Privacy Impact Assessment (PIA)

Conformed to Federal Register version
SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 202, 229, 230, 232, 239, 240, 270, and 274
[Release Nos. 33-10720; 34-87395; IC-33676; File No. S7-20-19]
RIN 3235-AL96
Filing Fee Disclosure and Payment Methods Modernization
AGENCY: Securities and Exchange Commission.
ACTION: Proposed rule.
SUMMARY: We are proposing amendments that would modernize filing fee
disclosure and payment methods. We are proposing to amend most fee-bearing
forms, schedules, statements, and related rules to require each fee table and
accompanying disclosure to include all required information for fee calculation in a
structured format. The proposed amendments would add the option for fee payment
via Automated Clearing House (“ACH”) and eliminate the option for fee payment via
paper checks and money orders. The proposed amendments are intended to improve
filing fee preparation and payment processing by facilitating both enhanced validation
through fee structuring and lower-cost, easily routable payments through the ACH
payment option. Finally, the Commission proposes other amendments to enhance the
efficiency of the fee process.
DATES: Comments should be received on or before February 25, 2020.
ADDRESSES: Comments may be submitted by any of the following methods:
Electronic comments:
•

Use our Internet comment form

1

(http://www.sec.gov/rules/proposed.shtml); or
•

Send an email to [email protected]. Please include File Number S7-20-19
on the subject line.

Paper comments:
•

Send paper comments to Vanessa A. Countryman, Secretary, Securities and
Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number S7-20-19. This file number should be
included on the subject line if email is used. To help us process and review your
comments more efficiently, please use only one method. We will post all comments
on our website (http://www.sec.gov/rules/proposed.shtml). Comments are also
available for website viewing and printing in the Commission’s Public Reference
Room, 100 F Street NE, Washington, DC 20549, on official business days between
the hours of 10 a.m. and 3 p.m. All comments received will be posted without
change. Persons submitting comments are cautioned that we do not edit personal
identifying information from submissions. You should submit only information that
you wish to make available publicly.
We or the staff may add studies, memoranda, or other substantive items to the
comment file during this rulemaking. A notification of the inclusion in the comment
file of any such materials will be made available on the Commission’s website. To
ensure direct electronic receipt of such notifications, sign up through the “Stay
Connected” option at www.sec.gov to receive notifications by email.
FOR FURTHER INFORMATION CONTACT: Luba Dinits, Senior Accountant,
Office of Financial Management, at (202) 551-3839, Mark W. Green, Senior Special

2

Counsel, Division of Corporation Finance, at (202) 551-3430; James Maclean, Senior
Counsel, Division of Investment Management, at (202) 551-6792; or R. Michael
Willis, Assistant Director, Office of Structured Disclosure, Division of Economic and
Risk Analysis, at (202) 551-6600.
SUPPLEMENTARY INFORMATION:
We are proposing amendments to:
CFR Citation
(17 CFR)

Commission Reference
Informal and other Procedures
Regulation S-K
Regulation S-T
Securities Act of 1933 1
(“Securities Act”)

Securities Exchange Act of 19342
(“Exchange Act”)

Rule 3a
Item 601
Rule 11
Rule 13
Rule 405

§ 202.3a
§ 229.601
§ 232.11
§ 232.13
§ 232.405

Rule 111
Rule 424
Rule 456
Rule 457
Form S-1
Form S-3
Form S-8
Form S-11
Form N-14
Form S-4
Form F-1
Form F-3
Form F-4
Form F-10

§ 230.111
§ 230.424
§ 230.456
§ 230.457
§ 239.11
§ 239.13
§ 239.16b
§ 239.18
§ 239.23
§ 239.25
§ 239.31
§ 239.33
§ 239.34
§ 239.40

Rule 0-9
Rule 0-11

§ 240.0-9
§ 240.0-11

Rule 13e-1

§ 240.13e-1

Schedule 13E-3

§ 240.13e-100

Schedule 13E-4F

§ 240.13e-102

Schedule 14A

§ 240.14a-101

Schedule 14C

§ 240.14c-101

3

Investment Company Act of 1940 3
(“Investment Company Act”)
Securities Act and
Investment Company Act
1

15 U.S.C. 77a et seq.

2

15 U.S.C. 78a et seq.

3

15 U.S.C. 80a-1 et seq.

Schedule TO

§ 240.14d-100

Schedule 14D-1F

§ 240.14d-102

Rule 0-8

§ 270.0-8

Form 24F-2

§ 274.24
§ 239.14 and
§ 274.11a-1
§ 239.24 and
§ 274.5

Form N-2
Form N-5

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Table of Contents
I. INTRODUCTION AND BACKGROUND
II. PROPOSED AMENDMENTS
A. Fee-Bearing Form Content and Structuring
1. Affected Forms
2. Content and Location of Filing Fee Information
3. Structuring of Filing Fee-Related Information
4. Scope of Proposed Amendments
5. Transition Period
B. Fee Payment Process
C. Fee Offset Amendment
D. Technical and Other Clarifying Amendments
E. Request for Comment
III. ECONOMIC ANALYSIS
A. Economic Baseline
B. Economic Impacts, Including Effects on Efficiency, Competition, and
Capital Formation
1. Structuring Fee-Related Information
2. Updating Payment Options
3. Fee Offset Amendments
4. Anticipated Effects on Efficiency, Competition and Capital Formation
C. Reasonable Alternatives
D. Request for Comment
IV. PAPERWORK REDUCTION ACT
A. Background
B. Summary of the Proposed Amendments’ Effects on the Collection of
Information
C. Incremental and Aggregate Burden and Cost Estimates for the Proposed
Amendments
D. Request for Comment
V. INITIAL REGULATORY FLEXIBILITY ACT ANALYSIS
A. Reasons for, and Objectives of, the Proposed Action
B. Legal Basis for the Proposed Action
C. Small Entities Subject to the Proposed Rules
D. Reporting, Recordkeeping, and Other Compliance Requirements
E. Duplicative, Overlapping, or Conflicting Federal Rules
F. Significant Alternatives
G. Request for Comment
VI. SMALL BUSINESS REGULATORY ENFORCEMENT FAIRNESS ACT

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VII. STATUTORY BASIS
TEXT OF PROPOSED RULE AND FORM AMENDMENTS

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I. INTRODUCTION AND BACKGROUND
The Commission assesses filing fees pursuant to Section 6(b) of the Securities
Act and Sections 13(e) and 14(g) of the Exchange Act. The fees are assessed on
companies filing documents related to transactions, including registered securities
offerings, tender offers and merger or acquisition transactions. The Commission also
assesses registration fees for registered offerings by investment companies, with fees
assessed on an annual basis for open-end funds and unit investment trusts (“UITs”). 1
Additionally, closed-end funds, including business development companies
(“BDCs”), 2 as well as small business investment companies (“SBICs”), 3 pay
registration fees at the time of filing a registration statement. 4
The current methods by which filers and the Commission staff process and
validate EDGAR 5 filing fee information within the filing are highly manual and

1

Pursuant to Section 24(f)(2) of the Investment Company Act, open-end funds and UITs must file
information about the computation of these registration fees and other information on Form 24F-2. We
previously proposed to require reports on Form 24F-2 to be submitted in a structured eXtensible Markup
Language (“XML”) format. See Securities Offering Reform for Closed-End Investment Companies,
Investment Company Act Release No. 33427 (Mar. 20, 2019) [84 FR 14448 (Apr. 10, 2019)] (“Offering
Reform Proposing Release”).
BDCs are a category of closed-end investment companies that do not register under the Investment
Company Act, but rather elect to be subject to the provisions of sections 55 through 65 of the Investment
Company Act. See section 2(a)(48) of the Investment Company Act [15 U.S.C. 80a-2(a)(48)].

2

SBICs are investment companies that operate differently, and are subject to a different regulatory regime,
than other management investment companies. They are “privately owned and managed investment funds,
licensed and regulated by the Small Business Administration (‘SBA’), that use their own capital plus funds
borrowed with an SBA guarantee to make equity and debt investments in qualifying small businesses.” See
SBA, SBIC Program Overview, available at https://www.sba.gov/content/sbic-program-overview.

3

4

See Section 6(b)(1) of the Securities Act.

The Commission receives filings through its Electronic Data Gathering, Analysis, and Retrieval
(“EDGAR”) system.

5

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labor-intensive. 6 Filing-fee related information is generally not machine-readable
and the underlying components used for the calculation are not always required to
be reported. 7 The complexity of some transactions or instances in which a filer is
engaged in a number of transactions can make filing fee calculation difficult. Fee
calculations can become complex when issuers attempt to claim fee offsets 8 without
accurately keeping track of previous takedowns or changes in the price or amount of
securities, or attempt to “carry forward” unsold securities from one registration
statement to another. 9 Correcting errors or reconciling inconsistencies in fee
calculations can increase burdens on both the filer and the Commission staff.
Other errors can occur because the filer must disclose certain data elements
relevant to the fee calculation in multiple places. After calculating the required fee, a
filer must manually enter certain data elements relevant to the fee calculation in the
body of the relevant filing, typically on the cover page. Then, during the process of
building the filing on EDGARLink, 10 the filer (or, more typically, its filing agent)

Validation is the process of checking for conformance with certain requirements. For example, we expect
the EDGAR system to automatically validate a fee based on the number of shares registered and maximum
offering price per share by multiplying those amounts by each other and the applicable fee rate.

6

For example, as further discussed below, in connection with a business combination, fee-specific
disclosures of the market value of securities to be received by a registrant or cash to be paid or received by
the registrant are not expressly required to be disclosed even though they affect the fee calculation. See,
infra, note 31.

7

Filers may claim offsets, for example, under Securities Act Rule 457(p) for fees previously paid in
connection with securities offered under a registration statement that remain unsold after the offering’s
completion or termination, or withdrawal of the registration statement subject to specified requirements.

8

Rule 415(a)(6) provides, in general, that under specified circumstances an issuer may include on a new
registration statement unsold securities covered by its earlier registration statement and the offering of
securities on the earlier registration statement will be deemed terminated as of the effectiveness of the new
registration statement.

9

EDGARLink is an online tool, made available by the Commission, used to assemble, validate and submit
filings on EDGAR. As part of submitting the filing, the registrant enters submission data that becomes part
10

8

must manually enter certain data elements into the EDGARLink webpages—
including some information that is already contained in the body of the filing 11—that
becomes part of the filing’s “header.” The fee-related data is thus present in the
EDGAR header, the body of the document being filed, or both. The manual process
of entering the same data elements in more than one place increases the possibility of
filer errors, such as re-keying errors or errors where information is modified in one
location but not the other.
Currently, the Commission staff conducts a manual review of the fee
information for every fee-bearing filing that is filed with the Commission. When
there are discrepancies between fee information appearing in the header and in the fee
table on the cover page of the filing, the staff must resolve the discrepancy and often
has to contact the filer to do so. If adopted, we expect the proposed amendments
would make the fee payment validation process faster and more efficient by enabling
the staff to use automated tools to help validate payment information with respect to
complicated situations, such as when a registrant claims an offset of fees paid with
one or more previous registration statements filed by the registrant or an affiliate. We
also expect that improvements in the payment validation process made possible by the
proposed tagging of the fee table and accompanying information with pre-submission
validation by the filer would provide more certainty to registrants that the proper
filing fee has been paid.

of that filing’s header.
11

Today, some fee-related information may be present in the body but not on the cover page of a filing.

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We propose to amend most fee-bearing forms, schedules and statements 12 to
provide that each fee table, together with related explanatory notes to the fee table,
include all required information for fee calculation in a structured format using Inline
eXtensible Business Reporting Language (“XBRL”).13 The primary benefits of
presenting fee-related information in a structured format would be achieved by:
•

Enabling efficient automated access to and processing of, information
relevant to fee calculation; and

•

Eliminating both the need to enter duplicate fee information in the header
and the possibility of inconsistent fee information between the header and
the body of the filing.

These amendments would improve the filing fee preparation, disclosure, validation,
assessment, and collection processes.
We also propose to add an option for fee payment via ACH, which offers
faster and more accurate fee payment processing through standardized fee payment
identification fields, and to eliminate the option for fee payment via paper checks and
money orders. These amendments are intended to modernize filing fee payment
methods and increase efficiency in processing filing fee payments.
We welcome feedback and encourage interested parties to submit comments
on any or all aspects of the proposed amendments. When commenting, it would be
most helpful if you include the reasoning behind your position or recommendation.
12
See Section II.A.1 regarding the fee-bearing forms we propose to amend and Section II.A.4 regarding
those we do not propose to amend.

Structured data is data that is tagged to make it machine-readable, facilitating its use by investors and
other market participants, such as data aggregators (i.e., entities that, in general, collect, package, and resell
data).

13

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II. PROPOSED AMENDMENTS
A. Fee-Bearing Form Content and Structuring
We propose to require filers to present all filing fee-related information in a
structured format. This would include information that today is included in a textonly format, and some information prepared by filers but the disclosure of which is
currently optional. 14 The preparation, disclosure, validation, assessment, and
collection process would be more effectively automated by facilitating access to and
processing of a broad range of fee calculation-related information, saving filers and
the Commission resources by reducing the need to manually access the relevant data
or confirm it with filers. 15
We believe that structuring the relevant data would greatly enhance the ability
of filers and Commission staff to quickly identify and correct errors, as EDGAR’s
validation functionality would automatically check the structured fee-related
information for internal consistency, including prior to submission of a live filing.
While EDGAR would automatically compute the filing fee due using the structured
data and validate the information submitted by the filer, any validation failures caused
by incorrect structured filing fee-related information would result in a warning to

14

See infra note 31.

The EDGARLink program requires filers to manually enter a limited number of basic fee calculation
components such as amount being registered, proposed maximum offering price per unit or in the aggregate
and, where applicable, offset amount. It then performs a fee rate calculation based on that information.
EDGAR’s fee applications would perform similar calculations using the structured fee-related information
that we are proposing. Eventually, if adopted, this structured information may be used in these fee
applications to confirm that a claimed fee offset is available based on the amount of remaining unsold
securities registered on a prior filing.
15

11

filers and a flag for staff follow-up, but not a suspension of the filing. 16
The specific format we propose to require for the structured data is Inline
XBRL. 17 This format would result in machine-readable data that could then be used
to more effectively automate the filing fee preparation, disclosure, assessment, and
verification processes. Inline XBRL would be a particularly useful method of
structuring fee-related information because: it eliminates the need to tag a copy of
the information in a separate document as under traditional XBRL; 18 Inline XBRL is
consistent with the underlying format of all of the fee-bearing forms we propose to
structure; and it enables automated analytical tools to extract the information sought
wherever it may be located within a filing. 19
The specific proposed form, schedule and related changes are discussed
below.
1. Affected Forms

Currently, if a filing’s header discloses a fee due more than a dollar in excess of the amount available in
the filer’s fee account, the filing is suspended and the filer is notified of the shortage and given the
opportunity to add funds to the fee account or otherwise resolve the issue (e.g., where the header-disclosed
fee due is in error). The system applicable to the structured information proposed to be required would
function similarly.

16

In 2009, the Commission adopted rules requiring operating company financial statements and mutual
fund risk/return summaries to be submitted in an XBRL format entirely within an exhibit to a filing.
Interactive Data to Improve Financial Reporting, Release No. 33-9002 (Jan. 30, 2009) [74 FR 6776 (Feb.
10, 2009)] as corrected by Release No. 33-9002A (Apr. 1, 2009) [74 FR 15666 (Apr. 7, 2009)] (“Operating
Company Financial Statement Tagging Release”). In 2018, the Commission refined the requirement to
provide information in an XBRL format by requiring that, on a phased-in basis, operating company and
mutual fund filers begin to submit this information using the Inline XBRL format, which embeds the
tagged information in the document itself, rather than in an exhibit. See Inline XBRL Filing of Tagged
Data, Release No. 33-10514 (June 28, 2018) [83 FR 40846 (Aug. 16, 2018)] (“Inline XBRL Release”).

17

Inline XBRL allows filers to embed XBRL data directly into a HyperText Markup Language (“HTML”)
document, eliminating the need to tag a copy of the information in a separate XBRL exhibit.
18

In connection with the proposed amendments, the use of the Inline XBRL format would be specified in
the definition of the term “General Interactive Data File” in Regulation S-T and the EDGAR Filer Manual.

19

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We propose to amend Forms S-1, S-3, S-8, S-11, S-4, F-1, F-3, F-4, and F-10
under the Securities Act 20 and Schedules 13E-3,21 13E-4F, 22 14A, 23 14C, 24 TO, 25 and
14D-1F 26 under the Exchange Act (collectively, the “Affected Securities Act and
Exchange Act Forms and Schedules”) to require disclosure, and structuring of all
information necessary to calculate the fee. 27 We also propose to amend Forms N-2, 28

20
These forms are used by operating companies to register offers and sales of securities under the
Securities Act. They differ primarily in regard to issuer and transaction eligibility requirements, and
location and nature of disclosure required.

Rule 13e-3 under the Exchange Act requires an issuer or affiliate to file a Schedule 13E-3 when either
plans to engage in a transaction that could cause the loss of a reporting obligation under the Exchange Act
or loss of a national securities exchange listing with respect to a class of the issuer’s equity securities.

21

Schedule 13E-4F may be filed instead of Schedule TO in order to comply with Rule 13e-4 under the
Exchange Act where a Canadian operating company issuer meeting specified requirements is subject to
Exchange Act reporting requirements and the issuer or, in limited circumstances, an affiliate makes a tender
offer related to a class of the issuer’s equity securities.

22

Schedule 14A is required to be filed by an issuer or other person or entity that solicits proxy authority
with respect to securities registered under Section 12 of the Exchange Act to comply with Rules 14a-3 and
14a-6 under the Exchange Act.
23

Schedule 14C is required to be filed by operating companies to comply with Rules 14c-2 and 14c-5 under
the Exchange Act in connection with corporate actions to be authorized by holders of securities registered
under Section 12 of the Exchange Act where no proxy authorization or consent is solicited on behalf of the
issuer for the corporate action to be taken.
24

Schedule TO is required to be filed by Rules 13e-4 and 14d-3 under the Exchange Act in connection with
a tender offer for a class of an operating company’s equity securities registered under Section 12 of the
Exchange Act (if the tender offer involves a going-private transaction, a combined Schedule TO and
Schedule 13E-3 may be filed with the Commission under cover of Schedule TO).
25

Schedule 14D-1F can be used to satisfy requirements otherwise applicable under Regulations 14D and
14E of the Exchange Act pursuant to Rule 14d-1(b) under the Exchange Act with respect to specified
Canadian operating company tender offer subjects.
26

We propose to similarly amend Exchange Act Rule 13e-1. Rule 13e-1 provides that an issuer that has
received a notice that it is the subject of a tender offer is prohibited from purchasing any of its equity
securities during the tender offer unless the issuer first files a statement with the Commission disclosing
specified information related to the planned purchases and pays a specified fee.
27

Form N-2 is used by all closed-end management investment companies, except SBICs, for filing
registration statements under the Securities Act and under section 8(b) of the Investment Company Act.

28

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N-5, 29 and N-14 30 (the “Affected Investment Company Act Forms”) to require
structuring of such information in Inline XBRL format. We propose to require filers to
structure the fee-related information in the Affected Securities Act and Exchange Act
Forms and Schedules and the Affected Investment Company Act Forms in Inline XBRL
format.
2. Content and Location of Filing Fee Information
Currently, fee-related information is presented primarily on the cover page of
fee-bearing filings but also appears in a submission header. Regardless of where it
appears, however, the information currently required to be disclosed does not
always include all components needed to calculate the fee and, as a result, the
Commission staff may need to contact the filer for more information. 31 We propose
to require the cover page of fee-bearing filings to include all of the information
necessary to calculate the fee, 32 which would expedite staff review of fee

Form N-5 is used by SBICs for filing registration statements under the Securities Act and under section
8(b) of the Investment Company Act.
29

Form N-14 is used by management investment companies and BDCs to register securities to be issued in
certain types of transactions, including certain fund mergers. See General Instruction A to Form N-14 for a
list of the transactions that are required to be registered on Form N-14.
30

31

As previously noted, EDGARLink requires filers to manually enter basic fee calculation components and
then performs a fee rate calculation on that basis. The basic fee calculation components, however, may
themselves be based on calculations using information that is not disclosed. For example, current
Securities Act Rule 457(f) generally requires a business combination transaction fee to be based on, as
applicable, (1) the market value of the securities to be received by the registrant or canceled in the
transaction as established by one of multiple specified methods; (2) cash to be received by the registrant in
connection with the transaction (the amount to be added to the value of the securities to be received by the
registrant or cancelled); and (3) cash to be paid by the registrant in connection with the exchange or
transaction (the amount to be deducted from the value of the securities to be received by the registrant in
connection with the transaction). Yet, neither Rule 457 nor, e.g., Form S-4, commonly used for business
combination transaction registration, expressly requires fee calculation-specific disclosure beyond the title
of each class of securities to be registered, the amount to be registered, the proposed maximum offering
price per unit, and the amount of the registration fee.

32

We propose, however, to amend Rule 424 to permit this fee-related information to appear together

14

calculations, provide more certainty to filers that the proper filing fee has been paid
and reduce burdens on filers that otherwise would need to respond to staff inquiries.
Specifically, the amendments would, as applicable, 33 do so by:
•

Adding a “Reliance on Rule(s)” column to the fee table of the Affected
Securities Act and Exchange Act Forms and Schedules where the filer
would indicate through checkboxes whether it is planning to carry forward
or include an equivalent amount of unsold securities, use a combined
prospectus, offset a fee paid in connection with the same or a prior
transaction or is calculating a fee based on maximum aggregate offering
price by relying on Securities Act Rule 415(a)(6), 429, 34 or 457(b), 35 (o), 36

anywhere within a filing made pursuant to the rule.
Some of the amendments would not affect all of the fee-bearing filings this release addresses. For
example, proposed amendments related to Rule 457(f) would not apply to Form S-8, which is used for
employee benefit plan-related securities offerings, because this form does not involve business combination
or other transactions, which Rule 457(f) addresses. Although fee-bearing filings under the Securities Act
and Exchange Act are used for different types of offerings and transactions, we are proposing that they all
contain the same or highly similar fee table categories to facilitate comparisons and structuring. Additional
tailored disclosure would still be required as applicable.
33

Rule 429 generally provides that where a registrant has filed two or more registration statements, it may
file a single prospectus in its latest registration statement to satisfy applicable requirements for that offering
and any other offering(s) registered on the earlier registration statement(s). Rule 429 also generally
provides that where a registrant does so, the registration statement containing the combined prospectus
becomes, upon effectiveness, a post-effective amendment to any earlier registration statement whose
prospectus has been combined in the latest registration statement. Finally, Rule 429 states that the
registrant must identify any earlier registration statement to which the combined prospectus relates by
setting forth the Commission file number at the bottom of the facing page of the latest registration
statement.

34

35
Rule 457(b) relates to crediting fees paid under one fee provision against those due under another fee
provision for the same transaction.

Rule 457(o) states that a registration fee for a securities offering may be calculated on the basis of the
maximum aggregate offering price of all the securities listed in the calculation of registration fee table and,
in that case, the number of shares or units of securities need not be included in the table.
36

15

or (p) 37 or Exchange Act Rule 0-11(a)(2);38
•

Adding a “fee rate” column to the fee table of the Affected Securities Act
and Exchange Act Forms and Schedules, as well as to the Affected
Investment Company Act Forms;

•

Revising fee tables in Schedules 13E-3 and TO and adding fee tables to
Schedules 13E-4F, 14A, 14C, and 14D-1F to require filers to present basic
fee calculation information in a table; 39

•

Adding or clarifying instructions regarding fee table presentation,
calculations and related disclosure content and presentation 40 in general 41

Rule 457(p) provides that where all or some of the securities offered under a registration statement
remain unsold after the offering’s completion or termination, or withdrawal of the registration statement,
the aggregate total dollar amount of the filing fee associated with those unsold securities may be offset
against the total filing fee due for a later registration statement or registration statements subject to
specified conditions.
37

Rule 0-11(a)(2) also relates to crediting fees paid under one fee provision against those due under another
fee provision for the same transaction.
38

As proposed, the fee tables for Schedules 13E-3, 13E-4F, TO, and 14D-1F would have the column
headings “Title of each class of securities to which transaction applies”, “Transaction valuation”, “Fee
rate”, “Amount of filing fee” and “Reliance on Rule(s)”. Also as proposed, the fee tables for Schedules
14A and 14C would have similar column headings and headings for the number of securities to which the
transaction applies and the per unit price or other underlying value of the transaction computed under Rule
0-11.
39

40

All of the Affected Securities Act and Exchange Act Forms and Schedules would include a proposed fee
table instruction that would require all fee-related disclosure required by the fee table instructions but not
included in the fee table to immediately follow the fee table. See, e.g., proposed Instruction 10 to
Calculation of Registration Fee table of Form S-1.

41

For example, the proposed amendments would add two instructions to the Securities Act forms, as
applicable, that address pre-effective amendments. One would provide that when a registrant increases the
amount of securities of any class to be registered, it must disclose, for each such class, the number of
securities previously registered or, if the filing fee previously paid with respect to that class was calculated
in reliance on Rule 457(o), the maximum aggregate offering price previously registered. As further
discussed in Section II.C, infra, the other would provide that when a registrant has filed a registration
statement for two separate securities and then decides to increase the amount of one security and decrease
the other, it may file a pre-effective amendment to reflect the increase and decrease in the fee table and
reallocate the fees already paid under the registration statement between the two securities.

16

and, in particular, associated with the proposed fee table checkbox
provisions or involving business combination or employee benefit plan fee
calculations related to Rule 415(a)(6), Rule 429, Rule 457(a), (b), (f), (h),
(o), and (p), Rule 0-11(a)(2), and transaction valuation, as applicable, in
regard to the Affected Securities Act and Exchange Act Forms and
Schedules; 42
•

Adding fee table and calculation disclosure requirements to Exchange Act
Rule 13e-1; 43

•

Revising Securities Act Rule 424(g) so that the form of prospectus that
reflects filing fees for pay-as-you-go fee offerings under Rule 456(b) 44 also

All of the Affected Securities Act and Exchange Act Forms and Schedules other than Form F-10
currently are subject to Rule 457, in the case of forms under the Securities Act, or Rule 0-11, in the case of
schedules under the Exchange Act. General Instruction II.B of Form F-10, provides, however, that the
rules comprising Regulation C under the Securities Act, including Rule 457, do not apply to filings on the
form unless expressly referenced. Form F-10 does not expressly reference Rule 457. Instead, it presents its
own fee calculation provisions in General Instructions II.G – II.I. These instructions require payment at the
same rate applicable under Rule 457 and set forth how to calculate the fee in connection with an exchange
offer or business combination. From time to time filings on Form F-10 have raised fee issues that are not
addressed by these instructions. In those cases, the staff generally has resolved these issues by applying
principles derived from otherwise applicable provisions of Rule 457. Consistent with that historic
approach, the proposed amendments would revise General Instruction II.G to make all but paragraph (f) of
Rule 457 expressly applicable to filings on Form F-10. Consistent with the changes proposed to the other
Securities Act forms that require specified information underlying a Rule 457(f) fee calculation, we
propose to add Instructions 2 and 3 to the fee table to Form F-10 to require analogous information
underlying a fee calculation under General Instructions II.H and II.I, respectively.
42

As proposed, the fee table and related instructions to be added to Rule 13e-1 would be substantially
similar to the fee table and related instructions proposed to be present in Schedules 13E-3, 13E-4F, TO, and
14D-1F.
43

Rule 424 generally specifies when an issuer must file a form of prospectus in connection with a securities
offering. Rule 424(g) states that when that filing requirement applies and the form of prospectus operates
to reflect the payment of filing fees for an offering under Rule 456(b) [17 CFR 230.456(b)] of the
Securities Act, the form of prospectus must include on its cover page the calculation of registration fee
table reflecting the payment of those fees. Rule 456(b), in turn, generally provides that under specified
conditions a well-known seasoned issuer that registers securities on an automatic shelf registration
statement may defer a filing fee payment until it is required to file the related prospectus supplement under
Rule 424(b).

44

17

includes all fee information needed for fee calculation and not just the
currently required registration fee table and to permit all of this information
to be located on the prospectus cover page or anywhere else in the filing so
long as it is kept together; 45
•

Revising the instructions to Forms S-3 46 and F-3 47 to provide that:
o Information specified by the proposed term “General Interactive
Data File,” described below, must appear in a prospectus filed under
Rule 424(b) or post-effective amendment rather than a periodic
report that is incorporated by reference into the registration
statement; and
o Each post-effective amendment or final prospectus filed pursuant to
Rule 424(b) to provide required information about a specific
transaction must include the maximum aggregate amount or
maximum aggregate offering price of the securities to which the
post-effective amendment or prospectus relates and each such
prospectus must indicate that it is a final prospectus for the related
offering to assist in calculation of the amount of securities sold; and

We also propose to revise Rule 456(b) to conform it to Rule 424(g) as proposed to be amended. Rule
456(b)(1)((ii) provides that in connection with a deferred fee payment, a filer must place an updated fee
table in a post-effective amendment or on the cover of a prospectus filed under Rule 424(b). As proposed,
Rule 456(b)(1)(ii) would instead require a filer placing the updated fee table in a prospectus to do so in the
manner Rule 424(g) specifies.
45

46

General Instruction II.F of Form S-3.

47

General Instruction II.G of Form F-3.

18

•

Revising the instructions to Forms S-4 48 and F-4 49 to provide that each posteffective amendment or, if permitted, final prospectus supplement filed
under Rule 424(b) to provide required information about a specific
transaction and particular company being acquired, must include the
maximum aggregate amount or maximum aggregate offering price of the
securities to which the post-effective amendment or prospectus relates and
each such prospectus must indicate that it is a final prospectus for the
related offering.

A proposed instruction relating to Rule 429 reliance would require an issuer
relying on that rule to check the related box in the fee table and also require it to disclose
the file number(s) of the earlier effective registration statement(s), and the amount or
maximum aggregate offering price of unsold securities registered on the earlier
registration statement(s) that may be offered and sold using the combined prospectus.
We believe that requiring this information, which would also be subject to structuring
requirements, would enable filers and the Commission staff to better track the amount of
securities sold for which fees have been paid.
For the same reason, we propose to amend the Affected Securities Act and
Exchange Act Forms and Schedules for which Rule 415(a)(6) is potentially available to
require that when the filer relies on that rule, it disclose the amount of securities being
carried forward, expressed in terms of the number of securities, or, if the related filing fee
General Instruction H of Form S-4. We also propose to revise the first sentence of General Instruction H
to conform it to the second sentence and General Instruction F of Form F-4 by replacing the word “or” with
the word “and” where the sentence currently refers to “required information about the type of contemplated
transaction or the company to be acquired.”

48

49

General Instruction F of Form F-4.

19

was calculated in reliance on Rule 457(o), the maximum aggregate offering amount; the
file number of the earlier registration statement; the initial effective date of the earlier
registration statement; and the filing fee previously paid in connection with the unsold
securities being carried forward.50
Also for the same reason, we propose to require those filing Affected Securities
Act and Exchange Act Forms and Schedules or documents under Rule 13e-1 and relying
on Rule 457(b) or Rule 0-11(a)(2) to disclose the dollar amount of the previously paid
filing fee to be offset; the type of filing or form type, file number, and initial filing date of
the earlier registration statement or Exchange Act filing with which the earlier fee was
paid. If the filer is claiming an offset from an earlier Securities Act registration
statement, we also propose to require the filer to provide a detailed explanation of the
basis for the claimed offset.
Rule 457(p) generally requires that a filer claiming an offset from a previous
registration statement add a note to the later registration statement’s fee table stating the
dollar amount of the filing fee previously paid that is offset, the file number of the earlier
registration statement from which the fee is offset, and the name of the registrant
appearing on, and the initial filing date of, the earlier registration statement. To help
assure that the amount of offset the filer seeks to apply is available from the earlier
registration statement, we propose that, in addition, the note would have to disclose the
amount of unsold securities or unsold aggregate offering amount from the prior
registration statement associated with the claimed offset. Finally, we propose to require

50

Rule 415(a)(6) currently requires that a filer using the rule identify on the bottom of the facing page of
the later registration statement the amount of unsold securities being included and any filing fee paid in
connection with those securities,

20

the note to state that the registrant has withdrawn the prior registration statement or
terminated or completed any offering that included the unsold securities associated with
the claimed offset under the earlier registration statement so that it is clear that these
conditions have been met. 51 The requirement would appear in the fee instructions of the
Affected Securities Act and Exchange Act Forms and Schedules and the resulting
disclosure would have to be presented in the proposed structured format.
General Instructions II.F and II.G, of Forms S-3 and F-3, respectively, currently
require that, when information is omitted from certain shelf registration statements at the
time of initial effectiveness, the issuer must provide information about a specific
transaction in a prospectus filed under Rule 424(b), post-effective amendment or periodic
or current report incorporated by reference into the registration statement. The new term
“General Interactive Data File,” that we propose to define in Rule 11 of Regulation S-T,
would specify the information that a filer must structure. 52 We propose to revise Forms
S-3 and F-3 to require that an issuer include any information specified by the term
“General Interactive Data File” in a prospectus filed under Rule 424(b), or post-effective
amendment to avoid extending the filing fee structured information requirements to
periodic and current reports. 53

The proposed changes to Rule 457(p) would not affect the Commission’s position that asset-backed
securities issuers could apply unused fees in connection with a preliminary prospectus filing toward a
future takedown off the same registration statement. See Asset-Backed Securities Disclosure and
Registration, Release No. 33-9638 (Sept. 4, 2014) [79 FR 57184 (Sept. 24, 2014)] as corrected by Release
No. 33-9638A (Nov. 3, 2014) [79 FR 66607 (Nov. 10, 2014)].

51

As discussed in more detail in Section II.A.3, infra, proposed Rule 11 of Regulation S-T would define
the term “General Interactive Data File” as the machine-readable computer code that presents specified feerelated information in Inline XBRL format, as applicable, in the manner provided by the EDGAR Filer
Manual.

52

An issuer otherwise could continue to include transaction-specific information in a periodic or current
report to the same extent it can do so under current provisions.

53

21

We propose to revise the same instructions to Forms S-3 and F-3 to require each
post-effective amendment or final prospectus filed pursuant to Rule 424(b) to provide
required information about a specific transaction to include the maximum aggregate
amount or maximum aggregate offering price of the securities to which the post-effective
amendment or prospectus relates, and to require each such prospectus to indicate that it is
a final prospectus for the related offering. We believe that requiring this information,
which would also be subject to the proposed structuring requirements, 54 would help
enable issuers and the Commission to better track the amount of securities sold under a
registration statement. Such information would make it easier to determine amounts of
unsold securities available to bring forward to a new registration statement under Rule
415(a)(6) and the amount of fees available for offsets under Rules 457(p) and 0-11. We
also believe requiring registrants to indicate that a prospectus is final in a manner subject
to the proposed structuring requirements would help issuers and the Commission identify
the latest date by which filing fees deferred under Rule 456(b) could be paid in
compliance with the rule. 55
General Instructions H and F of Forms S-4 and F-4, respectively, currently require
that when securities are offered in connection with a business combination under Rule

Paragraph (3) of the proposed new term “General Interactive Data File” would expressly require this
information to be structured. Consequently, even if a filer previously filed and structured fee-related
information such as a full fee table and explanatory material in an initial filing, pre-effective amendment, or
filing under paragraph (b) of Rule 424, as applicable, it still would need to structure this information in
such a post-effective amendment or final prospectus.
54

Rule 456(b) permits a well-known seasoned issuer that registers securities offerings on an automatic
shelf registration statement, or registers additional securities or classes of securities thereon, to defer
payment of all or any part of the registration fee to the Commission if the registrant satisfies the conditions
specified in Rule 456(b)(1)(i) and (ii).
55

22

415(a)(1)(viii) 56 and information is omitted at the time of initial effectiveness because it
is impractical to provide, the issuer must provide information about the specific
transaction and company acquired in the prospectus through a post-effective amendment
except that, in the case of Form S-4, under specified circumstances, the issuer could
instead use a prospectus supplement. We propose to revise these instructions to provide
that each post-effective amendment or final prospectus supplement filed to provide
required information about a specific transaction and particular company being acquired
must include the maximum aggregate amount or maximum aggregate offering price of
the securities to which the post-effective amendment or prospectus relates, and each such
prospectus must indicate that it is a final prospectus for the related offering. As with the
analogous amendments proposed for Forms S-3 and F-3, we believe that requiring this
information, which would also be subject to the proposed structuring requirements,
would help issuers and the Commission better track the amount of securities sold under a
registration statement.
Proposed instructions to each fee table required by Rule 424(g) may require the
filer to disclose explanatory information to accompany the fee table, such as cash paid or
received by a registrant in connection with a business combination transaction that is
relevant to fee calculation. As a result, we propose to revise Rule 424(g) to require the
filing to include the fee table and information required by the form instructions to the fee
table, and to require all of this information in a structured format. This proposed
requirement could cause more information to be required on the prospectus cover page
and, as a result, displace information that is more appropriate for the cover page. For this
Rule 415(a)(1)(viii) permits an issuer to register a delayed or continuous offering of securities to be
issued in connection with business combination transactions.
56

23

reason, we also propose to revise Rule 424(g) to permit the fee-related information to
appear anywhere within the prospectus as long as it appears together.
Request for Comment
1. Would the proposed amendments centralize all information needed to calculate fees
on the cover page of a filing (other than a Rule 424(b) prospectus), as intended? If
not, what other amendments would be needed to centralize that information? Is there
other information that we should include in the proposed fee tables and
accompanying disclosure?
2. Would centralizing all information needed to calculate fees facilitate the fee process
for filers? For example, should we add a requirement to disclose the fee rate, as
proposed? Are there additional ways in which we could facilitate the fee process?
3. Instead of making changes to individual forms, schedules, statements, and rules, as
proposed, should we adopt a single rule for common fee requirements and crossreference those provisions in the forms, schedules, statements, and rules?
4. Should we, as proposed, require information specified by the proposed term “General
Interactive Data File” to appear in a prospectus filed under Rule 424(b) or posteffective amendment rather than in a periodic report incorporated by reference into
Forms S-3 and F-3?
5. Should we revise, as proposed, the instructions to Forms S-3 and F-3 to require each
post-effective amendment or final prospectus filed pursuant to Rule 424(b) to provide
required information about a specific transaction to include the maximum aggregate
amount or maximum aggregate offering price of the securities to which the posteffective amendment or prospectus relates and to require each such prospectus to

24

indicate that it is a final prospectus for the related offering? Would requiring this
information, which would also be subject to the proposed structuring requirements
regardless of whether the document contains a fee table or other fee-related
information, enable filers to better track the amount of securities sold pursuant to a
registration statement? Would requiring registrants to indicate that a prospectus is
final in a structured format help issuers and the Commission identify the latest date by
which filing fees deferred pursuant to Rule 456(b) could be paid in compliance with
the rule?
6. Should we similarly revise, as proposed, the instructions to Forms S-4 and F-4?
Would these revisions enable filers and Commission staff to better track the amount
of securities sold pursuant to a registration statement and to identify the latest date by
which filing fees deferred pursuant to Rule 456(b) could be paid in compliance with
the rule?
7. Is there additional information regarding any of the Affected Securities Act and
Exchange Act Forms and Schedules or documents filed pursuant to Rule 13e-1 that
we should require to be disclosed and presented in a structured format to enable better
tracking of the amount of securities sold for which fees have been paid? For
example, should we require an issuer at the time it seeks to carry forward securities or
claim a fee offset to disclose the amount of sold securities or aggregate offering
amount associated with the registration statement from which the carry forward or
offset is claimed? If so, should we also require the issuer to disclose the fee
associated with the amount sold? Do any of these forms, schedules or documents
raise tracking issues that the proposed amendments would not address? Are there

25

certain types of transactions such as shelf offerings that raise tracking issues that the
proposed amendments would not already address?
8. Is the proposed revision to Rule 424(g) to clarify that certain information relevant to
the fee calculation must accompany the fee table appropriate? Should we permit the
fee table and related information required to be in a prospectus to appear anywhere in
the prospectus so long as it is kept together as proposed?
9. Should we, as proposed, require the same fee table for business combination
registration Forms S-4 and F-4 as we do for more generalized Forms S-1, S-3, F-1
and F-3? If not, what format would be preferable and why?
10. With respect to filings other than a Rule 424 prospectus, should we require or permit
each fee table and its related disclosure to appear in a separate exhibit rather than on a
cover page, as proposed? If this information is included in a separate exhibit, should
we require it to be structured in traditional XBRL rather than the proposed Inline
XBRL, or in a different structuring format such as XML?
3. Structuring of Filing Fee-Related Information
To facilitate the filing fee process, we propose to require structuring of all the
fee-related information that would be required on the cover page of the Affected
Securities Act and Exchange Act Forms and Schedules and statements under Rule
13e-1.57 The structuring would be through Inline XBRL format for all of these
filings
The structured information would include each fee table in the Affected Securities

Fee-related information in prospectuses filed under Rule 424 and related to a registration statement under
the Securities Act also would be required to be structured in Inline XBRL regardless of where the feerelated information appears.
57

26

Act and Exchange Act Forms and Schedules and statements under Rule 13e-1, together
with accompanying explanatory disclosure as well as other information specified by the
proposed Rule 11 definition of “General Interactive Data File.” That term would be
defined as the machine-readable computer code that presents the following information,
as required by the applicable rule provision or particular form, statement or schedule, in
Inline XBRL in the manner provided by the EDGAR Filer Manual: disclosure on the
cover page or wherever else permitted related to the calculation of any fee required to be
paid to the Commission in connection with the filing including, without limitation,
disclosure
•

Related to Securities Act Rule 415, 429, 456, 457, or 462 or Exchange Act
Rule 0-11, 14a-6(i), or 14c-5(g);

•

Provided pursuant to a fee table and related instructions under a heading
such as “Calculation of Registration Fee” or any equivalent;

•

Provided pursuant to proposed General Instruction II.F of Form S-3 or
General Instruction II.G of Form F-3 of the maximum aggregate amount or
maximum aggregate offering price of the securities to which a posteffective amendment or final prospectus filed pursuant to Rule 424(b)
relates and, in the case of a final prospectus, the fact that it is a final
prospectus;

•

Provided pursuant to proposed General Instruction H of Form S-4 or
General Instruction F of Form F-4 of the maximum aggregate amount or
maximum aggregate offering price to which a post-effective amendment or,
where permitted, a final prospectus filed pursuant to Rule 424(b) relates

27

and, in the case of a final prospectus, the fact that it is a final prospectus.
Item 601(b)(107) of Regulation S-K, as proposed,58 would require Forms S-1, S3, S-4, S-8, S-11, F-1, F-3, and F-4 to include a General Interactive Data File in the
manner provided by the EDGAR Filer Manual. As proposed, the same requirement
would apply to the following by their terms or, in the case of prospectuses containing
specified fee-related information, by proposed Rule 424(i):
•

Form F-10; 59

•

Prospectuses filed pursuant to paragraph (b) of Rule 424 containing feerelated information specified by the proposed definition of General
Interactive Data File such as the maximum aggregate amount or maximum
aggregate offering price and final prospectus status information that we
propose to require in connection with certain Forms S-3, F-3, S-4 and F-4
regardless of whether a fee payment is due or the prospectus contains a fee
table; 60

•

Statements under Rule 13e-1; 61

As proposed a new row (107) would be added to the exhibit table in Item 601(a) of Regulation S-K and
reference the General Interactive Data File and paragraph (b)(107) would be added to paragraph (b) of Item
601.
58

See proposed paragraph (107) to Part II—Information Not Required to be Delivered to Offerees or
Purchasers of Form F-10.
59

Paragraphs (3) and (4) of the proposed defined term “General Interactive Data File” would expressly
specify that such information is subject to the structuring requirements.
60

61

See proposed paragraph (c) to Rule 13e-1.

28

•

Schedules 13E-3, 62 13E-4F, 63 TO, 64 and 14D-1F; 65 and

•

Fee-bearing Schedules 14A 66 and 14C. 67

Companies that file these documents often already will have experience
structuring Commission documents in Inline XBRL. Issuers that file Forms S-1, S-3, S4, S-8, S-11, F-1, F-3, F-4, and F-10 generally are or will, as a result of the phase-in of
the Inline XBRL requirements or, in some cases, the need to file Exchange Act periodic
and current reports, be required to file their financial statements in Inline XBRL format.
Annual reports on Forms 10-K, 20-F, and 40-F, quarterly reports on Form 10-Q, current
reports on Form 8-K, and reports on Form 6-K under the Exchange Act are or will be
subject to financial statement Inline XBRL requirements. 68 All of these Exchange Act
forms other than Form 6-K also are or will be subject to cover page structuring
requirements. 69 In some instances, companies that file fee-bearing documents that do not
62

See proposed revision to paragraph B of the General Instructions of Schedule 13E-3.

See proposed revision to paragraph A.(1) of Part II (Filing Instructions and Fees) of the General
Instructions of Schedule 13E-4F.

63

See proposed paragraph 6 to the Instructions Regarding the “Calculation of Registration Fee” Table
(“Fee Table”) of Schedule TO.

64

See proposed paragraph 6 to the Instructions Regarding the “Calculation of Registration Fee” Table
(“Fee Table”) of Schedule 14D-1F.

65

See proposed paragraph 6 to the Instructions Regarding the “Calculation of Registration Fee” Table
(“Fee Table”) of Schedule 14A.

66

See proposed paragraph 6 to the Instructions Regarding the “Calculation of Registration Fee” Table
(“Fee Table”) of Schedule 14C.

67

For a general discussion of the financial statement tagging requirements applicable to Securities Act and
Exchange Act forms, see Operating Company Financial Statement Tagging Release and the Inline XBRL
Release, supra, note 17.
68

For a general discussion of the Exchange Act report cover page tagging requirements, see FAST Act
Modernization and Simplification of Regulation S-K, Release No. 33-10618 (March 20, 2019) [84 FR
12674 (Apr. 2, 2019)] (“FAST Act Adopting Release”) as corrected at 84 FR 13796 (Apr. 8, 2019) and
FAST Act Modernization and Simplification of Regulation S-K; Correction, Release No. 33-10618A (Aug.
69

29

currently require Inline XBRL, but would under the proposed amendments, already
would have experience filing their financial statements and Exchange Act cover page
information in Inline XBRL format. 70
Additionally, we propose to structure the information in each fee table of the
Affected Investment Company Act Forms. More specifically, we are proposing to
structure in Inline XBRL format all of the data in the fee table of Forms N-2, N-5, and N14, which is titled “Calculation of Registration Fee Under the Securities Act of 1933” in
each form. This requirement would be implemented through our proposed amendments
to Rule 405 of Regulation S-T,71 as well as our proposed amendments to the General
Instructions to Forms N-2, N-5, and N-14. Unlike most of the companies filing the
Affected Securities Act and Exchange Act Forms and Schedules, some of the investment
companies filing the Affected Investment Company Act Forms may not have experience
structuring Commission documents in Inline XBRL. 72 We would therefore expect those
investment companies to incur certain transition costs associated with preparing and
reviewing their initial Inline XBRL submissions and we are requesting comment to elicit
more information in this regard.
Request for Comment
6, 2019) [84 FR 39966 (Aug. 13, 2019)] (collectively, “FAST Act Release”).
70

For example, an issuer filing a Schedule 13E-3 with regard to itself already would be subject to reporting
obligations under the Exchange Act and, as a result, very likely already be subject to Inline XBRL financial
statement and cover page structuring requirements.

71

See proposed Rules 405(b)(3), (4), and (5).

The Commission also proposed structured data requirements for BDCs and registered closed-end
investment companies, although that proposal did not include structuring the filing fee-related information
contained in Form N-2. See Offering Reform Proposing Release, supra, note 1. We are currently
proposing amendments to Rule 405 and General Instruction H to Form N-2 that parallel certain
amendments proposed in the Offering Reform Proposing Release. Our current proposal includes only those
parallel amendments necessary to implement the Inline XBRL framework for filing fee-related information.

72

30

11. Should filers be required to structure all filing fee-related information, as proposed?
Should we instead require structuring of only a subset of filing fee information? If so,
what subset should that be?
12. Would structuring all filing fee-related information affect the ease and accuracy of the
filing fee process as we intend?
13. Should a filer, as proposed, be required to structure information in a non-fee
bearing Form S-3, F-3, or S-4 final prospectus filed pursuant to Rule 424 when it
omits a fee table but contains specified fee-related information such as maximum
aggregate amount or maximum aggregate offering price that we propose to require?
14. Is Inline XBRL the most appropriate structuring format for all filing fee-related
information? Is there another structuring format such as XML that would be better
in general or particular circumstances? Are there changes we should consider
making to the proposed amendments to provide additional flexibility to address
future advances in related technology? For example, should our rules specify that
information must be provided in a structured data format, but the type of
structuring format would be specified by the Commission elsewhere, such as in a
separate update to the EDGAR Filer Manual? Would such an approach provide
additional flexibility to address future advances in technology?
15. Would it be valuable to filers, if we require filing fee information to appear in
Inline XBRL or another format, to have a pilot program, or test period, before
compliance is required? If so, how long should such a pilot program or test period
last?
16. Should we require natural persons and private entities filing certain forms such as

31

Schedule TO or Schedule 14A to structure filing fee-related information in Inline
XBRL format, as proposed?
17. Is there any additional information in the Affected Investment Company Act Forms
that should be structured to assist registrants and the Commission with the
calculation of fees?
18. Should we instead allow or require information in the Affected Investment
Company Act Forms to be structured in a format other than Inline XBRL since they
may not have experience with Inline XBRL? For example, should we permit XML
structuring, consistent with our separate proposal to structure Form 24F-2?
19. Rather than requiring funds to structure data in the Affected Investment Company
Act Forms as proposed, should we require them to provide the structured data on
another form, such as Form N-CEN?
4. Scope of Proposed Amendments
The proposed content and structuring amendments described in Sections II.A.2
and II.A.3 above would apply to the Affected Securities Act and Exchange Act
Forms and Schedules and documents filed under Rule 13e-1. These amendments
would not apply, however, to Forms SF-1, 73 SF-3, 74 S-20, 75 F-6, 76 F-7, 77 F-8, 78 and

73

17 CFR 239.44.

74

17 CFR 239.45.

75

17 CFR 239.20.

76

17 CFR 239.36.

77

17 CFR 239.37.

78

17 CFR 239.38.

32

F-80 79 under the Securities Act or foreign government registration statements filed
pursuant to Schedule B of the Securities Act 80 even though all of these are feebearing documents. Relatively few of these documents are filed with the
Commission and the issuers that file them may not otherwise be subject to
Commission structuring requirements.
Asset-backed securities (“ABS”) issuers are required to file on Forms SF-1
and SF-3 and, as a result, may be subject to Commission requirements to structure
information in XML. 81 We estimate that during calendar year 2018, 21 of 51 unique
filers of at least one Form SF-1 or SF-3 were subject to the XML requirement. ABS
issuers are not subject to financial statement structuring requirements. 82
Although some ABS issuers already are subject to XML structuring
requirements, we are not proposing to require any ABS issuers to structure feerelated information in XML. A filer structuring fee-related information in XML
must enter it twice – once in HTML and once in the XML document. As previously
noted, the manual process of entering the same data elements in more than one place
increases the possibility of filer errors, such as re-keying errors or errors where

79

17 CFR 239.41.

80

15 U.S.C. 77aa.

Item 7(a) of Part I of each form requires the issuer to disclose the information required by Item 1111 of
Regulation AB (17 CFR 229.1111). Item 1111(h) requires the issuer to file an “Asset Data File” when the
offering is based on an asset pool including residential mortgages, commercial mortgages, automobile loans
or leases, debt securities, or resecuritizations of ABS. Rule 11 of Regulation S-T defines the term “Asset
Data File” as the machine-readable computer code that presents information in XML pursuant to Item
1111(h).
81

See Inline XBRL Release, supra note 17, at n. 6 (In reference to the main discussion text statement that
operating companies are required to provide financial statements in structured format, the release states that
“Operating companies do not include . . . asset-backed issuers [citation omitted].”).

82

33

information is modified in one location but not the other. As also previously noted,
the primary benefits of presenting fee-related information in a structured format
would be achieved, in part, by eliminating both the need to enter duplicate fee
information and the possibility of inconsistent fee information between different
parts of the filing. 83
Due to these factors, we believe that the potential gains from extending the
content and structuring amendments to these documents would not warrant the
burdens that would be required.
Request for Comment
20. Should we apply the proposed filing fee content and structuring requirements to the
proposed filing types? Instead, should the proposed content requirements,
structuring requirements or both apply to more or fewer types of filings? Which
ones?
21. Specifically, should we apply the proposed content amendments, structuring
amendments or both to any or all of Forms SF-1, SF-3, S-20, F-6, F-7, F-8, and F80 and registration statements filed pursuant to Schedule B? Would the gains from
extending these amendments to any of these documents warrant the effort that
would be required of their filers?
22. In particular, should we require ABS issuers to structure fee-related information in
Forms SF-1 and SF-3 and related prospectuses filed pursuant to Rule 424? If so,
should we require ABS issuers to use the XML format, similar to the format of the
Asset Data File some are required to file pursuant to Item 1111(h) of Regulation
83

See supra Section I.

34

AB? Alternatively, should we require them to structure the information in Inline
XBRL format so that a consistent format is used for fee-tagging across all feebearing forms? Would it be more or less burdensome on asset-backed issuers to
structure the information in Inline XBRL rather than XML?
23. Are there other Investment Company Act forms, in addition to the Affected
Investment Company Act Forms, that should include structured information to
assist with the calculation of fees?
24. Should application of the proposed structuring requirements depend upon whether
the filer already is or, as a result of a filing will be, required to comply with Inline
XBRL, XML or other structuring requirements under our rules, such as those
imposed on operating company financial statements under, for example, Item
601(b)(101) of Regulation S-K or fund risk/return summaries under, for example,
Form N-1A and related rules under Regulation S-T? 84
5. Transition Period
The proposed structuring requirements would be phased in over time as
follows but compliance with the other proposed requirements would be mandatory
upon the requirements’ effectiveness:
Filer

Compliance Date

Large accelerated filers
Accelerated filers
All other filers, including all investment
companies filing reports on Forms N-2,
N-5, and N-14
84

Filings submitted on or after 18 months
after the requirements’ effectiveness
Filings submitted on or after 30 months
after the requirements’ effectiveness
Filings submitted on or after 42 months
after the requirements’ effectiveness

See General Instruction C.3.(g) to Form N-1A; Rule 405 of Regulation S-T.

35

We believe that this approach would facilitate the transition of filers to the
structuring requirements that would apply to filing fees and related information. It is
intended to ease the cost of transition for smaller filers and filers that have not previously
been required to provide filings using Inline XBRL. 85 Because any fixed cost of initial
transition would disproportionately burden smaller filers, this approach would give these
filers time to develop related expertise, as well as the opportunity to benefit from the
experience of larger filers with the structuring requirements. The proposed phase-in
might also provide filing agents and software vendors whose main customers are smaller
filers with additional time to develop the needed technology and related expertise. Filers
would be permitted to file the structured information prior to the compliance date for
their category.
Request for Comment
25. Should we adopt a phase-in schedule for the implementation of the structuring
requirements for filing fee-related information, as proposed?
26. Would the proposed phase-in schedule allow sufficient time for vendors and filers
to develop and efficiently apply the technology needed to comply? If not, what
schedule would better provide the time needed?
27. Are there other factors besides filer size that we should use for purposes of a phasein schedule? Which ones?

All large accelerated and accelerated filers and, most likely, all other operating company filers subject to
financial statement XBRL format requirements will be phased in to the Inline XBRL format requirements
for this information by the time they would be required to comply with the proposed fee-related
information structuring requirements. For the related phase-in schedule, see the Inline XBRL Release.
Investment companies filing reports on Forms N-2, N-5 and N-14, however, have not been subject to
Commission-based XBRL requirements.
85

36

B. Fee Payment Process
We propose to amend Rule 202.3a of the Commission’s Informal and other
Procedures as well as Rule 111 under the Securities Act, Rule 0-9 under the
Exchange Act and Rule 0-8 under the Investment Company Act to add the option for
payment of filing fees via ACH. 86 We also propose to eliminate the option for
payment of these fees via paper checks and money orders.
Currently, filing fees are paid through the U.S. Treasury designated lockbox
depository and may be paid by wire transfer, paper check, or money order. 87 The
amendments we are proposing would add the option for fee payment via ACH 88 and
eliminate the option for fee payment via paper checks and money orders. Under the
proposed amendments, filers would have two payment options: wire transfer or
ACH. Paying by ACH would not, for the most part, require a processing fee, as wire
payments do, and thus, would typically provide a lower cost alternative to wire
payment. At the same time, ACH payments would require fields—including the
Central Index Key (or “CIK”) field used to identify EDGAR filers—in the specified
proper format and, as a result, reduce the need for manual re-routing of fee
The proposed amendments also would revise Rule 13 under Regulation S-T to reflect the fact that
payments would be permitted via ACH. In addition, the proposed amendments would revise Item 9 of
Form 24F-2 to replace “Mail or other means” with “ACH” as a registration fee delivery option.

86

Rule 202.3a under the Commission’s Informal and Other Procedures provides instructions for the
payment of filing fees (e.g., where to direct a wire transfer). As to checks and money orders, it provides
that filers may use a certified check, bank cashier's check, United States postal money order, or bank
money order pursuant to specified procedures.

87

88
A fee is paid via ACH by electronically transmitting it through the ACH Network’s “batch processing
system in which financial institutions accumulate ACH transactions throughout the day for later batch
processing.” See What is ACH? Quick Facts About the Automated Clearinghouse (ACH) Network at
https://www.nacha.org/news/what-ach-quick-facts-about-automated-clearing-house-ach-network (retrieved
October 22, 2019). For example, a consumer initiating a payment through a bank account to pay a debt is
making a payment via ACH.

37

payments. 89 Eliminating the options for filers to pay fees by paper check or money
order would impose very little burden on filers in the aggregate because these
payment methods historically have represented less than one percent of the number
and dollar value of fee payments the Commission receives. 90 Filers who switch from
checks to wire or ACH payments would have faster settlement times. This switch
also would lower Commission processing costs in part by eliminating the
Commission’s need to maintain a separate lockbox to process these payments.
We understand that foreign filers sometimes have difficulty paying by wire
transfer and would not be able to pay by ACH unless they have a U.S. bank account.
The main issues foreign filers encounter with wire transfers are lack of knowledge of
some U.S.-specific processes and longer processing times. Foreign filers often use
the “SWIFT” code transfer system but our bank does not accept it.91 When that
occurs, our bank does not receive the payment and it ultimately returns to the sender
institution. In cases where foreign filers are unfamiliar with the U.S. American
Bankers Association (“ABA”) routing number convention, our staff advises the filer
to escalate the matter within its bank to a person more familiar with the international
wire process.
Overall, these amendments would increase efficiency and reduce burdens in

The Commission would neither obtain nor retain any personally identifiable information (i.e., banking or
routing information) from filers using the ACH payment method.
89

Filing fees paid by check constituted less than one percent of the number and dollar value of filing fee
payments the Commission received during its fiscal year ended Sept. 30, 2018.
90

The Society for Worldwide Interbank Financial Telecommunications (“SWIFT”) publishes business
identifier codes that are an international standard for identification of institutions within the financial
services industry. See BIC at https://www2.swift.com/sitesearch/#/?q=BIC (retrieved October 22, 2019).

91

38

processing filing fee payments.
Request for Comment
28. Would adding the option for payment via ACH, as proposed, make the filing fee
payment process more efficient and accurate and less costly for filers?
29. Are there other forms of payment we should provide as options? If so, which
one(s) and why?
30. Would our proposal to eliminate the option to pay filing fees by paper check or
money order create difficulties for any filers, particularly individuals and small
entities? Should we instead retain the option to pay filing fees by paper check or
money order?
31. Do foreign filers encounter filing fee payment difficulties in addition to those we
have identified? If so, what are they? Are there changes we should consider
making to the proposed amendments to better facilitate these payments?
32. Should we consider a transition period for these proposed amendments?
C. Fee Offset Amendment
The Commission proposes to permit registrants to reallocate previously paid fees
between two or more classes of securities included on a registration statement, prior to
effectiveness. 92 Specifically, the Commission proposes that, in cases where a registrant
92

The proposed amendment is consistent with Securities Act Rules Compliance and Disclosure
Interpretation (CDI) 640.01. The CDI provides that when a registrant has filed a registration statement for
two separate securities and then wishes to increase the amount of one security and decrease the other, the
registrant can file a pre-effective amendment to reflect such increase and decrease in the calculation of
registration fee table and reallocate the fees already paid under the registration statement between the two
securities. The CDI represents the views of the staff of the Division of Corporation Finance. It is not a rule,
regulation, or statement of the Commission. Furthermore, the Commission has neither approved nor
disapproved its content. The CDI, like all staff guidance, has no legal force or effect: it does not alter or
amend applicable law, and it creates no new or additional obligations for any person.

39

has not relied on Rule 457(o) to calculate a required filing fee and wishes to increase the
amount registered of one or more classes of securities on the registration statement and
decrease the amount registered of one or more other classes on the same registration
statement, the registrant may, on the pre-effective amendment, calculate the total filing
fee due based on the then-current expected offering amounts, offering prices, and fee
rates, and rely on Rule 457(b) to apply, as a credit against the current total fee due, the
amounts previously paid in connection with the registration statement.
Currently, registrants that rely on Rule 457(o) to calculate required filing fees
need only pay a fee with any pre-effective amendment if there is an increase to the
maximum aggregate offering price for all of the securities listed in the fee table
combined. Rule 457(a), on the other hand, for example, requires a registrant to pay an
additional filing fee with any pre-effective amendment in which the registrant seeks to
increase the amount of any class of securities to be offered, and prohibits refunds once a
registration statement is filed. Accordingly, Rule 457(a) would require a registrant
increasing the amount of securities registered of one class and decreasing the amount of
securities registered of another class, to pay an additional fee based on any increased
offering amount for the first class even though it may have effectively overpaid for the
decreased offering amount of the second class. Rule 457(b), however, provides that a
“required fee shall be reduced in an amount equal to any fee paid with respect to such
transaction pursuant to . . . any applicable provision of this section.” This provision
allows registrants to offset fees paid with a class of securities where the offering amount
has been reduced against additional fees due in connection with an increase in offering

40

amount of another registered class.
To aid in administering the rule and to simplify the process for registrants, we
propose to adopt form instructions that would permit a registrant claiming such an offset
to recalculate the fee due for the registration statement in its entirety and claim an offset
pursuant to Rule 457(b) in the amount of the filing fee previously paid in connection with
the registration statement. 93 As fee calculations and tracking of available offsets can
become complex depending on how many classes of securities are involved and how
frequently the registrant changes the registered amount, we are proposing to require any
registrant not relying on Rule 457(o) that seeks to offset fees based on concurrent
increases and decreases in registered classes to recalculate the fee for the entire
registration statement, including all registered classes, using the then-current offering
amounts, price per unit and filing fee rates.
This fee offset procedure would be limited to situations where a registrant seeks
to concurrently increase the amount of one class and decrease another. It would not be
available in situations where a registrant seeks only to decrease or only to increase the
amount of any class of registered securities, or to add a class of securities to the
registration statement.
We propose to limit the availability of this instruction to registrants that have
not previously calculated their required filing fee in reliance on Rule 457(o), as Rule
457(o) already provides registrants sufficient flexibility to pre-effectively reallocate
the offering amounts of each registered class without incurring additional filing fees. 94
93

See, e.g., proposed Instruction 4 to Calculation of Registration Fee table of Form S-1.

94

We remind registrants that if they originally pay a fee under Rule 457(a) and file an amendment that

41

Request for Comment
33. Should we add an instruction to provide that a registrant relying on Rule 457(a) to

calculate a required filing fee that increases the amount of one or more classes of
securities registered and decreases the amount registered of one or more other classes,
may, on the pre-effective amendment, calculate the total filing fee due based on the
then-current expected offering amounts, offering prices, and fee rates, and rely on
Rule 457(b) to apply, as a credit against the total fee due, the amounts previously paid
in connection with the registration statement?
34. Should we revise the proposed pre-effective reallocation instruction to also address

the situation where a registrant switches from relying on Rule 457(a), for example,
to Rule 457(o) or vice versa?
35. Should the pre-effective reallocation instruction, as proposed, require the registrant

to recalculate the required fee for the entire registration statement at the thencurrent expected offering prices and using the then-current fee rate, even if the
offering amount for one or more classes of securities included on the registration
statement does not change?
36. Should we revise the proposed pre-effective reallocation instruction to permit its

use regardless of whether the increase to the amount registered of one or more
classes of securities on the registration statement and the decrease to the amount
registered of one or more other classes on the same registration statement occur at
the same time?

increases the amount of securities to be offered but not the maximum aggregate offering price, they can
recalculate the fee under Rule 457(o), but they cannot get a refund if the amount of fees paid under Rule
457(a) exceeds that due under Rule 457(o).

42

37. Should we revise Rule 457(b) to effectively duplicate the proposed pre-effective

reallocation instruction instead of or in addition to that proposed instruction?
D. Technical and Other Clarifying Amendments
Finally, we propose to make certain technical, conforming changes and other
clarifying amendments.
First, we are proposing amendments to consolidate fee-related instructions in the
instructions to the fee tables as follows:
•

Instructions 4 and 5 to the proposed fee table of Form S-3 would replace current
General Instructions II.D and II.E, respectively;

•

Instructions 4 and 5 to the proposed fee table of Form F-3 would replace current
General Instructions II.C and II.F, respectively;

•

Instruction 5 to the proposed fee table of Form S-4 would replace current General
Instruction J; and

•

Instruction 5 to the proposed fee table of Form F-4 would replace current General
Instruction D.3.

In each case, the proposed instruction to the fee table would be substantively equivalent
to the General Instruction it would replace except as described immediately below. 95
Second, we are proposing to add to instruction 4 of the proposed fee table of
Form S-3 (as the successor to General Instruction II.D) a reference to General
Instruction I.B.6 and, similarly, amend Form S-3 General Instruction II.F to add a
reference to General Instruction I.B.6. The proposed amendments would similarly add

Current General Instructions II.D and II.C of Forms S-3 and F-3, respectively, could apply to a wellknown seasoned issuer regardless of whether it is filing an automatic shelf registration statement as long as
it is not electing to defer payment of fees. Instruction 4 of the proposed fee tables to Forms S-3 and F-3
would so clarify.

95

43

to instruction 4 of the proposed fee table of Form F-3 (as the successor to General
Instruction II.C) a reference to General Instruction I.B.5 and revise Form F-3 General
Instruction II.G by adding a reference to General Instruction I.B.5. The proposed
amendments would clarify that offerings made pursuant to General Instruction I.B.6 on
Form S-3 and General Instruction I.B.5 on Form F-3 are eligible for universal shelf
registration.
Form S-3 General Instruction II.D generally addresses fee calculation and
presentation where two or more classes of securities are registered on the form under
General Instruction I.B.1 96 or I.B.297 to be offered on a continuous or delayed basis
pursuant to Rule 415(a)(1)(x) 98 under the Securities Act where the form does not go

General Instruction I.B.1, in general, addresses offerings by an issuer of its own securities (primary
offerings) and offerings of outstanding securities on behalf of others where the aggregate market value of
the issuer’s voting and non-voting equity securities held by non-affiliates (public float) is $75 million or
more.
96

97
General Instruction I.B.2 covers primary offerings of non-convertible securities other than common
equity by an issuer meeting one of several specified requirements relating to its securities issued or
outstanding or its relationship to a well-known seasoned issuer. Rule 405 under the Securities Act (17 CFR
230.405) defines a well-known seasoned issuer as, in general, a company that meets the requirements of
General Instruction I.A of Form S-3 or its comparable foreign issuer-related counterpart Form F-3 and
either has a public float over $700 million or has issued above a specified amount of non-convertible noncommon equity securities. The rule also defines as a well-known seasoned issuer an issuer that has a
specified relationship to an issuer meeting these requirements.

Offerings under Rule 415(a)(1)(x) are sometimes referred to as “shelf offerings” because securities can
be offered (i.e., taken down from the shelf) over time and from time to time. Such offerings typically
involve the initial filing of a registration statement that goes effective with what is generally known as a
base prospectus that provides certain general information and omits detailed information up to the extent
permitted by Rules 430A and 430B under the Securities Act. 17 CFR 230.430A and 430B. Rule 430A
permits operating company registration statements to initially omit certain information related to pricing
and underwriting subject to meeting specified conditions including providing the information later through
a form of prospectus filed under Rule 424(b) or in a post-effective amendment. Rule 430B permits
operating company registration statements for offerings under Rule 415(a)(1)(x) that do not go effective
automatically to initially omit information that is unknown or not reasonably available to the issuer subject
to specified conditions including providing the information later through a prospectus filed under Rule
424(b), post-effective amendment or, if permitted by the applicable form, a periodic or current report that is
incorporated by reference. The registrant typically provides details of a particular offering (takedown) later
in a prospectus filed under Rule 424(b), post-effective amendment or periodic or current report that is
incorporated by reference.
98

44

effective automatically. 99 The introductory text of General Instruction I.B provides that
a registrant meeting the registrant requirements of General Instruction I.A may register
on Form S-3 any of the security offerings described in General Instructions I.B.1
through I.B.6. 100
Form S-3 General Instruction II.F basically provides that when securities are
registered under General Instructions including, among others, I.B.1, that are eligible
for offering under Rule 415(a)(1)(x), information need only be furnished as of the date
of initial effectiveness of the registration statement to the extent required by Rules
430A and 430B under the Securities Act and that the issuer is permitted to provide the
rest of the information later in a prospectus, post-effective amendment, or periodic or
current report incorporated by reference into the registration statement.
The Commission adopted Form S-3 General Instruction I.B.6 to allow
companies with less than $75 million in public float to register primary offerings of
their securities on Form S-3 provided they meet the other registrant eligibility
requirements of General Instruction I.A, have a class of common equity securities listed
and registered on a national securities exchange, do not exceed specified securities sale
volumes, and are not shell companies 101 nor have been shell companies for at least 12

99

17 CFR 230.415(a)(1)(x).

General Instruction I.A generally requires a registrant to have been subject to Exchange Act reporting
requirements for at least 12 months, timely filed required reports during that period, made required
dividend and material debt and lease payments over a specified period and satisfied its electronic filing and
tagging requirements.

100

Rule 405 defines a shell company, in general, as a registrant that has no more than nominal operations
and either no more than nominal assets; only cash and cash equivalent assets; or only nominal assets in
addition to cash and cash equivalent assets.
101

45

months. 102 The Commission intended the instruction not only to enable eligible issuers
to engage in primary offerings on Form S-3 but to enable them, in general, to offer
securities on a continuous or delayed basis pursuant to Rule 415(a)(1)(x) 103 and register
two or more classes of securities and specify the classes and terms on an as-offered
basis (i.e., a universal shelf registration statement). 104
Because Form S-3 General Instruction I.B.6 is intended to operate in a manner
similar to that of General Instruction I.B.1 regarding a registrant’s eligibility to offer
securities on a continuous or delayed basis pursuant to Rule 415(a)(1)(x) and to file a
universal shelf registration statement, we propose to add to instruction 4 of the
proposed fee table of Form S-3 (as the successor to General Instruction II.D) a
reference to General Instruction I.B.6 and revise Form S-3 General Instruction II.F by
adding a reference to General Instruction I.B.6. We similarly propose to add to
instruction 4 of the proposed fee table of Form F-3 (as the successor to General
Instruction II.C) a reference to General Instruction I.B.5 and revise Form F-3 General
Instruction II.G by adding a reference to General Instruction I.B.5 because these
instructions are analogous to Form S-3 General Instructions II.D, II.F and I.B.6,

102

See Revisions to the Eligibility Requirements for Primary Securities Offerings on Forms S-3 and F-3,
Release No. 33-8878 (Dec. 19, 2007) [72 FR 73534 (Dec. 27, 2007)] (the “Expanded S-3/F-3 Eligibility
Release”).

Securities may be registered for an offering to be made on a continuous or delayed basis in the future
under Rule 415(a)(1)(x) if, in general, they are registered or qualified to be registered on Form S-3 or F-3.
Note 6 to General Instruction I.B.6 states that “A registrant’s eligibility to register a primary offering on
Form S-3 pursuant to General Instruction I.B.6 does not mean that the registrant meets the requirements of
Form S-3 for purposes of any other rule or regulation apart from Rule 415(a)(1)(x).”
103

See the Expanded S-3/F-3 Eligibility Release, supra, note 102, at Section I.B.2 Example D (The
example begins “Pursuant to new General Instruction I.B.6, a registrant with a public float of $48 million
files a Form S-3, which the registrant intends to use as a universal shelf registration statement to sell up to
$100 million of debt or equity securities, or a combination of both at any time or from time to time.”)

104

46

respectively.
Third, the proposed amendments would revise Rule 0-11 under the Exchange
Act to clarify and update it. Questions have arisen from time to time about the interplay
between paragraph (a)(2) of Rule 0-11, providing that “[o]nly one fee per transaction is
required to be paid,” and paragraph (a)(3), providing that if, after an initial fee payment,
the aggregate consideration offered is increased, an additional fee based on the increase
is due. Some have misunderstood the “one fee” language to mean that no additional fee
can be required under paragraph (a)(3) once an initial fee has been paid. 105 We propose
to clarify paragraph (a)(2) by removing the sentence containing the “one fee” language.
The proposed amendment would also have the effect of making paragraph (a)(2)
consistent with Rule 457(b), which does not have the “one fee” language and is
essentially the Securities Act fee rule analogue to paragraph (a)(2). 106
To help avoid confusion and erroneous fee calculations, the proposed
amendments also would replace the superseded fee rates listed in Rule 0-11 with

The two provisions, however, operate in harmony and one does not nullify the other. The “one fee”
language is followed in paragraph (a)(2) by language to the general effect that a required fee under Rule 011 is reduced by any fee paid in regard to the same transaction under the Securities Act or Exchange Act
and any fee due under the Securities Act is reduced by any payment in regard to the transaction under the
Exchange Act. The “one fee” language means that only one fee applies to a given transaction amount but
portions of the total fee due may be assessed, depending on the facts and circumstances, on different but
related flings. The language does not prevent an additional fee from being due to the extent of an increase
in the transaction amount consistent with paragraph (a)(3). See Filing Fees for Certain Proxy and
Information Filings Tender Offers, Mergers and Similar Transactions, Release No. 33-6617 (Jan. 9, 1986)
[51 FR 2472 (Jan. 17, 1986)] (“Paragraph (a)(3) of Rule 0-11 provides that an increase in the aggregate
consideration offered triggers an additional filing fee based upon the amount of the increased consideration.
This additional fee is applicable whether the increased consideration is the result of an increase in the
amount of securities sought or an increase in the per share consideration.” (footnote omitted)).
105

Similarly, we propose to amend Rule 13e-1(b) to clarify that the filer must pay the fee required by Rule
0-11 not only when it files the initial statement, but when it files an amendment for which an additional fee
is due. Neither of these of these proposed amendments would affect a filer’s ability to claim a fee offset
based on earlier fee payments in connection with the same transaction.
106

47

references to rates determined under Sections 13(e) and 14(g) of the Exchange Act, 107
which the Commission sets and announces yearly. 108 For the same reasons, the
proposed amendments also would add the term “aggregate of” to clarify where a sum is
required, 109 replace “or” with “and” where two or more types of consideration could be
involved at the same time 110 and add the term “as applicable” where appropriate
consistent with the fact that not all types of consideration referenced may be
involved. 111
Request for Comment
38. Should we consolidate in the instructions to the fee tables the specified current feerelated General Instructions in Forms S-3, F-3, S-4 and F-4 as proposed?
39. Should we replace specified fee rates with the reference to the fee rates the
Commission sets annually and otherwise revise Rule 0-11, as proposed?
40. Would the proposed technical and clarifying amendments help make compliance
easier? Are there other ways we could better achieve the same result?
E. Request for Comment
We request and encourage any interested person to submit comments on any
aspect of the proposal, other matters that might have an impact on the amendments
and any suggestions for additional changes. Comments are of greatest assistance to
107

See proposed Rule 0-11(b), (c)(1) and (2), and (d).

See e.g., Order Making Fiscal Year 2020 Annual Adjustments to Registration Fee Rates, Release No.
33-10675 (Aug.23, 2019) [84 FR 45601 (Aug. 29, 2019)].
108

109

See proposed Rule 0-11(c)(1).

110

See proposed Rule 0-11(c)(1) and (d).

111

See proposed Rule 0-11(c)(1), (c)(2) and (d).

48

our rulemaking initiative if accompanied by supporting data and analysis, particularly
quantitative information as to the costs and benefits, and by alternatives to the
proposals where appropriate. Where alternatives to the proposals are suggested,
please include information as to the costs and benefits of those alternatives.
III. ECONOMIC ANALYSIS
This section analyzes the expected economic effects of the proposed
amendments relative to the current baseline, which consists of the existing fee
assessment and collection practices and the related regulatory framework and
disclosure requirements. As discussed above, the current process by which issuers
submit—and the Commission reviews, verifies, and processes—filing fees is highly
manual and labor-intensive. We propose to require that all information needed for
fee calculation be disclosed in the body of the filing and that these disclosures be
structured in the Inline XBRL format. This would allow greater automation of the
fee calculation and payment process, thereby saving filer resources and facilitating
the Commission’s assessing and collecting fees.
In addition, we propose to update filer payment options by adding ACH as a
new payment option and eliminating the paper check and money order options. The
introduction of ACH might be beneficial for filers since this electronic payment
option does not require filers to pay a processing fee, decreases the possibility of a
payment error, and has a faster settlement time than paper checks.
Finally, we propose to permit filers to reallocate previously paid fees across

security classes in case they seek to increase the amount of one class and decrease
another in the same registration statement. Specifically, the filers may calculate the total

49

fee due based on the then-current expected offering amounts, offering prices, and fee
rates and rely on Rule 457(b) to apply the previously paid fees against the total fee due.
Filers should benefit from the additional flexibility.
Upon effectiveness, the efficacy of the proposed amendments may be
discernable by considering the number of fee-bearing filings that are received with
errors, the number of fee-bearing filings that are paid with the new ACH option, and
the number of fee-bearing filings in which filers pre-effectively reallocate previously
paid fees across security classes.
We are sensitive to the costs and benefits of these amendments. The
discussion below addresses the potential economic effects of the proposal, including
the likely benefits and costs, as well as the likely effects of the proposal on efficiency,
competition, and capital formation. At the outset, we note that, where possible, we
have attempted to quantify the benefits, costs, and effects on efficiency, competition,
and capital formation expected to result from the proposed amendments. In many
cases, however, we are unable to quantify the economic effects because we lack the
information necessary to provide a reasonable estimate.
A. Economic Baseline
Our baseline includes the Commission’s current filing fee assessment and
collection practices and the regulatory framework and disclosure requirements
pertaining to the fee-bearing filings. Our baseline also includes existing requirements
for those filers subject to the proposed amendments to structure other disclosures, as
well as related industry practices involving structured disclosure. The main parties
that are likely to be affected by the proposal include the filers of fee-bearing forms

50

and their investors.
The Commission assesses and collects fees for certain corporate filings,
including those related to registered securities offerings, tender offers, and merger or
acquisition transactions. The Commission also assesses and collects fees for
registered offerings by investment companies. The Commission staff conducts a
manual review of the fee information for every fee-bearing filing that is submitted to
the Commission. Where there are discrepancies, the staff has to resolve the
discrepancy and often has to contact the filer to do so. During the 2018 fiscal year,
we estimate that approximately 700 fee-bearing filings (representing approximately
1.4 percent of all fee-bearing filings) contained filer errors requiring manual
correction by Commission staff. 112 Common types of fee calculation errors involve
improper use of offsets, improper use of carryforwards, improper reference to
previously paid amounts, and incorrect rule references. When an error occurs, filers
must expend additional effort to work with the staff to correct the errors.
Currently, a filer must deposit into its EDGAR account funds sufficient to
cover the fee via wire transfer, checks, or money orders. Over 99 percent of the
payments for filing fees are via wire transfer. For wire transfer, check, and money
order processing, Commission staff is unable to verify whether appropriate routing
information is included to allow for posting payment to the correct filer account. We
estimate that approximately 10 percent of payments received are initially suspended

Semiannually, the Commission also performs an independent review of a sampling of filings
(approximately 5 percent of the filings received) to ensure the process is accurate and thorough. A small
number of additional filing fee adjustments are identified in this process.
112

51

due to incomplete or inaccurate payment reference information.
The proposed amendments would affect filers of fee-bearing filings. Based on the
analysis of EDGAR filings during calendar year 2018, 113 we estimate that there were
7,785 unique filers of fee-bearing filings subject to the proposed amendments, including:
•

149 unique filers of at least one Form N-2 or Form N-14, which are not otherwise
subject to Inline XBRL requirements; 114

•

7,249 unique filers of at least one registration statement on Form S-1, S-3, S-4, S8, S-11, F-1, F-3, F-4, or F-10, prospectus filed under Rule 424(b), or statement
filed under Rule 13e-1, 115 all of which are filed exclusively by filers that are
either already required to file other disclosures in Inline XBRL or would be
required to file other disclosures in Inline XBRL upon the effectiveness of the
registration statement; 116

•

387 unique filers that did not file forms listed above but that filed at least one fee-

Unless otherwise specified, all references to 2018 refer to calendar year 2018 (i.e., January 1, 2018
through December 31, 2018). This estimate considers unique filers of forms or amendments to them based
on CIK and does not exclude co-registrants. Each filer may make multiple fee-bearing filings.
113

In 2018 there were no filers of Form N-5, which is filed exclusively by small business investment
companies. As previously noted, the Commission has recently proposed Inline XBRL requirements for
Form N-2.

114

This count does not include filers who filed only an amendment to one of these forms or statements in
2018.
115

Filers which have yet to incur a periodic reporting obligation under Section 13(a) of the Securities
Exchange Act when initially filing these forms will necessarily incur a periodic reporting obligation after
the filing’s effectiveness pursuant to Section 15(d) of the Exchange Act, and would subsequently be
required to comply with the Inline XBRL structuring requirements set forth in Rules 405 and 406 of
Regulation S-T. We recognize that, in some instances, a non-reporting filer will initially file one of these
forms (and thus be required to structure fee-related information under the proposed amendments), but the
form may not always be declared effective (thus the filer might not incur any other Inline XBRL structuring
obligations). In addition, a small number—fewer than 10—foreign issuers that prepare their financial
statements in accordance with an accounting standard other than U.S. GAAP or IFRS as issued by the
IASB would not otherwise be subject to any XBRL requirements.
116

52

bearing 117 Schedule 14A, 14C, TO, 13E-3, 13E-4F, or 14D-1F, of which an
estimated 280 unique filers were subject to Inline XBRL requirements in periodic
reports.118
B. Economic Impacts, Including Effects on Efficiency, Competition, and Capital
Formation
The section discusses the anticipated economic benefits and costs, as well as
the likely effects of the proposal on efficiency, competition, and capital formation.
1. Structuring Fee-Related Information
The proposed amendments would require fee-related disclosures to be
structured in the Inline XBRL format for the affected forms listed above. This would
include information that today is included in the body of the filing and some
information prepared by filers but the disclosure of which is currently optional. 119 As
this information is already either required to be disclosed elsewhere in the filing, or
must already be gathered to complete the fee calculation, we believe that any new
cost for filers from this disclosure requirement would be minimal.
Structuring fee-related data under the proposed amendments would enable
significantly greater automation and more accurate and comprehensive validation of

Of the multiple submission type variants of these schedules, only submission types
PREM14A/PRER14A and PREM14C/PRER14C are fee-bearing and thus subject to the proposed
amendments.
117

Reporting companies were identified based on the analysis of filings on Form 10-K, 10-Q, 20-F, or 40-F
or amendments to them during calendar year 2018. In addition, filers of Schedules 13E-3 and 13E-4F that
are not themselves reporting companies must be affiliates of reporting companies (and would thus
presumably benefit from their affiliates’ experiences with Inline XBRL structuring).
118

See infra note 31 regarding 457(f) information required for calculation of fee but not expressly required
to be disclosed.
119

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fee calculations that appear in the body of a filing document, which currently is
manually performed. When structured fee-related information is received by
EDGAR, the EDGAR system would be able, as part of its validation process, to
determine automatically in many cases whether the fee calculations have been
performed correctly. Filings that do not pass specific validation tests would be
flagged before they are filed, allowing filers to correct any fee calculation errors
without needing to wait for Commission staff to verify the calculations manually, and
subsequently revise an already-filed document and pay any additional fees owed due
to an erroneous calculation.
Greater automation of filing fee calculation and elimination of duplicate entry
is expected to benefit filers and the Commission by making the filing process more
efficient. Structuring fee-related information under the proposal also would enable
such information to be integrated into filing preparation software, thus yielding
savings of time required to calculate fees.
In addition, filers are expected to benefit from the reduced likelihood of filing
fee errors and the savings of time required to correct such errors. While in some
situations, the effort required to address a fee adjustment is minor (e.g., if additional
funds need to be wired to the Commission), other situations might require a filer to
submit a new or amended filing (e.g., if the filer attempts to use a non-fee bearing
filing to register the offer and sale of securities). Filers may need to update their
records regarding total offsets used, total carryforwards registered, and other changes
to their securities registrations. While the Commission does not impose any fines or
other penalties for unintended fee calculation adjustments, a filer might incur

54

additional costs to coordinate with internal or external filer preparation support. For
example, under the proposed amendments, potential errors (such as calculation or
tagging errors) would likely be identified through the prior submission of a test filing
to EDGAR. Refiling a corrected version of a filing that has been filed with errors
might require additional work by in-house counsel or filing agents. While we expect
these benefits would be realized by most filers, we recognize that the magnitude of
these benefits might depend on the particular filer’s current filing practices and error
rates.
Filers may incur costs to structure fee-related disclosures under the proposed
amendments. 120 The cost for filers to implement this change will vary as a function
of their current processes related to the preparation of fee-bearing filings, as well as
the internal processes and software that filers employ to prepare other filings required
to be in the Inline XBRL format.
We recognize that the costs incurred to structure fee-related disclosures in the
Inline XBRL format will vary across filers. For filings that already require some
information to be structured in Inline XBRL format, 121 requiring additional Inline
XBRL data elements (some that would no longer be required to be entered into the
submission header as they are today) is straightforward and is not expected to result
in a significant incremental cost for filers. 122 In other cases, while the affected filings
Software vendors and filing agents may pass through the costs of implementing technology changes to
structure fee-related disclosures to filers.
120

For example, operating company filers generally are required to provide interactive data for financial
statements and periodic and current report cover pages under Rules 405 and 406 of Regulation S-T,
respectively.
121

122

See infra Section IV for a discussion of the estimated increase in paperwork burden as a result of the

55

themselves may not presently require Inline XBRL structuring, most or all filers of
those affected filings already are or would otherwise become subject to Inline XBRL
requirements, as applicable, with respect to other filings, and can therefore leverage
existing structuring processes and software used for other filings to structure feerelated information with minimal incremental costs. 123 Based on the analysis of
EDGAR filings during calendar year 2018, we estimate that 266 filers would be
subject to Inline XBRL requirements solely as a result of the proposed amendments
and would therefore incur costs to develop processes and potentially license software
or engage a third party to comply with the proposed requirements. 124
The proposed rule includes a phased compliance date schedule for the
requirements to tag fee-related information. 125 The proposed compliance date schedule is

requirement to tag fee-related information. See also FAST Act Adopting Release, supra note 69, at 12711
(stating that the cover page tagging requirement would not result in significant additional burdens for
registrants and estimating that the requirement to tag additional cover page items will impose an increased
paperwork burden of one hour for each affected form).
123

For example, issuers that file Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, and F-10 generally are or
will, upon the effectiveness of the registration statement, become subject to Exchange Act reporting
requirements and associated Inline XBRL requirements for financial statement and cover page information,
which would generally be phased in prior to the compliance dates of the proposed requirements for tagging
fee-related information. See supra Section II.A.3 for a detailed discussion.
These 266 filers are estimated to consist of (i) 149 unique filers of at least one Form N-2 or N-14, which
are not otherwise subject to Inline XBRL requirements; (ii) 107 unique filers that did not file a Form N-2,
N-14 or form only filed by a filer that is either already required to file other disclosures in Inline XBRL or
would be required to file other disclosures in Inline XBRL upon the effectiveness of a Securities Act
registration statement; and (iii) up to 10 unique filers that would not otherwise become subject to the Inline
XBRL financial statement requirements because they prepare their financial statement in accordance with
generally accepted accounting principles other than United States generally accepted accounting principles
or International Financial Reporting Standards as issued by the International Accounting Standards Board.
See, supra, Section III.A for a more detailed discussion of these estimates and infra Section IV for a
discussion of the estimated increase in paperwork burden as a result of the requirement to tag fee-related
information.

124

Large accelerated filers would be subject to the fee tagging requirements for filings submitted on or after
1.5 years after the requirements’ effectiveness; accelerated filers–for filings submitted on or after 2.5 years
after the requirements’ effectiveness; and all other filers, including non-accelerated filers, BDCs, and
registered investment companies subject to the proposed amendments–for filings submitted 3.5 years after
the requirements’ effectiveness.
125

56

expected to mitigate the potential impact of transition for smaller filers and those filers
that will be newly subject to Inline XBRL requirements and would not otherwise be
required to use Inline XBRL, giving those filers additional time to develop related
expertise, as well as the opportunity to benefit from the experience of larger filers with
the structuring requirements. Further, almost all operating companies that will be subject
to Inline XBRL requirements pursuant to the proposed amendments would be required to
file financial statement and cover page information in Inline XBRL prior to the
compliance date of the proposed fee tagging requirements and thus would incur minimal
incremental costs to comply with the fee tagging requirements under the proposed
compliance date schedule. Overall, the proposed compliance schedule is expected to give
a reasonable amount of time to implement Inline XBRL for tagging this limited subset of
fee-related information.
2. Updating Payment Options
The proposed amendments would permit the use of ACH payments, which
would provide filers with an additional option for the electronic deposit of funds. We
expect that the introduction of the ACH option would be beneficial to filers since this
new electronic payment option does not require filers to pay a processing fee. We
also propose to eliminate the option to pay filing fees via paper checks and money
orders.
Although the vast majority of filers (99 percent) currently use wire transfers
rather than checks or money orders to make fee payments, we recognize that
eliminating checks and money orders as an option for the payment of filing fees may
impose an incremental burden on certain filers. However, such burden would be

57

mitigated by the proposed option to use ACH. Thus, filers that currently use paper
checks or money orders for cost savings would be able to switch to ACH payments
and likely would not experience an increase in burden resulting from the elimination
of paper checks and money orders. By contrast, filers who use paper checks or
money orders for a different reason (e.g., a lack of familiarity with electronic
payments) could incur a cost to switch to an electronic payment option. Conversely,
some of the 99 percent of filers who currently use wire transfer may do so because
they prefer to use an electronic means of payment, and wire transfer is the sole
permitted electronic payment method. Some of these filers may prefer to use ACH
(whether for cost savings or otherwise), and thus would benefit from the proposed
option to use ACH.
In addition, the proposed ACH option may save filer resources through a
reduction in payment posting errors, compared to the current options. An ACH
payment would be submitted along with the filer’s properly formatted CIK number to
ensure that the deposit posts to the correct account. This would reduce the necessity
for manual re-routing of fee payments by Commission staff, which currently must be
done with respect to 10 percent of all filing fee payments. Since the ACH option
would reduce the risk of payments not being posted promptly to their accounts, filers
may be able to spend fewer resources to check their accounts after initiating a
payment to the Commission.
3. Fee Offset Amendments
We propose to permit filers to reallocate previously paid fees across security
classes in case they seek to increase the amount of securities of one class and decrease the

58

amount of securities of another class pursuant to the same registration statement.
Specifically, the filers that have not relied on Rule 457(o) to calculate a required filing
fee may calculate the total fee due based on the then-current expected offering amounts,
offering prices, and fee rates and rely on Rule 457(b) to apply the previously paid fees
against the total fee due. Currently, filers seeking to increase the amount of one class and
decrease another may have to pay additional fees based on any increased offering amount
for the first class even though they may have overpaid for the decreased offering amount
of the second class. Filers should benefit from the additional flexibility to reallocate
previously paid fees across security classes.
As discussed above, 126 this proposed provision codifies existing staff guidance on
pre-effective reallocation of previously paid fees across security classes. Thus, the
economic effects of the proposed provision are reduced to the extent that some filers may
already take advantage of pre-effective reallocation of fees under the existing guidance.
However, codification of guidance with respect to pre-effective reallocation might reduce
the uncertainty some filers may have given the reallocation position’s status as staff
guidance.
The proposed amendments also would require filers to disclose several
additional items in connection with claiming a fee offset under Rule 457(p), including
the amount of unsold securities or unsold aggregate offering amount from the prior
registration statement associated with the claimed offset and a statement that the
registrant has withdrawn the prior registration statement or terminated or completed
any offering that included the unsold securities associated with the claimed offset

126

See supra note 92and accompanying and following text.

59

under the earlier registration statement. As this information is already required to
determine the filer’s eligibility for the offset (and can otherwise be inferred from
other public disclosures), we believe that any new cost for filers from this disclosure
requirement would be minimal.
4. Anticipated Effects on Efficiency, Competition, and Capital Formation
Structuring fee-related information in the Inline XBRL format would enable
greater automation of fee calculation and verification. This would result in a more
efficient filing and payment process, saving filer resources and in turn benefiting their
investors. In addition, by saving staff time and resources and increasing the accuracy
of filing fee payments, the proposal is also expected to facilitate the Commission’s
exercise of its regulatory functions associated with fee-bearing filings.
To the extent that the requirements under the proposed amendments impose
incremental costs on some filers, such filers might be at an incremental competitive
disadvantage, and their investors could potentially be adversely affected. However,
because the significant majority (97 percent) of filers subject to the proposed
amendments would already be subject to requirements to structure other disclosures
in Inline XBRL format and would therefore likely have incurred costs to implement
process and technology changes required to prepare Inline XBRL disclosures, we do
not believe that the proposed amendments would result in significant competitive
effects on smaller filers or adverse effects on their investors.
Updating payment options to introduce ACH and eliminate paper checks and
money orders could increase the efficiency of processing of fee-related payments and
reduce the burden of tracking payments for filers.

60

Finally, providing flexibility in reallocating previously paid fees across
classes of securities should increase efficiency and lower registration costs and could
potentially encourage capital formation through registered offerings among eligible
registrants.
C. Reasonable Alternatives
The proposed amendments require certain fee-related information to be
disclosed in the Inline XBRL format in most fee-bearing forms. Alternatively, we
could have proposed requiring the structuring of fee-related information for only a
subset of filers or smaller subset of forms. Compared to the proposed amendments,
allowing fee-related information to be structured on a voluntary basis or for only a
subset of filers or smaller subset of forms would lower costs for those filers that do
not find submitting such information in a structured format to be cost-efficient or who
would not be subject to the amendments.
However, a voluntary program or one that captures only a subset of affected
filers or smaller subset of forms would also reduce potential data accuracy and
efficiency benefits compared to the mandatory use of the structured format for
affected fee-bearing filings. In particular, a voluntary program would decrease the
validation of fee-related information, thereby likely increasing the incidence of errors
in fee-related information and submitted payments and the time and cost for filers, as
well as Commission staff.
We are proposing to require the use of the Inline XBRL format for fee-related
information in all affected forms. As an alternative to Inline XBRL, we could
propose that fee-related disclosures in all or some affected forms appear in a separate

61

XML or XBRL attachment, in addition to appearing in the body of the filing. With
respect to XBRL, most filers who are or would otherwise be subject to Inline XBRL
requirements prior to the compliance dates of the proposed amendments have
previously been subject to XBRL requirements and have therefore likely developed
familiarity with structuring disclosures in XBRL format. However, compared to
XBRL, the Inline XBRL format is expected to reduce the time and effort associated
with preparing filings and simplify the review process for filers. 127
Compared to the proposed requirement to use Inline XBRL, the alternative of
requiring fee-related information in all affected forms to be structured in an XML
attachment could result in lower costs for filers that do not presently use Inline XBRL
or any structured format for any disclosures. However, unlike under the proposed
amendments, these filers would be entering the data twice: once in a structured form,
once in the body of the disclosure. Given the importance of the accuracy of the feerelated information required to be structured and its consistency throughout a filing,
we believe the benefits from the use of Inline XBRL would justify any potential
incremental costs compared to XML for those filers. Furthermore, for the significant
majority of filers that would already be required to use Inline XBRL as part of
complying with other structured disclosure requirements, the alternative of requiring
a different format for structuring fee-related filings could result in inefficiencies and
costs.
The proposed amendments would require filers to structure fee-related
information using the Inline XBRL format in most, but not all, fee-bearing filings.
127

See Inline XBRL Release, supra note 17.

62

As an alternative, we could have proposed to require all filers with fee-bearing filings
to structure fee-related information using the Inline XBRL format. 128 Filers that are
not otherwise required to file other disclosures in Inline XBRL would incur greater
initial costs to adopt Inline XBRL. However, over time, such filers may realize
greater efficiencies from filing in Inline XBRL. Because Inline XBRL is both
machine-readable and human-readable, filers would have greater ease of reviewing
the filing. They may more easily identify errors and submit a correct filing, rather
than spend time after submission to reconcile and submit amendments and amended
fees. In addition, filers may also realize efficiencies from automating some of their
internal processes because Inline XBRL is machine-readable. In addition, to the
extent that data users access fee information across all forms, or across some of the
forms not proposed to be filed in Inline XBRL, this alternative would yield greater
benefits in making the fee data available to such users so that it can be instantly
aggregated, compared, and analyzed.
However, those fee-bearing filings that are outside the scope of the proposed
amendments are either filed relatively rarely or are filed by filers that may not
otherwise be subject to Inline XBRL requirements and thus would incur relatively
higher incremental costs under this alternative (e.g., foreign government registration
statements filed pursuant to Schedule B of the Securities Act).
As another alternative, we could narrow the scope of filings subject to the

Forms SF-1, SF-3, S-20, F-6, F-7, F-8, and F-80 under the Securities Act and foreign government
registration statements filed pursuant to Schedule B of the Securities Act are fee-bearing filings that would
not be subject to the proposed amendments. See supra Section II.A.4.

128

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proposed amendments so as to include only those fee-bearing filings which are filed
exclusively by entities that are or would otherwise become subject to Inline XBRL
requirements with respect to other filings. 129 This alternative would further reduce
filer costs associated with the amendments. However, these cost savings are likely to
be minimal. Further, this alternative would limit the magnitude of the benefits for
filers and other market participants that would result from the rule as currently
proposed.
The proposed amendments would have a phased compliance schedule for the
requirements to tag fee-related information. As an alternative, we could employ a
single compliance date or either accelerate or postpone compliance for particular filer
categories or form types. Compared to the proposed compliance schedule,
accelerating (postponing) compliance would provide filers less (more) time to
implement Inline XBRL for tagging fee-related information and accelerate (postpone)
the benefits of tagging fee-related information for users of this data. In particular,
accelerating the compliance date schedule so as to require the tagging of fee-related
information before most filers of affected forms have been required to tag financial
statement and cover page information in Inline XBRL might result in additional
transition challenges for those filers.

The filings would be Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, and F-10, prospectuses filed under
Rule 424(b), and statements filed under Rule 13e-1. We recognize that, in some instances, a non-reporting
filer will initially file one of these forms (and thus would be required to structure fee-related information
under the proposed amendments), but the form may not always be declared effective (thus the filer might
not incur any other Inline XBRL structuring obligations). In addition, as noted above, a small number—
fewer than 10—foreign issuers that prepare their financial statements in accordance with an accounting
standard other than U.S. GAAP or IFRS as issued by the IASB would not otherwise be subject to any
XBRL requirements.
129

64

D. Request for Comment
We request comment on all aspects of our economic analysis of the proposed
amendments. We request comment from the point of view of filers, investors, and
other market participants. We are interested in comments on the analyses of the costs
and benefits and any effects the proposed amendments may have on efficiency,
competition, and capital formation. We also request comment on the reasonable
alternatives presented in this release as well as any additional alternatives to the
proposed amendments that should be considered. We appreciate any data or analysis
that may help quantify the potential economic effects, including the costs and
benefits. In particular, we request comments as well as data or analyses regarding the
following questions:
41. How much would it cost filers to structure the fee-related information, as
proposed? What are the benefits of structuring these disclosures for filers and
investors? What are the benefits and costs of structuring fee-related disclosures in
additional types of fee-bearing forms, such as forms filed by ABS issuers?
42. What are the costs and benefits of structuring fee-related disclosures in Inline
XBRL format, as proposed? How do those costs and benefits vary depending on
whether the filer is smaller or already required to make other disclosures using
Inline XBRL?
43. Should fee-related disclosures in forms with proposed Inline XBRL requirements
be structured in a different format? What would be the costs and benefits of any
alternative formats?

65

44. Some of the fee-related information proposed to be structured in the body of feebearing filings is not currently required to be disclosed. What are the costs and
benefits to filers of this proposed requirement?
45. Does the proposed compliance date schedule provide filers sufficient time to
comply with the requirement to structure fee-related information?
46. What are the costs and benefits of the proposed changes to the payment options,
including the introduction of ACH and the elimination of the paper check and
money order payment options? In particular, what is the time/cost burden to set
up an ACH payment? Would filers switch from wire transfer to ACH and why?
47. Would filers benefit from the proposed additional flexibility in reallocating
previously paid fees across security classes?
IV. PAPERWORK REDUCTION ACT
A. Background
Certain provisions of our rules, schedules, and forms that would be affected by
the proposed amendments contain “collection of information” requirements within the
meaning of the Paperwork Reduction Act of 1995 (“PRA”). 130 The Commission is
submitting the proposed amendments to the Office of Management and Budget (“OMB”)
for review in accordance with the PRA. 131 The hours and costs associated with
preparing, filing, and sending the schedules and forms constitute reporting and cost
burdens imposed by each collection of information. An agency may not conduct or
sponsor, and a person is not required to comply with, a collection of information unless it
130

44 U.S.C. 3501 et seq.

131

44 U.S.C. 3507(d) and 5 CFR 1320.11.

66

displays a currently valid OMB control number. Compliance with the information
collections is mandatory. Responses to the information collections are not kept
confidential and there is no mandatory retention period for the information disclosed.
The titles for the collections of information are:
1. Regulation S-K (OMB Control No. 3235-0071);132
2. Regulation S-T (OMB Control No. 3235-0424);
3. Regulation C (OMB Control No. 3235-0074);
4. Form S-1 (OMB Control No. 3235-0065);
5. Form S-3 (OMB Control No. 3235- 0073);
6. Form S-4 (OMB Control No. 3235-0324);
7. Form S-8 (OMB Control No. 3235-0066);
8. Form S-11 (OMB Control No. 3235-0067);
9. Form F-1 (OMB Control No. 3235-0258);
10. Form F-3 (OMB Control No. 3235-0256);
11. Form F-4 (OMB Control No. 3235-0325);
12. Form F-10 (OMB Control No. 3235-0380);
13. Schedule 13E-3 (OMB Control No. 3235-0007);
14. Schedule 13E-4F (OMB Control No. 3235-0375);
15. Schedule 14A (OMB Control No. 3235-0059);
16. Schedule 14C (OMB Control No. 3235-0057);
17. Schedule TO (OMB Control No. 3235-0515);

The paperwork burdens for Regulation S-K, Regulation S-T and Regulation C are imposed through the
forms, schedules and reports that are subject to the requirements in these regulations and are reflected in the
analysis of those documents. To avoid a PRA inventory reflecting duplicative burdens and for
administrative convenience, we assign a one-hour burden to Regulations S-K, S-T and C.

132

67

18. Schedule 14D-1F (OMB Control No. 3235-0376);
19. Rule 13e-1 (OMB Control No. 3235-0305); and
20. Mutual Fund Interactive Data (for Forms N-2, N-5, and N-14) (OMB No. 32350642).
The forms, schedules, rule and regulations listed above were adopted under the
Securities Act, the Exchange Act, and/or the Investment Company Act. They set forth
disclosure requirements related to registration statements, periodic reports, going private
transactions, tender offers and proxy and information statements filed to help investors
make informed investment and voting decisions.
The Mutual Fund Interactive Data collection of information references current
requirements for certain registered investment companies to submit to the Commission
information included in their registration statements, or information included in or
amended by any post-effective amendments to such registration statements, in response
to certain items of Form N-1A in interactive data format. It also references the
requirement for funds to submit an Interactive Data File 133 to the Commission for any
form of prospectus filed pursuant to Rule 497(c) or (e) that includes information in
response to same items of Form N-1A. The proposed amendments would include feerelated structured data requirements for closed-end management investment companies,
including SBICs, and BDCs. Although the proposed interactive data filing requirements
would be included in the proposed Form N-2, Form N-5, and Form N-14 instructions, as

Rule 11 of Regulation S-T defines “Interactive Data File” as the machine-readable computer code that
presents information in XBRL pursuant to Rule 405 of Regulation S-T and as specified by the EDGAR
Filer Manual.
133

68

well as amendments Regulation S-T, 134 we are separately reflecting the hour and cost
burdens for these requirements in the burden estimate for Mutual Fund Interactive Data
and not in the estimates for each of Form N-2, Form N-5, and Form N-14. 135
A description of the proposed amendments, including the need for the information
and its proposed use, as well as a description of the likely respondents, can be found in
Section II above, and a discussion of the economic effects of the proposed amendments
can be found in Section III above.
B. Summary of the Proposed Amendments’ Effects on the Collections of
Information
The following table summarizes the estimated burden change of the proposed
amendments on the paperwork burdens associated with the affected forms listed above. 136
PRA Table 1. Estimated Paperwork Burden Changes Due to the Proposed Amendments
Proposed Amendments
Disclosure of Fee-Related Information:
• Adding a new “fee rate” column to the fee table
of the Affected Securities Act and Exchange Act
Forms and Schedules, as well as to the Affected
Investment Company Act Forms.
• Adding or revising instructions regarding
presentation, calculations and related disclosure in
general and, in particular, associated with Rule
415(a)(6), Rule 424(g), Rule 429, Rule 457(a),
(b), (f), (h), (o), and (p) and Rule 0-11(a)(2), as
applicable, in regard to the Affected Securities
Act and Exchange Act Forms and Schedules.

Affected Forms,
Schedules, and
Documents

Estimated Burden
Change

• Forms S-1, S-3, S-8, S11, S-4, F-1, F-3, F-4,
and F-10

• 0.25 hour net increase in
compliance burden

• Schedules 13E-3, 13E4F, 14A, 14C, TO and
14D-1F

17 CFR 232.10 et seq. [OMB Control No. 3235–0424] (which specifies the requirements that govern the
electronic submission of documents). Specifically, we are proposing to amend Rule 405 of Regulation S-T.

134

Recently, we issued a release that, among other things, proposed to retitle this information collection as
“Investment Company Interactive Data.” See Offering Reform Proposing Release, supra note 1. If
adopted, the proposed amendments to require closed-end management investment companies, including
SBICs and BDCs, to provide fee-related structured data would be included in this information collection.
135

We believe the payment method option and fee offset changes discussed above would not affect the
paperwork burdens associated with these forms.
136

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•Adding a new checkbox column to the fee table
of the Affected Securities Act and Exchange Act
Forms and Schedules to indicate whether the filer
is relying on, as applicable, Securities Act Rule
415(a)(6), Rule 429, or Rule 457(b), (o), or (p); or
Exchange Act Rule 0-11(a)(2).

•Adding a fee table and related instructions to
Rule 13e-1 to conform its requirements to those
proposed for the Affected Securities Act and
Exchange Act Forms to the extent applicable.

Structuring of Fee-Related Information:
• Require structuring, in an Inline XBRL format,
of all the fee-related information that would be
required in the body of the Affected Securities
Act and Exchange Act Forms and Schedules and
documents filed under Rule 13e-1. The structured
information would include each fee table in the
Affected Securities Act and Exchange Act Forms
and Schedules and documents filed under Rule
13e-1, together with a related explanatory section.

• Require structuring, in an Inline XBRL format,
of all of the information in each fee table of the
Affected Investment Company Forms.

• Documents filed under
Rule 13e-1

• 0.25 hour net increase in
compliance burden

• Forms S-1, S-3, S-8, S11, S-4, F-1, F-3, F-4,
and F-10

• 1 hour net increase in
compliance burden per
form / schedule

• Schedules 13E-3, 13E4F, 14A, 14C, TO and
14D-1F
• Documents filed under
Rule 13e-1

• Forms N-2, N-5, and
N-14

• 1 hour net increase in
compliance burden per
form

C. Incremental and Aggregate Burden and Cost Estimates for the Proposed
Amendments
Below we estimate the incremental change in internal burden and outside
professional cost as a result of the proposed amendments. These estimates represent the
average burden for all registrants, both large and small. In deriving our estimates, we
recognize that the burdens will likely vary among individual registrants based on a

70

number of factors, including the nature of their business. We do not believe that the
proposed amendments would change the frequency of responses to the existing
collections of information; rather, we estimate that the proposed amendments would
change only the burden per response.
The burden estimates were calculated by multiplying the estimated number of
responses by the estimated average amount of time it would take a registrant to prepare
and review the disclosures required under the proposed amendments. For purposes of the
PRA, the burden is allocated between internal burden hours and outside professional
costs. The table below sets forth the percentage estimates the Commission typically uses
for the burden allocation for each form. We also estimate that the average cost of
retaining an outside professional is $400 per hour. 137
PRA Table 2: Standard Estimated Burden Allocation for Specified Forms and Schedules.
Form / Schedule Type

Internal

Outside Professionals

Schedules 14A and 14C

75%

25%

Forms S-1, S-3, S-11, S-4, F-1,
F-3, F-4, F-10, N-2, N-5, and N14.
Schedule 13E-3.
Rule 13e-1.

25%

75%

Form S-8 and Schedule TO

50%

50%

Schedules 13E-4F and 14D-1F

100%

As discussed above, we are proposing to amend Form N-2, Form N-5, and Form N-14, as
well as Regulation S-T, to require closed-end management investment companies, including
SBICs, and BDCs to provide fee-related structured data using Inline XBRL. Because these

We recognize that the costs of retaining outside professionals may vary depending on the nature of the
professional services, but for purposes of this PRA analysis, we estimate that such costs would be an
average of $400 per hour. This estimate is based on consultations with several registrants, law firms, and
other entities that regularly assist registrants in preparing and filing documents with the Commission.
137

71

registrants have not previously been subject to Inline XBRL requirements, we estimate that these
registrants would experience an additional burden of 10 hours related to one-time costs associated
with becoming familiarized with Inline XBRL reporting. These costs would include, for
example, the acquisition of new software or the services of consultants, and the training of staff.

The table below illustrates the estimated one-time burden of structuring the Affected
Investment Company Act Forms, in hours and in costs, as a result of the proposed
amendments. This additional one-time burden represents a 3.33 hour annual burden
amortized over a three-year period for each of these three forms.
PRA Table 3: Calculation of the One-Time Burden Estimates for Affected Investment
Company Act Forms Resulting from the Proposed Amendments 1
Form

N-2
N-5
N-14
1

Estimated
Number of
Affected
Responses
(A) 2

166
1
253

Estimated
One-Time
Burden
Hours/Form
(B)

10
10
10

Total OneTime
Burden
Hours (C)
= (A) x (B)
1,660
10
2,530

Estimated
Internal OneTime Burden
Hours
(D)
= (C) x
(Allocation %)
415
3
633

Estimated
Outside OneTime
Professional
Hours
(E)
= (C) x
(Allocation %)
1,245
8
1,898

Estimated
Outside OneTime
Professional
Costs/Affected
Responses
(F)
= (E) x $400
$498,000
$3,200
$759,200

For convenience, the estimated hour and cost burdens in the table have been rounded to the nearest whole

number. Although structured data would be required in the proposed Form N-2, Form N-5, and Form N-14
instructions, we are separately reflecting the hour and cost burdens for these requirements in the burden
estimate for Mutual Fund Interactive Data. The estimates for each of Form N-2, Form N-5, and Form N-14
are reflected in PRA Table 4. The aggregated estimate for these forms is reflected in Mutual Fund
Interactive data in PRA Table 5.
2

The number of estimated affected responses is based on the number of responses in the Commission’s

72

current OMB PRA filing inventory. The OMB PRA filing inventory represents a three-year average. We
do not expect that the proposed amendments will change the number of responses in the current OMB PRA
filing inventory.

The tables below illustrate the estimated incremental change to the total annual
compliance burden of the affected forms, in hours and in costs, as a result of the proposed
amendments.
PRA Table 4: Calculation of the Incremental Change in Annual Burden Estimates of
Affected Responses Resulting from the Proposed Amendments

Form

S-1
S-3
S-4
S-8
S-11
F-1
F-3
F-4
F-10
Sch.
14A
Sch.
14C
Sch.
13E-3
Sch.
13E-4F
Sch. TO
Sch.
14D-1F
Rule
13e-1
N-2

901
1657
551
2140
64
63
112
39
77
362

1.25
1.25
1.25
1.25
1.25
1.25
1.25
1.25
1.25
1.25

1126
2071
689
2675
80
79
140
49
96
453

282
518
172
1338
20
20
35
12
24
340

Estimated
Outside
Professional
Hours
(E)
= (C) x
(Allocation %)
844
1553
517
1337
60
59
105
37
72
113

78

1.25

98

74

24

$9,600

77

1.25

96

24

72

$28,800

3

1.25

4

4

0

0

1,378
2

1.25
1.25

1723
3

862
3

861
0

$344,400
0

10

1.25

13

3

10

$4,000

166

719

180

539

$215,600

N-5

1

4

1

3

$1,200

N-14

253

4.33 (1 +
3.33)
4.33 (1 +
3.33)
4.33 (1 +
3.33)
-

1,095

274

821

$328,500

11,213

4,186

7,027

$2,810,900

Totals

Estimated
Number of
Affected
Responses
(A)

7,934

Estimated
Incremental
Burden
Hours/Form
(B)

Total
Incremental
Burden
Hours (C)
= (A) x (B)

Estimated
Internal
Burden Hours
(D)
= (C) x
(Allocation %)

73

Estimated
Outside
Professional
Costs/Affected
Responses
(F)
= (E) x $400
$337,600
$621,200
$206,800
$534,800
$24,000
$23,600
$42,000
$14,800
$28,800
$45,200

PRA Table 5: Requested Paperwork Burden Under the Proposed Amendments

Current Burden
Form/
Collec
tion

Current
Annual
Responses
(A)

Current
Burden
Hours
(B)

S-1
S-3
S-4
S-8
S-11
F-1
F-3
F-4
F-10
Sch.
14A

901
1657
551
2140
64
63
112
39
77
5,586

148,556
193,970
563,216
28,890
12,290
26,815
4,448
14,076
558
551,101

Sch.
14C

569

Sch.
13E-3

Program Change
Current Cost
Burden
(C)

Number
of
Affected
Responses
or New
Responses
(D)

Increase
in
Company
Hours
(E) 1

Increase in
Professional
Costs
(F) 2

$182,048,700
$236,322,036
$678,291,204
$11,556,000
$15,016,968
$32,445,300
$5,712,000
$17,106,000
$669,900
$73,480,012

901
1657
551
2140
64
63
112
39
77
362

282
518
172
1338
20
20
35
12
24
340

56,356

$7,514,944

78

77

2,646

$3,174,248

Sch.
13E4F
Sch.
TO

3

6

1378

Sch.
14D1F
Rule
13e-1
Mutua
l Fund
Intera
ctive
Data
(Form
s N-2,
N-5,
and
N-14)

Requested Change in Burden

$337,600
$621,200
$206,800
$534,800
$24,000
$23,600
$42,000
$14,800
$28,800
$45,200

Annual
Responses
(G) = (A)
or (for
Mutual
Fund
Interactive
Data) (A)
+ (D)
901
1657
551
2140
64
63
112
39
77
5,586

148,838
194,248
563,388
30,228
12,310
26,835
4,483
14,088
582
551,441

$182,386,300
$236,943,236
$678,498,004
$12,090,800
$15,040,968
$32,468,900
$5,754,000
$17,120,800
$698,700
$73,525,212

74

$9600

569

56,430

$7,524,544

77

24

$28,800

77

2670

$3,203,048

0

3

4

0

3

10

0

29,972

$17,988,600

1378

862

$344,400

1378

30,834

$12,333,000

2

4

0

2

3

0

2

7

0

10

25

$30,000

10

3

$4,000

10

28

$34,000

15,206

178,803

$10,000,647

420 (166
+ 1 + 253)

455 (180
+ 1 + 274)

$545,300
(215,600 +
1,200 +
328,500)

15,626

179,258

$10,545,947

74

Burden
Hours
(H) = (B)
+ (E)

Cost Burden
(I) = (C) + (F)

1

From Column (D) in PRA Table 3.

2

From Column (F) in PRA Table 3.

D. Request for Comment
Pursuant to 44 U.S.C. 3506(c)(2)(A), the Commission solicits comments to: (1)
evaluate whether the collections of information are necessary for the proper
performance of the functions of the agency, including whether the information will
have practical utility; (2) evaluate the accuracy of the Commission’s estimate of the
burden of the collection of information; (3) determine whether there are ways to
enhance the quality, utility and clarity of the information to be collected; and (4)
evaluate whether there are ways to minimize the burden of the collection of
information on those who are required to respond, including through the use of
automated collection techniques or other forms of information technology.
Any member of the public may direct to us any comments concerning the accuracy of
these burden estimates and any suggestions for reducing these burdens. Persons
submitting comments on the collection of information requirements should direct their
comments to the Office of Management and Budget, Attention: Desk Officer for the U.S.
Securities and Exchange Commission, Office of Information and Regulatory Affairs,
Washington, DC 20503, and send a copy to, Vanessa A. Countryman, Secretary, U.S.
Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090,
with reference to File No. S7-20-19. Requests for materials submitted to OMB by the
Commission with regard to the collection of information should be in writing, refer to
File No. S7-20-19 and be submitted to the U.S. Securities and Exchange Commission,
Office of FOIA Services, 100 F Street NE, Washington DC 20549-2736. OMB is
required to make a decision concerning the collection of information between 30 and 60

75

days after publication of this proposed rule. Consequently, a comment to OMB is best
assured of having its full effect if the OMB receives it within 30 days of publication.
V. INITIAL REGULATORY FLEXIBILITY ACT ANALYSIS
This Initial Regulatory Flexibility Act Analysis has been prepared in accordance
with the Regulatory Flexibility Act. 138 It relates to proposed amendments to modernize
and simplify filing fee disclosure and the fee payment process for most fee-bearing
forms, schedules, and reports filed with the Commission. The proposed amendments
would add an ACH option for filing fee payments and eliminate the option for fee
payment via paper checks and money orders. The proposed amendments would also
modernize the filing fee disclosure and payment rules by requiring fee filing information
to be structured in Inline XBRL format. Finally, the proposed amendments would enable
certain registrants to reallocate fees previously paid in connection with the same
registration statement.
A. Reasons for, and Objectives of, the Proposed Action
The purpose of the proposed amendments is to improve the accuracy and
efficiency and reduce the costs and burdens of filing fee preparation, payments and
processing.
B. Legal Basis for the Proposed Action
We are proposing the rule and form amendments contained in this document
under the authority set forth in Sections 7,10 and 19(a) of the Securities Act; Sections 3,
12, 13, 15(d), 23(a), and 35A of the Exchange Act; and Sections 8, 24, 30, and 38 of the
Investment Company Act.

138

5 U.S.C. 601 et seq.

76

C. Small Entities Subject to the Proposed Rules
The proposed amendments would affect registrants that are small entities. The
Regulatory Flexibility Act defines “small entity” to mean “small business,” “small
organization,” or “small governmental jurisdiction.” 139 For purposes of the Regulatory
Flexibility Act, under our rules, an issuer, other than an investment company or an
investment adviser, is a “small business” or “small organization” if it had total assets of
$5 million or less on the last day of its most recent fiscal year and is engaged or
proposing to engage in an offering of securities that does not exceed $5 million. 140 An
investment company, including a BDC, is considered to be a “small business” if it,
together with other investment companies in the same group of related investment
companies, has net assets of $50 million or less as of the end of its most recent fiscal
year. 141 We estimate that there are 1,171 issuers that file with the Commission, other than
investment companies, that may be considered small entities and are potentially subject
to the proposed amendments. 142 An investment company is a small entity if, together
with other investment companies in the same group of related investment companies, it
has net assets of $50 million or less as of the end of its most recent fiscal year. We
estimate that there are 7 investment companies that make filings with the Commission on
the Affected Investment Company Act Forms that may be considered small entities and

139

5 U.S.C. 601(6).

140

See Securities Act Rule 157 [17 CFR 230.157] and Exchange Act Rule 0-10(a) [17 CFR 240.0-10(a)].

141

See Investment Company Act Rule 0-10(a) [17 CFR 270.0-10(a)].

This estimate is based on staff analysis of issuers, excluding co-registrants, with EDGAR filings of
Form 10-K, 20-F, and 40-F, or amendments, filed during the calendar year of January 1, 2018, to December
31, 2018. Analysis is based on data from XBRL filings, Compustat, and Ives Group Audit Analytics.
142

77

are potentially subject to the proposed amendments. 143
D. Reporting, Recordkeeping, and Other Compliance Requirements
As noted above, the purpose of the proposed amendments is to modernize and
simplify the Commission’s filing fee-related disclosure requirements and fee payment
process. If adopted, the proposed amendments are expected to have a small incremental
effect on existing reporting, recordkeeping and other compliance burdens for all issuers,
including small entities. Many of the proposed amendments would simplify and
streamline existing disclosure requirements and payment alternatives in ways that are
expected to reduce compliance burdens. Some of the proposed amendments, like those
that would require the structuring of filing fee disclosures and related information, 144
would increase compliance costs for registrants, although we do not expect that these
additional costs would be significant. Compliance with certain provisions affected by the
proposed amendments would require the use of professional skills, including accounting
and legal skills. The proposed amendments are discussed in detail in Section II above.
We discuss the economic impact, including the estimated compliance costs and burdens,
of the proposed amendments in Sections III and IV above.
E. Duplicative, Overlapping, or Conflicting Federal Rules
The proposed amendments would not duplicate, overlap, or conflict with other
Federal rules.

This estimate is based on staff analysis of investment companies with EDGAR filings on Form N-2,
Form N-5, and Form N-14, or amendments, filed during the calendar year of January 1, 2018, to December
31, 2018. Analysis is based on data from Form 10-Q, Form 10-K, Form N-PORT, Form N-CSR, and
Morningstar Direct.

143

144

See, e.g., supra Section II.A.3.

78

F. Significant Alternatives
The Regulatory Flexibility Act directs us to consider alternatives that would
accomplish our stated objectives, while minimizing any significant adverse impact on
small entities. In connection with the proposed amendments, we considered the
following alternatives:
•

Establishing different compliance or reporting requirements that take into
account the resources available to small entities;

•

Clarifying, consolidating, or simplifying compliance and reporting
requirements under the rules for small entities;

•

Using performance rather than design standards; and

•

Exempting small entities from all or part of the requirements.

We believe the proposed amendments would clarify, consolidate and simplify
compliance and reporting requirements for small entities and other registrants. As
discussed above, the proposed amendments would modernize and streamline the
filing fee payment process and filing fee disclosures by requiring more complete
disclosure of filing fee-related information and requiring the filing fee information to
be presented in a structured format. The proposed amendments should make it easier
to validate filing fee calculations and payments made by small entities and other
registrants.
We do not believe that the proposed amendments would impose any
significant new compliance obligations on small entities or other registrants. Most
registrants that file the affected forms will have experience structuring information in
Inline XBRL format. Registrants that file Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3,

79

F-4, and F-10 generally are or will, as a result of the phase-in of the Inline XBRL
requirements or, in some cases, the need to file Exchange Act periodic and current
reports, be required to file their financial statements in Inline XBRL format. Annual
reports on Forms 10-K, 20-F, and 40-F, quarterly reports on Form 10-Q, current
reports on Form 8-K, and reports on Form 6-K under the Exchange Act are subject to
financial statement Inline XBRL requirements. 145 In addition, we recently adopted
rule and form amendments that will, over a period of time, require registrants to
structure information on the cover page of Forms 10-K, 10-Q, 8-K, 20-F, and 40-F
using Inline XBRL format. 146 We are proposing a transition period for the feerelated information structuring requirements under the proposed amendments for all
registrants. Small entities would be in the last group phased in under the proposed
transition and it would occur after they already have experience with the financial
statement and cover page Inline XBRL structuring requirements. Accordingly, we
do not believe it is necessary to establish different compliance and reporting
requirements or timetables, beyond their proposed transition period treatment, or to
exempt small entities from all or part of the proposed amendments.
Some investment company small entities and other investment companies filing
the Affected Investment Company Act Forms may not have experience structuring
Commission documents in Inline XBRL. We would therefore expect those investment
companies to incur certain transition costs associated with preparing and reviewing their
initial Inline XBRL submissions. Nonetheless, we do not believe that these transition

See supra footnote 17 discussing tagging requirements applicable to Securities Act and Exchange Act
forms.
145

146

See FAST Act Release, supra, note 69.

80

costs impose any significant new compliance obligations. We therefore do not believe it
is necessary to establish different compliance and reporting requirements or timetables or
to exempt investment company small entities from all or part of the proposed
amendments.
Finally, with respect to using performance rather than design standards, the
proposed amendments generally use design rather than performance standards in order to
promote uniform filing fee payment and disclosure requirements for all registrants. In
some instances, the proposed amendments would modernize and simplify existing design
standards. For example, the proposed amendments would add ACH as a new filing fee
payment option and eliminate paper check and money order payment options. While the
use of ACH is a design standard, under the proposed rules it would be an option that is
available, not a mandatory format. The filer still would have the flexibility to use another
option (wire transfer).
G. Request for Comment
We encourage the submission of comments with respect to any aspect of this
Initial Regulatory Flexibility Analysis. In particular, we request comments regarding:
•

How the proposed rule and form amendments can achieve their objective
while lowering the burden on small entities;

•

The number of small entities that may be affected by the proposed rule and
form amendments;

•

The existence or nature of the potential effects of the proposed amendments
on small entities discussed in the analysis; and

•

How to quantify the effects of the proposed amendments.

81

Commenters are asked to describe the nature of any effect and provide empirical data
supporting the extent of that effect. Comments will be considered in the preparation of
the Final Regulatory Flexibility Analysis, if the proposed rules are adopted, and will be
placed in the same public file as comments on the proposed rules themselves.
VI. SMALL BUSINESS REGULATORY ENFORCEMENT FAIRNESS ACT
For purposes of the Small Business Regulatory Enforcement Fairness Act of
1996 (SBREFA)241 the Commission must advise the OMB as to whether a proposed
regulation constitutes a “major” rule. Under SBREFA, a rule is considered “major”
where, if adopted, it results or is likely to result in:
•

An annual effect on the economy of $100 million or more (either in the form of
an increase or a decrease);

241

•

A major increase in costs or prices for consumers or individual industries; or

•

Significant adverse effects on competition, investment or innovation.

5 U.S.C. 801 et seq.

We request comment on whether our proposed amendments would be a “major rule” for
purposes of SBREFA. We solicit comment and empirical data on
•

The potential annual effect on the U.S. economy;

•

Any potential increase in costs or prices for consumers or individual
industries; and

•

Any potential effect on competition, investment, or innovation.

We request those submitting comments to provide empirical data and other factual
support for their views to the extent possible.
VII.

STATUTORY BASIS

82

The amendments contained in this document are being proposed under the
authority set forth in Sections 7, 10, and19(a) of the Securities Act, Sections 3, 12, 13,
15(d), 23(a), and 35A of the Exchange Act and Sections 8, 24, 30, and 38 of the
Investment Company Act.

List of Subjects in 17 CFR Parts 202, 229, 230, 232, 239, 240, 270, and 274
Administrative practice and procedure, Reporting and recordkeeping
requirements, Securities.

Text of Proposed Rule and Form Amendments
In accordance with the foregoing, we are proposing to amend title 17, chapter II
of the Code of Federal Regulations as follows:
PART 202—INFORMAL AND OTHER PROCEDURES
1.

The general authority citation for part 202 continues to read as follows:

Authority: 15 U.S.C. 77s, 77t, 77sss, 77uuu, 78d-1, 78u, 78w, 78ll(d), 80a-37,
80a-41, 80b-9, 80b-11, 7201 et seq., unless otherwise noted.
*****
2.

Amend §202.3a by:

a. Revising paragraphs (a), (b) introductory text, (b)(1) introductory text,
(b)(1)(i)(A), (b)(1)(ii), and (b)(2);
b. Revising the Note to paragraph (b);
c. Revising paragraph (c) heading and introductory text; and
d. Revising paragraph (d).

83

The revisions read as follows:
§202.3a Instructions for filing fees.
(a) General instructions for remittance of filing fees. Payment of filing fees
specified by the following sections shall be made according to the directions listed in this
section: §230.111 of this chapter, §240.0-9 of this chapter, and §270.0-8 of this chapter.
All such fees are to be paid through the U.S. Treasury designated lockbox depository or
system and may be paid by wire transfer or via the Automated Clearing House Network
(“ACH”) pursuant to the specific instructions set forth in paragraph (b) of this section.
Checks will not be accepted for payment of fees. To ensure proper posting, all filers must
include their Commission-assigned Central Index Key (CIK) number (also known as the
Commission-assigned registrant or payor account number) on fee payments. If a third
party submits a fee payment, the fee payment must specify the account number to which
the fee is to be applied.
(b) Instructions for payment of filing fees. Except as provided in paragraph (c) of
this section, these instructions provide direction for remitting fees specified in paragraph
(a) of this section. You may contact the Filing Fees Branch in the Office of Financial
Management at (202) 551-8900 or go to http://www.sec.gov/paymentoptions for
additional information if you have questions.
(1) Instructions for payment of fees by wire transfer (FEDWIRE). U.S. Bank,
N.A. in St. Louis, Missouri is the U.S. Treasury designated financial agent for
Commission filing fee payments. The hours of operation at U.S. Bank for wire transfers
are each day, except Saturdays, Sundays, and Federal holidays, 8:30 a.m. to 6:30 p.m.
Eastern Standard Time or Eastern Daylight Savings Time, whichever is currently in

84

effect. Any bank or wire transfer service may initiate wire transfers of filing fee
payments through the FEDWIRE system to U.S. Bank. A filing entity does not need to
establish an account at U.S. Bank in order to remit filing fee payments.
(i) *

*

*

(A) The Commission’s account number at U.S. Bank (850000001001); and
*

*

*

*

*

(ii) You may refer to the examples found on the Commission’s website at
http://www.sec.gov/paymentoptions for the proper format.
(2) Instructions for payment of fees via the Automated Clearing House Network
(ACH). To remit a filing fee payment by ACH, please go to https://pay.gov/public/home
and under “Find an Agency,” find “Securities and Exchange Commission” and find the
form related to Commission filing fee payments. Follow the instructions on that form to
submit the ACH payment.
NOTE 1 TO PARAGRAPH (b): Wire transfers and ACH payments are not
instantaneous. The time required to process a wire transfer through the FEDWIRE
system, from origination to receipt by U.S. Bank, varies substantially. ACH payments
generally are eligible for same day settlement except when they involve amounts above
$25,000 or international transactions. Specified filings, such as registration statements
pursuant to section 6(b) of the Securities Act of 1933 that provide for the registration of
securities and mandate the receipt of the appropriate fee payment upon filing, and
transactional filings pursuant to the Securities Exchange Act of 1934, such as many proxy
statements involving extraordinary business transactions, will not be accepted if
sufficient funds have not been received by the Commission at the time of filing.

85

NOTE 2 TO PARAGRAPH (b): You should obtain the reference number of the wire
transfer from your bank or wire transfer service. Having this number can greatly facilitate
tracing the funds if any problems occur. If a wire transfer of filing fees does not contain
the required information in the proper format, the Commission may not be able to
identify the payor and the acceptance of filings may be delayed. To ensure proper credit,
you must provide all required information to the sending bank or wire transfer service.
Commission data must be inserted in the proper fields. The most critical data are the
Commission’s account number at U.S. Bank and the payor CIK, the Commissionassigned account number identified as the CIK number.
(c) Special instructions for §230.462(b) of this chapter. Notwithstanding
paragraphs (a) and (b) of this section, for registration statements filed pursuant to
§230.462(b) of this chapter, payment of filing fees for the purposes of this section may be
made by:
*

*

*

* *

(d) Filing fee accounts. A filing fee account is maintained for each filer who
submits a filing requiring a fee on the Commission’s EDGAR system or who submits
funds to the U.S. Treasury designated depository or system in anticipation of paying a
filing fee. Account statements are regularly prepared and provided to account holders.
Account holders must maintain a current account address with the Commission to ensure
timely access to these statements.
*

*

*

*

*

PART 229 – STANDARD INSTRUCTIONS FOR FILING FORMS UNDER
SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND

86

ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K
3.

The authority citation for part 229 continues to read as follows:

Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 77z-3, 77aa(25),
77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l,
78m, 78n, 78n-1, 78o, 78u-5, 78w, 78ll, 78mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30,
80a-31(c), 80a-37, 80a-38(a), 80a-39, 80b-11, and 7201 et seq.; 18 U.S.C. 1350; sec.
953(b), Pub. L. 111-203, 124 Stat. 1904 (2010); and sec. 102(c), Pub. L. 112-106, 126
Stat. 310 (2012).
4.

Amend §229.601 by:

a. In the exhibit table in paragraph (a), adding an entry for “(107)”; and
b. Adding paragraph (b)(107).
The revisions and addition read as follows:
§229.601 (Item 601) Exhibits.
(a) *

*

*
EXHIBIT TABLE
Securities Act Forms
S S S
S S S
-1 -3 F
F
- -8
-1 -3 41

*
(107) General
Interactive Data
File

X

X

X

X

*

*

X

X

1

S
1
1

*

F
-1

*
X

*
X

F
-3

F
41

Exchange Act Forms
1 8- 1
1
1 A
0 K 0- 0- 0- B
2
D Q K S
E
E

*
X

X

An exhibit need not be provided about a company if: (1) With respect to such
company an election has been made under Form S-4 or F-4 to provide information about
such company at a level prescribed by Form S-3 or F-3; and (2) the form, the level of
which has been elected under Form S-4 or F-4, would not require such company to
provide such exhibit if it were registering a primary offering.

87

2

A Form 8-K exhibit is required only if relevant to the subject matter reported on the
Form 8-K report. For example, if the Form 8-K pertains to the departure of a director,
only the exhibit described in paragraph (b)(17) of this section need be filed. A required
exhibit may be incorporated by reference from a previous filing.
*

*

*

*

*

(b) *

*

*

(107) General Interactive Data File. A General Interactive Data File (as defined
in § 232.11 of this chapter) presented in the manner provided by the EDGAR Filer
Manual.
PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF
1933
5.

The general authority citation for part 230 continues to read as follows:

Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z-3,
77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-7 note, 78t, 78w, 78ll(d), 78mm, 80a-8,
80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401,
126 Stat. 313 (2012), unless otherwise noted.
*****
6.

Revise §230.111 to read as follows:

§230.111 Payment of filing fees.
All payments of filing fees for registration statements under the Act shall be made
by wire transfer, or via the Automated Clearing House Network. There will be no
refunds. Payment of filing fees required by this section shall be made in accordance with
the directions set forth in §202.3a of this chapter.
7.

Amend § 230.424 by revising paragraph (g) and adding paragraph (i) to

read as follows:

88

§230.424 Filing of Prospectuses, number of copies.
*

*

*

*

*

(g) A form of prospectus filed pursuant to this section that operates to reflect the
payment of filing fees for an offering or offerings pursuant to Rule 456(b) (§230.456(b))
must include the calculation of registration fee table immediately followed by the
information required by the form instructions to the fee table reflecting the payment of
such filing fees for the securities that are the subject of the payment.
*

*

*

*

*

(i) A General Interactive Data File (as defined in § 232.11 of this chapter) is
required to be submitted to the Commission in the manner provided by the EDGAR Filer
Manual for any form of prospectus filed pursuant to paragraph (b) of this Rule 424 (§
230.424 of this chapter) that includes registration fee, filing fee or other information
described by the definition of General Interactive Data File. The General Interactive
Data File must be submitted with the filing made pursuant to paragraph (b) of this
section.
8.

Amend §230.456 by revising paragraph (b)(1)(ii) to read as follows:

§230.456 Date of filing; timing of fee payment.
*

*

*

*

*

(b) *

*

*

(1) *

*

*

(ii) The issuer reflects the amount of the pay-as-you-go registration fee paid or to
be paid in accordance with paragraph (b)(1)(i) of this section by updating the
“Calculation of Registration Fee” table to indicate the class and aggregate offering price

89

of securities offered and the amount of registration fee paid or to be paid in connection
with the offering or offerings either in a post-effective amendment filed at the time of the
fee payment or in the manner specified by Rule 424(g) (§230.424(g)) in a prospectus
filed pursuant to Rule 424(b) (§230.424(b)).
*

*

*

*

9.

*
Amend §230.457 by revising paragraph (p) to read as follows:

§230.457 Computation of fee.
*

*

*

*

*

(p) Where all or a portion of the securities offered under a registration statement
remain unsold after the offering’s completion or termination, or withdrawal of the
registration statement, the aggregate total dollar amount of the filing fee associated with
those unsold securities (whether computed under §230.457(a) or (o)) may be offset
against the total filing fee due for a subsequent registration statement or registration
statements. The subsequent registration statement(s) must be filed within five years of the
initial filing date of the earlier registration statement, and must be filed by the same
registrant (including a successor within the meaning of §230.405), a majority-owned
subsidiary of that registrant, or a parent that owns more than 50 percent of the registrant's
outstanding voting securities. A note should be added to the “Calculation of Registration
Fee” table in the subsequent registration statement(s) providing the following
information:
(1) The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
(2) The amount of unsold securities or unsold aggregate offering amount from the

90

prior registration statement associated with the claimed offset;
(3) The file number of, and the name of the registrant that filed, the earlier
registration statement from which the filing fee is offset;
(4) The initial filing date of the earlier registration statement; and
(5) A statement that the registrant has:
(i) Withdrawn the prior registration statement; or
(ii) Terminated or completed any offering that included the unsold securities
associated with the claimed offset under the prior registration statement.
*

*

*

*

*

PART 232—REGULATION S-T—GENERAL RULES AND REGULATIONS
FOR ELECTRONIC FILINGS
10.

The general authority citation for part 232 continues to read as follows:

Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3, 77sss(a), 78c(b), 78l,
78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c), 80a-8, 80a-29, 80a-30, 80a-37, and 7201 et
seq.; and 18 U.S.C. 1350, unless otherwise noted.
*****
11.

Amend §232.11 by adding a definition for “General Interactive Data File”

in alphabetical order to read as follows:
§232.11 Definition of terms used in part 232.
*

*

*

*

*

General Interactive Data File. The term General Interactive Data File means the
machine-readable computer code that presents the following information, as required by
the applicable rule provision or the particular form, statement or schedule being filed, in

91

Inline eXtensible Business Reporting Language (XBRL) electronic format in the manner
provided by the EDGAR Filer Manual: disclosure on the cover page or, if permitted,
elsewhere in the body of the filing, related to the calculation of any registration or filing
fee required to be paid to the Commission in connection with the filing including, without
limitation, disclosure—
(1) Related to §§ 230.415, 230.429, 230.456, 230.457, 230.462, 240.0-11,
240.14a-6(i), or 14c-5(g) of this chapter;
(2) Provided pursuant to a fee table and related instructions under a heading
“Calculation of Registration Fee”, “Calculation of Filing Fee”, “Payment of Filing Fee”
or any equivalent;
(3) Provided pursuant to General Instruction II.F of Form S-3 (§239.13 of this
chapter) or General Instruction II.G of Form F-3 (§239.33 of this chapter) of the
maximum aggregate amount or maximum aggregate offering price of the securities to
which a post-effective amendment or final prospectus filed pursuant to § 230.424(b) of
this chapter relates and, in the case of a final prospectus, the fact that it is a final
prospectus filed pursuant to § 230.424(b); and
(4) Provided pursuant to General Instruction H of Form S-4 (§239.25 of this
chapter) or General Instruction F of Form F-4 (§239.34 of this chapter) of the maximum
aggregate amount or maximum aggregate offering price to which a post-effective
amendment or, where permitted, a final prospectus filed pursuant to § 230.424(b) of this
chapter relates and, in the case of a final prospectus, the fact that it is a final prospectus
filed pursuant to § 230.424(b).
NOTE to definition of General Interactive Data File: When a filing is submitted

92

using Inline XBRL if permitted or required and as provided by the EDGAR Filer Manual,
a portion of the General Interactive Data File is embedded into a form, statement, or
schedule with the remainder submitted as an exhibit to the form, statement or schedule,
respectively.
*

*

*

*

12.

*
Amend §232.13 by revising paragraph (a)(3) and the note to paragraph (c)

to read as follows:
§ 232.13 Date of filing; adjustment of filing date.
(a) *

*

*

(3) Notwithstanding paragraph (a)(2) of this section, any registration statement or
any post-effective amendment thereto filed pursuant to Rule 462(b) (§230.462(b) of this
chapter) by direct transmission commencing on or before 10 p.m. Eastern Standard Time
or Eastern Daylight Savings Time whichever is currently in effect, shall be deemed filed
on the same business day.
*

*

*

*

*

(c) *

*

*

NOTE 1 to paragraph (c): All filing fees paid by electronic filers must be
submitted to the lockbox depository or system, as provided in Rule 3a, including those
pertaining to documents filed in paper pursuant to a hardship exemption.
*

*

*

*

*

13.

Amend §232.405 by:

a.

Revising the introductory text;

b.

Revising paragraph (a)(2);

93

c.

Revising paragraph (a)(3)(i) introductory text;

d.

Revising paragraph (a)(3)(ii);

e.

Revising paragraph (a)(4);

f.

Adding paragraphs (b)(3) through (5);

g.

Revising paragraphs (f)(1)(i) introductory text and (f)(1)(ii) introductory

text; and
h.

Revising the last sentence of the note to § 232.405.

The revisions and additions read as follows:
§ 232.405 Interactive Data File submissions.
This section applies to electronic filers that submit Interactive Data Files. Section
229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S-K), paragraph (101) of
Part II—Information Not Required to be Delivered to Offerees or Purchasers of Form F10 (§239.40 of this chapter), paragraph 101 of the Instructions as to Exhibits of Form 20F (§249.220f of this chapter), paragraph B.(15) of the General Instructions to Form 40-F
(§249.240f of this chapter), paragraph C.(6) of the General Instructions to Form 6-K
(§249.306 of this chapter), General Instruction C.3.(g) of Form N-1A (§§239.15A and
274.11A of this chapter), General Instruction H.2 of Form N-2 (§§ 239.14 and 274.11a-1
of this chapter), General Instruction H of Form N-5 (§§ 239.24 and 274.5 of this chapter),
and General Instruction F.2 of Form N-14 (§ 239.34 of this chapter) specify when
electronic filers are required or permitted to submit an Interactive Data File (§232.11), as
further described in the note to this section. This section imposes content, format and
submission requirements for an Interactive Data File, but does not change the substantive
content requirements for the financial and other disclosures in the Related Official Filing
(§232.11).
94

(a)

*

*

*

(2) Be submitted only by an electronic filer either required or permitted to submit
an Interactive Data File as specified by §229.601(b)(101) of this chapter (Item
601(b)(101) of Regulation S-K), paragraph (101) of Part II—Information Not Required to
be Delivered to Offerees or Purchasers of Form F-10 (§239.40 of this chapter), paragraph
101 of the Instructions as to Exhibits of Form 20-F (§249.220f of this chapter), paragraph
B.(15) of the General Instructions to Form 40-F (§249.240f of this chapter), paragraph
C.(6) of the General Instructions to Form 6-K (§249.306 of this chapter), General
Instruction C.3.(g) of Form N-1A (§§239.15A and 274.11A of this chapter), General
Instruction H.2 of Form N-2 (§§ 239.14 and 274.11a-1 of this chapter), General
Instruction H of Form N-5 (§§ 239.24 and 274.5 of this chapter), or General Instruction
F.2 of Form N-14 (§ 239.34 of this chapter), as applicable;
(3)

*

*

*

(i) If the electronic filer is not a management investment company registered
under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), a small business
investment company registered under the Investment Company Act of 1940 (15 U.S.C.
80a et seq.), or a business development company as defined in section 2(a)(48) of the
Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(48)), and is not within one of the
categories specified in paragraph (f)(1)(i) of this section, as partly embedded into a filing
with the remainder simultaneously submitted as an exhibit to:
*

*

*

*

*

(ii) If the electronic filer is a management investment company registered under
the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), a small business
investment company registered under the Investment Company Act of 1940 (15 U.S.C.
95

80a et seq.), or a business development company as defined in section 2(a)(48) of the
Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(48)), and is not within one of the
categories specified in paragraph (f)(1)(ii) of this section, as partly embedded into a filing
with the remainder simultaneously submitted as an exhibit to a filing that contains the
disclosure this section requires to be tagged; and
(4) Be submitted in accordance with the EDGAR Filer Manual and, as applicable,
either §229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S-K), paragraph
(101) of Part II—Information Not Required to be Delivered to Offerees or Purchasers of
Form F-10 (§239.40 of this chapter), paragraph 101 of the Instructions as to Exhibits of
Form 20-F (§249.220f of this chapter), paragraph B.(15) of the General Instructions to
Form 40-F (§249.240f of this chapter), paragraph C.(6) of the General Instructions to
Form 6-K (§249.306 of this chapter), General Instruction C.3.(g) of Form N-1A
(§§239.15A and 274.11A of this chapter), General Instruction H.2 of Form N-2 (§§
239.14 and 274.11a-1 of this chapter), General Instruction H of Form N-5 (§§ 239.24 and
274.5 of this chapter), or General Instruction F.2 of Form N-14 (§ 239.34 of this chapter).
(b)

*

*

*

(3) If the electronic filer is a closed-end management investment company
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.) or a
business development company as defined in section 2(a)(48) of the Investment
Company Act of 1940 (15 U.S.C. 80a-2(a)(48)), an Interactive Data File must consist
only of a complete set of information for all periods required to be presented in the
corresponding data in the Related Official Filing, no more and no less, from all of the
information provided by the electronic filer in the Calculation of the Registration Fee
table contained on the cover page of Form N-2 (§§ 239.14 and 274.11a-1 of this chapter).
96

(4) If the electronic filer is a small business investment company registered under
the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), an Interactive Data File
must consist of only a complete set of information required to be presented in the
corresponding data in the Related Official Filing, no more and no less, from all of the
information provided by the electronic filer in the Calculation of the Registration Fee
table contained on the cover page of Form N-5 (§§ 239.24 and 274.5 of this chapter).
(5) If the electronic filer is a management investment company registered under
the Investment Company Act of 1940 (15 U.S.C. 80a et seq.) or a business development
company as defined in section 2(a)(48) of the Investment Company Act of 1940 (15
U.S.C. 80a-2(a)(48)) with registered securities under the Securities Act of 1933 (15
U.S.C. 77a et seq.), an Interactive Data File must consist of only a complete set of
information required to be presented in the corresponding data in the Related Official
Filing, no more and no less, from all of the information provided by the electronic filer in
the Calculation of the Registration Fee table contained on the cover page of Form N-14
(§ 239.34 of this chapter).
*

*

*

*

*

(f)

*

*

*

(1)

*

*

*

(i) In the manner specified in paragraph (f)(2) of this section rather than as
specified by paragraph (a)(3)(i) of this section: Any electronic filer that is not a
management investment company registered under the Investment Company Act of 1940
(15 U.S.C. 80a et seq.), a small business investment company registered under the
Investment Company Act of 1940 (15 U.S.C. 80a et seq.), or a business development
company as defined in section 2(a)(48) of the Investment Company Act of 1940 (15
97

U.S.C. 80a-2(a)(48)) if it is within one of the following categories, provided, however,
that an Interactive Data File first is required to be submitted in the manner specified by
paragraph (a)(3)(i) of this section for a periodic report on Form 10-Q (§249.308a of this
chapter) if the filer reports on Form 10-Q:
*

*

*

*

*

(ii) In the manner specified in paragraph (f)(3) of this section rather than as
specified by paragraph (a)(3)(ii) of this section: Any electronic filer that is a management
investment company registered under the Investment Company Act of 1940 (15 U.S.C.
80a et seq.), a small business investment company registered under the Investment
Company Act of 1940 (15 U.S.C. 80a et seq.), or a business development company as
defined in section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a2(a)(48)) that, together with other investment companies in the same “group of related
investment companies,” as such term is defined in §270.0-10 of this chapter, has assets
of:
*

*

*

*

*

Note to §232.405: * * * For an issuer that is a management investment company
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), a business
development company as defined in section 2(a)(48) of the Investment Company Act of 1940 (15
U.S.C. 80a-2(a)(48)), or a small business investment company which is registered under the
Investment Company Act of 1940 (15 U.S.C. 80a et seq.), General Instruction C.3.(g) of Form N1A (§§239.15A and 274.11A of this chapter), General Instruction H.2 of Form N-2 (§§ 239.14
and 274.11a-1 of this chapter), General Instruction H of Form N-5 (§§ 239.24 and 274.5 of this
chapter), or General Instruction F.2 of Form N-14 (§ 239.34 of this chapter), as applicable,
specifies the circumstances under which an Interactive Data File must be submitted.

98

PART 239—FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
14.

The general authority citation for part 239 continues to read as follows:

Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 77sss, 78c, 78l,
78m,78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll, 78mm, 80a-2(a), 80a-3, 80a-8, 80a-9,
80a-10, 80a-13, 80a-24, 80a-26, 80a-29, 80a-30, and 80a-37; and sec. 107, Pub. L. 112106, 126 Stat. 312, unless otherwise noted.
*****
15.

Amend Form S-1 (referenced in §239.11) by revising the “Calculation of

Registration Fee” table and the note that immediately follows it to read as follows:
Note: The text of Form S-1 does not, and this amendment will not, appear in the
Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
*

*

*

*

*
CALCULATION OF REGISTRATION FEE

Title of each
class of
securities
to be
registered

Amount
to be
registered

Proposed
maximum
offering price
per unit

Proposed
maximum
aggregate
offering
price

Fee rate

Amount of
registration
fee

Reliance on Rule(s)
(check all that apply)

Rule 415(a)(6)
Rule 429
Rule 457(b) or Rule 0-11(a)(2)
Rule 457(o)
Rule 457(p)

Instructions to the “Calculation of Registration Fee” Table (“Fee Table”) and
Related Disclosure:
99

□
□
□
□
□

1. For a fee calculated as specified in Rule 457(f) (§230.457(f) of this chapter),
disclose the amount and value of securities to be received by the registrant or cancelled
upon the issuance of securities registered on this Form, and explain how the value was
calculated in accordance with Rule 457(f)(1) and (2), as applicable. The explanation
must include the value per share of the securities received by the registrant or cancelled
upon the issuance of securities registered on this Form. Also disclose any amount of cash
to be paid by the registrant in connection with the exchange or other transaction, and any
amount of cash to be received by the registrant in connection with the exchange or other
transaction. In accordance with Rule 457(f)(3), to determine the maximum aggregate
offering price for such a transaction, the registrant should deduct any amount of cash to
be paid by the registrant in connection with the exchange or other transaction from, and
add any amount of cash to be received by the registrant in connection with the exchange
or other transaction to, the value of the securities to be received or cancelled as
calculated in accordance with Rule 457(f)(1) and (2), as applicable. Omit from the fee
table the maximum aggregate offering price per unit.
2. If relying on Rule 457(o) under the Securities Act (§230.457(o) of this chapter)
to register securities on this Form by maximum aggregate offering price, check the
appropriate box in the Fee Table and you may omit from the Fee Table the amount of
securities to be registered and the proposed maximum offering price per unit.
3. When filing a pre-effective amendment that increases the amount of securities
of any class to be registered, disclose, for each such class, the number of securities
previously registered or, if the filing fee previously paid with respect to that class was
calculated in reliance on Rule 457(o), the maximum aggregate offering price previously

100

registered.
4. If you have filed a registration statement for two separate securities and then
decide to increase the amount of one security and decrease the other, you may file a preeffective amendment to reflect such increase and decrease in the Fee Table and reallocate
the fees already paid under the registration statement between the two securities. If a preeffective amendment is filed to increase the amount of securities of one or more
registered classes and decrease the amount of securities of one or more registered classes,
a registrant that did not rely on Rule 457(o) to calculate the filing fee due for the initial
filing or latest pre-effective amendment to such filing may recalculate the total filing fee
due for the registration statement in its entirety and claim an offset pursuant to Rule
457(b) in the amount of the filing fee previously paid in connection with the registration
statement.
5. If relying on Rule 415(a)(6) under the Securities Act (§230.415(a)(6) of this
chapter) to carry forward to this registration statement unsold securities covered by an
earlier registration statement, check the appropriate box in the Fee Table and provide the
following information:
i. The amount of securities being carried forward, expressed in terms of the
number of securities, or, if the related filing fee was calculated in reliance on Rule
457(o), the maximum aggregate offering amount;
ii. The file number of the earlier registration statement;
iii. The initial effective date of the earlier registration statement; and
iv. The filing fee previously paid in connection with the unsold securities being
carried forward.

101

The fee table for the new registration statement should not include the securities
that have been carried forward or the filing fee previously paid in connection with those
securities, which will continue to be applied to those securities.
6. If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter)
to offset some or all of the filing fee due on this registration statement with the filing fee
previously paid for unsold securities under an earlier effective registration statement,
check the appropriate box in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The amount of unsold securities or aggregate offering amount from the prior
registration statement associated with the claimed offset;
iii. The file number of, and the name of the registrant that filed, the earlier
registration statement from which the filing fee is offset;
iv. The initial filing date of the earlier registration statement; and
v. A statement that the registrant has either withdrawn the prior registration
statement or has terminated or completed any offering that included the unsold securities
under the prior registration statement.
If you were not the registrant under that earlier registration statement, checking the box
affirms that you are that registrant’s successor, majority-owned subsidiary, or parent
owning more than 50% of the registrant’s outstanding voting securities eligible to claim a
filing fee offset. See the definitions of “successor” and “majority-owned subsidiary” in
Rule 405 under the Securities Act.
7. If relying on Rule 457(b) under the Securities Act (§230.457(b) of this chapter)

102

or Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this chapter) to offset
some or all of the filing fee due on this registration statement by amounts paid in
connection with earlier filings relating to the same transaction, check the appropriate box
in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The type of filing or form type, file number, and initial filing date of the earlier
registration statement or Exchange Act filing with which the earlier fee was paid; and
iii. If claiming an offset from an earlier Securities Act registration statement, a
detailed explanation of the basis for the claimed offset.
8. If this Form includes a combined prospectus pursuant to Rule 429 under the
Securities Act of 1933 (§230.429 of this chapter), check the appropriate box in the Fee
Table and provide the following information outside the fee table: the file number(s) of
the earlier effective registration statement(s), and the amount or maximum aggregate
offering price of unsold securities registered on the earlier registration statement(s) that
may be offered and sold using the combined prospectus.
9. If not otherwise explained in response to these instructions, disclose specific
details relating to the fee calculation as necessary to clarify the information presented in
the Fee Table, including references to the provisions of Rule 457 (§230.457 of this
chapter) relied upon.
10. Disclosure provided in response to these instructions must immediately follow
the Fee Table.
*

*

*

*

*

103

16.

Amend Form S-3 (referenced in §239.13) by:

a.

Revising the “Calculation of Registration Fee” table and the notes that

immediately follow it;
b.

Removing and reserving paragraphs D and E of “II. Application of

General Rules and Regulations” under the General Instructions; and
c.

Revising paragraph F of “II. Application of General Rules and

Regulations” under the General Instructions.
The revisions read as follows:
Note: The text of Form S-3 does not, and this amendment will not, appear in the
Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
*

*

*

*

*
CALCULATION OF REGISTRATION FEE

Title of each
class of
securities
to be
registered

Amount
to be
registered

Proposed
maximum
offering price
per unit

Proposed
maximum
aggregate
offering
price

Fee rate

Amount of
registration
fee

Reliance on Rule(s)
(check all that apply)

Rule 415(a)(6)
Rule 429
Rule 457(b) or Rule 0-11(a)(2)
Rule 457(o)
Rule 457(p)

□
□
□
□
□

Instructions to the “Calculation of Registration Fee” Table (“Fee Table”) and
Related Disclosure:
1. If relying on Rule 457(o) under the Securities Act (§230.457(o) of this chapter)

104

to register securities on this Form by maximum aggregate offering price, check the
appropriate box in the Fee Table and you may omit from the Fee Table the amount of
securities to be registered and the proposed maximum offering price per unit.
2. When filing a pre-effective amendment that increases the amount of securities
of any class to be registered, disclose, for each such class, the number of securities
previously registered or, if the filing fee previously paid with respect to that class was
calculated in reliance on Rule 457(o), the maximum aggregate offering price previously
registered.
3. If you have filed a registration statement for two separate securities and then
decide to increase the amount of one security and decrease the other, you may file a preeffective amendment to reflect such increase and decrease in the Fee Table and reallocate
the fees already paid under the registration statement between the two securities. If a preeffective amendment is filed to increase the amount of securities of one or more
registered classes and decrease the amount of securities of one or more registered classes,
a registrant that did not rely on Rule 457(o) to calculate the filing fee due for the initial
filing or latest pre-effective amendment to such filing may recalculate the total filing fee
due for the registration statement in its entirety and claim an offset pursuant to Rule
457(b) in the amount of the filing fee previously paid in connection with the registration
statement.
4. When registering two or more classes of securities pursuant to General
Instruction I.B.1., I.B.2., I.B.6., or I.D. of this Form for an offering pursuant to Securities
Act Rule 415(a)(1)(x) (§230.415(a)(1)(x) of this chapter) and where this form is not filed
by a well-known seasoned issuer that elects to defer payment of fees as permitted by Rule

105

456(b), Rule 457(o) permits the calculation of the registration fee to be based on the
maximum offering price of all the securities listed in the Fee Table. In this event, the Fee
Table must list each of the classes of securities being registered and state the maximum
aggregate offering price for all of the classes of securities on a combined basis, but may
omit the proposed maximum aggregate offering price for each class.
5. A well-known seasoned issuer registering securities on an automatic shelf
registration statement pursuant to General Instruction I.D. of this Form may, at its option,
defer payment of registration fees as permitted by Rule 456(b) (§230.456(b) of this
chapter). If a registrant elects to pay all or any portion of the registration fees on a
deferred basis, the Fee Table in the initial filing must identify the classes of securities
being registered and the registrant must state, in response to this instruction, that it elects
to rely on Securities Act Rules 456(b) and 457(r), but the Fee Table does not need to
specify any other information. When the issuer files a post-effective amendment or a
prospectus in accordance with Rule 456(b)(1)(ii) (§230.456(b)(1)(ii) of this chapter) to
pay a deferred fee, the amended Fee Table must specify either the dollar amount of
securities being registered if paid in advance of or in connection with an offering or
offerings or the aggregate offering price for all classes of securities in the referenced
offering or offerings and the applicable registration fee, which shall be calculated based
on the fee payment rate in effect on the date of the fee payment.
6. If relying on Rule 415(a)(6) under the Securities Act (§230.415(a)(6) of this
chapter) to carry forward to this registration statement unsold securities covered by an
earlier registration statement, check the appropriate box in the Fee Table and provide the
following information:

106

i. The amount of securities being carried forward, expressed in terms of the
number of securities, or, if the related filing fee was calculated in reliance on Rule
457(o), the maximum aggregate offering amount;
ii. The file number of the earlier registration statement;
iii. The initial effective date of the earlier registration statement; and
iv. The filing fee previously paid in connection with the unsold securities being
carried forward.
The fee table for the new registration statement should not include the securities
that have been carried forward or the filing fee previously paid in connection with those
securities, which will continue to be applied to those securities.
7. If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter)
to offset some or all of the filing fee due on this registration statement with the filing fee
previously paid for unsold securities under an earlier effective registration statement,
check the appropriate box in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The amount of unsold securities or aggregate offering amount from the prior
registration statement associated with the claimed offset;
iii. The file number of, and the name of the registrant that filed, the earlier
registration statement from which the filing fee is offset;
iv. The initial filing date of the earlier registration statement; and
v. A statement that the registrant has either withdrawn the prior registration
statement or has terminated or completed any offering that included the unsold securities

107

under the prior registration statement.
If you were not the registrant under that earlier registration statement, checking the box
affirms that you are that registrant’s successor, majority-owned subsidiary, or parent
owning more than 50% of the registrant’s outstanding voting securities eligible to claim a
filing fee offset. See the definitions of “successor” and “majority-owned subsidiary” in
Rule 405 under the Securities Act.
8. If relying on Rule 457(b) under the Securities Act (§230.457(b) of this chapter)
or Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this chapter) to offset
some or all of the filing fee due on this registration statement by amounts paid in
connection with earlier filings relating to the same transaction, check the appropriate box
in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The type of filing or form type, file number, and initial filing date of the earlier
registration statement or Exchange Act filing with which the earlier fee was paid; and
iii. If claiming an offset from an earlier Securities Act registration statement, a
detailed explanation of the basis for the claimed offset.
9. If this Form includes a combined prospectus pursuant to Rule 429 under the
Securities Act of 1933 (§230.429 of this chapter), check the appropriate box in the Fee
Table and provide the following information outside the fee table: the file number(s) of
the earlier effective registration statement(s), and the amount or maximum aggregate
offering price of unsold securities registered on the earlier registration statement(s) that
may be offered and sold using the combined prospectus.

108

10. If not otherwise explained in response to these instructions, disclose specific
details relating to the fee calculation as necessary to clarify the information presented in
the Fee Table, including references to the provisions of Rule 457 (§230.457 of this
chapter) relied upon.
11. Disclosure provided in response to these instructions must immediately follow
the Fee Table.
GENERAL INSTRUCTIONS
*

*

II.
*

*

*

*

Application of General Rules and Regulations
*

*

*

*

D.

[Reserved]

E.

[Reserved]
F.

Information in Automatic and Non-Automatic Shelf Registration

Statements. Where securities are being registered on this Form pursuant to General
Instruction I.B.1, I.B.2, I.B.6, I.C., or I.D., information is only required to be furnished as
of the date of initial effectiveness of the registration statement to the extent required by
Rule 430A or Rule 430B. Required information about a specific transaction must be
included in the prospectus in the registration statement by means of a prospectus that is
deemed to be part of and included in the registration statement pursuant to Rule 430A or
Rule 430B, a post-effective amendment to the registration statement, or a periodic or
current report under the Exchange Act incorporated by reference into the registration
statement and the prospectus and identified in a prospectus filed, as required by Rule
430B, pursuant to Rule 424(b) (§230.424(b) of this chapter), provided, however, that

109

information specified in the definition of the term “General Interactive Data File”
(§232.11 of this chapter) shall be placed in one of these documents other than a periodic
or current report under the Exchange Act incorporated by reference into the registration
statement. Each post-effective amendment or final prospectus filed pursuant to Rule
424(b), in either case filed to provide required information about a specific transaction,
must include the maximum aggregate amount or maximum aggregate offering price of
the securities to which the post-effective amendment or prospectus relates and each such
prospectus must indicate that it is a final prospectus for the related offering.
*

*

*

*

*

17.

Amend Form S-8 (referenced in §239.16b) by:

a.

Revising the “Calculation of Registration Fee” table;

b.

Removing paragraph 2 of the Notes to the “Calculation of Registration

Fee” Table; and
c.

Adding text immediately after the Notes to the “Calculation of

Registration Fee Table”.
The revisions and additions read as follows:
Note: The text of Form S-8 does not, and this amendment will not, appear in the
Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
*

*

*

*

*

110

CALCULATION OF REGISTRATION FEE
Title of each
class of
securities
to be
registered

Amount
to be
registered

Proposed
maximum
offering price
per unit

Proposed
maximum
aggregate
offering
price

Fee rate

Amount of
registration
fee

Reliance on Rule(s)
(check all that apply)

Rule 457(o)
Rule 457(p)

□
□

Notes:
1. If plan interests are being registered, include the following: In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit
plan(s) described herein.
Instructions to the “Calculation of Registration Fee” Table (“Fee Table”) and
Related Disclosure
1. If relying on Rule 457(a) and (h) under the Securities Act (§230.457(a) and (h)
of this chapter) to calculate the fee due for this registration statement and the offering
price of the securities is not known, disclose the basis of the price of the securities to be
registered as determined pursuant to Securities Act Rule 457(h).
2. If relying on Rule 457(o) under the Securities Act (§230.457(o) of this chapter)
to register securities on this Form by maximum aggregate offering price, check the
appropriate box in the Fee Table and you may omit from the Fee Table the amount of
securities to be registered and the proposed maximum offering price per unit.
3. If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter)
to offset some or all of the filing fee due on this registration statement with the filing fee
111

previously paid for unsold securities under an earlier effective registration statement,
check the appropriate box in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The amount of unsold securities or aggregate offering amount from the prior
registration statement associated with the claimed offset;
iii. The file number of, and the name of the registrant that filed, the earlier
registration statement from which the filing fee is offset;
iv. The initial filing date of the earlier registration statement; and
v. A statement that the registrant has either withdrawn the prior registration
statement or has terminated or completed any offering that included the unsold securities
under the prior registration statement.
If you were not the registrant under that earlier registration statement, checking the box
affirms that you are that registrant’s successor, majority-owned subsidiary, or parent
owning more than 50% of the registrant’s outstanding voting securities eligible to claim a
filing fee offset. See the definitions of “successor” and “majority-owned subsidiary” in
Rule 405 under the Securities Act.
4. If not otherwise explained in response to these instructions, disclose specific
details relating to the fee calculation as necessary to clarify the information presented in
the Fee Table, including references to the provisions of Rule 457 (§230.457 of this
chapter) relied upon.
5. Disclosure provided in response to these instructions must immediately follow
the Fee Table.

112

*

*

*

*

*

18. Amend Form S-11 (referenced in §239.18) by:
a.

Revising the “Calculation of Registration Fee” table; and

b.

Revising the note immediately beneath the revised “Calculation of

Registration Fee” table and immediately above the paragraph that begins “The registrant
hereby amends this registration statement”.
The revisions read as follows:
Note: The text of Form S-11 does not, and this amendment will not, appear in the
Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-11
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
*

*

*

*

*
CALCULATION OF REGISTRATION FEE

Title of each
class of
securities
to be
registered

Amount
to be
registered

Proposed
maximum
offering price
per unit

Proposed
maximum
aggregate
offering
price

Fee rate

Amount of
registration
fee

Reliance on Rule(s)
(check all that apply)

Rule 415(a)(6)
Rule 429
Rule 457(b) or Rule 0-11(a)(2)
Rule 457(o)
Rule 457(p)

Instructions to the “Calculation of Registration Fee” Table (“Fee Table”) and
Related Disclosure:
1. For a fee calculated as specified in Rule 457(f) (§230.457(f) of this chapter),
disclose the amount and value of securities to be received by the registrant or cancelled
113

□
□
□
□
□

upon the issuance of securities registered on this Form, and explain how the value was
calculated in accordance with Rule 457(f)(1) and (2), as applicable. The explanation
must include the value per share of the securities received by the registrant or cancelled
upon the issuance of securities registered on this Form. Also disclose any amount of cash
to be paid by the registrant and any amount of cash to be received by the registrant in
connection with the exchange or other transaction. In accordance with Rule 457(f)(3), to
determine the maximum aggregate offering price for such a transaction, the registrant
should deduct any amount of cash to be paid by the registrant in connection with the
exchange or other transaction from, and add any amount of cash to be received by the
registrant in connection with the exchange or other transaction to, the value of the
securities to be received or cancelled as calculated in accordance with Rule 457(f)(1) and
(2), as applicable. Omit from the fee table the maximum aggregate offering price per
unit.
2. If relying on Rule 457(o) under the Securities Act (§230.457(o) of this chapter)
to register securities on this Form by maximum aggregate offering price, check the
appropriate box in the Fee Table and you may omit from the Fee Table the amount of
securities to be registered and the proposed maximum offering price per unit.
3. When filing a pre-effective amendment that increases the amount of securities
of any class to be registered, disclose, for each such class, the number of securities
previously registered or, if the filing fee previously paid with respect to that class was
calculated in reliance on Rule 457(o), the maximum aggregate offering price previously
registered.
4. If you have filed a registration statement for two separate securities and then

114

decide to increase the amount of one security and decrease the other, you may file a preeffective amendment to reflect such increase and decrease in the Fee Table and reallocate
the fees already paid under the registration statement between the two securities. If a preeffective amendment is filed to increase the amount of securities of one or more
registered classes and decrease the amount of securities of one or more registered classes,
a registrant that did not rely on Rule 457(o) to calculate the filing fee due for the initial
filing or latest pre-effective amendment to such filing may recalculate the total filing fee
due for the registration statement in its entirety and claim an offset pursuant to Rule
457(b) in the amount of the filing fee previously paid in connection with the registration
statement.
5. If relying on Rule 415(a)(6) under the Securities Act (§230.415(a)(6) of this
chapter) to carry forward to this registration statement unsold securities covered by an
earlier registration statement, check the appropriate box in the Fee Table and provide the
following information:
i. The amount of securities being carried forward, expressed in terms of the
number of securities or, if the related filing fee was calculated in reliance on Rule 457(o),
the maximum aggregate offering amount;
ii. The file number of the earlier registration statement;
iii. The initial effective date of the earlier registration statement; and
iv. The filing fee previously paid in connection with the unsold securities being
carried forward.
The fee table for the new registration statement should not include the securities
that have been carried forward or the filing fee previously paid in connection with those

115

securities, which will continue to be applied to those securities.
6. If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter)
to offset some or all of the filing fee due on this registration statement with the filing fee
previously paid for unsold securities under an earlier effective registration statement,
check the appropriate box in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The amount of unsold securities or aggregate offering amount from the prior
registration statement associated with the claimed offset;
iii. The file number of, and the name of the registrant that filed, the earlier
registration statement from which the filing fee is offset;
iv. The initial filing date of the earlier registration statement; and
v. A statement that the registrant has either withdrawn the prior registration
statement or has terminated or completed any offering that included the unsold securities
under the prior registration statement.
If you were not the registrant under that earlier registration statement, checking the box
affirms that you are that registrant’s successor, majority-owned subsidiary, or parent
owning more than 50% of the registrant’s outstanding voting securities eligible to claim a
filing fee offset. See the definitions of “successor” and “majority-owned subsidiary” in
Rule 405 under the Securities Act.
7. If relying on Rule 457(b) under the Securities Act (§230.457(b) of this chapter)
or Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this chapter) to offset
some or all of the filing fee due on this registration statement by amounts paid in

116

connection with earlier filings relating to the same transaction, check the appropriate box
in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The type of filing or form type, file number, and initial filing date of the earlier
registration statement or Exchange Act filing with which the earlier fee was paid; and
iii. If claiming an offset from an earlier Securities Act registration statement, a
detailed explanation of the basis for the claimed offset.
8. If this Form includes a combined prospectus pursuant to Rule 429 under the
Securities Act of 1933 (§230.429 of this chapter), check the appropriate box in the Fee
Table and provide the following information outside the fee table: the file number(s) of
the earlier effective registration statement(s), and the amount or maximum aggregate
offering price of unsold securities registered on the earlier registration statement(s) that
may be offered and sold using the combined prospectus.
9. If not otherwise explained in response to these instructions, disclose specific
details relating to the fee calculation as necessary to clarify the information presented in
the Fee Table, including references to the provisions of Rule 457 (§230.457 of this
chapter) relied upon.
10. Disclosure provided in response to these instructions must immediately follow
the Fee Table.
*

*

*
19.

*

*
Amend Form N-14 (referenced in §239.23) by

a. Revising the “Calculation of Registration Fee under the Securities Act of

117

1933” table; and
b. Revising General Instruction F.
The revisions read as follows:
Note: The text of Form N-14 does not, and this amendment will not, appear in the
Code of Federal Regulations.
*

*

*

*

*

Calculation of Registration Fee under the Securities Act of 1933
Title of
Securities
Being
Registered
*

*

*

*

Amount
Being
Registered

Proposed
Maximum
Offering Price
per Unit

Proposed
Maximum
Aggregate
Offering Price

Fee
Rate

Amount of
Registration
Fee

*

F. Preparation of the Registration Statement
1.

The following instructions for completing Form N-14 are divided into

three parts. Part A relates to the prospectus required by Section 10(a) of the Securities
Act. Part B relates to the SAI that must be provided upon request to recipients of the
prospectus. Part C relates to other information that is required to be in the registration
statement.
2.

Interactive Data Files

a.

An Interactive Data File as defined in Rule 11 of Regulation S-T is

required to be submitted to the Commission in the manner provided by Rule 405 of
Regulation S-T for any registration statement or post-effective amendment thereto on
Form N-14 containing the cover page information specified in Rule 405 of Regulation
S-T. The Interactive Data File must be submitted either with the filing, or as an

118

amendment to the registration statement to which it relates that is submitted on or
before the date the registration statement or post-effective amendment that contains the
related information becomes effective.
b.

The Interactive Data File must be submitted in accordance with the

specifications in the EDGAR Filer Manual.
*

* *

*

*

20.

Amend Form S-4 (referenced in §239.25) by:

a.

Revising the “Calculation of Registration Fee” table and the note that

immediately follows it;
b.

Revising General Instruction H; and

c.

Removing and reserving General Instruction J.

The revisions read as follows:
Note: The text of Form S-4 does not, and this amendment will not, appear in the
Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
*

*

*

*

*
CALCULATION OF REGISTRATION FEE

Title of each
class of
securities
to be
registered

Amount
to be
registered

Proposed
maximum
offering price
per unit

Proposed
maximum
aggregate
offering
price

119

Fee rate

Amount of
registration
fee

Reliance on Rule(s)
(check all that apply)

Rule 415(a)(6)
Rule 429
Rule 457(b) or Rule 0-11(a)(2)
Rule 457(o)
Rule 457(p)

□
□
□
□
□

Instructions to the “Calculation of Registration Fee” Table (“Fee Table”) and
Related Disclosure:
1. For a fee calculated as specified in Rule 457(f) (§230.457(f) of this chapter),
disclose the amount and value of securities to be received by the registrant or cancelled
upon the issuance of securities registered on this Form, and explain how the value was
calculated in accordance with Rule 457(f)(1) and (2), as applicable. The explanation
must include the value per share of the securities received by the registrant or cancelled
upon the issuance of securities registered on this Form. Also disclose any amount of cash
to be paid by the registrant in connection with the exchange or other transaction, and any
amount of cash to be received by the registrant in connection with the exchange or other
transaction. In accordance with Rule 457(f)(3), to determine the maximum aggregate
offering price for such a transaction, the registrant should deduct any amount of cash to
be paid by the registrant in connection with the exchange or other transaction from, and
add any amount of cash to be received by the registrant in connection with the exchange
or other transaction to, the value of the securities to be received or cancelled as calculated
in accordance with Rule 457(f)(1) and (2), as applicable. Omit from the fee table the
maximum aggregate offering price per unit.
2. If relying on Rule 457(o) under the Securities Act (§230.457(o) of this chapter)
to register securities on this Form by maximum aggregate offering price, check the
appropriate box in the Fee Table and you may omit from the Fee Table the amount of

120

securities to be registered and the proposed maximum offering price per unit.
3. When filing a pre-effective amendment that increases the amount of securities
of any class to be registered, disclose, for each such class, the number of securities
previously registered or, if the filing fee previously paid with respect to that class was
calculated in reliance on Rule 457(o), the maximum aggregate offering price previously
registered.
4. If you have filed a registration statement for two separate securities and then
decide to increase the amount of one security and decrease the other, you may file a preeffective amendment to reflect such increase and decrease in the Fee Table and reallocate
the fees already paid under the registration statement between the two securities. If a preeffective amendment is filed to increase the amount of securities of one or more
registered classes and decrease the amount of securities of one or more registered classes,
a registrant that did not rely on Rule 457(o) to calculate the filing fee due for the initial
filing or latest pre-effective amendment to such filing may recalculate the total filing fee
due for the registration statement in its entirety and claim an offset pursuant to Rule
457(b) in the amount of the filing fee previously paid in connection with the registration
statement.
5. When registering two or more classes of securities on this Form to be offered
on a delayed or continuous basis pursuant to §230.415(a)(1)(viii), Rule 457(o) permits
the calculation of the registration fee to be based on the maximum offering price of all the
securities listed in the Fee Table if the registrant is eligible to use Form S-3 for a primary
offering. In this event, the Fee Table must list each of the classes of securities being
registered and state the maximum aggregate offering price for all of the classes of

121

securities on a combined basis, but may omit the proposed maximum aggregate offering
price for each class.
6. If relying on Rule 415(a)(6) under the Securities Act (§230.415(a)(6) of this
chapter) to carry forward to this registration statement unsold securities covered by an
earlier registration statement, check the appropriate box in the Fee Table and provide the
following information:
i. The amount of securities being carried forward, expressed in terms of the
number of securities or, if the related filing fee was calculated in reliance on Rule 457(o),
the maximum aggregate offering amount;
ii. The file number of the earlier registration statement;
iii. The initial effective date of the earlier registration statement; and
iv. The filing fee previously paid in connection with the unsold securities being
carried forward.
The fee table for the new registration statement should not include the securities
that have been carried forward or the filing fee previously paid in connection with those
securities, which will continue to be applied to those securities.
7. If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter)
to offset some or all of the filing fee due on this registration statement with the filing fee
previously paid for unsold securities under an earlier effective registration statement,
check the appropriate box in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The amount of unsold securities or aggregate offering amount from the prior

122

registration statement associated with the claimed offset;
iii. The file number of, and the name of the registrant that filed, the earlier
registration statement from which the filing fee is offset;
iv. The initial filing date of the earlier registration statement; and
v. A statement that the registrant has either withdrawn the prior registration
statement or has terminated or completed any offering that included the unsold securities
under the prior registration statement.
If you were not the registrant under that earlier registration statement, checking the box
affirms that you are that registrant’s successor, majority-owned subsidiary, or parent
owning more than 50% of the registrant’s outstanding voting securities eligible to claim a
filing fee offset. See the definitions of “successor” and “majority-owned subsidiary” in
Rule 405 under the Securities Act.
8. If you are relying on Rule 457(b) under the Securities Act (§230.457(b) of this
chapter) or Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this chapter) to
offset some or all of the filing fee due on this registration statement by amounts paid in
connection with earlier filings relating to the same transaction, check the appropriate box
in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The type of filing or form type, file number, and initial filing date of the earlier
registration statement or Exchange Act filing with which the earlier fee was paid; and
iii. If claiming an offset from an earlier Securities Act registration statement, a
detailed explanation of the basis for the claimed offset.

123

9. If this Form includes a combined prospectus pursuant to Rule 429 under the
Securities Act of 1933 (§230.429 of this chapter), check the appropriate box in the Fee
Table and provide the following information outside the fee table: the file number(s) of
the earlier effective registration statement(s), and the amount or maximum aggregate
offering price of unsold securities registered on the earlier registration statement(s) that
may be offered and sold using the combined prospectus.
10. If not otherwise explained in response to these instructions, disclose specific
details relating to the fee calculation as necessary to clarify the information presented in
the Fee Table, including references to the provisions of Rule 457 (§230.457 of this
chapter) relied upon.
11. Disclosure provided in response to these instructions must immediately follow
the Fee Table.
*

*

*
H.

*

*

GENERAL INSTRUCTIONS

Registration Statements Subject to Rule 415(a)(1)(viii)

(§230.415(a)(1)(viii) of this chapter)
If the registration statement relates to offerings of securities pursuant to Rule
415(a)(1)(viii), required information about the type of contemplated transaction and the
company to be acquired only need be furnished as of the date of initial effectiveness of
the registration statement to the extent practicable. The required information about the
specific transaction and the particular company being acquired, however, must be
included in the prospectus by means of a post-effective amendment; Provided, however,
that where the transaction in which the securities are being offered pursuant to a
registration statement under the Securities Act of 1933 would itself qualify for an

124

exemption from Section 5 of the Act, absent the existence of other similar (prior or
subsequent) transactions, a prospectus supplement could be used to furnish the
information necessary in connection with such transaction. Each post-effective
amendment or final prospectus supplement filed to provide required information about a
specific transaction and particular company being acquired must include the maximum
aggregate amount or maximum aggregate offering price of the securities to which the
post-effective amendment or prospectus relates, and each such prospectus must indicate
that it is a final prospectus for the related offering.
*

*

J.
*

*

*

*

[Reserved]
*

*

*

21.

*
Amend Form F-1 (referenced in §239.31) by revising the “Calculation of

Registration Fee” table and the Note immediately below it to read as follows:
Note: The text of Form F-1 does not, and this amendment will not, appear in the
Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
*

*

*

*

*
CALCULATION OF REGISTRATION FEE

Title of each
class of
securities
to be
registered

Amount
to be
registered

Proposed
maximum
offering price
per unit

Proposed
maximum
aggregate
offering
price

125

Fee rate

Amount of
registration
fee

Reliance on Rule(s)
(check all that apply)

Rule 415(a)(6)
Rule 429
Rule 457(b) or Rule 0-11(a)(2)
Rule 457(o)
Rule 457(p)

□
□
□
□
□

Instructions to the “Calculation of Registration Fee” Table (“Fee Table”) and
Related Disclosure:
1. For a fee calculated as specified in Rule 457(f) (§230.457(f) of this chapter),
disclose the amount and value of securities to be received by the registrant or cancelled
upon the issuance of securities registered on this Form, and explain how the value was
calculated in accordance with Rule 457(f)(1) and (2), as applicable. The explanation
must include the value per share of the securities received by the registrant or cancelled
upon the issuance of securities registered on this Form. Also disclose any amount of cash
to be paid by the registrant and any amount of cash to be received by the registrant in
connection with the exchange or other transaction. In accordance with Rule 457(f)(3), to
determine the maximum aggregate offering price for such a transaction, the registrant
should deduct any amount of cash to be paid by the registrant in connection with the
exchange or other transaction from, and add any amount of cash to be received by the
registrant in connection with the exchange or other transaction to, the value of the
securities to be received or cancelled as calculated in accordance with Rule 457(f)(1) and
(2), as applicable. Omit from the fee table the maximum aggregate offering price per
unit.
2. If relying on Rule 457(o) under the Securities Act (§230.457(o) of this chapter)
to register securities on this Form by maximum aggregate offering price, check the
appropriate box in the Fee Table and you may omit from the Fee Table the amount of

126

securities to be registered and the proposed maximum offering price per unit.
3. When filing a pre-effective amendment that increases the amount of securities
of any class to be registered, disclose, for each such class, the number of securities
previously registered or, if the filing fee previously paid with respect to that class was
calculated in reliance on Rule 457(o), the maximum aggregate offering price previously
registered.
4. If you have filed a registration statement for two separate securities and then
decide to increase the amount of one security and decrease the other, you may file a preeffective amendment to reflect such increase and decrease in the Fee Table and reallocate
the fees already paid under the registration statement between the two securities. If a preeffective amendment is filed to increase the amount of securities of one or more
registered classes and decrease the amount of securities of one or more registered classes,
a registrant that did not rely on Rule 457(o) to calculate the filing fee due for the initial
filing or latest pre-effective amendment to such filing may recalculate the total filing fee
due for the registration statement in its entirety and claim an offset pursuant to Rule
457(b) in the amount of the filing fee previously paid in connection with the registration
statement.
5. If relying on Rule 415(a)(6) under the Securities Act (§230.415(a)(6) of this
chapter) to carry forward to this registration statement unsold securities covered by an
earlier registration statement, check the appropriate box in the Fee Table and provide the
following information:
i. The amount of securities being carried forward, expressed in terms of the
number of securities or, if the related filing fee was calculated in reliance on Rule 457(o),

127

the maximum aggregate offering amount;
ii. The file number of the earlier registration statement;
iii. The initial effective date of the earlier registration statement; and
iv. The filing fee previously paid in connection with the unsold securities being
carried forward.
The fee table for the new registration statement should not include the securities
that have been carried forward or the filing fee previously paid in connection with those
securities, which will continue to be applied to those securities.
6. If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter)
to offset some or all of the filing fee due on this registration statement with the filing fee
previously paid for unsold securities under an earlier effective registration statement,
check the appropriate box in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The amount of unsold securities or aggregate offering amount from the prior
registration statement associated with the claimed offset;
iii. The file number of, and the name of the registrant that filed, the earlier
registration statement from which the filing fee is offset;
iv. The initial filing date of the earlier registration statement; and
v. A statement that the registrant has either withdrawn the prior registration
statement or has terminated or completed any offering that included the unsold securities
under the prior registration statement.
If you were not the registrant under that earlier registration statement, checking the box

128

affirms that you are that registrant’s successor, majority-owned subsidiary, or parent
owning more than 50% of the registrant’s outstanding voting securities eligible to claim a
filing fee offset. See the definitions of “successor” and “majority-owned subsidiary” in
Rule 405 under the Securities Act.
7. If relying on Rule 457(b) under the Securities Act (§230.457(b) of this chapter)
or Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this chapter) to offset
some or all of the filing fee due on this registration statement by amounts paid in
connection with earlier filings relating to the same transaction, check the appropriate box
in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The type of filing or form type, file number, and initial filing date of the earlier
registration statement or Exchange Act filing with which the earlier fee was paid; and
iii. If claiming an offset from an earlier Securities Act registration statement, a
detailed explanation of the basis for the claimed offset.
8. If this Form includes a combined prospectus pursuant to Rule 429 under the
Securities Act of 1933 (§230.429 of this chapter), check the appropriate box in the Fee
Table and provide the following information outside the fee table: the file number(s) of
the earlier effective registration statement(s), and the amount or maximum aggregate
offering price of unsold securities registered on the earlier registration statement(s) that
may be offered and sold using the combined prospectus.
9. If not otherwise explained in response to these instructions, disclose specific
details relating to the fee calculation as necessary to clarify the information presented in

129

the Fee Table, including references to the provisions of Rule 457 (§230.457 of this
chapter) relied upon.
10. Disclosure provided in response to these instructions must immediately follow
the Fee Table.
*

*

*

*

*

22.

Amend Form F-3 (referenced in §239.33) by:

a.

Revising the “Calculation of Registration Fee” table and the Notes to the

Calculation of Registration Fee Table;
b.

Removing and reserving paragraphs C and F of “II. Application of

General Rules and Regulations” under the General Instructions; and
c.

Revising paragraph G of “II. Application of General Rules and

Regulations” under the General Instructions.
The revisions read as follows:
Note: The text of Form F-3 does not, and this amendment will not, appear in the
Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
*

*

*

*

*
CALCULATION OF REGISTRATION FEE

Title of each
class of
securities
to be
registered

Amount
to be
registered

Proposed
maximum
offering price
per unit

Proposed
maximum
aggregate
offering
price

130

Fee rate

Amount of
registration
fee

Reliance on Rule(s)
(check all that apply)

Rule 415(a)(6)
Rule 429
Rule 457(b) or Rule 0-11(a)(2)
Rule 457(o)
Rule 457(p)

□
□
□
□
□

Instructions to the “Calculation of Registration Fee” Table (“Fee Table”) and
Related Disclosure:
1. If relying on Rule 457(o) under the Securities Act (§230.457(o) of this chapter)
to register securities on this Form by maximum aggregate offering price, check the
appropriate box in the Fee Table and you may omit from the Fee Table the amount of
securities to be registered and the proposed maximum offering price per unit.
2. When filing a pre-effective amendment that increases the amount of securities
of any class to be registered, disclose, for each such class, the number of securities
previously registered or, if the filing fee previously paid with respect to that class was
calculated in reliance on Rule 457(o), the maximum aggregate offering price previously
registered.
3. If you have filed a registration statement for two separate securities and then
decide to increase the amount of one security and decrease the other, you may file a preeffective amendment to reflect such increase and decrease in the Fee Table and reallocate
the fees already paid under the registration statement between the two securities. If a preeffective amendment is filed to increase the amount of securities of one or more
registered classes and decrease the amount of securities of one or more registered classes,
a registrant that did not rely on Rule 457(o) to calculate the filing fee due for the initial
filing or latest pre-effective amendment to such filing may recalculate the total filing fee
due for the registration statement in its entirety and claim an offset pursuant to Rule
457(b) in the amount of the filing fee previously paid in connection with the registration

131

statement.
4. When registering two or more classes of securities pursuant to General
Instruction I.B.1., I.B.2., I.B.5., or I.C of this Form for an offering pursuant to Securities
Act Rule 415(a)(1)(x) (§230.415(a)(1)(x) of this chapter), and where this form is not filed
by a well-known seasoned issuer that elects to defer payment of fees as permitted by Rule
456(b), Rule 457(o) permits the calculation of the registration fee to be based on the
maximum offering price of all the securities listed in the Fee Table. In this event, the Fee
Table must list each of the classes of securities being registered and state the maximum
aggregate offering price for all of the classes of securities on a combined basis, but may
omit the proposed maximum aggregate offering price for each class.
5. A well-known seasoned issuer registering securities on an automatic shelf
registration statement pursuant to General Instruction I.C. of this Form may, at its option,
defer payment of registration fees as permitted by Rule 456(b) (§230.456(b) of this
chapter). If a registrant elects to pay all or any portion of the registration fees on a
deferred basis, the Fee Table in the initial filing must identify the classes of securities
being registered and the registrant must state, in response to this instruction, that it elects
to rely on Securities Act Rules 456(b) and 457(r), but the Fee Table does not need to
specify any other information. When the issuer files a post-effective amendment or a
prospectus in accordance with Rule 456(b)(1)(ii) (§230.456(b)(1)(ii) of this chapter) to
pay a deferred fee, the amended Fee Table must specify either the dollar amount of
securities being registered if paid in advance of or in connection with an offering or
offerings or the aggregate offering price for all classes of securities in the referenced
offering or offerings and the applicable registration fee, which shall be calculated based

132

on the fee payment rate in effect on the date of the fee payment.
6. If relying on Rule 415(a)(6) under the Securities Act (§230.415(a)(6) of this
chapter) to carry forward to this registration statement unsold securities covered by an
earlier registration statement, check the appropriate box in the Fee Table and provide the
following information:
i. The amount of securities being carried forward, expressed in terms of the
number of securities, or, if the related filing fee was calculated in reliance on Rule
457(o), the maximum aggregate offering amount;
ii. The file number of the earlier registration statement;
iii. The initial effective date of the earlier registration statement; and
iv. The filing fee previously paid in connection with the unsold securities being
carried forward.
The fee table for the new registration statement should not include the securities
that have been carried forward or the filing fee previously paid in connection with those
securities, which will continue to be applied to those securities.
7. If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter)
to offset some or all of the filing fee due on this registration statement with the filing fee
previously paid for unsold securities under an earlier effective registration statement,
check the appropriate box in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The amount of unsold securities or aggregate offering amount from the prior
registration statement associated with the claimed offset;

133

iii. The file number of, and the name of the registrant that filed, the earlier
registration statement from which the filing fee is offset;
iv. The initial filing date of the earlier registration statement; and
v. A statement that the registrant has either withdrawn the prior registration
statement or has terminated or completed any offering that included the unsold securities
under the prior registration statement.
If you were not the registrant under that earlier registration statement, checking the box
affirms that you are that registrant’s successor, majority-owned subsidiary, or parent
owning more than 50% of the registrant’s outstanding voting securities eligible to claim a
filing fee offset. See the definitions of “successor” and “majority-owned subsidiary” in
Rule 405 under the Securities Act.
8. If relying on Rule 457(b) under the Securities Act (§230.457(b) of this chapter)
or Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this chapter) to offset
some or all of the filing fee due on this registration statement by amounts paid in
connection with earlier filings relating to the same transaction, check the appropriate box
in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The type of filing or form type, file number, and initial filing date of the earlier
registration statement or Exchange Act filing with which the earlier fee was paid; and
iii. If claiming an offset from an earlier Securities Act registration statement, a
detailed explanation of the basis for the claimed offset.
9. If this Form includes a combined prospectus pursuant to Rule 429 under the

134

Securities Act of 1933 (§230.429 of this chapter), check the appropriate box in the Fee
Table and provide the following information outside the fee table: the file number(s) of
the earlier effective registration statement(s), and the amount or maximum aggregate
offering price of unsold securities registered on the earlier registration statement(s) that
may be offered and sold using the combined prospectus.
10. If not otherwise explained in response to these instructions, disclose specific
details relating to the fee calculation as necessary to clarify the information presented in
the Fee Table, including references to the provisions of Rule 457 (§230.457 of this
chapter) relied upon.
11. Disclosure provided in response to these instructions must immediately follow
the Fee Table.
GENERAL INSTRUCTIONS
*

*

II.
*

*

*

Application of General Rules and Regulations
*

C.
*

*

* *

*

[Reserved]
*

*

*

*

F.

[Reserved]

G.

Information in Automatic and Non-Automatic Shelf Registration Statements.
Where securities are being registered on this Form pursuant to General Instruction

I.A.5, I.B.1, I.B.2, I.B.5, or I.C., information is only required to be furnished as of the
date of initial effectiveness of the registration statement to the extent required by Rule
430A or Rule 430B. Required information about a specific transaction must be included

135

in the prospectus in the registration statement by means of a prospectus that is deemed to
be part of and included in the registration statement pursuant to Rule 430A or Rule 430B,
a post-effective amendment to the registration statement, or an Exchange Act report
incorporated by reference into the registration statement and the prospectus and identified
in a prospectus filed, as required by Rule 430B, pursuant to Rule 424(b) (§230.424 (b) of
this chapter), provided, however, that information specified in the definition of the term
“General Interactive Data File” (§232.11 of this chapter) shall be placed in one of these
documents other than an Exchange Act report incorporated by reference into the
registration statement. Each post-effective amendment or final prospectus filed pursuant
to Rule 424(b), in either case filed to provide required information about a specific
transaction, must include the maximum aggregate amount or maximum aggregate
offering price of the securities to which the post-effective amendment or prospectus
relates and each such prospectus must indicate that it is a final prospectus for the related
offering.
*

*

*

*

*

23.

Amend Form F-4 (referenced in §239.34) by:

a.

Revising the “Calculation of Registration Fee” table and note immediately

below it;
b.

Removing and reserving paragraph D.3 of the General Instructions; and

c.

Revising paragraph F of the General Instructions.

The revisions read as follows:
Note: The text of Form F-4 does not, and this amendment will not, appear in the
Code of Federal Regulations.

136

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
*

*

*

*

*
CALCULATION OF REGISTRATION FEE

Title of each
class of
securities
to be
registered

Amount
to be
registered

Proposed
maximum
offering price
per unit

Proposed
maximum
aggregate
offering
price

Fee rate

Amount of
registration
fee

Reliance on Rule(s)
(check all that apply)

Rule 415(a)(6)
Rule 429
Rule 457(b) or Rule 0-11(a)(2)
Rule 457(o)
Rule 457(p)

□
□
□
□
□

Instructions to the “Calculation of Registration Fee” Table (“Fee Table”) and
Related Disclosure:
1. For a fee calculated as specified in Rule 457(f) (§230.457(f) of this chapter),
disclose the amount and value of securities to be received by the registrant or cancelled
upon the issuance of securities registered on this Form, and explain how the value was
calculated in accordance with Rule 457(f)(1) and (2), as applicable. The explanation
must include the value per share of the securities received by the registrant or cancelled
upon the issuance of securities registered on this Form. Also disclose any amount of cash
to be paid by the registrant and any amount of cash to be received by the registrant in
connection with the exchange or other transaction. In accordance with Rule 457(f)(3), to
determine the maximum aggregate offering price for such a transaction, the registrant
should deduct any amount of cash to be paid by the registrant in connection with the
exchange or other transaction from, and add any amount of cash to be received by the
137

registrant in connection with the exchange or other transaction to, the value of the
securities to be received or cancelled as calculated in accordance with Rule 457(f)(1) and
(2), as applicable. Omit from the fee table the maximum aggregate offering price per
unit.
2. If relying on Rule 457(o) under the Securities Act (§230.457(o) of this chapter)
to register securities on this Form by maximum aggregate offering price, check the
appropriate box in the Fee Table and you may omit from the Fee Table the amount of
securities to be registered and the proposed maximum offering price per unit.
3. When filing a pre-effective amendment that increases the amount of securities
of any class to be registered, disclose, for each such class, the number of securities
previously registered or, if the filing fee previously paid with respect to that class was
calculated in reliance on Rule 457(o), the maximum aggregate offering price previously
registered.
4. If you have filed a registration statement for two separate securities and then
decide to increase the amount of one security and decrease the other, you may file a preeffective amendment to reflect such increase and decrease in the Fee Table and reallocate
the fees already paid under the registration statement between the two securities. If a preeffective amendment is filed to increase the amount of securities of one or more
registered classes and decrease the amount of securities of one or more registered classes,
a registrant that did not rely on Rule 457(o) to calculate the filing fee due for the initial
filing or latest pre-effective amendment to such filing may recalculate the total filing fee
due for the registration statement in its entirety and claim an offset pursuant to Rule
457(b) in the amount of the filing fee previously paid in connection with the registration

138

statement.
5. When registering two or more classes of securities on this Form to be offered
on a delayed or continuous basis pursuant to §230.415(a)(1)(viii), Rule 457(o) permits
the calculation of the registration fee to be based on the maximum offering price of all the
securities listed in the Fee Table if the registrant is eligible to use Form F-3 for a primary
offering. In this event, the Fee Table must list each of the classes of securities being
registered and state the maximum aggregate offering price for all of the classes of
securities on a combined basis, but may omit the proposed maximum aggregate offering
price for each class.
6. If relying on Rule 415(a)(6) under the Securities Act (§230.415(a)(6) of this
chapter) to carry forward to this registration statement unsold securities covered by an
earlier registration statement, check the appropriate box in the Fee Table and provide the
following information:
i. The amount of securities being carried forward, expressed in terms of the
number of securities, or, if the related filing fee was calculated in reliance on Rule
457(o), the maximum aggregate offering amount;
ii. The file number of the earlier registration statement;
iii. The initial effective date of the earlier registration statement; and
iv. The filing fee previously paid in connection with the unsold securities being
carried forward.
The fee table for the new registration statement should not include the securities
that have been carried forward or the filing fee previously paid in connection with those
securities, which will continue to be applied to those securities.

139

7. If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter)
to offset some or all of the filing fee due on this registration statement with the filing fee
previously paid for unsold securities under an earlier effective registration statement,
check the appropriate box in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The amount of unsold securities or aggregate offering amount from the prior
registration statement associated with the claimed offset;
iii. The file number of, and the name of the registrant that filed, the earlier
registration statement from which the filing fee is offset;
iv. The initial filing date of the earlier registration statement; and
v. A statement that the registrant has either withdrawn the prior registration
statement or has terminated or completed any offering that included the unsold securities
under the prior registration statement.
If you were not the registrant under that earlier registration statement, checking the box
affirms that you are that registrant’s successor, majority-owned subsidiary, or parent
owning more than 50% of the registrant’s outstanding voting securities eligible to claim a
filing fee offset. See the definitions of “successor” and “majority-owned subsidiary” in
Rule 405 under the Securities Act.
8. If relying on Rule 457(b) under the Securities Act (§230.457(b) of this chapter)
or Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this chapter) to offset
some or all of the filing fee due on this registration statement by amounts paid in
connection with earlier filings relating to the same transaction, check the appropriate box

140

in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The type of filing or form type, file number, and initial filing date of the earlier
registration statement or Exchange Act filing with which the earlier fee was paid; and
iii. If claiming an offset from an earlier Securities Act registration statement, a
detailed explanation of the basis for the claimed offset.
9. If this Form includes a combined prospectus pursuant to Rule 429 under the
Securities Act of 1933 (§230.429 of this chapter), check the appropriate box in the Fee
Table and provide the following information outside the fee table: the file number(s) of
the earlier effective registration statement(s), and the amount or maximum aggregate
offering price of unsold securities registered on the earlier registration statement(s) that
may be offered and sold using the combined prospectus.
10. If not otherwise explained in response to these instructions, disclose specific
details relating to the fee calculation as necessary to clarify the information presented in
the Fee Table, including references to the provisions of Rule 457 (§230.457 of this
chapter) relied upon.
11. Disclosure provided in response to these instructions must immediately follow
the Fee Table.
GENERAL INSTRUCTIONS
*

*

*

*

D.
*

*

*

*
Application of General Rules and Regulations

*

*

141

3. [Reserved]
*

*

*

*

F.

*
Registration Statements Subject to Rule 415(a)(1)(viii)

(§230.415(a)(1)(viii) of this chapter)
If the registration statement relates to offerings of securities pursuant to Rule
415(a)(1)(viii), required information about the type of contemplated transaction (and the
company being acquired) need only be furnished as of the date of initial effectiveness of
the registration statement to the extent practicable. The required information about the
specific transaction and the particular company being acquired must be included in the
prospectus by means of a post-effective amendment. Each post-effective amendment
filed to provide required information about a specific transaction and particular company
being acquired must include the maximum aggregate amount or maximum aggregate
offering price of the securities to which the post-effective amendment relates.
*

*

*

*

*

24.

Amend Form F-10 (referenced in §239.40) by:

a.

Revising the “Calculation of Registration Fee” table;

b.

Removing from immediately below the “Calculation of Registration Fee”

table the text that begins with an asterisk and the text that begins with the phrase “If as a
result of stock splits, stock dividends or similar transactions,”;
c.

Adding instructions immediately beneath the revised “Calculation of

Registration Fee” table;
d.

Revising paragraph G of General Instruction II;

e.

Reserving paragraphs (102) through (106) of Part II – Information Not

142

Required to be Delivered to Offerees or Purchasers; and
f.

Adding paragraph (107) to Part II – Information Not Required to be

Delivered to Offerees or Purchasers;
The additions and revisions read as follows:
Note: The text of Form F-10 does not, and this amendment will not, appear in the
Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-10
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
*

*

*

*

*
CALCULATION OF REGISTRATION FEE

Title of each
class of
securities
to be
registered

Amount
to be
registered

Proposed
maximum
offering price
per unit

Proposed
maximum
aggregate
offering
price

Fee rate

Amount of
registration
fee

Reliance on Rule(s)
(check all that apply)

Rule 429
Rule 457(b) or Rule 0-11(a)(2)
Rule 457(o)
Rule 457(p)

□
□
□
□

Instructions to the “Calculation of Registration Fee” Table (“Fee Table”) and
Related Disclosure:
1. If, as a result of stock splits, stock dividends, or similar transactions, the
number of securities purported to be registered on this registration statement changes, the
provisions of Rule 416 shall apply to this registration statement.
2. For a fee calculated as specified in General Instruction II.H for an exchange
offer, disclose the amount and value of securities that may be received by the registrant or
143

cancelled upon the issuance of securities registered on this Form from United States
residents, and explain how the value was calculated in accordance with General
Instruction II.H.(1) or II.H.(2). Also disclose any amount of cash paid by the registrant in
connection with the exchange, and any amount of cash received from United States
residents by the registrant in connection with the exchange. In accordance with General
Instruction II.H.(3), to determine the maximum aggregate offering price for such a
transaction, the registrant should deduct any amount of cash paid by the registrant in
connection with the exchange from, and add any amount of cash received from United
States residents by the registrant in connection with the exchange to, the value of the
securities to be received or cancelled as calculated in accordance with General Instruction
II.H.(1) or II.H.(2). Omit from the fee table the maximum aggregate offering price per
unit.
3. For a fee calculated as specified in General Instruction II.I for a business
combination, disclose the amount and value of the equity securities of the predecessor
companies held by United States residents being offered the registrant’s securities, and
explain how the value was calculated in accordance with General Instruction II.I.(1) or
II.I.(2). Also disclose any amount of cash paid by the registrant in connection with the
business combination, and any amount of cash received from United States residents by
the registrant in connection with the business combination. In accordance with General
Instruction II.H.(3), to determine the maximum aggregate offering price for such a
transaction, the registrant should deduct any amount of cash paid by the registrant in
connection with the business combination from, and add any amount of cash received
from United States residents by the registrant in connection with the business

144

combination to, the value of the equity securities of the predecessor companies held by
United States residents being offered the registrant’s securities as calculated in
accordance with General Instruction II.I.(1) or II.I.(2). Omit from the fee table the
maximum aggregate offering price per unit.
4. If relying on Rule 457(o) under the Securities Act (§230.457(o) of this chapter)
to register securities on this Form by maximum aggregate offering price, check the
appropriate box in the Fee Table and you may omit from the Fee Table the amount of
securities to be registered and the proposed maximum offering price per unit.
5. When filing a pre-effective amendment that increases the amount of securities
of any class to be registered, disclose, for each such class, the number of securities
previously registered or, if the filing fee previously paid with respect to that class was
calculated in reliance on Rule 457(o), the maximum aggregate offering price previously
registered.
6. If you have filed a registration statement for two separate securities and then
decide to increase the amount of one security and decrease the other, you may file a preeffective amendment to reflect such increase and decrease in the Fee Table and reallocate
the fees already paid under the registration statement between the two securities. If a preeffective amendment is filed to increase the amount of securities of one or more
registered classes and decrease the amount of securities of one or more registered classes,
a registrant that did not rely on Rule 457(o) to calculate the filing fee due for the initial
filing or latest pre-effective amendment to such filing may recalculate the total filing fee
due for the registration statement in its entirety and claim an offset pursuant to Rule
457(b) in the amount of the filing fee previously paid in connection with the registration

145

statement.
7. If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter)
to offset some or all of the filing fee due on this registration statement with the filing fee
previously paid for unsold securities under an earlier effective registration statement,
check the appropriate box in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The amount of unsold securities or aggregate offering amount from the prior
registration statement associated with the claimed offset;
iii. The file number of, and the name of the registrant that filed, the earlier
registration statement from which the filing fee is offset;
iv. The initial filing date of the earlier registration statement; and
v. A statement that the registrant has either withdrawn the prior registration
statement or has terminated or completed any offering that included the unsold securities
under the prior registration statement.
If you were not the registrant under that earlier registration statement, checking the box
affirms that you are that registrant’s successor, majority-owned subsidiary, or parent
owning more than 50% of the registrant’s outstanding voting securities eligible to claim a
filing fee offset. See the definitions of “successor” and “majority-owned subsidiary” in
Rule 405 under the Securities Act.
8. If relying on Rule 457(b) under the Securities Act (§230.457(b) of this chapter)
or Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this chapter) to offset
some or all of the filing fee due on this registration statement by amounts paid in

146

connection with earlier filings relating to the same transaction, check the appropriate box
in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The type of filing or form type, file number, and initial filing date of the earlier
registration statement or Exchange Act filing with which the earlier fee was paid; and
iii. If claiming an offset from an earlier Securities Act registration statement, a
detailed explanation of the basis for the claimed offset.
9. If this Form includes a combined prospectus pursuant to Rule 429 under the
Securities Act of 1933 (§230.429 of this chapter), check the appropriate box in the Fee
Table and provide the following information outside the fee table: the file number(s) of
the earlier effective registration statement(s), and the amount or maximum aggregate
offering price of unsold securities registered on the earlier registration statement(s) that
may be offered and sold using the combined prospectus.
10. If not otherwise explained in response to these instructions, disclose specific
details relating to the fee calculation as necessary to clarify the information presented in
the Fee Table, including references to General Instructions II.G. through II.I. of this Form
and the provisions of Rule 457 (§230.457 of this chapter) relied upon.
11. Disclosure provided in response to these instructions must immediately follow
the Fee Table.
If it is proposed that this filing become effective pursuant to Rule 467(b), the
following legend shall appear on the cover page of this Form:
“The Registrant hereby amends this registration statement on such date or dates as may

147

be necessary to delay its effective date until the registration statement shall become
effective as provided in Rule 467 under the Securities Act of 1933 or on such date as the
Commission, acting pursuant to Section 8(a) of the Act, may determine.”
GENERAL INSTRUCTIONS
*

*

*

*

II.
*

*

*

*
Application of General Rules and Regulations

*

G.

*
At the time of filing this registration statement, the Registrant shall pay to

the Commission in accordance with the instructions to this Form and Rule 111 under the
Securities Act a fee in U.S. dollars in the amount prescribed by Section 6 of the Securities
Act. The amount of securities to be registered on this Form need not exceed the amount
to be offered in the United States as part of the offering. The filing fee shall be computed
in accordance with Rule 457 except that Rule 457(f) shall not apply.
*

*

*

*

*

PART II –- INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
*

*

*

*

*

(102) through (106) [Reserved].
(107) A General Interactive Data File (as defined in §232.11 of this chapter)
presented in the manner provided by the EDGAR Filer Manual.
*

*

*

*

*

PART 240—GENERAL RULES AND REGULATIONS, SECURITIES
EXCHANGE ACT OF 1934

148

25.

The general authority citation for part 240 continues to read as follows:

Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 77eee, 77ggg, 77nnn,
77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f, 78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m,
78n, 78n-1, 78o, 78o-4, 78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et seq.; and 8302; 7 U.S.C.
2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350; Pub. L. 111-203, 939A, 124 Stat. 1887
(2010); sec. 503 and 602, and Pub. L. 112-106, 126 Stat. 326 (2012), unless otherwise
noted.
26.

Revise §240.0-9 to read as follows:

§240.0-9 Payment of filing fees.
All payment of filing fees shall be made by wire transfer, or via the Automated
Clearing House Network. Payment of filing fees required by this section shall be made in
accordance with the directions set forth in §202.3a of this chapter.
27.

Amend §240.0-11 by revising paragraphs (a)(2), (b) introductory text,

(c)(1) introductory text, (c)(2) introductory text, and (d) to read as follows:
§240.0-11 Filing fees for certain acquisitions, dispositions and similar
transactions.
(a) *

*

*

(2) A required fee shall be reduced in an amount equal to any fee paid with respect
to such transaction pursuant to either section 6(b) of the Securities Act of 1933 or any
applicable provision of this rule; the fee requirements under section 6(b) shall be reduced
in an amount equal to the fee paid the Commission with respect to a transaction under
this regulation. No part of a filing fee is refundable.

149

*

*

*

*

*

(b) Section 13(e)(1) filings. At the time of filing such statement as the
Commission may require pursuant to section 13(e)(1) of the Exchange Act, a fee equal to
the product of the rate applicable under section 13(e) of the Exchange Act multiplied by
the value of the securities proposed to be acquired by the acquiring person. The value of
the securities proposed to be acquired shall be determined as follows:
*

*

*

*

*

(c) *

*

*

(1) For preliminary material involving a vote upon a merger, consolidation or
acquisition of a company, a fee equal to the product of the rate applicable under section
14(g) of the Exchange Act multiplied by the aggregate of, as applicable, the proposed
cash payment and the value of the securities and other property to be transferred to
security holders in the transaction. The fee is payable whether the registrant is acquiring
another company or being acquired.
*

*

*

*

*

(2) For preliminary material involving a vote upon a proposed sale or other
disposition of substantially all the assets of the registrant, a fee equal to the product of the
rate applicable under section 14(g) of the Exchange Act multiplied by the aggregate of, as
applicable, the cash and the value of the securities (other than its own) and other property
to be received by the registrant. In the case of a disposition in which the registrant will
not receive any property, such as at liquidation or spin-off, the fee shall be equal to the
product of the rate applicable under section 14(g) of the Exchange Act multiplied by the
aggregate of, as applicable, the cash and the value of the securities and other property to

150

be distributed to security holders.
*

*

* *

*

(d) Section 14(d)(1) filings. At the time of filing such statement as the
Commission may require pursuant to section 14(d)(1) of the Act, a fee equal to the
product of the rate applicable under section 14(g) of the Exchange Act multiplied by the
aggregate of, as applicable, the cash and the value of the securities and other property
offered by the bidder. Where the bidder is offering securities or other non-cash
consideration for some or all of the securities to be acquired, whether or not in
combination with a cash payment for the same securities, the value of the consideration
to be offered for such securities shall be based upon the market value of the securities to
be received by the bidder as established in accordance with paragraph (a)(4) of this
section.
28.

Amend § 240.13e-1 by:

a.

Adding paragraph (a)(7);

b.

Revising paragraph (b);

c.

Redesignating paragraph (c) as paragraph (d); and

d.

Adding a new paragraph (c).

The additions and revisions read as follows:
§240.13e-1 Purchase of securities by the issuer during a third-party tender offer.
*

*

*

*

*

(a) *

*

*

(7) The title of each class of securities to which the transaction applies,
transaction value, fee rate, amount of filing fee and, as applicable, reliance on §240.0-

151

11(a)(2) in the tabular form indicated.
CALCULATION OF FILING FEE
(i) Title of each class of
securities to which
transaction applies

(ii) Transaction
valuation

(iii) Fee (iv) Amount (v) Reliance
rate
of filing fee
on Rule
0-11(a)(2)
□

Instructions to paragraph (a)(7). 1. State the amount of the transaction valuation
on which the filing fee is calculated and explain how the transaction valuation was
determined.
2. When filing an amendment that increases the transaction valuation, disclose the
previous transaction valuation.
3. If relying on Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this
chapter) to offset some or all of the filing fee due on this statement by amounts paid in
connection with earlier filings relating to the same transaction, check the box in the Fee
Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The type of filing or form type, file number, and initial filing date of the earlier
registration statement or Exchange Act filing with which the earlier fee was paid; and
iii. If claiming an offset from an earlier Securities Act registration statement, a
detailed explanation of the basis for the claimed offset.
4. If not otherwise explained in response to these instructions, disclose specific
details relating to the fee calculation as necessary to clarify the information presented in
the Fee Table, including references to the provisions of Rule 0-11(a)(2) under the
152

Exchange Act (§240.0-11(a)(2) of this chapter) relied upon.
5. Disclosure provided in response to these instructions must immediately follow
the Fee Table.
(b) Pays the fee required by §240.0-11 when it files the initial statement and any
amendment with respect to which an additional fee is due.
(c) Submits to the Commission a General Interactive Data File (as defined in
§232.11) in the manner provided by the EDGAR Filer Manual. The General Interactive
Data File must be submitted with the statement filed pursuant to paragraph (a) of this
rule.
*

*

*

*

*

29.

Amend § 240.13e-100 by:

a.

Revising the text between “Calculation of Filing Fee” and the heading

“General Instructions”; and
b.

Revising paragraph B of the General Instructions.

The revisions read as follows:
§240.13e-100 Schedule 13E-3, Transaction statement under section 13(e) of the
Securities Exchange Act of 1934 and Rule 13e-3 (§240.13e-3) thereunder.
*

*

*

*

*
CALCULATION OF FILING FEE

Title of each class of
securities to which
transaction applies

Transaction
valuation

153

Fee rate Amount of Reliance on Rule
filing fee
0-11(a)(2)
□

Instructions to the “Calculation of Filing Fee” Table (“Fee Table”):

Instruction 1

to the Fee Table. State the amount of the transaction valuation on which the filing fee is
calculated and explain how the transaction valuation was determined.
Instruction 2 to the Fee Table. When filing an amendment that increases the
transaction valuation, disclose the previous transaction valuation.
Instruction 3 to the Fee Table. If relying on Rule 0-11(a)(2) under the Exchange
Act (§240.0-11(a)(2) of this chapter) to offset some or all of the filing fee due on this
transaction statement by amounts paid in connection with earlier filings relating to the
same transaction, check the box in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The type of filing or form type, file number, and initial filing date of the earlier
registration statement or Exchange Act filing with which the earlier fee was paid; and
iii. If claiming an offset from an earlier Securities Act registration statement, a
detailed explanation of the basis for the claimed offset.
Instruction 4 to the Fee Table. If not otherwise explained in response to these
instructions, disclose specific details relating to the fee calculation as necessary to clarify
the information presented in the Fee Table, including references to the provisions of Rule
0-11 under the Exchange Act (§240.0-11 of this chapter) relied upon.
Instruction 5 to the Fee Table. Disclosure provided in response to these
instructions must immediately follow the Fee Table.
General Instructions:
*

*

*

*

*

154

B. This filing must be accompanied by a fee payable to the Commission as
required by §240.0-11(b). A General Interactive Data File (as defined in §232.11) is
required to be submitted in the manner provided by the EDGAR Filer Manual. The
General Interactive Data File must be submitted with this filing.
*

*

*

*

30.

*
Amend § 240.13e-102 by:

a. Revising the text between “(Date tender offer first published, sent or given to
securityholders)” and “General Instructions”; and
b. Revising paragraph A.(1) under “II. Filing Instructions and Fees”.
The revisions read as follows:
§240.13e-102 Schedule 13E-4F. Tender offer statement pursuant to section 13(e)(1)
of the Securities Exchange Act of 1934 and §240.13e-4 thereunder.
*

*

*

*

*

(Date tender offer first published, sent or given to securityholders)
CALCULATION OF FILING FEE
Title of each class of
securities to which
transaction applies

Transaction
valuation

Fee rate Amount of Reliance on Rule
filing fee 0-11(a)(2) □

Instructions to the “Calculation of Filing Fee” Table (“Fee Table”):

1. State the amount of the transaction valuation on which the filing fee is
calculated and explain how the transaction valuation was determined.
2. When filing an amendment that increases the transaction valuation, disclose the

155

previous transaction valuation.
3. If relying on Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this
chapter) to offset some or all of the filing fee due on this transaction statement by
amounts paid in connection with earlier filings relating to the same transaction, check the
box in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The type of filing or form type, file number, and initial filing date of the earlier
registration statement or Exchange Act filing with which the earlier fee was paid; and
iii. If claiming an offset from an earlier Securities Act registration statement, a
detailed explanation of the basis for the claimed offset.
4. See General Instruction II. C. of this Schedule for additional rules governing
the calculation of the filing fee.
5. If not otherwise explained in response to these instructions, disclose specific
details relating to the fee calculation as necessary to clarify the information presented in
the Fee Table, including references to the provisions of Rule 0-11 under the Exchange
Act (§240.0-11 of this chapter) relied upon.
6. Disclosure provided in response to these instructions must immediately follow
the Fee Table.
GENERAL INSTRUCTIONS
*

*

*

*

*
II. FILING INSTRUCTIONS AND FEES

A.(1) The issuer must file this Schedule and any amendment to the Schedule (see Part I,

156

Item 1.(b)), including all exhibits and other documents filed as part of the Schedule or
amendment, in electronic format via the Commission’s Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR rules set forth
in Regulation S-T (17 CFR Part 232). A General Interactive Data File (as defined in
§232.11) is required to be submitted in the manner provided by the EDGAR Filer
Manual. The General Interactive Data File must be submitted with this Schedule. For
assistance with technical questions about EDGAR or to request an access code, call the
EDGAR Filer Support Office at (202) 551-8900. For assistance with the EDGAR rules,
call the Office of EDGAR and Information Analysis at (202) 551-3610.
*

*

*

*

*

31. Amend § 240.14a-101 by revising the text between “(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)” and “Notes” to read as follows:
§14a-101 Schedule 14A. Information required in proxy statement.
*

*

*

*

*

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
[ ] No fee required
[ ] Fee paid previously with preliminary materials
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
CALCULATION OF FILING FEE
Title of
each
class of
securities
to which
transaction

Aggregate
number of
securities
to which
transaction
applies

Per unit price
or other
underlying
value of
transaction
computed

157

Proposed Fee
maximum rate
aggregate
value of
transaction

Amount
of filing
fee

Reliance on
Rule
0-11(a)(2)
□

applies

pursuant to
Exchange Act
Rule 0-11

Instructions to the “Calculation of Filing Fee” Table (“Fee Table”):
1. State the amount of the transaction valuation on which the filing fee is
calculated and explain how the transaction valuation was determined.
2. When filing an amendment that increases the transaction valuation, disclose the
previous transaction valuation.
3. If relying on Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this
chapter) to offset some or all of the filing fee due on this proxy statement by amounts
paid in connection with earlier filings relating to the same transaction, check the box in
the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The type of filing or form type, file number, and initial filing date of the earlier
registration statement or Exchange Act filing with which the earlier fee was paid; and
iii. If claiming an offset from an earlier Securities Act registration statement, a
detailed explanation of the basis for the claimed offset.
4. If not otherwise explained in response to these instructions, disclose specific
details relating to the fee calculation as necessary to clarify the information presented in
the Fee Table, including references to the provisions of Rule 0-11 under the Exchange
Act (§240.0-11 of this chapter) relied upon.

158

5. Disclosure provided in response to these instructions must immediately follow
the Fee Table.
6. If filing fee information is required to be provided, a General Interactive Data
File (as defined in § 232.11 of this chapter) is required to be submitted to the
Commission in the manner provided by the EDGAR Filer Manual. The General
Interactive Data File must be submitted with this schedule.
NOTES
*

*

*

*

*

32. Amend § 240.14c-101 by revising the text between “(Name of Registrant As
Specified In Its Charter)” and “Note” to read as follows:
§14c-101 Schedule 14C. Information required in information statement.
*

*

*

*

*

(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check all boxes that apply):
[ ] No fee required
[ ] Fee paid previously with preliminary materials
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
CALCULATION OF FILING FEE
Title of
each
class of
securities
to which
transaction
applies

Aggregate
number of
securities
to which
transaction
applies

Per unit price
or other
underlying
value of
transaction
computed
pursuant to
Exchange Act
Rule 0-11

159

Proposed Fee
maximum rate
aggregate
value of
transaction

Amount
of filing
fee

Reliance on
Rule
0-11(a)(2)
□

Instructions to the “Calculation of Filing Fee” Table (“Fee Table”):
1. State the amount of the transaction valuation on which the filing fee is
calculated and explain how the transaction valuation was determined.
2. When filing an amendment that increases the transaction valuation, disclose the
previous transaction valuation.
3. If relying on Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this
chapter) to offset some or all of the filing fee due on this information statement by
amounts paid in connection with earlier filings relating to the same transaction, check the
box in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The type of filing or form type, file number, and initial filing date of the earlier
registration statement or Exchange Act filing with which the earlier fee was paid; and
iii. If claiming an offset from an earlier Securities Act registration statement, a
detailed explanation of the basis for the claimed offset.
4. If not otherwise explained in response to these instructions, disclose specific
details relating to the fee calculation as necessary to clarify the information presented in
the Fee Table, including references to the provisions of Rule 0-11 under the Exchange
Act (§240.0-11 of this chapter) relied upon.
5. Disclosure provided in response to these instructions must immediately follow
the Fee Table.

160

6. If filing fee information is required to be provided, a General Interactive Data
File (as defined in § 232.11 of this chapter) is required to be submitted to the
Commission in the manner provided by the EDGAR Filer Manual. The General
Interactive Data File must be submitted with this schedule.
NOTE
*

*

*

*

*

33. Amend § 240.14d-100 by:
a.

Revising the “Calculation of Filing Fee” table; and

b.

Revising the text between the “Calculation of Filing Fee” table and the

text “Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.”
The revisions read as follows:
§240.14d-100 Schedule TO. Tender offer statement under section 14(d)(1) or
13(e)(1) of the Securities Exchange Act of 1934.
*

*

*

*

*
CALCULATION OF FILING FEE

Title of each class of
securities to which
transaction applies

Transaction
valuation

Fee rate Amount of Reliance on Rule
filing fee 0-11(a)(2) □

Instructions to the “Calculation of Filing Fee” Table (“Fee Table”):
1. State the amount of the transaction valuation on which the filing fee is
calculated and explain how the transaction valuation was determined.
2. When filing an amendment that increases the transaction valuation, disclose the

161

previous transaction valuation.
3. If relying on Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this
chapter) to offset some or all of the filing fee due on this transaction statement by
amounts paid in connection with earlier filings relating to the same transaction, check the
box in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The type of filing or form type, file number, and initial filing date of the earlier
registration statement or Exchange Act filing with which the earlier fee was paid; and
iii. If claiming an offset from an earlier Securities Act registration statement, a
detailed explanation of the basis for the claimed offset.
4. If not otherwise explained in response to these instructions, disclose specific
details relating to the fee calculation as necessary to clarify the information presented in
the Fee Table, including references to the provisions of Rule 0-11 under the Exchange
Act (§240.0-11 of this chapter) relied upon.
5. Disclosure provided in response to these instructions must immediately follow
the Fee Table.
6. If filing fee information is required to be provided, a General Interactive Data
File (as defined in § 232.11 of this chapter) is required to be submitted to the
Commission in the manner provided by the EDGAR Filer Manual. The General
Interactive Data File must be submitted with this schedule.
Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.

162

*

*

*

*

*

34. Amend §240.14d-102 by revising the text between “(Date tender offer first
published, sent or given to securityholders)” and “General Instructions” to read as
follows:

§14d-102 Schedule 14D-1F. Tender offer statement pursuant to rule 14d-1(b)
under the Securities Exchange Act of 1934.
*

*

*

*

*
CALCULATION OF FILING FEE

Title of each class of
securities to which
transaction applies

Transaction
valuation

Fee rate Amount of Reliance on Rule
filing fee 0-11(a)(2) □

Instructions to the “Calculation of Filing Fee” Table (“Fee Table”):

1. State the amount of the transaction valuation on which the filing fee is
calculated and explain how the transaction valuation was determined. See General
Instruction II.C regarding the calculation of the filing fee.
2. When filing an amendment that increases the transaction valuation, disclose the
previous transaction valuation. See General Instruction II.D regarding increases in
aggregate consideration offered and filing fees.
3. If relying on Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this
chapter) to offset some or all of the filing fee due on this transaction statement by
amounts paid in connection with earlier filings relating to the same transaction, check the

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box in the Fee Table and provide the following information:
i. The dollar amount of the previously paid filing fee to be offset against the
currently due filing fee;
ii. The type of filing or form type, file number, and initial filing date of the earlier
registration statement or Exchange Act filing with which the earlier fee was paid; and
iii. If claiming an offset from an earlier Securities Act registration statement, a
detailed explanation of the basis for the claimed offset.
4. If not otherwise explained in response to these instructions, disclose specific
details relating to the fee calculation as necessary to clarify the information presented in
the Fee Table, including references to the provisions of Rule 0-11 under the Exchange
Act (§240.0-11 of this chapter) relied upon.
5. Disclosure provided in response to these instructions must immediately follow
the Fee Table.
6. A General Interactive Data File (as defined in § 232.11 of this chapter) is
required to be submitted to the Commission in the manner provided by the EDGAR Filer
Manual. The General Interactive Data File must be submitted with this Schedule.
General Instructions
*

*

*

*

*

PART 270—RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF
1940
35. The general authority citation for part 270 continues to read as follows:
Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39, and Pub. L. 111203, sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.

164

36. Revise §270.0-8 to read as follows:
§270.0-8 Payment of fees.
All payment of fees shall be made by wire transfer, or via the Automated Clearing House
Network. Payment of fees required by this section shall be made in accordance with the
directions set forth in §202.3a of this chapter.
PART 274—FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY
ACT OF 1940
37. The authority citation for part 274 is revised to read, in part, as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 78n, 78o(d), 80a8, 80a-24, 80a-26, 80a-29, Pub. L. 111-203, sec. 939A, 124 Stat. 1376 (2010), and sec.
803(b), Pub. L. 115-141, 132 Stat. 348 (2018), unless otherwise noted.
38. Amend Form N-2 (referenced in §§239.14 and 274.11a-1) by:
a.

Revising the “Calculation of Registration Fee Under the Securities Act of

1933” table; and
b.

Revising General Instruction H.

The revisions read as follows:
Note: The text of Form N-2 does not, and this amendment will not, appear in the
Code of Federal Regulations.
*

*

*

*

*

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF
1933
Title of
Securities
Being
Registered

Amount
Being
Registered

Proposed
Maximum
Offering Price
per Unit

165

Proposed
Maximum
Aggregate
Offering Price

Fee
Rate

Amount of
Registration
Fee

*

*

*

*

*

H. Preparation of the Registration Statement or Amendment.
1.

The following instructions for completing Form N-2 are divided into

three parts. Part A relates to the prospectus required by Section 10(a) of the
Securities Act. Part B relates to the SAI that must be provided upon request to
recipients of the prospectus. Part C relates to other information that is required to be
in the registration statement.
2.

Interactive Data Files

a.

An Interactive Data File as defined in Rule 11 of Regulation S-T is

required to be submitted to the Commission in the manner provided by Rule 405 of
Regulation S-T for any registration statement or post-effective amendment thereto on
Form N-2 containing the cover page information specified in Rule 405 of Regulation
S-T. The Interactive Data File must be submitted either with the filing, or as an
amendment to the registration statement to which it relates that is submitted on or
before the date the registration statement or post-effective amendment that contains the
related information becomes effective.
b.

The Interactive Data File must be submitted in accordance with the

specifications in the EDGAR Filer Manual.
*

*

*

*

*

39. Amend Form N-5 (referenced in §§239.24 and 274.5) by:
a.

Revising the “Calculation of Registration Fee Under the Securities Act of

1933” table; and

166

b.

Adding General Instruction H.

The revisions and additions read as follows:
Note: The text of Form N-5 does not, and this amendment will not, appear in the
Code of Federal Regulations.
*

*

*

*

*

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF
1933
Title of
securities
being
registered
*

*

*

*

Amount
being
registered

Proposed
maximum
offering price
per unit

Proposed
maximum
aggregate
offering price

Fee rate

Amount of
registration
fee

*

H. Interactive Data File.
(a)

An Interactive Data File as defined in Rule 11 of Regulation S-T is

required to be submitted to the Commission in the manner provided by Rule 405 of
Regulation S-T for any registration statement or post-effective amendment thereto on
Form N-5 containing the cover page information specified in Rule 405 of Regulation
S-T. The Interactive Data File must be submitted either with the filing, or as an
amendment to the registration statement to which it relates that is submitted on or
before the date the registration statement or post-effective amendment that contains the
related information becomes effective.
(b)

The Interactive Data File must be submitted in accordance with the

specifications in the EDGAR Filer Manual.
*

*

*

*

*

167

40. Amend Form 24F-2 (referenced in §274.24 of this chapter) by revising Item 9
to read as follows:
Note: The text of Form 24F-2 does not, and this amendment will not, appear in the
Code of Federal Regulations.
*
9.

*

*

*

*

Date the registration fee and any interest payment was sent to the Commission:
Method of Delivery:  Wire Transfer
 ACH
*

*

*

*

*

By the Commission.
Dated: October 24, 2019.
Vanessa A. Countryman,
Secretary.

168