[Federal Register Volume 86, Number 234 (Thursday, December 9, 2021)]
[Rules and Regulations]
[Pages 70166-70269]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-22756]



[[Page 70165]]

Vol. 86

Thursday,

No. 234

December 9, 2021

Part II





Securities and Exchange Commission





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17 CFR Parts 202, 229, 230, et al.





Filing Fee Disclosure and Payment Methods Modernization; Final Rule

  Federal Register / Vol. 86 , No. 234 / Thursday, December 9, 2021 / 
Rules and Regulations  

[[Page 70166]]


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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.

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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:

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                           Commission reference                                         CFR citation
                                                                           (17 CFR)
----------------------------------------------------------------------------------------------------------------
Informal and other Procedures....  Rule 3a...............................  Sec.   202.3a
Regulation S-K...................  Item 601..............................  Sec.   229.601
Regulation S-T...................  Rule 13...............................  Sec.   232.13
                                   Rule 405..............................  Sec.   232.405
                                   Rule 408..............................  Sec.   232.408
Securities Act of 1933 \1\         Rule 111..............................  Sec.   230.111
 (``Securities Act'').
                                   Rule 415..............................  Sec.   230.415
                                   Rule 424..............................  Sec.   230.424
                                   Rule 456..............................  Sec.   230.456
                                   Rule 457..............................  Sec.   230.457
                                   Rule 473..............................  Sec.   230.473
                                   Form S-1..............................  Sec.   239.11
                                   Form S-3..............................  Sec.   239.13
                                   Form S-8..............................  Sec.   239.16b
                                   Form S-11.............................  Sec.   239.18
                                   Form N-14.............................  Sec.   239.23
                                   Form S-4..............................  Sec.   239.25
                                   Form F-1..............................  Sec.   239.31
                                   Form F-3..............................  Sec.   239.33
                                   Form F-4..............................  Sec.   239.34
                                   Form F-10.............................  Sec.   239.40
                                   Form SF-1.............................  Sec.   239.44
                                   Form SF-3.............................  Sec.   239.45
Securities Exchange Act of 1934    Rule 0-9..............................  Sec.   240.0-9
 \2\ (``Exchange Act'').
                                   Rule 0-11.............................  Sec.   240.0-11
                                   Rule 13e-1............................  Sec.   240.13e-1
                                   Schedule 13E-3........................  Sec.   240.13e-100
                                   Schedule 13E-4F.......................  Sec.   240.13e-102
                                   Schedule 14A..........................  Sec.   240.14a-101
                                   Schedule 14C..........................  Sec.   240.14c-101
                                   Schedule TO...........................  Sec.   240.14d-100
                                   Schedule 14D-1F.......................  Sec.   240.14d-102
Investment Company Act of 1940     Rule 0-8..............................  Sec.   270.0-8
 \3\ (``Investment Company Act'').
                                   Form 24F-2............................  Sec.   274.24
Securities Act and Investment      Form N-2..............................  Sec.  Sec.   239.14 and
 Company Act.                                                              274.11a-1
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\1\ 15 U.S.C. 77a et seq.
\2\ 15 U.S.C. 78a et seq.
\3\ 15 U.S.C. 80a-1 et seq.

Table of Contents

I. Introduction and Background
II. Final Amendments
    A. 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
    B. Fee Payment Process

[[Page 70167]]

    1. Proposed Amendments
    2. Comments on the Proposed Amendments
    3. Final Amendments
    C. Fee Offset Amendment
    1. Proposed Amendment
    2. Comments on the Proposed Amendment
    3. Final Amendment
    D. Technical and Other Clarifying Amendments
    1. Proposed Amendments
    2. Comments on the Proposed Amendments
    3. Final Amendments
III. Other Matters
IV. Economic Analysis
    A. Economic Baseline
    B. 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
    C. Reasonable Alternatives
V. Paperwork Reduction Act
    A. Background
    B. Summary of Comment Letters and the Amendments' Effects on the 
Collections of Information
    C. Incremental and Aggregate Burden and Cost Estimates for the 
Amendments
VI. Final Regulatory Flexibility Act Analysis
    A. Need for, and Objectives of, the Final Amendments
    B. Significant Issues Raised by Public Comment
    C. Small Entities Subject to the Final Amendments
    D. Projected Reporting, Recordkeeping, and Other Compliance 
Requirements
    E. Agency Action To Minimize Effect on Small Entities
VII. Statutory Authority
    Text of Final Rule and Form Amendments

I. 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 fee-bearing 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\
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    \1\ See Filing Fee Disclosure and Payment Methods Modernization, 
Release No. 33-10720 (Oct. 24, 2019) [84 FR 71580 (Dec. 27, 2019)] 
(``Proposing Release'').
    \2\ 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'').
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    Commenters generally supported the proposed structuring and payment 
option amendments but some had related observations and suggestions.\3\ 
After reviewing and 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.
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    \3\ One commenter also supported the proposed centralization of 
filing fee information. Commenters did not address the other 
proposed amendments. Comment letters related to the Proposing 
Release are available at https://www.sec.gov/comments/s7-20-19/s72019.htm.
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    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\ Filing-fee 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 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.
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    \4\ The Commission receives filings through its Electronic Data 
Gathering, Analysis, and Retrieval (``EDGAR'') system.
    \5\ 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.
    \6\ 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.
    \7\ 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.
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    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

[[Page 70168]]

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:
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    \8\ See Section II.A.5 regarding the fee-bearing forms we are 
amending and those we are not amending.
    \9\ Structured data is data that is tagged to make it machine-
readable, facilitating its use by investors and other market 
participants, such as data aggregators (i.e., entities that, in 
general, collect, package, and resell data).
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     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 of the filing.\10\
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    \10\ 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.
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    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

A. Fee-Bearing Form Content and Structuring

1. 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 calculation-related information, saving 
filers and the Commission resources by reducing the need to manually 
access the relevant data or confirm it with filers.\12\
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    \11\ 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.
    \12\ 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.
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    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.
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    \13\ 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).
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    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 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;
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    \14\ See Closed-End Fund Offering Reform Adopting Release, supra 
note 2.
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     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.
2. Affected Forms
a. 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-10 under the Securities

[[Page 70169]]

Act \15\ and Schedules 13E-3,\16\ 13E-4F,\17\ 14A,\18\ 14C,\19\ TO,\20\ 
and 14D-1F \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 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.
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    \15\ 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.
    \16\ 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.
    \17\ Schedule 13E-4F may be filed instead of Schedule TO in 
order to comply with Sec.  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.
    \18\ 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.
    \19\ Schedule 14C is required to be filed by issuers to comply 
with Sec. Sec.  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.
    \20\ Schedule TO is required to be filed by Exchange Act Rule 
13e-4 and Sec.  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).
    \21\ Schedule 14D-1F can be used to satisfy requirements 
otherwise applicable under Regulations 14D and 14E pursuant to Sec.  
240.14d-1(b) (Exchange Act Rule 14d-1(b)) with respect to specified 
Canadian operating company tender offer subjects.
    \22\ 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.
    \23\ 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.
    \24\ Form N-5 is used by SBICs to register under the Investment 
Company Act and to offer their shares under the Securities Act.
    \25\ 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.
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b. 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.
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    \26\ See Section II.A.5 regarding the scope of the filing fee 
bearing document proposed and final amendments.
    \27\ 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.''
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c. 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.
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    \28\ 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.
    \29\ See Section II.A.5 regarding the scope of the fee bearing 
document proposed and final amendments.
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3. Content and Location of Filing Fee Information
a. Proposed Amendments
    Currently, filing fee-related information is presented primarily on 
the cover page of fee-bearing filings, but also appears in a submission 
header. Regardless of where it appears, however, the information 
currently required to be disclosed does not always include all 
components needed to calculate the 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:
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    \30\ 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 S-4, 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.
    \31\ 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.
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     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

[[Page 70170]]

fee-related information in specified forms of prospectus; \33\
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    \32\ 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 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).
    \33\ 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.
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     Revising the instructions to Forms S-3 \34\ and F-3 \35\ 
to provide that:
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    \34\ General Instruction II.F of Form S-3.
    \35\ General Instruction II.G of Form F-3.
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    [cir] Information specified by the proposed term ``General 
Interactive Data File,'' described below, must appear in a prospectus 
filed under Rule 424(b) or post-effective amendment rather than a 
periodic report that is incorporated by reference into the registration 
statement to avoid extending the filing fee structured information 
requirements to periodic and current reports; \36\
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    \36\ An issuer otherwise could continue to include transaction-
specific information in a periodic or current report to the same 
extent it can do so under current provisions.
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    [cir] Each post-effective amendment or final prospectus filed 
pursuant to Rule 424(b) to provide required information about a 
specific transaction must include the maximum aggregate amount or 
maximum aggregate offering price of the securities to which the post-
effective amendment or prospectus relates and each such prospectus must 
indicate that it is a final prospectus for the related offering to 
assist in calculation of the amount of securities sold;
     Revising the instructions to Forms S-4 \37\ and F-4 \38\ 
to provide that:
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    \37\ 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.''
    \38\ General Instruction F of Form F-4.
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    [cir] 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;
    [cir] 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\ Sec.  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, 
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\
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    \39\ 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.
    \40\ 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.
    \41\ 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.
    \42\ 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.
    \43\ Rule 0-11(a)(2) also relates to crediting filing fees paid 
under one filing fee provision against those due under another 
filing fee provision for the same transaction.
    \44\ 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.
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b. 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.
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    \45\ See letter from XBRL US.
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c. Final Amendments
i. 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 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\
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    \46\ 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.
    \47\ 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.

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[[Page 70171]]

    Specifically, the final amendments, substantially similar to the 
proposals except where noted, will make the following changes, as 
applicable: \48\
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    \48\ 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.
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     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.
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    \49\ 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.
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     To facilitate filing fee determination, information 
presentation, capacity tracking, and structuring and EDGAR validation, 
add columns to the basic filing fee table for 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;
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    \50\ 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.
    \51\ 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.
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     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;
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    \52\ 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.
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     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\
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    \53\ 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.
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     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 0-11(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 N-14,\60\ or 
involving

[[Page 70172]]

business combination or employee benefit plan filing fee calculations.
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    \54\ 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.
    \55\ 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.
    \56\ 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 S-1.
    \57\ 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.
    \58\ 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 S-3, Item 8(c) of Form F-1, and Item 
9(b) of Form F-3.
    \59\ Compared to the other fee-bearing documents providing for 
Rule 457(p)-based filing fee offset claims, Forms SF-1 and SF-3 
contemplate such claims by a broader range of registrants that were 
not the registrant under the earlier 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 note 
90.
    \60\ 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 F-10. 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.
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     Add filing fee tables and calculation disclosure 
requirements to Exchange Act Rule 13e-1; \61\
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    \61\ 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.
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     Revise Rule 424(g) so that the form of prospectus that 
reflects the amount of a pay-as-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 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\
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    \62\ 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).
    \63\ 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). 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.
    \64\ 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.
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     Revise the General Instructions to Forms S-3,\65\ F-3,\66\ 
and SF-3 \67\ to provide that:
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    \65\ General Instruction II.F of Form S-3.
    \66\ General Instruction II.G of Form F-3.
    \67\ General Instruction II.D of Form SF-3.
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    [cir] 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
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    \68\ 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.
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    [cir] 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 to assist in calculation of the 
amount of securities being sold;
     Revise the General Instructions to Form N-2 \69\ to 
provide that:
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    \69\ General Instruction C of Form N-2.
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    [cir] 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\
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    \70\ General Instruction C.1 of Form N-2.
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    [cir] 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
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    \71\ General Instruction C.2 of Form N-2.
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    [cir] 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
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    \72\ General Instruction B of Form N-14.
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     Revise the General Instructions to Forms S-4 \73\ and F-4 
\74\ to provide that each post-effective amendment or, if permitted, 
final prospectus supplement filed under Rule 424(b) to provide required 
information about a specific transaction and particular company being 
acquired, must include 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 a filing fee exhibit that it is a final 
prospectus for the related offering.
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    \73\ 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.''
    \74\ General Instruction F of Form F-4.
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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\
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    \75\ 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 Sec.  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.

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[[Page 70173]]

    For the Securities Act forms that refer to the exhibit requirements 
in Item 601 of 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 S-11, 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 F-4, 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\
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    \76\ 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.
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    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.
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    \77\ 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.
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iii. Changes to Forms N-2 and N-14
    In a change from the proposal, we are modifying certain aspects of 
the content and 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\
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    \78\ See letter from XBRL US.
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    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.
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    \79\ General Instruction C of Form N-2; General Instruction B of 
Form N-14.
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    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 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 N-14. 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.
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    \80\ 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.
    \81\ 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.
    \82\ Based on staff review of Commission filings, a SBIC has not 
filed on Form N-14 for at least 20 years.
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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

[[Page 70174]]

this information, which will also be subject to structuring 
requirements, will enable filers and the Commission staff to better 
track the amount of securities sold for which filing fees have been 
paid.
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    \83\ 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.
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    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\
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    \84\ 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.
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    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, SF-3, 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 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\
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    \85\ 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.
    \86\ 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.
    \87\ 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.
    \88\ 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.
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    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\ 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, SF-3, 
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.
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    \89\ Final Rule 457(p)(2).
    \90\ 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 (Nov. 10, 
2014)].
    \91\ 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.
    \92\ 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.
    \93\ 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.
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    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 
closed-end 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-related information that a filer must

[[Page 70175]]

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.
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    \94\ As proposed, the information to be structured would have 
been specified by reference to the term ``General Interactive Data 
File.''
    \95\ 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.
    \96\ 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.
    \97\ 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.
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    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 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.
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    \98\ 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 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).
    \99\ 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.
    \101\ Consequently, even if a filer previously filed and 
structured filing fee-related information on Form S-3, F-3 or N-2, 
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.
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    General Instructions H and F of Forms S-4 and F-4, respectively, 
currently require that when securities are offered in connection with a 
business combination under Rule 415(a)(1)(viii) \102\ and information 
is omitted at the time of initial effectiveness because it is 
impractical to provide, the issuer must provide information about the 
specific transaction and company acquired in the prospectus through a 
post-effective amendment except that, in the case of Form S-4, under 
specified circumstances, the issuer could instead use a prospectus 
supplement. We 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.
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    \102\ 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.
    \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).
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    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\
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    \104\ 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.
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d. 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

[[Page 70176]]

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 
pre-effective 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.
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    \105\ 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.
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4. Structuring of Filing Fee-Related Information
a. Proposed Amendments
    To facilitate the filing fee process, we proposed to require 
structuring of all the filing fee-related information that would be 
required on the cover page of the Affected Securities Act and Exchange 
Act Forms and Schedules and statements under Rule 13e-1.\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 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\
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    \106\ 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.
    \107\ As detailed below, as implemented, EDGAR will validate 
certain live filings prior to submission.
    \108\ 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.
    \109\ See Proposing Release, supra note 1, at Section II.A.
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    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 13e-1, 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

[[Page 70177]]

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.
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    \110\ See proposed Rules 405(b)(3), (4), and (5) of Regulation 
S-T.
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b. Comments on the Proposed Amendments
    Commenters expressed general support for the proposal to present 
all filing fee-related information in a structured format.\111\ They 
cited, among other reasons, the following:
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    \111\ 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'').
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     Improved accuracy and disclosure; \112\
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    \112\ See letter from Jones.
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     Increased confidence of registrants in the accuracy of 
their calculated filing fees; \113\
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    \113\ See letter from XBRL US.
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     Easier management by the Commission staff and filers of 
complex calculations due to automation; \114\ and
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    \114\ See letter from XBRL US WG.
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     Expected improved efficiencies in preparation, processing 
and analysis.\115\
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    \115\ 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.
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    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\
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    \116\ See letters from XBRL US and XBRL US WG.
    \117\ See letter from XBRL US.
    \118\ Unless otherwise indicated, the views noted in the 
remainder of this section were expressed in the letter from XBRL US.
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     Information to be Structured--
    [cir] All filing fee information should be structured as proposed 
to enable ease of validation.
     Structuring Format--
    [cir] Inline XBRL structuring should be required for all filing fee 
information as proposed because, among other reasons, it is machine-
readable and searchable (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;
    [cir] Forms N-2, N-5, and N-14 should be structured in Inline XBRL, 
as proposed, for essentially the same reasons; and
    [cir] 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--
    [cir] 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
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    \119\ 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.
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     Guidance--
    [cir] 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
    [cir] 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).
c. 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 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

[[Page 70178]]

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 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.
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    \120\ 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.
    \121\ 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.
    \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.
---------------------------------------------------------------------------

    To facilitate the filing fee process, the amendments require 
structuring of all filing fee-related 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.
---------------------------------------------------------------------------

    \123\ 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.
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    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\
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    \124\ 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.
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    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 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 Sec.  232.11 (Rule 11 of 
Regulation S-T) to define the term ``General Interactive Data File.'' 
\127\
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    \125\ See Section II.A.3.
    \126\ Contextual information includes, for example, a tagged 
amount's related fiscal period.
    \127\ 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.
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    New Item 601(b)(107) of Regulation S-K, as adopted, will require 
filers of Forms S-1, S-3, 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\
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    \128\ 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.
    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.
---------------------------------------------------------------------------

     Form F-10; \129\
---------------------------------------------------------------------------

    \129\ See paragraph (107) to Part II--Information Not Required 
to be Delivered to Offerees or Purchasers of Form F-10.
---------------------------------------------------------------------------

     Prospectuses filed pursuant to Rule 424 containing filing 
fee-related information for 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\
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    \130\ Filings related to Forms SF-3 that contain the specified 
information will be permitted but not required to structure the 
filing fee exhibit.
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     Prospectuses filed in accordance with Rule 424(i);
     Statements under Rule 13e-1; \131\
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    \131\ See paragraph (c) to Rule 13e-1.
---------------------------------------------------------------------------

     Schedules 13E-3,\132\ 13E-4F,\133\ TO,\134\ and 14D-1F; 
\135\
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    \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.
    \135\ 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.
---------------------------------------------------------------------------

     Fee-bearing Schedules 14A \136\ and 14C; \137\ and
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    \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.
---------------------------------------------------------------------------

     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, F-3, F-4, F-10, N-2, and 
N-14 \138\ generally are or

[[Page 70179]]

will be, as a result of the phase-in of various 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\
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    \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 Form N-14 pay 
registration fees on Form 24F-2 and will not be subject to these 
requirements.
    \139\ 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.
    \140\ 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.
    \141\ 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.
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    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 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\
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    \142\ See letter from XBRL US.
    \143\ 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.''
    \144\ General Instruction I.4 of Form N-2; General Instruction 
H.1 of Form N-14.
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    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 fee-related 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\ 
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\
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    \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.
    \148\ 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.
    \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 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.
    \150\ See EDGAR News & Announcements at https://www.sec.gov/filergroup/announcements (retrieved Sept. 25, 2021).
    \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.
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    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\ We believe the 
amendments, as adopted, provide sufficient details to enable filers to 
provide the information in a

[[Page 70180]]

consistent format. We plan, however, to monitor implementation and may 
issue guidance or take other action as needed.
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    \153\ 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 fee-related 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 traditional XBRL but, rather, only in Inline XBRL. 
Finally, we note that by the time filers are subject to filing fee-
related 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.
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    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 fee-related 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\
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    \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.
    \158\ 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.
    \159\ See letter from XBRL US.
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5. Scope of Proposed Amendments
a. 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\ F-8,\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.
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    \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.
    \168\ 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 SF-1 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.
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    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 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.
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    \169\ Item 7(a) of Part I of each form requires the issuer to 
disclose the information required by Sec.  229.1111 (Item 1111 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).
    \170\ The Commission estimated that during calendar year 2020, 4 
of 14 unique filers of at least one Form SF-1 or SF-3 were subject 
to the XML requirement. ABS issuers are not subject to financial 
statement structuring requirements. See Inline XBRL Release, supra 
note 13 at n.6
---------------------------------------------------------------------------

b. 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\
---------------------------------------------------------------------------

    \171\ See letter from XBRL US.
---------------------------------------------------------------------------

c. 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, F-7, 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 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\
---------------------------------------------------------------------------

    \172\ 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 de-registered last year. In addition, SBICs are not currently 
required to use Inline XBRL to tag information on other Commission 
forms.
---------------------------------------------------------------------------

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

    \173\ In contrast, a filer structuring in Inline XBRL need only 
enter it once in HTML.
    \174\ See supra Section I.
---------------------------------------------------------------------------

    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

[[Page 70181]]

amendments.\175\ Based on the similarity between Forms SF-1 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.
---------------------------------------------------------------------------

    \175\ See supra Section II.A.5 for a discussion of extending the 
content and location requirements 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\
---------------------------------------------------------------------------

    \176\ See letter from XBRL US.
    \177\ See Item 14(b) of Forms SF-1 and SF-3.
---------------------------------------------------------------------------

6. Transition Period
a. 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 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.
---------------------------------------------------------------------------

    \178\ For purposes of these transition provisions, the terms 
``large accelerated filer'' and ``accelerated filer'' are defined in 
Sec.  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.
---------------------------------------------------------------------------

b. 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\
---------------------------------------------------------------------------

    \179\ See letter from XBRL US.
---------------------------------------------------------------------------

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

    \180\ 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 
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.
---------------------------------------------------------------------------

c. 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                        Compliance date \180\
------------------------------------------------------------------------
Large accelerated filers...............  Filings submitted on or after
                                          30 months after the
                                          requirements' effectiveness
                                          (July 31, 2024).
Accelerated filers, certain investment   Filings submitted on or after
 companies that file registration         42 months after the
 statements on Forms N-2 and N-14, and    requirements' effectiveness
 all other filers.                        (July 31, 2025).
------------------------------------------------------------------------


[[Page 70182]]

    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 first-
time 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.
---------------------------------------------------------------------------

    \181\ 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.
---------------------------------------------------------------------------

    Finally, as noted above, filers will be permitted to file the 
structured information prior to the compliance date for their category.

B. Fee Payment Process

1. 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 filing fees 
via ACH.\182\ The Commission also proposed to eliminate the option for 
payment of these fees via paper checks and money orders.
---------------------------------------------------------------------------

    \182\ 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.
    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.
---------------------------------------------------------------------------

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

    \183\ 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.
    \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.
    \185\ 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.
---------------------------------------------------------------------------

    We believed that, overall, these amendments would increase 
efficiency and reduce burdens in processing filing fee payments.\186\
---------------------------------------------------------------------------

    \186\ 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.
---------------------------------------------------------------------------

2. 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:
---------------------------------------------------------------------------

    \187\ 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'').
    \188\ 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).
---------------------------------------------------------------------------

     Network security,\189\ reliability \190\ and wide 
availability; \191\
---------------------------------------------------------------------------

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

     Improved efficiency \192\ and accuracy; \193\
---------------------------------------------------------------------------

    \192\ See letters from Jones, Larson, and NACHA.
    \193\ See letters from Jones and Martinez.
---------------------------------------------------------------------------

     Current use by public companies and the Federal 
Government; \194\ and
---------------------------------------------------------------------------

    \194\ See letter from NACHA.
---------------------------------------------------------------------------

     Standard practice in other contexts for many years.\195\
---------------------------------------------------------------------------

    \195\ See letter from Jones.
---------------------------------------------------------------------------

    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:
---------------------------------------------------------------------------

    \196\ See letters from Angel, LaBerge, and Larson.
    \197\ See letter from LaBerge.
---------------------------------------------------------------------------

     Specify Pay.gov rather than ACH in regulatory text so the 
Commission can 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\
---------------------------------------------------------------------------

    \198\ See letter from Angel.
---------------------------------------------------------------------------

    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

[[Page 70183]]

paper check option until filers no longer use it.\201\
---------------------------------------------------------------------------

    \199\ See letter from NACHA.
    \200\ See letter from LaBerge.
    \201\ See letter from Jenna Wilson (Jan. 1, 2020) (``Wilson'').
---------------------------------------------------------------------------

3. 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 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\
---------------------------------------------------------------------------

    \202\ 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.
    In a change from our proposed amendments to Rule 0-8, we are 
adding ``filing'' to the title and text, consistent with 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.
    \203\ 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 Sec.  
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.
---------------------------------------------------------------------------

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

    \204\ A delay is required before the simultaneous addition and 
deletion to put the necessary arrangements in place.
---------------------------------------------------------------------------

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

    \205\ An issuer's financial institution, however, could 
separately impose a fee on the issuer.
    \206\ The Commission will neither obtain nor retain any 
personally identifiable information (i.e., banking or routing 
information) from filers using the ACH payment method.
    \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.
    \210\ In the same day settlement context, the term 
``international transactions'' means transactions involving a 
foreign payor that uses a U.S. bank account.
    \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, DC time. Debit 
and credit card payments are expected to be posted to filer accounts 
every fifteen minutes when EDGAR is available.
---------------------------------------------------------------------------

    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 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
---------------------------------------------------------------------------

    \213\ See letters from Angel, LaBerge, and Larson.
    \214\ 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.
    \215\ 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.
    \216\ Pay.gov currently supports MasterCard and Visa debit 
cards. It also currently supports the following credit cards: 
American Express, Discover-branded, MasterCard, and Visa.
---------------------------------------------------------------------------

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

    \217\ See Note 1 to paragraph (b) of Rule 3a.
---------------------------------------------------------------------------

    We decline to follow one commenter's suggestion that we specify 
Pay.gov

[[Page 70184]]

rather than ACH in the regulatory text.\218\ We understand that wire 
transfers cannot be done through 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.
---------------------------------------------------------------------------

    \218\ See letter from Angel.
---------------------------------------------------------------------------

    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 XML-based messaging standard that 
allows better straight-through processing.\219\ We expect to consider 
this feature, among others, as we develop the payment system.
---------------------------------------------------------------------------

    \219\ See letter from Angel.
---------------------------------------------------------------------------

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

    \220\ 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.
    \221\ See letter from LaBerge.
    \222\ See letter from Wilson.
---------------------------------------------------------------------------

    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 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\
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    \223\ 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.
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    Overall, we believe that the final amendments will increase 
efficiency and reduce burdens in processing filing fee payments.

C. Fee Offset Amendment

1. 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 in the relative composition of 
securities to be offered.
2. Comments on the Proposed Amendment
    No commenter addressed the proposed filing fee offset amendment.
3. 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 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 already-registered and new classes.
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    \224\ 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.
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    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

[[Page 70185]]

a registrant to pay an additional filing fee with any pre-effective 
amendment in which the registrant seeks to increase the amount of any 
class of securities to be offered 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 securities to the registration statement; and (ii) 
decreasing the amount of securities registered of another class, to pay 
an additional filing fee based on any increased offering amount even 
though it may have effectively overpaid for the decreased offering 
amount of a registered second class. Rule 457(b), however, provides 
that a ``required fee shall be reduced in an amount equal to any fee 
paid with respect to such transaction pursuant to . . . any applicable 
provision of this section.'' This provision allows registrants to 
offset filing fees paid with a class of securities where the offering 
amount has been reduced against additional filing fees due in 
connection with an increase in offering amount of another registered 
class or adding another class.
    To aid in administering the rule and to simplify the process for 
registrants, we are adopting as proposed form instructions that will 
permit a registrant claiming such an offset to recalculate the 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.\225\ As 
filing fee calculations and tracking of available offsets can become 
complex depending on how many classes of securities are involved and 
how frequently the registrant changes the registered amount, we are 
requiring any registrant not relying on Rule 457(o) that seeks to 
offset filing fees based on concurrent (i) increases in one or more 
registered classes or additions of one or more classes; and (ii) 
decreases in one or more registered classes to recalculate the filing 
fee for the entire registration statement, including all registered 
classes, using the then-current offering amounts, price per unit and 
filing fee rates.
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    \225\ The filing fee offset amendment will be reflected in Forms 
S-1, S-3, S-4, S-11, SF-1, SF-3, F-1, F-3, F-4, F-10, and N-14. See, 
e.g., Instruction 2.A.iv to the Calculation of Filing Fee Tables in 
Item 16(c) of Form S-1.
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    This filing fee offset procedure will be limited to situations 
where a registrant seeks to concurrently (i) increase the amount of one 
or more classes or add one or more classes; and (ii) decrease the 
amount of one or more other classes. It will not be available in 
situations where a registrant seeks only to decrease or only to 
increase the amount of any class of registered securities, or only to 
add a class of securities to the registration statement.
    As proposed, we are limiting the availability of this instruction 
to registrants that have not previously calculated their required 
filing fee in reliance on Rule 457(o), as Rule 457(o) already provides 
registrants sufficient flexibility to pre-effectively reallocate the 
offering amounts of each registered and additional class without 
incurring additional filing fees.\226\
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    \226\ We remind registrants that if they originally pay a filing 
fee under Rule 457(a) and file an amendment that increases the 
amount of securities to be offered but not the maximum aggregate 
offering price, they can recalculate the filing fee under Rule 
457(o), but they cannot get a refund if the amount of filing fees 
paid under Rule 457(a) exceeds that due under Rule 457(o).
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D. Technical and Other Clarifying Amendments

1. Proposed Amendments
    Finally, the Commission proposed to make certain technical, 
conforming changes and other clarifying amendments. The Commission 
proposed amendments to
     consolidate filing fee-related instructions in the 
instructions to the filing fee tables;
     add text to instruction 4 of the proposed filing fee 
tables of Forms S-3 and S-4 to clarify that offerings made pursuant to 
General Instruction I.B.6 on Form S-3 and General Instruction I.B.5 on 
Form F-3 are eligible for universal shelf registration;
     revise Rule 0-11 to clarify and update it primarily with 
respect to superseded fee rates the rule references and the need to pay 
an additional filing fee if aggregate consideration is increased.
2. Comments on the Proposed Amendments
    No commenter addressed the technical and other clarifying 
amendments.
3. Final Amendments
    We are adopting the technical, conforming changes and other 
clarifying amendments as proposed except that we are making changes to 
conform to the final amendments' movement of filing fee-related 
information to exhibits and clarifying language.\227\
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    \227\ See Section II.A.1 regarding the movement of the filing 
fee information to exhibits.
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    First, we are adopting amendments to consolidate filing fee-related 
instructions in the instructions to the filing fee tables as follows:
     Instructions 2.A.iii.b and c to the Calculation of Filing 
Fee Tables in Item 16(b) of Form S-3 will replace current General 
Instructions II.D and II.E, respectively; \228\
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    \228\ In a change from the proposal, we are conforming Form SF-3 
to Form S-3 by replacing current General Instruction II.C of Form 
SF-3 with Instruction 2.A.iii.b to the Calculation of Filing Fee 
Tables in Item 14(b) of Form SF-3.
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     Instructions 2.A.iii.b and c to the Calculation of Filing 
Fee Tables in Item 9(b) of Form F-3 will replace current General 
Instructions II.C and II.F, respectively;
     Instruction 2.A.iii.b to the Calculation of Filing Fee 
Tables in Item 21(d) of Form S-4 will replace current General 
Instruction J; and
     Instruction 2.A.iii.b to the Calculation of Filing Fee 
Tables in Item 21(d) of Form F-4 will replace current General 
Instruction D.3.\229\
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    \229\ In a change from the proposal, Instruction 2.A.iii.b to 
the Calculation of Filing Fee tables in Item 21(d) of Forms S-4 and 
F-4 will expressly provide that when a filer registers two or more 
classes of securities to be offered on a delayed or continuous basis 
pursuant to Sec.  230.415(a)(1)(viii), Rule 457(o) permits the 
calculation of the registration fee to be based on the maximum 
aggregate offering price of all of the classes of securities listed 
in the filing fee table on a combined basis if the registrant is 
eligible to use Form S-3 or F-3, respectively, for a primary 
offering.
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    In each case, the instruction to the filing fee table will be 
substantively equivalent to the General Instruction it will replace, 
except as described immediately below.\230\
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    \230\ Current General Instructions II.D and II.C of Forms S-3 
and F-3, respectively, could apply to a well-known seasoned issuer 
regardless of whether it is filing an automatic shelf registration 
statement as long as it is not electing to defer payment of filing 
fees. Instruction 2.A.iii.b to the Calculation of Filing Fee Tables 
in Item 16(b) of Form S-3 and Item 9(b) of Form F-3 will so clarify.
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    Second, we are adopting amendments to clarify that offerings made 
pursuant to General Instruction I.B.6 on Form S-3 and General 
Instruction I.B.5 on Form F-3 are eligible for universal shelf 
registration.
    For the reasons described in the Proposing Release, Form S-3 
General Instruction I.B.6 is intended to operate in a manner similar to 
that of General Instruction I.B.1 regarding a registrant's eligibility 
to offer securities on a continuous or delayed basis pursuant to Rule 
415(a)(1)(x) \231\ and register two or

[[Page 70186]]

more classes of securities and specify the amount of each class offered 
and terms on an as-offered basis (i.e., a universal shelf registration 
statement). To enable General Instruction I.B.6 to do so, we are 
adopting amendments to add references to General Instruction I.B.6 to 
Instruction 4 to the Calculation of Filing Fee tables in Item 16(b) of 
Form S-3 (as the successor to General Instruction II.D) and to Form S-3 
General Instruction II.F. We are adopting analogous amendments to add 
references to General Instruction I.B.5 to Instruction 2.A.iii.b to the 
Calculation of Filing Fee Fables in Item 9(b) of Form F-3 (as the 
successor to General Instruction II.C) and to Form F-3 General 
Instruction II.G.
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    \231\ Offerings under Rule 415(a)(1)(x) are sometimes referred 
to as ``shelf offerings'' because securities can be offered (i.e., 
taken down from the shelf) over time and from time to time. Such 
offerings typically involve the initial filing of a registration 
statement that goes effective with a base prospectus that provides 
certain general information and omits detailed information up to the 
extent permitted by Sec. Sec.  230.430A and 230.430B (Rules 430A and 
430B under the Securities Act). Rule 430A permits operating company 
registration statements to initially omit certain information 
related to pricing and underwriting subject to meeting specified 
conditions including providing the information later through a form 
of prospectus filed under Rule 424(b) or in a post-effective 
amendment. Rule 430B permits operating company registration 
statements for offerings under Rule 415(a)(1)(x) that do not go 
effective automatically to initially omit information that is 
unknown or not reasonably available to the issuer subject to 
specified conditions including providing the information later 
through a prospectus filed under Rule 424(b), a post-effective 
amendment or, if permitted by the applicable form, a periodic or 
current report that is incorporated by reference. The registrant 
typically provides details of a particular offering (takedown) later 
in a prospectus filed under Rule 424(b), post-effective amendment or 
periodic or current report that is incorporated by reference.
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    Third, as proposed, the amendments will revise Rule 0-11 to clarify 
and update it.\232\ Questions have arisen from time to time about the 
interplay between paragraph (a)(2) of Rule 0-11, providing that 
``[o]nly one fee per transaction is required to be paid,'' and 
paragraph (a)(3), providing that if, after an initial filing fee 
payment, the aggregate consideration offered is increased, an 
additional filing fee based on the increase is due. Some have 
misunderstood the ``one fee'' language to mean that no additional 
filing fee can be required under paragraph (a)(3) once an initial 
filing fee has been paid.\233\ We are adopting amendments to clarify 
paragraph (a)(2) by removing the sentence containing the ``one fee'' 
language. The amendment would also have the effect of making paragraph 
(a)(2) consistent with Rule 457(b), which does not have the ``one fee'' 
language and is essentially the Securities Act filing fee rule analogue 
to paragraph (a)(2).\234\
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    \232\ In a change from the proposal, the final amendments also 
will revise Rule 0-11 to conform it to the new requirements to place 
filing fee-related information in a filing fee exhibit. Current Rule 
0-11(a)(5) requires fee-bearing documents filed under the Exchange 
Act to include their filing fee-related information on the cover. As 
amended, Rule 0-11(a)(5) will require that the filing fee-related 
information appear in a filing fee exhibit.
    \233\ The two provisions, however, operate in harmony and one 
does not nullify the other. The ``one fee'' language is followed in 
paragraph (a)(2) by language to the general effect that a required 
filing fee under Rule 0-11 is reduced by any filing fee paid in 
regard to the same transaction under the Securities Act or Exchange 
Act and any filing fee due under the Securities Act is reduced by 
any payment in regard to the transaction under the Exchange Act. The 
``one fee'' language means that only one filing fee applies to a 
given transaction amount but portions of the total filing fee due 
may be assessed, depending on the facts and circumstances, on 
different but related filings. The language does not prevent an 
additional filing fee from being due to the extent of an increase in 
the aggregate consideration offered consistent with paragraph 
(a)(3). See Filing Fees for Certain Proxy and Information Filings 
Tender Offers, Mergers and Similar Transactions, Release No. 33-6617 
(Jan. 9, 1986) [51 FR 2472 (Jan. 17, 1986)] (``Paragraph (a)(3) of 
Rule 0-11 provides that an increase in the aggregate consideration 
offered triggers an additional filing fee based upon the amount of 
the increased consideration. This additional fee is applicable 
whether the increased consideration is the result of an increase in 
the amount of securities sought or an increase in the per share 
consideration.'' (footnote omitted)).
    \234\ Similarly, we are amending Rule 13e-1(b) to clarify that 
the filer must pay the filing fee required by Rule 0-11 not only 
when it files the initial statement, but when it files an amendment 
for which an additional filing fee is due. Neither of these final 
amendments would affect a filer's ability to claim a filing fee 
offset based on earlier filing fee payments in connection with the 
same transaction.
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    To help avoid confusion and erroneous filing fee calculations, the 
amendments also will, as proposed, replace the superseded filing fee 
rates listed in Rule 0-11 with references to rates determined under 
Sections 13(e) and 14(g) of the Exchange Act,\235\ which the Commission 
sets and announces yearly.\236\ For the same reasons, the amendments 
also will add the term ``if the consideration does not consist entirely 
of cash'' to clarify which of two valuation measurements is required 
\237\ and add the term ``as applicable'' where appropriate consistent 
with the fact that not all types of consideration referenced may be 
involved.\238\
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    \235\ See Rule 0-11(b), (c)(1) and (2), and (d).
    \236\ See e.g., Order Making Fiscal Year 2021 Annual Adjustments 
to Registration Fee Rates, Release No. 33-10826 (Aug. 26, 2020) [85 
FR 53890 (Aug. 31, 2020)]. As previously noted, each filing fee 
bearing document within the scope of the final amendments will 
include a new filing fee table instruction that will include a link 
to the current fee rate.
    \237\ See Rules 0-11(c)(1) and (d).
    \238\ See Rule 0-11(c)(2). In a change from the proposal, we are 
not adopting the proposed additions of ``aggregate of'', ``and'' and 
``as applicable'' to Rules 0-11(c)(1) and (d) because those changes 
would have been inconsistent with the provisions' meaning.
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    Fourth, we are adopting certain technical and conforming changes 
and other clarifying amendments to Forms N-2 and N-14. In order to 
effect the move of the filing fee table and related instructions from 
the cover pages of Form N-2 and Form N-14 to the Exhibits item of each 
of these forms, we are adopting conforming changes to these forms' 
General Instructions. These conforming changes update cross-
references.\239\ They also delete legacy instructions regarding these 
forms' filing fee tables, as these instructions will be relocated to 
the forms' Exhibits item and amended for conformance with similar 
instructions in the Affected Securities Act and Exchange Act Forms, or 
are being eliminated from the amended forms, as discussed above.\240\ 
We are also adopting conforming changes to the Exhibits item of Forms 
N-2 and N-14 to update internal references.\241\ Finally, we are also 
making technical changes to Forms N-2 and N-14 to correct typographical 
errors, outdated citations, and grammatical and formatting errors.\242\
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    \239\ For example, we are removing now-obsolete cross-references 
to General Instructions II.D and II.E of Form S-3 in the Notes to 
General Instructions A.2 and B, respectively, of Form N-2. We are 
also revising General Instruction G of Form N-2 to add Item 25.2.s 
to the list of Items that funds need not include when filing a 
registration statement filed under only the Investment Company Act. 
We are also adding a reference to filing fee-related information in 
General Instruction J of Form N-2 to parallel changes in Form S-3.
    \240\ See, e.g., supra note 84. In addition, we are eliminating 
the sentence in General Instruction E.4 of current Form N-2 that 
describes the filing fee that is due when additional shares are 
registered on a combined registration statement pursuant to Rule 429 
because all filing fee-related instructions in Form N-2 will move to 
new Item 25.2.s.
    \241\ We are revising the introductory paragraph to Item 25.2 of 
Form N-2 to add references to General Instructions C and I, and 
modifying the General Instructions to Item 25.2 to include a cross-
reference to new paragraph 2.s., and to add references to General 
Instruction C. We are also modifying the introductory paragraph to 
Item 16 of Form N-14 to mirror the introductory language in Form N-
2, as applicable, to provide consistency between the forms.
    \242\ See, e.g., cover page instructions, General Instruction 
A.2, and Items 1, 3, 8, and 10 of Form N-2; cover page instructions; 
General Instructions A, C, D, E, F, G, and J, and Items 1, 3, 5, 6, 
7, 12, 13, 14, 15, and 16 of Form N-14.
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III. Other Matters

    If any of the provisions of these rules, or the application thereof 
to any person or circumstance, is held to be invalid, such invalidity 
shall not affect other provisions or application of such provisions to 
other persons or circumstances that can be given effect without the 
invalid provision or application.
    Pursuant to the Congressional Review Act, the Office of Information 
and Regulatory Affairs has designated these amendments as not a ``major 
rule'' as defined by 5 U.S.C. 804(2).

IV. Economic Analysis

    This section analyzes the expected economic effects of the 
amendments

[[Page 70187]]

relative to the current baseline, which consists of the existing filing 
fee assessment and collection practices and the related regulatory 
framework and disclosure requirements. As discussed above, the current 
process by which filers submit--and the Commission reviews, verifies, 
and processes--filing fees is highly manual and labor-intensive. The 
amendments require that all information needed for filing fee 
calculation be disclosed in Inline XBRL.\243\ This allows greater 
automation of the filing fee calculations and payment processes, 
thereby saving filer resources and facilitating the Commission's 
assessment and collection of filing fees.
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    \243\ As discussed in detail above, in a change from the 
proposal, the amendments require filers to disclose all filing fee-
related information in a separate fee exhibit that must be submitted 
in Inline XBRL rather than on the cover page. This change will 
streamline the presentation of filing fee-related information and 
potentially facilitate any future changes in the structured data 
language applied to it. See supra Section II.A.3.c.ii.
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    In addition, we are updating filer payment options by adding ACH 
and debit and credit cards as new payment options and eliminating the 
paper check and money order options. The introduction of new payment 
options will be beneficial to filers because these electronic payment 
options are more efficient and accurate, with a decreased possibility 
of payment errors and faster settlement time than paper checks and 
money orders.
    Finally, the amendments permit filers to reallocate previously paid 
filing fees across security classes in case they seek to concurrently 
(i) increase the amount of one or more classes or add one or more 
classes; and (ii) decrease the amount of one or more other classes in 
the same registration statement.\244\ Specifically, the filers may 
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 the previously paid filing fees against the total 
filing fee due. The amendment is generally consistent with, but expands 
on, previous staff interpretive guidance on reallocating filing fees in 
connection with pre-effective amendments. Filers are expected to 
benefit from the additional flexibility.
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    \244\ As discussed in detail above, in a change from the 
proposal, the amendments extend the application of this offset 
procedure. Under the rule as adopted, an offset will be applicable 
to situations in which the registrant, on the same registration 
statement, adds one or more new classes of securities at the same 
time it decreases the amount registered of one or more other classes 
regardless of whether the registrant simultaneously increases the 
amount registered of one or more other classes on that registration 
statement.
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    Following effectiveness, the impact of the amendments may be 
measurable by considering the number of fee-bearing filings that are 
received with errors, the number of fee-bearing filings that are paid 
with the new payment options, and the number of fee-bearing filings in 
which filers pre-effectively reallocate previously paid filing fees 
across security classes.
    We are sensitive to the costs and benefits of these amendments. The 
discussion below addresses the potential economic effects of the 
amendments, including the likely benefits and costs, as well as the 
likely effects of the amendments on efficiency, competition, and 
capital formation. At the outset, we note that, where possible, we have 
attempted to quantify the benefits, costs, and effects on efficiency, 
competition, and capital formation expected to result from the 
amendments. In many cases, however, we are unable to quantify the 
economic effects because we lack the information necessary to provide a 
reasonable estimate.

A. Economic Baseline

    Our baseline includes the Commission's current filing fee 
assessment and collection practices and the regulatory framework and 
disclosure requirements pertaining to the fee-bearing filings. Our 
baseline also takes into account that some filers that will be subject 
to these amendments already structure other disclosures, as well as 
related industry practices involving structured disclosure. The main 
parties that are likely to be affected by the amendments include the 
filers of fee-bearing forms and their investors.
    The Commission assesses and collects filing fees for certain 
corporate filings, including those related to registered securities 
offerings, tender offers, and merger or acquisition transactions. The 
Commission also assesses and collects filing fees for registered 
offerings by investment companies. The Commission staff manually 
reviews the filing fee information for every fee-bearing filing that is 
received by the Commission. Where there are discrepancies, the staff 
has to resolve the discrepancy and often has to contact the filer to do 
so. During the 2020 fiscal year, we estimate that approximately 610 
fee-bearing filings (representing approximately 0.9% of all fee-bearing 
filings) contained filer errors requiring manual correction by 
Commission staff.\245\ Common types of filing fee calculation errors 
involve improper use of offsets, improper use of carryforwards, 
improper reference to previously paid amounts, and incorrect rule 
references. When an error occurs, filers must expend additional effort 
to work with the staff to correct the errors.
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    \245\ The Commission staff also performs an independent review 
of filing samples (approximately 5% of the filings received) 
semiannually to ensure the process is accurate and thorough. A small 
number of additional filing fee adjustments are identified in this 
process.
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    Currently, a filer must deposit into its EDGAR account funds 
sufficient to cover the filing fee via wire transfer, checks, or money 
orders. Over 99% of the payments for filing fees are made via wire 
transfer. For wire transfer, check, and money order processing, 
Commission staff is unable to automatically verify, without a manual 
review, whether appropriate routing information is included to allow 
for posting payment to the correct filer account. As a result, we 
estimate that approximately 9% of payments received are initially 
suspended due to incomplete or inaccurate payment routing information.
    The amendments affect filers of certain fee-bearing filings. Based 
on the analysis of EDGAR filings during calendar year 2020,\246\ we 
estimate that there were 9,298 unique filers of fee-bearing filings 
subject to the amendments, including:
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    \246\ This estimate considers unique filers based on CIK 
(including co-registrants). Each filer may make multiple fee-bearing 
filings. Filing amendments are excluded from these estimates.
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     8,964 unique filers of at least one filing on a fee-
bearing Form S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, F-10, N-2, or N-
14 registration statement or related prospectus filed under Rule 
424(b), or a statement filed under Rule 13e-1, all of which are filed 
exclusively by filers that either already are required to file other 
disclosures in Inline XBRL or will be required to file other 
disclosures in Inline XBRL under previously adopted Commission rules 
prior to the compliance dates for the amendments. For such filers to be 
required to file other disclosures in Inline XBRL, the filers must 
prepare their financial statements in accordance with U.S. Generally 
Accepted Accounting Principles (``GAAP'') or International Financial 
Reporting Standards (``IFRS'') as issued by the International 
Accounting Standards Board (``IASB'').\247\ We note, however,

[[Page 70188]]

that there are two foreign issuers that prepare their financial 
statements in accordance with an accounting standard other than U.S. 
GAAP or IFRS as issued by the IASB and thus will not otherwise be 
subject to any XBRL requirements.
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    \247\ In April 2020, the Commission adopted Inline XBRL 
requirements for registered closed-end funds and BDCs that file on 
Form N-2, which must comply with the new tagging requirements on or 
prior to February 1, 2023. See supra Section II.A.5.c. Thus, filers 
of Forms N-2 and N-14 that are subject to the final rules, which 
include certain registered investment companies and business 
development companies, will be subject to an Inline XBRL requirement 
for other disclosures prior to the compliance date of the final 
rules. Id.
    Filers of these registration statements that have yet to incur a 
periodic reporting obligation under Section 13(a) of the Exchange 
Act when they initially file will necessarily incur a periodic 
reporting obligation after the filing's effectiveness pursuant to 
Section 15(d) of the Exchange Act, and will subsequently be required 
to comply with the Inline XBRL structuring requirements set forth in 
Rule 405 of Regulation S-T and Sec.  232.406 (Rule 406 of Regulation 
S-T). We recognize that, in some instances, a non-reporting filer 
will initially file one of these forms (and thus be required to 
structure filing fee-related information under the amendments), but 
the form may not always be declared effective. In such cases, the 
filer might not incur any other Inline XBRL structuring obligations.
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     334 unique filers that did not file the forms listed in 
the previous paragraph but that filed at least one fee-bearing \248\ 
Schedule 14A, 14C, TO, 13E-3, 13E-4F, or 14D-1F, of which an estimated 
191 unique filers were subject to periodic reporting using Inline 
XBRL.\249\
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    \248\ Of the multiple submission type variants of these 
schedules, only submission types PREM14A/PRER14A and PREM14C/PRER14C 
are fee-bearing and thus subject to the amendments.
    \249\ Reporting companies were identified based on the analysis 
of filings on Form 10-K, 10-Q, 20-F, or 40-F during the 2020 
calendar year. Additionally, filers of Schedules 13E-3 and 13E-4F 
that are not themselves reporting companies must be affiliates of 
reporting companies. Presumably, such filers would benefit from 
their affiliates' experiences with Inline XBRL structuring.
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    Thus, we estimate that approximately 145 (1.6%) filers affected by 
the amendments will become newly subject to Inline XBRL requirements as 
a result of the amendments.\250\
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    \250\ (334 - 191) + 2 = 145. 145 / 9,298 = 1.6%. See supra notes 
246-249 and accompanying text.
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B. Economic Impacts, Including Effects on Efficiency, Competition, and 
Capital Formation

    The section discusses the anticipated economic benefits and costs, 
as well as the likely effects of the amendments on efficiency, 
competition, and capital formation.
1. Structuring Filing Fee-Related Information
    The amendments require filing fee-related disclosures to be 
structured in Inline XBRL for the affected forms listed above. This 
includes information that today is included in the body of the filing 
and some information prepared by filers but the disclosure of which is 
currently optional.\251\ As this information is already either required 
to be disclosed elsewhere in the filing, or must already be gathered to 
complete the filing fee calculation, we believe that any new cost for 
filers from this disclosure requirement will be minimal. For example, 
many of those items already are required in the header of the filing 
while some others are presently disclosed in a narrative format. 
Presenting most of this information substantially in a tabular format 
in the structured data exhibit will centralize filing fee disclosure 
and facilitate the structuring and use of filing fee data for fee 
calculation and validation purposes. The limited scope of the 
disclosure, even after the changes from the proposal to the tabular 
presentation of the information discussed in Section II.A above, is 
expected to preserve the anticipated low costs of the structured data 
exhibit, in line with the proposal, both in the aggregate and for the 
vast majority of filers.
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    \251\ See supra note 30 regarding 457(f) information required 
for calculation of filing fee but not expressly required to be 
disclosed.
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    The commenters that addressed the structuring provisions generally 
supported the proposed amendments.\252\ These commenters discussed the 
expected benefits of the amendments in the form of improved efficiency 
and enhanced potential for automation in preparation, processing and 
review of filing fee-related filings,\253\ as well as improved accuracy 
and disclosure,\254\ with a potential reduction in suspensions of 
filings due to miscalculations.\255\ Structuring filing fee-related 
data under the amendments will enable significantly greater automation 
and more accurate and comprehensive validation of filing fee 
calculations, which currently is manually performed. When structured 
filing fee-related information is received by EDGAR, the EDGAR system 
will be able, as part of its validation process, to determine 
automatically in many cases whether the filing fee calculations have 
been performed correctly. Filings using the optional fee tagging tool 
and test filings that do not pass specific validation tests will be 
flagged before the related live filing is filed, allowing filers to 
correct any filing fee calculation errors without needing to wait for 
Commission staff to verify the calculations manually, and subsequently 
revise an already-filed document and pay any additional filing fees 
owed due to an erroneous calculation.
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    \252\ See letters from Jones, Martinez, XBRL US, and XBRL US WG.
    \253\ See letters from Jones, XBRL US, and XBRL US WG.
    \254\ See letters from Jones and XBRL US.
    \255\ See letter from XBRL US.
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    Greater automation of filing fee calculation and the elimination of 
the need to duplicate the entry of filing fee information are expected 
to benefit filers and the Commission by making the filing process more 
efficient. Structuring filing fee-related information under the 
amendments will also enable the integration of such information into 
existing filing preparation software, and as a result, save time that 
would otherwise have been used to calculate filing fees.
    In addition, filers are expected to benefit from the reduced 
likelihood of filing fee errors and the savings of time required to 
correct such errors. While in some situations, the effort required to 
address a filing fee adjustment is minor (e.g., if additional funds 
need to be wired to the Commission), other situations might require a 
filer to submit a new or amended filing (e.g., if the filer attempts to 
use a non-filing fee bearing filing to register the offer and sale of 
securities). Currently, filers may need to expend effort to update 
their internal records regarding total offsets used and total 
carryforwards registered and make changes to their securities 
registrations. Refiling a corrected version of a filing that has been 
filed with errors might require additional work by in-house counsel or 
filing agents. In contrast, under the amendments, such potential errors 
(such as calculation or tagging errors) will likely be identified 
through the prior submission of a test filing to EDGAR and so can be 
corrected prior to filing. While we expect these benefits will be 
realized by most filers, we recognize that the magnitude of these 
benefits might depend on the particular filer's current filing 
practices and error rates.
    In addition, to the extent that investors, analysts, and other data 
users seek to make use of filing fee information in the affected forms, 
the requirement to structure the filing fee information in Inline XBRL 
may potentially yield benefits in making the filing fee data more 
readily available to such users in a manner that facilitates 
aggregation, comparison, and analysis. Such benefits to data users are 
expected to be modest because the scope of structured data requirements 
in these amendments is tailored to filing fee-related information.
    Filers may incur costs to structure filing fee-related disclosures 
under the amendments.\256\ Implementation costs for filers will vary as 
a function of their

[[Page 70189]]

current processes for preparing fee-bearing filings, as well as their 
internal processes and any software employed to prepare other filings 
required to be in Inline XBRL.
---------------------------------------------------------------------------

    \256\ Software vendors and filing agents may pass through the 
costs of implementing technology changes to structure filing fee-
related disclosures to filers.
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    We recognize that the costs incurred to structure filing fee-
related disclosures in Inline XBRL will vary across filers. For filings 
that already require some information to be structured in Inline 
XBRL,\257\ requiring additional Inline XBRL data elements (some of 
which will no longer be required to be entered into the submission 
header) is straightforward and is not expected to result in a 
significant incremental cost for filers.\258\ In other cases, while the 
affected filings themselves may not presently require Inline XBRL 
structuring, most or all filers of those affected filings already are 
or will otherwise become subject to Inline XBRL requirements and 
therefore will be able to leverage existing structuring processes, 
including software used for other filings, to structure filing fee-
related information with relatively small incremental costs. 
Nevertheless, we recognize that such filers will incur some costs, 
particularly in the initial year of compliance, to meet the new 
requirements.
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    \257\ For example, operating company filers are required to 
provide interactive data for financial statements and periodic and 
current report cover pages under Rules 405 and 406 of Regulation S-
T, respectively.
    \258\ See infra Section V for a discussion of the estimated 
increase in paperwork burden as a result of the requirement to tag 
filing fee-related information. See also FAST Act Adopting Release, 
supra note 140, at 12711 (stating that the cover page tagging 
requirement will not result in significant additional burdens for 
registrants and estimating that the requirement to tag additional 
cover page items will impose an increased paperwork burden of one 
hour for each affected form).
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    We requested comment on the costs of the proposed requirements. One 
commenter surveyed XBRL software vendors to provide an estimate of the 
additional preparation time required for filing fee tagging. The 
results of this survey suggest, consistent with our own analysis and 
conclusions, that the additional effort required to comply with the 
rule will be relatively small.\259\ Based on that survey, that 
commenter concluded that ``preparing the fee tables in Inline XBRL is 
likely to result in additional preparation time for filers'' and that 
the surveyed vendors ``estimated that it could require an additional 30 
minutes to two hours to prepare the first filing with XBRL-formatted 
fee information.'' According to the same commenter, ``eight out of nine 
[surveyed vendors] however, said that the extra time would decline with 
subsequent filings as issuers and vendors move up the learning curve. 
Four of the eight said the time spent would decline significantly; four 
said it would decline somewhat.'' \260\ The commenter further stated 
that ``five out of nine [surveyed vendors] indicated that there would 
likely be a price increase in XBRL preparation for those companies that 
outsource their XBRL preparation, of between 5-10%. For those filers 
who prepare their own submission using a disclosure management tool, 
there may or may not be a modest price increase.'' \261\
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    \259\ See letter from XBRL US. The information presented here 
does not distinguish the costs based on the filer's levels of prior 
Inline XBRL filing experience.
    \260\ Id.
    \261\ Id.
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    Based on the analysis of EDGAR filings during calendar year 2020, 
we estimate that approximately 145 filers will be newly subject to 
Inline XBRL requirements solely as a result of the amendments and will 
therefore incur costs to develop processes and potentially license 
software or engage a third party to comply with the new 
requirements.\262\ Such filers' incremental costs to comply with the 
requirements to tag filing fee-related information may be alleviated by 
a free filing fee-tagging tool that will be available on the 
Commission's website prior to the compliance dates.\263\ The amendments 
include a phase-in period for complying with the requirements to tag 
filing fee-related information.\264\ The compliance date schedule is 
expected to mitigate the rules' effects on smaller filers and filers 
not otherwise required to use Inline XBRL. This schedule will give such 
filers additional time to develop related expertise, as well as provide 
such filers with the opportunity to benefit from the experience of 
larger filers with the structuring requirements. Further, almost all 
operating companies that will be subject to Inline XBRL requirements 
pursuant to the amendments will be required to file financial statement 
and cover page information in Inline XBRL prior to the compliance date 
of the filing fee tagging requirements and thus will incur minimal 
incremental costs to comply with the filing fee tagging requirements 
under the compliance date schedule. Registered closed-end funds and 
BDCs subject to the amendments also will become subject to other Inline 
XBRL requirements prior to the compliance date of the filing fee 
tagging requirements and thus likely will incur minimal incremental 
costs to comply with the filing fee tagging requirements. Overall, the 
compliance schedule is expected to give a reasonable amount of time to 
implement Inline XBRL for tagging this limited subset of filing fee-
related information.
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    \262\ See supra note 247 and accompanying text.
    \263\ This tool would allow filers to input their filing fee-
related disclosures into a web-based graphical user interface, and 
would then generate an Inline XBRL-tagged filing fee exhibit based 
on the inputted disclosures.
    \264\ According to the schedule as adopted, (i) large 
accelerated filers, in a change from the proposal, must comply with 
the filing fee tagging requirements for filings submitted on or 
after 30 (rather than 18) months after the requirements' 
effectiveness; (ii) accelerated filers, in a change from the 
proposal, must comply with the filing fee tagging requirements for 
filings submitted on or after 42 (rather than 30) months following 
the requirements' effectiveness; and (iii) all other filers, 
including certain investment companies that file registration 
statements on Forms N-2 and N-14, must comply for filings submitted 
on or after 42 months after the requirements' effectiveness. Given 
the volume of forms that must be changed, the technical complexity 
of the required development, and the desire to allow filers to test 
the changes, structuring requirements would be phased in. Extending 
the phase-in period for large accelerated filers from 18 to 30 
months, and for accelerated filers--from 30 to 42 months would allow 
filers additional time to complete any required technical and 
software development changes and test the changes over a longer 
period of time prior to full implementation, potentially easing the 
transition burden.
---------------------------------------------------------------------------

    As discussed above, the amendments will permit all filers to file 
their filing fee-related information in Inline XBRL prior to their 
respective compliance dates. Filers will be able to do so under the 
amendments once the EDGAR system has been modified to accept filing 
fee-related information in Inline XBRL for all fee-bearing documents 
subject to the amendments. This opportunity will benefit filers by 
giving filers and software vendors on which they rely additional time 
to implement software changes and gain experience related to tagging 
filing fee-related information in Inline XBRL.
    In a change from the proposal, the amendments require filers to 
structure the filing fee-related information in a separate Inline XBRL 
exhibit document rather than on the cover page of the filing where it 
was proposed to be required. Compared to the proposal, streamlining 
presentation of filing fee-related information and consolidating it to 
a single, separate location within the submission may incrementally 
benefit some filers that seek to prepare and review the filing fee 
disclosure portion of the filing in a separate step from the 
preparation of the main filing. For filers that prepare and review the 
filing fee disclosure together with the main filing, the change is not 
expected to affect preparation cost. This change is expected to have a 
minimal effect on filers and vendors whose software will be used to 
comply with the amendments. Overall, we do not expect this change to 
affect the underlying

[[Page 70190]]

economic effects discussed above, including the costs and benefits of 
structuring the filing fee-related information in Inline XBRL.
    We are adopting several minor technical changes from the proposal. 
In particular, as discussed above, 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. This is expected to facilitate 
filing fee determination, information presentation, capacity tracking, 
and structuring and EDGAR validation. As this information is already 
either required to be disclosed elsewhere in the filing, or must 
already be gathered to complete the filing fee calculation, any new 
cost for filers is expected to be minimal. In addition, we are adopting 
conforming changes to Forms N-2 and N-14.\265\ Further, to account for 
recent amendments to Rule 424 and Forms S-1, S-3, F-1 and F-3, we are 
revising these and, as appropriate, other provisions to conform to the 
other filing fee disclosure and payment methods amendments. Finally, we 
are revising Forms SF-1 and SF-3, as well as Forms N-2 and N-14, to 
conform their filing fee content and presentation requirements, as 
applicable, to those of other fee-bearing forms we are amending. 
Consistent with extending the content and location requirements to 
Forms SF-1 and SF-3, we are permitting, but not requiring, the filers 
of these forms to structure the filing fee-related information to 
realize its benefits and are modifying the proposal to do so.\266\ 
These technical and conforming amendments are expected to facilitate 
filing fee determination, information presentation, and capacity 
tracking. Because these additional content specifications do not add 
new substantive disclosure requirements, but instead clarify current 
requirements and provide additional information on how to satisfy their 
filing fee payment obligations, these amendments will involve minor 
changes to the disclosure of information that filers already must 
collect, and thus are not expected to have appreciable economic 
effects.
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    \265\ As discussed above, and in a change from the proposal, we 
are amending Forms N-2 and N-14 to require the same filing fee-
related content and presentation requirements we are adopting for 
the Affected Securities Act and Exchange Act Forms and Schedules. 
See supra, note 50 and accompanying text. As with operating company 
filers, any new cost of these minor changes for registered closed-
end funds and BDCs is expected to be minimal because they simply 
clarify how to satisfy current filing fee payment obligations. 
Moreover, the resulting greater consistency across affected forms 
may benefit those filers that are part of fund complexes that also 
offer products filed on the Affected Securities Act and Exchange Act 
Forms.
    \266\ We estimate that during calendar year 2020, there were 14 
unique filers of at least one Form SF-1 or SF-3.
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2. Updating Payment Options
    The amendments will permit the use of ACH payments, providing 
filers with an additional option for the electronic deposit of funds. 
We expect that the introduction of the ACH option will be beneficial to 
filers and it was generally supported by commenters.\267\ First, filers 
that presently use paper checks or money orders are likely to benefit 
from the availability of the ACH option. Compared to payments made by 
paper checks and money orders, ACH payments will reduce the need for 
manual re-routing of filing fee payments. Consistent with the 
observations of various commenters, we expect the ACH option to have 
the benefits of improved accuracy and reduced incidence of errors,\268\ 
improved efficiency \269\ and ability to schedule payments in 
advance,\270\ and greater security \271\ and reliability.\272\ We are 
also eliminating the option to pay filing fees via paper checks and 
money orders. The elimination was supported by one commenter.\273\ 
Commenters stated that the ACH option is already widely used by public 
companies in other settings.\274\
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    \267\ See, e.g., letters from Angel, Jones, LaBerge, Larson, 
Martinez, and NACHA.
    \268\ See, e.g., letters from Jones, stating that ``modernizing 
the fee reporting and collecting system with the use of iXBRL and 
ACH will improve efficiency, accuracy, and disclosure''; and 
Martinez stating that ``[a]n automated system such as the ACH to 
help the preparation, disclosure, validation, assessment and 
collection process for fees and payments sounds like it will reduce 
manual errors and help the correction of said errors.''
    \269\ See, e.g., letters from Jones; Larson, stating that ``the 
implementation of [ACH] payments allows for more efficient means of 
payment for most companies filing with the SEC''; and NACHA stating 
that ``[t]he proposed amendments will improve filing fee payment 
certainty, efficiency, and payment processing by facilitating lower-
cost, easily routable payments through the ACH Network.''
    \270\ See, e.g., letter from NACHA, stating that: ``[f]ilers can 
use the ACH instead to schedule payments at their convenience.''
    \271\ See, e.g., letters from Jones, stating that ``ACH is more 
secure than money orders and checks and has been standard practice 
elsewhere for decades''; and NACHA, stating that ``[t]he ACH Network 
serves as a secure, reliable and ubiquitous network for consumer, 
business and government electronic payments.''
    \272\ See, e.g., letter from NACHA.
    \273\ See letter from NACHA.
    \274\ See, e.g., letters from Jones and NACHA.
---------------------------------------------------------------------------

    Although the vast majority of filers (over 99%) currently use wire 
transfers rather than checks or money orders to make filing fee 
payments, we recognize that eliminating checks and money orders as a 
payment option for filers that rely on them may impose an incremental 
cost on such filers. However, such a burden will be mitigated by the 
benefits from having an ACH option. As we noted in the Proposing 
Release, paying by ACH typically provides a convenient and low-cost 
alternative to such filers. Thus, most filers that currently use paper 
checks or money orders will be able to switch to ACH payments and 
likely will not experience an increase in cost from the elimination of 
paper checks and money orders.
    Further, introducing the ACH payment option could also decrease 
costs and payment processing errors for filers that presently use wire 
transfer. Some of the filers that currently use wire transfer may do so 
because they prefer electronic payments, and a wire transfer is the 
sole permitted method. Some of these filers may prefer to use ACH after 
it becomes available (whether for cost savings or otherwise), and thus 
will benefit from the option to use ACH.
    In addition, the ACH option may save filer resources through a 
reduction in payment posting errors, compared to the current options. 
An ACH payment will be submitted along with the filer's properly 
formatted CIK number to ensure that the deposit posts to the correct 
account. This will reduce the necessity for manual re-routing of filing 
fee payments by Commission staff, which currently must be done for 
approximately 9% of filing fee payments. Since an ACH transaction will 
reduce the risk of account payments not being posted promptly, filers 
may be able to spend fewer resources to check account payments.
    In a change from the proposal, made in response to commenter 
suggestions,\275\ we are also adding options to use a debit or credit 
card for payment. These options will provide additional flexibility for 
filers that may be unable to, or prefer not to, send an ACH or wire 
payment. For example, as one commenter indicated, such an option may be 
beneficial for those foreign issuers that are unable to send a wire 
payment.\276\ We recognize that any associated fees charged by debit or 
credit card issuers will impose a cost on such filers. For the 
remainder of filers, because ACH and wire payments will also be 
available for payment of filing fees, we expect filers to choose the 
debit

[[Page 70191]]

or credit card payment option only if it is more cost-effective or 
convenient.\277\
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    \275\ See letters from Angel, LaBerge, and Larson, stating that 
the Commission should, for a fee, accept debit and credit cards for 
filing fee payments and, thereby, provide an alternative for foreign 
issuers.
    \276\ See letter from LaBerge.
    \277\ However, those foreign filers that do not have a U.S. bank 
account and that experience issues with a wire transfer may have to 
rely on a U.S.-based credit or debit card payment even if it is a 
more costly method of payment. The letter from LaBerge discussing 
ACH-related challenges for some foreign filers states: ``ACH 
payments can be an [inconvenience] for foreign and non-US entities 
that don't have a US bank account. Even using an ACH payment, non-US 
entities will have complications when paying their filing and other 
fees, which could result in delays and other mistakes. For example, 
if the payment is not recognized as a domestic ACH transfer, the 
payment may be returned to the foreign entity causing bank fees as 
well as prolonging the timing of the payment to the SEC.''
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3. Fee Offset Amendments
    The amendments will permit filers to reallocate previously paid 
filing fees across security classes if they seek to concurrently (i) 
increase the amount of securities of one or more classes or add one or 
more classes; and (ii) decrease the amount of one or more other classes 
in the same registration statement. Specifically, filers that have not 
relied on Rule 457(o) to calculate a required filing fee may 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 the previously paid filing fees against the total fee due. 
Currently, Rule 457(a), by its terms, requires filers seeking to (i) 
increase the amount of one class or add a class; and (ii) decrease the 
amount of another class to pay additional filing fees based on any 
increased offering amount for the first or additional class even though 
they may have overpaid for the decreased offering amount of a 
registered second class. Filers will benefit from the flexibility to 
reallocate previously paid filing fees across security classes.
    As discussed above,\278\ the fee offset amendment is consistent 
with but goes beyond existing staff guidance on pre-effective 
reallocation of previously paid filing fees across security classes. 
Thus, the economic effects of the provision are reduced to the extent 
that some filers may already follow the existing staff guidance. 
However, adopting rules on pre-effective reallocation will reduce any 
uncertainty some filers may have given the reallocation position's 
status as staff guidance.
---------------------------------------------------------------------------

    \278\ See Securities Act Rules Compliance and Disclosure 
Interpretation (CDI) 640.01 (2017).
---------------------------------------------------------------------------

    The amendments also will require filers to disclose certain 
additional information when claiming a filing fee offset under Rule 
457(p) (such as the amount of unsold securities or unsold aggregate 
offering amount associated with the prior registration statement and 
claimed offset). Because this information is already required to 
determine the filer's eligibility for the offset (and can otherwise be 
inferred from other public disclosures), we believe that any new cost 
for filers from this disclosure requirement will be minimal.
4. Anticipated Effects on Efficiency, Competition, and Capital 
Formation
    Structuring filing fee-related information in Inline XBRL enables 
greater automation of filing fee calculation and verification. This is 
expected to result in a more efficient filing and payment process, 
saving filer resources and in turn benefiting their investors. In 
addition, by saving staff time and resources and increasing the 
accuracy of filing fee payments, the amendments also are expected to 
facilitate the Commission's review of the affected filings.
    To the extent that the requirements under the amendments impose 
incremental costs on some filers, such filers might be at an 
incremental competitive disadvantage, and their investors could 
potentially be adversely affected. However, because the significant 
majority (over 98%) of filers subject to the amendments, including 
smaller filers, are or will already be subject to other Inline XBRL 
disclosure requirements prior to the compliance dates of the 
amendments, those filers will have already incurred costs to adopt 
Inline XBRL. Thus, we do not believe that the amendments will result in 
significant competitive effects on smaller filers or adverse effects on 
their investors.
    Updating payment options to introduce ACH payments and debit and 
credit card transactions and eliminate paper checks and money orders 
could increase the efficiency of processing of filing fee-related 
payments and reduce the burden of tracking payments for filers.
    Finally, providing flexibility in reallocating previously paid 
filing fees across classes of securities should increase efficiency and 
lower registration costs and could potentially encourage capital 
formation through registered offerings among eligible registrants.

C. Reasonable Alternatives

    The amendments require certain filing fee-related information to be 
disclosed in Inline XBRL in most fee-bearing forms. Alternatively, we 
could have required the structuring of filing fee-related information 
for only a subset of filers or smaller subset of forms. Compared to the 
amendments, allowing filing fee-related information to be structured on 
a voluntary basis or for only a subset of filers or smaller subset of 
forms would lower costs for those filers that do not find structuring 
such information to be cost-efficient or who would not be subject to 
the amendments.
    However, a voluntary program or one that captures only a subset of 
affected filers or smaller subset of forms would also reduce potential 
data accuracy and efficiency benefits compared to the mandatory use of 
structuring for affected fee-bearing filings. In particular, fewer 
filings would be validated electronically compared to a mandatory 
program, thereby likely increasing the incidence of errors in filing 
fee-related information and submitted payments and the time and cost 
for filers, as well as Commission staff, to manually check them.
    We are requiring the use of Inline XBRL for filing fee-related 
information in all affected forms. As an alternative to Inline XBRL, we 
could specify that filing fee-related disclosures in all or some 
affected forms appear in XML or XBRL. With respect to XBRL, most filers 
who are or will otherwise be subject to Inline XBRL requirements prior 
to the compliance dates of the amendments have previously been subject 
to XBRL requirements and have therefore likely developed familiarity 
with structuring disclosures in XBRL. However, compared to XBRL, Inline 
XBRL is expected to reduce the time and effort associated with 
preparing filings and simplify the review process for filers.\279\ 
Compared to the requirement to use Inline XBRL, the alternative of 
requiring filing fee-related information in all affected forms to be 
structured in an XML attachment could result in lower costs for the 
small subset of filers that do not presently use Inline XBRL for any 
disclosures. However, unlike under the amendments, these filers would 
be entering data twice: Once in a structured form, and once in the body 
of the disclosure. Moreover, as indicated by one commenter, the XML 
alternative ``would require the creation of additional structure to 
consistently handle the characteristics of the fee'' (already included 
within Inline XBRL) and such ``nonstandard XML schema developed by the 
[Commission] would add to the costs of data preparation, collection, 
and analysis for all stakeholders.'' \280\ Given the importance of the 
accuracy of the filing fee-related information required to be 
structured

[[Page 70192]]

and its consistency throughout a filing, we believe the benefits from 
the use of Inline XBRL justify any potential incremental costs compared 
to XML for those filers. Incremental costs to comply with the 
requirements to tag filing fee-related information may be alleviated by 
the availability of a free filing fee-tagging tool, anticipated to be 
released prior to the compliance date, on the Commission's 
website.\281\ Furthermore, for the significant majority of filers that 
are already required to use Inline XBRL to comply with other structured 
disclosure requirements, the alternative of requiring a different 
structured data language for structuring filing fee-related information 
could result in inefficiencies and costs.
---------------------------------------------------------------------------

    \279\ See Inline XBRL Release, supra note 13.
    \280\ See letter from XBRL US.
    \281\ See supra note 263.
---------------------------------------------------------------------------

    The amendments require filers to structure filing fee-related 
information using Inline XBRL in most, but not all, fee-bearing 
filings. As an alternative, we could have required all filers making 
fee-bearing filings to structure filing fee-related information using 
Inline XBRL.\282\ Among those, filers that are not, or would not be, 
otherwise required to file other disclosures in Inline XBRL would incur 
greater initial costs to adopt Inline XBRL. However, over time, such 
filers may realize greater efficiencies from filing in Inline XBRL. 
Because Inline XBRL is both machine-readable and human-readable, filers 
will have greater ease of reviewing the filing. They may more easily 
identify errors and submit a correct filing, rather than spend time 
after submission to reconcile and submit amendments and amended filing 
fees. In addition, filers may also realize efficiencies from automating 
some of their internal processes because Inline XBRL is machine-
readable. In addition, to the extent that data users access filing fee 
information across all forms, or across some of the forms not filed in 
Inline XBRL, this alternative would yield greater benefits in making 
the filing fee data available to such users so that it can be instantly 
aggregated, compared, and analyzed. However, those fee-bearing filings 
that are outside the scope of the amendments are either filed 
relatively rarely or are filed by filers that may not otherwise be 
subject to Inline XBRL requirements and thus would incur relatively 
higher incremental costs under this alternative (e.g., foreign 
government registration statements filed pursuant to Schedule B of the 
Securities Act).
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    \282\ Forms SF-1, SF-3, S-20, F-6, F-7, F-8, and F-80 under the 
Securities Act and foreign government registration statements filed 
pursuant to Schedule B of the Securities Act, as well as Form N-5, 
are fee-bearing filings that will not be subject to the amendments. 
See supra Section II.A.5. During calendar year 2020, we estimate 
that there were 113 unique filers of these forms and schedules 
(excluding amendments), of which 61 unique filers also filed other 
fee-bearing forms or schedules that would be affected by the 
amendments.
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    As another alternative, we could narrow the scope of filings 
subject to the amendments to include only those fee-bearing filings 
which are filed exclusively by entities that are or will otherwise 
become subject to Inline XBRL requirements for other filings.\283\ This 
alternative would further reduce aggregate filer costs associated with 
the amendments. However, given that the vast majority of filers subject 
to the amendments would already be subject to Inline XBRL requirements 
with respect to other disclosures, such aggregate cost savings are 
likely to be modest. In turn, this alternative also would somewhat 
limit the aggregate benefits for filers and other market participants 
that would result from the rule, compared to the amendments.
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    \283\ The filings will be Form S-1, S-3, S-4, S-8, S-11, F-1, F-
3, F-4, F-10, N-2 and N-14 registration statements, post-effective 
amendments and prospectuses filed pursuant to Rule 424(b), and 
statements filed under Rule 13e-1.
---------------------------------------------------------------------------

    The amendments have a phased compliance schedule for the 
requirements to tag filing fee-related information. Compliance with the 
structuring requirements will be required beginning with filings 
submitted on or after 30 or 42 months after the requirements' 
effectiveness, respectively, for (i) large accelerated filers; and (ii) 
accelerated filers, investment companies that file registration 
statements on Forms N-2 and N-14, and all other filers. As an 
alternative, we could employ a single compliance date or either 
accelerate or postpone compliance for particular filer categories or 
form types. Compared to the compliance schedule in the amendments, 
accelerating (postponing) compliance would provide filers less (more) 
time to implement Inline XBRL for tagging filing fee-related 
information and accelerate (postpone) the benefits of tagging filing 
fee-related information for users of this data. In particular, 
accelerating the compliance date schedule to require the tagging of 
filing fee-related information before most filers of affected forms 
have been required to tag financial statement and cover page 
information in Inline XBRL might result in additional transition 
challenges for those filers.
    We are adding the ACH, debit, and credit card options for filing 
fee payments and eliminating the paper check and money order payment 
options. As an alternative, we could add the new payment options but 
not eliminate the paper check payment option, as suggested by one 
commenter.\284\ This alternative would provide additional flexibility 
to those issuers that presently rely on paper checks and are unable or 
unwilling to use a wire, ACH, debit, or credit card payment, compared 
to the amendments. The aggregate benefit of the alternative of 
retaining the paper check option is likely to be minimal, given the 
modest reliance on the paper check option among filers today, as well 
as the wide use of ACH in other contexts.\285\
---------------------------------------------------------------------------

    \284\ See letter from Wilson.
    \285\ See letters from Jones and NACHA.
---------------------------------------------------------------------------

V. Paperwork Reduction Act

A. Background

    Certain provisions of our rules, schedules, and forms that will be 
affected by the amendments contain ``collection of information'' 
requirements within the meaning of the Paperwork Reduction Act of 1995 
(``PRA'').\286\ The Commission published a notice requesting comment on 
revisions to these collections of information requirements in the 
Proposing Release and has submitted these requirements to the Office of 
Management and Budget (``OMB'') for review in accordance with the 
PRA.\287\ The hours and costs associated with preparing, filing, and 
sending the schedules and forms constitute reporting and cost burdens 
imposed by each collection of information. An agency may not conduct or 
sponsor, and a person is not required to comply with, a collection of 
information unless it displays a currently valid OMB control number. 
Compliance with the information collections is mandatory. Responses to 
the information collections are not kept confidential and there is no 
mandatory retention period for the information disclosed. The titles 
for the collections of information are:

    \286\ 44 U.S.C. 3501 et seq.
    \287\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.
---------------------------------------------------------------------------

    1. Form S-1 (OMB Control No. 3235-0065);
    2. Form S-3 (OMB Control No. 3235-0073);
    3. Form S-4 (OMB Control No. 3235-0324);
    4. Form S-8 (OMB Control No. 3235-0066);
    5. Form S-11 (OMB Control No. 3235-0067);
    6. Form F-1 (OMB Control No. 3235-0258);
    7. Form F-3 (OMB Control No. 3235-0256);
    8. Form F-4 (OMB Control No. 3235-0325);
    9. Form F-10 (OMB Control No. 3235-0380);

[[Page 70193]]

    10. Form SF-1 (OMB Control No. 3235-0707);
    11. Form SF-3 (OMB Control No. 3235-0690);
    12. Schedule 13E-3 (OMB Control No. 3235-0007);
    13. Schedule 13E-4F (OMB Control No. 3235-0375);
    14. Schedule 14A (OMB Control No. 3235-0059);
    15. Schedule 14C (OMB Control No. 3235-0057);
    16. Schedule TO (OMB Control No. 3235-0515);
    17. Schedule 14D-1F (OMB Control No. 3235-0376);
    18. Rule 13e-1 (OMB Control No. 3235-0305);
    19. Investment Company Interactive Data (for Forms N-2 and N-14) 
(OMB No. 3235-0642); \288\
---------------------------------------------------------------------------

    \288\ In 2020, the Commission issued a release that, among other 
things, retitled this collection of information (previously, 
``Mutual Fund Interactive Data'') as ``Investment Company 
Interactive Data.'' See Variable Contract Summary Prospectus 
Adopting Release, supra note 13.
---------------------------------------------------------------------------

    20. Form N-2 (OMB 3235-0026); and
    21. Form N-14 (OMB 3235-0336).\289\
---------------------------------------------------------------------------

    \289\ We are amending Form 24F-2 to eliminate the substance of 
current Item 9, which duplicates information required in the form 
header, and renumber current Item 10 as Item 9. We view this as a 
technical change that will eliminate some minor duplication and 
streamline the form, but have no impact on filer burdens. 
Accordingly, we are not revising the PRA estimates for Form 24F-2.
---------------------------------------------------------------------------

    The forms, schedules, rule and regulations listed above were 
adopted under the Securities Act, the Exchange Act, and/or the 
Investment Company Act. They set forth disclosure requirements related 
to registration statements, periodic reports, going private 
transactions, tender offers and proxy and information statements filed 
to help investors make informed investment and voting decisions.
    The Investment Company Interactive Data collection of information 
references current requirements for certain registered investment 
companies and BDCs to submit to the Commission in Inline XBRL certain 
information provided in response to specified form and rule 
requirements included in their registration statements, post-effective 
amendments thereto, prospectuses filed pursuant to Rule 424(b) and 
Sec.  230.497(c) or (e) (Rule 497(c) or (e) under the Securities Act), 
Exchange Act reports that are incorporated by reference into a 
registration statement, and for BDCs, their financial statements.\290\ 
The final amendments will include new filing fee-related disclosure 
requirements along with corresponding structured data requirements for 
(non-interval) registered closed-end funds and BDCs as set forth in the 
General Instructions to Forms N-2 and Form N-14, and required by the 
amendments to Regulation S-T.\291\ Consistent with prior practice, we 
are separately reflecting the hour and cost burdens for fund data 
tagging requirements in the burden estimate for Investment Company 
Interactive Data, not in the estimates for Forms N-2 and Form N-14. 
Relatedly, we separately address the Form N-2 and Form N-14 collections 
of information with regard to the compliance burdens estimated to 
result from the related disclosure requirements we are adopting. We did 
not address these collections of information in the Proposing Release 
because the related disclosure amendments we proposed would not have 
impacted the compliance burdens. As noted below, however, we estimate 
that the adopted disclosure requirements will result in 0.25 hour net 
increase in compliance burden, the same burden as for the Affected 
Securities Act and Exchange Act Forms and Schedules, as well as Forms 
SF-1 and SF-3.
---------------------------------------------------------------------------

    \290\ See Interactive Data for Mutual Fund Risk/Return Summary, 
Investment Company Act Release No. 28617 (Feb. 11, 2009) [74 FR 7748 
(Feb. 19, 2009)] (requiring Form N-1A prospectus risk/return summary 
information to be submitted in XBRL); Inline XBRL Release, supra 
note 13 (requiring Form N-1A prospectus risk/return summary 
information to be submitted in Inline XBRL); Variable Contract 
Summary Prospectus Adopting Release, supra note 13 (requiring 
specified Form N-3, N-4, and N-6 prospectus items to be submitted in 
Inline XBRL); and Closed-End Fund Offering Reform Adopting Release, 
supra note 2 (requiring Form N-2 cover page information and 
specified Form N-2 prospectus items, as well as financial statement 
information (for BDCs only) to be submitted in Inline XBRL).
    \291\ 17 CFR 232.10 through 232.501 [OMB Control No. 3235-0424] 
(which specifies the requirements that govern the electronic 
submission of documents). We are adopting new Rule 408 of Regulation 
S-T, which requires the filing fee exhibits for specified fee-
bearing forms, including Forms N-2 and N-14, to be submitted in 
Inline XBRL.
---------------------------------------------------------------------------

    A description of the final amendments, including the need for the 
information and its intended use, as well as a description of the 
likely respondents, can be found in Section II above, and a discussion 
of the economic effects of the amendments can be found in Section IV 
above.

B. Summary of Comment Letters and the Amendments' Effects on the 
Collections of Information

    The Commission received one comment letter related to the PRA 
estimates in the Proposing Release. The commenter provided the results 
of a survey it conducted of nine XBRL preparation vendors regarding 
some of the questions raised in the Proposing Release.\292\ The vendors 
estimated that the structuring of fee-related information would result 
in 30 minutes to two hours of additional preparation time for the first 
filing containing this information, but indicated that the time would 
decline with subsequent filings.\293\ Five of the nine vendors also 
responded that a price increase of 5-10% could occur as a result of the 
requirement to structure filing fee information for registrants that 
outsource XBRL preparation, and that registrants who structure their 
own submissions using a disclosure management tool may or may not 
realize a modest price increase. These burden estimates are consistent 
with the one-hour burden increase per form for structuring data that 
was included in the Proposing Release, so we made no changes based on 
these comments.
---------------------------------------------------------------------------

    \292\ Letter from XBRL US.
    \293\ Four of the vendors estimated that the costs would decline 
significantly after the first filing. Four other vendors estimated 
that the costs would decline somewhat after the first filing.
---------------------------------------------------------------------------

    The following table summarizes the estimated burden change of the 
amendments on the paperwork burdens associated with the affected forms 
listed above.\294\
---------------------------------------------------------------------------

    \294\ We believe the payment method option and fee offset 
changes discussed above would not affect the paperwork burdens 
associated with these forms.

  PRA Table 1--Estimated Paperwork Burden Changes Due to the Amendments
------------------------------------------------------------------------
                                    Affected forms,
           Amendments               schedules, and     Estimated burden
                                       documents            change
------------------------------------------------------------------------
Disclosure of Fee-Related
 Information:
 Moving the filing fee-    Forms S-    0.25 hour
 related information to a          1, S-3, S-8, S-     net increase in
 separate exhibit document         11, S-4, F-1, F-    compliance
 rather than requiring it on the   3, F-4, F-10, SF-   burden.
 cover and making conforming       1, SF-3, N-2, and
 changes in regard to the          N-14.
 Affected Securities Act and       Schedules
 Exchange Act Forms and            13E-3, 13E-4F,
 Schedules, as well as Forms SF-   14A, 14C, TO and
 1, SF-3, N-2 and N-14.            14D-1F.

[[Page 70194]]

 
 Adding new rows and
 columns to the filing fee
 tables of the Affected
 Securities Act and Exchange Act
 Forms and Schedules, as well as
 to Forms SF-1, SF-3, N-2 and N-
 14.
 Adding or revising
 instructions regarding
 presentation, calculations and
 related disclosure in general
 and, in particular, associated
 with Rule 415(a)(6), Rule
 424(g), Rule 429, Rule 457(a),
 (b), (f), (h), (o), (p), (r),
 (s), and (u), and Rule 0-
 11(a)(2), as applicable, in
 regard to the Affected
 Securities Act and Exchange Act
 Forms and Schedules as well as
 Forms SF-1, SF-3, N-2, and N-
 14, as applicable.
 Adding an exhibit-based   Documents   0.25 hour
 fee table and related             filed under Rule    net increase in
 instructions to Rule 13e-1 to     13e-1.              compliance
 conform its requirements to                           burden.
 those for the Affected
 Securities Act and Exchange Act
 Forms to the extent applicable.
Structuring of Fee-Related
 Information:
 Require structuring, in   Forms S-    1 hour
 Inline XBRL, of all the fee-      1, S-3, S-8, S-     net increase in
 related information that will     11, S-4, F-1, F-    compliance burden
 be required in the filing fee     3, F-4, and F-10.   per form/
 exhibit of the Affected           Schedules   schedule.
 Securities Act and Exchange Act   13E-3, 13E-4F,
 Forms and Schedules, documents    14A, 14C, TO and
 filed under Rule 13e-1. The       14D-1F.
 structured information will       Documents
 include each fee table in the     filed under Rule
 filing fee exhibit, together      13e-1.
 with a related explanatory
 section.
 Require structuring, in   Forms N-2   1 hour
 Inline XBRL, of all of the        and N-14.           net increase in
 filing fee-related information                        compliance burden
 that will be required in the                          per form (as
 filing fee exhibit of Forms N-2                       reflected in the
 and N-14.                                             hour and cost
                                                       burden estimate
                                                       for Investment
                                                       Company
                                                       Interactive
                                                       Data).
------------------------------------------------------------------------

C. Incremental and Aggregate Burden and Cost Estimates for the 
Amendments

    Below we estimate the incremental change in internal burden and 
outside professional cost as a result of the amendments. These 
estimates represent the average burden for all registrants, both large 
and small. In deriving our estimates, we recognize that the burdens 
will likely vary among individual registrants based on a number of 
factors, including the nature of their business. We do not believe that 
the amendments will change the frequency of responses to the existing 
collections of information; rather, we estimate that the amendments 
will change only the burden per response.
    The burden estimates were calculated by multiplying the estimated 
number of responses by the estimated average amount of time it would 
take a registrant to prepare and review the disclosures required under 
the amendments. For purposes of the PRA, the burden is allocated 
between internal burden hours and outside professional costs. The table 
below sets forth the percentage estimates the Commission typically uses 
for the burden allocation for each form. We also estimate that the 
average cost of retaining an outside professional is $400 per 
hour.\295\
---------------------------------------------------------------------------

    \295\ We recognize that the costs of retaining outside 
professionals may vary depending on the nature of the professional 
services, but for purposes of this PRA analysis, we estimate that 
such costs would be an average of $400 per hour. This estimate is 
based on consultations with several registrants, law firms, and 
other entities that regularly assist registrants in preparing and 
filing documents with the Commission.

  PRA Table 2--Standard Estimated Burden Allocation for Specified Forms
                              and Schedules
------------------------------------------------------------------------
                                                              Outside
           Form/schedule/other             Internal (%)    professionals
                                                                (%)
------------------------------------------------------------------------
Schedules 14A and 14C...................              75              25
Forms S-1, S-3, S-11, S-4, F-1, F-3, F-               25              75
 4, F-10, SF-1, SF-3, N-2, and N-14.....
Schedule 13E-3..........................  ..............  ..............
Rule 13e-1..............................  ..............  ..............
Investment Company Interactive Data.....  ..............  ..............
Form S-8 and Schedule TO................              50              50
Schedules 13E-4F and 14D-1F.............             100  ..............
------------------------------------------------------------------------

    The tables below illustrate the estimated incremental change to the 
total annual compliance burden of the affected forms, in hours and in 
costs, as a result of the amendments.

[[Page 70195]]



            PRA Table 3--Calculation of the Incremental Change in Annual Burden Estimates of Affected Responses Resulting From the Amendments
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                             Estimated
                                                             Estimated       Estimated         Total         Estimated       Estimated        outside
                          Form                               number of      incremental     incremental      internal         outside      professional
                                                             affected      burden hours/   burden hours    burden hours    professional   costs/affected
                                                             responses         form                                            hours         responses
                                                                     (A)             (B)     (C) = (A) x     (D) = (C) x     (E) = (C) x     (F) = (E) x
                                                                                                     (B)  (Allocation %)  (Allocation %)            $400
--------------------------------------------------------------------------------------------------------------------------------------------------------
S-1.....................................................             894            1.25           1,119             280             839        $335,600
S-3.....................................................           1,647            1.25           2,059             515           1,544         617,600
S-4.....................................................             551            1.25             689             172             517         206,800
S-8.....................................................           2,140            1.25           2,675           1,338           1,337         534,800
S-11....................................................              64            1.25              80              20              60          24,000
F-1.....................................................              63            1.25              79              20              59          23,600
F-3.....................................................             112            1.25             140              35             105          42,000
F-4.....................................................              39            1.25              49              12              37          14,800
F-10....................................................              77            1.25              96              24              72          28,800
SF-1....................................................               6             .25               2               1               1             400
SF-3....................................................              71             .25              18               5              13           5,200
Sch. 14A................................................             362            1.25             453             340             113          45,200
Sch. 14C................................................              78            1.25              98              74              24           9,600
Sch. 13E-3..............................................              77            1.25              96              24              72          28,800
Sch. 13E-4F.............................................               3            1.25               4               4               0               0
Sch. TO.................................................           1,378            1.25           1,723             862             861         344,400
Sch. 14D-1F.............................................               2            1.25               3               3               0               0
Rule 13e-1..............................................              10            1.25              13               3              10           4,000
N-2.....................................................             275             .25              69              17              52          20,625
N-14....................................................              54             .25              14               3              10           4,050
IC Interactive Data.....................................             329             1.0             329              82             247          98,700
                                                         -----------------------------------------------------------------------------------------------
    Totals..............................................  ..............  ..............  ..............           3,834           5,973       2,388,975
--------------------------------------------------------------------------------------------------------------------------------------------------------


                                                                  PRA Table 4--Requested Paperwork Burden Under the Amendments
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                              Current burden                         Program change                         Requested change in burden
                                                                 -------------------------------------------------------------------------------------------------------------------------------
                                                                                                          Number of
                         Form/collection                            Current      Current                   affected   Increase in   Increase in
                                                                     annual       burden      Current     responses     company    professional       Annual       Burden hours     Cost burden
                                                                   responses      hours     cost burden     or new       hours         costs        responses
                                                                                                          responses
                                                                          (A)          (B)          (C)          (D)      (E) \1\       (F) \2\     (G) = (A) or     (H) = (B) +     (I) = (C) +
                                                                                                                                                            (for             (E)             (F)
                                                                                                                                                  IC Interactive
                                                                                                                                                 Data) (A) + (D)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
S-1.............................................................          894      146,067  $78,922,043          894          280      $335,600              894         146,347    $179,257,643
S-3.............................................................        1,647      192,460  234,775,580        1,647          515       617,600            1,647         192,975     235,393,100
S-4.............................................................          551      563,216  678,291,204          551          172       206,800              551         563,388     678,498,004
S-8.............................................................        2,140       28,890   11,556,000        2,140        1,338       534,800            2,140          30,228      12,090,800
S-11............................................................           64       12,290   15,016,968           64           20        24,000               64          12,310      15,040,968
F-1.............................................................           63       26,815   32,445,300           63           20        23,600               63          26,835      32,468,900
F-3.............................................................          112        4,448    5,712,000          112           35        42,000              112           4,483       5,754,000
F-4.............................................................           39       14,076   17,106,000           39           12        14,800               39          14,088      17,120,800
F-10............................................................           77          558      669,900           77           24        28,800               77             582         698,700
SF-1............................................................            6        2,076    2,491,200            6            1           400                6           2,077       2,491,600
SF-3............................................................           71       24,552   29,463,225           71            5          5200               71          24,557      29,468,425
Sch. 14A........................................................        5,586      551,101   73,480,012          362          340        45,200            5,586         551,441      73,525,212
Sch. 14C........................................................          569       56,356    7,514,944           78           74         9,600              569          56,430       7,524,544
Sch. 13E-3......................................................           77        2,646    3,174,248           77           24        28,800               77           2,670       3,203,048
Sch. 13E-4F.....................................................            3            6            0            3            4             0                3              10               0
Sch. TO.........................................................        1,378       29,972   17,988,600        1,378          862       344,400            1,378          30,834      12,333,000
Sch. 14D-1F.....................................................            2            4            0            2            3             0                2               7               0
Rule 13e-1......................................................           10           25       30,000           10            3         4,000               10              28          34,000
N-2.............................................................          298       94,350    6,269,752          275           17        20,625              298          94,367       6,290,377
N-14............................................................          253      125,260    5,842,000           54            3         4,050              253         125,263       5,846,050
IC Interactive Data.............................................       19,817      252,602   15,350,750           54           82        98,700           19,871         252,684      15,449,450
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ From Column (D) in PRA Table 3.
\2\ From Column (F) in PRA Table 3.


[[Page 70196]]

VI. Final Regulatory Flexibility Act Analysis

    The Regulatory Flexibility Act (``RFA'') \296\ requires the 
Commission, in promulgating rules under Section 553 of the 
Administrative Procedure Act,\297\ to consider the impact of those 
rules on small entities. We have prepared this Final Regulatory 
Flexibility Act Analysis (``FRFA'') in accordance with Section 604 of 
the RFA.\298\ An initial Regulatory Flexibility Analysis (``IRFA'') was 
prepared in accordance with the RFA and was included in the Proposing 
Release. This FRFA relates to the amendments to the rules and forms 
described in Section II above.
---------------------------------------------------------------------------

    \296\ 5 U.S.C. 601 et seq.
    \297\ 5 U.S.C. 553.
    \298\ 5 U.S.C. 604.
---------------------------------------------------------------------------

A. Need for, and Objectives of, the Final Amendments

    The purpose of the amendments is to improve the accuracy and 
efficiency and reduce the costs and burdens of filing fee preparation, 
payments, and processing. The amendments will modernize and simplify 
filing fee disclosure and the fee payment process for most fee-bearing 
forms, schedules, and reports filed with the Commission. For example, 
the amendments add ACH and debit and credit card options for filing fee 
payments and require filers to structure filing fee information in 
Inline XBRL. Finally, the amendments enable certain registrants to 
reallocate fees previously paid in connection with the same 
registration statement.
    The need for and objectives of, the amendments are discussed in 
more detail in Section II above. We discuss the economic impact, 
including the estimated compliance costs and burdens, of the amendments 
in Sections IV and V above.

B. Significant Issues Raised by Public Comment

    In the Proposing Release, we requested comment on all aspects of 
the IRFA, including how the proposed amendments could further lower the 
burden on small entities, the number of small entities that would be 
affected by the proposed amendments, the existence or nature of the 
potential impact of the proposals on small entities discussed in the 
analysis, and how to quantify the impact of the proposed amendments. In 
response, one commenter provided the results of a survey it conducted 
of nine XBRL preparation vendors regarding some of the questions raised 
in the Proposing Release.\299\ The commenter indicated that the vendors 
were split on the value of a phase-in period for smaller reporting 
companies. Those not in favor of a phase-in period noted that the 
tagging of filing fee information will be trivial compared to the 
tagging of financial statement information, and that having all 
companies comply with the new filing submission process at the same 
time would reduce confusion among issuers, vendors, and data users. The 
other vendors favoring a phase-in period cited the more limited 
resources available to smaller issuers.
---------------------------------------------------------------------------

    \299\ Letter from XBRL US.
---------------------------------------------------------------------------

C. Small Entities Subject to the Final Amendments

    The final amendments will affect registrants that are small 
entities. The RFA defines ``small entity'' to mean ``small business,'' 
``small organization,'' or ``small governmental jurisdiction.'' \300\ 
For purposes of the RFA, under our rules, an issuer, other than an 
investment company or an investment adviser, is a ``small business'' or 
``small organization'' if it had total assets of $5 million or less on 
the last day of its most recent fiscal year and is engaged or proposing 
to engage in an offering of securities that does not exceed $5 
million.\301\ An investment company, including a BDC, is considered to 
be a ``small business'' if it, together with other investment companies 
in the same group of related investment companies, has net assets of 
$50 million or less as of the end of its most recent fiscal year.\302\ 
We estimate that there are 976 issuers that file with the Commission, 
other than investment companies or BDCs, that may be considered small 
entities and are potentially subject to the amendments.\303\ We 
estimate that there are 2 investment companies that make filings with 
the Commission on Forms N-2 and N-14 that may be considered small 
entities and are potentially subject to the amendments.\304\
---------------------------------------------------------------------------

    \300\ 5 U.S.C. 601(6).
    \301\ See Sec. Sec.  230.157 (Securities Act Rule 157) and 
240.0-10(a) (Exchange Act Rule 0-10(a)).
    \302\ See Sec.  270.0-10(a) (Investment Company Act Rule 0-
10(a)).
    \303\ This estimate is based on staff analysis of issuers, 
excluding co-registrants, subsidiaries, or ABS issuers, with EDGAR 
filings of Form 10-K, 20-F, and 40-F, or amendments to these forms, 
filed during the calendar year of January 1, 2020, to December 31, 
2020 or filed by September 1, 2021 that, if timely filed by the 
applicable deadline, would have been filed between January 1 and 
December 31, 2020. Analysis is based on data from XBRL filings, 
Compustat, and Ives Group Audit Analytics and manual review of 
filings submitted to the Commission.
    \304\ This estimate is based on staff analysis of registered 
closed-end funds and BDCs (that are not interval funds) that were 
active as of December 31, 2020 and file on Form N-2. An investment 
company is a small entity if, together with other investment 
companies in the same group of related investment companies, it has 
net assets of $50 million or less as of the end of its most recent 
fiscal year. 17 CFR 270.0-10(a) (Investment Company Act Rule 0-
10(a)).
---------------------------------------------------------------------------

D. Projected Reporting, Recordkeeping, and Other Compliance 
Requirements

    We expect the amendments to have a small incremental effect on 
existing reporting, recordkeeping and other compliance burdens for all 
issuers, including small entities. Many of the amendments would 
simplify and streamline existing disclosure requirements and payment 
alternatives in ways that should reduce compliance burdens. Some of the 
amendments, like those that would require the structuring of filing fee 
disclosures and related information,\305\ will increase compliance 
costs for registrants, although we do not expect these additional costs 
to be significant. Compliance with certain provisions affected by the 
amendments will require the use of professional skills, including 
accounting, legal, and technical skills. The final amendments are 
discussed in detail in Sections I and II above. We discuss the economic 
effect, including the estimated costs and burdens, of the final 
amendments on all registrants, including small entities, in Section IV 
above.
---------------------------------------------------------------------------

    \305\ See, e.g., supra Section II.A.4.
---------------------------------------------------------------------------

E. Agency Action To Minimize Effect on Small Entities

    The RFA directs us to consider alternatives that would accomplish 
our stated objectives, while minimizing any significant adverse effect 
on small entities. Accordingly, we considered the following 
alternatives:
     Establishing different compliance or reporting 
requirements or timetables that take into account the resources 
available to small entities;
     Clarifying, consolidating or simplifying compliance and 
reporting requirements for small entities under our rules as revised by 
the amendments;
     Using performance rather than design standards; and
     Exempting small entities from coverage of all or part of 
the amendments.
    We believe the amendments will clarify, consolidate and simplify 
compliance and reporting requirements for small entities and other 
registrants. As discussed above, the amendments will modernize and 
streamline the filing fee payment process and filing fee disclosures by 
requiring more complete disclosure of filing fee-related information 
and requiring the filing fee information to be presented in a

[[Page 70197]]

structured format. The amendments should make it easier to validate 
filing fee calculation and payments made by small entities and other 
registrants.
    We do not believe that the amendments impose any significant new 
compliance obligations on small entities or other registrants. Most 
registrants that file the affected forms will have experience 
structuring information in Inline XBRL format. Registrants that file 
Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, F-10, N-2, and N-14 
generally are or will, as a result of the phase-in of the Inline XBRL 
requirements or, in some cases, the need to file Exchange Act periodic 
and current reports, be required to file their financial statements in 
Inline XBRL format. Annual reports on Forms 10-K, 20-F, and 40-F, 
quarterly reports on Form 10-Q, current reports on Form 8-K, and 
reports on Form 6-K under the Exchange Act are subject to financial 
statement Inline XBRL requirements.\306\ In addition, we recently 
adopted rule and form amendments that will, over a period of time, 
require registrants to structure information on the cover page of Forms 
10-K, 10-Q, 8-K, 20-F, and 40-F using Inline XBRL.\307\ We are adopting 
a transition period for the fee-related information structuring 
requirements under the amendments for all registrants. Small entities 
would be in the last group phased in under the transition, and it would 
occur after they already have experience with the financial statement 
and cover page Inline XBRL structuring requirements. Accordingly, we do 
not believe it is necessary to establish different compliance and 
reporting requirements or timetables, beyond their transition period 
treatment, or to exempt small entities from all or part of the 
amendments.
---------------------------------------------------------------------------

    \306\ See supra note 139 discussing tagging requirements 
applicable to Securities Act and Exchange Act forms.
    \307\ See FAST Act Release, supra note 140.
---------------------------------------------------------------------------

    All investment company small entities filing Forms N-2, and those 
that will be required to provide the filing fee exhibit required by 
Form N-14, will have experience structuring Commission documents in 
Inline XBRL. We do not expect those investment companies to incur any 
significant new transition costs associated with preparing and 
reviewing their initial Inline XBRL submissions. We therefore do not 
believe it is necessary to establish different compliance and reporting 
requirements or timetables or to exempt investment company small 
entities from all or part of the final amendments.
    Finally, with respect to using performance rather than design 
standards, the amendments generally use design rather than performance 
standards in order to promote uniform filing fee payment and disclosure 
requirements for all registrants. In some instances, the amendments 
would modernize and simplify existing design standards. For example, 
the proposed amendments would add ACH and debit and credit cards as new 
filing fee payment options and eliminate paper check and money order 
payment options. While the use of ACH and debit or credit cards are 
design standards, under the amendments, they would be options that are 
available, not a mandatory format. The filer still would have the 
flexibility to use another option (wire transfer).

VII. Statutory Authority

    The amendments contained in this document are being adopted under 
the authority set forth in Sections 7, 10, and, 19(a) of the Securities 
Act, Sections 3, 12, 13, 14, 15(d), 23(a), and 35A of the Exchange Act 
and Sections 8, 24, 30, and 38 of the Investment Company Act.

List of Subjects in 17 CFR Parts 202, 229, 230, 232, 239, 240, 270, 
and 274

    Administrative practice and procedure, Reporting and recordkeeping 
requirements, Securities.

Text of Final Rule and Form Amendments

    In accordance with the foregoing, the Commission amends title 17, 
chapter II of the Code of Federal Regulations as follows:

PART 202--INFORMAL AND OTHER PROCEDURES

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

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

0
2. Effective May 31, 2022, amend Sec.  202.3a by:
0
a. Revising paragraphs (a), (b) introductory text, (b)(1) introductory 
text, (b)(1)(i)(A), (b)(1)(ii), and (b)(2);
0
b. Designating the note to paragraph (b) as note 1 to paragraph (b) and 
revising the newly designated note;
0
c. Adding note 2 to paragraph (b); and
0
d. Revising the first sentence of paragraph (d).
    The revisions and addition 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. Sec.  230.111, 240.0-9, 
and 270.0-8 of this chapter. All such fees are to be paid through the 
U.S. Treasury designated lockbox depository or system and may be paid 
by wire transfer, debit card, or credit card or via the Automated 
Clearing House Network (``ACH'') pursuant to the specific instructions 
set forth in paragraph (b) of this section. Checks will not be accepted 
for payment of fees. To ensure proper posting, all filers must include 
their Commission-assigned Central Index Key (CIK) number (also known as 
the Commission-assigned registrant or payor account number) on fee 
payments. If a third party submits a fee payment, the fee payment must 
specify the account number to which the fee is to be applied.
    (b) Instructions for payment of filing fees. Except as provided in 
paragraph (c) of this section, these instructions provide direction for 
remitting fees specified in paragraph (a) of this section. You may 
contact the Filing Fees Branch in the Office of Financial Management at 
(202) 551-8900 or go to https://www.sec.gov/paymentoptions for 
additional information if you have questions.
    (1) Instructions for payment of fees by wire transfer (FEDWIRE). 
U.S. Bank, N.A. in St. Louis, Missouri, is the U.S. Treasury designated 
financial agent for Commission filing fee payments. The hours of 
operation at U.S. Bank for wire transfers are each day, except 
Saturdays, Sundays, and Federal holidays, 8:30 a.m. to 6:30 p.m. 
Eastern Standard Time or Eastern Daylight Savings Time, whichever is 
currently in effect. Any bank or wire transfer service may initiate 
wire transfers of filing fee payments through the FEDWIRE system to 
U.S. Bank. A filing entity does not need to establish an account at 
U.S. Bank in order to remit filing fee payments.
    (i) * * *
    (A) The Commission's account number at U.S. Bank (850000001001); 
and
* * * * *
    (ii) You may refer to the examples found on the Commission's 
website at https://www.sec.gov/paymentoptions for the proper format.
    (2) Instructions for payment of fees by debit card or credit card 
or via the Automated Clearing House Network (ACH). To remit a filing 
fee payment by debit card or credit card or via ACH,

[[Page 70198]]

please go to the Commission's EDGAR system.

    Note 1 to paragraph(b): Wire transfers and debit card, credit 
card, and ACH payments are not instantaneous. The time required to 
process a wire transfer through the FEDWIRE system, from origination 
to receipt by U.S. Bank, varies substantially. Debit card and credit 
card payments generally are expected to become available to the 
Commission the next day. ACH payments generally are expected to 
become available to the Commission within one to three business 
days. Specified filings, such as registration statements pursuant to 
section 6(b) of the Securities Act of 1933 that provide for the 
registration of securities and mandate the receipt of the 
appropriate fee payment upon filing, and transactional filings 
pursuant to the Securities Exchange Act of 1934, such as many proxy 
statements involving extraordinary business transactions, will not 
be accepted if sufficient funds have not been received by the 
Commission at the time of filing.


    Note 2 to paragraph (b):  You should obtain the reference number 
of the wire transfer from your bank or wire transfer service. Having 
this number can greatly facilitate tracing the funds if any problems 
occur. If a wire transfer of filing fees does not contain the 
required information in the proper format, the Commission may not be 
able to identify the payor and the acceptance of filings may be 
delayed. To ensure proper credit, you must provide all required 
information to the sending bank or wire transfer service. Commission 
data must be inserted in the proper fields. The most critical data 
are the Commission's account number at U.S. Bank and the payor CIK, 
the Commission-assigned account number identified as the CIK number.

* * * * *
    (d) Filing fee accounts. A filing fee account is maintained for 
each filer who submits a filing requiring a fee on the Commission's 
EDGAR system or who submits funds to the U.S. Treasury designated 
depository or system in anticipation of paying a filing fee. * * *
* * * * *

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES 
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND 
CONSERVATION ACT OF 1975--REGULATION S-K

0
3. The authority citation for part 229 continues to read as follows:

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


0
4. Amend Sec.  229.601 by:
0
a. In the exhibit table in paragraph (a), adding an entry for ``(107)'' 
in numerical order; and
0
b. Adding paragraph (b)(107).
    The additions read as follows:


Sec.  229.601   (Item 601) Exhibits.

    (a) * * *
    [GRAPHIC] [TIFF OMITTED] TR09DE21.000
    
* * * * *
    (b) * * *
    (107) Filing fee table. The filing fee table and related disclosure 
required by Item 16.(c) of Form S-1 (Sec.  239.11 of this chapter), 
Item 16.(b) of Form S-3 (Sec.  239.13 of this chapter), Item 8.(b) of 
Form S-8 (Sec.  239.16b of this chapter), Item 36.(c) of Form S-11 
(Sec.  239.18 of this chapter), Item 21.(d) of Form S-4 (Sec.  239.25 
of this chapter), Item 8.c of Form F-1 (Sec.  239.31 of this chapter), 
Item 9.(b) of Form F-3 (Sec.  239.33 of this chapter), Item 21.(d) of 
Form F-4 (Sec.  239.34 of this chapter), Item 14.(b) of

[[Page 70199]]

Form SF-1 (Sec.  239.44 of this chapter), and Item 14.(b) of Form SF-3 
(Sec.  239.45 of this chapter). This exhibit must be submitted as 
required by Sec.  232.408 of this chapter (Rule 408 of Regulation S-T), 
provided, however, that if the exhibit is submitted pursuant to Item 
14(b) of Form SF-1 (Sec.  239.44 of this chapter) or Item 14(b) of Form 
SF-3 (Sec.  239.45 of this chapter), it is permitted but not required 
to be submitted as otherwise required by Rule 408.

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

0
5. The general authority citation for part 230 continues to read as 
follows:

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

0
6. Effective May 31, 2022, revise Sec.  230.111 to read as follows:


Sec.  230.111   Payment of filing fees.

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

0
7. Amend Sec.  230.415 by revising paragraph (a)(6) to read as follows:


Sec.  230.415   Delayed or continuous offering and sale of securities.

    (a) * * *
    (6) Prior to the end of the three-year period described in 
paragraph (a)(5) of this section, an issuer may file a new registration 
statement covering securities described in such paragraph (a)(5) of 
this section, which may, if permitted, be an automatic shelf 
registration statement. The new registration statement and prospectus 
included therein must include all the information that would be 
required at that time in a prospectus relating to all offering(s) that 
it covers. Prior to the effective date of the new registration 
statement (including at the time of filing in the case of an automatic 
shelf registration statement), the issuer may include on such new 
registration statement any unsold securities covered by the earlier 
registration statement by identifying on the bottom of the facing page 
of the new registration statement or latest amendment thereto, unless 
expressly required in another part of the registration statement, the 
amount of such unsold securities being included and any filing fee paid 
in connection with such unsold securities, which will continue to be 
applied to such unsold securities. The offering of securities on the 
earlier registration statement will be deemed terminated as of the date 
of effectiveness of the new registration statement.
* * * * *

0
8. Amend Sec.  230.424 by revising paragraphs (g) and (i)(2) 
introductory text to read as follows:


Sec.  230.424   Filing of prospectuses, number of copies.

* * * * *
    (g) A form of prospectus filed pursuant to this section must 
include the following information, as applicable, in a single exhibit 
submitted as required by Sec.  232.408 of this chapter (Rule 408 of 
Regulation S-T), provided, however, that if the exhibit is submitted in 
connection with Form SF-1 (Sec.  239.44 of this chapter) or Form SF-3 
(Sec.  239.45 of this chapter), it is permitted but not required to be 
submitted as otherwise required by Rule 408.
    (1) If the form of prospectus operates to reflect the payment of 
filing fees for an offering or offerings pursuant to Sec.  230.456(b) 
or (c) (Rule 456(b) or (c)), the calculation of filing fee table 
immediately followed by the information required by the form 
instructions to the registration fee table reflecting the payment of 
such filing fees for the securities that are the subject of the 
payment; and
    (2) The maximum aggregate amount or maximum aggregate offering 
price of the securities to which the final prospectus relates and 
indication that the final prospectus is a final prospectus for the 
related offering, as applicable, as required by General Instruction 
II.F of Form S-3 (Sec.  239.13 of this chapter), General Instruction 
II.G of Form F-3 (Sec.  239.33 of this chapter), General Instruction 
II.D of Form SF-3 (Sec.  239.45 of this chapter), General Instruction H 
of Form S-4 (Sec.  239.25 of this chapter), and General Instruction C.2 
of Form N-2 ((Sec. Sec.  239.14 and 274.11a-1 of this chapter).
* * * * *
    (i) * * *
    (2) The form of prospectus must include the following information 
in an exhibit submitted as required by Rule 408 of Regulation S-T:
* * * * *

0
9. Amend Sec.  230.456 by revising paragraphs (b)(1)(ii) and (c)(1)(ii) 
to read as follows:


Sec.  230.456   Date of filing; timing of fee payment.

* * * * *
    (b) * * *
    (1) * * *
    (ii) The issuer reflects the amount of the pay-as-you-go 
registration fee paid or to be paid in accordance with paragraph 
(b)(1)(i) of this section by updating the ``Calculation of Filing Fee 
Tables'' to indicate the class and aggregate offering price of 
securities offered and the amount of registration fee paid or to be 
paid in connection with the offering or offerings either in a post-
effective amendment filed at the time of the fee payment or in the 
manner specified by Sec.  230.424(g) (Rule 424(g)) in a prospectus 
filed pursuant to Rule 424(b).
* * * * *
    (c) * * *
    (1) * * *
    (ii) The issuer reflects the amount of the pay-as-you-go 
registration fee paid or to be paid in accordance with paragraph 
(c)(1)(i) of this section by updating the ``Calculation of Registration 
Fee'' table to indicate the class and aggregate offering price of 
securities offered and the amount of registration fee paid or to be 
paid in connection with the offering or offerings in the manner 
specified by Rule 424(g) in a prospectus filed pursuant to Sec.  
230.424(h) (Rule 424(h)).
* * * * *

0
10. Amend Sec.  230.457 by revising paragraph (p) to read as follows:


Sec.  230.457   Computation of fee.

* * * * *
    (p) Where all or a portion of the securities offered under a 
registration statement remain unsold after the offering's completion or 
termination, or withdrawal of the registration statement, the aggregate 
total dollar amount of the filing fee associated with those unsold 
securities (whether computed under paragraph (a) or (o) of this 
section) may be offset against the total filing fee due for a 
subsequent registration statement or registration statements. The 
subsequent registration statement(s) must be filed within five years of 
the initial filing date of the earlier registration statement, and must 
be filed by the same registrant (including a successor within the 
meaning of Sec.  230.405), a majority-owned subsidiary of that 
registrant, or a parent that owns more than 50 percent of the 
registrant's outstanding voting securities. A note should be added to 
the ``Calculation of

[[Page 70200]]

Registration Fee'' table in the subsequent registration statement(s) 
providing the following information unless expressly required in 
another part of the registration statement:
    (1) The dollar amount of the previously paid filing fee to be 
offset against the currently due filing fee;
    (2) The amount of unsold securities or unsold aggregate offering 
amount from the prior registration statement associated with the 
claimed offset;
    (3) The file number of, and the name of the registrant that filed, 
the earlier registration statement from which the filing fee is offset;
    (4) The initial filing date of the earlier registration statement; 
and
    (5) A statement that the registrant has:
    (i) Withdrawn the prior registration statement; or
    (ii) Terminated or completed any offering that included the unsold 
securities associated with the claimed offset under the prior 
registration statement.
* * * * *

0
11. Amend Sec.  230.473 by revising paragraph (c) to read as follows:


Sec.  230.473   Delaying amendments.

* * * * *
    (c) An amendment pursuant to paragraph (a) of this section which is 
filed with a registration statement shall be set forth on the facing 
page thereof. Any such amendment filed after the filing of the 
registration statement, any amendment altering the proposed date of 
public sale of the securities being registered, or any amendment filed 
pursuant to paragraph (b) of this section may be made by telegram, 
letter, or facsimile transmission. Each such telegraphic amendment 
shall be confirmed in writing within a reasonable time by the filing of 
a signed copy of the amendment. Such confirmation shall not be deemed 
an amendment.
* * * * *

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

0
12. The general authority citation for part 232 continues to read as 
follows:

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

0
13. Amend Sec.  232.13 by revising paragraph (a)(3) and the note to 
paragraph (c) to read as follows:


Sec.  232.13   Date of filing; adjustment of filing date.

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

    Note 2 to paragraph (c):  All filing fees paid by electronic 
filers must be submitted to the lockbox depository or system, as 
provided in Rule 3a, including those pertaining to documents filed 
in paper pursuant to a hardship exemption.

* * * * *

0
14. Amend Sec.  232.405 by revising paragraph (b)(3)(ii) to read as 
follows:


Sec.  232.405   Interactive Data File submissions.

* * * * *
    (b) * * *
    (3) * * *
    (ii) All of the information required on the cover page of Form N-2 
(Sec. Sec.  239.14 and 274.11a-1 of this chapter); and
* * * * *

0
15. Add Sec.  232.408 to read as follows:


Sec.  232.408   Filing fee exhibit interactive data.

    The filing fee exhibit required by the following provisions must be 
submitted in Inline XBRL as provided by the EDGAR Filer Manual except 
to the extent the following provisions otherwise provide: Sec.  
229.601(b)(107) of this chapter (Item 601(b)(107) of Regulation S-K); 
paragraph (107) to Part II Information Not Required to be Delivered to 
Offerees or Purchasers of Form F-10 (Sec.  239.40 of this chapter); 
Sec.  230.424(g) and (i)(2) of this chapter (Rules 424(g) and (i)(2)); 
Sec.  240.13e-1(a)(7) of this chapter (Rule 13e-1(a)(7)); Item 16(b) of 
Schedule 13E-3 (Sec.  240.13e-100 of this chapter); paragraph (4) under 
``Part II--Information Not Required To Be Sent to Shareholders'' of 
Schedule 13E-4F (Sec.  240.13e-102 of this chapter); Item 25(b) of 
Schedule 14A (Sec.  240.14a-101 of this chapter); Item 12(b) of 
Schedule TO (Sec.  240.14d-100 of this chapter); paragraph (4) under 
``Part II--Information Not Required To Be Sent to Shareholders'' of 
Schedule 14D-1F (Sec.  240.14d-102 of this chapter); Item 25.2.s of 
Form N-2 (Sec. Sec.  239.14 and 274.11a-1 of this chapter); and 
paragraph 18 of Item 16 of Form N-14 (Sec.  239.23 of this chapter).

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
16. The general authority citation for part 239 continues to read as 
follows:

    Authority:  15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-
3, 77sss, 78c, 78l, 78m,78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 
78ll, 78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 
80a-26, 80a-29, 80a-30, and 80a-37; and sec. 107, Pub. L. 112-106, 
126 Stat. 312, unless otherwise noted.
* * * * *

0
17. Amend Form S-1 (referenced in Sec.  239.11) by:
0
a. Removing the ``Calculation of Registration Fee'' table and the note 
that immediately follows;
0
b. Revising ``V. Registration of Additional Securities'' under the 
General Instructions; and
0
c. Adding Item 16.(c).
    The revision and addition read as follows:

    Note:  The text of Form S-1 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

United States Securities and Exchange Commission

Washington, DC 20549

Form S-1

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

V. Registration of Additional Securities

    With respect to the registration of additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, the 
registrant may file a registration statement consisting only of the 
following: The facing page; a statement that the contents of the 
earlier registration statement, identified by file number, are 
incorporated by reference; required opinions, consents, and filing fee-
related information; the signature page; and any price-related 
information omitted from the earlier registration statement in reliance 
on Rule 430A that the registrant chooses to include in the new 
registration statement. The information contained in such a Rule 462(b) 
registration statement shall be deemed to be a part of the earlier 
registration statement as of the date of effectiveness of the Rule 
462(b) registration statement. Any opinion or consent required in the 
Rule 462(b) registration statement may be incorporated by reference 
from the earlier registration statement with

[[Page 70201]]

respect to the offering, if: (i) Such opinion or consent expressly 
provides for such incorporation; and (ii) such opinion relates to the 
securities registered pursuant to Rule 462(b). See Rule 439(b) under 
the Securities Act (17 CFR 230.439(b)).
* * * * *

Part II--Information Not Required in Prospectus

* * * * *

Item 16. Exhibits and Financial Statement Schedules.

* * * * *
    (c) Furnish the following information, in substantially the tabular 
form indicated, as to each type and class of securities being 
registered in the manner required by Item 601(b)(107) of Regulation S-
K.

Calculation of Filing Fee Tables

-----------------------------------------------------------------------

(Form Type)

-----------------------------------------------------------------------

(Exact Name of Registrant as Specified in its Charter)

                                                                     Table 1--Newly Registered and Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                      Filing fee
                                                                                                                                                                                      previously
                                                                                   Fee                   Proposed                                                           Carry      paid in
                                                                     Security  calculation                maximum     Maximum            Amount of     Carry     Carry     forward    connection
                                                          Security    class      or carry     Amount     offering    aggregate   Fee   registration   forward   forward    initial   with unsold
                                                            type      title      forward    registered   price per   offering    rate       fee        form      file     effective   securities
                                                                                   rule                    unit        price                           type     number      date        to be
                                                                                                                                                                                       carried
                                                                                                                                                                                       forward
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Newly Registered Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees to Be Paid........................................         X          X            X           X           X           X      X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees Previously Paid...................................         X          X            X           X           X           X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                    Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Carry Forward Securities...............................         X          X            X           X                       X                              X         X           X            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                     Total Offering Amounts                                 X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                   Total Fees Previously Paid                                                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                       Total Fee Offsets                                                         X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                          Net Fee Due                                                            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                                             Table 2--Fee Offset Claims and Sources
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                          Unsold
                                                                                                                               Security      Security       Unsold       aggregate
                                                                                                                                 type          title      securities     offering      Fee paid
                                                        Registrant    Form or     File     Initial    Filing    Fee offset    associated    associated    associated      amount       with fee
                                                         or filer     filing     number     filing     date       claimed      with fee      with fee      with fee     associated      offset
                                                           name        type                  date                               offset        offset        offset       with fee       source
                                                                                                                                claimed       claimed       claimed       offset
                                                                                                                                                                          claimed
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Rules 457(b) and 0-11(a)(2)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................                      X          X          X                       X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                           Rule 457(p)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................            X         X          X          X                       X             X             X             X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                             Table 3--Combined Prospectuses
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                             Maximum aggregate offering
    Security type        Security class         Amount of securities       price of securities previously    Form type     File number       Initial
                             title              previously registered                registered                                           effective date
--------------------------------------------------------------------------------------------------------------------------------------------------------
                X                    X                               X                               X             X               X                X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Security Types.
    i. For securities that are initially being registered, choose a 
security type permitted to be registered on this form from the 
following list of security types to respond to the applicable table 
requirement:

[[Page 70202]]

    a. Asset-Backed Securities;
    b. Debt;
    c. Debt Convertible into Equity;
    d. Equity;
    e. Exchange-Traded Vehicle Securities;
    f. Face Amount Certificates;
    g. Limited Partnership Interests;
    h. Mortgage Backed Securities;
    i. Non-Convertible Debt;
    j. Other; and
    k. Unallocated (Universal) Shelf.
    ii. When a table requires both security type and title of each 
class of securities, choose a security type from the list in 
Instruction 1.B.i and provide this information for each unique 
combination of security type and title of each class of securities. For 
example, it would be appropriate to provide the following on separate 
lines of Table 1:

Equity--Class A Preferred Shares
Equity--Class B Preferred Shares

    C. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    D. Explanations.
    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to the provisions of Rule 457 (Sec.  230.457 of this 
chapter) and any other rule being relied upon. All disclosure these 
Instructions require that is not specifically required to be presented 
in tabular format must appear in narrative format immediately after the 
table(s) to which it corresponds.
    2. Table 1: Newly Registered and Carry Forward Securities Table and 
Related Disclosure.
    A. Newly Registered Securities.
    For securities that are initially being registered on this form, 
provide the following information.
    i. Fees to Be Paid and Fees Previously Paid.
    a. Fees to Be Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees to Be Paid'' for 
securities to be registered for which filing fees have not already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    b. Fees Previously Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees Previously Paid'' for 
securities to be registered for which filing fees have already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    ii. Fee Calculation or Carry Forward Rules.
    a. Rule 457(a).
    For a fee calculated as specified in Rule 457(a) (Sec.  230.457(a) 
of this chapter), enter ``457(a)''.
    b. Rule 457(f).
    For a fee calculated as specified in Rule 457(f) (Sec.  230.457(f) 
of this chapter), enter ``457(a)'', ``457(o)'' or ``Other'', as 
applicable.
    Separately disclose the amount and value of securities to be 
received by the registrant or cancelled upon the issuance of securities 
registered on this Form, and explain how the value was calculated in 
accordance with Rule 457(f)(1) and (2), as applicable. The explanation 
must include the value per share of the securities to be received by 
the registrant or cancelled upon the issuance of securities registered 
on this Form. Also disclose any amount of cash to be paid by the 
registrant in connection with the exchange or other transaction, and 
any amount of cash to be received by the registrant in connection with 
the exchange or other transaction. In accordance with Rule 457(f)(3), 
to determine the maximum aggregate offering price for such a 
transaction, the registrant should deduct any amount of cash to be paid 
by the registrant in connection with the exchange or other transaction 
from, and add any amount of cash to be received by the registrant in 
connection with the exchange or other transaction to, the value of the 
securities to be received or cancelled as calculated in accordance with 
Rule 457(f)(1) and (2), as applicable. Omit from the table the maximum 
offering price per unit.
    c. Rule 457(o).
    If relying on Rule 457(o) under the Securities Act (Sec.  
230.457(o) of this chapter) to register securities on this Form by 
maximum aggregate offering price, enter ``457(o)''. You may omit from 
any such row the Amount Registered and the Proposed Maximum Offering 
Price Per Unit.
    d. Rule 457(u).
    If an offering of an indeterminate amount of exchange-traded 
vehicle securities is being registered, enter ``457(u)''.
    Separately, state that the registration statement covers an 
indeterminate amount of securities to be offered or sold and that the 
filing fee will be calculated and paid in accordance with Rule 456(d) 
and Rule 457(u) (Sec.  230.456(d) and Sec.  230.457(u) of this 
chapter).
    e. Other.
    If relying on a rule other than Rule 457(a), (f), (o), or (u), 
enter ``Other''.
    iii. Other Tabular Information.
    Provide the following information in the table for each unique 
combination of security type and title of each class of securities to 
be registered as applicable:
    a. The security type of the class of securities to be registered;
    b. The title of the class of securities to be registered;
    c. The amount of securities being registered expressed in terms of 
the number of securities, proposed maximum offering price per unit and 
resulting proposed maximum aggregate offering price, or, if the related 
filing fee is calculated in reliance on Rule 457(o), the proposed 
maximum aggregate offering price;
    d. The fee rate; and
    e. The registration fee.
    iv. Pre-Effective Amendments.
    If a pre-effective amendment is filed 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, a registrant that did not 
rely on Rule 457(o) to calculate the filing fee due for the initial 
filing or latest pre-effective amendment to such filing may recalculate 
the total filing fee due for the registration statement in its entirety 
and claim an offset pursuant to Rule 457(b) in the amount of the filing 
fee previously paid in connection with the registration statement. This 
recalculation procedure is not available, however, if a pre-effective 
amendment is filed only to increase the amount of securities of one or 
more registered classes or add one or more new classes. A pre-effective 
amendment that uses this recalculation procedure must include the 
revised offering amounts as securities to be registered for which 
filing fees have not already been paid in connection with the initial 
filing of this form or a pre-effective amendment for purposes of Table 
1. If you use this recalculation procedure, separately disclose that 
you are using it and expressly reference this Instruction 2.A.iv.
    B. Carry Forward Securities.
    If relying on Rule 415(a)(6) under the Securities Act (Sec.  
230.415(a)(6) of this chapter) to carry forward to this registration 
statement unsold securities from an earlier registration statement, 
enter ``415(a)(6)'' in the table and provide, in a separate row for 
each registration statement from which securities are to be carried 
forward, and for each unique combination of security type and title of 
each class of securities to be carried forward, the following 
information:
    i. The security type of the class of securities to be carried 
forward;
    ii. The title of the class of securities to be carried forward;

[[Page 70203]]

    iii. The amount of securities being carried forward expressed in 
terms of the number of securities (under the column heading ``Amount 
Registered'') and the amount of the maximum aggregate offering price, 
as specified in the fee table of the earlier filing, associated with 
those securities (under the column heading ``Maximum Aggregate Offering 
Price'') or, if the related filing fee was calculated in reliance on 
Rule 457(o), the amount of securities carried forward expressed in 
terms of the maximum aggregate offering price (under the column heading 
``Maximum Aggregate Offering Price'');
    iv. The form type, file number, and initial effective date of the 
earlier registration statement from which the securities are to be 
carried forward; and
    v. The filing fee previously paid in connection with the 
registration of the securities to be carried forward.
    C. Totals.
    i. Total Offering Amounts.
    Provide the sum of the maximum aggregate offering price for both 
the newly registered and carry forward securities and the aggregate 
registration fee for the newly registered securities.
    ii. Total Fees Previously Paid.
    Provide the aggregate of registration fees previously paid for the 
newly registered securities.
    iii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    iv. Net Fee Due.
    Provide the difference between (a) the aggregate registration fee 
for the newly registered securities from the Total Offering Amounts 
row; and (b) the sum of (i) the aggregate of registration fees 
previously paid for the newly registered securities from the Total Fees 
Previously Paid row; and (ii) the aggregate fee offsets claimed from 
the Total Fee Offsets row.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act (Sec.  230.424 of this chapter), in all cases that was accompanied 
by a contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instructions 3.B.ii and 3.C.ii require a filer that claims a 
fee offset under Rule 457(b) or (p) under the Securities Act (Sec.  
230.457(b) or (p) of this chapter) or Rule 0-11(a)(2) under the 
Exchange Act (Sec.  240.0-11(a)(2) of this chapter) to identify 
previous submissions with contemporaneous fee payments that are the 
original source to which the fee offsets claimed on this filing can be 
traced. See Instruction 3.D for an example.
    B. Rules 457(b) and 0-11(a)(2).
    If relying on Rule 457(b) under the Securities Act (Sec.  
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act 
(Sec.  240.0-11(a)(2) of this chapter) to offset some or all of the 
filing fee due on this registration statement by amounts paid in 
connection with earlier filings (other than this Form S-1 unless 
pursuant to Instruction 2.A.iv) relating to the same transaction, 
provide the following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement or 
Exchange Act document relating to the same transaction from which a fee 
offset is being claimed, provide the information that Table 2 requires 
under the heading ``Rules 457(b) and 0-11(a)(2)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement, 
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(b) or 
Rule 0-11(a)(2), identify those submissions with contemporaneous fee 
payments that are the original source to which those amounts can be 
traced. For each submission identified, provide the information that 
Table 2 requires under the heading ``Rules 457(b) and 0-11(a)(2)'' for 
the line item ``Fee Offset Sources''. The ``Fee Paid with Fee Offset 
Source'' column requires the dollar amount of the contemporaneous fee 
payment made with respect to each identified submission that is the 
source of the fee offset claimed pursuant to Rule 457(b) or 0-11(a)(2).
    C. Rule 457(p).
    If relying on Rule 457(p) under the Securities Act (Sec.  
230.457(p) of this chapter) to offset some or all of the filing fee due 
on this registration statement with the filing fee previously paid for 
unsold securities under an earlier filed registration statement, 
provide the following information:
    i. Fee Offset Claims.
    For each such earlier filed registration statement from which the 
registrant is claiming a filing fee offset, provide the information 
Table 2 requires under the heading ``Rule 457(p)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Notes to Instruction 3.C.i.
    1. Provide a statement that the registrant has either withdrawn 
each prior registration statement or has terminated or completed any 
offering that included the unsold securities under the prior 
registration statements.
    2. If you were not the registrant under the earlier registration 
statements, entering information under the heading ``Rule 457(p)'' 
pursuant to Instruction 3.C.i affirms that you are that registrant's 
successor, majority-owned subsidiary, or parent owning more than 50% of 
the registrant's outstanding voting securities eligible to claim a 
filing fee offset. See the definitions of ``successor'' and ``majority-
owned subsidiary'' in Rule 405 under the Securities Act (Sec.  230.405 
of this chapter).
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(p), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information Table 2 requires under 
the heading ``Rule 457(p)'' for the line item ``Fee Offset Sources''. 
The ``Fee Paid with Fee Offset Source'' column requires the dollar 
amount of the contemporaneous fee payment made with respect to each 
identified submission that is the source of the fee offset claimed 
pursuant to Rule 457(p).
    D. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form S-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form S-1 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form S-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form S-1 (333-
123456) and apply it to the $35,000 filing fee due and the

[[Page 70204]]

registration statement goes effective on 2/15/20X4.
     Initially files a registration statement on Form S-1 
(assigned file number 333-123478) on 1/15/20X7 with a fee payment of 
$15,000 and relies on Rule 457(p) to claim an offset of $30,000 related 
to the unsold securities registered on the most recently effective Form 
S-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing 
fee due.
    For the registration statement on Form S-1 with file number 333-
123478 filed on 1/15/20X7, the filer can satisfy the submission 
identification requirement when it claims the $30,000 fee offset from 
the Form S-1 (333-123467) filed on 1/15/20X4 by referencing any 
combination of the Form S-1 (333-123467) filed on 1/15/20X4, the pre-
effective amendment to the Form S-1 (333-123456) filed on 2/15/20X1 or 
the initial filing of the Form S-1 (333-123456) on 1/15/20X1 in 
relation to which contemporaneous fee payments were made equal to 
$30,000. One example could be:
     The Form S-1 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456) 
filed on 2/15/20X1 in relation to the payment of $5,000 out of the 
payment of $15,000 made with that submission (it would not matter if 
the filer cited to this pre-effective amendment and/or the initial 
submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form S-1 (333-
123467) filed on 1/15/20X4 because even though the offset claimed and 
available from that filing was $30,000, the contemporaneous fee payment 
made with that filing ($25,000) was less than the offset being claimed. 
As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee payment(s) of 
$5,000 as the original source(s) to which the rest of the claimed 
offset can be traced.
    4. Table 3: Combined Prospectuses.
    If this Form includes a combined prospectus pursuant to Rule 429 
under the Securities Act of 1933 (Sec.  230.429 of this chapter), 
provide the information that Table 3 requires for each earlier 
effective registration statement that registered securities that may be 
offered and sold using the combined prospectus. Include a separate row 
for each unique combination of security type and title of each class of 
those securities. The amount of securities previously registered that 
may be offered and sold using the combined prospectus must be expressed 
in terms of the number of securities (under column heading ``Amount of 
Securities Previously Registered''), or, if the related filing fee was 
calculated in reliance on Rule 457(o), must be expressed in terms of 
the maximum aggregate offering price (under column heading ``Maximum 
Aggregate Offering Price of Securities Previously Registered'').
    Note to Instruction 4.
    Table 1 should not include the securities registered on an earlier 
effective registration statement that may be offered and sold using the 
combined prospectus under Rule 429.
* * * * *

0
18. Amend Form S-3 (referenced in Sec.  239.13) by:
0
a. Removing the ``Calculation of Registration Fee'' table and the notes 
that immediately follow it;
0
b. Removing and reserving paragraphs D and E of ``II. Application of 
General Rules and Regulations'' under the General Instructions;
0
c. Revising paragraph F of ``II. Application of General Rules and 
Regulations'' under the General Instructions;
0
d. Revising paragraph A of ``IV. Registration of Additional Securities 
and Additional Classes of Securities'' under the General Instructions; 
and
0
e. Revising Item 16.
    The revisions read as follows:

    Note: The text of Form S-3 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

United States Securities and Exchange Commission

Washington, DC 20549

Form S-3

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

II. Application of General Rules and Regulations

* * * * *

D. [Reserved]

E. [Reserved]

F. Information in Automatic and Non-Automatic Shelf Registration 
Statements

    Where securities are being registered on this Form pursuant to 
General Instruction I.B.1, I.B.2, I.B.6, I.C., or I.D., information is 
only required to be furnished as of the date of initial effectiveness 
of the registration statement to the extent required by Rule 430A or 
Rule 430B. Required information about a specific transaction must be 
included in the prospectus in the registration statement by means of a 
prospectus that is deemed to be part of and included in the 
registration statement pursuant to Rule 430A or Rule 430B, a post-
effective amendment to the registration statement, or a periodic or 
current report under the Exchange Act incorporated by reference into 
the registration statement and the prospectus and identified in a 
prospectus filed, as required by Rule 430B, pursuant to Rule 424(b) 
(Sec.  230.424(b) of this chapter), provided, however, that information 
specified by Item 16(b) of this Form or Rule 424(g) (Sec.  230.424(g) 
of this chapter) shall be placed in an exhibit to one of these 
documents other than a periodic or current report under the Exchange 
Act incorporated by reference into the registration statement. Each 
post-effective amendment or final prospectus filed pursuant to Rule 
424(b), in either case filed to provide required information about a 
specific transaction, must include in the exhibit required by Item 
16(b) of this Form or Rule 424(g) (Sec.  230.424(g) of this chapter), 
respectively, 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 such 
exhibit that it is a final prospectus for the related offering.
* * * * *

IV. Registration of Additional Securities and Additional Classes of 
Securities

A. Registration of Additional Securities Pursuant to Rule 462(b)

    With respect to the registration of additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, the 
registrant may file a registration statement consisting only of the 
following: The facing page; a statement that the contents of the 
earlier registration statement, identified by file number, are 
incorporated by reference; required opinions, consents, and filing fee-
related information; the signature page; and any price-related 
information omitted from the earlier registration statement in reliance 
on Rule 430A that the registrant chooses to include in the new 
registration statement. The information contained in such a Rule 462(b) 
registration statement shall be

[[Page 70205]]

deemed to be a part of the earlier registration statement as of the 
date of effectiveness of the Rule 462(b) registration statement. Any 
opinion or consent required in the Rule 462(b) registration statement 
may be incorporated by reference from the earlier registration 
statement with respect to the offering, if: (i) Such opinion or consent 
expressly provides for such incorporation; and (ii) such opinion 
relates to the securities registered pursuant to Rule 462(b). See Rule 
439(b) under the Securities Act (17 CFR 230.439(b)).
* * * * *

PART II--INFORMATION NOT REQUIRED IN PROSPECTUS

* * * * *

Item 16. Exhibits.

    (a) Subject to the rules regarding incorporation by reference, 
furnish the exhibits required by Item 601 of Regulation S-K (Sec.  
229.601 of this chapter).
    (b) Furnish the following information, in substantially the tabular 
form indicated, as to each type and class of securities being 
registered in the manner required by Item 601(b)(107) of Regulation S-
K, provided, however that if this is an exhibit to a post-effective 
amendment and the only disclosure presented is pursuant to General 
Instruction II.F of this Form and instruction 1.D below, the disclosure 
must be in solely narrative rather than substantially tabular form.

Calculation of Filing Fee Tables

-----------------------------------------------------------------------

(Form Type)

-----------------------------------------------------------------------

(Exact Name of Registrant as Specified in its Charter)

                                                                     Table 1--Newly Registered and Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                      Filing fee
                                                                                                                                                                                      previously
                                                                                  Fee                   Proposed                                                           Carry       paid in
                                                                    Security  calculation                maximum     Maximum            Amount of     Carry     Carry     forward     connection
                                                         Security    class      or carry     Amount     offering    aggregate   Fee   registration   forward   forward    initial    with unsold
                                                           type      title      forward    registered   price per   offering    rate       fee        form      file     effective    securities
                                                                                  rule                    unit        price                           type     number       date        to be
                                                                                                                                                                                       carried
                                                                                                                                                                                       forward
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Newly Registered Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees to Be Paid.......................................         X          X            X           X           X           X      X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees Previously Paid..................................         X          X            X           X           X           X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                    Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Carry Forward Securities..............................         X          X            X           X                       X                              X         X            X            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                    Total Offering Amounts                                 X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                  Total Fees Previously Paid                                                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                      Total Fee Offsets                                                         X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                         Net Fee Due                                                            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                                             Table 2--Fee Offset Claims and Sources
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                          Unsold
                                                                                                                               Security      Security       Unsold       aggregate
                                                                                                                                 type          title      securities     offering      Fee paid
                                                        Registrant    Form or     File     Initial    Filing    Fee offset    associated    associated    associated      amount       with fee
                                                         or filer     filing     number     filing     date       claimed      with fee      with fee      with fee     associated      offset
                                                           name        type                  date                               offset        offset        offset       with fee       source
                                                                                                                                claimed       claimed       claimed       offset
                                                                                                                                                                          claimed
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Rules 457(b) and 0-11(a)(2)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................                      X          X          X                       X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                           Rule 457(p)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................            X         X          X          X                       X             X             X             X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                             Table 3--Combined Prospectuses
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                             Maximum aggregate offering
    Security type        Security class         Amount of securities       price of securities previously    Form type     File number       Initial
                             title              previously registered                registered                                           effective date
--------------------------------------------------------------------------------------------------------------------------------------------------------
                X                    X                               X                               X             X               X                X
--------------------------------------------------------------------------------------------------------------------------------------------------------


[[Page 70206]]

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Security Types.
    i. For securities that are initially being registered, choose a 
security type permitted to be registered on this form from the 
following list of security types to respond to the applicable table 
requirement:
    a. Asset-Backed Securities;
    b. Debt;
    c. Debt Convertible into Equity;
    d. Equity;
    e. Exchange-Traded Vehicle Securities;
    f. Face Amount Certificates;
    g. Limited Partnership Interests;
    h. Mortgage Backed Securities;
    i. Non-Convertible Debt;
    j. Other; and
    k. Unallocated (Universal) Shelf.
    ii. When a table requires both security type and title of each 
class of securities, choose a security type from the list in 
Instruction 1.B.i and provide this information for each unique 
combination of security type and title of each class of securities. For 
example, it would be appropriate to provide the following on separate 
lines of Table 1:

Equity--Class A Preferred Shares
Equity--Class B Preferred Shares

    C. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    D. Maximum Aggregate Amounts and Offering Prices in Connection with 
Post-Effective Amendments.
    If required by General Instruction II.F of this Form, provide in 
narrative format the maximum aggregate amount or maximum aggregate 
offering price of the securities to which the post-effective amendment 
relates. With respect to final prospectuses, see Rule 424(g)(2) (Sec.  
230.424(g)(2) of this chapter).
    E. Explanations.
    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to the provisions of Rule 457 (Sec.  230.457 of this 
chapter) and any other rule being relied upon. All disclosure these 
Instructions require that is not specifically required to be presented 
in tabular format must appear in narrative format immediately after the 
table(s) to which it corresponds except the narrative disclosure 
referenced in Instruction 1.D must appear directly beneath the heading 
of this exhibit if the exhibit does not otherwise require a table.
    2. Table 1: Newly Registered and Carry Forward Securities Table and 
Related Disclosure.
    A. Newly Registered Securities.
    For securities that are initially being registered on this form, 
provide the following information.
    i. Fees to Be Paid and Fees Previously Paid.
    a. Fees to Be Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees to Be Paid'' for 
securities to be registered for which filing fees have not already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    b. Fees Previously Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees Previously Paid'' for 
securities to be registered for which filing fees have already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    ii. Fee Calculation or Carry Forward Rules.
    a. Rule 457(a).
    For a fee calculated as specified in Rule 457(a) (Sec.  230.457(a) 
of this chapter), enter ``457(a)''.
    b. Rule 457(o).
    If relying on Rule 457(o) under the Securities Act (Sec.  
230.457(o) of this chapter) to register securities on this Form by 
maximum aggregate offering price, enter ``457(o)''. You may omit from 
any such row the Amount Registered and the Proposed Maximum Offering 
Price Per Unit.
    c. Rule 457(r).
    If relying on Rule 456(b) and Rule 457(r) under the Securities Act 
(Sec. Sec.  230.456(b) and 230.457(r) of this chapter) to defer a fee, 
enter ``457(r)'' and see Instruction 2.A.iii.c.
    d. Rule 457(u).
    If an offering of an indeterminate amount of exchange-traded 
vehicle securities is being registered, enter ``457(u)''.
    Separately, state that the registration statement covers an 
indeterminate amount of securities to be offered or sold and that the 
filing fee will be calculated and paid in accordance with Rule 456(d) 
and Rule 457(u) (Sec.  230.456(d) and Sec.  230.457(u) of this 
chapter).
    e. Other.
    If relying on a rule other than Rule 457(a), (o), (r) or (u), enter 
``Other''.
    iii. Other Tabular Information.
    a. Provide the following information in the table for each unique 
combination of security type and title of each class of securities to 
be registered as applicable except as otherwise provided by Instruction 
2.A.iii.b or c:
    1. The security type of the class of securities to be registered;
    2. The title of the class of securities to be registered;
    3. The amount of securities being registered expressed in terms of 
the number of securities, proposed maximum offering price per unit and 
resulting proposed maximum aggregate offering price, or, if the related 
filing fee is calculated in reliance on Rule 457(o), the proposed 
maximum aggregate offering price;
    4. The fee rate; and
    5. The registration fee.
    b. When registering two or more classes of securities pursuant to 
General Instruction I.B.1., I.B.2., I.B.6., or I.D. of this Form for an 
offering pursuant to Securities Act Rule 415(a)(1)(x) (Sec.  
230.415(a)(1)(x) of this chapter) and where this form is not filed by a 
well-known seasoned issuer that elects to defer payment of fees as 
permitted by Rule 456(b), Rule 457(o) permits the calculation of the 
registration fee to be based on the maximum aggregate offering price of 
all the newly registered securities listed in Table 1. In this event, 
Table 1 must list each of the classes of securities being registered, 
in tandem with its security type but may omit the proposed maximum 
aggregate offering price for each class. Following that list, Table 1 
must list the security type ``Unallocated (Universal) Shelf'' and state 
the maximum aggregate offering price for all of the classes of 
securities on a combined basis.
    c. A well-known seasoned issuer registering securities on an 
automatic shelf registration statement pursuant to General Instruction 
I.D. of this Form may, at its option, defer payment of registration 
fees as permitted by Rule 456(b) (Sec.  230.456(b) of this chapter). If 
a registrant elects to pay all or any portion of the registration fees 
on a deferred basis, Table 1 in the initial filing must cite Rule 
457(r), as required by Instruction 2.A.ii.c, and identify the classes 
of securities being registered, in tandem with their respective 
security types, and the registrant must state, in response to this 
instruction, that it elects to rely on Securities Act Rules 456(b) and 
457(r), but Table 1 does not need to specify any other information with 
respect to those classes of securities. When the issuer files a post-
effective amendment or a prospectus in accordance with Rule 
456(b)(1)(ii) (Sec.  230.456(b)(1)(ii) of this chapter) to

[[Page 70207]]

pay a deferred fee, the amended Table 1 must specify either the dollar 
amount of securities being registered if paid in advance of or in 
connection with an offering or offerings or the aggregate offering 
price for all classes of securities in the referenced offering or 
offerings and the applicable registration fee, which shall be 
calculated based on the fee payment rate in effect on the date of the 
fee payment.
    iv. Pre-Effective Amendments.
    If a pre-effective amendment is filed 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, a registrant that did not 
rely on Rule 457(o) to calculate the filing fee due for the initial 
filing or latest pre-effective amendment to such filing may recalculate 
the total filing fee due for the registration statement in its entirety 
and claim an offset pursuant to Rule 457(b) in the amount of the filing 
fee previously paid in connection with the registration statement. This 
recalculation procedure is not available, however, if a pre-effective 
amendment is filed only to increase the amount of securities of one or 
more registered classes or add one or more new classes. A pre-effective 
amendment that uses this recalculation procedure must include the 
revised offering amounts as securities to be registered for which 
filing fees have not already been paid in connection with the initial 
filing of this form or a pre-effective amendment for purposes of Table 
1. If you use this recalculation procedure, separately disclose that 
you are using it and expressly reference this Instruction 2.A.iv.
    B. Carry Forward Securities.
    If relying on Rule 415(a)(6) under the Securities Act (Sec.  
230.415(a)(6) of this chapter) to carry forward to this registration 
statement unsold securities from an earlier registration statement, 
enter ``415(a)(6)'' in the table and provide, in a separate row for 
each registration statement from which securities are to be carried 
forward, and for each unique combination of security type and title of 
each class of securities to be carried forward, the following 
information:
    i. The security type of the class of securities to be carried 
forward;
    ii. The title of the class of securities to be carried forward;
    iii. The amount of securities being carried forward expressed in 
terms of the number of securities (under the column heading ``Amount 
Registered'') and the amount of the maximum aggregate offering price, 
as specified in the fee table of the earlier filing, associated with 
those securities (under the column heading ``Maximum Aggregate Offering 
Price'') or, if the related filing fee was calculated in reliance on 
Rule 457(o), the amount of securities carried forward expressed in 
terms of the maximum aggregate offering price (under the column heading 
``Maximum Aggregate Offering Price'');
    iv. The form type, file number, and initial effective date of the 
earlier registration statement from which the securities are to be 
carried forward; and
    v. The filing fee previously paid in connection with the 
registration of the securities to be carried forward.
    C. Totals.
    i. Total Offering Amounts.
    Provide the sum of the maximum aggregate offering price for both 
the newly registered and carry forward securities and the aggregate 
registration fee for the newly registered securities.
    ii. Total Fees Previously Paid.
    Provide the aggregate of registration fees previously paid for the 
newly registered securities.
    iii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    iv. Net Fee Due.
    Provide the difference between (a) the aggregate registration fee 
for the newly registered securities from the Total Offering Amounts 
row; and (b) the sum of (i) the aggregate of registration fees 
previously paid for the newly registered securities from the Total Fees 
Previously Paid row; and (ii) the aggregate fee offsets claimed from 
the Total Fee Offsets row.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act (Sec.  230.424 of this chapter), in all cases that was accompanied 
by a contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instructions 3.B.ii and 3.C.ii require a filer that claims a 
fee offset under Rule 457(b) or (p) under the Securities Act (Sec.  
230.457(b) or (p) of this chapter) or Rule 0-11(a)(2) under the 
Exchange Act (Sec.  240.0-11(a)(2) of this chapter) to identify 
previous submissions with contemporaneous fee payments that are the 
original source to which the fee offsets claimed on this filing can be 
traced. See Instruction 3.D for an example.
    B. Rules 457(b) and 0-11(a)(2).
    If relying on Rule 457(b) under the Securities Act (Sec.  
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act 
(Sec.  240.0-11(a)(2) of this chapter) to offset some or all of the 
filing fee due on this registration statement by amounts paid in 
connection with earlier filings (other than this Form S-3 unless 
pursuant to Instruction 2.A.iv) relating to the same transaction, 
provide the following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement or 
Exchange Act document relating to the same transaction from which a fee 
offset is being claimed, provide the information that Table 2 requires 
under the heading ``Rules 457(b) and 0-11(a)(2)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement, 
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(b) or 
Rule 0-11(a)(2), identify those submissions with contemporaneous fee 
payments that are the original source to which those amounts can be 
traced. For each submission identified, provide the information that 
Table 2 requires under the heading ``Rules 457(b) and 0-11(a)(2)'' for 
the line item ``Fee Offset Sources''. The ``Fee Paid with Fee Offset 
Source'' column requires the dollar amount of the contemporaneous fee 
payment made with respect to each identified submission that is the 
source of the fee offset claimed pursuant to Rule 457(b) or 0-11(a)(2).
    C. Rule 457(p).
    If relying on Rule 457(p) under the Securities Act (Sec.  
230.457(p) of this chapter) to offset some or all of the filing fee due 
on this registration statement with the filing fee previously paid for 
unsold securities under an earlier filed registration statement, 
provide the following information:
    i. Fee Offset Claims.
    For each such earlier filed registration statement from which the 
registrant is claiming a filing fee offset, provide the information 
Table 2 requires under the heading ``Rule 457(p)'' for the line item

[[Page 70208]]

``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Notes to Instruction 3.C.i.
    1. Provide a statement that the registrant has either withdrawn 
each prior registration statement or has terminated or completed any 
offering that included the unsold securities under the prior 
registration statements.
    2. If you were not the registrant under the earlier registration 
statements, entering information under the heading ``Rule 457(p)'' 
pursuant to Instruction 3.C.i affirms that you are that registrant's 
successor, majority-owned subsidiary, or parent owning more than 50% of 
the registrant's outstanding voting securities eligible to claim a 
filing fee offset. See the definitions of ``successor'' and ``majority-
owned subsidiary'' in Rule 405 under the Securities Act (Sec.  230.405 
of this chapter).
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(p), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information Table 2 requires under 
the heading ``Rule 457(p)'' for the line item ``Fee Offset Sources''. 
The ``Fee Paid with Fee Offset Source'' column requires the dollar 
amount of the contemporaneous fee payment made with respect to each 
identified submission that is the source of the fee offset claimed 
pursuant to Rule 457(p).
    D. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form S-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form S-1 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form S-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form S-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement on Form S-1 
(assigned file number 333-123478) on 1/15/20X7 with a fee payment of 
$15,000 and relies on Rule 457(p) to claim an offset of $30,000 related 
to the unsold securities registered on the most recently effective Form 
S-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing 
fee due.
    For the registration statement on Form S-1 with file number 333-
123478 filed on 1/15/20X7, the filer can satisfy the submission 
identification requirement when it claims the $30,000 fee offset from 
the Form S-1 (333-123467) filed on 1/15/20X4 by referencing any 
combination of the Form S-1 (333-123467) filed on 1/15/20X4, the pre-
effective amendment to the Form S-1 (333-123456) filed on 2/15/20X1 or 
the initial filing of the Form S-1 (333-123456) on 1/15/20X1 in 
relation to which contemporaneous fee payments were made equal to 
$30,000. One example could be:
     the Form S-1 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456) 
filed on 2/15/20X1 in relation to the payment of $5,000 out of the 
payment of $15,000 made with that submission (it would not matter if 
the filer cited to this pre-effective amendment and/or the initial 
submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form S-1 (333-
123467) filed on 1/15/20X4 because even though the offset claimed and 
available from that filing was $30,000, the contemporaneous fee payment 
made with that filing ($25,000) was less than the offset being claimed. 
As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee payment(s) of 
$5,000 as the original source(s) to which the rest of the claimed 
offset can be traced.
    4. Table 3: Combined Prospectuses.
    If this Form includes a combined prospectus pursuant to Rule 429 
under the Securities Act of 1933 (Sec.  230.429 of this chapter), 
provide the information that Table 3 requires for each earlier 
effective registration statement that registered securities that may be 
offered and sold using the combined prospectus. Include a separate row 
for each unique combination of security type and title of each class of 
those securities. The amount of securities previously registered that 
may be offered and sold using the combined prospectus must be expressed 
in terms of the number of securities (under column heading ``Amount of 
Securities Previously Registered''), or, if the related filing fee was 
calculated in reliance on Rule 457(o), must be expressed in terms of 
the maximum aggregate offering price (under column heading ``Maximum 
Aggregate Offering Price of Securities Previously Registered'').
    Note to Instruction 4.
    Table 1 should not include the securities registered on an earlier 
effective registration statement that may be offered and sold using the 
combined prospectus under Rule 429.
* * * * *

0
19. Amend Form S-8 (referenced in Sec.  239.16b) by:
0
a. Removing the ``Calculation of Registration Fee'' table and the Notes 
to the ``Calculation of Registration Fee'' Table; and
0
b. Revising Item 8.
    The revision reads as follows:

    Note:  The text of Form S-8 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

United States Securities and Exchange Commission

Washington, DC 20549

Form S-8

Registration Statement Under the Securities Act of 1933

* * * * *

PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

* * * * *

Item 8. Exhibits.

    (a) Furnish the exhibits required by Item 601 of Regulation S-K 
(Sec.  229.601 of this chapter), except that with respect to Item 
601(b)(5):
    (1) An opinion of counsel as to the legality of the securities 
being registered is required only with respect to original issuance 
securities.
    (2) Neither an opinion of counsel concerning compliance with the 
requirements of ERISA nor an Internal Revenue Service determination 
letter that the plan is qualified under Section 401 of the Internal 
Revenue Code shall be required if, in lieu thereof, the response to 
this Item 8 includes an undertaking that the registrant will submit or 
has submitted the plan and any amendment thereto to the Internal 
Revenue Service (``IRS'') in a timely manner and has made or will make 
all changes required by the IRS in order to qualify the plan.
    (b) Furnish the following information, in substantially the tabular 
form indicated, as to each type and class of securities being 
registered in the manner

[[Page 70209]]

required by Item 601(b)(107) of Regulation S-K.

Calculation of Filing Fee Tables

-----------------------------------------------------------------------

(Form Type)

-----------------------------------------------------------------------

(Exact Name of Registrant as Specified in its Charter)

                                                          Table 1--Newly Registered Securities
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                              Proposed  maximum       Maximum
   Security type      Security class     Fee calculation   Amount registered   offering  price       aggregate           Fee rate          Amount of
                           title               rule                                per unit       offering  price                       registration fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
               X                   X                  X                  X                  X                  X                  X                  X
--------------------------------------------------------------------------------------------------------------------------------------------------------
                           Total Offering Amounts                                                              X                                     X
--------------------------------------------------------------------------------------------------------------------------------------------------------
                              Total Fee Offsets                                                                                                      X
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                 Net Fee Due                                                                                                         X
--------------------------------------------------------------------------------------------------------------------------------------------------------


                                                                             Table 2--Fee Offset Claims and Sources
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                           Unsold
                                                                                                                                Security      Security       Unsold       aggregate
                                                                                                                                  type          title      securities     offering     Fee paid
                                                             Registrant    Form or     File     Initial   Filing      Fee      associated    associated    associated      amount      with fee
                                                              or filer     filing     number    filing     date      offset     with fee      with fee      with fee     associated     offset
                                                                name        type                 date               claimed      offset        offset        offset       with fee      source
                                                                                                                                 claimed       claimed       claimed       offset
                                                                                                                                                                           claimed
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                           Rule 457(p)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims.........................................            X         X          X         X                    X             X             X             X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources........................................            X         X          X                   X                                                                              X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Security Types.
    i. For securities that are initially being registered, choose a 
security type permitted to be registered on this form from the 
following list of security types to respond to the applicable table 
requirement:
    a. Asset-Backed Securities;
    b. Debt;
    c. Debt Convertible into Equity;
    d. Equity;
    e. Exchange-Traded Vehicle Securities;
    f. Face Amount Certificates;
    g. Limited Partnership Interests;
    h. Mortgage Backed Securities;
    i. Non-Convertible Debt;
    j. Other; and
    k. Unallocated (Universal) Shelf.
    ii. When a table requires both security type and title of each 
class of securities, choose a security type from the list in 
Instruction 1.B.i and provide this information for each unique 
combination of security type and title of each class of securities. For 
example, it would be appropriate to provide the following on separate 
lines of Table 1:

Equity--Class A Preferred Shares
Equity--Class B Preferred Shares

    C. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    D. Explanations.
    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to the provisions of Rule 457 (Sec.  230.457 of this 
chapter) and any other rule being relied upon. All disclosure these 
Instructions require that is not specifically required to be presented 
in tabular format must appear in narrative format immediately after the 
table(s) to which it corresponds.
    2. Table 1: Newly Registered Securities Table and Related 
Disclosure.
    A. Newly Registered Securities.
    For securities that are initially being registered on this form, 
provide the following information.
    i. Fee Calculation Rules
    a. Rule 457(a).
    For a fee calculated as specified in Rule 457(a) (Sec.  230.457(a) 
of this chapter), enter ``457(a)''.
    If relying on Rule 457(a) and (h) under the Securities Act (Sec.  
230.457(a) and (h) of this chapter) to calculate the fee due for this 
registration statement and the offering price of the securities is not 
known, separately disclose the basis of the price of the securities to 
be registered as determined pursuant to Securities Act Rule 457(h).
    b. Rule 457(o).
    If relying on Rule 457(o) under the Securities Act (Sec.  
230.457(o) of this chapter) to register securities on this Form by 
maximum aggregate offering price, enter ``457(o)''. You may omit from 
any such row the Amount Registered and the Proposed Maximum Offering 
Price Per Unit.
    c. Other.
    If relying on a rule other than Rule 457(a) or (o), enter 
``Other''.
    ii. Other Tabular Information.
    Provide the following information in the table for each unique 
combination of security type and title of each class of securities to 
be registered as applicable:
    a. The security type of the class of securities to be registered;
    b. The title of the class of securities to be registered;
    c. The amount of securities being registered expressed in terms of 
the number of securities, proposed maximum offering price per unit and 
resulting proposed maximum aggregate offering price, or, if the related 
filing fee is calculated in reliance on Rule 457(o), the proposed 
maximum aggregate offering price;
    d. The fee rate; and
    e. The registration fee.
    iii. Plan Interest Registration.
    If plan interests are being registered, include the following: In 
addition, pursuant to Rule 416(c) under the Securities Act of 1933, 
this registration statement also covers an indeterminate

[[Page 70210]]

amount of interests to be offered or sold pursuant to the employee 
benefit plan(s) described herein.
    B. Totals.
    i. Total Offering Amounts.
    Provide the sum of the maximum aggregate offering price for the 
newly registered securities and the aggregate registration fee for the 
newly registered securities.
    ii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    iii. Net Fee Due.
    Provide the difference between (a) the aggregate registration fee 
for the newly registered securities from the Total Offering Amounts 
row; and (b) the aggregate fee offsets claimed from the Total Fee 
Offsets row.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act (Sec.  230.424 of this chapter), in all cases that was accompanied 
by a contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instruction 3.B.ii requires a filer that claims a fee offset 
under Rule 457(p) under the Securities Act (Sec.  230.457(p) of this 
chapter) to identify previous submissions with contemporaneous fee 
payments that are the original source to which the fee offsets claimed 
on this filing can be traced. See Instruction 3.C for an example.
    B. Rule 457(p).
    If relying on Rule 457(p) under the Securities Act (Sec.  
230.457(p) of this chapter) to offset some or all of the filing fee due 
on this registration statement with the filing fee previously paid for 
unsold securities under an earlier filed registration statement, 
provide the following information:
    i. Fee Offset Claims.
    For each such earlier filed registration statement from which the 
registrant is claiming a filing fee offset, provide the information 
Table 2 requires under the heading ``Rule 457(p)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Notes to Instruction 3.B.i.
    1. Provide a statement that the registrant has either withdrawn 
each prior registration statement or has terminated or completed any 
offering that included the unsold securities under the prior 
registration statements.
    2. If you were not the registrant under the earlier registration 
statements, entering information under the heading ``Rule 457(p)'' 
pursuant to Instruction 3.B.i affirms that you are that registrant's 
successor, majority-owned subsidiary, or parent owning more than 50% of 
the registrant's outstanding voting securities eligible to claim a 
filing fee offset. See the definitions of ``successor'' and ``majority-
owned subsidiary'' in Rule 405 under the Securities Act (Sec.  230.405 
of this chapter).
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(p), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information Table 2 requires under 
the heading ``Rule 457(p)'' for the line item ``Fee Offset Sources''. 
The ``Fee Paid with Fee Offset Source'' column requires the dollar 
amount of the contemporaneous fee payment made with respect to each 
identified submission that is the source of the fee offset claimed 
pursuant to Rule 457(p).
    C. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form S-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form S-1 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form S-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form S-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement on Form S-1 
(assigned file number 333-123478) on 1/15/20X7 with a fee payment of 
$15,000 and relies on Rule 457(p) to claim an offset of $30,000 related 
to the unsold securities registered on the most recently effective Form 
S-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing 
fee due.
    For the registration statement on Form S-1 with file number 333-
123478 filed on 1/15/20X7, the filer can satisfy the submission 
identification requirement when it claims the $30,000 fee offset from 
the Form S-1 (333-123467) filed on 1/15/20X4 by referencing any 
combination of the Form S-1 (333-123467) filed on 1/15/20X4, the pre-
effective amendment to the Form S-1 (333-123456) filed on 2/15/20X1 or 
the initial filing of the Form S-1 (333-123456) on 1/15/20X1 in 
relation to which contemporaneous fee payments were made equal to 
$30,000.
    One example could be:
     The Form S-1 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456) 
filed on 2/15/20X1 in relation to the payment of $5,000 out of the 
payment of $15,000 made with that submission (it would not matter if 
the filer cited to this pre-effective amendment and/or the initial 
submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form S-1 (333-
123467) filed on 1/15/20X4 because even though the offset claimed and 
available from that filing was $30,000, the contemporaneous fee payment 
made with that filing ($25,000) was less than the offset being claimed. 
As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee payment(s) of 
$5,000 as the original source(s) to which the rest of the claimed 
offset can be traced.
* * * * *

0
20. Amend Form S-11 (referenced in Sec.  239.18) by:
0
a. Removing the ``Calculation of Registration Fee'' table and the note 
that immediately follows it;
0
b. Revising paragraph ``G. Registration of Additional Securities'' 
under the General Instructions; and
0
c. Adding Item 36.(c).
    The revision and addition read as follows:

    Note:  The text of Form S-11 does not, and this amendment will 
not, appear in the Code of Federal Regulations.


[[Page 70211]]



United States Securities And Exchange Commission

Washington, DC 20549

Form S-11

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

G. Registration of Additional Securities

    With respect to the registration of additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, the 
registrant may file a registration statement consisting only of the 
following: The facing page; a statement that the contents of the 
earlier registration statement, identified by file number, are 
incorporated by reference; required opinions, consents, and filing fee-
related information; the signature page; and any price-related 
information omitted from the earlier registration statement in reliance 
on Rule 430A that the registrant chooses to include in the new 
registration statement. The information contained in such a Rule 462(b) 
registration statement shall be deemed to be a part of the earlier 
registration statement as of the date of effectiveness of the Rule 
462(b) registration statement. Any opinion or consent required in the 
Rule 462(b) registration statement may be incorporated by reference 
from the earlier registration statement with respect to the offering, 
if: (i) Such opinion or consent expressly provides for such 
incorporation; and (ii) such opinion relates to the securities 
registered pursuant to Rule 462(b). See Rule 439(b) under the 
Securities Act [17 CFR 230.439(b)].
* * * * *

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

* * * * *

Item 36. Financial Statements and Exhibits.

* * * * *
    (c) Furnish the following information, in substantially the tabular 
form indicated, as to each type and class of securities being 
registered in the manner required by Item 601(b)(107) of Regulation S-
K.

Calculation of Filing Fee Tables

-----------------------------------------------------------------------

(Form Type)

-----------------------------------------------------------------------

(Exact Name of Registrant as Specified in Governing Instruments)

                                                                     Table 1--Newly Registered and Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                      Filing fee
                                                                                                                                                                                      previously
                                                                                   Fee                   Proposed                                                           Carry      paid in
                                                                     Security  calculation                maximum     Maximum            Amount of     Carry     Carry     forward    connection
                                                          Security    class      or carry     Amount     offering    aggregate   Fee   registration   forward   forward    initial   with unsold
                                                            type      title      forward    registered   price per   offering    rate       fee        form      file     effective   securities
                                                                                   rule                    unit        price                           type     number      date        to be
                                                                                                                                                                                       carried
                                                                                                                                                                                       forward
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Newly Registered Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees to Be Paid........................................         X          X            X           X           X           X      X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees Previously Paid...................................         X          X            X           X           X           X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                    Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Carry Forward Securities...............................         X          X            X           X                       X                              X         X           X            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                     Total Offering Amounts                                 X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                   Total Fees Previously Paid                                                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                       Total Fee Offsets                                                         X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                          Net Fee Due                                                            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                                             Table 2--Fee Offset Claims and Sources
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                          Unsold
                                                                                                                               Security      Security       Unsold       aggregate
                                                                                                                                 type          title      securities     offering      Fee paid
                                                        Registrant    Form or     File     Initial    Filing    Fee offset    associated    associated    associated      amount       with fee
                                                         or filer     filing     number     filing     date       claimed      with fee      with fee      with fee     associated      offset
                                                           name        type                  date                               offset        offset        offset       with fee       source
                                                                                                                                claimed       claimed       claimed       offset
                                                                                                                                                                          claimed
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Rules 457(b) and 0-11(a)(2)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................                      X          X          X                       X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                           Rule 457(p)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................            X         X          X          X                       X             X             X             X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


[[Page 70212]]


                                                             Table 3--Combined Prospectuses
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                             Maximum aggregate offering
    Security type        Security class         Amount of securities       price of securities previously    Form type     File number       Initial
                             title              previously registered                registered                                           effective date
--------------------------------------------------------------------------------------------------------------------------------------------------------
                X                    X                               X                               X             X               X                X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Security Types.
    i. For securities that are initially being registered, choose a 
security type permitted to be registered on this form from the 
following list of security types to respond to the applicable table 
requirement:
    a. Asset-Backed Securities;
    b. Debt;
    c. Debt Convertible into Equity;
    d. Equity;
    e. Exchange-Traded Vehicle Securities;
    f. Face Amount Certificates;
    g. Limited Partnership Interests;
    h. Mortgage Backed Securities;
    i. Non-Convertible Debt;
    j. Other; and
    k. Unallocated (Universal) Shelf.
    ii. When a table requires both security type and title of each 
class of securities, choose a security type from the list in 
Instruction 1.B.i and provide this information for each unique 
combination of security type and title of each class of securities. For 
example, it would be appropriate to provide the following on separate 
lines of Table 1:

Equity--Class A Preferred Shares
Equity--Class B Preferred Shares

    C. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    D. Explanations.
    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to the provisions of Rule 457 (Sec.  230.457 of this 
chapter) and any other rule being relied upon. All disclosure these 
Instructions require that is not specifically required to be presented 
in tabular format must appear in narrative format immediately after the 
table(s) to which it corresponds.
    2. Table 1: Newly Registered and Carry Forward Securities Table and 
Related Disclosure.
    A. Newly Registered Securities.
    For securities that are initially being registered on this form, 
provide the following information.
    i. Fees to Be Paid and Fees Previously Paid.
    a. Fees to Be Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees to Be Paid'' for 
securities to be registered for which filing fees have not already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    b. Fees Previously Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees Previously Paid'' for 
securities to be registered for which filing fees have already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    ii. Fee Calculation or Carry Forward Rules
    a. Rule 457(a).
    For a fee calculated as specified in Rule 457(a) (Sec.  230.457(a) 
of this chapter), enter ``457(a)''.
    b. Rule 457(f).
    For a fee calculated as specified in Rule 457(f) (Sec.  230.457(f) 
of this chapter), enter ``457(a),'' ``457(o)'' or ``Other,'' as 
applicable.
    Separately disclose the amount and value of securities to be 
received by the registrant or cancelled upon the issuance of securities 
registered on this Form, and explain how the value was calculated in 
accordance with Rule 457(f)(1) and (2), as applicable. The explanation 
must include the value per share of the securities to be received by 
the registrant or cancelled upon the issuance of securities registered 
on this Form. Also disclose any amount of cash to be paid by the 
registrant in connection with the exchange or other transaction, and 
any amount of cash to be received by the registrant in connection with 
the exchange or other transaction. In accordance with Rule 457(f)(3), 
to determine the maximum aggregate offering price for such a 
transaction, the registrant should deduct any amount of cash to be paid 
by the registrant in connection with the exchange or other transaction 
from, and add any amount of cash to be received by the registrant in 
connection with the exchange or other transaction to, the value of the 
securities to be received or cancelled as calculated in accordance with 
Rule 457(f)(1) and (2), as applicable. Omit from the table the maximum 
offering price per unit.
    c. Rule 457(o).
    If relying on Rule 457(o) under the Securities Act (Sec.  
230.457(o) of this chapter) to register securities on this Form by 
maximum aggregate offering price, enter ``457(o)''. You may omit from 
any such row the Amount Registered and the Proposed Maximum Offering 
Price Per Unit.
    d. Other.
    If relying on a rule other than Rule 457(a), (f), or (o), enter 
``Other''.
    iii. Other Tabular Information.
    Provide the following information in the table for each unique 
combination of security type and title of each class of securities to 
be registered as applicable:
    a. The security type of the class of securities to be registered;
    b. The title of the class of securities to be registered;
    c. The amount of securities being registered expressed in terms of 
the number of securities, proposed maximum offering price per unit and 
resulting proposed maximum aggregate offering price, or, if the related 
filing fee is calculated in reliance on Rule 457(o), the proposed 
maximum aggregate offering price;
    d. The fee rate; and
    e. The registration fee.
    iv. Pre-Effective Amendments.
    If a pre-effective amendment is filed 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, a registrant that did not 
rely on Rule 457(o) to calculate the filing fee due for the initial 
filing or latest pre-effective amendment to such filing may recalculate 
the total filing fee due for the registration statement in its entirety 
and claim an offset pursuant to Rule 457(b) in the amount of the filing 
fee previously paid in connection with the registration statement. This 
recalculation procedure is not available, however, if a pre-effective 
amendment is filed only to increase the amount of securities of one or 
more registered classes or add one or more new classes.

[[Page 70213]]

A pre-effective amendment that uses this recalculation procedure must 
include the revised offering amounts as securities to be registered for 
which filing fees have not already been paid in connection with the 
initial filing of this form or a pre-effective amendment for purposes 
of Table 1. If you use this recalculation procedure, separately 
disclose that you are using it and expressly reference this Instruction 
2.A.iv.
    B. Carry Forward Securities.
    If relying on Rule 415(a)(6) under the Securities Act (Sec.  
230.415(a)(6) of this chapter) to carry forward to this registration 
statement unsold securities from an earlier registration statement, 
enter ``415(a)(6)'' in the table and provide, in a separate row for 
each registration statement from which securities are to be carried 
forward, and for each unique combination of security type and title of 
each class of securities to be carried forward, the following 
information:
    i. The security type of the class of securities to be carried 
forward;
    ii. The title of the class of securities to be carried forward;
    iii. The amount of securities being carried forward expressed in 
terms of the number of securities (under the column heading ``Amount 
Registered'') and the amount of the maximum aggregate offering price, 
as specified in the fee table of the earlier filing, associated with 
those securities (under the column heading ``Maximum Aggregate Offering 
Price'') or, if the related filing fee was calculated in reliance on 
Rule 457(o), the amount of securities carried forward expressed in 
terms of the maximum aggregate offering price (under the column heading 
``Maximum Aggregate Offering Price'');
    iv. The form type, file number, and initial effective date of the 
earlier registration statement from which the securities are to be 
carried forward; and
    v. The filing fee previously paid in connection with the 
registration of the securities to be carried forward.
    C. Totals.
    i. Total Offering Amounts.
    Provide the sum of the maximum aggregate offering price for both 
the newly registered and carry forward securities and the aggregate 
registration fee for the newly registered securities.
    ii. Total Fees Previously Paid.
    Provide the aggregate of registration fees previously paid for the 
newly registered securities.
    iii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    iv. Net Fee Due.
    Provide the difference between (a) the aggregate registration fee 
for the newly registered securities from the Total Offering Amounts 
row; and (b) the sum of (i) the aggregate of registration fees 
previously paid for the newly registered securities from the Total Fees 
Previously Paid row; and (ii) the aggregate fee offsets claimed from 
the Total Fee Offsets row.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act (Sec.  230.424 of this chapter), in all cases that was accompanied 
by a contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instructions 3.B.ii and 3.C.ii require a filer that claims a 
fee offset under Rule 457(b) or (p) under the Securities Act (Sec.  
230.457(b) or (p) of this chapter) or Rule 0-11(a)(2) under the 
Exchange Act (Sec.  240.0-11(a)(2) of this chapter) to identify 
previous submissions with contemporaneous fee payments that are the 
original source to which the fee offsets claimed on this filing can be 
traced. See Instruction 3.D for an example.
    B. Rules 457(b) and 0-11(a)(2).
    If relying on Rule 457(b) under the Securities Act (Sec.  
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act 
(Sec.  240.0-11(a)(2) of this chapter) to offset some or all of the 
filing fee due on this registration statement by amounts paid in 
connection with earlier filings (other than this Form S-11 unless 
pursuant to Instruction 2.A.iv) relating to the same transaction, 
provide the following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement or 
Exchange Act document relating to the same transaction from which a fee 
offset is being claimed, provide the information that Table 2 requires 
under the heading ``Rules 457(b) and 0-11(a)(2)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement, 
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(b) or 
Rule 0-11(a)(2), identify those submissions with contemporaneous fee 
payments that are the original source to which those amounts can be 
traced. For each submission identified, provide the information that 
Table 2 requires under the heading ``Rules 457(b) and 0-11(a)(2)'' for 
the line item ``Fee Offset Sources''. The ``Fee Paid with Fee Offset 
Source'' column requires the dollar amount of the contemporaneous fee 
payment made with respect to each identified submission that is the 
source of the fee offset claimed pursuant to Rule 457(b) or 0-11(a)(2).
    C. Rule 457(p).
    If relying on Rule 457(p) under the Securities Act (Sec.  
230.457(p) of this chapter) to offset some or all of the filing fee due 
on this registration statement with the filing fee previously paid for 
unsold securities under an earlier filed registration statement, 
provide the following information:
    i. Fee Offset Claims.
    For each such earlier filed registration statement from which the 
registrant is claiming a filing fee offset, provide the information 
Table 2 requires under the heading ``Rule 457(p)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Notes to Instruction 3.C.i.
    1. Provide a statement that the registrant has either withdrawn 
each prior registration statement or has terminated or completed any 
offering that included the unsold securities under the prior 
registration statements.
    2. If you were not the registrant under the earlier registration 
statements, entering information under the heading ``Rule 457(p)'' 
pursuant to Instruction 3.C.i affirms that you are that registrant's 
successor, majority-owned subsidiary, or parent owning more than 50% of 
the registrant's outstanding voting securities eligible to claim a 
filing fee offset. See the definitions of ``successor'' and ``majority-
owned subsidiary'' in Rule 405 under the Securities Act (Sec.  230.405 
of this chapter).
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(p), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each

[[Page 70214]]

submission identified, provide the information Table 2 requires under 
the heading ``Rule 457(p)'' for the line item ``Fee Offset Sources''. 
The ``Fee Paid with Fee Offset Source'' column requires the dollar 
amount of the contemporaneous fee payment made with respect to each 
identified submission that is the source of the fee offset claimed 
pursuant to Rule 457(p).
    D. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form S-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form S-1 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form S-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form S-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement on Form S-1 
(assigned file number 333-123478) on 1/15/20X7 with a fee payment of 
$15,000 and relies on Rule 457(p) to claim an offset of $30,000 related 
to the unsold securities registered on the most recently effective Form 
S-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing 
fee due.
    For the registration statement on Form S-1 with file number 333-
123478 filed on 1/15/20X7, the filer can satisfy the submission 
identification requirement when it claims the $30,000 fee offset from 
the Form S-1 (333-123467) filed on 1/15/20X4 by referencing any 
combination of the Form S-1 (333-123467) filed on 1/15/20X4, the pre-
effective amendment to the Form S-1 (333-123456) filed on 2/15/20X1 or 
the initial filing of the Form S-1 (333-123456) on 1/15/20X1 in 
relation to which contemporaneous fee payments were made equal to 
$30,000.
    One example could be:
     The Form S-1 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456) 
filed on 2/15/20X1 in relation to the payment of $5,000 out of the 
payment of $15,000 made with that submission (it would not matter if 
the filer cited to this pre-effective amendment and/or the initial 
submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form S-1 (333-
123467) filed on 1/15/20X4 because even though the offset claimed and 
available from that filing was $30,000, the contemporaneous fee payment 
made with that filing ($25,000) was less than the offset being claimed. 
As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee payment(s) of 
$5,000 as the original source(s) to which the rest of the claimed 
offset can be traced.
    4. Table 3: Combined Prospectuses.
    If this Form includes a combined prospectus pursuant to Rule 429 
under the Securities Act of 1933 (Sec.  230.429 of this chapter), 
provide the information that Table 3 requires for each earlier 
effective registration statement that registered securities that may be 
offered and sold using the combined prospectus. Include a separate row 
for each unique combination of security type and title of each class of 
those securities. The amount of securities previously registered that 
may be offered and sold using the combined prospectus must be expressed 
in terms of the number of securities (under column heading ``Amount of 
Securities Previously Registered''), or, if the related filing fee was 
calculated in reliance on Rule 457(o), must be expressed in terms of 
the maximum aggregate offering price (under column heading ``Maximum 
Aggregate Offering Price of Securities Previously Registered'')''.
    Note to Instruction 4.
    Table 1 should not include the securities registered on an earlier 
effective registration statement that may be offered and sold using the 
combined prospectus under Rule 429.
* * * * *

0
21. Revise Form N-14 (referenced in Sec.  239.23) to read as follows:

    Note:  The text of Form N-14 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

United States Securities and Exchange Commission

Washington, DC 20549

Form N-14

Registration Statement Under the Securities Act of 1933

    Pre-Effective Amendment No.
    Post-Effective Amendment No.
    Check appropriate box or boxes)
    Exact Name of Registrant as Specified in Charter:
    Area Code and Telephone Number:
    Address of Principal Executive Offices: (Number, Street, City, 
State, Zip Code)
    Name and Address of Agent for Service:
    (Number and Street) (City) (State) (Zip Code)
    Approximate Date of Proposed Public Offering:
    [If the registration statement is filed pursuant to Rule 488 under 
the Securities Act of 1933, include the following information:]
    It is proposed that this filing will become effective on (date) 
pursuant to Rule 488.

Table of Contents of Form N-14

General Instructions
    A. Who May Use Form N-14
    B. Registration Fee
    C. Application of Securities Act Rules
    D. Application of Exchange Act Rules
    E. Documents Composing Registration Statement
    F. Preparation of Registration Statement
    G. Incorporation by Reference and Delivery of Prospectuses or 
Reports Filed With the Commission
    H. Interactive Data
PART A. INFORMATION REQUIRED IN THE PROSPECTUS
    Item 1. Beginning of Registration Statement and Outside Front Cover 
Page of Prospectus
    Item 2. Beginning and Outside Back Cover Page of Prospectus
    Item 3. Fee Table, Synopsis, and Risk Factors
    Item 4. Information About the Transaction
    Item 5. Information About the Registrant
    Item 6. Information About the Company Being Acquired
    Item 7. Voting Information
    Item 8. Interest of Certain Persons and Experts
    Item 9. Additional Information Required for Reoffering by Persons 
Deemed To Be Underwriters
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
    Item 10. Cover Page
    Item 11. Table of Contents
    Item 12. Additional Information About the Registrant
    Item 13. Additional Information About the Company Being Acquired
    Item 14. Financial Statements
PART C. OTHER INFORMATION
    Item 15. Indemnification
    Item 16. Exhibits

[[Page 70215]]

    Item 17. Undertakings
Signatures

General Instructions

A. Who May Use Form N-14

    Form N-14 may be used by all management investment companies 
registered under the Investment Company Act of 1940 (``Investment 
Company Act'') and business development companies as defined by Section 
2(a)(48) of the Investment Company Act to register under the Securities 
Act of 1933 (``Securities Act'') securities to be issued in (1) a 
transaction of the type specified in Securities Act Rule 145(a) [17 CFR 
230.145(a)]; (2) a merger in which a vote or consent of the security 
holders of the company being acquired is not required pursuant to 
applicable state law; (3) an exchange offer for securities of the 
issuer or another person; (4) a public reoffering or resale of any 
securities acquired in an offering registered on Form N-14; or (5) two 
or more of the transactions listed in (1) through (4) registered on one 
registration statement.

B. Registration Fees

    Section 6(b) of the Securities Act and Rule 457 [17 CFR 230.457] 
thereunder set forth the fee requirements under the Securities Act. 
Furnish the filing fee exhibit required by paragraph 18 of Item 16, 
unless payment will be provided using Form 24F-2 [17 CFR 274.24]. 
Registrants relying on Section 24(f) of the Investment Company Act, 
which permits registration of an indefinite number of shares, as well 
as closed-end management companies that make periodic repurchase offers 
pursuant to Rule 23c-3 [17 CFR 270.23c-3], are required to pay 
registration fees on an annual net basis pursuant to Rule 24f-2 under 
the Investment Company Act using Form 24F-2 and should not furnish the 
exhibit or provide filing fee disclosure on this Form. If, 
contemporaneous with a filing on Form N-14, a Registrant is offering 
its securities to the public by means of a current prospectus under an 
effective registration statement, the prospectus included in a 
registration statement filed on Form N-14 may be used, under Rule 429 
[17 CFR 230.429], in connection with the securities covered by the 
earlier registration statement.

C. Application of Securities Act Rules

    Attention is directed to the General Rules and Regulations under 
the Securities Act, particularly Regulation C [17 CFR 230.400 et seq.]. 
That regulation contains general requirements regarding the preparation 
and filing of registration statements.

D. Application of Exchange Act Rules

    1. If the registrant or any other person which is a party to the 
transaction submits a proposal to its security holders entitled to vote 
on, or consent to, the transaction in which the securities being 
registered are to be issued, and that person's submission to its 
security holders is subject to (i) Regulation 14A [17 CFR 240.14a-1 
through 14a-101] or 14C [17 CFR 240.14c-1 through 14c-101] under the 
Securities Exchange Act of 1934 (``Exchange Act'') or (ii) the proxy 
rules under Section 20 of the Investment Company Act [17 CFR 270.20a-
1], then the provisions of those regulations shall apply in all 
respects to the submission, except that the prospectus, which may be in 
the form of a proxy or information statement, shall contain the 
information required by this Form in lieu of that required by (i) 
Schedule 14A [17 CFR 240.14a-101] or 14C [17 CFR 240.14c-101] of 
Regulation 14A or 14C and (ii) the proxy rules under Section 20 of the 
Investment Company Act. It should be noted, however, that if a separate 
proposal subject to those proxy requirements (for example, with respect 
to action to be taken on the election of directors or on an investment 
advisory contract), is submitted to security holders, the submission 
also must comply with the relevant information requirements of Schedule 
14A or Schedule 14C and the Investment Company Act proxy rules [17 CFR 
270.20a-1]. Copies of the preliminary and definitive proxy or 
information statement, form of proxy or other material filed as part of 
the registration statement shall be deemed filed pursuant to the 
requirements of those regulations. All other soliciting material shall 
be filed in accordance with that regulation.
    2. If the proxy or information material sent to security holders is 
not subject to Regulation 14A or 14C, it shall be filed as a part of 
the registration statement at the time the statement is filed or as an 
amendment thereto before the material is used.

E. Documents Composing Registration Statement

    A registration statement or an amendment to it filed under the 
Securities Act shall consist of the facing sheet of the Form, Part A, 
Part B, Part C, required signatures, and all other documents which are 
required or which the registrant elects to file as a part of the 
registration statement.

F. Preparation of the Registration Statement

    The following instructions for completing Form N-14 are divided 
into three parts. Part A relates to the prospectus required by Section 
10(a) of the Securities Act. Part B relates to the Statement of 
Additional Information (``SAI'') that must be provided upon request to 
recipients of the prospectus. Part C relates to other information that 
is required to be in the registration statement.
Part A: The Prospectus
    The purpose of the prospectus is to provide essential information 
about the registrant and the transaction in a way that will assist 
investors in making informed decisions about whether to purchase the 
securities being offered. Because investors who rely on the prospectus 
may not be sophisticated in legal or financial matters, care should be 
taken that the information in the prospectus is set forth in a clear, 
concise, and understandable manner. Extensive use of technical or legal 
terminology or complex language and the inclusion of excessive detail 
may make the prospectus difficult for many investors to understand and 
may, therefore, detract from its usefulness. Accordingly, registrants 
should adhere to the following guidelines in responding to the items in 
Part A:
    1. Responses to these items, particularly those that call for a 
brief description, should be as simple and direct as possible and 
should include only information needed to understand the fundamental 
characteristics of the registrant. Brevity is particularly important in 
describing practices or aspects of the registrant's operations that do 
not differ materially from those of other investment companies.
    2. Descriptions of practices that are necessitated or otherwise 
affected by legal requirements should generally not include detailed 
discussions of the law.
    3. Responses to those items that use terms such as ``list'' or 
``identify'' should include only a minimum explanation of the matters 
being listed or identified.
    4. The so-called President's Letter, which provides a summary of 
the proposed transaction, may be used as the initial or introductory 
document to the Part A prospectus.
Part B: Statement of Additional Information
    Part B of the Registration Statement consists of additional 
information about the registrant and the company being acquired and 
certain financial

[[Page 70216]]

information that the Commission has concluded is not necessary or 
appropriate in the public interest or for the protection of investors 
to require in the prospectus, if the registrant complies with certain 
conditions.
    The SAI or information in response to Item 6 of Form N-14 need not 
be included in the prospectus or accompany it when sent to shareholders 
provided that: (1) The prospectus is sent (by first class mail or any 
other means designed to assure reasonably prompt delivery) or given to 
prospective investors at least 20 business days prior to (a) the date 
on which the meeting of security holders is held or (b) if no meeting 
is held, the earlier of the date of the vote, consent or authorization, 
the date the transaction is consummated or the date the securities are 
purchased, or (c) in the case of an exchange offer subject to the 
tender offer rules, the scheduled expiration date of the offer; (2) the 
cover page of the prospectus (or proxy statement in the case of a 
prospectus in the form of a proxy statement) states that the SAI is 
available upon oral or written request and without charge (if the 
registrant has a toll-free telephone number for use by prospective 
investors that number must be provided); in addition, a self-addressed 
card for requesting the SAI must also accompany the prospectus unless 
the toll-free telephone number is provided, and; (3) if a request for 
the SAI is received by the registrant, the statement must be sent 
within one business day of receipt of the request and must be sent by 
first class mail or other means designed to ensure equally prompt 
delivery.
    The statutory provisions relating to the dating of the prospectus 
apply equally to the dating of the SAI for purposes of Rule 423 under 
the Securities Act [17 CFR 230.423]. Furthermore, the SAI should be 
made available to investors as of the same time that the prospectus 
becomes available for purposes of Rule 430 under the Securities Act [17 
CFR 230.430].

G. Incorporation by Reference and Delivery of Prospectuses or Reports 
Filed With the Commission

    If any party to a transaction registered on Form N-14 is registered 
under the Investment Company Act or is a business development company 
as defined by Section 2(a)(48) of the Investment Company Act and has a 
current prospectus which meets the requirements of Section 10(a)(3) of 
the Securities Act or is current in its reports filed pursuant to 
Section 13(a) or 15(d) of the Exchange Act and Section 30 of the 
Investment Company Act, the registrant may, if it so elects, 
incorporate by reference the prospectus, the corresponding SAI, or 
reports, or any information in the prospectus, the corresponding SAI, 
or reports, which satisfies the disclosure required by Items 5, 6, and 
11 through 14 of this Form. If the registrant elects to incorporate 
information by reference into the prospectus, a copy of each document 
from which information is incorporated by reference must accompany the 
prospectus, except that a prospectus from which information has been 
incorporated by reference need not be sent to an investor if the 
obligation to deliver a prospectus under Section 5(b)(2) of the 
Securities Act [15 U.S.C. 77e] has already been satisfied with respect 
to that investor pursuant to Rule 498A(j) for the offering described in 
the prospectus being incorporated by reference. Notwithstanding the 
foregoing the registrant may, at its discretion, incorporate any or all 
of the SAI into the prospectus delivered to investors, without 
delivering the Statement with the prospectus, so long as the SAI is 
available to investors as provided in General Instruction F. The 
registrant also may incorporate by reference into the prospectus 
information about the company being acquired without delivering the 
information with the prospectus under certain conditions pursuant to 
Item 6 of Form N-14, and in accordance with the requirements of 
Instruction F.
    If the registrant elects to incorporate information by reference 
into the SAI, a copy of each document from which information is 
incorporated by reference must accompany the SAI sent to shareholders.
    All incorporation by reference must comply with the requirements of 
this Form and the following rules on incorporation by reference: Rule 
411 under the Securities Act [17 CFR 230.411] (general rules on 
incorporation by reference in a prospectus) and rule 303 of Regulation 
S-T [17 CFR 232.303] (specific requirements for electronically filed 
documents).

H. Interactive Data

    1. The filing fee exhibit required by paragraph (18) of Item 16 of 
this Form must be submitted to the Commission as required by Rule 408 
of Regulation S-T [17 CFR 232.408].
    2. All interactive data must be submitted in accordance with the 
specifications in the EDGAR Filer Manual, and must be submitted in such 
a manner that--for any information that does not relate to all of the 
classes of a registrant--will permit each class of the registrant to be 
separately identified.

PART A: INFORMATION REQUIRED IN THE PROSPECTUS

Item 1. Beginning of Registration Statement and Outside Front Cover 
Page of Prospectus

    (a) The facing page of the registration statement shall contain the 
information required by Rule 481(a) [17 CFR 230.481(a)].
    (b) The outside front cover page of the prospectus shall contain 
the following information:
    (1) The registrant's name, the address (including zip code) and 
telephone number (including area code) of its principal executive 
offices and, where applicable, its sponsor's name;
    (2) an identification of the type of fund or separate account (as 
defined in Section 2(a)(37) of the Investment Company Act) or a brief 
description of the registrant's investment objectives;
    (3) a statement summarizing the proposed transaction, naming the 
parties to it and giving the address (including zip code) and telephone 
number (including area code) of the principal executive offices of the 
company being acquired;
    (4) a statement or statements that:
    (i) The prospectus sets forth concisely the information about the 
registrant that a prospective investor ought to know before investing;
    (ii) the prospectus should be retained for future reference; and
    (iii) additional information about the registrant has been filed 
with the Commission and is available upon oral or written request and 
without charge. (This statement should include instructions about how 
to obtain the additional information and whether any of the SAI has 
been incorporated by reference into the prospectus);
    (5) the date of the prospectus and date of any SAI;
    (6) the statement required by Securities Act Rule 481(b)(1) [17 CFR 
230.481(b)(1)]; and
    (7) such other information as required by rules of the Commission 
or of any other governmental authority having jurisdiction over the 
registrant or the issuance of its securities.
    (c) The cover page may include other information, but that 
additional information must not, either by its nature, quantity, or 
manner of presentation, impede understanding of required information.

Item 2. Beginning and Outside Back Cover Page of Prospectus

    The following information, to the extent applicable, shall appear 
on the front or on the outside back cover page of the prospectus:

[[Page 70217]]

    (a) The name of any national securities exchange on which the 
registrant's securities are listed and a statement that reports, proxy 
material and other information concerning the registrant can be 
inspected at the exchanges;
    (b) the table of contents required by Rule 481(c) [17 CFR 
230.481(c)].

Item 3. Fee Table, Synopsis Information, and Risk Factors

    (a) Include a table showing the current fees for the registrant and 
the company being acquired and pro forma fees, if different, for the 
registrant after giving effect to the transaction using the format 
prescribed in the appropriate registration statement form under the 
Investment Company Act (for open-end management investment companies, 
Item 3 of Form N-1A; for closed-end management investment companies, 
Item 3 of Form N-2; and for separate accounts that offer variable 
annuity contracts, Item 3 of Form N-3).
    (b) The registrant shall include at the beginning of the prospectus 
a synopsis of the information contained in the prospectus. The synopsis 
shall be a clear and concise discussion of the key features of the 
transaction, of the registrant, and of the company being acquired. As 
to the registrant and company being acquired compare: (1) Investment 
objectives and policies; (2) distribution and purchase procedures and 
exchange rights; (3) redemption procedures; and (4) any other 
significant considerations. Highlight differences. Discuss the primary 
federal tax and other consequences of the proposed transaction to the 
security holders.
    (c) Immediately after the synopsis, briefly discuss the principal 
risk factors of investing in the registrant. Briefly compare these 
risks with those associated with an investment in the company being 
acquired. If the registrant is a closed-end investment company, briefly 
describe any restrictions on the registrant's present or, if 
applicable, future ability to pay dividends with respect to any class 
of securities.

Item 4. Information About the Transaction

    (a) Outline the material features of the proposed transaction, 
including:
    (1) A brief summary of the terms of the acquisition agreement;
    (2) a description of the securities to be issued;
    (3) the reasons the registrant and the company being acquired are 
proposing the transaction;
    (4) the federal income tax consequences, if any, to the security 
holders of both parties, including appropriate references to Internal 
Revenue Code sections; and
    (5) a description of any material differences between the rights of 
security holders of the company being acquired and the rights of 
security holders of the registrant.
    (b) Furnish a tabulation in columnar form showing the existing and 
the pro forma capitalization.

Item 5. Information About the Registrant

    Provide the following information, to the extent applicable, about 
the registrant:
    (a) If the registrant is an open-end management investment company, 
furnish the information required by Items 2 through 8, 9(a), 9(b), and 
10 through 13 of Form N-1A under the Investment Company Act;
    (b) if the registrant is a closed-end management investment 
company, furnish the information required by Items 4, 8.1, 8.2, 8.4, 
8.5, 8.6, 9, 10, 11, and 12 of Form N-2 under the Investment Company 
Act;
    (c) if the registrant is a separate account (as defined in Section 
2(a)(37) of the Investment Company Act) offering variable annuity 
contracts which are registered under the Investment Company Act, 
furnish the information required by Items 2 through 3, 5 through 16, 
and 18 of Form N-3 under the Investment Company Act;
    (d) if the registrant is a small business investment company 
registered under the Investment Company Act, furnish the information 
required by Items l through 7, 9 through 13, 15(a), 16, 19, 20, and 21 
of Form N-5 under the Investment Company Act;
    (e) a statement that the registrant is subject to the informational 
requirements of the Exchange Act and in accordance therewith files 
reports and other information with the Securities and Exchange 
Commission; and
    (f) a statement that proxy material, reports (and where registrant 
is subject to Regulation 14A or l4C of the Exchange Act, proxy and 
information statements) and other information filed by the registrant 
is available on the Commission's website at http://www.sec.gov.

Item 6. Information About the Company Being Acquired

    Information about the company being acquired shall be provided as 
follows:
    (a) If the company being acquired is a management investment 
company registered under the Investment Company Act or a business 
development company as defined by Section 2(a)(48) of the Investment 
Company Act:
    (1) If the transaction will be submitted to the security holders of 
the registrant for approval or consent, furnish the information that 
would be required by Items 5 and 8 of this Form as if securities of the 
company being acquired were being registered;
    (2) if the transaction will not be submitted to security holders of 
the registrant for approval or consent, furnish:
    (i) The information that would be required by Items 5 and 8 of this 
Form as if securities of the company being acquired were being 
registered, or
    (ii) provided the requirements of Instruction F are satisfied, 
include a statement that information about the company being acquired 
is incorporated by reference from the current prospectus of the company 
being acquired and is available upon request from the registrant 
without charge. (Provide a copy of the prospectus of the acquired 
company upon request in accordance with the requirements in Instruction 
F. If the company being acquired is registered on Form N-1A, Form N-2, 
Form N-3, or Form N-4 under the Investment Company Act, in responding 
to requests under this Item, provide both a copy of the prospectus of 
the acquired company and the SAI with respect to that prospectus.)
    (b) in addition, if the company being acquired is registered under 
the Investment Company Act and is required to file reports under 
Section 30 of that Act:
    (1) State that reports and other information filed by the company 
being acquired is available on the Commission's website at http://www.sec.gov; and
    (2) name any national securities exchange on which the securities 
of the company being acquired are listed, and state that reports, proxy 
statements and other information concerning the company being acquired 
can be inspected at the exchange.
    (c) if the company being acquired is not registered under the 
Investment Company Act but is subject to the reporting requirements of 
Section 13(a) or 15(d) of the Exchange Act, furnish the information 
that would be required by Item 17(a) of Form S-4 under the Securities 
Act; and
    (d) if the company being acquired is not registered under the 
Investment Company Act and is not subject to the reporting requirements 
of either Section 13(a) or 15(d) of the Exchange Act, furnish a brief 
description of: the business done by the company, including basic 
identifying information

[[Page 70218]]

such as the date and form of its organization; its investment 
objectives and policies; and how the company is managed.

Item 7. Voting Information

    (a) If proxies are to be solicited, include, where applicable, the 
information called for by Items 2 and 4 of Schedule 14A of Regulation 
14A under the Exchange Act.
    (b) If the transaction is an exchange offer or if proxies are not 
to be solicited, include, where applicable, the information called for 
by Item 2 of Schedule 14C under the Exchange Act, and state the date, 
time and place of the meeting of the security holders, unless such 
information is otherwise disclosed in material furnished to security 
holders with the information statement.
    (c) In addition to the information called for by paragraphs (a) and 
(b) above, include:
    (1) The information called for by Item 3 of Schedule 14A of 
Regulation 14A under the Exchange Act;
    Instruction: Also state that the exercise of such rights is subject 
to the ``forward pricing'' requirements of Rule 22c-1 under the 
Investment Company Act [17 CFR 270.22c-1] and that the Rule supersedes 
contrary provisions of state law.
    (2) the information called for by Item 21 of Schedule 14A of 
Regulation 14A under the Exchange Act about both the registrant and the 
company being acquired;
    (3) the information called for by Items 6(a) and (b) of Schedule 
14A of Regulation 14A under the Exchange Act about both the registrant 
and the company being acquired;
    (4) with respect to both the registrant and the company being 
acquired:
    (i) The name and address of each person who controls either party 
to the transaction and explain the effect of that control on the voting 
rights of other security holders. As to each control person, state the 
percentage of the voting securities owned or any other basis of 
control. If the control person is a company, give the state or other 
sovereign power under the laws of which it is organized. List all 
parents of the control person.
    Instruction: For purposes of subparagraph (c)(4)(i), ``control'' 
shall mean (1) the beneficial ownership, either directly or through one 
or more controlled companies, of more than 25 percent of the voting 
securities of a company; (2) the acknowledgment or assertion by either 
the controlled or controlling party of the existence of control; or (3) 
an adjudication under Section 2(a)(9) of the Investment Company Act [15 
U.S.C. 80a-2(a)(9)], which has become final, that control exists.
    (ii) the name, address and percentage of ownership of each person 
who owns of record or is known by either party to the transaction to 
own of record or beneficially 5 percent or more of any class of either 
party's outstanding equity securities.
    Instructions: 1. The percentages are to be calculated on the basis 
of the amount of securities outstanding.
    2. Indicate, as far as practicable, the percentage of registrant's 
shares to be owned by such persons upon consummation of the proposed 
transaction on the basis of present holdings and commitments.
    3. If to the knowledge of either party to the transaction or any 
principal underwriter of their securities, 5 percent or more of any 
class of voting securities of either party are or will be held subject 
to any voting trust or other similar agreement, this fact must be 
disclosed.
    4. Indicate whether the securities are owned both of record and 
beneficially, or of record only, or beneficially only, and show the 
respective percentage owned in each manner.
    (iii) a statement of all equity securities of the registrant, owned 
by all officers, directors and members of the advisory board of the 
registrant as a group, without naming them. In any case where the 
amount owned by directors and officers as a group is less than l 
percent of the class, a statement to that effect is sufficient.

Item 8. Interest of Certain Persons and Experts

    (a) Describe briefly any material interest, direct or indirect, by 
security holdings or otherwise, of any affiliated person of the 
registrant in the proposed transaction.
    Instruction: This Item shall not apply to any interest arising from 
the ownership of securities of the registrant where the security holder 
receives no extra or special benefit not shared on a pro rata basis by 
all other holders of the same class.
    (b) If any expert named in the registration statement as having 
prepared or certified any part thereof (or named as having prepared or 
certified a report or valuation for use in connection with the 
registration statement), or counsel for the registrant, underwriters or 
selling security holders named in the prospectus as having given an 
opinion upon the validity of the securities being registered or upon 
other legal matters in connection with the registration or offering of 
such securities, was employed for such purpose on a contingent basis, 
or at the time of such preparation, certification or opinion, or at any 
time thereafter through the date of effectiveness of the registration 
statement to which such preparation, certification, or opinion relates, 
had, or is to receive in connection with the offering, a substantial 
interest, direct or indirect, in the registrant or was connected with 
the registrant, managing underwriter (or any principal underwriter, if 
there are no managing underwriters), voting trustee, director, officer, 
or employee, furnish a brief statement of the nature of such contingent 
basis, interest, or connection.
    Instructions: 1. The interest of an expert (other than an 
accountant) or counsel will not be deemed substantial and need not be 
disclosed if the interest, including the fair market value of all 
securities of the registrant owned, received and to be received, or 
subject to options, warrants or rights received or to be received by 
the expert or counsel does not exceed $50,000. For purposes of this 
instruction, the term ``expert'' or counsel includes the firm, 
corporation, partnership or other entity, if any, by which the expert 
or counsel is employed or of which he is a member or of counsel to, and 
all attorneys in the case of counsel, and all nonclerical personnel in 
the case of named experts, participating in the matter on behalf of the 
firm, corporation, partnership or entity.
    2. Accountants providing a report on the financial statements, 
presented or incorporated by reference in the registration statement, 
should note Section 210.2-01 [17 CFR 210.2-01] of Regulation S-X for 
the Commission's requirements regarding ``Qualification of 
Accountants'' which discusses disqualifying interests.

Item 9. Additional Information Required for Reoffering by Persons 
Deemed To Be Underwriters

    If any of the securities are to be reoffered to the public by any 
person who is deemed to be an underwriter thereof, furnish the 
following information in the prospectus, to the extent it is not 
already furnished therein:
    (a) The name of each security holder;
    (b) the nature of any position, office or other material 
relationship which the selling security holder has had within the past 
three years with the registrant or any of its predecessors or 
affiliated companies;
    (c) the amount of securities owned by the selling security holder 
prior to the offering, the amount to be offered for the security 
holder's account, the amount and (if one percent or more) the

[[Page 70219]]

percentage of the class to be owned by the security holder after 
completion of the offering; and
    (d) information about the transaction in which the securities were 
acquired and any material changes in the registrant's affairs after the 
transaction.

PART B: INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Item 10. Cover Page

    (a) The outside cover page is required to contain the following 
information:
    (i) The registrant's name;
    (ii) a statement or statements (A) that the Statement of Additional 
Information is not a prospectus; (B) that the Statement of Additional 
Information should be read in conjunction with the prospectus; and (C) 
from whom a copy of the prospectus may be obtained;
    (iii) the date of the prospectus to which the Statement of 
Additional Information relates and any other identifying information; 
and
    (iv) the date of the Statement of Additional Information.
    (b) The cover page may include other information, but care should 
be taken that such additional information does not, either by its 
nature, quantity, or manner of presentation, impede understanding of 
required information.

Item 11. Table of Contents

    Set forth under appropriate captions (and sub-captions) a list of 
the contents of the SAI and, where useful, provide cross-references to 
related disclosure in the prospectus.

Item 12. Additional Information About the Registrant

    (a) If the registrant is an open-end management investment company, 
furnish the information required by Items 14 through 27 of Form N-1A 
under the Investment Company Actor Items 20 through 26 of Form N-3, as 
applicable.
    (b) If the registrant is a closed-end management investment 
company, furnish the information required by Items 14 through 23, and 
Item 4.2 if the registrant is regulated as a business development 
company, of Form N-2 under the Investment Company Act.
    (c) If the registrant is not an open-end management investment 
company, no specific information about the company need be included.

Item 13. Additional Information About the Company Being Acquired

    If the transaction will be submitted to the security holders of the 
registrant for approval or consent:
    (a) If the company being acquired is an open-end management 
investment company, furnish the information required by Items 14 
through 17 and 19 through 27 of Form N-1A under the Investment Company 
Act or Items 20 through 26 of Form N-3, as applicable.
    (b) If the company being acquired is a closed-end management 
investment company, furnish the information required by Item 15 through 
18 and Item 20 through 23 of Form N-2. If the company being acquired is 
regulated as a business development company, also furnish the 
information required by Items 4.2 and 8.6.c (if applicable) of Form N-
2.
    (c) If the company being acquired is not an open-end management 
investment company, no specific information about the company need be 
included.

Item 14. Financial Statements

    The SAI shall contain the financial statements and schedules of the 
acquiring company and the company to be acquired required by Regulation 
S-X [17 CFR 210] for the periods specified in Article 3 of Regulation 
S-X [17 CFR 210.3-01 et seq.] except:
    1. The following statements and schedules required by Regulation S-
X may be omitted from Part B of the registration statement and included 
in Part C:
    (i) The statements of any subsidiary which is not a majority-owned 
subsidiary; and
    (ii) columns C and D of Schedule III [17 CFR 210.12-14] in support 
of the most recent balance sheet; and
    2. the pro forma financial statements required by Rule 11-01 of 
Regulation S-X [17 CFR 210.11-01] need not be prepared if the net asset 
value of the company being acquired does not exceed ten percent of the 
registrant's net asset value, both of which are measured as of a 
specified date within thirty days prior to the date of filing of this 
registration statement.

PART C: OTHER INFORMATION

Item 15. Indemnification

    State the general effect of any contract, arrangement or statute 
under which any director, officer, underwriter or affiliated person of 
the registrant is insured or indemnified in any manner against any 
liability which may be incurred in such capacity, other than insurance 
provided by any director, officer, affiliated person or underwriter for 
its own protection.
    Instruction: In responding to this Item the registrant should take 
note of the provisions of Rules 461(c) [17 CFR 230.461] and 484 [17 CFR 
230.484] under the Securities Act and Sections 17(h) and (i) of the 
Investment Company Act [15 U.S.C. 80a-17(h) and (i)].

Item 16. Exhibits

    Subject to General Instructions B (Registration Fees), G 
(Incorporation by Reference), and H (Interactive Data) of this Form, 
and Rule 483 under the Securities Act [17 CFR 230.483], file the 
exhibits listed below as part of the registration statement. Letter or 
number the exhibits in the sequence indicated, unless otherwise 
required by Rule 483. Reflect any exhibit incorporated by reference in 
the list below and identify the previously filed document containing 
the incorporated material.
    (1) copies of the charter of the registrant as now in effect;
    (2) copies of the existing bylaws or corresponding instruments of 
the registrant;
    (3) copies of any voting trust agreement affecting more than 5 
percent of any class of equity securities of the registrant;
    (4) copies of the agreement of acquisition, reorganization, merger, 
liquidation and any amendments to it;
    (5) copies of all instruments defining the rights of holders of the 
securities being registered, including copies, where applicable, of the 
relevant portion of the articles of incorporation or by-laws of the 
registrant.
    (6) copies of all investment advisory contracts relating to the 
management of the assets of the registrant;
    (7) copies of each underwriting or distribution contract between 
the registrant and a principal underwriter, and specimens or copies of 
all agreements between principal underwriters and dealers;
    (8) copies of all bonus, profit sharing, pension or other similar 
contracts or arrangements wholly or partly for the benefit of directors 
or officers of the registrant in their capacity as such. Furnish a 
reasonably detailed description of any plan that is not set forth in a 
formal document;
    (9) copies of all custodian agreements and depository contracts 
under Section 17(f) of the Investment Company Act [15 U.S.C. 80a-
17(f)], for securities and similar investments of the registrant, 
including the schedule of remuneration;
    (10) copies of any plan entered into by registrant pursuant to Rule 
l2b-1 under the Investment Company Act [17 CFR 270.12b-1] and any 
agreements with any person relating to implementation of the plan, and 
copies of any plan entered into by registrant pursuant to Rule 18f-3 
under the Investment Company Act [17 CFR 270.18f-3], any

[[Page 70220]]

agreement with any person relating to implementation of the plan, any 
amendment to the plan, and a copy of the portion of the minutes of the 
meeting of the registrant's directors describing any action taken to 
revoke the plan;
    (11) an opinion and consent of counsel as to the legality of the 
securities being registered, indicating whether they will, when sold, 
be legally issued, fully paid and non-assessable;
    (12) an opinion, and consent to their use, of counsel or, in lieu 
of an opinion, a copy of the revenue ruling from the Internal Revenue 
Service, supporting the tax matters and consequences to shareholders 
discussed in the prospectus;
    (13) copies of all material contracts of the registrant not made in 
the ordinary course of business which are to be performed in whole or 
in part on or after the date of filing the registration statement;
    (14) copies of any other opinions, appraisals or rulings, and 
consents to their use relied on in preparing the registration statement 
and required by Section 7 of the Securities Act [15 U.S.C. 77g];
    (15) all financial statements omitted pursuant to Item 14(a)(l);
    (16) manually signed copies of any power of attorney pursuant to 
which the name of any person has been signed to the registration 
statement;
    (17) any additional exhibits which the registrant may wish to file; 
and
    (18) furnish the following information, in substantially the 
tabular form indicated, as to each type and class of securities being 
registered.

    Note.  Registrants that must pay registration fees using Form 
24F-2 are not required to respond to this Item.

Calculation of Filing Fee Tables

-----------------------------------------------------------------------

(Form Type)

-----------------------------------------------------------------------

(Exact Name of Registrant as Specified in its Charter)

                                                                     Table 1--Newly Registered and Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                      Filing fee
                                                                                                                                                                                      previously
                                                                                   Fee                   Proposed                                                           Carry      paid in
                                                                     Security  calculation                maximum     Maximum            Amount of     Carry     Carry     forward    connection
                                                          Security    class      or carry     Amount     offering    aggregate   Fee   registration   forward   forward    initial   with unsold
                                                            type      title      forward    registered   price per   offering    rate       fee        form      file     effective   securities
                                                                                   rule                    unit        price                           type     number      date        to be
                                                                                                                                                                                       carried
                                                                                                                                                                                       forward
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Newly Registered Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees to Be Paid........................................         X          X            X           X           X           X      X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees Previously Paid...................................         X          X            X           X           X           X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                     Total Offering Amounts                                 X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                   Total Fees Previously Paid                                                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                       Total Fee Offsets                                                         X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                          Net Fee Due                                                            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                                             Table 2--Fee Offset Claims and Sources
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                          Unsold
                                                                                                                               Security      Security       Unsold       aggregate
                                                                                                                                 type          title      securities     offering      Fee paid
                                                        Registrant    Form or     File     Initial    Filing    Fee offset    associated    associated    associated      amount       with fee
                                                         or filer     filing     number     filing     date       claimed      with fee      with fee      with fee     associated      offset
                                                           name        type                  date                               offset        offset        offset       with fee       source
                                                                                                                                claimed       claimed       claimed       offset
                                                                                                                                                                          claimed
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Rules 457(b) and 0-11(a)(2)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................                      X          X          X                       X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                           Rule 457(p)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................            X         X          X          X                       X             X             X             X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                             Table 3--Combined Prospectuses
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                             Maximum aggregate offering
    Security type        Security class         Amount of securities       price of securities previously    Form type     File number       Initial
                             title              previously registered                registered                                           effective date
--------------------------------------------------------------------------------------------------------------------------------------------------------
                X                    X                               X                               X             X               X                X
--------------------------------------------------------------------------------------------------------------------------------------------------------


[[Page 70221]]

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure:
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.

B. Security Types.

    i. For securities that are initially being registered, choose a 
security type permitted to be registered on this Form from the 
following list of security types to respond to the applicable table 
requirement:
    a. Asset-Backed Securities;
    b. Debt;
    c. Debt Convertible into Equity;
    d. Equity;
    e. Exchange-Traded Vehicle Securities;
    f. Face Amount Certificates;
    g. Limited Partnership Interests;
    h. Mortgage Backed Securities;
    i. Non-Convertible Debt;
    j. Other; and
    k. Unallocated (Universal) Shelf.
    ii. When a table requires both security type and title of each 
class of securities, choose a security type from the list in 
Instruction 1.B.i and provide this information for each unique 
combination of security type and title of each class of securities. For 
example, it would be appropriate to provide the following on separate 
lines of Table 1:

Equity--Class A Preferred Shares
Equity--Class B Preferred Shares

    C. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    D. Explanations.
    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to the provisions of Rule 457 under the Securities Act [17 
CFR 230.457] and any other rule being relied upon. All disclosure these 
instructions require that is not specifically required to be presented 
in tabular format must appear in narrative format immediately after the 
table(s) to which it corresponds.
    2. Table 1: Newly Registered Securities Table and Related 
Disclosure.
    A. Newly Registered Securities.
    For securities that are initially being registered on this Form, 
provide the following information.
    i. Fees to Be Paid and Fees Previously Paid
    a. Fees to Be Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees to Be Paid'' for 
securities to be registered for which filing fees have not already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    b. Fees Previously Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees Previously Paid'' for 
securities to be registered for which filing fees have already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    ii. Fee Calculation Rules.
    a. Rule 457(a).
    For a fee calculated as specified in Rule 457(a) under the 
Securities Act [17 CFR 230.457(a)], enter ``457(a)''.
    b. Rule 457(f).
    For a fee calculated as specified in Rule 457(f) under the 
Securities Act [17 CFR 230.457(f)], enter ``457(a)'', 457(o)'' or 
``Other'', as applicable.
    Separately disclose the amount and value of securities to be 
received by the registrant or cancelled upon the issuance of securities 
registered on this Form, and explain how the value was calculated in 
accordance with Rule 457(f)(1) and (2), as applicable. The explanation 
must include the value per share of the securities to be received by 
the registrant or cancelled upon the issuance of securities registered 
on this Form. Also disclose any amount of cash to be paid by the 
registrant in connection with the exchange or other transaction, and 
any amount of cash to be received by the registrant in connection with 
the exchange or other transaction. In accordance with Rule 457(f)(3), 
to determine the maximum aggregate offering price for such a 
transaction, the registrant should deduct any amount of cash to be paid 
by the registrant in connection with the exchange or other transaction 
from, and add any amount of cash to be received by the registrant in 
connection with the exchange or other transaction to, the value of the 
securities to be received or cancelled as calculated in accordance with 
Rule 457(f)(1) and (2), as applicable. Omit from the table the maximum 
offering price per unit.
    c. Rule 457(o).
    If relying on Rule 457(o) under the Securities Act [17 CFR 
230.457(o)] to register securities on this Form by maximum aggregate 
offering price, enter ``457(o)''. A Registrant may omit from any such 
row the Amount Registered and the Proposed Maximum Offering Price Per 
Unit.
    d. Other.
    If relying on a rule other than Rule 457(a), (f), or (o) enter 
``Other''.
    iii. Other Tabular Information.
    Provide the following information in the table for each unique 
combination of security type and title of each class of securities to 
be registered as applicable:
    a. The security type of the class of securities to be registered;
    b. The title of the class of securities to be registered;
    c. The amount of securities being registered expressed in terms of 
the number of securities, proposed maximum offering price per unit and 
resulting proposed maximum aggregate offering price, or, if the related 
filing fee is calculated in reliance on Rule 457(o), the proposed 
maximum aggregate offering price;
    d. The fee rate; and
    e. The registration fee.
    iv. Pre-Effective Amendments.
    A. If a pre-effective amendment is filed 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, a registrant that did 
not rely on Rule 457(o) to calculate the filing fee due for the initial 
filing or latest pre-effective amendment to such filing may recalculate 
the total filing fee due for the registration statement in its entirety 
and claim an offset pursuant to Rule 457(b) in the amount of the filing 
fee previously paid in connection with the registration statement. This 
recalculation procedure is not available, however, if a pre-effective 
amendment is filed only to increase the amount of securities of one or 
more registered classes or add one or more new classes. A pre-effective 
amendment that uses this recalculation procedure must include the 
revised offering amounts as securities to be registered for which 
filing fees have not already been paid in connection with the initial 
filing of this form or a pre-effective amendment for purposes of Table 
1. A Registrant that uses this recalculation procedure must separately 
disclose that it is using it, and expressly reference this Instruction 
2.A.iv.
    B. Totals.
    i. Total Offering Amounts.
    Provide the maximum aggregate offering price for the newly 
registered securities, and the aggregate registration fee for the newly 
registered securities.
    ii. Total Fees Previously Paid.
    Provide the aggregate of registration fees previously paid for the 
newly registered securities.
    iii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3
    iv. Net Fee Due.

[[Page 70222]]

    Provide the difference between (a) the aggregate registration fee 
for the newly registered securities from the Total Offering Amounts 
row; and (b) the sum of (i) the aggregate of registration fees 
previously paid for the newly registered securities from the Total Fees 
Previously Paid row; and (ii) the aggregate fee offsets claimed from 
the Total Fee Offsets row.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act [17 CFR 230.424], in all cases that was accompanied by a 
contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instructions 3.B.ii and 3.C.ii require a filer that claims a 
fee offset under Rule 457(b) or (p) under the Securities Act [17 CFR 
230.457(b) or (p)] or Rule 0-11(a)(2) under the Exchange Act [17 CFR 
240.0-11(a)(2)] to identify previous submissions with contemporaneous 
fee payments that are the original source to which the fee offsets 
claimed on this filing can be traced. See Instruction 3.D for an 
example.
    B. Rules 457(b) and 0-11(a)(2).
    If relying on Rule 457(b) or Rule 0-11(a)(2) to offset some or all 
of the filing fee due on this registration statement by amounts paid in 
connection with earlier filings (other than this Form N-14, unless 
pursuant to Instruction 2.A.iv) relating to the same transaction, 
provide the following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement or 
Exchange Act document relating to the same transaction from which a fee 
offset is being claimed, provide the information that Table 2 requires 
under the heading ``Rules 457(b) and 0-11(a)(2)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Note to Instruction 3.B.i. If claiming an offset from a Securities 
Act registration statement, provide a detailed explanation of the basis 
for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(b) or 
Rule 0-11(a)(2), identify those submissions with contemporaneous fee 
payments that are the original source to which those amounts can be 
traced. For each submission identified, provide the information that 
Table 2 requires under the heading ``Rules 457(b) and 0-11(a)(2)'' for 
the line item ``Fee Offset Sources''. The ``Fee Paid with Fee Offset 
Source'' column requires the dollar amount of the contemporaneous fee 
payment made with respect to each identified submission that is the 
source of the fee offset claimed pursuant to Rule 457(b) or 0-11(a)(2).
    C. Rule 457(p).
    If relying on Rule 457(p) under the Securities Act [17 CFR 
230.457(p)] to offset some or all of the filing fee due on this 
registration statement with the filing fee previously paid for unsold 
securities under an earlier filed registration statement, provide the 
following information:
    i. Fee Offset Claims.
    For each such earlier filed registration statement from which the 
registrant is claiming a filing fee offset, provide the information 
Table 2 requires for the line item ``Fee Offset Claims''. The ``Fee 
Offset Claimed'' column requires the dollar amount of the previously 
paid filing fee to be offset against the currently due fee.
    Notes to Instruction 3.C.i.
    1. Provide a statement that the registrant has either withdrawn 
each prior registration statement or has terminated or completed any 
offering that included the unsold securities under the prior 
registration statements.
    2. If you were not the registrant under the earlier registration 
statements, entering information under the heading ``Rule 457(p)'' 
pursuant to Instruction 3.C.i affirms that you are that registrant's 
successor, majority-owned subsidiary, or parent owning more than 50% of 
the registrant's outstanding voting securities eligible to claim a 
filing fee offset. See the definitions of ``successor'' and ``majority-
owned subsidiary'' in Rule 405 under the Securities Act [17 CFR 
230.405].
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(p), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information Table 2 requires for the 
line item ``Fee Offset Sources''. The ``Fee Paid with Fee Offset 
Source'' column requires the dollar amount of the contemporaneous fee 
payment made with respect to each identified submission that is the 
source of the fee offset claimed pursuant to Rule 457(p).
    D. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form N-2 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form N-2 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form N-2 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form N-2 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement on Form N-14 
(assigned file number 333-123478) on 1/15/20X7 with a fee payment of 
$15,000 and relies on Rule 457(p) to claim an offset of $30,000 related 
to the unsold securities registered on the most recently effective Form 
N-2 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing 
fee due.
    For the registration statement on Form N-14 with file number 333-
123478 filed on 1/15/20X7, the filer can satisfy the submission 
identification requirement when it claims the $30,000 fee offset from 
the Form N-2 (333-123467) filed on 1/15/20X4 by referencing any 
combination of the Form N-2 (333-123467) filed on 1/15/20X4, the pre-
effective amendment to the Form N-2 (333-123456) filed on 2/15/20X1 or 
the initial filing of the Form N-2 (333-123456) on 1/15/20X1 in 
relation to which contemporaneous fee payments were made equal to 
$30,000.
    One example could be:
     The Form N-2 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the filing of the Form N-2 
(333-123456) on 2/15/20X1 in relation to the payment of $5,000 out of 
the payment of $15,000 made with that submission (it would not matter 
if the filer cited to this pre-effective amendment and/or the initial 
submission of this Form N-2 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification

[[Page 70223]]

requirement solely by citing to the Form N-2 (333-123467) filed on 1/
15/20X4 because even though the offset claimed and available from that 
filing was $30,000, the contemporaneous fee payment made with that 
filing ($25,000) was less than the offset being claimed. As a result, 
the filer must also identify a prior submission or submissions with an 
aggregate of contemporaneous fee payment(s) of $5,000 as the original 
source(s) to which the rest of the claimed offset can be traced.
    4. Table 3: Combined Prospectuses.
    If this Form includes a combined prospectus pursuant to Rule 429 
under the Securities Act of 1933 [17 CFR 230.429], provide the 
information that Table 3 requires for each earlier effective 
registration statement that registered securities that may be offered 
and sold using the combined prospectus. Include a separate row for each 
unique combination of security type and title of each class of those 
securities. The amount of securities previously registered that may be 
offered and sold using the combined prospectus must be expressed in 
terms of the number of securities (under column heading ``Amount of 
Securities Previously Registered''), or, if the related filing fee was 
calculated in reliance on Rule 457(o), must be expressed in terms of 
the maximum aggregate offering price (under column heading ``Maximum 
Aggregate Offering Price of Securities Previously Registered'')''.
    Note to Instruction 4. Table 1 should not include the securities 
registered on an earlier effective registration statement that may be 
offered and sold using the combined prospectus under Rule 429.
    General Instructions.
    1. Schedules (or similar attachments) to the exhibits required by 
this Item are not required to be filed provided that they do not 
contain information material to an investment or voting decision and 
that information is not otherwise disclosed in the exhibit or the 
disclosure document. Each exhibit filed must contain a list briefly 
identifying the contents of all omitted schedules. Registrants need not 
prepare a separate list of omitted information if such information is 
already included within the exhibit in a manner that conveys the 
subject matter of the omitted schedules and attachments. In addition, 
the registrant must provide a copy of any omitted schedule to the 
Commission or its staff upon request.
    2. The registrant may redact information from exhibits required to 
be filed by this Item if disclosure of such information would 
constitute a clearly unwarranted invasion of personal privacy (e.g., 
disclosure of bank account numbers, social security numbers, home 
addresses and similar information).
    3. The registrant may redact specific provisions or terms of 
exhibits required to be filed by paragraph (13) of this Item if the 
registrant customarily and actually treats that information as private 
or confidential and if the omitted information is not material. If it 
does so, the registrant should mark the exhibit index to indicate that 
portions of the exhibit have been omitted and include a prominent 
statement on the first page of the redacted exhibit that certain 
identified information has been excluded from the exhibit because it is 
both not material and the type that the registrant treats as private or 
confidential. The registrant also must include brackets indicating 
where the information is omitted from the filed version of the exhibit. 
If requested by the Commission or its staff, the registrant must 
promptly provide on a supplemental basis an unredacted copy of the 
exhibit and its materiality and privacy or confidentiality analyses. 
Upon evaluation of the registrant's supplemental materials, the 
Commission or its staff may require the registrant to amend its filing 
to include in the exhibit any previously redacted information that is 
not adequately supported by the registrant's analyses. The registrant 
may request confidential treatment of the supplemental material 
submitted under this Instruction 3 pursuant to Rule 83 of the 
Commission's Organizational Rules [17 CFR 200.83] while it is in the 
possession of the Commission or its staff. After completing its review 
of the supplemental information, the Commission or its staff will 
return or destroy it, if the registrant complies with the procedures 
outlined in Rule 418 under the Securities Act [17 CFR 230.418].
    4. Each exhibit identified in the exhibit index (other than an 
exhibit filed in eXtensible Business Reporting Language) must include 
an active link to an exhibit that is filed with the registration 
statement or, if the exhibit is incorporated by reference, an active 
hyperlink to the exhibit separately filed on EDGAR. If the registration 
statement is amended, each amendment must include active hyperlinks to 
the exhibits required with the amendment.

Item 17. Undertakings

    (1) The undersigned registrant agrees that prior to any public 
reoffering of the securities registered through the use of a prospectus 
which is a part of this registration statement by any person or party 
who is deemed to be an underwriter within the meaning of Rule 145(c) of 
the Securities Act [17 CFR 230.145c], the reoffering prospectus will 
contain the information called for by the applicable registration form 
for the reofferings by persons who may be deemed underwriters, in 
addition to the information called for by the other items of the 
applicable form.
    (2) The undersigned registrant agrees that every prospectus that is 
filed under paragraph (1) above will be filed as a part of an amendment 
to the registration statement and will not be used until the amendment 
is effective, and that, in determining any liability under the 
Securities Act, each post-effective amendment shall be deemed to be a 
new registration statement for the securities offered therein, and the 
offering of the securities at that time shall be deemed to be the 
initial bona fide offering of them.

Signatures

    As required by the Securities Act of 1933, this registration 
statement has been signed on behalf of the registrant, in the City 
of ______ and State of ______, on the ___ day of ___,___.

Registrant-------------------------------------------------------------

By:--------------------------------------------------------------------

(Signature and Title)

    As required by the Securities Act of 1933, this registration 
statement has been signed by the following persons in the capacities 
and on the dates indicated.

Signature

Title

Date


0
22. Amend Form S-4 (referenced in Sec.  239.25) by:
0
a. Removing the ``Calculation of Registration Fee'' table and the note 
that immediately follows it;
0
b. Revising General Instruction H;
0
c. Removing and reserving General Instruction J;
0
d. Revising General Instruction K; and
0
e. Adding Item 21.(d).
    The revisions and addition read as follows:

    Note:  The text of Form S-4 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

United States Securities and Exchange Commission

Washington, DC 20549

Form S-4

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

[[Page 70224]]

H. Registration Statements Subject to Rule 415(a)(1)(viii) (Sec.  
230.415(a)(1)(viii) of This Chapter)

    If the registration statement relates to offerings of securities 
pursuant to Rule 415(a)(1)(viii), required information about the type 
of contemplated transaction and the company to be acquired only need be 
furnished as of the date of initial effectiveness of the registration 
statement to the extent practicable. The required information about the 
specific transaction and the particular company being acquired, 
however, must be included in the prospectus by means of a post-
effective amendment; Provided, however, that where the transaction in 
which the securities are being offered pursuant to a registration 
statement under the Securities Act of 1933 would itself qualify for an 
exemption from Section 5 of the Act, absent the existence of other 
similar (prior or subsequent) transactions, a prospectus supplement 
could be used to furnish the information necessary in connection with 
such transaction. Each post-effective amendment or final prospectus 
supplement filed to provide required information about a specific 
transaction and particular company being acquired must include in the 
exhibit required by Item 21(d) of this Form or Rule 424(g) (Sec.  
230.424(g) of this chapter), respectively, 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 such exhibit that it is a final prospectus 
for the related offering.
* * * * *

J. [Reserved]

K. Registration of Additional Securities

    With respect to the registration of additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, the 
registrant may file a registration statement consisting only of the 
following: The Facing page; a statement that the contents of the 
earlier registration statement, identified by file number, are 
incorporated by reference; required opinions, consents, and filing fee-
related information; the signature page; and any price-related 
information omitted from the earlier registration statement in reliance 
on Rule 430A that the registrant chooses to include in the new 
registration statement. The information contained in such a Rule 462(b) 
registration statement shall be deemed to be a part of the earlier 
registration statement as of the date of effectiveness of the Rule 
462(b) registration statement. Any opinion or consent required in the 
Rule 462(b) registration statement may be incorporated by reference 
from the earlier registration statement with respect to the offering, 
if: (i) Such opinion or consent expressly provides for such 
incorporation; and (ii) such opinion relates to the securities 
registered pursuant to Rule 462(b). See Rule 439(b) under the 
Securities Act [17 CFR 230.439(b)]
* * * * *

PART II--INFORMATION NOT REQUIRED IN PROSPECTUS

* * * * *

Item 21. Exhibits and Financial Statement Schedules

* * * * *
    (d) Furnish the following information, in substantially the tabular 
form indicated, as to each type and class of securities being 
registered in the manner required by Item 601(b)(107) of Regulation S-
K, provided, however that if this is an exhibit to a post-effective 
amendment and the only disclosure presented is pursuant to General 
Instruction H of this Form and instruction 1.D below, the disclosure 
may be in solely narrative rather than substantially tabular form.

Calculation of Filing Fee Tables

-----------------------------------------------------------------------

(Form Type)

-----------------------------------------------------------------------

(Exact Name of Registrant as Specified in its Charter)

                                                                     Table 1--Newly Registered and Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                      Filing fee
                                                                                                                                                                                      previously
                                                                                   Fee                   Proposed                                                           Carry      paid in
                                                                     Security  calculation                maximum     Maximum            Amount of     Carry     Carry     forward    connection
                                                          Security    class      or carry     Amount     offering    aggregate   Fee   registration   forward   forward    initial   with unsold
                                                            type      title      forward    registered   price per   offering    rate       fee        form      file     effective   securities
                                                                                   rule                    unit        price                           type     number      date        to be
                                                                                                                                                                                       carried
                                                                                                                                                                                       forward
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Newly Registered Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees to Be Paid........................................         X          X            X           X           X           X      X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees Previously Paid...................................         X          X            X           X           X           X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                    Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Carry Forward Securities...............................         X          X            X           X                       X                              X         X           X            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                     Total Offering Amounts                                 X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                   Total Fees Previously Paid                                                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                       Total Fee Offsets                                                         X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                          Net Fee Due                                                            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


[[Page 70225]]


                                                                             Table 2--Fee Offset Claims and Sources
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                          Unsold
                                                                                                                               Security      Security       Unsold       aggregate
                                                                                                                                 type          title      securities     offering      Fee paid
                                                        Registrant    Form or     File     Initial    Filing    Fee offset    associated    associated    associated      amount       with fee
                                                         or filer     filing     number     filing     date       claimed      with fee      with fee      with fee     associated      offset
                                                           name        type                  date                               offset        offset        offset       with fee       source
                                                                                                                                claimed       claimed       claimed       offset
                                                                                                                                                                          claimed
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Rules 457(b) and 0-11(a)(2)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................                      X          X          X                       X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                           Rule 457(p)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................            X         X          X          X                       X             X             X             X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                             Table 3--Combined Prospectuses
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                             Maximum aggregate offering
    Security type        Security class         Amount of securities       price of securities previously    Form type     File number       Initial
                             title              previously registered                registered                                           effective date
--------------------------------------------------------------------------------------------------------------------------------------------------------
                X                    X                               X                               X             X               X                X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Security Types.
    i. For securities that are initially being registered, choose a 
security type permitted to be registered on this form from the 
following list of security types to respond to the applicable table 
requirement:
    a. Asset-Backed Securities;
    b. Debt;
    c. Debt Convertible into Equity;
    d. Equity;
    e. Exchange-Traded Vehicle Securities;
    f. Face Amount Certificates;
    g. Limited Partnership Interests;
    h. Mortgage Backed Securities;
    i. Non-Convertible Debt;
    j. Other; and
    k. Unallocated (Universal) Shelf.
    ii. When a table requires both security type and title of each 
class of securities, choose a security type from the list in 
Instruction 1.B.i and provide this information for each unique 
combination of security type and title of each class of securities. For 
example, it would be appropriate to provide the following on separate 
lines of Table 1:

Equity--Class A Preferred Shares
Equity--Class B Preferred Shares

    C. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    D. Maximum Aggregate Amounts and Offering Prices in Connection with 
Post-Effective Amendments.
    If required by General Instruction H of this Form, provide in 
narrative format the maximum aggregate amount or maximum aggregate 
offering price of the securities to which the post-effective amendment 
relates. With respect to final prospectuses, see Rule 424(g)(2) (Sec.  
230.424(g)(2) of this chapter).
    E. Explanations.
    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to the provisions of Rule 457 (Sec.  230.457 of this 
chapter) and any other rule being relied upon. All disclosure these 
Instructions require that is not specifically required to be presented 
in tabular format must appear in narrative format immediately after the 
table(s) to which it corresponds except the narrative disclosure 
referenced in Instruction 1.D must appear directly beneath the heading 
of this exhibit if the exhibit does not otherwise require a table.
    2. Table 1: Newly Registered and Carry Forward Securities Table and 
Related Disclosure.
    A. Newly Registered Securities.
    For securities that are initially being registered on this form, 
provide the following information.
    i. Fees to Be Paid and Fees Previously Paid
    a. Fees to Be Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees to Be Paid'' for 
securities to be registered for which filing fees have not already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    b. Fees Previously Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees Previously Paid'' for 
securities to be registered for which filing fees have already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    ii. Fee Calculation or Carry Forward Rules.
    a. Rule 457(a).
    For a fee calculated as specified in Rule 457(a) (Sec.  230.457(a) 
of this chapter), enter ``457(a)''.
    b. Rule 457(f).
    For a fee calculated as specified in Rule 457(f) (Sec.  230.457(f) 
of this chapter), enter ``457(a)'', ``457(o)'' or ``Other'', as 
applicable.
    Separately disclose the amount and value of securities to be 
received by the registrant or cancelled upon the issuance of securities 
registered on this Form, and explain how the value was calculated in 
accordance with Rule 457(f)(1) and (2), as applicable. The explanation 
must include the value per share of the securities to be received by 
the registrant or cancelled upon the issuance of securities registered 
on this Form. Also disclose any amount of cash to be paid by the 
registrant in connection with the exchange or other transaction, and 
any amount of cash to be received by the registrant in

[[Page 70226]]

connection with the exchange or other transaction. In accordance with 
Rule 457(f)(3), to determine the maximum aggregate offering price for 
such a transaction, the registrant should deduct any amount of cash to 
be paid by the registrant in connection with the exchange or other 
transaction from, and add any amount of cash to be received by the 
registrant in connection with the exchange or other transaction to, the 
value of the securities to be received or cancelled as calculated in 
accordance with Rule 457(f)(1) and (2), as applicable. Omit from the 
table the maximum offering price per unit.
    c. Rule 457(o).
    If relying on Rule 457(o) under the Securities Act (Sec.  
230.457(o) of this chapter) to register securities on this Form by 
maximum aggregate offering price, enter ``457(o)''. You may omit from 
any such row the Amount Registered and the Proposed Maximum Offering 
Price Per Unit.
    d. Other.
    If relying on a rule other than Rule 457(a), (f), or (o), enter 
``Other''.
    iii. Other Tabular Information.
    a. Provide the following information in the table for each unique 
combination of security type and title of each class of securities to 
be registered as applicable except as otherwise provided by Instruction 
2.A.iii.b:
    1. The security type of the class of securities to be registered;
    2. The title of the class of securities to be registered;
    3. The amount of securities being registered expressed in terms of 
the number of securities, proposed maximum offering price per unit and 
resulting proposed maximum aggregate offering price, or, if the related 
filing fee is calculated in reliance on Rule 457(o), the proposed 
maximum aggregate offering price;
    4. The fee rate; and
    5. The registration fee.
    b. When registering two or more classes of securities on this Form 
to be offered on a delayed or continuous basis pursuant to Sec.  
230.415(a)(1)(viii), Rule 457(o) permits the calculation of the 
registration fee to be based on the maximum aggregate offering price of 
all the newly registered securities listed in Table 1 on a combined 
basis if the registrant is eligible to use Form S-3 for a primary 
offering. In this event, Table 1 must list each of the classes of 
securities being registered, in tandem with its security type but may 
omit the proposed maximum aggregate offering price for each class. 
Following that list, Table 1 must list the security type ``Unallocated 
(Universal) Shelf'' and state the maximum aggregate offering price for 
all of the classes of securities on a combined basis.
    iv. Pre-Effective Amendments.
    If a pre-effective amendment is filed 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, a registrant that did not 
rely on Rule 457(o) to calculate the filing fee due for the initial 
filing or latest pre-effective amendment to such filing may recalculate 
the total filing fee due for the registration statement in its entirety 
and claim an offset pursuant to Rule 457(b) in the amount of the filing 
fee previously paid in connection with the registration statement. This 
recalculation procedure is not available, however, if a pre-effective 
amendment is filed only to increase the amount of securities of one or 
more registered classes or add one or more new classes. A pre-effective 
amendment that uses this recalculation procedure must include the 
revised offering amounts as securities to be registered for which 
filing fees have not already been paid in connection with the initial 
filing of this form or a pre-effective amendment for purposes of Table 
1. If you use this recalculation procedure, separately disclose that 
you are using it and expressly reference this Instruction 2.A.iv.
    B. Carry Forward Securities.
    If relying on Rule 415(a)(6) under the Securities Act (Sec.  
230.415(a)(6) of this chapter) to carry forward to this registration 
statement unsold securities from an earlier registration statement, 
enter ``415(a)(6)'' in the table and provide, in a separate row for 
each registration statement from which securities are to be carried 
forward, and for each unique combination of security type and title of 
each class of securities to be carried forward, the following 
information:
    i. The security type of the class of securities to be carried 
forward;
    ii. The title of the class of securities to be carried forward;
    iii. The amount of securities being carried forward expressed in 
terms of the number of securities (under the column heading ``Amount 
Registered'') and the amount of the maximum aggregate offering price, 
as specified in the fee table of the earlier filing, associated with 
those securities (under the column heading ``Maximum Aggregate Offering 
Price'') or, if the related filing fee was calculated in reliance on 
Rule 457(o), the amount of securities carried forward expressed in 
terms of the maximum aggregate offering price (under the column heading 
``Maximum Aggregate Offering Price'');
    iv. The form type, file number, and initial effective date of the 
earlier registration statement from which the securities are to be 
carried forward; and
    v. The filing fee previously paid in connection with the 
registration of the securities to be carried forward.
    C. Totals.
    i. Total Offering Amounts.
    Provide the sum of the maximum aggregate offering price for both 
the newly registered and carry forward securities and the aggregate 
registration fee for the newly registered securities.
    ii. Total Fees Previously Paid.
    Provide the aggregate of registration fees previously paid for the 
newly registered securities.
    iii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    iv. Net Fee Due.
    Provide the difference between (a) the aggregate registration fee 
for the newly registered securities from the Total Offering Amounts 
row; and (b) the sum of (i) the aggregate of registration fees 
previously paid for the newly registered securities from the Total Fees 
Previously Paid row; and (ii) the aggregate fee offsets claimed from 
the Total Fee Offsets row.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act (Sec.  230.424 of this chapter), in all cases that was accompanied 
by a contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instructions 3.B.ii and 3.C.ii require a filer that claims a 
fee offset under Rule 457(b) or (p) under the Securities Act (Sec.  
230.457(b) or (p) of this chapter) or Rule 0-11(a)(2) under the 
Exchange Act (Sec.  240.0-11(a)(2) of this chapter) to identify 
previous submissions with contemporaneous fee payments that are the 
original source to which the fee offsets claimed on this filing can be 
traced. See Instruction 3.D for an example.
    B. Rules 457(b) and 0-11(a)(2).
    If relying on Rule 457(b) under the Securities Act (Sec.  
230.457(b) of this

[[Page 70227]]

chapter) or Rule 0-11(a)(2) under the Exchange Act (Sec.  240.0-
11(a)(2) of this chapter) to offset some or all of the filing fee due 
on this registration statement by amounts paid in connection with 
earlier filings (other than this Form S-4 unless pursuant to 
Instruction 2.A.iv) relating to the same transaction, provide the 
following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement or 
Exchange Act document relating to the same transaction from which a fee 
offset is being claimed, provide the information that Table 2 requires 
under the heading ``Rules 457(b) and 0-11(a)(2)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement, 
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(b) or 
Rule 0-11(a)(2), identify those submissions with contemporaneous fee 
payments that are the original source to which those amounts can be 
traced. For each submission identified, provide the information that 
Table 2 requires under the heading ``Rules 457(b) and 0-11(a)(2)'' for 
the line item ``Fee Offset Sources''. The ``Fee Paid with Fee Offset 
Source'' column requires the dollar amount of the contemporaneous fee 
payment made with respect to each identified submission that is the 
source of the fee offset claimed pursuant to Rule 457(b) or 0-11(a)(2).
    C. Rule 457(p).
    If relying on Rule 457(p) under the Securities Act (Sec.  
230.457(p) of this chapter) to offset some or all of the filing fee due 
on this registration statement with the filing fee previously paid for 
unsold securities under an earlier filed registration statement, 
provide the following information:
    i. Fee Offset Claims.
    For each such earlier filed registration statement from which the 
registrant is claiming a filing fee offset, provide the information 
Table 2 requires under the heading ``Rule 457(p)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Notes to Instruction 3.C.i.
    1. Provide a statement that the registrant has either withdrawn 
each prior registration statement or has terminated or completed any 
offering that included the unsold securities under the prior 
registration statements.
    2. If you were not the registrant under the earlier registration 
statements, entering information under the heading ``Rule 457(p)'' 
pursuant to Instruction 3.C.i affirms that you are that registrant's 
successor, majority-owned subsidiary, or parent owning more than 50% of 
the registrant's outstanding voting securities eligible to claim a 
filing fee offset. See the definitions of ``successor'' and ``majority-
owned subsidiary'' in Rule 405 under the Securities Act (Sec.  230.405 
of this chapter).
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(p), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information Table 2 requires under 
the heading ``Rule 457(p)'' for the line item ``Fee Offset Sources''. 
The ``Fee Paid with Fee Offset Source'' column requires the dollar 
amount of the contemporaneous fee payment made with respect to each 
identified submission that is the source of the fee offset claimed 
pursuant to Rule 457(p).
    D. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form S-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form S-1 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form S-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form S-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement on Form S-1 
(assigned file number 333-123478) on 1/15/20X7 with a fee payment of 
$15,000 and relies on Rule 457(p) to claim an offset of $30,000 related 
to the unsold securities registered on the most recently effective Form 
S-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing 
fee due.
    For the registration statement on Form S-1 with file number 333-
123478 filed on 1/15/20X7, the filer can satisfy the submission 
identification requirement when it claims the $30,000 fee offset from 
the Form S-1 (333-123467) filed on 1/15/20X4 by referencing any 
combination of the Form S-1 (333-123467) filed on 1/15/20X4, the pre-
effective amendment to the Form S-1 (333-123456) filed on 2/15/20X1 or 
the initial filing of the Form S-1 (333-123456) on 1/15/20X1 in 
relation to which contemporaneous fee payments were made equal to 
$30,000.
    One example could be:
     The Form S-1 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456) 
filed on 2/15/20X1 in relation to the payment of $5,000 out of the 
payment of $15,000 made with that submission (it would not matter if 
the filer cited to this pre-effective amendment and/or the initial 
submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form S-1 (333-
123467) filed on 1/15/20X4 because even though the offset claimed and 
available from that filing was $30,000, the contemporaneous fee payment 
made with that filing ($25,000) was less than the offset being claimed. 
As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee payment(s) of 
$5,000 as the original source(s) to which the rest of the claimed 
offset can be traced.
    4. Table 3: Combined Prospectuses.
    If this Form includes a combined prospectus pursuant to Rule 429 
under the Securities Act of 1933 (Sec.  230.429 of this chapter), 
provide the information that Table 3 requires for each earlier 
effective registration statement that registered securities that may be 
offered and sold using the combined prospectus. Include a separate row 
for each unique combination of security type and title of each class of 
those securities. The amount of securities previously registered that 
may be offered and sold using the combined prospectus, must be 
expressed in terms of the number of securities (under column heading 
``Amount of Securities Previously Registered''), or, if the related 
filing fee was calculated in reliance on Rule 457(o), must be expressed 
in terms of the maximum aggregate offering price (under column heading 
``Maximum Aggregate Offering Price of Securities Previously 
Registered'').

[[Page 70228]]

    Note to Instruction 4.
    Table 1 should not include the securities registered on an earlier 
effective registration statement that may be offered and sold using the 
combined prospectus under Rule 429.
* * * * *

0
23. Amend Form F-1 (referenced in Sec.  239.31) by:
0
a. Removing the ``Calculation of Registration Fee'' table and the Note 
immediately below it;
0
b. Revising ``V. Registration of Additional Securities'' under the 
General Instructions; and
0
c. Adding Item 8.c.
    The revision and addition read as follows:

    Note:  The text of Form F-1 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

United States Securities and Exchange Commission

Washington, DC 20549

Form F-1

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

V. Registration of Additional Securities

    With respect to the registration of additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, the 
registrant may file a registration statement consisting only of the 
following: The facing page; a statement that the contents of the 
earlier registration statement, identified by file number, are 
incorporated by reference; required opinions, consents, and filing fee-
related information; the signature page; and any price-related 
information omitted from the earlier registration statement in reliance 
on Rule 430A that the registrant chooses to include in the new 
registration statement. The information contained in such a Rule 462(b) 
registration statement shall be deemed to be a part of the earlier 
registration statement as of the date of effectiveness of the Rule 
462(b) registration statement. Any opinion or consent required in the 
Rule 462(b) registration statement may be incorporated by reference 
from the earlier registration statement with respect to the offering, 
if: (i) Such opinion or consent expressly provides for such 
incorporation; and (ii) such opinion relates to the securities 
registered pursuant to Rule 462(b). See Rule 439(b) under the 
Securities Act [17 CFR 230.439(b)].
* * * * *

PART II--INFORMATION NOT REQUIRED IN PROSPECTUS

* * * * *

Item 8. Exhibits and Financial Statement Schedules.

* * * * *
    c. Furnish the following information, in substantially the tabular 
form indicated, as to each type and class of securities being 
registered in the manner required by Item 601(b)(107) of Regulation S-
K.

Calculation of Filing Fee Tables

-----------------------------------------------------------------------

(Form Type)

-----------------------------------------------------------------------

(Exact Name of Registrant as Specified in its Charter)

-----------------------------------------------------------------------

(Translation of Registrant's Name into English)

                                                                     Table 1--Newly Registered and Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                      Filing fee
                                                                                                                                                                                      previously
                                                                                   Fee                   Proposed                                                           Carry      paid in
                                                                     Security  calculation                maximum     Maximum            Amount of     Carry     Carry     forward    connection
                                                          Security    class      or carry     Amount     offering    aggregate   Fee   registration   forward   forward    initial   with unsold
                                                            type      title      forward    registered   price per   offering    rate       fee        form      file     effective   securities
                                                                                   rule                    unit        price                           type     number      date        to be
                                                                                                                                                                                       carried
                                                                                                                                                                                       forward
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Newly Registered Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees to Be Paid........................................         X          X            X           X           X           X      X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees Previously Paid...................................         X          X            X           X           X           X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                    Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Carry Forward Securities...............................         X          X            X           X                       X                              X         X           X            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                     Total Offering Amounts                                 X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                   Total Fees Previously Paid                                                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                       Total Fee Offsets                                                         X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                          Net Fee Due                                                            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                                             Table 2--Fee Offset Claims and Sources
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                          Unsold
                                                                                                                               Security      Security       Unsold       aggregate
                                                                                                                                 type          title      securities     offering      Fee paid
                                                        Registrant    Form or     File     Initial    Filing    Fee offset    associated    associated    associated      amount       with fee
                                                         or filer     filing     number     filing     date       claimed      with fee      with fee      with fee     associated      offset
                                                           name        type                  date                               offset        offset        offset       with fee       source
                                                                                                                                claimed       claimed       claimed       offset
                                                                                                                                                                          claimed
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Rules 457(b) and 0-11(a)(2)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................                      X          X          X                       X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[[Page 70229]]

 
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                           Rule 457(p)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................            X         X          X          X                       X             X             X             X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                             Table 3--Combined Prospectuses
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                             Maximum aggregate offering
    Security type        Security class         Amount of securities       price of securities previously    Form type     File number       Initial
                             title              previously registered                registered                                           effective date
--------------------------------------------------------------------------------------------------------------------------------------------------------
                X                    X                               X                               X             X               X                X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Security Types.
    i. For securities that are initially being registered, choose a 
security type permitted to be registered on this form from the 
following list of security types to respond to the applicable table 
requirement:
    a. Asset-Backed Securities;
    b. Debt;
    c. Debt Convertible into Equity;
    d. Equity;
    e. Exchange-Traded Vehicle Securities;
    f. Face Amount Certificates;
    g. Limited Partnership Interests;
    h. Mortgage Backed Securities;
    i. Non-Convertible Debt;
    j. Other; and
    k. Unallocated (Universal) Shelf.
    ii. When a table requires both security type and title of each 
class of securities, choose a security type from the list in 
Instruction 1.B.i and provide this information for each unique 
combination of security type and title of each class of securities. For 
example, it would be appropriate to provide the following on separate 
lines of Table 1:

Equity Class A Preferred Shares
Equity Class B Preferred Shares

    C. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    D. Explanations.
    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to the provisions of Rule 457 (Sec.  230.457 of this 
chapter) and any other rule being relied upon. All disclosure these 
Instructions require that is not specifically required to be presented 
in tabular format must appear in narrative format immediately after the 
table(s) to which it corresponds.
    2. Table 1: Newly Registered and Carry Forward Securities Table and 
Related Disclosure.
    A. Newly Registered Securities.
    For securities that are initially being registered on this form, 
provide the following information.
    i. Fees to Be Paid and Fees Previously Paid.
    a. Fees to Be Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees to Be Paid'' for 
securities to be registered for which filing fees have not already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    b. Fees Previously Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees Previously Paid'' for 
securities to be registered for which filing fees have already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    ii. Fee Calculation or Carry Forward Rules
    a. Rule 457(a).
    For a fee calculated as specified in Rule 457(a) (Sec.  230.457(a) 
of this chapter), enter ``457(a)''.
    b. Rule 457(f).
    For a fee calculated as specified in Rule 457(f) (Sec.  230.457(f) 
of this chapter), enter ``457(a)'' ``457(o) or ``Other,'' as 
applicable.
    Separately disclose the amount and value of securities to be 
received by the registrant or cancelled upon the issuance of securities 
registered on this Form, and explain how the value was calculated in 
accordance with Rule 457(f)(1) and (2), as applicable. The explanation 
must include the value per share of the securities to be received by 
the registrant or cancelled upon the issuance of securities registered 
on this Form. Also disclose any amount of cash to be paid by the 
registrant in connection with the exchange or other transaction, and 
any amount of cash to be received by the registrant in connection with 
the exchange or other transaction. In accordance with Rule 457(f)(3), 
to determine the maximum aggregate offering price for such a 
transaction, the registrant should deduct any amount of cash to be paid 
by the registrant in connection with the exchange or other transaction 
from, and add any amount of cash to be received by the registrant in 
connection with the exchange or other transaction to, the value of the 
securities to be received or cancelled as calculated in accordance with 
Rule 457(f)(1) and (2), as applicable. Omit from the table the maximum 
offering price per unit.
    c. Rule 457(o).
    If relying on Rule 457(o) under the Securities Act (Sec.  
230.457(o) of this chapter) to register securities on this Form by 
maximum aggregate offering price, enter ``457(o)''. You may omit from 
any such row the Amount

[[Page 70230]]

Registered and the Proposed Maximum Offering Price Per Unit.
    d. Rule 457(u).
    If an offering of an indeterminate amount of exchange-traded 
vehicle securities is being registered, enter ``457(u)''.
    Separately, state that the registration statement covers an 
indeterminate amount of securities to be offered or sold and that the 
filing fee will be calculated and paid in accordance with Rule 456(d) 
and Rule 457(u) (Sec.  230.456(d) and Sec.  230.457(u) of this 
chapter).
    e. Other.
    If relying on a rule other than Rule 457(a), (f), (o), or (u) enter 
``Other''.
    iii. Other Tabular Information.
    Provide the following information in the table for each unique 
combination of security type and title of each class of securities to 
be registered as applicable:
    a. The security type of the class of securities to be registered;
    b. The title of the class of securities to be registered;
    c. The amount of securities being registered expressed in terms of 
the number of securities, proposed maximum offering price per unit and 
resulting proposed maximum aggregate offering price, or, if the related 
filing fee is calculated in reliance on Rule 457(o), the proposed 
maximum aggregate offering price;
    d. The fee rate; and
    e. The registration fee.
    iv. Pre-Effective Amendments.
    If a pre-effective amendment is filed 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, a registrant that did not 
rely on Rule 457(o) to calculate the filing fee due for the initial 
filing or latest pre-effective amendment to such filing may recalculate 
the total filing fee due for the registration statement in its entirety 
and claim an offset pursuant to Rule 457(b) in the amount of the filing 
fee previously paid in connection with the registration statement. This 
recalculation procedure is not available, however, if a pre-effective 
amendment is filed only to increase the amount of securities of one or 
more registered classes or add one or more new classes. A pre-effective 
amendment that uses this recalculation procedure must include the 
revised offering amounts as securities to be registered for which 
filing fees have not already been paid in connection with the initial 
filing of this form or a pre-effective amendment for purposes of Table 
1. If you use this recalculation procedure, separately disclose that 
you are using it and expressly reference this Instruction 2.A.iv.
    B. Carry Forward Securities.
    If relying on Rule 415(a)(6) under the Securities Act (Sec.  
230.415(a)(6) of this chapter) to carry forward to this registration 
statement unsold securities from an earlier registration statement, 
enter ``415(a)(6)'' in the table and provide, in a separate row for 
each registration statement from which securities are to be carried 
forward, and for each unique combination of security type and title of 
each class of securities to be carried forward, the following 
information:
    i. The security type of the class of securities to be carried 
forward;
    ii. The title of the class of securities to be carried forward;
    iii. The amount of securities being carried forward expressed in 
terms of the number of securities (under the column heading ``Amount 
Registered'') and the amount of the maximum aggregate offering price, 
as specified in the fee table of the earlier filing, associated with 
those securities (under the column heading ``Maximum Aggregate Offering 
Price'') or, if the related filing fee was calculated in reliance on 
Rule 457(o), the amount of securities carried forward expressed in 
terms of the maximum aggregate offering price (under the column heading 
``Maximum Aggregate Offering Price'');
    iv. The form type, file number, and initial effective date of the 
earlier registration statement from which the securities are to be 
carried forward; and
    v. The filing fee previously paid in connection with the 
registration of the securities to be carried forward.
    C. Totals.
    i. Total Offering Amounts.
    Provide the sum of the maximum aggregate offering price for both 
the newly registered and carry forward securities and the aggregate 
registration fee for the newly registered securities.
    ii. Total Fees Previously Paid.
    Provide the aggregate of registration fees previously paid for the 
newly registered securities.
    iii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    iv. Net Fee Due
    Provide the difference between (a) the aggregate registration fee 
for the newly registered securities from the Total Offering Amounts 
row; and (b) the sum of (i) the aggregate of registration fees 
previously paid for the newly registered securities from the Total Fees 
Previously Paid row; and (ii) the aggregate fee offsets claimed from 
the Total Fee Offsets row.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act (Sec.  230.424 of this chapter), in all cases that was accompanied 
by a contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instructions 3.B.ii and 3.C.ii require a filer that claims a 
fee offset under Rule 457(b) or (p) under the Securities Act (Sec.  
230.457(b) or (p) of this chapter) or Rule 0-11(a)(2) under the 
Exchange Act (Sec.  240.0-11(a)(2) of this chapter) to identify 
previous submissions with contemporaneous fee payments that are the 
original source to which the fee offsets claimed on this filing can be 
traced. See Instruction 3.D for an example.
    B. Rules 457(b) and 0-11(a)(2).
    If relying on Rule 457(b) under the Securities Act (Sec.  
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act 
(Sec.  240.0-11(a)(2) of this chapter) to offset some or all of the 
filing fee due on this registration statement by amounts paid in 
connection with earlier filings (other than this Form F-1 unless 
pursuant to Instruction 2.A.iv) relating to the same transaction, 
provide the following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement or 
Exchange Act document relating to the same transaction from which a fee 
offset is being claimed, provide the information that Table 2 requires 
under the heading ``Rules 457(b) and 0-11(a)(2)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement, 
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(b) or 
Rule 0-11(a)(2), identify those submissions with contemporaneous fee 
payments that are the original source to which

[[Page 70231]]

those amounts can be traced. For each submission identified, provide 
the information that Table 2 requires under the heading ``Rules 457(b) 
and 0-11(a)(2)'' for the line item ``Fee Offset Sources''. The ``Fee 
Paid with Fee Offset Source'' column requires the dollar amount of the 
contemporaneous fee payment made with respect each identified 
submission that is the source of the fee offset claimed pursuant to 
Rule 457(b) or 0-11(a)(2).
    C. Rule 457(p).
    If relying on Rule 457(p) under the Securities Act (Sec.  
230.457(p) of this chapter) to offset some or all of the filing fee due 
on this registration statement with the filing fee previously paid for 
unsold securities under an earlier filed registration statement, 
provide the following information:
    i. Fee Offset Claims.
    For each such earlier filed registration statement from which the 
registrant is claiming a filing fee offset, provide the information 
Table 2 requires under the heading ``Rule 457(p)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Notes to Instruction 3.C.i.
    1. Provide a statement that the registrant has either withdrawn 
each prior registration statement or has terminated or completed any 
offering that included the unsold securities under the prior 
registration statements.
    2. If you were not the registrant under the earlier registration 
statements, entering information under the heading ``Rule 457(p)'' 
pursuant to Instruction 3.C.i affirms that you are that registrant's 
successor, majority-owned subsidiary, or parent owning more than 50% of 
the registrant's outstanding voting securities eligible to claim a 
filing fee offset. See the definitions of ``successor'' and ``majority-
owned subsidiary'' in Rule 405 under the Securities Act (Sec.  230.405 
of this chapter).
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(p), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information Table 2 requires under 
the heading ``Rule 457(p)'' for the line item ``Fee Offset Sources''. 
The ``Fee Paid with Fee Offset Source'' column requires the dollar 
amount of the contemporaneous fee payment made with respect to each 
identified submission that that is the source of the fee offset claimed 
pursuant to Rule 457(p).
    D. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form F-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form F-1 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form F-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form F-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement on Form F-1 
(assigned file number 333-123478) on 1/15/20X7 with a fee payment of 
$15,000 and relies on Rule 457(p) to claim an offset of $30,000 related 
to the unsold securities registered on the most recently effective Form 
F-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing 
fee due.
    For the registration statement on Form F-1 with file number 333-
123478 filed on 1/15/20X7, the filer can satisfy the submission 
identification requirement when it claims the $30,000 fee offset from 
the Form F-1 (333-123467) filed on 1/15/20X4 by referencing any 
combination of the Form F-1 (333-123467) filed on 1/15/20X4, the pre-
effective amendment to the Form F-1 (333-123456) filed on 2/15/20X1 or 
the initial filing of the Form F-1 (333-123456) on 1/15/20X1 in 
relation to which contemporaneous fee payments were made equal to 
$30,000.
    One example could be:
     The Form F-1 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form F-1 (333-123456) 
filed on 2/15/20X1 in relation to the payment of $5,000 out of the 
payment of $15,000 made with that submission (it would not matter if 
the filer cited to this pre-effective amendment and/or the initial 
submission of this Form F-1 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form F-1 (333-
123467) filed on 1/15/20X4 because even though the offset claimed and 
available from that filing was $30,000, the contemporaneous fee payment 
made with that filing ($25,000) was less than the offset being claimed. 
As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee payment(s) of 
$5,000 as the original source(s) to which the rest of the claimed 
offset can be traced.
    4. Table 3: Combined Prospectuses.
    If this Form includes a combined prospectus pursuant to Rule 429 
under the Securities Act of 1933 (Sec.  230.429 of this chapter), 
provide the information that Table 3 requires for each earlier 
effective registration statement that registered securities that may be 
offered and sold using the combined prospectus. Include a separate row 
for each unique combination of security type and title of each class of 
those securities. The amount of securities previously registered that 
may be offered and sold using the combined prospectus must be expressed 
in terms of the number of securities (under column heading ``Amount of 
Securities Previously Registered''), or, if the related filing fee was 
calculated in reliance on Rule 457(o), must be expressed in terms of 
the maximum aggregate offering price (under column heading ``Maximum 
Aggregate Offering Price of Securities Previously Registered'')''.
    Note to Instruction 4.
    Table 1 should not include the securities registered on an earlier 
effective registration statement that may be offered and sold using the 
combined prospectus under Rule 429.
* * * * *

0
24. Amend Form F-3 (referenced in Sec.  239.33) by:
0
a. Removing the ``Calculation of Registration Fee'' table and the Notes 
to the Calculation of Filing Fee Table;
0
b. Removing and reserving paragraphs C and F of ``II. Application of 
General Rules and Regulations'' under the General Instructions;
0
c. Revising paragraph G of ``II. Application of General Rules and 
Regulations'' under the General Instructions;
0
d. Revising paragraph A of ``IV. Registration of Additional Securities 
and Additional Classes of Securities'' under the General Instructions; 
and
0
e. Revising Item 9.
    The revisions read as follows:

    Note:  The text of Form F-3 does not, and this amendment will 
not, appear in the Code of Federal Regulations.


[[Page 70232]]



United States Securities and Exchange Commission

Washington, DC 20549

Form F-3

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

II. Application of General Rules and Regulations

* * * * *

C. [Reserved]

* * * * *

F. [Reserved]

G. Information in Automatic and Non-Automatic Shelf Registration 
Statements.

    Where securities are being registered on this Form pursuant to 
General Instruction I.A.5, I.B.1, I.B.2, I.B.5, or I.C., information is 
only required to be furnished as of the date of initial effectiveness 
of the registration statement to the extent required by Rule 430A or 
Rule 430B. Required information about a specific transaction must be 
included in the prospectus in the registration statement by means of a 
prospectus that is deemed to be part of and included in the 
registration statement pursuant to Rule 430A or Rule 430B, a post-
effective amendment to the registration statement, or an Exchange Act 
report incorporated by reference into the registration statement and 
the prospectus and identified in a prospectus filed, as required by 
Rule 430B, pursuant to Rule 424(b) (Sec.  230.424 (b) of this chapter), 
provided, however, that information specified by Item 9(b) of this Form 
or Rule 424(g) (Sec.  230.424(g) of this chapter) shall be placed in an 
exhibit to one of these documents other than an Exchange Act report 
incorporated by reference into the registration statement. Each post-
effective amendment or final prospectus filed pursuant to Rule 424(b), 
in either case filed to provide required information about a specific 
transaction, must include in the exhibit required by Item 9(b) of this 
Form or Rule 424(g) (Sec.  230.424(g) of this chapter), respectively, 
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 such exhibit that it is a 
final prospectus for the related offering.
* * * * *

IV. Registration of Additional Securities and Classes of Securities

A. Registration of Additional Securities Pursuant to Rule 462(b)

    With respect to the registration of additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, the 
registrant may file a registration statement consisting only of the 
following: The facing page; a statement that the contents of the 
earlier registration statement, identified by file number, are 
incorporated by reference; required opinions, consents, and filing fee-
related information; the signature page; and any price-related 
information omitted from the earlier registration statement in reliance 
on Rule 430A that the registrant chooses to include in the new 
registration statement. The information contained in such a Rule 462(b) 
registration statement shall be deemed to be a part of the earlier 
registration statement as of the date of effectiveness of the Rule 
462(b) registration statement. Any opinion or consent required in the 
Rule 462(b) registration statement may be incorporated by reference 
from the earlier registration statement with respect to the offering, 
if: (i) Such opinion or consent expressly provides for such 
incorporation; and (ii) such opinion relates to the securities 
registered pursuant to Rule 462(b). See Rule 439(b) under the 
Securities Act [17 CFR 230.439(b)].
* * * * *

PART II--INFORMATION NOT REQUIRED IN PROSPECTUS

* * * * *

Item 9. Exhibits.

    (a) Subject to the rules regarding incorporation by reference, 
furnish the exhibits required by Item 601 of Regulation S-K (Sec.  
229.601 of this chapter).
    (b) Furnish the following information, in substantially the tabular 
form indicated, as to each type and class of securities being 
registered in the manner required by Item 601(b)(107) of Regulation S-
K, provided, however that if this is an exhibit to a post-effective 
amendment and the only disclosure presented is pursuant to General 
Instruction II.G of this Form and instruction 1.D below, the disclosure 
may be in solely narrative rather than substantially tabular form.

Calculation of Filing Fee Tables

-----------------------------------------------------------------------

(Form Type)

-----------------------------------------------------------------------

(Exact Name of Registrant as Specified in Its Charter)

-----------------------------------------------------------------------

(Translation of Registrant's Name Into English)

                                                                     Table 1--Newly Registered and Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                      Filing fee
                                                                                                                                                                                      previously
                                                                                   Fee                   Proposed                                                           Carry      paid in
                                                                     Security  calculation                maximum     Maximum            Amount of     Carry     Carry     forward    connection
                                                          Security    class      or carry     Amount     offering    aggregate   Fee   registration   forward   forward    initial   with unsold
                                                            type      title      forward    registered   price per   offering    rate       fee        form      file     effective   securities
                                                                                   rule                    unit        price                           type     number      date        to be
                                                                                                                                                                                       carried
                                                                                                                                                                                       forward
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Newly Registered Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees to Be Paid........................................         X          X            X           X           X           X      X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees Previously Paid...................................         X          X            X           X           X           X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                    Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Carry Forward Securities...............................         X          X            X           X                       X                              X         X           X            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                     Total Offering Amounts                                 X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                   Total Fees Previously Paid                                                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[[Page 70233]]

 
                                                                       Total Fee Offsets                                                         X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                          Net Fee Due                                                            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                                             Table 2--Fee Offset Claims and Sources
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                         Aggregate
                                                                                                                               Security      Security       Unsold       offering
                                                        Registrant    Form or              Initial                               type          title      securities      amount       Fee paid
                                                         or filer     filing      File      filing    Filing    Fee offset    associated    associated    associated    associated     with fee
                                                           name        type      number      date      date       claimed      with fee      with fee      with fee      with fee       offset
                                                                                                                                offset        offset        offset        offset        source
                                                                                                                                claimed       claimed       claimed       claimed
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Rules 457(b) and 0-11(a)(2)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................                      X          X          X                       X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                           Rule 457(p)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................            X         X          X          X                       X             X             X             X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                             Table 3--Combined Prospectuses
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                             Maximum aggregate offering
    Security type        Security class         Amount of securities       price of securities previously    Form type     File number       Initial
                             title              previously registered                registered                                           effective date
--------------------------------------------------------------------------------------------------------------------------------------------------------
                X                    X                               X                               X             X               X                X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Security Types.
    i. For securities that are initially being registered, choose a 
security type permitted to be registered on this form from the 
following list of security types to respond to the applicable table 
requirement:
    a. Asset-Backed Securities;
    b. Debt;
    c. Debt Convertible into Equity;
    d. Equity;
    e. Exchange-Traded Vehicle Securities;
    f. Face Amount Certificates;
    g. Limited Partnership Interests;
    h. Mortgage Backed Securities;
    i. Non-Convertible Debt;
    j. Other; and
    k. Unallocated (Universal) Shelf.
    ii. When a table requires both security type and title of each 
class of securities, choose a security type from the list in 
Instruction 1.B.i and provide this information for each unique 
combination of security type and title of each class of securities. For 
example, it would be appropriate to provide the following on separate 
lines of Table 1:

Equity--Class A Preferred Shares
Equity--Class B Preferred Shares

    C. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    D. Maximum Aggregate Amounts and Offering Prices in Connection with 
Post-Effective Amendments.
    If required by General Instruction II.G of this Form, provide in 
narrative format the maximum aggregate amount or maximum aggregate 
offering price of the securities to which the post-effective amendment 
relates. With respect to final prospectuses, see Rule 424(g)(2) (Sec.  
230.424(g)(2) of this chapter).
    E. Explanations.
    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to the provisions of Rule 457 (Sec.  230.457 of this 
chapter) and any other rule being relied upon. All disclosure these 
Instructions require that is not specifically required to be presented 
in tabular format must appear in narrative format immediately after the 
table(s) to which it corresponds except the narrative disclosure 
referenced in Instruction 1.D must appear directly beneath the heading 
of this exhibit if the exhibit does not otherwise require a table.
    2. Table 1: Newly Registered and Carry Forward Securities Table and 
Related Disclosure.
    A. Newly Registered Securities.
    For securities that are initially being registered on this form, 
provide the following information.
    i. Fees to Be Paid and Fees Previously Paid.
    a. Fees to Be Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees to Be Paid'' for 
securities to be registered for which filing fees have not already been 
paid in connection with

[[Page 70234]]

the initial filing of this form or a pre-effective amendment.
    b. Fees Previously Paid.
    c. Provide the information Table 1 requires under the heading 
``Newly Registered Securities'' for the line item ``Fees Previously 
Paid'' for securities to be registered for which filing fees have 
already been paid in connection with the initial filing of this form or 
a pre-effective amendment.
    ii. Fee Calculation or Carry Forward Rules.
    a. Rule 457(a).
    For a fee calculated as specified in Rule 457(a) (Sec.  230.457(a) 
of this chapter), enter ``457(a)''.
    b. Rule 457(o).
    If relying on Rule 457(o) under the Securities Act (Sec.  
230.457(o) of this chapter) to register securities on this Form by 
maximum aggregate offering price, enter ``457(o)''. You may omit from 
any such row the Amount Registered and the Proposed Maximum Offering 
Price Per Unit.
    c. Rule 457(r).
    If relying on Rule 456(b) and Rule 457(r) under the Securities Act 
(Sec. Sec.  230.456(b) and 230.457(r) of this chapter) to defer a fee, 
enter ``457(r)'' and see Instruction 2.A.iii.c.
    d. Rule 457(u).
    If an offering of an indeterminate amount of exchange-traded 
vehicle securities is being registered, enter ``457(u)''.
    Separately, state that the registration statement covers an 
indeterminate amount of securities to be offered or sold and that the 
filing fee will be calculated and paid in accordance with Rule 456(d) 
and Rule 457(u) (Sec.  230.456(d) and Sec.  230.457(u) of this 
chapter).
    e. Other.
    If relying on a rule other than Rule 457(a), (o), (r) or (u), enter 
``Other''.
    iii. Other Tabular Information.
    a. Provide the following information in the table for each unique 
combination of security type and title of each class of securities to 
be registered as applicable except as otherwise provided by Instruction 
2.A.iii.b or c:
    1. The security type of the class of securities to be registered;
    2. The title of the class of securities to be registered;
    3. The amount of securities being registered expressed in terms of 
the number of securities, proposed maximum offering price per unit and 
resulting proposed maximum aggregate offering price, or, if the related 
filing fee is calculated in reliance on Rule 457(o), the proposed 
maximum aggregate offering price;
    4. The fee rate; and
    5. The registration fee.
    b. When registering two or more classes of securities pursuant to 
General Instruction I.B.1., I.B.2., I.B.5., or I.C. of this Form for an 
offering pursuant to Securities Act Rule 415(a)(1)(x) (Sec.  
230.415(a)(1)(x) of this chapter), and where this form is not filed by 
a well-known seasoned issuer that elects to defer payment of fees as 
permitted by Rule 456(b), Rule 457(o) permits the calculation of the 
registration fee to be based on the maximum aggregate offering price of 
all the newly registered securities listed in Table 1. In this event, 
Table 1 must list each of the classes of securities being registered, 
in tandem with its security type but may omit the proposed maximum 
aggregate offering price for each class. Following that list, Table 1 
must list the security type ``Unallocated (Universal) Shelf'' and state 
the maximum aggregate offering price for all of the classes of 
securities on a combined basis.
    c. A well-known seasoned issuer registering securities on an 
automatic shelf registration statement pursuant to General Instruction 
I.C. of this Form may, at its option, defer payment of registration 
fees as permitted by Rule 456(b) (Sec.  230.456(b) of this chapter). If 
a registrant elects to pay all or any portion of the registration fees 
on a deferred basis, Table 1 in the initial filing must cite Rule 
457(r), as required by Instruction 2.A.ii.c, and identify the classes 
of securities being registered, in tandem with their respective 
security types, and the registrant must state, in response to this 
instruction, that it elects to rely on Securities Act Rules 456(b) and 
457(r), but Table 1 does not need to specify any other information with 
respect to those classes of securities. When the issuer files a post-
effective amendment or a prospectus in accordance with Rule 
456(b)(1)(ii) (Sec.  230.456(b)(1)(ii) of this chapter) to pay a 
deferred fee, the amended Table 1 must specify either the dollar amount 
of securities being registered if paid in advance of or in connection 
with an offering or offerings or the aggregate offering price for all 
classes of securities in the referenced offering or offerings and the 
applicable registration fee, which shall be calculated based on the fee 
payment rate in effect on the date of the fee payment.
    iv. Pre-Effective Amendments.
    If a pre-effective amendment is filed 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, a registrant that did not 
rely on Rule 457(o) to calculate the filing fee due for the initial 
filing or latest pre-effective amendment to such filing may recalculate 
the total filing fee due for the registration statement in its entirety 
and claim an offset pursuant to Rule 457(b) in the amount of the filing 
fee previously paid in connection with the registration statement. This 
recalculation procedure is not available, however, if a pre-effective 
amendment is filed only to increase the amount of securities of one or 
more registered classes or add one or more new classes. A pre-effective 
amendment that uses this recalculation procedure must include the 
revised offering amounts as securities to be registered for which 
filing fees have not already been paid in connection with the initial 
filing of this form or a pre-effective amendment for purposes of Table 
1. If you use this recalculation procedure, separately disclose that 
you are using it and expressly reference this Instruction 2.A.iv.
    B. Carry Forward Securities.
    If relying on Rule 415(a)(6) under the Securities Act (Sec.  
230.415(a)(6) of this chapter) to carry forward to this registration 
statement unsold securities from an earlier registration statement, 
enter ``415(a)(6)'' in the table and provide, in a separate row for 
each registration statement from which securities are to be carried 
forward, and for each unique combination of security type and title of 
each class of securities to be carried forward, the following 
information:
    i. The security type of the class of securities to be carried 
forward;
    ii. The title of the class of securities to be carried forward;
    iii. The amount of securities being carried forward expressed in 
terms of the number of securities (under the column heading ``Amount 
Registered'') and the amount of the maximum aggregate offering price, 
as specified in the fee table of the earlier filing, associated with 
those securities (under the column heading ``Maximum Aggregate Offering 
Price'') or, if the related filing fee was calculated in reliance on 
Rule 457(o), the amount of securities carried forward expressed in 
terms of the maximum aggregate offering price (under the column heading 
``Maximum Aggregate Offering Price'');
    iv. The form type, file number, and initial effective date of the 
earlier registration statement from which the securities are to be 
carried forward; and
    v. The filing fee previously paid in connection with the 
registration of the securities to be carried forward.
    C. Totals.
    i. Total Offering Amounts.

[[Page 70235]]

    Provide the sum of the maximum aggregate offering price for both 
the newly registered and carry forward securities and the aggregate 
registration fee for the newly registered securities.
    ii. Total Fees Previously Paid.
    Provide the aggregate of registration fees previously paid for the 
newly registered securities.
    iii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    iv. Net Fee Due.
    Provide the difference between (a) the aggregate registration fee 
for the newly registered securities from the Total Offering Amounts 
row; and (b) the sum of (i) the aggregate of registration fees 
previously paid for the newly registered securities from the Total Fees 
Previously Paid row; and (ii) the aggregate fee offsets claimed from 
the Total Fee Offsets row.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act (Sec.  230.424 of this chapter), in all cases that was accompanied 
by a contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instructions 3.B.ii and 3.C.ii require a filer that claims a 
fee offset under Rule 457(b) or (p) under the Securities Act (Sec.  
230.457(b) or (p) of this chapter) or Rule 0-11(a)(2) under the 
Exchange Act (Sec.  240.0-11(a)(2) of this chapter) to identify 
previous submissions with contemporaneous fee payments that are the 
original source to which the fee offsets claimed on this filing can be 
traced. See Instruction 3.D for an example.
    B. Rules 457(b) and 0-11(a)(2).
    If relying on Rule 457(b) under the Securities Act (Sec.  
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act 
(Sec.  240.0-11(a)(2) of this chapter) to offset some or all of the 
filing fee due on this registration statement by amounts paid in 
connection with earlier filings (other than this Form F-3 unless 
pursuant to Instruction 2.A.iv) relating to the same transaction, 
provide the following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement or 
Exchange Act document relating to the same transaction from which a fee 
offset is being claimed, provide the information that Table 2 requires 
under the heading ``Rules 457(b) and 0-11(a)(2)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement, 
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(b) or 
Rule 0-11(a)(2), identify those submissions with contemporaneous fee 
payments that are the original source to which those amounts can be 
traced. For each submission identified, provide the information that 
Table 2 requires under the heading ``Rules 457(b) and 0-11(a)(2)'' for 
the line item ``Fee Offset Sources''. The ``Fee Paid with Fee Offset 
Source'' column requires the dollar amount of the contemporaneous fee 
payment made with respect to each identified submission that is the 
source of the fee offset claimed pursuant to Rule 457(b) or 0-11(a)(2).
    C. Rule 457(p).
    If relying on Rule 457(p) under the Securities Act (Sec.  
230.457(p) of this chapter) to offset some or all of the filing fee due 
on this registration statement with the filing fee previously paid for 
unsold securities under an earlier filed registration statement, 
provide the following information:
    i. Fee Offset Claims.
    For each such earlier filed registration statement from which the 
registrant is claiming a filing fee offset, provide the information 
Table 2 requires under the heading ``Rule 457(p)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Notes to Instruction 3.C.i.
    1. Provide a statement that the registrant has either withdrawn 
each prior registration statement or has terminated or completed any 
offering that included the unsold securities under the prior 
registration statements.
    2. If you were not the registrant under the earlier registration 
statements, entering information under the heading ``Rule 457(p)'' 
pursuant to Instruction 3.C.i affirms that you are that registrant's 
successor, majority-owned subsidiary, or parent owning more than 50% of 
the registrant's outstanding voting securities eligible to claim a 
filing fee offset. See the definitions of ``successor'' and ``majority-
owned subsidiary'' in Rule 405 under the Securities Act (Sec.  230.405 
of this chapter).
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(p), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information Table 2 requires under 
the heading ``Rule 457(p)'' for the line item ``Fee Offset Sources''. 
The ``Fee Paid with Fee Offset Source'' column requires the dollar 
amount of the contemporaneous fee payment made with respect to each 
identified submission that is the source of the fee offset claimed 
pursuant to Rule 457(p).
    D. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form F-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form F-1 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form F-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form F-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement on Form F-1 
(assigned file number 333-123478) on 1/15/20X7 with a fee payment of 
$15,000 and relies on Rule 457(p) to claim an offset of $30,000 related 
to the unsold securities registered on the most recently effective Form 
F-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing 
fee due.
    For the registration statement on Form F-1 with file number 333-
123478 filed on 1/15/20X7, the filer can satisfy the submission 
identification requirement when it claims the $30,000 fee offset from 
the Form F-1 (333-123467) filed on 1/15/20X4 by referencing any 
combination of the Form F-1 (333-123467) filed on 1/15/20X4, the pre-
effective amendment to the Form F-1 (333-123456) filed on 2/15/20X1 or 
the initial filing of the Form F-1 (333-123456) on 1/15/20X1 in 
relation to

[[Page 70236]]

which contemporaneous fee payments were made equal to $30,000. One 
example could be:
     The Form F-1 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form F-1 (333-123456) 
filed on 2/15/20X1 in relation to the payment of $5,000 out of the 
payment of $15,000 made with that submission (it would not matter if 
the filer cited to this pre-effective amendment and/or the initial 
submission of this Form F-1 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form F-1 (333-
123467) filed on 1/15/20X4 because even though the offset claimed and 
available from that filing was $30,000, the contemporaneous fee payment 
made with that filing ($25,000) was less than the offset being claimed. 
As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee payment(s) of 
$5,000 as the original source(s) to which the rest of the claimed 
offset can be traced.
    4. Table 3: Combined Prospectuses.
    If this Form includes a combined prospectus pursuant to Rule 429 
under the Securities Act of 1933 (Sec.  230.429 of this chapter), 
provide the information that Table 3 requires for each earlier 
effective registration statement that registered securities that may be 
offered and sold using the combined prospectus. Include a separate row 
for each unique combination of security type and title of each class of 
those securities. The amount of securities previously registered that 
may be offered and sold using the combined prospectus, must be 
expressed in terms of the number of securities (under column heading 
``Amount of Securities Previously Registered''), or, if the related 
filing fee was calculated in reliance on Rule 457(o), must be expressed 
in terms of the maximum aggregate offering price (under column heading 
``Maximum Aggregate Offering Price of Securities Previously 
Registered'').
    Note to Instruction 4.
    Table 1 should not include the securities registered on an earlier 
effective registration statement that may be offered and sold using the 
combined prospectus under Rule 429.
* * * * *

0
25. Amend Form F-4 (referenced in Sec.  239.34) by:
0
a. Removing the ``Calculation of Registration Fee'' table and note 
immediately below it;
0
b. Removing and reserving paragraph D.3 of the General Instructions;
0
c. Revising paragraphs F and H of the General Instructions; and
0
d. Adding Item 21(d).
    The revisions and addition read as follows:

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

United States Securities and Exchange Commission

Washington, DC 20549

Form F-4

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

D. Application of General Rules and Regulations

* * * * *
    3. [Reserved]
* * * * *

F. Registration Statements Subject to Rule 415(a)(1)(viii) (Sec.  
230.415(a)(1)(viii) of This Chapter)

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

H. Registration of Additional Securities

    With respect to the registration of additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, the 
registrant may file a registration statement consisting only of the 
following: The facing page; a statement that the contents of the 
earlier registration statement, identified by file number, are 
incorporated by reference; required opinions, consents, and filing fee-
related information; the signature page; and any price-related 
information omitted from the earlier registration statement in reliance 
on Rule 430A that the registrant chooses to include in the new 
registration statement. The information contained in such a Rule 462(b) 
registration statement shall be deemed to be a part of the earlier 
registration statement as of the date of effectiveness of the Rule 
462(b) registration statement. Any opinion or consent required in the 
Rule 462(b) registration statement may be incorporated by reference 
from the earlier registration statement with respect to the offering, 
if: (i) Such opinion or consent expressly provides for such 
incorporation; and (ii) such opinion relates to the securities 
registered pursuant to Rule 462(b). See Rule 439(b) under the 
Securities Act [17 CFR 230.439(b)].
* * * * *

PART II--INFORMATION NOT REQUIRED IN PROSPECTUS

* * * * *

Item 21. Exhibits and Financial Statement Schedules.

* * * * *
    (d) Furnish the following information, in substantially the tabular 
form indicated, as to each type and class of securities being 
registered in the manner required by Item 601(b)(107) of Regulation S-
K, provided, however that if this is an exhibit to a post-effective 
amendment and the only disclosure presented is pursuant to General 
Instruction F of this Form and instruction 1.D below, the disclosure 
may be in solely narrative rather than substantially tabular form.

Calculation of Filing Fee Tables

-----------------------------------------------------------------------

(Form Type)

-----------------------------------------------------------------------

(Exact Name of Registrant as Specified in its Charter)

-----------------------------------------------------------------------

(Translation of Registrant's Name into English)

[[Page 70237]]



                                                                     Table 1--Newly Registered and Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                      Filing fee
                                                                                                                                                                                      previously
                                                                                   Fee                   Proposed                                                           Carry      paid in
                                                                     Security  calculation                maximum     Maximum            Amount of     Carry     Carry     forward    connection
                                                          Security    class      or carry     Amount     offering    aggregate   Fee   registration   forward   forward    initial   with unsold
                                                            type      title      forward    registered   price per   offering    rate       fee        form      file     effective   securities
                                                                                   rule                    unit        price                           type     number      date         to be
                                                                                                                                                                                       carried
                                                                                                                                                                                       forward
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Newly Registered Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees to Be Paid........................................         X          X            X           X           X           X      X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees Previously Paid...................................         X          X            X           X           X           X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                    Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Carry Forward Securities...............................         X          X            X           X                       X                              X         X           X            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                     Total Offering Amounts                                 X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                   Total Fees Previously Paid                                                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                       Total Fee Offsets                                                         X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                          Net Fee Due                                                            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                                             Table 2--Fee Offset Claims and Sources
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                          Unsold
                                                                                                                               Security      Security       Unsold       aggregate
                                                                                                                                 type          title      securities     offering      Fee paid
                                                        Registrant    Form or     File     Initial    Filing    Fee offset    associated    associated    associated      amount       with fee
                                                         or filer     filing     number     filing     date       claimed      with fee      with fee      with fee     associated      offset
                                                           name        type                  date                               offset        offset        offset       with fee       source
                                                                                                                                claimed       claimed       claimed       offset
                                                                                                                                                                          claimed
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Rules 457(b) and 0-11(a)(2)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................                      X          X          X                       X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                           Rule 457(p)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................            X         X          X          X                       X             X             X             X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                             Table 3--Combined Prospectuses
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                             Maximum aggregate offering
    Security type        Security class         Amount of securities       price of securities previously    Form type     File number       Initial
                             title              previously registered                registered                                           effective date
--------------------------------------------------------------------------------------------------------------------------------------------------------
                X                    X                               X                               X             X               X                X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Security Types.
    i. For securities that are being initially registered, choose a 
security type permitted to be registered on this form from the 
following list of security types to respond to the applicable table 
requirement:
    a. Asset-Backed Securities;
    b. Debt;
    c. Debt Convertible into Equity;
    d. Equity;
    e. Exchange-Traded Vehicle Securities;
    f. Face Amount Certificates;
    g. Limited Partnership Interests;
    h. Mortgage Backed Securities;
    i. Non-Convertible Debt;
    j. Other; and
    k. Unallocated (Universal) Shelf.
    ii. When a table requires both security type and title of each 
class of securities, choose a security type from the list in 
Instruction 1.B.i and provide this information for each unique 
combination of security type and title of each class of securities. For 
example, it would be appropriate to provide the following on separate 
lines of Table 1:

Equity--Class A Preferred Shares
Equity--Class B Preferred Shares

    C. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    D. Maximum Aggregate Amounts and Offering Prices in Connection with 
Post-Effective Amendments.
    If required by General Instruction F of this Form, provide in 
narrative format the maximum aggregate amount or maximum aggregate 
offering price of the securities to which the post-effective amendment 
relates.
    E. Explanations.

[[Page 70238]]

    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to the provisions of Rule 457 (Sec.  230.457 of this 
chapter) and any other rule being relied upon. All disclosure these 
Instructions require that is not specifically required to be presented 
in tabular format must appear in narrative format immediately after the 
table(s) to which it corresponds except the narrative disclosure 
referenced in Instruction 1.D must appear directly beneath the heading 
of this exhibit if the exhibit does not otherwise require a table.
    2. Table 1: Newly Registered and Carry Forward Securities Table and 
Related Disclosure.
    A. Newly Registered Securities.
    For securities that are initially being registered on this form, 
provide the following information.
    i. Fees to Be Paid and Fees Previously Paid.
    a. Fees to Be Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees to Be Paid'' for 
securities to be registered for which filing fees have not already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    b. Fees Previously Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees Previously Paid'' for 
securities to be registered for which filing fees have already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    ii. Fee Calculation or Carry Forward Rules.
    a. Rule 457(a).
    For a fee calculated as specified in Rule 457(a) (Sec.  230.457(a) 
of this chapter), enter ``457(a)''.
    b. Rule 457(f).
    For a fee calculated as specified in Rule 457(f) (Sec.  230.457(f) 
of this chapter), enter ``457(a)'', ``457(o)'' or ``Other'', as 
applicable.
    Separately disclose the amount and value of securities to be 
received by the registrant or cancelled upon the issuance of securities 
registered on this Form, and explain how the value was calculated in 
accordance with Rule 457(f)(1) and (2), as applicable. The explanation 
must include the value per share of the securities to be received by 
the registrant or cancelled upon the issuance of securities registered 
on this Form. Also disclose any amount of cash to be paid by the 
registrant in connection with the exchange or other transaction, and 
any amount of cash to be received by the registrant in connection with 
the exchange or other transaction. In accordance with Rule 457(f)(3), 
to determine the maximum aggregate offering price for such a 
transaction, the registrant should deduct any amount of cash to be paid 
by the registrant in connection with the exchange or other transaction 
from, and add any amount of cash to be received by the registrant in 
connection with the exchange or other transaction to, the value of the 
securities to be received or cancelled as calculated in accordance with 
Rule 457(f)(1) and (2), as applicable. Omit from the table the maximum 
offering price per unit.
    c. Rule 457(o).
    If relying on Rule 457(o) under the Securities Act (Sec.  
230.457(o) of this chapter) to register securities on this Form by 
maximum aggregate offering price, enter ``457(o)''. You may omit from 
any such row the Amount Registered and the Proposed Maximum Offering 
Price Per Unit.
    d. Other.
    If relying on a rule other than Rule 457(a), (f), or (o), enter 
``Other''.
    iii. Other Tabular Information.
    a. Provide the following information in the table for each unique 
combination of security type and title of each class of securities to 
be registered as applicable except as otherwise provided by Instruction 
2.A.iii.b:
    1. The security type of the class of securities to be registered;
    2. The title of the class of securities to be registered;
    3. The amount of securities being registered expressed in terms of 
the number of securities, proposed maximum offering price per unit and 
resulting proposed maximum aggregate offering price, or, if the related 
filing fee is calculated in reliance on Rule 457(o), the proposed 
maximum aggregate offering price;
    4. The fee rate; and
    5. The registration fee.
    b. When registering two or more classes of securities on this Form 
to be offered on a delayed or continuous basis pursuant to Sec.  
230.415(a)(1)(viii), Rule 457(o) permits the calculation of the 
registration fee to be based on the maximum aggregate offering price of 
all the newly registered securities listed in Table 1 on a combined 
basis if the registrant is eligible to use Form F-3 for a primary 
offering. In this event, Table 1 must list each of the classes of 
securities being registered, in tandem with its security type but may 
omit the proposed maximum aggregate offering price for each class. 
Following that list, Table 1 must list the security type ``Unallocated 
(Universal) Shelf'' and state the maximum aggregate offering price for 
all of the classes of securities on a combined basis.
    iv. Pre-Effective Amendments.
    If a pre-effective amendment is filed 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, a registrant that did not 
rely on Rule 457(o) to calculate the filing fee due for the initial 
filing or latest pre-effective amendment to such filing may recalculate 
the total filing fee due for the registration statement in its entirety 
and claim an offset pursuant to Rule 457(b) in the amount of the filing 
fee previously paid in connection with the registration statement. This 
recalculation procedure is not available, however, if a pre-effective 
amendment is filed only to increase the amount of securities of one or 
more registered classes or add one or more new classes. A pre-effective 
amendment that uses this recalculation procedure must include the 
revised offering amounts as securities to be registered for which 
filing fees have not already been paid in connection with the initial 
filing of this form or a pre-effective amendment for purposes of Table 
1. If you use this recalculation procedure, separately disclose that 
you are using it and expressly reference this Instruction 2.A.iv.
    B. Carry Forward Securities.
    If relying on Rule 415(a)(6) under the Securities Act (Sec.  
230.415(a)(6) of this chapter) to carry forward to this registration 
statement unsold securities from an earlier registration statement, 
enter ``415(a)(6)'' in the table and provide, in a separate row for 
each registration statement from which securities are to be carried 
forward, and for each unique combination of security type and title of 
each class of securities to be carried forward, the following 
information:
    i. The security type of the class of securities to be carried 
forward;
    ii. The title of the class of securities to be carried forward;
    iii. The amount of securities being carried forward expressed in 
terms of the number of securities (under the column heading ``Amount 
Registered'') and the amount of the maximum aggregate offering price, 
as specified in the fee table of the earlier filing, associated with 
those securities (under the column heading ``Maximum Aggregate Offering 
Price'') or, if the related filing fee was calculated in reliance on 
Rule 457(o), the amount of

[[Page 70239]]

securities carried forward expressed in terms of the maximum aggregate 
offering price (under the column heading ``Maximum Aggregate Offering 
Price'');
    iv. The form type, file number, and initial effective date of the 
earlier registration statement from which the securities are to be 
carried forward; and
    v. The filing fee previously paid in connection with the 
registration of the securities to be carried forward.
    C. Totals.
    i. Total Offering Amounts.
    Provide the sum of the maximum aggregate offering price for both 
the newly registered and carry forward securities and the aggregate 
registration fee for the newly registered securities.
    ii. Total Fees Previously Paid.
    Provide the aggregate of registration fees previously paid for the 
newly registered securities.
    iii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    iv. Net Fee Due.
    Provide the difference between (a) the aggregate registration fee 
for the newly registered securities from the Total Offering Amounts 
row; and (b) the sum of (i) the aggregate of registration fees 
previously paid for the newly registered securities from the Total Fees 
Previously Paid row; and (ii) the aggregate fee offsets claimed from 
the Total Fee Offsets row.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act (Sec.  230.424 of this chapter), in all cases that was accompanied 
by a contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instructions 3.B.ii and 3.C.ii require a filer that claims a 
fee offset under Rule 457(b) or (p) under the Securities Act (Sec.  
230.457(b) or (p) of this chapter) or Rule 0-11(a)(2) under the 
Exchange Act (Sec.  240.0-11(a)(2) of this chapter) to identify 
previous submissions with contemporaneous fee payments that are the 
original source to which the fee offsets claimed on this filing can be 
traced. See Instruction 3.D for an example.
    B. Rules 457(b) and 0-11(a)(2).
    If relying on Rule 457(b) under the Securities Act (Sec.  
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act 
(Sec.  240.0-11(a)(2) of this chapter) to offset some or all of the 
filing fee due on this registration statement by amounts paid in 
connection with earlier filings (other than this Form F-4 unless 
pursuant to Instruction 2.A.iv) relating to the same transaction, 
provide the following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement or 
Exchange Act document relating to the same transaction from which a fee 
offset is being claimed, provide the information that Table 2 requires 
under the heading ``Rules 457(b) and 0-11(a)(2)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement, 
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(b) or 
Rule 0-11(a)(2), identify those submissions with contemporaneous fee 
payments that are the original source to which those amounts can be 
traced. For each submission identified, provide the information that 
Table 2 requires under the heading ``Rules 457(b) and 0-11(a)(2)'' for 
the line item ``Fee Offset Sources''. The ``Fee Paid with Fee Offset 
Source'' column requires the dollar amount of the contemporaneous fee 
payment made with respect to each identified submission that is the 
source of the fee offset claimed pursuant to Rule 457(b) or 0-11(a)(2).
    C. Rule 457(p).
    If relying on Rule 457(p) under the Securities Act (Sec.  
230.457(p) of this chapter) to offset some or all of the filing fee due 
on this registration statement with the filing fee previously paid for 
unsold securities under an earlier filed registration statement, 
provide the following information:
    i. Fee Offset Claims.
    For each such earlier filed registration statement from which the 
registrant is claiming a filing fee offset, provide the information 
Table 2 requires under the heading ``Rule 457(p)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Notes to Instruction 3.C.i.
    1. Provide a statement that the registrant has either withdrawn 
each prior registration statement or has terminated or completed any 
offering that included the unsold securities under the prior 
registration statements.
    2. If you were not the registrant under the earlier registration 
statements, entering information under the heading ``Rule 457(p)'' 
pursuant to Instruction 3.C.i affirms that you are that registrant's 
successor, majority-owned subsidiary, or parent owning more than 50% of 
the registrant's outstanding voting securities eligible to claim a 
filing fee offset. See the definitions of ``successor'' and ``majority-
owned subsidiary'' in Rule 405 under the Securities Act (Sec.  230.405 
of this chapter).
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(p), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information Table 2 requires under 
the heading ``Rule 457(p)'' for the line item ``Fee Offset Sources''. 
The ``Fee Paid with Fee Offset Source'' column requires the dollar 
amount of the contemporaneous fee payment made with respect to each 
identified submission that is the source of the fee offset claimed 
pursuant to Rule 457(p).
    D. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form F-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form F-1 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form F-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form F-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement on Form F-1 
(assigned file number 333-123478) on 1/15/20X7 with a fee payment of 
$15,000 and relies on Rule 457(p) to claim an offset of $30,000 related 
to the unsold securities registered on the most recently effective Form 
F-1 (333-123467) filed on 1/15/

[[Page 70240]]

20X4 and apply it to the $45,000 filing fee due.
    For the registration statement on Form F-1 with file number 333-
123478 filed on 1/15/20X7, the filer can satisfy the submission 
identification requirement when it claims the $30,000 fee offset from 
the Form F-1 (333-123467) filed on 1/15/20X4 by referencing any 
combination of the Form F-1 (333-123467) filed on 1/15/20X4, the pre-
effective amendment to the Form F-1 (333-123456) filed on 2/15/20X1 or 
the initial filing of the Form F-1 (333-123456) on 1/15/20X1 in 
relation to which contemporaneous fee payments were made equal to 
$30,000. One example could be:
     The Form F-1 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form F-1 (333-123456) 
filed on 2/15/20X1 in relation to the payment of $5,000 out of the 
payment of $15,000 made with that submission (it would not matter if 
the filer cited to this pre-effective amendment and/or the initial 
submission of this Form F-1 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form F-1 (333-
123467) filed on 1/15/20X4 because even though the offset claimed and 
available from that filing was $30,000, the contemporaneous fee payment 
made with that filing ($25,000) was less than the offset being claimed. 
As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee payment(s) of 
$5,000 as the original source(s) to which the rest of the claimed 
offset can be traced.
    4. Table 3: Combined Prospectuses.
    If this Form includes a combined prospectus pursuant to Rule 429 
under the Securities Act of 1933 (Sec.  230.429 of this chapter), 
provide the information that Table 3 requires for each earlier 
effective registration statement that registered securities that may be 
offered and sold using the combined prospectus. Include a separate row 
for each unique combination of security type and title of each class of 
those securities. The amount of securities previously registered that 
may be offered and sold using the combined prospectus must be expressed 
in terms of the number of securities (under column heading ``Amount of 
Securities Previously Registered''), or, if the related filing fee was 
calculated in reliance on Rule 457(o), must be expressed in terms of 
the maximum aggregate offering price (under column heading ``Maximum 
Aggregate Offering Price of Securities Previously Registered'').
    Note to Instruction 4.
    Table 1 should not include the securities registered on an earlier 
effective registration statement that may be offered and sold using the 
combined prospectus under Rule 429.
* * * * *

0
26. Amend Form F-10 (referenced in Sec.  239.40) by:
0
a. Removing the ``Calculation of Registration Fee'' table;
0
b. Removing from immediately below the ``Calculation of Registration 
Fee'' table the text that begins with an asterisk and the text that 
begins with the phrase ``If as a result of stock splits, stock 
dividends or similar transactions,'';
0
c. Revising paragraph G of General Instruction II;
0
d. Adding reserve paragraphs (102) through (106) of Part II--
Information Not Required to be Delivered to Offerees or Purchasers; and
0
e. Adding paragraph (107) to Part II--Information Not Required to be 
Delivered to Offerees or Purchasers.
    The revision and additions read as follows:

    Note:  The text of Form F-10 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

United States Securities and Exchange Commission

Washington, DC 20549

Form F-10

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

II. Application of General Rules and Regulations

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

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

* * * * *
    (102) through (106) [Reserved].
    (107) The following information, in substantially the tabular form 
indicated, as to each type and class of securities being registered.

Calculation of Filing Fee Tables

-----------------------------------------------------------------------

(Form Type)

-----------------------------------------------------------------------

(Exact Name of Registrant as Specified in its Charter)

-----------------------------------------------------------------------

(Translation of Registrant's Name into English (if Applicable))

                                                                              Table 1--Newly Registered Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  Proposed
                                                                            Security class  Fee calculation       Amount          maximum          Maximum                          Amount of
                                                           Security type        title           rule or         registered     offering price     aggregate         Fee rate       registration
                                                                                              instruction                         per unit      offering price                         fee
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees to Be Paid.........................................               X                X                X                X                X                X                X                X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees Previously Paid....................................               X                X                X                X                X                X                                 X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Total Offering Amounts                                                      X                                 X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                              Total Fees Previously Paid                                                                                      X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Total Fee Offsets                                                                                          X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[[Page 70241]]

 
                                                                                      Net Fee Due                                                                                             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                                             Table 2--Fee Offset Claims and Sources
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                          Unsold
                                                                                                                               Security      Security       Unsold       aggregate
                                                                                                                                 type          title      securities     offering      Fee paid
                                                        Registrant    Form or     File     Initial    Filing    Fee offset    associated    associated    associated      amount       with fee
                                                         or filer     filing     number     filing     date       claimed      with fee      with fee      with fee     associated      offset
                                                           name        type                  date                               offset        offset        offset       with fee       source
                                                                                                                                claimed       claimed       claimed       offset
                                                                                                                                                                          claimed
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Rules 457(b) and 0-11(a)(2)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................                      X          X          X                       X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                           Rule 457(p)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................            X         X          X          X                       X             X             X             X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                             Table 3--Combined Prospectuses
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                             Maximum aggregate offering
    Security type        Security class         Amount of securities       price of securities previously    Form type     File number       Initial
                             title              previously registered                registered                                           effective date
--------------------------------------------------------------------------------------------------------------------------------------------------------
                X                    X                               X                               X             X               X                X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Security Types.
    i. For securities that are being initially registered, choose a 
security type permitted to be registered on this form from the 
following list of security types to respond to the applicable table 
requirement:
    a. Asset-Backed Securities;
    b. Debt;
    c. Debt Convertible into Equity;
    d. Equity;
    e. Exchange-Traded Vehicle Securities;
    f. Face Amount Certificates;
    g. Limited Partnership Interests;
    h. Mortgage Backed Securities;
    i. Non-Convertible Debt;
    j. Other; and
    k. Unallocated (Universal) Shelf.
    ii. When a table requires both security type and title of each 
class of securities, choose a security type from the list in 
Instruction 1.B.i and provide this information for each unique 
combination of security type and title of each class of securities. For 
example, it would be appropriate to provide the following on separate 
lines of Table 1:

Equity--Class A Preferred Shares
Equity--Class B Preferred Shares

    C. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    D. Explanations.
    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to General Instructions II.G. through II.I. of this Form and 
the provisions of Rule 457 (Sec.  230.457 of this chapter) and any 
other rule being relied upon. All disclosure these Instructions require 
that is not specifically required to be presented in tabular format 
must appear in narrative format immediately after the table(s) to which 
it corresponds.
    E. Rule 416.
    If, as a result of stock splits, stock dividends, or similar 
transactions, the number of securities purported to be registered on 
this registration statement changes, the provisions of Rule 416 shall 
apply to this registration statement.
    F. Submission Method.
    This exhibit must be submitted as required by Rule 408 of 
Regulation S-T (Sec.  232.408 of this chapter).
    2. Table 1: Newly Registered Securities Table and Related 
Disclosure.
    A. Newly Registered Securities.
    For securities that are initially being registered on this form, 
provide the following information.
    i. Fees to Be Paid and Fees Previously Paid.
    a. Fees to Be Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees to Be Paid'' for 
securities to be registered for which filing fees have not already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    b. Fees Previously Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees Previously Paid'' for 
securities to be registered for which filing fees have already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    ii. Fee Calculation Rules and Instructions.
    a. Rule 457(a).

[[Page 70242]]

    For a fee calculated as specified in Rule 457(a) (Sec.  230.457(a) 
of this chapter), enter ``457(a)''.
    b. Exchange Offers--General Instruction II.H.
    For a fee calculated as specified in General Instruction II.H for 
an exchange offer, enter ``457(a)'', ``457(o)'', or ``Other'', as 
applicable. Separately disclose the amount and value of securities that 
may be received by the registrant or cancelled upon the issuance of 
securities registered on this Form from United States residents, and 
explain how the value was calculated in accordance with General 
Instruction II.H.(1) or II.H.(2). The explanation must include the 
value per share of the securities that may be received by the 
registrant or cancelled upon the issuance of securities registered on 
this Form. Also disclose any amount of cash to be paid by the 
registrant in connection with the exchange, and any amount of cash that 
may be received from United States residents by the registrant in 
connection with the exchange. In accordance with General Instruction 
II.H.(3), to determine the maximum aggregate offering price for such a 
transaction, the registrant should deduct any amount of cash paid by 
the registrant in connection with the exchange from, and add any amount 
of cash that may be received from United States residents by the 
registrant in connection with the exchange to, the value of the 
securities to be received or cancelled as calculated in accordance with 
General Instruction II.H.(1) or II.H.(2). Omit from the filing fee 
table the maximum offering price per unit.
    c. Business Combinations--General Instruction II.I.
    For a fee calculated as specified in General Instruction II.I for a 
business combination, enter ``457(a)'', 457(o)'', or ``Other'', as 
applicable.
    Separately, disclose the amount and value of the equity securities 
of the predecessor companies held by United States residents being 
offered the registrant's securities, and explain how the value was 
calculated in accordance with General Instruction II.I.(1) or II.I.(2). 
The explanation must include the value per share of the equity 
securities of the predecessor companies held by United States residents 
being offered the registrant's securities. Also disclose any amount of 
cash to be paid by the registrant in connection with the business 
combination, and any amount of cash that may be received from United 
States residents by the registrant in connection with the business 
combination. In accordance with General Instruction II.I.(3), to 
determine the maximum aggregate offering price for such a transaction, 
the registrant should deduct any amount of cash to be paid by the 
registrant in connection with the business combination from, and add 
any amount of cash that may be received from United States residents by 
the registrant in connection with the business combination to, the 
value of the equity securities of the predecessor companies held by 
United States residents being offered the registrant's securities as 
calculated in accordance with General Instruction II.I.(1) or II.I.(2). 
Omit from the filing fee table the maximum offering price per unit.
    d. Rule 457(o).
    If relying on Rule 457(o) under the Securities Act (Sec.  
230.457(o) of this chapter) to register securities on this Form by 
maximum aggregate offering price, enter ``457(o)''. You may omit from 
any such row the Amount Registered and the Proposed Maximum Offering 
Price Per Unit.
    e. Other.
    If relying on a rule other than Rule 457(a) or (o), enter 
``Other''.
    iii. Other Tabular Information.
    Provide the following information in the table for each unique 
combination of security type and title of each class of securities to 
be registered as applicable:
    a. The security type of the class of securities to be registered;
    b. The title of the class of securities to be registered;
    c. The amount of securities being registered expressed in terms of 
the number of securities, proposed maximum offering price per unit and 
resulting proposed maximum aggregate offering price, or, if the related 
filing fee is calculated in reliance on Rule 457(o), the proposed 
maximum aggregate offering price;
    d. The fee rate; and
    e. The registration fee.
    iv. Pre-Effective Amendments.
    If a pre-effective amendment is filed 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, a registrant that did not 
rely on Rule 457(o) to calculate the filing fee due for the initial 
filing or latest pre-effective amendment to such filing may recalculate 
the total filing fee due for the registration statement in its entirety 
and claim an offset pursuant to Rule 457(b) in the amount of the filing 
fee previously paid in connection with the registration statement. This 
recalculation procedure is not available, however, if a pre-effective 
amendment is filed only to increase the amount of securities of one or 
more registered classes or add one or more new classes. A pre-effective 
amendment that uses this recalculation procedure must include the 
revised offering amounts as securities to be registered for which 
filing fees have not already been paid in connection with the initial 
filing of this form or a pre-effective amendment for purposes of Table 
1. If you use this recalculation procedure, separately disclose that 
you are using it and expressly reference this Instruction 2.A.iv.
    B. Totals.
    i. Total Offering Amounts.
    Provide the maximum aggregate offering price and the aggregate 
registration fee for the newly registered securities.
    ii. Total Fees Previously Paid.
    Provide the aggregate of registration fees previously paid for the 
newly registered securities.
    iii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    iv. Net Fee Due
    Provide the difference between (a) the aggregate registration fee 
for the newly registered securities from the Total Offering Amounts 
row; and (b) the sum of (i) the aggregate of registration fees 
previously paid for the newly registered securities from the Total Fees 
Previously Paid row; and (ii) the aggregate fee offsets claimed from 
the Total Fee Offsets row.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act (Sec.  230.424 of this chapter), in all cases that was accompanied 
by a contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instructions 3.B.ii and 3.C.ii require a filer that claims a 
fee offset under Rule 457(b) or (p) under the Securities Act (Sec.  
230.457(b) or (p) of this chapter) or Rule 0-11(a)(2) under the 
Exchange Act (Sec.  240.0-11(a)(2) of this chapter) to identify 
previous submissions with contemporaneous fee payments that are the 
original source to which the fee offsets claimed on this filing can be 
traced. See Instruction 3.D for an example.
    B. Rules 457(b) and 0-11(a)(2).

[[Page 70243]]

    If relying on Rule 457(b) under the Securities Act (Sec.  
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act 
(Sec.  240.0-11(a)(2) of this chapter) to offset some or all of the 
filing fee due on this registration statement by amounts paid in 
connection with earlier filings (other than this Form F-10) unless 
pursuant to Instruction 2.A.iv) relating to the same transaction, 
provide the following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement or 
Exchange Act document relating to the same transaction from which a fee 
offset is being claimed, provide the information that Table 2 requires 
under the heading ``Rules 457(b) and 0-11(a)(2)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement, 
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(b) or 
Rule 0-11(a)(2), identify those submissions with contemporaneous fee 
payments that are the original source to which those amounts can be 
traced. For each submission identified, provide the information that 
Table 2 requires under the heading ``Rules 457(b) and 0-11(a)(2)'' for 
the line item ``Fee Offset Sources. The ``Fee Paid with Fee Offset 
Source'' column requires the dollar amount of the contemporaneous fee 
payment made with respect to each identified submission that is the 
source of the fee offset claimed pursuant to Rule 457(b) or 0-11(a)(2).
    C. Rule 457(p).
    If relying on Rule 457(p) under the Securities Act (Sec.  
230.457(p) of this chapter) to offset some or all of the filing fee due 
on this registration statement with the filing fee previously paid for 
unsold securities under an earlier filed registration statement, 
provide the following information:
    i. Fee Offset Claims.
    For each such earlier filed registration statement from which the 
registrant is claiming a filing fee offset, provide the information 
Table 2 requires under the heading ``Rule 457(p)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Notes to Instruction 3.C.i.
    1. Provide a statement that the registrant has either withdrawn 
each prior registration statement or has terminated or completed any 
offering that included the unsold securities under the prior 
registration statements.
    2. If you were not the registrant under the earlier registration 
statements, entering information under the heading ``Rule 457(p)'' 
pursuant to Instruction 3.C.i affirms that you are that registrant's 
successor, majority-owned subsidiary, or parent owning more than 50% of 
the registrant's outstanding voting securities eligible to claim a 
filing fee offset. See the definitions of ``successor'' and ``majority-
owned subsidiary'' in Rule 405 under the Securities Act (Sec.  230.405 
of this chapter).
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(p), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information Table 2 requires under 
the heading ``Rule 457(p)'' for the line item ``Fee Offset Sources''. 
The ``Fee Paid with Fee Offset Source'' column requires the dollar 
amount of the contemporaneous fee payment made with respect to each 
identified submission that is the source of the fee offset claimed 
pursuant to Rule 457(p).
    D. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form S-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form S-1 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form S-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form S-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement on Form S-1 
(assigned file number 333-123478) on 1/15/20X7 with a fee payment of 
$15,000 and relies on Rule 457(p) to claim an offset of $30,000 related 
to the unsold securities registered on the most recently effective Form 
S-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing 
fee due.
    For the registration statement on Form S-1 with file number 333-
123478 filed on 1/15/20X7, the filer can satisfy the submission 
identification requirement when it claims the $30,000 fee offset from 
the Form S-1 (333-123467) filed on 1/15/20X4 by referencing any 
combination of the Form S-1 (333-123467) filed on 1/15/20X4, the pre-
effective amendment to the Form S-1 (333-123456) filed on 2/15/20X1 or 
the initial filing of the Form S-1 (333-123456) on 1/15/20X1 in 
relation to which contemporaneous fee payments were made equal to 
$30,000. One example could be:
     The Form S-1 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456) 
filed on 2/15/20X1 in relation to the payment of $5,000 out of the 
payment of $15,000 made with that submission (it would not matter if 
the filer cited to this pre-effective amendment and/or the initial 
submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form S-1 (333-
123467) filed on 1/15/20X4 because even though the offset claimed and 
available from that filing was $30,000, the contemporaneous fee payment 
made with that filing ($25,000) was less than the offset being claimed. 
As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee payment(s) of 
$5,000 as the original source(s) to which the rest of the claimed 
offset can be traced.
    4. Table 3: Combined Prospectuses.
    If this Form includes a combined prospectus pursuant to Rule 429 
under the Securities Act of 1933 (Sec.  230.429 of this chapter), 
provide the information that Table 3 requires for each earlier 
effective registration statement that registered securities that may be 
offered and sold using the combined prospectus. Include a separate row 
for each unique combination of security type and title of each class of 
those securities. The amount of securities previously registered that 
may be offered and sold using the combined prospectus must be expressed 
in terms of the number of securities (under column heading ``Amount of 
Securities Previously Registered''), or, if the related filing fee was 
calculated in reliance on Rule 457(o), must be expressed in terms of 
the maximum aggregate offering price (under column

[[Page 70244]]

heading ``Maximum Aggregate Offering Price of Securities Previously 
Registered'')''.
    Note to Instruction 4.
    Table 1 should not include the securities registered on an earlier 
effective registration statement that may be offered and sold using the 
combined prospectus under Rule 429.
* * * * *

0
27. Amend Form SF-1 (referenced in Sec.  239.44) by:
0
a. Removing the ``Calculation of Registration Fee'' table and the note 
that immediately follows it;
0
b. Revising ``III. Registration of Additional Securities'' under the 
General Instructions; and
0
c. Revising Item 14.
    The revisions read as follows:

    Note:  The text of Form SF-1 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

United States Securities and Exchange Commission

Washington, DC 20549

Form SF-1

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

III. Registration of Additional Securities

    With respect to the registration of additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, the 
registrant may file a registration statement consisting only of the 
following: The facing page; a statement that the contents of the 
earlier registration statement, identified by file number and CIK 
number of the issuer, are incorporated by reference; required opinions, 
consents, and filing fee-related information; the signature page; and 
any price-related information omitted from the earlier registration 
statement in reliance on Rule 430A that the registrant chooses to 
include in the new registration statement. The information contained in 
such a Rule 462(b) registration statement shall be deemed to be a part 
of the earlier registration statement as of the date of effectiveness 
of the Rule 462(b) registration statement. Any opinion or consent 
required in the Rule 462(b) registration statement may be incorporated 
by reference from the earlier registration statement with respect to 
the offering, if: (i) Such opinion or consent expressly provides for 
such incorporation; and (ii) such opinion relates to the securities 
registered pursuant to Rule 462(b). See Rule 439(b) under the 
Securities Act [17 CFR 230.439(b)].
* * * * *

PART II--INFORMATION NOT REQUIRED IN PROSPECTUS

* * * * *

Item 14. Exhibits.

    (a) Subject to the rules regarding incorporation by reference, file 
the exhibits required by Item 601 of Regulation S-K (17 CFR 229.601).
    (b) File the following information, in substantially the tabular 
form indicated, as to each type and class of securities being 
registered in the manner required by Item 601(b)(107) of Regulation S-
K.

Calculation of Filing Fee Tables

-----------------------------------------------------------------------

(Form Type)

-----------------------------------------------------------------------

(Exact Name of Registrant as Specified in its Charter)

                                                          Table 1--Newly Registered Securities
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              Proposed
                                                                          Security      Fee                    maximum     Maximum            Amount of
                                                               Security    class    calculation    Amount     offering    aggregate   Fee   registration
                                                                 type      title        rule     registered   price per   offering    rate       fee
                                                                                                                unit        price
--------------------------------------------------------------------------------------------------------------------------------------------------------
Fees to Be Paid.............................................         X          X            X           X           X           X      X             X
--------------------------------------------------------------------------------------------------------------------------------------------------------
Fees Previously Paid........................................         X          X            X           X           X           X                    X
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                          Total Offering Amounts                                 X                    X
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                        Total Fees Previously Paid                                                    X
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                            Total Fee Offsets                                                         X
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                               Net Fee Due                                                            X
--------------------------------------------------------------------------------------------------------------------------------------------------------


                                                                             Table 2--Fee Offset Claims and Sources
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                          Unsold
                                                                                                                               Security      Security       Unsold       aggregate
                                                                                                                                 type          title      securities     offering      Fee paid
                                                        Registrant    Form or     File     Initial    Filing    Fee offset    associated    associated    associated      amount       with fee
                                                         or filer     filing     number     filing     date       claimed      with fee      with fee      with fee     associated      offset
                                                           name        type                  date                               offset        offset        offset       with fee       source
                                                                                                                                claimed       claimed       claimed       offset
                                                                                                                                                                          claimed
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                          Rules 457(b)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................                      X          X          X                       X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                           Rule 457(p)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................            X         X          X          X                       X             X             X             X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


[[Page 70245]]


                                                             Table 3--Combined Prospectuses
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                             Maximum aggregate offering
    Security type        Security class         Amount of securities       price of securities previously    Form type     File number       Initial
                             title              previously registered                registered                                           effective date
--------------------------------------------------------------------------------------------------------------------------------------------------------
                X                    X                               X                               X             X               X                X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Security Types.
    i. For securities that are initially being registered, choose a 
security type permitted to be registered on this form from the 
following list of security types to respond to the applicable table 
requirement:
    a. Asset-Backed Securities;
    b. Debt;
    c. Debt Convertible into Equity;
    d. Equity;
    e. Exchange-Traded Vehicle Securities;
    f. Face Amount Certificates;
    g. Limited Partnership Interests;
    h. Mortgage Backed Securities;
    i. Non-Convertible Debt;
    j. Other; and
    k. Unallocated (Universal) Shelf.
    ii. When a table requires both security type and title of each 
class of securities, choose a security type from the list in 
Instruction 1.B.i and provide this information for each unique 
combination of security type and title of each class of securities. For 
example, it would be appropriate to provide the following on separate 
lines of Table 1:

Equity--Class A Preferred Shares
Equity--Class B Preferred Shares

    C. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    D. Explanations.
    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to the provisions of Rule 457 (Sec.  230.457 of this 
chapter) and any other rule being relied upon. All disclosure these 
Instructions require that is not specifically required to be presented 
in tabular format must appear in narrative format immediately after the 
table(s) to which it corresponds.
    2. Table 1: Newly Registered Securities Table and Related 
Disclosure.
    A. Newly Registered Securities.
    For securities that are initially being registered on this form, 
provide the following information.
    i. Fees to Be Paid and Fees Previously Paid.
    a. Fees to Be Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees to Be Paid'' for 
securities to be registered for which filing fees have not already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    b. Fees Previously Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees Previously Paid'' for 
securities to be registered for which filing fees have already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    ii. Fee Calculation Rules.
    a. Rule 457(a).
    For a fee calculated as specified in Rule 457(a) (Sec.  230.457(a) 
of this chapter), enter ``457(a)''.
    b. Rule 457(o).
    If relying on Rule 457(o) under the Securities Act (Sec.  
230.457(o) of this chapter) to register securities on this Form by 
maximum aggregate offering price, enter ``457(o)''. You may omit from 
any such row the Amount Registered and the Proposed Maximum Offering 
Price Per Unit.
    c. Other.
    If relying on a rule other than Rule 457(a) or (o), enter 
``Other''.
    iii. Other Tabular Information.
    Provide the following information in the table for each unique 
combination of security type and title of each class of securities to 
be registered as applicable:
    a. The security type of the class of securities to be registered;
    b. The title of the class of securities to be registered;
    c. The amount of securities being registered expressed in terms of 
the number of securities, proposed maximum offering price per unit and 
resulting proposed maximum aggregate offering price, or, if the related 
filing fee is calculated in reliance on Rule 457(o), the proposed 
maximum aggregate offering price;
    d. The fee rate; and
    e. The registration fee.
    iv. Pre-Effective Amendments.
    If a pre-effective amendment is filed 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, a registrant that did not 
rely on Rule 457(o) to calculate the filing fee due for the initial 
filing or latest pre-effective amendment to such filing may recalculate 
the total filing fee due for the registration statement in its entirety 
and claim an offset pursuant to Rule 457(b) in the amount of the filing 
fee previously paid in connection with the registration statement. This 
recalculation procedure is not available, however, if a pre-effective 
amendment is filed only to increase the amount of securities of one or 
more registered classes or add one or more new classes. A pre-effective 
amendment that uses this recalculation procedure must include the 
revised offering amounts as securities to be registered for which 
filing fees have not already been paid in connection with the initial 
filing of this form or a pre-effective amendment for purposes of Table 
1. If you use this recalculation procedure, separately disclose that 
you are using it and expressly reference this Instruction 2.A.iv.
    B. Totals.
    i. Total Offering Amounts.
    Provide the sum of the maximum aggregate offering price for the 
newly registered securities and the aggregate registration fee for the 
newly registered securities.
    ii. Total Fees Previously Paid.
    Provide the aggregate of registration fees previously paid for the 
newly registered securities.
    iii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    iv. Net Fee Due.
    Provide the difference between (a) the aggregate registration fee 
for the newly registered securities from the Total Offering Amounts 
row; and (b) the sum of (i) the aggregate of registration fees 
previously paid for the newly registered securities from the Total Fees 
Previously Paid row; and (ii) the aggregate fee offsets claimed from 
the Total Fee Offsets row.

[[Page 70246]]

    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act (Sec.  230.424 of this chapter), in all cases that was accompanied 
by a contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instructions 3.B.ii and 3.C.ii require a filer that claims a 
fee offset under Rule 457(b) or (p) under the Securities Act (Sec.  
230.457(b) or (p) of this chapter) to identify previous submissions 
with contemporaneous fee payments that are the original source to which 
the fee offsets claimed on this filing can be traced. See Instruction 
3.D for an example.
    B. Rule 457(b).
    If relying on Rule 457(b) under the Securities Act (Sec.  
230.457(b) of this chapter) to offset some or all of the filing fee due 
on this registration statement by amounts paid in connection with 
earlier filings (other than this Form SF-1 unless pursuant to 
Instruction 2.A.iv) relating to the same transaction, provide the 
following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement 
relating to the same transaction from which a fee offset is being 
claimed, provide the information that Table 2 requires under the 
heading ``Rule 457(b)'' for the line item ``Fee Offset Claims''. The 
``Fee Offset Claimed'' column requires the dollar amount of the 
previously paid filing fee to be offset against the currently due fee.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement, 
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(b), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information that Table 2 requires 
under the heading ``Rule 457(b)'' for the line item ``Fee Offset 
Sources''. The ``Fee Paid with Fee Offset Source'' column requires the 
dollar amount of the contemporaneous fee payment made with respect to 
each identified submission that is the source of the fee offset claimed 
pursuant to Rule 457(b).
    C. Rule 457(p).
    If relying on Rule 457(p) under the Securities Act (Sec.  
230.457(p) of this chapter) to offset some or all of the filing fee due 
on this registration statement with the filing fee previously paid for 
unsold securities under an earlier filed registration statement, 
provide the following information:
    i. Fee Offset Claims.
    For each such earlier filed registration statement from which the 
registrant is claiming a filing fee offset, provide the information 
Table 2 requires under the heading ``Rule 457(p)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Notes to Instruction 3.C.i.
    1. Provide a statement that the registrant has either withdrawn 
each prior registration statement or has terminated or completed any 
offering that included the unsold securities under the prior 
registration statements.
    2. If you were not the registrant under the earlier registration 
statements, entering information under the heading ``Rule 457(p)'' 
pursuant to Instruction 3.C.i affirms that you are that registrant's 
successor, majority-owned subsidiary, parent owning more than 50% of 
the registrant's outstanding voting securities, or other registrant 
eligible to claim a filing fee offset. See the definitions of 
``successor'' and ``majority-owned subsidiary'' in Rule 405 under the 
Securities Act (Sec.  230.405 of this chapter).
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(p), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information Table 2 requires under 
the heading ``Rule 457(p)'' for the line item ``Fee Offset Sources''. 
The ``Fee Paid with Fee Offset Source'' column requires the dollar 
amount of the contemporaneous fee payment made with respect to each 
identified submission that is the source of the fee offset claimed 
pursuant to Rule 457(p).
    D. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form S-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form S-1 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form S-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form S-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement on Form S-1 
(assigned file number 333-123478) on 1/15/20X7 with a fee payment of 
$15,000 and relies on Rule 457(p) to claim an offset of $30,000 related 
to the unsold securities registered on the most recently effective Form 
S-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing 
fee due.
    For the registration statement on Form S-1 with file number 333-
123478 filed on 1/15/20X7, the filer can satisfy the submission 
identification requirement when it claims the $30,000 fee offset from 
the Form S-1 (333-123467) filed on 1/15/20X4 by referencing any 
combination of the Form S-1 (333-123467) filed on 1/15/20X4, the pre-
effective amendment to the filing of the Form S-1 (333-123456) on 2/15/
20X1 or the initial filing of the Form S-1 (333-123456) on 1/15/20X1 in 
relation to which contemporaneous fee payments were made equal to 
$30,000. One example could be:
     The Form S-1 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456) 
filed on 2/15/20X1 in relation to the payment of $5,000 out of the 
payment of $15,000 made with that submission (it would not matter if 
the filer cited to this pre-effective amendment and/or the initial 
submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form S-1 (333-
123467) filed on 1/15/20X4 because even though the offset claimed and 
available from that filing was $30,000, the contemporaneous fee payment 
made with that filing ($25,000) was less than the offset being claimed. 
As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee

[[Page 70247]]

payment(s) of $5,000 as the original source(s) to which the rest of the 
claimed offset can be traced.
    4. Table 3: Combined Prospectuses.
    If this Form includes a combined prospectus pursuant to Rule 429 
under the Securities Act of 1933 (Sec.  230.429 of this chapter), 
provide the information that Table 3 requires for each earlier 
effective registration statement that registered securities that may be 
offered and sold using the combined prospectus. Include a separate row 
for each unique combination of security type and title of each class of 
those securities. The amount of securities previously registered that 
may be offered and sold using the combined prospectus, must be 
expressed in terms of the number of securities (under column heading 
``Amount of Securities Previously Registered''), or, if the related 
filing fee was calculated in reliance on Rule 457(o), must be expressed 
in terms of the maximum aggregate offering price (under column heading 
``Maximum Aggregate Offering Price of Securities Previously 
Registered'')''.
    Note to Instruction 4.
    Table 1 should not include the securities registered on an earlier 
effective registration statement that may be offered and sold using the 
combined prospectus under Rule 429.
* * * * *

0
28. Amend Form SF-3 (referenced in Sec.  239.45) by:
0
a. Removing the ``Calculation of Registration Fee'' table and the 
``Notes to the `Calculation of Registration Fee' Table'';
0
b. Removing and reserving paragraph C. of ``II. Application of General 
Rules and Regulations'' under the General Instructions;
0
c. Revising paragraph D of ``II. Application of General Rules and 
Regulations'' under the General Instructions;
0
d. Revising ``III. Registration of Additional Securities Pursuant to 
Rule 462(b)'' under the General Instructions; and
0
e. Revising Item 14.
    The revisions read as follows:

    Note:  The text of Form SF-3 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

United States Securities and Exchange Commission

Washington, DC 20549

Form SF-3

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

II. Application of General Rules and Regulations

* * * * *
    C. [Reserved]
    D. Information is only required to be furnished as of the date of 
initial effectiveness of the registration statement to the extent 
required by Rule 430D. Required information about a specific 
transaction must be included in the prospectus in the registration 
statement by means of a prospectus that is deemed to be part of and 
included in the registration statement pursuant to Rule 430D, a post-
effective amendment to the registration statement, or a periodic or 
current report under the Exchange Act incorporated by reference into 
the registration statement and the prospectus and identified in a 
prospectus filed, as required by Rule 430D, pursuant to Rule 424(h) or 
Rule 424(b) (Sec.  230.424(h) or Sec.  230.424(b) of this chapter), 
provided, however, that information specified by Item 14(b) of this 
Form or Rule 424(g) (Sec.  230.424(g) of this chapter) shall be placed 
in an exhibit to one of these documents other than a periodic or 
current report under the Exchange Act incorporated by reference into 
the registration statement. Each post-effective amendment or final 
prospectus filed pursuant to Rule 424(b), in either case filed to 
provide required information about a specific transaction, must include 
in the exhibit required by Item 14(b) of this Form or Rule 424(g) 
(Sec.  230.424(g) of this chapter), respectively, 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 such exhibit that it is a final prospectus 
for the related offering.

III. Registration of Additional Securities Pursuant to Rule 462(b)

    With respect to the registration of additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, the 
registrant may file a registration statement consisting only of the 
following: The facing page; a statement that the contents of the 
earlier registration statement, identified by file number, are 
incorporated by reference; required opinions, consents, and filing fee-
related information; the signature page; and any price-related 
information omitted from the earlier registration statement in reliance 
on Rule 430A that the registrant chooses to include in the new 
registration statement. The information contained in such a Rule 462(b) 
registration statement shall be deemed to be a part of the earlier 
registration statement as of the date of effectiveness of the Rule 
462(b) registration statement. Any opinion or consent required in the 
Rule 462(b) registration statement may be incorporated by reference 
from the earlier registration statement with respect to the offering, 
if: (i) Such opinion or consent expressly provides for such 
incorporation; and (ii) such opinion relates to the securities 
registered pursuant to Rule 462(b). See Rule 439(b) under the 
Securities Act [17 CFR 230.439(b)].
* * * * *

PART II--INFORMATION NOT REQUIRED IN PROSPECTUS

* * * * *

Item 14. Exhibits.

    (a) Subject to the rules regarding incorporation by reference, file 
the exhibits required by Item 601 of Regulation S-K (17 CFR 229.601).
    (b) File the following information, in substantially the tabular 
form indicated, as to each type and class of securities being 
registered in the manner required by Item 601(b)(107) of Regulation S-
K, provided, however that if this is an exhibit to a post-effective 
amendment and the only disclosure presented is pursuant to General 
Instruction II.D of this Form and instruction 1.D below, the disclosure 
may be in solely narrative rather than substantially tabular form.

Calculation of Filing Fee Tables

-----------------------------------------------------------------------

(Form Type)

-----------------------------------------------------------------------

(Exact Name of Registrant as Specified in its Charter)

[[Page 70248]]



                                                                     Table 1--Newly Registered and Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                      Filing fee
                                                                                                                                                                                      previously
                                                                                   Fee                   Proposed                                                           Carry      paid in
                                                                     Security  calculation                maximum     Maximum            Amount of     Carry     Carry     forward    connection
                                                          Security    class      or carry     Amount     offering    aggregate   Fee   registration   forward   forward    initial   with unsold
                                                            type      title      forward    registered   price per   offering    rate       fee        form      file     effective   securities
                                                                                   rule                    unit        price                           type     number      date        to be
                                                                                                                                                                                       carried
                                                                                                                                                                                       forward
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Newly Registered Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees to Be Paid........................................         X          X            X           X           X           X      X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees Previously Paid...................................         X          X            X           X           X           X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                    Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Carry Forward Securities...............................         X          X            X           X                       X                              X         X           X            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                     Total Offering Amounts                                 X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                   Total Fees Previously Paid                                                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                       Total Fee Offsets                                                         X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                          Net Fee Due                                                            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                                             Table 2--Fee Offset Claims and Sources
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                          Unsold
                                                                                                                               Security      Security       Unsold       aggregate
                                                                                                                                 type          title      securities     offering      Fee paid
                                                        Registrant    Form or     File     Initial    Filing    Fee offset    associated    associated    associated      amount       with fee
                                                         or filer     filing     number     filing     date       claimed      with fee      with fee      with fee     associated      offset
                                                           name        type                  date                               offset        offset        offset       with fee       source
                                                                                                                                claimed       claimed       claimed       offset
                                                                                                                                                                          claimed
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                          Rules 457(b)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................                      X          X          X                       X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                           Rule 457(p)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................            X         X          X          X                       X             X             X             X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                             Table 3--Combined Prospectuses
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                             Maximum aggregate offering
    Security type        Security class         Amount of securities       price of securities previously    Form type     File number       Initial
                             title              previously registered                registered                                           effective date
--------------------------------------------------------------------------------------------------------------------------------------------------------
                X                    X                               X                               X             X               X                X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Security Types.
    i. For securities that are being initially registered, choose a 
security type permitted to be registered on this form from the 
following list of security types to respond to the applicable table 
requirement:
    a. Asset-Backed Securities;
    b. Debt;
    c. Debt Convertible into Equity;
    d. Equity;
    e. Exchange-Traded Vehicle Securities;
    f. Face Amount Certificates;
    g. Limited Partnership Interests;
    h. Mortgage Backed Securities;
    i. Non-Convertible Debt;
    j. Other; and
    k. Unallocated (Universal) Shelf.
    ii. When a table requires both security type and title of each 
class of securities, choose a security type from the list in 
Instruction 1.B.i and provide this information for each unique 
combination of security type and title of each class of securities. For 
example, it would be appropriate to provide the following on separate 
lines of Table 1:

Equity--Class A Preferred Shares
Equity--Class B Preferred Shares

    C. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    D. Maximum Aggregate Amounts and Offering Prices in Connection with 
Post-Effective Amendments.
    If required by General Instruction II.D of this Form, provide in 
narrative format the maximum aggregate amount or maximum aggregate 
offering price of the securities to which the post-effective amendment 
relates. With respect to final

[[Page 70249]]

prospectuses, see Rule 424(g)(2) (Sec.  230.424(g)(2) of this chapter).
    E. Explanations.
    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to the provisions of Rule 457 (Sec.  230.457 of this 
chapter) and any other rule being relied upon. All disclosure these 
Instructions require that is not specifically required to be presented 
in tabular format must appear in narrative format immediately after the 
table(s) to which it corresponds except the narrative disclosure 
referenced in Instruction 1.D must appear directly beneath the heading 
of this exhibit if the exhibit does not otherwise require a table.
    2. Table 1: Newly Registered and Carry Forward Securities Table and 
Related Disclosure.
    A. Newly Registered Securities.
    For securities that are initially being registered on this form, 
provide the following information.
    i. Fees to Be Paid and Fees Previously Paid
    a. Fees to Be Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees to Be Paid'' for 
securities to be registered for which filing fees have not already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    b. Fees Previously Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees Previously Paid'' for 
securities to be registered for which filing fees have already been 
paid in connection with the initial filing of this form or a pre-
effective amendment.
    ii. Fee Calculation or Carry Forward Rules.
    a. Rule 457(a).
    For a fee calculated as specified in Rule 457(a) (Sec.  230.457(a) 
of this chapter), enter ``457(a)''.
    b. Rule 457(o).
    If relying on Rule 457(o) under the Securities Act (Sec.  
230.457(o) of this chapter) to register securities on this Form by 
maximum aggregate offering price, enter ``457(o)''. You may omit from 
any such row the Amount Registered and the Proposed Maximum Offering 
Price Per Unit.
    c. Rule 457(s).
    If relying on Rule 456(c) and Rule 457(s) under the Securities Act 
(Sec. Sec.  230.456(c) and 230.457(s) of this chapter) to defer a fee, 
enter ``457(s)'' and see Instruction 2.A.iii.b.
    d. Other.
    If relying on a rule other than Rule 457(a), (o), or (s), enter 
``Other''.
    iii. Other Tabular Information.
    a. Provide the following information in the table for each unique 
combination of security type and title of each class of securities to 
be registered as applicable except as otherwise provided by Instruction 
2.A.iii.b:
    1. The security type of the class of securities to be registered;
    2. The title of the class of securities to be registered;
    3. The amount of securities being registered expressed in terms of 
the number of securities, proposed maximum offering price per unit and 
resulting proposed maximum aggregate offering price, or, if the related 
filing fee is calculated in reliance on Rule 457(o), the proposed 
maximum aggregate offering price;
    4. The fee rate; and
    5. The registration fee.
    b. Where securities are being registered on this Form SF-3, Rule 
456(c) under the Securities Act (Sec.  230.456(c) of this chapter) 
permits, but does not require, the registrant to pay the registration 
fee on a pay-as-you-go basis, and Rule 457(s) under the Securities Act 
(Sec.  230.457(s) of this chapter) permits, but does not require, the 
registration fee to be calculated on the basis of the aggregate 
offering price of the securities to be offered in an offering or 
offerings off the registration statement. If a registrant elects to pay 
all or a portion of the registration fee on a deferred basis, Table 1 
must cite Rule 457(s), as required by Instruction 2.A.ii.c, and 
identify the classes of securities being registered, in tandem with 
their respective security types, and the registrant must state, in 
response to this instruction, that it elects to rely on Securities Act 
Rules 456(c) and 457(s), but Table 1 does not need to specify any other 
information with respect to those classes of securities. When the 
issuer amends Table 1 in accordance with Rule 456(c)(1)(ii) (Sec.  
230.456(c)(1)(ii) of this chapter), the amended Table 1 must include 
either the dollar amount of securities being registered if paid in 
advance of or in connection with an offering or offerings or the 
aggregate offering price for all classes of securities referenced in 
the offerings and the applicable registration fee.
    iv. Pre-Effective Amendments.
    If a pre-effective amendment is filed 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, a registrant that did not 
rely on Rule 457(o) to calculate the filing fee due for the initial 
filing or latest pre-effective amendment to such filing may recalculate 
the total filing fee due for the registration statement in its entirety 
and claim an offset pursuant to Rule 457(b) in the amount of the filing 
fee previously paid in connection with the registration statement. This 
recalculation procedure is not available, however, if a pre-effective 
amendment is filed only to increase the amount of securities of one or 
more registered classes or add one or more new classes. A pre-effective 
amendment that uses this recalculation procedure must include the 
revised offering amounts as securities to be registered for which 
filing fees have not already been paid in connection with the initial 
filing of this form or a pre-effective amendment for purposes of Table 
1. If you use this recalculation procedure, separately disclose that 
you are using it and expressly reference this Instruction 2.A.iv.
    B. Carry Forward Securities.
    If relying on Rule 415(a)(6) under the Securities Act (Sec.  
230.415(a)(6) of this chapter) to carry forward to this registration 
statement unsold securities from an earlier registration statement, 
enter ``415(a)(6)'' in the table and provide, in a separate row for 
each registration statement from which securities are to be carried 
forward, and for each unique combination of security type and title of 
each class of securities to be carried forward, the following 
information:
    i. The security type of the class of securities to be carried 
forward;
    ii. The title of the class of securities to be carried forward;
    iii. The amount of securities being carried forward expressed in 
terms of the number of securities (under the column heading ``Amount 
Registered'') and the amount of the maximum aggregate offering price, 
as specified in the fee table of the earlier filing, associated with 
those securities (under the column heading ``Maximum Aggregate Offering 
Price'') or, if the related filing fee was calculated in reliance on 
Rule 457(o), the amount of securities carried forward expressed in 
terms of the maximum aggregate offering price (under the column heading 
``Maximum Aggregate Offering Price'');
    iv. The form type, file number, and initial effective date of the 
earlier registration statement from which the securities are to be 
carried forward; and
    v. The filing fee previously paid in connection with the 
registration of the securities to be carried forward.
    C. Totals.

[[Page 70250]]

    i. Total Offering Amounts.
    Provide the sum of the maximum aggregate offering price for both 
the newly registered and carry forward securities and the aggregate 
registration fee for the newly registered securities.
    ii. Total Fees Previously Paid.
    Provide the aggregate of registration fees previously paid for the 
newly registered securities.
    iii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    iv. Net Fee Due.
    Provide the difference between (a) the aggregate registration fee 
for the newly registered securities from the Total Offering Amounts 
row; and (b) the sum of (i) the aggregate of registration fees 
previously paid for the newly registered securities from the Total Fees 
Previously Paid row; and (ii) the aggregate fee offsets claimed from 
the Total Fee Offsets row.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act (Sec.  230.424 of this chapter), in all cases that was accompanied 
by a contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instructions 3.B.ii and 3.C.ii require a filer that claims a 
fee offset under Rule 457(b) or (p) under the Securities Act (Sec.  
230.457(b) or (p) of this chapter) to identify previous submissions 
with contemporaneous fee payments that are the original source to which 
the fee offsets claimed on this filing can be traced. See Instruction 
3.D for an example.
    B. Rule 457(b).
    If relying on Rule 457(b) under the Securities Act (Sec.  
230.457(b) of this chapter) to offset some or all of the filing fee due 
on this registration statement by amounts paid in connection with 
earlier filings (other than this Form SF-3 unless pursuant to 
Instruction 2.A.iv) relating to the same transaction, provide the 
following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement 
relating to the same transaction from which a fee offset is being 
claimed, provide the information that Table 2 requires under the 
heading ``Rule 457(b)'' for the line item ``Fee Offset Claims''. The 
``Fee Offset Claimed'' column requires the dollar amount of the 
previously paid filing fee to be offset against the currently due fee.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement, 
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(b), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information that Table 2 requires 
under the heading ``Rule 457(b)'' for the line item ``Fee Offset 
Sources''. The ``Fee Paid with Fee Offset Source'' column requires the 
dollar amount of the contemporaneous fee payment made with respect to 
each identified submission that is the source of the fee offset claimed 
pursuant to Rule 457(b).
    C. Rule 457(p).
    If relying on Rule 457(p) under the Securities Act (Sec.  
230.457(p) of this chapter) to offset some or all of the filing fee due 
on this registration statement with the filing fee previously paid for 
unsold securities under an earlier filed registration statement, 
provide the following information:
    i. Fee Offset Claims.
    For each such earlier filed registration statement from which the 
registrant is claiming a filing fee offset, provide the information 
Table 2 requires under the heading ``Rule 457(p)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Notes to Instruction 3.C.i.
    1. Provide a statement that the registrant has either withdrawn 
each prior registration statement or has terminated or completed any 
offering that included the unsold securities under the prior 
registration statements.
    2. If you were not the registrant under the earlier registration 
statements, entering information under the heading ``Rule 457(p)'' 
pursuant to Instruction 3.C.i affirms that you are that registrant's 
successor, majority-owned subsidiary, parent owning more than 50% of 
the registrant's outstanding voting securities, or other registrant 
eligible to claim a filing fee offset. See the definitions of 
``successor'' and ``majority-owned subsidiary'' in Rule 405 under the 
Securities Act (Sec.  230.405 of this chapter).
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(p), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information Table 2 requires under 
the heading ``Rule 457(p)'' for the line item ``Fee Offset Sources''. 
The ``Fee Paid with Fee Offset Source'' column requires the dollar 
amount of the contemporaneous fee payment made with respect to each 
identified submission that is the source of the fee offset claimed 
pursuant to Rule 457(p).
    D. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form S-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form S-1 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form S-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form S-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement on Form S-1 
(assigned file number 333-123478) on 1/15/20X7 with a fee payment of 
$15,000 and relies on Rule 457(p) to claim an offset of $30,000 related 
to the unsold securities registered on the most recently effective Form 
S-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing 
fee due.
    For the registration statement on Form S-1 with file number 333-
123478 filed on 1/15/20X7, the filer can satisfy the submission 
identification requirement when it claims the $30,000 fee offset from 
the Form S-1 (333-123467) filed on 1/15/20X4 by referencing any 
combination of the Form S-1 (333-123467) filed on 1/15/20X4, the pre-
effective amendment to the Form S-1 (333-123456) filed on 2/15/20X1 or 
the initial filing of the Form S-1 (333-123456) on 1/15/20X1 in 
relation to which contemporaneous fee payments were made equal to 
$30,000.
    One example could be:
     The Form S-1 (333-123467) filed on 1/15/20X4 in relation 
to the payment

[[Page 70251]]

of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456) 
filed on 2/15/20X1 in relation to the payment of $5,000 out of the 
payment of $15,000 made with that submission (it would not matter if 
the filer cited to this pre-effective amendment and/or the initial 
submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form S-1 (333-
123467) filed on 1/15/20X4 because even though the offset claimed and 
available from that filing was $30,000, the contemporaneous fee payment 
made with that filing ($25,000) was less than the offset being claimed. 
As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee payment(s) of 
$5,000 as the original source(s) to which the rest of the claimed 
offset can be traced.
    4. Table 3: Combined Prospectuses.
    If this Form includes a combined prospectus pursuant to Rule 429 
under the Securities Act of 1933 (Sec.  230.429 of this chapter), 
provide the information that Table 3 requires for each earlier 
effective registration statement that registered securities that may be 
offered and sold using the combined prospectus. Include a separate row 
for each unique combination of security type and title of each class of 
those securities. The amount of securities previously registered that 
may be offered and sold using the combined prospectus, must be 
expressed in terms of the number of securities (under column heading 
``Amount of Securities Previously Registered''), or, if the related 
filing fee was calculated in reliance on Rule 457(o), must be expressed 
in terms of the maximum aggregate offering price (under column heading 
``Maximum Aggregate Offering Price of Securities Previously 
Registered'').
    Note to Instruction 4.
    Table 1 should not include the securities registered on an earlier 
effective registration statement that may be offered and sold using the 
combined prospectus under Rule 429.
* * * * *

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

0
29. The general authority citation for part 240 continues to read as 
follows:

    Authority:  15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f, 
78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4, 
78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78dd, 78ll, 78mm, 
80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, and 7201 et 
seq., and 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 
1350; Pub. L. 111-203, 939A, 124 Stat. 1376 (2010); and Pub. L. 112-
106, sec. 503 and 602, 126 Stat. 326 (2012), unless otherwise noted.
* * * * *

0
30. Effective May 31, 2022, revise Sec.  240.0-9 to read as follows:


Sec.  240.0-9   Payment of filing fees.

    All payment of filing fees shall be made by wire transfer, debit 
card, or credit card or via the Automated Clearing House Network. 
Payment of filing fees required by this section shall be made in 
accordance with the directions set forth in Sec.  202.3a of this 
chapter.

0
31. Amend Sec.  240.0-11 by revising paragraphs (a)(2), (a)(5), (b) 
introductory text, (c)(1) introductory text, (c)(2) introductory text, 
and (d) to read as follows:


Sec.  240.0-11   Filing fees for certain acquisitions, dispositions and 
similar transactions.

    (a) * * *
    (2) A required fee shall be reduced in an amount equal to any fee 
paid with respect to such transaction pursuant to either section 6(b) 
of the Securities Act of 1933 or any applicable provision of this 
section; the fee requirements under section 6(b) shall be reduced in an 
amount equal to the fee paid the Commission with respect to a 
transaction under this section. No part of a filing fee is refundable.
* * * * *
    (5) An exhibit to the filing shall set forth the calculation of the 
fee in tabular format, as well as the amount offset by a previous 
filing and the identification of such filing, if applicable.
    (b) Section 13(e)(1) filings. At the time of filing such statement 
as the Commission may require pursuant to section 13(e)(1) of the 
Exchange Act, a fee equal to the product of the rate applicable under 
section 13(e) of the Exchange Act multiplied by the value of the 
securities proposed to be acquired by the acquiring person. The value 
of the securities proposed to be acquired shall be determined as 
follows:
* * * * *
    (c) * * *
    (1) For preliminary material involving a vote upon a merger, 
consolidation or acquisition of a company, a fee equal to the product 
of the rate applicable under section 14(g) of the Exchange Act 
multiplied by the proposed cash payment or, if the consideration does 
not consistent entirely of cash, the value of the securities and other 
property to be transferred to security holders in the transaction. The 
fee is payable whether the registrant is acquiring another company or 
being acquired.
* * * * *
    (2) For preliminary material involving a vote upon a proposed sale 
or other disposition of substantially all the assets of the registrant, 
a fee equal to the product of the rate applicable under section 14(g) 
of the Exchange Act multiplied by the aggregate of, as applicable, the 
cash and the value of the securities (other than its own) and other 
property to be received by the registrant. In the case of a disposition 
in which the registrant will not receive any property, such as at 
liquidation or spin-off, the fee shall be equal to the product of the 
rate applicable under section 14(g) of the Exchange Act multiplied by 
the aggregate of, as applicable, the cash and the value of the 
securities and other property to be distributed to security holders.
* * * * *
    (d) Section 14(d)(1) filings. At the time of filing such statement 
as the Commission may require pursuant to section 14(d)(1) of the Act, 
a fee equal to the product of the rate applicable under section 14(g) 
of the Exchange Act multiplied by the cash or, if the consideration 
does not consist entirely of cash, the value of the securities and 
other property offered by the bidder. Where the bidder is offering 
securities or other non-cash consideration for some or all of the 
securities to be acquired, whether or not in combination with a cash 
payment for the same securities, the value of the consideration to be 
offered for such securities shall be based upon the market value of the 
securities to be received by the bidder as established in accordance 
with paragraph (a)(4) of this section.

0
32. Amend Sec.  240.13e-1 by:
0
a. Removing the word ``and'' at the end of paragraph (a)(5);
0
b. Adding paragraph (a)(7);
0
c. Revising paragraph (b);
0
d. Redesignating paragraph (c) as paragraph (d); and
0
e. Adding a new paragraph (c).
    The additions and revision read as follows:


Sec.  240.13e-1   Purchase of securities by the issuer during a third-
party tender offer.

* * * * *
    (a) * * *
    (7) An exhibit to the statement that sets forth the transaction 
valuation, fee

[[Page 70252]]

rate, amount of filing fee and, as applicable, information relating to 
reliance on Sec.  240.0-11(a)(2) in the tabular form indicated in 
Tables 1 and 2 to this paragraph (a)(7) and as further specified in 
this paragraph (a)(7).

                                           Table 1 to Paragraph (a)(7)
----------------------------------------------------------------------------------------------------------------
                                                                 Transaction                        Amount of
                                                                  valuation         Fee rate        filing fee
----------------------------------------------------------------------------------------------------------------
Fees to Be Paid..............................................               X                X                X
----------------------------------------------------------------------------------------------------------------
Fees Previously Paid.........................................               X                                 X
----------------------------------------------------------------------------------------------------------------
    Total Transaction Valuation..............................               X
----------------------------------------------------------------------------------------------------------------
    Total Fees Due for Filing................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fees Previously Paid...............................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fee Offsets........................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Net Fee Due..............................................                                                 X
----------------------------------------------------------------------------------------------------------------


                                           Table 2 to Paragraph (a)(7)
----------------------------------------------------------------------------------------------------------------
                                                                                                      Fee paid
                               Registrant    Form or     File     Initial    Filing    Fee offset     with fee
                                or filer     filing     number     filing     date       claimed       offset
                                  name        type                  date                               source
----------------------------------------------------------------------------------------------------------------
Fee Offset Claims...........                      X          X          X                       X
----------------------------------------------------------------------------------------------------------------
Fee Offset Sources..........            X         X          X                    X                           X
----------------------------------------------------------------------------------------------------------------

    (i) General requirements--(A) Applicable table requirements. The 
``X'' designation indicates the information required to be disclosed, 
as applicable, in tabular format. Add as many rows of each table as 
necessary.
    (B) Fee rate. For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    (C) Explanations. If not otherwise explained in response to this 
paragraph (a)(7), disclose specific details relating to the fee 
calculation as necessary to clarify the information presented in each 
table, including references to the applicable provisions of Sec.  
240.0-11 (Rule 0-11). All disclosure this paragraph (a)(7) requires 
that is not specifically required to be presented in tabular format 
must appear in narrative format immediately after the table(s) to which 
it corresponds.
    (ii) Table 1 to this paragraph (a)(7)--(A) Fees to be paid and fees 
previously paid--(1) Fees to be paid. Provide the information Table 1 
to this paragraph (a)(7) requires for the line item ``Fees to Be Paid'' 
as follows:
    (i) Initial filings. For an initial filing on the statement, 
provide the required information for the total transaction valuation.
    (ii) Amendments with then-current total transaction valuation 
higher than highest total transaction valuation previously reported. 
For amendments to the statement that reflect a then-current total 
transaction valuation higher than the highest total transaction 
valuation previously reported, provide the required information for the 
incremental increase.
    (2) Fees previously paid. Provide the information Table 1 to this 
paragraph (a)(7) requires for the line item ``Fees Previously Paid'' 
for the prior initial filing or amendment to the statement that 
reflected a then-current total transaction valuation that was the 
highest total transaction valuation previously reported.
    (B) Other tabular information. Provide the following information in 
Table 1 to this paragraph (a)(7) for the line items ``Fees to be Paid'' 
and ``Fees Previously Paid'', as applicable:
    (1) The transaction valuation computed pursuant to Rule 0-11;
    (2) The fee rate; and
    (3) The filing fee due without regard to any previous payments or 
offsets.
    (C) Totals--(1) Total transaction valuation. Provide the sum of the 
transaction valuations for the line items ``Fees to be Paid'' and 
``Fees Previously Paid''.
    (2) Total fees due for filing. Provide the sum of the fees due 
without regard to any previous payments or offsets for the line items 
``Fees to be Paid'' and ``Fees Previously Paid.''
    (3) Total fees previously paid. Provide the aggregate of filing 
fees previously paid with this filing.
    (4) Total fee offsets. Provide the aggregate of the fee offsets 
that are claimed in Table 2 to this paragraph (a)(7) pursuant to 
paragraph (a)(7)(iii) of this section.
    (5) Net fee due. Provide the difference between:
    (i) The total fees due for the statement from the ``Total Fees Due 
for Filing'' row; and
    (ii) The sum of the aggregate of filing fees previously paid from 
the ``Total Fees Previously Paid'' row; and the aggregate fee offsets 
claimed from the ``Total Fee Offsets'' row.
    (D) Narrative disclosure. Explain how the transaction valuation was 
determined.
    (iii) Table 2 to this paragraph (a)(7)--(A) Terminology. For 
purposes of this paragraph (a)(7)(iii) and Table 2 to this paragraph 
(a)(7):
    (1) The term submission means any:
    (i) Initial filing of, or amendment (pre-effective or post-
effective), to a fee-bearing document; or
    (ii) Fee-bearing form of prospectus filed under Sec.  230.424 of 
this chapter (Rule 424 under the Securities Act), in all cases that was 
accompanied by a contemporaneous fee payment.
    Note 1 to paragraph (a)(7)(iii)(A). For purposes of this paragraph 
(a)(7)(iii), a contemporaneous fee payment is the payment of a required 
fee that is satisfied through the actual transfer of funds, and does 
not include any amount of a required fee satisfied through a claimed 
fee offset. Paragraph (a)(7)(iii)(B)(2) of this section requires a 
filer that claims a fee offset under Rule 0-11(a)(2) to identify 
previous submissions with contemporaneous fee payments that are the 
original source to which the fee offsets claimed on this

[[Page 70253]]

filing can be traced. See Instruction 3.C to the Calculation of Filing 
Fee Tables in Item 16(b) of Sec.  240.13e-100 (Schedule 13E-3) for an 
example.
    (B) Rule 0-11(a)(2). If relying on Rule 0-11(a)(2) to offset some 
or all of the filing fee due on the statement by amounts paid in 
connection with earlier filings (other than the statement) relating to 
the same transaction, provide the following information:
    (1) Fee offset claims. For each earlier filed Securities Act 
registration statement or Exchange Act document relating to the same 
transaction from which a fee offset is being claimed, provide the 
information that Table 2 to this paragraph (a)(7) requires for the line 
item ``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires 
the dollar amount of the previously paid filing fee to be offset 
against the currently due fee.
    Note 2 to paragraph (a)(7)(iii)(B)(1). If claiming an offset from a 
Securities Act registration statement, provide a detailed explanation 
of the basis for the claimed offset.
    (2) Fee offset sources. With respect to amounts claimed as an 
offset under Rule 0-11(a)(2), identify those submissions with 
contemporaneous fee payments that are the original source to which 
those amounts can be traced. For each submission identified, provide 
the information that Table 2 to this paragraph (a)(7) requires for the 
line item ``Fee Offset Sources''. The ``Fee Paid with Fee Offset 
Source'' column requires the dollar amount of the contemporaneous fee 
payment made with respect to each identified submission that is the 
source of the fee offset claimed pursuant to Rule 0-11(a)(2).
    (b) Pays the fee required by Sec.  240.0-11 when it files the 
initial statement and any amendment with respect to which an additional 
fee is due.
    (c) Submits to the Commission the exhibit required by paragraph 
(a)(7) of this section as required by Sec.  232.408 of this chapter 
(Rule 408 of Regulation S-T).
* * * * *

0
33. Amend Sec.  240.13e-100 by:
0
a. Removing the text between ``Check the following box if the filing is 
a final amendment reporting the results of the transaction [ ]'' and 
the heading ``General Instructions'';
0
b. Revising paragraph B of the General Instructions; and
0
c. Revising Item 16.
    The revisions read as follows:


Sec.  240.13e-100   Schedule 13E-3, Transaction statement under section 
13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 (Sec.  
240.13e-3) thereunder.

* * * * *
    General Instructions:
* * * * *
    B. This filing must be accompanied by a fee payable to the 
Commission as required by Sec.  240.0-11(b). The filing fee exhibit 
required by Item 16(b) of this schedule must be submitted as required 
by Rule 408 of Regulation S-T (Sec.  232.408 of this chapter).
* * * * *

Item 16. Exhibits

    File each of the following as an exhibit to the Schedule:
    (a) All documents specified in Item 1016(a) through (d), (f) and 
(g) of Regulation M-A (Sec.  229.1016 of this chapter); and
    (b) The transaction valuation, fee rate, amount of filing fee and, 
as applicable, information relating to reliance on Sec.  240.0-11(a)(2) 
in the tabular form indicated.

Calculation of Filing Fee Tables

                                         Table 1--Transaction Valuation
----------------------------------------------------------------------------------------------------------------
                                                                 Transaction                        Amount of
                                                                  valuation         Fee rate        filing fee
----------------------------------------------------------------------------------------------------------------
Fees to Be Paid..............................................               X                X                X
----------------------------------------------------------------------------------------------------------------
Fees Previously Paid.........................................               X                                 X
----------------------------------------------------------------------------------------------------------------
    Total Transaction Valuation..............................               X
----------------------------------------------------------------------------------------------------------------
    Total Fees Due for Filing................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fees Previously Paid...............................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fee Offsets........................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Net Fee Due..............................................                                                 X
----------------------------------------------------------------------------------------------------------------


                                     Table 2--Fee Offset Claims and Sources
----------------------------------------------------------------------------------------------------------------
                                                                                                      Fee paid
                               Registrant    Form or     File     Initial    Filing    Fee offset     with fee
                                or filer     filing     number     filing     date       claimed       offset
                                  name        type                  date                               source
----------------------------------------------------------------------------------------------------------------
Fee Offset Claims...........                      X          X          X                       X
----------------------------------------------------------------------------------------------------------------
Fee Offset Sources..........            X         X          X                    X                           X
----------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    C. Explanations.
    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to the applicable provisions of Rule 0-11 (Sec.  240.0-11 of 
this chapter). All disclosure these Instructions require that is not 
specifically required to be presented in tabular format must appear in 
narrative format immediately after the table(s) to which it 
corresponds.
    2. Table 1: Transaction Valuation Table and Related Disclosure.
    A. Fees to Be Paid and Fees Previously Paid.

[[Page 70254]]

    i. Fees to Be Paid.
    Provide the information Table 1 requires for the line item ``Fees 
to Be Paid'' as follows:
    a. Initial Filings.
    For an initial filing on this schedule, provide the required 
information for the total transaction valuation.
    b. Amendments with Then-Current Total Transaction Valuation Higher 
than Highest Total Transaction Valuation Previously Reported.
    For amendments to this schedule that reflect a then-current total 
transaction valuation higher than the highest total transaction 
valuation previously reported, provide the required information for the 
incremental increase.
    ii. Fees Previously Paid.
    Provide the information Table 1 requires for the line item ``Fees 
Previously Paid'' for the prior initial filing or amendment to this 
transaction statement that reflected a then-current total transaction 
valuation that was the highest total transaction valuation previously 
reported.
    B. Other Tabular Information.
    Provide the following information in the table for the line items 
``Fees to be Paid'' and ``Fees Previously Paid'', as applicable:
    i. The transaction valuation computed pursuant to Exchange Act Rule 
0-11;
    ii. The fee rate; and
    iii. The filing fee due, without regard to any previous payments or 
offsets.
    C. Totals.
    i. Total Transaction Valuation.
    Provide the sum of the transaction valuations for the line items 
``Fees to be Paid'' and ``Fees Previously Paid.''
    ii. Total Fees Due for Filing.
    Provide the sum of the fees due without regard to any previous 
payments or offsets for the line items ``Fees to be Paid'' and ``Fees 
Previously Paid.''
    iii. Total Fees Previously Paid.
    Provide the aggregate of filing fees previously paid with this 
filing.
    iv. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    v. Net Fee Due.
    Provide the difference between (a) the total fees due for this 
transaction statement from the Total Fees Due for Filing row; and (b) 
the sum of (i) the aggregate of filing fees previously paid from the 
Total Fees Previously Paid row; and (ii) the aggregate fee offsets 
claimed from the Total Fee Offsets row.
    D. Narrative Disclosure
    Explain how the transaction valuation was determined.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act (Sec.  230.424 of this chapter), in all cases that was accompanied 
by a contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instruction 3.B.ii requires a filer that claims a fee offset 
under Rule 0-11(a)(2) to identify previous submissions with 
contemporaneous fee payments that are the original source to which the 
fee offsets claimed on this filing can be traced. See Instruction 3.C 
for an example.
    B. Rule 0-11(a)(2).
    If relying on Rule 0-11(a)(2) to offset some or all of the filing 
fee due on this transaction statement by amounts paid in connection 
with earlier filings (other than this Schedule 13E-3) relating to the 
same transaction, provide the following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement or 
Exchange Act document relating to the same transaction from which a fee 
offset is being claimed, provide the information that Table 2 requires 
for the line item ``Fee Offset Claims''. The ``Fee Offset Claimed'' 
column requires the dollar amount of the previously paid filing fee to 
be offset against the currently due fee.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement, 
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 0-11(a)(2), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information that Table 2 requires 
for the line item ``Fee Offset Sources''. The ``Fee Paid with Fee 
Offset Source'' column requires the dollar amount of the 
contemporaneous fee payment made with respect to each identified 
submission that is the source of the fee offset claimed pursuant to 
Rule 0-11(a)(2).
    C. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form S-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form S-1 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form S-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form S-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement related to a 
tender offer on Form S-4 (assigned file number 333-123478) on 1/15/20X7 
with a fee payment of $15,000 and relies on Rule 457(p) to claim an 
offset of $30,000 related to the unsold securities registered on the 
most recently effective Form S-1 (333-123467) filed on 1/15/20X4 and 
apply it to the $45,000 filing fee due.
     Initially files a Schedule TO related to the same tender 
offer on 1/22/20X7 and relies on Rule 0-11(a)(2) to claim an offset of 
$45,000 from the fee paid directly and by offset claimed on the Form S-
4 (333-123478) filed 1/15/20X7 and apply it to the $45,000 filing fee 
due.
    For the Schedule TO filed on 1/22/20X7, the filer can satisfy the 
submission identification requirement when it claims the $45,000 fee 
offset from the Form S-4 (333-123478) filed on 1/15/20X7 by referencing 
any combination of the Form S-4 (333-123478) filed on 1/15/20X7, the 
Form S-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment 
to the Form S-1 (333-123456) filed on 2/15/20X1 or the initial filing 
of the Form S-1 (333-123456) on 1/15/20X1 in relation to which 
contemporaneous fee payments were made equal to $45,000.
    One example could be:
     The Form S-4 (333-123478) filed on 1/15/20X7 in relation 
to the payment of $15,000 made with that submission;
     the Form S-1 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456) 
filed on 2/15/20X1 in relation to the payment of $5,000 out of the 
payment of $15,000 made with that submission (it would not matter if 
the filer cited to this pre-effective amendment and/or the initial

[[Page 70255]]

submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form S-4 (333-
123478) filed on 1/15/20X7 because even though the offset claimed and 
available from that filing was $45,000, the contemporaneous fee payment 
made with that filing ($15,000) was less than the offset being claimed. 
As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee payment(s) of 
$30,000 as the original source(s) to which the rest of the claimed 
offset can be traced.
* * * * *

0
34. Amend Sec.  240.13e-102 by:
0
a. Removing the text between ``(Date tender offer first published, sent 
or given to securityholders)'' and the heading ``General 
Instructions'';
0
b. Revising paragraph A.(1) under ``II. Filing Instructions and Fees''; 
and
0
c. Adding paragraph (4) under ``Part II--Information Not Required To Be 
Sent to Shareholders''.
    The revision and addition read as follows:


Sec.  240.13e-102   Schedule 13E-4F. Tender offer statement pursuant to 
section 13(e)(1) of the Securities Exchange Act of 1934 and Sec.  
240.13e-4 thereunder.

* * * * *

General Instructions

* * * * *

II. Filing Instructions and Fees

    A.(1) The issuer must file this Schedule and any amendment to the 
Schedule (see Part I, Item 1.(b)), including all exhibits and other 
documents filed as part of the Schedule or amendment, in electronic 
format via the Commission's Electronic Data Gathering, Analysis, and 
Retrieval (EDGAR) system in accordance with the EDGAR rules set forth 
in Regulation S-T (17 CFR part 232). The filing fee exhibit required by 
paragraph (4) under ``Part II--Information Not Required To Be Sent to 
Shareholders'' must be submitted as required by Rule 408 of Regulation 
S-T (Sec.  232.408 of this chapter). For assistance with technical 
questions about EDGAR or to request an access code, call the EDGAR 
Filer Support Office at (202) 551-8900. For assistance with the EDGAR 
rules, call EDGAR filer support at (202) 551-8900.
* * * * *

Part II--Information Not Required To Be Sent to Shareholders

* * * * *
    (4) File the following information: The transaction valuation, fee 
rate, amount of filing fee and, as applicable, information relating to 
reliance on Sec.  240.0-11(a)(2) in the tabular form indicated.

Calculation of Filing Fee Tables

                                         Table 1--Transaction Valuation
----------------------------------------------------------------------------------------------------------------
                                                                 Transaction                        Amount of
                                                                  valuation         Fee rate        filing fee
----------------------------------------------------------------------------------------------------------------
Fees to Be Paid..............................................               X                X                X
----------------------------------------------------------------------------------------------------------------
Fees Previously Paid.........................................               X                                 X
----------------------------------------------------------------------------------------------------------------
    Total Transaction Valuation..............................               X
----------------------------------------------------------------------------------------------------------------
    Total Fees Due for Filing................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fees Previously Paid...............................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fee Offsets........................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Net Fee Due..............................................                                                 X
----------------------------------------------------------------------------------------------------------------


                                     Table 2--Fee Offset Claims and Sources
----------------------------------------------------------------------------------------------------------------
                                                                                                      Fee paid
                               Registrant    Form or     File     Initial    Filing    Fee offset     with fee
                                or filer     filing     number     filing     date       claimed       offset
                                  name        type                  date                               source
----------------------------------------------------------------------------------------------------------------
Fee Offset Claims...........                      X          X          X                       X
----------------------------------------------------------------------------------------------------------------
Fee Offset Sources..........            X         X          X                    X                           X
----------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    C. Additional Filing Fee Provisions.
    See General Instructions II.C and D of this Schedule for additional 
provisions regarding filing fees.
    D. Explanations.
    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to the applicable provisions of Rule 0-11 (Sec.  240.0-11 of 
this chapter). All disclosure these Instructions require that is not 
specifically required to be presented in tabular format must appear in 
narrative format immediately after the table(s) to which it 
corresponds.
    2. Table 1: Transaction Valuation Table and Related Disclosure.
    A. Fees to Be Paid and Fees Previously Paid.
    i. Fees to Be Paid.
    Provide the information Table 1 requires for the line item ``Fees 
to Be Paid'' as follows:
    a. Initial Filings.
    For an initial filing on this schedule, provide the required 
information for the total transaction valuation.
    b. Amendments with Then-Current Total Transaction Valuation Higher 
than Highest Total Transaction Valuation Previously Reported.
    For amendments to this schedule that reflect a then-current total 
transaction

[[Page 70256]]

valuation higher than the highest total transaction valuation 
previously reported, provide the required information for the 
incremental increase.
    ii. Fees Previously Paid.
    Provide the information Table 1 requires for the line item ``Fees 
Previously Paid'' for the prior initial filing or amendment to this 
schedule that reflected a then-current total transaction valuation that 
was the highest total transaction valuation previously reported.
    B. Other Tabular Information.
    Provide the following information in the table for the line items 
``Fees to be Paid'' and ``Fees Previously Paid'', as applicable:
    i. The transaction valuation computed pursuant to Exchange Act Rule 
0-11;
    ii. The fee rate; and
    iii. The filing fee due without regard to any previous payments or 
offsets.
    C. Totals.
    i. Total Transaction Valuation.
    Provide the sum of the transaction valuations for the line items 
``Fees to be Paid'' and ``Fees Previously Paid''.
    ii. Total Fees Due for Filing.
    Provide the sum of the fees due without regard to any previous 
payments or offsets for the line items ``Fees to be Paid'' and ``Fees 
Previously Paid.''
    iii. Total Fees Previously Paid.
    Provide the aggregate of filing fees previously paid with this 
filing.
    iv. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    v. Net Fee Due.
    Provide the difference between (a) the total fees due for this 
tender offer statement from the Total Fees Due for Filing row; and (b) 
the sum of (i) the aggregate of filing fees previously paid from the 
Total Fees Previously Paid row; and (ii) the aggregate fee offsets 
claimed from the Total Fee Offsets row.
    D. Narrative Disclosure
    Explain how the transaction valuation was determined.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act (Sec.  230.424 of this chapter), in all cases that was accompanied 
by a contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instruction 3.B.ii requires a filer that claims a fee offset 
under Rule 0-11(a)(2) to identify previous submissions with 
contemporaneous fee payments that are the original source to which the 
fee offsets claimed on this filing can be traced. See Instruction 3.C 
for an example.
    B. Rule 0-11(a)(2).
    If relying on Rule 0-11(a)(2) to offset some or all of the filing 
fee due on this tender offer statement by amounts paid in connection 
with earlier filings (other than this Schedule 13E-4F) relating to the 
same transaction, provide the following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement or 
Exchange Act document relating to the same transaction from which a fee 
offset is being claimed, provide the information that Table 2 requires 
for the line item ``Fee Offset Claims''. The ``Fee Offset Claimed'' 
column requires the dollar amount of the previously paid filing fee to 
be offset against the currently due fee.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement, 
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 0-11(a)(2), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information that Table 2 requires 
for the line item ``Fee Offset Sources''. The ``Fee Paid with Fee 
Offset Source'' column requires the dollar amount of the 
contemporaneous fee payment made with respect to each identified 
submission that is the source of the fee offset claimed pursuant to 
Rule 0-11(a)(2).
    C. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form S-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form S-1 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form S-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form S-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement related to a 
tender offer on Form S-4 (assigned file number 333-123478) on 1/15/20X7 
with a fee payment of $15,000 and relies on Rule 457(p) to claim an 
offset of $30,000 related to the unsold securities registered on the 
most recently effective Form S-1 (333-123467) filed on 1/15/20X4 and 
apply it to the $45,000 filing fee due.
     Initially files a Schedule TO related to the same tender 
offer on 1/22/20X7 and relies on Rule 0-11(a)(2) to claim an offset of 
$45,000 from the fee paid directly and by offset claimed on the Form S-
4 (333-123478) filed 1/15/20X7 and apply it to the $45,000 filing fee 
due.
    For the Schedule TO filed on 1/22/20X7, the filer can satisfy the 
submission identification requirement when it claims the $45,000 fee 
offset from the Form S-4 (333-123478) filed on 1/15/20X7 by referencing 
any combination of the Form S-4 (333-123478) filed on 1/15/20X7, the 
Form S-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment 
to the Form S-1 (333-123456) filed on 2/15/20X1 or the initial filing 
of the Form S-1 (333-123456) on 1/15/20X1 in relation to which 
contemporaneous fee payments were made equal to $45,000. One example 
could be:
     The Form S-4 (333-123478) filed on 1/15/20X7 in relation 
to the payment of $15,000 made with that submission;
     the Form S-1 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456) 
filed on 2/15/20X1 in relation to the payment of $5,000 out of the 
payment of $15,000 made with that submission (it would not matter if 
the filer cited to this pre-effective amendment and/or the initial 
submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form S-4 (333-
123478) filed on 1/15/20X7 because even though the offset claimed and 
available from that filing was $45,000, the contemporaneous fee payment 
made with that filing ($15,000) was less than the offset being claimed.

[[Page 70257]]

As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee payment(s) of 
$30,000 as the original source(s) to which the rest of the claimed 
offset can be traced.
* * * * *

0
35. Amend Sec.  240.14a-101 by:
0
a. Revising the text between ``(Name of Person(s) Filing Proxy 
Statement, if other than the Registrant)'' and the heading ``Notes''; 
and
0
b. Revising Item 25.
    The revisions read as follows:


Sec.  240.14a-101   Schedule 14A. Information required in proxy 
statement.

* * * * *
    (Name of Person(s) Filing Proxy Statement, if other than the 
Registrant)
    Payment of Filing Fee (Check all boxes that apply):
[ ] No fee required
[ ] Fee paid previously with preliminary materials
[ ] Fee computed on table in exhibit required by Item 25(b) per 
Exchange Act Rules 14a-6(i)(1) and 0-11
    Notes
* * * * *
    Item 25. Exhibits. Provide each of the following in an exhibit to 
this Schedule 14A:
    (a) The legal opinion required to be filed by Item 402(u)(4)(i) of 
Regulation S-K (17 CFR 229.402(u)); and
    (b) If a fee is required, the title of each class of securities to 
which the transaction applies, aggregate number of securities to which 
the transaction applies, per unit price or other underlying value of 
the transaction computed pursuant to Sec.  240.0-11, proposed maximum 
aggregate value of the transaction, fee rate, amount of filing fee and, 
as applicable, information relating to reliance on Sec.  240.0-11(a)(2) 
in the tabular form indicated.
    Registered funds that must pay registration fees using Form 24F-2 
(Sec.  274.24) are not required to respond to this Item.

Calculation of Filing Fee Tables

                                         Table 1--Transaction Valuation
----------------------------------------------------------------------------------------------------------------
                                                                   Proposed
                                                                   maximum                          Amount of
                                                               aggregate value      Fee rate        filing fee
                                                                of transaction
----------------------------------------------------------------------------------------------------------------
Fees to Be Paid..............................................               X                X                X
----------------------------------------------------------------------------------------------------------------
Fees Previously Paid.........................................               X                                 X
----------------------------------------------------------------------------------------------------------------
    Total Transaction Valuation..............................               X
----------------------------------------------------------------------------------------------------------------
    Total Fees Due for Filing................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fees Previously Paid...............................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fee Offsets........................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Net Fee Due..............................................                                                 X
----------------------------------------------------------------------------------------------------------------


                                                         Table 2--Fee Offset Claims and Sources
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                              Fee paid
                                                         Registrant      Form or                     Initial                   Fee offset     with fee
                                                          or filer     filing type   File number   filing date   Filing date     claimed       offset
                                                            name                                                                               source
--------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims.....................................                          X             X             X                           X
--------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources....................................            X             X             X                           X                           X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    C. Explanations.
    Disclose the (i) title of each class of securities to which the 
transaction applies; (ii) aggregate number of securities to which the 
transaction apples; and (iii) per unit price or other underlying value 
of the transaction computed pursuant to Exchange Act Rule 0-11 (set 
forth the amount on which the filing fee is calculated and state how it 
was determined). If not otherwise explained in response to these 
instructions, disclose specific details relating to the fee calculation 
as necessary to clarify the information presented in each table, 
including references to the applicable provisions of Rule 0-11 (Sec.  
240.0-11 of this chapter). All disclosure these Instructions require 
that is not specifically required to be presented in tabular format 
must appear in narrative format immediately after the table(s) to which 
it corresponds.
    D. Submission Method.
    If a filing fee exhibit is required to be provided pursuant to this 
Item 25(b), it must be submitted as required by Rule 408 of Regulation 
S-T (Sec.  232.408 of this chapter).
    2. Table 1: Transaction Valuation Table and Related Disclosure.
    A. Fees to Be Paid and Fees Previously Paid.
    i. Fees to Be Paid.
    Provide the information Table 1 requires for the line item ``Fees 
to Be Paid'' as follows:
    c. Initial Filings.
    For an initial filing on this schedule, provide the required 
information for the total transaction valuation.
    d. Amendments with Then-Current Total Transaction Valuation Higher 
than Highest Total Transaction Valuation Previously Reported.
    For amendments to this schedule that reflect a then-current total 
transaction valuation higher than the highest total transaction 
valuation previously reported, provide the required information for the 
incremental increase.
    ii. Fees Previously Paid.

[[Page 70258]]

    Provide the information Table 1 requires for the line item ``Fees 
Previously Paid'' for the prior initial filing or amendment to this 
schedule that reflected a then-current total transaction valuation that 
was the highest total transaction valuation previously reported.
    B. Other Tabular Information.
    Provide the following information in the table for the line items 
``Fees to be Paid'' and ``Fees Previously Paid'', as applicable:
    i. The proposed maximum aggregate value of the transaction computed 
pursuant to Exchange Act Rule 0-11;
    ii. The fee rate; and
    iii. The filing fee due without regard to any previous payments or 
offsets.
    C. Totals.
    i. Total Transaction Valuation.
    Provide the sum of the proposed maximum aggregate values for the 
line items ``Fees to Be Paid'' and ``Fees Previously Paid''.
    ii. Total Fees Due for Filing.
    Provide the sum of the fees due without regard to any previous 
payments or offsets for the line items ``Fees to be Paid'' and ``Fees 
Previously Paid.''
    iii. Total Fees Previously Paid.
    Provide the aggregate of filing fees previously paid with this 
filing.
    iv. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    v. Net Fee Due.
    Provide the difference between (a) the total fees due for this 
schedule from the Total Fees Due for Filing row; and (b) the sum of (i) 
the aggregate of filing fees previously paid from the Total Fees 
Previously Paid row; and (ii) the aggregate fee offsets claimed from 
the Total Fee Offsets row.
    D. Narrative Disclosure.
    Explain how the transaction valuation was determined.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act (Sec.  230.424 of this chapter), in all cases that was accompanied 
by a contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instruction 3.B.ii requires a filer that claims a fee offset 
under Rule 0-11(a)(2) to identify previous submissions with 
contemporaneous fee payments that are the original source to which the 
fee offsets claimed on this filing can be traced. See Instruction 3.C 
for an example.
    B. Rule 0-11(a)(2).
    If relying on Rule 0-11(a)(2) to offset some or all of the filing 
fee due on this schedule by amounts paid in connection with earlier 
filings (other than this Schedule 14A) relating to the same 
transaction, provide the following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement or 
Exchange Act document relating to the same transaction from which a fee 
offset is being claimed, provide the information that Table 2 requires 
for the line item ``Fee Offset Claims''. The ``Fee Offset Claimed'' 
column requires the dollar amount of the previously paid filing fee to 
be offset against the currently due fee.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement, 
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 0-11(a)(2), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information that Table 2 requires 
for the line item ``Fee Offset Sources''. The ``Fee Paid with Fee 
Offset Source'' column requires the dollar amount of the 
contemporaneous fee payment made with respect to each identified 
submission that is the source of the fee offset claimed pursuant to 
Rule 0-11(a)(2).
    C. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form S-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form S-1 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form S-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form S-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement related to a 
tender offer on Form S-4 (assigned file number 333-123478) on 1/15/20X7 
with a fee payment of $15,000 and relies on Rule 457(p) to claim an 
offset of $30,000 related to the unsold securities registered on the 
most recently effective Form S-1 (333-123467) filed on 1/15/20X4 and 
apply it to the $45,000 filing fee due.
     Initially files a Schedule TO related to the same tender 
offer on 1/22/20X7 and relies on Rule 0-11(a)(2) to claim an offset of 
$45,000 from the fee paid directly and by offset claimed on the Form S-
4 (333-123478) filed 1/15/20X7 and apply it to the $45,000 filing fee 
due.
    For the Schedule TO filed on 1/22/20X7, the filer can satisfy the 
submission identification requirement when it claims the $45,000 fee 
offset from the Form S-4 (333-123478) filed on 1/15/20X7 by referencing 
any combination of the Form S-4 (333-123478) filed on 1/15/20X7, the 
Form S-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment 
to the Form S-1 (333-123456) filed on 2/15/20X1 or the initial filing 
of the Form S-1 (333-123456) on 1/15/20X1 in relation to which 
contemporaneous fee payments were made equal to $45,000. One example 
could be:
     The Form S-4 (333-123478) filed on 1/15/20X7 in relation 
to the payment of $15,000 made with that submission;
     the Form S-1 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456) 
filed on 2/15/20X1 in relation to the payment of $5,000 out of the 
payment of $15,000 made with that submission (it would not matter if 
the filer cited to this pre-effective amendment and/or the initial 
submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form S-4 (333-
123478) filed on 1/15/20X7 because even though the offset claimed and 
available from that filing was $45,000, the contemporaneous fee payment 
made with that filing ($15,000) was less than the offset being claimed. 
As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee payment(s) of 
$30,000 as the original

[[Page 70259]]

source(s) to which the rest of the claimed offset can be traced.

0
36. Amend Sec.  240.14c-101 by revising the text between ``(Name of 
Registrant As Specified In Its Charter)'' and the heading ``Note'' to 
read as follows:


Sec.  240.14c-101   Schedule 14C. Information required in information 
statement.

* * * * *

(Name of Registrant As Specified In Its Charter)

    Payment of Filing Fee (Check all boxes that apply):

[ ] No fee required
[ ] Fee paid previously with preliminary materials
[ ] Fee computed on table in exhibit required by Item 25(b) of Schedule 
14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act 
Rules 14c-5(g) and 0-11
    Note
* * * * *

0
37. Amend Sec.  240.14d-100 by:
0
a. Removing the text between ``(Name, address, and telephone numbers of 
person authorized to receive notices and communications on behalf of 
filing persons)'' and ``[ ] Check the box if the filing relates solely 
to preliminary communications made before the commencement of a tender 
offer''; and
0
b. Revising Item 12.
    The revision reads as follows:


Sec.  240.14d-100   Schedule TO. Tender offer statement under section 
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934.

* * * * *

Item 12. Exhibits

    File each of the following as an exhibit to the Schedule:
    (a) All documents specified in Item 1016(a), (b), (d), (g) and (h) 
of Regulation M-A (Sec.  229.1016 of this chapter); and
    (b) The transaction valuation, fee rate, amount of filing fee and, 
as applicable, information relating to reliance on Sec.  240.0-11(a)(2) 
in the tabular form indicated.

Calculation of Filing Fee Tables

                                         Table 1--Transaction Valuation
----------------------------------------------------------------------------------------------------------------
                                                                 Transaction                        Amount of
                                                                  valuation         Fee rate        filing fee
----------------------------------------------------------------------------------------------------------------
Fees to Be Paid..............................................               X                X                X
----------------------------------------------------------------------------------------------------------------
Fees Previously Paid.........................................               X                                 X
----------------------------------------------------------------------------------------------------------------
    Total Transaction Valuation..............................               X
----------------------------------------------------------------------------------------------------------------
    Total Fees Due for Filing................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fees Previously Paid...............................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fee Offsets........................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Net Fee Due..............................................                                                 X
----------------------------------------------------------------------------------------------------------------


                                                         Table 2--Fee Offset Claims and Sources
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                              Fee paid
                                                         Registrant      Form or                     Initial                   Fee offset     with fee
                                                          or filer     filing type   File number   filing date   Filing date     claimed       offset
                                                            name                                                                               source
--------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims.....................................                          X             X             X                           X
--------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources....................................            X             X             X                           X                           X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    C. Explanations.
    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to the applicable provisions of Rule 0-11 (Sec.  240.0-11 of 
this chapter). All disclosure these Instructions require that is not 
specifically required to be presented in tabular format must appear in 
narrative format immediately after the table(s) to which it 
corresponds.
    D. Submission Method.
    If a filing fee exhibit is required to be provided pursuant to this 
Item 12(b), it must be submitted as required by Rule 408 of Regulation 
S-T (Sec.  232.408 of this chapter).
    2. Table 1: Transaction Valuation Table and Related Disclosure.
    A. Fees to Be Paid and Fees Previously Paid.
    i. Fees to Be Paid.
    Provide the information Table 1 requires for the line item ``Fees 
to Be Paid'' as follows:
    a. Initial Filings.
    For an initial filing on this schedule, provide the required 
information for the total transaction valuation.
    b. Amendments with Then-Current Total Transaction Valuation Higher 
than Highest Total Transaction Valuation Previously Reported. For 
amendments to this schedule that reflect a then-current total 
transaction valuation higher than the highest total transaction 
valuation previously reported, provide the required information for the 
incremental increase.
    ii. Fees Previously Paid.
    Provide the information Table 1 requires for the line item ``Fees 
Previously Paid'' for the prior initial filing or amendment to this 
schedule that reflected a then-current total transaction valuation that 
was the highest total transaction valuation previously reported.
    B. Other Tabular Information.
    Provide the following information in the table for the line items 
``Fees to Be Paid'' and ``Fees Previously Paid'', as applicable:
    i. The transaction valuation computed pursuant to Exchange Act Rule 
0-11;
    ii. The fee rate; and

[[Page 70260]]

    iii. The filing fee due without regard to any previous payments or 
offsets.
    C. Totals.
    i. Total Transaction Valuation.
    Provide the sum of the transaction valuations for the line items 
``Fees to Be Paid'' and ``Fees Previously Paid.''
    ii. Total Fees Due for Filing.
    Provide the sum of the fees due without regard to any previous 
payments or offsets for the line items ``Fees to Be Paid'' and ``Fees 
Previously Paid.''
    iii. Total Fees Previously Paid.
    Provide the aggregate of filing fees previously paid with this 
filing.
    iv. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    v. Net Fee Due.
    Provide the difference between (a) the total fees due for this 
schedule from the Total Fees Due for Filing row; and (b) the sum of (i) 
the aggregate of filing fees previously paid from the Total Fees 
Previously Paid row; and (ii) the aggregate fee offsets claimed from 
the Total Fee Offsets row.
    D. Narrative Disclosure.
    Explain how the transaction valuation was determined.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act (Sec.  230.424 of this chapter), in all cases that was accompanied 
by a contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instruction 3.B.ii requires a filer that claims a fee offset 
under Rule 0-11(a)(2) to identify previous submissions with 
contemporaneous fee payments that are the original source to which the 
fee offsets claimed on this filing can be traced. See Instruction 3.C 
for an example.
    B. Rule 0-11(a)(2).
    If relying on Rule 0-11(a)(2) to offset some or all of the filing 
fee due on this tender offer statement by amounts paid in connection 
with earlier filings (other than this Schedule TO) relating to the same 
transaction, provide the following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement or 
Exchange Act document relating to the same transaction from which a fee 
offset is being claimed, provide the information that Table 2 requires 
for the line item ``Fee Offset Claims''. The ``Fee Offset Claimed'' 
column requires the dollar amount of the previously paid filing fee to 
be offset against the currently due fee.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement, 
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 0-11(a)(2), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information that Table 2 requires 
for the line item ``Fee Offset Sources''. The ``Fee Paid with Fee 
Offset Source'' column requires the dollar amount of the 
contemporaneous fee payment made with respect to each identified 
submission that is the source of the fee offset claimed pursuant to 
Rule 0-11(a)(2).
    C. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form S-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form S-1 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form S-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form S-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement related to a 
tender offer on Form S-4 (assigned file number 333-123478) on 1/15/20X7 
with a fee payment of $15,000 and relies on Rule 457(p) to claim an 
offset of $30,000 related to the unsold securities registered on the 
most recently effective Form S-1 (333-123467) filed on 1/15/20X4 and 
apply it to the $45,000 filing fee due.
     Initially files a Schedule TO related to the same tender 
offer on 1/22/20X7 and relies on Rule 0-11(a)(2) to claim an offset of 
$45,000 from the fee paid directly and by offset claimed on the Form S-
4 (333-123478) filed 1/15/20X7 and apply it to the $45,000 filing fee 
due.
    For the Schedule TO filed on 1/22/20X7, the filer can satisfy the 
submission identification requirement when it claims the $45,000 fee 
offset from the Form S-4 (333-123478) filed on 1/15/20X7 by referencing 
any combination of the Form S-4 (333-123478) filed on 1/15/20X7, the 
Form S-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment 
to the Form S-1 (333-123456) filed on 2/15/20X1 or the initial filing 
of the Form S-1 (333-123456) on 1/15/20X1 in relation to which 
contemporaneous fee payments were made equal to $45,000.
    One example could be:
     The Form S-4 (333-123478) filed on 1/15/20X7 in relation 
to the payment of $15,000 made with that submission;
     the Form S-1 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456) 
filed on 2/15/20X1 in relation to the payment of $5,000 out of the 
payment of $15,000 made with that submission (it would not matter if 
the filer cited to this pre-effective amendment and/or the initial 
submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form S-4 (333-
123478) filed on 1/15/20X7 because even though the offset claimed and 
available from that filing was $45,000, the contemporaneous fee payment 
made with that filing ($15,000) was less than the offset being claimed. 
As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee payment(s) of 
$30,000 as the original source(s) to which the rest of the claimed 
offset can be traced.
* * * * *

0
38. Amend Sec.  240.14d-102 by:
0
a. Removing the text between ``(Date tender offer first published, sent 
or given to securityholders)'' and the heading ``General 
Instructions''; and
0
b. Adding paragraph (4) under ``Part II--Information Not Required To Be 
Sent To Shareholders.''
    The addition reads as follows:


Sec.  240.14d-102   Schedule 14D-1F. Tender offer statement pursuant to 
rule 14d-1(b) under the Securities Exchange Act of 1934.

* * * * *

[[Page 70261]]

Part II--Information Not Required To Be Sent to Shareholders

* * * * *
    (4) File the following information: The transaction valuation, fee 
rate, amount of filing fee and, as applicable, information relating to 
reliance on Sec.  240.0-11(a)(2) in the tabular form indicated.

Calculation of Filing Fee Tables

                                         Table 1--Transaction Valuation
----------------------------------------------------------------------------------------------------------------
                                                                 Transaction                        Amount of
                                                                  valuation         Fee rate        filing fee
----------------------------------------------------------------------------------------------------------------
Fees to Be Paid..............................................               X                X                X
----------------------------------------------------------------------------------------------------------------
Fees Previously Paid.........................................               X                                 X
----------------------------------------------------------------------------------------------------------------
    Total Transaction Valuation..............................               X
----------------------------------------------------------------------------------------------------------------
    Total Fees Due for Filing................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fees Previously Paid...............................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fee Offsets........................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Net Fee Due..............................................                                                 X
----------------------------------------------------------------------------------------------------------------


                                                         Table 2--Fee Offset Claims and Sources
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                              Fee paid
                                                         Registrant      Form or                     Initial                   Fee offset     with fee
                                                          or filer     filing type   File number   filing date   Filing date     claimed       offset
                                                            name                                                                               source
--------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims.....................................                          X             X             X                           X
--------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources....................................            X             X             X                           X                           X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    C. Additional Filing Fee Provisions.
    See General Instructions II.C and D for additional provisions 
regarding filing fees.
    D. Explanations.
    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to the applicable provisions of Rule 0-11 (Sec.  240.0-11 of 
this chapter). All disclosure these Instructions require that is not 
specifically required to be presented in tabular format must appear in 
narrative format immediately after the table(s) to which it 
corresponds.
    E. Submission Method.
    A filing fee exhibit required to be provided pursuant to this 
paragraph (4) under ``Part II--Information Not Required To Be Sent To 
Shareholders'' must be submitted as required by Rule 408 of Regulation 
S-T (Sec.  232.408 of this chapter).
    2. Table 1: Transaction Valuation Table and Related Disclosure.
    A. Fees to Be Paid and Fees Previously Paid.
    i. Fees to Be Paid.
    Provide the information Table 1 requires for the line item ``Fees 
to Be Paid'' as follows:
    a. Initial Filings.
    For an initial filing on this schedule, provide the required 
information for the total transaction valuation.
    b. Amendments with Then-Current Total Transaction Valuation Higher 
than Highest Total Transaction Valuation Previously Reported. For 
amendments to this schedule that reflect a then-current total 
transaction valuation higher than the highest total transaction 
valuation previously reported, provide the required information for the 
incremental increase.
    ii. Fees Previously Paid.
    Provide the information Table 1 requires for the line item ``Fees 
Previously Paid'' for the prior initial filing or amendment to this 
schedule that reflected a then-current total transaction valuation that 
was the highest total transaction valuation previously reported.
    B. Other Tabular Information.
    Provide the following information in the table for the line items 
``Fees to be Paid'' and ``Fees Previously Paid'':
    i. The transaction valuation computed pursuant to Exchange Act Rule 
0-11;
    ii. The fee rate; and
    iii. The filing fee due without regard to any previous payments or 
offsets.
    C. Totals.
    i. Total Transaction Valuation.
    Provide the sum of the transaction valuations for the line items 
``Fees to be Paid'' and ``Fees Previously Paid.''
    ii. Total Fees Due for Filing.
    Provide the sum of the fees due without regard to any previous 
payments or offsets for the line items ``Fees to be Paid'' and ``Fees 
Previously Paid.''
    iii. Total Fees Previously Paid.
    Provide the aggregate of filing fees previously paid with this 
filing.
    iv. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    v. Net Fee Due.
    Provide the difference between (a) the total fees due for this 
schedule from the Total Fees Due for Filing row; and (b) the sum of (i) 
the aggregate of filing fees previously paid from the Total Fees 
Previously Paid row; and (ii) the aggregate fee offsets claimed from 
the Total Fee Offsets row.
    D. Narrative Disclosure.
    Explain how the transaction valuation was determined.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment

[[Page 70262]]

(pre-effective or post-effective), to a fee-bearing document; or (ii) 
fee-bearing form of prospectus filed under Rule 424 under the 
Securities Act (Sec.  230.424 of this chapter), in all cases that was 
accompanied by a contemporaneous fee payment. For purposes of these 
instructions to Table 2, a contemporaneous fee payment is the payment 
of a required fee that is satisfied through the actual transfer of 
funds, and does not include any amount of a required fee satisfied 
through a claimed fee offset. Instruction 3.B.ii requires a filer that 
claims a fee offset under Rule 0-11(a)(2) to identify previous 
submissions with contemporaneous fee payments that are the original 
source to which the fee offsets claimed on this filing can be traced. 
See Instruction 3.C for an example.
    B. Rule 0-11(a)(2).
    If relying on Rule 0-11(a)(2) to offset some or all of the filing 
fee due on this tender offer statement by amounts paid in connection 
with earlier filings (other than this Schedule 14D-1F) relating to the 
same transaction, provide the following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement or 
Exchange Act document relating to the same transaction from which a fee 
offset is being claimed, provide the information that Table 2 requires 
for the line item ``Fee Offset Claims''. The ``Fee Offset Claimed'' 
column requires the dollar amount of the previously paid filing fee to 
be offset against the currently due fee.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement, 
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 0-11(a)(2), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information that Table 2 requires 
for the line item ``Fee Offset Sources''. The ``Fee Paid with Fee 
Offset Source'' column requires the dollar amount of the 
contemporaneous fee payment made with respect to each identified 
submission that is the source of the fee offset claimed pursuant to 
Rule 0-11(a)(2).
    C. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form S-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form S-1 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form S-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form S-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement related to a 
tender offer on Form S-4 (assigned file number 333-123478) on 1/15/20X7 
with a fee payment of $15,000 and relies on Rule 457(p) to claim an 
offset of $30,000 related to the unsold securities registered on the 
most recently effective Form S-1 (333-123467) filed on 1/15/20X4 and 
apply it to the $45,000 filing fee due.
     Initially files a Schedule TO related to the same tender 
offer on 1/22/20X7 and relies on Rule 0-11(a)(2) to claim an offset of 
$45,000 from the fee paid directly and by offset claimed on the Form S-
4 (333-123478) filed 1/15/20X7 and apply it to the $45,000 filing fee 
due.
    For the Schedule TO filed on 1/22/20X7, the filer can satisfy the 
submission identification requirement when it claims the $45,000 fee 
offset from the Form S-4 (333-123478) filed on 1/15/20X7 by referencing 
any combination of the Form S-4 (333-123478) filed on 1/15/20X7, the 
Form S-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment 
to the Form S-1 (333-123456) filed on 2/15/20X1 or the initial filing 
of the Form S-1 (333-123456) on 1/15/20X1 in relation to which 
contemporaneous fee payments were made equal to $45,000.
    One example could be:
     the Form S-4 (333-123478) filed on 1/15/20X7 in relation 
to the payment of $15,000 made with that submission;
     the Form S-1 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456) 
filed on 2/15/20X1 in relation to the payment of $5,000 out of the 
payment of $15,000 made with that submission (it would not matter if 
the filer cited to this pre-effective amendment and/or the initial 
submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form S-4 (333-
123478) filed on 1/15/20X7 because even though the offset claimed and 
available from that filing was $45,000, the contemporaneous fee payment 
made with that filing ($15,000) was less than the offset being claimed. 
As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee payment(s) of 
$30,000 as the original source(s) to which the rest of the claimed 
offset can be traced.
* * * * *

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

0
39. The general authority citation for part 270 continues to read as 
follows:

    Authority:  15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39, 
and Pub. L. 111-203, sec. 939A, 124 Stat. 1376 (2010), unless 
otherwise noted.
* * * * *

0
40. Effective May 31, 2022, revise Sec.  270.0-8 to read as follows:


Sec.  270.0-8   Payment of filing fees.

    All payment of filing fees shall be made by wire transfer, debit 
card, credit card, or via the Automated Clearing House Network. Payment 
of filing fees required by this section shall be made in accordance 
with the directions set forth in Sec.  202.3a of this chapter.

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
41. The general authority citation for part 274 is revised to read as 
follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 
78n, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, and 80a-37, unless 
otherwise noted.
* * * * *

0
42. Amend Form N-2 (referenced in Sec. Sec.  239.14 and 274.11a-1) by:
0
a. Removing the ``Calculation of Registration Fee'' table and the 
instructions that immediately follow it;
0
b. Revising the paragraphs that immediately follow sub-paragraph A.2.c 
of ``A. Use of Form N-2'' under the General Instructions;
0
c. Revising the Note to General Instruction B of ``B. Automatic Shelf 
Offerings by Well-Known Seasoned Issuers'' under the General 
Instructions;
0
d. Revising ``C. Registration Fees'' under the General Instructions;

[[Page 70263]]

0
e. Revising sub-paragraph 4 of ``E. Amendments'' under the General 
Instructions;
0
f. Revising sub-paragraph 3 of ``G. Documents Composing the 
Registration Statement or Amendment'' under the General Instructions;
0
g. In ``I. Interactive Data Files'' under the General Instructions, 
revising the heading, redesignating sub-paragraph 4 as sub-paragraph 5, 
adding new sub-paragraph 4, and revising newly redesignated sub-
paragraph 5;
0
h. Revising paragraph J of ``J. Registration of Additional Securities'' 
under the General Instructions;
0
i. Revising Item 1.1.e;
0
j. In Item 3, revising the Instruction to Item 3.2;
0
k. In Item 8, revising Instruction 3 to Item 8.6.c;
0
l. Revising Item 10.6 and Instruction 1 to Item 10;
0
m. Revising the introductory text of Item 25.2;
0
n. Adding Item 25.2.s; and
0
o. Revising the General Instructions to Item 25.2.
    The revisions and addition read as follows:

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

United States Securities and Exchange Commission

Washington, DC 20549

Form N-2

Registration Statement Under the Securities Act of 1933 and/or 
Registration Statement Under the Investment Company Act of 1940

* * * * *
    Instructions.
    If the registration statement or amendment is filed under only one 
of the Acts, omit reference to the other Act from the facing sheet. 
Include the ``Approximate Date of Commencement of Proposed Public 
Offering'' only where shares are being registered under the Securities 
Act.
    Fill in the 811-__, 814-__ and 33-__ blanks only if these filing 
numbers (for the Investment Company Act registration and/or the 
Securities Act registration, respectively) have already been assigned 
by the Securities and Exchange Commission (``Commission'').
    Form N-2 is to be used by closed-end management investment 
companies, except small business investment companies licensed as such 
by the United States Small Business Administration, to register under 
the Investment Company Act and to offer their shares under the 
Securities Act. The Commission has designed Form N-2 to provide 
investors with information that will assist them in making a decision 
about investing in an investment company eligible to use the Form. The 
Commission also may use the information provided on Form N-2 in its 
regulatory, disclosure review, inspection, and policy making roles.
    A Registrant is required to disclose the information specified by 
Form N-2, and the Commission will make this information public. A 
Registrant is not required to respond to the collection of information 
contained in Form N-2 unless the Form displays a currently valid Office 
of Management and Budget (``OMB'') control number. Please direct 
comments concerning the accuracy of the information collection burden 
estimate and any suggestions for reducing the burden to Secretary, 
Securities and Exchange Commission, 100 F Street, NE, Washington, DC 
20549. The OMB has reviewed this collection of information under the 
clearance requirements of 44 U.S.C. 3507.
* * * * *

General Instructions

    A. * * *
    2. * * *
    c. * * *
    A registration statement filed pursuant to this instruction shall 
specifically incorporate by reference into the prospectus and Statement 
of Additional Information (``SAI'') all of the materials specified in 
General Instruction F.3, pursuant to the requirements set forth in that 
instruction.
    A Registrant must indicate that the registration statement is being 
filed pursuant to this instruction by checking the appropriate box on 
the facing sheet.
    Note to General Instruction A.2. Attention is directed to the 
General Instructions of Form S-3, including General Instructions II.F 
(Information in Automatic and Non-Automatic Shelf Registration 
Statements), and G (Selling Security Holder Offerings).
* * * * *
    B. * * *
    Note to General Instruction B. Attention is directed to the General 
Instructions of Form S-3, including General Instructions II.F 
(Information in Automatic and Non-Automatic Shelf Registration 
Statements), G (Selling Security Holder Offerings), and IV 
(Registration of Additional Securities and Additional Classes of 
Securities).
* * * * *
    C. Registration Fees
    1. Section 6(b) of the Securities Act and Rule 457 [17 CFR 230.457] 
thereunder set forth the fee requirements under the Securities Act. 
Where securities are being registered on this Form, furnish the filing 
fee exhibit required by Item 25.2.s, unless payment will be provided 
using Form 24F-2 [17 CFR 274.24]. Interval funds, which are required to 
pay registration fees on an annual net basis pursuant to Rule 24f-2 
under the Investment Company Act using Form 24F-2, should not furnish 
the exhibit or provide filing fee disclosure on this Form.
    2. Where securities are being registered on this Form pursuant to 
General Instruction A.2, each post-effective amendment or final 
prospectus filed pursuant to Rule 424(b), in either case filed to 
provide required information about a specific transaction, must include 
in the filing fee exhibit required by Item 25.2.s or Rule 424(g), 
respectively, 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 such 
exhibit that it is a final prospectus for the related offering.
    Note to General Instruction C.2. Attention is directed to the 
General Instructions of Form S-3, including General Instruction II.F 
(Information in Automatic and Non-Automatic Shelf Registration 
Statements).
* * * * *
    E. * * *
    4. A post-effective amendment to a registration statement on this 
Form, or a registration statement filed for the purpose of registering 
additional shares of common stock for which a registration statement 
filed on this Form is effective, filed on behalf of an interval fund or 
a Registrant that makes a continuous offering of securities pursuant to 
Rule 415(a)(1)(ix) under the Securities Act may become effective 
automatically in accordance with Rule 486 under the Securities Act [17 
CFR 230.486], as applicable. In accordance with Rule 429 under the 
Securities Act [17 CFR 230.429], a Registrant filing a new registration 
statement for the purpose of registering additional shares of common 
stock may use a prospectus with respect to the additional shares also 
in connection with the shares covered by earlier registration 
statements if such prospectus includes all of the information which 
would currently be required in a prospectus relating to the securities 
covered by the earlier statements.
* * * * *
    G. * * *
    3. A registration statement or an amendment to it that is filed 
under only

[[Page 70264]]

the Investment Company Act shall consist of the facing sheet of the 
Form, responses to all items of Parts A and B except Items 1, 2, 3.2, 
4, 5, 6, and 7 of Part A, responses to all items of Part C except Items 
25.2.h, 25.2.l, 25.2.n, 25.2.o, and 25.2.s, required signatures, and 
all other documents that are required or which the Registrant may file 
as part of the registration statement.
* * * * *
    I. Interactive Data
* * * * *
    4. The filing fee exhibit required by Item 25.2.s of this Form must 
be submitted to the Commission as required by Rule 408 of Regulation S-
T [17 CFR 232.408].
    5. All interactive data must be submitted in accordance with the 
specifications in the EDGAR Filer Manual, and must be submitted in such 
a manner that--for any information that does not relate to all of the 
classes of a Registrant --will permit each class of the Registrant to 
be separately identified.
* * * * *
    J. Registration of Additional Securities
    With respect to the registration of additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act [17 CFR 
230.462], the Registrant may file a registration statement consisting 
only of the following: The facing page; a statement that the contents 
of the earlier registration statement, identified by file number, are 
incorporated by reference; required opinions, consents, and filing fee-
related information; the signature page; and any price-related 
information omitted from the earlier registration statement in reliance 
on Rule 430A [17 CFR 230.430A] that the Registrant chooses to include 
in the new registration statement. The information contained in such a 
Rule 462(b) registration statement shall be deemed to be part of the 
earlier registration statement as of the date of effectiveness of the 
Rule 462(b) registration statement. Any opinion or consent required in 
such a registration statement may be incorporated by reference from the 
earlier registration statement with respect to the offering, if: (i) 
Such opinion or consent expressly provides for such incorporation; and 
(ii) such opinion relates to the securities registered pursuant to Rule 
462(b). See Rules 411(c), 439(b), and 483(c) under the Securities Act.
* * * * *

Part A--INFORMATION REQUIRED IN A PROSPECTUS

    Item 1. * * *
    1. * * *
    e. the date of the prospectus and the date of the SAI;
* * * * *
    Item 3. * * *
    2. * * *
    Instruction. The synopsis should provide a clear and concise 
description of the key features of the offering and the Registrant, 
with cross-references to relevant disclosures elsewhere in the 
prospectus or SAI.
* * * * *
    Item 8. * * *
    6. * * *
    c. * * *
    Instructions. * * *
    3. A business development company with less than one fiscal year of 
operations should provide its financial statements in the SAI in 
response to Item 24.
* * * * *
    Item 10. * * *
    6. Securities Ratings. If the prospectus relates to senior 
securities of the Registrant that have been assigned a rating by a 
Nationally Recognized Securities Rating Organization (``NRSRO'') and 
the rating is disclosed in the prospectus, briefly discuss the 
significance of the rating, the basis upon which ratings are issued, 
any conditions or guidelines imposed by the NRSRO for the Registrant to 
maintain the rating, and whether or not the Registrant intends, or has 
any contractual obligation, to comply with these conditions or 
guidelines. In addition, disclose the material terms of any agreement 
between the Registrant or any of its affiliates and the NRSRO under 
which the NRSRO provides such rating. If the prospectus relates to 
securities other than senior securities of the Registrant that have 
been assigned a rating by a NRSRO, the information required by this 
paragraph may be provided in the SAI unless the rating criteria will 
materially affect the investment policies of the Registrant (e.g., if 
the rating agency establishes criteria for selection of the 
Registrant's portfolio securities with which the Registrant intends to 
comply), in which case it should be included in the prospectus.
    Instructions.
    1. The term ``Nationally Recognized Securities Rating 
Organization'' has the same meaning as used in Section 3(a)(62) of the 
Exchange Act.
* * * * *

Part C--Other Information

    Item 25. Financial Statements and Exhibits
* * * * *
    2. Exhibits.
    Subject to General Instructions C (Registration Fees), F 
(Incorporation by Reference), and I (Interactive Data) of this Form, 
and Rule 483 under the Securities Act [17 CFR 230.483], file the 
exhibits listed below as part of the registration statement. Letter or 
number the exhibits in the sequence indicated, unless otherwise 
required by Rule 483. Reflect any exhibit incorporated by reference in 
the list below and identify the previously filed document containing 
the incorporated material.
* * * * *
    s. Where securities are being registered under the Securities Act 
on this Form, furnish the following information, in substantially the 
tabular form indicated, as to each type and class of securities being 
registered. Provided, however, that if this is an exhibit to a post-
effective amendment and the only disclosure presented is pursuant to 
General Instruction C.2 of this Form and Instruction 1.D below, the 
disclosure must be in solely narrative rather than substantially 
tabular form.
    Note. Interval funds, which must pay registration fees using Form 
24F-2, are not required to respond to this Item.

Calculation of Filing Fee Tables

-----------------------------------------------------------------------

(Form Type)

-----------------------------------------------------------------------

(Exact Name of Registrant as Specified in its Charter)

[[Page 70265]]



                                                                     Table 1--Newly Registered and Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                      Filing fee
                                                                                                                                                                                      previously
                                                                                   Fee                   Proposed                                                           Carry      paid in
                                                                     Security  calculation                maximum     Maximum            Amount of     Carry     Carry     forward    connection
                                                          Security    class      or carry     Amount     offering    aggregate   Fee   registration   forward   forward    initial   with unsold
                                                            type      title      forward    registered   price per   offering    rate       fee        form      file     effective   securities
                                                                                   rule                    unit        price                           type     number      date        to be
                                                                                                                                                                                       carried
                                                                                                                                                                                       forward
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Newly Registered Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees to Be Paid........................................         X          X            X           X           X           X      X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees Previously Paid...................................         X          X            X           X           X           X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                    Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Carry Forward Securities...............................         X          X            X           X                       X                              X         X           X            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                     Total Offering Amounts                                 X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                   Total Fees Previously Paid                                                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                       Total Fee Offsets                                                         X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                          Net Fee Due                                                            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                                             Table 2--Fee Offset Claims and Sources
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                          Unsold
                                                                                                                               Security      Security       Unsold       aggregate
                                                                                                                                 type          title      securities     offering      Fee paid
                                                        Registrant    Form or     File     Initial    Filing    Fee offset    associated    associated    associated      amount       with fee
                                                         or filer     filing     number     filing     date       claimed      with fee      with fee      with fee     associated      offset
                                                           name        type                  date                               offset        offset        offset       with fee       source
                                                                                                                                claimed       claimed       claimed       offset
                                                                                                                                                                          claimed
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Rules 457(b) and 0-11(a)(2)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................                      X          X          X                       X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                           Rule 457(p)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................            X         X          X          X                       X             X             X             X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                  X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                             Table 3--Combined Prospectuses
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                             Maximum aggregate offering
    Security type        Security class         Amount of securities       price of securities previously    Form type     File number       Initial
                             title              previously registered                registered                                           effective date
--------------------------------------------------------------------------------------------------------------------------------------------------------
                X                    X                               X                               X             X               X                X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related 
Disclosure:
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be 
disclosed, as applicable, in tabular format. Add as many rows of each 
table as necessary.
    B. Security Types.
    i. For securities that are initially being registered, choose a 
security type permitted to be registered on this Form from the 
following list of security types to respond to the applicable table 
requirement:
    a. Asset-Backed Securities;
    b. Debt;
    c. Debt Convertible into Equity;
    d. Equity;
    e. Exchange-Traded Vehicle Securities;
    f. Face Amount Certificates;
    g. Limited Partnership Interests;
    h. Mortgage Backed Securities;
    i. Non-Convertible Debt;
    j. Other; and
    k. Unallocated (Universal) Shelf.
    ii. When a table requires both security type and title of each 
class of securities, choose a security type from the list in 
Instruction 1.B.i and provide this information for each unique 
combination of security type and title of each class of securities. For 
example, it would be appropriate to provide the following on separate 
lines of Table 1:

Equity--Class A Preferred Shares
Equity--Class B Preferred Shares

    C. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    D. Maximum Aggregate Amounts and Offering Prices in Connection with 
Post-Effective Amendments.
    If required by General Instruction C.2 of this Form, provide in 
narrative format the maximum aggregate amount or maximum aggregate 
offering price of the securities to which the post-effective amendment 
relates. With respect to final

[[Page 70266]]

prospectuses, see Rule 424(g)(2) under the Securities Act [17 CFR 
230.424(g)(2].
    E. Explanations.
    If not otherwise explained in response to these instructions, 
disclose specific details relating to the fee calculation as necessary 
to clarify the information presented in each table, including 
references to the provisions of Rule 457 under the Securities Act [17 
CFR 230.457] and any other rule being relied upon. All disclosure these 
instructions require that is not specifically required to be presented 
in tabular format must appear in narrative format immediately after the 
table(s) to which it corresponds, except the narrative disclosure 
referenced in Instruction 1.D must appear directly beneath the heading 
of this exhibit if the exhibit does not otherwise require a table.
    2. Table 1: Newly Registered and Carry Forward Securities Table and 
Related Disclosure.
    A. Newly Registered Securities.
    For securities that are initially being registered on this Form, 
provide the following information.
    i. Fees to Be Paid and Fees Previously Paid.
    a. Fees to Be Paid.
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees to Be Paid'' for 
securities to be registered for which filing fees have not already been 
paid in connection with the initial filing of this Form or a pre-
effective amendment.
    b. Fees Previously Paid
    Provide the information Table 1 requires under the heading ``Newly 
Registered Securities'' for the line item ``Fees Previously Paid'' for 
securities to be registered for which filing fees have already been 
paid in connection with the initial filing of this Form or a pre-
effective amendment.
    ii. Fee Calculation or Carry Forward Rules.
    a. Rule 457(a).
    For a fee calculated as specified in Rule 457(a) under the 
Securities Act [17 CFR 230.457(a)], enter ``457(a)''.
    b. Rule 457(o).
    If relying on Rule 457(o) under the Securities Act [17 CFR 
230.457(o)] to register securities on this Form by maximum aggregate 
offering price, enter ``457(o)''. A Registrant may omit from any such 
row the Amount Registered and the Proposed Maximum Offering Price Per 
Unit.
    c. Rule 457(r).
    If relying on Rule 456(b) and Rule 457(r) under the Securities Act 
[17 CFR 230.456(b) and 230.457(r)] to defer a fee, enter ``457(r)'' and 
see Instruction 2.A.iii.c.
    d. Other.
    If relying on a rule other than Rule 457(a), (o), or (r), enter 
``Other''.
    iii. Other Tabular Information.
    a. Provide the following information in the table for each unique 
combination of security type and title of each class of securities to 
be registered as applicable, except as otherwise provided by 
Instruction 2.A.iii.b or c:
    1. The security type of the class of securities to be registered;
    2. The title of the class of securities to be registered;
    3. The amount of securities being registered expressed in terms of 
the number of securities, proposed maximum offering price per unit and 
resulting proposed maximum aggregate offering price, or, if the related 
filing fee is calculated in reliance on Rule 457(o), the proposed 
maximum aggregate offering price;
    4. The fee rate; and
    5. The registration fee.
    b. When registering two or more classes of securities pursuant to 
General Instruction A.2 of this Form for an offering pursuant to Rule 
415(a)(1)(x) under the Securities Act [17 CFR 230.415(a)(1)(x)] and 
where this Form is not filed by a Well-Known Seasoned Issuer that 
elects to defer payment of fees as permitted by Rule 456(b), Rule 
457(o) permits the calculation of the registration fee to be based on 
the maximum aggregate offering price of all the newly registered 
securities listed in Table 1. In this event, Table 1 must list each of 
the classes of securities being registered, in tandem with its security 
type, but may omit the proposed maximum aggregate offering price for 
each class. Following that list, Table 1 must list the security type 
``Unallocated (Universal) Shelf'' and state the maximum aggregate 
offering price for all of the classes of securities on a combined 
basis.
    c. A Well-Known Seasoned Issuer registering securities on an 
automatic shelf registration statement pursuant to General Instruction 
A.2 of this Form may, at its option, defer payment of registration fees 
as permitted by Rule 456(b). If a Registrant elects to pay all or any 
portion of the registration fees on a deferred basis, Table 1 in the 
initial filing must cite Rule 457(r), as required by Instruction 
2.A.ii.c, and identify the classes of securities being registered, in 
tandem with their respective security types, and the Registrant must 
state, in response to this instruction, that it elects to rely on 
Securities Act Rules 456(b) and 457(r), but Table 1 does not need to 
specify any other information with respect to those classes of 
securities. When the Registrant files a post-effective amendment or a 
prospectus in accordance with Rule 456(b)(1)(ii) to pay a deferred fee, 
the amended Table 1 must specify either the dollar amount of securities 
being registered if paid in advance of or in connection with an 
offering or offerings or the aggregate offering price for all classes 
of securities in the referenced offering or offerings and the 
applicable registration fee, which shall be calculated based on the fee 
payment rate in effect on the date of the fee payment.
    iv. Pre-Effective Amendments.
    If a pre-effective amendment is filed 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, a registrant that did not 
rely on Rule 457(o) to calculate the filing fee due for the initial 
filing or latest pre-effective amendment to such filing may recalculate 
the total filing fee due for the registration statement in its entirety 
and claim an offset pursuant to Rule 457(b) in the amount of the filing 
fee previously paid in connection with the registration statement. This 
recalculation procedure is not available, however, if a pre-effective 
amendment is filed only to increase the amount of securities of one or 
more registered classes or add one or more new classes. A pre-effective 
amendment that uses this recalculation procedure must include the 
revised offering amounts as securities to be registered for which 
filing fees have not already been paid in connection with the initial 
filing of this Form or a pre-effective amendment for purposes of Table 
1. A Registrant that uses this recalculation procedure must separately 
disclose that it is using it and expressly reference this Instruction 
2.A.iv.
    B. Carry Forward Securities.
    If relying on Rule 415(a)(6) under the Securities Act [17 CFR 
230.415(a)(6)] to carry forward to this registration statement unsold 
securities from an earlier registration statement, enter ``415(a)(6)'' 
in the table and provide, in a separate row for each registration 
statement from which securities are to be carried forward, and for each 
unique combination of security type and title of each class of 
securities to be carried forward, the following information:
    i. The security type of the class of securities to be carried 
forward;
    ii. The title of the class of securities to be carried forward;
    iii. The amount of securities being carried forward expressed in 
terms of the number of securities (under the column heading ``Amount 
Registered'') and the amount of the maximum

[[Page 70267]]

aggregate offering price, as specified in the fee table of the earlier 
filing, associated with those securities (under the column heading 
``Maximum Aggregate Offering Price'') or, if the related filing fee was 
calculated in reliance on Rule 457(o), the amount of securities carried 
forward expressed in terms of the maximum aggregate offering price 
(under the column heading ``Maximum Aggregate Offering Price'');
    iv. The form type, file number, and initial effective date of the 
earlier registration statement from which the securities are to be 
carried forward; and
    v. The filing fee previously paid in connection with the 
registration of the securities to be carried forward.
    C. Totals.
    vi. Total Offering Amounts.
    Provide the sum of the maximum aggregate offering price for both 
the newly registered and carry forward securities and the aggregate 
registration fee for the newly registered securities.
    vii. Total Fees Previously Paid.
    Provide the aggregate of registration fees previously paid for the 
newly registered securities.
    viii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table 
2 pursuant to Instruction 3.
    ix. Net Fee Due.
    Provide the difference between (a) the aggregate registration fee 
for the newly registered securities from the Total Offering Amounts 
row; and (b) the sum of (i) the aggregate of registration fees 
previously paid for the newly registered securities from the Total Fees 
Previously Paid row; and (ii) the aggregate fee offsets claimed from 
the Total Fee Offsets row.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term 
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities 
Act [17 CFR 230.424], in all cases that was accompanied by a 
contemporaneous fee payment. For purposes of these instructions to 
Table 2, a contemporaneous fee payment is the payment of a required fee 
that is satisfied through the actual transfer of funds, and does not 
include any amount of a required fee satisfied through a claimed fee 
offset. Instructions 3.B.ii and 3.C.ii require a filer that claims a 
fee offset under Rule 457(b) or (p) under the Securities Act [17 CFR 
230.457(b) or (p)] or Rule 0-11(a)(2) under the Exchange Act [17 CFR 
240.0-11(a)(2)] to identify previous submissions with contemporaneous 
fee payments that are the original source to which the fee offsets 
claimed on this filing can be traced. See Instruction 3.D for an 
example.
    B. Rules 457(b) and 0-11(a)(2).
    If relying on Rule 457(b) or Rule 0-11(a)(2) to offset some or all 
of the filing fee due on this registration statement by amounts paid in 
connection with earlier filings (other than this Form N-2, unless 
pursuant to Instruction 2.A.iv) relating to the same transaction, 
provide the following information:
    i. Fee Offset Claims.
    For each earlier filed Securities Act registration statement or 
Exchange Act document relating to the same transaction from which a fee 
offset is being claimed, provide the information that Table 2 requires 
under the heading ``Rules 457(b) and 0-11(a)(2)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Note to Instruction 3.B.i. If claiming an offset from a Securities 
Act registration statement, provide a detailed explanation of the basis 
for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(b) or 
Rule 0-11(a)(2), identify those submissions with contemporaneous fee 
payments that are the original source to which those amounts can be 
traced. For each submission identified, provide the information that 
Table 2 requires under the heading ``Rules 457(b) and 0-11(a)(2)'' for 
the line item ``Fee Offset Sources''. The ``Fee Paid with Fee Offset 
Source'' column requires the dollar amount of the contemporaneous fee 
payment made with respect to each identified submission that is the 
source of the fee offset claimed pursuant to Rule 457(b) or 0-11(a)(2).
    C. Rule 457(p).
    If relying on Rule 457(p) to offset some or all of the filing fee 
due on this registration statement with the filing fee previously paid 
for unsold securities under an earlier filed registration statement, 
provide the following information:
    i. Fee Offset Claims.
    For each such earlier filed registration statement from which the 
Registrant is claiming a filing fee offset provide the information 
Table 2 requires under the heading ``Rule 457(p)'' for the line item 
``Fee Offset Claims''. The ``Fee Offset Claimed'' column requires the 
dollar amount of the previously paid filing fee to be offset against 
the currently due fee.
    Notes to Instruction 3.C.i.
    1. Provide a statement that the Registrant has either withdrawn 
each prior registration statement or has terminated or completed any 
offering that included the unsold securities under the prior 
registration statements.
    2. If the Registrant was not the registrant under the earlier 
registration statements, entering information under the heading ``Rule 
457(p)'' pursuant to Instruction 3.C.i affirms that the Registrant is 
that registrant's successor, majority-owned subsidiary, or parent 
owning more than 50% of the registrant's outstanding voting securities 
eligible to claim a filing fee offset. See the definitions of 
``successor'' and ``majority-owned subsidiary'' in Rule 405 under the 
Securities Act [17 CFR 230.405].
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under Rule 457(p), 
identify those submissions with contemporaneous fee payments that are 
the original source to which those amounts can be traced. For each 
submission identified, provide the information Table 2 requires under 
the heading ``Rule 457(p)'' for the line item ``Fee Offset Sources''. 
The ``Fee Paid with Fee Offset Source'' column requires the dollar 
amount of the contemporaneous fee payment made with respect to each 
identified submission that is the source of the fee offset claimed 
pursuant to Rule 457(p).
    D. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form N-2 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of 
$10,000;
     Files pre-effective amendment number 1 to the Form N-2 
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the 
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form N-2 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 
and relies on Rule 457(p) to claim an offset of $10,000 related to the 
unsold securities registered on the previously filed Form N-2 (333-
123456) and apply it to the $35,000 filing fee due and the registration 
statement goes effective on 2/15/20X4.
     Initially files a registration statement on Form N-2 
(assigned file number 333-123478) on 1/15/20X7 with a fee payment of 
$15,000 and relies on Rule 457(p) to claim an offset of $30,000 related 
to the unsold securities

[[Page 70268]]

registered on the most recently effective Form N-2 (333-123467) filed 
on 1/15/20X4 and apply it to the $45,000 filing fee due.
    For the registration statement on Form N-2 with file number 333-
123478 filed on 1/15/20X7, the filer can satisfy the submission 
identification requirement when it claims the $30,000 fee offset from 
the Form N-2 (333-123467) filed on 1/15/20X4 by referencing any 
combination of the Form N-2 (333-123467) filed on 1/15/20X4, the pre-
effective amendment to the Form N-2 (333-123456) filed on 2/15/20X1 or 
the initial filing of the Form N-2 (333-123456) on 1/15/20X1 in 
relation to which contemporaneous fee payments were made equal to 
$30,000.
    One example could be:
     The Form N-2 (333-123467) filed on 1/15/20X4 in relation 
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the filing of the Form N-2 
(333-123456) on 2/15/20X1 in relation to the payment of $5,000 out of 
the payment of $15,000 made with that submission (it would not matter 
if the filer cited to this pre-effective amendment and/or the initial 
submission of this Form N-2 (333-123456) on 1/15/20X1 as long as singly 
or together they were cited as relating to a total of $5,000 in this 
example).
    In this example, the filer could not satisfy the submission 
identification requirement solely by citing to the Form N-2 (333-
123467) filed on 1/15/20X4 because even though the offset claimed and 
available from that filing was $30,000, the contemporaneous fee payment 
made with that filing ($25,000) was less than the offset being claimed. 
As a result, the filer must also identify a prior submission or 
submissions with an aggregate of contemporaneous fee payment(s) of 
$5,000 as the original source(s) to which the rest of the claimed 
offset can be traced.
    4. Table 3: Combined Prospectuses.
    If this Form includes a combined prospectus pursuant to Rule 429 
under the Securities Act [17 CFR 230.429], provide the information that 
Table 3 requires for each earlier effective registration statement that 
registered securities that may be offered and sold using the combined 
prospectus. Include a separate row for each unique combination of 
security type and title of each class of those securities. The amount 
of securities previously registered that may be offered and sold using 
the combined prospectus must be expressed in terms of the number of 
securities (under column heading ``Amount of Securities Previously 
Registered''), or, if the related filing fee was calculated in reliance 
on Rule 457(o), must be expressed in terms of the maximum aggregate 
offering price (under column heading ``Maximum Aggregate Offering Price 
of Securities Previously Registered'')''.
    Note to Instruction 4. Table 1 should not include the securities 
registered on an earlier effective registration statement that may be 
offered and sold using the combined prospectus under Rule 429.
* * * * *
    General Instructions.
    1. Subject to the rules on incorporation by reference and 
Instruction 2 below, the foregoing exhibits shall be filed as a part of 
the registration statement. Exhibits required by paragraphs 2.h, 2.l, 
2.n, 2.o, and 2.s above need to be filed only as part of a Securities 
Act registration statement. Exhibits shall be appropriately lettered or 
numbered for convenient reference. Exhibits incorporated by reference 
may bear the designation given in a previous filing. Where exhibits are 
incorporated by reference, the reference shall be made in the list of 
exhibits. The reference shall include the form, file number and date of 
the previous filing, and the exhibit number (i.e., exhibit 2.a, 2.b, 
etc.) under which the exhibit was previously filed.
    2. Unless required pursuant to General Instruction C of this Form, 
a Registrant need not file an exhibit as part of a post-effective 
amendment, if the exhibit has been filed in the Registrant's initial 
registration statement or in a previous post-effective amendment, 
unless there has been a change in the exhibit, or unless the exhibit is 
a copy of a consent required by Section 7 of the Securities Act or is a 
financial statement omitted from Items 8.6 or 24. The reference to this 
exhibit shall include the number of the previous filing (e.g., pre-
effective amendment No. 1) where such exhibit was filed.
    3. Unless required pursuant to General Instruction C of this Form, 
if an exhibit to a registration statement (other than an opinion or 
consent), filed in preliminary form, has been changed (1) only to 
insert information as to interest, dividend or conversion rates, 
redemption or conversion prices, purchase or offering prices, 
underwriters' or dealers' commissions, names, addresses or 
participation of underwriters or similar matters, which information 
appears elsewhere in an amendment to the registration statement or a 
prospectus filed pursuant to Rule 424(b) under the Securities Act or 
(2) to correct typographical errors, insert signatures or make other 
similar immaterial changes, then, notwithstanding any contrary 
requirement of any rule or form, the Registrant need not refile the 
exhibit as so amended. Any incomplete exhibit may not, however, be 
incorporated by reference into any subsequent filing under any Act 
administered by the Commission. If an exhibit required to be executed 
(e.g., an underwriting agreement) is filed in final form, a copy of an 
executed copy shall be filed.
    4. Schedules (or similar attachments) to the exhibits required by 
this Item are not required to be filed provided that they do not 
contain information material to an investment or voting decision and 
that information is not otherwise disclosed in the exhibit or the 
disclosure document. Each exhibit filed must contain a list briefly 
identifying the contents of all omitted schedules. Registrants need not 
prepare a separate list of omitted information if such information is 
already included within the exhibit in a manner that conveys the 
subject matter of the omitted schedules and attachments. In addition, 
the Registrant must provide a copy of any omitted schedule to the 
Commission or its staff upon request.
    5. The Registrant may redact information from exhibits required to 
be filed by this Item if disclosure of such information would 
constitute a clearly unwarranted invasion of personal privacy (e.g., 
disclosure of bank account numbers, social security numbers, home 
addresses and similar information).

0
43. Amend Form 24F-2 (referenced in Sec.  274.24 of this chapter) by:
0
a. Removing Item 9; and
0
b. Redesignating Item 10 as Item 9 and revising newly redesignated Item 
9; and
0
c. Revising Instruction E.
    The revisions read as follows:

    Note:  The text of Form 24F-2 does not, and this amendment will 
not, appear in the Code of Federal Regulations.


[[Page 70269]]



FORM 24F-2

Annual Notice of Securities Sold Pursuant to Rule 24f-2

* * * * *
    9. Explanatory Notes (if any): The issuer may provide any 
information it believes would be helpful in understanding the 
information reported in response to any item of this Form. To the 
extent responses relate to a particular item, provide the item 
number(s), as applicable.
* * * * *

Instructions

* * * * *
E. Signature
    The Form must be signed on behalf of the issuer by an authorized 
officer of the issuer. See rule 302 of Regulation S-T [17 CFR 232.302] 
regarding signatures on forms filed electronically.
* * * * *

    By the Commission.

    Dated: October 13, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-22756 Filed 12-8-21; 8:45 am]
BILLING CODE 8011-01-P


