All companies that sell their securities to investors in United States markets are required to file certain information about their finances, ownership, and management with the SEC on a periodic basis. Other companies, such as mutual funds, and certain individuals who own securities are required to file reports with the SEC as well. There is a fee involved in many of these filings; the information that follows is designed for filers who anticipate submitting fee payments via wire transfer. The language is fairly technical.

Filings that Require Filing Fees

1933 Act Filings by Corporations

You must pay a filing fee with the following 1933 Act filings:

F-1	F-10	F-10EF	F-3	F-3D	F-4	F-4EF	F-6	F-6EF	F-7	F-8	F-80
F-9	F-9EF	S-1	S-11	S-20	S-3	S-3D	S-4	S-4EF	S-8	S-B

You also must pay a fee with all rule 462(b) filings - submission types with a "MEF" suffix. You will be required to pay a filing fee on pre-effective amendments to registration statements (e.g., S-1/A) if additional securities are being registered in the amendment. Since you cannot register additional securities by post-effective amendment in registration statements that are not automatic shelf registration statements, no fee is required for these filings (e.g., S-3POS).

A fee will be required for the following 1933 Act filings if a well-known seasoned issuer is filing or has filed an automatic shelf registration statement and chooses to pay filing fees in advance of a takedown or on a pay-as-you-go basis:

F-3ASR

S-3ASR

POSASR

A fee will be required for the following 1933 Act filings if a well-known seasoned issuer has filed an automatic shelf registration statement and has indicated that there is a "Fee Table in Prospectus":

424B1

424B2

424B3

424B4

424B5

424B7

424B8

1934 Act Filings

You must pay a filing fee with the following 1934 Act filings:

SC TO-T

SC TO-I

SC 13E-3

SC13E4F

SC14D1F

A fee is sometimes required for the following 1934 Act filings:

PREM14A

PREM14C

PRER14A

PRER14C

SC 13E1

1933 and 1940 Act Filings by Investment Companies

You must pay a filing fee with the following EDGAR submissions made by investment companies:

24F-2NT

N-2

N-5

N-14 8C

N-14MEF

Where to Pay Fees

Paper Filers: If you are submitting a filing in paper, you may either send the fee by wire transfer or check to US Bank in St. Louis, Missouri. The SEC cannot accept personal checks for payment of fees.

Electronic Filers: If you are submitting a filing electronically or in paper under a hardship exemption, you MUST send the fee to the US Bank in St. Louis, Missouri. You may make the payment to US Bank by wire transfer, mail or hand delivery.

Wire Transfer (FedWire)

The information below is intended for those companies who anticipate submitting fee payments via wire transfer (FEDWIRE).

• US Bank in St. Louis, Missouri is the US Treasury designated depository for SEC filing fee payments. Monies are accepted around the clock. Communications with the SEC regarding fee payment credits take place between 8:30 am and 6:00 pm Eastern Time.
• Any bank or wire transfer service may initiate wire transfers of filing fee payments through the FEDWIRE system to US Bank. A filing entity does not need to establish an account at US Bank in order to remit filing fee payments.
• To ensure proper credit and prompt filing acceptance, it is critical to include:
  • The SEC’s account number at US Bank (152307768324)and
  • The payer’s SEC-assigned CIK (Central Index Key) number (also known as the SEC-assigned registrant or payer account number) in all wire transfers of SEC filing fees.
• Wire transfers are not instantaneous. The time required to process a wire transfer through the FEDWIRE system, from origination to receipt by US Bank, varies substantially. It is important that all filers discuss with their bank or wire transfer service their unique procedures and timing.
• The SEC advises filers to allow sufficient time to complete all transactions prior to submission of filings registering securities. These filings will not be accepted if the SEC has not received sufficient funds at the time of filing. Such filings include:
• Registration statements pursuant to 6(b) of the Securities Act of 1933 that provides for the registration of securities and mandates the receipt of the appropriate fee payment upon filing (e.g., filing submission types such as S-1, S-2, S-3, N-1A, N-2, F-1, F-2, and 24F-2NT); and
• Transactional filings pursuant to the Securities Exchange Act of 1934 (e.g., form types such as PRE CON, PREM14A* and PREM14C* (*except when filed by a registered investment company)).
• All filers are advised to obtain from their bank or wire transfer service the "FED" reference number of the wire transfer. Having this number can greatly facilitate tracing the funds if any problems do occur.
• If a wire transfer of SEC filing fees does not contain the required information in the proper format, the SEC may not be able to identify the payer and the acceptance of filings may be delayed. To ensure proper credit, it is critical that all required information be provided to the sending bank or wire transfer service. SEC data must be inserted in the proper fields. The most critical data are the SEC’s account number at US Bank and the SEC-assigned account number identified as the CIK number. For additional information on filing fee procedures, please refer to 17 CFR 202.3a, Instructions for Filing Fees. If you have any questions, please contact the Fee Account Services Branch in the Office of Financial Management at (202) 551-8989.
• Note: All fees are in $US

New FEDWIRE Field Tags and Terminology

Tag	Terminology	Format
{2000}	Transaction Dollar Amount – Total Wire Value (Example: $250.00 formatted is 000000025000)	Total wire amount, no commas or decimals. The last two positions of the transaction dollar amount are for cents. 12 positions total.
{3100}	Sending (Initiating) Bank's ABA Number and Sending (Initiating) Bank's Name	000123790 (9 positions) XYZ Bank
{3400}	ABA = American Bankers Association Receiving Bank's ABA Number and Receiving Bank's Name	081000210 (9 positions) US BANK
{4200}	Beneficiary Information (SEC's Account number at US Bank, which should always be 152307768324), Name of the beneficiary (which always should be Securities and Exchange Commission).	152307768324 Securities and Exchange Commission
{4320}	Reference to Beneficiary. Only use this field if the SEC registrant and the payor are different. In this field, the unique CIK number is used for the registrant. In this field, the initials "CIK" should be entered immediately followed by the registrant's CIK number.(If the registrant and payor are the same, use only the {6000} field.)	CIK9999999995
{5000}	Originator Information - Originating customer account number from sending bank, name of originating company address, city, state, and zip code.	12345 ABC CO 123 ABC PLAZA NEW YORK NY 10258
{6000}	Originator (Payor) to Beneficiary Information. This is the unique SEC identifier known as the CIK of the payor. Enter the initials "CIK" followed immediately by payor's CIK number.(If the registrant is not the payor, enter the registrant's CIK in the {4320} field, as shown above).	CIK9999999998

NOTE: The numeric tags displayed in bold contain the wire information that you provide to the banks and/or wire service sending the wire. Your bank and/or wire service or the Federal Reserve will automatically enter the required special characters where appropriate prior to sending the wire to US Bank..

Example and Description of the New Fedwire Format

Definition of New Fed Tag Values	New Fed Tag	Value
Transaction Dollar Amount (total wire value) with no decimal, no comma(s) (12 positions) (Example: $250.00 = 000000025000)	{2000}	000000025000
Sending Bank's ABA Number (9 positions), and Sending Bank's Name	{3100}	000123790 XYZ BANK
Receiving Bank's ABA Number (9 positions), and Receiving Bank's Name	{3400}	081000210 US BANK
Beneficiary Information (BNF) (SEC's Account Number at Mellon Bank) Beneficiary Name	{4200}	152307768324 Securities and Exchange Commission
Reference to Beneficiary (RFB) Registrant's SEC-assigned CIK number if payor and registrant are different. In this field, enter the initials "CIK" followed immediately by the SEC-assigned CIK number. (Do not use spaces, blanks, or special characters).	{4320}	CIK9999999995
Originator Information (ORG) Originating customer account number from sending bank; name of originating company; and originator's address, city, state, and zip code.	{5000}	12345 ABC CO 123 ABC PLAZA NEW YORK NY 10258
Originator to Beneficiary Information (OBI) used to identify the SEC CIK number of the payor. In this field, enter the initials as "CIK" followed immediately by the SEC-assigned CIK number. An example of this is CIK9999999998. (Do not use spaces, blanks, or special characters.)	{6000}	CIK9999999998

Examples

New Fedwire Format – Third Party Payor Submitting Payment for Filing. In this example:

ABC Company, CIK9999999998 is the payor having its wire payment submitted to US Bank and XYZ Company, CIK9999999995 is the registrant. See Tags {4320} (use when registrant and payor are not the same, and therefore have different CIK numbers) and {6000} (always payor's CIK).

New Fed Tag	Value
{2000}	000000025000
{3100}	000123790 XYZ BANK
{3400}	081000210 US BANK
{4200}	152307768324 SECURITIES AND EXCHANGE COMMISSION
{4320}	CIK9999999995
{5000}	12345 ABC CO 123 ABC PLAZA NEW YORK NY 10258
{6000}	CIK9999999998

New Fedwire Format – Registrant is the Payor. In this example:

JJJ CO, CIK9999999998 is the payor and the registrant; therefore, tag {4320} is not used. Tag {6000} contains the CIK information for payment to match with the right account at the SEC.

New Fed Tag	Value
{2000}	000000025000
{3100}	00034690 NEW BANK
{3400}	081000210 US BANK
{4200}	152307768324 SECURITIES AND EXCHANGE COMMISSION
{5000}	37774 JJJ CO 100 BIG PLAZA ALBANY NEW YORK NY 12714
{6000}	CIK9999999998

Instructions for Check Payments

To remit your SEC filing fee payment by check or money order, you must make them payable to the Securities and Exchange Commission, omitting the name or title of any official of the Commission. On the front of the check or money order, you must include the SEC's account number (152307768324) and CIK number of the account to which the fee is to be applied.

You must mail checks (certified or cashier's check) or money orders to the following U.S. Bank addresses. U.S. Bank does not support walk-in deliveries by individuals.

For USPS remittances, they MUST be sent to the following PO Box address.

    Securities & Exchange Commission
    P.O. Box 979081
    St. Louis, MO 63197-9000

The following address can be used for common carriers such as FedEx, Airborne, DHL, and UPS.

    U.S. Bank
    Government Lockbox 979081
    1005 Convention Plaza
    SL-MO-C2-GL
    St. Louis, MO 63101

SOURCE: http://www.sec.gov/info/edgar/fedwire-new.htm

How to Calculate Filing Fees

For the most up to date fee information, check the SEC page at http://www.sec.gov/info/edgar/feeamt.htm.

Effective December 31, 2007, the fee rate applicable to the registration of securities, repurchase of securities, proxy solicitations and statements in corporate control transactions will decrease to $39.30 per million. Full text of the SEC Press Release is included at http://sec.gov/news/press/2007/2007-270.htm.

EXAMPLE 1: Company A files a registration statement covering a proposed public offering of common stock and notes totaling $500 million. The 1933 Act fee for the registration statement is $19,650. The calculation is presented below.

total dollar amount being registered =	$500,000,000
fee calculation =	$500,000,000 x $0.0000393 = $19,650

EXAMPLE 2: Company B decides to amend its registration to raise an additional $250 million of common stock to the proposed offering. The additional 1933 Act fee required with the registration statement amendment is $9,825. The calculation is presented below.

header amount for common stock =	$250,000,000 common stock fee basis
fee calculation =	$250,000,000 x $0.0000393 = $9,825

Offsetting Fees

SEC regulations provide that only one fee is required for each transaction. In some instances, more than one SEC filing may be made with respect to a single transaction. EDGAR permits the issuer to offset the amount of fees due on a current filing with fees paid on a previous filing relating to the same transaction. An example of where a fee offset may be used appears below.

EXAMPLE: Company A will issue 2 million shares of its common stock to acquire all the outstanding 3 million shares of Company B. Only Company B shareholders will vote on the acquisition. Company A shares trade on the New York Stock Exchange at $23 per share and Company B shares trade on NASDAQ at $7-1/2 per share. When Company B files its preliminary proxy material (PREM14A) describing the proposed acquisition by Company A, Company B will need to pay a filing fee of $884.25.

To calculate the fee, first you need to determine the value of the securities to be received by the acquiring company, in this case, Company A. The value ($22,500,000) was calculated by multiplying the outstanding shares of Company B (3,000,000 shares) by the market price of Company B's stock ($7-1/2 per share). You then arrive at the amount of the required fee payment ($884.25) by multiplying the computed securities value amount by the fee rate of $39.30/million registered (0.000393).

When Company A subsequently files its Form S-4 registration statement to register the securities it intends to issue in the acquisition of Company B, it will be required to pay a fee totaling $884.25 . This amount is calculated by multiplying the computed securities value amount (which would remain at $22,500,000 assuming the market price of Company B common stock had not changed) by the fee rate of $126.7 for each million dollars registered. Company A can reduce (offset) the $2,850.75 required fee payment by the $884.25 amount that was previously paid with the preliminary proxy statement filed by Company B. Company A would then pay no additional fee with its registration statement.

When Company A filed the registration statement, it had to include Offset Payment tags in the header of their document. For the "AMOUNT" tag value, the company indicated the dollar amount of the fees already paid in the prior filing ($884.25). Also needed was the CIK of the filer/registrant (Company B) who previously paid the offset amount, the Form type (e.g., PREM14A) where the offsetting amount was paid, the file number of the PREM14A filing and the date on which the offsetting filing was accepted by the SEC.

If you have additional questions regarding SEC filings fees or the list of filings in which the fees were eliminated, please contact the Filer Support Fee Unit at +1.202.551.8989.

Instructions for Requesting Unused Money

All requests for unused monies must be submitted in writing on letterhead of the account holder to the SEC, Fee Account Services Branch, 6432 General Green Way, Mail Stop 0-6, Alexandria, VA 22312 or by fax at +1.703.914.2754. Requests submitted by e-mail are not acceptable. To ensure timely processing of your request, provide all of the following written information:

• Company or Individual Name
• Social Security number or Tax ID number
• SEC Account number (CIK number)
• Amount of refund in $US
• Justification for the refund (for example, duplicate payment, sent in error, statutory changes in law)
• Date of filing
• Amount and date submitted
• Method of payment (check or wire)
• Contact person and their phone number

To receive refund by wire, provide the following information:

• Name of institution
• 9 digit routing number (ABA#)
• Depositor’s account number
• Type of account (saving or checking)

To receive your refund by check, provide the following information:

• Company or Individual name
• Street address
• City, State, Zip Code

Other questions regarding the details of your account statement (for an account statement example, click here) will be addressed upon receipt of a written request only. You may submit these inquiries via fax to +1.703.914.2754 or by e-mail to ofisfeeunit@sec.gov. The SEC’s Office of Filings and Information Services is available for general questions on filing fees and unused money in accounts at +1.202.551.8989.