[Federal Register Volume 84, Number 248 (Friday, December 27, 2019)]
[Proposed Rules]
[Pages 71580-71624]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-23594]
[[Page 71579]]
Vol. 84
Friday,
No. 248
December 27, 2019
Part III
Securities and Exchange Commission
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17 CFR Parts 202, 229, 230, et al.
Filing Fee Disclosure and Payment Methods Modernization; Proposed Rule
Federal Register / Vol. 84 , No. 248 / Friday, December 27, 2019 /
Proposed Rules
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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.
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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 (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 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:
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Commission reference CFR citation
(17 CFR)
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Informal and other Procedures.... Rule 3a............................... Sec. 202.3a.
Regulation S-K................... Item 601.............................. Sec. 229.601.
Regulation S-T................... Rule 11............................... Sec. 232.11.
Rule 13............................... Sec. 232.13.
Rule 405.............................. Sec. 232.405.
Securities Act of 1933 \1\ Rule 111.............................. Sec. 230.111.
(``Securities Act'').
Rule 424.............................. Sec. 230.424.
Rule 456.............................. Sec. 230.456.
Rule 457.............................. Sec. 230.457.
Form S-1.............................. Sec. 239.11.
Form S-3.............................. Sec. 239.13.
Form S-8.............................. Sec. 239.16b.
Form S-11............................. Sec. 239.18.
Form N-14............................. Sec. 239.23.
Form S-4.............................. Sec. 239.25.
Form F-1.............................. Sec. 239.31.
Form F-3.............................. Sec. 239.33.
Form F-4.............................. Sec. 239.34.
Form F-10............................. Sec. 239.40.
Securities Exchange Act of 1934 Rule 0-9.............................. Sec. 240.0-9.
\2\ (``Exchange Act'').
Rule 0-11............................. Sec. 240.0-11.
Sec. 240.13e-1...................... Sec. 240.13e-1.
Schedule 13E-3........................ Sec. 240.13e-100.
Schedule 13E-4F....................... Sec. 240.13e-102.
Schedule 14A.......................... Sec. 240.14a-101.
Schedule 14C.......................... Sec. 240.14c-101.
Schedule TO........................... Sec. 240.14d-100.
Schedule 14D-1F....................... Sec. 240.14d-102.
Investment Company Act of 1940 Rule 0-8.............................. Sec. 270.0-8.
\3\ (``Investment Company Act'').
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Form 24F-2............................ Sec. 274.24.
Securities Act and Investment Form N-2.............................. Sec. 239.14 and Sec. 274.11a-1.
Company Act.
Form N-5.............................. Sec. 239.24 and
Sec. 274.5.
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\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.
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
VII. Statutory Basis
Text of Proposed Rule and Form Amendments
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\
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\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'').
\2\ 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)].
\3\ 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.
\4\ See Section 6(b)(1) of the Securities Act.
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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 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.
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\5\ The Commission receives filings through its Electronic Data
Gathering, Analysis, and Retrieval (``EDGAR'') system.
\6\ 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.
\7\ 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.
\8\ 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.
\9\ 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.
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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) must manually enter certain data elements into the
EDGARLink web pages--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
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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.
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\10\ 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 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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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.
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:
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\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.
\13\ 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).
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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.
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 text-only 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\
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\14\ See infra note 31.
\15\ 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.
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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 filers and a flag for staff follow-up, but
not a suspension of the filing.\16\
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\16\ 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.
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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\
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\17\ 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'').
\18\ 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.
\19\ 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.
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The specific proposed form, schedule and related changes are
discussed below.
1. Affected Forms
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
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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\ 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.
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\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.
\21\ 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.
\22\ 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.
\23\ 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.
\24\ 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.
\25\ 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).
\26\ 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.
\27\ 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.
\28\ 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.
\29\ 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.
\30\ 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.
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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 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:
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\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 anywhere within a filing made
pursuant to the rule.
\33\ 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.
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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\ or (p) \37\ or Exchange Act
Rule 0-11(a)(2); \38\
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\34\ 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.
\35\ Rule 457(b) relates to crediting fees paid under one fee
provision against those due under another fee provision for the same
transaction.
\36\ 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.
\37\ 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.
\38\ 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.
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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\
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\39\ 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.
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Adding or clarifying instructions regarding fee table
presentation, calculations and related disclosure
[[Page 71584]]
content and presentation \40\ in general \41\ 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\
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\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.
\42\ 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.
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Adding fee table and calculation disclosure requirements
to Exchange Act Rule 13e-1; \43\
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\43\ 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.
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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 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\
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\44\ 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).
\45\ 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.
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Revising the instructions to Forms S-3 \46\ and F-3 \47\
to provide that:
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\46\ General Instruction II.F of Form S-3.
\47\ General Instruction II.G of Form F-3.
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[cir] 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
[cir] 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
Revising the instructions to Forms S-4 \48\ and F-4 \49\
to provide that each post-effective 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.
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\48\ 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.''
\49\ General Instruction F of Form F-4.
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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 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\
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\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,
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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
[[Page 71585]]
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 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.
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\51\ 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)].
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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\
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\52\ 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 fee-related information in Inline XBRL format, as
applicable, in the manner provided by the EDGAR Filer Manual.
\53\ 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.
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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\
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\54\ 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.
\55\ 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).
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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 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.
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\56\ 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.
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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 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
[[Page 71586]]
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 cross-reference 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 post-effective 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 post-effective
amendment or prospectus relates and to require each such prospectus to
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 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.
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\57\ 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 fee-related information appears.
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The structured information would include each fee table in the
Affected Securities 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 post-effective 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 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, S-3, 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):
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\58\ 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.
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Form F-10; \59\
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\59\ See proposed paragraph (107) to Part II--Information Not
Required to be Delivered to Offerees or Purchasers of Form F-10.
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Prospectuses filed pursuant to paragraph (b) of Rule 424
containing fee-related 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
[[Page 71587]]
is due or the prospectus contains a fee table; \60\
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\60\ 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.
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Statements under Rule 13e-1; \61\
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\61\ See proposed paragraph (c) to Rule 13e-1.
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Schedules 13E-3,\62\ 13E-4F,\63\ TO,\64\ and 14D-1F; \65\
and
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\62\ See proposed revision to paragraph B of the General
Instructions of Schedule 13E-3.
\63\ See proposed revision to paragraph A.(1) of Part II (Filing
Instructions and Fees) of the General Instructions of Schedule 13E-
4F.
\64\ See proposed paragraph 6 to the Instructions Regarding the
``Calculation of Registration Fee'' Table (``Fee Table'') of
Schedule TO.
\65\ See proposed paragraph 6 to the Instructions Regarding the
``Calculation of Registration Fee'' Table (``Fee Table'') of
Schedule 14D-1F.
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Fee-bearing Schedules 14A \66\ and 14C.\67\
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\66\ See proposed paragraph 6 to the Instructions Regarding the
``Calculation of Registration Fee'' Table (``Fee Table'') of
Schedule 14A.
\67\ See proposed paragraph 6 to the Instructions Regarding the
``Calculation of Registration Fee'' Table (``Fee Table'') of
Schedule 14C.
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Companies that file these documents often already will have
experience structuring Commission documents in Inline XBRL. 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, 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 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\
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\68\ 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.
\69\ 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. 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.
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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 N-14, 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.
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\71\ See proposed Rules 405(b)(3), (4), and (5).
\72\ 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.
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Request for Comment
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 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\
[[Page 71588]]
S-20,\75\ F-6,\76\ F-7,\77\ F-8,\78\ and 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 fee-
bearing 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.
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\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.
\79\ 17 CFR 239.41.
\80\ 15 U.S.C. 77aa.
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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\
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\81\ 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).
\82\ 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].'').
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Although some ABS issuers already are subject to XML structuring
requirements, we are not proposing to require any ABS issuers to
structure fee-related 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
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\
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\83\ See supra Section I.
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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 F-80 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 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 fee-bearing 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\
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\84\ See General Instruction C.3.(g) to Form N-1A; Rule 405 of
Regulation S-T.
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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............... Filings submitted on or after
18 months after the
requirements' effectiveness.
Accelerated filers..................... Filings submitted on or after
30 months after the
requirements' effectiveness.
All other filers, including all Filings submitted on or after
investment companies filing reports on 42 months after the
Forms N-2, N-5, and N-14. requirements' effectiveness.
------------------------------------------------------------------------
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.
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\85\ 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.
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[[Page 71589]]
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 phase-in schedule? Which ones?
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.
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\86\ 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.
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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 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.
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\87\ 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.
\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.
\89\ The Commission would neither obtain nor retain any
personally identifiable information (i.e., banking or routing
information) from filers using the ACH payment method.
\90\ 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.
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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.
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\91\ 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).
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Overall, these amendments would increase efficiency and reduce
burdens in 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 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.
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\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.
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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
[[Page 71590]]
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 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.
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\93\ See, e.g., proposed Instruction 4 to Calculation of
Registration Fee table of Form S-1.
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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\
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\94\ We remind registrants that if they originally pay a fee
under Rule 457(a) and file an amendment that 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).
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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 then-current 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?
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\
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\95\ Current General Instructions II.D and II.C of Forms S-3 and
F-3, respectively, could apply to a well-known 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.
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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 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.2 \97\ to be offered on a continuous or delayed basis pursuant to
Rule
[[Page 71591]]
415(a)(1)(x) \98\ under the Securities Act where the form does not go
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\
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\96\ 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.
\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 non-common 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.
\98\ 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.
\99\ 17 CFR 230.415(a)(1)(x).
\100\ 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.
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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 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\
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\101\ 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.
\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'').
\103\ 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).''
\104\ 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.'')
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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, 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\
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\105\ 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 0-11 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)).
\106\ 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.
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To help avoid confusion and erroneous fee calculations, the
proposed amendments also would replace the superseded fee rates listed
in Rule 0-11 with 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
[[Page 71592]]
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\
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\107\ See proposed Rule 0-11(b), (c)(1) and (2), and (d).
\108\ 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)].
\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).
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Request for Comment
38. Should we consolidate in the instructions to the fee tables the
specified current fee-related 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 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 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 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.
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\112\ 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.
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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 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:
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\113\ 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.
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149 unique filers of at least one Form N-2 or Form N-14,
which are not otherwise subject to Inline XBRL requirements; \114\
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\114\ 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.
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[[Page 71593]]
7,249 unique filers of at least one registration statement
on Form S-1, S-3, S-4, S-8, 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\
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\115\ This count does not include filers who filed only an
amendment to one of these forms or statements in 2018.
\116\ 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.
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387 unique filers that did not file forms listed above but
that filed at least one fee-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\
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\117\ 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.
\118\ 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).
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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.
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\119\ See infra note 31 regarding 457(f) information required
for calculation of fee but not expressly required to be disclosed.
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Structuring fee-related data under the proposed amendments would
enable significantly greater automation and more accurate and
comprehensive validation of 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 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.
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\120\ Software vendors and filing agents may pass through the
costs of implementing technology changes to structure fee-related
disclosures to filers.
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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 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 fee-related information with minimal
incremental costs.\123\ Based on the analysis of
[[Page 71594]]
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\
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\121\ 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.
\122\ See infra Section IV for a discussion of the estimated
increase in paperwork burden as a result of the 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.
\124\ 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.
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The proposed rule includes a phased compliance date schedule for
the requirements to tag fee-related information.\125\ The proposed
compliance date schedule is 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.
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\125\ 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.
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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 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 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.
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\126\ See supra note 92 and accompanying and following text.
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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 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
[[Page 71595]]
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.
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 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\
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\127\ See Inline XBRL Release, supra note 17.
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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 fee-related 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. 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.
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\128\ 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.
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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 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.
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\129\ 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.
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The proposed amendments would have a phased compliance schedule for
the requirements to tag fee-related information. As an alternative, we
could
[[Page 71596]]
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.
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?
44. Some of the fee-related information proposed to be structured
in the body of fee-bearing 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 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:
---------------------------------------------------------------------------
\130\ 44 U.S.C. 3501 et seq.
\131\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.
---------------------------------------------------------------------------
1. Regulation S-K (OMB Control No. 3235-0071); \132\
---------------------------------------------------------------------------
\132\ 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.
---------------------------------------------------------------------------
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);
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. 3235-0642).
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 fee-related
structured data requirements for closed-end management investment
companies, including SBICs, and BDCs. Although the proposed interactive
data filing requirements would be included
[[Page 71597]]
in the proposed Form N-2, Form N-5, and Form N-14 instructions, as 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\
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\133\ 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.
\134\ 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.
\135\ 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.
---------------------------------------------------------------------------
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\
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\136\ We believe the payment method option and fee offset
changes discussed above would not affect the paperwork burdens
associated with these forms.
PRA Table 1--Estimated Paperwork Burden Changes Due to the Proposed
Amendments
------------------------------------------------------------------------
Affected forms,
Proposed amendments schedules, and Estimated burden
documents change
------------------------------------------------------------------------
Disclosure of Fee-Related
Information:
Adding a new ``fee Forms S- 0.25 hour
rate'' column to the fee table 1, S-3, S-8, S- net increase in
of the Affected Securities Act 11, S-4, F-1, F- compliance
and Exchange Act Forms and 3, F-4, and F-10. burden.
Schedules, as well as to the
Affected Investment Company Act
Forms.
Adding or revising Schedules
instructions regarding 13E-3, 13E-4F,
presentation, calculations and 14A, 14C, TO and
related disclosure in general 14D-1F.
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.
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 Documents 0.25 hour
related instructions to Rule filed under Rule net increase in
13e-1 to conform its 13e-1. compliance
requirements to those proposed burden.
for the Affected Securities Act
and Exchange Act Forms to the
extent applicable.
Structuring of Fee-Related
Information:
Require structuring, in Forms S- 1 hour
an Inline XBRL format, of all 1, S-3, S-8, S- net increase in
the fee-related information 11, S-4, F-1, F- compliance burden
that would be required in the 3, F-4, and F-10. per form/
body of the Affected Securities Schedules schedule.
Act and Exchange Act Forms and 13E-3, 13E-4F,
Schedules and documents filed 14A, 14C, TO and
under Rule 13e-1. The 14D-1F.
structured information would Documents
include each fee table in the filed under Rule
Affected Securities Act and 13e-1.
Exchange Act Forms and
Schedules and documents filed
under Rule 13e-1, together with
a related explanatory section.
Require structuring, in Forms N- 1 hour
an Inline XBRL format, of all 2, N-5, and N-14. net increase in
of the information in each fee compliance burden
table of the Affected per form.
Investment Company Forms.
------------------------------------------------------------------------
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 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\
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\137\ 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.
[[Page 71598]]
PRA Table 2--Standard Estimated Burden Allocation for Specified Forms
and Schedules
------------------------------------------------------------------------
Outside
Form/schedule type Internal professionals
(percent) (percent)
------------------------------------------------------------------------
Schedules 14A and 14C................... 75 25
Forms S-1, S-3, S-11, S-4, F-1, F-3, F- 25 75
4, F-10, N-2, N-5, and N-14. Schedule
13E-3, Rule 13e-1......................
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
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\
--------------------------------------------------------------------------------------------------------------------------------------------------------
Estimated
Estimated Estimated Estimated outside one-
number of Estimated one- Total one-time internal one- outside one- time
Form affected time burden burden hours time burden time professional
responses hours/form hours professional costs/affected
hours responses
(A) \2\ (B) (C) = (A) x (D) = (C) x (E) = (C) x (F) = (E) x
(B) (allocation %) (allocation %) $400
--------------------------------------------------------------------------------------------------------------------------------------------------------
N-2..................................................... 166 10 1,660 415 1,245 $498,000
N-5..................................................... 1 10 10 3 8 3,200
N-14.................................................... 253 10 2,530 633 1,898 759,200
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ 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 the PRA Table 4.
The aggregated estimate for these forms is reflected in the Mutual Fund Interactive data in the PRA Table 5.
\2\ The number of estimated affected responses is based on the number of responses in the Commission's current OMB PRA filing inventory. The 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
--------------------------------------------------------------------------------------------------------------------------------------------------------
Estimated
Estimated Estimated Total Estimated Estimated outside
Form number of incremental incremental internal outside professional
affected burden hours/ burden hours burden hours professional costs/affected
responses form hours responses
(A) (B) (C) = (A) x (D) = (C) x (E) = (C) x (F) = (E) x
(B) (allocation %) (allocation %) $400
--------------------------------------------------------------------------------------------------------------------------------------------------------
S-1..................................................... 901 1.25 1,126 282 844 337,600
S-3..................................................... 1,657 1.25 2,071 518 1,553 621,200
S-4..................................................... 551 1.25 689 172 517 206,800
S-8..................................................... 2,140 1.25 2,675 1,338 1,337 534,800
S-11.................................................... 64 1.25 80 20 60 24,000
F-1..................................................... 63 1.25 79 20 59 23,600
F-3..................................................... 112 1.25 140 35 105 42,000
F-4..................................................... 39 1.25 49 12 37 14,800
F-10.................................................... 77 1.25 96 24 72 28,800
Sch. 14A................................................ 362 1.25 453 340 113 45,200
Sch. 14C................................................ 78 1.25 98 74 24 9,600
[[Page 71599]]
Sch. 13E-3.............................................. 77 1.25 96 24 72 28,800
Sch. 13E-4F............................................. 3 1.25 4 4 0 0
Sch. TO................................................. 1,378 1.25 1,723 862 861 344,400
Sch. 14D-1F............................................. 2 1.25 3 3 0 0
Rule 13e-1.............................................. 10 1.25 13 3 10 4,000
N-2..................................................... 166 4.33 (1 + 719 180 539 215,600
3.33)
N-5..................................................... 1 4.33 (1 + 4 1 3 1,200
3.33)
N-14.................................................... 253 4.33 (1 + 1,095 274 821 328,500
3.33)
rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr
Totals.............................................. 7,934 .............. 11,213 4,186 7,027 2,810,900
--------------------------------------------------------------------------------------------------------------------------------------------------------
[[Page 71600]]
PRA Table 5--Requested Paperwork Burden Under the Proposed Amendments
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Current burden Program change Requested change in burden
-----------------------------------------------------------------------------------------------------------------------------------------------
Number of
Form/collection Current annual Current burden Current cost affected Increase in Increase in Annual
responses hours burden responses or company hours professional responses Burden hours Cost burden
new responses costs
(A) (B) (C) (D) (E) \1\ (F) \2\ (G) = (A) or (H) = (B) + (I) = (C) +
(for mutual (E) (F)
fund
interactive
data) (A) +
(D)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
S-1............................................. 901 148,556 $182,048,700 901 282 $337,600 901 148,838 $182,386,300
S-3............................................. 1,657 193,970 236,322,036 1,657 518 621,200 1657 194,248 236,943,236
S-4............................................. 551 563,216 678,291,204 551 172 206,800 551 563,388 678,498,004
S-8............................................. 2,140 28,890 11,556,000 2,140 1,338 534,800 2,140 30,228 12,090,800
S-11............................................ 64 12,290 15,016,968 64 20 24,000 64 12,310 15,040,968
F-1............................................. 63 26,815 32,445,300 63 20 23,600 63 26,835 32,468,900
F-3............................................. 112 4,448 5,712,000 112 35 42,000 112 4,483 5,754,000
F-4............................................. 39 14,076 17,106,000 39 12 14,800 39 14,088 17,120,800
F-10............................................ 77 558 669,900 77 24 28,800 77 582 698,700
Sch. 14A........................................ 5,586 551,101 73,480,012 362 340 45,200 5,586 551,441 73,525,212
Sch. 14C........................................ 569 56,356 7,514,944 78 74 9,600 569 56,430 7,524,544
Sch. 13E-3...................................... 77 2,646 3,174,248 77 24 28,800 77 2670 3,203,048
Sch. 13E-4F..................................... 3 6 0 3 4 0 3 10 0
Sch. TO......................................... 1,378 29,972 17,988,600 1378 862 344,400 1,378 30,834 12,333,000
Sch. 14D-1F..................................... 2 4 0 2 3 0 2 7 0
Rule 13e-1...................................... 10 25 30,000 10 3 4,000 10 28 34,000
Mutual Fund Interactive Data (Forms N-2, N-5, 15,206 178,803 10,000,647 420 (166 + 1 + 455 (180 + 1 + 545,300 15,626 179,258 10,545,947
and N-14)...................................... 253) 274) (215,600 +
1,200 +
328,500)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ From Column (D) in PRA Table 3.
\2\ From Column (F) in PRA Table 3.
[[Page 71601]]
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 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.
---------------------------------------------------------------------------
\138\ 5 U.S.C. 601 et seq.
---------------------------------------------------------------------------
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.
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 are potentially subject
to the proposed amendments.\143\
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\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)].
\142\ 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.
\143\ 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.
---------------------------------------------------------------------------
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.
---------------------------------------------------------------------------
\144\ See, e.g., supra Section II.A.3.
---------------------------------------------------------------------------
E. Duplicative, Overlapping, or Conflicting Federal Rules
The proposed amendments would not duplicate, overlap, or conflict
with other Federal rules.
[[Page 71602]]
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, 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 fee-related 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.
---------------------------------------------------------------------------
\145\ See supra footnote 17 discussing tagging requirements
applicable to Securities Act and Exchange Act forms.
\146\ See FAST Act Release, supra, note 69.
---------------------------------------------------------------------------
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 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.
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:
---------------------------------------------------------------------------
\241\ 5 U.S.C. 801 et seq.
---------------------------------------------------------------------------
An annual effect on the economy of $100 million or more
(either in the form of an increase or a decrease);
A major increase in costs or prices for consumers or
individual industries; or
Significant adverse effects on competition, investment or
innovation.
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
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.
[[Page 71603]]
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
0
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.
* * * * *
0
2. Amend Sec. 202.3a by:
0
a. Revising paragraphs (a), (b) introductory text, (b)(1) introductory
text, (b)(1)(i)(A), (b)(1)(ii), and (b)(2);
0
b. Revising the Note to paragraph (b);
0
c. Revising paragraph (c) heading and introductory text; and
0
d. Revising paragraph (d).
The revisions read as follows:
Sec. 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: Sec. 230.111 of this
chapter, Sec. 240.0-9 of this chapter, and Sec. 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 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.
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 Commission-assigned account number identified as the CIK number.
(c) Special instructions for Sec. 230.462(b) of this chapter.
Notwithstanding paragraphs (a) and (b) of this section, for
registration statements filed pursuant to Sec. 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 ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K
0
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).
0
4. Amend Sec. 229.601 by:
0
a. In the exhibit table in paragraph (a), adding an entry for
``(107)''; and
0
b. Adding paragraph (b)(107).
The revisions and addition read as follows:
Sec. 229.601 (Item 601) Exhibits.
(a) * * *
[[Page 71604]]
Exhibit Table
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Securities act forms Exchange act forms
------------------------------------------------------------------------------------------------------------------------------------------------
S-1 S-3 SF-1 SF-3 S-4 \1\ S-8 S-11 F-1 F-3 F-4 \1\ 10 8-K \2\ 10-D 10-Q 10-K ABS-EE
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
* * * * * * *
(107) General Interactive Data File............ X X X X X X X X X X ....... ....... ....... ....... ....... ........
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ 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.
\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 Sec. 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
0
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.
* * * * *
0
6. Revise Sec. 230.111 to read as follows:
Sec. 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 Sec. 202.3a of this chapter.
0
7. Amend Sec. 230.424 by revising paragraph (g) and adding paragraph
(i) to read as follows:
Sec. 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) (Sec. 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 Sec. 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 (Sec. 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.
0
8. Amend Sec. 230.456 by revising paragraph (b)(1)(ii) to read as
follows:
Sec. 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 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) (Sec. 230.424(g)) in a prospectus
filed pursuant to Rule 424(b) (Sec. 230.424(b)).
* * * * *
0
9. Amend Sec. 230.457 by revising paragraph (p) to read as follows:
Sec. 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 Sec. 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 Sec. 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 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
0
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.
* * * * *
0
11. Amend Sec. 232.11 by adding a definition for ``General Interactive
Data File'' in alphabetical order to read as follows:
Sec. 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
[[Page 71605]]
being filed, in 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 Sec. Sec. 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
(Sec. 239.13 of this chapter) or General Instruction II.G of Form F-3
(Sec. 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 Sec.
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
Sec. 230.424(b); and
(4) Provided pursuant to General Instruction H of Form S-4 (Sec.
239.25 of this chapter) or General Instruction F of Form F-4 (Sec.
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 Sec. 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 Sec. 230.424(b).
Note to definition of General Interactive Data File:
When a filing is submitted 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.
* * * * *
0
12. Amend Sec. 232.13 by revising paragraph (a)(3) and the note to
paragraph (c) to read as follows:
Sec. 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) (Sec. 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.
* * * * *
0
13. Amend Sec. 232.405 by:
0
a. Revising the introductory text;
0
b. Revising paragraph (a)(2);
0
c. Revising paragraph (a)(3)(i) introductory text;
0
d. Revising paragraph (a)(3)(ii);
0
e. Revising paragraph (a)(4);
0
f. Adding paragraphs (b)(3) through (5);
0
g. Revising paragraphs (f)(1)(i) introductory text and (f)(1)(ii)
introductory text; and
0
h. Revising the last sentence of the note to Sec. 232.405.
The revisions and additions read as follows:
Sec. 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 F-10 (Sec.
239.40 of this chapter), paragraph 101 of the Instructions as to
Exhibits of Form 20-F (Sec. 249.220f of this chapter), paragraph
B.(15) of the General Instructions to Form 40-F (Sec. 249.240f of this
chapter), paragraph C.(6) of the General Instructions to Form 6-K
(Sec. 249.306 of this chapter), General Instruction C.3.(g) of Form N-
1A (Sec. Sec. 239.15A and 274.11A of this chapter), General
Instruction H.2 of Form N-2 (Sec. Sec. 239.14 and 274.11a-1 of this
chapter), General Instruction H of Form N-5 (Sec. Sec. 239.24 and
274.5 of this chapter), and General Instruction F.2 of Form N-14 (Sec.
239.34 of this chapter) specify when electronic filers are required or
permitted to submit an Interactive Data File (Sec. 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 (Sec. 232.11).
(a) * * *
(2) Be submitted only by an electronic filer either required or
permitted to submit an Interactive Data File as specified by Sec.
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 (Sec. 239.40 of this chapter),
paragraph 101 of the Instructions as to Exhibits of Form 20-F (Sec.
249.220f of this chapter), paragraph B.(15) of the General Instructions
to Form 40-F (Sec. 249.240f of this chapter), paragraph C.(6) of the
General Instructions to Form 6-K (Sec. 249.306 of this chapter),
General Instruction C.3.(g) of Form N-1A (Sec. Sec. 239.15A and
274.11A of this chapter), General Instruction H.2 of Form N-2
(Sec. Sec. 239.14 and 274.11a-1 of this chapter), General Instruction
H of Form N-5 (Sec. Sec. 239.24 and 274.5 of this chapter), or General
Instruction F.2 of Form N-14 (Sec. 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. 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 Sec. 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
(Sec. 239.40 of this chapter),
[[Page 71606]]
paragraph 101 of the Instructions as to Exhibits of Form 20-F (Sec.
249.220f of this chapter), paragraph B.(15) of the General Instructions
to Form 40-F (Sec. 249.240f of this chapter), paragraph C.(6) of the
General Instructions to Form 6-K (Sec. 249.306 of this chapter),
General Instruction C.3.(g) of Form N-1A (Sec. Sec. 239.15A and
274.11A of this chapter), General Instruction H.2 of Form N-2
(Sec. Sec. 239.14 and 274.11a-1 of this chapter), General Instruction
H of Form N-5 (Sec. Sec. 239.24 and 274.5 of this chapter), or General
Instruction F.2 of Form N-14 (Sec. 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 (Sec. Sec. 239.14 and 274.11a-1 of this chapter).
(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
(Sec. Sec. 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 (Sec.
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 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 (Sec. 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. 80a-2(a)(48)) that, together with other investment
companies in the same ``group of related investment companies,'' as
such term is defined in Sec. 270.0-10 of this chapter, has assets of:
* * * * *
Note to Sec. 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 N-1A
(Sec. Sec. 239.15A and 274.11A of this chapter), General
Instruction H.2 of Form N-2 (Sec. Sec. 239.14 and 274.11a-1 of this
chapter), General Instruction H of Form N-5 (Sec. Sec. 239.24 and
274.5 of this chapter), or General Instruction F.2 of Form N-14
(Sec. 239.34 of this chapter), as applicable, specifies the
circumstances under which an Interactive Data File must be
submitted.
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
0
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. 112-106,
126 Stat. 312, unless otherwise noted.
* * * * *
0
15. Amend Form S-1 (referenced in Sec. 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, DC 20549
FORM S-1
Registration Statement Under the Securities Act of 1933
* * * * *
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Fee rate Amount of Reliance on rule(s) (check all
securities to be registered registered per unit offering price registration fee that apply)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Rule 415(a)(6) [square]
Rule 429 [square]
Rule 457(b) or
Rule 0-11(a)(2) [square]
Rule 457(o) [square]
Rule 457(p) [square]
--------------------------------------------------------------------------------------------------------------------------------------------------------
[[Page 71607]]
Instructions to the ``Calculation of Registration Fee'' Table
(``Fee Table'') and Related Disclosure:
1. For a fee calculated as specified in Rule 457(f) (Sec.
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 (Sec.
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 pre-effective 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 pre-effective 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 (Sec.
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.
6. If relying on Rule 457(p) under the Securities Act (Sec.
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 (Sec.
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act
(Sec. 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 (Sec. 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 (Sec. 230.457 of this
chapter) relied upon.
10. Disclosure provided in response to these instructions must
immediately follow the Fee Table.
* * * * *
0
16. Amend Form S-3 (referenced in Sec. 239.13) by:
0
a. Revising the ``Calculation of Registration Fee'' table and the notes
that immediately follow it;
0
b. Removing and reserving paragraphs D and E of ``II. Application of
General Rules and Regulations'' under the General Instructions; and
0
c. Revising paragraph F of ``II. Application of General Rules and
[[Page 71608]]
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, DC 20549
Form S-3
Registration Statement Under the Securities Act of 1933
* * * * *
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
Proposed
Title of each class of Amount to be Proposed maximum Amount of Reliance on Rule(s) (check all
securities to be registered registered maximum offering aggregate Fee rate registration that apply)
price per unit offering price fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
415(a)(6) [square]
Rule 429 [square]
Rule 457(b) or
Rule 0-11(a)(2) [square]
Rule 457(o) [square]
Rule 457(p) [square]
--------------------------------------------------------------------------------------------------------------------------------------------------------
Instructions to the ``Calculation of Registration Fee'' Table
(``Fee Table'') and Related Disclosure:
1. If relying on Rule 457(o) under the Securities Act (Sec.
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 pre-effective 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 pre-effective 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) (Sec.
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.D. of this Form may, at its option, defer payment of registration
fees as permitted by Rule 456(b) (Sec. 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) (Sec. 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 (Sec.
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 (Sec.
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:
[[Page 71609]]
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 (Sec.
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act
(Sec. 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 (Sec. 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 (Sec. 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) (Sec. 230.424(b) of this chapter), provided, however, that
information specified in the definition of the term ``General
Interactive Data File'' (Sec. 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.
* * * * *
0
17. Amend Form S-8 (referenced in Sec. 239.16b) by:
0
a. Revising the ``Calculation of Registration Fee'' table;
0
b. Removing paragraph 2 of the Notes to the ``Calculation of
Registration Fee'' Table; and
0
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, DC 20549
Form S-8
Registration Statement Under the Securities Act of 1933
* * * * *
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Fee rate Amount of Reliance on Rule(s) (check all
securities to be registered registered per unit offering price registration fee that apply)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Rule 457(o) [square]
Rule 457(p) [square]
--------------------------------------------------------------------------------------------------------------------------------------------------------
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
(Sec. 230.457(a)
[[Page 71610]]
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 (Sec.
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 (Sec.
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.
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 (Sec. 230.457 of this
chapter) relied upon.
5. Disclosure provided in response to these instructions must
immediately follow the Fee Table.
* * * * *
0
18. Amend Form S-11 (referenced in Sec. 239.18) by:
0
a. Revising the ``Calculation of Registration Fee'' table; and
0
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, DC 20549
Form S-11
Registration Statement Under the Securities Act of 1933
* * * * *
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Fee rate Amount of Reliance on Rule(s) (check all
securities to be registered registered per unit offering price registration fee that apply)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Rule 415(a)(6) [square]
Rule 429 [square]
Rule 457(b) or
Rule 0-11(a)(2) [square]
Rule 457(o) [square]
Rule 457(p) [square]
--------------------------------------------------------------------------------------------------------------------------------------------------------
Instructions to the ``Calculation of Registration Fee'' Table
(``Fee Table'') and Related Disclosure:
1. For a fee calculated as specified in Rule 457(f) (Sec.
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 (Sec.
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 pre-effective 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 pre-effective 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
[[Page 71611]]
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 (Sec.
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.
6. If relying on Rule 457(p) under the Securities Act (Sec.
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 (Sec.
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act
(Sec. 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 (Sec. 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 (Sec. 230.457 of this
chapter) relied upon.
10. Disclosure provided in response to these instructions must
immediately follow the Fee Table.
* * * * *
0
19. Amend Form N-14 (referenced in Sec. 239.23) by
0
a. Revising the ``Calculation of Registration Fee under the Securities
Act of 1933'' table; and
0
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
--------------------------------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities being Amount being offering price per aggregate offering Fee rate Amount of registration fee
registered registered unit price
--------------------------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------------------------------
* * * * *
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 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.
* * * * *
[[Page 71612]]
0
20. Amend Form S-4 (referenced in Sec. 239.25) by:
0
a. Revising the ``Calculation of Registration Fee'' table and the note
that immediately follows it;
0
b. Revising General Instruction H; and
0
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, DC 20549
Form S-4
Registration Statement Under the Securities Act of 1933
* * * * *
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of each class of Amount to be maximum maximum Amount of Reliance on rule(s) (check all
securities to be registered registered offering price aggregate Fee rate registration fee that apply)
per unit offering price
--------------------------------------------------------------------------------------------------------------------------------------------------------
Rule 415(a)(6) [square]
Rule 429 [square]
Rule 457(b) or
Rule 0-11(a)(2) [square]
Rule 457(o) [square]
Rule 457(p) [square]
--------------------------------------------------------------------------------------------------------------------------------------------------------
Instructions to the ``Calculation of Registration Fee'' Table
(``Fee Table'') and Related Disclosure:
1. For a fee calculated as specified in Rule 457(f) (Sec.
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 (Sec.
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 pre-effective 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 pre-effective 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 Sec.
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 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 (Sec.
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 (Sec.
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
[[Page 71613]]
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 you are relying on Rule 457(b) under the Securities Act
(Sec. 230.457(b) of this chapter) or Rule 0-11(a)(2) under the
Exchange Act (Sec. 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 (Sec. 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 (Sec. 230.457 of this
chapter) relied upon.
11. Disclosure provided in response to these instructions must
immediately follow the Fee Table.
General Instructions
* * * * *
H. Registration Statements Subject to Rule 415(a)(1)(viii) (Sec.
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
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]
* * * * *
0
21. Amend Form F-1 (referenced in Sec. 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, DC 20549
Form F-1
Registration Statement Under the Securities Act of 1933
* * * * *
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Fee rate Amount of Reliance on rule(s) (check all
securities to be registered registered per unit offering price registration fee that apply)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Rule 415(a)(6) [square]
Rule 429 [square]
Rule 457(b) or
Rule 0-11(a)(2) [square]
Rule 457(o) [square]
Rule 457(p) [square]
--------------------------------------------------------------------------------------------------------------------------------------------------------
Instructions to the ``Calculation of Registration Fee'' Table
(``Fee Table'') and Related Disclosure:
1. For a fee calculated as specified in Rule 457(f) (Sec.
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
[[Page 71614]]
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 (Sec.
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 pre-effective 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 pre-effective 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 (Sec.
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.
6. If relying on Rule 457(p) under the Securities Act (Sec.
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 (Sec.
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act
(Sec. 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 (Sec. 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 (Sec. 230.457 of this
chapter) relied upon.
10. Disclosure provided in response to these instructions must
immediately follow the Fee Table.
* * * * *
0
22. Amend Form F-3 (referenced in Sec. 239.33) by:
0
a. Revising the ``Calculation of Registration Fee'' table and the Notes
to the Calculation of Registration Fee Table;
0
b. Removing and reserving paragraphs C and F of ``II. Application of
General Rules and Regulations'' under the General Instructions; and
0
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, DC 20549
Form F-3
Registration Statement Under the Securities Act of 1933
* * * * *
[[Page 71615]]
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Fee rate Amount of Reliance on rule(s) (check all
securities to be registered registered per unit offering price registration fee that apply)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Rule 415(a)(6) [square]
Rule 429 [square]
Rule 457(b) or
Rule 0-11(a)(2) [square]
Rule 457(o) [square]
Rule 457(p) [square]
--------------------------------------------------------------------------------------------------------------------------------------------------------
Instructions to the ``Calculation of Registration Fee'' Table
(``Fee Table'') and Related Disclosure:
1. If relying on Rule 457(o) under the Securities Act (Sec.
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 pre-effective 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 pre-effective 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.5., or I.C of this Form for an
offering pursuant to Securities Act Rule 415(a)(1)(x) (Sec.
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) (Sec. 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) (Sec. 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 (Sec.
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 (Sec.
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
[[Page 71616]]
``majority-owned subsidiary'' in Rule 405 under the Securities Act.
8. If relying on Rule 457(b) under the Securities Act (Sec.
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act
(Sec. 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 (Sec. 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 (Sec. 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 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) (Sec. 230.424 (b) of this chapter),
provided, however, that information specified in the definition of the
term ``General Interactive Data File'' (Sec. 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.
* * * * *
0
23. Amend Form F-4 (referenced in Sec. 239.34) by:
0
a. Revising the ``Calculation of Registration Fee'' table and note
immediately below it;
0
b. Removing and reserving paragraph D.3 of the General Instructions;
and
0
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.
United States Securities and Exchange Commission
Washington, DC 20549
Form F-4
Registration Statement Under the Securities Act of 1933
* * * * *
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Fee rate Amount of Reliance on rule(s) (check all
securities to be registered registered per unit offering price registration fee that apply)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Rule 415(a)(6) [square]
Rule 429 [square]
Rule 457(b) or
Rule 0-11(a)(2) [square]
Rule 457(o) [square]
Rule 457(p) [square]
--------------------------------------------------------------------------------------------------------------------------------------------------------
Instructions to the ``Calculation of Registration Fee'' Table
(``Fee Table'') and Related Disclosure:
1. For a fee calculated as specified in Rule 457(f) (Sec.
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
[[Page 71617]]
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 (Sec.
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 pre-effective 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 pre-effective 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 Sec.
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 (Sec.
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 (Sec.
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 (Sec.
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act
(Sec. 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 (Sec. 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 (Sec. 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
* * * * *
3. [Reserved]
* * * * *
F. Registration Statements Subject to Rule 415(a)(1)(viii) (Sec.
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
[[Page 71618]]
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.
* * * * *
0
24. Amend Form F-10 (referenced in Sec. 239.40) by:
0
a. Revising the ``Calculation of Registration Fee'' table;
0
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,'';
0
c. Adding instructions immediately beneath the revised ``Calculation of
Registration Fee'' table;
0
d. Revising paragraph G of General Instruction II;
0
e. Reserving paragraphs (102) through (106) of Part II--Information Not
Required to be Delivered to Offerees or Purchasers; and
0
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, DC 20549
Form F-10
Registration Statement Under the Securities Act of 1933
* * * * *
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Fee rate Amount of Reliance on rule(s) (check all
securities to be registered registered per unit offering price registration fee that apply)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Rule 429 [square]
Rule 457(b) or
Rule 0-11(a)(2) [square]
Rule 457(o) [square]
Rule 457(p) [square]
--------------------------------------------------------------------------------------------------------------------------------------------------------
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 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 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 (Sec.
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 pre-effective 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 pre-effective 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.
[[Page 71619]]
7. If relying on Rule 457(p) under the Securities Act (Sec.
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 (Sec.
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act
(Sec. 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 (Sec. 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 (Sec. 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 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 Sec. 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
0
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, 80a-20,
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.
0
26. Revise Sec. 240.0-9 to read as follows:
Sec. 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 Sec. 202.3a of this chapter.
0
27. Amend Sec. 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:
Sec. 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.
* * * * *
(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
[[Page 71620]]
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 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.
0
28. Amend Sec. 240.13e-1 by:
0
a. Adding paragraph (a)(7);
0
b. Revising paragraph (b);
0
c. Redesignating paragraph (c) as paragraph (d); and
0
d. Adding a new paragraph (c).
The additions and revisions read as follows:
Sec. 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 Sec. 240.0-11(a)(2) in the tabular form
indicated.
Calculation of Filing Fee
----------------------------------------------------------------------------------------------------------------
(i) Title of each class of (ii)
securities to which Transaction (iii) Fee rate (iv) Amount of (v) Reliance on Rule 0-
transaction applies valuation filing fee 11(a)(2) [square]
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
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 (Sec.
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 Exchange Act
(Sec. 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 Sec. 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 Sec. 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.
* * * * *
0
29. Amend Sec. 240.13e-100 by:
0
a. Revising the text between ``Calculation of Filing Fee'' and the
heading ``General Instructions''; and
0
b. Revising paragraph B of the General Instructions.
The revisions read as follows:
Sec. 240.13e-100 Schedule 13E-3, Transaction statement under section
13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 (Sec.
240.13e-3) thereunder.
* * * * *
Calculation of Filing Fee
----------------------------------------------------------------------------------------------------------------
Title of each class of
securities to which Transaction Fee rate Amount of Reliance on Rule 0-11(a)(2)
transaction applies valuation filing fee [square]
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
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.
[[Page 71621]]
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 (Sec. 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 (Sec. 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:
* * * * *
B. This filing must be accompanied by a fee payable to the
Commission as required by Sec. 240.0-11(b). A General Interactive Data
File (as defined in Sec. 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.
* * * * *
0
30. Amend Sec. 240.13e-102 by:
0
a. Revising the text between ``(Date tender offer first published, sent
or given to securityholders)'' and ``General Instructions''; and
0
b. Revising paragraph A.(1) under ``II. Filing Instructions and Fees''.
The revisions read as follows:
Sec. 240.13e-102 Schedule 13E-4F. Tender offer statement pursuant to
section 13(e)(1) of the Securities Exchange Act of 1934 and Sec.
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 Fee rate Amount of Reliance on Rule 0-11(a)(2)
transaction applies valuation filing fee [square]
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
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 (Sec.
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 (Sec.
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, 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 Sec. 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.
* * * * *
0
31. Amend Sec. 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:
Sec. 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
[[Page 71622]]
Calculation of Filing fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
Per unit price
or other
Aggregate underlying
Title of each class of number of value of Proposed maximum
securities to which securities to transaction aggregate value Fee rate Amount of Reliance on Rule 0-11(a)(2)
transaction applies which computed of transaction filing fee [square]
transaction pursuant to
applies 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 (Sec.
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 (Sec.
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 Sec. 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
* * * * *
0
32. Amend Sec. 240.14c-101 by revising the text between ``(Name of
Registrant As Specified In Its Charter)'' and ``Note'' to read as
follows:
Sec. 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
--------------------------------------------------------------------------------------------------------------------------------------------------------
Per unit price
or other
Aggregate number underlying
Title of each class of of securities to value of Proposed maximum
securities to which which transaction aggregate value Fee rate Amount of Reliance on Rule 0-11(a)(2)
transaction applies transaction computed of transaction filing fee [square]
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 (Sec.
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 (Sec.
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 Sec. 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
* * * * *
[[Page 71623]]
0
33. Amend Sec. 240.14d-100 by:
0
a. Revising the ``Calculation of Filing Fee'' table; and
0
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:
Sec. 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 Fee rate Amount of Reliance on Rule 0-11(a)(2)
transaction applies valuation filing fee [square]
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
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 (Sec.
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 (Sec.
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 Sec. 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.
* * * * *
0
34. Amend Sec. 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:
Sec. 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 Fee rate Amount of Reliance on Rule 0-11(a)(2)
transaction applies valuation filing fee [square]
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
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 (Sec.
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 (Sec.
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 Sec. 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
0
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. 111-203, sec. 939A, 124 Stat. 1376 (2010), unless
otherwise noted.
0
36. Revise Sec. 270.0-8 to read as follows:
[[Page 71624]]
Sec. 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
Sec. 202.3a of this chapter.
PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940
0
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), 80a-8, 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.
0
38. Amend Form N-2 (referenced in Sec. Sec. 239.14 and 274.11a-1) by:
0
a. Revising the ``Calculation of Registration Fee Under the Securities
Act of 1933'' table; and
0
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.
* * * * *
Calculations of Registration Fee Under the Securities Act of 1933
--------------------------------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities being Amount being offering price per aggregate offering Fee rate Amount of
registered registered unit price 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.
* * * * *
0
39. Amend Form N-5 (referenced in Sec. Sec. 239.24 and 274.5) by:
0
a. Revising the ``Calculation of Registration Fee Under the Securities
Act of 1933'' table; and
0
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
--------------------------------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities being Amount being offering price per aggregate offering Fee rate Amount of
registered registered unit price 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.
* * * * *
0
40. Amend Form 24F-2 (referenced in Sec. 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:
[square] Wire Transfer
[square] ACH
* * * * *
By the Commission.
Dated: October 24, 2019.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2019-23594 Filed 12-26-19; 8:45 am]
BILLING CODE 8011-01-P