Rule 457(a): For an offering line referencing 457(a), an issuer will register (and pay the fee for) a specific number of shares and not a specific dollar amount. For offering lines referencing this rule, Amount Registered and Proposed Maximum Offering Price Per Unit are multiplied together for calculating the Maximum Aggregate Offering Price. If the number of shares or other units of securities to be offered is increased by an amendment filed prior to the effective date of the registration statement, an additional filing fee, computed based on the offering price of the additional securities, shall be paid.
 

Below are steps to submit an initial registration statement in EDGAR with offerings in reliance of Rule 457(a):

1. Select a fee bearing submission, for example S-3, from the “EDGARLink Online Submission Type Selection” page. The EDGARLink Online Main page for
   S-3 displays.
2. Enter the CIK and CCC on the EDGARLink Online Main page. Complete all the required fields for the S-3 submission on the Main page.
3. Navigate to the “Documents” tab and select the “Attach Inline XBRL Fee Tagging exhibit?” check box. A Warning dialog box opens and displays the following message.

   “Please choose YES only if... ... you would like to attach the fee exhibit in a structured format (Inline XBRL) to the submission or access the Fee Exhibit Preparation Tool to generate and attach the filing fees exhibit. The Fee Exhibit Preparation Tool includes information for fee calculation in a structured format. The Inline XBRL exhibit attachment will be automatically attached to your EDGARLink Online submission. If this is not intended, please choose NO.”

4. Select “Yes” as a response to the warning message that displays in the dialog box.

   The “Fee Exhibit Preparation Tool” hyperlink and the “Payor Info” tab is displayed on the EDGARLink Online interface, in place of the fee header tabs: “Fee Offsets” and “Offerings & Fees.”

5. Enter the Payor CIK and Payor CCC, if applicable.
6. Select the “Fee Exhibit Preparation Tool” hyperlink to access the tool. FEPT opens and displays the Terms of Use.
7. To accept the Terms of Use, select the checkbox that displays at the bottom of the “Fee Exhibit Preparation Tool Terms of Use” dialog box. On selecting the checkbox, the [Close] button is enabled.
8. Select the [Close] button to close the dialog box and view FEPT. The tool pre-populates values for Filer CIK, Submission Type, Form Type, and Name of Filer.
9. Select the + icon to add an offering line under “Table 1: Newly Registered and Carry Forward Securities”.
10.  Select “Rule 457(a)” from the “Fee Calculation or Carry Forward Rule” drop down list.
11.  Ensure that the “Fees To Be Paid” option is selected when adding a new offering line.
    Note: On initial registration statements, the “Fees To Be Paid” option is selected by default.
12. Select the type of securities to be offered using this registration statement from the “Security Type” drop down list. The options displayed are based on the Fee Calculation Rule selected.
13.  Enter a title of the class of securities to be offered using this registration statement in the “Security Class Title” field.
14.  Enter the number of shares initially being registered in the “Amount Registered” field.
15. Enter the price per share in the “Proposed Maximum Offering Price per Unit” field.
16. FEPT automatically calculates the “Maximum Aggregate Offering Price” for each class of securities as the product of the “Amount Registered” and the “Proposed Maximum Offering Price Per Unit.”
17.  FEPT automatically calculates the “Amount of Registration Fee” by multiplying the “Maximum Aggregate Offering Price” by the current “Fee Rate.”
18. Enter a fee note (optional) to disclose specific details relating to the fee calculation as necessary to clarify the information presented for a particular offering line in Table 1.
19. Select the [Save] button. “Table 1: Newly Registered and Carry Forward Securities” displays the newly added offering line in reliance of Rule 457(a). Repeat steps 9 to 19 to add additional offering lines in Table 1.
20. The “Fee Totals” summary values are displayed on the left navigation pane of the FEPT interface as follows:
    • Total Registration Fees
    • Total Fees Previously Paid
    • Total Fee Offsets (will be zero since no offsets are being claimed)
    • Net Fee Due
21. Select the [Generate Exhibit] button located at the bottom of the screen. Note that this button is enabled only when a line of data is saved.
22. FEPT displays the following message: “Success! Your files have been created.”
23. Select the [Attach fee exhibit to your submission] button to attach the fee exhibit to the EDGARLink Online submission. 
24. The “Attach file to ELO submission?” dialog box is displayed.
25. Select the [Continue] button to attach the exhibit to the submission. Alternatively, select the [Close] button to close the dialog box.
26. A message displays confirming that the EX-FILING FEES has been successfully attached to the submission.
    
27. The EX-FILING FEES exhibit is displayed on the “Documents” tab of the EDGARLink Online submission.
28.  Attach the S-3 primary document.

    

29.  Enter data into the Notifications, Module/Segment, and Payor Info as applicable.
30. When your submission has been compiled, you can transmit your LIVE filing:
    1. Click the [SUBMIT] button on the open submission. The Confirmation page appears.
    2. Click the [Transmit LIVE Submission] button.

    Once you click this button, EDGAR will transmit your submission.

Rule 457(a) requires a registrant to pay an additional filing fee with any pre-effective amendment in which the registrant seeks to increase the number of shares or other units of securities to be offered and prohibits refunds once a registration statement is filed.
Below are steps to submit a pre-effective amendment in EDGAR to register additional securities in reliance of Rule 457(a), and reference previously paid offerings:

1. Select S-3/A from the “EDGARLink Online Submission Type Selection” page. The EDGARLink Online Main page for S-3/A displays.
2. Enter the CIK, CCC, and File Number on the EDGARLink Online Main page. Complete all the required fields for the S-3/A submission on the Main page.
3. Access FEPT by following steps 3 to 8 documented in Submit an initial registration statement with offerings in reliance on Rule 457 (a).
4. Select the + icon to add an offering line under “Table 1: Newly Registered and Carry Forward Securities” on FEPT.
5.  Select “Rule 457(a)” from the “Fee Calculation or Carry Forward Rule” drop down list.
6. To register additional securities to that previously paid under Rule 457(a) for the same class of securities previously registered, select the “Fees To Be Paid” option under “Specify the Fee Transaction.”
7. Enter the additional shares in the “Amount Registered”. Since the price per share is the same as the initial S-3 registration, enter the amount in the “Proposed Maximum Offering Price Per Unit.” FEPT automatically calculates the “Maximum Aggregate Offering Price” for each class of securities as the product of the “Amount Registered” and the “Proposed Maximum Offering Price Per Unit”.
8. FEPT automatically calculates the “Amount of Registration Fee” by multiplying the “Maximum Aggregate Offering Price” by the current “Fee Rate.”
9. Enter a fee note (optional) to disclose specific details relating to the fee calculation as necessary to clarify the information presented for a particular offering line in Table 1.
10. To register all fees previously paid for securities from the original registration, follow the steps below.
    1. Select the + icon to add an offering line under “Table 1: Newly Registered and Carry Forward Securities”.
    2. Select “Rule 457(a)” from the “Fee Calculation or Carry Forward Rule” drop down list.
    3. Select the “Fees Previously Paid” option under “Specify the Fee Transaction” to enter securities already included on the prior S-3 filing for the registration.
    4. Select the type of securities that were registered using the S-3 registration statement from the “Security Type” drop down list. The options displayed are based on the Fee Calculation Rule selected, as applicable.
    5. Enter the title of the class of securities that were registered using this registration statement in the “Security Class Title” field.
       IMPORTANT: Enter the same title as entered on the initial registration; EDGAR performs a character-by-character match on the security title, and uses this input along with the security type and file number to validate the amounts entered for “Maximum Aggregate Offering Price” and “Amount of Registration Fees” for each Fees Previously Paid offering line.
    6. Enter the number of shares that were registered in the “Amount Registered” field.
       
    7. Enter the same price per share as on the initial registration in the “Proposed Maximum Offering Price per Unit” field.
    8. FEPT automatically calculates the Maximum Aggregate Offering Price for each class of securities as the product of the “Amount Registered” and the “Proposed Maximum Offering Price Per Unit”.
    9. FEPT automatically calculates the “Amount of Registration Fee” by multiplying the “Maximum Aggregate Offering Price” by the current “Fee Rate.”
       
       Note: For previously paid line(s), this field might not equal Aggregate * Fee Rate if the previously paid shares were registered across multiple fiscal years or if other fee variables in the “Previously Paid” lines have been updated subsequent to the initial fee payment. As a result, you can override the automatically calculated “Amount of Registration Fee” for the previously paid line.
    10. Enter a fee note (optional) to disclose specific details relating to the fee calculation as necessary to clarify the information presented for a particular offering line in Table 1.
    11. Select the [Save] button. The Fees Previously Paid offering line is displayed in “Table 1: Newly Registered and Carry Forward Securities.” Beneath the Table, the “Total Fees Previously Paid” amount is pre-populated.
        
        IMPORTANT: The amount displayed is the sum of the prior actual payments (not the sum of the registration fees due for securities previously registered) made to the Commission for the registration. Transactions such as offsets, which do not require the payment of new funds to the Commission, are excluded from this amount.
        
        Follow the steps below if you want to edit this amount:
        1. Select the pen icon adjacent to the amount.
        2. In the “Total Fees Previously Paid” dialog box, edit the amount displayed.
        3. Click the [Submit] button. FEPT displays the following warning if the entered amount does not match the amount in the EDGAR database for the registration (file number).
           Warning: The Total Fees Previously Paid amount $33.00 is not the aggregate of the prior payments made to the Commission.
           
           The “Total Fees Previously Paid” amount appears under “Table 1: Newly Registered and Carry Forward Securities” and on the “Fee Totals” menu located on the left of the FEPT interface.
            
        4. The “Fee Totals” summary values are displayed on the left navigation pane of the FEPT interface as follows:
           • Total Registration Fees
           • Total Fees Previously Paid
           • Total Fee Offsets (will be zero since no offsets are being claimed)
           • Net Fee Due
11. Follow steps # 19 to 28 documented in Submit an initial registration statement with offerings in reliance on Rule 457(a) to generate the EX-FILING FEES exhibit, attach the EX-FILING FEES to the EDGARLink Online S-3/A submission, and submit the S-3/A filing to EDGAR.

Rule 457(o): “Where an issuer registers an offering of securities, the registration fee may be calculated on the basis of the maximum aggregate offering price of all the securities listed in the “Calculation of Registration Fee” table. The number of shares or units of securities need not be included in the “Calculation of Registration Fee” Table. If the maximum aggregate offering price increases prior to the effective date of the registration statement, a pre-effective amendment must be filed to increase the maximum dollar value being registered and the additional filing fee shall be paid.”

See e.g., Form N-2 Calculation of Filing Fees Tables instruction 2.A.iii.b. (“When registering two or more classes of securities pursuant to General Instruction A.2 of this Form for an offering pursuant to Rule 415(a)(1)(x) under the Securities Act [17 CFR 230.415(a)(1)(x)] and where this Form is not filed by a Well-Known Seasoned Issuer that elects to defer payment of fees as permitted by Rule 456(b), Rule 457(o) permits the calculation of the registration fee to be based on the maximum aggregate offering price of all the newly registered securities listed in Table 1.  In this event, Table 1 must list each of the classes of securities being registered, in tandem with its security type, but may omit the proposed maximum aggregate offering price for each class. Following that list, Table 1 must list the security type ‘Unallocated (Universal) Shelf’ and state the maximum aggregate offering price for all of the classes of securities on a combined basis.”)

Below are steps to register new securities on an “unallocated basis” in reliance on Rule 457(o), and submit the filing in EDGAR:

1. Select N-2 from the “EDGARLink Online Submission Type Selection” page. The EDGARLink Online Main page for N-2 displays.
2. Enter the CIK and CCC on the EDGARLink Online Main Page. Complete all the required fields for the N-2 submission on the Main page.
3. Access FEPT by following steps 3 to 8 documented in Submit an initial registration statement with offerings in reliance on Rule 457 (a)
4. Select the + icon to add an offering line under “Table 1: Newly Registered and Carry Forward Securities”.
5. Select “Rule 457(o)” from the “Fee Calculation or Carry Forward Rule” drop down list.
6.  Move the slider to the “Yes” position as a response to the “Unallocated (Universal) Shelf” field. FEPT automatically selects “Unallocated (Universal) Shelf” as the Security Type.
7. To include the three classes of securities (sub-items) for “Unallocated (Universal) Shelf”:
   1. Select an option from the “Security Type” drop down list. Enter the “Security Class Title.”  
      Note: Because the Maximum Aggregate Offering Price field is optional for the sub-items, this field can be left blank for the three classes of securities.
   2. Select the + icon to add another security. Select an option from the “Security Type” drop down list. Enter the Security Class Title.
   3. Select the + icon to add another security. Select an option from the “Security Type” drop down list. Enter the “Security Class Title.”
8. Enter the Maximum Aggregate Offering Price for all three classes of securities on a combined basis on the “Unallocated (Universal) Shelf” line. FEPT automatically calculates the Amount of Registration Fees by multiplying the “Maximum Aggregate Offering Price” by the current “Fee Rate.”
   
   
9. Enter a fee note (optional) to disclose specific details relating to the fee calculation as necessary to clarify the information presented for a particular offering line in Table 1.
10. Click the [Save] button. The Fees To Be Paid “Unallocated (Universal) Shelf” offering line, with the three classes of securities is displayed in “Table 1: Newly Registered and Carry Forward Securities.”
    The “Total Offering Amount” (sum of the maximum aggregate offering price for both the newly registered and carry forward securities) and the “Total Registration Fees” (the aggregate registration fee for the newly registered securities) amounts are displayed under Table 1.
11. The “Fee Totals” summary values are displayed on the left navigation pane of the FEPT interface as follows:
    • Total Registration Fees
    • Total Fees Previously Paid (zero since it is not applicable)
    • Total Fee Offsets (zero since no offsets are being claimed)
    • Net Fee Due
12. Follow steps # 19 to 28 documented in Submit an initial registration statement with offerings in reliance of Rule 457(a) to generate the EX-FILING FEES exhibit, attach the EX-FILING FEES to the EDGARLink Online N-2 submission, and submit the N-2 filing to EDGAR.

Rule 457(r): See, e.g., Form S-3 Calculation of Filing Fee Tables instruction 2.A.iii.c (“A well-known seasoned issuer registering securities on an automatic shelf registration statement pursuant to General Instruction I.D. of this Form may, at its option, defer payment of registration fees as permitted by Rule 456(b) (§ 230.456(b) of this chapter). If a registrant elects to pay all or any portion of the registration fees on a deferred  basis, Table 1 in the initial filing must cite Rule 457(r), as required by Instruction 2.A.ii.c, and identify the classes of securities being registered, in tandem with their respective security types, and the registrant must state, in response to this instruction, that it elects to rely on Securities Act Rules 456(b) and 457(r), but Table 1 does not need to specify any other information with respect to those classes of securities. When the issuer files a post effective amendment or a prospectus in accordance with Rule 456(b)(1)(ii) (§ 230.456(b)(1)(ii) of this chapter) to pay a deferred fee, the amended Table 1 must specify either the dollar amount of securities being registered if paid in advance of or in connection with an offering or offerings or the aggregate offering price for all classes of securities in the referenced offering or offerings and the applicable registration fee, which shall be calculated based on the fee payment rate in effect on the date of the fee payment.”)

Below are steps to rely on Rule 457(r) and defer the registration fees due for an offering:

1. Select S-3ASR from the “EDGARLink Online Submission Type Selection” page. The EDGARLink Online Main page for S-3ASR displays.
2. Enter the CIK and CCC on the EDGARLink Online Main Page. Complete all the required fields for the S-3ASR submission on the Main page.
3. Access FEPT by following steps 3 to 8 documented in Submit an initial registration statement with offerings in reliance on Rule 457 (a)
4. Select the + icon to add an offering line under “Table 1: Newly Registered and Carry Forward Securities”.
5. Select “Rule 457(r)” from the “Fee Calculation or Carry Forward Rule” drop down list.
   Note: When deferring a fee on this Shelf Registration statement, filers must include the Security Type, Security Class Title, and Fee Rule 457(r), but may leave the other fields blank. Filers must also state in a footnote that they elect to rely on Securities Act Rules 456(b) and 457(r).
6. Select the type of securities to be offered using this registration statement from the “Security Type” drop down list. The options displayed are based on the Fee Calculation Rule selected, as applicable.
7. Enter a title of the class of securities to be offered using this registration statement in the “Security Class Title” field.
8. Do not provide values for the following fields “Amount Registered”, “Proposed Maximum Offering Price per Unit” and the “Maximum Aggregate Offering Price” when deferring a fee payment under 457(r). If filers provide a value for any of these fields, FEPT displays the following warning message:
   
   Warning: Filers relying on Securities Act Rules 456(b) and 457(r) to defer a fee payment may omit the Amount Registered, Proposed Maximum Offering Price Per Unit, and Maximum Aggregate Offering Price amount.
    
9. Enter a fee note stating that you choose to rely on Securities Act Rules 456(b) and 457(r) to defer fees.
10. Click the [Save] button. The Fees To Be Paid offering line with blank/null values are displayed in “Table 1: Newly Registered and Carry Forward Securities”.
    
11. The “Fee Totals” summary values of zero are displayed on the left navigation pane of the FEPT interface:
    • Total Registration Fees
    • Total Fees Previously Paid (will be zero since it is not applicable)
    • Total Fee Offsets (will be zero since no offsets are being claimed)
    •  Net Fee Due

Rule 457(s): See Form SF-3 Calculation of Filing Fees Tables instruction 2.A.iii.b (“Where securities are being registered on this Form SF–3, Rule 456(c) under the Securities Act (§ 230.456(c) of this chapter) permits, but does not require, the registrant to pay the registration fee on a pay-as-you-go basis, and Rule 457(s) under the Securities Act (§ 230.457(s) of this chapter) permits, but does not require, the registration fee to be calculated on the basis of the aggregate offering price of the securities to be offered in an offering or offerings off the registration statement. If a registrant elects to pay all or a portion of the registration fee on a deferred basis, Table 1 must cite Rule 457(s), as required by Instruction 2.A.ii.c, and identify the classes of securities being registered, in tandem with their respective security types, and the registrant must state, in response to this instruction, that it elects to rely on Securities Act Rules 456(c) and 457(s), but Table 1 does not need to specify any other information with respect to those classes of securities. When the issuer amends Table 1 in accordance with Rule 456(c)(1)(ii) (§ 230.456(c)(1)(ii) of this chapter), the amended Table 1 must include either the dollar amount of securities being registered if paid in advance of or in connection with an offering or offerings or the aggregate offering price for all classes of securities referenced in the offerings and the applicable registration fee.”)

Filers who are deferring the payment of registration fees on submission types SF-3 or SF-3/A must include the Security Type, Security Class Title, Fee Rule, and Fee Note, but may leave all the other fields blank. Filers must state in a footnote that they choose to rely on Securities Act Rules 456(c) and 457(s). Follow the steps documented for Rule 457(r) to defer registration fee in reliance of Rule 457(s).

Rule Other: Please refer to the relevant form instructions for choosing Rule Other. Select “Rule Other" on FEPT if no more precise Fee Calculation Rule specified by the relevant Form instructions is applicable.
Filers who rely on Rule Other must include the Security Type, Security Class Title, Fee Rule, and Fee Note, but may leave all the other fields blank to the extent not applicable (Amount Registered, Proposed Maximum Offering Price Per Unit, Maximum Aggregate Offering Price, Fee Rate, and Amount of Registration Fee.) Filers must disclose in a footnote specific details needed to clarify their choice of “Rule Other”, including references to the provisions of Rule 457 (e.g., Rule 457(g)) and any other rule that they choose to rely on.

Note: If you enter the values for “Amount Registered” and “Proposed Maximum Offering Price Per Unit,” the system will automatically compute the Maximum Aggregate Offering Price, along with the Amount of Registration Fees.

Rule 457(u): If an offering of an indeterminate amount of exchange-traded vehicle securities, as that term is defined in Securities Act Rule 405, is being registered, enter “457(u)”. Separately, state that the registration statement covers an indeterminate amount of securities to be offered or sold and that the filing fee will be calculated and paid in accordance with Rule 456(d) and Rule 457(u).

Filers can register an indeterminate amount of exchange-traded vehicle securities (ETVS) and rely on Rule 457(u) on Form F-1, F-3, S-1, and S-3 and pay fees on an annual deferred net sales basis by submitting the 424I form type.

Note: If the filer attempts to claim a 457(p) offset on an initial filing that registers securities only in reliance on Rule 457(u), EDGAR will generate a warning message. The offsets should only be claimed at the time of the 424I filing when a fee is first due. A 424I filing cannot rely on Rule 457(b) or 0-11(a)(2) to claim an offset.

Rule 457(f): For a fee calculated as specified in Rule 457(f), select “457(a)”, “457(o)” or “Other”, as applicable from the “Fee calculation or carry forward rule” drop down and select “Yes” as a response to the “Combine with Rule 457(f)” option. 

Separately disclose the amount and value of securities to be received by the registrant, or cancelled upon the issuance of securities registered on this form, and explain how the value was calculated in accordance with Rule 457(f)(1) and (2), as applicable.  The explanation must include the value per share of the securities to be received by the registrant or cancelled upon the issuance of securities registered on this form.  Also disclose any amount of cash to be paid by the registrant in connection with the exchange or other transaction, and any amount of cash to be received by the registrant in connection with the exchange or other transaction.  In accordance with Rule 457(f)(3), a registrant may determine the maximum aggregate offering price for such a transaction by deducting any amount of cash to be paid by the registrant in connection with the exchange or other transaction from, and add any amount of cash to be received by the registrant in connection with the exchange or other transaction to, the value of the securities to be received or cancelled as calculated in accordance with Rule 457(f)(1) and (2), as applicable. Omit from the table the maximum offering price per unit.

Below are steps to register new securities and calculate fees using Rule 457(f):

1. Select F-4 from the “EDGARLink Online Submission Type Selection” page. The EDGARLink Online Main page for F-4 displays.
2. Enter the CIK and CCC on the EDGARLink Online Main Page. Complete all the required fields for the F-4 submission on the Main page.
3. Access FEPT by following steps 3 to 8 documented in Submit an initial registration statement with offerings in reliance on Rule 457(a)
4. Select the + icon to add an offering line under “Table 1: Newly Registered and Carry Forward Securities”.
5. Select “Rule 457(a)”, “Rule 457(o),” or “Rule Other” from the “Fee Calculation or Carry Forward Rule” drop down list.
6. Move the slider to the “Yes” position as a response to the “Combine with Rule 457(f)?” field.
7. Select the type of securities to be offered using this registration statement from the “Security Type” drop down list. The options displayed are based on the Fee Calculation Rule selected, as applicable.
8. Enter a title of the class of securities to be offered using this registration statement in the “Security Class Title” field.
9. Enter the number of shares initially being registered in the “Amount Registered” field. This is a required numeric value for 457(a), and an optional value for 457(o), and Other.
10. Enter the Maximum Aggregate Offering Price calculated in accordance with Rule 457(f).
11. Disclose the following as a 457(f) footnote:
    • Amount of Securities To be Received or Cancelled: Enter the number of securities to be received by the registrant or cancelled upon issuance of securities to be registered on the form.
    • Value per Share To be Received or Cancelled: Enter the value per share of securities to be received by the registrant or cancelled upon issuance of securities to be registered on the form.
    • Total Value of Securities to be Received or Cancelled: The total value of securities to be received by the registrant or cancelled upon issuance of securities registered on the form, as determined pursuant to Rule 457(f)(1) and (f)(2) is automatically calculated as the product of “Amount of Securities To be Received or Cancelled” and the “Value per Share To be Received or Cancelled”.
    • Cash Consideration Received by the Registrant: An optional, numeric non-negative value. Enter the amount of cash to be received by the registrant in connection with the exchange or other transaction.
    • Cash Consideration (Paid) by the Registrant: An optional, numeric non-negative value. Enter the amount of cash to be paid by the registrant in connection with the exchange or other transaction.
    • Fee Note: Disclose specific details relating to the fee calculation as necessary to clarify the information presented in each table, including references to the provisions of Rule 457 under the Securities Act and any other rule being relied upon.
12. Click the [Save] button. On initial filings and pre-effective amendments, EDGAR validates that the Maximum Aggregate Offering Price value in 457(f) footnote(s) equals the sum of Maximum Aggregate Offering Price for all lines in Table 1 that reference 457(f) fee note (for example, Rule 457(a), Rule 457(o) and Rule Other). If the amounts do not match, the system displays the following warning message: The "Maximum Aggregate Offering Price" value in the footnote is not equal to the "Maximum Aggregate Offering Price" value for this offering.
13. The “Fees To Be Paid” offering line in reliance of Rule 457(a), Rule 457(o), or Rule Other is displayed in “Table 1: Newly Registered and Carry Forward Securities”. The “Total Offering Amount” (sum of the maximum aggregate offering price for both the newly registered and carry forward securities) and the “Total Registration Fees” (the aggregate registration fee for the newly registered securities) amounts are displayed under Table 1.
14. The “Fee Totals” summary values are displayed on the left navigation pane of the FEPT interface as follows:
    • Total Registration Fees
    • Total Fees Previously Paid
    • Total Fee Offsets (will be zero since no offsets are being claimed)
    • Net Fee Due

Rule 0-11: Filing fees for certain acquisitions, dispositions, business combinations, consolidations, or similar transactions.

This filing must be accompanied by a fee payable to the Commission as and to the extent required by §240.0-11(b).

Below are steps to submit securities-related transactional information requiring a fee using Rule 0-11:  

1. Select a Schedule, for example SC TO-I, from the “EDGARLink Online Submission Type Selection” page. The EDGARLink Online Main page for
   SC TO-I displays.
2. Enter the CIK and CCC on the EDGARLink Online Main Page. Complete all the required fields for the SC TO-I submission on the Main page.
3. Access FEPT by following steps 3 to 8 documented in Submit an initial registration statement with offerings in reliance on Rule 457(a)
4. Select the + icon to add a transaction line under “Table 1: Transaction Valuation”.
   Note: For PREM14A/C and PRER14A/C submissions, FEPT displays “Table 1: Proposed Maximum Aggregate Value of Transaction.”
5.  Ensure that the “Fees To Be Paid” option is selected by default when adding a new transaction valuation line.
   Note: For amended filings, at least one “Fees Previously Paid” line must be included.
6. Enter the “Transaction Valuation” amount and an explanation in the “Transaction Valuation Explanation” text block. FEPT automatically calculates the “Amount of Filing Fee” as the product of the “Transaction Valuation” and the current “Fee Rate.”
   Note: Filers can override the system computed value for the “Amount of Filing Fee” field and put in a zero-transaction valuation for Schedules and Rule 13e-1. Additionally, filers must also include a footnote explaining why they owe no money. For example, registered closed-end investment companies that operate in a “master-feeder” structure are relieved of fees in certain circumstances. See Ironwood Multi-Strategy Fund LLC and Ironwood Institutional Multi-Strategy Fund LLC, SEC No-Action Letter (pub. avail. April 19, 2017). FEPT displays the following warning when filers enter a zero-transaction valuation:
    
   • “The Amount of Filing Fee is not the product of Transaction Valuation and Fee Rate. Please explain if the Issuer is availing itself of the SEC staff’s no-action relief in Ironwood Multi-Strategy Fund LLC and Ironwood Institutional Multi-Strategy Fund LLC, SEC No-Action Letter (pub. avail. April 19, 2017) in the accompanying footnote.”
      
7. Select the [Save] button. The “Fees To Be Paid” transaction valuation line is displayed in “Table 1: Transaction Valuation.”
8. The “Fee Totals” summary values are displayed on the left navigation pane of the FEPT interface as follows:
   • Total Fees Due for Filing
   • Total Fees Previously Paid (will be zero since it is not applicable)
   • Total Fee Offsets (will be zero since no offsets are being claimed)
   • Net Fee Due
     
9. Follow steps # 19 to 28 documented in Submit an initial registration statement with offerings in reliance on Rule 457 (a) to generate the EX-FILING FEES exhibit, attach the EX-FILING FEES to the EDGARLink Online SC TO-I submission, and submit the filing to EDGAR.

Rule 415(a)(6): If relying on Rule 415(a)(6) under the Securities Act (§230.415(a)(6) of this chapter) to carry forward to this registration statement unsold securities from an earlier registration statement, enter “415(a)(6)” in the table and provide, in a separate row for each registration statement from which securities are to be carried forward, and for each unique combination of security type and title of each class of securities to be carried forward, the following information:

1. The security type of the class of securities to be carried forward;
2. The title of the class of securities to be carried forward;
3. The amount of securities being carried forward expressed in terms of the number of securities (under the column heading “Amount Registered”) and the amount of the maximum aggregate offering price, as specified in the fee table of the earlier filing, associated with those securities (under the column heading “Maximum Aggregate Offering Price”) or, if the related filing fee was calculated in reliance on Rule 457(o), the amount of securities carried forward expressed in terms of the maximum aggregate offering price (under the column heading “Maximum Aggregate Offering Price”);
4. The form type, file number, and initial effective date of the earlier registration statement from which the securities are to be carried forward; and
5. The filing fee previously paid in connection with the registration of the securities to be carried forward.

Below are steps to carry forward securities from an expiring prior registration statement using FEPT:

1. Access FEPT on an S-1 submission by following steps 1 to 8 documented in Submit an initial registration statement with offerings in reliance on Rule 457(a).
2. Select the + icon to add an offering line under “Table 1: Newly Registered and Carry Forward Securities”.
3. Select a rule from the “Fee Calculation or Carry Forward Rule” drop down list, and enter all the applicable fields for a “Fees To Be Paid” Offering line.
4. Select the + icon to add a carry forward line under “Table 1: Newly Registered and Carry Forward Securities” and select “Rule 415(a)(6)” from the “Fee Calculation or Carry Forward Rule” drop down list.
5. Select the type of securities to be carried forward from the prior registration in the “Security Type” drop down list.
6.  Enter the title of the class of securities to be carried forward from the prior registration in the “Security Class Title” field.
7. Enter the number of shares being carried forward in the “Amount Registered” field. This field is optional if the prior registration relied on Rule 457(o).
   
   EDGAR will validate that the amount entered is a numeric value that is less than or equal to number of securities previously registered for the 415(a)(6) carryforward for the same security title and security type using the file number provided. The system will generate the following warning if you enter an “Amount Registered” value that exceeds the consolidated/cumulative number registered on the prior registration statement:
   • Warning: Value for the Carry forward Amount Registered is invalid because the amount {carryForwardAmtSecuritiesRegistered} exceeds the number of securities previously registered {regAmtSecurities} for the Security Type {secType} and Security Title {secTitle} for the Carry forward File Number {carryForwardFileNumber}.
      
8. Enter the “Maximum Aggregate Offering Price” to be carried forward from the prior registration in the corresponding field. This field is required if the prior registration relied on Rule 457(o).
   
   EDGAR will validate that it is a numeric value that is less than or equal to Maximum Aggregate Offering Price previously registered on the prior shelf registration statement for the same security type and security title using the file number provided. The system will generate the following warning if you enter a Maximum Aggregate Offering Price value that exceeds the consolidated/cumulative number registered on the prior registration statement:
   • Warning: Value for the Carry forward Maximum Aggregate Offering Price (MAOP) amount {carryForwardMAOP} is invalid because it exceeds the MAOP registered previously on the prior registration statement ${MAOPReg} for the Security Type {secType}, Security Title {secTitle}, and File Number {carryForwardFileNumber}.
     
     Note: If the “Amount Registered” and the “Maximum Aggregate Offering Price” value specified relates to a registration that relied on 457(r) or 457(s), then the system will not perform this validation. Instead, the system will generate an informational message stating that the amount of securities carried forward cannot be greater than the amounts registered on the prior filing.
     
9. Select the form type of the earlier registration statement from which securities are to be carried forward from the “Carry Forward Form Type” drop down list, for example Form S-3.
10. Enter the file number of the earlier registration statement from which the securities are to be carried forward. If the prior registration statement has both Securities Act file number and Investment Company Act (811-) file number, the Securities Act file number should be reported in the “Carry Forward File Number” field.
11.  Using the date picker, select the initial Effective Date of the earlier registration statement from which the securities are to be carried forward.
    EDGAR will validate that the “Carry Forward Initial Effective Date” provided matches with the system records of the registration’s Effective Date. If the effective dates do not match, the system generates the following warning message:
    • Warning: Value for the Carry Forward Initial Effective Date
      {CfwdInitialEffectiveDate} is invalid because the earlier registration’s effective date was not found in the EDGAR database.

    • Note: Some 33 Act registration statements are automatically effective and do not have an associated EFFECT submission type.  EDGAR will consider the Filing Date to be the Effective date in these instances.

      When specifying the date, ensure that the “Carryforward Initial Effective date” is not more than three years from the initial filing date of the current registration statement (for example, S-1 in this scenario). If the initial filing date of this replacement registration is three years after the “Carryforward Initial effective Date”, the system will generate the following warning message:
      
      Warning: The Carry Forward Initial Effective Date {CfwdInitialEffectiveDate} is invalid because the date specified is more than three years from the initial filing date of the current registration statement {regInitialFilingDate}. Please provide a Carry Forward Initial Effective Date that is less than or equal to three years from the initial filing date of the current registration statement.

12. Enter the filing fee previously paid in connection with the registration of the securities to be carried forward.
13. Enter a fee note (optional) to disclose specific details relating to the carry forward line in Table 1.
14. Select the [Save] button. “Table 1: Newly Registered and Carry Forward Securities” displays the newly added “Fees To Be Paid” offering line and the carry forward line.
    
    The “Total Offering Amount” (sum of the maximum aggregate offering price for both the newly registered and carry forward securities) and the “Total Registration Fees” (the aggregate registration fee for the newly registered securities) amounts are displayed under Table 1.
15. The “Fee Totals” summary values are displayed on the left navigation pane of the FEPT interface as follows:
    • Total Registration Fees
    • Total Fees Previously Paid (zero since it is not applicable)
    • Total Fee Offsets (zero since no offsets are being claimed)
    • Net Fee Due

Rule 457(p):Where all or a portion of the securities offered under a registration statement remain unsold after the offering’s completion or termination, or the withdrawal of the registration statement, the aggregate total dollar amount of the filing fee associated with those unsold securities (whether computed under Rule 457(a) or Rule 457(o)) may be offset against the total filing fee due for a subsequent registration statement or registration statements. The subsequent registration statement(s) must be filed within five years of the initial filing date of the earlier registration statement, and must be filed by: the same registrant (including a successor entity within the meaning of [Rule 405]; a majority-owned subsidiary of that registrant; or a controlling entity that owns more than 50 percent of the registrant's outstanding voting securities. A note should be added to the “Calculation of Registration Fee” table in the subsequent registration statement(s) providing the following information unless expressly required in another part of the registration statement:

1. The dollar amount of the previously paid filing fee to be offset against the currently due filing fee;
2. The amount of unsold securities or unsold aggregate offering amount from the prior registration statement associated with the claimed offset;
3. The file number and name of the registrant that filed, the earlier registration statement from which the filing fee is offset
4. The initial filing date of the earlier registration statement; and
5. A statement that the registrant has:
   1. Withdrawn the prior registration statement; or
   2. Terminated or completed any offering that included the unsold securities associated with the claimed offset under the prior registration statement.

Below are the steps to claim offsets from terminated offerings for the registration of new securities using Rule 457(p), and offset all of the filing fees:

1. Access FEPT on an S-8 submission by following steps 1 to 8 documented in Submit an initial registration statement with offerings in reliance on Rule 457(a).
2. Select the + icon to add an offering line under “Table 1: Newly Registered and Carry Forward Securities.”
3. Select a rule from the “Fee Calculation or Carry Forward Rule” drop down list and enter all the applicable fields for a “Fees To Be Paid” Offering line. “Table 1: Newly Registered and Carry Forward Securities” displays the newly added “Fees To Be Paid” offering line.
4. Select the + icon to add an offset line under “Table 2: Fee Offset Claims and Sources”.
5. Select Rule 457(p) from the “Offset Rule” drop down list.
   Identify the filing from which you are claiming an offset and keep the details handy.
6. Select “Claim” as the “Fee Offset Type” and enter the following details:
   1. Enter the name of the registrant that filed the earlier registration statement from which the offset is claimed in the “Registrant or Filer Name” field.
      Note: The name provided must be the same as provided on the current filing unless the registrant is the same but it changed its name or the registrant on the current filing is the earlier registrant’s successor, majority-owned subsidiary, or parent owning more than 50% of the earlier registrant’s outstanding voting securities eligible to claim a filing fee offset. The system will verify if the registrant or filer name matches the name on the original filing.
   2. Select the form or filing type of the earlier registration statement from which the offset is claimed, from the “Form or Filing Type” drop down list.
   3. Enter the file number of the earlier registration statement from which the offset is being claimed in the “File Number” field. If the offset filing for the 457(p) offset has a Securities Act file number and an Investment Company Act (811-) file number, report the Securities Act file number.
   4. Using the date picker, select the initial filing date of the earlier registration statement from which the offset is claimed from the “Initial Filing Date” field.
      Note: EDGAR will validate the “Initial Filing Date” in a Fee Offset Claim line falls within five years from the initial “Filing Date” of the registration statement for which fees are being calculated, and display the following warning if the validation fails:
      • “Warning: The Initial Filing Date {offstClaimInitialFilingdate} for the Fee Offset Claims line is invalid, since it does not fall within the five years of the initial Filing Date of the registration statement {regInitialFilingDate} for which fees are being calculated. Please provide an Initial Filing Date that falls within five years of the initial Filing Date of the statement for which fees are being calculated.”
   5. Enter the dollar amount of the previously paid filing fee to be offset against the currently due fee under Rule 457(p) in the “Fee Offset Claimed” field.
   6. Select the security type of the unsold securities registered on the earlier registration statement associated with the fee offset claimed.
   7. Enter the title of the class of unsold securities registered on the earlier registration statement associated with the fee offset claimed.
   8. Enter the number of unsold securities registered on the earlier registration statement associated with the fee offset claimed in the “Unsold Securities Associated with Fee Offset Claimed” field. This field is required if the earlier registration statement relied on Rule 457(a) and otherwise as applicable.
      
      EDGAR will validate that the amount entered is a numeric value that is less than or equal to number of securities previously registered on the earlier registration statement for the same security title and security type using the file number provided. The system will generate the following warning if you enter a value that exceeds the consolidated/cumulative number of securities registered on the prior registration statement:
      
      Warning: Value for the Unsold Securities Associated with Fee Offset Claimed amount {offstClaimAmtSecuritiesUnsold} is invalid because it exceeds the number of securities previously registered {regAmtSecurities}for the Security Type {secType} and Security Title {secTitle} for the File Number {offstClaimfileNumber}.
       
   9. Enter the aggregate offering amount of unsold securities registered on the earlier registration statement associated with the fee offset claimed in the “Unsold Aggregate Offering Amount Associated with Fee Offset Claimed” field.
      
      EDGAR will validate that the aggregated offering amount is a numeric value that is less than or equal to Maximum Aggregate Offering Price previously registered on the earlier registration statement for the same security type and security title using the file number provided. The system will generate the following warning if you enter an Maximum Aggregate Offering Price value that exceeds the consolidated/cumulative number registered on the prior registration statement:
      • Warning: Value for the Unsold Aggregate Offering Amount Associated with Fee Offset Claim {offstClaimsaggrgteOfframt} for the Fee Offset Claims line is invalid because it exceeds the amount registered previously for the Security Type{secType} and Security Class Title {secTitle} for the File Number {offstClaimfileNumber}.
        
        Note: If the specified number of unsold securities and/or the unsold offering amount relates to a registration that relied on 457(r) or 457(s), the system will not perform this validation. Instead, EDGAR will generate an Informational message stating that these amounts cannot be greater than the amount of securities registered on the prior filing included as the basis for Rule 457(p) fee offset claim.
   10. Provide a statement that the registrant has either withdrawn each prior registration statement or has terminated or completed any offering that included the unsold securities associated with the claimed offset under the prior registration statement(s) in the “Statement of Withdrawal, Termination, or Completion” text box. This is a required field.
   11. Enter a fee note (optional) to describe the offset being claimed.
   12. Select “Save” to save the offset claim line.
7.  Identify the previous submission with contemporaneous fee payments that is the original source to which the fee offset claimed on this filing can be traced. To add an offset source for the fee offset claimed line, follow the steps below:
   1. Select the + icon to add an offset line under “Table 2: Fee Offset Claims and Sources”
   2. Select 457(p) from the “Offset Rule” drop down list
      Identify the filing that you will include as the offset source and keep the details ready.
   3. Select “Source” as the Fee Offset Type and enter the following details:
      1. Provide the name of the registrant or filer that filed the earlier submission that is identified as a fee offset source.
         Note:  The system verifies if the Registrant or Filer Name matches with the name on the original filing.
      2. Select the form or filing type of the earlier submission that is identified as a fee offset source.
      3.  Enter the file number of the earlier submission that is identified as a fee offset source. Allowable prefixes are: 333, 033, 002, 001, 811, 814, 005, and 000
      4. Using the date picker, select the filing date of the earlier submission that is identified as a fee offset source.
      5. Enter the dollar amount of the contemporaneous fee payment made with respect to each identified fee offset source. A contemporaneous fee payment is the payment of a required fee that is satisfied through the actual transfer of funds and does not include any amount of required fee satisfied through a claimed fee offset.
      6. Enter a fee note (optional) to describe the fee offset source.
      7. Select “Save” to save the offset source line.
         Table 2: Fee Offset Claims and Sources displays the newly added offset claim and source line.
8. The “Fee Totals” summary values are displayed on the left navigation pane of the FEPT interface as follows:
   • Total Registration Fees
   • Total Fees Previously Paid (zero since it is not applicable)
   • Total Fee Offsets
   • Net Fee Due

Rule 457(b): If relying on Rule 457(b) or Rule 0-11(a)(2) to offset some or all of the filing fee due on this filing by amounts paid in connection with earlier filings (other than this Form, Schedule or Statement, subject to limited exceptions (see, e.g., Form S-3 Calculation of Filing Fee Tables instruction 2.A.iv regarding a pre-effective amendment filed to concurrently increase and decrease securities of different classes where a registrant did not rely on Rule 457(o))) relating to the same transaction, provide the following information.         

1. Fee Offset Claims.
   
   For each earlier filed Securities Act registration statement or Exchange Act document relating to the same transaction from which a fee offset is being claimed, provide the information that Table 2 requires. The “Fee Offset Claimed” column requires the dollar amount of the previously paid filing fee to be offset against the currently due fee.
   
   Note: If claiming an offset from a Securities Act registration statement, provide a detailed explanation of the basis for the claimed offset.
    
2. Fee Offset Sources.
   
   With respect to amounts claimed as an offset under Rule 457(b) or Rule 0-11(a)(2), identify the initial submissions with contemporaneous fee payments that are the original source to which those amounts can be traced. For each submission identified, provide the information that Table 2 requires. The “Fee Paid with Fee Offset Source” column requires the dollar amount of the contemporaneous fee payment made with respect to each identified submission that is the source of the fee offset claimed pursuant to Rule 457(b) or Rule 0- 11(a)(2). The aggregate of the amounts reported in the “Fee Paid with Fee Offset Source” column must be equal to or greater than the aggregate of the amounts reported in the “Fee Offset Claimed” column.
   
   Fee offsets presented on a filing should reflect all the offsets being claimed in connection with the transaction, regardless of whether any or all of the offsets were listed previously on the initial filing and/or a prior amendment.

Below are steps to claim an offset using Rule 457(b)/0-11(a)(2):

1. Access FEPT on an S-11 submission by following steps 1 to 8 documented in Submit an initial registration statement with offerings in reliance on Rule 457(a).
2. Select the + icon to add an offering line under “Table 1: Newly Registered and Carry Forward Securities.”
3. Select a rule from the “Fee Calculation or Carry Forward Rule” drop down list and enter all the applicable fields for a “Fees To Be Paid” offering line.
   “Table 1: Newly Registered and Carry Forward Securities” displays the newly added “Fees To Be Paid” offering line.
4. Follow the steps described in Claiming offset(s) from terminated offerings for the registration of new securities through Rule 457(p) to add an offset claim/source line(s) with the following details:
   Data entry for Fee Offset Claim line(s):
   1. Select the form or filing type of the prior filing from which the offset is claimed.
   2. Provide the file number of the prior filing from which the offset is claimed. If the offset filing for the 457(b) offset has a Securities Act file number and an Investment Company Act (811-) file number, the Securities Act file number should be reported.
   3.  Using the date picker, select the initial filing date of the prior filing from which the offset is claimed.
   4. Enter the dollar amount of the previously paid filing fee to be offset against the currently due fee under Rule 457(b) or Rule 0-11(a)(2). 
   5. If claiming an offset from a Securities Act registration statement under Rule 457(b) or Rule 0-11(a)(2), provide a detailed explanation of the basis for the claimed offset.
   6. Enter details relating to the fee calculation as necessary to clarify the information presented in Table 2.
   7. Click Save.
   8. Repeat steps “a” through “g” to add another fee offset claim line.
      
      Data entry for Fee Offset Source line(s):
   1. Provide the name of the registrant or filer that filed the earlier submission that is identified as a fee offset source.
   2. Select the form or filing type of the earlier submission that is identified as a fee offset source.
   3. Enter the file number of the earlier submission that is identified as a fee offset source.
   4. Using the date picker, select the filing date of the earlier submission that is identified as a fee offset source.
   5. Provide the dollar amount of the contemporaneous fee payment made with respect to each identified fee offset source.  A contemporaneous fee payment is the payment of a required fee that is satisfied through the actual transfer of funds, and does not include any amount of required fee satisfied through a claimed fee offset.
   6. Disclose specific details relating to the fee calculation as necessary to clarify the information presented in Table 2.
   7. Click Save.
   8. Repeat steps “a” through “g” to add another fee offset source line.
   9. Table 2: Fee Offset Claims and Sources displays the newly added offset claim and source line.
       
5. The “Fee Totals” summary values are displayed on the left navigation pane of the FEPT interface as follows:
   • Total Registration Fees
   • Total Fees Previously Paid (will be zero since it is not applicable)
   • Total Fee Offsets
   • Net Fee Due

Rule 429: If the Form includes a combined prospectus pursuant to Rule 429 under the Securities Act of 1933, provide the information that Table 3 requires for each earlier effective registration statement that registered securities that may be offered and sold using the combined prospectus.  Include a separate row for each unique combination of security type and title of each class of those securities.  The amount of securities previously registered that may be offered and sold using the combined prospectus must be expressed in terms of the number of securities (under column heading “Amount of Securities Previously Registered”), or, if the related filing fee was calculated in reliance on Rule 457(o), must be expressed in terms of the maximum aggregate offering price (under column heading “Maximum Aggregate Offering Price of Securities Previously Registered”). 

Below are steps to register new securities and include the combined prospectus in reliance of Rule 429 using FEPT:

1. Access FEPT on an F-3 submission by following steps 1 to 8 documented in Submit an initial registration statement with offerings in reliance on Rule 457(a).
2. Select the + icon to add an offering line under “Table 1: Newly Registered and Carry Forward Securities.”
3. Select a rule from the “Fee Calculation or Carry Forward Rule” drop down list and enter all the applicable fields for a “Fees To Be Paid” Offering line.
   “Table 1: Newly Registered and Carry Forward Securities” displays the newly added “Fees To Be Paid” offering line.
4. Select the + icon to add a combined prospectus line under “Table 3: Combined Prospectuses.”
5. Select “Rule 429” from the “Rule” drop down list.
6. Select the type of securities previously registered that may be offered and sold using the combined prospectus from the “Security Type” drop down list.
   Note: Move the slider to the “Yes” position if you are referencing a registration with Security Type “Unallocated (Universal) Shelf.”
7. Enter the title of the class of securities previously registered that may be offered and sold using the combined prospectus in the “Security Class Title” field.
   
   Note: Using combined prospectuses under Rule 429 is different than carrying forward securities under Rule 415(a)(6).  When combined prospectuses are used under Rule 429, the securities registered on the prior filing remain registered on the prior filing – they do not become part of the total amount of securities registered on the new filing.  In contrast, when a filer “carries forward” securities under Rule 415(a)(6), the securities are moved from the old filing to the new, so they do not remain registered on the prior filing. 
   
8. Select the form type from the “Form Type” drop down list of the earlier effective registration statement that registered securities that may be offered and sold using the combined prospectus.
9.  Enter the file number of the earlier effective registration statement(s) on which securities were previously registered that may be offered and sold using the combined prospectus. If a prior registration statement has a Securities Act file number and an Investment Company Act (811-) file number, the Securities Act file number should be reported.
10. Using the date picker, select the initial effective date of the earlier registration statement on which securities were previously registered.
11. Enter the amount of securities previously registered that may be offered and sold using the combined prospectus unless the related filing fee was calculated in reliance on Rule 457(o). EDGAR will validate that the amount specified does not exceed the amount registered on the prior filing using the file number provided. The system will generate the following warning if you enter an “Amount Registered” value that exceeds the consolidated/cumulative number registered on the prior registration statement:
    • Warning: Value for Rule 429 Amount of Securities Previously Registered is invalid because the amount {429AmtSecuritiesRegistered} exceeds the number of securities previously registered {regAmtSecurities}, for the Security Type {secType} and Security title {secTitle} for the File Number {429fileNumber}.
12. Enter the maximum aggregate offering price of securities previously registered that may be offered and sold using the combined prospectus if the related filing fee was calculated in reliance on Rule 457(o). EDGAR will validate that the numeric value is less than or equal to Maximum Aggregate Offering Price previously registered on the prior filing for the same security type and security title using the file number provided. The system will generate the following warning if you enter an “Maximum Aggregate Offering Price” value that exceeds the consolidated/cumulative number registered on the prior registration statement:
    • Warning: Value for Rule 429 Maximum Aggregate Offering Price (MAOP) of Securities Previously Registered amount ${429MAOP} is invalid because it exceeds the MAOP registered previously on the prior registration statement ${MAOPReg} for the Security Type {secType}, Security Title {secTitle}, and File Number {429FileNumber} for the Combined Prospectus line.
      
      Note: If the “Amount of Securities Previously Registered” or the “Maximum Aggregate Offering Price” value specified in Table 3 relates to a registration that  relied on 457(r) or 457(s), the system will not perform this validation. Instead, the system will generate an Informational message stating that Table 3 may not include a greater Amount of Securities/Maximum Aggregate Offering Price than remains registered under the prior filing.
13. Enter a fee note to disclose specific details as necessary to clarify the information presented in Table 3.
14. Select the [Save] button. Table 3: Combined Prospectuses displays the newly added combined prospectus line.
    
15. The “Fee Totals” summary values are displayed on the left navigation pane of the FEPT interface as follows:
    • Total Registration Fees
    • Total Fees Previously Paid (will be zero since it is not applicable)
    • Total Fee Offsets (will be zero since no offsets are being claimed)
    • Net Fee Due

Filers can register additional securities of the same security types/classes in the *MEF filing as were included in the earlier registration statement.

FEPT will generate the following warning if the security type/security class specified in the *MEF filing was not included in the earlier registration statement.

• Warning: Registrants may only register additional securities of the same type/ class(es) as were included in the earlier registration statement. Please correct the Security Type <secType> and <secTitle> and resubmit the filing. If not corrected, the submission may require subsequent amendment.

Filers cannot register more than 20% of the Maximum Aggregate Offering Price for each class of securities when compared to the original registration.

FEPT will generate the following warning on the *MEF filing if the Maximum Aggregate Offering Price is more than 20% of the Maximum Aggregate Offering Price for each security type/class in the original registration.

• Warning: The Maximum Aggregate Offering Price MAOP <MAOP> for Security Type <secType> and Security Class Title <secTitle> exceeds the 20% limit of the Maximum Aggregate Offering Price of that class included on the earlier registration statement. Please correct the Maximum Aggregate Offering Price specified for Security Type <secType> and Security Class Title <secTitle>, and resubmit the filing. See Securities Act Rule 462(b).

EDGAR will also generate warnings for filer-constructed submissions if a security type/security class in the *MEF filing was not included in the earlier registration statement, or if filers register more than 20% of the Maximum Aggregate Offering Price for each security type/class when compared to the original registration.

Note(s):

1. See Chapter 3 (Index to Forms) of the EDGAR Filer Manual, Volume II: "EDGAR Filing" for a list of *MEF forms.
2. EDGAR will perform the 20% validation and security type/security class validation, only if the original registration is effective.
3. For submission type N-14MEF, the system shall use the N-14 8C file number provided by the filer to perform the 20% maximum aggregate offering price check.

Filers may specify Rule 457(a), 457(o), or Other in “Table 1: Newly Registered Securities”, and separately disclose General Instruction II.H and Instruction 2.A.ii.b details on Form F-10 for an exchange offer to calculate fees. Similarly, filers can specify Rule 457(a), 457(o), or Other in Table 1 and separately disclose General Instruction II. I and Instruction 2.A.ii.c details on Form F-10 for business combinations:
 General Instruction Fee Calculation Details

• Amount of Securities
• Value per share
• Total Value of Securities
• Cash Consideration That May Be Received
• Cash Consideration To Be Paid
• Maximum Aggregate Offering Price

The fee provisions of Form F-10 for exchange offers and business combinations operate in a manner similar to Rule 457(f). General Instruction II.G expressly specifies that for F-10 “The filing fee shall be computed in accordance with Rule 457 except that Rule 457(f) shall not apply.”
Refer to the steps described in Section “Register new securities and rely on Rule 457(f) to calculate fees” to register new securities using Rule 457(a), 457(o), or Other and calculate fees in accordance with General Instructions II.H/II.I.

For initial filings and pre-effective amendments, EDGAR will validate that the Maximum Aggregate Offering Price value in the General Instruction II.H/II.I footnote(s) equals the sum of Maximum Aggregate Offering Price for all lines in Table 1 that reference the General Instruction fee note (for example, 457(a), 457(o) and Other).

With respect to shelf takedowns, filers can include a narrative disclosure specifying the Maximum Aggregate Amount or Maximum Aggregate Offering Price for post-effective amendments and prospectuses.

FEPT will enable filers to include the narrative disclosure and include the Maximum Aggregate Amount or Maximum Aggregate Offering Price for the following submission types:

N-2 POSASR, POSASR, POS AM, 424B1, 424B2, 424B3, 424B4, 424B5, 424B7, 424B8

Filers, when solely disclosing the narrative disclosure (i.e., have provided a “Yes” response to “Provide Only a Narrative Disclosure?”), must specify the Maximum Aggregate Amount or Maximum Aggregate Offering Price along with an explanation, and are not required to include data in any of Table 1, Table 2, and Table 3 (Offerings, Offsets, and Combined Prospectus).


Filers submitting a prospectus may include a statement noting “This is a final prospectus for the related offering” that reflects the detailed terms of a shelf takedown. Filers can include this flag as part of a narrative disclosure in the EX-FILING FEES exhibit, on any one of these submission types 424B1, 424B2, 424B3, 424B4, 424B5, 424B7, 424B8,  and include the Maximum Aggregate Amount or Maximum Aggregate Offering Price of the securities to which the prospectus relates.
Filers can provide a narrative disclosure and Table 1, 2 and/or 3 data on any one of these submission types 424B1, 424B2, 424B3, 424B4, 424B5, 424B7, 424B8.

When the filer has attached an Inline EX-FILING FEES to a final prospectus for the related offering, the system will validate that the filer has included either a narrative disclosure alone or included a narrative disclosure and Table 1, Table 2, and/or Table 3 fee data when submitting 424B1, 424B2, 424B3, 424B4, 424B5, 424B7 424B8 filings. Similarly, the system will validate that the filer has included either a narrative disclosure alone and/or Table 1, Table 2, and/or Table 3 fee data when submitting N-2POSASR, POSASR, and POSAM filings. The system will generate the following warning message, if filers do not include the narrative tag and/or the tables:

• Warning: The EX-FILING FEES exhibit is missing fee data—please include either the required narrative disclosure specifying, with respect to a shelf takedown, the maximum aggregate amount or maximum aggregate offering price for the takedown, and/or include fee data in the tables. If not corrected, the submission may require subsequent amendment.

Note: Filers must tag the Maximum Aggregate Amount or Maximum Aggregate Offering Price values in the narrative disclosure unless provided in a 424B filing associated with a registration statement on Form SF-3 in which case they have the option to tag these values. Filers can provide one or both values. (424Bs associated with Form SF-3 can provide an unstructured filing fee exhibit and not tag their fee data).

Here are a few important points to consider prior to submitting a 424I submission:

• A filer is required to provide the "333-" file number of a previously accepted F-1, F-3, S-1, S-3, F-1/A, F-3/A, S-1/A, or S-3/A filing where:
  • the Security Type is “Exchange-Traded Vehicle Security,” and the Type of Payment is "Indeterminate," or
  • the Security Type is “Exchange-Traded Vehicle Security” and the filing relied on Rule 457(u).
    
    In both cases, EDGAR will accept the 424I filing.

• If the file number provided on the 424I filing belongs to a previously accepted
  F-1, F-3, S-1, S-3, F-1/A, F-3/A, S-1/A, or S-3/A filing but:
  • the Security Type selection is not “Exchange-Traded Vehicle Security, or
  • the Security Type is “Exchange-Traded Vehicle Security” but Rule 457a , Rule 457o, or Rule Other was selected instead of Rule 457(u), or
  • the Security Type is “Exchange-Traded Vehicle Security” but "Pay in Advance" is specified as the Type of Payment instead of “Indeterminate”. 
    
    In all three cases, EDGAR will suspend the 424I filing. 

Below are steps to submit a 424I filing with an EX-FILING FEES exhibit using FEPT:

1. Access FEPT on an 424I submission by following steps 1 to 8 documented in Submit an initial registration statement with offerings in reliance on Rule 457(a). Note that you must select the 424I submission type instead of Form S-3 submission, and provide the file number of the prior Form F-1, F-3, S-1 or S-3 filing in the ‘File Number’ field on the 424I filing.
2. FEPT displays the following pre-populated Filing Information values:
   • Item 1: Name of Issuer
   • Item 2: Business address of the issuer
   • Item 3: Securities Act file number(s) of the registration statement(s) associated with the offering. The Securities Act file number is the file number of the registrant’s Securities Act registration statement associated with the offering (beginning with “2-”, “33-” or “333-”) for which it is paying fees pursuant to Rules 456(d) and 457(u). Sample values: 2-00000-1, 33-00000-1 and 333-00000-1
3. Item 4: If applicable, using the date picker, select the date on which the issuer ceased operations or was deemed to cease operations, pursuant to Securities Act Rule 456(d)(4). In the case of an issuer that ceases operations (or is deemed to cease operations as the result of engaging in certain transactions), the date the issuer ceases operations or is deemed to cease operations will be deemed to be the last day of its fiscal year for purposes of 424i reporting.
4. Filers are given the choice of either providing the date in Item 4 or if it is not applicable, then Item 5. If filers provide a date in Item 4, then the same date is displayed for Item 5 “Last day of fiscal year for the issuer for which the prospectus is filed” and Items 5a and 5b are disabled. See image below.
5. If Item 4 is not applicable, enter the fiscal year value in Item 5b for which the prospectus is filed. Values should be in the format YYYY, for example, 2019, 2020, etc. The tool pre-populates the Fiscal Year End (Month/day) based on the Filer CIK entered on the EDGARLink Online 424I user interface.  Additionally, the tool shall automatically calculate and populate Item 5c “Will this filing be submitted late?” and 5d “Number of days late” based on Items 5a and 5b values, or the date provided in Item 4 if applicable.
   Item 5.c indicates if this filing is late (i.e., filed more than 90 days after the end of the issuer’s fiscal year), and Item 5.d relates to the number of calendar days by which the filing is overdue. This integer value has a valid range of 1 - 9999 days.
   
6. Click the [Save and Continue to Add Securities] button.
7. To calculate the registration fee for a class of security, enter data into Item 6 through Item 14, and select the “Save Security” icon:
   • Item 6: Enter the name of the securities for which the prospectus is filed. If reporting fee calculation information on an aggregate basis for all classes of securities covered by the registration statement, provide the name of each applicable class.  If reporting fee calculation information separately for each class, include the applicable class name. This field is required.
   • Item 7: Enter the aggregate sale price of securities sold during the fiscal year. This field is required. A value of zero is permitted.
   • Item 8: Enter the aggregate redemption or repurchase price of securities redeemed or repurchased during the fiscal year. This field is required. A value of zero is permitted.
   • Item 9: Enter the aggregate redemption or repurchase price of securities redeemed or repurchased during any prior fiscal year ending no earlier than August 1, 2021 that were not previously used to reduce registration fees payable to the Commission. Redemptions and repurchases should be reported as positive values. Decimals are permitted but optional. This field is required. A value of zero is permitted.
   • Item 10: The “Net sales amount” is a required, non-negative numeric value, when aggregate sales price (Item 7) is greater than the sum of the aggregate redemption or repurchase price of securities redeemed or repurchased during the fiscal year (Item 8) and the aggregate redemption or repurchase price of securities redeemed or repurchased during any prior fiscal year ending no earlier than August 1, 2021 that were not used previously to reduce registration fees payable to the Commission (Item 9)

     This field is pre-populated and non-editable. When the result is a negative number, zero will be populated.

   • Item 11: The “Amount of redemption credits available for use in future years to offset sales” is a required, numeric value, when aggregate sales price (Item 7) is less than the sum of the aggregate redemption or repurchase price of securities redeemed or repurchased during the fiscal year (Item 8) and the aggregate redemption or repurchase price of securities redeemed or repurchased during any prior fiscal year ending no earlier than August 1, 2021 that were not used previously to reduce registration fees payable to the Commission (Item 9).

     This field is pre-populated and non-editable.

   • Item 12: The Fee rate amount is pre-populated and non-editable. The Commission determines the rate for calculating the registration fee (the “fee rate”) according to section 6(b) of the Securities Act.
   • Item 13: The “Registration Fee” amount is the product of the “Net Sales” amount and the “Fee rate” in effect on the date of the fee payment. This field is pre-populated.
   • Item 14: Disclose specific details relating to the fee calculation as necessary to clarify the information for each class of securities in the Fee note.
8. Select the + “Add another security” icon if you want to report fee calculation information separately for an additional class of securities. Repeat step 7 and step 8.
9. Select the “Add Offsets, if any” icon. Enter Rule 457(p) related offset data if applicable and claim an offset on this 424I filing. Once you have entered the following offset details, select the “Save Offset” icon:
   • Enter the name of the registrant that filed the earlier registration statement from which the filing fee is offset.
   • Provide the file number of the earlier registration statement from which the filing fee is offset. Sample value: 333-00000-1, where 333 is the prefix, 00000 is the sequence, and 1 is the suffix in the example provided.
   • Specify the initial filing date of the earlier registration statement from which the filing fee is offset, using the date picker.
   • Enter the dollar amount of the previously paid filing fee to be offset against the currently due fee.
   • Enter the number of unsold securities from the earlier registration statement associated with the fee offset claimed.
   • Enter the aggregate offering amount of unsold securities registered on the earlier registration statement associated with the fee offset claimed.

     If filers claim an offset under Rule 457(p), then filers are required to provide a statement that they have (i) Withdrawn the prior registration statement; or (ii) Terminated or completed any offering that included the unsold securities associated with the claimed offset under the prior registration statement. The note need not be limited to the statement of withdrawal/termination/completion.

     Filers are not required to include corresponding Fee Offset source information. If filers include the Fee Offset sources as part of a filer constructed submission, the system will accept the filing but provide an informational message specifying that there is no requirement in 424(i) or 457(u) for filers claiming a 457(p) offset to provide information as to fee offset sources. FEPT will not provide filers the option to specify Fee Offset Sources.

     FEPT will total the fee offset claimed amounts, and automatically populate the value in Item 18 “Total Fee Offsets” field.  This will be included in the generated output. Filers can optionally provide this information in filer-constructed submissions.

10. Review the “Total” section:
    • Item 15: If the filer is reporting on more than one class on a class-by- class basis within the same 424I filing, FEPT shall sum up the registration Fee due (exclusive of any interest due) for all classes within the same 424I filing and display the value in the “Total registration fees (exclusive of any interest due). This field is non-editable.
    • Item 16: Required, non-negative numeric value to report interest due, pursuant to Rule 456(d)(5) if the prospectus is being filed more than 90 days after the end of the issuer's fiscal year. This field is pre-populated not editable on FEPT.
    • Item 17: This field is pre-populated and non-editable. The value shown is the total amount of the registration fee due plus any interest due.
    • Item 18: FEPT will aggregate the fee offset claimed amounts, and automatically populate the value in Item 18 “Total Fee Offsets” field if applicable.
    • Item 19: Refers to the net fee due after 457(p) offsets have been deducted. This field is pre-populated not editable on FEPT.
11. Follow steps # 19 to 28 documented in Submit an initial registration statement with offerings in reliance on Rule 457(a) to generate the EX-FILING FEES exhibit, attach the EX-FILING FEES to the EDGARLink Online 424I submission, and submit the filing to EDGAR.

EDGAR uses the file number provided on the POS AM filing to determine if the referenced filing must include a structured fee exhibit. POS AM filings that correspond to SF-1, SF-1/A, SF-1MEF, SF-3, SF-3/A and SF3MEF are structuring optional, and filers can attach the EX-FILING FEES exhibit in unstructured or Inline XBRL formats for these submission types.

Filers can only attach the unstructured EX-FILING FEES exhibit to a POS AM as a filer-constructed submission. EDGAR will generate an error message and prevent filers from attaching an unstructured EX-FILING FEES exhibit to a POS AM submission using the EDGARLink Online interface.

The POS AM user interface has been updated to include the question: “Is Fee Table/Exhibit included?”. Filers will need to either select a Yes or No radio button as a response to the “Is Fee Table/Exhibit included?” question. If ‘Yes’ is selected, filers must attach the filing fee exhibit to the filing. An error message will be displayed on the user interface if Yes is selected and the attachment is missing. The POS AM user interface has also been updated to include the “Attach Inline XBRL Fee Tagging exhibit?” check box on the “Documents” tab. The checkbox will only be enabled if you provide a valid Filer CIK, Filer CCC, and File Number. Selecting the check box prompts the filer with the following warning message:

• “You are attempting to file a POSAM with a fee exhibit.  If you plan to pay a fee with this POSAM, please note that, in most cases, Securities Act Rule 413 prohibits the registration of securities using a post-effective amendment and no fee is due unless the POSAM registers securities.”
  
   Please choose YES if… … you would like to attach the fee exhibit in a structured format to the submission or access the Fee Exhibit Preparation Tool to generate and attach the filing fees exhibit. The Fee Exhibit Preparation Tool includes information for fee calculation in a structured format (Inline XBRL). The Inline XBRL exhibit attachment will be automatically attached to your EDGARLink Online submission. If this is not intended, please choose NO. “

When you select “Yes” as a response to the warning, the “Payor Info” tab and the “Fee Exhibit Preparation Tool” hyperlink are displayed. Select the hyperlink to access FEPT. The tool displays the Filer CIK, Submission type, Form Type (relates to the underlying form based on the File Number entered on the Main tab), File Number, and Name of Filer. Enter data into Table 1, Table 2, and Table 3 as applicable.

Follow steps # 19 to 28 documented in Submit an initial registration statement with offerings in reliance on Rule 457 (a) to generate the EX-FILING FEES exhibit, attach the EX-FILING FEES to the POS AM submission, and submit the filing to EDGAR.

Approximately three months after all filers are required to comply with the structured data requirement, filers are required to attach a structured EX-FILING FEES in Inline XBRL format to a POS AM submission when:

• The file number provided on the POS AM filing corresponds to an F-1, F-1/A, F-3, F-3/A, F-4, F-4/A, S-1, S-1/A, S-3, S-3/A, S-4, S-4/A, S-11, or S-11/A, submission
  
  and
  
  The filer selects “Yes” as a response to the question: “Is Fee Table/Exhibit included?” and selects the “Attach Inline XBRL Fee Tagging exhibit?” check box.

EDGAR will generate an error message if the POS AM submission is missing an Inline XBRL filing fee exhibit when a “Yes” response is provided to the question “Is Fee Table/Exhibit included?”.