Securities Act Release No. 5229

Exchange Act Release No. 9465

Holding Company Act Release No. 17435

Investment Advisers Act Release No. 306

Investment Company Act Release No. 6959

January 25, 1972

ADOPTION OF FEE SCHEDULE FOR CERTAIN FILINGS AND SERVICES UNDER THE SECURITIES ACT OF 1933, THE SECURITIES EXCHANGE ACT OF 1934, THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, THE INVESTMENT ADVISERS ACT OF 1940 AND THE INVESTMENT COMPANY ACT OF 1940 AND PROPOSED AMENDMENT OF RULE 457 OF THE SECURITIES ACT OF 1933

The Securities and Exchange Commission has adopted a fee schedule for certain filings and services under the Securities Act of 1933, the Securities Exchange Act of 1934, the Public Utility Holding Company Act of 1935, the Investment Advisers Act of 1940 and the Investment Company Act of 1940. Fees will be charged for certain filings and services under these Acts where no charges have previously been made, and there will be no refund of any fees. Rule 457 under the Securities Act of 1933 has been amended to provide that no refund of the Securities Act registration fee will be made once the registration statement has been filed. Notice of the proposed action was published September 13, 1971 in Securities Act Release No. 5190.

The rules impose the following fees and charges:

Securities Act of 1933

1. Notifications and other exemptive filings under Section 3(b) of the Securities Act of 1933, except for the notice required by Rule 237--$100 per offering.

Securities Exchange Act of 1934

2. Registration pursuant to Section 12 of the Securities Exchange Act of 1934 of securities traded on exchanges and in the over-the-counter market--$250 per filing.

3. Annual reports under Section 13 or 15(d) of the Securities Exchange Act of 1934--$250 per filing.

4. Proxy and information statements filed pursuant to Section 14(a) or (c) of the Securities Exchange Act of 1934--from $125 to $1,000. For details see infra.

5. Acquisition or tender offer statements filed pursuant to Section 13(d) or 14(d) of the Securities Exchange Act of 1934--$100 per filing.

Public Utility Holding Company Systems

6. Annual Report by Public Utility Hold-Companies pursuant to Section 14 of the Public Utility Holding Company Act of 1935 and Annual Reports by Mutual Service Companies pursuant to Section 13(c) of the Public Utility Holding Company Act of 1935--$250 per report.

7. Application, declaration, or exemption statement filed pursuant to the Public Utility Holding Company Act of 1935--$2,000 per application, declaration or exemption statement.

Investment Advisers

8. Registration pursuant to Section 203(b) of the Investment Advisers Act of 1940--$150 per filing.

9. Assessment for Investment Advisers registered with the Commission under the Investment Advisers Act of 1940--$100 annually.

Investment Companies

10. Registration pursuant to Section 8(b) of the Investment Company Act of 1940--$1,000 per filing.

11. Annual report filed pursuant to Section 30(a) of the Investment Company Act of 1940--$250 per filing.

12. Application under the Investment Company Act of 1940--$500 per application.

13. Proxy consent and authorization material filed pursuant to Section 20(a) of the Investment Company Act of 1940--$125 per filing.

No refunds of any of the above fees is permitted. Foreign issuers will pay the same fee as domestic issuers.

The text of the amendments follows:

Securities Act of 1933

Pursuant to Title V of the Independent Offices Appropriations Act, 1952, and Section 19(a) of the Securities Act of 1933, the General Rules and Regulations under the Securities Act of 1933 are amended as follows:

1. Rule 457(a) is amended as follows:

"(a) If a filing fee based on a bona fide estimate of the maximum offering price, computed in accordance with this rule where applicable, has been paid, no additional filing fee shall be required as a result of changes in the proposed offering price. If the number of shares or other units of securities, or the principal amount of debt securities, to be offered is increased by an amendment filed prior to the effective date of the registration statement, an additional filing fee, computed on the basis of the offering price of the additional securities, shall be paid. There will be no refund once the statement is filed."

2. Rule 236(a) is amended by adding the following sentence:

"At the time of filing this information, the applicant shall pay to the Commission a fee of $100, no part of which shall be refunded."

3. A new sentence is added to Rule 255(b) to read as follows:

"At the time of filing a notification, the applicant shall pay to the Commission at the Regional Office where the notification is filed, a fee of $100, no part of which shall be refunded."

4. A new sentence is added to the first paragraph of Rule 330 which reads as follows:

"At the time of filing the offering sheet, the applicant shall pay to the Commission a fee of $100, no part of which shall be refunded."

5. Rule 604(a) is amended to include a sentence to read as follows:

"At the time of filing the notification, the applicant shall pay to the Commission a fee of $100, no part of which shall be refunded."

6. Rule 652 is amended to include the following sentence after the first sentence of the rule:

"At the time of filing the notification, the applicant shall pay to the Commission a fee of $100, no part of which shall be refunded."

7. The caption of Article 2 of the General Rules and Regulations is amended to read "Rules of General Application". The following new Rule 111 is added immediately after Rule 110.

"Rule 111--Payment of Fees

All payments of fees for registration statements under the Act shall be made in cash or by United States postal money order, certified check, bank cashier's check or bank money order payable to the Securities and Exchange Commission, omitting the name or title of any official of the Commission. In addition, all other filing fees may be paid by personal check. There will be no refunds."

8. Rule 458 is hereby rescinded.

Fee for Certain Filings Under the Securities Exchange Act of 1934

Pursuant to Title V of the Independent Offices Appropriations Act, 1952, and Section 23(a) of the Securities Exchange Act of 1934, the General Rules and Regulations under the Securities Exchange Act of 1934 are amended as follows:

1. A new Rule 12b-7 is added as follows:

"Rule 12b-7 Filing Fee.  At the time of filing the registration statement, the registrant shall pay to the Commission a fee of $250, no part of which shall be refunded."

2. Rule 13a-1 is amended by adding the following sentence:

"At the time of filing the annual report, a registrant other than a person registered under the Public Utility Holding Company Act of 1935 or the Investment Company Act of 1940 shall pay to the Commission a fee of $250, no part of which shall be refunded."

3. Rule 13d-1 is amended by adding the following sentence:

"At the time of filing the statement, the person making the filing shall pay to the Commission a fee of $100, no part of which shall be refunded."

4. Rule 14a-6 is amended by adding a new subsection, subsection (i) to read as follows:

"At the time of filing the preliminary proxy solicitation material, the persons upon whose behalf the solicitation is made, other than companies registered under the Investment Company Act of 1940, or where an application or declaration under the Public Utility Holding Company Act of 1935 is involved, shall pay to the Commission the following applicable fee:  (1) for preliminary proxy material which solicits proxies for election of directors or other business for which a stockholder vote is necessary, but apparently no controversy is involved, a fee of $125; (2) for proxy material where a contest as set forth in Rule 14a-11 is involved a fee of $500 from each party to the controversy; and (3) for proxy material involving acquisitions or mergers, a fee of $1,000. Where both companies involved in the acquisition or merger must file proxy material with the Commission, each shall pay $500 of the fee. There shall be no refunds."

5. Rule 14c-5(a) is amended by adding the following sentence:

 "At the time of filing the preliminary information statement, the issuer shall pay to the Commission a fee of $125, no part of which shall be refunded."

6. Rule 14d-4 is amended to include a new subsection, subsection (d) to read as follows:

"(d)  At the time of filing of the statement the persons making the filing shall pay to the Commission a fee of $100, no part of which shall be refunded."

7. Rule 15d-1 is amended by adding the following sentence:

"At the time of filing the annual report, the registrant other than a person registered under the Public Utility Holding Company Act of 1935 or the Investment Company Act of 1940 shall pay to the Commission a fee of $250, no part of which shall be refunded."

8. The following new rule, Rule 0-9, is added to the Rules and Regulations under the Securities Exchange Act of 1934.

Rule 0-9  Payment of Fees

"All payment of fees shall be made in cash, certified check, personal check or by United States postal money order, bank cashier's check or bank money order payable to the Securities and Exchange Commission, omitting the name or title of any official of the Commission."

Fees Under the Public Utility Holding Company Act of 1935

Pursuant to Title V of the Independent Offices Appropriations Act, 1952, and Section 20 of the Public Utility Holding Company Act of 1935, the General Rules and Regulations under the Public Utility Holding Company Act of 1935 are amended as follows:

1. Rule 1 is amended by adding the following subsection:

"(d)  At the time of filing Form U5S every registered holding company shall pay to the Commission a fee of $250, no part of which shall be refunded."

2. Rule 94 is amended by adding the following sentence:

"At the time of filing Form U-13-60 every mutual service or subsidiary service company filing such form shall pay to the Commission a fee of $250, no part of which shall be refunded."

3. A new Rule 106 is added as follows:

"Rule 106 Fees.  At the time of filing any application or declaration or exemption statement under the Act the person or persons making such filing shall pay to the Commission a total fee of $2,000, provided, however, if an initial exemption statement has been filed, there shall be paid a fee to the Commission of $500 at the time of the filing of each subsequent exemption statement. A post-effective amendment to any application or declaration shall be considered a separate application or declaration if (a) the subject of such post-effective amendment involves a different transaction than that for which authorization was initially requested, (b) if the post-effective amendment is filed more than two years after the original filing or (c) if the post-effective amendment requests an extension of time more than two years from that granted in the original order. There shall be no refunds."

4. A new Rule 107 is added as follows:

"Rule 107 Payment of Fees

All payment of fees shall be made in cash, certified check, personal check or by United States postal money order, bank cashier's check or bank money order payable to the Securities and Exchange Commission, omitting the name or title of any official of the Commission."

Fees under the Investment Advisers Act of 1940

Pursuant to Title V of the Independent Offices Appropriations Act, 1952, and Sections 203, 204 and 211 of the Investment Advisers Act of 1940, the General Rules and Regulations under the Investment Advisers Act of 1940 are amended as follows:

"Rule 203-3--Fees for Registration and Applicants:

(a)  At the time of filing by an investment adviser of an application for registration under the Act, the applicant shall pay to the Commission a fee of $150, no part of which shall be refunded.

(b)  Every registered investment adviser shall pay a $100 assessment annually to the Commission while its registration is effective. Such assessment must be paid by each registrant by January 31 of the year following the end of the calendar year in which the investment adviser has been registered, provided, however, for the year 1971 the fee shall be paid not later than April 1, 1972. No part of this assessment will be refunded.

(c)  All payments of fees shall be made in cash, certified check, personal check or by United States postal money orders, bank cashier's check or bank money order payable to the Securities and Exchange Commission, omitting the name or title of officials of the Commission."

Fees under the Investment Company Act of 1940

Pursuant to Title V of the Independent Offices Appropriations Act, 1952, and Section 38(a) of the Investment Company Act of 1940, the General Rules and Regulations under the Investment Company Act of 1940 are amended as follows:

1. Rule 0-5 is amended by adding the following subsection:

"(d)  At the time of filing an application under the Act, the applicant or applicants shall pay to the Commission a total fee of $500, no part of which shall be refunded; however, this fee shall not be applicable to applications for deregistration of an investment company pursuant to Section 8(f) of the Investment Company Act if such company has assets of less than $100,000."

2. A new Rule 0-8 is added as follows:

"Rule 0-8 Payment of Fees

All payment of fees shall be made in cash, certified check, personal check or by United States postal money order, bank cashier's check or bank money order payable to the Securities and Exchange Commission, omitting the name or title of any official of the Commission."

3. A new Rule 8b-6 is added as follows:

"Rule 8b-6. Fee for Registration

At the time of filing of a registration statement pursuant to Section 8(b) of the Act by any registered investment company such company filing such statement shall pay to the Commission a fee of $1,000, no part of which shall be refunded."

4. Rule 20a-1 is amended by adding the following subsection:

"(c)  In lieu of the fees specified in Rule 14a-6 of the General Rules and Regulations under the Securities Exchange Act of 1934, at the time of filing the preliminary solicitation material, the person upon whose behalf the solicitation is made shall pay to the Commission a fee of $125, no part of which shall be refunded."

5. Rule 30a-1 is amended by adding the following sentence:

"At the time of filing such annual report, the registered investment company shall pay to the Commission a fee of $250, no part of which shall be refunded."

The foregoing action which was taken pursuant to Title V of the Independent Offices Appropriations Act, 1952, and particularly Section 19(a) of the Securities Act of 1933, Section 23(a) of the Securities Exchange Act of 1934, Section 20 of the Public Utility Holding Company Act of 1935, Sections 203, 204 and 211 of the Investment Advisers Act of 1940 and Section 38(a) of the Investment Company Act of 1940, shall be effective as of March 1, 1972.

By the Commission.