Form T-6.SS.Final

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM T-6
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

Under the Trust Indenture Act of 1939 (“Act”) a corporation or other person organized
under the laws of a foreign government proposing to serve as trustee under a qualified indenture
must apply for a determination of eligibility to serve as trustee on Form T-6 (17 CFR 269.9) that
is filed with the Securities and Exchange Commission (“Commission”).
As required by Section 310(a)(1) of the Act, the foreign trustee must provide evidence that
it is authorized to exercise corporate trust powers, and it is subject to supervision or examination
by authority of the foreign government or a political subdivision thereof substantially equivalent
to supervision or examination applicable to U.S. institutional trustees. In addition, the form
requires the foreign trustee to file a report of condition and a written consent to service of process.
Additional information required by the form regards possible conflicts of interest, which
would disqualify the trustee from serving. This information relates to affiliations with the issuer or
its underwriters, any outstanding trusteeships under other indentures of the same issuer,
interlocking directorates and similar relationships with the issuer or its underwriters, voting
securities of the trustee owned by the issuer or its officials, voting securities of the trustee owned
by underwriters of the issuer, securities of the issuer owned or held by the trustee, securities of the
underwriters owned or held by the trustee, ownership or holdings by the trustee of voting
securities of affiliates of the issuer, and ownership or holdings by the trustee of any securities of a
person owning 50% or more of the voting securities of the issuer.
2.

Purpose and Use of the Information Collection

The information in the Form T-6 provides a basis for deciding that a foreign trustee is
eligible to serve as trustee under an indenture qualified under the Act. If the information contained
in the Form T-6 were not collected, the basis for that decision would be unavailable.
3.

Consideration Given to Information Technology

Form T-6 must be filed electronically using the Commission’s Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system.

4.

Duplication of Information

Form T-6 contains information regarding an applicant’s current relationships with a
particular issuer and other specific entities. This information is not duplicated.
5.

Reducing the Burden on Small Entities

Few entities file Form T-6 and the information in Form T-6 is needed to determine that a
foreign trustee is eligible to serve as trustee under an indenture qualified under the Act. Without
the information in Form T-6, the basis for that decision would be unavailable.
6.

Consequences of Not Conducting Collection

Form T-6 is filed only once and discloses information essential to determine
the eligibility of foreign trustees under Section 310(a)(1) of the Act. Without the
information in Form T-6, the basis for that decision would be unavailable.
7.

Special Circumstances

There are no special circumstances.
8.

Consultations with Persons Outside the Agency

No comments were received during the 60-day comment period prior to OMB’s review of
this submission.
9.

Payment or Gift to Respondents

No payment or gift has been provided to any respondents.
10.

Confidentiality

Form T-6 is a public document.
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 name, work address, work telephone number, and
job title. However, the agency has determined that the information collection does not constitute a
system of records 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 February 18, 2025, is provided as a
supplemental document and is also available at https://www.sec.gov/privacy.
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12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title
Form T-6

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0391

1

4

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form T-6 takes
approximately 17 hours per response to comply with the collection of information requirements
and that there is an average of 1 response annually.
We derived our burden hour estimates by estimating the average number of hours it
would take the trustee to compile the necessary information and data, prepare and review
disclosure, file documents and retain records. In connection with rule amendments to the form,
we occasionally receive PRA estimates from public commenters about incremental burdens that
are used in our burden estimates.
We further estimate that 25% of the collection of information burden is carried by the
respondent internally and that 75% of the burden of preparation is carried by outside
professionals retained by the trustee to assist in the preparation of the form to reflect the fact that
trustees rely more heavily on outside professionals. Based on our estimates, we calculated the
total reporting burden to be 4 hours ((0.25 x 4) hours per response x 1 response). For
administrative convenience, the paperwork burden hours has been rounded to the nearest whole
number. The burden estimate for the hours is made solely for the purpose of the PRA.
13.

Estimate of Total Annualized Cost Burden
Estimated Total Cost Burden
Information
Collection
Title
Form T-6

OMB Control
Number

Number of
Responses

Cost
Burden

3235-0391

1

$7,650

We estimate that 75% of the 17 hours per response (12.75 hours) is prepared by outside
professionals. We estimate an hourly cost of $600 for outside professionals used in connection
with public company reporting. This estimate is based on our consultations with registrants and
professional firms who regularly assist registrants in preparing and filing disclosure documents
with the Commission. Our estimates reflect average burdens and therefore, some companies may
experience costs in excess of our estimates and some companies may experience costs that are
lower than our estimates. Based on our estimates, we calculated the total annual cost to be $7,650
($600 per hour x 12.75 hours per response x 1 response). For administrative convenience, the
paperwork cost burden has been rounded to the nearest dollar. The cost burden estimate is made
solely for the purposes of the PRA.
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14.

Costs to Federal Government

The annual cost of reviewing and processing disclosure documents, including registration
statements, post-effective amendments, proxy statements, annual reports and other filings of
operating companies amounted to approximately $131,724,880 in fiscal year 2023, based on the
Commission’s computation of the value of staff time devoted to this activity and related overhead.
15.

Reason for Change in Burden
Estimated Burden Hours and Cost Burden Changes
Information
Collection Title

OMB
Control
Number

Burden Hours

Cost Burden

Adjustment

Adjustment

Form T-6

3235-0391

0

$2,550

The increase of $2,550 in cost burden is due to an adjustment. The Commission increased
the cost burden per hour estimate from $400 per hour to $600 per hour for outside professionals.
16.

Information Collection Planned for Statistical Purposes

The information collection is not planned for statistical purposes.
17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of the form.
Including the expiration date on the electronic version of the form will result in increased costs,
because the need to make changes to the form may not follow the application’s scheduled version
release dates. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

There are no exceptions to certification for Paperwork Reduction Act submissions.
A.

STATISTICAL METHODS
The information collection does not employ statistical methods.

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