What Is SEC Form S-6?
SEC Form S-6 is a filing with the U.S. Securities and Exchange Commission (SEC), which unit investment trusts (UITs) use to register securities they issue.
A unit investment trust is a form of investment company that offers a fixed portfolio, generally of stocks and bonds, as redeemable units to investors for a specific period of time. It is designed to provide capital appreciation and/or dividend income for investors. Unlike mutual funds, UITs have a stated expiration date based on what investments are held in its portfolio, and when the portfolio terminates, investors receive their pro rata portion of the UIT's net assets.
- SEC Form S-6 is an SEC filing required for registering and issuing shares of unit investment trusts (UITs).
- UITs are pooled investments that have stated expiration terms and are issued via an initial public offering to investors.
- SEC Form S-6 details the relevant information that an investor in a UIT would need to know, making it similar in many ways to a mutual fund's prospectus.
Understanding the SEC Form S-6
SEC Form S-6 is also known as the Registration Statement under the Securities Exchange Act of 1933 for unit investment trusts (UITs). (Form N-8B-2 is for UITs registered under the Investment Company Act of 1940.) Since unit investment trusts offer a fixed portfolio to investors, typically including the standard stocks and bonds for a specific period of time, all securities must be registered in order for the SEC to have a complete overview of the investment and securities market.
The Securities Exchange Act of 1933, often referred to as the "truth in securities" law, requires that these registration forms providing essential facts are filed to disclose important information upon registration of a company's securities. SEC Form S-6 helps the SEC achieve the objectives of this act—requiring investors to receive significant information regarding securities offered and to prohibit fraud in the sale of the offered securities. In this way, the S-6 is akin to the prospectus that is required by mutual fund companies.
The five-page form is available on the SEC website. The Securities and Exchange Commission maintains a comprehensive list of all recent securities registered by these UITs, which requires one for each kind registered. In one month alone, anywhere from fifty to more than one hundred Form S-6s can be filed with the SEC. For instance, in December 2020, 130 SEC Form S-6s were filed. These included multiple entries by Fitzgerald Marketing & Communications, Invesco Unit Trusts, Guggenheim Defined Portfolios, and other unit investment trusts.
Example of an SEC Form S-6 Filing
For example, on Oct. 7, 2020, First Trust Portfolios LP filed an SEC Form S-6 to register FT 8993, which consists of a "single portfolio known as FTP Innovative Technology Portfolio Series," which seeks above-average capital appreciation. In the form, First Trust outlines in detail the elements of the security, including the following elements:
- Fee table
- Statement of net assets
- Schedule of investments
- Information about the overall series
- Risk factors
- Public offering
- Distribution of units
- Expenses and charges
- Tax status
- Rights of unitholders
- Income and capital distributions
- Information on the sponsor, trustee, and evaluator