Filing Fee Disclosure and Payment Methods Modernization, 71580-71624 [2019-23594]

Download as PDF 71580 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 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: 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 Electronic Comments Securities and Exchange Commission. ACTION: Proposed rule. AGENCY: 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 SUMMARY: • Use our internet comment form (http:/www.sec.gov/rules/ proposed.shtml); or • Send an email to rule-comments@ sec.gov. 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: Commission reference CFR citation (17 CFR) Informal and other Procedures ...................................................................................... Regulation S–K .............................................................................................................. Regulation S–T .............................................................................................................. Securities Act of 1933 1 (‘‘Securities Act’’) .................................................................... jbell on DSKJLSW7X2PROD with PROPOSALS2 Securities Exchange Act of 1934 2 (‘‘Exchange Act’’) ................................................... Investment Company Act of 1940 3 (‘‘Investment Company Act’’) ................................ VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 PO 00000 Frm 00002 Fmt 4701 Sfmt 4702 Rule 3a ............................... Item 601 ............................. Rule 11 ............................... Rule 13 ............................... Rule 405 ............................. Rule 111 ............................. Rule 424 ............................. Rule 456 ............................. Rule 457 ............................. Form S–1 ........................... Form S–3 ........................... Form S–8 ........................... Form S–11 ......................... Form N–14 ......................... Form S–4 ........................... Form F–1 ............................ Form F–3 ............................ Form F–4 ............................ Form F–10 .......................... Rule 0–9 ............................. Rule 0–11 ........................... § 240.13e–1 ........................ Schedule 13E–3 ................. Schedule 13E–4F ............... Schedule 14A ..................... Schedule 14C ..................... Schedule TO ...................... Schedule 14D–1F .............. Rule 0–8 ............................. E:\FR\FM\27DEP2.SGM 27DEP2 § 202.3a. § 229.601. § 232.11. § 232.13. § 232.405. § 230.111. § 230.424. § 230.456. § 230.457. § 239.11. § 239.13. § 239.16b. § 239.18. § 239.23. § 239.25. § 239.31. § 239.33. § 239.34. § 239.40. § 240.0–9. § 240.0–11. § 240.13e–1. § 240.13e–100. § 240.13e–102. § 240.14a–101. § 240.14c–101. § 240.14d–100. § 240.14d–102. § 270.0–8. Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 71581 Commission reference Securities Act and Investment Company Act ................................................................ 1 15 2 15 3 15 § 274.24. § 239.14 and § 274.11a–1. § 239.24 and § 274.5. U.S.C. 77a et seq. U.S.C. 78a et seq. 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 jbell on DSKJLSW7X2PROD with PROPOSALS2 Form 24F–2 ........................ Form N–2 ........................... Form N–5 ........................... 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 VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 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, closedend funds, including business development companies (‘‘BDCs’’),2 as well as small business investment companies (‘‘SBICs’’),3 pay registration fees at the time of filing a registration statement.4 The current methods by which filers and the Commission staff process and validate EDGAR 5 filing fee information within the filing are highly manual and labor-intensive.6 Filing-fee related information is generally not machinereadable and the underlying components used for the calculation are 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. 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. PO 00000 Frm 00003 Fmt 4701 Sfmt 4702 not always required to be reported.7 The complexity of some transactions or instances in which a filer is engaged in a number of transactions can make filing fee calculation difficult. Fee calculations can become complex when issuers attempt to claim fee offsets 8 without accurately keeping track of previous takedowns or changes in the price or amount of securities, or attempt to ‘‘carry forward’’ unsold securities from one registration statement to another.9 Correcting errors or reconciling inconsistencies in fee calculations can increase burdens on both the filer and the Commission staff. Other errors can occur because the filer must disclose certain data elements relevant to the fee calculation in multiple places. After calculating the required fee, a filer must manually enter certain data elements relevant to the fee calculation in the body of the relevant filing, typically on the cover page. Then, during the process of building the filing on EDGARLink,10 the filer (or, more typically, its filing agent) 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 7 For example, as further discussed below, in connection with a business combination, feespecific 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. 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. E:\FR\FM\27DEP2.SGM 27DEP2 jbell on DSKJLSW7X2PROD with PROPOSALS2 71582 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules present in the EDGAR header, the body of the document being filed, or both. The manual process of entering the same data elements in more than one place increases the possibility of filer errors, such as re-keying errors or errors where information is modified in one location but not the other. Currently, the Commission staff conducts a manual review of the fee information for every fee-bearing filing that is filed with the Commission. When there are discrepancies between fee information appearing in the header and in the fee table on the cover page of the filing, the staff must resolve the discrepancy and often has to contact the filer to do so. If adopted, we expect the proposed amendments would make the fee payment validation process faster and more efficient by enabling the staff to use automated tools to help validate payment information with respect to complicated situations, such as when a registrant claims an offset of fees paid with one or more previous registration statements filed by the registrant or an affiliate. We also expect that improvements in the payment validation process made possible by the proposed tagging of the fee table and accompanying information with presubmission validation by the filer would provide more certainty to registrants that the proper filing fee has been paid. We propose to amend most feebearing forms, schedules and statements 12 to provide that each fee table, together with related explanatory notes to the fee table, include all required information for fee calculation in a structured format using Inline eXtensible Business Reporting Language (‘‘XBRL’’).13 The primary benefits of presenting fee-related information in a structured format would be achieved by: • Enabling efficient automated access to and processing of, information relevant to fee calculation; and • Eliminating both the need to enter duplicate fee information in the header and the possibility of inconsistent fee information between the header and the body of the filing. These amendments would improve the filing fee preparation, disclosure, validation, assessment, and collection processes. We also propose to add an option for fee payment via ACH, which offers faster and more accurate fee payment 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). VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 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 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 feerelated 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 14 See infra note 31. 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. 16 Currently, if a filing’s header discloses a fee due more than a dollar in excess of the amount 15 The PO 00000 Frm 00004 Fmt 4701 Sfmt 4702 The specific format we propose to require for the structured data is Inline XBRL.17 This format would result in machine-readable data that could then be used to more effectively automate the filing fee preparation, disclosure, assessment, and verification processes. Inline XBRL would be a particularly useful method of structuring fee-related information because: It eliminates the need to tag a copy of the information in a separate document as under traditional XBRL; 18 Inline XBRL is consistent with the underlying format of all of the fee-bearing forms we propose to structure; and it enables automated analytical tools to extract the information sought wherever it may be located within a filing.19 The specific proposed form, schedule and related changes are discussed below. 1. Affected Forms 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 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. 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. 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. E:\FR\FM\27DEP2.SGM 27DEP2 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules jbell on DSKJLSW7X2PROD with PROPOSALS2 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 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. VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 and Schedules and the Affected Investment Company Act Forms in Inline XBRL format. 2. Content and Location of Filing Fee Information Currently, fee-related information is presented primarily on the cover page of fee-bearing filings but also appears in a submission header. Regardless of where it appears, however, the information currently required to be disclosed does not always include all components needed to calculate the fee and, as a result, the Commission staff may need to contact the filer for more information.31 We propose to require the cover page of fee-bearing filings to include all of the information necessary to calculate the fee,32 which would expedite staff review of fee calculations, provide more certainty to filers that the proper filing fee has been paid and reduce burdens on filers that otherwise would need to respond to staff inquiries. Specifically, the amendments would, as applicable,33 do so by: • Adding a ‘‘Reliance on Rule(s)’’ column to the fee table of the Affected Securities Act and Exchange Act Forms and Schedules where the filer would 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. PO 00000 Frm 00005 Fmt 4701 Sfmt 4702 71583 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 • Adding a ‘‘fee rate’’ column to the fee table of the Affected Securities Act and Exchange Act Forms and Schedules, as well as to the Affected Investment Company Act Forms; • Revising fee tables in Schedules 13E–3 and TO and adding fee tables to Schedules 13E–4F, 14A, 14C, and 14D– 1F to require filers to present basic fee calculation information in a table; 39 • Adding or clarifying instructions regarding fee table presentation, calculations and related disclosure 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. 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. E:\FR\FM\27DEP2.SGM 27DEP2 71584 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules jbell on DSKJLSW7X2PROD with PROPOSALS2 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 • Adding fee table and calculation disclosure requirements to Exchange Act Rule 13e–1; 43 • Revising Securities Act Rule 424(g) so that the form of prospectus that 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. 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. VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 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 • Revising the instructions to Forms S–3 46 and F–3 47 to provide that: Æ 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 Æ 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 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. 46 General Instruction II.F of Form S–3. 47 General Instruction II.G of Form F–3. 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. PO 00000 Frm 00006 Fmt 4701 Sfmt 4702 transaction and particular company being acquired, must include the maximum aggregate amount or maximum aggregate offering price of the securities to which the post-effective amendment or prospectus relates and each such prospectus must indicate that it is a final prospectus for the related offering. A proposed instruction relating to Rule 429 reliance would require an issuer relying on that rule to check the related box in the fee table and also require it to disclose the file number(s) of the earlier effective registration statement(s), and the amount or maximum aggregate offering price of unsold securities registered on the earlier registration statement(s) that may be offered and sold using the combined prospectus. We believe that requiring this information, which would also be subject to structuring requirements, would enable filers and the Commission staff to better track the amount of securities sold for which fees have been paid. For the same reason, we propose to amend the Affected Securities Act and Exchange Act Forms and Schedules for which Rule 415(a)(6) is potentially available to require that when the filer relies on that rule, it disclose the amount of securities being carried forward, expressed in terms of the number of securities, or, if the related filing fee was calculated in reliance on Rule 457(o), the maximum aggregate offering amount; the file number of the earlier registration statement; the initial effective date of the earlier registration statement; and the filing fee previously paid in connection with the unsold securities being carried forward.50 Also for the same reason, we propose to require those filing Affected Securities Act and Exchange Act Forms and Schedules or documents under Rule 13e–1 and relying on Rule 457(b) or Rule 0–11(a)(2) to disclose the dollar amount of the previously paid filing fee to be offset; the type of filing or form type, file number, and initial filing date of the earlier registration statement or Exchange Act filing with which the earlier fee was paid. If the filer is claiming an offset from an earlier Securities Act registration statement, we also propose to require the filer to provide a detailed explanation of the basis for the claimed offset. Rule 457(p) generally requires that a filer claiming an offset from a previous registration statement add a note to the 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, E:\FR\FM\27DEP2.SGM 27DEP2 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 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. 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 jbell on DSKJLSW7X2PROD with PROPOSALS2 51 The proposed changes to Rule 457(p) would not affect the Commission’s position that assetbacked 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)]. 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. VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 information requirements to periodic and current reports.53 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 posteffective amendment or prospectus relates, and to require each such prospectus to indicate that it is a final prospectus for the related offering. We believe that requiring this information, which would also be subject to the proposed structuring requirements,54 would help enable issuers and the Commission to better track the amount of securities sold under a registration statement. Such information would make it easier to determine amounts of unsold securities available to bring forward to a new registration statement under Rule 415(a)(6) and the amount of fees available for offsets under Rules 457(p) and 0–11. We also believe requiring registrants to indicate that a prospectus is final in a manner subject to the proposed structuring requirements would help issuers and the Commission identify the latest date by which filing fees deferred under Rule 456(b) could be paid in compliance with the rule.55 General Instructions H and F of Forms S–4 and F–4, respectively, currently require that when securities are offered in connection with a business combination under Rule 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 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. 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). 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. PO 00000 Frm 00007 Fmt 4701 Sfmt 4702 71585 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 posteffective amendment or prospectus relates, and each such prospectus must indicate that it is a final prospectus for the related offering. As with the analogous amendments proposed for Forms S–3 and F–3, we believe that requiring this information, which would also be subject to the proposed structuring requirements, would help issuers and the Commission better track the amount of securities sold under a registration statement. Proposed instructions to each fee table required by Rule 424(g) may require the filer to disclose explanatory information to accompany the fee table, such as cash paid or received by a registrant in connection with a business combination transaction that is relevant to fee calculation. As a result, we propose to revise Rule 424(g) to require the filing to include the fee table and information required by the form instructions to the fee table, and to require all of this information in a structured format. This proposed requirement could cause more information to be required on the prospectus cover page and, as a result, displace information that is more appropriate for the cover page. For this 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 E:\FR\FM\27DEP2.SGM 27DEP2 jbell on DSKJLSW7X2PROD with PROPOSALS2 71586 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 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 posteffective 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 VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 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. 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 machinereadable computer code that presents the following information, as required by the applicable rule provision or particular form, statement or schedule, 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. PO 00000 Frm 00008 Fmt 4701 Sfmt 4702 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 feerelated information, by proposed Rule 424(i): • Form F–10; 59 • 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 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. 59 See proposed paragraph (107) to Part II— Information Not Required to be Delivered to Offerees or Purchasers of Form F–10. E:\FR\FM\27DEP2.SGM 27DEP2 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules jbell on DSKJLSW7X2PROD with PROPOSALS2 is due or the prospectus contains a fee table; 60 • Statements under Rule 13e–1; 61 • Schedules 13E–3,62 13E–4F,63 TO,64 and 14D–1F; 65 and • Fee-bearing Schedules 14A 66 and 14C.67 Companies that file these documents often already will have experience structuring Commission documents in Inline XBRL. Issuers that file Forms S–1, S–3, 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 feebearing 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 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. 61 See proposed paragraph (c) to Rule 13e–1. 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. 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. 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’’). VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 cover page information in Inline XBRL format.70 Additionally, we propose to structure the information in each fee table of the Affected Investment Company Act Forms. More specifically, we are proposing to structure in Inline XBRL format all of the data in the fee table of Forms N–2, N–5, and 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. 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 feerelated 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? 70 For example, an issuer filing a Schedule 13E– 3 with regard to itself already would be subject to reporting obligations under the Exchange Act and, as a result, very likely already be subject to Inline XBRL financial statement and cover page structuring requirements. 71 See proposed Rules 405(b)(3), (4), and (5). 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. PO 00000 Frm 00009 Fmt 4701 Sfmt 4702 71587 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 73 17 74 17 E:\FR\FM\27DEP2.SGM CFR 239.44. CFR 239.45. 27DEP2 71588 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 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 feebearing documents. Relatively few of these documents are filed with the Commission and the issuers that file them may not otherwise be subject to Commission structuring requirements. Asset-backed securities (‘‘ABS’’) issuers are required to file on Forms SF– 1 and SF–3 and, as a result, may be subject to Commission requirements to structure information in XML.81 We estimate that during calendar year 2018, 21 of 51 unique filers of at least one Form SF–1 or SF–3 were subject to the XML requirement. ABS issuers are not subject to financial statement structuring requirements.82 Although some ABS issuers already are subject to XML structuring requirements, we are not proposing to require any ABS issuers to structure feerelated information in XML. A filer structuring fee-related information in XML must enter it twice—once in HTML and once in the XML document. As previously noted, the manual process of entering the same data elements in more than one place increases the possibility of filer errors, such as re-keying errors or errors where information is modified in one location but not the other. As also previously noted, the primary benefits of presenting fee-related information in a structured format would be achieved, in part, by eliminating both the need to enter duplicate fee information and the possibility of inconsistent fee information between different parts of the filing.83 Due to these factors, we believe that the potential gains from extending the content and structuring amendments to these documents would not warrant the burdens that would be required. Request for Comment 20. Should we apply the proposed filing fee content and structuring requirements to the proposed filing types? Instead, should the proposed content requirements, structuring requirements or both apply to more or fewer types of filings? Which ones? 21. Specifically, should we apply the proposed content amendments, structuring amendments or both to any or all of Forms SF–1, SF–3, S–20, F–6, F–7, F–8, and 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 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. Filings submitted on or after 30 months after the requirements’ effectiveness. Filings submitted on or after 42 months after the requirements’ effectiveness. Accelerated filers ...................................................................................... All other filers, including all investment companies filing reports on Forms N–2, N–5, and N–14. 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 75 17 CFR 239.20. CFR 239.36. 77 17 CFR 239.37. 78 17 CFR 239.38. 79 17 CFR 239.41. 80 15 U.S.C. 77aa. 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 76 17 jbell on DSKJLSW7X2PROD with PROPOSALS2 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 feebearing forms? Would it be more or less burdensome on asset-backed issuers to structure the information in Inline XBRL rather than XML? 23. Are there other Investment Company Act forms, in addition to the Affected Investment Company Act Forms, that should include structured information to assist with the calculation of fees? 24. Should application of the proposed structuring requirements depend upon whether the filer already is or, as a result of a filing will be, required to comply with Inline XBRL, XML or other structuring requirements under our rules, such as those imposed on operating company financial statements under, for example, Item 601(b)(101) of Regulation S–K or fund risk/return summaries under, for example, Form N–1A and related rules under Regulation S–T? 84 VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 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. 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].’’). 83 See supra Section I. 84 See General Instruction C.3.(g) to Form N–1A; Rule 405 of Regulation S–T. 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 Commissionbased XBRL requirements. PO 00000 Frm 00010 Fmt 4701 Sfmt 4702 E:\FR\FM\27DEP2.SGM 27DEP2 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 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 B. Fee Payment Process Commission’s need to maintain a separate lockbox to process these We propose to amend Rule 202.3a of payments. the Commission’s Informal and other We understand that foreign filers Procedures as well as Rule 111 under sometimes have difficulty paying by the Securities Act, Rule 0–9 under the wire transfer and would not be able to Exchange Act and Rule 0–8 under the pay by ACH unless they have a U.S. Investment Company Act to add the bank account. The main issues foreign option for payment of filing fees via ACH.86 We also propose to eliminate the filers encounter with wire transfers are lack of knowledge of some U.S.-specific option for payment of these fees via processes and longer processing times. paper checks and money orders. Currently, filing fees are paid through Foreign filers often use the ‘‘SWIFT’’ code transfer system but our bank does the U.S. Treasury designated lockbox not accept it.91 When that occurs, our depository and may be paid by wire transfer, paper check, or money order.87 bank does not receive the payment and it ultimately returns to the sender The amendments we are proposing institution. In cases where foreign filers would add the option for fee payment are unfamiliar with the U.S. American via ACH 88 and eliminate the option for Bankers Association (‘‘ABA’’) routing fee payment via paper checks and number convention, our staff advises money orders. Under the proposed the filer to escalate the matter within its amendments, filers would have two payment options: Wire transfer or ACH. bank to a person more familiar with the international wire process. Paying by ACH would not, for the most Overall, these amendments would part, require a processing fee, as wire payments do, and thus, would typically increase efficiency and reduce burdens in processing filing fee payments. provide a lower cost alternative to wire payment. At the same time, ACH Request for Comment payments would require fields— 28. Would adding the option for including the Central Index Key (or payment via ACH, as proposed, make ‘‘CIK’’) field used to identify EDGAR the filing fee payment process more 86 The proposed amendments also would revise efficient and accurate and less costly for Rule 13 under Regulation S–T to reflect the fact that filers? payments would be permitted via ACH. In addition, 29. Are there other forms of payment the proposed amendments would revise Item 9 of we should provide as options? If so, Form 24F–2 to replace ‘‘Mail or other means’’ with which one(s) and why? ‘‘ACH’’ as a registration fee delivery option. 87 Rule 202.3a under the Commission’s Informal 30. Would our proposal to eliminate and Other Procedures provides instructions for the the option to pay filing fees by paper payment of filing fees (e.g., where to direct a wire check or money order create difficulties transfer). As to checks and money orders, it jbell on DSKJLSW7X2PROD with PROPOSALS2 Request for Comment 25. Should we adopt a phase-in schedule for the implementation of the structuring requirements for filing feerelated 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? 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-clearinghouse-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. VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 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. 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). PO 00000 Frm 00011 Fmt 4701 Sfmt 4702 71589 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 thencurrent expected offering amounts, offering prices, and fee rates, and rely on Rule 457(b) to apply, as a credit against the current total fee due, the amounts previously paid in connection with the registration statement. Currently, registrants that rely on Rule 457(o) to calculate required filing fees need only pay a fee with any preeffective 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 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. E:\FR\FM\27DEP2.SGM 27DEP2 jbell on DSKJLSW7X2PROD with PROPOSALS2 71590 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 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 thencurrent offering amounts, price per unit and filing fee rates. This fee offset procedure would be limited to situations where a registrant seeks to concurrently increase the amount of one class and decrease another. It would not be available in situations where a registrant seeks only to decrease or only to increase the amount of any class of registered securities, or to add a class of securities to the registration statement. We propose to limit the availability of this instruction to registrants that have not previously calculated their required filing fee in reliance on Rule 457(o), as Rule 457(o) already provides registrants sufficient flexibility to pre-effectively reallocate the offering amounts of each 93 See, e.g., proposed Instruction 4 to Calculation of Registration Fee table of Form S–1. VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 registered class without incurring additional filing fees.94 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 preeffective 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 thencurrent 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 preeffective 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; 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). PO 00000 Frm 00012 Fmt 4701 Sfmt 4702 • Instructions 4 and 5 to the proposed fee table of Form F–3 would replace current General Instructions II.C and II.F, respectively; • Instruction 5 to the proposed fee table of Form S–4 would replace current General Instruction J; and • Instruction 5 to the proposed fee table of Form F–4 would replace current General Instruction D.3. In each case, the proposed instruction to the fee table would be substantively equivalent to the General Instruction it would replace except as described immediately below.95 Second, we are proposing to add to instruction 4 of the proposed fee table of Form S–3 (as the successor to General Instruction II.D) a reference to General Instruction I.B.6 and, similarly, amend Form S–3 General Instruction II.F to add a reference to General Instruction I.B.6. The proposed amendments would similarly add 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 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. 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 wellknown seasoned issuer. Rule 405 under the Securities Act (17 CFR 230.405) defines a wellknown seasoned issuer as, in general, a company that meets the requirements of General Instruction I.A of Form S–3 or its comparable foreign issuerrelated 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 wellknown seasoned issuer an issuer that has a specified relationship to an issuer meeting these requirements. E:\FR\FM\27DEP2.SGM 27DEP2 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules jbell on DSKJLSW7X2PROD with PROPOSALS2 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 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, posteffective 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 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. VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 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 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. 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.’’) PO 00000 Frm 00013 Fmt 4701 Sfmt 4702 71591 Questions have arisen from time to time about the interplay between paragraph (a)(2) of Rule 0–11, providing that ‘‘[o]nly one fee per transaction is required to be paid,’’ and paragraph (a)(3), providing that if, after an initial fee payment, the aggregate consideration offered is increased, an additional fee based on the increase is due. Some have misunderstood the ‘‘one fee’’ language to mean that no additional fee can be required under paragraph (a)(3) once an initial fee has been paid.105 We propose to clarify paragraph (a)(2) by removing the sentence containing the ‘‘one fee’’ language. The proposed amendment would also have the effect of making paragraph (a)(2) consistent with Rule 457(b), which does not have the ‘‘one fee’’ language and is essentially the Securities Act fee rule analogue to paragraph (a)(2).106 To help avoid confusion and erroneous fee calculations, the proposed amendments also would replace the superseded fee rates listed in Rule 0–11 with 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 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. 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)]. E:\FR\FM\27DEP2.SGM 27DEP2 71592 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules a sum is required,109 replace ‘‘or’’ with ‘‘and’’ where two or more types of consideration could be involved at the same time 110 and add the term ‘‘as applicable’’ where appropriate consistent with the fact that not all types of consideration referenced may be involved.111 Request for Comment 38. Should we consolidate in the instructions to the fee tables the specified current 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? jbell on DSKJLSW7X2PROD with PROPOSALS2 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. 109 See proposed Rule 0–11(c)(1). proposed Rule 0–11(c)(1) and (d). 111 See proposed Rule 0–11(c)(1), (c)(2) and (d). 110 See VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 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 feebearing 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. PO 00000 Frm 00014 Fmt 4701 Sfmt 4702 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 feebearing filings) contained filer errors requiring manual correction by Commission staff.112 Common types of fee calculation errors involve improper use of offsets, improper use of carryforwards, improper reference to previously paid amounts, and incorrect rule references. When an error occurs, filers must expend additional effort to work with the staff to correct the errors. Currently, a filer must deposit into its EDGAR account funds sufficient to cover the fee via wire transfer, checks, or money orders. Over 99 percent of the payments for filing fees are via wire transfer. For wire transfer, check, and money order processing, Commission staff is unable to verify whether appropriate routing information is included to allow for posting payment to the correct filer account. We estimate that approximately 10 percent of payments received are initially suspended 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 feebearing filings subject to the proposed amendments, including: • 149 unique filers of at least one Form N–2 or Form N–14, which are not otherwise subject to Inline XBRL requirements; 114 112 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. 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 coregistrants. Each filer may make multiple feebearing filings. 114 In 2018 there were no filers of Form N–5, which is filed exclusively by small business E:\FR\FM\27DEP2.SGM 27DEP2 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules • 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 • 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 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. jbell on DSKJLSW7X2PROD with PROPOSALS2 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 investment companies. As previously noted, the Commission has recently proposed Inline XBRL requirements for Form N–2. 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. 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). VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 included in the body of the filing and some information prepared by filers but the disclosure of which is currently optional.119 As this information is already either required to be disclosed elsewhere in the filing, or must already be gathered to complete the fee calculation, we believe that any new cost for filers from this disclosure requirement would be minimal. Structuring fee-related data under the proposed amendments would enable significantly greater automation and more accurate and comprehensive validation of 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 feerelated 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, 119 See infra note 31 regarding 457(f) information required for calculation of fee but not expressly required to be disclosed. PO 00000 Frm 00015 Fmt 4701 Sfmt 4702 71593 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 feerelated disclosures under the proposed amendments.120 The cost for filers to implement this change will vary as a function of their current processes related to the preparation of fee-bearing filings, as well as the internal processes and software that filers employ to prepare other filings required to be in the Inline XBRL format. We recognize that the costs incurred to structure fee-related disclosures in the Inline XBRL format will vary across filers. For filings that already require some information to be structured in Inline XBRL format,121 requiring additional Inline XBRL data elements (some that would no longer be required to be entered into the submission header as they are today) is straightforward and is not expected to result in a significant incremental cost for filers.122 In other cases, while the affected filings 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 120 Software vendors and filing agents may pass through the costs of implementing technology changes to structure fee-related disclosures to filers. 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 E:\FR\FM\27DEP2.SGM Continued 27DEP2 71594 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules jbell on DSKJLSW7X2PROD with PROPOSALS2 EDGAR filings during calendar year 2018, we estimate that 266 filers would be subject to Inline XBRL requirements solely as a result of the proposed amendments and would therefore incur costs to develop processes and potentially license software or engage a third party to comply with the proposed requirements.124 The proposed rule includes a phased compliance date schedule for the requirements to tag fee-related information.125 The proposed compliance date schedule is 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 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. 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. VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 Inline XBRL for tagging this limited subset of fee-related information. 2. Updating Payment Options The proposed amendments would permit the use of ACH payments, which would provide filers with an additional option for the electronic deposit of funds. We expect that the introduction of the ACH option would be beneficial to filers since this new electronic payment option does not require filers to pay a processing fee. We also propose to eliminate the option to pay filing fees via paper checks and money orders. Although the vast majority of filers (99 percent) currently use wire transfers rather than checks or money orders to make fee payments, we recognize that eliminating checks and money orders as an option for the payment of filing fees may impose an incremental burden on certain filers. However, such burden would be 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 rerouting 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 PO 00000 Frm 00016 Fmt 4701 Sfmt 4702 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. 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 126 See supra note 92 and accompanying and following text. E:\FR\FM\27DEP2.SGM 27DEP2 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules jbell on DSKJLSW7X2PROD with PROPOSALS2 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 feerelated 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 VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 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 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 feebearing filings to structure fee-related information using the Inline XBRL format.128 Filers that are not otherwise 127 See Inline XBRL Release, supra note 17. SF–1, SF–3, S–20, F–6, F–7, F–8, and F–80 under the Securities Act and foreign government registration statements filed pursuant to Schedule B of the Securities Act are fee-bearing filings that would not be subject to the proposed amendments. See supra Section II.A.4. 128 Forms PO 00000 Frm 00017 Fmt 4701 Sfmt 4702 71595 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 machinereadable and human-readable, filers would have greater ease of reviewing the filing. They may more easily identify errors and submit a correct filing, rather than spend time after submission to reconcile and submit amendments and amended fees. In addition, filers may also realize efficiencies from automating some of their internal processes because Inline XBRL is machine-readable. In addition, to the extent that data users access fee information across all forms, or across some of the forms not proposed to be filed in Inline XBRL, this alternative would yield greater benefits in making the fee data available to such users so that it can be instantly aggregated, compared, and analyzed. However, those fee-bearing filings that are outside the scope of the proposed amendments are either filed relatively rarely or are filed by filers that may not otherwise be subject to Inline XBRL requirements and thus would incur relatively higher incremental costs under this alternative (e.g., foreign government registration statements filed pursuant to Schedule B of the Securities Act). As another alternative, we could narrow the scope of filings subject to the proposed amendments so as to include only those fee-bearing filings which are filed exclusively by entities that are or would otherwise become subject to Inline XBRL requirements with respect to other filings.129 This alternative would further reduce filer costs associated with the amendments. However, these cost savings are likely to be minimal. Further, this alternative would limit the magnitude of the benefits for filers and other market participants that would result from the rule as currently proposed. The proposed amendments would have a phased compliance schedule for the requirements to tag fee-related information. As an alternative, we could 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 nonreporting 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. E:\FR\FM\27DEP2.SGM 27DEP2 71596 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules jbell on DSKJLSW7X2PROD with PROPOSALS2 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 feerelated information and accelerate (postpone) the benefits of tagging feerelated 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 feebearing 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? VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 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: 1. Regulation S–K (OMB Control No. 3235–0071); 132 2. Regulation S–T (OMB Control No. 3235–0424); 3. Regulation C (OMB Control No. 3235–0074); 4. Form S–1 (OMB Control No. 3235– 0065); 5. Form S–3 (OMB Control No. 32350073); 6. Form S–4 (OMB Control No. 3235– 0324); 130 44 U.S.C. 3501 et seq. U.S.C. 3507(d) and 5 CFR 1320.11. 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. 131 44 PO 00000 Frm 00018 Fmt 4701 Sfmt 4702 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 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. E:\FR\FM\27DEP2.SGM 27DEP2 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 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 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. 71597 B. Summary of the Proposed Amendments’ Effects on the Collections of Information The following table summarizes the estimated burden change of the proposed amendments on the paperwork burdens associated with the affected forms listed above.136 PRA TABLE 1—ESTIMATED PAPERWORK BURDEN CHANGES DUE TO THE PROPOSED AMENDMENTS Proposed amendments Disclosure of Fee-Related Information: • Adding a new ‘‘fee rate’’ column to the fee table of the Affected Securities Act and Exchange Act Forms and Schedules, as well as to the Affected Investment Company Act Forms. • Adding or revising instructions regarding presentation, calculations and related disclosure in general and, in particular, associated with Rule 415(a)(6), Rule 424(g), Rule 429, Rule 457(a), (b), (f), (h), (o), and (p) and Rule 0– 11(a)(2), as applicable, in regard to the Affected Securities Act and Exchange Act Forms and Schedules. • Adding a new checkbox column to the fee table of the Affected Securities Act and Exchange Act Forms and Schedules to indicate whether the filer is relying on, as applicable, Securities Act Rule 415(a)(6), Rule 429, or Rule 457(b), (o), or (p); or Exchange Act Rule 0–11(a)(2). • Adding a fee table and related instructions to Rule 13e–1 to conform its requirements to those proposed for the Affected Securities Act and Exchange Act Forms to the extent applicable. Structuring of Fee-Related Information: • Require structuring, in an Inline XBRL format, of all the fee-related information that would be required in the body of the Affected Securities Act and Exchange Act Forms and Schedules and documents filed under Rule 13e–1. The structured information would include each fee table in the Affected Securities Act and Exchange Act Forms and Schedules and documents filed under Rule 13e–1, together with a related explanatory section. • Require structuring, in an Inline XBRL format, of all of the information in each fee table of the Affected Investment Company Forms. Estimated burden change • Forms S–1, S–3, S–8, S–11, S–4, F– 1, F–3, F–4, and F–10. • 0.25 hour net increase in compliance burden. • Schedules 13E–3, 13E–4F, 14C, TO and 14D–1F. 14A, • Documents filed under Rule 13e–1 ... • 0.25 hour net increase in compliance burden. • Forms S–1, S–3, S–8, S–11, S–4, F– 1, F–3, F–4, and F–10. • Schedules 13E–3, 13E–4F, 14A, 14C, TO and 14D–1F. • Documents filed under Rule 13e–1 ... • 1 hour net increase in compliance burden per form/schedule. • Forms N–2, N–5, and N–14 .............. • 1 hour net increase in compliance burden per form. 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.137 134 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. 136 We believe the payment method option and fee offset changes discussed above would not affect the paperwork burdens associated with these forms. 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. C. Incremental and Aggregate Burden and Cost Estimates for the Proposed Amendments jbell on DSKJLSW7X2PROD with PROPOSALS2 Affected forms, schedules, and documents VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 PO 00000 Frm 00019 Fmt 4701 Sfmt 4702 E:\FR\FM\27DEP2.SGM 27DEP2 71598 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules PRA TABLE 2—STANDARD ESTIMATED BURDEN ALLOCATION FOR SPECIFIED FORMS AND SCHEDULES Internal (percent) Form/schedule type Schedules 14A and 14C .......................................................................................................................................... Forms S–1, S–3, S–11, S–4, F–1, F–3, F–4, F–10, N–2, N–5, and N–14. Schedule 13E–3, Rule 13e–1. .......... Form S–8 and Schedule TO ................................................................................................................................... Schedules 13E–4F and 14D–1F ............................................................................................................................. 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 75 25 50 100 Outside professionals (percent) 25 75 50 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 threeyear period for each of these three forms. PRA TABLE 3—CALCULATION OF THE ONE-TIME BURDEN ESTIMATES FOR AFFECTED INVESTMENT COMPANY ACT FORMS RESULTING FROM THE PROPOSED AMENDMENTS 1 Form Estimated number of affected responses Estimated one-time burden hours/ form Total one-time burden hours Estimated internal one-time burden hours Estimated outside one-time professional hours Estimated outside one-time professional costs/affected responses (A) 2 (B) (C) = (A) × (B) (D) = (C) × (allocation %) (E) = (C) × (allocation %) (F) = (E) × $400 N–2 ........................................................... N–5 ........................................................... N–14 ......................................................... 166 1 253 10 10 10 1,660 10 2,530 415 3 633 1,245 8 1,898 $498,000 3,200 759,200 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 jbell on DSKJLSW7X2PROD with PROPOSALS2 Form Estimated number of affected responses Estimated incremental burden hours/ form Total incremental burden hours Estimated internal burden hours Estimated outside professional hours Estimated outside professional costs/affected responses (A) (B) (C) = (A) × (B) (D) = (C) × (allocation %) (E) = (C) × (allocation %) (F) = (E) × $400 S–1 ........................................................... S–3 ........................................................... S–4 ........................................................... S–8 ........................................................... S–11 ......................................................... F–1 ........................................................... F–3 ........................................................... F–4 ........................................................... F–10 ......................................................... Sch. 14A .................................................. Sch. 14C .................................................. VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 901 1,657 551 2,140 64 63 112 39 77 362 78 PO 00000 Frm 00020 1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25 Fmt 4701 Sfmt 4702 1,126 2,071 689 2,675 80 79 140 49 96 453 98 E:\FR\FM\27DEP2.SGM 282 518 172 1,338 20 20 35 12 24 340 74 27DEP2 844 1,553 517 1,337 60 59 105 37 72 113 24 337,600 621,200 206,800 534,800 24,000 23,600 42,000 14,800 28,800 45,200 9,600 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 71599 PRA TABLE 4—CALCULATION OF THE INCREMENTAL CHANGE IN ANNUAL BURDEN ESTIMATES OF AFFECTED RESPONSES RESULTING FROM THE PROPOSED AMENDMENTS—Continued jbell on DSKJLSW7X2PROD with PROPOSALS2 Form Estimated number of affected responses Estimated incremental burden hours/ form Total incremental burden hours Estimated internal burden hours Estimated outside professional hours Estimated outside professional costs/affected responses (A) (B) (C) = (A) × (B) (D) = (C) × (allocation %) (E) = (C) × (allocation %) (F) = (E) × $400 Sch. 13E–3 .............................................. Sch. 13E–4F ............................................ Sch. TO .................................................... Sch. 14D–1F ............................................ Rule 13e–1 ............................................... N–2 ........................................................... N–5 ........................................................... N–14 ......................................................... 77 3 1,378 2 10 166 1 253 1.25 1.25 1.25 1.25 1.25 4.33 (1 + 3.33) 4.33 (1 + 3.33) 4.33 (1 + 3.33) 96 4 1,723 3 13 719 4 1,095 24 4 862 3 3 180 1 274 72 0 861 0 10 539 3 821 28,800 0 344,400 0 4,000 215,600 1,200 328,500 Totals ................................................ 7,934 ........................ 11,213 4,186 7,027 2,810,900 VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 PO 00000 Frm 00021 Fmt 4701 Sfmt 4702 E:\FR\FM\27DEP2.SGM 27DEP2 VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 PO 00000 Frm 00022 Fmt 4701 Sfmt 4702 2 From 1 From Column (D) in PRA Table 3. Column (F) in PRA Table 3. S–1 .............................................. S–3 .............................................. S–4 .............................................. S–8 .............................................. S–11 ............................................ F–1 ............................................... F–3 ............................................... F–4 ............................................... F–10 ............................................. Sch. 14A ...................................... Sch. 14C ...................................... Sch. 13E–3 .................................. Sch. 13E–4F ................................ Sch. TO ....................................... Sch. 14D–1F ................................ Rule 13e–1 .................................. Mutual Fund Interactive Data (Forms N–2, N–5, and N–14) .. Form/collection jbell on DSKJLSW7X2PROD with PROPOSALS2 15,206 178,803 148,556 193,970 563,216 28,890 12,290 26,815 4,448 14,076 558 551,101 56,356 2,646 6 29,972 4 25 (B) (A) 901 1,657 551 2,140 64 63 112 39 77 5,586 569 77 3 1,378 2 10 Current burden hours Current annual responses Current burden 10,000,647 $182,048,700 236,322,036 678,291,204 11,556,000 15,016,968 32,445,300 5,712,000 17,106,000 669,900 73,480,012 7,514,944 3,174,248 0 17,988,600 0 30,000 (C) Current cost burden 901 1,657 551 2,140 64 63 112 39 77 362 78 77 3 1378 2 10 420 (166 + 1 + 253) (D) Number of affected responses or new responses 455 (180 + 1 + 274) 545,300 (215,600 + 1,200 + 328,500) $337,600 621,200 206,800 534,800 24,000 23,600 42,000 14,800 28,800 45,200 9,600 28,800 0 344,400 0 4,000 (F) 2 (E) 1 282 518 172 1,338 20 20 35 12 24 340 74 24 4 862 3 3 Increase in professional costs Increase in company hours Program change 15,626 901 1657 551 2,140 64 63 112 39 77 5,586 569 77 3 1,378 2 10 (G) = (A) or (for mutual fund interactive data) (A) + (D) 179,258 148,838 194,248 563,388 30,228 12,310 26,835 4,483 14,088 582 551,441 56,430 2670 10 30,834 7 28 (H) = (B) + (E) Burden hours 10,545,947 $182,386,300 236,943,236 678,498,004 12,090,800 15,040,968 32,468,900 5,754,000 17,120,800 698,700 73,525,212 7,524,544 3,203,048 0 12,333,000 0 34,000 (I) = (C) + (F) Cost burden Requested change in burden Annual responses PRA TABLE 5—REQUESTED PAPERWORK BURDEN UNDER THE PROPOSED AMENDMENTS 71600 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules E:\FR\FM\27DEP2.SGM 27DEP2 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 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. jbell on DSKJLSW7X2PROD with PROPOSALS2 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 138 5 U.S.C. 601 et seq. VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 option for fee payment via paper checks and money orders. The proposed amendments would also modernize the filing fee disclosure and payment rules by requiring fee filing information to be structured in Inline XBRL format. Finally, the proposed amendments would enable certain registrants to reallocate fees previously paid in connection with the same registration statement. A. Reasons for, and Objectives of, the Proposed Action The purpose of the proposed amendments is to improve the accuracy and efficiency and reduce the costs and burdens of filing fee preparation, payments and processing. B. Legal Basis for the Proposed Action We are proposing the rule and form amendments contained in this document under the authority set forth in Sections 7, 10 and 19(a) of the Securities Act; Sections 3, 12, 13, 15(d), 23(a), and 35A of the Exchange Act; and Sections 8, 24, 30, and 38 of the Investment Company Act. 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 139 5 U.S.C. 601(6). 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 140 See PO 00000 Frm 00023 Fmt 4701 Sfmt 4702 71601 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 D. Reporting, Recordkeeping, and Other Compliance Requirements As noted above, the purpose of the proposed amendments is to modernize and simplify the Commission’s filing fee-related disclosure requirements and fee payment process. If adopted, the proposed amendments are expected to have a small incremental effect on existing reporting, recordkeeping and other compliance burdens for all issuers, including small entities. Many of the proposed amendments would simplify and streamline existing disclosure requirements and payment alternatives in ways that are expected to reduce compliance burdens. Some of the proposed amendments, like those that would require the structuring of filing fee disclosures and related information,144 would increase compliance costs for registrants, although we do not expect that these additional costs would be significant. Compliance with certain provisions affected by the proposed amendments would require the use of professional skills, including accounting and legal skills. The proposed amendments are discussed in detail in Section II above. We discuss the economic impact, including the estimated compliance costs and burdens, of the proposed amendments in Sections III and IV above. E. Duplicative, Overlapping, or Conflicting Federal Rules The proposed amendments would not duplicate, overlap, or conflict with other Federal rules. 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. 144 See, e.g., supra Section II.A.3. E:\FR\FM\27DEP2.SGM 27DEP2 jbell on DSKJLSW7X2PROD with PROPOSALS2 71602 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 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 145 See supra footnote 17 discussing tagging requirements applicable to Securities Act and Exchange Act forms. 146 See FAST Act Release, supra, note 69. VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 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. 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; PO 00000 Frm 00024 Fmt 4701 Sfmt 4702 • 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: • 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. 241 5 E:\FR\FM\27DEP2.SGM U.S.C. 801 et seq. 27DEP2 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules Text of Proposed Rule and Form Amendments In accordance with the foregoing, we are proposing to amend title 17, chapter II of the Code of Federal Regulations as follows: PART 202—INFORMAL AND OTHER PROCEDURES 1. The general authority citation for part 202 continues to read as follows: ■ Authority: 15 U.S.C. 77s, 77t, 77sss, 77uuu, 78d–1, 78u, 78w, 78ll(d), 80a–37, 80a–41, 80b–9, 80b–11, 7201 et seq., unless otherwise noted. * * * * * 2. Amend § 202.3a by: a. Revising paragraphs (a), (b) introductory text, (b)(1) introductory text, (b)(1)(i)(A), (b)(1)(ii), and (b)(2); ■ b. Revising the Note to paragraph (b); ■ c. Revising paragraph (c) heading and introductory text; and ■ d. Revising paragraph (d). The revisions read as follows: ■ ■ jbell on DSKJLSW7X2PROD with PROPOSALS2 § 202.3a Instructions for filing fees. (a) General instructions for remittance of filing fees. Payment of filing fees specified by the following sections shall be made according to the directions listed in this section: § 230.111 of this chapter, § 240.0–9 of this chapter, and § 270.0–8 of this chapter. All such fees are to be paid through the U.S. Treasury designated lockbox depository or system and may be paid by wire transfer or via the Automated Clearing House Network (‘‘ACH’’) pursuant to the specific instructions set forth in paragraph (b) of this section. Checks will not be accepted for payment of fees. To ensure proper posting, all filers must include their Commission-assigned Central Index Key (CIK) number (also known as the Commission-assigned registrant or payor account number) on fee payments. If a third party submits a fee payment, the fee payment must specify the account number to which the fee is to be applied. (b) Instructions for payment of filing fees. Except as provided in paragraph (c) of this section, these instructions provide direction for remitting fees specified in paragraph (a) of this section. You may contact the Filing Fees Branch in the Office of Financial Management at (202) 551–8900 or go to http://www.sec.gov/paymentoptions for additional information if you have questions. VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 (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. 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 § 230.462(b) of this chapter. Notwithstanding paragraphs (a) and (b) of this section, for registration statements filed pursuant to § 230.462(b) of this chapter, payment of filing fees for the purposes of this section may be made by: * * * * * (d) Filing fee accounts. A filing fee account is maintained for each filer who submits a filing requiring a fee on the Commission’s EDGAR system or who submits funds to the U.S. Treasury designated depository or system in anticipation of paying a filing fee. Account statements are regularly prepared and provided to account holders. Account holders must maintain a current account address with the Commission to ensure timely access to these statements. * * * * * PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975— REGULATION S–K 3. The authority citation for part 229 continues to read as follows: ■ Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z–2, 77z–3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78j–3, 78l, 78m, 78n, 78n–1, 78o, 78u–5, 78w, 78ll, 78mm, 80a–8, 80a–9, 80a–20, 80a–29, 80a– 30, 80a–31(c), 80a–37, 80a–38(a), 80a–39, 80b–11, and 7201 et seq.; 18 U.S.C. 1350; sec. 953(b), Pub. L. 111–203, 124 Stat. 1904 (2010); and sec. 102(c), Pub. L. 112–106, 126 Stat. 310 (2012). 4. Amend § 229.601 by: a. In the exhibit table in paragraph (a), adding an entry for ‘‘(107)’’; and ■ b. Adding paragraph (b)(107). The revisions and addition read as follows: ■ ■ 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 PO 00000 Frm 00025 Fmt 4701 Sfmt 4702 71603 § 229.601 (Item 601) Exhibits. (a) * * * E:\FR\FM\27DEP2.SGM 27DEP2 71604 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules EXHIBIT TABLE Securities act forms S–1 * (107) General Interactive Data File S–3 X SF–1 * X S–4 1 SF–3 S–11 * X X Exchange act forms S–8 F–1 * X X F–4 1 F–3 * X X X X 10 8–K 2 10–D 10–Q 10–K ABS–EE * ............ ............ * ............ ............ ............ .............. 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. 2A Form 8–K exhibit is required only if relevant to the subject matter reported on the Form 8–K report. For example, if the Form 8–K pertains to the departure of a director, only the exhibit described in paragraph (b)(17) of this section need be filed. A required exhibit may be incorporated by reference from a previous filing. * * * * * (b) * * * (107) General Interactive Data File. A General Interactive Data File (as defined in § 232.11 of this chapter) presented in the manner provided by the EDGAR Filer Manual. PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 5. The general authority citation for part 230 continues to read as follows: ■ Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-7 note, 78t, 78w, 78ll(d), 78mm, 80a–8, 80a–24, 80a– 28, 80a–29, 80a–30, and 80a–37, and Pub. L. 112–106, sec. 201(a), sec. 401, 126 Stat. 313 (2012), unless otherwise noted. * ■ * * * * 6. Revise § 230.111 to read as follows: § 230.111 Payment of filing fees. All payments of filing fees for registration statements under the Act shall be made by wire transfer, or via the Automated Clearing House Network. There will be no refunds. Payment of filing fees required by this section shall be made in accordance with the directions set forth in § 202.3a of this chapter. ■ 7. Amend § 230.424 by revising paragraph (g) and adding paragraph (i) to read as follows: § 230.424 Filing of Prospectuses, number of copies. jbell on DSKJLSW7X2PROD with PROPOSALS2 * * * * * (g) A form of prospectus filed pursuant to this section that operates to reflect the payment of filing fees for an offering or offerings pursuant to Rule 456(b) (§ 230.456(b)) must include the calculation of registration fee table immediately followed by the information required by the form instructions to the fee table reflecting the payment of such filing fees for the securities that are the subject of the payment. * * * * * (i) A General Interactive Data File (as defined in § 232.11 of this chapter) is required to be submitted to the Commission in the manner provided by VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 the EDGAR Filer Manual for any form of prospectus filed pursuant to paragraph (b) of this Rule 424 (§ 230.424 of this chapter) that includes registration fee, filing fee or other information described by the definition of General Interactive Data File. The General Interactive Data File must be submitted with the filing made pursuant to paragraph (b) of this section. ■ 8. Amend § 230.456 by revising paragraph (b)(1)(ii) to read as follows: § 230.456 Date of filing; timing of fee payment. * * * * * (b) * * * (1) * * * (ii) The issuer reflects the amount of the pay-as-you-go registration fee paid or to be paid in accordance with paragraph (b)(1)(i) of this section by updating the ‘‘Calculation of Registration Fee’’ table to indicate the class and aggregate offering price of securities offered and the amount of registration fee paid or to be paid in connection with the offering or offerings either in a post-effective amendment filed at the time of the fee payment or in the manner specified by Rule 424(g) (§ 230.424(g)) in a prospectus filed pursuant to Rule 424(b) (§ 230.424(b)). * * * * * ■ 9. Amend § 230.457 by revising paragraph (p) to read as follows: § 230.457 Computation of fee. * * * * * (p) Where all or a portion of the securities offered under a registration statement remain unsold after the offering’s completion or termination, or withdrawal of the registration statement, the aggregate total dollar amount of the filing fee associated with those unsold securities (whether computed under § 230.457(a) or (o)) may be offset against the total filing fee due for a subsequent registration statement or registration statements. The subsequent registration statement(s) must be filed within five years of the initial filing date of the earlier registration statement, and must be filed by the same registrant (including a successor within the meaning of § 230.405), a majority-owned PO 00000 Frm 00026 Fmt 4701 Sfmt 4702 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 10. The general authority citation for part 232 continues to read as follows: ■ Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z–3, 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a–6(c), 80a–8, 80a–29, 80a–30, 80a–37, and 7201 et seq.; and 18 U.S.C. 1350, unless otherwise noted. * * * * * 11. Amend § 232.11 by adding a definition for ‘‘General Interactive Data File’’ in alphabetical order to read as follows: ■ § 232.11 232. Definition of terms used in part * * * * * 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 E:\FR\FM\27DEP2.SGM 27DEP2 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 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 §§ 230.415, 230.429, 230.456, 230.457, 230.462, 240.0–11, 240.14a–6(i), or 14c–5(g) of this chapter; (2) Provided pursuant to a fee table and related instructions under a heading ‘‘Calculation of Registration Fee’’, ‘‘Calculation of Filing Fee’’, ‘‘Payment of Filing Fee’’ or any equivalent; (3) Provided pursuant to General Instruction II.F of Form S–3 (§ 239.13 of this chapter) or General Instruction II.G of Form F–3 (§ 239.33 of this chapter) of the maximum aggregate amount or maximum aggregate offering price of the securities to which a post-effective amendment or final prospectus filed pursuant to § 230.424(b) of this chapter relates and, in the case of a final prospectus, the fact that it is a final prospectus filed pursuant to § 230.424(b); and (4) Provided pursuant to General Instruction H of Form S–4 (§ 239.25 of this chapter) or General Instruction F of Form F–4 (§ 239.34 of this chapter) of the maximum aggregate amount or maximum aggregate offering price to which a post-effective amendment or, where permitted, a final prospectus filed pursuant to § 230.424(b) of this chapter relates and, in the case of a final prospectus, the fact that it is a final prospectus filed pursuant to § 230.424(b). Note to definition of General Interactive Data File: When a filing is submitted using Inline XBRL if permitted or required and as provided by the EDGAR Filer Manual, a portion of the General Interactive Data File is embedded into a form, statement, or schedule with the remainder submitted as an exhibit to the form, statement or schedule, respectively. * * * * * 12. Amend § 232.13 by revising paragraph (a)(3) and the note to paragraph (c) to read as follows: ■ jbell on DSKJLSW7X2PROD with PROPOSALS2 § 232.13 date. Date of filing; adjustment of filing (a) * * * (3) Notwithstanding paragraph (a)(2) of this section, any registration statement or any post-effective amendment thereto filed pursuant to Rule 462(b) (§ 230.462(b) of this chapter) by direct transmission commencing on or before 10 p.m. Eastern Standard Time VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 or Eastern Daylight Savings Time whichever is currently in effect, shall be deemed filed on the same business day. * * * * * (c) * * * Note 1 to paragraph (c): All filing fees paid by electronic filers must be submitted to the lockbox depository or system, as provided in Rule 3a, including those pertaining to documents filed in paper pursuant to a hardship exemption. * * * * * 13. Amend § 232.405 by: a. Revising the introductory text; b. Revising paragraph (a)(2); c. Revising paragraph (a)(3)(i) introductory text; ■ d. Revising paragraph (a)(3)(ii); ■ e. Revising paragraph (a)(4); ■ f. Adding paragraphs (b)(3) through (5); ■ g. Revising paragraphs (f)(1)(i) introductory text and (f)(1)(ii) introductory text; and ■ h. Revising the last sentence of the note to § 232.405. The revisions and additions read as follows: ■ ■ ■ ■ § 232.405 Interactive Data File submissions. This section applies to electronic filers that submit Interactive Data Files. Section 229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S–K), paragraph (101) of Part II—Information Not Required to be Delivered to Offerees or Purchasers of Form F–10 (§ 239.40 of this chapter), paragraph 101 of the Instructions as to Exhibits of Form 20– F (§ 249.220f of this chapter), paragraph B.(15) of the General Instructions to Form 40–F (§ 249.240f of this chapter), paragraph C.(6) of the General Instructions to Form 6–K (§ 249.306 of this chapter), General Instruction C.3.(g) of Form N–1A (§§ 239.15A and 274.11A of this chapter), General Instruction H.2 of Form N–2 (§§ 239.14 and 274.11a–1 of this chapter), General Instruction H of Form N–5 (§§ 239.24 and 274.5 of this chapter), and General Instruction F.2 of Form N–14 (§ 239.34 of this chapter) specify when electronic filers are required or permitted to submit an Interactive Data File (§ 232.11), as further described in the note to this section. This section imposes content, format and submission requirements for an Interactive Data File, but does not change the substantive content requirements for the financial and other disclosures in the Related Official Filing (§ 232.11). (a) * * * (2) Be submitted only by an electronic filer either required or permitted to submit an Interactive Data File as PO 00000 Frm 00027 Fmt 4701 Sfmt 4702 71605 specified by § 229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S–K), paragraph (101) of Part II— Information Not Required to be Delivered to Offerees or Purchasers of Form F–10 (§ 239.40 of this chapter), paragraph 101 of the Instructions as to Exhibits of Form 20–F (§ 249.220f of this chapter), paragraph B.(15) of the General Instructions to Form 40–F (§ 249.240f of this chapter), paragraph C.(6) of the General Instructions to Form 6–K (§ 249.306 of this chapter), General Instruction C.3.(g) of Form N–1A (§§ 239.15A and 274.11A of this chapter), General Instruction H.2 of Form N–2 (§§ 239.14 and 274.11a-1 of this chapter), General Instruction H of Form N–5 (§§ 239.24 and 274.5 of this chapter), or General Instruction F.2 of Form N–14 (§ 239.34 of this chapter), as applicable; (3) * * * (i) If the electronic filer is not a management investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), a small business investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), or a business development company as defined in section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a– 2(a)(48)), and is not within one of the categories specified in paragraph (f)(1)(i) of this section, as partly embedded into a filing with the remainder simultaneously submitted as an exhibit to: * * * * * (ii) If the electronic filer is a management investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), a small business investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), or a business development company as defined in section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a– 2(a)(48)), and is not within one of the categories specified in paragraph (f)(1)(ii) of this section, as partly embedded into a filing with the remainder simultaneously submitted as an exhibit to a filing that contains the disclosure this section requires to be tagged; and (4) Be submitted in accordance with the EDGAR Filer Manual and, as applicable, either § 229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S–K), paragraph (101) of Part II—Information Not Required to be Delivered to Offerees or Purchasers of Form F–10 (§ 239.40 of this chapter), E:\FR\FM\27DEP2.SGM 27DEP2 71606 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules paragraph 101 of the Instructions as to Exhibits of Form 20–F (§ 249.220f of this chapter), paragraph B.(15) of the General Instructions to Form 40–F (§ 249.240f of this chapter), paragraph C.(6) of the General Instructions to Form 6–K (§ 249.306 of this chapter), General Instruction C.3.(g) of Form N–1A (§§ 239.15A and 274.11A of this chapter), General Instruction H.2 of Form N–2 (§§ 239.14 and 274.11a–1 of this chapter), General Instruction H of Form N–5 (§§ 239.24 and 274.5 of this chapter), or General Instruction F.2 of Form N–14 (§ 239.34 of this chapter). (b) * * * (3) If the electronic filer is a closedend management investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.) or a business development company as defined in section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)(48)), an Interactive Data File must consist only of a complete set of information for all periods required to be presented in the corresponding data in the Related Official Filing, no more and no less, from all of the information provided by the electronic filer in the Calculation of the Registration Fee table contained on the cover page of Form N–2 (§§ 239.14 and 274.11a–1 of this chapter). (4) If the electronic filer is a small business investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), an Interactive Data File must consist of only a complete set of information required to be presented in the corresponding data in the Related Official Filing, no more and no less, from all of the information provided by the electronic filer in the Calculation of the Registration Fee table contained on the cover page of Form N–5 (§§ 239.24 and 274.5 of this chapter). (5) If the electronic filer is a management investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.) or a business development company as defined in section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)(48)) with registered securities under the Securities Act of 1933 (15 U.S.C. 77a et seq.), an Interactive Data File must consist of only a complete set of information required to be presented in the corresponding data in the Related Official Filing, no more and no less, from all of the information provided by the electronic filer in the Calculation of the Registration Fee table contained on the cover page of Form N–14 (§ 239.34 of this chapter). * * * * * (f) * * * (1) * * * (i) In the manner specified in paragraph (f)(2) of this section rather than as specified by paragraph (a)(3)(i) of this section: Any electronic filer that is not a management investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), a small business investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), or a business development company as defined in section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a2(a)(48)) if it is within one of the following categories, provided, however, that an Interactive Data File first is required to be submitted in the manner specified by paragraph (a)(3)(i) of this section for a periodic report on Form 10–Q (§ 249.308a of this chapter) if the filer reports on Form 10–Q: * * * * * (ii) In the manner specified in paragraph (f)(3) of this section rather than as specified by paragraph (a)(3)(ii) of this section: Any electronic filer that is a management investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), a small business investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), or a business development company as defined in section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a2(a)(48)) that, together with other investment companies in the same ‘‘group of related investment companies,’’ as such term is defined in § 270.0–10 of this chapter, has assets of: * * * * * Note to § 232.405: * * * For an issuer that is a management investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), a business development company as defined in section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)(48)), or a small business investment company which is registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), General Instruction C.3.(g) of Form N–1A (§§ 239.15A and 274.11A of this chapter), General Instruction H.2 of Form N–2 (§§ 239.14 and 274.11a–1 of this chapter), General Instruction H of Form N–5 (§§ 239.24 and 274.5 of this chapter), or General Instruction F.2 of Form N–14 (§ 239.34 of this chapter), as applicable, specifies the circumstances under which an Interactive Data File must be submitted. PART 239—FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933 14. The general authority citation for part 239 continues to read as follows: ■ Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 77sss, 78c, 78l, 78m,78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll, 78mm, 80a–2(a), 80a–3, 80a–8, 80a–9, 80a–10, 80a–13, 80a–24, 80a–26, 80a–29, 80a–30, and 80a–37; and sec. 107, Pub. L. 112–106, 126 Stat. 312, unless otherwise noted. * * * * * 15. Amend Form S–1 (referenced in § 239.11) by revising the ‘‘Calculation of Registration Fee’’ table and the note that immediately follows it to read as follows: ■ Note: The text of Form S–1 does not, and this amendment will not, appear in the Code of Federal Regulations. United States Securities and Exchange Commission Washington, DC 20549 FORM S–1 Registration Statement Under the Securities Act of 1933 * * * * * jbell on DSKJLSW7X2PROD with PROPOSALS2 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Fee rate Amount of registration fee Reliance on rule(s) (check all that apply) Rule Rule Rule Rule Rule Rule VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 PO 00000 Frm 00028 Fmt 4701 Sfmt 4702 E:\FR\FM\27DEP2.SGM 27DEP2 415(a)(6) b 429 b 457(b) or 0–11(a)(2) b 457(o) b 457(p) b jbell on DSKJLSW7X2PROD with PROPOSALS2 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules Instructions to the ‘‘Calculation of Registration Fee’’ Table (‘‘Fee Table’’) and Related Disclosure: 1. For a fee calculated as specified in Rule 457(f) (§ 230.457(f) of this chapter), disclose the amount and value of securities to be received by the registrant or cancelled upon the issuance of securities registered on this Form, and explain how the value was calculated in accordance with Rule 457(f)(1) and (2), as applicable. The explanation must include the value per share of the securities received by the registrant or cancelled upon the issuance of securities registered on this Form. Also disclose any amount of cash to be paid by the registrant in connection with the exchange or other transaction, and any amount of cash to be received by the registrant in connection with the exchange or other transaction. In accordance with Rule 457(f)(3), to determine the maximum aggregate offering price for such a transaction, the registrant should deduct any amount of cash to be paid by the registrant in connection with the exchange or other transaction from, and add any amount of cash to be received by the registrant in connection with the exchange or other transaction to, the value of the securities to be received or cancelled as calculated in accordance with Rule 457(f)(1) and (2), as applicable. Omit from the fee table the maximum aggregate offering price per unit. 2. If relying on Rule 457(o) under the Securities Act (§ 230.457(o) of this chapter) to register securities on this Form by maximum aggregate offering price, check the appropriate box in the Fee Table and you may omit from the Fee Table the amount of 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 VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 the amount of securities of one or more registered classes, a registrant that did not rely on Rule 457(o) to calculate the filing fee due for the initial filing or latest pre-effective amendment to such filing may recalculate the total filing fee due for the registration statement in its entirety and claim an offset pursuant to Rule 457(b) in the amount of the filing fee previously paid in connection with the registration statement. 5. If relying on Rule 415(a)(6) under the Securities Act (§ 230.415(a)(6) of this chapter) to carry forward to this registration statement unsold securities covered by an earlier registration statement, check the appropriate box in the Fee Table and provide the following information: i. The amount of securities being carried forward, expressed in terms of the number of securities, or, if the related filing fee was calculated in reliance on Rule 457(o), the maximum aggregate offering amount; ii. The file number of the earlier registration statement; iii. The initial effective date of the earlier registration statement; and iv. The filing fee previously paid in connection with the unsold securities being carried forward. The fee table for the new registration statement should not include the securities that have been carried forward or the filing fee previously paid in connection with those securities, which will continue to be applied to those securities. 6. If relying on Rule 457(p) under the Securities Act (§ 230.457(p) of this chapter) to offset some or all of the filing fee due on this registration statement with the filing fee previously paid for unsold securities under an earlier effective registration statement, check the appropriate box in the Fee Table and provide the following information: i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The amount of unsold securities or aggregate offering amount from the prior registration statement associated with the claimed offset; iii. The file number of, and the name of the registrant that filed, the earlier registration statement from which the filing fee is offset; iv. The initial filing date of the earlier registration statement; and v. A statement that the registrant has either withdrawn the prior registration statement or has terminated or completed any offering that included the unsold securities under the prior registration statement. If you were not the registrant under that earlier registration statement, PO 00000 Frm 00029 Fmt 4701 Sfmt 4702 71607 checking the box affirms that you are that registrant’s successor, majorityowned subsidiary, or parent owning more than 50% of the registrant’s outstanding voting securities eligible to claim a filing fee offset. See the definitions of ‘‘successor’’ and ‘‘majority-owned subsidiary’’ in Rule 405 under the Securities Act. 7. If relying on Rule 457(b) under the Securities Act (§ 230.457(b) of this chapter) or Rule 0–11(a)(2) under the Exchange Act (§ 240.0–11(a)(2) of this chapter) to offset some or all of the filing fee due on this registration statement by amounts paid in connection with earlier filings relating to the same transaction, check the appropriate box in the Fee Table and provide the following information: i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The type of filing or form type, file number, and initial filing date of the earlier registration statement or Exchange Act filing with which the earlier fee was paid; and iii. If claiming an offset from an earlier Securities Act registration statement, a detailed explanation of the basis for the claimed offset. 8. If this Form includes a combined prospectus pursuant to Rule 429 under the Securities Act of 1933 (§ 230.429 of this chapter), check the appropriate box in the Fee Table and provide the following information outside the fee table: The file number(s) of the earlier effective registration statement(s), and the amount or maximum aggregate offering price of unsold securities registered on the earlier registration statement(s) that may be offered and sold using the combined prospectus. 9. If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary to clarify the information presented in the Fee Table, including references to the provisions of Rule 457 (§ 230.457 of this chapter) relied upon. 10. Disclosure provided in response to these instructions must immediately follow the Fee Table. * * * * * ■ 16. Amend Form S–3 (referenced in § 239.13) by: ■ a. Revising the ‘‘Calculation of Registration Fee’’ table and the notes that immediately follow it; ■ b. Removing and reserving paragraphs D and E of ‘‘II. Application of General Rules and Regulations’’ under the General Instructions; and ■ c. Revising paragraph F of ‘‘II. Application of General Rules and E:\FR\FM\27DEP2.SGM 27DEP2 71608 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules Regulations’’ under the General Instructions. The revisions read as follows: United States Securities and Exchange Commission Note: The text of Form S–3 does not, and this amendment will not, appear in the Code of Federal Regulations. Form S–3 Washington, DC 20549 Registration Statement Under the Securities Act of 1933 * * * * * CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Fee rate Amount of registration fee Reliance on Rule(s) (check all that apply) jbell on DSKJLSW7X2PROD with PROPOSALS2 415(a)(6) b Rule 429 b Rule 457(b) or Rule 0–11(a)(2) b Rule 457(o) b Rule 457(p) b Instructions to the ‘‘Calculation of Registration Fee’’ Table (‘‘Fee Table’’) and Related Disclosure: 1. If relying on Rule 457(o) under the Securities Act (§ 230.457(o) of this chapter) to register securities on this Form by maximum aggregate offering price, check the appropriate box in the Fee Table and you may omit from the Fee Table the amount of securities to be registered and the proposed maximum offering price per unit. 2. When filing a pre-effective amendment that increases the amount of securities of any class to be registered, disclose, for each such class, the number of securities previously registered or, if the filing fee previously paid with respect to that class was calculated in reliance on Rule 457(o), the maximum aggregate offering price previously registered. 3. If you have filed a registration statement for two separate securities and then decide to increase the amount of one security and decrease the other, you may file a 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. VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 4. When registering two or more classes of securities pursuant to General Instruction I.B.1., I.B.2., I.B.6., or I.D. of this Form for an offering pursuant to Securities Act Rule 415(a)(1)(x) (§ 230.415(a)(1)(x) of this chapter) and where this form is not filed by a wellknown 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) (§ 230.456(b) of this chapter). If a registrant elects to pay all or any portion of the registration fees on a deferred basis, the Fee Table in the initial filing must identify the classes of securities being registered and the registrant must state, in response to this instruction, that it elects to rely on Securities Act Rules 456(b) and 457(r), but the Fee Table does not need to specify any other information. When the issuer files a post-effective amendment or a prospectus in accordance with Rule 456(b)(1)(ii) (§ 230.456(b)(1)(ii) of this chapter) to pay a deferred fee, the amended Fee Table must specify either the dollar amount of securities being registered if paid in advance of or in PO 00000 Frm 00030 Fmt 4701 Sfmt 4702 connection with an offering or offerings or the aggregate offering price for all classes of securities in the referenced offering or offerings and the applicable registration fee, which shall be calculated based on the fee payment rate in effect on the date of the fee payment. 6. If relying on Rule 415(a)(6) under the Securities Act (§ 230.415(a)(6) of this chapter) to carry forward to this registration statement unsold securities covered by an earlier registration statement, check the appropriate box in the Fee Table and provide the following information: i. The amount of securities being carried forward, expressed in terms of the number of securities, or, if the related filing fee was calculated in reliance on Rule 457(o), the maximum aggregate offering amount; ii. The file number of the earlier registration statement; iii. The initial effective date of the earlier registration statement; and iv. The filing fee previously paid in connection with the unsold securities being carried forward. The fee table for the new registration statement should not include the securities that have been carried forward or the filing fee previously paid in connection with those securities, which will continue to be applied to those securities. 7. If relying on Rule 457(p) under the Securities Act (§ 230.457(p) of this chapter) to offset some or all of the filing fee due on this registration statement with the filing fee previously paid for unsold securities under an earlier effective registration statement, check the appropriate box in the Fee Table and provide the following information: E:\FR\FM\27DEP2.SGM 27DEP2 71609 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 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, majorityowned subsidiary, or parent owning more than 50% of the registrant’s outstanding voting securities eligible to claim a filing fee offset. See the definitions of ‘‘successor’’ and ‘‘majority-owned subsidiary’’ in Rule 405 under the Securities Act. 8. If relying on Rule 457(b) under the Securities Act (§ 230.457(b) of this chapter) or Rule 0–11(a)(2) under the Exchange Act (§ 240.0–11(a)(2) of this chapter) to offset some or all of the filing fee due on this registration statement by amounts paid in connection with earlier filings relating to the same transaction, check the appropriate box in the Fee Table and provide the following information: i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The type of filing or form type, file number, and initial filing date of the earlier registration statement or Exchange Act filing with which the earlier fee was paid; and iii. If claiming an offset from an earlier Securities Act registration statement, a detailed explanation of the basis for the claimed offset. 9. If this Form includes a combined prospectus pursuant to Rule 429 under the Securities Act of 1933 (§ 230.429 of this chapter), check the appropriate box in the Fee Table and provide the following information outside the fee table: The file number(s) of the earlier effective registration statement(s), and the amount or maximum aggregate offering price of unsold securities registered on the earlier registration statement(s) that may be offered and sold using the combined prospectus. 10. If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary to clarify the information presented in the Fee Table, including references to the provisions of Rule 457 (§ 230.457 of this chapter) relied upon. 11. Disclosure provided in response to these instructions must immediately follow the Fee Table. General Instructions * * * * * II. Application of General Rules and Regulations * * * * * D. [Reserved] E. [Reserved] F. Information in Automatic and NonAutomatic Shelf Registration Statements. Where securities are being registered on this Form pursuant to General Instruction I.B.1, I.B.2, I.B.6, I.C., or I.D., information is only required to be furnished as of the date of initial effectiveness of the registration statement to the extent required by Rule 430A or Rule 430B. Required information about a specific transaction must be included in the prospectus in the registration statement by means of a prospectus that is deemed to be part of and included in the registration statement pursuant to Rule 430A or Rule 430B, a post-effective amendment to the registration statement, or a periodic or current report under the Exchange Act incorporated by reference into the registration statement and the prospectus and identified in a prospectus filed, as required by Rule 430B, pursuant to Rule 424(b) (§ 230.424(b) of this chapter), provided, however, that information specified in the definition of the term ‘‘General Interactive Data File’’ (§ 232.11 of this chapter) shall be placed in one of these documents other than a periodic or current report under the Exchange Act incorporated by reference into the registration statement. Each posteffective 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 posteffective amendment or prospectus relates and each such prospectus must indicate that it is a final prospectus for the related offering. * * * * * ■ 17. Amend Form S–8 (referenced in § 239.16b) by: ■ a. Revising the ‘‘Calculation of Registration Fee’’ table; ■ b. Removing paragraph 2 of the Notes to the ‘‘Calculation of Registration Fee’’ Table; and ■ c. Adding text immediately after the Notes to the ‘‘Calculation of Registration Fee Table’’. The revisions and additions read as follows: Note: The text of Form S–8 does not, and this amendment will not, appear in the Code of Federal Regulations. United States Securities and Exchange Commission Washington, DC 20549 Form S–8 Registration Statement Under the Securities Act of 1933 * * * * * CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Fee rate Amount of registration fee Reliance on Rule(s) (check all that apply) jbell on DSKJLSW7X2PROD with PROPOSALS2 Rule 457(o) Rule 457(p) Notes: 1. If plan interests are being registered, include the following: In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein. PO 00000 Frm 00031 Fmt 4701 Sfmt 4702 b b Instructions to the ‘‘Calculation of Registration Fee’’ Table (‘‘Fee Table’’) and Related Disclosure: 1. If relying on Rule 457(a) and (h) under the Securities Act (§ 230.457(a) E:\FR\FM\27DEP2.SGM 27DEP2 71610 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules and (h) of this chapter) to calculate the fee due for this registration statement and the offering price of the securities is not known, disclose the basis of the price of the securities to be registered as determined pursuant to Securities Act Rule 457(h). 2. If relying on Rule 457(o) under the Securities Act (§ 230.457(o) of this chapter) to register securities on this Form by maximum aggregate offering price, check the appropriate box in the Fee Table and you may omit from the Fee Table the amount of securities to be registered and the proposed maximum offering price per unit. 3. If relying on Rule 457(p) under the Securities Act (§ 230.457(p) of this chapter) to offset some or all of the filing fee due on this registration statement with the filing fee 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, majorityowned subsidiary, or parent owning more than 50% of the registrant’s outstanding voting securities eligible to claim a filing fee offset. See the definitions of ‘‘successor’’ and ‘‘majority-owned subsidiary’’ in Rule 405 under the Securities Act. 4. If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary to clarify the information presented in the Fee Table, including references to the provisions of Rule 457 (§ 230.457 of this chapter) relied upon. 5. Disclosure provided in response to these instructions must immediately follow the Fee Table. * * * * * ■ 18. Amend Form S–11 (referenced in § 239.18) by: ■ a. Revising the ‘‘Calculation of Registration Fee’’ table; and ■ b. Revising the note immediately beneath the revised ‘‘Calculation of Registration Fee’’ table and immediately above the paragraph that begins ‘‘The registrant hereby amends this registration statement’’. The revisions read as follows: Note: The text of Form S–11 does not, and this amendment will not, appear in the Code of Federal Regulations. United States Securities and Exchange Commission Washington, DC 20549 Form S–11 Registration Statement Under the Securities Act of 1933 * * * * * CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Fee rate Amount of registration fee Reliance on Rule(s) (check all that apply) jbell on DSKJLSW7X2PROD with PROPOSALS2 Rule Rule Rule Rule Rule Rule Instructions to the ‘‘Calculation of Registration Fee’’ Table (‘‘Fee Table’’) and Related Disclosure: 1. For a fee calculated as specified in Rule 457(f) (§ 230.457(f) of this chapter), disclose the amount and value of securities to be received by the registrant or cancelled upon the issuance of securities registered on this Form, and explain how the value was calculated in accordance with Rule 457(f)(1) and (2), as applicable. The explanation must include the value per share of the securities received by the registrant or cancelled upon the issuance of securities registered on this Form. Also disclose any amount of cash to be paid by the registrant and any amount of cash to be received by the registrant in connection with the exchange or other transaction. In accordance with Rule 457(f)(3), to determine the maximum aggregate VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 offering price for such a transaction, the registrant should deduct any amount of cash to be paid by the registrant in connection with the exchange or other transaction from, and add any amount of cash to be received by the registrant in connection with the exchange or other transaction to, the value of the securities to be received or cancelled as calculated in accordance with Rule 457(f)(1) and (2), as applicable. Omit from the fee table the maximum aggregate offering price per unit. 2. If relying on Rule 457(o) under the Securities Act (§ 230.457(o) of this chapter) to register securities on this Form by maximum aggregate offering price, check the appropriate box in the Fee Table and you may omit from the Fee Table the amount of securities to be registered and the proposed maximum offering price per unit. PO 00000 Frm 00032 Fmt 4701 Sfmt 4702 415(a)(6) b 429 b 457(b) or 0–11(a)(2) b 457(o) b 457(p) b 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 E:\FR\FM\27DEP2.SGM 27DEP2 71611 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules registered classes, a registrant that did not rely on Rule 457(o) to calculate the filing fee due for the initial filing or latest pre-effective amendment to such filing may recalculate the total filing fee due for the registration statement in its entirety and claim an offset pursuant to Rule 457(b) in the amount of the filing fee previously paid in connection with the registration statement. 5. If relying on Rule 415(a)(6) under the Securities Act (§ 230.415(a)(6) of this chapter) to carry forward to this registration statement unsold securities covered by an earlier registration statement, check the appropriate box in the Fee Table and provide the following information: i. The amount of securities being carried forward, expressed in terms of the number of securities or, if the related filing fee was calculated in reliance on Rule 457(o), the maximum aggregate offering amount; ii. The file number of the earlier registration statement; iii. The initial effective date of the earlier registration statement; and iv. The filing fee previously paid in connection with the unsold securities being carried forward. The fee table for the new registration statement should not include the securities that have been carried forward or the filing fee previously paid in connection with those securities, which will continue to be applied to those securities. 6. If relying on Rule 457(p) under the Securities Act (§ 230.457(p) of this chapter) to offset some or all of the filing fee due on this registration statement with the filing fee previously paid for unsold securities under an earlier effective registration statement, check the appropriate box in the Fee Table and provide the following information: i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The amount of unsold securities or aggregate offering amount from the prior registration statement associated with the claimed offset; iii. The file number of, and the name of the registrant that filed, the earlier registration statement from which the filing fee is offset; iv. The initial filing date of the earlier registration statement; and v. A statement that the registrant has either withdrawn the prior registration statement or has terminated or completed any offering that included the unsold securities under the prior registration statement. If you were not the registrant under that earlier registration statement, checking the box affirms that you are that registrant’s successor, majorityowned subsidiary, or parent owning more than 50% of the registrant’s outstanding voting securities eligible to claim a filing fee offset. See the definitions of ‘‘successor’’ and ‘‘majority-owned subsidiary’’ in Rule 405 under the Securities Act. 7. If relying on Rule 457(b) under the Securities Act (§ 230.457(b) of this chapter) or Rule 0–11(a)(2) under the Exchange Act (§ 240.0–11(a)(2) of this chapter) to offset some or all of the filing fee due on this registration statement by amounts paid in connection with earlier filings relating to the same transaction, check the appropriate box in the Fee Table and provide the following information: i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The type of filing or form type, file number, and initial filing date of the earlier registration statement or Exchange Act filing with which the earlier fee was paid; and iii. If claiming an offset from an earlier Securities Act registration statement, a detailed explanation of the basis for the claimed offset. 8. If this Form includes a combined prospectus pursuant to Rule 429 under the Securities Act of 1933 (§ 230.429 of this chapter), check the appropriate box in the Fee Table and provide the following information outside the fee table: The file number(s) of the earlier effective registration statement(s), and the amount or maximum aggregate offering price of unsold securities registered on the earlier registration statement(s) that may be offered and sold using the combined prospectus. 9. If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary to clarify the information presented in the Fee Table, including references to the provisions of Rule 457 (§ 230.457 of this chapter) relied upon. 10. Disclosure provided in response to these instructions must immediately follow the Fee Table. * * * * * ■ 19. Amend Form N–14 (referenced in § 239.23) by ■ a. Revising the ‘‘Calculation of Registration Fee under the Securities Act of 1933’’ table; and ■ b. Revising General Instruction F. The revisions read as follows: Note: The text of Form N–14 does not, and this amendment will not, appear in the Code of Federal Regulations. * * * * * CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933 Title of securities being registered * * * * Proposed maximum offering price per unit Amount being registered * jbell on DSKJLSW7X2PROD with PROPOSALS2 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 VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 Proposed maximum aggregate offering price 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 PO 00000 Frm 00033 Fmt 4701 Sfmt 4702 Fee rate Amount of registration fee 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 posteffective 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. * * * * * E:\FR\FM\27DEP2.SGM 27DEP2 71612 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 20. Amend Form S–4 (referenced in § 239.25) by: ■ a. Revising the ‘‘Calculation of Registration Fee’’ table and the note that immediately follows it; ■ b. Revising General Instruction H; and ■ c. Removing and reserving General Instruction J. The revisions read as follows: ■ Note: The text of Form S–4 does not, and this amendment will not, appear in the Code of Federal Regulations. United States Securities and Exchange Commission Washington, DC 20549 Form S–4 Registration Statement Under the Securities Act of 1933 * * * * * CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum offering price per unit Amount to be registered Proposed maximum aggregate offering price Fee rate Amount of registration fee Reliance on rule(s) (check all that apply) jbell on DSKJLSW7X2PROD with PROPOSALS2 Rule Rule Rule Rule Rule Rule Instructions to the ‘‘Calculation of Registration Fee’’ Table (‘‘Fee Table’’) and Related Disclosure: 1. For a fee calculated as specified in Rule 457(f) (§ 230.457(f) of this chapter), disclose the amount and value of securities to be received by the registrant or cancelled upon the issuance of securities registered on this Form, and explain how the value was calculated in accordance with Rule 457(f)(1) and (2), as applicable. The explanation must include the value per share of the securities received by the registrant or cancelled upon the issuance of securities registered on this Form. Also disclose any amount of cash to be paid by the registrant in connection with the exchange or other transaction, and any amount of cash to be received by the registrant in connection with the exchange or other transaction. In accordance with Rule 457(f)(3), to determine the maximum aggregate offering price for such a transaction, the registrant should deduct any amount of cash to be paid by the registrant in connection with the exchange or other transaction from, and add any amount of cash to be received by the registrant in connection with the exchange or other transaction to, the value of the securities to be received or cancelled as calculated in accordance with Rule 457(f)(1) and (2), as applicable. Omit from the fee table the maximum aggregate offering price per unit. 2. If relying on Rule 457(o) under the Securities Act (§ 230.457(o) of this chapter) to register securities on this Form by maximum aggregate offering price, check the appropriate box in the Fee Table and you may omit from the VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 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 § 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 PO 00000 Frm 00034 Fmt 4701 Sfmt 4702 415(a)(6) b 429 b 457(b) or 0–11(a)(2) b 457(o) b 457(p) b 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 (§ 230.415(a)(6) of this chapter) to carry forward to this registration statement unsold securities covered by an earlier registration statement, check the appropriate box in the Fee Table and provide the following information: i. The amount of securities being carried forward, expressed in terms of the number of securities or, if the related filing fee was calculated in reliance on Rule 457(o), the maximum aggregate offering amount; ii. The file number of the earlier registration statement; iii. The initial effective date of the earlier registration statement; and iv. The filing fee previously paid in connection with the unsold securities being carried forward. The fee table for the new registration statement should not include the securities that have been carried forward or the filing fee previously paid in connection with those securities, which will continue to be applied to those securities. 7. If relying on Rule 457(p) under the Securities Act (§ 230.457(p) of this chapter) to offset some or all of the filing fee due on this registration statement with the filing fee previously paid for unsold securities under an earlier effective registration statement, check E:\FR\FM\27DEP2.SGM 27DEP2 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 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, majorityowned subsidiary, or parent owning more than 50% of the registrant’s outstanding voting securities eligible to claim a filing fee offset. See the definitions of ‘‘successor’’ and ‘‘majority-owned subsidiary’’ in Rule 405 under the Securities Act. 8. If you are relying on Rule 457(b) under the Securities Act (§ 230.457(b) of this chapter) or Rule 0–11(a)(2) under the Exchange Act (§ 240.0–11(a)(2) of this chapter) to offset some or all of the filing fee due on this registration statement by amounts paid in connection with earlier filings relating to the same transaction, check the appropriate box in the Fee Table and provide the following information: i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The type of filing or form type, file number, and initial filing date of the earlier registration statement or Exchange Act filing with which the earlier fee was paid; and iii. If claiming an offset from an earlier Securities Act registration statement, a detailed explanation of the basis for the claimed offset. 9. If this Form includes a combined prospectus pursuant to Rule 429 under the Securities Act of 1933 (§ 230.429 of this chapter), check the appropriate box in the Fee Table and provide the following information outside the fee table: the file number(s) of the earlier effective registration statement(s), and the amount or maximum aggregate offering price of unsold securities registered on the earlier registration statement(s) that may be offered and sold using the combined prospectus. 10. If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary to clarify the information presented in the Fee Table, including references to the provisions of Rule 457 (§ 230.457 of this chapter) relied upon. 11. Disclosure provided in response to these instructions must immediately follow the Fee Table. General Instructions * * * * * H. Registration Statements Subject to Rule 415(a)(1)(viii) (§ 230.415(a)(1)(viii) of This Chapter) If the registration statement relates to offerings of securities pursuant to Rule 415(a)(1)(viii), required information about the type of contemplated transaction and the company to be acquired only need be furnished as of the date of initial effectiveness of the registration statement to the extent practicable. The required information about the specific transaction and the 71613 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 posteffective amendment or prospectus relates, and each such prospectus must indicate that it is a final prospectus for the related offering. * * * * * J. [Reserved] * * * * * ■ 21. Amend Form F–1 (referenced in § 239.31) by revising the ‘‘Calculation of Registration Fee’’ table and the Note immediately below it to read as follows: Note: The text of Form F–1 does not, and this amendment will not, appear in the Code of Federal Regulations. United States Securities and Exchange Commission Washington, DC 20549 Form F–1 Registration Statement Under the Securities Act of 1933 * * * * * CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Fee rate Amount of registration fee Reliance on rule(s) (check all that apply) jbell on DSKJLSW7X2PROD with PROPOSALS2 Rule Rule Rule Rule Rule Rule Instructions to the ‘‘Calculation of Registration Fee’’ Table (‘‘Fee Table’’) and Related Disclosure: 1. For a fee calculated as specified in Rule 457(f) (§ 230.457(f) of this chapter), VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 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 PO 00000 Frm 00035 Fmt 4701 Sfmt 4702 415(a)(6) b 429 b 457(b) or 0–11(a)(2) b 457(o) b 457(p) b 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 E:\FR\FM\27DEP2.SGM 27DEP2 jbell on DSKJLSW7X2PROD with PROPOSALS2 71614 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules issuance of securities registered on this Form. Also disclose any amount of cash to be paid by the registrant and any amount of cash to be received by the registrant in connection with the exchange or other transaction. In accordance with Rule 457(f)(3), to determine the maximum aggregate offering price for such a transaction, the registrant should deduct any amount of cash to be paid by the registrant in connection with the exchange or other transaction from, and add any amount of cash to be received by the registrant in connection with the exchange or other transaction to, the value of the securities to be received or cancelled as calculated in accordance with Rule 457(f)(1) and (2), as applicable. Omit from the fee table the maximum aggregate offering price per unit. 2. If relying on Rule 457(o) under the Securities Act (§ 230.457(o) of this chapter) to register securities on this Form by maximum aggregate offering price, check the appropriate box in the Fee Table and you may omit from the Fee Table the amount of securities to be registered and the proposed maximum offering price per unit. 3. When filing a pre-effective amendment that increases the amount of securities of any class to be registered, disclose, for each such class, the number of securities previously registered or, if the filing fee previously paid with respect to that class was calculated in reliance on Rule 457(o), the maximum aggregate offering price previously registered. 4. If you have filed a registration statement for two separate securities and then 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 (§ 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 VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 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 (§ 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, majorityowned subsidiary, or parent owning more than 50% of the registrant’s outstanding voting securities eligible to claim a filing fee offset. See the definitions of ‘‘successor’’ and ‘‘majority-owned subsidiary’’ in Rule 405 under the Securities Act. 7. If relying on Rule 457(b) under the Securities Act (§ 230.457(b) of this chapter) or Rule 0–11(a)(2) under the Exchange Act (§ 240.0–11(a)(2) of this chapter) to offset some or all of the filing fee due on this registration statement by amounts paid in connection with earlier filings relating to the same transaction, PO 00000 Frm 00036 Fmt 4701 Sfmt 4702 check the appropriate box in the Fee Table and provide the following information: i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The type of filing or form type, file number, and initial filing date of the earlier registration statement or Exchange Act filing with which the earlier fee was paid; and iii. If claiming an offset from an earlier Securities Act registration statement, a detailed explanation of the basis for the claimed offset. 8. If this Form includes a combined prospectus pursuant to Rule 429 under the Securities Act of 1933 (§ 230.429 of this chapter), check the appropriate box in the Fee Table and provide the following information outside the fee table: The file number(s) of the earlier effective registration statement(s), and the amount or maximum aggregate offering price of unsold securities registered on the earlier registration statement(s) that may be offered and sold using the combined prospectus. 9. If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary to clarify the information presented in the Fee Table, including references to the provisions of Rule 457 (§ 230.457 of this chapter) relied upon. 10. Disclosure provided in response to these instructions must immediately follow the Fee Table. * * * * * ■ 22. Amend Form F–3 (referenced in § 239.33) by: ■ a. Revising the ‘‘Calculation of Registration Fee’’ table and the Notes to the Calculation of Registration Fee Table; ■ b. Removing and reserving paragraphs C and F of ‘‘II. Application of General Rules and Regulations’’ under the General Instructions; and ■ c. Revising paragraph G of ‘‘II. Application of General Rules and Regulations’’ under the General Instructions. The revisions read as follows: Note: The text of Form F–3 does not, and this amendment will not, appear in the Code of Federal Regulations. United States Securities and Exchange Commission Washington, DC 20549 Form F–3 Registration Statement Under the Securities Act of 1933 * E:\FR\FM\27DEP2.SGM * * 27DEP2 * * Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 71615 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Fee rate Amount of registration fee Reliance on rule(s) (check all that apply) jbell on DSKJLSW7X2PROD with PROPOSALS2 Rule Rule Rule Rule Rule Rule Instructions to the ‘‘Calculation of Registration Fee’’ Table (‘‘Fee Table’’) and Related Disclosure: 1. If relying on Rule 457(o) under the Securities Act (§ 230.457(o) of this chapter) to register securities on this Form by maximum aggregate offering price, check the appropriate box in the Fee Table and you may omit from the Fee Table the amount of securities to be registered and the proposed maximum offering price per unit. 2. When filing a pre-effective amendment that increases the amount of securities of any class to be registered, disclose, for each such class, the number of securities previously registered or, if the filing fee previously paid with respect to that class was calculated in reliance on Rule 457(o), the maximum aggregate offering price previously registered. 3. If you have filed a registration statement for two separate securities and then decide to increase the amount of one security and decrease the other, you may file a 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) (§ 230.415(a)(1)(x) of this chapter), and where this form is not filed by a wellknown seasoned issuer that elects to defer payment of fees as permitted by VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 Rule 456(b), Rule 457(o) permits the calculation of the registration fee to be based on the maximum offering price of all the securities listed in the Fee Table. In this event, the Fee Table must list each of the classes of securities being registered and state the maximum aggregate offering price for all of the classes of securities on a combined basis, but may omit the proposed maximum aggregate offering price for each class. 5. A well-known seasoned issuer registering securities on an automatic shelf registration statement pursuant to General Instruction I.C. of this Form may, at its option, defer payment of registration fees as permitted by Rule 456(b) (§ 230.456(b) of this chapter). If a registrant elects to pay all or any portion of the registration fees on a deferred basis, the Fee Table in the initial filing must identify the classes of securities being registered and the registrant must state, in response to this instruction, that it elects to rely on Securities Act Rules 456(b) and 457(r), but the Fee Table does not need to specify any other information. When the issuer files a post-effective amendment or a prospectus in accordance with Rule 456(b)(1)(ii) (§ 230.456(b)(1)(ii) of this chapter) to pay a deferred fee, the amended Fee Table must specify either the dollar amount of securities being registered if paid in advance of or in connection with an offering or offerings or the aggregate offering price for all classes of securities in the referenced offering or offerings and the applicable registration fee, which shall be calculated based on the fee payment rate in effect on the date of the fee payment. 6. If relying on Rule 415(a)(6) under the Securities Act (§ 230.415(a)(6) of this chapter) to carry forward to this registration statement unsold securities covered by an earlier registration statement, check the appropriate box in the Fee Table and provide the following information: i. The amount of securities being carried forward, expressed in terms of the number of securities, or, if the PO 00000 Frm 00037 Fmt 4701 Sfmt 4702 415(a)(6) b 429 b 457(b) or 0–11(a)(2) b 457(o) b 457(p) b related filing fee was calculated in reliance on Rule 457(o), the maximum aggregate offering amount; ii. The file number of the earlier registration statement; iii. The initial effective date of the earlier registration statement; and iv. The filing fee previously paid in connection with the unsold securities being carried forward. The fee table for the new registration statement should not include the securities that have been carried forward or the filing fee previously paid in connection with those securities, which will continue to be applied to those securities. 7. If relying on Rule 457(p) under the Securities Act (§ 230.457(p) of this chapter) to offset some or all of the filing fee due on this registration statement with the filing fee previously paid for unsold securities under an earlier effective registration statement, check the appropriate box in the Fee Table and provide the following information: i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The amount of unsold securities or aggregate offering amount from the prior registration statement associated with the claimed offset; iii. The file number of, and the name of the registrant that filed, the earlier registration statement from which the filing fee is offset; iv. The initial filing date of the earlier registration statement; and v. A statement that the registrant has either withdrawn the prior registration statement or has terminated or completed any offering that included the unsold securities 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, majorityowned 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 E:\FR\FM\27DEP2.SGM 27DEP2 71616 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules ‘‘majority-owned subsidiary’’ in Rule 405 under the Securities Act. 8. If relying on Rule 457(b) under the Securities Act (§ 230.457(b) of this chapter) or Rule 0–11(a)(2) under the Exchange Act (§ 240.0–11(a)(2) of this chapter) to offset some or all of the filing fee due on this registration statement by amounts paid in connection with earlier filings relating to the same transaction, check the appropriate box in the Fee Table and provide the following information: i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The type of filing or form type, file number, and initial filing date of the earlier registration statement or Exchange Act filing with which the earlier fee was paid; and iii. If claiming an offset from an earlier Securities Act registration statement, a detailed explanation of the basis for the claimed offset. 9. If this Form includes a combined prospectus pursuant to Rule 429 under the Securities Act of 1933 (§ 230.429 of this chapter), check the appropriate box in the Fee Table and provide the following information outside the fee table: the file number(s) of the earlier effective registration statement(s), and the amount or maximum aggregate offering price of unsold securities registered on the earlier registration statement(s) that may be offered and sold using the combined prospectus. 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, that information specified in the definition of the term ‘‘General Interactive Data File’’ (§ 232.11 of this chapter) shall be placed in one of these documents other than an Exchange Act report incorporated by reference into the registration statement. Each postGeneral Instructions effective amendment or final prospectus filed pursuant to Rule 424(b), in either * * * * * case filed to provide required II. Application of General Rules and information about a specific transaction, Regulations must include the maximum aggregate * * * * * amount or maximum aggregate offering price of the securities to which the postC. [Reserved] effective amendment or prospectus * * * * * relates and each such prospectus must indicate that it is a final prospectus for F. [Reserved] the related offering. G. Information in Automatic and Non* * * * * Automatic Shelf Registration Statements ■ 23. Amend Form F–4 (referenced in Where securities are being registered § 239.34) by: on this Form pursuant to General ■ a. Revising the ‘‘Calculation of Instruction I.A.5, I.B.1, I.B.2, I.B.5, or Registration Fee’’ table and note I.C., information is only required to be immediately below it; furnished as of the date of initial ■ b. Removing and reserving paragraph effectiveness of the registration D.3 of the General Instructions; and statement to the extent required by Rule ■ c. Revising paragraph F of the General 430A or Rule 430B. Required Instructions. information about a specific transaction The revisions read as follows: must be included in the prospectus in Note: The text of Form F–4 does not, and the registration statement by means of a this amendment will not, appear in the Code prospectus that is deemed to be part of of Federal Regulations. and included in the registration statement pursuant to Rule 430A or United States Securities and Exchange Rule 430B, a post-effective amendment Commission to the registration statement, or an Washington, DC 20549 Exchange Act report incorporated by reference into the registration statement Form F–4 and the prospectus and identified in a Registration Statement Under the prospectus filed, as required by Rule 430B, pursuant to Rule 424(b) (§ 230.424 Securities Act of 1933 including references to the provisions of Rule 457 (§ 230.457 of this chapter) relied upon. 11. Disclosure provided in response to these instructions must immediately follow the Fee Table. (b) of this chapter), provided, however, * * * * * CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Fee rate Amount of registration fee Reliance on rule(s) (check all that apply) jbell on DSKJLSW7X2PROD with PROPOSALS2 Rule Rule Rule Rule Rule Rule Instructions to the ‘‘Calculation of Registration Fee’’ Table (‘‘Fee Table’’) and Related Disclosure: 1. For a fee calculated as specified in Rule 457(f) (§ 230.457(f) of this chapter), disclose the amount and value of securities to be received by the registrant or cancelled upon the issuance of securities registered on this Form, and explain how the value was VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 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 PO 00000 Frm 00038 Fmt 4701 Sfmt 4702 415(a)(6) b 429 b 457(b) or 0–11(a)(2) b 457(o) b 457(p) b 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 E:\FR\FM\27DEP2.SGM 27DEP2 jbell on DSKJLSW7X2PROD with PROPOSALS2 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules other transaction to, the value of the securities to be received or cancelled as calculated in accordance with Rule 457(f)(1) and (2), as applicable. Omit from the fee table the maximum aggregate offering price per unit. 2. If relying on Rule 457(o) under the Securities Act (§ 230.457(o) of this chapter) to register securities on this Form by maximum aggregate offering price, check the appropriate box in the Fee Table and you may omit from the Fee Table the amount of securities to be registered and the proposed maximum offering price per unit. 3. When filing a pre-effective amendment that increases the amount of securities of any class to be registered, disclose, for each such class, the number of securities previously registered or, if the filing fee previously paid with respect to that class was calculated in reliance on Rule 457(o), the maximum aggregate offering price previously registered. 4. If you have filed a registration statement for two separate securities and then decide to increase the amount of one security and decrease the other, you may file a 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 § 230.415(a)(1)(viii), Rule 457(o) permits the calculation of the registration fee to be based on the maximum offering price of all the securities listed in the Fee Table if the registrant is eligible to use Form F–3 for a primary offering. In this event, the Fee Table must list each of the classes of securities being registered and state the maximum aggregate offering price for all of the classes of securities on a combined basis, but may omit the proposed maximum aggregate offering price for each class. 6. If relying on Rule 415(a)(6) under the Securities Act (§ 230.415(a)(6) of this chapter) to carry forward to this registration statement unsold securities VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 covered by an earlier registration statement, check the appropriate box in the Fee Table and provide the following information: i. The amount of securities being carried forward, expressed in terms of the number of securities, or, if the related filing fee was calculated in reliance on Rule 457(o), the maximum aggregate offering amount; ii. The file number of the earlier registration statement; iii. The initial effective date of the earlier registration statement; and iv. The filing fee previously paid in connection with the unsold securities being carried forward. The fee table for the new registration statement should not include the securities that have been carried forward or the filing fee previously paid in connection with those securities, which will continue to be applied to those securities. 7. If relying on Rule 457(p) under the Securities Act (§ 230.457(p) of this chapter) to offset some or all of the filing fee due on this registration statement with the filing fee previously paid for unsold securities under an earlier effective registration statement, check the appropriate box in the Fee Table and provide the following information: i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The amount of unsold securities or aggregate offering amount from the prior registration statement associated with the claimed offset; 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, majorityowned subsidiary, or parent owning more than 50% of the registrant’s outstanding voting securities eligible to claim a filing fee offset. See the definitions of ‘‘successor’’ and ‘‘majority-owned subsidiary’’ in Rule 405 under the Securities Act. 8. If relying on Rule 457(b) under the Securities Act (§ 230.457(b) of this chapter) or Rule 0–11(a)(2) under the Exchange Act (§ 240.0–11(a)(2) of this chapter) to offset some or all of the filing fee due on this registration statement by PO 00000 Frm 00039 Fmt 4701 Sfmt 4702 71617 amounts paid in connection with earlier filings relating to the same transaction, check the appropriate box in the Fee Table and provide the following information: i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The type of filing or form type, file number, and initial filing date of the earlier registration statement or Exchange Act filing with which the earlier fee was paid; and iii. If claiming an offset from an earlier Securities Act registration statement, a detailed explanation of the basis for the claimed offset. 9. If this Form includes a combined prospectus pursuant to Rule 429 under the Securities Act of 1933 (§ 230.429 of this chapter), check the appropriate box in the Fee Table and provide the following information outside the fee table: The file number(s) of the earlier effective registration statement(s), and the amount or maximum aggregate offering price of unsold securities registered on the earlier registration statement(s) that may be offered and sold using the combined prospectus. 10. If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary to clarify the information presented in the Fee Table, including references to the provisions of Rule 457 (§ 230.457 of this chapter) relied upon. 11. Disclosure provided in response to these instructions must immediately follow the Fee Table. General Instructions * * * * * D. Application of General Rules and Regulations * * * * * * * 3. [Reserved] * * * F. Registration Statements Subject to Rule 415(a)(1)(viii) (§ 230.415(a)(1)(viii) of This Chapter) If the registration statement relates to offerings of securities pursuant to Rule 415(a)(1)(viii), required information about the type of contemplated transaction (and the company being acquired) need only be furnished as of the date of initial effectiveness of the registration statement to the extent practicable. The required information about the specific transaction and the particular company being acquired must be included in the prospectus by means of a post-effective amendment. Each post-effective amendment filed to E:\FR\FM\27DEP2.SGM 27DEP2 71618 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules provide required information about a specific transaction and particular company being acquired must include the maximum aggregate amount or maximum aggregate offering price of the securities to which the post-effective amendment relates. * * * * * ■ 24. Amend Form F–10 (referenced in § 239.40) by: ■ a. Revising the ‘‘Calculation of Registration Fee’’ table; ■ b. Removing from immediately below the ‘‘Calculation of Registration Fee’’ table the text that begins with an asterisk and the text that begins with the phrase ‘‘If as a result of stock splits, stock dividends or similar transactions,’’; ■ c. Adding instructions immediately beneath the revised ‘‘Calculation of Registration Fee’’ table; ■ d. Revising paragraph G of General Instruction II; ■ e. Reserving paragraphs (102) through (106) of Part II—Information Not Required to be Delivered to Offerees or Purchasers; and ■ f. Adding paragraph (107) to Part II— Information Not Required to be Delivered to Offerees or Purchasers; The additions and revisions read as follows: Note: The text of Form F–10 does not, and this amendment will not, appear in the Code of Federal Regulations. United States Securities and Exchange Commission Washington, DC 20549 Form F–10 Registration Statement Under the Securities Act of 1933 * * * * * CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Fee rate Amount of registration fee Reliance on rule(s) (check all that apply) jbell on DSKJLSW7X2PROD with PROPOSALS2 Rule Rule Rule Rule Rule 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 VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 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 (§ 230.457(o) of this chapter) to register securities on this PO 00000 Frm 00040 Fmt 4701 Sfmt 4702 429 b 457(b) or 0–11(a)(2) b 457(o) b 457(p) b 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. E:\FR\FM\27DEP2.SGM 27DEP2 jbell on DSKJLSW7X2PROD with PROPOSALS2 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 7. If relying on Rule 457(p) under the Securities Act (§ 230.457(p) of this chapter) to offset some or all of the filing fee due on this registration statement with the filing fee previously paid for unsold securities under an earlier effective registration statement, check the appropriate box in the Fee Table and provide the following information: i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The amount of unsold securities or aggregate offering amount from the prior registration statement associated with the claimed offset; iii. The file number of, and the name of the registrant that filed, the earlier registration statement from which the filing fee is offset; iv. The initial filing date of the earlier registration statement; and v. A statement that the registrant has either withdrawn the prior registration statement or has terminated or completed any offering that included the unsold securities under the prior registration statement. If you were not the registrant under that earlier registration statement, checking the box affirms that you are that registrant’s successor, majorityowned subsidiary, or parent owning more than 50% of the registrant’s outstanding voting securities eligible to claim a filing fee offset. See the definitions of ‘‘successor’’ and ‘‘majority-owned subsidiary’’ in Rule 405 under the Securities Act. 8. If relying on Rule 457(b) under the Securities Act (§ 230.457(b) of this chapter) or Rule 0–11(a)(2) under the Exchange Act (§ 240.0–11(a)(2) of this chapter) to offset some or all of the filing fee due on this registration statement by amounts paid in connection with earlier filings relating to the same transaction, check the appropriate box in the Fee Table and provide the following information: i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The type of filing or form type, file number, and initial filing date of the earlier registration statement or Exchange Act filing with which the earlier fee was paid; and iii. If claiming an offset from an earlier Securities Act registration statement, a detailed explanation of the basis for the claimed offset. 9. If this Form includes a combined prospectus pursuant to Rule 429 under the Securities Act of 1933 (§ 230.429 of this chapter), check the appropriate box in the Fee Table and provide the following information outside the fee table: The file number(s) of the earlier VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 effective registration statement(s), and the amount or maximum aggregate offering price of unsold securities registered on the earlier registration statement(s) that may be offered and sold using the combined prospectus. 10. If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary to clarify the information presented in the Fee Table, including references to General Instructions II.G. through II.I. of this Form and the provisions of Rule 457 (§ 230.457 of this chapter) relied upon. 11. Disclosure provided in response to these instructions must immediately follow the Fee Table. If it is proposed that this filing become effective pursuant to Rule 467(b), the following legend shall appear on the cover page of this Form: ‘‘The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registration statement shall become effective as provided in Rule 467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine.’’ General Instructions * * * * II. Application of General Rules and Regulations * * * * * G. At the time of filing this registration statement, the Registrant shall pay to the Commission in accordance with the instructions to this Form and Rule 111 under the Securities Act a fee in U.S. dollars in the amount prescribed by Section 6 of the Securities Act. The amount of securities to be registered on this Form need not exceed the amount to be offered in the United States as part of the offering. The filing fee shall be computed in accordance with Rule 457 except that Rule 457(f) shall not apply. * * * * * Part II—Information Not Required To Be Delivered to Offerees or Purchasers * * * * (102) through (106) [Reserved]. (107) A General Interactive Data File (as defined in § 232.11 of this chapter) presented in the manner provided by the EDGAR Filer Manual. * * * * * PO 00000 Frm 00041 Fmt 4701 Sfmt 4702 Part 240—General Rules and Regulations, Securities Exchange Act of 1934 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. 26. Revise § 240.0–9 to read as follows: ■ § 240.0–9 Payment of filing fees. All payment of filing fees shall be made by wire transfer, or via the Automated Clearing House Network. Payment of filing fees required by this section shall be made in accordance with the directions set forth in § 202.3a of this chapter. ■ 27. Amend § 240.0–11 by revising paragraphs (a)(2), (b) introductory text, (c)(1) introductory text, (c)(2) introductory text, and (d) to read as follows: § 240.0–11 Filing fees for certain acquisitions, dispositions and similar transactions. * * 71619 (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 E:\FR\FM\27DEP2.SGM 27DEP2 71620 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 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. ■ 28. Amend § 240.13e–1 by: ■ a. Adding paragraph (a)(7); ■ b. Revising paragraph (b); ■ c. Redesignating paragraph (c) as paragraph (d); and ■ d. Adding a new paragraph (c). The additions and revisions read as follows: § 240.13e–1 Purchase of securities by the issuer during a third-party tender offer. * * * * * (a) * * * (7) The title of each class of securities to which the transaction applies, transaction value, fee rate, amount of filing fee and, as applicable, reliance on § 240.0–11(a)(2) in the tabular form indicated. CALCULATION OF FILING FEE (i) Title of each class of securities to which transaction applies (ii) Transaction valuation Instructions to paragraph (a)(7). 1. State the amount of the transaction valuation on which the filing fee is calculated and explain how the transaction valuation was determined. 2. When filing an amendment that increases the transaction valuation, disclose the previous transaction valuation. 3. If relying on Rule 0–11(a)(2) under the Exchange Act (§ 240.0–11(a)(2) of this chapter) to offset some or all of the filing fee due on this statement by amounts paid in connection with earlier filings relating to the same transaction, check the box in the Fee Table and provide the following information: i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The type of filing or form type, file number, and initial filing date of the earlier registration statement or (iii) Fee rate (iv) Amount of filing fee 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 (§ 240.0–11(a)(2) of this chapter) relied upon. 5. Disclosure provided in response to these instructions must immediately follow the Fee Table. (b) Pays the fee required by § 240.0– 11 when it files the initial statement and any amendment with respect to which an additional fee is due. (v) Reliance on Rule 0–11(a)(2) b (c) Submits to the Commission a General Interactive Data File (as defined in § 232.11) in the manner provided by the EDGAR Filer Manual. The General Interactive Data File must be submitted with the statement filed pursuant to paragraph (a) of this rule. * * * * * ■ 29. Amend § 240.13e-100 by: ■ a. Revising the text between ‘‘Calculation of Filing Fee’’ and the heading ‘‘General Instructions’’; and ■ b. Revising paragraph B of the General Instructions. The revisions read as follows: § 240.13e–100 Schedule 13E–3, Transaction statement under section 13(e) of the Securities Exchange Act of 1934 and Rule 13e–3 (§ 240.13e–3) thereunder. * * * * * jbell on DSKJLSW7X2PROD with PROPOSALS2 CALCULATION OF FILING FEE Title of each class of securities to which transaction applies Transaction valuation Instructions to the ‘‘Calculation of Filing Fee’’ Table (‘‘Fee Table’’): Instruction 1 to the Fee Table. State the VerDate Sep<11>2014 21:52 Dec 26, 2019 Jkt 250001 Amount of filing fee Fee rate amount of the transaction valuation on which the filing fee is calculated and PO 00000 Frm 00042 Fmt 4701 Sfmt 4702 Reliance on Rule 0–11(a)(2) b explain how the transaction valuation was determined. E:\FR\FM\27DEP2.SGM 27DEP2 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules Instruction 2 to the Fee Table. When filing an amendment that increases the transaction valuation, disclose the previous transaction valuation. Instruction 3 to the Fee Table. If relying on Rule 0–11(a)(2) under the Exchange Act (§ 240.0–11(a)(2) of this chapter) to offset some or all of the filing fee due on this transaction statement by amounts paid in connection with earlier filings relating to the same transaction, check the box in the Fee Table and provide the following information: i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The type of filing or form type, file number, and initial filing date of the earlier registration statement or Exchange Act filing with which the earlier fee was paid; and iii. If claiming an offset from an earlier Securities Act registration statement, a detailed explanation of the basis for the claimed offset. Instruction 4 to the Fee Table. If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary to clarify the information presented in the Fee Table, including references to the provisions of Rule 0– 11 under the Exchange Act (§ 240.0–11 of this chapter) relied upon. Instruction 5 to the Fee Table. Disclosure provided in response to these instructions must immediately follow the Fee Table. General Instructions: * * * * * B. This filing must be accompanied by a fee payable to the Commission as required by § 240.0–11(b). A General Interactive Data File (as defined in § 232.11) is required to be submitted in 71621 the manner provided by the EDGAR Filer Manual. The General Interactive Data File must be submitted with this filing. * * * * * ■ 30. Amend § 240.13e–102 by: ■ a. Revising the text between ‘‘(Date tender offer first published, sent or given to securityholders)’’ and ‘‘General Instructions’’; and ■ b. Revising paragraph A.(1) under ‘‘II. Filing Instructions and Fees’’. The revisions read as follows: § 240.13e–102 Schedule 13E–4F. Tender offer statement pursuant to section 13(e)(1) of the Securities Exchange Act of 1934 and § 240.13e–4 thereunder. * * * * * (Date tender offer first published, sent or given to securityholders) CALCULATION OF FILING FEE jbell on DSKJLSW7X2PROD with PROPOSALS2 Title of each class of securities to which transaction applies Transaction valuation Instructions to the ‘‘Calculation of Filing Fee’’ Table (‘‘Fee Table’’): 1. State the amount of the transaction valuation on which the filing fee is calculated and explain how the transaction valuation was determined. 2. When filing an amendment that increases the transaction valuation, disclose the previous transaction valuation. 3. If relying on Rule 0–11(a)(2) under the Exchange Act (§ 240.0–11(a)(2) of this chapter) to offset some or all of the filing fee due on this 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. VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 Amount of filing fee Fee rate 4. See General Instruction II. C. of this Schedule for additional rules governing the calculation of the filing fee. 5. If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary to clarify the information presented in the Fee Table, including references to the provisions of Rule 0–11 under the Exchange Act (§ 240.0–11 of this chapter) relied upon. 6. Disclosure provided in response to these instructions must immediately follow the Fee Table. General Instructions * * * * * II. Filing Instructions and Fees A.(1) The issuer must file this Schedule and any amendment to the Schedule (see Part I, Item 1.(b)), including all exhibits and other documents filed as part of the Schedule or amendment, in electronic format via the Commission’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR rules set forth in Regulation S– T (17 CFR part 232). A General Interactive Data File (as defined in § 232.11) is required to be submitted in PO 00000 Frm 00043 Fmt 4701 Sfmt 4702 Reliance on Rule 0–11(a)(2) b the manner provided by the EDGAR Filer Manual. The General Interactive Data File must be submitted with this Schedule. For assistance with technical questions about EDGAR or to request an access code, call the EDGAR Filer Support Office at (202) 551–8900. For assistance with the EDGAR rules, call the Office of EDGAR and Information Analysis at (202) 551–3610. * * * * * ■ 31. Amend § 240.14a–101 by revising the text between ‘‘(Name of Person(s) Filing Proxy Statement, if other than the Registrant)’’ and ‘‘Notes’’ to read as follows: § 14a–101 Schedule 14A. Information required in proxy statement. * * * * * (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): [ [ [ ] ] No fee required Fee paid previously with preliminary materials ] Fee computed on table below per Exchange Act Rules 14a–6(i)(1) and 0–11 E:\FR\FM\27DEP2.SGM 27DEP2 71622 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules CALCULATION OF FILING FEE Title of each class of securities to which transaction applies Aggregate number of securities to which transaction applies Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0–11 Instructions to the ‘‘Calculation of Filing Fee’’ Table (‘‘Fee Table’’): 1. State the amount of the transaction valuation on which the filing fee is calculated and explain how the transaction valuation was determined. 2. When filing an amendment that increases the transaction valuation, disclose the previous transaction valuation. 3. If relying on Rule 0–11(a)(2) under the Exchange Act (§ 240.0–11(a)(2) of this chapter) to offset some or all of the filing fee due on this proxy statement by amounts paid in connection with earlier filings relating to the same transaction, check the box in the Fee Table and provide the following information: i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The type of filing or form type, file number, and initial filing date of the earlier registration statement or Proposed maximum aggregate value of transaction Amount of filing fee Fee rate Exchange Act filing with which the earlier fee was paid; and iii. If claiming an offset from an earlier Securities Act registration statement, a detailed explanation of the basis for the claimed offset. 4. If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary to clarify the information presented in the Fee Table, including references to the provisions of Rule 0–11 under the Exchange Act (§ 240.0–11 of this chapter) relied upon. 5. Disclosure provided in response to these instructions must immediately follow the Fee Table. 6. If filing fee information is required to be provided, a General Interactive Data File (as defined in § 232.11 of this chapter) is required to be submitted to the Commission in the manner provided by the EDGAR Filer Manual. The Reliance on Rule 0–11(a)(2) b General Interactive Data File must be submitted with this schedule. Notes * * * * * 32. Amend § 240.14c–101 by revising the text between ‘‘(Name of Registrant As Specified In Its Charter)’’ and ‘‘Note’’ to read as follows: ■ § 14c–101 Schedule 14C. Information required in information statement * * * * * (Name of Registrant As Specified In Its Charter) Payment of Filing Fee (Check all boxes that apply): [ ] No fee required [ ] Fee paid previously with preliminary materials [ ] Fee computed on table below per Exchange Act Rules 14c–5(g) and 0– 11 CALCULATION OF FILING FEE jbell on DSKJLSW7X2PROD with PROPOSALS2 Title of each class of securities to which transaction applies Aggregate number of securities to which transaction applies Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0–11 Instructions to the ‘‘Calculation of Filing Fee’’ Table (‘‘Fee Table’’): 1. State the amount of the transaction valuation on which the filing fee is calculated and explain how the transaction valuation was determined. 2. When filing an amendment that increases the transaction valuation, disclose the previous transaction valuation. 3. If relying on Rule 0–11(a)(2) under the Exchange Act (§ 240.0–11(a)(2) of this chapter) to offset some or all of the filing fee due on this information statement by amounts paid in connection with earlier filings relating to the same transaction, check the box VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 Proposed maximum aggregate value of transaction 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 PO 00000 Frm 00044 Fmt 4701 Sfmt 4702 Amount of filing fee Fee rate Reliance on Rule 0–11(a)(2) b information presented in the Fee Table, including references to the provisions of Rule 0–11 under the Exchange Act (§ 240.0–11 of this chapter) relied upon. 5. Disclosure provided in response to these instructions must immediately follow the Fee Table. 6. If filing fee information is required to be provided, a General Interactive Data File (as defined in § 232.11 of this chapter) is required to be submitted to the Commission in the manner provided by the EDGAR Filer Manual. The General Interactive Data File must be submitted with this schedule. Note * E:\FR\FM\27DEP2.SGM * * 27DEP2 * * Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules 33. Amend § 240.14d–100 by: a. Revising the ‘‘Calculation of Filing Fee’’ table; and ■ b. Revising the text between the ‘‘Calculation of Filing Fee’’ table and the ■ ■ text ‘‘Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.’’ The revisions read as follows: 71623 § 240.14d–100 Schedule TO. Tender offer statement under section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934. * * * * * CALCULATION OF FILING FEE Title of each class of securities to which transaction applies Transaction valuation Instructions to the ‘‘Calculation of Filing Fee’’ Table (‘‘Fee Table’’): 1. State the amount of the transaction valuation on which the filing fee is calculated and explain how the transaction valuation was determined. 2. When filing an amendment that increases the transaction valuation, disclose the previous transaction valuation. 3. If relying on Rule 0–11(a)(2) under the Exchange Act (§ 240.0–11(a)(2) of this chapter) to offset some or all of the filing fee due on this 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; Amount of filing fee Fee rate ii. The type of filing or form type, file number, and initial filing date of the earlier registration statement or Exchange Act filing with which the earlier fee was paid; and iii. If claiming an offset from an earlier Securities Act registration statement, a detailed explanation of the basis for the claimed offset. 4. If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary to clarify the information presented in the Fee Table, including references to the provisions of Rule 0–11 under the Exchange Act (§ 240.0–11 of this chapter) relied upon. 5. Disclosure provided in response to these instructions must immediately follow the Fee Table. 6. If filing fee information is required to be provided, a General Interactive Reliance on Rule 0–11(a)(2) b Data File (as defined in § 232.11 of this chapter) is required to be submitted to the Commission in the manner provided by the EDGAR Filer Manual. The General Interactive Data File must be submitted with this schedule. Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. * * * * * ■ 34. Amend § 240.14d-102 by revising the text between ‘‘(Date tender offer first published, sent or given to securityholders)’’ and ‘‘General Instructions’’ to read as follows: § 14d–102 Schedule 14D–1F. Tender offer statement pursuant to rule 14d–1(b) under the Securities Exchange Act of 1934. * * * * * CALCULATION OF FILING FEE jbell on DSKJLSW7X2PROD with PROPOSALS2 Title of each class of securities to which transaction applies Transaction valuation Instructions to the ‘‘Calculation of Filing Fee’’ Table (‘‘Fee Table’’): 1. State the amount of the transaction valuation on which the filing fee is calculated and explain how the transaction valuation was determined. See General Instruction II.C regarding the calculation of the filing fee. 2. When filing an amendment that increases the transaction valuation, disclose the previous transaction valuation. See General Instruction II.D regarding increases in aggregate consideration offered and filing fees. 3. If relying on Rule 0–11(a)(2) under the Exchange Act (§ 240.0–11(a)(2) of this chapter) to offset some or all of the filing fee due on this transaction statement by amounts paid in connection with earlier filings relating to the same transaction, check the box in the Fee Table and provide the following information: VerDate Sep<11>2014 21:00 Dec 26, 2019 Jkt 250001 Amount of filing fee Fee rate i. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; ii. The type of filing or form type, file number, and initial filing date of the earlier registration statement or Exchange Act filing with which the earlier fee was paid; and iii. If claiming an offset from an earlier Securities Act registration statement, a detailed explanation of the basis for the claimed offset. 4. If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary to clarify the information presented in the Fee Table, including references to the provisions of Rule 0–11 under the Exchange Act (§ 240.0–11 of this chapter) relied upon. 5. Disclosure provided in response to these instructions must immediately follow the Fee Table. PO 00000 Frm 00045 Fmt 4701 Sfmt 4702 Reliance on Rule 0–11(a)(2) b 6. A General Interactive Data File (as defined in § 232.11 of this chapter) is required to be submitted to the Commission in the manner provided by the EDGAR Filer Manual. The General Interactive Data File must be submitted with this Schedule. General Instructions * * * * * PART 270—RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940 35. The general authority citation for part 270 continues to read as follows: ■ Authority: 15 U.S.C. 80a–1 et seq., 80a– 34(d), 80a–37, 80a–39, and Pub. L. 111–203, sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted. 36. Revise § 270.0–8 to read as follows: ■ E:\FR\FM\27DEP2.SGM 27DEP2 71624 § 270.0–8 Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Proposed Rules Payment of fees. All payment of fees shall be made by wire transfer, or via the Automated Clearing House Network. Payment of fees required by this section shall be made in accordance with the directions set forth in § 202.3a of this chapter. PART 274—FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940 37. The authority citation for part 274 is revised to read, in part, as follows: ■ Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 78n, 78o(d), 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. 38. Amend Form N–2 (referenced in §§ 239.14 and 274.11a–1) by: ■ a. Revising the ‘‘Calculation of Registration Fee Under the Securities Act of 1933’’ table; and ■ b. Revising General Instruction H. The revisions read as follows: ■ Note: The text of Form N–2 does not, and this amendment will not, appear in the Code of Federal Regulations. * * * * * CALCULATIONS OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933 Title of securities being registered * * * * Proposed maximum offering price per unit Amount being registered * 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 Proposed maximum aggregate offering price 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 posteffective amendment that contains the related information becomes effective. b. The Interactive Data File must be submitted in accordance with the Amount of registration fee Fee rate specifications in the EDGAR Filer Manual. * * * * * ■ 39. Amend Form N–5 (referenced in §§ 239.24 and 274.5) by: ■ a. Revising the ‘‘Calculation of Registration Fee Under the Securities Act of 1933’’ table; and ■ b. Adding General Instruction H. The revisions and additions read as follows: Note: The text of Form N–5 does not, and this amendment will not, appear in the Code of Federal Regulations. * * * * * CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933 Title of securities being registered * * * * * jbell on DSKJLSW7X2PROD with PROPOSALS2 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 VerDate Sep<11>2014 Proposed maximum offering price per unit Amount being registered 21:00 Dec 26, 2019 Jkt 250001 Proposed maximum aggregate offering price the registration statement or posteffective 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. * * * * * ■ 40. Amend Form 24F–2 (referenced in § 274.24 of this chapter) by revising Item 9 to read as follows: Note: The text of Form 24F–2 does not, and this amendment will not, appear in the Code of Federal Regulations. 9. Date the registration fee and any interest payment was sent to the Commission: Method of Delivery: b b * Wire Transfer ACH * * * PO 00000 * * Frm 00046 * Fmt 4701 [FR Doc. 2019–23594 Filed 12–26–19; 8:45 am] * Sfmt 9990 * By the Commission. Dated: October 24, 2019. Vanessa A. Countryman, Secretary. BILLING CODE 8011–01–P * Amount of registration fee Fee rate E:\FR\FM\27DEP2.SGM 27DEP2

Agencies

[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

[[Page 71580]]


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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)
----------------------------------------------------------------------------------------------------------------
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'').

[[Page 71581]]

 
                                   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.
----------------------------------------------------------------------------------------------------------------
\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

[[Page 71582]]

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).
---------------------------------------------------------------------------

     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

[[Page 71583]]

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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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,
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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)].
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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).
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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):
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

     Form F-10; \59\
---------------------------------------------------------------------------

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

     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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

     Statements under Rule 13e-1; \61\
---------------------------------------------------------------------------

    \61\ See proposed paragraph (c) to Rule 13e-1.
---------------------------------------------------------------------------

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

    \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.
---------------------------------------------------------------------------

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

    \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.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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].'').
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \83\ See supra Section I.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \84\ See General Instruction C.3.(g) to Form N-1A; Rule 405 of 
Regulation S-T.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    \126\ See supra note 92 and accompanying and following text.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    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:
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    \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.
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    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\
---------------------------------------------------------------------------

    \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\
---------------------------------------------------------------------------

    \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\
---------------------------------------------------------------------------

    \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