reasonable amount of time to implement Inline XBRL for tagging this
limited subset of fee-related information.
---------------------------------------------------------------------------

    \125\ Large accelerated filers would be subject to the fee
tagging requirements for filings submitted on or after 1.5 years
after the requirements' effectiveness; accelerated filers-for
filings submitted on or after 2.5 years after the requirements'
effectiveness; and all other filers, including non-accelerated
filers, BDCs, and registered investment companies subject to the
proposed amendments-for filings submitted 3.5 years after the
requirements' effectiveness.
---------------------------------------------------------------------------

2. Updating Payment Options
    The proposed amendments would permit the use of ACH payments, which
would provide filers with an additional option for the electronic
deposit of funds. We expect that the introduction of the ACH option
would be beneficial to filers since this new electronic payment option
does not require filers to pay a processing fee. We also propose to
eliminate the option to pay filing fees via paper checks and money
orders.
    Although the vast majority of filers (99 percent) currently use
wire transfers rather than checks or money orders to make fee payments,
we recognize that eliminating checks and money orders as an option for
the payment of filing fees may impose an incremental burden on certain
filers. However, such burden would be mitigated by the proposed option
to use ACH. Thus, filers that currently use paper checks or money
orders for cost savings would be able to switch to ACH payments and
likely would not experience an increase in burden resulting from the
elimination of paper checks and money orders. By contrast, filers who
use paper checks or money orders for a different reason (e.g., a lack
of familiarity with electronic payments) could incur a cost to switch
to an electronic payment option. Conversely, some of the 99 percent of
filers who currently use wire transfer may do so because they prefer to
use an electronic means of payment, and wire transfer is the sole
permitted electronic payment method. Some of these filers may prefer to
use ACH (whether for cost savings or otherwise), and thus would benefit
from the proposed option to use ACH.
    In addition, the proposed ACH option may save filer resources
through a reduction in payment posting errors, compared to the current
options. An ACH payment would be submitted along with the filer's
properly formatted CIK number to ensure that the deposit posts to the
correct account. This would reduce the necessity for manual re-routing
of fee payments by Commission staff, which currently must be done with
respect to 10 percent of all filing fee payments. Since the ACH option
would reduce the risk of payments not being posted promptly to their
accounts, filers may be able to spend fewer resources to check their
accounts after initiating a payment to the Commission.
3. Fee Offset Amendments
    We propose to permit filers to reallocate previously paid fees
across security classes in case they seek to increase the amount of
securities of one class and decrease the amount of securities of
another class pursuant to the same registration statement.
Specifically, the filers that have not relied on Rule 457(o) to
calculate a required filing fee may calculate the total fee due based
on the then-current expected offering amounts, offering prices, and fee
rates and rely on Rule 457(b) to apply the previously paid fees against
the total fee due. Currently, filers seeking to increase the amount of
one class and decrease another may have to pay additional fees based on
any increased offering amount for the first class even though they may
have overpaid for the decreased offering amount of the second class.
Filers should benefit from the additional flexibility to reallocate
previously paid fees across security classes.
    As discussed above,\126\ this proposed provision codifies existing
staff guidance on pre-effective reallocation of previously paid fees
across security classes. Thus, the economic effects of the proposed
provision are reduced to the extent that some filers may already take
advantage of pre-effective reallocation of fees under the existing
guidance. However, codification of guidance with respect to pre-
effective reallocation might reduce the uncertainty some filers may
have given the reallocation position's status as staff guidance.
---------------------------------------------------------------------------

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

    The proposed amendments also would require filers to disclose
several additional items in connection with claiming a fee offset under
Rule 457(p), including the amount of unsold securities or unsold
aggregate offering amount from the prior registration statement
associated with the claimed offset and a statement that the registrant
has withdrawn the prior registration statement or terminated or
completed any offering that included the unsold securities associated
with the claimed offset under the earlier registration statement. As
this information is already required to determine the filer's
eligibility for the offset (and can otherwise be inferred from other
public disclosures), we believe that any new cost for filers from this
disclosure requirement would be minimal.
4. Anticipated Effects on Efficiency, Competition, and Capital
Formation
    Structuring fee-related information in the Inline XBRL format would
enable greater automation of fee calculation and verification. This
would result in a more efficient filing and payment

process, saving filer resources and in turn benefiting their investors.
In addition, by saving staff time and resources and increasing the
accuracy of filing fee payments, the proposal is also expected to
facilitate the Commission's exercise of its regulatory functions
associated with fee-bearing filings.
    To the extent that the requirements under the proposed amendments
impose incremental costs on some filers, such filers might be at an
incremental competitive disadvantage, and their investors could
potentially be adversely affected. However, because the significant
majority (97 percent) of filers subject to the proposed amendments
would already be subject to requirements to structure other disclosures
in Inline XBRL format and would therefore likely have incurred costs to
implement process and technology changes required to prepare Inline
XBRL disclosures, we do not believe that the proposed amendments would
result in significant competitive effects on smaller filers or adverse
effects on their investors.
    Updating payment options to introduce ACH and eliminate paper
checks and money orders could increase the efficiency of processing of
fee-related payments and reduce the burden of tracking payments for
filers.
    Finally, providing flexibility in reallocating previously paid fees
across classes of securities should increase efficiency and lower
registration costs and could potentially encourage capital formation
through registered offerings among eligible registrants.

C. Reasonable Alternatives

    The proposed amendments require certain fee-related information to
be disclosed in the Inline XBRL format in most fee-bearing forms.
Alternatively, we could have proposed requiring the structuring of fee-
related information for only a subset of filers or smaller subset of
forms. Compared to the proposed amendments, allowing fee-related
information to be structured on a voluntary basis or for only a subset
of filers or smaller subset of forms would lower costs for those filers
that do not find submitting such information in a structured format to
be cost-efficient or who would not be subject to the amendments.
    However, a voluntary program or one that captures only a subset of
affected filers or smaller subset of forms would also reduce potential
data accuracy and efficiency benefits compared to the mandatory use of
the structured format for affected fee-bearing filings. In particular,
a voluntary program would decrease the validation of fee-related
information, thereby likely increasing the incidence of errors in fee-
related information and submitted payments and the time and cost for
filers, as well as Commission staff.
    We are proposing to require the use of the Inline XBRL format for
fee-related information in all affected forms. As an alternative to
Inline XBRL, we could propose that fee-related disclosures in all or
some affected forms appear in a separate XML or XBRL attachment, in
addition to appearing in the body of the filing. With respect to XBRL,
most filers who are or would otherwise be subject to Inline XBRL
requirements prior to the compliance dates of the proposed amendments
have previously been subject to XBRL requirements and have therefore
likely developed familiarity with structuring disclosures in XBRL
format. However, compared to XBRL, the Inline XBRL format is expected
to reduce the time and effort associated with preparing filings and
simplify the review process for filers.\127\
---------------------------------------------------------------------------

    \127\ See Inline XBRL Release, supra note 17.
---------------------------------------------------------------------------

    Compared to the proposed requirement to use Inline XBRL, the
alternative of requiring fee-related information in all affected forms
to be structured in an XML attachment could result in lower costs for
filers that do not presently use Inline XBRL or any structured format
for any disclosures. However, unlike under the proposed amendments,
these filers would be entering the data twice: Once in a structured
form, once in the body of the disclosure. Given the importance of the
accuracy of the fee-related information required to be structured and
its consistency throughout a filing, we believe the benefits from the
use of Inline XBRL would justify any potential incremental costs
compared to XML for those filers. Furthermore, for the significant
majority of filers that would already be required to use Inline XBRL as
part of complying with other structured disclosure requirements, the
alternative of requiring a different format for structuring fee-related
filings could result in inefficiencies and costs.
    The proposed amendments would require filers to structure fee-
related information using the Inline XBRL format in most, but not all,
fee-bearing filings. As an alternative, we could have proposed to
require all filers with fee-bearing filings to structure fee-related
information using the Inline XBRL format.\128\ Filers that are not
otherwise required to file other disclosures in Inline XBRL would incur
greater initial costs to adopt Inline XBRL. However, over time, such
filers may realize greater efficiencies from filing in Inline XBRL.
Because Inline XBRL is both machine-readable and human-readable, filers
would have greater ease of reviewing the filing. They may more easily
identify errors and submit a correct filing, rather than spend time
after submission to reconcile and submit amendments and amended fees.
In addition, filers may also realize efficiencies from automating some
of their internal processes because Inline XBRL is machine-readable. In
addition, to the extent that data users access fee information across
all forms, or across some of the forms not proposed to be filed in
Inline XBRL, this alternative would yield greater benefits in making
the fee data available to such users so that it can be instantly
aggregated, compared, and analyzed.
---------------------------------------------------------------------------

    \128\ Forms SF-1, SF-3, S-20, F-6, F-7, F-8, and F-80 under the
Securities Act and foreign government registration statements filed
pursuant to Schedule B of the Securities Act are fee-bearing filings
that would not be subject to the proposed amendments. See supra
Section II.A.4.
---------------------------------------------------------------------------

    However, those fee-bearing filings that are outside the scope of
the proposed amendments are either filed relatively rarely or are filed
by filers that may not otherwise be subject to Inline XBRL requirements
and thus would incur relatively higher incremental costs under this
alternative (e.g., foreign government registration statements filed
pursuant to Schedule B of the Securities Act).
    As another alternative, we could narrow the scope of filings
subject to the proposed amendments so as to include only those fee-
bearing filings which are filed exclusively by entities that are or
would otherwise become subject to Inline XBRL requirements with respect
to other filings.\129\ This alternative would further reduce filer
costs associated with the amendments. However, these cost savings are
likely to be minimal. Further, this alternative would limit the
magnitude of the benefits for filers and other market participants that
would result from the rule as currently proposed.
---------------------------------------------------------------------------

    \129\ The filings would be Forms S-1, S-3, S-4, S-8, S-11, F-1,
F-3, F-4, and F-10, prospectuses filed under Rule 424(b), and
statements filed under Rule 13e-1. We recognize that, in some
instances, a non-reporting filer will initially file one of these
forms (and thus would be required to structure fee-related
information under the proposed amendments), but the form may not
always be declared effective (thus the filer might not incur any
other Inline XBRL structuring obligations). In addition, as noted
above, a small number--fewer than 10--foreign issuers that prepare
their financial statements in accordance with an accounting standard
other than U.S. GAAP or IFRS as issued by the IASB would not
otherwise be subject to any XBRL requirements.
---------------------------------------------------------------------------

    The proposed amendments would have a phased compliance schedule for
the requirements to tag fee-related information. As an alternative, we
could

employ a single compliance date or either accelerate or postpone
compliance for particular filer categories or form types. Compared to
the proposed compliance schedule, accelerating (postponing) compliance
would provide filers less (more) time to implement Inline XBRL for
tagging fee-related information and accelerate (postpone) the benefits
of tagging fee-related information for users of this data. In
particular, accelerating the compliance date schedule so as to require
the tagging of fee-related information before most filers of affected
forms have been required to tag financial statement and cover page
information in Inline XBRL might result in additional transition
challenges for those filers.

D. Request for Comment

    We request comment on all aspects of our economic analysis of the
proposed amendments. We request comment from the point of view of
filers, investors, and other market participants. We are interested in
comments on the analyses of the costs and benefits and any effects the
proposed amendments may have on efficiency, competition, and capital
formation. We also request comment on the reasonable alternatives
presented in this release as well as any additional alternatives to the
proposed amendments that should be considered. We appreciate any data
or analysis that may help quantify the potential economic effects,
including the costs and benefits. In particular, we request comments as
well as data or analyses regarding the following questions:
    41. How much would it cost filers to structure the fee-related
information, as proposed? What are the benefits of structuring these
disclosures for filers and investors? What are the benefits and costs
of structuring fee-related disclosures in additional types of fee-
bearing forms, such as forms filed by ABS issuers?
    42. What are the costs and benefits of structuring fee-related
disclosures in Inline XBRL format, as proposed? How do those costs and
benefits vary depending on whether the filer is smaller or already
required to make other disclosures using Inline XBRL?
    43. Should fee-related disclosures in forms with proposed Inline
XBRL requirements be structured in a different format? What would be
the costs and benefits of any alternative formats?
    44. Some of the fee-related information proposed to be structured
in the body of fee-bearing filings is not currently required to be
disclosed. What are the costs and benefits to filers of this proposed
requirement?
    45. Does the proposed compliance date schedule provide filers
sufficient time to comply with the requirement to structure fee-related
information?
    46. What are the costs and benefits of the proposed changes to the
payment options, including the introduction of ACH and the elimination
of the paper check and money order payment options? In particular, what
is the time/cost burden to set up an ACH payment? Would filers switch
from wire transfer to ACH and why?
    47. Would filers benefit from the proposed additional flexibility
in reallocating previously paid fees across security classes?

IV. Paperwork Reduction Act

A. Background

    Certain provisions of our rules, schedules, and forms that would be
affected by the proposed amendments contain ``collection of
information'' requirements within the meaning of the Paperwork
Reduction Act of 1995 (``PRA'').\130\ The Commission is submitting the
proposed amendments to the Office of Management and Budget (``OMB'')
for review in accordance with the PRA.\131\ The hours and costs
associated with preparing, filing, and sending the schedules and forms
constitute reporting and cost burdens imposed by each collection of
information. An agency may not conduct or sponsor, and a person is not
required to comply with, a collection of information unless it displays
a currently valid OMB control number. Compliance with the information
collections is mandatory. Responses to the information collections are
not kept confidential and there is no mandatory retention period for
the information disclosed. The titles for the collections of
information are:
---------------------------------------------------------------------------

    \130\ 44 U.S.C. 3501 et seq.
    \131\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.
---------------------------------------------------------------------------

    1. Regulation S-K (OMB Control No. 3235-0071); \132\
---------------------------------------------------------------------------

    \132\ The paperwork burdens for Regulation S-K, Regulation S-T
and Regulation C are imposed through the forms, schedules and
reports that are subject to the requirements in these regulations
and are reflected in the analysis of those documents. To avoid a PRA
inventory reflecting duplicative burdens and for administrative
convenience, we assign a one-hour burden to Regulations S-K, S-T and
C.
---------------------------------------------------------------------------

    2. Regulation S-T (OMB Control No. 3235-0424);
    3. Regulation C (OMB Control No. 3235-0074);
    4. Form S-1 (OMB Control No. 3235-0065);
    5. Form S-3 (OMB Control No. 3235- 0073);
    6. Form S-4 (OMB Control No. 3235-0324);
    7. Form S-8 (OMB Control No. 3235-0066);
    8. Form S-11 (OMB Control No. 3235-0067);
    9. Form F-1 (OMB Control No. 3235-0258);
    10. Form F-3 (OMB Control No. 3235-0256);
    11. Form F-4 (OMB Control No. 3235-0325);
    12. Form F-10 (OMB Control No. 3235-0380);
    13. Schedule 13E-3 (OMB Control No. 3235-0007);
    14. Schedule 13E-4F (OMB Control No. 3235-0375);
    15. Schedule 14A (OMB Control No. 3235-0059);
    16. Schedule 14C (OMB Control No. 3235-0057);
    17. Schedule TO (OMB Control No. 3235-0515);
    18. Schedule 14D-1F (OMB Control No. 3235-0376);
    19. Rule 13e-1 (OMB Control No. 3235-0305); and
    20. Mutual Fund Interactive Data (for Forms N-2, N-5, and N-14)
(OMB No. 3235-0642).
    The forms, schedules, rule and regulations listed above were
adopted under the Securities Act, the Exchange Act, and/or the
Investment Company Act. They set forth disclosure requirements related
to registration statements, periodic reports, going private
transactions, tender offers and proxy and information statements filed
to help investors make informed investment and voting decisions.
    The Mutual Fund Interactive Data collection of information
references current requirements for certain registered investment
companies to submit to the Commission information included in their
registration statements, or information included in or amended by any
post-effective amendments to such registration statements, in response
to certain items of Form N-1A in interactive data format. It also
references the requirement for funds to submit an Interactive Data File
\133\ to the Commission for any form of prospectus filed pursuant to
Rule 497(c) or (e) that includes information in response to same items
of Form N-1A. The proposed amendments would include fee-related
structured data requirements for closed-end management investment
companies, including SBICs, and BDCs. Although the proposed interactive
data filing requirements would be included

in the proposed Form N-2, Form N-5, and Form N-14 instructions, as well
as amendments Regulation S-T,\134\ we are separately reflecting the
hour and cost burdens for these requirements in the burden estimate for
Mutual Fund Interactive Data and not in the estimates for each of Form
N-2, Form N-5, and Form N-14.\135\
---------------------------------------------------------------------------

    \133\ Rule 11 of Regulation S-T defines ``Interactive Data
File'' as the machine-readable computer code that presents
information in XBRL pursuant to Rule 405 of Regulation S-T and as
specified by the EDGAR Filer Manual.
    \134\ 17 CFR 232.10 et seq. [OMB Control No. 3235-0424] (which
specifies the requirements that govern the electronic submission of
documents). Specifically, we are proposing to amend Rule 405 of
Regulation S-T.
    \135\ Recently, we issued a release that, among other things,
proposed to retitle this information collection as ``Investment
Company Interactive Data.'' See Offering Reform Proposing Release,
supra note 1. If adopted, the proposed amendments to require closed-
end management investment companies, including SBICs and BDCs, to
provide fee-related structured data would be included in this
information collection.
---------------------------------------------------------------------------

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

B. Summary of the Proposed Amendments' Effects on the Collections of
Information

    The following table summarizes the estimated burden change of the
proposed amendments on the paperwork burdens associated with the
affected forms listed above.\136\
---------------------------------------------------------------------------

    \136\ We believe the payment method option and fee offset
changes discussed above would not affect the paperwork burdens
associated with these forms.

   PRA Table 1--Estimated Paperwork Burden Changes Due to the Proposed
                               Amendments
------------------------------------------------------------------------
                                    Affected forms,
       Proposed amendments          schedules, and     Estimated burden
                                       documents            change
------------------------------------------------------------------------
Disclosure of Fee-Related
 Information:
 Adding a new ``fee        Forms S-    0.25 hour
 rate'' column to the fee table    1, S-3, S-8, S-     net increase in
 of the Affected Securities Act    11, S-4, F-1, F-    compliance
 and Exchange Act Forms and        3, F-4, and F-10.   burden.
 Schedules, as well as to the
 Affected Investment Company Act
 Forms.
 Adding or revising        Schedules
 instructions regarding            13E-3, 13E-4F,
 presentation, calculations and    14A, 14C, TO and
 related disclosure in general     14D-1F.
 and, in particular, associated
 with Rule 415(a)(6), Rule
 424(g), Rule 429, Rule 457(a),
 (b), (f), (h), (o), and (p) and
 Rule 0-11(a)(2), as applicable,
 in regard to the Affected
 Securities Act and Exchange Act
 Forms and Schedules.
 Adding a new checkbox
 column to the fee table of the
 Affected Securities Act and
 Exchange Act Forms and
 Schedules to indicate whether
 the filer is relying on, as
 applicable, Securities Act Rule
 415(a)(6), Rule 429, or Rule
 457(b), (o), or (p); or
 Exchange Act Rule 0-11(a)(2).
 Adding a fee table and    Documents   0.25 hour
 related instructions to Rule      filed under Rule    net increase in
 13e-1 to conform its              13e-1.              compliance
 requirements to those proposed                        burden.
 for the Affected Securities Act
 and Exchange Act Forms to the
 extent applicable.
Structuring of Fee-Related
 Information:
 Require structuring, in   Forms S-    1 hour
 an Inline XBRL format, of all     1, S-3, S-8, S-     net increase in
 the fee-related information       11, S-4, F-1, F-    compliance burden
 that would be required in the     3, F-4, and F-10.   per form/
 body of the Affected Securities   Schedules   schedule.
 Act and Exchange Act Forms and    13E-3, 13E-4F,
 Schedules and documents filed     14A, 14C, TO and
 under Rule 13e-1. The             14D-1F.
 structured information would      Documents
 include each fee table in the     filed under Rule
 Affected Securities Act and       13e-1.
 Exchange Act Forms and
 Schedules and documents filed
 under Rule 13e-1, together with
 a related explanatory section.
 Require structuring, in   Forms N-    1 hour
 an Inline XBRL format, of all     2, N-5, and N-14.   net increase in
 of the information in each fee                        compliance burden
 table of the Affected                                 per form.
 Investment Company Forms.
------------------------------------------------------------------------

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

    Below we estimate the incremental change in internal burden and
outside professional cost as a result of the proposed amendments. These
estimates represent the average burden for all registrants, both large
and small. In deriving our estimates, we recognize that the burdens
will likely vary among individual registrants based on a number of
factors, including the nature of their business. We do not believe that
the proposed amendments would change the frequency of responses to the
existing collections of information; rather, we estimate that the
proposed amendments would change only the burden per response.
    The burden estimates were calculated by multiplying the estimated
number of responses by the estimated average amount of time it would
take a registrant to prepare and review the disclosures required under
the proposed amendments. For purposes of the PRA, the burden is
allocated between internal burden hours and outside professional costs.
The table below sets forth the percentage estimates the Commission
typically uses for the burden allocation for each form. We also
estimate that the average cost of retaining an outside professional is
$400 per hour.\137\
---------------------------------------------------------------------------

    \137\ We recognize that the costs of retaining outside
professionals may vary depending on the nature of the professional
services, but for purposes of this PRA analysis, we estimate that
such costs would be an average of $400 per hour. This estimate is
based on consultations with several registrants, law firms, and
other entities that regularly assist registrants in preparing and
filing documents with the Commission.

  PRA Table 2--Standard Estimated Burden Allocation for Specified Forms
                              and Schedules
------------------------------------------------------------------------
                                                              Outside
           Form/schedule type                Internal      professionals
                                             (percent)       (percent)
------------------------------------------------------------------------
Schedules 14A and 14C...................              75              25
Forms S-1, S-3, S-11, S-4, F-1, F-3, F-               25              75
 4, F-10, N-2, N-5, and N-14. Schedule
 13E-3, Rule 13e-1......................
Form S-8 and Schedule TO................              50              50
Schedules 13E-4F and 14D-1F.............             100
------------------------------------------------------------------------

    As discussed above, we are proposing to amend Form N-2, Form N-5,
and Form N-14, as well as Regulation S-T, to require closed-end
management investment companies, including SBICs, and BDCs to provide
fee-related structured data using Inline XBRL. Because these
registrants have not previously been subject to Inline XBRL
requirements, we estimate that these registrants would experience an
additional burden of 10 hours related to one-time costs associated with
becoming familiarized with Inline XBRL reporting. These costs would
include, for example, the acquisition of new software or the services
of consultants, and the training of staff. The table below illustrates
the estimated one-time burden of structuring the Affected Investment
Company Act Forms, in hours and in costs, as a result of the proposed
amendments. This additional one-time burden represents a 3.33 hour
annual burden amortized over a three-year period for each of these
three forms.

     PRA Table 3--Calculation of the One-Time Burden Estimates for Affected Investment Company Act Forms Resulting From the Proposed Amendments \1\
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Estimated
                                                             Estimated                                       Estimated       Estimated     outside one-
                                                             number of    Estimated one-  Total one-time   internal one-   outside one-        time
                          Form                               affected      time  burden    burden hours     time burden        time        professional
                                                             responses      hours/form                         hours       professional   costs/affected
                                                                                hours         responses
                                                                 (A) \2\             (B)     (C) = (A) x     (D) = (C) x     (E) = (C) x     (F) = (E) x
                                                                                (B)  (allocation %)  (allocation %)            $400
--------------------------------------------------------------------------------------------------------------------------------------------------------
N-2.....................................................             166              10           1,660             415           1,245        $498,000
N-5.....................................................               1              10              10               3               8           3,200
N-14....................................................             253              10           2,530             633           1,898         759,200
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ For convenience, the estimated hour and cost burdens in the table have been rounded to the nearest whole number. Although structured data would be
  required in the proposed Form N-2, Form N-5, and Form N-14 instructions, we are separately reflecting the hour and cost burdens for these requirements
  in the burden estimate for Mutual Fund Interactive Data. The estimates for each of Form N-2, Form N-5, and Form N-14 are reflected in the PRA Table 4.
  The aggregated estimate for these forms is reflected in the Mutual Fund Interactive data in the PRA Table 5.
\2\ The number of estimated affected responses is based on the number of responses in the Commission's current OMB PRA filing inventory. The OMB PRA
  filing inventory. The OMB PRA filing inventory represents a three-year average. We do not expect that the proposed amendments will change the number
  of responses in the current OMB PRA filing inventory.

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

       PRA Table 4--Calculation of the Incremental Change in Annual Burden Estimates of Affected Responses Resulting From the Proposed Amendments
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Estimated
                                                             Estimated       Estimated         Total         Estimated       Estimated        outside
                          Form                               number of      incremental     incremental      internal         outside      professional
                                                             affected      burden hours/   burden hours    burden hours    professional   costs/affected
                                                             responses         form                                            hours         responses
                                                                     (A)             (B)     (C) = (A) x     (D) = (C) x     (E) = (C) x     (F) = (E) x
                                                                                (B)  (allocation %)  (allocation %)            $400
--------------------------------------------------------------------------------------------------------------------------------------------------------
S-1.....................................................             901            1.25           1,126             282             844         337,600
S-3.....................................................           1,657            1.25           2,071             518           1,553         621,200
S-4.....................................................             551            1.25             689             172             517         206,800
S-8.....................................................           2,140            1.25           2,675           1,338           1,337         534,800
S-11....................................................              64            1.25              80              20              60          24,000
F-1.....................................................              63            1.25              79              20              59          23,600
F-3.....................................................             112            1.25             140              35             105          42,000
F-4.....................................................              39            1.25              49              12              37          14,800
F-10....................................................              77            1.25              96              24              72          28,800
Sch. 14A................................................             362            1.25             453             340             113          45,200
Sch. 14C................................................              78            1.25              98              74              24           9,600

Sch. 13E-3..............................................              77            1.25              96              24              72          28,800
Sch. 13E-4F.............................................               3            1.25               4               4               0               0
Sch. TO.................................................           1,378            1.25           1,723             862             861         344,400
Sch. 14D-1F.............................................               2            1.25               3               3               0               0
Rule 13e-1..............................................              10            1.25              13               3              10           4,000
N-2.....................................................             166       4.33 (1 +             719             180             539         215,600
                                                                                3.33)
N-5.....................................................               1       4.33 (1 +               4               1               3           1,200
                                                                                3.33)
N-14....................................................             253       4.33 (1 +           1,095             274             821         328,500
                                                                                3.33)
rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr
    Totals..............................................           7,934  ..............          11,213           4,186           7,027       2,810,900
--------------------------------------------------------------------------------------------------------------------------------------------------------

                                                              PRA Table 5--Requested Paperwork Burden Under the Proposed Amendments
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                  Current burden                                  Program change                            Requested change in burden
                                                 -----------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Number of
                 Form/collection                  Current annual  Current burden   Current cost      affected       Increase in     Increase in       Annual
                                                     responses         hours          burden       responses or    company hours   professional      responses     Burden hours     Cost burden
                                                                                new responses                       costs
                                                             (A)             (B)             (C)             (D)         (E) \1\         (F) \2\    (G) = (A) or     (H) = (B) +     (I) = (C) +
                                                                                (for mutual             (E)             (F)
                                                                                fund
                                                                                interactive
                                                                                data) (A) +
                                                                                (D)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
S-1.............................................             901         148,556    $182,048,700             901             282        $337,600             901         148,838    $182,386,300
S-3.............................................           1,657         193,970     236,322,036           1,657             518         621,200            1657         194,248     236,943,236
S-4.............................................             551         563,216     678,291,204             551             172         206,800             551         563,388     678,498,004
S-8.............................................           2,140          28,890      11,556,000           2,140           1,338         534,800           2,140          30,228      12,090,800
S-11............................................              64          12,290      15,016,968              64              20          24,000              64          12,310      15,040,968
F-1.............................................              63          26,815      32,445,300              63              20          23,600              63          26,835      32,468,900
F-3.............................................             112           4,448       5,712,000             112              35          42,000             112           4,483       5,754,000
F-4.............................................              39          14,076      17,106,000              39              12          14,800              39          14,088      17,120,800
F-10............................................              77             558         669,900              77              24          28,800              77             582         698,700
Sch. 14A........................................           5,586         551,101      73,480,012             362             340          45,200           5,586         551,441      73,525,212
Sch. 14C........................................             569          56,356       7,514,944              78              74           9,600             569          56,430       7,524,544
Sch. 13E-3......................................              77           2,646       3,174,248              77              24          28,800              77            2670       3,203,048
Sch. 13E-4F.....................................               3               6               0               3               4               0               3              10               0
Sch. TO.........................................           1,378          29,972      17,988,600            1378             862         344,400           1,378          30,834      12,333,000
Sch. 14D-1F.....................................               2               4               0               2               3               0               2               7               0
Rule 13e-1......................................              10              25          30,000              10               3           4,000              10              28          34,000
Mutual Fund Interactive Data (Forms N-2, N-5,             15,206         178,803      10,000,647  420 (166 + 1 +  455 (180 + 1 +         545,300          15,626         179,258      10,545,947
 and N-14)......................................                                                            253)            274)      (215,600 +
                                                                                1,200 +
                                                                                328,500)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ From Column (D) in PRA Table 3.
\2\ From Column (F) in PRA Table 3.

D. Request for Comment

    Pursuant to 44 U.S.C. 3506(c)(2)(A), the Commission solicits
comments to: (1) Evaluate whether the collections of information are
necessary for the proper performance of the functions of the agency,
including whether the information will have practical utility; (2)
evaluate the accuracy of the Commission's estimate of the burden of the
collection of information; (3) determine whether there are ways to
enhance the quality, utility and clarity of the information to be
collected; and (4) evaluate whether there are ways to minimize the
burden of the collection of information on those who are required to
respond, including through the use of automated collection techniques
or other forms of information technology.
    Any member of the public may direct to us any comments concerning
the accuracy of these burden estimates and any suggestions for reducing
these burdens. Persons submitting comments on the collection of
information requirements should direct their comments to the Office of
Management and Budget, Attention: Desk Officer for the U.S. Securities
and Exchange Commission, Office of Information and Regulatory Affairs,
Washington, DC 20503, and send a copy to, Vanessa A. Countryman,
Secretary, U.S. Securities and Exchange Commission, 100 F Street NE,
Washington, DC 20549-1090, with reference to File No. S7-20-19.
Requests for materials submitted to OMB by the Commission with regard
to the collection of information should be in writing, refer to File
No. S7-20-19 and be submitted to the U.S. Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington DC
20549-2736. OMB is required to make a decision concerning the
collection of information between 30 and 60 days after publication of
this proposed rule. Consequently, a comment to OMB is best assured of
having its full effect if the OMB receives it within 30 days of
publication.

V. Initial Regulatory Flexibility Act Analysis

    This Initial Regulatory Flexibility Act Analysis has been prepared
in accordance with the Regulatory Flexibility Act.\138\ It relates to
proposed amendments to modernize and simplify filing fee disclosure and
the fee payment process for most fee-bearing forms, schedules, and
reports filed with the Commission. The proposed amendments would add an
ACH option for filing fee payments and eliminate the option for fee
payment via paper checks and money orders. The proposed amendments
would also modernize the filing fee disclosure and payment rules by
requiring fee filing information to be structured in Inline XBRL
format. Finally, the proposed amendments would enable certain
registrants to reallocate fees previously paid in connection with the
same registration statement.
---------------------------------------------------------------------------

    \138\ 5 U.S.C. 601 et seq.
---------------------------------------------------------------------------

A. Reasons for, and Objectives of, the Proposed Action

    The purpose of the proposed amendments is to improve the accuracy
and efficiency and reduce the costs and burdens of filing fee
preparation, payments and processing.

B. Legal Basis for the Proposed Action

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

C. Small Entities Subject to the Proposed Rules

    The proposed amendments would affect registrants that are small
entities. The Regulatory Flexibility Act defines ``small entity'' to
mean ``small business,'' ``small organization,'' or ``small
governmental jurisdiction.'' \139\ For purposes of the Regulatory
Flexibility Act, under our rules, an issuer, other than an investment
company or an investment adviser, is a ``small business'' or ``small
organization'' if it had total assets of $5 million or less on the last
day of its most recent fiscal year and is engaged or proposing to
engage in an offering of securities that does not exceed $5
million.\140\ An investment company, including a BDC, is considered to
be a ``small business'' if it, together with other investment companies
in the same group of related investment companies, has net assets of
$50 million or less as of the end of its most recent fiscal year.\141\
We estimate that there are 1,171 issuers that file with the Commission,
other than investment companies, that may be considered small entities
and are potentially subject to the proposed amendments.\142\ An
investment company is a small entity if, together with other investment
companies in the same group of related investment companies, it has net
assets of $50 million or less as of the end of its most recent fiscal
year. We estimate that there are 7 investment companies that make
filings with the Commission on the Affected Investment Company Act
Forms that may be considered small entities and are potentially subject
to the proposed amendments.\143\
---------------------------------------------------------------------------

    \139\ 5 U.S.C. 601(6).
    \140\ See Securities Act Rule 157 [17 CFR 230.157] and Exchange
Act Rule 0-10(a) [17 CFR 240.0-10(a)].
    \141\ See Investment Company Act Rule 0-10(a) [17 CFR 270.0-
10(a)].
    \142\ This estimate is based on staff analysis of issuers,
excluding co-registrants, with EDGAR filings of Form 10-K, 20-F, and
40-F, or amendments, filed during the calendar year of January 1,
2018, to December 31, 2018. Analysis is based on data from XBRL
filings, Compustat, and Ives Group Audit Analytics.
    \143\ This estimate is based on staff analysis of investment
companies with EDGAR filings on Form N-2, Form N-5, and Form N-14,
or amendments, filed during the calendar year of January 1, 2018, to
December 31, 2018. Analysis is based on data from Form 10-Q, Form
10-K, Form N-PORT, Form N-CSR, and Morningstar Direct.
---------------------------------------------------------------------------

D. Reporting, Recordkeeping, and Other Compliance Requirements

    As noted above, the purpose of the proposed amendments is to
modernize and simplify the Commission's filing fee-related disclosure
requirements and fee payment process. If adopted, the proposed
amendments are expected to have a small incremental effect on existing
reporting, recordkeeping and other compliance burdens for all issuers,
including small entities. Many of the proposed amendments would
simplify and streamline existing disclosure requirements and payment
alternatives in ways that are expected to reduce compliance burdens.
Some of the proposed amendments, like those that would require the
structuring of filing fee disclosures and related information,\144\
would increase compliance costs for registrants, although we do not
expect that these additional costs would be significant. Compliance
with certain provisions affected by the proposed amendments would
require the use of professional skills, including accounting and legal
skills. The proposed amendments are discussed in detail in Section II
above. We discuss the economic impact, including the estimated
compliance costs and burdens, of the proposed amendments in Sections
III and IV above.
---------------------------------------------------------------------------

    \144\ See, e.g., supra Section II.A.3.
---------------------------------------------------------------------------

E. Duplicative, Overlapping, or Conflicting Federal Rules

    The proposed amendments would not duplicate, overlap, or conflict
with other Federal rules.

F. Significant Alternatives

    The Regulatory Flexibility Act directs us to consider alternatives
that would accomplish our stated objectives, while minimizing any
significant adverse impact on small entities. In connection with the
proposed amendments, we considered the following alternatives:
     Establishing different compliance or reporting
requirements that take into account the resources available to small
entities;
     Clarifying, consolidating, or simplifying compliance and
reporting requirements under the rules for small entities;
     Using performance rather than design standards; and
     Exempting small entities from all or part of the
requirements.
    We believe the proposed amendments would clarify, consolidate and
simplify compliance and reporting requirements for small entities and
other registrants. As discussed above, the proposed amendments would
modernize and streamline the filing fee payment process and filing fee
disclosures by requiring more complete disclosure of filing fee-related
information and requiring the filing fee information to be presented in
a structured format. The proposed amendments should make it easier to
validate filing fee calculations and payments made by small entities
and other registrants.
    We do not believe that the proposed amendments would impose any
significant new compliance obligations on small entities or other
registrants. Most registrants that file the affected forms will have
experience structuring information in Inline XBRL format. Registrants
that file Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, and F-10
generally are or will, as a result of the phase-in of the Inline XBRL
requirements or, in some cases, the need to file Exchange Act periodic
and current reports, be required to file their financial statements in
Inline XBRL format. Annual reports on Forms 10-K, 20-F, and 40-F,
quarterly reports on Form 10-Q, current reports on Form 8-K, and
reports on Form 6-K under the Exchange Act are subject to financial
statement Inline XBRL requirements.\145\ In addition, we recently
adopted rule and form amendments that will, over a period of time,
require registrants to structure information on the cover page of Forms
10-K, 10-Q, 8-K, 20-F, and 40-F using Inline XBRL format.\146\ We are
proposing a transition period for the fee-related information
structuring requirements under the proposed amendments for all
registrants. Small entities would be in the last group phased in under
the proposed transition and it would occur after they already have
experience with the financial statement and cover page Inline XBRL
structuring requirements. Accordingly, we do not believe it is
necessary to establish different compliance and reporting requirements
or timetables, beyond their proposed transition period treatment, or to
exempt small entities from all or part of the proposed amendments.
---------------------------------------------------------------------------

    \145\ See supra footnote 17 discussing tagging requirements
applicable to Securities Act and Exchange Act forms.
    \146\ See FAST Act Release, supra, note 69.
---------------------------------------------------------------------------

    Some investment company small entities and other investment
companies filing the Affected Investment Company Act Forms may not have
experience structuring Commission documents in Inline XBRL. We would
therefore expect those investment companies to incur certain transition
costs associated with preparing and reviewing their initial Inline XBRL
submissions. Nonetheless, we do not believe that these transition costs
impose any significant new compliance obligations. We therefore do not
believe it is necessary to establish different compliance and reporting
requirements or timetables or to exempt investment company small
entities from all or part of the proposed amendments.
    Finally, with respect to using performance rather than design
standards, the proposed amendments generally use design rather than
performance standards in order to promote uniform filing fee payment
and disclosure requirements for all registrants. In some instances, the
proposed amendments would modernize and simplify existing design
standards. For example, the proposed amendments would add ACH as a new
filing fee payment option and eliminate paper check and money order
payment options. While the use of ACH is a design standard, under the
proposed rules it would be an option that is available, not a mandatory
format. The filer still would have the flexibility to use another
option (wire transfer).

G. Request for Comment

    We encourage the submission of comments with respect to any aspect
of this Initial Regulatory Flexibility Analysis. In particular, we
request comments regarding:
     How the proposed rule and form amendments can achieve
their objective while lowering the burden on small entities;
     The number of small entities that may be affected by the
proposed rule and form amendments;
     The existence or nature of the potential effects of the
proposed amendments on small entities discussed in the analysis; and
     How to quantify the effects of the proposed amendments.
    Commenters are asked to describe the nature of any effect and
provide empirical data supporting the extent of that effect. Comments
will be considered in the preparation of the Final Regulatory
Flexibility Analysis, if the proposed rules are adopted, and will be
placed in the same public file as comments on the proposed rules
themselves.

VI. Small Business Regulatory Enforcement Fairness Act

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996 (SBREFA) \241\ the Commission must advise the OMB as to
whether a proposed regulation constitutes a ``major'' rule. Under
SBREFA, a rule is considered ``major'' where, if adopted, it results or
is likely to result in:
---------------------------------------------------------------------------

    \241\ 5 U.S.C. 801 et seq.
---------------------------------------------------------------------------

     An annual effect on the economy of $100 million or more
(either in the form of an increase or a decrease);
     A major increase in costs or prices for consumers or
individual industries; or
     Significant adverse effects on competition, investment or
innovation.
    We request comment on whether our proposed amendments would be a
``major rule'' for purposes of SBREFA. We solicit comment and empirical
data on
     The potential annual effect on the U.S. economy;
     Any potential increase in costs or prices for consumers or
individual industries; and
     Any potential effect on competition, investment, or
innovation.
    We request those submitting comments to provide empirical data and
other factual support for their views to the extent possible.

VII. Statutory Basis

    The amendments contained in this document are being proposed under
the authority set forth in Sections 7, 10, and19(a) of the Securities
Act, Sections 3, 12, 13, 15(d), 23(a), and 35A of the Exchange Act and
Sections 8, 24, 30, and 38 of the Investment Company Act.

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

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

Text of Proposed Rule and Form Amendments

    In accordance with the foregoing, we are proposing to amend title
17, chapter II of the Code of Federal Regulations as follows:

PART 202--INFORMAL AND OTHER PROCEDURES

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

    Authority:  15 U.S.C. 77s, 77t, 77sss, 77uuu, 78d-1, 78u, 78w,
78ll(d), 80a-37, 80a-41, 80b-9, 80b-11, 7201 et seq., unless
otherwise noted.
* * * * *
0
2. Amend Sec.  202.3a by:
0
a. Revising paragraphs (a), (b) introductory text, (b)(1) introductory
text, (b)(1)(i)(A), (b)(1)(ii), and (b)(2);
0
b. Revising the Note to paragraph (b);
0
c. Revising paragraph (c) heading and introductory text; and
0
d. Revising paragraph (d).
    The revisions read as follows:

Sec.  202.3a   Instructions for filing fees.

    (a) General instructions for remittance of filing fees. Payment of
filing fees specified by the following sections shall be made according
to the directions listed in this section: Sec.  230.111 of this
chapter, Sec.  240.0-9 of this chapter, and Sec.  270.0-8 of this
chapter. All such fees are to be paid through the U.S. Treasury
designated lockbox depository or system and may be paid by wire
transfer or via the Automated Clearing House Network (``ACH'') pursuant
to the specific instructions set forth in paragraph (b) of this
section. Checks will not be accepted for payment of fees. To ensure
proper posting, all filers must include their Commission-assigned
Central Index Key (CIK) number (also known as the Commission-assigned
registrant or payor account number) on fee payments. If a third party
submits a fee payment, the fee payment must specify the account number
to which the fee is to be applied.
    (b) Instructions for payment of filing fees. Except as provided in
paragraph (c) of this section, these instructions provide direction for
remitting fees specified in paragraph (a) of this section. You may
contact the Filing Fees Branch in the Office of Financial Management at
(202) 551-8900 or go to http://www.sec.gov/paymentoptions for
additional information if you have questions.
    (1) Instructions for payment of fees by wire transfer (FEDWIRE).
U.S. Bank, N.A. in St. Louis, Missouri is the U.S. Treasury designated
financial agent for Commission filing fee payments. The hours of
operation at U.S. Bank for wire transfers are each day, except
Saturdays, Sundays, and Federal holidays, 8:30 a.m. to 6:30 p.m.
Eastern Standard Time or Eastern Daylight Savings Time, whichever is
currently in effect. Any bank or wire transfer service may initiate
wire transfers of filing fee payments through the FEDWIRE system to
U.S. Bank. A filing entity does not need to establish an account at
U.S. Bank in order to remit filing fee payments.
    (i) * * *
    (A) The Commission's account number at U.S. Bank<PHONE_NUMBER>01);
and
* * * * *
    (ii) You may refer to the examples found on the Commission's
website at http://www.sec.gov/paymentoptions for the proper format.
    (2) Instructions for payment of fees via the Automated Clearing
House Network (ACH). To remit a filing fee payment by ACH, please go to
https://pay.gov/public/home and under ``Find an Agency,'' find
``Securities and Exchange Commission'' and find the form related to
Commission filing fee payments. Follow the instructions on that form to
submit the ACH payment.

    Note 1 to paragraph (b):  Wire transfers and ACH payments are
not instantaneous. The time required to process a wire transfer
through the FEDWIRE system, from origination to receipt by U.S.
Bank, varies substantially. ACH payments generally are eligible for
same day settlement except when they involve amounts above $25,000
or international transactions. Specified filings, such as
registration statements pursuant to section 6(b) of the Securities
Act of 1933 that provide for the registration of securities and
mandate the receipt of the appropriate fee payment upon filing, and
transactional filings pursuant to the Securities Exchange Act of
1934, such as many proxy statements involving extraordinary business
transactions, will not be accepted if sufficient funds have not been
received by the Commission at the time of filing.

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

    (c) Special instructions for Sec.  230.462(b) of this chapter.
Notwithstanding paragraphs (a) and (b) of this section, for
registration statements filed pursuant to Sec.  230.462(b) of this
chapter, payment of filing fees for the purposes of this section may be
made by:
* * * * *
    (d) Filing fee accounts. A filing fee account is maintained for
each filer who submits a filing requiring a fee on the Commission's
EDGAR system or who submits funds to the U.S. Treasury designated
depository or system in anticipation of paying a filing fee. Account
statements are regularly prepared and provided to account holders.
Account holders must maintain a current account address with the
Commission to ensure timely access to these statements.
* * * * *

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

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

    Authority:  15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-31(c),
80a-37, 80a-38(a), 80a-39, 80b-11, and 7201 et seq.; 18 U.S.C. 1350;
sec. 953(b), Pub. L. 111-203, 124 Stat. 1904 (2010); and sec.
102(c), Pub. L. 112-106, 126 Stat. 310 (2012).
0
4. Amend Sec.  229.601 by:
0
a. In the exhibit table in paragraph (a), adding an entry for
``(107)''; and
0
b. Adding paragraph (b)(107).
    The revisions and addition read as follows:

Sec.  229.601   (Item 601) Exhibits.

    (a) * * *

                                                                                Exhibit Table
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Securities act forms                                                      Exchange act forms
                                                ------------------------------------------------------------------------------------------------------------------------------------------------
                                                   S-1      S-3      SF-1     SF-3   S-4 \1\    S-8      S-11     F-1      F-3    F-4 \1\     10    8-K \2\    10-D     10-Q     10-K    ABS-EE
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

                                                                                * * * * * * *
(107) General Interactive Data File............        X        X        X        X        X        X        X        X        X        X  .......  .......  .......  .......  .......  ........
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ An exhibit need not be provided about a company if: (1) With respect to such company an election has been made under Form S-4 or F-4 to provide information about such company at a level
  prescribed by Form S-3 or F-3; and (2) the form, the level of which has been elected under Form S-4 or F-4, would not require such company to provide such exhibit if it were registering a
  primary offering.
\2\A Form 8-K exhibit is required only if relevant to the subject matter reported on the Form 8-K report. For example, if the Form 8-K pertains to the departure of a director, only the exhibit
  described in paragraph (b)(17) of this section need be filed. A required exhibit may be incorporated by reference from a previous filing.

* * * * *
    (b) * * *
    (107) General Interactive Data File. A General Interactive Data
File (as defined in Sec.  232.11 of this chapter) presented in the
manner provided by the EDGAR Filer Manual.

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

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

    Authority:  15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h,
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126
Stat. 313 (2012), unless otherwise noted.
* * * * *
0
6. Revise Sec.  230.111 to read as follows:

Sec.  230.111   Payment of filing fees.

    All payments of filing fees for registration statements under the
Act shall be made by wire transfer, or via the Automated Clearing House
Network. There will be no refunds. Payment of filing fees required by
this section shall be made in accordance with the directions set forth
in Sec.  202.3a of this chapter.
0
7. Amend Sec.  230.424 by revising paragraph (g) and adding paragraph
(i) to read as follows:

Sec.  230.424   Filing of Prospectuses, number of copies.

* * * * *
    (g) A form of prospectus filed pursuant to this section that
operates to reflect the payment of filing fees for an offering or
offerings pursuant to Rule 456(b) (Sec.  230.456(b)) must include the
calculation of registration fee table immediately followed by the
information required by the form instructions to the fee table
reflecting the payment of such filing fees for the securities that are
the subject of the payment.
* * * * *
    (i) A General Interactive Data File (as defined in Sec.  232.11 of
this chapter) is required to be submitted to the Commission in the
manner provided by the EDGAR Filer Manual for any form of prospectus
filed pursuant to paragraph (b) of this Rule 424 (Sec.  230.424 of this
chapter) that includes registration fee, filing fee or other
information described by the definition of General Interactive Data
File. The General Interactive Data File must be submitted with the
filing made pursuant to paragraph (b) of this section.
0
8. Amend Sec.  230.456 by revising paragraph (b)(1)(ii) to read as
follows:

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

* * * * *
    (b) * * *
    (1) * * *
    (ii) The issuer reflects the amount of the pay-as-you-go
registration fee paid or to be paid in accordance with paragraph
(b)(1)(i) of this section by updating the ``Calculation of Registration
Fee'' table to indicate the class and aggregate offering price of
securities offered and the amount of registration fee paid or to be
paid in connection with the offering or offerings either in a post-
effective amendment filed at the time of the fee payment or in the
manner specified by Rule 424(g) (Sec.  230.424(g)) in a prospectus
filed pursuant to Rule 424(b) (Sec.  230.424(b)).
* * * * *
0
9. Amend Sec.  230.457 by revising paragraph (p) to read as follows:

Sec.  230.457   Computation of fee.

* * * * *
    (p) Where all or a portion of the securities offered under a
registration statement remain unsold after the offering's completion or
termination, or withdrawal of the registration statement, the aggregate
total dollar amount of the filing fee associated with those unsold
securities (whether computed under Sec.  230.457(a) or (o)) may be
offset against the total filing fee due for a subsequent registration
statement or registration statements. The subsequent registration
statement(s) must be filed within five years of the initial filing date
of the earlier registration statement, and must be filed by the same
registrant (including a successor within the meaning of Sec.  230.405),
a majority-owned subsidiary of that registrant, or a parent that owns
more than 50 percent of the registrant's outstanding voting securities.
A note should be added to the ``Calculation of Registration Fee'' table
in the subsequent registration statement(s) providing the following
information:
    (1) The dollar amount of the previously paid filing fee to be
offset against the currently due filing fee;
    (2) The amount of unsold securities or unsold aggregate offering
amount from the prior registration statement associated with the
claimed offset;
    (3) The file number of, and the name of the registrant that filed,
the earlier registration statement from which the filing fee is offset;
    (4) The initial filing date of the earlier registration statement;
and
    (5) A statement that the registrant has:
    (i) Withdrawn the prior registration statement; or
    (ii) Terminated or completed any offering that included the unsold
securities associated with the claimed offset under the prior
registration statement.
* * * * *

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

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

    Authority:  15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350,
unless otherwise noted.
* * * * *
0
11. Amend Sec.  232.11 by adding a definition for ``General Interactive
Data File'' in alphabetical order to read as follows:

Sec.  232.11   Definition of terms used in part 232.

* * * * *
    General Interactive Data File. The term General Interactive Data
File means the machine-readable computer code that presents the
following information, as required by the applicable rule provision or
the particular form, statement or schedule

being filed, in Inline eXtensible Business Reporting Language (XBRL)
electronic format in the manner provided by the EDGAR Filer Manual:
Disclosure on the cover page or, if permitted, elsewhere in the body of
the filing, related to the calculation of any registration or filing
fee required to be paid to the Commission in connection with the filing
including, without limitation, disclosure--
    (1) Related to Sec. Sec.  230.415, 230.429, 230.456, 230.457,
230.462, 240.0-11, 240.14a-6(i), or 14c-5(g) of this chapter;
    (2) Provided pursuant to a fee table and related instructions under
a heading ``Calculation of Registration Fee'', ``Calculation of Filing
Fee'', ``Payment of Filing Fee'' or any equivalent;
    (3) Provided pursuant to General Instruction II.F of Form S-3
(Sec.  239.13 of this chapter) or General Instruction II.G of Form F-3
(Sec.  239.33 of this chapter) of the maximum aggregate amount or
maximum aggregate offering price of the securities to which a post-
effective amendment or final prospectus filed pursuant to Sec.
230.424(b) of this chapter relates and, in the case of a final
prospectus, the fact that it is a final prospectus filed pursuant to
Sec.  230.424(b); and
    (4) Provided pursuant to General Instruction H of Form S-4 (Sec.
239.25 of this chapter) or General Instruction F of Form F-4 (Sec.
239.34 of this chapter) of the maximum aggregate amount or maximum
aggregate offering price to which a post-effective amendment or, where
permitted, a final prospectus filed pursuant to Sec.  230.424(b) of
this chapter relates and, in the case of a final prospectus, the fact
that it is a final prospectus filed pursuant to Sec.  230.424(b).

    Note to definition of General Interactive Data File:
     When a filing is submitted using Inline XBRL if permitted or
required and as provided by the EDGAR Filer Manual, a portion of the
General Interactive Data File is embedded into a form, statement, or
schedule with the remainder submitted as an exhibit to the form,
statement or schedule, respectively.

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

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

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

    Note 1 to paragraph (c):  All filing fees paid by electronic
filers must be submitted to the lockbox depository or system, as
provided in Rule 3a, including those pertaining to documents filed
in paper pursuant to a hardship exemption.

* * * * *
0
13. Amend Sec.  232.405 by:
0
a. Revising the introductory text;
0
b. Revising paragraph (a)(2);
0
c. Revising paragraph (a)(3)(i) introductory text;
0
d. Revising paragraph (a)(3)(ii);
0
e. Revising paragraph (a)(4);
0
f. Adding paragraphs (b)(3) through (5);
0
g. Revising paragraphs (f)(1)(i) introductory text and (f)(1)(ii)
introductory text; and
0
h. Revising the last sentence of the note to Sec.  232.405.
    The revisions and additions read as follows:

Sec.  232.405  Interactive Data File submissions.

    This section applies to electronic filers that submit Interactive
Data Files. Section 229.601(b)(101) of this chapter (Item 601(b)(101)
of Regulation S-K), paragraph (101) of Part II--Information Not
Required to be Delivered to Offerees or Purchasers of Form F-10 (Sec.
239.40 of this chapter), paragraph 101 of the Instructions as to
Exhibits of Form 20-F (Sec.  249.220f of this chapter), paragraph
B.(15) of the General Instructions to Form 40-F (Sec.  249.240f of this
chapter), paragraph C.(6) of the General Instructions to Form 6-K
(Sec.  249.306 of this chapter), General Instruction C.3.(g) of Form N-
1A (Sec. Sec.  239.15A and 274.11A of this chapter), General
Instruction H.2 of Form N-2 (Sec. Sec.  239.14 and 274.11a-1 of this
chapter), General Instruction H of Form N-5 (Sec. Sec.  239.24 and
274.5 of this chapter), and General Instruction F.2 of Form N-14 (Sec.
239.34 of this chapter) specify when electronic filers are required or
permitted to submit an Interactive Data File (Sec.  232.11), as further
described in the note to this section. This section imposes content,
format and submission requirements for an Interactive Data File, but
does not change the substantive content requirements for the financial
and other disclosures in the Related Official Filing (Sec.  232.11).
    (a) * * *
    (2) Be submitted only by an electronic filer either required or
permitted to submit an Interactive Data File as specified by Sec.
229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S-K),
paragraph (101) of Part II--Information Not Required to be Delivered to
Offerees or Purchasers of Form F-10 (Sec.  239.40 of this chapter),
paragraph 101 of the Instructions as to Exhibits of Form 20-F (Sec.
249.220f of this chapter), paragraph B.(15) of the General Instructions
to Form 40-F (Sec.  249.240f of this chapter), paragraph C.(6) of the
General Instructions to Form 6-K (Sec.  249.306 of this chapter),
General Instruction C.3.(g) of Form N-1A (Sec. Sec.  239.15A and
274.11A of this chapter), General Instruction H.2 of Form N-2
(Sec. Sec.  239.14 and 274.11a-1 of this chapter), General Instruction
H of Form N-5 (Sec. Sec.  239.24 and 274.5 of this chapter), or General
Instruction F.2 of Form N-14 (Sec.  239.34 of this chapter), as
applicable;
    (3) * * *
    (i) If the electronic filer is not a management investment company
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et
seq.), a small business investment company registered under the
Investment Company Act of 1940 (15 U.S.C. 80a et seq.), or a business
development company as defined in section 2(a)(48) of the Investment
Company Act of 1940 (15 U.S.C. 80a-2(a)(48)), and is not within one of
the categories specified in paragraph (f)(1)(i) of this section, as
partly embedded into a filing with the remainder simultaneously
submitted as an exhibit to:
* * * * *
    (ii) If the electronic filer is a management investment company
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et
seq.), a small business investment company registered under the
Investment Company Act of 1940 (15 U.S.C. 80a et seq.), or a business
development company as defined in section 2(a)(48) of the Investment
Company Act of 1940 (15 U.S.C. 80a-2(a)(48)), and is not within one of
the categories specified in paragraph (f)(1)(ii) of this section, as
partly embedded into a filing with the remainder simultaneously
submitted as an exhibit to a filing that contains the disclosure this
section requires to be tagged; and
    (4) Be submitted in accordance with the EDGAR Filer Manual and, as
applicable, either Sec.  229.601(b)(101) of this chapter (Item
601(b)(101) of Regulation S-K), paragraph (101) of Part II--Information
Not Required to be Delivered to Offerees or Purchasers of Form F-10
(Sec.  239.40 of this chapter),

paragraph 101 of the Instructions as to Exhibits of Form 20-F (Sec.
249.220f of this chapter), paragraph B.(15) of the General Instructions
to Form 40-F (Sec.  249.240f of this chapter), paragraph C.(6) of the
General Instructions to Form 6-K (Sec.  249.306 of this chapter),
General Instruction C.3.(g) of Form N-1A (Sec. Sec.  239.15A and
274.11A of this chapter), General Instruction H.2 of Form N-2
(Sec. Sec.  239.14 and 274.11a-1 of this chapter), General Instruction
H of Form N-5 (Sec. Sec.  239.24 and 274.5 of this chapter), or General
Instruction F.2 of Form N-14 (Sec.  239.34 of this chapter).
    (b) * * *
    (3) If the electronic filer is a closed-end management investment
company registered under the Investment Company Act of 1940 (15 U.S.C.
80a et seq.) or a business development company as defined in section
2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a-
2(a)(48)), an Interactive Data File must consist only of a complete set
of information for all periods required to be presented in the
corresponding data in the Related Official Filing, no more and no less,
from all of the information provided by the electronic filer in the
Calculation of the Registration Fee table contained on the cover page
of Form N-2 (Sec. Sec.  239.14 and 274.11a-1 of this chapter).
    (4) If the electronic filer is a small business investment company
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et
seq.), an Interactive Data File must consist of only a complete set of
information required to be presented in the corresponding data in the
Related Official Filing, no more and no less, from all of the
information provided by the electronic filer in the Calculation of the
Registration Fee table contained on the cover page of Form N-5
(Sec. Sec.  239.24 and 274.5 of this chapter).
    (5) If the electronic filer is a management investment company
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et
seq.) or a business development company as defined in section 2(a)(48)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(48)) with
registered securities under the Securities Act of 1933 (15 U.S.C. 77a
et seq.), an Interactive Data File must consist of only a complete set
of information required to be presented in the corresponding data in
the Related Official Filing, no more and no less, from all of the
information provided by the electronic filer in the Calculation of the
Registration Fee table contained on the cover page of Form N-14 (Sec.
239.34 of this chapter).
* * * * *
    (f) * * *
    (1) * * *
    (i) In the manner specified in paragraph (f)(2) of this section
rather than as specified by paragraph (a)(3)(i) of this section: Any
electronic filer that is not a management investment company registered
under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), a
small business investment company registered under the Investment
Company Act of 1940 (15 U.S.C. 80a et seq.), or a business development
company as defined in section 2(a)(48) of the Investment Company Act of
1940 (15 U.S.C. 80a-2(a)(48)) if it is within one of the following
categories, provided, however, that an Interactive Data File first is
required to be submitted in the manner specified by paragraph (a)(3)(i)
of this section for a periodic report on Form 10-Q (Sec.  249.308a of
this chapter) if the filer reports on Form 10-Q:
* * * * *
    (ii) In the manner specified in paragraph (f)(3) of this section
rather than as specified by paragraph (a)(3)(ii) of this section: Any
electronic filer that is a management investment company registered
under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), a
small business investment company registered under the Investment
Company Act of 1940 (15 U.S.C. 80a et seq.), or a business development
company as defined in section 2(a)(48) of the Investment Company Act of
1940 (15 U.S.C. 80a-2(a)(48)) that, together with other investment
companies in the same ``group of related investment companies,'' as
such term is defined in Sec.  270.0-10 of this chapter, has assets of:
* * * * *

    Note to Sec.  232.405:  * * * For an issuer that is a management
investment company registered under the Investment Company Act of
1940 (15 U.S.C. 80a et seq.), a business development company as
defined in section 2(a)(48) of the Investment Company Act of 1940
(15 U.S.C. 80a-2(a)(48)), or a small business investment company
which is registered under the Investment Company Act of 1940 (15
U.S.C. 80a et seq.), General Instruction C.3.(g) of Form N-1A
(Sec. Sec.  239.15A and 274.11A of this chapter), General
Instruction H.2 of Form N-2 (Sec. Sec.  239.14 and 274.11a-1 of this
chapter), General Instruction H of Form N-5 (Sec. Sec.  239.24 and
274.5 of this chapter), or General Instruction F.2 of Form N-14
(Sec.  239.34 of this chapter), as applicable, specifies the
circumstances under which an Interactive Data File must be
submitted.

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

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

    Authority:  15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-
3, 77sss, 78c, 78l, 78m,78n, 78o(d), 78o-7 note, 78u-5, 78w(a),
78ll, 78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24,
80a-26, 80a-29, 80a-30, and 80a-37; and sec. 107, Pub. L. 112-106,
126 Stat. 312, unless otherwise noted.
* * * * *
0
15. Amend Form S-1 (referenced in Sec.  239.11) by revising the
``Calculation of Registration Fee'' table and the note that immediately
follows it to read as follows:

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

United States Securities and Exchange Commission

Washington, DC 20549

FORM S-1

Registration Statement Under the Securities Act of 1933

* * * * *

                                                             Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                 Proposed maximum  Proposed maximum
   Title of each  class of       Amount to be     offering price       aggregate         Fee rate          Amount of     Reliance on rule(s)  (check all
 securities  to be registered     registered         per unit       offering price                     registration fee            that apply)
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Rule 415(a)(6) [square]
                                                                                Rule 429 [square]
                                                                                Rule 457(b) or
                                                                                Rule 0-11(a)(2) [square]
                                                                                Rule 457(o) [square]
                                                                                Rule 457(p) [square]
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the ``Calculation of Registration Fee'' Table
(``Fee Table'') and Related Disclosure:
    1. For a fee calculated as specified in Rule 457(f) (Sec.
230.457(f) of this chapter), disclose the amount and value of
securities to be received by the registrant or cancelled upon the
issuance of securities registered on this Form, and explain how the
value was calculated in accordance with Rule 457(f)(1) and (2), as
applicable. The explanation must include the value per share of the
securities received by the registrant or cancelled upon the issuance of
securities registered on this Form. Also disclose any amount of cash to
be paid by the registrant in connection with the exchange or other
transaction, and any amount of cash to be received by the registrant in
connection with the exchange or other transaction. In accordance with
Rule 457(f)(3), to determine the maximum aggregate offering price for
such a transaction, the registrant should deduct any amount of cash to
be paid by the registrant in connection with the exchange or other
transaction from, and add any amount of cash to be received by the
registrant in connection with the exchange or other transaction to, the
value of the securities to be received or cancelled as calculated in
accordance with Rule 457(f)(1) and (2), as applicable. Omit from the
fee table the maximum aggregate offering price per unit.
    2. If relying on Rule 457(o) under the Securities Act (Sec.
230.457(o) of this chapter) to register securities on this Form by
maximum aggregate offering price, check the appropriate box in the Fee
Table and you may omit from the Fee Table the amount of securities to
be registered and the proposed maximum offering price per unit.
    3. When filing a pre-effective amendment that increases the amount
of securities of any class to be registered, disclose, for each such
class, the number of securities previously registered or, if the filing
fee previously paid with respect to that class was calculated in
reliance on Rule 457(o), the maximum aggregate offering price
previously registered.
    4. If you have filed a registration statement for two separate
securities and then decide to increase the amount of one security and
decrease the other, you may file a pre-effective amendment to reflect
such increase and decrease in the Fee Table and reallocate the fees
already paid under the registration statement between the two
securities. If a pre-effective amendment is filed to increase the
amount of securities of one or more registered classes and decrease the
amount of securities of one or more registered classes, a registrant
that did not rely on Rule 457(o) to calculate the filing fee due for
the initial filing or latest pre-effective amendment to such filing may
recalculate the total filing fee due for the registration statement in
its entirety and claim an offset pursuant to Rule 457(b) in the amount
of the filing fee previously paid in connection with the registration
statement.
    5. If relying on Rule 415(a)(6) under the Securities Act (Sec.
230.415(a)(6) of this chapter) to carry forward to this registration
statement unsold securities covered by an earlier registration
statement, check the appropriate box in the Fee Table and provide the
following information:
    i. The amount of securities being carried forward, expressed in
terms of the number of securities, or, if the related filing fee was
calculated in reliance on Rule 457(o), the maximum aggregate offering
amount;
    ii. The file number of the earlier registration statement;
    iii. The initial effective date of the earlier registration
statement; and
    iv. The filing fee previously paid in connection with the unsold
securities being carried forward.
    The fee table for the new registration statement should not include
the securities that have been carried forward or the filing fee
previously paid in connection with those securities, which will
continue to be applied to those securities.
    6. If relying on Rule 457(p) under the Securities Act (Sec.
230.457(p) of this chapter) to offset some or all of the filing fee due
on this registration statement with the filing fee previously paid for
unsold securities under an earlier effective registration statement,
check the appropriate box in the Fee Table and provide the following
information:
    i. The dollar amount of the previously paid filing fee to be offset
against the currently due filing fee;
    ii. The amount of unsold securities or aggregate offering amount
from the prior registration statement associated with the claimed
offset;
    iii. The file number of, and the name of the registrant that filed,
the earlier registration statement from which the filing fee is offset;
    iv. The initial filing date of the earlier registration statement;
and
    v. A statement that the registrant has either withdrawn the prior
registration statement or has terminated or completed any offering that
included the unsold securities under the prior registration statement.
    If you were not the registrant under that earlier registration
statement, checking the box affirms that you are that registrant's
successor, majority-owned subsidiary, or parent owning more than 50% of
the registrant's outstanding voting securities eligible to claim a
filing fee offset. See the definitions of ``successor'' and ``majority-
owned subsidiary'' in Rule 405 under the Securities Act.
    7. If relying on Rule 457(b) under the Securities Act (Sec.
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act
(Sec.  240.0-11(a)(2) of this chapter) to offset some or all of the
filing fee due on this registration statement by amounts paid in
connection with earlier filings relating to the same transaction, check
the appropriate box in the Fee Table and provide the following
information:
    i. The dollar amount of the previously paid filing fee to be offset
against the currently due filing fee;
    ii. The type of filing or form type, file number, and initial
filing date of the earlier registration statement or Exchange Act
filing with which the earlier fee was paid; and
    iii. If claiming an offset from an earlier Securities Act
registration statement, a detailed explanation of the basis for the
claimed offset.
    8. If this Form includes a combined prospectus pursuant to Rule 429
under the Securities Act of 1933 (Sec.  230.429 of this chapter), check
the appropriate box in the Fee Table and provide the following
information outside the fee table: The file number(s) of the earlier
effective registration statement(s), and the amount or maximum
aggregate offering price of unsold securities registered on the earlier
registration statement(s) that may be offered and sold using the
combined prospectus.
    9. If not otherwise explained in response to these instructions,
disclose specific details relating to the fee calculation as necessary
to clarify the information presented in the Fee Table, including
references to the provisions of Rule 457 (Sec.  230.457 of this
chapter) relied upon.
    10. Disclosure provided in response to these instructions must
immediately follow the Fee Table.
* * * * *
0
16. Amend Form S-3 (referenced in Sec.  239.13) by:
0
a. Revising the ``Calculation of Registration Fee'' table and the notes
that immediately follow it;
0
b. Removing and reserving paragraphs D and E of ``II. Application of
General Rules and Regulations'' under the General Instructions; and
0
c. Revising paragraph F of ``II. Application of General Rules and

Regulations'' under the General Instructions.
    The revisions read as follows:

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

United States Securities and Exchange Commission

Washington, DC 20549

Form S-3

Registration Statement Under the Securities Act of 1933

* * * * *

                                                             Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                       Proposed
   Title of each  class of       Amount to be        Proposed           maximum                            Amount of      Reliance on Rule(s) (check all
 securities  to be registered     registered     maximum offering      aggregate         Fee rate        registration              that apply)
                                                  price  per unit   offering price                            fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                415(a)(6) [square]
                                                                                Rule 429 [square]
                                                                                Rule 457(b) or
                                                                                Rule 0-11(a)(2) [square]
                                                                                Rule 457(o) [square]
                                                                                Rule 457(p) [square]
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the ``Calculation of Registration Fee'' Table
(``Fee Table'') and Related Disclosure:
    1. If relying on Rule 457(o) under the Securities Act (Sec.
230.457(o) of this chapter) to register securities on this Form by
maximum aggregate offering price, check the appropriate box in the Fee
Table and you may omit from the Fee Table the amount of securities to
be registered and the proposed maximum offering price per unit.
    2. When filing a pre-effective amendment that increases the amount
of securities of any class to be registered, disclose, for each such
class, the number of securities previously registered or, if the filing
fee previously paid with respect to that class was calculated in
reliance on Rule 457(o), the maximum aggregate offering price
previously registered.
    3. If you have filed a registration statement for two separate
securities and then decide to increase the amount of one security and
decrease the other, you may file a pre-effective amendment to reflect
such increase and decrease in the Fee Table and reallocate the fees
already paid under the registration statement between the two
securities. If a pre-effective amendment is filed to increase the
amount of securities of one or more registered classes and decrease the
amount of securities of one or more registered classes, a registrant
that did not rely on Rule 457(o) to calculate the filing fee due for
the initial filing or latest pre-effective amendment to such filing may
recalculate the total filing fee due for the registration statement in
its entirety and claim an offset pursuant to Rule 457(b) in the amount
of the filing fee previously paid in connection with the registration
statement.
    4. When registering two or more classes of securities pursuant to
General Instruction I.B.1., I.B.2., I.B.6., or I.D. of this Form for an
offering pursuant to Securities Act Rule 415(a)(1)(x) (Sec.
230.415(a)(1)(x) of this chapter) and where this form is not filed by a
well-known seasoned issuer that elects to defer payment of fees as
permitted by Rule 456(b), Rule 457(o) permits the calculation of the
registration fee to be based on the maximum offering price of all the
securities listed in the Fee Table. In this event, the Fee Table must
list each of the classes of securities being registered and state the
maximum aggregate offering price for all of the classes of securities
on a combined basis, but may omit the proposed maximum aggregate
offering price for each class.
    5. A well-known seasoned issuer registering securities on an
automatic shelf registration statement pursuant to General Instruction
I.D. of this Form may, at its option, defer payment of registration
fees as permitted by Rule 456(b) (Sec.  230.456(b) of this chapter). If
a registrant elects to pay all or any portion of the registration fees
on a deferred basis, the Fee Table in the initial filing must identify
the classes of securities being registered and the registrant must
state, in response to this instruction, that it elects to rely on
Securities Act Rules 456(b) and 457(r), but the Fee Table does not need
to specify any other information. When the issuer files a post-
effective amendment or a prospectus in accordance with Rule
456(b)(1)(ii) (Sec.  230.456(b)(1)(ii) of this chapter) to pay a
deferred fee, the amended Fee Table must specify either the dollar
amount of securities being registered if paid in advance of or in
connection with an offering or offerings or the aggregate offering
price for all classes of securities in the referenced offering or
offerings and the applicable registration fee, which shall be
calculated based on the fee payment rate in effect on the date of the
fee payment.
    6. If relying on Rule 415(a)(6) under the Securities Act (Sec.
230.415(a)(6) of this chapter) to carry forward to this registration
statement unsold securities covered by an earlier registration
statement, check the appropriate box in the Fee Table and provide the
following information:
    i. The amount of securities being carried forward, expressed in
terms of the number of securities, or, if the related filing fee was
calculated in reliance on Rule 457(o), the maximum aggregate offering
amount;
    ii. The file number of the earlier registration statement;
    iii. The initial effective date of the earlier registration
statement; and
    iv. The filing fee previously paid in connection with the unsold
securities being carried forward.
    The fee table for the new registration statement should not include
the securities that have been carried forward or the filing fee
previously paid in connection with those securities, which will
continue to be applied to those securities.
    7. If relying on Rule 457(p) under the Securities Act (Sec.
230.457(p) of this chapter) to offset some or all of the filing fee due
on this registration statement with the filing fee previously paid for
unsold securities under an earlier effective registration statement,
check the appropriate box in the Fee Table and provide the following
information:

    i. The dollar amount of the previously paid filing fee to be offset
against the currently due filing fee;
    ii. The amount of unsold securities or aggregate offering amount
from the prior registration statement associated with the claimed
offset;
    iii. The file number of, and the name of the registrant that filed,
the earlier registration statement from which the filing fee is offset;
    iv. The initial filing date of the earlier registration statement;
and
    v. A statement that the registrant has either withdrawn the prior
registration statement or has terminated or completed any offering that
included the unsold securities under the prior registration statement.
    If you were not the registrant under that earlier registration
statement, checking the box affirms that you are that registrant's
successor, majority-owned subsidiary, or parent owning more than 50% of
the registrant's outstanding voting securities eligible to claim a
filing fee offset. See the definitions of ``successor'' and ``majority-
owned subsidiary'' in Rule 405 under the Securities Act.
    8. If relying on Rule 457(b) under the Securities Act (Sec.
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act
(Sec.  240.0-11(a)(2) of this chapter) to offset some or all of the
filing fee due on this registration statement by amounts paid in
connection with earlier filings relating to the same transaction, check
the appropriate box in the Fee Table and provide the following
information:
    i. The dollar amount of the previously paid filing fee to be offset
against the currently due filing fee;
    ii. The type of filing or form type, file number, and initial
filing date of the earlier registration statement or Exchange Act
filing with which the earlier fee was paid; and
    iii. If claiming an offset from an earlier Securities Act
registration statement, a detailed explanation of the basis for the
claimed offset.
    9. If this Form includes a combined prospectus pursuant to Rule 429
under the Securities Act of 1933 (Sec.  230.429 of this chapter), check
the appropriate box in the Fee Table and provide the following
information outside the fee table: The file number(s) of the earlier
effective registration statement(s), and the amount or maximum
aggregate offering price of unsold securities registered on the earlier
registration statement(s) that may be offered and sold using the
combined prospectus.
    10. If not otherwise explained in response to these instructions,
disclose specific details relating to the fee calculation as necessary
to clarify the information presented in the Fee Table, including
references to the provisions of Rule 457 (Sec.  230.457 of this
chapter) relied upon.
    11. Disclosure provided in response to these instructions must
immediately follow the Fee Table.

General Instructions

* * * * *

II. Application of General Rules and Regulations

* * * * *
    D. [Reserved]
    E. [Reserved]
    F. Information in Automatic and Non-Automatic Shelf Registration
Statements. Where securities are being registered on this Form pursuant
to General Instruction I.B.1, I.B.2, I.B.6, I.C., or I.D., information
is only required to be furnished as of the date of initial
effectiveness of the registration statement to the extent required by
Rule 430A or Rule 430B. Required information about a specific
transaction must be included in the prospectus in the registration
statement by means of a prospectus that is deemed to be part of and
included in the registration statement pursuant to Rule 430A or Rule
430B, a post-effective amendment to the registration statement, or a
periodic or current report under the Exchange Act incorporated by
reference into the registration statement and the prospectus and
identified in a prospectus filed, as required by Rule 430B, pursuant to
Rule 424(b) (Sec.  230.424(b) of this chapter), provided, however, that
information specified in the definition of the term ``General
Interactive Data File'' (Sec.  232.11 of this chapter) shall be placed
in one of these documents other than a periodic or current report under
the Exchange Act incorporated by reference into the registration
statement. Each post-effective amendment or final prospectus filed
pursuant to Rule 424(b), in either case filed to provide required
information about a specific transaction, must include the maximum
aggregate amount or maximum aggregate offering price of the securities
to which the post-effective amendment or prospectus relates and each
such prospectus must indicate that it is a final prospectus for the
related offering.
* * * * *
0
17. Amend Form S-8 (referenced in Sec.  239.16b) by:
0
a. Revising the ``Calculation of Registration Fee'' table;
0
b. Removing paragraph 2 of the Notes to the ``Calculation of
Registration Fee'' Table; and
0
c. Adding text immediately after the Notes to the ``Calculation of
Registration Fee Table''.
    The revisions and additions read as follows:

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

United States Securities and Exchange Commission

Washington, DC 20549

Form S-8

Registration Statement Under the Securities Act of 1933

* * * * *

                                                             Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                 Proposed maximum  Proposed maximum
   Title of each  class of       Amount to be     offering price       aggregate         Fee rate          Amount of     Reliance on Rule(s)  (check all
 securities to be registered      registered         per unit       offering price                     registration fee            that apply)
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Rule 457(o) [square]
                                                                                Rule 457(p) [square]
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Notes:
    1. If plan interests are being registered, include the following:
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit
plan(s) described herein.
    Instructions to the ``Calculation of Registration Fee'' Table
(``Fee Table'') and Related Disclosure:
    1. If relying on Rule 457(a) and (h) under the Securities Act
(Sec.  230.457(a)

and (h) of this chapter) to calculate the fee due for this registration
statement and the offering price of the securities is not known,
disclose the basis of the price of the securities to be registered as
determined pursuant to Securities Act Rule 457(h).
    2. If relying on Rule 457(o) under the Securities Act (Sec.
230.457(o) of this chapter) to register securities on this Form by
maximum aggregate offering price, check the appropriate box in the Fee
Table and you may omit from the Fee Table the amount of securities to
be registered and the proposed maximum offering price per unit.
    3. If relying on Rule 457(p) under the Securities Act (Sec.
230.457(p) of this chapter) to offset some or all of the filing fee due
on this registration statement with the filing fee previously paid for
unsold securities under an earlier effective registration statement,
check the appropriate box in the Fee Table and provide the following
information:
    i. The dollar amount of the previously paid filing fee to be offset
against the currently due filing fee;
    ii. The amount of unsold securities or aggregate offering amount
from the prior registration statement associated with the claimed
offset;
    iii. The file number of, and the name of the registrant that filed,
the earlier registration statement from which the filing fee is offset;
    iv. The initial filing date of the earlier registration statement;
and
    v. A statement that the registrant has either withdrawn the prior
registration statement or has terminated or completed any offering that
included the unsold securities under the prior registration statement.
    If you were not the registrant under that earlier registration
statement, checking the box affirms that you are that registrant's
successor, majority-owned subsidiary, or parent owning more than 50% of
the registrant's outstanding voting securities eligible to claim a
filing fee offset. See the definitions of ``successor'' and ``majority-
owned subsidiary'' in Rule 405 under the Securities Act.
    4. If not otherwise explained in response to these instructions,
disclose specific details relating to the fee calculation as necessary
to clarify the information presented in the Fee Table, including
references to the provisions of Rule 457 (Sec.  230.457 of this
chapter) relied upon.
    5. Disclosure provided in response to these instructions must
immediately follow the Fee Table.
* * * * *
0
18. Amend Form S-11 (referenced in Sec.  239.18) by:
0
a. Revising the ``Calculation of Registration Fee'' table; and
0
b. Revising the note immediately beneath the revised ``Calculation of
Registration Fee'' table and immediately above the paragraph that
begins ``The registrant hereby amends this registration statement''.
    The revisions read as follows:

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

United States Securities and Exchange Commission

Washington, DC 20549

Form S-11

Registration Statement Under the Securities Act of 1933

* * * * *

                                                             Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                 Proposed maximum  Proposed maximum
   Title of each  class of       Amount to be     offering price       aggregate         Fee rate          Amount of      Reliance on Rule(s) (check all
 securities  to be registered     registered         per unit       offering price                     registration fee            that apply)
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Rule 415(a)(6) [square]
                                                                                Rule 429 [square]
                                                                                Rule 457(b) or
                                                                                Rule 0-11(a)(2) [square]
                                                                                Rule 457(o) [square]
                                                                                Rule 457(p) [square]
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the ``Calculation of Registration Fee'' Table
(``Fee Table'') and Related Disclosure:
    1. For a fee calculated as specified in Rule 457(f) (Sec.
230.457(f) of this chapter), disclose the amount and value of
securities to be received by the registrant or cancelled upon the
issuance of securities registered on this Form, and explain how the
value was calculated in accordance with Rule 457(f)(1) and (2), as
applicable. The explanation must include the value per share of the
securities received by the registrant or cancelled upon the issuance of
securities registered on this Form. Also disclose any amount of cash to
be paid by the registrant and any amount of cash to be received by the
registrant in connection with the exchange or other transaction. In
accordance with Rule 457(f)(3), to determine the maximum aggregate
offering price for such a transaction, the registrant should deduct any
amount of cash to be paid by the registrant in connection with the
exchange or other transaction from, and add any amount of cash to be
received by the registrant in connection with the exchange or other
transaction to, the value of the securities to be received or cancelled
as calculated in accordance with Rule 457(f)(1) and (2), as applicable.
Omit from the fee table the maximum aggregate offering price per unit.
    2. If relying on Rule 457(o) under the Securities Act (Sec.
230.457(o) of this chapter) to register securities on this Form by
maximum aggregate offering price, check the appropriate box in the Fee
Table and you may omit from the Fee Table the amount of securities to
be registered and the proposed maximum offering price per unit.
    3. When filing a pre-effective amendment that increases the amount
of securities of any class to be registered, disclose, for each such
class, the number of securities previously registered or, if the filing
fee previously paid with respect to that class was calculated in
reliance on Rule 457(o), the maximum aggregate offering price
previously registered.
    4. If you have filed a registration statement for two separate
securities and then decide to increase the amount of one security and
decrease the other, you may file a pre-effective amendment to reflect
such increase and decrease in the Fee Table and reallocate the fees
already paid under the registration statement between the two
securities. If a pre-effective amendment is filed to increase the
amount of securities of one or more registered classes and decrease the
amount of securities of one or more

registered classes, a registrant that did not rely on Rule 457(o) to
calculate the filing fee due for the initial filing or latest pre-
effective amendment to such filing may recalculate the total filing fee
due for the registration statement in its entirety and claim an offset
pursuant to Rule 457(b) in the amount of the filing fee previously paid
in connection with the registration statement.
    5. If relying on Rule 415(a)(6) under the Securities Act (Sec.
230.415(a)(6) of this chapter) to carry forward to this registration
statement unsold securities covered by an earlier registration
statement, check the appropriate box in the Fee Table and provide the
following information:
    i. The amount of securities being carried forward, expressed in
terms of the number of securities or, if the related filing fee was
calculated in reliance on Rule 457(o), the maximum aggregate offering
amount;
    ii. The file number of the earlier registration statement;
    iii. The initial effective date of the earlier registration
statement; and
    iv. The filing fee previously paid in connection with the unsold
securities being carried forward.
    The fee table for the new registration statement should not include
the securities that have been carried forward or the filing fee
previously paid in connection with those securities, which will
continue to be applied to those securities.
    6. If relying on Rule 457(p) under the Securities Act (Sec.
230.457(p) of this chapter) to offset some or all of the filing fee due
on this registration statement with the filing fee previously paid for
unsold securities under an earlier effective registration statement,
check the appropriate box in the Fee Table and provide the following
information:
    i. The dollar amount of the previously paid filing fee to be offset
against the currently due filing fee;
    ii. The amount of unsold securities or aggregate offering amount
from the prior registration statement associated with the claimed
offset;
    iii. The file number of, and the name of the registrant that filed,
the earlier registration statement from which the filing fee is offset;
    iv. The initial filing date of the earlier registration statement;
and
    v. A statement that the registrant has either withdrawn the prior
registration statement or has terminated or completed any offering that
included the unsold securities under the prior registration statement.
    If you were not the registrant under that earlier registration
statement, checking the box affirms that you are that registrant's
successor, majority-owned subsidiary, or parent owning more than 50% of
the registrant's outstanding voting securities eligible to claim a
filing fee offset. See the definitions of ``successor'' and ``majority-
owned subsidiary'' in Rule 405 under the Securities Act.
    7. If relying on Rule 457(b) under the Securities Act (Sec.
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act
(Sec.  240.0-11(a)(2) of this chapter) to offset some or all of the
filing fee due on this registration statement by amounts paid in
connection with earlier filings relating to the same transaction, check
the appropriate box in the Fee Table and provide the following
information:
    i. The dollar amount of the previously paid filing fee to be offset
against the currently due filing fee;
    ii. The type of filing or form type, file number, and initial
filing date of the earlier registration statement or Exchange Act
filing with which the earlier fee was paid; and
    iii. If claiming an offset from an earlier Securities Act
registration statement, a detailed explanation of the basis for the
claimed offset.
    8. If this Form includes a combined prospectus pursuant to Rule 429
under the Securities Act of 1933 (Sec.  230.429 of this chapter), check
the appropriate box in the Fee Table and provide the following
information outside the fee table: The file number(s) of the earlier
effective registration statement(s), and the amount or maximum
aggregate offering price of unsold securities registered on the earlier
registration statement(s) that may be offered and sold using the
combined prospectus.
    9. If not otherwise explained in response to these instructions,
disclose specific details relating to the fee calculation as necessary
to clarify the information presented in the Fee Table, including
references to the provisions of Rule 457 (Sec.  230.457 of this
chapter) relied upon.
    10. Disclosure provided in response to these instructions must
immediately follow the Fee Table.
* * * * *
0
19. Amend Form N-14 (referenced in Sec.  239.23) by
0
a. Revising the ``Calculation of Registration Fee under the Securities
Act of 1933'' table; and
0
b. Revising General Instruction F.
    The revisions read as follows:

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

* * * * *

                                            Calculation of Registration Fee Under the Securities Act of 1933
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                        Proposed  maximum    Proposed  maximum
    Title of securities being         Amount being      offering price per   aggregate offering        Fee rate           Amount of registration fee
           registered                  registered              unit                price
--------------------------------------------------------------------------------------------------------------------------------------------------------

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

* * * * *

F. Preparation of the Registration Statement

    1. The following instructions for completing Form N-14 are divided
into three parts. Part A relates to the prospectus required by Section
10(a) of the Securities Act. Part B relates to the SAI that must be
provided upon request to recipients of the prospectus. Part C relates
to other information that is required to be in the registration
statement.
    2. Interactive Data Files.
    a. An Interactive Data File as defined in Rule 11 of Regulation S-T
is required to be submitted to the Commission in the manner provided by
Rule 405 of Regulation S-T for any registration statement or post-
effective amendment thereto on Form N-14 containing the cover page
information specified in Rule 405 of Regulation S-T. The Interactive
Data File must be submitted either with the filing, or as an amendment
to the registration statement to which it relates that is submitted on
or before the date the registration statement or post-effective
amendment that contains the related information becomes effective.
    b. The Interactive Data File must be submitted in accordance with
the specifications in the EDGAR Filer Manual.
* * * * *

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

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

United States Securities and Exchange Commission

Washington, DC 20549

Form S-4

Registration Statement Under the Securities Act of 1933

* * * * *

                                                             Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                     Proposed          Proposed