Filing Fee Disclosure and Payment Methods Modernization

1 Conformed to Federal Register Version SECURITIES AND EXCHANGE COMMISSION. 17 CFR Parts 202, 229, 230, 232, 239, 240, 270, and 274. [Release Nos. 33-10997; 34-93285; IC-34396; File No. S7-20-19]. RIN 3235-AL96. Filing Fee Disclosure and Payment Methods Modernization AGENCY: Securities and Exchange Commission. ACTION: Final rule. SUMMARY: We are adopting amendments that will modernize Filing fee Disclosure and Payment Methods . We are amending most fee-bearing forms, schedules, statements, and related rules to require each Filing fee table and accompanying Disclosure to include all required information for fee calculation in a structured format.

2 The amendments will add options for fee Payment via Automated Clearing House ( ACH ) and debit and credit cards, and eliminate options for fee Payment via paper checks and money orders. The amendments are intended to improve Filing fee preparation and Payment processing by facilitating both enhanced validation through Filing fee structuring and lower-cost, easily routable payments through the ACH and debit and credit card Payment options. Finally, the Commission is adopting other amendments to enhance the efficiency of the fee process. DATES: Effective dates: The final rules are effective on January 31, 2022, except for amendments to 17 CFR , 17 CFR , 17 CFR , and 17 CFR , which are effective on May 31, 2022.

3 Compliance dates: See Section for further information on transitioning to the final rules. FOR FURTHER INFORMATION CONTACT: Luba Dinits, Senior Accountant, Office of Financial Management, at (202) 551-3839, Mark W. Green, Senior Special Counsel, Division of Corporation Finance, at (202) 551-3430; Amanda Hollander Wagner, Branch Chief, or Amy Miller, Senior Counsel, Division of Investment Management, at (202) 551-6792; or R. Michael Willis, Associate Director, Office of Data Science and Innovation, Division of Economic and Risk Analysis, at (202) 551-6600.

4 SUPPLEMENTARY INFORMATION: We are adopting amendments to: CFR Citation Commission Reference (17 CFR). Informal and other Procedures Rule 3a Regulation S-K Item 601 Regulation S-T Rule 13 Rule 405 Rule 408 Securities Act of 19331. ( Securities Act ) Rule 111 Rule 415 Rule 424 Rule 456 Rule 457 Rule 473 Form S-1 Form S-3 Form S-8 Form S-11 Form N-14 Form S-4 Form F-1 Form F-3 Form F-4 Form F-10 Form SF-1 Form SF-3 Securities Exchange Act of 19342. ( Exchange Act ) Rule 0-9 Rule 0-11 Rule 13e-1 Schedule 13E-3 Schedule 13E-4F Schedule 14A Schedule 14C Schedule TO Schedule 14D-1F Investment Company Act of 19403.

5 ( Investment Company Act ) Rule 0-8 Form 24F-2 Securities Act and and Investment Company Act Form N-2 2. 1. 15 77a et seq. 2. 15 78a et seq. 3. 15 80a-1 et seq. 3. TABLE OF CONTENTS. I. INTRODUCTION AND BACKGROUND. II. FINAL AMENDMENTS. A. Fee-Bearing Form Content and Structuring 1. Overview of the Amendments 2. Affected Forms 3. Content and Location of Filing Fee Information 4. Structuring of Filing Fee-Related Information 5. Scope of Proposed Amendments 6. Transition Period B. Fee Payment Process 1. Proposed Amendments 2. Comments on the Proposed Amendments 3.

6 Final Amendments C. Fee Offset Amendment 1. Proposed Amendment 2. Comments on the Proposed Amendment 3. Final Amendment D. Technical and Other Clarifying Amendments 1. Proposed Amendments 2. Comments on the Proposed Amendments 3. Final Amendments III. OTHER MATTERS. IV. ECONOMIC ANALYSIS. A. Economic Baseline B. Economic Impacts, Including Effects on Efficiency, Competition, and Capital Formation 1. Structuring Filing Fee-Related Information 2. Updating Payment Options 3. Fee Offset Amendments 4. Anticipated Effects on Efficiency, Competition, and Capital Formation C.

7 Reasonable Alternatives V. PAPERWORK REDUCTION ACT. A. Background B. Summary of Comment Letters and the Amendments' Effects on the Collections of Information C. Incremental and Aggregate Burden and Cost Estimates for the Amendments VI. FINAL REGULATORY FLEXIBILITY ACT ANALYSIS. A. Need for, and Objectives of, the Final Amendments B. Significant Issues Raised by Public Comment C. Small Entities Subject to the Final Amendments D. Projected Reporting, Recordkeeping, and Other Compliance Requirements E. Agency Action to Minimize Effect on Small Entities VII.

8 STATUTORY AUTHORITY. Text of Final Rule and Form Amendments 4. I. INTRODUCTION AND BACKGROUND. On October 24, 2019, the Commission proposed amendments to modernize Filing fee Disclosure and Payment Methods . 1 Specifically, the Commission proposed to amend most fee- bearing forms, schedules, statements, and related rules to require each Filing fee table and accompanying Disclosure to include all required information for Filing fee calculation in a structured format. The Commission also proposed to add an option for Filing fee Payment via ACH and eliminate the options for Filing fee Payment via paper checks and money orders.

9 The proposed amendments were intended to improve Filing fee preparation and Payment processing by facilitating both enhanced validation through Filing fee structuring and lower-cost, easily routable payments through the ACH Payment option. Finally, the Commission proposed other amendments to enhance the efficiency of the Filing fee process. 2. Commenters generally supported the proposed structuring and Payment option amendments but some had related observations and suggestions. 3 After reviewing and 1. See Filing Fee Disclosure and Payment Methods Modernization , Release No.

10 33-10720 (Oct. 24, 2019) [84 FR. 71580 (Dec. 27, 2019)] ( Proposing Release ). 2. The Commission assesses Filing fees pursuant to Section 6(b) of the Securities Act [15 77f(a)(b)] and Sections 13(e) and 14(g) of the Exchange Act [15 78m(e) and 78n(g)]. The Filing 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 ( funds ), with fees assessed on an annual basis for open-end funds and unit investment trusts ( UITs ).