17. Schedule 14D-1F (OMB Control No. 3235-0376);
    18. Rule 13e-1 (OMB Control No. 3235-0305);
    19. Investment Company Interactive Data (for Forms N-2 and N-14)
(OMB No. 3235-0642); \288\
---------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

VI. Final Regulatory Flexibility Act Analysis

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

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

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

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

B. Significant Issues Raised by Public Comment

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

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

C. Small Entities Subject to the Final Amendments

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

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

D. Projected Reporting, Recordkeeping, and Other Compliance
Requirements

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

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

E. Agency Action To Minimize Effect on Small Entities

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

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

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

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

VII. Statutory Authority

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

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

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

Text of Final Rule and Form Amendments

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

PART 202--INFORMAL AND OTHER PROCEDURES

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

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

0
2. Effective May 31, 2022, amend Sec.  202.3a by:
0
a. Revising paragraphs (a), (b) introductory text, (b)(1) introductory
text, (b)(1)(i)(A), (b)(1)(ii), and (b)(2);
0
b. Designating the note to paragraph (b) as note 1 to paragraph (b) and
revising the newly designated note;
0
c. Adding note 2 to paragraph (b); and
0
d. Revising the first sentence of paragraph (d).
    The revisions and addition read as follows:

Sec.  202.3a   Instructions for filing fees.

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

please go to the Commission's EDGAR system.

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

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

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

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

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

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

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

Sec.  229.601   (Item 601) Exhibits.

    (a) * * *
    [GRAPHIC] [TIFF OMITTED] TR09DE21.000

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

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

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

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

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

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

Sec.  230.111   Payment of filing fees.

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

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

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

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

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

Sec.  230.424   Filing of prospectuses, number of copies.

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

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

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

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

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

Sec.  230.457   Computation of fee.

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

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

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

Sec.  230.473   Delaying amendments.

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

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

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

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

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

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

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

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

* * * * *

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

Sec.  232.405   Interactive Data File submissions.

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

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

Sec.  232.408   Filing fee exhibit interactive data.

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

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

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

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

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

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

United States Securities and Exchange Commission

Washington, DC 20549

Form S-1

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

V. Registration of Additional Securities

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

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

Part II--Information Not Required in Prospectus

* * * * *

Item 16. Exhibits and Financial Statement Schedules.

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

Calculation of Filing Fee Tables

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

(Form Type)

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

(Exact Name of Registrant as Specified in its Charter)

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

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

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

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

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

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

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

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

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

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

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

United States Securities and Exchange Commission

Washington, DC 20549

Form S-3

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

II. Application of General Rules and Regulations

* * * * *

D. [Reserved]

E. [Reserved]

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

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

IV. Registration of Additional Securities and Additional Classes of
Securities

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

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

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

PART II--INFORMATION NOT REQUIRED IN PROSPECTUS

* * * * *

Item 16. Exhibits.

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

Calculation of Filing Fee Tables

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

(Form Type)

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

(Exact Name of Registrant as Specified in its Charter)

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

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

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

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

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

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

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

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

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

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

United States Securities and Exchange Commission

Washington, DC 20549

Form S-8

Registration Statement Under the Securities Act of 1933

* * * * *

PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

* * * * *

Item 8. Exhibits.

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

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

Calculation of Filing Fee Tables

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(Form Type)

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(Exact Name of Registrant as Specified in its Charter)

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