[Federal Register Volume 84, Number 248 (Friday, December 27, 2019)]
[Proposed Rules]
[Pages 71580-71624]
[FR Doc No: 2019-23594]

Vol. 84

Friday,

No. 248

December 27, 2019

Part III

Securities and Exchange Commission

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

Filing Fee Disclosure and Payment Methods Modernization; Proposed Rule

Federal Register / Vol. 84 , No. 248 / Friday, December 27, 2019 /
Proposed Rules

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 202, 229, 230, 232, 239, 240, 270, and 274

[Release Nos. 33-10720; 34-87395; IC-33676; File No. S7-20-19]
RIN 3235-AL96

Filing Fee Disclosure and Payment Methods Modernization

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule.

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SUMMARY: We are proposing amendments that would modernize filing fee
disclosure and payment methods. We are proposing to amend most fee-
bearing forms, schedules, statements, and related rules to require each
fee table and accompanying disclosure to include all required
information for fee calculation in a structured format. The proposed
amendments would add the option for fee payment via Automated Clearing
House (``ACH'') and eliminate the option for fee payment via paper
checks and money orders. The proposed amendments are intended to
improve filing fee preparation and payment processing by facilitating
both enhanced validation through fee structuring and lower-cost, easily
routable payments through the ACH payment option. Finally, the
Commission proposes other amendments to enhance the efficiency of the
fee process.

DATES: Comments should be received on or before February 25, 2020.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

     Use our internet comment form (http:/www.sec.gov/rules/
proposed.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number S7-20-19 on the subject line.

Paper Comments

     Send paper comments to Vanessa A. Countryman, Secretary,
Securities and Exchange Commission, 100 F Street NE, Washington, DC
20549-1090.

All submissions should refer to File Number S7-20-19. This file number
should be included on the subject line if email is used. To help us
process and review your comments more efficiently, please use only one
method. We will post all comments on our website (http://www.sec.gov/rules/proposed.shtml). Comments are also available for website viewing
and printing in the Commission's Public Reference Room, 100 F Street
NE, Washington, DC 20549, on official business days between the hours
of 10 a.m. and 3 p.m. All comments received will be posted without
change. Persons submitting comments are cautioned that we do not edit
personal identifying information from submissions. You should submit
only information that you wish to make available publicly.
    We or the staff may add studies, memoranda, or other substantive
items to the comment file during this rulemaking. A notification of the
inclusion in the comment file of any such materials will be made
available on the Commission's website. To ensure direct electronic
receipt of such notifications, sign up through the ``Stay Connected''
option at www.sec.gov to receive notifications by email.

FOR FURTHER INFORMATION CONTACT: Luba Dinits, Senior Accountant, Office
of Financial Management, at<PHONE_NUMBER>, Mark W. Green, Senior
Special Counsel, Division of Corporation Finance, at<PHONE_NUMBER>;
James Maclean, Senior Counsel, Division of Investment Management, at
(202) 551-6792; or R. Michael Willis, Assistant Director, Office of
Structured Disclosure, Division of Economic and Risk Analysis, at (202)
551-6600.

SUPPLEMENTARY INFORMATION:
    We are proposing amendments to:

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Commission reference                                                       CFR citation
                                                                           (17 CFR)
----------------------------------------------------------------------------------------------------------------
Informal and other Procedures....  Rule 3a...............................  Sec.   202.3a.
Regulation S-K...................  Item 601..............................  Sec.   229.601.
Regulation S-T...................  Rule 11...............................  Sec.   232.11.
                                   Rule 13...............................  Sec.   232.13.
                                   Rule 405..............................  Sec.   232.405.
Securities Act of 1933 \1\         Rule 111..............................  Sec.   230.111.
 (``Securities Act'').
                                   Rule 424..............................  Sec.   230.424.
                                   Rule 456..............................  Sec.   230.456.
                                   Rule 457..............................  Sec.   230.457.
                                   Form S-1..............................  Sec.   239.11.
                                   Form S-3..............................  Sec.   239.13.
                                   Form S-8..............................  Sec.   239.16b.
                                   Form S-11.............................  Sec.   239.18.
                                   Form N-14.............................  Sec.   239.23.
                                   Form S-4..............................  Sec.   239.25.
                                   Form F-1..............................  Sec.   239.31.
                                   Form F-3..............................  Sec.   239.33.
                                   Form F-4..............................  Sec.   239.34.
                                   Form F-10.............................  Sec.   239.40.
Securities Exchange Act of 1934    Rule 0-9..............................  Sec.   240.0-9.
 \2\ (``Exchange Act'').
                                   Rule 0-11.............................  Sec.   240.0-11.
                                   Sec.   240.13e-1......................  Sec.   240.13e-1.
                                   Schedule 13E-3........................  Sec.   240.13e-100.
                                   Schedule 13E-4F.......................  Sec.   240.13e-102.
                                   Schedule 14A..........................  Sec.   240.14a-101.
                                   Schedule 14C..........................  Sec.   240.14c-101.
                                   Schedule TO...........................  Sec.   240.14d-100.
                                   Schedule 14D-1F.......................  Sec.   240.14d-102.
Investment Company Act of 1940     Rule 0-8..............................  Sec.   270.0-8.
 \3\ (``Investment Company Act'').

                                   Form 24F-2............................  Sec.   274.24.
Securities Act and Investment      Form N-2..............................  Sec.   239.14 and Sec.   274.11a-1.
 Company Act.
                                   Form N-5..............................  Sec.   239.24 and
                                                                           Sec.   274.5.
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\1\ 15 U.S.C. 77a et seq.
\2\ 15 U.S.C. 78a et seq.
\3\ 15 U.S.C. 80a-1 et seq.

Table of Contents

I. Introduction and Background
II. Proposed Amendments
    A. Fee-Bearing Form Content and Structuring
    1. Affected Forms
    2. Content and Location of Filing Fee Information
    3. Structuring of Filing Fee-Related Information
    4. Scope of Proposed Amendments
    5. Transition Period
    B. Fee Payment Process
    C. Fee Offset Amendment
    D. Technical and Other Clarifying Amendments
    E. Request for Comment
III. Economic Analysis
    A. Economic Baseline
    B. Economic Impacts, Including Effects on Efficiency,
Competition, and Capital Formation
    1. Structuring Fee-Related Information
    2. Updating Payment Options
    3. Fee Offset Amendments
    4. Anticipated Effects on Efficiency, Competition and Capital
Formation
    C. Reasonable Alternatives
    D. Request for Comment
IV. Paperwork Reduction Act
    A. Background
    B. Summary of the Proposed Amendments' Effects on the Collection
of Information
    C. Incremental and Aggregate Burden and Cost Estimates for the
Proposed Amendments
    D. Request for Comment
V. Initial Regulatory Flexibility Act Analysis
    A. Reasons for, and Objectives of, the Proposed Action
    B. Legal Basis for the Proposed Action
    C. Small Entities Subject to the Proposed Rules
    D. Reporting, Recordkeeping, and Other Compliance Requirements
    E. Duplicative, Overlapping, or Conflicting Federal Rules
    F. Significant Alternatives
    G. Request for Comment
VI. Small Business Regulatory Enforcement Fairness Act
VII. Statutory Basis
Text of Proposed Rule and Form Amendments

I. Introduction and Background

    The Commission assesses filing fees pursuant to Section 6(b) of the
Securities Act and Sections 13(e) and 14(g) of the Exchange Act. The
fees are assessed on companies filing documents related to
transactions, including registered securities offerings, tender offers
and merger or acquisition transactions. The Commission also assesses
registration fees for registered offerings by investment companies,
with fees assessed on an annual basis for open-end funds and unit
investment trusts (``UITs'').\1\ Additionally, closed-end funds,
including business development companies (``BDCs''),\2\ as well as
small business investment companies (``SBICs''),\3\ pay registration
fees at the time of filing a registration statement.\4\
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    \1\ Pursuant to Section 24(f)(2) of the Investment Company Act,
open-end funds and UITs must file information about the computation
of these registration fees and other information on Form 24F-2. We
previously proposed to require reports on Form 24F-2 to be submitted
in a structured eXtensible Markup Language (``XML'') format. See
Securities Offering Reform for Closed-End Investment Companies,
Investment Company Act Release No. 33427 (Mar. 20, 2019) [84 FR
14448 (Apr. 10, 2019)] (`` Offering Reform Proposing Release'').
    \2\ BDCs are a category of closed-end investment companies that
do not register under the investment Company Act, but rather elect
to be subject to the provisions of sections 55 through 65 of the
Investment Company Act. See section 2(a)(48) of the Investment
Company Act [15 U.S.C. 80a-2(a)(48)].
    \3\ SBICs are investment companies that operate differently, and
are subject to a different regulatory regime, than other management
investment companies. They are ``privately owned and managed
investment funds, licensed and regulated by the Small Business
Administration (`SBA'), that use their own capital plus funds
borrowed with an SBA guarantee to make equity and debt investments
in qualifying small businesses.'' See SBA, SBIC Program Overview,
available at https://www.sba.gov/content/sbic-program-overview.
    \4\ See Section 6(b)(1) of the Securities Act.
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    The current methods by which filers and the Commission staff
process and validate EDGAR \5\ filing fee information within the filing
are highly manual and labor-intensive.\6\ Filing-fee related
information is generally not machine-readable and the underlying
components used for the calculation are not always required to be
reported.\7\ The complexity of some transactions or instances in which
a filer is engaged in a number of transactions can make filing fee
calculation difficult. Fee calculations can become complex when issuers
attempt to claim fee offsets \8\ without accurately keeping track of
previous takedowns or changes in the price or amount of securities, or
attempt to ``carry forward'' unsold securities from one registration
statement to another.\9\ Correcting errors or reconciling
inconsistencies in fee calculations can increase burdens on both the
filer and the Commission staff.
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    \5\ The Commission receives filings through its Electronic Data
Gathering, Analysis, and Retrieval (``EDGAR'') system.
    \6\ Validation is the process of checking for conformance with
certain requirements. For example, we expect the EDGAR system to
automatically validate a fee based on the number of shares
registered and maximum offering price per share by multiplying those
amounts by each other and the applicable fee rate.
    \7\ For example, as further discussed below, in connection with
a business combination, fee-specific disclosures of the market value
of securities to be received by a registrant or cash to be paid or
received by the registrant are not expressly required to be
disclosed even though they affect the fee calculation. See, infra,
note 31.
    \8\ Filers may claim offsets, for example, under Securities Act
Rule 457(p) for fees previously paid in connection with securities
offered under a registration statement that remain unsold after the
offering's completion or termination, or withdrawal of the
registration statement subject to specified requirements.
    \9\ Rule 415(a)(6) provides, in general, that under specified
circumstances an issuer may include on a new registration statement
unsold securities covered by its earlier registration statement and
the offering of securities on the earlier registration statement
will be deemed terminated as of the effectiveness of the new
registration statement.
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    Other errors can occur because the filer must disclose certain data
elements relevant to the fee calculation in multiple places. After
calculating the required fee, a filer must manually enter certain data
elements relevant to the fee calculation in the body of the relevant
filing, typically on the cover page. Then, during the process of
building the filing on EDGARLink,\10\ the filer (or, more typically,
its filing agent) must manually enter certain data elements into the
EDGARLink web pages--including some information that is already
contained in the body of the filing \11\--that becomes part of the
filing's ``header.'' The fee-related data is thus

present in the EDGAR header, the body of the document being filed, or
both. The manual process of entering the same data elements in more
than one place increases the possibility of filer errors, such as re-
keying errors or errors where information is modified in one location
but not the other.
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    \10\ EDGARLink is an online tool, made available by the
Commission, used to assemble, validate and submit filings on EDGAR.
As part of submitting the filing, the registrant enters submission
data that becomes part of that filing's header.
    \11\ Today, some fee-related information may be present in the
body but not on the cover page of a filing.
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    Currently, the Commission staff conducts a manual review of the fee
information for every fee-bearing filing that is filed with the
Commission. When there are discrepancies between fee information
appearing in the header and in the fee table on the cover page of the
filing, the staff must resolve the discrepancy and often has to contact
the filer to do so. If adopted, we expect the proposed amendments would
make the fee payment validation process faster and more efficient by
enabling the staff to use automated tools to help validate payment
information with respect to complicated situations, such as when a
registrant claims an offset of fees paid with one or more previous
registration statements filed by the registrant or an affiliate. We
also expect that improvements in the payment validation process made
possible by the proposed tagging of the fee table and accompanying
information with pre-submission validation by the filer would provide
more certainty to registrants that the proper filing fee has been paid.
    We propose to amend most fee-bearing forms, schedules and
statements \12\ to provide that each fee table, together with related
explanatory notes to the fee table, include all required information
for fee calculation in a structured format using Inline eXtensible
Business Reporting Language (``XBRL'').\13\ The primary benefits of
presenting fee-related information in a structured format would be
achieved by:
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    \12\ See Section II.A.1 regarding the fee-bearing forms we
propose to amend and Section II.A.4 regarding those we do not
propose to amend.
    \13\ Structured data is data that is tagged to make it machine-
readable, facilitating its use by investors and other market
participants, such as data aggregators (i.e., entities that, in
general, collect, package, and resell data).
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     Enabling efficient automated access to and processing of,
information relevant to fee calculation; and
     Eliminating both the need to enter duplicate fee
information in the header and the possibility of inconsistent fee
information between the header and the body of the filing.
    These amendments would improve the filing fee preparation,
disclosure, validation, assessment, and collection processes.
    We also propose to add an option for fee payment via ACH, which
offers faster and more accurate fee payment processing through
standardized fee payment identification fields, and to eliminate the
option for fee payment via paper checks and money orders. These
amendments are intended to modernize filing fee payment methods and
increase efficiency in processing filing fee payments.
    We welcome feedback and encourage interested parties to submit
comments on any or all aspects of the proposed amendments. When
commenting, it would be most helpful if you include the reasoning
behind your position or recommendation.

II. Proposed Amendments

A. Fee-Bearing Form Content and Structuring

    We propose to require filers to present all filing fee-related
information in a structured format. This would include information that
today is included in a text-only format, and some information prepared
by filers but the disclosure of which is currently optional.\14\ The
preparation, disclosure, validation, assessment, and collection process
would be more effectively automated by facilitating access to and
processing of a broad range of fee calculation-related information,
saving filers and the Commission resources by reducing the need to
manually access the relevant data or confirm it with filers.\15\
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    \14\ See infra note 31.
    \15\ The EDGARLink program requires filers to manually enter a
limited number of basic fee calculation components such as amount
being registered, proposed maximum offering price per unit or in the
aggregate and, where applicable, offset amount. It then performs a
fee rate calculation based on that information. EDGAR's fee
applications would perform similar calculations using the structured
fee-related information that we are proposing. Eventually, if
adopted, this structured information may be used in these fee
applications to confirm that a claimed fee offset is available based
on the amount of remaining unsold securities registered on a prior
filing.
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    We believe that structuring the relevant data would greatly enhance
the ability of filers and Commission staff to quickly identify and
correct errors, as EDGAR's validation functionality would automatically
check the structured fee-related information for internal consistency,
including prior to submission of a live filing. While EDGAR would
automatically compute the filing fee due using the structured data and
validate the information submitted by the filer, any validation
failures caused by incorrect structured filing fee-related information
would result in a warning to filers and a flag for staff follow-up, but
not a suspension of the filing.\16\
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    \16\ Currently, if a filing's header discloses a fee due more
than a dollar in excess of the amount available in the filer's fee
account, the filing is suspended and the filer is notified of the
shortage and given the opportunity to add funds to the fee account
or otherwise resolve the issue (e.g., where the header-disclosed fee
due is in error). The system applicable to the structured
information proposed to be required would function similarly.
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    The specific format we propose to require for the structured data
is Inline XBRL.\17\ This format would result in machine-readable data
that could then be used to more effectively automate the filing fee
preparation, disclosure, assessment, and verification processes. Inline
XBRL would be a particularly useful method of structuring fee-related
information because: It eliminates the need to tag a copy of the
information in a separate document as under traditional XBRL; \18\
Inline XBRL is consistent with the underlying format of all of the fee-
bearing forms we propose to structure; and it enables automated
analytical tools to extract the information sought wherever it may be
located within a filing.\19\
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    \17\ In 2009, the Commission adopted rules requiring operating
company financial statements and mutual fund risk/return summaries
to be submitted in an XBRL format entirely within an exhibit to a
filing. Interactive Data to Improve Financial Reporting, Release No.
33-9002 (Jan. 30, 2009) [74 FR 6776 (Feb. 10, 2009)] as corrected by
Release No. 33-9002A (Apr. 1, 2009) [74 FR 15666 (Apr. 7, 2009)]
(``Operating Company Financial Statement Tagging Release''). In
2018, the Commission refined the requirement to provide information
in an XBRL format by requiring that, on a phased-in basis, operating
company and mutual fund filers begin to submit this information
using the Inline XBRL format, which embeds the tagged information in
the document itself, rather than in an exhibit. See Inline XBRL
Filing of Tagged Data, Release No. 33-10514 (June 28, 2018) [83 FR
40846 (Aug. 16, 2018)] (``Inline XBRL Release'').
    \18\ Inline XBRL allows filers to embed XBRL data directly into
a HyperText Markup Language (``HTML'') document, eliminating the
need to tag a copy of the information in a separate XBRL exhibit.
    \19\ In connection with the proposed amendments, the use of the
Inline XBRL format would be specified in the definition of the term
``General Interactive Data File'' in Regulation S-T and the EDGAR
Filer Manual.
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    The specific proposed form, schedule and related changes are
discussed below.
1. Affected Forms
    We propose to amend Forms S-1, S-3, S-8, S-11, S-4, F-1, F-3, F-4,
and F-10 under the Securities Act \20\ and

Schedules 13E-3,\21\ 13E-4F,\22\ 14A,\23\ 14C,\24\ TO,\25\ and 14D-1F
\26\ under the Exchange Act (collectively, the ``Affected Securities
Act and Exchange Act Forms and Schedules'') to require disclosure, and
structuring of all information necessary to calculate the fee.\27\ We
also propose to amend Forms N-2,\28\ N-5,\29\ and N-14 \30\ (the
``Affected Investment Company Act Forms'') to require structuring of
such information in Inline XBRL format. We propose to require filers to
structure the fee-related information in the Affected Securities Act
and Exchange Act Forms and Schedules and the Affected Investment
Company Act Forms in Inline XBRL format.
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    \20\ These forms are used by operating companies to register
offers and sales of securities under the Securities Act. They differ
primarily in regard to issuer and transaction eligibility
requirements, and location and nature of disclosure required.
    \21\ Rule 13e-3 under the Exchange Act requires an issuer or
affiliate to file a Schedule 13E-3 when either plans to engage in a
transaction that could cause the loss of a reporting obligation
under the Exchange Act or loss of a national securities exchange
listing with respect to a class of the issuer's equity securities.
    \22\ Schedule 13E-4F may be filed instead of Schedule TO in
order to comply with Rule 13e-4 under the Exchange Act where a
Canadian operating company issuer meeting specified requirements is
subject to Exchange Act reporting requirements and the issuer or, in
limited circumstances, an affiliate makes a tender offer related to
a class of the issuer's equity securities.
    \23\ Schedule 14A is required to be filed by an issuer or other
person or entity that solicits proxy authority with respect to
securities registered under Section 12 of the Exchange Act to comply
with Rules 14a-3 and 14a-6 under the Exchange Act.
    \24\ Schedule 14C is required to be filed by operating companies
to comply with Rules 14c-2 and 14c-5 under the Exchange Act in
connection with corporate actions to be authorized by holders of
securities registered under Section 12 of the Exchange Act where no
proxy authorization or consent is solicited on behalf of the issuer
for the corporate action to be taken.
    \25\ Schedule TO is required to be filed by Rules 13e-4 and 14d-
3 under the Exchange Act in connection with a tender offer for a
class of an operating company's equity securities registered under
Section 12 of the Exchange Act (if the tender offer involves a
going-private transaction, a combined Schedule TO and Schedule 13E-3
may be filed with the Commission under cover of Schedule TO).
    \26\ Schedule 14D-1F can be used to satisfy requirements
otherwise applicable under Regulations 14D and 14E of the Exchange
Act pursuant to Rule 14d-1(b) under the Exchange Act with respect to
specified Canadian operating company tender offer subjects.
    \27\ We propose to similarly amend Exchange Act Rule 13e-1. Rule
13e-1 provides that an issuer that has received a notice that it is
the subject of a tender offer is prohibited from purchasing any of
its equity securities during the tender offer unless the issuer
first files a statement with the Commission disclosing specified
information related to the planned purchases and pays a specified
fee.
    \28\ Form N-2 is used by all closed-end management investment
companies, except SBICs, for filing registration statements under
the Securities Act and under section 8(b) of the Investment Company
Act.
    \29\ Form N-5 is used by SBICs for filing registration
statements under the Securities Act and under section 8(b) of the
Investment Company Act.
    \30\ Form N-14 is used by management investment companies and
BDCs to register securities to be issued in certain types of
transactions, including certain fund mergers. See General
Instruction A to Form N-14 for a list of the transactions that are
required to be registered on Form N-14.
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2. Content and Location of Filing Fee Information
    Currently, fee-related information is presented primarily on the
cover page of fee-bearing filings but also appears in a submission
header. Regardless of where it appears, however, the information
currently required to be disclosed does not always include all
components needed to calculate the fee and, as a result, the Commission
staff may need to contact the filer for more information.\31\ We
propose to require the cover page of fee-bearing filings to include all
of the information necessary to calculate the fee,\32\ which would
expedite staff review of fee calculations, provide more certainty to
filers that the proper filing fee has been paid and reduce burdens on
filers that otherwise would need to respond to staff inquiries.
Specifically, the amendments would, as applicable,\33\ do so by:
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    \31\ As previously noted, EDGARLink requires filers to manually
enter basic fee calculation components and then performs a fee rate
calculation on that basis. The basic fee calculation components,
however, may themselves be based on calculations using information
that is not disclosed. For example, current Securities Act Rule
457(f) generally requires a business combination transaction fee to
be based on, as applicable, (1) the market value of the securities
to be received by the registrant or canceled in the transaction as
established by one of multiple specified methods; (2) cash to be
received by the registrant in connection with the transaction (the
amount to be added to the value of the securities to be received by
the registrant or cancelled); and (3) cash to be paid by the
registrant in connection with the exchange or transaction (the
amount to be deducted from the value of the securities to be
received by the registrant in connection with the transaction). Yet,
neither Rule 457 nor, e.g., Form S-4, commonly used for business
combination transaction registration, expressly requires fee
calculation-specific disclosure beyond the title of each class of
securities to be registered, the amount to be registered, the
proposed maximum offering price per unit, and the amount of the
registration fee.
    \32\ We propose, however, to amend Rule 424 to permit this fee-
related information to appear together anywhere within a filing made
pursuant to the rule.
    \33\ Some of the amendments would not affect all of the fee-
bearing filings this release addresses. For example, proposed
amendments related to Rule 457(f) would not apply to Form S-8, which
is used for employee benefit plan-related securities offerings,
because this form does not involve business combination or other
transactions, which Rule 457(f) addresses. Although fee-bearing
filings under the Securities Act and Exchange Act are used for
different types of offerings and transactions, we are proposing that
they all contain the same or highly similar fee table categories to
facilitate comparisons and structuring. Additional tailored
disclosure would still be required as applicable.
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     Adding a ``Reliance on Rule(s)'' column to the fee table
of the Affected Securities Act and Exchange Act Forms and Schedules
where the filer would indicate through checkboxes whether it is
planning to carry forward or include an equivalent amount of unsold
securities, use a combined prospectus, offset a fee paid in connection
with the same or a prior transaction or is calculating a fee based on
maximum aggregate offering price by relying on Securities Act Rule
415(a)(6), 429,\34\ or 457(b),\35\ (o),\36\ or (p) \37\ or Exchange Act
Rule 0-11(a)(2); \38\
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    \34\ Rule 429 generally provides that where a registrant has
filed two or more registration statements, it may file a single
prospectus in its latest registration statement to satisfy
applicable requirements for that offering and any other offering(s)
registered on the earlier registration statement(s). Rule 429 also
generally provides that where a registrant does so, the registration
statement containing the combined prospectus becomes, upon
effectiveness, a post-effective amendment to any earlier
registration statement whose prospectus has been combined in the
latest registration statement. Finally, Rule 429 states that the
registrant must identify any earlier registration statement to which
the combined prospectus relates by setting forth the Commission file
number at the bottom of the facing page of the latest registration
statement.
    \35\ Rule 457(b) relates to crediting fees paid under one fee
provision against those due under another fee provision for the same
transaction.
    \36\ Rule 457(o) states that a registration fee for a securities
offering may be calculated on the basis of the maximum aggregate
offering price of all the securities listed in the calculation of
registration fee table and, in that case, the number of shares or
units of securities need not be included in the table.
    \37\ Rule 457(p) provides that where all or some of the
securities offered under a registration statement remain unsold
after the offering's completion or termination, or withdrawal of the
registration statement, the aggregate total dollar amount of the
filing fee associated with those unsold securities may be offset
against the total filing fee due for a later registration statement
or registration statements subject to specified conditions.
    \38\ Rule 0-11(a)(2) also relates to crediting fees paid under
one fee provision against those due under another fee provision for
the same transaction.
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     Adding a ``fee rate'' column to the fee table of the
Affected Securities Act and Exchange Act Forms and Schedules, as well
as to the Affected Investment Company Act Forms;
     Revising fee tables in Schedules 13E-3 and TO and adding
fee tables to Schedules 13E-4F, 14A, 14C, and 14D-1F to require filers
to present basic fee calculation information in a table; \39\
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    \39\ As proposed, the fee tables for Schedules 13E-3, 13E-4F,
TO, and 14D-1F would have the column headings ``Title of each class
of securities to which transaction applies'', ``Transaction
valuation'', ``Fee rate'', ``Amount of filing fee'' and ``Reliance
on Rule(s)''. Also as proposed, the fee tables for Schedules 14A and
14C would have similar column headings and headings for the number
of securities to which the transaction applies and the per unit
price or other underlying value of the transaction computed under
Rule 0-11.
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     Adding or clarifying instructions regarding fee table
presentation, calculations and related disclosure

content and presentation \40\ in general \41\ and, in particular,
associated with the proposed fee table checkbox provisions or involving
business combination or employee benefit plan fee calculations related
to Rule 415(a)(6), Rule 429, Rule 457(a), (b), (f), (h), (o), and (p),
Rule 0-11(a)(2), and transaction valuation, as applicable, in regard to
the Affected Securities Act and Exchange Act Forms and Schedules; \42\
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    \40\ All of the Affected Securities Act and Exchange Act Forms
and Schedules would include a proposed fee table instruction that
would require all fee-related disclosure required by the fee table
instructions but not included in the fee table to immediately follow
the fee table. See, e.g., proposed Instruction 10 to Calculation of
Registration Fee table of Form S-1.
    \41\ For example, the proposed amendments would add two
instructions to the Securities Act forms, as applicable, that
address pre-effective amendments. One would provide that when a
registrant increases the amount of securities of any class to be
registered, it must disclose, for each such class, the number of
securities previously registered or, if the filing fee previously
paid with respect to that class was calculated in reliance on Rule
457(o), the maximum aggregate offering price previously registered.
As further discussed in Section II.C, infra, the other would provide
that when a registrant has filed a registration statement for two
separate securities and then decides to increase the amount of one
security and decrease the other, it may file a pre-effective
amendment to reflect the increase and decrease in the fee table and
reallocate the fees already paid under the registration statement
between the two securities.
    \42\ All of the Affected Securities Act and Exchange Act Forms
and Schedules other than Form F-10 currently are subject to Rule
457, in the case of forms under the Securities Act, or Rule 0-11, in
the case of schedules under the Exchange Act. General Instruction
II.B of Form F-10, provides, however, that the rules comprising
Regulation C under the Securities Act, including Rule 457, do not
apply to filings on the form unless expressly referenced. Form F-10
does not expressly reference Rule 457. Instead, it presents its own
fee calculation provisions in General Instructions II.G-II.I. These
instructions require payment at the same rate applicable under Rule
457 and set forth how to calculate the fee in connection with an
exchange offer or business combination. From time to time filings on
Form F-10 have raised fee issues that are not addressed by these
instructions. In those cases, the staff generally has resolved these
issues by applying principles derived from otherwise applicable
provisions of Rule 457. Consistent with that historic approach, the
proposed amendments would revise General Instruction II.G to make
all but paragraph (f) of Rule 457 expressly applicable to filings on
Form F-10. Consistent with the changes proposed to the other
Securities Act forms that require specified information underlying a
Rule 457(f) fee calculation, we propose to add Instructions 2 and 3
to the fee table to Form F-10 to require analogous information
underlying a fee calculation under General Instructions II.H and
II.I, respectively.
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     Adding fee table and calculation disclosure requirements
to Exchange Act Rule 13e-1; \43\
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    \43\ As proposed, the fee table and related instructions to be
added to Rule 13e-1 would be substantially similar to the fee table
and related instructions proposed to be present in Schedules 13E-3,
13E-4F, TO, and 14D-1F.
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     Revising Securities Act Rule 424(g) so that the form of
prospectus that reflects filing fees for pay-as-you-go fee offerings
under Rule 456(b) \44\ also includes all fee information needed for fee
calculation and not just the currently required registration fee table
and to permit all of this information to be located on the prospectus
cover page or anywhere else in the filing so long as it is kept
together; \45\
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    \44\ Rule 424 generally specifies when an issuer must file a
form of prospectus in connection with a securities offering. Rule
424(g) states that when that filing requirement applies and the form
of prospectus operates to reflect the payment of filing fees for an
offering under Rule 456(b) [17 CFR 230.456(b)] of the Securities
Act, the form of prospectus must include on its cover page the
calculation of registration fee table reflecting the payment of
those fees. Rule 456(b), in turn, generally provides that under
specified conditions a well-known seasoned issuer that registers
securities on an automatic shelf registration statement may defer a
filing fee payment until it is required to file the related
prospectus supplement under Rule 424(b).
    \45\ We also propose to revise Rule 456(b) to conform it to Rule
424(g) as proposed to be amended. Rule 456(b)(1)(ii) provides that
in connection with a deferred fee payment, a filer must place an
updated fee table in a post-effective amendment or on the cover of a
prospectus filed under Rule 424(b). As proposed, Rule 456(b)(1)(ii)
would instead require a filer placing the updated fee table in a
prospectus to do so in the manner Rule 424(g) specifies.
---------------------------------------------------------------------------

     Revising the instructions to Forms S-3 \46\ and F-3 \47\
to provide that:
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    \46\ General Instruction II.F of Form S-3.
    \47\ General Instruction II.G of Form F-3.
---------------------------------------------------------------------------

    [cir] Information specified by the proposed term ``General
Interactive Data File,'' described below, must appear in a prospectus
filed under Rule 424(b) or post-effective amendment rather than a
periodic report that is incorporated by reference into the registration
statement; and
    [cir] Each post-effective amendment or final prospectus filed
pursuant to Rule 424(b) to provide required information about a
specific transaction must include the maximum aggregate amount or
maximum aggregate offering price of the securities to which the post-
effective amendment or prospectus relates and each such prospectus must
indicate that it is a final prospectus for the related offering to
assist in calculation of the amount of securities sold; and
     Revising the instructions to Forms S-4 \48\ and F-4 \49\
to provide that each post-effective amendment or, if permitted, final
prospectus supplement filed under Rule 424(b) to provide required
information about a specific transaction and particular company being
acquired, must include the maximum aggregate amount or maximum
aggregate offering price of the securities to which the post-effective
amendment or prospectus relates and each such prospectus must indicate
that it is a final prospectus for the related offering.
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    \48\ General Instruction H of Form S-4. We also propose to
revise the first sentence of General Instruction H to conform it to
the second sentence and General Instruction F of Form F-4 by
replacing the word ``or'' with the word ``and'' where the sentence
currently refers to ``required information about the type of
contemplated transaction or the company to be acquired.''
    \49\ General Instruction F of Form F-4.
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    A proposed instruction relating to Rule 429 reliance would require
an issuer relying on that rule to check the related box in the fee
table and also require it to disclose the file number(s) of the earlier
effective registration statement(s), and the amount or maximum
aggregate offering price of unsold securities registered on the earlier
registration statement(s) that may be offered and sold using the
combined prospectus. We believe that requiring this information, which
would also be subject to structuring requirements, would enable filers
and the Commission staff to better track the amount of securities sold
for which fees have been paid.
    For the same reason, we propose to amend the Affected Securities
Act and Exchange Act Forms and Schedules for which Rule 415(a)(6) is
potentially available to require that when the filer relies on that
rule, it disclose the amount of securities being carried forward,
expressed in terms of the number of securities, or, if the related
filing fee was calculated in reliance on Rule 457(o), the maximum
aggregate offering amount; the file number of the earlier registration
statement; the initial effective date of the earlier registration
statement; and the filing fee previously paid in connection with the
unsold securities being carried forward.\50\
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    \50\ Rule 415(a)(6) currently requires that a filer using the
rule identify on the bottom of the facing page of the later
registration statement the amount of unsold securities being
included and any filing fee paid in connection with those
securities,
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    Also for the same reason, we propose to require those filing
Affected Securities Act and Exchange Act Forms and Schedules or
documents under Rule 13e-1 and relying on Rule 457(b) or Rule 0-
11(a)(2) to disclose the dollar amount of the previously paid filing
fee to be offset; the type of filing or form type, file number, and
initial filing date of the earlier registration statement or Exchange
Act filing with which the earlier fee was paid. If the filer is
claiming an offset from an earlier Securities Act registration
statement, we also propose to require the filer to provide a detailed
explanation of the basis for the claimed offset.
    Rule 457(p) generally requires that a filer claiming an offset from
a previous registration statement add a note to the

later registration statement's fee table stating the dollar amount of
the filing fee previously paid that is offset, the file number of the
earlier registration statement from which the fee is offset, and the
name of the registrant appearing on, and the initial filing date of,
the earlier registration statement. To help assure that the amount of
offset the filer seeks to apply is available from the earlier
registration statement, we propose that, in addition, the note would
have to disclose the amount of unsold securities or unsold aggregate
offering amount from the prior registration statement associated with
the claimed offset. Finally, we propose to require the note to state
that the registrant has withdrawn the prior registration statement or
terminated or completed any offering that included the unsold
securities associated with the claimed offset under the earlier
registration statement so that it is clear that these conditions have
been met.\51\ The requirement would appear in the fee instructions of
the Affected Securities Act and Exchange Act Forms and Schedules and
the resulting disclosure would have to be presented in the proposed
structured format.
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    \51\ The proposed changes to Rule 457(p) would not affect the
Commission's position that asset-backed securities issuers could
apply unused fees in connection with a preliminary prospectus filing
toward a future takedown off the same registration statement. See
Asset-Backed Securities Disclosure and Registration, Release No. 33-
9638 (Sept. 4, 2014) [79 FR 57184 (Sept. 24, 2014)] as corrected by
Release No. 33-9638A (Nov. 3, 2014) [79 FR 66607 (Nov. 10, 2014)].
---------------------------------------------------------------------------

    General Instructions II.F and II.G, of Forms S-3 and F-3,
respectively, currently require that, when information is omitted from
certain shelf registration statements at the time of initial
effectiveness, the issuer must provide information about a specific
transaction in a prospectus filed under Rule 424(b), post-effective
amendment or periodic or current report incorporated by reference into
the registration statement. The new term ``General Interactive Data
File,'' that we propose to define in Rule 11 of Regulation S-T, would
specify the information that a filer must structure.\52\ We propose to
revise Forms S-3 and F-3 to require that an issuer include any
information specified by the term ``General Interactive Data File'' in
a prospectus filed under Rule 424(b), or post-effective amendment to
avoid extending the filing fee structured information requirements to
periodic and current reports.\53\
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    \52\ As discussed in more detail in Section II.A.3, infra,
proposed Rule 11 of Regulation S-T would define the term ``General
Interactive Data File'' as the machine-readable computer code that
presents specified fee-related information in Inline XBRL format, as
applicable, in the manner provided by the EDGAR Filer Manual.
    \53\ An issuer otherwise could continue to include transaction-
specific information in a periodic or current report to the same
extent it can do so under current provisions.
---------------------------------------------------------------------------

    We propose to revise the same instructions to Forms S-3 and F-3 to
require each post-effective amendment or final prospectus filed
pursuant to Rule 424(b) to provide required information about a
specific transaction to include the maximum aggregate amount or maximum
aggregate offering price of the securities to which the post-effective
amendment or prospectus relates, and to require each such prospectus to
indicate that it is a final prospectus for the related offering. We
believe that requiring this information, which would also be subject to
the proposed structuring requirements,\54\ would help enable issuers
and the Commission to better track the amount of securities sold under
a registration statement. Such information would make it easier to
determine amounts of unsold securities available to bring forward to a
new registration statement under Rule 415(a)(6) and the amount of fees
available for offsets under Rules 457(p) and 0-11. We also believe
requiring registrants to indicate that a prospectus is final in a
manner subject to the proposed structuring requirements would help
issuers and the Commission identify the latest date by which filing
fees deferred under Rule 456(b) could be paid in compliance with the
rule.\55\
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    \54\ Paragraph (3) of the proposed new term ``General
Interactive Data File'' would expressly require this information to
be structured. Consequently, even if a filer previously filed and
structured fee-related information such as a full fee table and
explanatory material in an initial filing, pre-effective amendment,
or filing under paragraph (b) of Rule 424, as applicable, it still
would need to structure this information in such a post-effective
amendment or final prospectus.
    \55\ Rule 456(b) permits a well-known seasoned issuer that
registers securities offerings on an automatic shelf registration
statement, or registers additional securities or classes of
securities thereon, to defer payment of all or any part of the
registration fee to the Commission if the registrant satisfies the
conditions specified in Rule 456(b)(1)(i) and (ii).
---------------------------------------------------------------------------

    General Instructions H and F of Forms S-4 and F-4, respectively,
currently require that when securities are offered in connection with a
business combination under Rule 415(a)(1)(viii) \56\ and information is
omitted at the time of initial effectiveness because it is impractical
to provide, the issuer must provide information about the specific
transaction and company acquired in the prospectus through a post-
effective amendment except that, in the case of Form S-4, under
specified circumstances, the issuer could instead use a prospectus
supplement. We propose to revise these instructions to provide that
each post-effective amendment or final prospectus supplement filed to
provide required information about a specific transaction and
particular company being acquired must include the maximum aggregate
amount or maximum aggregate offering price of the securities to which
the post-effective amendment or prospectus relates, and each such
prospectus must indicate that it is a final prospectus for the related
offering. As with the analogous amendments proposed for Forms S-3 and
F-3, we believe that requiring this information, which would also be
subject to the proposed structuring requirements, would help issuers
and the Commission better track the amount of securities sold under a
registration statement.
---------------------------------------------------------------------------

    \56\ Rule 415(a)(1)(viii) permits an issuer to register a
delayed or continuous offering of securities to be issued in
connection with business combination transactions.
---------------------------------------------------------------------------

    Proposed instructions to each fee table required by Rule 424(g) may
require the filer to disclose explanatory information to accompany the
fee table, such as cash paid or received by a registrant in connection
with a business combination transaction that is relevant to fee
calculation. As a result, we propose to revise Rule 424(g) to require
the filing to include the fee table and information required by the
form instructions to the fee table, and to require all of this
information in a structured format. This proposed requirement could
cause more information to be required on the prospectus cover page and,
as a result, displace information that is more appropriate for the
cover page. For this reason, we also propose to revise Rule 424(g) to
permit the fee-related information to appear anywhere within the
prospectus as long as it appears together.
Request for Comment
    1. Would the proposed amendments centralize all information needed
to calculate fees on the cover page of a filing (other than a Rule
424(b) prospectus), as intended? If not, what other amendments would be
needed to centralize that information? Is there other information that
we should include in the proposed fee tables and accompanying
disclosure?
    2. Would centralizing all information needed to calculate fees
facilitate the fee process for filers? For example, should we add a
requirement to disclose the fee rate, as proposed? Are there additional

ways in which we could facilitate the fee process?
    3. Instead of making changes to individual forms, schedules,
statements, and rules, as proposed, should we adopt a single rule for
common fee requirements and cross-reference those provisions in the
forms, schedules, statements, and rules?
    4. Should we, as proposed, require information specified by the
proposed term ``General Interactive Data File'' to appear in a
prospectus filed under Rule 424(b) or post-effective amendment rather
than in a periodic report incorporated by reference into Forms S-3 and
F-3?
    5. Should we revise, as proposed, the instructions to Forms S-3 and
F-3 to require each post-effective amendment or final prospectus filed
pursuant to Rule 424(b) to provide required information about a
specific transaction to include the maximum aggregate amount or maximum
aggregate offering price of the securities to which the post-effective
amendment or prospectus relates and to require each such prospectus to
indicate that it is a final prospectus for the related offering? Would
requiring this information, which would also be subject to the proposed
structuring requirements regardless of whether the document contains a
fee table or other fee-related information, enable filers to better
track the amount of securities sold pursuant to a registration
statement? Would requiring registrants to indicate that a prospectus is
final in a structured format help issuers and the Commission identify
the latest date by which filing fees deferred pursuant to Rule 456(b)
could be paid in compliance with the rule?
    6. Should we similarly revise, as proposed, the instructions to
Forms S-4 and F-4? Would these revisions enable filers and Commission
staff to better track the amount of securities sold pursuant to a
registration statement and to identify the latest date by which filing
fees deferred pursuant to Rule 456(b) could be paid in compliance with
the rule?
    7. Is there additional information regarding any of the Affected
Securities Act and Exchange Act Forms and Schedules or documents filed
pursuant to Rule 13e-1 that we should require to be disclosed and
presented in a structured format to enable better tracking of the
amount of securities sold for which fees have been paid? For example,
should we require an issuer at the time it seeks to carry forward
securities or claim a fee offset to disclose the amount of sold
securities or aggregate offering amount associated with the
registration statement from which the carry forward or offset is
claimed? If so, should we also require the issuer to disclose the fee
associated with the amount sold? Do any of these forms, schedules or
documents raise tracking issues that the proposed amendments would not
address? Are there certain types of transactions such as shelf
offerings that raise tracking issues that the proposed amendments would
not already address?
    8. Is the proposed revision to Rule 424(g) to clarify that certain
information relevant to the fee calculation must accompany the fee
table appropriate? Should we permit the fee table and related
information required to be in a prospectus to appear anywhere in the
prospectus so long as it is kept together as proposed?
    9. Should we, as proposed, require the same fee table for business
combination registration Forms S-4 and F-4 as we do for more
generalized Forms S-1, S-3, F-1 and F-3? If not, what format would be
preferable and why?
    10. With respect to filings other than a Rule 424 prospectus,
should we require or permit each fee table and its related disclosure
to appear in a separate exhibit rather than on a cover page, as
proposed? If this information is included in a separate exhibit, should
we require it to be structured in traditional XBRL rather than the
proposed Inline XBRL, or in a different structuring format such as XML?
3. Structuring of Filing Fee-Related Information
    To facilitate the filing fee process, we propose to require
structuring of all the fee-related information that would be required
on the cover page of the Affected Securities Act and Exchange Act Forms
and Schedules and statements under Rule 13e-1.\57\ The structuring
would be through Inline XBRL format for all of these filings.
---------------------------------------------------------------------------

    \57\ Fee-related information in prospectuses filed under Rule
424 and related to a registration statement under the Securities Act
also would be required to be structured in Inline XBRL regardless of
where the fee-related information appears.
---------------------------------------------------------------------------

    The structured information would include each fee table in the
Affected Securities Act and Exchange Act Forms and Schedules and
statements under Rule 13e-1, together with accompanying explanatory
disclosure as well as other information specified by the proposed Rule
11 definition of ``General Interactive Data File.'' That term would be
defined as the machine-readable computer code that presents the
following information, as required by the applicable rule provision or
particular form, statement or schedule, in Inline XBRL in the manner
provided by the EDGAR Filer Manual: Disclosure on the cover page or
wherever else permitted related to the calculation of any fee required
to be paid to the Commission in connection with the filing including,
without limitation, disclosure

     Related to Securities Act Rule 415, 429, 456, 457, or 462
or Exchange Act Rule 0-11, 14a-6(i), or 14c-5(g);
     Provided pursuant to a fee table and related instructions
under a heading such as ``Calculation of Registration Fee'' or any
equivalent;
     Provided pursuant to proposed General Instruction II.F of
Form S-3 or General Instruction II.G of Form F-3 of the maximum
aggregate amount or maximum aggregate offering price of the securities
to which a post-effective amendment or final prospectus filed pursuant
to Rule 424(b) relates and, in the case of a final prospectus, the fact
that it is a final prospectus;
     Provided pursuant to proposed General Instruction H of
Form S-4 or General Instruction F of Form F-4 of the maximum aggregate
amount or maximum aggregate offering price to which a post-effective
amendment or, where permitted, a final prospectus filed pursuant to
Rule 424(b) relates and, in the case of a final prospectus, the fact
that it is a final prospectus.
    Item 601(b)(107) of Regulation S-K, as proposed,\58\ would require
Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, and F-4 to include a General
Interactive Data File in the manner provided by the EDGAR Filer Manual.
As proposed, the same requirement would apply to the following by their
terms or, in the case of prospectuses containing specified fee-related
information, by proposed Rule 424(i):
---------------------------------------------------------------------------

    \58\ As proposed a new row (107) would be added to the exhibit
table in Item 601(a) of Regulation S-K and reference the General
Interactive Data File and paragraph (b)(107) would be added to
paragraph (b) of Item 601.
---------------------------------------------------------------------------

     Form F-10; \59\
---------------------------------------------------------------------------

    \59\ See proposed paragraph (107) to Part II--Information Not
Required to be Delivered to Offerees or Purchasers of Form F-10.
---------------------------------------------------------------------------

     Prospectuses filed pursuant to paragraph (b) of Rule 424
containing fee-related information specified by the proposed definition
of General Interactive Data File such as the maximum aggregate amount
or maximum aggregate offering price and final prospectus status
information that we propose to require in connection with certain Forms
S-3, F-3, S-4 and F-4 regardless of whether a fee payment

is due or the prospectus contains a fee table; \60\
---------------------------------------------------------------------------

    \60\ Paragraphs (3) and (4) of the proposed defined term
``General Interactive Data File'' would expressly specify that such
information is subject to the structuring requirements.
---------------------------------------------------------------------------

     Statements under Rule 13e-1; \61\
---------------------------------------------------------------------------

    \61\ See proposed paragraph (c) to Rule 13e-1.
---------------------------------------------------------------------------

     Schedules 13E-3,\62\ 13E-4F,\63\ TO,\64\ and 14D-1F; \65\
and
---------------------------------------------------------------------------

    \62\ See proposed revision to paragraph B of the General
Instructions of Schedule 13E-3.
    \63\ See proposed revision to paragraph A.(1) of Part II (Filing
Instructions and Fees) of the General Instructions of Schedule 13E-
4F.
    \64\ See proposed paragraph 6 to the Instructions Regarding the
``Calculation of Registration Fee'' Table (``Fee Table'') of
Schedule TO.
    \65\ See proposed paragraph 6 to the Instructions Regarding the
``Calculation of Registration Fee'' Table (``Fee Table'') of
Schedule 14D-1F.
---------------------------------------------------------------------------

     Fee-bearing Schedules 14A \66\ and 14C.\67\
---------------------------------------------------------------------------

    \66\ See proposed paragraph 6 to the Instructions Regarding the
``Calculation of Registration Fee'' Table (``Fee Table'') of
Schedule 14A.
    \67\ See proposed paragraph 6 to the Instructions Regarding the
``Calculation of Registration Fee'' Table (``Fee Table'') of
Schedule 14C.
---------------------------------------------------------------------------

    Companies that file these documents often already will have
experience structuring Commission documents in Inline XBRL. Issuers
that file Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, and F-10
generally are or will, as a result of the phase-in of the Inline XBRL
requirements or, in some cases, the need to file Exchange Act periodic
and current reports, be required to file their financial statements in
Inline XBRL format. Annual reports on Forms 10-K, 20-F, and 40-F,
quarterly reports on Form 10-Q, current reports on Form 8-K, and
reports on Form 6-K under the Exchange Act are or will be subject to
financial statement Inline XBRL requirements.\68\ All of these Exchange
Act forms other than Form 6-K also are or will be subject to cover page
structuring requirements.\69\ In some instances, companies that file
fee-bearing documents that do not currently require Inline XBRL, but
would under the proposed amendments, already would have experience
filing their financial statements and Exchange Act cover page
information in Inline XBRL format.\70\
---------------------------------------------------------------------------

    \68\ For a general discussion of the financial statement tagging
requirements applicable to Securities Act and Exchange Act forms,
see Operating Company Financial Statement Tagging Release and the
Inline XBRL Release, supra, note 17.
    \69\ For a general discussion of the Exchange Act report cover
page tagging requirements, see FAST Act Modernization and
Simplification of Regulation S-K, Release No. 33-10618 (March 20,
2019) [84 FR 12674 (Apr. 2, 2019)] (``FAST Act Adopting Release'')
as corrected at 84 FR 13796 (Apr. 8, 2019) and FAST Act
Modernization and Simplification of Regulation S-K; Correction,
Release No. 33-10618A (Aug. 6, 2019) [84 FR 39966 (Aug. 13, 2019)]
(collectively, ``FAST Act Release'').
    \70\ For example, an issuer filing a Schedule 13E-3 with regard
to itself already would be subject to reporting obligations under
the Exchange Act and, as a result, very likely already be subject to
Inline XBRL financial statement and cover page structuring
requirements.
---------------------------------------------------------------------------

    Additionally, we propose to structure the information in each fee
table of the Affected Investment Company Act Forms. More specifically,
we are proposing to structure in Inline XBRL format all of the data in
the fee table of Forms N-2, N-5, and N-14, which is titled
``Calculation of Registration Fee Under the Securities Act of 1933'' in
each form. This requirement would be implemented through our proposed
amendments to Rule 405 of Regulation S-T,\71\ as well as our proposed
amendments to the General Instructions to Forms N-2, N-5, and N-14.
Unlike most of the companies filing the Affected Securities Act and
Exchange Act Forms and Schedules, some of the investment companies
filing the Affected Investment Company Act Forms may not have
experience structuring Commission documents in Inline XBRL.\72\ We
would therefore expect those investment companies to incur certain
transition costs associated with preparing and reviewing their initial
Inline XBRL submissions and we are requesting comment to elicit more
information in this regard.
---------------------------------------------------------------------------

    \71\ See proposed Rules 405(b)(3), (4), and (5).
    \72\ The Commission also proposed structured data requirements
for BDCs and registered closed-end investment companies, although
that proposal did not include structuring the filing fee-related
information contained in Form N-2. See Offering Reform Proposing
Release, supra, note 1. We are currently proposing amendments to
Rule 405 and General Instruction H to Form N-2 that parallel certain
amendments proposed in the Offering Reform Proposing Release. Our
current proposal includes only those parallel amendments necessary
to implement the Inline XBRL framework for filing fee-related
information.
---------------------------------------------------------------------------

Request for Comment
    11. Should filers be required to structure all filing fee-related
information, as proposed? Should we instead require structuring of only
a subset of filing fee information? If so, what subset should that be?
    12. Would structuring all filing fee-related information affect the
ease and accuracy of the filing fee process as we intend?
    13. Should a filer, as proposed, be required to structure
information in a non-fee bearing Form S-3, F-3, or S-4 final prospectus
filed pursuant to Rule 424 when it omits a fee table but contains
specified fee-related information such as maximum aggregate amount or
maximum aggregate offering price that we propose to require?
    14. Is Inline XBRL the most appropriate structuring format for all
filing fee-related information? Is there another structuring format
such as XML that would be better in general or particular
circumstances? Are there changes we should consider making to the
proposed amendments to provide additional flexibility to address future
advances in related technology? For example, should our rules specify
that information must be provided in a structured data format, but the
type of structuring format would be specified by the Commission
elsewhere, such as in a separate update to the EDGAR Filer Manual?
Would such an approach provide additional flexibility to address future
advances in technology?
    15. Would it be valuable to filers, if we require filing fee
information to appear in Inline XBRL or another format, to have a pilot
program, or test period, before compliance is required? If so, how long
should such a pilot program or test period last?
    16. Should we require natural persons and private entities filing
certain forms such as Schedule TO or Schedule 14A to structure filing
fee-related information in Inline XBRL format, as proposed?
    17. Is there any additional information in the Affected Investment
Company Act Forms that should be structured to assist registrants and
the Commission with the calculation of fees?
    18. Should we instead allow or require information in the Affected
Investment Company Act Forms to be structured in a format other than
Inline XBRL since they may not have experience with Inline XBRL? For
example, should we permit XML structuring, consistent with our separate
proposal to structure Form 24F-2?
    19. Rather than requiring funds to structure data in the Affected
Investment Company Act Forms as proposed, should we require them to
provide the structured data on another form, such as Form N-CEN?
4. Scope of Proposed Amendments
    The proposed content and structuring amendments described in
Sections II.A.2 and II.A.3 above would apply to the Affected Securities
Act and Exchange Act Forms and Schedules and documents filed under Rule
13e-1. These amendments would not apply, however, to Forms SF-1,\73\
SF-3,\74\

S-20,\75\ F-6,\76\ F-7,\77\ F-8,\78\ and F-80 \79\ under the Securities
Act or foreign government registration statements filed pursuant to
Schedule B of the Securities Act \80\ even though all of these are fee-
bearing documents. Relatively few of these documents are filed with the
Commission and the issuers that file them may not otherwise be subject
to Commission structuring requirements.
---------------------------------------------------------------------------

    \73\ 17 CFR 239.44.
    \74\ 17 CFR 239.45.
    \75\ 17 CFR 239.20.
    \76\ 17 CFR 239.36.
    \77\ 17 CFR 239.37.
    \78\ 17 CFR 239.38.
    \79\ 17 CFR 239.41.
    \80\ 15 U.S.C. 77aa.
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    Asset-backed securities (``ABS'') issuers are required to file on
Forms SF-1 and SF-3 and, as a result, may be subject to Commission
requirements to structure information in XML.\81\ We estimate that
during calendar year 2018, 21 of 51 unique filers of at least one Form
SF-1 or SF-3 were subject to the XML requirement. ABS issuers are not
subject to financial statement structuring requirements.\82\
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    \81\ Item 7(a) of Part I of each form requires the issuer to
disclose the information required by Item 1111 of Regulation AB (17
CFR 229.1111). Item 1111(h) requires the issuer to file an ``Asset
Data File'' when the offering is based on an asset pool including
residential mortgages, commercial mortgages, automobile loans or
leases, debt securities, or resecuritizations of ABS. Rule 11 of
Regulation S-T defines the term ``Asset Data File'' as the machine-
readable computer code that presents information in XML pursuant to
Item 1111(h).
    \82\ See Inline XBRL Release, supra note 17, at n. 6 (In
reference to the main discussion text statement that operating
companies are required to provide financial statements in structured
format, the release states that ``Operating companies do not include
. . . asset-backed issuers [citation omitted].'').
---------------------------------------------------------------------------

    Although some ABS issuers already are subject to XML structuring
requirements, we are not proposing to require any ABS issuers to
structure fee-related information in XML. A filer structuring fee-
related information in XML must enter it twice--once in HTML and once
in the XML document. As previously noted, the manual process of
entering the same data elements in more than one place increases the
possibility of filer errors, such as re-keying errors or errors where
information is modified in one location but not the other. As also
previously noted, the primary benefits of presenting fee-related
information in a structured format would be achieved, in part, by
eliminating both the need to enter duplicate fee information and the
possibility of inconsistent fee information between different parts of
the filing.\83\
---------------------------------------------------------------------------

    \83\ See supra Section I.
---------------------------------------------------------------------------

    Due to these factors, we believe that the potential gains from
extending the content and structuring amendments to these documents
would not warrant the burdens that would be required.
Request for Comment
    20. Should we apply the proposed filing fee content and structuring
requirements to the proposed filing types? Instead, should the proposed
content requirements, structuring requirements or both apply to more or
fewer types of filings? Which ones?
    21. Specifically, should we apply the proposed content amendments,
structuring amendments or both to any or all of Forms SF-1, SF-3, S-20,
F-6, F-7, F-8, and F-80 and registration statements filed pursuant to
Schedule B? Would the gains from extending these amendments to any of
these documents warrant the effort that would be required of their
filers?
    22. In particular, should we require ABS issuers to structure fee-
related information in Forms SF-1 and SF-3 and related prospectuses
filed pursuant to Rule 424? If so, should we require ABS issuers to use
the XML format, similar to the format of the Asset Data File some are
required to file pursuant to Item 1111(h) of Regulation AB?
Alternatively, should we require them to structure the information in
Inline XBRL format so that a consistent format is used for fee-tagging
across all fee-bearing forms? Would it be more or less burdensome on
asset-backed issuers to structure the information in Inline XBRL rather
than XML?
    23. Are there other Investment Company Act forms, in addition to
the Affected Investment Company Act Forms, that should include
structured information to assist with the calculation of fees?
    24. Should application of the proposed structuring requirements
depend upon whether the filer already is or, as a result of a filing
will be, required to comply with Inline XBRL, XML or other structuring
requirements under our rules, such as those imposed on operating
company financial statements under, for example, Item 601(b)(101) of
Regulation S-K or fund risk/return summaries under, for example, Form
N-1A and related rules under Regulation S-T? \84\
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    \84\ See General Instruction C.3.(g) to Form N-1A; Rule 405 of
Regulation S-T.
---------------------------------------------------------------------------

5. Transition Period
    The proposed structuring requirements would be phased in over time
as follows but compliance with the other proposed requirements would be
mandatory upon the requirements' effectiveness:

------------------------------------------------------------------------
                 Filer                           Compliance date
------------------------------------------------------------------------
Large accelerated filers...............  Filings submitted on or after
                                          18 months after the
                                          requirements' effectiveness.
Accelerated filers.....................  Filings submitted on or after
                                          30 months after the
                                          requirements' effectiveness.
All other filers, including all          Filings submitted on or after
 investment companies filing reports on   42 months after the
 Forms N-2, N-5, and N-14.                requirements' effectiveness.
------------------------------------------------------------------------

    We believe that this approach would facilitate the transition of
filers to the structuring requirements that would apply to filing fees
and related information. It is intended to ease the cost of transition
for smaller filers and filers that have not previously been required to
provide filings using Inline XBRL.\85\ Because any fixed cost of
initial transition would disproportionately burden smaller filers, this
approach would give these filers time to develop related expertise, as
well as the opportunity to benefit from the experience of larger filers
with the structuring requirements. The proposed phase-in might also
provide filing agents and software vendors whose main customers are
smaller filers with additional time to develop the needed technology
and related expertise. Filers would be permitted to file the structured
information prior to the compliance date for their category.
---------------------------------------------------------------------------

    \85\ All large accelerated and accelerated filers and, most
likely, all other operating company filers subject to financial
statement XBRL format requirements will be phased in to the Inline
XBRL format requirements for this information by the time they would
be required to comply with the proposed fee-related information
structuring requirements. For the related phase-in schedule, see the
Inline XBRL Release. Investment companies filing reports on Forms N-
2, N-5 and N-14, however, have not been subject to Commission-based
XBRL requirements.

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Request for Comment
    25. Should we adopt a phase-in schedule for the implementation of
the structuring requirements for filing fee-related information, as
proposed?
    26. Would the proposed phase-in schedule allow sufficient time for
vendors and filers to develop and efficiently apply the technology
needed to comply? If not, what schedule would better provide the time
needed?
    27. Are there other factors besides filer size that we should use
for purposes of a phase-in schedule? Which ones?

B. Fee Payment Process

    We propose to amend Rule 202.3a of the Commission's Informal and
other Procedures as well as Rule 111 under the Securities Act, Rule 0-9
under the Exchange Act and Rule 0-8 under the Investment Company Act to
add the option for payment of filing fees via ACH.\86\ We also propose
to eliminate the option for payment of these fees via paper checks and
money orders.
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    \86\ The proposed amendments also would revise Rule 13 under
Regulation S-T to reflect the fact that payments would be permitted
via ACH. In addition, the proposed amendments would revise Item 9 of
Form 24F-2 to replace ``Mail or other means'' with ``ACH'' as a
registration fee delivery option.
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    Currently, filing fees are paid through the U.S. Treasury
designated lockbox depository and may be paid by wire transfer, paper
check, or money order.\87\ The amendments we are proposing would add
the option for fee payment via ACH \88\ and eliminate the option for
fee payment via paper checks and money orders. Under the proposed
amendments, filers would have two payment options: Wire transfer or
ACH. Paying by ACH would not, for the most part, require a processing
fee, as wire payments do, and thus, would typically provide a lower
cost alternative to wire payment. At the same time, ACH payments would
require fields--including the Central Index Key (or ``CIK'') field used
to identify EDGAR filers--in the specified proper format and, as a
result, reduce the need for manual re-routing of fee payments.\89\
Eliminating the options for filers to pay fees by paper check or money
order would impose very little burden on filers in the aggregate
because these payment methods historically have represented less than
one percent of the number and dollar value of fee payments the
Commission receives.\90\ Filers who switch from checks to wire or ACH
payments would have faster settlement times. This switch also would
lower Commission processing costs in part by eliminating the
Commission's need to maintain a separate lockbox to process these
payments.
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    \87\ Rule 202.3a under the Commission's Informal and Other
Procedures provides instructions for the payment of filing fees
(e.g., where to direct a wire transfer). As to checks and money
orders, it provides that filers may use a certified check, bank
cashier's check, United States postal money order, or bank money
order pursuant to specified procedures.
    \88\ A fee is paid via ACH by electronically transmitting it
through the ACH Network's ``batch processing system in which
financial institutions accumulate ACH transactions throughout the
day for later batch processing.'' See What is ACH? Quick Facts About
the Automated Clearinghouse (ACH) Network at https://www.nacha.org/news/what-ach-quick-facts-about-automated-clearing-house-ach-network
(retrieved October 22, 2019). For example, a consumer initiating a
payment through a bank account to pay a debt is making a payment via
ACH.
    \89\ The Commission would neither obtain nor retain any
personally identifiable information (i.e., banking or routing
information) from filers using the ACH payment method.
    \90\ Filing fees paid by check constituted less than one percent
of the number and dollar value of filing fee payments the Commission
received during its fiscal year ended Sept. 30, 2018.
---------------------------------------------------------------------------

    We understand that foreign filers sometimes have difficulty paying
by wire transfer and would not be able to pay by ACH unless they have a
U.S. bank account. The main issues foreign filers encounter with wire
transfers are lack of knowledge of some U.S.-specific processes and
longer processing times. Foreign filers often use the ``SWIFT'' code
transfer system but our bank does not accept it.\91\ When that occurs,
our bank does not receive the payment and it ultimately returns to the
sender institution. In cases where foreign filers are unfamiliar with
the U.S. American Bankers Association (``ABA'') routing number
convention, our staff advises the filer to escalate the matter within
its bank to a person more familiar with the international wire process.
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    \91\ The Society for Worldwide Interbank Financial
Telecommunications (``SWIFT'') publishes business identifier codes
that are an international standard for identification of
institutions within the financial services industry. See BIC at
https://www2.swift.com/sitesearch/#/?q=BIC (retrieved October 22,
2019).
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    Overall, these amendments would increase efficiency and reduce
burdens in processing filing fee payments.
Request for Comment
    28. Would adding the option for payment via ACH, as proposed, make
the filing fee payment process more efficient and accurate and less
costly for filers?
    29. Are there other forms of payment we should provide as options?
If so, which one(s) and why?
    30. Would our proposal to eliminate the option to pay filing fees
by paper check or money order create difficulties for any filers,
particularly individuals and small entities? Should we instead retain
the option to pay filing fees by paper check or money order?
    31. Do foreign filers encounter filing fee payment difficulties in
addition to those we have identified? If so, what are they? Are there
changes we should consider making to the proposed amendments to better
facilitate these payments?
    32. Should we consider a transition period for these proposed
amendments?

C. Fee Offset Amendment

    The Commission proposes to permit registrants to reallocate
previously paid fees between two or more classes of securities included
on a registration statement, prior to effectiveness.\92\ Specifically,
the Commission proposes that, in cases where a registrant has not
relied on Rule 457(o) to calculate a required filing fee and wishes to
increase the amount registered of one or more classes of securities on
the registration statement and decrease the amount registered of one or
more other classes on the same registration statement, the registrant
may, on the pre-effective amendment, calculate the total filing fee due
based on the then-current expected offering amounts, offering prices,
and fee rates, and rely on Rule 457(b) to apply, as a credit against
the current total fee due, the amounts previously paid in connection
with the registration statement.
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    \92\ The proposed amendment is consistent with Securities Act
Rules Compliance and Disclosure Interpretation (CDI) 640.01. The CDI
provides that when a registrant has filed a registration statement
for two separate securities and then wishes to increase the amount
of one security and decrease the other, the registrant can file a
pre-effective amendment to reflect such increase and decrease in the
calculation of registration fee table and reallocate the fees
already paid under the registration statement between the two
securities. The CDI represents the views of the staff of the
Division of Corporation Finance. It is not a rule, regulation, or
statement of the Commission. Furthermore, the Commission has neither
approved nor disapproved its content. The CDI, like all staff
guidance, has no legal force or effect: It does not alter or amend
applicable law, and it creates no new or additional obligations for
any person.
---------------------------------------------------------------------------

    Currently, registrants that rely on Rule 457(o) to calculate
required filing fees need only pay a fee with any pre-effective
amendment if there is an increase to the maximum aggregate offering
price for all of the securities listed in the fee table combined. Rule
457(a), on the other hand, for example, requires a registrant to pay an
additional filing fee with any pre-effective amendment in which the
registrant seeks to increase the amount of any class of securities to
be offered, and prohibits refunds once a registration

statement is filed. Accordingly, Rule 457(a) would require a registrant
increasing the amount of securities registered of one class and
decreasing the amount of securities registered of another class, to pay
an additional fee based on any increased offering amount for the first
class even though it may have effectively overpaid for the decreased
offering amount of the second class. Rule 457(b), however, provides
that a ``required fee shall be reduced in an amount equal to any fee
paid with respect to such transaction pursuant to . . . any applicable
provision of this section.'' This provision allows registrants to
offset fees paid with a class of securities where the offering amount
has been reduced against additional fees due in connection with an
increase in offering amount of another registered class.
    To aid in administering the rule and to simplify the process for
registrants, we propose to adopt form instructions that would permit a
registrant claiming such an offset to recalculate the 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.\93\ As fee calculations and
tracking of available offsets can become complex depending on how many
classes of securities are involved and how frequently the registrant
changes the registered amount, we are proposing to require any
registrant not relying on Rule 457(o) that seeks to offset fees based
on concurrent increases and decreases in registered classes to
recalculate the fee for the entire registration statement, including
all registered classes, using the then-current offering amounts, price
per unit and filing fee rates.
---------------------------------------------------------------------------

    \93\ See, e.g., proposed Instruction 4 to Calculation of
Registration Fee table of Form S-1.
---------------------------------------------------------------------------

    This fee offset procedure would be limited to situations where a
registrant seeks to concurrently increase the amount of one class and
decrease another. It would not be available in situations where a
registrant seeks only to decrease or only to increase the amount of any
class of registered securities, or to add a class of securities to the
registration statement.
    We propose to limit the availability of this instruction to
registrants that have not previously calculated their required filing
fee in reliance on Rule 457(o), as Rule 457(o) already provides
registrants sufficient flexibility to pre-effectively reallocate the
offering amounts of each registered class without incurring additional
filing fees.\94\
---------------------------------------------------------------------------

    \94\ We remind registrants that if they originally pay a fee
under Rule 457(a) and file an amendment that increases the amount of
securities to be offered but not the maximum aggregate offering
price, they can recalculate the fee under Rule 457(o), but they
cannot get a refund if the amount of fees paid under Rule 457(a)
exceeds that due under Rule 457(o).
---------------------------------------------------------------------------

Request for Comment
    33. Should we add an instruction to provide that a registrant
relying on Rule 457(a) to calculate a required filing fee that
increases the amount of one or more classes of securities registered
and decreases the amount registered of one or more other classes, may,
on the pre-effective amendment, calculate the total filing fee due
based on the then-current expected offering amounts, offering prices,
and fee rates, and rely on Rule 457(b) to apply, as a credit against
the total fee due, the amounts previously paid in connection with the
registration statement?
    34. Should we revise the proposed pre-effective reallocation
instruction to also address the situation where a registrant switches
from relying on Rule 457(a), for example, to Rule 457(o) or vice versa?
    35. Should the pre-effective reallocation instruction, as proposed,
require the registrant to recalculate the required fee for the entire
registration statement at the then-current expected offering prices and
using the then-current fee rate, even if the offering amount for one or
more classes of securities included on the registration statement does
not change?
    36. Should we revise the proposed pre-effective reallocation
instruction to permit its use regardless of whether the increase to the
amount registered of one or more classes of securities on the
registration statement and the decrease to the amount registered of one
or more other classes on the same registration statement occur at the
same time?
    37. Should we revise Rule 457(b) to effectively duplicate the
proposed pre-effective reallocation instruction instead of or in
addition to that proposed instruction?

D. Technical and Other Clarifying Amendments

    Finally, we propose to make certain technical, conforming changes
and other clarifying amendments.
    First, we are proposing amendments to consolidate fee-related
instructions in the instructions to the fee tables as follows:
     Instructions 4 and 5 to the proposed fee table of Form S-3
would replace current General Instructions II.D and II.E, respectively;
     Instructions 4 and 5 to the proposed fee table of Form F-3
would replace current General Instructions II.C and II.F, respectively;
     Instruction 5 to the proposed fee table of Form S-4 would
replace current General Instruction J; and
     Instruction 5 to the proposed fee table of Form F-4 would
replace current General Instruction D.3.
    In each case, the proposed instruction to the fee table would be
substantively equivalent to the General Instruction it would replace
except as described immediately below.\95\
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    \95\ Current General Instructions II.D and II.C of Forms S-3 and
F-3, respectively, could apply to a well-known seasoned issuer
regardless of whether it is filing an automatic shelf registration
statement as long as it is not electing to defer payment of fees.
Instruction 4 of the proposed fee tables to Forms S-3 and F-3 would
so clarify.
---------------------------------------------------------------------------

    Second, we are proposing to add to instruction 4 of the proposed
fee table of Form S-3 (as the successor to General Instruction II.D) a
reference to General Instruction I.B.6 and, similarly, amend Form S-3
General Instruction II.F to add a reference to General Instruction
I.B.6. The proposed amendments would similarly add to instruction 4 of
the proposed fee table of Form F-3 (as the successor to General
Instruction II.C) a reference to General Instruction I.B.5 and revise
Form F-3 General Instruction II.G by adding a reference to General
Instruction I.B.5. The proposed amendments would clarify that offerings
made pursuant to General Instruction I.B.6 on Form S-3 and General
Instruction I.B.5 on Form F-3 are eligible for universal shelf
registration.
    Form S-3 General Instruction II.D generally addresses fee
calculation and presentation where two or more classes of securities
are registered on the form under General Instruction I.B.1 \96\ or
I.B.2 \97\ to be offered on a continuous or delayed basis pursuant to
Rule

415(a)(1)(x) \98\ under the Securities Act where the form does not go
effective automatically.\99\ The introductory text of General
Instruction I.B provides that a registrant meeting the registrant
requirements of General Instruction I.A may register on Form S-3 any of
the security offerings described in General Instructions I.B.1 through
I.B.6.\100\
---------------------------------------------------------------------------

    \96\ General Instruction I.B.1, in general, addresses offerings
by an issuer of its own securities (primary offerings) and offerings
of outstanding securities on behalf of others where the aggregate
market value of the issuer's voting and non-voting equity securities
held by non-affiliates (public float) is $75 million or more.
    \97\ General Instruction I.B.2 covers primary offerings of non-
convertible securities other than common equity by an issuer meeting
one of several specified requirements relating to its securities
issued or outstanding or its relationship to a well-known seasoned
issuer. Rule 405 under the Securities Act (17 CFR 230.405) defines a
well-known seasoned issuer as, in general, a company that meets the
requirements of General Instruction I.A of Form S-3 or its
comparable foreign issuer-related counterpart Form F-3 and either
has a public float over $700 million or has issued above a specified
amount of non-convertible non-common equity securities. The rule
also defines as a well-known seasoned issuer an issuer that has a
specified relationship to an issuer meeting these requirements.
    \98\ Offerings under Rule 415(a)(1)(x) are sometimes referred to
as ``shelf offerings'' because securities can be offered (i.e.,
taken down from the shelf) over time and from time to time. Such
offerings typically involve the initial filing of a registration
statement that goes effective with what is generally known as a base
prospectus that provides certain general information and omits
detailed information up to the extent permitted by Rules 430A and
430B under the Securities Act. 17 CFR 230.430A and 430B. Rule 430A
permits operating company registration statements to initially omit
certain information related to pricing and underwriting subject to
meeting specified conditions including providing the information
later through a form of prospectus filed under Rule 424(b) or in a
post-effective amendment. Rule 430B permits operating company
registration statements for offerings under Rule 415(a)(1)(x) that
do not go effective automatically to initially omit information that
is unknown or not reasonably available to the issuer subject to
specified conditions including providing the information later
through a prospectus filed under Rule 424(b), post-effective
amendment or, if permitted by the applicable form, a periodic or
current report that is incorporated by reference. The registrant
typically provides details of a particular offering (takedown) later
in a prospectus filed under Rule 424(b), post-effective amendment or
periodic or current report that is incorporated by reference.
    \99\ 17 CFR 230.415(a)(1)(x).
    \100\ General Instruction I.A generally requires a registrant to
have been subject to Exchange Act reporting requirements for at
least 12 months, timely filed required reports during that period,
made required dividend and material debt and lease payments over a
specified period and satisfied its electronic filing and tagging
requirements.
---------------------------------------------------------------------------

    Form S-3 General Instruction II.F basically provides that when
securities are registered under General Instructions including, among
others, I.B.1, that are eligible for offering under Rule 415(a)(1)(x),
information need only be furnished as of the date of initial
effectiveness of the registration statement to the extent required by
Rules 430A and 430B under the Securities Act and that the issuer is
permitted to provide the rest of the information later in a prospectus,
post-effective amendment, or periodic or current report incorporated by
reference into the registration statement.
    The Commission adopted Form S-3 General Instruction I.B.6 to allow
companies with less than $75 million in public float to register
primary offerings of their securities on Form S-3 provided they meet
the other registrant eligibility requirements of General Instruction
I.A, have a class of common equity securities listed and registered on
a national securities exchange, do not exceed specified securities sale
volumes, and are not shell companies \101\ nor have been shell
companies for at least 12 months.\102\ The Commission intended the
instruction not only to enable eligible issuers to engage in primary
offerings on Form S-3 but to enable them, in general, to offer
securities on a continuous or delayed basis pursuant to Rule
415(a)(1)(x) \103\ and register two or more classes of securities and
specify the classes and terms on an as-offered basis (i.e., a universal
shelf registration statement).\104\
---------------------------------------------------------------------------

    \101\ Rule 405 defines a shell company, in general, as a
registrant that has no more than nominal operations and either no
more than nominal assets; only cash and cash equivalent assets; or
only nominal assets in addition to cash and cash equivalent assets.
    \102\ See Revisions to the Eligibility Requirements for Primary
Securities Offerings on Forms S-3 and F-3, Release No. 33-8878 (Dec.
19, 2007) [72 FR 73534 (Dec. 27, 2007)] (the ``Expanded S-3/F-3
Eligibility Release'').
    \103\ Securities may be registered for an offering to be made on
a continuous or delayed basis in the future under Rule 415(a)(1)(x)
if, in general, they are registered or qualified to be registered on
Form S-3 or F-3. Note 6 to General Instruction I.B.6 states that ``A
registrant's eligibility to register a primary offering on Form S-3
pursuant to General Instruction I.B.6 does not mean that the
registrant meets the requirements of Form S-3 for purposes of any
other rule or regulation apart from Rule 415(a)(1)(x).''
    \104\ See the Expanded S-3/F-3 Eligibility Release, supra, note
102, at Section I.B.2 Example D (The example begins ``Pursuant to
new General Instruction I.B.6, a registrant with a public float of
$48 million files a Form S-3, which the registrant intends to use as
a universal shelf registration statement to sell up to $100 million
of debt or equity securities, or a combination of both at any time
or from time to time.'')
---------------------------------------------------------------------------

    Because Form S-3 General Instruction I.B.6 is intended to operate
in a manner similar to that of General Instruction I.B.1 regarding a
registrant's eligibility to offer securities on a continuous or delayed
basis pursuant to Rule 415(a)(1)(x) and to file a universal shelf
registration statement, we propose to add to instruction 4 of the
proposed fee table of Form S-3 (as the successor to General Instruction
II.D) a reference to General Instruction I.B.6 and revise Form S-3
General Instruction II.F by adding a reference to General Instruction
I.B.6. We similarly propose to add to instruction 4 of the proposed fee
table of Form F-3 (as the successor to General Instruction II.C) a
reference to General Instruction I.B.5 and revise Form F-3 General
Instruction II.G by adding a reference to General Instruction I.B.5
because these instructions are analogous to Form S-3 General
Instructions II.D, II.F and I.B.6, respectively.
    Third, the proposed amendments would revise Rule 0-11 under the
Exchange Act to clarify and update it. Questions have arisen from time
to time about the interplay between paragraph (a)(2) of Rule 0-11,
providing that ``[o]nly one fee per transaction is required to be
paid,'' and paragraph (a)(3), providing that if, after an initial fee
payment, the aggregate consideration offered is increased, an
additional fee based on the increase is due. Some have misunderstood
the ``one fee'' language to mean that no additional fee can be required
under paragraph (a)(3) once an initial fee has been paid.\105\ We
propose to clarify paragraph (a)(2) by removing the sentence containing
the ``one fee'' language. The proposed amendment would also have the
effect of making paragraph (a)(2) consistent with Rule 457(b), which
does not have the ``one fee'' language and is essentially the
Securities Act fee rule analogue to paragraph (a)(2).\106\
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    \105\ The two provisions, however, operate in harmony and one
does not nullify the other. The ``one fee'' language is followed in
paragraph (a)(2) by language to the general effect that a required
fee under Rule 0-11 is reduced by any fee paid in regard to the same
transaction under the Securities Act or Exchange Act and any fee due
under the Securities Act is reduced by any payment in regard to the
transaction under the Exchange Act. The ``one fee'' language means
that only one fee applies to a given transaction amount but portions
of the total fee due may be assessed, depending on the facts and
circumstances, on different but related flings. The language does
not prevent an additional fee from being due to the extent of an
increase in the transaction amount consistent with paragraph (a)(3).
See Filing Fees for Certain Proxy and Information Filings Tender
Offers, Mergers and Similar Transactions, Release No. 33-6617 (Jan.
9, 1986) [51 FR 2472 (Jan. 17, 1986)] (``Paragraph (a)(3) of Rule 0-
11 provides that an increase in the aggregate consideration offered
triggers an additional filing fee based upon the amount of the
increased consideration. This additional fee is applicable whether
the increased consideration is the result of an increase in the
amount of securities sought or an increase in the per share
consideration.'' (footnote omitted)).
    \106\ Similarly, we propose to amend Rule 13e-1(b) to clarify
that the filer must pay the fee required by Rule 0-11 not only when
it files the initial statement, but when it files an amendment for
which an additional fee is due. Neither of these of these proposed
amendments would affect a filer's ability to claim a fee offset
based on earlier fee payments in connection with the same
transaction.
---------------------------------------------------------------------------

    To help avoid confusion and erroneous fee calculations, the
proposed amendments also would replace the superseded fee rates listed
in Rule 0-11 with references to rates determined under Sections 13(e)
and 14(g) of the Exchange Act,\107\ which the Commission sets and
announces yearly.\108\ For the same reasons, the proposed amendments
also would add the term ``aggregate of'' to clarify where

a sum is required,\109\ replace ``or'' with ``and'' where two or more
types of consideration could be involved at the same time \110\ and add
the term ``as applicable'' where appropriate consistent with the fact
that not all types of consideration referenced may be involved.\111\
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    \107\ See proposed Rule 0-11(b), (c)(1) and (2), and (d).
    \108\ See e.g., Order Making Fiscal Year 2020 Annual Adjustments
to Registration Fee Rates, Release No. 33-10675 (Aug.23, 2019) [84
FR 45601 (Aug. 29, 2019)].
    \109\ See proposed Rule 0-11(c)(1).
    \110\ See proposed Rule 0-11(c)(1) and (d).
    \111\ See proposed Rule 0-11(c)(1), (c)(2) and (d).
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Request for Comment
    38. Should we consolidate in the instructions to the fee tables the
specified current fee-related General Instructions in Forms S-3, F-3,
S-4 and F-4 as proposed?
    39. Should we replace specified fee rates with the reference to the
fee rates the Commission sets annually and otherwise revise Rule 0-11,
as proposed?
    40. Would the proposed technical and clarifying amendments help
make compliance easier? Are there other ways we could better achieve
the same result?

E. Request for Comment

    We request and encourage any interested person to submit comments
on any aspect of the proposal, other matters that might have an impact
on the amendments and any suggestions for additional changes. Comments
are of greatest assistance to our rulemaking initiative if accompanied
by supporting data and analysis, particularly quantitative information
as to the costs and benefits, and by alternatives to the proposals
where appropriate. Where alternatives to the proposals are suggested,
please include information as to the costs and benefits of those
alternatives.

III. Economic Analysis

    This section analyzes the expected economic effects of the proposed
amendments relative to the current baseline, which consists of the
existing fee assessment and collection practices and the related
regulatory framework and disclosure requirements. As discussed above,
the current process by which issuers submit--and the Commission
reviews, verifies, and processes--filing fees is highly manual and
labor-intensive. We propose to require that all information needed for
fee calculation be disclosed in the body of the filing and that these
disclosures be structured in the Inline XBRL format. This would allow
greater automation of the fee calculation and payment process, thereby
saving filer resources and facilitating the Commission's assessing and
collecting fees.
    In addition, we propose to update filer payment options by adding
ACH as a new payment option and eliminating the paper check and money
order options. The introduction of ACH might be beneficial for filers
since this electronic payment option does not require filers to pay a
processing fee, decreases the possibility of a payment error, and has a
faster settlement time than paper checks.
    Finally, we propose to permit filers to reallocate previously paid
fees across security classes in case they seek to increase the amount
of one class and decrease another in the same registration statement.
Specifically, the filers may calculate the total fee due based on the
then-current expected offering amounts, offering prices, and fee rates
and rely on Rule 457(b) to apply the previously paid fees against the
total fee due. Filers should benefit from the additional flexibility.
    Upon effectiveness, the efficacy of the proposed amendments may be
discernable by considering the number of fee-bearing filings that are
received with errors, the number of fee-bearing filings that are paid
with the new ACH option, and the number of fee-bearing filings in which
filers pre-effectively reallocate previously paid fees across security
classes.
    We are sensitive to the costs and benefits of these amendments. The
discussion below addresses the potential economic effects of the
proposal, including the likely benefits and costs, as well as the
likely effects of the proposal on efficiency, competition, and capital
formation. At the outset, we note that, where possible, we have
attempted to quantify the benefits, costs, and effects on efficiency,
competition, and capital formation expected to result from the proposed
amendments. In many cases, however, we are unable to quantify the
economic effects because we lack the information necessary to provide a
reasonable estimate.

A. Economic Baseline

    Our baseline includes the Commission's current filing fee
assessment and collection practices and the regulatory framework and
disclosure requirements pertaining to the fee-bearing filings. Our
baseline also includes existing requirements for those filers subject
to the proposed amendments to structure other disclosures, as well as
related industry practices involving structured disclosure. The main
parties that are likely to be affected by the proposal include the
filers of fee-bearing forms and their investors.
    The Commission assesses and collects fees for certain corporate
filings, including those related to registered securities offerings,
tender offers, and merger or acquisition transactions. The Commission
also assesses and collects fees for registered offerings by investment
companies. The Commission staff conducts a manual review of the fee
information for every fee-bearing filing that is submitted to the
Commission. Where there are discrepancies, the staff has to resolve the
discrepancy and often has to contact the filer to do so. During the
2018 fiscal year, we estimate that approximately 700 fee-bearing
filings (representing approximately 1.4 percent of all fee-bearing
filings) contained filer errors requiring manual correction by
Commission staff.\112\ Common types of fee calculation errors involve
improper use of offsets, improper use of carryforwards, improper
reference to previously paid amounts, and incorrect rule references.
When an error occurs, filers must expend additional effort to work with
the staff to correct the errors.
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    \112\ Semiannually, the Commission also performs an independent
review of a sampling of filings (approximately 5 percent of the
filings received) to ensure the process is accurate and thorough. A
small number of additional filing fee adjustments are identified in
this process.
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    Currently, a filer must deposit into its EDGAR account funds
sufficient to cover the fee via wire transfer, checks, or money orders.
Over 99 percent of the payments for filing fees are via wire transfer.
For wire transfer, check, and money order processing, Commission staff
is unable to verify whether appropriate routing information is included
to allow for posting payment to the correct filer account. We estimate
that approximately 10 percent of payments received are initially
suspended due to incomplete or inaccurate payment reference
information.
    The proposed amendments would affect filers of fee-bearing filings.
Based on the analysis of EDGAR filings during calendar year 2018,\113\
we estimate that there were 7,785 unique filers of fee-bearing filings
subject to the proposed amendments, including:
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    \113\ Unless otherwise specified, all references to 2018 refer
to calendar year 2018 (i.e., January 1, 2018 through December 31,
2018). This estimate considers unique filers of forms or amendments
to them based on CIK and does not exclude co-registrants. Each filer
may make multiple fee-bearing filings.
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     149 unique filers of at least one Form N-2 or Form N-14,
which are not otherwise subject to Inline XBRL requirements; \114\
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    \114\ In 2018 there were no filers of Form N-5, which is filed
exclusively by small business investment companies. As previously
noted, the Commission has recently proposed Inline XBRL requirements
for Form N-2.

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     7,249 unique filers of at least one registration statement
on Form S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, or F-10, prospectus
filed under Rule 424(b), or statement filed under Rule 13e-1,\115\ all
of which are filed exclusively by filers that are either already
required to file other disclosures in Inline XBRL or would be required
to file other disclosures in Inline XBRL upon the effectiveness of the
registration statement; \116\
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    \115\ This count does not include filers who filed only an
amendment to one of these forms or statements in 2018.
    \116\ Filers which have yet to incur a periodic reporting
obligation under Section 13(a) of the Securities Exchange Act when
initially filing these forms will necessarily incur a periodic
reporting obligation after the filing's effectiveness pursuant to
Section 15(d) of the Exchange Act, and would subsequently be
required to comply with the Inline XBRL structuring requirements set
forth in Rules 405 and 406 of Regulation S-T. We recognize that, in
some instances, a non-reporting filer will initially file one of
these forms (and thus be required to structure fee-related
information under the proposed amendments), but the form may not
always be declared effective (thus the filer might not incur any
other Inline XBRL structuring obligations). In addition, a small
number--fewer than 10--foreign issuers that prepare their financial
statements in accordance with an accounting standard other than U.S.
GAAP or IFRS as issued by the IASB would not otherwise be subject to
any XBRL requirements.
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     387 unique filers that did not file forms listed above but
that filed at least one fee-bearing \117\ Schedule 14A, 14C, TO, 13E-3,
13E-4F, or 14D-1F, of which an estimated 280 unique filers were subject
to Inline XBRL requirements in periodic reports.\118\
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    \117\ Of the multiple submission type variants of these
schedules, only submission types PREM14A/PRER14A and PREM14C/PRER14C
are fee-bearing and thus subject to the proposed amendments.
    \118\ Reporting companies were identified based on the analysis
of filings on Form 10-K, 10-Q, 20-F, or 40-F or amendments to them
during calendar year 2018. In addition, filers of Schedules 13E-3
and 13E-4F that are not themselves reporting companies must be
affiliates of reporting companies (and would thus presumably benefit
from their affiliates' experiences with Inline XBRL structuring).
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B. Economic Impacts, Including Effects on Efficiency, Competition, and
Capital Formation

    The section discusses the anticipated economic benefits and costs,
as well as the likely effects of the proposal on efficiency,
competition, and capital formation.
1. Structuring Fee-Related Information
    The proposed amendments would require fee-related disclosures to be
structured in the Inline XBRL format for the affected forms listed
above. This would include information that today is included in the
body of the filing and some information prepared by filers but the
disclosure of which is currently optional.\119\ As this information is
already either required to be disclosed elsewhere in the filing, or
must already be gathered to complete the fee calculation, we believe
that any new cost for filers from this disclosure requirement would be
minimal.
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    \119\ See infra note 31 regarding 457(f) information required
for calculation of fee but not expressly required to be disclosed.
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    Structuring fee-related data under the proposed amendments would
enable significantly greater automation and more accurate and
comprehensive validation of fee calculations that appear in the body of
a filing document, which currently is manually performed. When
structured fee-related information is received by EDGAR, the EDGAR
system would be able, as part of its validation process, to determine
automatically in many cases whether the fee calculations have been
performed correctly. Filings that do not pass specific validation tests
would be flagged before they are filed, allowing filers to correct any
fee calculation errors without needing to wait for Commission staff to
verify the calculations manually, and subsequently revise an already-
filed document and pay any additional fees owed due to an erroneous
calculation.
    Greater automation of filing fee calculation and elimination of
duplicate entry is expected to benefit filers and the Commission by
making the filing process more efficient. Structuring fee-related
information under the proposal also would enable such information to be
integrated into filing preparation software, thus yielding savings of
time required to calculate fees.
    In addition, filers are expected to benefit from the reduced
likelihood of filing fee errors and the savings of time required to
correct such errors. While in some situations, the effort required to
address a fee adjustment is minor (e.g., if additional funds need to be
wired to the Commission), other situations might require a filer to
submit a new or amended filing (e.g., if the filer attempts to use a
non-fee bearing filing to register the offer and sale of securities).
Filers may need to update their records regarding total offsets used,
total carryforwards registered, and other changes to their securities
registrations. While the Commission does not impose any fines or other
penalties for unintended fee calculation adjustments, a filer might
incur additional costs to coordinate with internal or external filer
preparation support. For example, under the proposed amendments,
potential errors (such as calculation or tagging errors) would likely
be identified through the prior submission of a test filing to EDGAR.
Refiling a corrected version of a filing that has been filed with
errors might require additional work by in-house counsel or filing
agents. While we expect these benefits would be realized by most
filers, we recognize that the magnitude of these benefits might depend
on the particular filer's current filing practices and error rates.
    Filers may incur costs to structure fee-related disclosures under
the proposed amendments.\120\ The cost for filers to implement this
change will vary as a function of their current processes related to
the preparation of fee-bearing filings, as well as the internal
processes and software that filers employ to prepare other filings
required to be in the Inline XBRL format.
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    \120\ Software vendors and filing agents may pass through the
costs of implementing technology changes to structure fee-related
disclosures to filers.
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    We recognize that the costs incurred to structure fee-related
disclosures in the Inline XBRL format will vary across filers. For
filings that already require some information to be structured in
Inline XBRL format,\121\ requiring additional Inline XBRL data elements
(some that would no longer be required to be entered into the
submission header as they are today) is straightforward and is not
expected to result in a significant incremental cost for filers.\122\
In other cases, while the affected filings themselves may not presently
require Inline XBRL structuring, most or all filers of those affected
filings already are or would otherwise become subject to Inline XBRL
requirements, as applicable, with respect to other filings, and can
therefore leverage existing structuring processes and software used for
other filings to structure fee-related information with minimal
incremental costs.\123\ Based on the analysis of

EDGAR filings during calendar year 2018, we estimate that 266 filers
would be subject to Inline XBRL requirements solely as a result of the
proposed amendments and would therefore incur costs to develop
processes and potentially license software or engage a third party to
comply with the proposed requirements.\124\
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    \121\ For example, operating company filers generally are
required to provide interactive data for financial statements and
periodic and current report cover pages under Rules 405 and 406 of
Regulation S-T, respectively.
    \122\ See infra Section IV for a discussion of the estimated
increase in paperwork burden as a result of the requirement to tag
fee-related information. See also FAST Act Adopting Release, supra
note 69, at 12711 (stating that the cover page tagging requirement
would not result in significant additional burdens for registrants
and estimating that the requirement to tag additional cover page
items will impose an increased paperwork burden of one hour for each
affected form).
    \123\ For example, issuers that file Forms S-1, S-3, S-4, S-8,
S-11, F-1, F-3, F-4, and F-10 generally are or will, upon the
effectiveness of the registration statement, become subject to
Exchange Act reporting requirements and associated Inline XBRL
requirements for financial statement and cover page information,
which would generally be phased in prior to the compliance dates of
the proposed requirements for tagging fee-related information. See
supra Section II.A.3 for a detailed discussion.
    \124\ These 266 filers are estimated to consist of (i) 149
unique filers of at least one Form N-2 or N-14, which are not
otherwise subject to Inline XBRL requirements; (ii) 107 unique
filers that did not file a Form N-2, N-14 or form only filed by a
filer that is either already required to file other disclosures in
Inline XBRL or would be required to file other disclosures in Inline
XBRL upon the effectiveness of a Securities Act registration
statement; and (iii) up to 10 unique filers that would not otherwise
become subject to the Inline XBRL financial statement requirements
because they prepare their financial statement in accordance with
generally accepted accounting principles other than United States
generally accepted accounting principles or International Financial
Reporting Standards as issued by the International Accounting
Standards Board. See, supra, Section III.A for a more detailed
discussion of these estimates and infra Section IV for a discussion
of the estimated increase in paperwork burden as a result of the
requirement to tag fee-related information.
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    The proposed rule includes a phased compliance date schedule for
the requirements to tag fee-related information.\125\ The proposed
compliance date schedule is expected to mitigate the potential impact
of transition for smaller filers and those filers that will be newly
subject to Inline XBRL requirements and would not otherwise be required
to use Inline XBRL, giving those filers additional time to develop
related expertise, as well as the opportunity to benefit from the
experience of larger filers with the structuring requirements. Further,
almost all operating companies that will be subject to Inline XBRL
requirements pursuant to the proposed amendments would be required to
file financial statement and cover page information in Inline XBRL
prior to the compliance date of the proposed fee tagging requirements
and thus would incur minimal incremental costs to comply with the fee
tagging requirements under the proposed compliance date schedule.
Overall, the proposed compliance schedule is expected to give a