EDGAR Filing Fee Modernization: Topics of Frequent Inquiry

On this page:

• Footnotes
• Fees To Be Paid and Fees Previously Paid--In general
• Currencies
• Multiple Rule References
• Offset Claim and Souce Presentation
• Technical Inquiries--Inline XBRL Fee Exhibits

Footnotes 

Filers historically have placed footnote numbers and letters in filing fee table cells and sometimes repeated the same number or letter in multiple cells. With Inline XBRL filing fee exhibits, each footnote number appears once with a single filing fee table line item, but its text may address multiple filing fee table line items and/or cells. See Filing Fee Interface Guide (PDF) Section 1.11 (Footnotes) for more information.

Fees To Be Paid and Fees Previously Paid – In General

Securities Act Registration Statements

Fees to Be Paid – Provide the information Table 1 requires for the line item “Fees to Be Paid” for securities to be registered for which filing fees have not already been paid in connection with the initial filing of the form or a pre-effective amendment.

Fees Previously Paid – Provide the information Table 1 requires for the line item “Fees Previously Paid” for securities to be registered for which filing fees already have been paid in connection with the initial filing of the registration or a pre-effective amendment.

Migration from Fees to be Paid to Fees Previously Paid – Typically, information that appears on an initial filing or pre-effective amendment in a “Fees to Be Paid” offering line will be required to appear in a “Fees Previously Paid” line in any later pre-effective amendment.

Exchange Act Schedules and Statements

Fees to Be Paid

Initial Filings - Provide the information Table 1 requires for the line item “Fees to Be Paid” for the total transaction valuation.

Amendments With Then-Current Transaction Valuation Higher Than the Highest Total Transaction Valuation Previously Reported – Provide the information Table 1 requires for the line item “Fees to Be Paid” for the incremental increase in transaction valuation.

Fees Previously Paid –  Provide the information Table 1 requires for the line item “Fees Previously Paid” for the prior initial filing or amendment that reflected a then-current total transaction valuation that was the highest total transaction valuation previously reported.

Migration from Fees to be Paid to Fees Previously Paid - Typically, information that appears on an initial filing or amendment in a “Fees to Be Paid” offering line will be required to appear in a “Fees Previously Paid” line in any later amendment.  

Currencies

Filing fees are computed using the US Dollar (USD). Contact the Division of Corporation Finance at (202) 551-3430 to inquire how to address foreign currencies in a specific scenario.

Multiple Rule References

Filers are expected and encouraged to specify a single rule per line in a fee table. Filers may use footnotes to further describe any relationships to other relevant, applicable rules.

Rule 457(f) –  For a fee calculated as specified in Rule 457(f), enter “457(a)”, “457(o)” or “Other”, as applicable, for the relevant offering lines in Table 1. Include the required Rule 457(f) fee details in a fee note to each applicable offering line. 

More information can be found on this topic in the Filing Fee Interface Guide Section 1.5 (Adding Offering Line(s) to Table 1: Newly Registered and Carry Forward Securities – Data Fields and Values for Rule 457(f)).

Rule 457(c) –  When relying on 457(c) to establish a bona fide estimate of the offering price for purposes of 457(a) filers should refer to 457(a) on the Offering line instead of “Other.”

Unallocated Universal Shelf (UUS) Offerings –  EDGAR and the FEPT will be updated prior to July 31, 2024, to allow filers to specify or select "Unallocated (Universal) Shelf" (UUS) when relying on Rule 457(o) in the structured filing fee exhibit attachments for Form F-10 (F-10, F-10/A, F-10EF) and post-effective amendments that are not immediately effective upon filing (POS AM).

More information can be found on UUS offerings in the Filing Fee Interface Guide Section 1.5.1 (Register New Securities on an Unallocated Basis in Reliance on Rule 457(o)) and the XBRL Guide Section 4.5.2 (Rule 457(o) Lines).

Narrative Disclosure Changes –  A post-effective amendment or final prospectus filed pursuant to Rule 424(b), in either case filed to provide required information about a specific transaction, must include as narrative (i.e., non-tabular) disclosure in the filing fee exhibit required by (i) Form S-3, F-3, SF-3, S-4, F-4, or N-2; or (ii) Rule 424(g) [17 CFR 230.424(g)], respectively, the maximum aggregate amount or maximum aggregate offering price of the securities to which the post-effective amendment or prospectus relates and each such prospectus must indicate in the exhibit that it is a final prospectus for the related offering.  A post-effective amendment or final prospectus that contains this narrative disclosure need not also include one or more “Calculation of Filing Fee Tables” unless one or more of the tables are otherwise required (e.g., where an update to the tables is required by Rule 456(b)(1)(ii) in connection with paying a deferred fee).

More information can be found on this topic in the Filing Fee Interface Guide Section 1.7 (Adding Narrative Disclosure).

Filing Fee Exhibit Presentation and Layout – Filers may use the FEPT to discover the formatting and layout capabilities of the filing fee exhibit in specific scenarios by entering the necessary data into FEPT and clicking “Preview” or “Generate” at the bottom of the screen and reviewing the results as a demonstration of proper formatting and layout of filing fee exhibits.

More information on the “Preview” and “Generate” functionalities can be found in the Filing Fee Interface Courtesy Guide Sections 1.16 (Previewing an EX-FILING FEES in Inline XBRL) and 1.17 (Generating the EX-FILING FEES in Inline XBRL), respectively.

Offset Claim and Source Presentation

Following is information for claiming offsets on a filing. For detailed information regarding the related data elements in the filing fee exhibit, refer to the EDGAR Filing Fee Interface Courtesy Guide Section 1.8 (Adding Offset Line(s) to Table 2: Fee Offsets Claims and Sources).  

Offset Claim and Source line – If claiming an offset of a previously paid fee against a currently due fee, provide the information Table 2 requires in at least one “Fee Offset Claims” line item and as many more as needed; and as many “Fee Offset Sources” line items as needed with respect to each “Fee Offset Claims” line item, rather than in a footnote.

If relying on Rule 457(p) to offset a previously paid fee against a currently due fee, provide the form-required statement of withdrawal, termination, or completion in a footnote to the related “Fee Offset Claims” line item.  

For more information, see EDGAR Filer Manual Vol. II Chapter 4 Section 7 (Offering Fees), XBRL Guide Section 4.6 (Offset Table), and EDGAR Filing Fee Interface Courtesy Guide Section 1.8 (Adding Offset Line(s) to Table 2: Fee Offsets Claims and Sources), and the instructions in specific forms, schedules and statements which generally appear under the heading “Calculation of Fling Fee Tables”.

Offsets relying on Rule 457(b) or Rule 0-11(a)(2) –  If relying on Rule 457(b) or Rule 0-11(a)(2) to offset some or all the filing fee due on a filing by amounts paid in connection with earlier filings (other than the form, schedule, or statement on which currently seeking to offset the filing fee due, unless pursuant to an applicable exception) relating to the same transaction, provide the following information:

Fee Offset Claims For each previously filed Securities Act registration statement or Exchange Act document relating to the same transaction from which a fee offset is being claimed, provide the information that Table 2 requires under the heading "Rules 457(b) and 0-11(a)(2)" for the line item "Fee Offset Claims." The “Fee Offset Claimed” column requires the dollar amount of the previously paid filing fee to be offset against the currently due fee.  If claiming an offset from a Securities Act registration statement, provide a detailed explanation of the basis for the claimed offset.

Fee Offset Sources With respect to amounts claimed as a fee offset under Rule 457(b) or Rule 0-11(a)(2), identify those submissions with contemporaneous fee payments that are the original source to which those amounts can be traced. For each submission identified, provide the information that Table 2 requires under the heading "Rules 457(b) and 0-11(a)(2)" for the line item "Fee Offset Sources." The “Fee Paid with Fee Offset Source” column requires the dollar amount of the contemporaneous fee payment made with respect to each identified submission that is the source of the fee offset claimed pursuant to Rule 457(b) or Rule 0-11(a)(2). The aggregate of the amounts reported in the “Fee Paid with Fee Offset Source” lines must be equal to or greater than the aggregate of the amounts reported in the related “Fee Offset Claimed” line.

Fee offsets presented on a filing should reflect all the offsets being claimed in connection with the transaction, regardless of whether any or all the offsets were previously listed on the initial filing and/or a prior amendment.

Offsets relying on 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 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 within the meaning of Rule 405), a majority-owned subsidiary of that registrant, or a parent that owns more than 50 percent of the registrant's outstanding voting securities.  

Fee Offset Claims: For each previously filed Securities Act registration statement from which the registrant is claiming a filing fee offset, provide the information Table 2 requires under the heading “Rule 457(p)” for the line item “Fee Offset Claims.” The “Fee Offset Claimed” column requires the dollar amount of the previously paid filing fee to be offset against the currently due fee.  Provide a statement that the registrant has either withdrawn each prior registration statement or has terminated or completed any offering that included the unsold securities under the prior registration statements.  If the currently filing registrant was not the registrant under the earlier registration statements, entering information under the heading “Rule 457(p)” under the applicable form instruction affirms that the currently filing registrant is the previously filing registrant’s successor, majority-owned subsidiary, or parent owning more than 50% of the registrant’s outstanding voting securities eligible to claim a filing fee offset.  

Fee Offset Sources: With respect to amounts claimed as a fee offset under Rule 457(p), identify those submissions with contemporaneous fee payments that are the original source to which those amounts can be traced. For each identified submission, provide the information Table 2 requires under the heading “Rule 457(p) for the line item “Fee Offset Sources.” The “Fee Paid with Fee Offset Source” column requires the dollar amount of the contemporaneous fee payment made with respect to each identified submission that is the source of the fee offset claimed pursuant to Rule 457(p). The aggregate of the amounts reported in the “Fee Paid with Fee Offset Source” lines must be equal to or greater than the aggregate of the amounts reported in the related “Fee Offset Claimed” line.

Fee offsets presented on a filing should reflect all the offsets being claimed in connection with the transaction, regardless of whether any or all the offsets were previously listed on the initial filing and/or a prior amendment. 

Technical Inquiries – Inline XBRL Fee Exhibits

Which Transformation Registry is used?
Transformation Registry 5 (TR5). A list of transformation registries is available at https://www.sec.gov/info/edgar/ixbrl-transform-registries.json

Is the scale attribute required for numeric values?
Scale attribute is not required since the raw values are given.

Are the values of the XBRL decimals attribute considered when validating a summation of numeric values against a reported value?
Validations on a Fee Exhibit instance, as for example in the EDGAR XBRL Guide Section 4.5.9 (Rule 457(f) Lines) validation FeeNoteMaxAggtOfferingPric = ValSctiesRcvd + CshRcvdByRegistrantInTx – CshPdByRegistrantInTxr, is independent of XBRL calculation inconsistency checking and all numeric amounts may be reported with decimals attribute INF.

Is the footnote reference column mandatory?
Footnotes may be mandatory depending on the filing Rule being used and other factors. The footnote column should be included in filing fee exhibits when footnotes are mandatory for a particular filing. Refer to the EDGAR XBRL Guide for information on which rules require footnotes. Note: Footnotes in the filing fee exhibit are tagged as XBRL facts, not as XBRL footnotes. See XBRL 2.1 specification section 4.11 for details.

Is there test sample data which can be used for testing?
Sample exhibits are provided with the EDGARLink Online technical specifications. Additional samples are available in the conformance test suite. Filing fee exhibit samples are available under conf/filing-fee-exhibit (https://www.sec.gov/structureddata/osdinteractivedatatestsuite)

Is there an API available for filing fee data validation?
EDGAR does not offer an API for filing fee data validation.

About filing fee modernization

The SEC adopted the Filing Fee Disclosure and Payment Methods Modernization rule on October 13, 2021 (Release No. 33-10997), amending most fee-bearing forms, schedules, statements, and related rules to require that each filing fee table and any accompanying disclosures include all required information for fee calculation in a structured format using XBRL.  These amendments aim to improve filing fee preparation, disclosure, validation, assessment, and collection processes. Information filed as part of the inline XBRL exhibit will facilitate automated validation and quality checks.