Conformed to Federal Register Version

Agency decision

Ask Donna

What actually matters in this document.

Text

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 202, 229, 230, 232, 239, 240, 270, and 274

[Release Nos. 33-10997; 34-93285; IC-34396; File No. S7-20-19]

RIN 3235-AL96

Filing Fee Disclosure and Payment Methods Modernization

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

SUMMARY: We are adopting amendments that will modernize filing fee disclosure and

payment methods. We are amending most fee-bearing forms, schedules, statements, and

related rules to require each filing fee table and accompanying disclosure to include all

required information for fee calculation in a structured format. The amendments will add

options for fee payment via Automated Clearing House (“ACH”) and debit and credit cards,

and eliminate options for fee payment via paper checks and money orders. The amendments

are intended to improve filing fee preparation and payment processing by facilitating both

enhanced validation through filing fee structuring and lower-cost, easily routable payments

through the ACH and debit and credit card payment options. Finally, the Commission is

adopting other amendments to enhance the efficiency of the fee process.

DATES: Effective dates: The final rules are effective on January 31, 2022, except for

amendments to 17 CFR 202.3a, 17 CFR 230.111, 17 CFR 240.0-9, and 17 CFR 270.0-8,

which are effective on May 31, 2022.

Compliance dates: See Section II.A.6 for further information on transitioning to the final

rules.

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; Amanda Hollander Wagner, Branch Chief, or

Amy Miller, Senior Counsel, Division of Investment Management, at (202) 551-6792; or R.

Michael Willis, Associate Director, Office of Data Science and Innovation, Division of

Economic and Risk Analysis, at (202) 551-6600.

SUPPLEMENTARY INFORMATION:

We are adopting amendments to:

CFR Citation

(17 CFR)

Commission Reference

Informal and other Procedures

Regulation S-K

Regulation S-T

Securities Act of 19331

(“Securities Act”)

Securities Exchange Act of 19342

(“Exchange Act”)

Investment Company Act of 19403

(“Investment Company Act”)

Securities Act and

Investment Company Act

Rule 3a

Item 601

Rule 13

Rule 405

Rule 408

§ 202.3a

§ 229.601

§ 232.13

§ 232.405

§ 232.408

Rule 111

Rule 415

Rule 424

Rule 456

Rule 457

Rule 473

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

Form SF-1

Form SF-3

§ 230.111

§ 230.415

§ 230.424

§ 230.456

§ 230.457

§ 230.473

§ 239.11

§ 239.13

§ 239.16b

§ 239.18

§ 239.23

§ 239.25

§ 239.31

§ 239.33

§ 239.34

§ 239.40

§ 239.44

§ 239.45

Rule 0-9

Rule 0-11

§ 240.0-9

§ 240.0-11

Rule 13e-1

§ 240.13e-1

Schedule 13E-3

§ 240.13e-100

Schedule 13E-4F

§ 240.13e-102

Schedule 14A

§ 240.14a-101

Schedule 14C

§ 240.14c-101

Schedule TO

§ 240.14d-100

Schedule 14D-1F

§ 240.14d-102

Rule 0-8

§ 270.0-8

Form 24F-2

§ 274.24

§§ 239.14 and

274.11a-1

Form N-2

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

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

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

TABLE OF CONTENTS

INTRODUCTION AND BACKGROUND

FINAL AMENDMENTS

Fee-Bearing Form Content and Structuring

1. Overview of the Amendments

2. Affected Forms

3. Content and Location of Filing Fee Information

4. Structuring of Filing Fee-Related Information

5. Scope of Proposed Amendments

6. Transition Period

Fee Payment Process

1. Proposed Amendments

2. Comments on the Proposed Amendments

3. Final Amendments

Fee Offset Amendment

1. Proposed Amendment

2. Comments on the Proposed Amendment

3. Final Amendment

Technical and Other Clarifying Amendments

1. Proposed Amendments

2. Comments on the Proposed Amendments

3. Final Amendments

III.

OTHER MATTERS

IV.

ECONOMIC ANALYSIS

Economic Baseline

Economic Impacts, Including Effects on Efficiency, Competition, and Capital

Formation

1. Structuring Filing Fee-Related Information

2. Updating Payment Options

3. Fee Offset Amendments

4. Anticipated Effects on Efficiency, Competition, and Capital Formation

Reasonable Alternatives

PAPERWORK REDUCTION ACT

Background

Summary of Comment Letters and the Amendments’ Effects on the Collections

of Information

Incremental and Aggregate Burden and Cost Estimates for the Amendments

VI.

FINAL REGULATORY FLEXIBILITY ACT ANALYSIS

Need for, and Objectives of, the Final Amendments

Significant Issues Raised by Public Comment

Small Entities Subject to the Final Amendments

Projected Reporting, Recordkeeping, and Other Compliance Requirements

Agency Action to Minimize Effect on Small Entities

VII. STATUTORY AUTHORITY

Text of Final Rule and Form Amendments

II.

INTRODUCTION AND BACKGROUND

On October 24, 2019, the Commission proposed amendments to modernize filing fee

disclosure and payment methods. 1 Specifically, the Commission proposed to amend most feebearing forms, schedules, statements, and related rules to require each filing fee table and

accompanying disclosure to include all required information for filing fee calculation in a

structured format. The Commission also proposed to add an option for filing fee payment via

ACH and eliminate the options for filing fee payment via paper checks and money orders. The

proposed amendments were intended to improve filing fee preparation and payment processing

by facilitating both enhanced validation through filing fee structuring and lower-cost, easily

routable payments through the ACH payment option. Finally, the Commission proposed other

amendments to enhance the efficiency of the filing fee process. 2

Commenters generally supported the proposed structuring and payment option

amendments but some had related observations and suggestions. 3 After reviewing and

See Filing Fee Disclosure and Payment Methods Modernization, Release No. 33-10720 (Oct. 24, 2019) [84 FR

71580 (Dec. 27, 2019)] (“Proposing Release”).

The Commission assesses filing fees pursuant to Section 6(b) of the Securities Act [15 U.S.C. 77f(a)(b)] and

Sections 13(e) and 14(g) of the Exchange Act [15 U.S.C 78m(e) and 78n(g)]. The filing 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 (“funds”), with

fees assessed on an annual basis for open-end funds and unit investment trusts (“UITs”). Pursuant to Section

24(f)(2) of the Investment Company Act [15 U.S.C. 80a-24(f)(2)], open-end funds and UITs must file information

about the computation of these registration fees and other information on Form 24F-2. Effective August 1, 2021,

registered closed-end funds that operate as “interval funds” are also required to file registration fee information on

Form 24F-2, and as of February 1, 2022, all Form 24F-2 filers (interval funds, as well as open-end funds and UITs)

will be required to submit Form 24F-2 to the Commission in a structured eXtensible Markup Language (“XML”)

format. See Securities Offering Reform for Closed-End Investment Companies, Investment Company Act Release

No. 33-10771 (Apr. 8, 2020) [85 FR 33290 (June 1, 2020)] (“Closed-End Fund Offering Reform Adopting

Release”). An “interval fund” is a type of registered closed-end fund or business development company (“BDC”)

that makes periodic repurchase offers pursuant to Investment Company Act Rule 23c-3.

Additionally, registered closed-end funds and BDCs that are not interval funds, as well as small business investment

companies (“SBICs”) that register securities under the Securities Act, generally must pay registration fees at the

time of filing a registration statement. See Section 6(b)(1) of the Securities Act; see also Closed-End Fund Offering

Reform Adopting Release, supra note 2, at 73, n.198. SBICs are privately-owned and -managed investment

companies that are licensed and regulated by the Small Business Administration (“SBA”).

One commenter also supported the proposed centralization of filing fee information. Commenters did not address

considering the public comments and recommendations, we are adopting the amendments largely

as proposed. As we discuss further below, in certain cases we are adopting the proposed rules

with modifications that are intended to address comments received or otherwise improve upon

the proposals.

The current methods by which filers and the Commission staff process and validate

EDGAR 4 filing fee information within the filing are highly manual and labor-intensive. 5 Filingfee related information is generally not machine-readable and the underlying components used

for the calculation are not always required to be reported. 6 Filing fee calculation can be difficult

and result in errors when transactions are complex or a filer is engaged in a number of

transactions or attempts to use previously paid filing fees to offset the amount due or carry

forward previously registered securities to a new registration statement. Other errors can occur

because the filer must manually enter certain data elements relevant to the filing fee calculation

in the body of the filing and, during the course of preparing the filing for EDGAR submission,

the filing’s “header.” 7 The filing fee-related data is thus present in the EDGAR header, the body

of the document being filed, or both. The manual process of entering the same data elements in

more than one place increases the possibility of filer errors, such as re-keying errors or errors

the other proposed amendments. Comment letters related to the Proposing Release are available at

https://www.sec.gov/comments/s7-20-19/s72019.htm.

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

system.

Validation is the process of checking for conformance with certain requirements. Under the final rules, once filers

structure their filing fee information, we expect the EDGAR system to automatically validate a filing fee based on

the number of shares registered and maximum offering price per share by multiplying those amounts by each other

and the applicable filing fee rate.

For example, as further discussed below, in connection with a business combination, filing 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 filing fee calculation. See infra note 30.

Filings are submitted on EDGAR through the EDGARLink Online tool that is made available by the Commission

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.

where information is modified in one location but not the other. Correcting errors or reconciling

inconsistencies in filing fee calculations can increase burdens on both the filer and the

Commission staff.

Currently, the Commission staff conducts a manual review of the filing fee information

for every fee-bearing filing that is filed with the Commission. When there are discrepancies

between filing fee information appearing in the header and in the filing 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. We expect the final amendments will make the filing 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. We also expect that improvements in the

payment validation process made possible by the tagging of the filing fee table and

accompanying information with pre-submission validation by the filer will provide more

certainty to registrants that the proper filing fee has been calculated and paid.

We are amending most fee-bearing forms, schedules and statements 8 to provide that each

filing’s calculation of filing fee tables, together with related explanatory notes to the filing fee

tables, include all required information for filing fee calculation in a structured format using

Inline eXtensible Business Reporting Language (“XBRL”). 9 Presenting filing fee-related

information in a structured format will enable:

•

Efficient automated access to and processing of, information relevant to filing fee

calculation; and

•

Eliminating both the need to enter duplicate filing fee information in the header and

the possibility of inconsistent filing fee information between the header and the body

See Section II.A.5 regarding the fee-bearing forms we are amending and those we are not amending.

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).

of the filing. 10

These amendments will improve the filing fee preparation, disclosure, validation, assessment,

and collection processes.

We also are adding options for filing fee payment via ACH and debit and credit cards,

which offer more efficient and accurate filing fee payment processing than checks and money

orders through standardized filing fee payment identification fields, and eliminating the options

for filing fee payment via paper checks and money orders. These amendments will modernize

filing fee payment methods and increase efficiency in processing filing fee payments.

II. FINAL AMENDMENTS

Fee-Bearing Form Content and Structuring

Overview of the Amendments

The Commission proposed to require filers to include all required information for filing

fee calculation in a structured format. 11 In this regard, the Commission observed that the

preparation, disclosure, validation, assessment, and collection process would be more effectively

automated by facilitating access to and processing of a broad range of filing fee calculationrelated information, saving filers and the Commission resources by reducing the need to

manually access the relevant data or confirm it with filers. 12

The elimination of duplicate entries of information in the header and body of the filing will not be immediate. It

will occur over time as filers become subject to the requirement to present filing fee-related information in a

structured format and we program EDGAR accordingly.

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.

As part of submitting the filing, the EDGARLink Online program requires filers to manually enter a limited

number of basic filing fee calculation components such as amount being registered, proposed maximum offering

price per unit or in the aggregate and, where applicable, offset amount, which become part of the filing’s header.

EDGARLink Online then performs a filing fee rate calculation based on that information. EDGAR’s filing fee

applications will perform similar calculations using the filing fee-related information that we are requiring to be

tagged in Inline XBRL. Eventually, this structured information may be used in these filing fee applications to

confirm that a claimed filing fee offset is available based on the amount of remaining unsold securities registered on

a prior filing.

The Commission proposed to require the use of Inline XBRL for the structured data. 13

The Commission noted that 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.

We are adopting the filing fee-bearing form content and structuring amendments

substantially as proposed with the following principal modifications:

•

To streamline the presentation of filing fee-related information and potentially

facilitate any future changes in the structuring technology applied to it, the

amendments move the filing fee-related information to a separate exhibit document

(“filing fee exhibit”) rather than requiring it on the filing’s cover page as proposed

and make related conforming changes;

•

To facilitate filing fee determination, information presentation, capacity tracking, and

structuring and EDGAR validation, the final rules will require more detailed tabular

disclosure of certain information that, under the proposal, registrants would have

presented in narrative format or in the header information for a filing. The final rules

will include tabular disclosure of any fee offsets claimed by the registrant and tabular

In 2009, the Commission adopted rules requiring operating company financial statements and mutual fund

risk/return summaries to be submitted in XBRL 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 by requiring, on a phased-in basis, operating company

and mutual fund filers to submit this information using Inline XBRL, 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”).

Last year, the Commission adopted structured data reporting requirements for variable annuity and variable life

insurance contracts, registered closed-end funds, and BDCs. See Updated Disclosure Requirements and Summary

Prospectus for Variable Annuity and Variable Life Insurance Contracts, Investment Company Act Release No.

33814 (Mar. 11, 2020) [85 FR 25964 (May 1, 2020)] (“Variable Contract Summary Prospectus Adopting Release”)

(requiring variable contracts to use Inline XBRL to submit certain required prospectus disclosures); Closed-End

Fund Offering Reform Adopting Release, supra note 2 (requiring BDCs to submit financial statement information,

and registered closed-end funds and BDCs to tag registration statement cover page information and specified

prospectus disclosures using Inline XBRL).

disclosure if the registrant is filing a single prospectus that relates to two or more

registration statements;

•

To take into account recent amendments made to Rule 424 and Forms S-1, S-3, F-1

and F-3 that enable certain issuers of exchange-traded vehicle securities to register an

indeterminate amount of those securities and pay filing fees on an annual net basis, 14

revise these and, as appropriate, other provisions to conform to the other filing fee

disclosure and payment methods amendments;

•

To facilitate filing fee determination, information presentation, and capacity tracking,

revise Forms SF-1 and SF-3 to conform their filing fee content and presentation

requirements, as applicable, to those of other fee-bearing forms we are amending and

permit (but not require) filers to submit the filing fee-related information in Inline

XBRL; and

•

For consistency with our proposed approach regarding certain Securities Act forms

that require filing fee disclosures, but which are filed relatively infrequently by

issuers that may not otherwise be subject to Commission structuring requirements, we

are not adopting the proposed content or structuring amendments for Form N-5.

The specific proposed and final form, schedule and related changes, along with our

consideration of public comments, are discussed in detail below.

Affected Forms

Proposed Amendments

The Commission proposed to amend Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, and F-

See Closed-End Fund Offering Reform Adopting Release, supra note 2.

10 under the Securities Act 15 and Schedules 13E-3, 16 13E-4F, 17 14A, 18 14C, 19 TO, 20 and 14D1F 21 under the Exchange Act (collectively, the “Affected Securities Act and Exchange Act

Forms and Schedules”) and Exchange Act Rule 13e-1 22 to require disclosure, and structuring of

all information necessary to calculate the filing fee. The Commission also proposed to amend

Forms N-2, 23 N-5, 24 and N-14 25 to require filers to submit their filing fee information in a

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.

Section 240.13e-3 (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.

Schedule 13E-4F may be filed instead of Schedule TO in order to comply with § 240.13e-4 (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.

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 Exchange Act Rules 14a-3 and 14a-6.

Schedule 14C is required to be filed by issuers to comply with §§ 240.14c-2 and 240.14c-5 (Exchange Act Rules

14c-2 and 14c-5) 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.

Schedule TO is required to be filed by Exchange Act Rule 13e-4 and § 240.14d-3 (Exchange Act Rule 14d-3) in

connection with a tender offer for a class of an issuer’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).

Schedule 14D-1F can be used to satisfy requirements otherwise applicable under Regulations 14D and 14E

pursuant to § 240.14d-1(b) (Exchange Act Rule 14d-1(b)) with respect to specified Canadian operating company

tender offer subjects.

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 filing fee.

Form N-2 is used by closed-end management investment companies to register under the Investment Company

Act and to offer their shares under the Securities Act. Form N-2 is also used by BDCs to offer their shares under the

Securities Act. A BDC is a type of closed-end fund that does not register under the Investment Company Act, but

elects 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.

Form N-5 is used by SBICs to register under the Investment Company Act and to offer their shares under the

Securities Act.

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, under the Securities Act. See General Instruction A to Form

N-14 for a list of the transactions for which the securities to be issued must be registered on Form N-14.

structured data format. Specifically, the Commission proposed to require filers to structure the

filing fee-related information in the Affected Securities Act and Exchange Act Forms and

Schedules and Forms N-2, N-5, and N-14 in Inline XBRL.

Comments on the Proposed Amendments

As further discussed below, 26 one commenter addressed the scope of fee-bearing

documents the Commission proposed to revise. 27 The commenter stated that the Commission

should structure all fee-bearing documents’ filing fee information to enable consistency of

preparation and usage.

Final Amendments

We are adopting the amendments substantially as proposed but with several

modifications. Consistent with the proposal, we are amending the Affected Securities Act and

Exchange Act Forms and Schedules, Rule 13e-1, and Forms N-2 and N-14 to require disclosure

and structuring of all information necessary to calculate the filing fee. In a change from the

proposal, we are extending the content and location amendments, but not the structuring

amendments, to Forms SF-1 and SF-3. 28 In another change, for reasons similar to those for not

applying the amended filing fee disclosure and new structured data requirements to certain other

Securities Act forms, we are not adopting the proposed amendments to Form N-5. 29 We further

discuss this modification and the comment regarding the scope of the fee-bearing document

amendments in Section II.A.5.

See Section II.A.5 regarding the scope of the filing fee bearing document proposed and final amendments.

See letter from XBRL US (Feb. 25, 2020) (“XBRL US”). The commenter states that its members “include

accounting firms, public companies, software, data and service providers, as well as other nonprofits and standards

organizations.”

We are, however, permitting filers of Forms SF-1 and SF-3 to submit filing fee-related information in Inline

XBRL. See Section II.A.5 and Item 601(b)(107) of Regulation S-K, as adopted.

See Section II.A.5 regarding the scope of the fee bearing document proposed and final amendments.

Content and Location of Filing Fee Information

Proposed Amendments

Currently, filing fee-related information is presented primarily on the cover page of feebearing 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 filing fee and, as a result, the Commission staff may need to

contact the filer for more information. 30 The Commission proposed to require the cover page of

fee-bearing filings to include all of the information necessary to calculate the filing fee, 31 which

would expedite staff review of filing 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. As more fully described in the Proposing Release, the proposed amendments

would further these objectives by:

•

Revising and adding filing fee tables;

•

Adding, clarifying and otherwise revising instructions regarding filing fee table

presentation, calculations and related disclosure content and presentation;

•

Revising Rule 424(g) 32 regarding the completeness and location of filing fee-related

As previously noted, EDGARLink Online requires filers to manually enter basic filing fee calculation components

and then performs a filing fee rate calculation on that basis. The basic filing 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 filing fee to be based on, as applicable, (1) the

market value of the securities to be received by the registrant or cancelled 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, for example, Form S4, commonly used to register business combination transactions, expressly requires filing 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 filing fee.

For Rule 424, however, the Commission proposed to permit this filing fee-related information to appear together

anywhere within a filing made pursuant to the rule.

Rule 424 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

information in specified forms of prospectus; 33

•

Revising the instructions to Forms S-3 34 and F-3 35 to provide that:

o Information specified by the proposed term “General Interactive Data File,”

described below, must appear in a prospectus filed under Rule 424(b) or posteffective amendment rather than a periodic report that is incorporated by

reference into the registration statement to avoid extending the filing fee

structured information requirements to periodic and current reports; 36

o Each post-effective amendment or final prospectus filed pursuant to Rule

424(b) to provide required information about a specific transaction must

include the maximum aggregate amount or maximum aggregate offering price

of the securities to which the post-effective amendment or prospectus relates

and each such prospectus must indicate that it is a final prospectus for the

related offering to assist in calculation of the amount of securities sold;

include on its cover page the calculation of filing fee table reflecting the payment of those fees. Rule 456(b), in turn,

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).

Proposed instructions to each filing fee table required by Rule 424(g) could have required the filer to disclose

explanatory information to accompany the filing fee table, such as cash paid or received by a registrant in

connection with a business combination transaction that is relevant to filing fee calculation. As a result, the

Commission proposed to revise Rule 424(g) to require the filing to include the filing fee table and information

required by the form instructions to the filing fee table, and to require all of this information in a structured format.

This proposed requirement could have caused 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, the Commission also

proposed to revise Rule 424(g) to permit the filing fee-related information to appear anywhere within the prospectus

as long as it appears together.

General Instruction II.F of Form S-3.

General Instruction II.G of Form F-3.

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.

•

Revising the instructions to Forms S-4 37 and F-4 38 to provide that:

o 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;

o 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 proposed instructions related to reliance on Securities Act Rule

415(a)(6), 39 § 230.429 (Securities Act Rule 429), 40 and Securities Act Rules 457(b) 41

and 457(p), 42 and Exchange Act Rule 0-11(a)(2) 43 to require disclosure related to,

General Instruction H of Form S-4. We also proposed 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.”

General Instruction F of Form F-4.

Rule 415(a)(6) provides, in general, that under specified circumstances an issuer may include on a new

registration statement (i.e., carry forward) 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. Any filing fee paid in connection with such unsold securities will continue to be applied

to such unsold securities on the new registration statement.

Rule 429 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 provides that where a registrant does so,

the registration statement containing the combined prospectus shall act, upon effectiveness, as 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.

Rule 457(b) relates to crediting filing fees paid under one filing fee provision against those due under another

filing fee provision for the same transaction.

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.

Rule 0-11(a)(2) also relates to crediting filing fees paid under one filing fee provision against those due under

among other things, prior filing identification, unsold securities, maximum aggregate

offering amount, and previously paid filing fees, as applicable. The Commission

believed that this information, which was also proposed to be subject to structuring

requirements, would enable filers and the Commission staff to better track permitted

fee offsets and the amount of securities sold for which filing fees have been paid. 44

Comments on the Proposed Amendments

A commenter stated that centralizing the filing fee information would reduce the number

of places the Commission would need to look for the information and as a result, facilitate

automated review and, because the filer would need to enter the information only once, likely

improve the accuracy of the information and its preparation speed. 45 The commenter also stated

that automated review could improve the validity and timeliness of analysis. No commenters

opposed the proposed amendments regarding the content and location of fee information.

Final Amendments

Summary of Amendments

We are adopting the amendments substantially as proposed with modifications to

enhance their operation. Consistent with the Commission’s prior view, we believe that requiring

certain fee-bearing filings to include all of the information necessary to calculate the filing fee,

will expedite staff review of filing fee calculations, provide more certainty to filers that the

another filing fee provision for the same transaction.

Relatedly, Rule 457(p) requires that a filer claiming an offset from a previous registration statement add a note to

the later registration statement’s filing 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 filing 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, the Commission

proposed 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, the Commission

proposed 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.

See letter from XBRL US.

proper filing fee has been paid and reduce burdens on filers that otherwise would need to respond

to staff inquiries. After further consideration, however, we believe that it would be better to

require the filing fee-related information in a separate filing fee exhibit rather than on the cover

page. 46 We believe this approach will streamline presentation of the information and potentially

facilitate future changes in structuring technology that may be applied to it. 47

Specifically, the final amendments, substantially similar to the proposals except where

noted, will make the following changes, as applicable: 48

•

Require filing fee-related information to appear in a filing fee exhibit rather than on

the cover page of each of the Affected Securities Act and Exchange Act Forms and

Schedules, Rule 13e-1, Forms SF-1 and SF-3, 49 and Forms N-2 and N-14.

•

To facilitate filing fee determination, information presentation, capacity tracking, and

structuring and EDGAR validation, add columns to the basic filing fee table for

Rule 424(g) requires that a prospectus filed under Rule 424 include any filing fee-related information on the cover

page. The Commission proposed, however, to amend Rule 424 to permit this filing fee-related information to

appear together anywhere within a filing made pursuant to the rule. As further discussed in Section II.A.3, the

revision we are adopting to Rule 424(g) to require this filing fee-related information in an exhibit to the prospectus,

obviates the need for this proposal.

It may be easier for the Commission to change the structuring technology applicable to a separate exhibit than to a

main document to which one or more other technologies may continue to apply because of the greater simplicity of

having a single format to consider and address.

Some of the final amendments will not affect all of the fee-bearing filings within the scope of this release. For

example, final amendments related to Rule 457(f) will not apply to Form S-8, which is used for employee benefit

plan-related securities offerings, or to Form N-2, because these forms do 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, under the final amendments, consistent with the proposals,

they will all contain some of the same or highly similar filing fee table categories to facilitate comparisons and

structuring. In a change from the proposal, the affected fee-bearing documents under the Exchange Act will not

expressly require tabular disclosure of the title of each class of securities to which the related transaction applies.

Additional tailored disclosure will still be required as applicable. Likewise, amended Forms N-2 and N-14 will also

contain, with some modifications, the same filing fee-related content requirements we are adopting for the Affected

Securities Act and Exchange Act Forms and Schedules.

For the reasons discussed in Section II.A.5 regarding the scope of the amendments, in a change from the proposal,

we are revising the filing fee-related information content and location requirements of Forms SF-1 and SF-3 similar

to the way we are revising the Affected Securities Act and Exchange Act Forms and Schedules, but not subjecting

the filing fee-related information to structuring requirements except at the filer’s option.

registration forms 50 to indicate: the type of security being newly registered or carried

forward; 51 the registration form type, file number, and initial effective date of one or

more previously filed registration statements associated with any unsold securities

that the registrant is carrying forward; fees paid in connection with amendments; and

entries for total offering amounts, the total amount of fee offsets and the total fee due

net of fee offsets and any previously paid amounts;

•

To require most of the filing fee calculation information to be presented in tabular

rather than narrative format, add new tables 52 to provide disclosure regarding any fee

offsets claimed by the registrant that are derived under Rule 457(b) and (p) and Rule

0-11(a)(2) and disclosure related to any reliance on Rule 429 to file a single

prospectus that relates to two or more registration statements;

•

Add a “fee rate” column to the filing fee table of the Affected Securities Act and

Exchange Act Forms and Schedules, as well as to Forms SF-1 and SF-3 and Forms

N-2 and N-14;

•

Revise filing fee tables in Schedules 13E-3 and TO and add filing fee tables to

Schedules 13E-4F, 14A, 14C, and 14D-1F to require filers to present basic filing fee

calculation information in a table, and, in a change from the proposal, information

about any claimed offsets in a separate table; 53

See in the relevant forms, Table 1: Newly Registered and Carry Forward Securities. These columns and related

instructions are being added in a change from the proposal further discussed below.

The instructions to the filing fee tables specify the following security types: asset-backed securities, debt, debt

convertible into equity, equity, exchange-traded vehicle securities; face amount certificates; limited partnership

interests, mortgage-backed securities, non-convertible debt, other, or unallocated (universal) shelf.

See in the relevant forms, Table 2: Fee Offset Claims and Sources, and Table 3: Combined Prospectuses. The

tables are being added in a change from the proposal further discussed below.

As amended, the filing fee tables for Schedules 13E-3, 13E-4F, TO, and 14D-1F will have the column headings

“Transaction Valuation,” “Fee rate,” and “Amount of filing fee” and columns to differentiate between previously

paid fees and fees being paid in connection with the current filing. Also as amended, the filing fee tables for

Schedules 14A and 14C will have similar column headings.

•

Add or clarify instructions regarding filing fee table presentation, calculations and

related disclosure content and presentation 54 in general 55 and, in particular, associated

with Rule 415(a)(6), Rule 429, Rule 457(a), (b), (f), 56 (h), (o), (p), 57 and (u), 58 Rule 011(a)(2), and transaction valuation, as applicable, in regard to the Affected Securities

Act and Exchange Act Forms and Schedules as well as Forms SF-1, SF-3, 59 N-2 and

All of the Affected Securities Act and Exchange Act Forms and Schedules and Forms N-2 and N-14, as amended,

will include a new filing fee table instruction that will require all filing fee-related disclosure required by the filing

fee table instructions, but not included in the filing fee table, to immediately follow the filing fee table to which it

corresponds. See, e.g., Instruction 1.D to the Calculation of Filing Fee Tables in Item 16(c) of Form S-1.

For example, the final amendments will add two instructions to the Securities Act forms and Forms N-2 and N-14

subject to the location and content amendments, as applicable, that address pre-effective amendments. In a change

from the proposal, one will provide that when a registrant increases the amount of securities of any class to be

registered, it must continue to disclose in Table 1 the information it previously disclosed in a separate category to

effectively distinguish the newly added securities. See, e.g., Instruction 2.A.i to the Calculation of Filing Fee Tables

in Item 16(c) of Form S-1 and Instruction 2.A.i to Item 25.2.s of Form N-2. As proposed, the registrant would have

been required to disclose some of that information in narrative format. As further discussed in Section II.C, the

other will provide that when a registrant files a pre-effective amendment to concurrently (i) increase the amount of

securities of one or more registered classes or add one or more new classes of securities; and (ii) decrease the

amount of securities of one or more registered classes, it may, unless it previously relied on Rule 457(o) to calculate

the fee, reflect any such increase and decrease in the filing fee table, 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. See, e.g., Instruction 2.A.iv to the Calculation of

Filing Fee Tables in Item 16(c) of Form S-1 and Instruction 2.A.iv of Item 25.2.s of Form N-2.

We are adopting a modified version of proposed Instruction 1 to the Instructions to the “Calculation of

Registration Fee” Table and Related Disclosure of Forms S-1, S-4, S-11, F-1, F-4, and N-14 to conform it more

closely to Rule 457(f). See, e.g., Instruction 2.A.ii.b to the Calculation of Filing Fee Tables in Item 16(c) of Form S1.

In a change from the proposed filing fee table instructions relating to Rule 457(p), we refer to the filing fee

previously paid for unsold securities under an earlier filed, rather than effective, registration statement to be

consistent with the term used in the rule.

We are adopting modified versions of the proposals related to each of Forms S-1, S-3, F-1 and F-3 to add a new

instruction regarding filing fee-related disclosure in connection with offerings of an indeterminate amount of

exchange-traded vehicle securities, as that term is defined in Securities Act Rule 405 (17 CFR 230.405), and net

deferred filing fee payment. In the Closed-End Fund Offering Reform Adopting Release, the Commission adopted

amendments to, among other things, permit issuers to elect under Securities Act Rule 456(d) to register an offering

of an indeterminate amount of exchange-traded vehicle securities and pay registration fees for the offering on an

annual net basis no later than 90 days after the end of the fiscal year. Concurrently, the Commission adopted

Securities Act Rule 457(u), which sets forth the calculation method for paying registration fees in this manner. At

the same time, the Commission adopted amendments to the fee table notes to Forms S-1, S-3, F-1, and F-3 to require

specified disclosure for an offering made in reliance on Rules 456(d) and 457(u). The additions of Rules 456(d) and

457(u) and the related form text became effective on August 1, 2021. We are including this new form text by

adding Instruction 2.A.ii.d to the Calculation of Filing Fee Tables in Item 16(c) of Form S-1, Item 16(b) of Form S3, Item 8(c) of Form F-1, and Item 9(b) of Form F-3.

Compared to the other fee-bearing documents providing for Rule 457(p)-based filing fee offset claims, Forms SF1 and SF-3 contemplate such claims by a broader range of registrants that were not the registrant under the earlier

N-14, 60 or involving business combination or employee benefit plan filing fee

calculations.

•

Add filing fee tables and calculation disclosure requirements to Exchange Act Rule

13e-1; 61

•

Revise Rule 424(g) so that the form of prospectus that reflects the amount of a payas-you-go registration fee under Rule 456(b) 62 or, in relation to Form SF-3, Rule

456(c), 63 also includes all filing fee information needed for filing fee calculation and

registration statement. New Note 2 to Instructions 3.C.i to the Calculation of Filing Fee Tables in Item 14(b) of

Forms SF-1 and SF-3, respectively, also provide for a claim by an “other registrant eligible to claim a filing fee

offset.” The broader language reflects the Commission’s previous statement that “ABS issuers opting to pay the

required registration fees with each takedown could rely upon Rule 457(p) to apply a portion of the fee associated

with the unsold securities under a previously-filed registration statement as an offset against the filing fee due at the

time of the preliminary prospectus filing by the same depositor or affiliates of the depositor across asset classes.”

See Asset-Backed Securities (“ABS”) Release, infra note90.

All of the Affected Securities Act and Exchange Act Forms and Schedules other than Form F-10, as well as Forms

N-2 and N-14, 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 filing 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 filing fee in connection with an exchange offer or

business combination. From time to time, filings on Form F-10 have raised filing fee issues that are not addressed

by these instructions. In those cases, the staff typically has resolved these issues by applying principles derived

from otherwise applicable provisions of Rule 457. Consistent with that historic approach, the final amendments will

revise General Instruction II.G to make all but paragraph (f) of Rule 457 expressly applicable to filings on Form F10. Consistent with the changes being made to the other Securities Act forms that require specified information

underlying a Rule 457(f) fee calculation, the Commission is adding Instructions 2.A.ii.b and c to the Calculation of

Filing Fee Tables in paragraph (107) to Part II of Form F-10 to require analogous information underlying a filing fee

calculation under General Instructions II.H and II.I, respectively. In a change from the proposal, to further conform

new paragraphs 2.A.ii.b and c to the analogous provisions of the other Securities Act forms and clarify the

information required, we have added to both instructions the requirement that the valuation explanation include the

value per share of the securities that may be received by the registrant or cancelled upon the issuance of securities

registered on the form or the value per share of the equity securities of the predecessor companies held by U.S.

residents being offered the registrant’s securities, as applicable. In addition, the final amendments more closely

conform the language of new paragraphs 2.A.ii.b and c to General Instructions II.H and II.I, respectively.

As adopted, the filing fee tables and related instructions to be added to Rule 13e-1 will be substantially similar to

the filing fee tables and related instructions that will be present in Schedules 13E-3, 13E-4F, TO, and 14D-1F as

amended.

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).

Rule 456(c) permits an ABS issuer that registers ABS on Form SF-3 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(c)(1)(i) and (ii).

not just the currently required registration fee table, and to require all of this

information to be located in a filing fee exhibit rather than, as proposed, on the

prospectus cover page or anywhere else in the filing so long as it is kept together; 64

•

Revise the General Instructions to Forms S-3, 65 F-3, 66 and SF-3 67 to provide that:

o Information specified by each form’s filing fee exhibit requirements or Rule

424(g) related to a specific transaction must appear in a filing fee exhibit to a

post-effective amendment or prospectus filed under Rule 424(b) or (h), 68 as

applicable, rather than a periodic report that is incorporated by reference into

the registration statement; and

o Each post-effective amendment or final prospectus filed pursuant to Rule

424(b) to provide required information about a specific transaction must

include in a filing fee exhibit 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 in

We are adopting a modified version of the proposed revision to Rule 424(g) by adding a reference to Rule 456(c)

consistent with the modification of Form SF-3 to conform its content and presentation requirements to those of

similar forms this adopting release addresses.

We also are revising Rule 456(b) and (c) to conform them to Rule 424(g) as amended. Rule 456(b)(1)(ii) provides

that in connection with a deferred filing fee payment, a filer must place an updated filing fee table in a post-effective

amendment or on the cover page of a prospectus filed under Rule 424(b). Similarly, Rule 456(c)(1)(ii) provides that

in connection with a deferred filing fee payment, a filer must place an updated filing fee table on the cover page of a

prospectus filed under 424(h). As revised, Rule 456(b)(1)(ii) and (c)(1)(ii) will instead require a filer placing the

updated filing fee table in a prospectus to do so in the manner Rule 424(g) specifies.

General Instruction II.F of Form S-3.

General Instruction II.G of Form F-3.

General Instruction II.D of Form SF-3.

A filing fee exhibit to a prospectus will be a part of the prospectus for liability and other purposes just as deferred

fee filing information is today when provided pursuant to Rule 456(b) or (c). The filing fee exhibit to a prospectus,

however, will be required to be submitted as an attachment for EDGAR filing purposes as will be further specified

in the EDGAR Filer Manual.

the exhibit that it is a final prospectus for the related offering to assist in

calculation of the amount of securities being sold;

•

Revise the General Instructions to Form N-2 69 to provide that:

o Funds that register securities under the Securities Act on Form N-2 must

include a filing fee exhibit, except interval funds, which are required to pay

registration fees on Form 24F-2; 70

o Where securities are being registered pursuant to General Instruction A.2,

information specified by Item 25.2.s of Form N-2 or Rule 424(g) related to a

specific transaction must appear in a filing fee exhibit to a post-effective

amendment or prospectus filed under Rule 424(b); 71 and

o Each post-effective amendment or final prospectus filed pursuant to Rule

424(b) to provide required information about a specific transaction must

include in a filing fee exhibit 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 in

the exhibit that it is a final prospectus for the related offering;

•

Revise the General Instruction to Form N-14 72 to provide that funds must include a

filing fee exhibit, except funds that pay registration fees on an annual net basis

pursuant to Rule 24f-2 under the Investment Company Act, which are required to pay

registration fees on Form 24F-2; and

General Instruction C of Form N-2.

General Instruction C.1 of Form N-2.

General Instruction C.2 of Form N-2.

General Instruction B of Form N-14.

•

Revise the General Instructions to Forms S-4 73 and F-4 74 to provide that each posteffective amendment or, if permitted, final prospectus supplement filed under Rule

424(b) to provide required information about a specific transaction and particular

company being acquired, must include in a filing fee exhibit 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 in

a filing fee exhibit that it is a final prospectus for the related offering.

ii.

Filing Fee Exhibit Requirements

As noted above, in a change from the proposal, we are moving the filing fee-related

information from a filing’s cover page to an exhibit to the filing because we believe this

approach will streamline presentation of the information and potentially facilitate future changes

in structuring technology applied to it. 75

For the Securities Act forms that refer to the exhibit requirements in Item 601 of

General Instruction H of Form S-4. We also are revising 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.”

General Instruction F of Form F-4.

We have made corresponding revisions to several rule provisions that were premised in the proposing release on

filing fee-related information appearing on the cover page of a registration statement. Securities Act Rule 415(a)(6)

provides that, when a filer carries forward securities to a new registration statement, it must identify on the bottom

of the cover page of the new registration statement or the latest amendment to it, the amount of securities carried

forward and any filing fee paid in connection with those securities. We are revising Rule 415(a)(6) to provide that

such information must appear on the cover unless expressly required elsewhere in the filing. Securities Act Rule

473(a), in general, specifies a form of amendment that delays the effectiveness of a registration statement until the

registrant files a specified further amendment or the Commission declares the registration statement effective. Rule

473(c) requires a filer that includes such a delaying amendment to place it on the cover of the registration statement

following the fee-related information. As a result of moving the filing fee-related information from the cover page

to an exhibit of most fee-bearing Securities Act forms, we are revising Rule 473(c) to permit the delaying

amendment to appear anywhere on the cover page. In addition, we are adopting revisions to fee-bearing form

instructions that permit filers registering additional securities under § 230.462(b) (Securities Act Rule 462(b)) to file

an abbreviated format registration statement that includes a cover page and certain other specified information. We

are revising these instructions to include filing-fee related information. See General Instruction V of Form S-1,

General Instruction IV.A of Form S-3, General Instruction G of Form S-11, General Instruction K of Form S-4,

General Instruction V of Form F-1, General Instruction IV.A of Form F-3, General Instruction H of Form F-4, and

General Instruction III of Forms SF-1 and SF-3.

Regulation S-K, the filing fee-related information exhibit requirement will be established by a

combination of a new Item 601(b)(107) of Regulation S-K and the following new provisions:

Item 16(c) of Form S-1, Item 16(b) of Form S-3, Item 8(b) of Form S-8, Item 36(c) of Form S11, Item 21(d) of Form S-4, Item 8.c of Form F-1, Item 9(b) of Form F-3, Item 21(d) of Form F4, Item 14(b) of Form SF-1, and Item 14(b) of Form SF-3. Since Form F-10 does not refer to

Item 601, the filing fee-related information exhibit requirement will appear in new paragraph

(107) of Part II of that form. 76

The Exchange Act schedules and Rule 13e-1 will require the filing fee exhibit through

the following new provisions: Item 16(b) of Schedule 13E-3, paragraph (4) of Part II of

Schedule 13E-4F, Item 25(b) of Schedule 14A, Item 12(b) of Schedule TO, paragraph (4) of Part

II of Schedule 14D-1F and Rule 13e-1(a)(7). 77 Because the Schedule 14A filing fee information

requirement will appear in a new item of that schedule and Item 1 of Schedule 14C generally

requires compliance with relevant items of Schedule 14A, we are revising Schedule 14C to

replace the current detailed filing fee-related information requirements with a cross-reference to

Item 25(b) of Schedule 14A.

iii.

Changes to Forms N-2 and N-14

In a change from the proposal, we are modifying certain aspects of the content and

As further discussed below, the Commission proposed to add a row (107) to the exhibit table in Item 601(a) of

Regulation S-K and a paragraph (107) to Item 601(b) to 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 and, as a result, require each form to include its filing fee-related information

in structured format. Similarly, the Commission proposed to add a new paragraph (107) to Part II – Information Not

Required to be Delivered to Offerees or Purchasers of Form F-10 to require a General Interactive Data File.

In changes from these proposals discussed below, we are directly imposing the structuring requirement on these

forms’ filing fee exhibits’ contents, other than Form F-10’s, through Item 601(b)(107) and on Form F-10’s through

paragraph (107) to Part II – Information Not Required to be Delivered to Offerees or Purchasers of Form F-10. This

change removes the reason for the proposal to require structuring by reference to the new term “General Interactive

Data File”. Consequently, we are not revising Rule 11 of Regulation S-T to add that term. See Section II.A.4

regarding adoption of the structuring requirement.

These provisions also will directly impose a structuring requirement on filing fee exhibits’ contents rather than, as

proposed, require filing fee-related information structuring by reference to the term “General Interactive Data File.”

See Section II.A.4.

location requirements for Forms N-2 and N-14. We solicited comment on whether the proposed

requirements were sufficient to centralize relevant information, or whether there were other ways

we could facilitate the fee process for filers. We also asked whether we should apply the

proposed filing fee content and structuring requirements to the proposed filing types, or whether

the scope should include more or less types of filings. In response, we received a comment

stating that we should structure all fee-bearing documents’ fee information to enable consistency

of preparation and usage. 78

Consistent with our overarching goal of enabling more efficient automated access to, and

processing of, information relevant to fee calculation, in a change from the proposal we are

adopting amendments to Forms N-2 and N-14 that generally mirror, as applicable, the

centralized filing fee table presentation, calculation and related disclosure requirements that were

proposed for the Affected Securities Act and Exchange Act Forms and Schedules. We believe

this approach will promote consistency of presentation and usage of affected fee-bearing forms,

and provide greater clarity to fund registrants regarding how to comply with the filing fee-related

content requirements without adding new substantive requirements.

In another change from the proposal, amended Forms N-12 and N-14 also will require the

filing fee exhibit, which will be implemented through revisions to the General Instructions for

Registration Fees in both of these forms, 79 and the addition of the following provisions: Item

25.2.s of Form N-2, and paragraph 18 of Item 16 of Form N-14.

Not all fund registrants will be required to provide the new filing fee exhibits. For

example, certain investment companies, including mutual funds, exchange-traded funds, unit

investment trusts—and most recently, interval funds— are deemed to have registered an

See letter from XBRL US.

General Instruction C of Form N-2; General Instruction B of Form N-14.

indefinite number of securities under Section 24(f) of the Investment Company Act and required

by Rule 24f-2 to pay registration fees on an annual net basis using Form 24F-2. 80 Forms N-2

and N-14 currently do not require such registrants to provide Calculation of Filing Fee tables in

their registration statements. 81 Consistent with this approach, registrants that pay registration

fees using Form 24F-2 will not be required to provide the filing fee exhibit for Forms N-2 or N14. While SBICs may register securities under the Securities Act on Form N-14, based on their

filing history, we do not expect to see many, if any, such filings. 82 Accordingly, we believe that

registered closed-end funds (that are not interval funds) and BDCs are the only types of funds

likely to be subject to the Form N-2 and N-14 filing fee exhibit requirements at this time.

iv.

Other Changes to Rules and Instructions

A new instruction relating to Rule 429 reliance will require an issuer relying on that rule

to disclose in a combined prospectus table the file number(s) of the earlier effective registration

statement(s), the form type(s) and initial effective date(s), 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 and the securities’ type and class title. 83 We

believe that requiring this information, which will also be subject to structuring requirements,

The Commission recently expanded the group of issuers subject to filing on Form 24F-2 to include interval funds.

See Closed-End Fund Offering Reform Adopting Release, supra note 2.

Unlike Form N-2, Form N-14 currently requires funds that pay registration fees on Form 24F-2 to “provide the

Title of Securities Being Registered and state that no filing fee is due because of reliance on Section 24(f).” Because

the EDGAR Filer Manual already requires funds to disclose their status as Form 24F-2 filers in the header for Form

N-2 and Form N-14, and to harmonize the forms, we are eliminating this instruction from Form N-14.

Based on staff review of Commission filings, a SBIC has not filed on Form N-14 for at least 20 years.

Because funds can also rely on Rule 429, in a change from the proposal we are amending Forms N-2 and N-14 to

mirror the parallel instruction we are adopting for the Affected Securities Act and Exchange Act Forms and

Schedules. See Instruction 4 to Item 25.2.s of Form N-2; Instruction 4 to paragraph 18 of Item 16 of Form N-14. In

a related change, we are also making a technical correction to General Instruction B of Form N-14 to clarify that all

form registrants, not just open-end management companies, as currently stated, may rely on Rule 429. In another

change from the proposal, we are adding the requirements for form type, initial effective date and the securities type

and class title.

will enable filers and the Commission staff to better track the amount of securities sold for which

filing fees have been paid.

For the same reason, we are amending the Affected Securities Act and Exchange Act

Forms and Schedules for which Rule 415(a)(6) is potentially available, as proposed, as well as

Forms SF-3 and N-2, to require that a filer relying on that rule disclose 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. 84

Also for the same reason, the amendments will require those filing Affected Securities

Act and Exchange Act Forms and Schedules, statements under Rule 13e-1, and Forms SF-1, SF3, N-2 and N-14 that rely on Rule 457(b) or Rule 0-11(a)(2) to disclose the dollar amount of the

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 from which the filing fee offset is claimed. 85

If the filer is claiming an offset from an earlier Securities Act registration statement, the

amendments also will require the filer to provide a detailed explanation regarding the claimed

offset. 86 In a change from the proposal, this fee offset claim information will be required in

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. We are amending the current reference to information that must appear on the cover page, as

discussed above. See supra note 75. Although an instruction referencing Rule 415(a)(6) was not proposed with

respect to Form N-2, certain Form N-2 registrants can rely on Rule 415(a)(6) so we are adding an instruction to the

Form N-2 filing fee exhibit that parallels the new instruction referencing Rule 415(a)(6) in similar forms. See

Instruction 2.B to Item 25.2.s of Form N-2. In a modification to the proposal to better enable tracking, the filer also

will be required to disclose the form type of the earlier registration statement and the securities’ type and class title.

We are adopting these amendments largely as proposed, except with respect to Forms SF-1, SF-3, N-2 and N-14,

for which parallel modifications were not proposed but we are adopting to conform these forms to similar forms

being amended. See, e.g., Instruction 3 to Item 16 of Form S-1; Instruction 3 to Item 25.2.s of Form N-2.

This disclosure will be required when a filer claims an offset from a Securities Act registration statement under

Rule 457(b) or Rule 0-11(a)(2) because the transaction linkage between the document being filed and the Securities

Act registration statement may be less readily apparent than when an offset is claimed from a transactional

Exchange Act filing.

Table 2, which also will require information about the original sources (“fee offset sources”) to

which the fee offsets claimed can be traced. 87 The fee offset source requirements in Table 2 for

Rule 457(b) and 0-11(a) fee offset claims are registrant or filer name, form or filing type, file

number, filing date and fee paid with fee offset source. 88

Rule 457(p) generally requires that a filer claiming an offset from a previous registration

statement add a note to the later registration statement’s filing fee table stating the dollar amount

of the filing fee offset claim against the currently due filing fee, the file number of the earlier

registration statement from which the filing fee offset is claimed, and the name of the registrant

appearing on, and the initial filing date of, the earlier registration statement. To help assure that

the amount a filer claims as an offset from a previous registration statement is available, we are

amending Rule 457(p) to require disclosure of the amount of unsold securities or unsold

aggregate offering amount from the prior registration statement associated with the claimed

offset, as proposed. 89 In addition, consistent with the proposal, the amendments will 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. 90

For example, if a filer on Schedule TO claims an offset under Rule 0-11(a)(2) from a Form S-4 it filed, and the

filer did not make a contemporaneous fee payment when it filed the Form S-4 because it claimed a fee offset under

Rule 457(p) from a Form S-3 it filed that went effective as initially filed and with which it made a contemporaneous

payment, the filer would cite to the Form S-3 filing as the fee offset source. More detailed discussion and examples

of fee offset source identification will be located in the affected fee-bearing forms and schedules. See, e.g.,

Instruction 3 to the Calculation of Filing Fee Tables in Item 16(c) of Form S-1.

Fee offset source information currently is required in a header when a filer claims a fee offset. When a filer

claims a fee offset under Rule 457(b) or (p) or Rule 0-11(a)(2), it is required to provide in the header the following

information about the fee offset source: the Central Index Key (“CIK”) of the filer, form type, file number, filing

date, and amount of fee contemporaneously paid.

Final Rule 457(p)(2).

Final Rule 457(p)(5). The adopted changes will not affect the Commission’s position that asset-backed securities

issuers could apply unused filing 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

As proposed, the parallel disclosure requirement will appear in the filing fee table instructions of

the Affected Securities Act and Exchange Act Forms and Schedules, as well as Forms SF-1, SF3, N-2 and N-14, 91 and the resulting disclosure will have to be presented in the Inline XBRL

structured format as applicable. 92 In a change from the proposal further discussed below, the

filing fee table instructions of these forms and schedules will, however, require in tabular format

and a note to a new fee offset claim table the resulting disclosure and all disclosure currently

required by Rule 457(p). 93 For this reason, we are also amending Rule 457(p) to provide that the

information it requires in connection with a fee offset claim must be provided in a note as

currently required unless expressly required in another part of the registration statement.

General Instructions II.F, II.G, and II.D of Forms S-3, F-3, and SF-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) or (h), post-effective amendment or periodic or current

report incorporated by reference into the registration statement, as applicable. Registered closedend funds and BDCs that file a short-form shelf registration statement on Form N-2 are subject to

the same requirement pursuant to General Instruction A.2 of Form N-2. In a change from the

proposal, the filing fee exhibit requirements that pertain to the forms will specify the filing fee-

(Nov. 10, 2014)].

Although though not specifically proposed with respect to Forms N-2 and N-14, we are amending these forms to

include the new instruction for issuers that seek to rely on Rule 457(p) for conformance with similar forms being

amended. See Instruction 3.C to Item 25.2.s of Form N-2; Instruction 3.C to paragraph 18 of Item 16 of Form N-14.

As previously noted, we are not extending the structuring requirements to Forms SF-1 and SF-3 but will permit

filers on these forms to structure their filing fee-related information. See Item 601(b)(107) of Regulation S-K.

In a further change from the proposal, the affected forms and schedules will require in tabular format slightly

more information about Rule 457(p) fee offset claims and the same fee offset source information that will be

required in connection with a Rule 457(b) or 0-11(a)(2) fee offset claim as described above. The tables will also

require the form or filing type of the earlier registration statement from which the fee offset is claimed and the type

and title of the unsold securities or unsold aggregate offering amount associated with the fee offset claimed. We

believe this additional information will help validate the fee offset claims.

related information that a filer must structure. 94 Similarly, the amendments revise Forms S-3 and

F-3 to require that in relation to a specific transaction, an issuer include any information

specified by (i) Item 16(b) of Form S-3 or Rule 424(g); or (ii) Item 9(b) of Form F-3 or Rule

424(g), 95 respectively, in a prospectus filed under Rule 424(b), or post-effective amendment, as

applicable, to avoid extending the filing fee structured information requirements to periodic and

current reports, 96 as proposed. For the same reason, we are further modifying the proposals by

adopting similar amendments to Forms SF-3 and N-2. 97 In another change from the proposal,

for the reasons stated at the outset of this section, the amendments also specify that the

information must be in a filing fee exhibit.

Consistent with the proposal, the amendments revise the same instructions to Form S-3

and F-3 to require each post-effective amendment or final prospectus that is filed pursuant to

Rule 424(b) in order to provide required information about a specific transaction to include in a

filing fee exhibit 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. 98 To ensure

As proposed, the information to be structured would have been specified by reference to the term “General

Interactive Data File.”

The references to these items and Rule 424(g) equate to and replace the proposed references to the superseded

term “General Interactive Data File” and do not otherwise constitute a change from the proposal.

The specified provisions set forth filing fee exhibit content requirements. An issuer otherwise can continue to

include transaction-specific information in a periodic or current report to the same extent it can do so under current

provisions.

Form N-2 was recently amended to allow eligible registered closed-end funds and BDCs to file a short-form shelf

registration statement consistent with the approach available to operating companies that file on Form S-3. See

Closed-End Fund Offering Reform Adopting Release, supra note 2. To avoid having to mirror in Form N-2 all of

the language in Form S-3 needed for the preparation and filing of automatic and non-automatic shelf registration

statements, Form N-2 provides cross-references to the relevant provisions of Form S-3, including General

Instruction II.F, which apply, as applicable, to funds that seek to file a short-form shelf registration statement. See

Notes to General Instructions A.2 and B of Form N-2. To clarify that Form N-2 filers are subject to the same filing

fee-related disclosure obligations we are requiring for issuers that file on Form S-3, we are adding General

Instruction C.2.

To expressly require this maximum aggregate amount or maximum aggregate offering price information in the

filing fee-related exhibit of a post-effective amendment, in a change from the proposal, we are adding Instruction

consistency, we are adopting similar amendments to Forms SF-3 99 and N-2. 100 We believe that

requiring this information, which will also be subject to the new structuring requirements, except

as to Form SF-3, 101 will enable issuers and the Commission to better track the amount of

securities sold under a registration statement. Such information will 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 filing 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 filing fee exhibit

subject to the new structuring requirements will help issuers and the Commission identify the

latest date by which filing fees deferred under Rule 456(b) can be paid in compliance with the

rule.

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) 102 and information is omitted at the time of initial effectiveness because it is

1.D to the Calculation of Filing Fee Tables in Item 16(b) of Form S-3 and Item 9(b) of Form F-3. To expressly

require this maximum aggregate amount or maximum aggregate offering price and final prospectus information in

the filing fee-related exhibit of a final prospectus, we are revising Rule 424(g).

See General Instruction II.D of Form SF-3. To expressly require this maximum aggregate amount or maximum

aggregate offering price information in the filing fee-related exhibit of a post-effective amendment, we are adding

Instruction 1.D to the Calculation of Filing Fee Tables in Item 14(b) of Form SF-3. As noted above, revised Rule

424(g) will expressly require this maximum aggregate amount or maximum aggregate offering price and final

prospectus information in the filing fee-related exhibit of a final prospectus.

100

See General Instruction C.2 of Form N-2.

Consequently, even if a filer previously filed and structured filing fee-related information on Form S-3, F-3 or N2, such as a full filing fee table and explanatory material in an initial filing, pre-effective amendment, or filing under

paragraph (b) of Rule 424, as applicable, it still will need to present and structure this maximum aggregate amount

or maximum aggregate offering price and final prospectus information, as applicable, in a filing fee-related exhibit

of such a post-effective amendment or final prospectus. Similarly, even if a filer previously filed fee-related

information on Form SF-3, such as a full filing fee table and explanatory material in an initial filing, pre-effective

amendment, or filing under paragraph (h) of Rule 424, it still will need to present this maximum aggregate amount

or maximum aggregate offering price and final prospectus information, as applicable, in a filing fee-related exhibit

of such a post-effective amendment or final prospectus.

101

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.

102

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 are revising these instructions, consistent with the proposal, 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 in a

filing fee exhibit 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. 103 As with the analogous

amendments adopted for Forms S-3 and F-3, we believe that requiring this information, which

will also be subject to the new structuring requirements, will help issuers and the Commission

better track the amount of securities sold under a registration statement.

New instructions to each filing fee table required by Rule 424(g) may require the filer to

disclose explanatory information to accompany the filing fee table, such as cash paid or received

by a registrant in connection with a business combination transaction that is relevant to filing fee

calculation. As a result, we are revising Rule 424(g) to require the filing to include the filing fee

table and information required by the form instructions to the filing fee table, and to require all of

this information in a structured format, as proposed. We are also revising Rule 424(g) to replace

the current requirement to place the filing fee table on the cover page of the prospectus with a

requirement to place the filing fee table and related disclosure in a separate filing fee exhibit. 104

103

To expressly require this maximum aggregate amount or maximum aggregate offering price information in the

filing fee-related exhibit of a post-effective amendment, we are adding Instruction 1.D to the Calculation of Filing

Fee Tables in Item 21(d) of Forms S-4 and F-4 and renumbering the instructions that follow accordingly. To

expressly require this maximum aggregate amount or maximum aggregate offering price and final prospectus

information in the filing fee-related exhibit of a prospectus, we are revising Rule 424(g).

This amendment to Rule 424(g) obviates the part of the proposal that would have permitted this filing fee-related

information to appear together anywhere within the prospectus.

104

Changes to the Proposed Filing Fee Tables and Instructions

We have made several changes to the proposed filing fee tables and instructions to

require filers to provide additional detail about their filing fee calculations in tabular format. The

additional detail generally consists of readily available information that filers already provide

under current header requirements and/or information that the filer would already need to

determine in order to calculate its fee. Presentation of this information in tabular format will

centralize filing fee disclosure and facilitate providing, structuring and analyzing filing fee data.

For example, we proposed to include a single registration fee table in Form S-1 to require

disclosure of the following:

•

Title of each class of securities to be registered;

•

Amount of securities to be registered;

•

Proposed maximum offering price per unit;

•

Proposed maximum aggregate offering price;

•

Fee rate;

•

Amount of registration fee; and

•

The fee calculation-related rule or rules relied upon by the registrant.

We are adopting an expanded version of that table, now called “Table 1: Newly

Registered and Carry Forward Securities,” in addition to two other tables, to disclose the

additional detail needed to calculate the filing fee in a centralized and more readily identifiable

format. Table 1, the first and most basic fee table, continues to include the proposed disclosures

about securities that the registrant is newly registering but also calls for similar disclosures

regarding securities the registrant is carrying forward from one or more previously filed

registration statements. Table 1 requires additional disclosure of the type of security being

newly registered and carried forward and the type and class of security being carried forward, to

the extent applicable. Table 1 also requires disclosure of the registration form type, file number,

and initial effective date of one or more previously filed registration statements associated with

any unsold securities that the registrant is carrying forward and the filing fee previously paid in

connection with those unsold securities. Finally, Table 1 adds entries for newly registered

securities for which fees were previously paid in connection with the initial filing or a preeffective amendment, total offering amounts, total fees previously paid for newly registered

securities, total fee offsets and total fee due net of previously paid fees for newly registered

securities and fee offsets.

We are adding a new “Table 2: Fee Offset Claims and Sources” to provide more detail

regarding any fee offsets claimed by the registrant that are derived under Rule 457(b) and (p) and

Rule 0-11(a)(2). We proposed to require most of the information regarding the carry forward

securities and fee offsets in narrative format, but upon further consideration, we believe that the

disclosure will be easier to provide, structure and analyze if it is instead presented in tabular

format. The tabular format should better enable filers to understand what is required and provide

it in an organized manner that is more conducive to structuring than narrative disclosure. It

should be easier to analyze the resulting information in human-readable form because it will be

more organized than in narrative form and generally consistent across fee-bearing documents.

We also are adding a new “Table 3: Combined Prospectuses” that a registrant will need

to include if relying on Rule 429 to file a single prospectus that relates to two or more

registration statements. We proposed to require the Table 3 information in narrative format, but

upon further consideration, we believe that tabular disclosure is preferable for Table 3 for the

same reasons it will be preferable for Table 1. We have reorganized and added instructions to

the tables to assist registrants in completing the fee tables. Forms S-3, S-4, S-8, S-11, F-1, F-3,

F-4, F-10, N-2, and N-14 include these same three fee tables.

In a change from the proposal, we also have made some changes to the Exchange Act

forms and schedules to provide the disclosure in an improved format. For example, we have

added to the basic fee table, Table 1, entries to differentiate between the transaction valuation

associated with fees previously paid and fees to be paid in connection with the current filing.

Another change is to require Table 1 to include certain totals such as the transaction valuation,

fee amounts, fees previously paid, fee offsets claimed and the fee due net of fee offsets and fees

paid with an initial filing or previous amendments. 105 We are adding a new Table 2 to provide

the same type of detail as the Securities Act forms regarding any fee offsets claimed by the filer

that are derived under Rule 0-11(a)(2) in lieu of proposed narrative disclosure requirements.

Structuring of Filing Fee-Related Information

Proposed Amendments

To facilitate the filing fee process, we proposed to require structuring of all the filing feerelated 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. 106 We believed 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 filing fee-related information for internal consistency, including prior to

submission of a live filing. 107 As proposed, this information would be structured in Inline XBRL

for all affected filings. The Proposing Release noted that Inline XBRL would be a particularly

useful method of structuring filing fee-related information because: it eliminates the need to tag

a copy of the information in a separate document, as under traditional XBRL; 108 Inline XBRL is

We proposed that the Exchange Act fee-bearing documents other than Schedules 14A and 14C include the title of

each class of securities to which the transaction applies but upon further consideration, we believe that information

is not necessary.

105

Filing fee-related information in prospectuses filed under Rule 424 and related to a registration statement under

the Securities Act subject to the structuring requirements also would be required to be structured in Inline XBRL.

106

107

As detailed below, as implemented, EDGAR will validate certain live filings prior to submission.

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.

108

consistent with the underlying format of all of the fee-bearing forms the Commission proposed to

structure; and it enables automated analytical tools to extract the information sought wherever it

may be located within a filing. 109

As proposed, the structured information would include each filing fee table in the

Affected Securities Act and Exchange Act Forms and Schedules and statements under Rule 13e1, together with accompanying explanatory disclosure, as well as other information specified by

the proposed Rule 11 definition of “General Interactive Data File.” We proposed to define that

term as the machine-readable computer code that presents fee-related information required by the

applicable rule provision or particular form, statement or schedule, in Inline XBRL in the manner

provided by the EDGAR Filer Manual.

As more fully described in the Proposing Release, we proposed to implement the

structuring requirement for these forms, schedules and statements through a new Item

601(b)(107) of Regulation S-K, the terms of these forms, schedules and statements and a new

Rule 424(i). As proposed, the provisions would require these documents to include a General

Interactive Data File, and, as a result, require filing of filing fee-related information in structured

format.

Additionally, the Commission proposed to require structuring of the information in each

filing fee table of Forms N-2, N-5, and N-14. We proposed to implement this requirement

through amendments to Rule 405 of Regulation S-T 110 and the General Instructions in these

forms.

Comments on the Proposed Amendments

Commenters expressed general support for the proposal to present all filing fee-related

109

See Proposing Release, supra note 1, at Section II.A.

110

See proposed Rules 405(b)(3), (4), and (5) of Regulation S-T.

information in a structured format. 111 They cited, among other reasons, the following:

•

Improved accuracy and disclosure; 112

•

Increased confidence of registrants in the accuracy of their calculated filing fees; 113

•

Easier management by the Commission staff and filers of complex calculations due to

automation; 114 and

•

Expected improved efficiencies in preparation, processing and analysis. 115

Two commenters addressed several specific aspects of the proposal 116 and one of those

commenters provided both its own views and the views of XBRL preparation vendors it

surveyed. 117 These two commenters expressed the following views on specific aspects of the

proposal: 118

•

Information to be Structured –

o All filing fee information should be structured as proposed to enable ease of

validation.

•

Structuring Format –

o Inline XBRL structuring should be required for all filing fee information as

proposed because, among other reasons, it is machine-readable and searchable

See letters from Brittany Jones (Nov. 4, 2019) (“Jones”), Dominique Martinez (Nov. 7, 2019) (“Martinez”),

XBRL US, and XBRL US Regulatory Modernization Working Group (Oct. 8, 2020) (“XBRL US WG”).

111

112

See letter from Jones.

113

See letter from XBRL US.

114

See letter from XBRL US WG.

See letter from XBRL US. The commenter cited several reasons for expecting improved efficiencies, including

eliminating the need for the staff to manually review filing fee calculations. We believe that the final amendments

will reduce the need for the staff to manually review filing fee calculations.

115

116

See letters from XBRL US and XBRL US WG.

117

See letter from XBRL US.

Unless otherwise indicated, the views noted in the remainder of this section were expressed in the letter from

XBRL US.

118

(in both cases, clearly and consistently), human readable, continually adapted

to changing technology, able to be generated in multiple forms (e.g., XML

and HTML), and superior to XML because XML would require the creation

of additional structure to consistently handle filing fee characteristics already

included within the Inline XBRL standard and a Commission-developed

non-standard structured data language would add to costs of preparation,

collection and analysis;

o Forms N-2, N-5, and N-14 should be structured in Inline XBRL, as proposed,

for essentially the same reasons; and

o The commenter cautioned that, while the Commission should remain open to

the possibility that a standard that improves upon XBRL or Inline XBRL may

be developed in the future, a switch to a different standard could result in

market uncertainty and uncertainty about how data may need to be reported,

and could increase the cost of tools and data access.

•

Pilot Structuring Program –

o A pilot structuring program would be helpful. Most vendors agreed, citing

possible aid to program testing, gaining filing fee tagging knowledge and

making process changes, but a minority did not agree, noting that XBRL

requirements already are in place and a pilot would delay the anticipated

benefits; 119 and

Commenters also made specific suggestions about the timing of a possible pilot program and vendor access to an

EDGAR stage level system for user acceptance testing, among other suggestions. See letters from XBRL US and

XBRL US WG. In a subsequent letter dated Aug. 30, 2021, XBRL U.S. suggested that the Commission staff

publish the taxonomy to be used in conjunction with the proposed structuring requirements as soon as possible.

119

•

Guidance –

o The Commission should issue clear and consistent guidance for filers and

vendors to address all possible scenarios. For example, the Commission

should provide guidance on how to prepare a footnote when there is an offset.

If the Commission does not provide guidance, then matters are likely to be

handled in different ways.

•

Additional Recommendations and Considerations

o With filing fee information in structured format, the Commission could add

more features to improve the accuracy of the calculation and facilitate the

process and, as a result, the Commission should consider the following

suggestions:

•

Prompt filers to provide additional required information based on the rule reliance

checkbox selected;

•

Provide a mechanism through which a filer can run automatic validation against filing

fee calculation so it could correct issues before submission; and

•

Clarify how EDGAR will handle dual submission types (i.e., Inline XBRL structured

filing fee information coupled with non-Inline XBRL other information in the same

filing).

Final Amendments

We are adopting the amendments largely as proposed with the changes noted below that

we believe will enhance their operation. 120 We continue to believe that structuring the relevant

data will greatly enhance the ability of filers and Commission staff to quickly identify and

correct errors, as EDGAR’s validation functionality will automatically check the structured filing

As noted above, we are adopting a modified version of the proposals to permit filers of Forms SF-1 and SF-3 to

submit filing fee-related information in Inline XBRL. See Item 601(b)(107) of Regulation S-K and Section II.A.5.

120

fee-related information for internal consistency. Filers that use the Commission-provided option

discussed below to construct structured filing fee-related information within EDGAR generally

will receive validation and resulting error and warning messages before they submit both test and

live filings. 121 Filers that construct this structured information outside of EDGAR, however, will

receive validation and resulting error and warning messages after they submit both test and live

filings. 122 While EDGAR will automatically compute the filing fee due using the structured data

and validate the information submitted by the filer, validation failures caused by incorrect or

incomplete structured filing fee-related information generally will result in a warning to filers

and a flag for staff follow-up, but EDGAR will accept the filing. However, approximately three

months after all filers are required to comply with the structured data requirement, the

Commission will suspend filings rather than issue warnings for incorrect or incomplete

structured filing fee-related information. Commission staff will provide advance notice of the

specific date of the change to filers. This approach largely mirrors the current practice, where,

for example, if certain information such as the filing fee due is not provided, the filing is

suspended. Although we are extending this approach to more information (i.e., any tagging

errors or data omissions/errors in the filing fee exhibit will trigger a suspension), we believe that

delaying suspensions until approximately three months after the last compliance date will give

filers an opportunity to gain experience with the new tagging requirements and that—coupled

with the availability of the new filing fee tool—will increase accuracy and thus minimize

suspensions. We also believe that Inline XBRL will be a particularly useful method of

Validations that require access to information within the EDGAR system and outside the filing, such as

validations relating to carry forwards and fee offsets, will not occur until after filing.

121

122

The ability to validate the filing fee calculation is consistent with one commenter’s suggestion to provide such a

mechanism through which a filer could run an automatic validation against its filing fee calculation to enable it to

correct issues before submission. See letter from XBRL US. A filer constructing structured information outside of

EDGAR generally can obtain pre-live submission error and warning messages by first submitting a test filing. As

noted in regard to filers that use the Commission-provided option to construct the structured information, validations

that require access to information within the EDGAR system and outside the filing, such as validations relating to

carry forwards and fee offsets, may not occur until after the test filing.

structuring filing fee-related information because it eliminates the need to tag a copy of the

disclosed information in a separate exhibit (as would be the case under traditional XBRL), and

because Inline XBRL is consistent with the underlying format of the Affected Securities Act

Forms and Schedules and statements under Rule 13e-1, as well as Forms N-2 and N-14.

To facilitate the filing fee process, the amendments require structuring of all filing feerelated information in an exhibit to each of the Affected Securities Act and Exchange Act Forms

and Schedules and statements under Rule 13e-1, as well as Forms N-2 and N-14. 123 As

proposed, the structuring for all of these filings will be done in Inline XBRL.

The structured information will include each filing fee table in the Affected Securities

Act and Exchange Act Forms and Schedules and statements under Rule 13e-1 and Forms N-2

and N-14, together with accompanying explanatory disclosure as well as other information

specified by the final filing fee exhibit requirements. 124

As previously noted in discussing the content and location amendments, in a change from

the proposal, the structuring requirements will apply to the contents of the filing fee exhibits

rather than to information specified by the term “General Interactive Data File.” 125 We proposed

to structure the filing fee-related information by reference to the term “General Interactive Data

File” because the term swept in information that could be dispersed throughout the body of a

filing and we believed the term provided a useful reference for an exhibit that would contain

solely contextual information about the structured filing fee-related information. 126 The change

Filing fee-related information in exhibits to prospectuses filed under Rule 424 and related to a registration

statement under the Securities Act also will be required to be structured in Inline XBRL.

123

As discussed below, we are adopting a modified version of the proposed approach by requiring Forms N-2 and

N-14 to use the same structured data tagging requirements that we are adopting for similar Affected Securities Act

and Exchange Act Forms and Schedules.

124

125

See Section II.A.3.

126

Contextual information includes, for example, a tagged amount’s related fiscal period.

from the proposal to centralize filing fee-related information in the filing fee exhibit enables us

to impose the structuring requirement directly on the filing fee exhibit’s content and, as a result,

obviates the need for the term “General Interactive Data File” to specify that information. Based

on the planned method of implementing the structuring framework, there will be no need for

contextual information. Consequently, we are not revising § 232.11 (Rule 11 of Regulation S-T)

to define the term “General Interactive Data File.” 127

New Item 601(b)(107) of Regulation S-K, as adopted, will require filers of Forms S-1, S3, S-4, S-8, S-11, F-1, F-3, and F-4 to structure their filing fee exhibits by submitting them as

required by new Rule 408 of Regulation S-T. Rule 408, in turn, requires the filing fee exhibit to

be submitted in Inline XBRL as provided by the EDGAR Filer Manual. As adopted, the same

requirement will apply to the following by their terms or, in the case of prospectuses containing

specified filing fee-related information, by final Rules 424(g) and (i): 128

•

Form F-10; 129

•

Prospectuses filed pursuant to Rule 424 containing filing fee-related information for

In another change to the proposals, Item 601(b)(107) will permit but not require filing fee exhibits in Forms SF-1

and SF-3 to be structured in Inline XBRL. See Section II.A.5.

127

In a conforming change from the proposal, we are not adopting proposed Rule 424(i) because it would have

imposed a structuring requirement on filings pursuant to Rule 424(b) through the term “General Interactive Data

File”. In a further modification, we are instead adopting a revision to Rule 424(g) that will impose filing fee

information exhibit requirements on filings pursuant to Rule 424 that reflect the payment of deferred fees under Rule

456(b) or (c) or include the maximum aggregate amount or maximum aggregate offering price of the securities to

which the prospectus relates and final prospectus status as required by General Instruction II.F of Form S-3, General

Instruction II.G of Form F-3, General Instruction II.D of Form SF-3, and General Instruction H of Form S-4.

Revised Rule 424(g) also will impose structuring requirements on all of these filings except for those related to

Form SF-3, which it will permit but not require to be structured.

128

After the Commission issued the Proposing Release, it adopted a new Rule 424(i), effective Aug. 1, 2020, in the

Closed-End Fund Offering Reform Adopting Release. Effective Aug. 1, 2021, Rule 456(d) requires issuers that rely

on Rule 456(d) to elect to register an offering of an indeterminate amount of exchange-traded vehicle securities to

file a prospectus in accordance with final Rule 424(i). Rule 424(i) will require issuers to disclose specified

information about filing fees they deferred in reliance on Securities Act Rule 456(d). In a conforming change, we

are revising Rule 424(i) to require the filing fee information it specifies appear in an exhibit and be structured.

See paragraph (107) to Part II—Information Not Required to be Delivered to Offerees or Purchasers of Form F10.

129

an offering under Rule 456(b) or (c) or the maximum aggregate amount or maximum

aggregate offering price and final prospectus status information that the final

amendments will require in connection with certain Forms S-3, F-3, S-4, F-4, and N-2

regardless of whether a filing fee payment is due, or the prospectus contains a filing

fee table; 130

•

Prospectuses filed in accordance with Rule 424(i);

•

Statements under Rule 13e-1; 131

•

Schedules 13E-3, 132 13E-4F, 133 TO, 134 and 14D-1F; 135

•

Fee-bearing Schedules 14A 136 and 14C; 137 and

•

Forms N-2 and N-14.

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, F3, F-4, F-10, N-2, and N-14 138 generally are or will be, as a result of the phase-in of various

130

Filings related to Forms SF-3 that contain the specified information will be permitted but not required to structure

the filing fee exhibit.

131

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

132

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

133

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

134

See Instruction 1.D to the Calculation of Filing Fee Tables in new Item 12(b) of Schedule TO.

See Instruction 1.E to the Calculation of Filing Fee Tables in new paragraph (4) under Part II-Information Not

Required To Be Sent To Shareholders of Schedule 14D-1F.

135

136

See Instruction 1.D to the Calculation of Filing Fee Tables in new Item 25(b) of Schedule 14A.

137

See Item 1 of Schedule 14C. The Commission proposed to revise the cover page of Schedule 14C to expressly

require the filing fee-related information that proposed Item 25(b) of Schedule 14A would require. This proposed

revision is unnecessary because Item 1 of Schedule 14C requires compliance with relevant items of Schedule 14A,

as applicable. We are, however, revising the Schedule 14C cover page to replace the checkbox text reference to a

filing fee computed on the “table below” per the applicable Exchange Act filing fee rules with a reference to a filing

fee computed on the table in the exhibit required by Item 25(b) of Schedule 14A per Item 1 of Schedule 14C and the

applicable Exchange Act fee rules.

138

We anticipate that registered closed-end funds (that are not interval funds) and BDCs will be the only Form N-14

filers required to provide, and thus tag, the filing fee exhibit. The vast majority of investment companies that file on

Inline XBRL requirements or, in some cases, the need to file Exchange Act periodic and current

reports, required to file their financial statements in Inline XBRL. For example, 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 tagging requirements. 139 All of these Exchange Act reports, other than Form 6-K,

as well as Form N-2, also are, or will be, subject to cover page structuring requirements. 140 In

some instances, entities that file fee-bearing documents that do not currently require Inline

XBRL already will have experience filing their financial statements and Exchange Act cover

page information in Inline XBRL. 141

Additionally, we are adopting amendments that will, as proposed, require investment

companies to use Inline XBRL to structure the filing fee-related information required in Forms

N-2 and N-14. No commenter specifically addressed the proposed approach for implementing

the filing fee structured data requirement for funds, other than to recommend that we require

funds to use Inline XBRL to tag all filing fee-related information, as proposed. 142 However, we

believe that requiring a consistent approach to the data tagging requirements for similar forms

Form N-14 pay registration fees on Form 24F-2 and will not be subject to these requirements.

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 13. The Commission recently adopted amendments that, among other things, required BDCs to tag their

financial statements using Inline XBRL. See Closed-End Fund Offering Reform, supra note 2.

139

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 (Mar. 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”). Registered closed-end funds and BDCs are also subject to Form N-2’s

cover page tagging requirements. See Closed-End Fund Offering Reform, supra note 2.

140

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. Similarly, a registered closed-end fund or BDC that files a

registration statement on Form N-14 will already be subject to Inline XBRL prospectus disclosure and cover page

structuring requirements.

141

142

See letter from XBRL US.

with the same or similar disclosures will reduce confusion and simplify the process for filers and

Commission staff. Accordingly, in a change from the proposal, we are not adopting the

proposed amendments to Rule 405 or Forms N-2 and N-14. 143 Instead, we are conforming the

structured data requirements for Forms N-2 and N-14 to largely mirror the approach we are

adopting for the Affected Securities Act and Exchange Act Forms and Schedules. Specifically,

we are amending the General Instructions in Forms N-2 and N-14 to require the specified filing

fee exhibits to be submitted as structured data in the manner provided by Rule 408 of Regulation

S-T. 144

Consistent with the views of commenters 145 and the XBRL vendors that one of them

surveyed 146 favoring a pilot program and vendor access to an EDGAR stage-level system for

user acceptance testing, the amendments will permit all filers to file their filing fee-related

information structured in Inline XBRL prior to the compliance date for each category of filers 147

and we will make available a separate filing agent test system, respectively. 148 Filers will be able

to file under the amendments once the EDGAR system has been modified to accept filing feerelated information in Inline XBRL for all fee-bearing documents subject to the amendments,

which is anticipated to be approximately six months before the earliest compliance date. 149

In a change from the proposal, and to facilitate the relocation of the filing fee table from the cover page to an

exhibit, we are amending Rule 405(b)(3)(ii) to remove the reference to “the Calculation of the Registration Fee

table.”

143

144

General Instruction I.4 of Form N-2; General Instruction H.1 of Form N-14.

145

See letters from XBRL US and XBRL US WG.

146

See letter from XBRL US.

147

A filer that voluntarily chooses to structure a filing fee exhibit before its compliance date, will still be free to

structure or not structure its filing fee exhibits until its compliance date.

Filing agents that are enrolled in the EDGAR Testing Program will have the ability to access a separate system

dedicated to testing the filing fee exhibit submission requirements. We expect this test system to be available no

later than six months prior to the compliance date for large accelerated filers.

148

149

One commenter suggested a pilot program of at least six months before the first compliance date, during which

time the EDGAR system is able to successfully accept filings, to identify and resolve unanticipated problems as

Commission staff plans to make the taxonomy for the structured data available close to the time

that the filer agent system is opened for testing. Notice of EDGAR system readiness to accept

filing fee-related information in Inline XBRL will be provided in a manner similar to notices of

taxonomy updates and EDGAR Filer Manual updates. 150 We believe that offering filers the

option to file filing fee-related information using Inline XBRL before the compliance date will

enable filers that are ready to transition to Inline XBRL to begin realizing the benefits of doing

so sooner. We also believe that this option and the filing agent test system will enable vendors

and filing agents 151 used by early adopters to gain valuable expertise that may help facilitate the

transition for filers that transition at a later time. While neither the early compliance option nor

the filing agent test system is a formal pilot program, they should serve much the same purpose

of providing an opportunity to filers, filing agents and the Commission to gain experience with

the technical aspects of the new rules. Filers that do not choose to file filing fee-related

information using Inline XBRL prior to the applicable compliance date will continue to be

required to submit the filing fee-related information in compliance with the then applicable

content and location requirements in the same format as they do currently. 152

We acknowledge a commenter’s recommendation that we issue guidance for filers and

vendors to address all possible scenarios to avoid having filers handle them in different ways. 153

early adopters make submissions. See letter from XBRL US WG. Another commenter stated that the vendors it

surveyed suggested a pilot program of three to 12 months. See letter from XBRL US.

See EDGAR News & Announcements at https://www.sec.gov/filergroup/announcements (retrieved Sept. 25,

2021).

150

151

Some of the vendors surveyed may also be what we refer to as filing agents. See letter from XBRL US.

152

As further discussed in Section II.A.6.c, compliance with the amended filing fee-related information content and

location requirements will be required before compliance with the structuring requirements.

See letter from XBRL US. The commenter asked, in particular, that we clarify how EDGAR will handle

submissions in which some information is structured in Inline XBRL and other information is not. EDGAR will

continue to be able to process submissions with multiple permitted formats. We note in this regard that filing feerelated information currently is not permitted to be submitted in XBRL (whether or not the tags appear separate

from the HTML information as in traditional XBRL or the tags are embedded in the HTML as in Inline XBRL). We

also note that under the final amendments filers will not be permitted to submit filing fee-related information in

153

We believe the amendments, as adopted, provide sufficient details to enable filers to provide the

information in a consistent format. We plan, however, to monitor implementation and may issue

guidance or take other action as needed.

Currently, most types of EDGAR filings, including all of those subject to the filing

fee-related information structuring requirements, are formed outside of Commission filer

websites. Some EDGAR filings, however, such as ownership reports on Forms 3, 154 4, 155 and

5 156 and notices of exempt offerings of securities on Form D 157 may be filed using a Commission

filer website within which the filer can construct and submit these forms. The Commission will

provide filers the option to construct structured filing fee-related information within EDGAR

using a filing fee tagging tool that will include features such as prompts, explanations, and

automated calculations and produce a filing fee exhibit in submission-ready format. 158 This tool

and these features are consistent with a commenter’s suggestion that because the filing feerelated information will be structured, the Commission could add features to improve the

accuracy of calculation and facilitate the process and, as a result, should consider prompting

filers to provide additional required information. 159

traditional XBRL but, rather, only in Inline XBRL. Finally, we note that by the time filers are subject to filing feerelated information structuring requirements, if they also are subject to financial statement information structuring

requirements, they would be required to provide their financial statement information in Inline rather than traditional

XBRL.

154

17 CFR 249.103 and 274.202.

155

17 CFR 249.104 and 274.203.

156

17 CFR 249.105.

157

17 CFR 239.500.

A filer using the tool will, however, remain responsible for its output. A filer can opt to construct its disclosure

without use of the tool as, for example, filers do with respect to Inline XBRL financial statement information.

158

159

See letter from XBRL US.

Scope of Proposed Amendments

Proposed Amendments

The proposed content and structuring amendments described in Sections and II.A.3 and

II.A.4 above would apply to the Affected Securities Act and Exchange Act Forms and

Schedules, statements filed under Rule 13e-1 and Forms N-2, N-5, and N-14. These

amendments would not apply, however, to Forms SF-1, 160 SF-3, 161 S-20, 162 F-6, 163 F-7, 164 F8, 165 and F-80 166 under the Securities Act or foreign government registration statements filed

pursuant to Schedule B of the Securities Act 167 even though all of these are fee-bearing

documents. 168 As the Proposing Release noted, relatively few of these documents are filed with

the Commission and the issuers that file them may not otherwise be subject to Commission

XBRL structuring requirements.

As the Proposing Release also noted, 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. 169 We did not, however, propose to require any ABS issuers to structure filing fee-related

160

17 CFR 239.44.

161

17 CFR 239.45.

162

17 CFR 239.20.

163

17 CFR 239.36.

164

17 CFR 239.37.

165

17 CFR 239.38.

166

17 CFR 239.41.

167

15 U.S.C. 77aa.

As discussed above, we proposed to add row (107) to the exhibit table in Item 601(a) of Regulation S-K and

paragraph (107) to Item 601(b) to 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 and, as a result, require each form to include its filing fee-related information in structured

format. The Proposing Release’s exhibit table rule text inadvertently included, however, check boxes for forms SF1 and SF-3 indicating they would be subject to the structuring requirements. Those errors have been corrected in the

corresponding final rule text of this adopting release.

168

169

Item 7(a) of Part I of each form requires the issuer to disclose the information required by § 229.1111 (Item 1111

information in XML. 170 As further discussed in the Proposing Release and below, we believed

that duplication of information resulting from XML structuring would not contribute to

facilitating the primary benefits of structuring filing fee-related information.

Comments on the Proposed Amendments

As noted above, one commenter addressed the scope of fee-bearing documents that we

proposed to revise and stated that we should structure all fee-bearing documents’ fee information

to enable consistency of preparation and usage. 171

Final Amendments

We are adopting content and structuring amendments that apply to substantially the same

scope of fee-bearing documents as proposed with modifications intended to extend the benefits

of the content amendments and make the benefits of the structuring amendments available to

similar forms. The content and structuring amendments will apply, as proposed, to the Affected

Securities Act and Exchange Act Forms and Schedules, and statements filed under Rule 13e-1.

These amendments will also apply to Forms N-2 and N-14, but, in a change from the proposal,

not to Form N-5.

Consistent with the proposed rules, the amendments will not apply to Forms S-20, F-6, F7, F-8, and F-80 or foreign government registration statements filed pursuant to Schedule B and

the structuring requirement amendments will not apply to Forms SF-1 and SF-3. As noted in the

Proposing Release and above, relatively few of these documents are filed with the Commission

of Regulation AB). 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).

The Commission estimated that during calendar year 2020, 4 of 14 unique filers of at least one Form SF-1 or SF3 were subject to the XML requirement. ABS issuers are not subject to financial statement structuring requirements.

See Inline XBRL Release, supra note 13 at n.6

170

171

See letter from XBRL US.

and the issuers that file them may not otherwise be subject to Commission structuring

requirements. For the same reasons, and in a change from the proposal, we are not adopting the

proposed amendments to Form N-5. 172

Although some ABS issuers already are subject to XML structuring requirements, we are

not adopting amendments to require any ABS issuers to structure filing fee-related information

in XML. A filer structuring filing fee-related information in XML would need to enter it twice –

once in HTML and once in the XML document. 173 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. Presenting filing

fee-related information in Inline XBRL will eliminate the need to enter duplicate filing fee

information and enable the planned removal over time of the duplicate filing fee information

requirements and, as a result, the possibility of inconsistent filing fee information between

different parts of the filing. 174

Due to these factors, we believe that the potential gains from extending the mandated

content and structuring amendments to these documents would not justify the burdens.

In a change from the proposal, however, we are extending the amendments’ content and

location, but not structuring, requirements to Forms SF-1 and SF-3 to conform them to the other

Securities Act forms subject to the amendments. 175 Based on the similarity between Forms SF-1

None of the comment letters we received discussed Form N-5. However, based on staff review of Commission

filings, Form N-5 has only been filed four times since 2005 (and not at all since 2013). Of these, three filings were

submitted by SBICs that are subsidiaries of BDCs and never made a public offering, and the other SBIC deregistered last year. In addition, SBICs are not currently required to use Inline XBRL to tag information on other

Commission forms.

172

173

In contrast, a filer structuring in Inline XBRL need only enter it once in HTML.

174

See supra Section I.

See supra Section II.A.5 for a discussion of extending the content and location requirements to Forms SF-1 and

SF-3.

175

and SF-3 on the one hand, and the other Securities Act forms subject to the amendments on the

other, we believe the conforming amendments will similarly facilitate filing fee determination,

information presentation, and capacity tracking with respect to Forms SF-1 and SF-3.

We acknowledge the comment stating that we should structure all fee-bearing

documents’ fee information to enable consistency of preparation and usage. 176 In order to do

this, we would first have to extend both the content and location amendments to all fee-bearing

documents, not just those that we proposed to amend. Due to the factors stated above, we

believe that the potential gains from extending these amendments to the additional forms would

not justify the burdens. We also believe, however, that because we are extending the content and

location requirements to Forms SF-1 and SF-3, we should permit these filers to obtain the

benefits of structuring the filing fee-related information if they choose and are revising the

proposal to do so. 177

Transition Period

Proposed Amendments

The Commission proposed to phase in the structuring requirements over time but

otherwise require compliance upon effectiveness of the rules. As proposed, filers would be

categorized into large accelerated filers, accelerated filers and all other filers (including all

investment companies filing registration statements on Forms N-2, N-5, and N-14) and required

to comply with the structuring requirements beginning with filings submitted on or after 18, 30,

and 42 months after the requirements’ effectiveness, respectively. 178 As further discussed in the

176

See letter from XBRL US.

177

See Item 14(b) of Forms SF-1 and SF-3.

For purposes of these transition provisions, the terms “large accelerated filer” and “accelerated filer” are defined

in § 240.12b-2 (Exchange Act Rule 12b-2). Rule 12b-2 defines a large accelerated filer as an issuer that as of

specified times has an aggregate public float over $700 million, has been subject to Exchange Act reporting

requirements for at least a year, has filed at least one Exchange Act annual report and is not able to use certain

“smaller reporting company” provisions. Rule 12b-2 similarly defines accelerated filer but with a public float

between $75 million and $700 million.

178

Proposing Release, this approach was intended to facilitate the transition of filers to the

structuring requirements that would apply to filing fees and related information.

Comments on the Proposed Amendments

One commenter, on its own behalf and on behalf of XBRL vendors it surveyed,

addressed the proposed phase-in. 179

The commenter reported that the vendors were split on whether first-time XBRL filers

should have a longer phase-in, as well as the value of a phase-in for smaller reporting companies.

It stated that some vendors thought a phase-in for first-time XBRL filers was unnecessary due to

cost and burden reductions over time, marketplace developments and adequate filer resources

while others thought these filers should have more time to identify appropriate resources and

gain an internal skillset. It further stated that a slight majority of vendors favored a phase-in for

smaller reporting companies based on their relatively limited resources while the rest opposed

one, citing lowered XBRL burden in general, the fact that smaller reporting companies will be

reporting in Inline XBRL anyway by the time filing fee structuring is in place, that filing fee

tagging would be a minor addition and providing a single compliance date for all companies

would reduce confusion for filers, vendors and data users.

The commenter stated that investment companies that have not previously filed XBRL

should have additional time to transition and cited a need to develop XBRL preparation tools and

become knowledgeable about the XBRL process.

Finally, the commenter stated that that non-XBRL filers may have more significant

challenges the first time they file their EDGAR submissions in XBRL format. The commenter

reported that a majority of the vendors indicated that filers may need to engage additional

departments such as legal and compliance, and one vendor stated that, if an error is identified by

179

See letter from XBRL US.

the issuer in the fee or fee calculation table, it may be necessary for the issuer to undertake an

internal approval process because the error could not be corrected simply by re-entering

information in the submission header.

Final Amendments

We are adopting a phase-in period but modifying some of the proposed phase-in

categories and compliance dates. As proposed, we are phasing in the requirements over time

starting with large accelerated filers. In a change from the proposal, we are delaying their

compliance date from 18 to 30 months after the requirements’ effectiveness. Similarly, in a

change from the proposal, we are delaying the compliance date for accelerated filers from 30 to

42 months after the requirements’ effectiveness. As a result of delaying the compliance date for

accelerated filers, they will fall within the same category as investment companies that file

registration statements on Forms N-2 and N-14 and all other filers. We are adopting these delays

because of the required system development’s breadth and technical complexity and to provide

additional time for filers to have the option to structure their filing fee exhibits before being

required to do so and for filing agents to test the system. Consequently, the structuring

requirements will be phased in over time as follows but compliance with the other requirements

will be mandatory upon the requirements’ effectiveness:

Filer

Large accelerated filers

Accelerated filers, certain investment

companies that file registration statements

on Forms N-2 and N-14, and all other

filers

Compliance Date 180

Filings submitted on or after 30 months

after the requirements’ effectiveness (July

31, 2024).

Filings submitted on or after 42 months

after the requirements’ effectiveness (July

31, 2025).

The requirement to structure filing fee exhibits in filings submitted on or after the relevant compliance date

applies regardless of whether previous related filings were submitted prior to the compliance date and did not

contain a structured filing fee exhibit. For example, if a filer initially filed a registration statement on Form S-1

without a structured filing fee exhibit before its compliance date and filed a pre-effective amendment registering

180

Consistent with the Proposing Release, we believe that this approach will facilitate the

transition of filers to the structuring requirements that will 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. 181 Because any fixed cost of

initial transition will disproportionately burden smaller filers, this approach will 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 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. We recognize that divergent views on the phase-in

were expressed in the comments, with some favoring and others opposed to more time for firsttime XBRL filers and for smaller reporting companies. We believe that the phase-in process will

provide an appropriate time for filers to transition and is unlikely to cause significant confusion.

Finally, as noted above, filers will be permitted to file the structured information prior to

the compliance date for their category.

Fee Payment Process

Proposed Amendments

The Commission proposed to amend Rule 202.3a (“Rule 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

additional securities after that date, the filer will be required to structure the filing fee exhibit in that pre-effective

amendment. Similarly, if a shelf registration statement was filed on Form S-3 without a structured filing fee exhibit

that went effective before the filer’s compliance date and the filer then filed a related prospectus under Rule 424(b)

with a filing fee exhibit after the filer’s compliance date, the filer must structure the filing fee exhibit. Also

similarly, if a Schedule TO was filed without a structured filing fee exhibit before the filer’s compliance date and the

filer then filed an amendment to the Schedule TO to increase the transaction value after the filer’s compliance date,

the amended Schedule TO must include a structured filing fee exhibit.

All domestic and foreign operating company filers subject to financial statement XBRL requirements will be

phased in to the Inline XBRL requirements for this information by the time they will be required to comply with the

adopted filing fee-related information structuring requirements. For the related phase-in schedule, see Inline XBRL

Release, supra note 13.

181

filing fees via ACH. 182 The Commission also proposed to eliminate the option for payment of

these fees via paper checks and money orders.

Currently, filing fees are paid through the U.S. Treasury designated lockbox depository

and may be paid by wire transfer, paper check, or money order. 183 Under the proposed

amendments, filers would have two payment options: wire transfer or ACH. 184 As we noted in

the Proposing Release, paying by ACH would typically provide a lower cost alternative to wire

payment and require information that would reduce the need for manual re-routing of filing fee

payments. Eliminating the options to pay filing fees by paper check or money order would

impose very little burden on filers in the aggregate because they have been little used, 185 filers

who use the remaining options would have a more efficient process, and the switch also would

lower Commission processing costs.

We believed that, overall, these amendments would increase efficiency and reduce

burdens in processing filing fee payments. 186

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.

182

The Proposing Release discussed the challenges the Commission understood that foreign filers may have with

paying by wire transfer or ACH. The Commission noted, among other challenges, that foreign filers often use the

“SWIFT” code transfer system, but the Commission’s bank does not accept it. 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://www.swift.com/search?keywords=BIC&search-origin=result_search (retrieved Sept. 25, 2021). We discuss

the challenges more fully below.

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.

183

184

A filing fee is paid via ACH by electronically transferring funds from a checking or savings account. See How

Direct Payments Work at https://www.nacha.org/content/how-direct-payment-works (retrieved Sept. 25, 2021). For

example, a consumer initiating a payment through a bank account to pay a debt is making a payment via ACH.

The Proposing Release noted that 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.

185

The Proposing Release’s rule and form amendment text inadvertently included a revision to Rule 202.3a(c). We

did not intend to change that paragraph.

186

Comments on the Proposed Amendments

Commenters generally favored the proposed amendments to add the ACH option, but

presented mixed views on the proposed amendments to eliminate the paper check option.

The commenters that generally favored the proposed amendments to add the ACH

option 187 cited the following reasons, among others, and expressed related observations 188 and

suggestions:

•

Network security, 189 reliability190 and wide availability; 191

•

Improved efficiency192 and accuracy; 193

•

Current use by public companies and the Federal Government; 194 and

•

Standard practice in other contexts for many years. 195

Some of these commenters stated that the Commission should, for a fee, accept debit and

credit cards for filing fee payments and, thereby, provide an alternative for foreign issuers. 196

One commenter cited as a reason the Commission’s bank’s inability to accommodate SWIFT. 197

One of these commenters further stated that the Commission should:

•

Specify Pay.gov rather than ACH in regulatory text so the Commission can

See letters from James J. Angel, Associate Professor of Finance, McDonough School of Business, Georgetown

University (Oct. 30, 2019) (“Angel”); Jones; Jeff LaBerge (Jan. 17, 2020) (“LaBerge”); Nash Larson (Nov. 10,

2019) (“Larson”); Martinez; and National Automated Clearing House Association (Feb. 21, 2020) (“NACHA”).

187

These commenters observed that ACH payments are not instant and only operate on banking days (see letters

from Angel and LaBerge); and the same day ACH payment maximum referenced in proposed Rule 3a as $25,000

would become $100,000 as of March 20, 2020 (see letter from NACHA).

188

189

See letters from Jones (more secure than paper checks and money orders) and NACHA.

190

See letter from NACHA.

191

See letter from NACHA.

192

See letters from Jones, Larson, and NACHA.

193

See letters from Jones and Martinez.

194

See letter from NACHA.

195

See letter from Jones.

196

See letters from Angel, LaBerge, and Larson.

197

See letter from LaBerge.

accommodate new payment technologies in the future without engaging in additional

rulemaking; and

•

Consider integrating into its payment system the ISO20022 tool, which the

commenter described as an XML-based messaging standard that allows better

straight-through processing. 198

Three commenters addressed the proposed amendments to eliminate paper checks and

money orders. One commenter expressly favored the proposed elimination of paper checks and

money orders, citing improved payment certainty, efficiency and processing by facilitating

lower-cost easily routable payments through the ACH Network as well as improved security. 199

Another commenter stated that the Commission should consider that some foreign entities may

want to pay by check because the Commission’s bank is unable to accommodate SWIFT. 200

Finally, one commenter suggested that the Commission keep the paper check option until filers

no longer use it. 201

Final Amendments

We are adopting the amendments substantially as proposed, but with modifications in

response to comments received and clarified processing information and to otherwise improve

them. Consistent with the proposal, we are adopting amendments to 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. 202 Also consistent with the proposal, we are adopting

198

See letter from Angel.

199

See letter from NACHA.

200

See letter from LaBerge.

201

See letter from Jenna Wilson (Jan. 1, 2020) (“Wilson”).

As proposed, the final amendments also will revise Rule 13 under Regulation S-T to reflect the fact that

payments will be permitted via ACH.

202

In a change from our proposed amendments to Rule 0-8, we are adding “filing” to the title and text, consistent with

amendments to eliminate the option for payment of these fees via paper checks and money

orders. Finally, in changes from the proposal, we also are adding the options for payment of

filing fees by debit or credit card, clarifying where to access the ACH payment option, and

replacing the reference to same day settlement for ACH with a reference to payments expected to

become available to the Commission within one to three business days. 203

As previously noted, 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. The

amendments that we are adopting will simultaneously add the option for filing fee payment via

ACH and debit and credit cards, and eliminate the option for filing fee payment via paper checks

and money orders on May 31, 2022. 204 Under the final amendments, filers will have four

payment options: wire transfer, ACH, and debit and credit cards.

Pay.gov will not require a processing fee for ACH payments, and thus, will typically

provide a lower cost alternative to wire payment. 205 At the same time, ACH payments will

require fields—including the CIK field used to identify EDGAR filers—in the specified proper

format and, as a result, reduce the need for manual re-routing of filing fee payments. 206 To

Rules 111 and 0-9. In addition, we are not amending Item 9 of Form 24F-2 to replace “Mail or other means” with

“ACH” as a registration fee delivery option, as proposed. Instead, we are eliminating Item 9 of current Form 24F-2

in its entirety. We are making this change to avoid unnecessary duplication, since the payment information that

Item 9 currently requires is also required in the header. This approach is also consistent with the other fee-bearing

forms subject to this rulemaking, which only require this type of payment information in the header. In a

conforming change, we are retitling and revising Instruction E of Form 24F-2 to remove the reference to Item 9. In

another conforming change, we are renumbering Item 10 of current Form 24F-2 which will become Item 9 of

amended Form 24F-2.

In a change from the proposal, we also are adding references to debit and credit cards to Securities Act Rule 111,

Exchange Act Rule 0-9, and Investment Company Act Rule 0-8. The proposed rule text inadvertently deleted

references to § 230.110(d) (Securities Act Rule 110(d)) from the heading and introductory text of Rule 202.3a(c).

The error has been corrected in the final rule text in this adopting release.

203

204

A delay is required before the simultaneous addition and deletion to put the necessary arrangements in place.

205

An issuer’s financial institution, however, could separately impose a fee on the issuer.

The Commission will neither obtain nor retain any personally identifiable information (i.e., banking or routing

information) from filers using the ACH payment method.

206

maintain flexibility regarding our choice of payment processing providers and reflect the initial

step required to make payment, the final rules reference accessing the ACH payment option

through EDGAR rather than through Pay.gov. 207 Consistent with existing arrangements the

Commission has with the U.S. Treasury, however, we will use the U.S. Treasury’s Pay.gov

service to process ACH payments. 208 While, in the banking system, ACH payments generally

are eligible for same day settlement except when they involve amounts above $100,000 209 or

international transactions, 210 based on clarification received, we expect ACH payment processing

via Pay.gov will result in one to three business day settlement rather than same day settlement

where otherwise available in the banking system. 211 Consequently, we are modifying proposed

Note 1 to paragraph (b) of Rule 3a to replace the reference to same day settlement for ACH with

a reference to expecting funds to be available to the Commission within one to three business

days. 212

Consistent with commenters’ suggestions, 213 in a change from the proposal, we are

adding the options for payment of filing fees by debit or credit card. 214 We believe that filers

may find these additional options, accessible through EDGAR, useful and they are consistent

207

See Rule 202.3a(b)(2).

208

Pay.gov will be available through EDGAR.

209

Proposed Rule 3a referenced $25,000 rather than $100,000. A commenter pointed out the post-proposal increase.

See letter from NACHA.

In the same day settlement context, the term “international transactions” means transactions involving a foreign

payor that uses a U.S. bank account.

210

211

We also expect Pay.gov service use will result in a per transaction ACH payment limit of $99,999,999.99.

212

Once funds become available to the Commission through its bank, e.g., upon settlement of a check, the funds are

posted to the filer’s account and, as a result, are available for filing fee payment. Check and money order payments

generally are, and ACH payments are expected to be, posted to filer accounts once a day. Wire payments generally

are posted to filer accounts every five minutes between 6:30 a.m. and 6:30 p.m., Washington, D.C. time. Debit and

credit card payments are expected to be posted to filer accounts every fifteen minutes when EDGAR is available.

213

See letters from Angel, LaBerge, and Larson.

We will neither obtain nor retain any personally identifiable information (i.e., debit or credit card numbers,

expiration dates or card security codes) from filers using the debit and credit card payment methods.

214

with efficient processing. 215 Also consistent with existing arrangements the Commission has

with the U.S. Treasury, we will use the U.S. Treasury’s Pay.gov service to process debit and

credit card payments for each brand it supports. 216 As a result, each

•

debit and credit card must be issued by a U.S. financial institution;

•

debit card may be used to pay up to the amount of the funds available in the filer’s

related account; and

•

credit card is subject to a daily and per filing fee payment limit under $25,000.

While these commenters also suggested we accept debit and credit cards for a fee, we do

not anticipate a fee will be charged for use of the payment system but it is possible the debit or

credit card issuer will charge a fee that would not be imposed through Pay.gov. Similar to wire

transfers and ACH payments, debit and credit card payments are not instantaneous and the

related funds will not be available for filing fee payment until the Commissions receives them. 217

In general, debit and credit card payments are expected to be available to the Commission the

next business day and within 24 hours of the transaction, respectively. Consequently, filers

should time their payments and filings accordingly. Similar to ACH payments, debit and credit

card payments will go through validation with respect to the filer’s CIK number to reduce the

risk of posting the payment to the wrong account.

We decline to follow one commenter’s suggestion that we specify Pay.gov rather than

ACH in the regulatory text.218 We understand that wire transfers cannot be done through

The debit and credit card payment methods, similar to the ACH payment method, will have less need for manual

re-routing because a filer must provide a CIK number that EDGAR will validate. These methods also will be more

efficient than the currently permitted check and money order payment methods for which a filer must obtain the

check or money order from a financial institution or the United States Postal Service and send a hard copy to the

Commission’s bank.

215

Pay.gov currently supports MasterCard and Visa debit cards. It also currently supports the following credit

cards: American Express, Discover-branded, MasterCard, and Visa.

216

217

See Note 1 to paragraph (b) of Rule 3a.

218

See letter from Angel.

Pay.gov and we do not wish to exclusively specify Pay.gov or any other specific avenue through

which to process payments to maintain flexibility in that regard.

We do, however, plan to follow the commenter’s suggestion that we consider integrating

into our payment system the ISO20022 standard, which the commenter described as an XMLbased messaging standard that allows better straight-through processing. 219 We expect to

consider this feature, among others, as we develop the payment system.

Eliminating the options for filers to pay filing fees by paper check or money order will

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 filing fee payments the

Commission receives. 220 Filers who switch from checks to wire, ACH or debit or credit card

payments will have more efficient and accurate processing. The switch away from checks also

will lower Commission processing costs, in part by eliminating the Commission’s need to

maintain a separate lockbox to process these payments. Consistent with one commenter’s

suggestion, we have considered that, as discussed further below, some foreign entities may want

to pay by check because the Commission’s bank is unable to accept SWIFT. 221 We have

concluded, however, that adding debit and credit card options, as the commenter also suggested

that we do for the same reason, coupled with the wire transfer and ACH options and de minimis

use of checks, warrant eliminating the check option. For the same reasons, we decline to follow

a commenter’s suggestion to keep the check option until filers no longer use it. 222

As discussed briefly above, we understand that foreign filers sometimes have difficulty

paying by wire transfer and will not be able to pay by ACH unless they have a U.S. bank

219

See letter from Angel.

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 years ended Sept. 30, 2019 and 2020.

220

221

See letter from LaBerge.

222

See letter from Wilson.

account. Foreign filers sometimes encounter issues when paying filing fees using wire transfers.

These issues usually are caused by differences in the way wire transfers are processed in the U.S.

compared to the filer’s home jurisdiction. Foreign filers often use the SWIFT code transfer

system but our U.S.-based bank does not accept it. 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. Under the final amendments, however, foreign (and other) filers also

will have the ability to pay by debit or credit card, giving foreign filers more payment options

and consistent with comments received. 223

Overall, we believe that the final amendments will increase efficiency and reduce

burdens in processing filing fee payments.

Fee Offset Amendment

Proposed Amendment

We proposed to permit registrants to reallocate previously paid filing fees between two or

more classes of securities included on a registration statement, prior to effectiveness, in reliance

on Rule 457(b). As proposed, the reallocation would be available in cases in which 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, subject to

further limitations more fully described in the Proposing Release. In addition, the proposed

amendment would put filers not relying on Rule 457(o) on a more equal footing with filers

relying on Rule 457(o) with respect to whether additional fees would be required given changes

See letter from LaBerge (citing our bank’s inability to accommodate SWIFT as reason to provide the debit and

credit card option). As also noted above, however, a debit or credit card must be issued by a U.S. financial

institution.

223

in the relative composition of securities to be offered.

Comments on the Proposed Amendment

No commenter addressed the proposed filing fee offset amendment.

Final Amendment

We are adopting the filing fee offset amendment substantially as proposed to permit

registrants to reallocate previously paid filing fees between two or more classes of securities

included on a registration statement, prior to effectiveness. 224 Specifically, the final amendment

provides that, as proposed, 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, in a pre-effective amendment,

calculate the total filing fee due based on the then-current expected offering amounts, offering

prices, and filing fee rates, and rely on Rule 457(b) to apply, as a credit against the current total

filing fee due, the amounts previously paid in connection with the registration statement. In a

change from the proposal, the final amendments extend the application of this offset procedure to

where the registrant adds one or more new classes of securities at the same time it decreases the

amount registered of one or more other classes on the same registration statement regardless of

whether the registrant simultaneously increases the amount registered of one or more other

classes on the same registration statement. The offset procedure will not, however, be available

The final amendment is generally consistent with, but goes beyond, previous staff interpretive guidance on

reallocating filing fees in connection with pre-effective amendments. See 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 Filing Fee

Tables 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.

224

only to decrease or only to increase the amount of any class of registered securities, or only to

add one or more classes of securities to the registration statement. We are extending the

application because we see no reason to distinguish between increases involving alreadyregistered and new classes.

Currently, registrants that rely on Rule 457(o) to calculate required filing fees need only

pay a filing 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 filing fee table combined. Rule

457(a), on the other hand, requires a registrant to pay an additional filing fee with any preeffective amendment in which the registrant seeks to increase the amount of any class of

securities to be offered or add one or more classes of securities to be offered, and prohibits

refunds once a registration statement is filed. Accordingly, Rule 457(a) would require a

registrant (i) increasing the amount of securities registered of one class or adding a class of

sec

This text is long and has been trimmed here. Open the source document for the complete record.

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.