Client Alert

The SEC this week issued rules amending its procedures for fee payments and naming U.S. Bank, N.A. ("U.S. Bank") in St. Louis, Missouri to replace Mellon Bank, N.A. ("Mellon") as its designated lockbox depository for SEC filing fees effective February 4, 2008.¹ This client alert highlights the principal changes to these SEC rules:

For a print version of this client alert, please click here.

• Many of the fees imposed under federal securities laws have in the past been transmitted to Mellon as the SEC's lockbox depository. U.S. Bank will take over this role starting February 4, 2008. SEC filers should not submit payments to Mellon after February 1, 2008. As in the past, a filer does not need to establish an account at U.S. Bank in order to remit fees; rather, any bank or wire service may initiate wire transfers to the SEC's U.S. Bank account through the FEDWIRE system.
• The SEC's rules have also been amended to eliminate the distinction between "restricted" and "unrestricted" fees and to remove outdated procedures for the payment of fees, such as payment by mail directly to the SEC’s headquarters in Washington, D.C. and payment by hand delivery.
• The rules were also amended to clarify that payment may no longer be made by cash or personal check. Payment may be made by wire transfer, certified check, bank cashier’s check, United States postal money order or bank money order payable to the SEC.
• The amendments also clarify that deposit of money into a filing fee account does not constitute payment of a filing fee. Rather, payment of the fee occurs at the time the filing is made, simultaneously with the drawing down of the account balance. Issuers should be aware of this distinction and should take steps to ensure that fees are properly designated (e.g., with the SEC's account number and the payor's CIK number) and paid in order for filings to be timely made.

Contact Information

If you have any questions regarding these amendments, please contact Sudhir Shenoy, the principal drafter of this client alert, or you may contact the Womble Carlyle attorney with whom you usually work or one of our Corporate and Securities attorneys.

Note
¹ The SEC final rule regarding amendments to procedures for payments of fees may be found at http://www.sec.gov/rules/final/2008/33-8885.pdf (January 29, 2008). These amendments are reflected in the SEC's Informal and Other Procedures, which govern the payment of fees under the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940. Additional SEC filing fee instructions may be found at http://www.sec.gov/info/edgar/fedwire.htm.