In some instances, entities that file fee-bearing documents that do not
currently require Inline XBRL already will have experience filing their
financial statements and Exchange Act cover page information in Inline
XBRL.\141\
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    \138\ We anticipate that registered closed-end funds (that are
not interval funds) and BDCs will be the only Form N-14 filers
required to provide, and thus tag, the filing fee exhibit. The vast
majority of investment companies that file on Form N-14 pay
registration fees on Form 24F-2 and will not be subject to these
requirements.
    \139\ For a general discussion of the financial statement
tagging requirements applicable to Securities Act and Exchange Act
forms, see Operating Company Financial Statement Tagging Release and
the Inline XBRL Release, supra note 13. The Commission recently
adopted amendments that, among other things, required BDCs to tag
their financial statements using Inline XBRL. See Closed-End Fund
Offering Reform, supra note 2.
    \140\ For a general discussion of the Exchange Act report cover
page tagging requirements, see FAST Act Modernization and
Simplification of Regulation S-K, Release No. 33-10618 (Mar. 20,
2019) [84 FR 12674 (Apr. 2, 2019)] (``FAST Act Adopting Release'')
as corrected at 84 FR 13796 (Apr. 8, 2019) and FAST Act
Modernization and Simplification of Regulation S-K; Correction,
Release No. 33-10618A (Aug. 6, 2019) [84 FR 39966 (Aug. 13, 2019)]
(collectively, ``FAST Act Release''). Registered closed-end funds
and BDCs are also subject to Form N-2's cover page tagging
requirements. See Closed-End Fund Offering Reform, supra note 2.
    \141\ For example, an issuer filing a Schedule 13E-3 with regard
to itself already would be subject to reporting obligations under
the Exchange Act and, as a result, very likely already be subject to
Inline XBRL financial statement and cover page structuring
requirements. Similarly, a registered closed-end fund or BDC that
files a registration statement on Form N-14 will already be subject
to Inline XBRL prospectus disclosure and cover page structuring
requirements.
---------------------------------------------------------------------------

    Additionally, we are adopting amendments that will, as proposed,
require investment companies to use Inline XBRL to structure the filing
fee-related information required in Forms N-2 and N-14. No commenter
specifically addressed the proposed approach for implementing the
filing fee structured data requirement for funds, other than to
recommend that we require funds to use Inline XBRL to tag all filing
fee-related information, as proposed.\142\ However, we believe that
requiring a consistent approach to the data tagging requirements for
similar forms with the same or similar disclosures will reduce
confusion and simplify the process for filers and Commission staff.
Accordingly, in a change from the proposal, we are not adopting the
proposed amendments to Rule 405 or Forms N-2 and N-14.\143\ Instead, we
are conforming the structured data requirements for Forms N-2 and N-14
to largely mirror the approach we are adopting for the Affected
Securities Act and Exchange Act Forms and Schedules. Specifically, we
are amending the General Instructions in Forms N-2 and N-14 to require
the specified filing fee exhibits to be submitted as structured data in
the manner provided by Rule 408 of Regulation S-T.\144\
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    \142\ See letter from XBRL US.
    \143\ In a change from the proposal, and to facilitate the
relocation of the filing fee table from the cover page to an
exhibit, we are amending Rule 405(b)(3)(ii) to remove the reference
to ``the Calculation of the Registration Fee table.''
    \144\ General Instruction I.4 of Form N-2; General Instruction
H.1 of Form N-14.
---------------------------------------------------------------------------

    Consistent with the views of commenters \145\ and the XBRL vendors
that one of them surveyed \146\ favoring a pilot program and vendor
access to an EDGAR stage-level system for user acceptance testing, the
amendments will permit all filers to file their filing fee-related
information structured in Inline XBRL prior to the compliance date for
each category of filers \147\ and we will make available a separate
filing agent test system, respectively.\148\ Filers will be able to
file under the amendments once the EDGAR system has been modified to
accept filing fee-related information in Inline XBRL for all fee-
bearing documents subject to the amendments, which is anticipated to be
approximately six months before the earliest compliance date.\149\
Commission staff plans to make the taxonomy for the structured data
available close to the time that the filer agent system is opened for
testing. Notice of EDGAR system readiness to accept filing fee-related
information in Inline XBRL will be provided in a manner similar to
notices of taxonomy updates and EDGAR Filer Manual updates.\150\ We
believe that offering filers the option to file filing fee-related
information using Inline XBRL before the compliance date will enable
filers that are ready to transition to Inline XBRL to begin realizing
the benefits of doing so sooner. We also believe that this option and
the filing agent test system will enable vendors and filing agents
\151\ used by early adopters to gain valuable expertise that may help
facilitate the transition for filers that transition at a later time.
While neither the early compliance option nor the filing agent test
system is a formal pilot program, they should serve much the same
purpose of providing an opportunity to filers, filing agents and the
Commission to gain experience with the technical aspects of the new
rules. Filers that do not choose to file filing fee-related information
using Inline XBRL prior to the applicable compliance date will continue
to be required to submit the filing fee-related information in
compliance with the then applicable content and location requirements
in the same format as they do currently.\152\
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    \145\ See letters from XBRL US and XBRL US WG.
    \146\ See letter from XBRL US.
    \147\ A filer that voluntarily chooses to structure a filing fee
exhibit before its compliance date, will still be free to structure
or not structure its filing fee exhibits until its compliance date.
    \148\ Filing agents that are enrolled in the EDGAR Testing
Program will have the ability to access a separate system dedicated
to testing the filing fee exhibit submission requirements. We expect
this test system to be available no later than six months prior to
the compliance date for large accelerated filers.
    \149\ One commenter suggested a pilot program of at least six
months before the first compliance date, during which time the EDGAR
system is able to successfully accept filings, to identify and
resolve unanticipated problems as early adopters make submissions.
See letter from XBRL US WG. Another commenter stated that the
vendors it surveyed suggested a pilot program of three to 12 months.
See letter from XBRL US.
    \150\ See EDGAR News & Announcements at https://www.sec.gov/filergroup/announcements (retrieved Sept. 25, 2021).
    \151\ Some of the vendors surveyed may also be what we refer to
as filing agents. See letter from XBRL US.
    \152\ As further discussed in Section II.A.6.c, compliance with
the amended filing fee-related information content and location
requirements will be required before compliance with the structuring
requirements.
---------------------------------------------------------------------------

    We acknowledge a commenter's recommendation that we issue guidance
for filers and vendors to address all possible scenarios to avoid
having filers handle them in different ways.\153\ We believe the
amendments, as adopted, provide sufficient details to enable filers to
provide the information in a

consistent format. We plan, however, to monitor implementation and may
issue guidance or take other action as needed.
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    \153\ See letter from XBRL US. The commenter asked, in
particular, that we clarify how EDGAR will handle submissions in
which some information is structured in Inline XBRL and other
information is not. EDGAR will continue to be able to process
submissions with multiple permitted formats. We note in this regard
that filing fee-related information currently is not permitted to be
submitted in XBRL (whether or not the tags appear separate from the
HTML information as in traditional XBRL or the tags are embedded in
the HTML as in Inline XBRL). We also note that under the final
amendments filers will not be permitted to submit filing fee-related
information in traditional XBRL but, rather, only in Inline XBRL.
Finally, we note that by the time filers are subject to filing fee-
related information structuring requirements, if they also are
subject to financial statement information structuring requirements,
they would be required to provide their financial statement
information in Inline rather than traditional XBRL.
---------------------------------------------------------------------------

    Currently, most types of EDGAR filings, including all of those
subject to the filing fee-related information structuring requirements,
are formed outside of Commission filer websites. Some EDGAR filings,
however, such as ownership reports on Forms 3,\154\ 4,\155\ and 5 \156\
and notices of exempt offerings of securities on Form D \157\ may be
filed using a Commission filer website within which the filer can
construct and submit these forms. The Commission will provide filers
the option to construct structured filing fee-related information
within EDGAR using a filing fee tagging tool that will include features
such as prompts, explanations, and automated calculations and produce a
filing fee exhibit in submission-ready format.\158\ This tool and these
features are consistent with a commenter's suggestion that because the
filing fee-related information will be structured, the Commission could
add features to improve the accuracy of calculation and facilitate the
process and, as a result, should consider prompting filers to provide
additional required information.\159\
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    \154\ 17 CFR 249.103 and 274.202.
    \155\ 17 CFR 249.104 and 274.203.
    \156\ 17 CFR 249.105.
    \157\ 17 CFR 239.500.
    \158\ A filer using the tool will, however, remain responsible
for its output. A filer can opt to construct its disclosure without
use of the tool as, for example, filers do with respect to Inline
XBRL financial statement information.
    \159\ See letter from XBRL US.
---------------------------------------------------------------------------

5. Scope of Proposed Amendments
a. Proposed Amendments
    The proposed content and structuring amendments described in
Sections and II.A.3 and II.A.4 above would apply to the Affected
Securities Act and Exchange Act Forms and Schedules, statements filed
under Rule 13e-1 and Forms N-2, N-5, and N-14. These amendments would
not apply, however, to Forms SF-1,\160\ SF-3,\161\ S-20,\162\ F-6,\163\
F-7,\164\ F-8,\165\ and F-80 \166\ under the Securities Act or foreign
government registration statements filed pursuant to Schedule B of the
Securities Act \167\ even though all of these are fee-bearing
documents.\168\ As the Proposing Release noted, relatively few of these
documents are filed with the Commission and the issuers that file them
may not otherwise be subject to Commission XBRL structuring
requirements.
---------------------------------------------------------------------------

    \160\ 17 CFR 239.44.
    \161\ 17 CFR 239.45.
    \162\ 17 CFR 239.20.
    \163\ 17 CFR 239.36.
    \164\ 17 CFR 239.37.
    \165\ 17 CFR 239.38.
    \166\ 17 CFR 239.41.
    \167\ 15 U.S.C. 77aa.
    \168\ As discussed above, we proposed to add row (107) to the
exhibit table in Item 601(a) of Regulation S-K and paragraph (107)
to Item 601(b) to require Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3,
and F-4 to include a General Interactive Data File and, as a result,
require each form to include its filing fee-related information in
structured format. The Proposing Release's exhibit table rule text
inadvertently included, however, check boxes for forms SF-1 and SF-3
indicating they would be subject to the structuring requirements.
Those errors have been corrected in the corresponding final rule
text of this adopting release.
---------------------------------------------------------------------------

    As the Proposing Release also noted, ABS issuers are required to
file on Forms SF-1 and SF-3 and, as a result, may be subject to
Commission requirements to structure information in XML.\169\ We did
not, however, propose to require any ABS issuers to structure filing
fee-related information in XML.\170\ As further discussed in the
Proposing Release and below, we believed that duplication of
information resulting from XML structuring would not contribute to
facilitating the primary benefits of structuring filing fee-related
information.
---------------------------------------------------------------------------

    \169\ Item 7(a) of Part I of each form requires the issuer to
disclose the information required by Sec.  229.1111 (Item 1111 of
Regulation AB). Item 1111(h) requires the issuer to file an ``Asset
Data File'' when the offering is based on an asset pool including
residential mortgages, commercial mortgages, automobile loans or
leases, debt securities, or resecuritizations of ABS. Rule 11 of
Regulation S-T defines the term ``Asset Data File'' as the machine-
readable computer code that presents information in XML pursuant to
Item 1111(h).
    \170\ The Commission estimated that during calendar year 2020, 4
of 14 unique filers of at least one Form SF-1 or SF-3 were subject
to the XML requirement. ABS issuers are not subject to financial
statement structuring requirements. See Inline XBRL Release, supra
note 13 at n.6
---------------------------------------------------------------------------

b. Comments on the Proposed Amendments
    As noted above, one commenter addressed the scope of fee-bearing
documents that we proposed to revise and stated that we should
structure all fee-bearing documents' fee information to enable
consistency of preparation and usage.\171\
---------------------------------------------------------------------------

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

c. Final Amendments
    We are adopting content and structuring amendments that apply to
substantially the same scope of fee-bearing documents as proposed with
modifications intended to extend the benefits of the content amendments
and make the benefits of the structuring amendments available to
similar forms. The content and structuring amendments will apply, as
proposed, to the Affected Securities Act and Exchange Act Forms and
Schedules, and statements filed under Rule 13e-1. These amendments will
also apply to Forms N-2 and N-14, but, in a change from the proposal,
not to Form N-5.
    Consistent with the proposed rules, the amendments will not apply
to Forms S-20, F-6, F-7, F-8, and F-80 or foreign government
registration statements filed pursuant to Schedule B and the
structuring requirement amendments will not apply to Forms SF-1 and SF-
3. As noted in the Proposing Release and above, relatively few of these
documents are filed with the Commission and the issuers that file them
may not otherwise be subject to Commission structuring requirements.
For the same reasons, and in a change from the proposal, we are not
adopting the proposed amendments to Form N-5.\172\
---------------------------------------------------------------------------

    \172\ None of the comment letters we received discussed Form N-
5. However, based on staff review of Commission filings, Form N-5
has only been filed four times since 2005 (and not at all since
2013). Of these, three filings were submitted by SBICs that are
subsidiaries of BDCs and never made a public offering, and the other
SBIC de-registered last year. In addition, SBICs are not currently
required to use Inline XBRL to tag information on other Commission
forms.
---------------------------------------------------------------------------

    Although some ABS issuers already are subject to XML structuring
requirements, we are not adopting amendments to require any ABS issuers
to structure filing fee-related information in XML. A filer structuring
filing fee-related information in XML would need to enter it twice--
once in HTML and once in the XML document.\173\ The manual process of
entering the same data elements in more than one place increases the
possibility of filer errors, such as re-keying errors or errors where
information is modified in one location but not the other. Presenting
filing fee-related information in Inline XBRL will eliminate the need
to enter duplicate filing fee information and enable the planned
removal over time of the duplicate filing fee information requirements
and, as a result, the possibility of inconsistent filing fee
information between different parts of the filing.\174\
---------------------------------------------------------------------------

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

    Due to these factors, we believe that the potential gains from
extending the mandated content and structuring amendments to these
documents would not justify the burdens.
    In a change from the proposal, however, we are extending the
amendments' content and location, but not structuring, requirements to
Forms SF-1 and SF-3 to conform them to the other Securities Act forms
subject to the

amendments.\175\ Based on the similarity between Forms SF-1 and SF-3 on
the one hand, and the other Securities Act forms subject to the
amendments on the other, we believe the conforming amendments will
similarly facilitate filing fee determination, information
presentation, and capacity tracking with respect to Forms SF-1 and SF-
3.
---------------------------------------------------------------------------

    \175\ See supra Section II.A.5 for a discussion of extending the
content and location requirements to Forms SF-1 and SF-3.
---------------------------------------------------------------------------

    We acknowledge the comment stating that we should structure all
fee-bearing documents' fee information to enable consistency of
preparation and usage.\176\ In order to do this, we would first have to
extend both the content and location amendments to all fee-bearing
documents, not just those that we proposed to amend. Due to the factors
stated above, we believe that the potential gains from extending these
amendments to the additional forms would not justify the burdens. We
also believe, however, that because we are extending the content and
location requirements to Forms SF-1 and SF-3, we should permit these
filers to obtain the benefits of structuring the filing fee-related
information if they choose and are revising the proposal to do so.\177\
---------------------------------------------------------------------------

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

6. Transition Period
a. Proposed Amendments
    The Commission proposed to phase in the structuring requirements
over time but otherwise require compliance upon effectiveness of the
rules. As proposed, filers would be categorized into large accelerated
filers, accelerated filers and all other filers (including all
investment companies filing registration statements on Forms N-2, N-5,
and N-14) and required to comply with the structuring requirements
beginning with filings submitted on or after 18, 30, and 42 months
after the requirements' effectiveness, respectively.\178\ As further
discussed in the Proposing Release, this approach was intended to
facilitate the transition of filers to the structuring requirements
that would apply to filing fees and related information.
---------------------------------------------------------------------------

    \178\ For purposes of these transition provisions, the terms
``large accelerated filer'' and ``accelerated filer'' are defined in
Sec.  240.12b-2 (Exchange Act Rule 12b-2). Rule 12b-2 defines a
large accelerated filer as an issuer that as of specified times has
an aggregate public float over $700 million, has been subject to
Exchange Act reporting requirements for at least a year, has filed
at least one Exchange Act annual report and is not able to use
certain ``smaller reporting company'' provisions. Rule 12b-2
similarly defines accelerated filer but with a public float between
$75 million and $700 million.
---------------------------------------------------------------------------

b. Comments on the Proposed Amendments
    One commenter, on its own behalf and on behalf of XBRL vendors it
surveyed, addressed the proposed phase-in.\179\
---------------------------------------------------------------------------

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

    The commenter reported that the vendors were split on whether
first-time XBRL filers should have a longer phase-in, as well as the
value of a phase-in for smaller reporting companies. It stated that
some vendors thought a phase-in for first-time XBRL filers was
unnecessary due to cost and burden reductions over time, marketplace
developments and adequate filer resources while others thought these
filers should have more time to identify appropriate resources and gain
an internal skillset. It further stated that a slight majority of
vendors favored a phase-in for smaller reporting companies based on
their relatively limited resources while the rest opposed one, citing
lowered XBRL burden in general, the fact that smaller reporting
companies will be reporting in Inline XBRL anyway by the time filing
fee structuring is in place, that filing fee tagging would be a minor
addition and providing a single compliance date for all companies would
reduce confusion for filers, vendors and data users.
    The commenter stated that investment companies that have not
previously filed XBRL should have additional time to transition and
cited a need to develop XBRL preparation tools and become knowledgeable
about the XBRL process.
    Finally, the commenter stated that that non-XBRL filers may have
more significant challenges the first time they file their EDGAR
submissions in XBRL format. The commenter reported that a majority of
the vendors indicated that filers may need to engage additional
departments such as legal and compliance, and one vendor stated that,
if an error is identified by the issuer in the fee or fee calculation
table, it may be necessary for the issuer to undertake an internal
approval process because the error could not be corrected simply by re-
entering information in the submission header.
---------------------------------------------------------------------------

    \180\ The requirement to structure filing fee exhibits in
filings submitted on or after the relevant compliance date applies
regardless of whether previous related filings were submitted prior
to the compliance date and did not contain a structured filing fee
exhibit. For example, if a filer initially filed a registration
statement on Form S-1 without a structured filing fee exhibit before
its compliance date and filed a pre-effective amendment registering
additional securities after that date, the filer will be required to
structure the filing fee exhibit in that pre-effective amendment.
Similarly, if a shelf registration statement was filed on Form S-3
without a structured filing fee exhibit that went effective before
the filer's compliance date and the filer then filed a related
prospectus under Rule 424(b) with a filing fee exhibit after the
filer's compliance date, the filer must structure the filing fee
exhibit. Also similarly, if a Schedule TO was filed without a
structured filing fee exhibit before the filer's compliance date and
the filer then filed an amendment to the Schedule TO to increase the
transaction value after the filer's compliance date, the amended
Schedule TO must include a structured filing fee exhibit.
---------------------------------------------------------------------------

c. Final Amendments
    We are adopting a phase-in period but modifying some of the
proposed phase-in categories and compliance dates. As proposed, we are
phasing in the requirements over time starting with large accelerated
filers. In a change from the proposal, we are delaying their compliance
date from 18 to 30 months after the requirements' effectiveness.
Similarly, in a change from the proposal, we are delaying the
compliance date for accelerated filers from 30 to 42 months after the
requirements' effectiveness. As a result of delaying the compliance
date for accelerated filers, they will fall within the same category as
investment companies that file registration statements on Forms N-2 and
N-14 and all other filers. We are adopting these delays because of the
required system development's breadth and technical complexity and to
provide additional time for filers to have the option to structure
their filing fee exhibits before being required to do so and for filing
agents to test the system. Consequently, the structuring requirements
will be phased in over time as follows but compliance with the other
requirements will be mandatory upon the requirements' effectiveness:

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

    Consistent with the Proposing Release, we believe that this
approach will facilitate the transition of filers to the structuring
requirements that will apply to filing fees and related information. It
is intended to ease the cost of transition for smaller filers and
filers that have not previously been required to provide filings using
Inline XBRL.\181\ Because any fixed cost of initial transition will
disproportionately burden smaller filers, this approach will give these
filers time to develop related expertise, as well as the opportunity to
benefit from the experience of larger filers with the structuring
requirements. The phase-in might also provide filing agents and
software vendors whose main customers are smaller filers with
additional time to develop the needed technology and related expertise.
We recognize that divergent views on the phase-in were expressed in the
comments, with some favoring and others opposed to more time for first-
time XBRL filers and for smaller reporting companies. We believe that
the phase-in process will provide an appropriate time for filers to
transition and is unlikely to cause significant confusion.
---------------------------------------------------------------------------

    \181\ All domestic and foreign operating company filers subject
to financial statement XBRL requirements will be phased in to the
Inline XBRL requirements for this information by the time they will
be required to comply with the adopted filing fee-related
information structuring requirements. For the related phase-in
schedule, see Inline XBRL Release, supra note 13.
---------------------------------------------------------------------------

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

B. Fee Payment Process

1. Proposed Amendments
    The Commission proposed to amend Rule 202.3a (``Rule 3a'') of the
Commission's Informal and other Procedures as well as Rule 111 under
the Securities Act, Rule 0-9 under the Exchange Act and Rule 0-8 under
the Investment Company Act to add the option for payment of filing fees
via ACH.\182\ The Commission also proposed to eliminate the option for
payment of these fees via paper checks and money orders.
---------------------------------------------------------------------------

    \182\ The proposed amendments also would revise Rule 13 under
Regulation S-T to reflect the fact that payments would be permitted
via ACH. In addition, the proposed amendments would revise Item 9 of
Form 24F-2 to replace ``Mail or other means'' with ``ACH'' as a
registration fee delivery option.
    The Proposing Release discussed the challenges the Commission
understood that foreign filers may have with paying by wire transfer
or ACH. The Commission noted, among other challenges, that foreign
filers often use the ``SWIFT'' code transfer system, but the
Commission's bank does not accept it. The Society for Worldwide
Interbank Financial Telecommunications (``SWIFT'') publishes
business identifier codes that are an international standard for
identification of institutions within the financial services
industry. See BIC at https://www.swift.com/search?keywords=BIC&search-origin=result_search (retrieved Sept. 25,
2021). We discuss the challenges more fully below.
---------------------------------------------------------------------------

    Currently, filing fees are paid through the U.S. Treasury
designated lockbox depository and may be paid by wire transfer, paper
check, or money order.\183\ Under the proposed amendments, filers would
have two payment options: Wire transfer or ACH.\184\ As we noted in the
Proposing Release, paying by ACH would typically provide a lower cost
alternative to wire payment and require information that would reduce
the need for manual re-routing of filing fee payments. Eliminating the
options to pay filing fees by paper check or money order would impose
very little burden on filers in the aggregate because they have been
little used,\185\ filers who use the remaining options would have a
more efficient process, and the switch also would lower Commission
processing costs.
---------------------------------------------------------------------------

    \183\ Rule 202.3a under the Commission's Informal and Other
Procedures provides instructions for the payment of filing fees
(e.g., where to direct a wire transfer). As to checks and money
orders, it provides that filers may use a certified check, bank
cashier's check, United States postal money order, or bank money
order pursuant to specified procedures.
    \184\ A filing fee is paid via ACH by electronically
transferring funds from a checking or savings account. See How
Direct Payments Work at https://www.nacha.org/content/how-direct-payment-works (retrieved Sept. 25, 2021). For example, a consumer
initiating a payment through a bank account to pay a debt is making
a payment via ACH.
    \185\ The Proposing Release noted that filing fees paid by check
constituted less than one percent of the number and dollar value of
filing fee payments the Commission received during its fiscal year
ended Sept. 30, 2018.
---------------------------------------------------------------------------

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

    \186\ The Proposing Release's rule and form amendment text
inadvertently included a revision to Rule 202.3a(c). We did not
intend to change that paragraph.
---------------------------------------------------------------------------

2. Comments on the Proposed Amendments
    Commenters generally favored the proposed amendments to add the ACH
option, but presented mixed views on the proposed amendments to
eliminate the paper check option.
    The commenters that generally favored the proposed amendments to
add the ACH option \187\ cited the following reasons, among others, and
expressed related observations \188\ and suggestions:
---------------------------------------------------------------------------

    \187\ See letters from James J. Angel, Associate Professor of
Finance, McDonough School of Business, Georgetown University (Oct.
30, 2019) (``Angel''); Jones; Jeff LaBerge (Jan. 17, 2020)
(``LaBerge''); Nash Larson (Nov. 10, 2019) (``Larson''); Martinez;
and National Automated Clearing House Association (Feb. 21, 2020)
(``NACHA'').
    \188\ These commenters observed that ACH payments are not
instant and only operate on banking days (see letters from Angel and
LaBerge); and the same day ACH payment maximum referenced in
proposed Rule 3a as $25,000 would become $100,000 as of March 20,
2020 (see letter from NACHA).
---------------------------------------------------------------------------

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

    \189\ See letters from Jones (more secure than paper checks and
money orders) and NACHA.
    \190\ See letter from NACHA.
    \191\ See letter from NACHA.
---------------------------------------------------------------------------

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

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

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

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

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

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

    Some of these commenters stated that the Commission should, for a
fee, accept debit and credit cards for filing fee payments and,
thereby, provide an alternative for foreign issuers.\196\ One commenter
cited as a reason the Commission's bank's inability to accommodate
SWIFT.\197\ One of these commenters further stated that the Commission
should:
---------------------------------------------------------------------------

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

     Specify Pay.gov rather than ACH in regulatory text so the
Commission can accommodate new payment technologies in the future
without engaging in additional rulemaking; and
     Consider integrating into its payment system the ISO20022
tool, which the commenter described as an XML-based messaging standard
that allows better straight-through processing.\198\
---------------------------------------------------------------------------

    \198\ See letter from Angel.
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    Three commenters addressed the proposed amendments to eliminate
paper checks and money orders. One commenter expressly favored the
proposed elimination of paper checks and money orders, citing improved
payment certainty, efficiency and processing by facilitating lower-cost
easily routable payments through the ACH Network as well as improved
security.\199\ Another commenter stated that the Commission should
consider that some foreign entities may want to pay by check because
the Commission's bank is unable to accommodate SWIFT.\200\ Finally, one
commenter suggested that the Commission keep the

paper check option until filers no longer use it.\201\
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    \199\ See letter from NACHA.
    \200\ See letter from LaBerge.
    \201\ See letter from Jenna Wilson (Jan. 1, 2020) (``Wilson'').
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3. Final Amendments
    We are adopting the amendments substantially as proposed, but with
modifications in response to comments received and clarified processing
information and to otherwise improve them. Consistent with the
proposal, we are adopting amendments to Rule 202.3a of the Commission's
Informal and other Procedures as well as Rule 111 under the Securities
Act, Rule 0-9 under the Exchange Act and Rule 0-8 under the Investment
Company Act to add the option for payment of filing fees via ACH.\202\
Also consistent with the proposal, we are adopting amendments to
eliminate the option for payment of these fees via paper checks and
money orders. Finally, in changes from the proposal, we also are adding
the options for payment of filing fees by debit or credit card,
clarifying where to access the ACH payment option, and replacing the
reference to same day settlement for ACH with a reference to payments
expected to become available to the Commission within one to three
business days.\203\
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    \202\ As proposed, the final amendments also will revise Rule 13
under Regulation S-T to reflect the fact that payments will be
permitted via ACH.
    In a change from our proposed amendments to Rule 0-8, we are
adding ``filing'' to the title and text, consistent with Rules 111
and 0-9. In addition, we are not amending Item 9 of Form 24F-2 to
replace ``Mail or other means'' with ``ACH'' as a registration fee
delivery option, as proposed. Instead, we are eliminating Item 9 of
current Form 24F-2 in its entirety. We are making this change to
avoid unnecessary duplication, since the payment information that
Item 9 currently requires is also required in the header. This
approach is also consistent with the other fee-bearing forms subject
to this rulemaking, which only require this type of payment
information in the header. In a conforming change, we are retitling
and revising Instruction E of Form 24F-2 to remove the reference to
Item 9. In another conforming change, we are renumbering Item 10 of
current Form 24F-2 which will become Item 9 of amended Form 24F-2.
    \203\ In a change from the proposal, we also are adding
references to debit and credit cards to Securities Act Rule 111,
Exchange Act Rule 0-9, and Investment Company Act Rule 0-8. The
proposed rule text inadvertently deleted references to Sec.
230.110(d) (Securities Act Rule 110(d)) from the heading and
introductory text of Rule 202.3a(c). The error has been corrected in
the final rule text in this adopting release.
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    As previously noted, currently, filing fees are paid through the
U.S. Treasury designated lockbox depository and may be paid by wire
transfer, paper check, or money order. The amendments that we are
adopting will simultaneously add the option for filing fee payment via
ACH and debit and credit cards, and eliminate the option for filing fee
payment via paper checks and money orders on May 31, 2022.\204\ Under
the final amendments, filers will have four payment options: Wire
transfer, ACH, and debit and credit cards.
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    \204\ A delay is required before the simultaneous addition and
deletion to put the necessary arrangements in place.
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    Pay.gov will not require a processing fee for ACH payments, and
thus, will typically provide a lower cost alternative to wire
payment.\205\ At the same time, ACH payments will require fields--
including the CIK field used to identify EDGAR filers--in the specified
proper format and, as a result, reduce the need for manual re-routing
of filing fee payments.\206\ To maintain flexibility regarding our
choice of payment processing providers and reflect the initial step
required to make payment, the final rules reference accessing the ACH
payment option through EDGAR rather than through Pay.gov.\207\
Consistent with existing arrangements the Commission has with the U.S.
Treasury, however, we will use the U.S. Treasury's Pay.gov service to
process ACH payments.\208\ While, in the banking system, ACH payments
generally are eligible for same day settlement except when they involve
amounts above $100,000 \209\ or international transactions,\210\ based
on clarification received, we expect ACH payment processing via Pay.gov
will result in one to three business day settlement rather than same
day settlement where otherwise available in the banking system.\211\
Consequently, we are modifying proposed Note 1 to paragraph (b) of Rule
3a to replace the reference to same day settlement for ACH with a
reference to expecting funds to be available to the Commission within
one to three business days.\212\
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    \205\ An issuer's financial institution, however, could
separately impose a fee on the issuer.
    \206\ The Commission will neither obtain nor retain any
personally identifiable information (i.e., banking or routing
information) from filers using the ACH payment method.
    \207\ See Rule 202.3a(b)(2).
    \208\ Pay.gov will be available through EDGAR.
    \209\ Proposed Rule 3a referenced $25,000 rather than $100,000.
A commenter pointed out the post-proposal increase. See letter from
NACHA.
    \210\ In the same day settlement context, the term
``international transactions'' means transactions involving a
foreign payor that uses a U.S. bank account.
    \211\ We also expect Pay.gov service use will result in a per
transaction ACH payment limit of $99,999,999.99.
    \212\ Once funds become available to the Commission through its
bank, e.g., upon settlement of a check, the funds are posted to the
filer's account and, as a result, are available for filing fee
payment. Check and money order payments generally are, and ACH
payments are expected to be, posted to filer accounts once a day.
Wire payments generally are posted to filer accounts every five
minutes between 6:30 a.m. and 6:30 p.m., Washington, DC time. Debit
and credit card payments are expected to be posted to filer accounts
every fifteen minutes when EDGAR is available.
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    Consistent with commenters' suggestions,\213\ in a change from the
proposal, we are adding the options for payment of filing fees by debit
or credit card.\214\ We believe that filers may find these additional
options, accessible through EDGAR, useful and they are consistent with
efficient processing.\215\ Also consistent with existing arrangements
the Commission has with the U.S. Treasury, we will use the U.S.
Treasury's Pay.gov service to process debit and credit card payments
for each brand it supports.\216\ As a result, each
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    \213\ See letters from Angel, LaBerge, and Larson.
    \214\ We will neither obtain nor retain any personally
identifiable information (i.e., debit or credit card numbers,
expiration dates or card security codes) from filers using the debit
and credit card payment methods.
    \215\ The debit and credit card payment methods, similar to the
ACH payment method, will have less need for manual re-routing
because a filer must provide a CIK number that EDGAR will validate.
These methods also will be more efficient than the currently
permitted check and money order payment methods for which a filer
must obtain the check or money order from a financial institution or
the United States Postal Service and send a hard copy to the
Commission's bank.
    \216\ Pay.gov currently supports MasterCard and Visa debit
cards. It also currently supports the following credit cards:
American Express, Discover-branded, MasterCard, and Visa.
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     Debit and credit card must be issued by a U.S. financial
institution;
     debit card may be used to pay up to the amount of the
funds available in the filer's related account; and
     credit card is subject to a daily and per filing fee
payment limit under $25,000.
    While these commenters also suggested we accept debit and credit
cards for a fee, we do not anticipate a fee will be charged for use of
the payment system but it is possible the debit or credit card issuer
will charge a fee that would not be imposed through Pay.gov. Similar to
wire transfers and ACH payments, debit and credit card payments are not
instantaneous and the related funds will not be available for filing
fee payment until the Commissions receives them.\217\ In general, debit
and credit card payments are expected to be available to the Commission
the next business day and within 24 hours of the transaction,
respectively. Consequently, filers should time their payments and
filings accordingly. Similar to ACH payments, debit and credit card
payments will go through validation with respect to the filer's CIK
number to reduce the risk of posting the payment to the wrong account.
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    \217\ See Note 1 to paragraph (b) of Rule 3a.
---------------------------------------------------------------------------

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

rather than ACH in the regulatory text.\218\ We understand that wire
transfers cannot be done through Pay.gov and we do not wish to
exclusively specify Pay.gov or any other specific avenue through which
to process payments to maintain flexibility in that regard.
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    \218\ See letter from Angel.
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    We do, however, plan to follow the commenter's suggestion that we
consider integrating into our payment system the ISO20022 standard,
which the commenter described as an XML-based messaging standard that
allows better straight-through processing.\219\ We expect to consider
this feature, among others, as we develop the payment system.
---------------------------------------------------------------------------

    \219\ See letter from Angel.
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    Eliminating the options for filers to pay filing fees by paper
check or money order will impose very little burden on filers in the
aggregate because these payment methods historically have represented
less than one percent of the number and dollar value of filing fee
payments the Commission receives.\220\ Filers who switch from checks to
wire, ACH or debit or credit card payments will have more efficient and
accurate processing. The switch away from checks also will lower
Commission processing costs, in part by eliminating the Commission's
need to maintain a separate lockbox to process these payments.
Consistent with one commenter's suggestion, we have considered that, as
discussed further below, some foreign entities may want to pay by check
because the Commission's bank is unable to accept SWIFT.\221\ We have
concluded, however, that adding debit and credit card options, as the
commenter also suggested that we do for the same reason, coupled with
the wire transfer and ACH options and de minimis use of checks, warrant
eliminating the check option. For the same reasons, we decline to
follow a commenter's suggestion to keep the check option until filers
no longer use it.\222\
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    \220\ Filing fees paid by check constituted less than one
percent of the number and dollar value of filing fee payments the
Commission received during its fiscal years ended Sept. 30, 2019 and
2020.
    \221\ See letter from LaBerge.
    \222\ See letter from Wilson.
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    As discussed briefly above, we understand that foreign filers
sometimes have difficulty paying by wire transfer and will not be able
to pay by ACH unless they have a U.S. bank account. Foreign filers
sometimes encounter issues when paying filing fees using wire
transfers. These issues usually are caused by differences in the way
wire transfers are processed in the U.S. compared to the filer's home
jurisdiction. Foreign filers often use the SWIFT code transfer system
but our U.S.-based bank does not accept it. When that occurs, our bank
does not receive the payment and it ultimately returns to the sender
institution. In cases where foreign filers are unfamiliar with the U.S.
American Bankers Association (``ABA'') routing number convention, our
staff advises the filer to escalate the matter within its bank to a
person more familiar with the international wire process. Under the
final amendments, however, foreign (and other) filers also will have
the ability to pay by debit or credit card, giving foreign filers more
payment options and consistent with comments received.\223\
---------------------------------------------------------------------------

    \223\ See letter from LaBerge (citing our bank's inability to
accommodate SWIFT as reason to provide the debit and credit card
option). As also noted above, however, a debit or credit card must
be issued by a U.S. financial institution.
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    Overall, we believe that the final amendments will increase
efficiency and reduce burdens in processing filing fee payments.

C. Fee Offset Amendment

1. Proposed Amendment
    We proposed to permit registrants to reallocate previously paid
filing fees between two or more classes of securities included on a
registration statement, prior to effectiveness, in reliance on Rule
457(b). As proposed, the reallocation would be available in cases in
which a registrant has not relied on Rule 457(o) to calculate a
required filing fee and wishes to increase the amount registered of one
or more classes of securities on the registration statement and
decrease the amount registered of one or more other classes on the same
registration statement, subject to further limitations more fully
described in the Proposing Release. In addition, the proposed amendment
would put filers not relying on Rule 457(o) on a more equal footing
with filers relying on Rule 457(o) with respect to whether additional
fees would be required given changes in the relative composition of
securities to be offered.
2. Comments on the Proposed Amendment
    No commenter addressed the proposed filing fee offset amendment.
3. Final Amendment
    We are adopting the filing fee offset amendment substantially as
proposed to permit registrants to reallocate previously paid filing
fees between two or more classes of securities included on a
registration statement, prior to effectiveness.\224\ Specifically, the
final amendment provides that, as proposed, in cases where a registrant
has not relied on Rule 457(o) to calculate a required filing fee and
wishes to increase the amount registered of one or more classes of
securities on the registration statement and decrease the amount
registered of one or more other classes on the same registration
statement, the registrant may, in a pre-effective amendment, calculate
the total filing fee due based on the then-current expected offering
amounts, offering prices, and filing fee rates, and rely on Rule 457(b)
to apply, as a credit against the current total filing fee due, the
amounts previously paid in connection with the registration statement.
In a change from the proposal, the final amendments extend the
application of this offset procedure to where the registrant adds one
or more new classes of securities at the same time it decreases the
amount registered of one or more other classes on the same registration
statement regardless of whether the registrant simultaneously increases
the amount registered of one or more other classes on the same
registration statement. The offset procedure will not, however, be
available only to decrease or only to increase the amount of any class
of registered securities, or only to add one or more classes of
securities to the registration statement. We are extending the
application because we see no reason to distinguish between increases
involving already-registered and new classes.
---------------------------------------------------------------------------

    \224\ The final amendment is generally consistent with, but goes
beyond, previous staff interpretive guidance on reallocating filing
fees in connection with pre-effective amendments. See Securities Act
Rules Compliance and Disclosure Interpretation (CDI) 640.01. The CDI
provides that when a registrant has filed a registration statement
for two separate securities and then wishes to increase the amount
of one security and decrease the other, the registrant can file a
pre-effective amendment to reflect such increase and decrease in the
Calculation of Filing Fee Tables and reallocate the fees already
paid under the registration statement between the two securities.
The CDI represents the views of the staff of the Division of
Corporation Finance. It is not a rule, regulation, or statement of
the Commission. Furthermore, the Commission has neither approved nor
disapproved its content. The CDI, like all staff guidance, has no
legal force or effect: It does not alter or amend applicable law,
and it creates no new or additional obligations for any person.
---------------------------------------------------------------------------

    Currently, registrants that rely on Rule 457(o) to calculate
required filing fees need only pay a filing fee with any pre-effective
amendment if there is an increase to the maximum aggregate offering
price for all of the securities listed in the filing fee table
combined. Rule 457(a), on the other hand, requires

a registrant to pay an additional filing fee with any pre-effective
amendment in which the registrant seeks to increase the amount of any
class of securities to be offered or add one or more classes of
securities to be offered, and prohibits refunds once a registration
statement is filed. Accordingly, Rule 457(a) would require a registrant
(i) increasing the amount of securities registered of one class or
adding a class of securities to the registration statement; and (ii)
decreasing the amount of securities registered of another class, to pay
an additional filing fee based on any increased offering amount even
though it may have effectively overpaid for the decreased offering
amount of a registered second class. Rule 457(b), however, provides
that a ``required fee shall be reduced in an amount equal to any fee
paid with respect to such transaction pursuant to . . . any applicable
provision of this section.'' This provision allows registrants to
offset filing fees paid with a class of securities where the offering
amount has been reduced against additional filing fees due in
connection with an increase in offering amount of another registered
class or adding another class.
    To aid in administering the rule and to simplify the process for
registrants, we are adopting as proposed form instructions that will
permit a registrant claiming such an offset to recalculate the filing
fee due for the registration statement in its entirety and claim an
offset pursuant to Rule 457(b) in the amount of the filing fee
previously paid in connection with the registration statement.\225\ As
filing fee calculations and tracking of available offsets can become
complex depending on how many classes of securities are involved and
how frequently the registrant changes the registered amount, we are
requiring any registrant not relying on Rule 457(o) that seeks to
offset filing fees based on concurrent (i) increases in one or more
registered classes or additions of one or more classes; and (ii)
decreases in one or more registered classes to recalculate the filing
fee for the entire registration statement, including all registered
classes, using the then-current offering amounts, price per unit and
filing fee rates.
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    \225\ The filing fee offset amendment will be reflected in Forms
S-1, S-3, S-4, S-11, SF-1, SF-3, F-1, F-3, F-4, F-10, and N-14. See,
e.g., Instruction 2.A.iv to the Calculation of Filing Fee Tables in
Item 16(c) of Form S-1.
---------------------------------------------------------------------------

    This filing fee offset procedure will be limited to situations
where a registrant seeks to concurrently (i) increase the amount of one
or more classes or add one or more classes; and (ii) decrease the
amount of one or more other classes. It will not be available in
situations where a registrant seeks only to decrease or only to
increase the amount of any class of registered securities, or only to
add a class of securities to the registration statement.
    As proposed, we are limiting the availability of this instruction
to registrants that have not previously calculated their required
filing fee in reliance on Rule 457(o), as Rule 457(o) already provides
registrants sufficient flexibility to pre-effectively reallocate the
offering amounts of each registered and additional class without
incurring additional filing fees.\226\
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    \226\ We remind registrants that if they originally pay a filing
fee under Rule 457(a) and file an amendment that increases the
amount of securities to be offered but not the maximum aggregate
offering price, they can recalculate the filing fee under Rule
457(o), but they cannot get a refund if the amount of filing fees
paid under Rule 457(a) exceeds that due under Rule 457(o).
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D. Technical and Other Clarifying Amendments

1. Proposed Amendments
    Finally, the Commission proposed to make certain technical,
conforming changes and other clarifying amendments. The Commission
proposed amendments to
     consolidate filing fee-related instructions in the
instructions to the filing fee tables;
     add text to instruction 4 of the proposed filing fee
tables of Forms S-3 and S-4 to clarify that offerings made pursuant to
General Instruction I.B.6 on Form S-3 and General Instruction I.B.5 on
Form F-3 are eligible for universal shelf registration;
     revise Rule 0-11 to clarify and update it primarily with
respect to superseded fee rates the rule references and the need to pay
an additional filing fee if aggregate consideration is increased.
2. Comments on the Proposed Amendments
    No commenter addressed the technical and other clarifying
amendments.
3. Final Amendments
    We are adopting the technical, conforming changes and other
clarifying amendments as proposed except that we are making changes to
conform to the final amendments' movement of filing fee-related
information to exhibits and clarifying language.\227\
---------------------------------------------------------------------------

    \227\ See Section II.A.1 regarding the movement of the filing
fee information to exhibits.
---------------------------------------------------------------------------

    First, we are adopting amendments to consolidate filing fee-related
instructions in the instructions to the filing fee tables as follows:
     Instructions 2.A.iii.b and c to the Calculation of Filing
Fee Tables in Item 16(b) of Form S-3 will replace current General
Instructions II.D and II.E, respectively; \228\
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    \228\ In a change from the proposal, we are conforming Form SF-3
to Form S-3 by replacing current General Instruction II.C of Form
SF-3 with Instruction 2.A.iii.b to the Calculation of Filing Fee
Tables in Item 14(b) of Form SF-3.
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     Instructions 2.A.iii.b and c to the Calculation of Filing
Fee Tables in Item 9(b) of Form F-3 will replace current General
Instructions II.C and II.F, respectively;
     Instruction 2.A.iii.b to the Calculation of Filing Fee
Tables in Item 21(d) of Form S-4 will replace current General
Instruction J; and
     Instruction 2.A.iii.b to the Calculation of Filing Fee
Tables in Item 21(d) of Form F-4 will replace current General
Instruction D.3.\229\
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    \229\ In a change from the proposal, Instruction 2.A.iii.b to
the Calculation of Filing Fee tables in Item 21(d) of Forms S-4 and
F-4 will expressly provide that when a filer registers two or more
classes of securities to be offered on a delayed or continuous basis
pursuant to Sec.  230.415(a)(1)(viii), Rule 457(o) permits the
calculation of the registration fee to be based on the maximum
aggregate offering price of all of the classes of securities listed
in the filing fee table on a combined basis if the registrant is
eligible to use Form S-3 or F-3, respectively, for a primary
offering.
---------------------------------------------------------------------------

    In each case, the instruction to the filing fee table will be
substantively equivalent to the General Instruction it will replace,
except as described immediately below.\230\
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    \230\ Current General Instructions II.D and II.C of Forms S-3
and F-3, respectively, could apply to a well-known seasoned issuer
regardless of whether it is filing an automatic shelf registration
statement as long as it is not electing to defer payment of filing
fees. Instruction 2.A.iii.b to the Calculation of Filing Fee Tables
in Item 16(b) of Form S-3 and Item 9(b) of Form F-3 will so clarify.
---------------------------------------------------------------------------

    Second, we are adopting amendments to clarify that offerings made
pursuant to General Instruction I.B.6 on Form S-3 and General
Instruction I.B.5 on Form F-3 are eligible for universal shelf
registration.
    For the reasons described in the Proposing Release, Form S-3
General Instruction I.B.6 is intended to operate in a manner similar to
that of General Instruction I.B.1 regarding a registrant's eligibility
to offer securities on a continuous or delayed basis pursuant to Rule
415(a)(1)(x) \231\ and register two or

more classes of securities and specify the amount of each class offered
and terms on an as-offered basis (i.e., a universal shelf registration
statement). To enable General Instruction I.B.6 to do so, we are
adopting amendments to add references to General Instruction I.B.6 to
Instruction 4 to the Calculation of Filing Fee tables in Item 16(b) of
Form S-3 (as the successor to General Instruction II.D) and to Form S-3
General Instruction II.F. We are adopting analogous amendments to add
references to General Instruction I.B.5 to Instruction 2.A.iii.b to the
Calculation of Filing Fee Fables in Item 9(b) of Form F-3 (as the
successor to General Instruction II.C) and to Form F-3 General
Instruction II.G.
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    \231\ Offerings under Rule 415(a)(1)(x) are sometimes referred
to as ``shelf offerings'' because securities can be offered (i.e.,
taken down from the shelf) over time and from time to time. Such
offerings typically involve the initial filing of a registration
statement that goes effective with a base prospectus that provides
certain general information and omits detailed information up to the
extent permitted by Sec. Sec.  230.430A and 230.430B (Rules 430A and
430B under the Securities Act). Rule 430A permits operating company
registration statements to initially omit certain information
related to pricing and underwriting subject to meeting specified
conditions including providing the information later through a form
of prospectus filed under Rule 424(b) or in a post-effective
amendment. Rule 430B permits operating company registration
statements for offerings under Rule 415(a)(1)(x) that do not go
effective automatically to initially omit information that is
unknown or not reasonably available to the issuer subject to
specified conditions including providing the information later
through a prospectus filed under Rule 424(b), a post-effective
amendment or, if permitted by the applicable form, a periodic or
current report that is incorporated by reference. The registrant
typically provides details of a particular offering (takedown) later
in a prospectus filed under Rule 424(b), post-effective amendment or
periodic or current report that is incorporated by reference.
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    Third, as proposed, the amendments will revise Rule 0-11 to clarify
and update it.\232\ Questions have arisen from time to time about the
interplay between paragraph (a)(2) of Rule 0-11, providing that
``[o]nly one fee per transaction is required to be paid,'' and
paragraph (a)(3), providing that if, after an initial filing fee
payment, the aggregate consideration offered is increased, an
additional filing fee based on the increase is due. Some have
misunderstood the ``one fee'' language to mean that no additional
filing fee can be required under paragraph (a)(3) once an initial
filing fee has been paid.\233\ We are adopting amendments to clarify
paragraph (a)(2) by removing the sentence containing the ``one fee''
language. The amendment would also have the effect of making paragraph
(a)(2) consistent with Rule 457(b), which does not have the ``one fee''
language and is essentially the Securities Act filing fee rule analogue
to paragraph (a)(2).\234\
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    \232\ In a change from the proposal, the final amendments also
will revise Rule 0-11 to conform it to the new requirements to place
filing fee-related information in a filing fee exhibit. Current Rule
0-11(a)(5) requires fee-bearing documents filed under the Exchange
Act to include their filing fee-related information on the cover. As
amended, Rule 0-11(a)(5) will require that the filing fee-related
information appear in a filing fee exhibit.
    \233\ The two provisions, however, operate in harmony and one
does not nullify the other. The ``one fee'' language is followed in
paragraph (a)(2) by language to the general effect that a required
filing fee under Rule 0-11 is reduced by any filing fee paid in
regard to the same transaction under the Securities Act or Exchange
Act and any filing fee due under the Securities Act is reduced by
any payment in regard to the transaction under the Exchange Act. The
``one fee'' language means that only one filing fee applies to a
given transaction amount but portions of the total filing fee due
may be assessed, depending on the facts and circumstances, on
different but related filings. The language does not prevent an
additional filing fee from being due to the extent of an increase in
the aggregate consideration offered consistent with paragraph
(a)(3). See Filing Fees for Certain Proxy and Information Filings
Tender Offers, Mergers and Similar Transactions, Release No. 33-6617
(Jan. 9, 1986) [51 FR 2472 (Jan. 17, 1986)] (``Paragraph (a)(3) of
Rule 0-11 provides that an increase in the aggregate consideration
offered triggers an additional filing fee based upon the amount of
the increased consideration. This additional fee is applicable
whether the increased consideration is the result of an increase in
the amount of securities sought or an increase in the per share
consideration.'' (footnote omitted)).
    \234\ Similarly, we are amending Rule 13e-1(b) to clarify that
the filer must pay the filing fee required by Rule 0-11 not only
when it files the initial statement, but when it files an amendment
for which an additional filing fee is due. Neither of these final
amendments would affect a filer's ability to claim a filing fee
offset based on earlier filing fee payments in connection with the
same transaction.
---------------------------------------------------------------------------

    To help avoid confusion and erroneous filing fee calculations, the
amendments also will, as proposed, replace the superseded filing fee
rates listed in Rule 0-11 with references to rates determined under
Sections 13(e) and 14(g) of the Exchange Act,\235\ which the Commission
sets and announces yearly.\236\ For the same reasons, the amendments
also will add the term ``if the consideration does not consist entirely
of cash'' to clarify which of two valuation measurements is required
\237\ and add the term ``as applicable'' where appropriate consistent
with the fact that not all types of consideration referenced may be
involved.\238\
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    \235\ See Rule 0-11(b), (c)(1) and (2), and (d).
    \236\ See e.g., Order Making Fiscal Year 2021 Annual Adjustments
to Registration Fee Rates, Release No. 33-10826 (Aug. 26, 2020) [85
FR 53890 (Aug. 31, 2020)]. As previously noted, each filing fee
bearing document within the scope of the final amendments will
include a new filing fee table instruction that will include a link
to the current fee rate.
    \237\ See Rules 0-11(c)(1) and (d).
    \238\ See Rule 0-11(c)(2). In a change from the proposal, we are
not adopting the proposed additions of ``aggregate of'', ``and'' and
``as applicable'' to Rules 0-11(c)(1) and (d) because those changes
would have been inconsistent with the provisions' meaning.
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    Fourth, we are adopting certain technical and conforming changes
and other clarifying amendments to Forms N-2 and N-14. In order to
effect the move of the filing fee table and related instructions from
the cover pages of Form N-2 and Form N-14 to the Exhibits item of each
of these forms, we are adopting conforming changes to these forms'
General Instructions. These conforming changes update cross-
references.\239\ They also delete legacy instructions regarding these
forms' filing fee tables, as these instructions will be relocated to
the forms' Exhibits item and amended for conformance with similar
instructions in the Affected Securities Act and Exchange Act Forms, or
are being eliminated from the amended forms, as discussed above.\240\
We are also adopting conforming changes to the Exhibits item of Forms
N-2 and N-14 to update internal references.\241\ Finally, we are also
making technical changes to Forms N-2 and N-14 to correct typographical
errors, outdated citations, and grammatical and formatting errors.\242\
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    \239\ For example, we are removing now-obsolete cross-references
to General Instructions II.D and II.E of Form S-3 in the Notes to
General Instructions A.2 and B, respectively, of Form N-2. We are
also revising General Instruction G of Form N-2 to add Item 25.2.s
to the list of Items that funds need not include when filing a
registration statement filed under only the Investment Company Act.
We are also adding a reference to filing fee-related information in
General Instruction J of Form N-2 to parallel changes in Form S-3.
    \240\ See, e.g., supra note 84. In addition, we are eliminating
the sentence in General Instruction E.4 of current Form N-2 that
describes the filing fee that is due when additional shares are
registered on a combined registration statement pursuant to Rule 429
because all filing fee-related instructions in Form N-2 will move to
new Item 25.2.s.
    \241\ We are revising the introductory paragraph to Item 25.2 of
Form N-2 to add references to General Instructions C and I, and
modifying the General Instructions to Item 25.2 to include a cross-
reference to new paragraph 2.s., and to add references to General
Instruction C. We are also modifying the introductory paragraph to
Item 16 of Form N-14 to mirror the introductory language in Form N-
2, as applicable, to provide consistency between the forms.
    \242\ See, e.g., cover page instructions, General Instruction
A.2, and Items 1, 3, 8, and 10 of Form N-2; cover page instructions;
General Instructions A, C, D, E, F, G, and J, and Items 1, 3, 5, 6,
7, 12, 13, 14, 15, and 16 of Form N-14.
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III. Other Matters

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

IV. Economic Analysis

    This section analyzes the expected economic effects of the
amendments

relative to the current baseline, which consists of the existing filing
fee assessment and collection practices and the related regulatory
framework and disclosure requirements. As discussed above, the current
process by which filers submit--and the Commission reviews, verifies,
and processes--filing fees is highly manual and labor-intensive. The
amendments require that all information needed for filing fee
calculation be disclosed in Inline XBRL.\243\ This allows greater
automation of the filing fee calculations and payment processes,
thereby saving filer resources and facilitating the Commission's
assessment and collection of filing fees.
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    \243\ As discussed in detail above, in a change from the
proposal, the amendments require filers to disclose all filing fee-
related information in a separate fee exhibit that must be submitted
in Inline XBRL rather than on the cover page. This change will
streamline the presentation of filing fee-related information and
potentially facilitate any future changes in the structured data
language applied to it. See supra Section II.A.3.c.ii.
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    In addition, we are updating filer payment options by adding ACH
and debit and credit cards as new payment options and eliminating the
paper check and money order options. The introduction of new payment
options will be beneficial to filers because these electronic payment
options are more efficient and accurate, with a decreased possibility
of payment errors and faster settlement time than paper checks and
money orders.
    Finally, the amendments permit filers to reallocate previously paid
filing fees across security classes in case they seek to concurrently
(i) increase the amount of one or more classes or add one or more
classes; and (ii) decrease the amount of one or more other classes in
the same registration statement.\244\ Specifically, the filers may
calculate the total filing fee due based on the then-current expected
offering amounts, offering prices, and filing fee rates and rely on
Rule 457(b) to apply the previously paid filing fees against the total
filing fee due. The amendment is generally consistent with, but expands
on, previous staff interpretive guidance on reallocating filing fees in
connection with pre-effective amendments. Filers are expected to
benefit from the additional flexibility.
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    \244\ As discussed in detail above, in a change from the
proposal, the amendments extend the application of this offset
procedure. Under the rule as adopted, an offset will be applicable
to situations in which the registrant, on the same registration
statement, adds one or more new classes of securities at the same
time it decreases the amount registered of one or more other classes
regardless of whether the registrant simultaneously increases the
amount registered of one or more other classes on that registration
statement.
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    Following effectiveness, the impact of the amendments may be
measurable by considering the number of fee-bearing filings that are
received with errors, the number of fee-bearing filings that are paid
with the new payment options, and the number of fee-bearing filings in
which filers pre-effectively reallocate previously paid filing fees
across security classes.
    We are sensitive to the costs and benefits of these amendments. The
discussion below addresses the potential economic effects of the
amendments, including the likely benefits and costs, as well as the
likely effects of the amendments on efficiency, competition, and
capital formation. At the outset, we note that, where possible, we have
attempted to quantify the benefits, costs, and effects on efficiency,
competition, and capital formation expected to result from the
amendments. In many cases, however, we are unable to quantify the
economic effects because we lack the information necessary to provide a
reasonable estimate.

A. Economic Baseline

    Our baseline includes the Commission's current filing fee
assessment and collection practices and the regulatory framework and
disclosure requirements pertaining to the fee-bearing filings. Our
baseline also takes into account that some filers that will be subject
to these amendments already structure other disclosures, as well as
related industry practices involving structured disclosure. The main
parties that are likely to be affected by the amendments include the
filers of fee-bearing forms and their investors.
    The Commission assesses and collects filing fees for certain
corporate filings, including those related to registered securities
offerings, tender offers, and merger or acquisition transactions. The
Commission also assesses and collects filing fees for registered
offerings by investment companies. The Commission staff manually
reviews the filing fee information for every fee-bearing filing that is
received by the Commission. Where there are discrepancies, the staff
has to resolve the discrepancy and often has to contact the filer to do
so. During the 2020 fiscal year, we estimate that approximately 610
fee-bearing filings (representing approximately 0.9% of all fee-bearing
filings) contained filer errors requiring manual correction by
Commission staff.\245\ Common types of filing fee calculation errors
involve improper use of offsets, improper use of carryforwards,
improper reference to previously paid amounts, and incorrect rule
references. When an error occurs, filers must expend additional effort
to work with the staff to correct the errors.
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    \245\ The Commission staff also performs an independent review
of filing samples (approximately 5% of the filings received)
semiannually to ensure the process is accurate and thorough. A small
number of additional filing fee adjustments are identified in this
process.
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    Currently, a filer must deposit into its EDGAR account funds
sufficient to cover the filing fee via wire transfer, checks, or money
orders. Over 99% of the payments for filing fees are made via wire
transfer. For wire transfer, check, and money order processing,
Commission staff is unable to automatically verify, without a manual
review, whether appropriate routing information is included to allow
for posting payment to the correct filer account. As a result, we
estimate that approximately 9% of payments received are initially
suspended due to incomplete or inaccurate payment routing information.
    The amendments affect filers of certain fee-bearing filings. Based
on the analysis of EDGAR filings during calendar year 2020,\246\ we
estimate that there were 9,298 unique filers of fee-bearing filings
subject to the amendments, including:
---------------------------------------------------------------------------

    \246\ This estimate considers unique filers based on CIK
(including co-registrants). Each filer may make multiple fee-bearing
filings. Filing amendments are excluded from these estimates.
---------------------------------------------------------------------------

     8,964 unique filers of at least one filing on a fee-
bearing Form S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, F-10, N-2, or N-
14 registration statement or related prospectus filed under Rule
424(b), or a statement filed under Rule 13e-1, all of which are filed
exclusively by filers that either already are required to file other
disclosures in Inline XBRL or will be required to file other
disclosures in Inline XBRL under previously adopted Commission rules
prior to the compliance dates for the amendments. For such filers to be
required to file other disclosures in Inline XBRL, the filers must
prepare their financial statements in accordance with U.S. Generally
Accepted Accounting Principles (``GAAP'') or International Financial
Reporting Standards (``IFRS'') as issued by the International
Accounting Standards Board (``IASB'').\247\ We note, however,

that there are two foreign issuers that prepare their financial
statements in accordance with an accounting standard other than U.S.
GAAP or IFRS as issued by the IASB and thus will not otherwise be
subject to any XBRL requirements.
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    \247\ In April 2020, the Commission adopted Inline XBRL
requirements for registered closed-end funds and BDCs that file on
Form N-2, which must comply with the new tagging requirements on or
prior to February 1, 2023. See supra Section II.A.5.c. Thus, filers
of Forms N-2 and N-14 that are subject to the final rules, which
include certain registered investment companies and business
development companies, will be subject to an Inline XBRL requirement
for other disclosures prior to the compliance date of the final
rules. Id.
    Filers of these registration statements that have yet to incur a
periodic reporting obligation under Section 13(a) of the Exchange
Act when they initially file will necessarily incur a periodic
reporting obligation after the filing's effectiveness pursuant to
Section 15(d) of the Exchange Act, and will subsequently be required
to comply with the Inline XBRL structuring requirements set forth in
Rule 405 of Regulation S-T and Sec.  232.406 (Rule 406 of Regulation
S-T). We recognize that, in some instances, a non-reporting filer
will initially file one of these forms (and thus be required to
structure filing fee-related information under the amendments), but
the form may not always be declared effective. In such cases, the
filer might not incur any other Inline XBRL structuring obligations.
---------------------------------------------------------------------------

     334 unique filers that did not file the forms listed in
the previous paragraph but that filed at least one fee-bearing \248\
Schedule 14A, 14C, TO, 13E-3, 13E-4F, or 14D-1F, of which an estimated
191 unique filers were subject to periodic reporting using Inline
XBRL.\249\
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    \248\ Of the multiple submission type variants of these
schedules, only submission types PREM14A/PRER14A and PREM14C/PRER14C
are fee-bearing and thus subject to the amendments.
    \249\ Reporting companies were identified based on the analysis
of filings on Form 10-K, 10-Q, 20-F, or 40-F during the 2020
calendar year. Additionally, filers of Schedules 13E-3 and 13E-4F
that are not themselves reporting companies must be affiliates of
reporting companies. Presumably, such filers would benefit from
their affiliates' experiences with Inline XBRL structuring.
---------------------------------------------------------------------------

    Thus, we estimate that approximately 145 (1.6%) filers affected by
the amendments will become newly subject to Inline XBRL requirements as
a result of the amendments.\250\
---------------------------------------------------------------------------

    \250\ (334 - 191) + 2 = 145. 145 / 9,298 = 1.6%. See supra notes
246-249 and accompanying text.
---------------------------------------------------------------------------

B. Economic Impacts, Including Effects on Efficiency, Competition, and
Capital Formation

    The section discusses the anticipated economic benefits and costs,
as well as the likely effects of the amendments on efficiency,
competition, and capital formation.
1. Structuring Filing Fee-Related Information
    The amendments require filing fee-related disclosures to be
structured in Inline XBRL for the affected forms listed above. This
includes information that today is included in the body of the filing
and some information prepared by filers but the disclosure of which is
currently optional.\251\ As this information is already either required
to be disclosed elsewhere in the filing, or must already be gathered to
complete the filing fee calculation, we believe that any new cost for
filers from this disclosure requirement will be minimal. For example,
many of those items already are required in the header of the filing
while some others are presently disclosed in a narrative format.
Presenting most of this information substantially in a tabular format
in the structured data exhibit will centralize filing fee disclosure
and facilitate the structuring and use of filing fee data for fee
calculation and validation purposes. The limited scope of the
disclosure, even after the changes from the proposal to the tabular
presentation of the information discussed in Section II.A above, is
expected to preserve the anticipated low costs of the structured data
exhibit, in line with the proposal, both in the aggregate and for the
vast majority of filers.
---------------------------------------------------------------------------

    \251\ See supra note 30 regarding 457(f) information required
for calculation of filing fee but not expressly required to be
disclosed.
---------------------------------------------------------------------------

    The commenters that addressed the structuring provisions generally
supported the proposed amendments.\252\ These commenters discussed the
expected benefits of the amendments in the form of improved efficiency
and enhanced potential for automation in preparation, processing and
review of filing fee-related filings,\253\ as well as improved accuracy
and disclosure,\254\ with a potential reduction in suspensions of
filings due to miscalculations.\255\ Structuring filing fee-related
data under the amendments will enable significantly greater automation
and more accurate and comprehensive validation of filing fee
calculations, which currently is manually performed. When structured
filing fee-related information is received by EDGAR, the EDGAR system
will be able, as part of its validation process, to determine
automatically in many cases whether the filing fee calculations have
been performed correctly. Filings using the optional fee tagging tool
and test filings that do not pass specific validation tests will be
flagged before the related live filing is filed, allowing filers to
correct any filing fee calculation errors without needing to wait for
Commission staff to verify the calculations manually, and subsequently
revise an already-filed document and pay any additional filing fees
owed due to an erroneous calculation.
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    \252\ See letters from Jones, Martinez, XBRL US, and XBRL US WG.
    \253\ See letters from Jones, XBRL US, and XBRL US WG.
    \254\ See letters from Jones and XBRL US.
    \255\ See letter from XBRL US.
---------------------------------------------------------------------------

    Greater automation of filing fee calculation and the elimination of
the need to duplicate the entry of filing fee information are expected
to benefit filers and the Commission by making the filing process more
efficient. Structuring filing fee-related information under the
amendments will also enable the integration of such information into
existing filing preparation software, and as a result, save time that
would otherwise have been used to calculate filing fees.
    In addition, filers are expected to benefit from the reduced
likelihood of filing fee errors and the savings of time required to
correct such errors. While in some situations, the effort required to
address a filing fee adjustment is minor (e.g., if additional funds
need to be wired to the Commission), other situations might require a
filer to submit a new or amended filing (e.g., if the filer attempts to
use a non-filing fee bearing filing to register the offer and sale of
securities). Currently, filers may need to expend effort to update
their internal records regarding total offsets used and total
carryforwards registered and make changes to their securities
registrations. Refiling a corrected version of a filing that has been
filed with errors might require additional work by in-house counsel or
filing agents. In contrast, under the amendments, such potential errors
(such as calculation or tagging errors) will likely be identified
through the prior submission of a test filing to EDGAR and so can be
corrected prior to filing. While we expect these benefits will be
realized by most filers, we recognize that the magnitude of these
benefits might depend on the particular filer's current filing
practices and error rates.
    In addition, to the extent that investors, analysts, and other data
users seek to make use of filing fee information in the affected forms,
the requirement to structure the filing fee information in Inline XBRL
may potentially yield benefits in making the filing fee data more
readily available to such users in a manner that facilitates
aggregation, comparison, and analysis. Such benefits to data users are
expected to be modest because the scope of structured data requirements
in these amendments is tailored to filing fee-related information.
    Filers may incur costs to structure filing fee-related disclosures
under the amendments.\256\ Implementation costs for filers will vary as
a function of their

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

    \256\ Software vendors and filing agents may pass through the
costs of implementing technology changes to structure filing fee-
related disclosures to filers.
---------------------------------------------------------------------------

    We recognize that the costs incurred to structure filing fee-
related disclosures in Inline XBRL will vary across filers. For filings
that already require some information to be structured in Inline
XBRL,\257\ requiring additional Inline XBRL data elements (some of
which will no longer be required to be entered into the submission
header) is straightforward and is not expected to result in a
significant incremental cost for filers.\258\ In other cases, while the
affected filings themselves may not presently require Inline XBRL
structuring, most or all filers of those affected filings already are
or will otherwise become subject to Inline XBRL requirements and
therefore will be able to leverage existing structuring processes,
including software used for other filings, to structure filing fee-
related information with relatively small incremental costs.
Nevertheless, we recognize that such filers will incur some costs,
particularly in the initial year of compliance, to meet the new
requirements.
---------------------------------------------------------------------------

    \257\ For example, operating company filers are required to
provide interactive data for financial statements and periodic and
current report cover pages under Rules 405 and 406 of Regulation S-
T, respectively.
    \258\ See infra Section V for a discussion of the estimated
increase in paperwork burden as a result of the requirement to tag
filing fee-related information. See also FAST Act Adopting Release,
supra note 140, at 12711 (stating that the cover page tagging
requirement will not result in significant additional burdens for
registrants and estimating that the requirement to tag additional
cover page items will impose an increased paperwork burden of one
hour for each affected form).
---------------------------------------------------------------------------

    We requested comment on the costs of the proposed requirements. One
commenter surveyed XBRL software vendors to provide an estimate of the
additional preparation time required for filing fee tagging. The
results of this survey suggest, consistent with our own analysis and
conclusions, that the additional effort required to comply with the
rule will be relatively small.\259\ Based on that survey, that
commenter concluded that ``preparing the fee tables in Inline XBRL is
likely to result in additional preparation time for filers'' and that
the surveyed vendors ``estimated that it could require an additional 30
minutes to two hours to prepare the first filing with XBRL-formatted
fee information.'' According to the same commenter, ``eight out of nine
[surveyed vendors] however, said that the extra time would decline with
subsequent filings as issuers and vendors move up the learning curve.
Four of the eight said the time spent would decline significantly; four
said it would decline somewhat.'' \260\ The commenter further stated
that ``five out of nine [surveyed vendors] indicated that there would
likely be a price increase in XBRL preparation for those companies that
outsource their XBRL preparation, of between 5-10%. For those filers
who prepare their own submission using a disclosure management tool,
there may or may not be a modest price increase.'' \261\
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    \259\ See letter from XBRL US. The information presented here
does not distinguish the costs based on the filer's levels of prior
Inline XBRL filing experience.
    \260\ Id.
    \261\ Id.
---------------------------------------------------------------------------

    Based on the analysis of EDGAR filings during calendar year 2020,
we estimate that approximately 145 filers will be newly subject to
Inline XBRL requirements solely as a result of the amendments and will
therefore incur costs to develop processes and potentially license
software or engage a third party to comply with the new
requirements.\262\ Such filers' incremental costs to comply with the
requirements to tag filing fee-related information may be alleviated by
a free filing fee-tagging tool that will be available on the
Commission's website prior to the compliance dates.\263\ The amendments
include a phase-in period for complying with the requirements to tag
filing fee-related information.\264\ The compliance date schedule is
expected to mitigate the rules' effects on smaller filers and filers
not otherwise required to use Inline XBRL. This schedule will give such
filers additional time to develop related expertise, as well as provide
such filers with the opportunity to benefit from the experience of
larger filers with the structuring requirements. Further, almost all
operating companies that will be subject to Inline XBRL requirements
pursuant to the amendments will be required to file financial statement
and cover page information in Inline XBRL prior to the compliance date
of the filing fee tagging requirements and thus will incur minimal
incremental costs to comply with the filing fee tagging requirements
under the compliance date schedule. Registered closed-end funds and
BDCs subject to the amendments also will become subject to other Inline
XBRL requirements prior to the compliance date of the filing fee
tagging requirements and thus likely will incur minimal incremental
costs to comply with the filing fee tagging requirements. Overall, the
compliance schedule is expected to give a reasonable amount of time to
implement Inline XBRL for tagging this limited subset of filing fee-
related information.
---------------------------------------------------------------------------

    \262\ See supra note 247 and accompanying text.
    \263\ This tool would allow filers to input their filing fee-
related disclosures into a web-based graphical user interface, and
would then generate an Inline XBRL-tagged filing fee exhibit based
on the inputted disclosures.
    \264\ According to the schedule as adopted, (i) large
accelerated filers, in a change from the proposal, must comply with
the filing fee tagging requirements for filings submitted on or
after 30 (rather than 18) months after the requirements'
effectiveness; (ii) accelerated filers, in a change from the
proposal, must comply with the filing fee tagging requirements for
filings submitted on or after 42 (rather than 30) months following
the requirements' effectiveness; and (iii) all other filers,
including certain investment companies that file registration
statements on Forms N-2 and N-14, must comply for filings submitted
on or after 42 months after the requirements' effectiveness. Given
the volume of forms that must be changed, the technical complexity
of the required development, and the desire to allow filers to test
the changes, structuring requirements would be phased in. Extending
the phase-in period for large accelerated filers from 18 to 30
months, and for accelerated filers--from 30 to 42 months would allow
filers additional time to complete any required technical and
software development changes and test the changes over a longer
period of time prior to full implementation, potentially easing the
transition burden.
---------------------------------------------------------------------------

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

economic effects discussed above, including the costs and benefits of
structuring the filing fee-related information in Inline XBRL.
    We are adopting several minor technical changes from the proposal.
In particular, as discussed above, the final rules will require more
detailed tabular disclosure of certain information that, under the
proposal, registrants would have presented in narrative format or in
the header information for a filing. This is expected to facilitate
filing fee determination, information presentation, capacity tracking,
and structuring and EDGAR validation. As this information is already
either required to be disclosed elsewhere in the filing, or must
already be gathered to complete the filing fee calculation, any new
cost for filers is expected to be minimal. In addition, we are adopting
conforming changes to Forms N-2 and N-14.\265\ Further, to account for
recent amendments to Rule 424 and Forms S-1, S-3, F-1 and F-3, we are
revising these and, as appropriate, other provisions to conform to the
other filing fee disclosure and payment methods amendments. Finally, we
are revising Forms SF-1 and SF-3, as well as Forms N-2 and N-14, to
conform their filing fee content and presentation requirements, as
applicable, to those of other fee-bearing forms we are amending.
Consistent with extending the content and location requirements to
Forms SF-1 and SF-3, we are permitting, but not requiring, the filers
of these forms to structure the filing fee-related information to
realize its benefits and are modifying the proposal to do so.\266\
These technical and conforming amendments are expected to facilitate
filing fee determination, information presentation, and capacity
tracking. Because these additional content specifications do not add
new substantive disclosure requirements, but instead clarify current
requirements and provide additional information on how to satisfy their
filing fee payment obligations, these amendments will involve minor
changes to the disclosure of information that filers already must
collect, and thus are not expected to have appreciable economic
effects.
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    \265\ As discussed above, and in a change from the proposal, we
are amending Forms N-2 and N-14 to require the same filing fee-
related content and presentation requirements we are adopting for
the Affected Securities Act and Exchange Act Forms and Schedules.
See supra, note 50 and accompanying text. As with operating company
filers, any new cost of these minor changes for registered closed-
end funds and BDCs is expected to be minimal because they simply
clarify how to satisfy current filing fee payment obligations.
Moreover, the resulting greater consistency across affected forms
may benefit those filers that are part of fund complexes that also
offer products filed on the Affected Securities Act and Exchange Act
Forms.
    \266\ We estimate that during calendar year 2020, there were 14
unique filers of at least one Form SF-1 or SF-3.
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2. Updating Payment Options
    The amendments will permit the use of ACH payments, providing
filers with an additional option for the electronic deposit of funds.
We expect that the introduction of the ACH option will be beneficial to
filers and it was generally supported by commenters.\267\ First, filers
that presently use paper checks or money orders are likely to benefit
from the availability of the ACH option. Compared to payments made by
paper checks and money orders, ACH payments will reduce the need for
manual re-routing of filing fee payments. Consistent with the
observations of various commenters, we expect the ACH option to have
the benefits of improved accuracy and reduced incidence of errors,\268\
improved efficiency \269\ and ability to schedule payments in
advance,\270\ and greater security \271\ and reliability.\272\ We are
also eliminating the option to pay filing fees via paper checks and
money orders. The elimination was supported by one commenter.\273\
Commenters stated that the ACH option is already widely used by public
companies in other settings.\274\
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    \267\ See, e.g., letters from Angel, Jones, LaBerge, Larson,
Martinez, and NACHA.
    \268\ See, e.g., letters from Jones, stating that ``modernizing
the fee reporting and collecting system with the use of iXBRL and
ACH will improve efficiency, accuracy, and disclosure''; and
Martinez stating that ``[a]n automated system such as the ACH to
help the preparation, disclosure, validation, assessment and
collection process for fees and payments sounds like it will reduce
manual errors and help the correction of said errors.''
    \269\ See, e.g., letters from Jones; Larson, stating that ``the
implementation of [ACH] payments allows for more efficient means of
payment for most companies filing with the SEC''; and NACHA stating
that ``[t]he proposed amendments will improve filing fee payment
certainty, efficiency, and payment processing by facilitating lower-
cost, easily routable payments through the ACH Network.''
    \270\ See, e.g., letter from NACHA, stating that: ``[f]ilers can
use the ACH instead to schedule payments at their convenience.''
    \271\ See, e.g., letters from Jones, stating that ``ACH is more
secure than money orders and checks and has been standard practice
elsewhere for decades''; and NACHA, stating that ``[t]he ACH Network
serves as a secure, reliable and ubiquitous network for consumer,
business and government electronic payments.''
    \272\ See, e.g., letter from NACHA.
    \273\ See letter from NACHA.
    \274\ See, e.g., letters from Jones and NACHA.
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    Although the vast majority of filers (over 99%) currently use wire
transfers rather than checks or money orders to make filing fee
payments, we recognize that eliminating checks and money orders as a
payment option for filers that rely on them may impose an incremental
cost on such filers. However, such a burden will be mitigated by the
benefits from having an ACH option. As we noted in the Proposing
Release, paying by ACH typically provides a convenient and low-cost
alternative to such filers. Thus, most filers that currently use paper
checks or money orders will be able to switch to ACH payments and
likely will not experience an increase in cost from the elimination of
paper checks and money orders.
    Further, introducing the ACH payment option could also decrease
costs and payment processing errors for filers that presently use wire
transfer. Some of the filers that currently use wire transfer may do so
because they prefer electronic payments, and a wire transfer is the
sole permitted method. Some of these filers may prefer to use ACH after
it becomes available (whether for cost savings or otherwise), and thus
will benefit from the option to use ACH.
    In addition, the ACH option may save filer resources through a
reduction in payment posting errors, compared to the current options.
An ACH payment will be submitted along with the filer's properly
formatted CIK number to ensure that the deposit posts to the correct
account. This will reduce the necessity for manual re-routing of filing
fee payments by Commission staff, which currently must be done for
approximately 9% of filing fee payments. Since an ACH transaction will
reduce the risk of account payments not being posted promptly, filers
may be able to spend fewer resources to check account payments.
    In a change from the proposal, made in response to commenter
suggestions,\275\ we are also adding options to use a debit or credit
card for payment. These options will provide additional flexibility for
filers that may be unable to, or prefer not to, send an ACH or wire
payment. For example, as one commenter indicated, such an option may be
beneficial for those foreign issuers that are unable to send a wire
payment.\276\ We recognize that any associated fees charged by debit or
credit card issuers will impose a cost on such filers. For the
remainder of filers, because ACH and wire payments will also be
available for payment of filing fees, we expect filers to choose the
debit

or credit card payment option only if it is more cost-effective or
convenient.\277\
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    \275\ See letters from Angel, LaBerge, and Larson, stating that
the Commission should, for a fee, accept debit and credit cards for
filing fee payments and, thereby, provide an alternative for foreign
issuers.
    \276\ See letter from LaBerge.
    \277\ However, those foreign filers that do not have a U.S. bank
account and that experience issues with a wire transfer may have to
rely on a U.S.-based credit or debit card payment even if it is a
more costly method of payment. The letter from LaBerge discussing
ACH-related challenges for some foreign filers states: ``ACH
payments can be an [inconvenience] for foreign and non-US entities
that don't have a US bank account. Even using an ACH payment, non-US
entities will have complications when paying their filing and other
fees, which could result in delays and other mistakes. For example,
if the payment is not recognized as a domestic ACH transfer, the
payment may be returned to the foreign entity causing bank fees as
well as prolonging the timing of the payment to the SEC.''
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3. Fee Offset Amendments
    The amendments will permit filers to reallocate previously paid
filing fees across security classes if they seek to concurrently (i)
increase the amount of securities of one or more classes or add one or
more classes; and (ii) decrease the amount of one or more other classes
in the same registration statement. Specifically, filers that have not
relied on Rule 457(o) to calculate a required filing fee may calculate
the total filing fee due based on the then-current expected offering
amounts, offering prices, and filing fee rates and rely on Rule 457(b)
to apply the previously paid filing fees against the total fee due.
Currently, Rule 457(a), by its terms, requires filers seeking to (i)
increase the amount of one class or add a class; and (ii) decrease the
amount of another class to pay additional filing fees based on any
increased offering amount for the first or additional class even though
they may have overpaid for the decreased offering amount of a
registered second class. Filers will benefit from the flexibility to
reallocate previously paid filing fees across security classes.
    As discussed above,\278\ the fee offset amendment is consistent
with but goes beyond existing staff guidance on pre-effective
reallocation of previously paid filing fees across security classes.
Thus, the economic effects of the provision are reduced to the extent
that some filers may already follow the existing staff guidance.
However, adopting rules on pre-effective reallocation will reduce any
uncertainty some filers may have given the reallocation position's
status as staff guidance.
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    \278\ See Securities Act Rules Compliance and Disclosure
Interpretation (CDI) 640.01 (2017).
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    The amendments also will require filers to disclose certain
additional information when claiming a filing fee offset under Rule
457(p) (such as the amount of unsold securities or unsold aggregate
offering amount associated with the prior registration statement and
claimed offset). Because this information is already required to
determine the filer's eligibility for the offset (and can otherwise be
inferred from other public disclosures), we believe that any new cost
for filers from this disclosure requirement will be minimal.
4. Anticipated Effects on Efficiency, Competition, and Capital
Formation
    Structuring filing fee-related information in Inline XBRL enables
greater automation of filing fee calculation and verification. This is
expected to result in a more efficient filing and payment process,
saving filer resources and in turn benefiting their investors. In
addition, by saving staff time and resources and increasing the
accuracy of filing fee payments, the amendments also are expected to
facilitate the Commission's review of the affected filings.
    To the extent that the requirements under the amendments impose
incremental costs on some filers, such filers might be at an
incremental competitive disadvantage, and their investors could
potentially be adversely affected. However, because the significant
majority (over 98%) of filers subject to the amendments, including
smaller filers, are or will already be subject to other Inline XBRL
disclosure requirements prior to the compliance dates of the
amendments, those filers will have already incurred costs to adopt
Inline XBRL. Thus, we do not believe that the amendments will result in
significant competitive effects on smaller filers or adverse effects on
their investors.
    Updating payment options to introduce ACH payments and debit and
credit card transactions and eliminate paper checks and money orders
could increase the efficiency of processing of filing fee-related
payments and reduce the burden of tracking payments for filers.
    Finally, providing flexibility in reallocating previously paid
filing fees across classes of securities should increase efficiency and
lower registration costs and could potentially encourage capital
formation through registered offerings among eligible registrants.

C. Reasonable Alternatives

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

and its consistency throughout a filing, we believe the benefits from
the use of Inline XBRL justify any potential incremental costs compared
to XML for those filers. Incremental costs to comply with the
requirements to tag filing fee-related information may be alleviated by
the availability of a free filing fee-tagging tool, anticipated to be
released prior to the compliance date, on the Commission's
website.\281\ Furthermore, for the significant majority of filers that
are already required to use Inline XBRL to comply with other structured
disclosure requirements, the alternative of requiring a different
structured data language for structuring filing fee-related information
could result in inefficiencies and costs.
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    \279\ See Inline XBRL Release, supra note 13.
    \280\ See letter from XBRL US.
    \281\ See supra note 263.
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    The amendments require filers to structure filing fee-related
information using Inline XBRL in most, but not all, fee-bearing
filings. As an alternative, we could have required all filers making
fee-bearing filings to structure filing fee-related information using
Inline XBRL.\282\ Among those, filers that are not, or would not be,
otherwise required to file other disclosures in Inline XBRL would incur
greater initial costs to adopt Inline XBRL. However, over time, such
filers may realize greater efficiencies from filing in Inline XBRL.
Because Inline XBRL is both machine-readable and human-readable, filers
will have greater ease of reviewing the filing. They may more easily
identify errors and submit a correct filing, rather than spend time
after submission to reconcile and submit amendments and amended filing
fees. In addition, filers may also realize efficiencies from automating
some of their internal processes because Inline XBRL is machine-
readable. In addition, to the extent that data users access filing fee
information across all forms, or across some of the forms not filed in
Inline XBRL, this alternative would yield greater benefits in making
the filing fee data available to such users so that it can be instantly
aggregated, compared, and analyzed. However, those fee-bearing filings
that are outside the scope of the amendments are either filed
relatively rarely or are filed by filers that may not otherwise be
subject to Inline XBRL requirements and thus would incur relatively
higher incremental costs under this alternative (e.g., foreign
government registration statements filed pursuant to Schedule B of the
Securities Act).
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    \282\ Forms SF-1, SF-3, S-20, F-6, F-7, F-8, and F-80 under the
Securities Act and foreign government registration statements filed
pursuant to Schedule B of the Securities Act, as well as Form N-5,
are fee-bearing filings that will not be subject to the amendments.
See supra Section II.A.5. During calendar year 2020, we estimate
that there were 113 unique filers of these forms and schedules
(excluding amendments), of which 61 unique filers also filed other
fee-bearing forms or schedules that would be affected by the
amendments.
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    As another alternative, we could narrow the scope of filings
subject to the amendments to include only those fee-bearing filings
which are filed exclusively by entities that are or will otherwise
become subject to Inline XBRL requirements for other filings.\283\ This
alternative would further reduce aggregate filer costs associated with
the amendments. However, given that the vast majority of filers subject
to the amendments would already be subject to Inline XBRL requirements
with respect to other disclosures, such aggregate cost savings are
likely to be modest. In turn, this alternative also would somewhat
limit the aggregate benefits for filers and other market participants
that would result from the rule, compared to the amendments.
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    \283\ The filings will be Form S-1, S-3, S-4, S-8, S-11, F-1, F-
3, F-4, F-10, N-2 and N-14 registration statements, post-effective
amendments and prospectuses filed pursuant to Rule 424(b), and
statements filed under Rule 13e-1.
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    The amendments have a phased compliance schedule for the
requirements to tag filing fee-related information. Compliance with the
structuring requirements will be required beginning with filings
submitted on or after 30 or 42 months after the requirements'
effectiveness, respectively, for (i) large accelerated filers; and (ii)
accelerated filers, investment companies that file registration
statements on Forms N-2 and N-14, and all other filers. As an
alternative, we could employ a single compliance date or either
accelerate or postpone compliance for particular filer categories or
form types. Compared to the compliance schedule in the amendments,
accelerating (postponing) compliance would provide filers less (more)
time to implement Inline XBRL for tagging filing fee-related
information and accelerate (postpone) the benefits of tagging filing
fee-related information for users of this data. In particular,
accelerating the compliance date schedule to require the tagging of
filing fee-related information before most filers of affected forms
have been required to tag financial statement and cover page
information in Inline XBRL might result in additional transition
challenges for those filers.
    We are adding the ACH, debit, and credit card options for filing
fee payments and eliminating the paper check and money order payment
options. As an alternative, we could add the new payment options but
not eliminate the paper check payment option, as suggested by one
commenter.\284\ This alternative would provide additional flexibility
to those issuers that presently rely on paper checks and are unable or
unwilling to use a wire, ACH, debit, or credit card payment, compared
to the amendments. The aggregate benefit of the alternative of
retaining the paper check option is likely to be minimal, given the
modest reliance on the paper check option among filers today, as well
as the wide use of ACH in other contexts.\285\
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    \284\ See letter from Wilson.
    \285\ See letters from Jones and NACHA.
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V. Paperwork Reduction Act

A. Background

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

    \286\ 44 U.S.C. 3501 et seq.
    \287\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.
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    1. Form S-1 (OMB Control No. 3235-0065);
    2. Form S-3 (OMB Control No. 3235-0073);
    3. Form S-4 (OMB Control No. 3235-0324);
    4. Form S-8 (OMB Control No. 3235-0066);
    5. Form S-11 (OMB Control No. 3235-0067);
    6. Form F-1 (OMB Control No. 3235-0258);
    7. Form F-3 (OMB Control No. 3235-0256);
    8. Form F-4 (OMB Control No. 3235-0325);
    9. Form F-10 (OMB Control No. 3235-0380);

    10. Form SF-1 (OMB Control No. 3235-0707);
    11. Form SF-3 (OMB Control No. 3235-0690);
    12. Schedule 13E-3 (OMB Control No. 3235-0007);
    13. Schedule 13E-4F (OMB Control No. 3235-0375);
    14. Schedule 14A (OMB Control No. 3235-0059);
    15. Schedule 14C (OMB Control No. 3235-0057);
    16. Schedule TO (OMB Control No. 3235-0515);