Supporting Statement A

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PAPERWORK REDUCTION ACT SUPPORTING STATEMENT
for the Extension of
Form N-8B-2
OMB Control Number 3235-0186

The U.S. Securities and Exchange Commission (“Commission” or SEC) submits this
information collection request (ICR) pursuant to the Paperwork Reduction Act of 1995 (PRA), 44
U.S.C. Section 3501 et seq., with the following justification.

1.

Necessity of Information Collection

Unit investment trusts (“UITs”) are required to register with the Securities and Exchange
Commission (“Commission”) as investment companies under the Investment Company Act of 1940 (15
U.S.C. 80a-1 et seq.) (the “Investment Company Act”). Section 8(b) of the Investment Company Act (15
U.S.C. 80a-8(b)) provides that each registered investment company must file a registration statement
with the Commission that includes certain information about the company and recites the company’s
policies on certain significant matters. UITs other than separate accounts that are currently issuing
securities, including UITs that are issuers of periodic payment plan certificates, UITs of which a
management investment company is the sponsor or depositor, and UIT ETFs, 1 satisfy this requirement
by filing on Form N-8B-2. Among other items, this Form requires disclosure about the organization of a
UIT, its securities, the personnel and affiliated persons of the depositor, distribution and redemption of
securities, the trustee or custodian, and financial statements.
UITs also may be required to register offerings of securities with the Commission under the
Securities Act of 1933 (15 U.S.C. 77a et seq.) (“Securities Act”). Section 5 of the Securities Act (15
U.S.C. 77e) requires that, unless an exemption is available, a registration statement be filed before any
securities are offered to the public by use of the mails or other facilities of interstate commerce, and that
the statement be declared effective before any securities are sold. The purpose of the registration
statement is not to gather information for the Commission to use, but rather to provide disclosure of
financial and other information on the basis of which investors may make informed decisions regarding
the merits of the securities being offered for sale. To that end, section 5(b) of the Securities Act (15
U.S.C. 77e(b)) requires that investors be furnished a prospectus containing material information along
with or prior to the confirmation of sale or delivery of securities, whichever occurs first. UITs that are
required to file on Form N-8B-2 to register under the Investment Company Act satisfy the requirements
imposed under the Securities Act by filing a registration statement on Form S-6. This form requires a
prospectus that includes much of the information required in Form N-8B-2 and certain financial
statements for the trust, in addition to undertakings by the UIT to file, among other things, periodic
reports with the Commission.
For UITs that are required to file on Form N-8B-2 to register under the Investment Company
Act, the Commission has yet to adopt an integrated registration form satisfying the requirements of the
1

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

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Securities Act and the Investment Company Act. Absent an integrated disclosure system, filings on
Form N-8B-2 serve as the only means by which such UITs can satisfy the filing and disclosure
requirements imposed by section 8(b) of the Investment Company Act.

2.

Purpose and Use of Information Collection

The purpose of Form N-8B-2 is to satisfy the filing and disclosure requirements of the
Investment Company Act. 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 assures the public availability and dissemination
of the information and permits verification of compliance with Investment Company Act requirements.

3.

Use and Consideration of Information Technology

The Commission’s electronic filing system, called “EDGAR” (for Electronic Data Gathering,
Analysis and Retrieval), automates the filing, processing, and dissemination of all disclosure filings.
EDGAR permits publicly-held companies to transmit their filings to the Commission electronically.
This automation has increased the speed, accuracy, and availability of information, generating benefits
to investors and financial markets. All UITs filing Form N-8B-2 are required to use EDGAR to make
such filings. 2

4.

Identifying and Minimizing Duplication

Form S-6, the form used by certain UITs to register their securities under the Securities Act,
requires a prospectus that includes much of the information requested in Form N-8B-2. To eliminate
presenting duplicative information in the registration forms used by those UITs, the Commission has
proposed 3 and reproposed, 4 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 S-6, the
Commission believes that there are no federal rules duplicating, overlapping, or conflicting with Form
N-8B-2.

5.

Effect on Small Entities

The current disclosure requirements for registration statements do not distinguish between small
entities and other investment companies. The burden on smaller investment companies to prepare and
file registration statements may be greater than for larger investment companies. The Commission
believes, however, that it would not be in the best interest of investors to reduce the reporting and
recordkeeping requirements for small entities.

6.

Consequences of Not Conducting Collection and Obstacles to Reducing
Burden

Section 8(b) of the Investment Company Act requires each registered investment company to file
an initial registration statement with the Commission that includes certain information about the
company and recites the company’s policies on certain significant matters. Absent information
collection on Form N-8B-2, UITs required to file on Form N-8B-2 to register under the Investment
Company Act would fail to satisfy this legal requirement. Each UIT subject to the Form N-8B-2 filing

2

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

3

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

4

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

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requirement is required to file Form N-8B-2 only once and does not file post-effective amendments to
Form N-8B-2. 5

7.

Inconsistencies with Guidelines in 5 CFR 1320.5(d)(2)
This collection is not inconsistent with 5 CFR 1320.5(d)(2).

8.

Public Comment and Consultations 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 the paperwork burdens confronting the industry. The
Commission requested public comment on the collection of information requirements for the burdens of
Form N-8B-2 before it submitted this request for extension and approval to the Office of Management
and Budget. The SEC did not receive public comment during the 60-day notice and comment period.

9.

Payment or Gift to Respondents
Not applicable.

10.

Assurance of Confidentiality and Privacy
Not applicable.

11.

Collection Questions of a Sensitive Nature
Not applicable.

12.

Estimated Time Burden and its Cost Equivalent

The following estimates of average burden hours and costs are made solely for purposes of the
Paperwork Reduction Act of 1995 6 and are not derived from a comprehensive or even representative
survey or study of the cost of Commission rules and forms. Compliance with the disclosure
requirements of Form N-8B-2 is mandatory. Responses to the disclosure requirements 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 post-effective amendments to their registration
statements in order to update their prospectuses. The table below summarizes the Commission’s PRA
annual burden estimates associated with Form N-8B-2.

5

See Exchange-Traded Funds, Investment Company Act Release No. 33140 (June 28, 2018) [83 FR 37332 (July 31,
2018)] at note 7 and accompanying text.

6

44 U.S.C. 3501 et seq.

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ICR Estimated Time Burden and its Cost Equivalent
Information
Collections
(ICs)

Requirement
Type

Number of
Frequency of
Respondents Response
(Number of
Responses per
Respondent
per Time
Period)

Time per
Response

Equivalent
Cost per
Response

Total
Annual
Time
Burden
(Hours)

Total
Annual
Cost
Burden
Equivalent ($)

Form N-8B-2

Reporting

11

40 hours

$21,100 2

40

$21,100

1 annually

Notes:
1. Based on Commission records, in 2023, 2024, and 2025, the Commission received 1 filing on Form N-8B-2. The
cumulative 3-year average is, therefore, 0.33 filings per year. For purposes of the PRA, we are assuming 1 filing on Form N8B-2 annually.
2. We estimate the equivalent cost per response ($21,100) is based on the hours per response (40) times a $527.50 blended
wage rate. The $527.50 wage rate reflects current estimates of the blended hourly rate for an paralegal and legal assistant
($281) and attorney ($774) in the securities industry (($281 + $774)/2 = $527.50). To calculate the occupational hourly rates
used in this release, the Commission uses occupational mean hourly wage data from the Occupational Employment and
Wage Statistics (OEWS) program of the Bureau of Labor Statistics (BLS) for “Securities, Commodity Contracts, and Other
Financial Investments and Related Activities” (NAICS 523). See Occupational Employment and Wage Statistics, U.S.
Bureau of Labor Statistics, https://www.bls.gov/oes/; see also Standard Occupational Classification, U.S. Bureau of Labor
Statistics, https://bls.gov/soc/ (describing occupational classification system used by BLS); Exec. Off. of the President, Off.
of Mgmt. & Budget, North American Industry Classification System (2022), available at
https://www.census.gov/naics/reference_files_tools/2022_NAICS_Manual.pdf (describing the industry classification system
used by BLS and other agencies). The mean hourly wage for each occupation is adjusted for changes in the seasonally
adjusted employment cost index for private wages and salaries between the data reference period and when the data are
released by BLS. See Employment Cost Index, U.S. Bureau of Labor Statistics, https://www.bls.gov/eci/. The adjusted mean
hourly wage is then multiplied by a factor that accounts for nonwage costs borne by employers, such as bonuses, benefits,
and overhead. This factor is calculated as an average over the 10 most recently available years of data of the ratio of the
Bureau of Economic Analysis’s annual gross output data for NAICS 523 to total annual wages across all occupations for
NAICS 523 in the OEWS data. See Gross Output by Industry, U.S. Bureau of Economic Analysis,
https://www.bea.gov/data/industries/gross-output-by-industry; Occupational Employment and Wage Statistics, U.S. Bureau
of labor Statistics, https://wwww.bls.gov/oes/. The final product is the occupational hourly rate. See generally Updated
Methodology for Calculating Occupational Hourly Rates (Dec. 19, 2025), available at https://www.sec.gov/files/methodoccupational-hourlyrates.pdf.

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13.

Estimated Additional Cost Burden

Cost burden is the external cost of services purchased to comply with Form N-8B-2, such as for
the services of outside counsel, financial printers, and advertising agencies. The cost burden does not
include the cost of the internal hour burden discussed in Item 12 above. We estimate that the annual cost
of outside services associated with the final amendments to Form N-8B-2 as follows:
Additional
Information
Collections (ICs)

Requirement
Type

Number of
Respondents

Total Annual
Additional Cost
Burden ($)

Form N-8B-2

Reporting

1

$11,610 1

Notes:
1. We estimate the total annual external costs burden per response ($11,610) is based on the 15 hours of outside level services
at a wage rate of $774 per hour for an attorney in the securities industry. $774 x 15 = $11,610.

14.

Annual Cost to the Federal Government

The SEC is in the process of revising its methodologies to estimate annualized costs to the
Federal government for all its relevant collections of information. The SEC anticipates that future
extensions of this collection of information will reflect the revised methodologies.

15.

Reasons for Changes in Burden Estimates

The estimated hourly burden associated with Form N-8B-2 has not changed. The estimated cost
burden associated with Form N-8B-2 has increased from $11,430 to $11,610 (an increase of $180). This
increase reflects an increase in estimated wage rates associated with outside services related to
completion and submission of From N-8B-2.

16.

Plans for Publishing Results
The results of any information collected will not be published.

17.

Approval to Omit Display of OMB Expiration Date
The Commission is not seeking approval to not display the expiration date for OMB approval.

18.

Exceptions to the Certification for Paperwork Reduction Act Submissions
The Commission is not seeking an exception to the certification statement.

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