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

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

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

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

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

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

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

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

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

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

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

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

United States Securities and Exchange Commission

Washington, DC 20549

Form SF-1

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

III. Registration of Additional Securities

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

PART II--INFORMATION NOT REQUIRED IN PROSPECTUS

* * * * *

Item 14. Exhibits.

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

Calculation of Filing Fee Tables

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

(Form Type)

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

(Exact Name of Registrant as Specified in its Charter)

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

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

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

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

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

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

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

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

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

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

United States Securities and Exchange Commission

Washington, DC 20549

Form SF-3

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

II. Application of General Rules and Regulations

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

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

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

PART II--INFORMATION NOT REQUIRED IN PROSPECTUS

* * * * *

Item 14. Exhibits.

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

Calculation of Filing Fee Tables

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

(Form Type)

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

(Exact Name of Registrant as Specified in its Charter)

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

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

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

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

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

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

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

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

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

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

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

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

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

Sec.  240.0-9   Payment of filing fees.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Item 16. Exhibits

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

Calculation of Filing Fee Tables

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

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

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

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

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

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

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

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General Instructions

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II. Filing Instructions and Fees

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

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

Calculation of Filing Fee Tables

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

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