

[Federal Register: February 1, 2008 (Volume 73, Number 22)]
[Rules and Regulations]               
[Page 6011-6014]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr01fe08-3]                         

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 202, 230, 240, 260, and 270

[Release Nos. 33-8885, 34-57218, 39-2452, IC-28137]

 
Amendment of Procedures for Payment of Fees

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission is amending its 
procedures for payment of fees imposed under the federal securities 
laws to update the procedures and reflect the designation of U.S. Bank, 
N.A. (``U.S. Bank'') as the

[[Page 6012]]

Commission's U.S. Treasury Department (``Treasury'') designated lockbox 
depository.

DATES: Effective Date: February 1, 2008.

FOR FURTHER INFORMATION CONTACT: Kenneth Johnson, (202) 551-4306, Chief 
Management Analyst, Office of the Executive Director; Stephen Jung, 
(202) 551-5162, Assistant General Counsel, Office of the General 
Counsel; Michael Bloise, (202) 551-5116, Senior Counsel, Office of the 
General Counsel, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549.

SUPPLEMENTARY INFORMATION: The Commission is amending rule 3a [17 CFR 
202.3a] of its Informal and Other Procedures, rule 111 [17 CFR 230.111] 
under the Securities Act of 1933 (``Securities Act''),\1\ rule 0-9 [17 
CFR 240.0-9] under the Securities Exchange Act of 1934 (``Exchange 
Act''),\2\ rule 7a-10 [17 CFR 260.7a-10] under the Trust Indenture Act 
of 1939 (``Trust Indenture Act''),\3\ and rule 0-8 [17 CFR 270.0-8] 
under the Investment Company Act of 1940 (``Investment Company 
Act'').\4\
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    \1\ 15 U.S.C. 77a.
    \2\ 15 U.S.C. 78a.
    \3\ 15 U.S.C. 77aaa.
    \4\ 15 U.S.C. 80a.
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I. Discussion

    The federal securities laws impose a number of fees.\5\ Many of 
these fees currently are transmitted to a Treasury designated lockbox 
depository. Mellon Bank, N.A. (``Mellon'') currently serves as this 
lockbox depository. As of February 4, 2008, the responsibility for 
providing lockbox depository services to Treasury will switch from 
Mellon to U.S. Bank. Mellon is referenced in payment instructions 
appearing in rule 3a [17 CFR 202.3a] of the Commission's Informal and 
Other Procedures and rule 111 [17 CFR 230.111] under the Securities 
Act. The Commission is amending these rules to reflect the change in 
depository institutions.
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    \5\ See, e.g., section 6(b) of the Securities Act, sections 
13(e), 14(g), and 31 of the Securities Exchange Act and section 
24(f) of the Investment Company Act.
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    The Commission also is amending rule 111 [17 CFR 230.111] under the 
Securities Act, rule 0-9 [17 CFR 240.0-9] under the Exchange Act, and 
rule 0-8 [17 CFR 270.0-8] under the Investment Company Act to clarify 
that payment of fees pursuant to these rules may be made by wire 
transfer, as well as by certified check, bank cashier's check, United 
States postal money order, or bank money order, and to eliminate the 
option of making payment by cash or personal check.
    In addition, the Commission is amending rule 3a [17 CFR 202.3a] of 
its Informal and Other Procedures, which governs the payment of filing 
fees under the Securities Act, Exchange Act, and Investment Company 
Act. The revised rule updates the instructions for payment of filing 
fees to the Treasury designated lockbox depository, as discussed above. 
It also eliminates outdated procedures for the payment of filing fees, 
such as payment by hand delivery, payment by mail directly to the 
Commission's headquarters in Washington, DC, the use of Form ID to 
update a filer's address, and the distinction between ``restricted'' 
and ``unrestricted'' fees. In addition, the revised rule incorporates 
the special instructions for payment of filing fees for rule 462(b) and 
rule 110(d) filings previously included in rule 111 [17 CFR 230.111] 
under the Securities Act.
    An explanatory note also is added to rule 3a [17 CFR 202.3a] with 
respect to filing fee accounts. A filing fee account is maintained for 
each filer who submits a filing requiring a fee on the Commission's 
EDGAR system or who submits funds to the Treasury designated lockbox 
depository in anticipation of paying a filing fee. The note explains 
that, under current law, the deposit of money into a filing fee account 
does not constitute payment of a filing fee. Payment of the filing fee 
occurs at the time the filing is made, commensurate with the drawing 
down of the balance of the filing fee account.
    Finally, the Commission is removing references in its regulations 
to the payment of fees under the Trust Indenture Act, since fees that 
were imposed under that Act were repealed by the Investor and Capital 
Markets Fee Relief Act.\6\
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    \6\ Pub. L. No. 107-123; 115 Stat. 2930 (2002).
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II. Administrative Procedure Act and Other Administrative Laws

    The Commission has determined that these amendments to its rules 
relate solely to the agency's organization, procedure, or practice. 
Therefore, the provisions of the Administrative Procedure Act (``APA'') 
regarding notice of proposed rulemaking and opportunity for public 
participation are not applicable.\7\ The APA also requires publication 
of a rule at least 30 days before its effective date unless the agency 
finds otherwise for good cause.\8\ Since the Commission's Treasury 
designated lockbox depository will change on February 4, 2008, we find 
that immediate effectiveness of these amendments will clarify the 
obligations of payors and prevent the confusion that might otherwise 
occur if the Commission's rules are not amended contemporaneously. 
Consequently, we find there is good cause for the amendments to take 
effect immediately upon publication in the Federal Register. For the 
same reasons, and because these amendments do not substantially affect 
the rights or obligations of non-agency parties, the provisions of the 
Small Business Regulatory Enforcement Fairness Act are not 
applicable.\9\ In addition, the provisions of the Regulatory 
Flexibility Act, which apply only when notice and comment are required 
by the APA or other law, are not applicable.\10\ Finally, these 
amendments do not contain any collection of information requirements as 
defined by the Paperwork Reduction Act of 1995, as amended.\11\
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    \7\ 5 U.S.C. 553(b).
    \8\ 5 U.S.C. 553(d)(3).
    \9\ 5 U.S.C. 804.
    \10\ 5 U.S.C. 601-12.
    \11\ 44 U.S.C. 3501-20.
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III. Cost-Benefit Analysis

    The Commission is sensitive to the costs and benefits imposed by 
its rules. The rule amendments the Commission is adopting today amend 
the Commission's rules to reflect a change of the Commission's Treasury 
designated lockbox depository and to update the procedures for payment 
of fees required under the securities laws. The Commission does not 
believe that the rule amendments will impose any costs on non-agency 
parties, or that if there are any such costs, they are negligible.

IV. Consideration of Burden on Competition

    Section 23(a)(2) of the Exchange Act requires the Commission, in 
making rules pursuant to any provision of the Exchange Act, to consider 
among other matters the impact any such rule would have on competition. 
Section 2(c) of the Investment Company Act requires the Commission to 
give the same consideration in making rules under the Investment 
Company Act. The Commission does not believe that the amendments that 
the Commission is adopting today will have any impact on competition.

V. Statutory Basis

    The Commission is adopting amendments pursuant to sections 6(b) and 
19 of the Securities Act, sections 13(e), 14(g), 23, and 31 of the 
Exchange Act, section 319 of the Trust Indenture Act, and sections 
24(f) and 38 of the Investment Company Act.

[[Page 6013]]

VI. Text of Final Amendments

List of Subjects

17 CFR Part 202

    Administrative practice and procedure, Securities.

17 CFR Part 230

    Reporting and recordkeeping requirements, Securities.

17 CFR Part 240

    Brokers, Reporting and recordkeeping requirements, Securities.

17 CFR Part 260

    Reporting and recordkeeping requirements, Securities, Trusts and 
Trustees.

17 CFR Part 270

    Investment companies, Reporting and recordkeeping requirements, 
Securities.


0
In accordance with the foregoing, 17 CFR, Chapter II of the Code of 
Federal Regulations is amended as follows:

PART 202--INFORMAL AND OTHER PROCEDURES

0
1. The authority citation for part 202 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77s, 77t, 78d-1, 78u, 78w, 78ll(d), 79r, 
79t, 77sss, 77uuu, 80a-37, 80a-41, 80b-9, 80b-11, 7202 and 7211 et 
seq., unless otherwise noted.
* * * * *

0
2. Section 202.3a is revised to read as follows:


Sec.  202.3a  Instructions for filing fees.

    (a) General instructions for remittance of filing fees. Payment of 
filing fees specified by the following sections shall be made according 
to the directions listed in this section: Sec.  230.111 of this 
chapter, Sec.  240.0-9 of this chapter, and Sec.  270.0-8 of this 
chapter. All such fees are to be paid through the U.S. Treasury 
designated lockbox depository and may be paid by wire transfer, 
certified check, bank cashier's check, United States postal money 
order, or bank money order pursuant to the specific instructions set 
forth in paragraph (b) of this section. Personal checks will not be 
accepted for payment of fees. To ensure proper posting, all filers must 
include their Commission-assigned Central Index Key (CIK) number (also 
known as the Commission-assigned registrant or payor account number) on 
fee payments. If a third party submits a fee payment, the fee payment 
must specify the account number to which the fee is to be applied.
    (b) Instructions for payment of filing fees. Except as provided in 
paragraph (c) of this section, these instructions provide direction for 
remitting fees specified in paragraph (a) of this section. You may 
contact the Fee Account Services Branch in the Office of Financial 
Management at (202) 551-8989 for additional information if you have 
questions.
    (1) Instructions for payment of fees by wire transfer (FEDWIRE). 
U.S. Bank, N.A. in St. Louis, Missouri is the U.S. Treasury designated 
lockbox depository and financial agent for Commission filing fee 
payments. The hours of operation at U.S. Bank are 8:30 a.m. to 6 p.m. 
Eastern time for wire transfers. Any bank or wire transfer service may 
initiate wire transfers of filing fee payments through the FEDWIRE 
system to U.S. Bank. A filing entity does not need to establish an 
account at U.S. Bank in order to remit filing fee payments.
    (i) To ensure proper credit and prompt filing acceptance, in all 
wire transfers of filing fees to the Commission, you must include:
    (A) The Commission's account number at U.S. Bank (152307768324); 
and
    (B) The payor's CIK number.
    (ii) You may refer to the examples found on the Commission's Web 
site at http://www.sec.gov for the proper format.

    (2) Instructions for payment of fees by check or money order. To 
remit a filing fee payment by check (certified or bank cashier's check) 
or money order (United States postal or bank money order), you must 
make it payable to the Securities and Exchange Commission, omitting the 
name or title of any official of the Commission. On the front of the 
check or money order, you must include the Commission's account number 
(152307768324) and CIK number of the account to which the fee is to be 
applied. U.S. Bank does not accept walk-in deliveries by individuals. 
You must mail checks or money orders to the following U.S. Bank 
addresses:
    (i) Remittances through the U.S. Postal Service must be sent to the 
following address:Securities and Exchange Commission, P.O. Box 979081, 
St. Louis, MO 63197-9000.
    (ii) The following address can be used for remittances through 
other common carriers:U.S. Bank, Government Lockbox 979081, 1005 
Convention Plaza, SL-MO-C2-GL, St. Louis, MO 63101.

    Note to paragraph (b). Wire transfers are not instantaneous. The 
time required to process a wire transfer through the FEDWIRE system, 
from origination to receipt by U.S. Bank, varies substantially. 
Specified filings, such as registration statements pursuant to 
section 6(b) of the Securities Act of 1933 that provide for the 
registration of securities and mandate the receipt of the 
appropriate fee payment upon filing, and transactional filings 
pursuant to the Securities Exchange Act of 1934, such as many proxy 
statements involving extraordinary business transactions, will not 
be accepted if sufficient funds have not been received by the 
Commission at the time of filing. You should obtain from your bank 
or wire transfer service the reference number of the wire transfer. 
Having this number can greatly facilitate tracing the funds if any 
problems occur. If a wire transfer of filing fees does not contain 
the required information in the proper format, the Commission may 
not be able to identify the payor and the acceptance of filings may 
be delayed. To ensure proper credit, you must provide all required 
information to the sending bank or wire transfer service. Commission 
data must be inserted in the proper fields. The most critical data 
are the Commission's account number at U.S. Bank and the Commission-
assigned account number identified as the CIK number.

    (c) Special instructions for Sec. Sec.  230.462(b) and 230.110(d) 
of this chapter. Notwithstanding paragraphs (a) and (b) of this 
section, for registration statements filed pursuant to Sec. Sec.  
230.462(b) and Sec.  230.110(d) of this chapter, payment of filing fees 
for the purposes of this section may be made by:
    (1) The registrant or its agent instructing its bank or a wire 
transfer service to transmit to the Commission the applicable filing 
fee by a wire transfer of such amount from the issuer's account or its 
agent's account to the U.S. Treasury designated lockbox depository as 
soon as practicable, but no later than the close of the next business 
day following the filing of the registration statement; and
    (2) The registrant submitting with the registration statement at 
the time of filing a certification that:
    (i) The registrant or its agent has so instructed its bank or a 
wire transfer service;
    (ii) The registrant or its agent will not revoke such instructions; 
and
    (iii) The registrant or its agent has sufficient funds in such 
account to cover the amount of such filing fee.

    Note to paragraph (c). Such instructions may be sent on the date 
of filing the registration statement after the close of business of 
such bank or wire transfer service, provided that the registrant 
undertakes in the certification sent to the Commission with the 
registration statement that it will confirm receipt of such 
instructions by the bank or wire transfer service during regular 
business hours on the following business day.

    (d) Filing fee accounts. A filing fee account is maintained for 
each filer who submits a filing requiring a fee on the

[[Page 6014]]

Commission's EDGAR system or who submits funds to the U.S. Treasury 
designated depository in anticipation of paying a filing fee. Account 
statements are regularly prepared and provided to account holders. 
Account holders must maintain a current account address with the 
Commission to ensure timely access to these statements.

    Note to paragraph (d). The deposit of money into a filing fee 
account does not constitute payment of a filing fee. Payment of the 
filing fee occurs at the time the filing is made, commensurate with 
the drawing down of the balance of the fee account.

    (e) Return of funds from inactive accounts. Funds held in any 
filing fee account in which there has not been a deposit, withdrawal or 
other adjustment for more than 180 calendar days will be returned to 
the account holder, and account statements will not be sent again until 
a deposit, withdrawal or other adjustment is made with respect to the 
account. Filers must maintain a current account address to assure the 
timely return of funds. It may not be possible to return funds from 
inactive accounts if the Commission is unable to identify a current 
account address of an account holder after making reasonable efforts to 
do so.

    Note to paragraph (e). A company must update its account and 
other addresses using the EDGAR Web site. This method ensures data 
integrity and the timeliest update. Simply changing an address in 
the text of the cover page of a filing made on the EDGAR system will 
not be sufficient to update the Commission's account address 
records.

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
3. The authority citation for part 230 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 
77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78t, 78w, 
78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, 
unless otherwise noted.
* * * * *

0
4. Section 230.111 is revised to read as follows:


Sec.  230.111  Payment of fees.

    All payments of fees for registration statements under the Act 
shall be made by wire transfer, or by certified check, bank cashier's 
check, United States postal money order, or bank money order payable to 
the Securities and Exchange Commission, omitting the name or title of 
any official of the Commission. There will be no refunds. Payment of 
fees required by this section shall be made in accordance with the 
directions set forth in Sec.  202.3a of this chapter.

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

0
5. The authority citation for part 240 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 
78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 
80b-11, and 7201 et seq.; and 18 U.S.C. 1350, unless otherwise 
noted.
* * * * *

0
6. Section. 240.0-9 is revised to read as follows:


Sec.  240.0-9  Payment of fees.

    All payment of fees shall be made by wire transfer, or by certified 
check, bank cashier's check, United States postal money order, or bank 
money order payable to the Securities and Exchange Commission, omitting 
the name or title of any official of the Commission. Payment of filing 
fees required by this section shall be made in accordance with the 
directions set forth in Sec.  202.3a of this chapter.

PART 260--GENERAL RULES AND REGULATIONS, TRUST INDENTURE ACT OF 
1939

0
7. The authority citation for part 260 continues to read as follows:

    Authority: 15 U.S.C. 77eee, 77ggg, 77nnn, 77sss, 78ll(d), 80b-3, 
80b-4, and 80b-11.


Sec.  260.7a-10  [Removed]

0
8. Section 260.7a-10 is removed.

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

0
9. The authority citation for part 270 continues to read in part as 
follows:

    Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, and 80a-
39, unless otherwise noted.
* * * * *

0
10. Section 270.0-8 is revised to read as follows:


Sec.  270.0-8  Payment of fees.

    All payment of fees shall be made by wire transfer, or by certified 
check, bank cashier's check, United States postal money order, or bank 
money order payable to the Securities and Exchange Commission, omitting 
the name or title of any official of the Commission. Payment of fees 
required by this section shall be made in accordance with the 
directions set forth in Sec.  202.3a of this chapter.

    By the Commission.

    Dated: January 29, 2008.
Nancy M. Morris,
Secretary.
 [FR Doc. E8-1839 Filed 1-31-08; 8:45 am]

BILLING CODE 8011-01-P
