15 U.S.C. § 78ee — Transaction fees

Page 465 TITLE 15—COMMERCE AND TRADE § 78ee 1 See Adjustment of Transaction Fee Rate notes below. associated with contract performance or in- spections related to transit of goods across country; (iv) providing phone service, power and water supply, loading and unloading cargo, or protecting perishable products or com- modities from deterioration; or (v) actions of a similar nature. (B) The term ‘‘routine governmental action’’ does not include any decision by a foreign offi- cial whether, or on what terms, to award new business to or to continue business with a par- ticular party, or any action taken by a foreign official involved in the decision-making proc- ess to encourage a decision to award new busi- ness to or continue business with a particular party. (5) The term ‘‘interstate commerce’’ means trade, commerce, transportation, or commu- nication among the several States, or between any foreign country and any State or between any State and any place or ship outside there- of, and such term includes the intrastate use of— (A) a telephone or other interstate means of communication, or (B) any other interstate instrumentality. (Pub. L. 95–213, title I, § 104A, as added Pub. L. 105–366, § 4, Nov. 10, 1998, 112 Stat. 3306.) Editorial Notes CODIFICATION Section was enacted as part of Pub. L. 95–213, the For- eign Corrupt Practices Act of 1977, and not as part of act June 6, 1934, ch. 404, 48 Stat. 881, the Securities Ex- change Act of 1934, which comprises this chapter. § 78ee. Transaction fees (a) Recovery of costs of annual appropriation The Commission shall, in accordance with this section, collect transaction fees and assessments that are designed to recover the costs to the Government of the annual appropriation to the Commission by Congress. (b) Exchange-traded securities Subject to subsection (j), each national securi- ties exchange shall pay to the Commission a fee at a rate equal to $15 1 per $1,000,000 of the aggre- gate dollar amount of sales of securities (other than bonds, debentures, other evidences of in- debtedness, security futures products, and op- tions on securities indexes (excluding a narrow- based security index)) transacted on such na- tional securities exchange. (c) Off-exchange trades of exchange registered and last-sale-reported securities Subject to subsection (j), each national securi- ties association shall pay to the Commission a fee at a rate equal to $15 1 per $1,000,000 of the ag- gregate dollar amount of sales transacted by or through any member of such association other- wise than on a national securities exchange of securities (other than bonds, debentures, other evidences of indebtedness, security futures prod- ucts, and options on securities indexes (exclud- ing a narrow-based security index)) registered on a national securities exchange or subject to prompt last sale reporting pursuant to the rules of the Commission or a registered national secu- rities association. (d) Assessments on security futures transactions Each national securities exchange and na- tional securities association shall pay to the Commission an assessment equal to $0.009 for each round turn transaction (treated as includ- ing one purchase and one sale of a contract of sale for future delivery) on a security future traded on such national securities exchange or by or through any member of such association otherwise than on a national securities ex- change, except that for fiscal year 2007 and each succeeding fiscal year such assessment shall be equal to $0.0042 for each such transaction. (e) Dates for payments The fees and assessments required by sub- sections (b), (c), and (d) of this section shall be paid— (1) on or before March 15, with respect to transactions and sales occurring during the period beginning on the preceding September 1 and ending at the close of the preceding De- cember 31; and (2) on or before September 25, with respect to transactions and sales occurring during the period beginning on the preceding January 1 and ending at the close of the preceding Au- gust 31. (f) Exemptions The Commission, by rule, may exempt any sale of securities or any class of sales of securi- ties from any fee or assessment imposed by this section, if the Commission finds that such ex- emption is consistent with the public interest, the equal regulation of markets and brokers and dealers, and the development of a national mar- ket system. (g) Publication The Commission shall publish in the Federal Register notices of the fee and assessment rates applicable under this section for each fiscal year not later than 30 days after the date on which an Act making a regular appropriation to the Com- mission for such fiscal year is enacted, together with any estimates or projections on which such fees are based. (h) Pro rata application The rates per $1,000,000 required by this sec- tion shall be applied pro rata to amounts and balances of less than $1,000,000. (i) Deposit of fees (1) Offsetting collections Fees collected pursuant to subsections (b), (c), and (d) for any fiscal year— (A) shall be deposited and credited as off- setting collections to the account providing appropriations to the Commission; and (B) except as provided in subsection (k), shall not be collected for any fiscal year ex- cept to the extent provided in advance in ap- propriation Acts. (2) General revenues prohibited No fees collected pursuant to subsections (b), (c), and (d) for fiscal year 2002 or any suc- Page 466 TITLE 15—COMMERCE AND TRADE § 78ee ceeding fiscal year shall be deposited and cred- ited as general revenue of the Treasury. (j) Adjustments to fee rates (1) Annual adjustment Subject to subsections (i)(1)(B) and (k), for each fiscal year, the Commission shall by order adjust each of the rates applicable under subsections (b) and (c) for such fiscal year to a uniform adjusted rate that, when applied to the baseline estimate of the aggregate dollar amount of sales for such fiscal year, is reason- ably likely to produce aggregate fee collec- tions under this section (including assess- ments collected under subsection (d) of this section) that are equal to the regular appro- priation to the Commission by Congress for such fiscal year. (2) Mid-year adjustment Subject to subsections (i)(1)(B) and (k), for each fiscal year, the Commission shall deter- mine, by March 1 of such fiscal year, whether, based on the actual aggregate dollar volume of sales during the first 5 months of such fiscal year, the baseline estimate of the aggregate dollar volume of sales used under paragraph (1) for such fiscal year is reasonably likely to be 10 percent (or more) greater or less than the actual aggregate dollar volume of sales for such fiscal year. If the Commission so deter- mines, the Commission shall by order, no later than March 1, adjust each of the rates applica- ble under subsections (b) and (c) for such fiscal year to a uniform adjusted rate that, when ap- plied to the revised estimate of the aggregate dollar amount of sales for the remainder of such fiscal year, is reasonably likely to produce aggregate fee collections under this section (including fees collected during such five-month period and assessments collected under subsection (d) of this section) that are equal to the regular appropriation to the Com- mission by Congress for such fiscal year. In making such revised estimate, the Commis- sion shall, after consultation with the Con- gressional Budget Office and the Office of Management and Budget, use the same meth- odology required by subsection (l). (3) Review In exercising its authority under this sub- section, the Commission shall not be required to comply with the provisions of section 553 of title 5. An adjusted rate prescribed under para- graph (1) or (2) and published under subsection (g) shall not be subject to judicial review. (4) Effective date (A) Annual adjustment Subject to subsections (i)(1)(B) and (k), an adjusted rate prescribed under paragraph (1) shall take effect on the later of— (i) the first day of the fiscal year to which such rate applies; or (ii) 60 days after the date on which an Act making a regular appropriation to the Commission for such fiscal year is enacted. (B) Mid-year adjustment An adjusted rate prescribed under para- graph (2) shall take effect on April 1 of the fiscal year to which such rate applies. (k) Lapse of appropriation If on the first day of a fiscal year a regular ap- propriation to the Commission has not been en- acted, the Commission shall continue to collect (as offsetting collections) the fees and assess- ments under subsections (b), (c), and (d) at the rate in effect during the preceding fiscal year, until 60 days after the date such a regular appro- priation is enacted. (l) Baseline estimate of the aggregate dollar amount of sales The baseline estimate of the aggregate dollar amount of sales for any fiscal year is the base- line estimate of the aggregate dollar amount of sales of securities (other than bonds, debentures, other evidences of indebtedness, security futures products, and options on securities indexes (ex- cluding a narrow-based security index)) to be transacted on each national securities exchange and by or through any member of each national securities association (otherwise than on a na- tional securities exchange) during such fiscal year as determined by the Commission, after consultation with the Congressional Budget Of- fice and the Office of Management and Budget, using the methodology required for making pro- jections pursuant to section 907 of title 2. (m) Transmittal of Commission budget requests (1) Budget required For fiscal year 2012, and each fiscal year thereafter, the Commission shall prepare and submit a budget to the President. Whenever the Commission submits a budget estimate or request to the President or the Office of Man- agement and Budget, the Commission shall concurrently transmit copies of the estimate or request to the Committee on Appropria- tions of the Senate, the Committee on Appro- priations of the House of Representatives, the Committee on Banking, Housing, and Urban Affairs of the Senate, and the Committee on Financial Services of the House of Representa- tives. (2) Submission to Congress The President shall submit each budget sub- mitted under paragraph (1) to Congress, in unaltered form, together with the annual budget for the Administration submitted by the President. (3) Contents The Commission shall include in each budg- et submitted under paragraph (1)— (A) an itemization of the amount of funds necessary to carry out the functions of the Commission. (B) an amount to be designated as contin- gency funding to be used by the Commission to address unanticipated needs; and (C) a designation of any activities of the Commission for which multi-year budget au- thority would be suitable. (June 6, 1934, ch. 404, title I, § 31, 48 Stat. 904; Mar. 17, 1944, ch. 101, 58 Stat. 117; Pub. L. 94–29, § 22, June 4, 1975, 89 Stat. 162; Pub. L. 104–290, title IV, § 405(a), Oct. 11, 1996, 110 Stat. 3442; Pub. L. 105–353, title III, § 301(b)(14), Nov. 3, 1998, 112 Stat. 3236; Pub. L. 106–554, § 1(a)(5) [title II, Page 467 TITLE 15—COMMERCE AND TRADE § 78ee § 206(f)], Dec. 21, 2000, 114 Stat. 2763, 2763A–432; Pub. L. 107–123, §§ 2, 3, Jan. 16, 2002, 115 Stat. 2390; Pub. L. 111–203, title IX, § 991(a)(1), (d)(1), July 21, 2010, 124 Stat. 1950, 1954.) Editorial Notes AMENDMENTS 2010—Subsec. (a). Pub. L. 111–203, § 991(a)(1)(A), added subsec. (a) and struck out former subsec. (a). Prior to amendment, text read as follows: ‘‘The Commission shall, in accordance with this section, collect trans- action fees and assessments that are designed to re- cover the costs to the Government of the supervision and regulation of securities markets and securities pro- fessionals, and costs related to such supervision and regulation, including enforcement activities, policy and rulemaking activities, administration, legal serv- ices, and international regulatory activities.’’ Subsec. (e)(2). Pub. L. 111–203, § 991(a)(1)(B), sub- stituted ‘‘September 25’’ for ‘‘September 30’’. Subsec. (g). Pub. L. 111–203, § 991(a)(1)(C), substituted ‘‘30 days after the date on which an Act making a reg- ular appropriation to the Commission for such fiscal year is enacted’’ for ‘‘April 30 of the fiscal year pre- ceding the fiscal year to which such rate applies’’. Subsec. (j). Pub. L. 111–203, § 991(a)(1)(D), added sub- sec. (j) and struck out former subsec. (j) which related to recapture of projection windfalls for further rate re- ductions. Subsec. (k). Pub. L. 111–203, § 991(a)(1)(E), substituted ‘‘60 days’’ for ‘‘30 days’’. Subsec. (l). Pub. L. 111–203, § 991(a)(1)(F), substituted ‘‘Baseline estimate of the aggregate dollar amount of sales’’ for ‘‘Definitions’’ in heading and struck out in- troductory provisions ‘‘For purposes of this section:’’, par. (2) designation and heading ‘‘Baseline estimate of the aggregate dollar amount of sales’’, and par. (1) which provided table of target offsetting collection amounts for fiscal years 2002 through 2011. Subsec. (m). Pub. L. 111–203, § 991(d)(1), added subsec. (m). 2002—Subsec. (b). Pub. L. 107–123, § 3(a)(1), substituted ‘‘Subject to subsection (j), each’’ for ‘‘Every’’ and struck out at end ‘‘Fees collected pursuant to this sub- section shall be deposited and collected as general rev- enue of the Treasury.’’ Pub. L. 107–123, § 2(1)–(3), substituted ‘‘$15 per $1,000,000’’ for ‘‘1⁄300 of one percent’’ and ‘‘security fu- tures products, and options on securities indexes (ex- cluding a narrow-based security index)’’ for ‘‘and secu- rity futures products’’ and struck out ‘‘, except that for fiscal year 2007 or any succeeding fiscal year such rate shall be equal to 1⁄800 of one percent of such aggregate dollar amount of sales’’ before period at end of first sentence. Subsec. (c). Pub. L. 107–123, § 3(a)(3), redesignated sub- sec. (d) as (c), substituted ‘‘Off-exchange trades of ex- change registered and last-sale-reported securities’’ for ‘‘Off-exchange trades of last-sale-reported securities’’ in subsec. heading, struck out par. (1) heading, sub- stituted ‘‘Subject to subsection (j), each national secu- rities’’ for ‘‘Each national securities’’, inserted ‘‘reg- istered on a national securities exchange or’’ after ‘‘narrow-based security index))’’, struck out ‘‘, excluding any sales for which a fee is paid under sub- section (c) of this section’’ after ‘‘national securities association’’, and struck out pars. (2) and (3), which re- lated to deposit of fees and lapse of appropriations. Pub. L. 107–123, § 3(a)(2), struck out heading and text of former subsec. (c). Text read as follows: ‘‘Each na- tional securities association shall pay to the Commis- sion a fee at a rate equal to 1⁄300 of one percent of the aggregate dollar amount of sales transacted by or through any member of such association otherwise than on a national securities exchange of securities registered on such an exchange (other than bonds, de- bentures, other evidences of indebtedness, and security futures products), except that for fiscal year 2007 or any succeeding fiscal year such rate shall be equal to 1⁄800 of one percent of such aggregate dollar amount of sales. Fees collected pursuant to this subsection shall be de- posited and collected as general revenue of the Treas- ury.’’ Pub. L. 107–123, § 2(1),(2), (4), which directed that sub- sec. (d) be amended by substituting ‘‘$15 per $1,000,000’’ for ‘‘1⁄300 of one percent’’ and ‘‘security futures prod- ucts, and options on securities indexes (excluding a narrow-based security index)’’ for ‘‘and security futures products’’, and striking out ‘‘, except that for fiscal year 2007, or any succeeding fiscal year, such rate shall be equal to 1⁄800 of one percent of such aggregate dollar amount of sale’’ before period at end of par. (1), was ex- ecuted by making the amendment in subsec. (c), to re- flect the probable intent of Congress and the amend- ment by Pub. L. 107–123, § 3(a)(3), which redesignated subsec. (d) as (c). See above. Subsec. (d). Pub. L. 107–123, § 3(a)(4), (6), redesignated subsec. (e) as (d) and substituted ‘‘except that for fiscal year 2007 and each succeeding fiscal year such assess- ment shall be equal to $0.0042 for each such trans- action’’ for ‘‘except that for fiscal year 2007 or any suc- ceeding fiscal year such assessment shall be equal to $0.0075 for each such transaction. Assessments collected pursuant to this subsection shall be deposited and col- lected as general revenue of the Treasury’’. Former subsec. (d) redesignated (c). Pub. L. 107–123, § 2(5), which directed that subsec. (e) be amended by substituting ‘‘$0.009’’ for ‘‘$0.02’’, was ex- ecuted by making the amendment in subsec. (d), to re- flect the probable intent of Congress and the amend- ment by Pub. L. 107–123, § 3(a)(4), (6) which redesignated subsec. (e) as (d). See above. Subsec. (e). Pub. L. 107–123, § 3(a)(5), (6), redesignated subsec. (f) as (e) and substituted ‘‘Dates for payments’’ for ‘‘Dates for payment of fees’’ in heading and ‘‘The fees and assessments required’’ for ‘‘The fees required’’ in introductory provisions. Former subsec. (e) redesig- nated (d). Subsec. (f). Pub. L. 107–123, § 3(a)(6), redesignated sub- sec. (g) as (f). Former subsec. (f) redesignated (e). Subsec. (g). Pub. L. 107–123, § 3(a)(6), (b)(2), redesig- nated subsec. (h) as (g) and inserted before period at end ‘‘not later than April 30 of the fiscal year preceding the fiscal year to which such rate applies, together with any estimates or projections on which such fees are based’’. Former subsec. (g) redesignated (f). Subsec. (h). Pub. L. 107–123, § 3(a)(6), redesignated sub- sec. (i), as enacted by Pub. L. 107–123, § 2(6), as (h). See below. Former subsec. (h) redesignated (g). Subsec. (i). Pub. L. 107–123, § 3(a)(7), added subsec. (i). Pub. L. 107–123, § 2(6), added subsec. (i). Subsecs. (j) to (l). Pub. L. 107–123, § 3(b)(1), added sub- secs. (j) to (l). 2000—Subsec. (a). Pub. L. 106–554, § 1(a)(5) [title II, § 206(f)(1)], inserted ‘‘and assessments’’ after ‘‘fees’’. Subsecs. (b), (c), (d)(1). Pub. L. 106–554, § 1(a)(5) [title II, § 206(f)(2)], substituted ‘‘other evidences of indebted- ness, and security futures products’’ for ‘‘and other evi- dences of indebtedness’’. Subsec. (e). Pub. L. 106–554, § 1(a)(5) [title II, § 206(f)(6)], added subsec. (e). Former subsec. (e) redesig- nated (f). Subsec. (f). Pub. L. 106–554, § 1(a)(5) [title II, § 206(f)(5)], redesignated subsec. (e) as (f). Former subsec. (f) redes- ignated (g). Pub. L. 106–554, § 1(a)(5) [title II, § 206(f)(3)], inserted ‘‘or assessment’’ after ‘‘fee’’. Subsec. (g). Pub. L. 106–554, § 1(a)(5) [title II, § 206(f)(5)], redesignated subsec. (f) as (g). Former sub- sec. (g) redesignated (h). Pub. L. 106–554, § 1(a)(5) [title II, § 206(f)(4)], inserted ‘‘and assessment’’ after ‘‘fee’’. Subsec. (h). Pub. L. 106–554, § 1(a)(5) [title II, § 206(f)(5)], redesignated subsec. (g) as (h). 1998—Subsec. (a). Pub. L. 105–353 substituted ‘‘this section’’ for ‘‘this subsection’’. 1996—Pub. L. 104–290 reenacted section catchline without change and amended text generally. Prior to Page 468 TITLE 15—COMMERCE AND TRADE § 78ee amendment, text read as follows: ‘‘Every national secu- rities exchange shall pay to the Commission on or be- fore March 15 of each calendar year a fee in an amount equal to one three-hundredths of 1 per centum of the aggregate dollar amount of the sales of securities (other than bonds, debentures, and other evidences of indebtedness) transacted on such national securities exchange during each preceding calendar year to which this section applies. Every registered broker and dealer shall pay to the Commission on or before March 15 of each calendar year a fee in an amount equal to one three-hundredths of 1 per centum of the aggregate dol- lar amount of the sales of securities registered on a na- tional securities exchange (other than bonds, deben- tures, and other evidences of indebtedness) transacted by such broker or dealer otherwise than on such an ex- change during each preceding calendar year: Provided, however, That no payment shall be required for any cal- endar year in which such payment would be less than one hundred dollars. The Commission, by rule, may ex- empt any sale of securities or any class of sales of secu- rities from any fee imposed by this section, if the Com- mission finds that such exemption is consistent with the public interest, the equal regulation of markets and brokers and dealers, and the development of a national market system.’’ 1975—Pub. L. 94–29 amended section generally, ex- tending provisions requiring the payment of fees to in- clude transactions in listed securities which occur in the over-the-counter market. 1944—Act Mar. 17, 1944, amended section generally, in- serting provisions exempting from the payment of the fee securities designated for exemption by the Sec- retary of the Treasury. Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 2010 AMENDMENT Amendment by section 991(d)(1) of Pub. L. 111–203 ef- fective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking. Pub. L. 111–203, title IX, § 991(a)(2), July 21, 2010, 124 Stat. 1951, provided that: ‘‘The amendments made by this subsection [amending this section] shall take ef- fect on the later of— ‘‘(A) October 1, 2011; or ‘‘(B) the date of enactment of an Act making a reg- ular appropriation to the [Securities and Exchange] Commission for fiscal year 2012 [Div. C of Pub. L. 112–74, approved Dec. 23, 2011].’’ EFFECTIVE DATE OF 2002 AMENDMENT Pub. L. 107–123, § 11, Jan. 16, 2002, 115 Stat. 2401, pro- vided that: ‘‘(a) IN GENERAL.—Except as provided in subsections (b) and (c), the amendments made by this Act [see Short Title of 2002 Amendment note set out under sec- tion 78a of this title] shall take effect on October 1, 2001. ‘‘(b) IMMEDIATE TRANSACTION FEE REDUCTIONS.—The amendments made by section 2 [amending this section] shall take effect on the later of— ‘‘(1) the first day of fiscal year 2002; or ‘‘(2) thirty days after the date on which a regular appropriation to the Commission for such fiscal year is enacted. ‘‘(c) ADDITIONAL EXCEPTIONS.—The authorities pro- vided by section 6(b)(9) of the Securities Act of 1933 [15 U.S.C. 77f(b)(9)] and sections 13(e)(9), 14(g)(9), and 31(k) of the Securities Exchange Act of 1934 [15 U.S.C. 78m(e)(9), 78n(g)(9), and 78ee(k)], as so designated by this Act, shall not apply until October 1, 2002.’’ EFFECTIVE DATE OF 1996 AMENDMENT Pub. L. 104–290, title IV, § 405(b), Oct. 11, 1996, 110 Stat. 3443, provided that: ‘‘(1) IN GENERAL.—Except as provided in paragraph (2), the amendment made by subsection (a) [amending this section] shall apply with respect to transactions in se- curities that occur on or after October 1, 1997. ‘‘(2) OFF-EXCHANGE TRADES OF LAST SALE REPORTED TRANSACTIONS.—The amendment made by subsection (a) [amending this section] shall apply with respect to transactions described in section 31(d)(1) of the Securi- ties Exchange Act of 1934 [subsec. (d)(1) of this section] (as amended by subsection (a) of this section) that occur on or after September 1, 1997.’’ EFFECTIVE DATE OF 1975 AMENDMENT Amendment by Pub. L. 94–29 effective Jan. 1, 1976, see section 31(a) of Pub. L. 94–29, set out as a note under section 78b of this title. SECURITIES AND EXCHANGE COMMISSION OVERPAYMENT CREDIT Pub. L. 115–174, title V, § 505, May 24, 2018, 132 Stat. 1362, provided that: ‘‘(a) DEFINITIONS.—In this section— ‘‘(1) the term ‘Commission’ means the Securities and Exchange Commission; ‘‘(2) the term ‘national securities association’ means an association that is registered under section 15A of the Securities Exchange Act of 1934 (15 U.S.C. 78o–3); and ‘‘(3) the term ‘national securities exchange’ means an exchange that is registered as a national securi- ties exchange under section 6 of the Securities Ex- change Act of 1934 (15 U.S.C. 78f). ‘‘(b) CREDIT FOR OVERPAYMENT OF FEES.—Notwith- standing section 31(j) of the Securities Exchange Act of 1934 (15 U.S.C. 78ee(j)), and subject to subsection (c) of this section, if a national securities exchange or a na- tional securities association has paid fees and assess- ments to the Commission in an amount that is more than the amount that the exchange or association was required to pay under section 31 of the Securities Ex- change Act of 1934 (15 U.S.C. 78ee) and, not later than 10 years after the date of such payment, the exchange or association informs the Commission about the pay- ment of such excess amount, the Commission shall off- set future fees and assessments due by that exchange or association in an amount that is equal to the difference between the amount that the exchange or association paid and the amount that the exchange or association was required to pay under such section 31. ‘‘(c) APPLICABILITY.—Subsection (b) shall apply only to fees and assessments that a national securities ex- change or a national securities association was re- quired to pay to the Commission before the date of en- actment of this Act [May 24, 2018].’’ BUDGET OF THE PRESIDENT Pub. L. 111–203, title IX, § 991(d)(2), July 21, 2010, 124 Stat. 1954, provided that: ‘‘For fiscal year 2012, and each fiscal year thereafter, the annual budget for the Ad- ministration submitted by the President to Congress shall reflect the amendments made by this section [amending this section and sections 77f, 78d, 78m, 78n, and 78kk of this title].’’ STUDY OF THE EFFECT OF FEE REDUCTIONS Pub. L. 107–123, § 9, Jan. 16, 2002, 115 Stat. 2400, pro- vided that: ‘‘(a) STUDY.—The Office of Economic Analysis of the Securities and Exchange Commission (hereinafter re- ferred to as the ‘Office’) shall conduct a study of the ex- tent to which the benefits of reductions in fees effected as a result of this Act [see Short Title of 2002 Amend- ment note set out under section 78a of this title] are passed on to investors. ‘‘(b) FACTORS FOR CONSIDERATION.—In conducting the study under subsection (a), the Office shall— ‘‘(1) consider the various elements of the securities industry directly and indirectly benefiting from the fee reductions, including purchasers and sellers of se- curities, members of national securities exchanges, issuers, broker-dealers, underwriters, participants in Page 469 TITLE 15—COMMERCE AND TRADE § 78ff investment companies, retirement programs, and others; ‘‘(2) consider the impact on different types of inves- tors, such as individual equity holders, individual in- vestment company shareholders, businesses, and other types of investors; ‘‘(3) include in the interpretation of the term ‘in- vestor’ shareholders of entities subject to the fee re- ductions; and ‘‘(4) consider the economic benefits to investors flowing from the fee reductions to include such fac- tors as market efficiency, expansion of investment opportunities, and enhanced liquidity and capital for- mation. ‘‘(c) REPORT TO CONGRESS.—Not later than 2 years after the date of the enactment of this Act [Jan. 16, 2002], the Securities and Exchange Commission shall submit to the Congress the report prepared by the Of- fice on the findings of the study conducted under sub- section (a).’’ FEES FROM NATIONAL SECURITIES ASSOCIATIONS FOR MEMBER TRANSACTIONS OTHER THAN ON NATIONAL SECURITIES EXCHANGES Pub. L. 104–208, div. A, title I, § 101(a) [title V], Sept. 30, 1996, 110 Stat. 3009, 3009–61, provided in part: ‘‘That effective January 1, 1997, every national securities asso- ciation shall pay to the Commission a fee at a rate of one-three-hundredth of one percentum of the aggregate dollar amount of sales transacted by or through any member of such association otherwise than on a na- tional securities exchange (other than bonds, deben- tures, and other evidences of indebtedness) subject to prompt last sale reporting pursuant to the rules of the Commission or a registered national securities associa- tion, excluding any sales for which a fee is paid under section 31 of the Securities Exchange Act of 1934 (15 U.S.C. 78ee), and such increase shall be deposited as an offsetting collection to this appropriation, to remain available until expended, to recover the costs to the Government of the supervision and regulation of secu- rities markets and securities professionals: Provided further, That the fee due from every national securities association shall be paid on or before September 30, 1997, with respect to transactions and sales occurring during the period beginning on January 1, 1997, and ending at the close of August 31, 1997’’. ADJUSTMENT OF TRANSACTION FEE RATE By order dated Jan. 26, 2023, the Securities and Ex- change Commission adjusted the fee rates applicable under subsecs. (b) and (c) of this section to $8.00 per $1,000,000, effective Feb. 27, 2023, see 88 F.R. 5051. By order dated Apr. 8, 2022, the Securities and Ex- change Commission adjusted the fee rates applicable under subsecs. (b) and (c) of this section to $22.90 per $1,000,000, effective May 14, 2022, see 87 F.R. 21931. By order dated Jan. 15, 2021, the Securities and Ex- change Commission adjusted the fee rates applicable under subsecs. (b) and (c) of this section to $5.10 per $1,000,000, effective Feb. 25, 2021, see 86 F.R. 6694. By order dated Jan. 9, 2020, the Securities and Ex- change Commission adjusted the fee rates applicable under subsecs. (b) and (c) of this section to $22.10 per $1,000,000, effective Feb. 18, 2020, see 85 F.R. 2218. By order dated Mar. 15, 2019, the Securities and Ex- change Commission adjusted the fee rates applicable under subsecs. (b) and (c) of this section to $20.70 per $1,000,000, effective Apr. 16, 2019, see 84 F.R. 9576. By order dated Apr. 17, 2018, the Securities and Ex- change Commission adjusted the fee rates applicable under subsecs. (b) and (c) of this section to $13.00 per $1,000,000, effective May 22, 2018, see 83 F.R. 17577. By order dated May 31, 2017, the Securities and Ex- change Commission adjusted the fee rates applicable under subsecs. (b) and (c) of this section to $23.10 per $1,000,000, effective July 4, 2017, see 82 F.R. 25895. By order dated Jan. 7, 2016, the Securities and Ex- change Commission adjusted the fee rates applicable under subsecs. (b) and (c) of this section to $21.80 per $1,000,000, effective Feb. 16, 2016, see 81 F.R. 1458. By order dated Jan. 15, 2015, the Securities and Ex- change Commission adjusted the fee rates applicable under subsecs. (b) and (c) of this section to $18.40 per $1,000,000, effective Feb. 14, 2015, see 80 F.R. 2978. By order dated Feb. 12, 2014, the Securities and Ex- change Commission adjusted the fee rates applicable under subsecs. (b) and (c) of this section to $22.10 per $1,000,000, effective Mar. 18, 2014, see 79 F.R. 9504. By order dated Apr. 25, 2013, the Securities and Ex- change Commission adjusted the fee rates applicable under subsecs. (b) and (c) of this section to $17.40 per $1,000,000, effective May 25, 2013, see 78 F.R. 25515. By order dated Mar. 1, 2012, the Securities and Ex- change Commission adjusted the fee rates applicable under subsecs. (b) and (c) of this section to $22.40 per $1,000,000, effective Apr. 1, 2012, see 77 F.R. 13663. By order dated Jan. 20, 2012, the Securities and Ex- change Commission adjusted the fee rates applicable under subsecs. (b) and (c) of this section to $18.00 per $1,000,000, effective Feb. 21, 2012, see 77 F.R. 3818. Executive Documents TRANSFER OF FUNCTIONS For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title. § 78ff. Penalties (a) Willful violations; false and misleading state- ments Any person who willfully violates any provi- sion of this chapter (other than section 78dd–1 of this title), or any rule or regulation thereunder the violation of which is made unlawful or the observance of which is required under the terms of this chapter, or any person who willfully and knowingly makes, or causes to be made, any statement in any application, report, or docu- ment required to be filed under this chapter or any rule or regulation thereunder or any under- taking contained in a registration statement as provided in subsection (d) of section 78o of this title, or by any self-regulatory organization in connection with an application for membership or participation therein or to become associated with a member thereof which statement was false or misleading with respect to any material fact, shall upon conviction be fined not more than $5,000,000, or imprisoned not more than 20 years, or both, except that when such person is a person other than a natural person, a fine not exceeding $25,000,000 may be imposed; but no person shall be subject to imprisonment under this section for the violation of any rule or regu- lation if he proves that he had no knowledge of such rule or regulation. (b) Failure to file information, documents, or re- ports Any issuer which fails to file information, doc- uments, or reports required to be filed under subsection (d) of section 78o of this title or any rule or regulation thereunder shall forfeit to the United States the sum of $100 for each and every day such failure to file shall continue. Such for- feiture, which shall be in lieu of any criminal penalty for such failure to file which might be deemed to arise under subsection (a) of this sec- tion, shall be payable into the Treasury of the