11067; Securities Exchange Act
Release No. 94981; Investment Company Act Release No. 34593, File No. S7-16-22
(May 25, 2022) available at https://www.sec.gov/rules/proposed/2022/33-11067.pdf
(the “Names Rule Proposing Release”).

8

See proposed instruction (2) to Item 11 of Form N-8B-2, Names Rule Proposing Release
at 207.

2

UITs that are updating their registration statements on Form S-6 would be required
to address these proposed disclosure requirements.
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. 9
Prospectuses may be sent to investors by electronic means so long as certain
requirements are met. 10

9

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

10

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

3

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. 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 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
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.

4

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 determining whether to adopt the proposed amendments affecting Form
S-6, the Commission will receive and evaluate public comments on the proposal’s
collection of information requirements. 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 various forums provide the Commission
and staff with a means of ascertaining and acting upon paperwork burdens that may
confront the industry.
9. Payment or Gift
No payment or gift to respondents was provided.

5

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 13 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
13

44 U.S.C. 3501 et seq.

6

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.
TABLE 1: ESTIMATES FOR PROPOSED AMENDMENTS TO FORM S-6
Initial Hours

Annual hours1

Wage rate2

Internal Costs

Annual External
Costs

$6,264

$27,265

CURRENTLY APROVED BURDENS
Draft and Update
Disclosures on Form S-63

24 hours

18 hours

x

$348 (1:1 blend of
compliance attorney and
senior programmer as
submitted in most recently
approved PRA)

Number of Responses

2,498

2,498

2,498

Current Burden
Requirement

107,359

$15,647,472

$68,108,956

$3,560

$992

× 785 filings

785 filings5

$2,794,600 +
$15,647,472 =
$18,442,072

$778,720 +
$68,108,956 =
$68,887,676

PROPOS PROPOSED BURDENS ED BURDENS
Proposed New Names
Rule Disclosure
Number of Responses

7 hours

10 hours

$356 (1:1 blend of
compliance attorney and
senior programmer)

×

× 785 filings4
TOTAL ESTIMATED BURDENS INCLUDING AMENDMENTS

Total New Annual Burden6

7,850 hours +
107,359 hours
= 115,209
hours

Notes:
1. Includes initial burden estimates annualized over a 3-year period.
2. The estimated wage figure is based on published rates for the professionals described in this chart, modified to account for
an 1800-hour work-year and inflation. The estimates for the proposed burdens were multiplied by 5.35 to account for bonuses,
firm size, employee benefits, and overhead. See Securities Industry and Financial Markets Association’s Report on
Management & Professional Earnings in the Securities Industry 2013.
3. Form S-6 incorporates the disclosure requirements of Form N-8B-2 for UITs on an ongoing basis. We are not proposing
amendments to Form S-6. However, because Form S-6 incorporates the requirements of Form N-8B-2, the amendments would
indirectly affect these entities. UITs that have made their initial deposit of securities prior to the effective date of any final rule
would be required to update their disclosure on Form S-6 to comply with the amended requirements of Form N-8B-2. As
discussed above, UITs formed after the adoption of any final rules would be required to comply with the proposed disclosure
requirements upon formation when those UITs file Form N-8B-2 with the Commission.
4. The currently-approved PRA burden for rule 35d-1 was based on the Commission’s estimate that 83% of funds were covered
by rule 35d-1. We now estimate that 75% of funds would be covered by our proposed rule amendments, based on this
proposal’s economic analysis above. The prior PRA burden was based on an estimate using a different analytical approach than
we are now employing. Based on our current analysis, we estimate that 62% of funds are currently subject to rule 35d-1 and
that our proposed rule amendments would increase this estimate to 75% of funds. The Commission estimates 49 non-separate
account and non-ETF UITs registered with the Commission. However, we believe using the number of filings instead of
registrants would form a more accurate estimate of annual disclosure burdens. We estimate 1,047 filings based on the average
number of filings made on Form S-6 from 2018 to 2020. We therefore estimate that there are approximately 785 filings for
funds that have names that would be covered by the proposed rule amendments, or 75% of the filings for UITs covered by the
rule amendments (1,047 filings x 75% = 785 filings).
5. The 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 rate 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. The estimates in the Commission’s proposing release inadvertently did not add the proposed additional burdens to the
current burden requirement in the estimated “Total New Annual Burden.”

7

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. We estimate that the annual cost of outside services
associated with the proposed amendments would be approximately $778,720, with a
total annual external cost burden of $68,887,676 as detailed in Table 1 above.
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 $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.
15. Changes in Burden
The proposed amendments would result in a number of changes to the currently
approved burden. The proposed disclosure requirements would add approximately
10 hours per response, increasing the total annual burden to 115,209 hours. Further,
we updated our assessment of the number of responses on Form S-6 to 1,623
responses, thus increasing the estimated average hours per response to approximately
71 hours (115,209 hours / 1,623 responses = 70.99). 14

14

See supra note 4 to Table 1.

8

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