with a fee payment of $15,000 and relies on Rule 457(p) to claim an
offset of $30,000 related to the unsold securities registered on the
most recently effective Form S-1 (333-123467) filed on 1/15/20X4 and
apply it to the $45,000 filing fee due.
     Initially files a Schedule TO related to the same tender
offer on 1/22/20X7 and relies on Rule 0-11(a)(2) to claim an offset of
$45,000 from the fee paid directly and by offset claimed on the Form S-
4 (333-123478) filed 1/15/20X7 and apply it to the $45,000 filing fee
due.
    For the Schedule TO filed on 1/22/20X7, the filer can satisfy the
submission identification requirement when it claims the $45,000 fee
offset from the Form S-4 (333-123478) filed on 1/15/20X7 by referencing
any combination of the Form S-4 (333-123478) filed on 1/15/20X7, the
Form S-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment
to the Form S-1 (333-123456) filed on 2/15/20X1 or the initial filing
of the Form S-1 (333-123456) on 1/15/20X1 in relation to which
contemporaneous fee payments were made equal to $45,000. One example
could be:
     The Form S-4 (333-123478) filed on 1/15/20X7 in relation
to the payment of $15,000 made with that submission;
     the Form S-1 (333-123467) filed on 1/15/20X4 in relation
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456)
filed on 2/15/20X1 in relation to the payment of $5,000 out of the
payment of $15,000 made with that submission (it would not matter if
the filer cited to this pre-effective amendment and/or the initial
submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly
or together they were cited as relating to a total of $5,000 in this
example).
    In this example, the filer could not satisfy the submission
identification requirement solely by citing to the Form S-4 (333-
123478) filed on 1/15/20X7 because even though the offset claimed and
available from that filing was $45,000, the contemporaneous fee payment
made with that filing ($15,000) was less than the offset being claimed.

As a result, the filer must also identify a prior submission or
submissions with an aggregate of contemporaneous fee payment(s) of
$30,000 as the original source(s) to which the rest of the claimed
offset can be traced.
* * * * *

0
35. Amend Sec.  240.14a-101 by:
0
a. Revising the text between ``(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)'' and the heading ``Notes'';
and
0
b. Revising Item 25.
    The revisions read as follows:

Sec.  240.14a-101   Schedule 14A. Information required in proxy
statement.

* * * * *
    (Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
    Payment of Filing Fee (Check all boxes that apply):
[ ] No fee required
[ ] Fee paid previously with preliminary materials
[ ] Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11
    Notes
* * * * *
    Item 25. Exhibits. Provide each of the following in an exhibit to
this Schedule 14A:
    (a) The legal opinion required to be filed by Item 402(u)(4)(i) of
Regulation S-K (17 CFR 229.402(u)); and
    (b) If a fee is required, the title of each class of securities to
which the transaction applies, aggregate number of securities to which
the transaction applies, per unit price or other underlying value of
the transaction computed pursuant to Sec.  240.0-11, proposed maximum
aggregate value of the transaction, fee rate, amount of filing fee and,
as applicable, information relating to reliance on Sec.  240.0-11(a)(2)
in the tabular form indicated.
    Registered funds that must pay registration fees using Form 24F-2
(Sec.  274.24) are not required to respond to this Item.

Calculation of Filing Fee Tables

                                         Table 1--Transaction Valuation
----------------------------------------------------------------------------------------------------------------
                                                                   Proposed
                                                                   maximum                          Amount of
                                                               aggregate value      Fee rate        filing fee
                                                                of transaction
----------------------------------------------------------------------------------------------------------------
Fees to Be Paid..............................................               X                X                X
----------------------------------------------------------------------------------------------------------------
Fees Previously Paid.........................................               X                                 X
----------------------------------------------------------------------------------------------------------------
    Total Transaction Valuation..............................               X
----------------------------------------------------------------------------------------------------------------
    Total Fees Due for Filing................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fees Previously Paid...............................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fee Offsets........................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Net Fee Due..............................................                                                 X
----------------------------------------------------------------------------------------------------------------

                                                         Table 2--Fee Offset Claims and Sources
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Fee paid
                                                         Registrant      Form or                     Initial                   Fee offset     with fee
                                                          or filer     filing type   File number   filing date   Filing date     claimed       offset
                                                            name                                                                               source
--------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims.....................................                          X             X             X                           X
--------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources....................................            X             X             X                           X                           X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be
disclosed, as applicable, in tabular format. Add as many rows of each
table as necessary.
    B. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    C. Explanations.
    Disclose the (i) title of each class of securities to which the
transaction applies; (ii) aggregate number of securities to which the
transaction apples; and (iii) per unit price or other underlying value
of the transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state how it
was determined). If not otherwise explained in response to these
instructions, disclose specific details relating to the fee calculation
as necessary to clarify the information presented in each table,
including references to the applicable provisions of Rule 0-11 (Sec.
240.0-11 of this chapter). All disclosure these Instructions require
that is not specifically required to be presented in tabular format
must appear in narrative format immediately after the table(s) to which
it corresponds.
    D. Submission Method.
    If a filing fee exhibit is required to be provided pursuant to this
Item 25(b), it must be submitted as required by Rule 408 of Regulation
S-T (Sec.  232.408 of this chapter).
    2. Table 1: Transaction Valuation Table and Related Disclosure.
    A. Fees to Be Paid and Fees Previously Paid.
    i. Fees to Be Paid.
    Provide the information Table 1 requires for the line item ``Fees
to Be Paid'' as follows:
    c. Initial Filings.
    For an initial filing on this schedule, provide the required
information for the total transaction valuation.
    d. Amendments with Then-Current Total Transaction Valuation Higher
than Highest Total Transaction Valuation Previously Reported.
    For amendments to this schedule that reflect a then-current total
transaction valuation higher than the highest total transaction
valuation previously reported, provide the required information for the
incremental increase.
    ii. Fees Previously Paid.

    Provide the information Table 1 requires for the line item ``Fees
Previously Paid'' for the prior initial filing or amendment to this
schedule that reflected a then-current total transaction valuation that
was the highest total transaction valuation previously reported.
    B. Other Tabular Information.
    Provide the following information in the table for the line items
``Fees to be Paid'' and ``Fees Previously Paid'', as applicable:
    i. The proposed maximum aggregate value of the transaction computed
pursuant to Exchange Act Rule 0-11;
    ii. The fee rate; and
    iii. The filing fee due without regard to any previous payments or
offsets.
    C. Totals.
    i. Total Transaction Valuation.
    Provide the sum of the proposed maximum aggregate values for the
line items ``Fees to Be Paid'' and ``Fees Previously Paid''.
    ii. Total Fees Due for Filing.
    Provide the sum of the fees due without regard to any previous
payments or offsets for the line items ``Fees to be Paid'' and ``Fees
Previously Paid.''
    iii. Total Fees Previously Paid.
    Provide the aggregate of filing fees previously paid with this
filing.
    iv. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table
2 pursuant to Instruction 3.
    v. Net Fee Due.
    Provide the difference between (a) the total fees due for this
schedule from the Total Fees Due for Filing row; and (b) the sum of (i)
the aggregate of filing fees previously paid from the Total Fees
Previously Paid row; and (ii) the aggregate fee offsets claimed from
the Total Fee Offsets row.
    D. Narrative Disclosure.
    Explain how the transaction valuation was determined.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities
Act (Sec.  230.424 of this chapter), in all cases that was accompanied
by a contemporaneous fee payment. For purposes of these instructions to
Table 2, a contemporaneous fee payment is the payment of a required fee
that is satisfied through the actual transfer of funds, and does not
include any amount of a required fee satisfied through a claimed fee
offset. Instruction 3.B.ii requires a filer that claims a fee offset
under Rule 0-11(a)(2) to identify previous submissions with
contemporaneous fee payments that are the original source to which the
fee offsets claimed on this filing can be traced. See Instruction 3.C
for an example.
    B. Rule 0-11(a)(2).
    If relying on Rule 0-11(a)(2) to offset some or all of the filing
fee due on this schedule by amounts paid in connection with earlier
filings (other than this Schedule 14A) relating to the same
transaction, provide the following information:
    i. Fee Offset Claims.
    For each earlier 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
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.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement,
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under 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
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 0-11(a)(2).
    C. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form S-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of
$10,000;
     Files pre-effective amendment number 1 to the Form S-1
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form S-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000
and relies on Rule 457(p) to claim an offset of $10,000 related to the
unsold securities registered on the previously filed Form S-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration
statement goes effective on 2/15/20X4.
     Initially files a registration statement related to a
tender offer on Form S-4 (assigned file number 333-123478) on 1/15/20X7
with a fee payment of $15,000 and relies on Rule 457(p) to claim an
offset of $30,000 related to the unsold securities registered on the
most recently effective Form S-1 (333-123467) filed on 1/15/20X4 and
apply it to the $45,000 filing fee due.
     Initially files a Schedule TO related to the same tender
offer on 1/22/20X7 and relies on Rule 0-11(a)(2) to claim an offset of
$45,000 from the fee paid directly and by offset claimed on the Form S-
4 (333-123478) filed 1/15/20X7 and apply it to the $45,000 filing fee
due.
    For the Schedule TO filed on 1/22/20X7, the filer can satisfy the
submission identification requirement when it claims the $45,000 fee
offset from the Form S-4 (333-123478) filed on 1/15/20X7 by referencing
any combination of the Form S-4 (333-123478) filed on 1/15/20X7, the
Form S-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment
to the Form S-1 (333-123456) filed on 2/15/20X1 or the initial filing
of the Form S-1 (333-123456) on 1/15/20X1 in relation to which
contemporaneous fee payments were made equal to $45,000. One example
could be:
     The Form S-4 (333-123478) filed on 1/15/20X7 in relation
to the payment of $15,000 made with that submission;
     the Form S-1 (333-123467) filed on 1/15/20X4 in relation
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456)
filed on 2/15/20X1 in relation to the payment of $5,000 out of the
payment of $15,000 made with that submission (it would not matter if
the filer cited to this pre-effective amendment and/or the initial
submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly
or together they were cited as relating to a total of $5,000 in this
example).
    In this example, the filer could not satisfy the submission
identification requirement solely by citing to the Form S-4 (333-
123478) filed on 1/15/20X7 because even though the offset claimed and
available from that filing was $45,000, the contemporaneous fee payment
made with that filing ($15,000) was less than the offset being claimed.
As a result, the filer must also identify a prior submission or
submissions with an aggregate of contemporaneous fee payment(s) of
$30,000 as the original

source(s) to which the rest of the claimed offset can be traced.

0
36. Amend Sec.  240.14c-101 by revising the text between ``(Name of
Registrant As Specified In Its Charter)'' and the heading ``Note'' to
read as follows:

Sec.  240.14c-101   Schedule 14C. Information required in information
statement.

* * * * *

(Name of Registrant As Specified In Its Charter)

    Payment of Filing Fee (Check all boxes that apply):

[ ] No fee required
[ ] Fee paid previously with preliminary materials
[ ] Fee computed on table in exhibit required by Item 25(b) of Schedule
14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act
Rules 14c-5(g) and 0-11
    Note
* * * * *

0
37. Amend Sec.  240.14d-100 by:
0
a. Removing the text between ``(Name, address, and telephone numbers of
person authorized to receive notices and communications on behalf of
filing persons)'' and ``[ ] Check the box if the filing relates solely
to preliminary communications made before the commencement of a tender
offer''; and
0
b. Revising Item 12.
    The revision reads as follows:

Sec.  240.14d-100   Schedule TO. Tender offer statement under section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934.

* * * * *

Item 12. Exhibits

    File each of the following as an exhibit to the Schedule:
    (a) All documents specified in Item 1016(a), (b), (d), (g) and (h)
of Regulation M-A (Sec.  229.1016 of this chapter); and
    (b) The transaction valuation, fee rate, amount of filing fee and,
as applicable, information relating to reliance on Sec.  240.0-11(a)(2)
in the tabular form indicated.

Calculation of Filing Fee Tables

                                         Table 1--Transaction Valuation
----------------------------------------------------------------------------------------------------------------
                                                                 Transaction                        Amount of
                                                                  valuation         Fee rate        filing fee
----------------------------------------------------------------------------------------------------------------
Fees to Be Paid..............................................               X                X                X
----------------------------------------------------------------------------------------------------------------
Fees Previously Paid.........................................               X                                 X
----------------------------------------------------------------------------------------------------------------
    Total Transaction Valuation..............................               X
----------------------------------------------------------------------------------------------------------------
    Total Fees Due for Filing................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fees Previously Paid...............................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fee Offsets........................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Net Fee Due..............................................                                                 X
----------------------------------------------------------------------------------------------------------------

                                                         Table 2--Fee Offset Claims and Sources
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Fee paid
                                                         Registrant      Form or                     Initial                   Fee offset     with fee
                                                          or filer     filing type   File number   filing date   Filing date     claimed       offset
                                                            name                                                                               source
--------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims.....................................                          X             X             X                           X
--------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources....................................            X             X             X                           X                           X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be
disclosed, as applicable, in tabular format. Add as many rows of each
table as necessary.
    B. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    C. Explanations.
    If not otherwise explained in response to these instructions,
disclose specific details relating to the fee calculation as necessary
to clarify the information presented in each table, including
references to the applicable provisions of Rule 0-11 (Sec.  240.0-11 of
this chapter). All disclosure these Instructions require that is not
specifically required to be presented in tabular format must appear in
narrative format immediately after the table(s) to which it
corresponds.
    D. Submission Method.
    If a filing fee exhibit is required to be provided pursuant to this
Item 12(b), it must be submitted as required by Rule 408 of Regulation
S-T (Sec.  232.408 of this chapter).
    2. Table 1: Transaction Valuation Table and Related Disclosure.
    A. Fees to Be Paid and Fees Previously Paid.
    i. Fees to Be Paid.
    Provide the information Table 1 requires for the line item ``Fees
to Be Paid'' as follows:
    a. Initial Filings.
    For an initial filing on this schedule, provide the required
information for the total transaction valuation.
    b. Amendments with Then-Current Total Transaction Valuation Higher
than Highest Total Transaction Valuation Previously Reported. For
amendments to this schedule that reflect a then-current total
transaction valuation higher than the highest total transaction
valuation previously reported, provide the required information for the
incremental increase.
    ii. Fees Previously Paid.
    Provide the information Table 1 requires for the line item ``Fees
Previously Paid'' for the prior initial filing or amendment to this
schedule that reflected a then-current total transaction valuation that
was the highest total transaction valuation previously reported.
    B. Other Tabular Information.
    Provide the following information in the table for the line items
``Fees to Be Paid'' and ``Fees Previously Paid'', as applicable:
    i. The transaction valuation computed pursuant to Exchange Act Rule
0-11;
    ii. The fee rate; and

    iii. The filing fee due without regard to any previous payments or
offsets.
    C. Totals.
    i. Total Transaction Valuation.
    Provide the sum of the transaction valuations for the line items
``Fees to Be Paid'' and ``Fees Previously Paid.''
    ii. Total Fees Due for Filing.
    Provide the sum of the fees due without regard to any previous
payments or offsets for the line items ``Fees to Be Paid'' and ``Fees
Previously Paid.''
    iii. Total Fees Previously Paid.
    Provide the aggregate of filing fees previously paid with this
filing.
    iv. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table
2 pursuant to Instruction 3.
    v. Net Fee Due.
    Provide the difference between (a) the total fees due for this
schedule from the Total Fees Due for Filing row; and (b) the sum of (i)
the aggregate of filing fees previously paid from the Total Fees
Previously Paid row; and (ii) the aggregate fee offsets claimed from
the Total Fee Offsets row.
    D. Narrative Disclosure.
    Explain how the transaction valuation was determined.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities
Act (Sec.  230.424 of this chapter), in all cases that was accompanied
by a contemporaneous fee payment. For purposes of these instructions to
Table 2, a contemporaneous fee payment is the payment of a required fee
that is satisfied through the actual transfer of funds, and does not
include any amount of a required fee satisfied through a claimed fee
offset. Instruction 3.B.ii requires a filer that claims a fee offset
under Rule 0-11(a)(2) to identify previous submissions with
contemporaneous fee payments that are the original source to which the
fee offsets claimed on this filing can be traced. See Instruction 3.C
for an example.
    B. Rule 0-11(a)(2).
    If relying on Rule 0-11(a)(2) to offset some or all of the filing
fee due on this tender offer statement by amounts paid in connection
with earlier filings (other than this Schedule TO) relating to the same
transaction, provide the following information:
    i. Fee Offset Claims.
    For each earlier 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
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.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement,
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under 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
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 0-11(a)(2).
    C. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form S-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of
$10,000;
     Files pre-effective amendment number 1 to the Form S-1
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form S-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000
and relies on Rule 457(p) to claim an offset of $10,000 related to the
unsold securities registered on the previously filed Form S-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration
statement goes effective on 2/15/20X4.
     Initially files a registration statement related to a
tender offer on Form S-4 (assigned file number 333-123478) on 1/15/20X7
with a fee payment of $15,000 and relies on Rule 457(p) to claim an
offset of $30,000 related to the unsold securities registered on the
most recently effective Form S-1 (333-123467) filed on 1/15/20X4 and
apply it to the $45,000 filing fee due.
     Initially files a Schedule TO related to the same tender
offer on 1/22/20X7 and relies on Rule 0-11(a)(2) to claim an offset of
$45,000 from the fee paid directly and by offset claimed on the Form S-
4 (333-123478) filed 1/15/20X7 and apply it to the $45,000 filing fee
due.
    For the Schedule TO filed on 1/22/20X7, the filer can satisfy the
submission identification requirement when it claims the $45,000 fee
offset from the Form S-4 (333-123478) filed on 1/15/20X7 by referencing
any combination of the Form S-4 (333-123478) filed on 1/15/20X7, the
Form S-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment
to the Form S-1 (333-123456) filed on 2/15/20X1 or the initial filing
of the Form S-1 (333-123456) on 1/15/20X1 in relation to which
contemporaneous fee payments were made equal to $45,000.
    One example could be:
     The Form S-4 (333-123478) filed on 1/15/20X7 in relation
to the payment of $15,000 made with that submission;
     the Form S-1 (333-123467) filed on 1/15/20X4 in relation
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456)
filed on 2/15/20X1 in relation to the payment of $5,000 out of the
payment of $15,000 made with that submission (it would not matter if
the filer cited to this pre-effective amendment and/or the initial
submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly
or together they were cited as relating to a total of $5,000 in this
example).
    In this example, the filer could not satisfy the submission
identification requirement solely by citing to the Form S-4 (333-
123478) filed on 1/15/20X7 because even though the offset claimed and
available from that filing was $45,000, the contemporaneous fee payment
made with that filing ($15,000) was less than the offset being claimed.
As a result, the filer must also identify a prior submission or
submissions with an aggregate of contemporaneous fee payment(s) of
$30,000 as the original source(s) to which the rest of the claimed
offset can be traced.
* * * * *

0
38. Amend Sec.  240.14d-102 by:
0
a. Removing the text between ``(Date tender offer first published, sent
or given to securityholders)'' and the heading ``General
Instructions''; and
0
b. Adding paragraph (4) under ``Part II--Information Not Required To Be
Sent To Shareholders.''
    The addition reads as follows:

Sec.  240.14d-102   Schedule 14D-1F. Tender offer statement pursuant to
rule 14d-1(b) under the Securities Exchange Act of 1934.

* * * * *

Part II--Information Not Required To Be Sent to Shareholders

* * * * *
    (4) File the following information: The transaction valuation, fee
rate, amount of filing fee and, as applicable, information relating to
reliance on Sec.  240.0-11(a)(2) in the tabular form indicated.

Calculation of Filing Fee Tables

                                         Table 1--Transaction Valuation
----------------------------------------------------------------------------------------------------------------
                                                                 Transaction                        Amount of
                                                                  valuation         Fee rate        filing fee
----------------------------------------------------------------------------------------------------------------
Fees to Be Paid..............................................               X                X                X
----------------------------------------------------------------------------------------------------------------
Fees Previously Paid.........................................               X                                 X
----------------------------------------------------------------------------------------------------------------
    Total Transaction Valuation..............................               X
----------------------------------------------------------------------------------------------------------------
    Total Fees Due for Filing................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fees Previously Paid...............................                                                 X
----------------------------------------------------------------------------------------------------------------
    Total Fee Offsets........................................                                                 X
----------------------------------------------------------------------------------------------------------------
    Net Fee Due..............................................                                                 X
----------------------------------------------------------------------------------------------------------------

                                                         Table 2--Fee Offset Claims and Sources
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Fee paid
                                                         Registrant      Form or                     Initial                   Fee offset     with fee
                                                          or filer     filing type   File number   filing date   Filing date     claimed       offset
                                                            name                                                                               source
--------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims.....................................                          X             X             X                           X
--------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources....................................            X             X             X                           X                           X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related
Disclosure (``Instructions''):
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be
disclosed, as applicable, in tabular format. Add as many rows of each
table as necessary.
    B. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    C. Additional Filing Fee Provisions.
    See General Instructions II.C and D for additional provisions
regarding filing fees.
    D. Explanations.
    If not otherwise explained in response to these instructions,
disclose specific details relating to the fee calculation as necessary
to clarify the information presented in each table, including
references to the applicable provisions of Rule 0-11 (Sec.  240.0-11 of
this chapter). All disclosure these Instructions require that is not
specifically required to be presented in tabular format must appear in
narrative format immediately after the table(s) to which it
corresponds.
    E. Submission Method.
    A filing fee exhibit required to be provided pursuant to this
paragraph (4) under ``Part II--Information Not Required To Be Sent To
Shareholders'' must be submitted as required by Rule 408 of Regulation
S-T (Sec.  232.408 of this chapter).
    2. Table 1: Transaction Valuation Table and Related Disclosure.
    A. Fees to Be Paid and Fees Previously Paid.
    i. Fees to Be Paid.
    Provide the information Table 1 requires for the line item ``Fees
to Be Paid'' as follows:
    a. Initial Filings.
    For an initial filing on this schedule, provide the required
information for the total transaction valuation.
    b. Amendments with Then-Current Total Transaction Valuation Higher
than Highest Total Transaction Valuation Previously Reported. For
amendments to this schedule that reflect a then-current total
transaction valuation higher than the highest total transaction
valuation previously reported, provide the required information for the
incremental increase.
    ii. Fees Previously Paid.
    Provide the information Table 1 requires for the line item ``Fees
Previously Paid'' for the prior initial filing or amendment to this
schedule that reflected a then-current total transaction valuation that
was the highest total transaction valuation previously reported.
    B. Other Tabular Information.
    Provide the following information in the table for the line items
``Fees to be Paid'' and ``Fees Previously Paid'':
    i. The transaction valuation computed pursuant to Exchange Act Rule
0-11;
    ii. The fee rate; and
    iii. The filing fee due without regard to any previous payments or
offsets.
    C. Totals.
    i. Total Transaction Valuation.
    Provide the sum of the transaction valuations for the line items
``Fees to be Paid'' and ``Fees Previously Paid.''
    ii. Total Fees Due for Filing.
    Provide the sum of the fees due without regard to any previous
payments or offsets for the line items ``Fees to be Paid'' and ``Fees
Previously Paid.''
    iii. Total Fees Previously Paid.
    Provide the aggregate of filing fees previously paid with this
filing.
    iv. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table
2 pursuant to Instruction 3.
    v. Net Fee Due.
    Provide the difference between (a) the total fees due for this
schedule from the Total Fees Due for Filing row; and (b) the sum of (i)
the aggregate of filing fees previously paid from the Total Fees
Previously Paid row; and (ii) the aggregate fee offsets claimed from
the Total Fee Offsets row.
    D. Narrative Disclosure.
    Explain how the transaction valuation was determined.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term
``submission'' means any (i) initial filing of, or amendment

(pre-effective or post-effective), to a fee-bearing document; or (ii)
fee-bearing form of prospectus filed under Rule 424 under the
Securities Act (Sec.  230.424 of this chapter), in all cases that was
accompanied by a contemporaneous fee payment. For purposes of these
instructions to Table 2, a contemporaneous fee payment is the payment
of a required fee that is satisfied through the actual transfer of
funds, and does not include any amount of a required fee satisfied
through a claimed fee offset. Instruction 3.B.ii requires a filer that
claims a fee offset under Rule 0-11(a)(2) to identify previous
submissions with contemporaneous fee payments that are the original
source to which the fee offsets claimed on this filing can be traced.
See Instruction 3.C for an example.
    B. Rule 0-11(a)(2).
    If relying on Rule 0-11(a)(2) to offset some or all of the filing
fee due on this tender offer statement by amounts paid in connection
with earlier filings (other than this Schedule 14D-1F) relating to the
same transaction, provide the following information:
    i. Fee Offset Claims.
    For each earlier 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
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.
    Note to Instruction 3.B.i.
    If claiming an offset from a Securities Act registration statement,
provide a detailed explanation of the basis for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an offset under 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
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 0-11(a)(2).
    C. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form S-1 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of
$10,000;
     Files pre-effective amendment number 1 to the Form S-1
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form S-1 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000
and relies on Rule 457(p) to claim an offset of $10,000 related to the
unsold securities registered on the previously filed Form S-1 (333-
123456) and apply it to the $35,000 filing fee due and the registration
statement goes effective on 2/15/20X4.
     Initially files a registration statement related to a
tender offer on Form S-4 (assigned file number 333-123478) on 1/15/20X7
with a fee payment of $15,000 and relies on Rule 457(p) to claim an
offset of $30,000 related to the unsold securities registered on the
most recently effective Form S-1 (333-123467) filed on 1/15/20X4 and
apply it to the $45,000 filing fee due.
     Initially files a Schedule TO related to the same tender
offer on 1/22/20X7 and relies on Rule 0-11(a)(2) to claim an offset of
$45,000 from the fee paid directly and by offset claimed on the Form S-
4 (333-123478) filed 1/15/20X7 and apply it to the $45,000 filing fee
due.
    For the Schedule TO filed on 1/22/20X7, the filer can satisfy the
submission identification requirement when it claims the $45,000 fee
offset from the Form S-4 (333-123478) filed on 1/15/20X7 by referencing
any combination of the Form S-4 (333-123478) filed on 1/15/20X7, the
Form S-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment
to the Form S-1 (333-123456) filed on 2/15/20X1 or the initial filing
of the Form S-1 (333-123456) on 1/15/20X1 in relation to which
contemporaneous fee payments were made equal to $45,000.
    One example could be:
     the Form S-4 (333-123478) filed on 1/15/20X7 in relation
to the payment of $15,000 made with that submission;
     the Form S-1 (333-123467) filed on 1/15/20X4 in relation
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the Form S-1 (333-123456)
filed on 2/15/20X1 in relation to the payment of $5,000 out of the
payment of $15,000 made with that submission (it would not matter if
the filer cited to this pre-effective amendment and/or the initial
submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly
or together they were cited as relating to a total of $5,000 in this
example).
    In this example, the filer could not satisfy the submission
identification requirement solely by citing to the Form S-4 (333-
123478) filed on 1/15/20X7 because even though the offset claimed and
available from that filing was $45,000, the contemporaneous fee payment
made with that filing ($15,000) was less than the offset being claimed.
As a result, the filer must also identify a prior submission or
submissions with an aggregate of contemporaneous fee payment(s) of
$30,000 as the original source(s) to which the rest of the claimed
offset can be traced.
* * * * *

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

0
39. The general authority citation for part 270 continues to read as
follows:

    Authority:  15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39,
and Pub. L. 111-203, sec. 939A, 124 Stat. 1376 (2010), unless
otherwise noted.
* * * * *

0
40. Effective May 31, 2022, revise Sec.  270.0-8 to read as follows:

Sec.  270.0-8   Payment of filing fees.

    All payment of filing fees shall be made by wire transfer, debit
card, credit card, or via the Automated Clearing House Network. Payment
of filing fees required by this section shall be made in accordance
with the directions set forth in Sec.  202.3a of this chapter.

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
41. The general authority citation for part 274 is revised to read as
follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, and 80a-37, unless
otherwise noted.
* * * * *

0
42. Amend Form N-2 (referenced in Sec. Sec.  239.14 and 274.11a-1) by:
0
a. Removing the ``Calculation of Registration Fee'' table and the
instructions that immediately follow it;
0
b. Revising the paragraphs that immediately follow sub-paragraph A.2.c
of ``A. Use of Form N-2'' under the General Instructions;
0
c. Revising the Note to General Instruction B of ``B. Automatic Shelf
Offerings by Well-Known Seasoned Issuers'' under the General
Instructions;
0
d. Revising ``C. Registration Fees'' under the General Instructions;

0
e. Revising sub-paragraph 4 of ``E. Amendments'' under the General
Instructions;
0
f. Revising sub-paragraph 3 of ``G. Documents Composing the
Registration Statement or Amendment'' under the General Instructions;
0
g. In ``I. Interactive Data Files'' under the General Instructions,
revising the heading, redesignating sub-paragraph 4 as sub-paragraph 5,
adding new sub-paragraph 4, and revising newly redesignated sub-
paragraph 5;
0
h. Revising paragraph J of ``J. Registration of Additional Securities''
under the General Instructions;
0
i. Revising Item 1.1.e;
0
j. In Item 3, revising the Instruction to Item 3.2;
0
k. In Item 8, revising Instruction 3 to Item 8.6.c;
0
l. Revising Item 10.6 and Instruction 1 to Item 10;
0
m. Revising the introductory text of Item 25.2;
0
n. Adding Item 25.2.s; and
0
o. Revising the General Instructions to Item 25.2.
    The revisions and addition read as follows:

    Note:  The text of Form N-2 does not, and this amendment will
not, appear in the Code of Federal Regulations.

United States Securities and Exchange Commission

Washington, DC 20549

Form N-2

Registration Statement Under the Securities Act of 1933 and/or
Registration Statement Under the Investment Company Act of 1940

* * * * *
    Instructions.
    If the registration statement or amendment is filed under only one
of the Acts, omit reference to the other Act from the facing sheet.
Include the ``Approximate Date of Commencement of Proposed Public
Offering'' only where shares are being registered under the Securities
Act.
    Fill in the 811-__, 814-__ and 33-__ blanks only if these filing
numbers (for the Investment Company Act registration and/or the
Securities Act registration, respectively) have already been assigned
by the Securities and Exchange Commission (``Commission'').
    Form N-2 is to be used by closed-end management investment
companies, except small business investment companies licensed as such
by the United States Small Business Administration, to register under
the Investment Company Act and to offer their shares under the
Securities Act. The Commission has designed Form N-2 to provide
investors with information that will assist them in making a decision
about investing in an investment company eligible to use the Form. The
Commission also may use the information provided on Form N-2 in its
regulatory, disclosure review, inspection, and policy making roles.
    A Registrant is required to disclose the information specified by
Form N-2, and the Commission will make this information public. A
Registrant is not required to respond to the collection of information
contained in Form N-2 unless the Form displays a currently valid Office
of Management and Budget (``OMB'') control number. Please direct
comments concerning the accuracy of the information collection burden
estimate and any suggestions for reducing the burden to Secretary,
Securities and Exchange Commission, 100 F Street, NE, Washington, DC
20549. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. 3507.
* * * * *

General Instructions

    A. * * *
    2. * * *
    c. * * *
    A registration statement filed pursuant to this instruction shall
specifically incorporate by reference into the prospectus and Statement
of Additional Information (``SAI'') all of the materials specified in
General Instruction F.3, pursuant to the requirements set forth in that
instruction.
    A Registrant must indicate that the registration statement is being
filed pursuant to this instruction by checking the appropriate box on
the facing sheet.
    Note to General Instruction A.2. Attention is directed to the
General Instructions of Form S-3, including General Instructions II.F
(Information in Automatic and Non-Automatic Shelf Registration
Statements), and G (Selling Security Holder Offerings).
* * * * *
    B. * * *
    Note to General Instruction B. Attention is directed to the General
Instructions of Form S-3, including General Instructions II.F
(Information in Automatic and Non-Automatic Shelf Registration
Statements), G (Selling Security Holder Offerings), and IV
(Registration of Additional Securities and Additional Classes of
Securities).
* * * * *
    C. Registration Fees
    1. Section 6(b) of the Securities Act and Rule 457 [17 CFR 230.457]
thereunder set forth the fee requirements under the Securities Act.
Where securities are being registered on this Form, furnish the filing
fee exhibit required by Item 25.2.s, unless payment will be provided
using Form 24F-2 [17 CFR 274.24]. Interval funds, which are required to
pay registration fees on an annual net basis pursuant to Rule 24f-2
under the Investment Company Act using Form 24F-2, should not furnish
the exhibit or provide filing fee disclosure on this Form.
    2. Where securities are being registered on this Form pursuant to
General Instruction A.2, each 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
in the filing fee exhibit required by Item 25.2.s or Rule 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 such
exhibit that it is a final prospectus for the related offering.
    Note to General Instruction C.2. Attention is directed to the
General Instructions of Form S-3, including General Instruction II.F
(Information in Automatic and Non-Automatic Shelf Registration
Statements).
* * * * *
    E. * * *
    4. A post-effective amendment to a registration statement on this
Form, or a registration statement filed for the purpose of registering
additional shares of common stock for which a registration statement
filed on this Form is effective, filed on behalf of an interval fund or
a Registrant that makes a continuous offering of securities pursuant to
Rule 415(a)(1)(ix) under the Securities Act may become effective
automatically in accordance with Rule 486 under the Securities Act [17
CFR 230.486], as applicable. In accordance with Rule 429 under the
Securities Act [17 CFR 230.429], a Registrant filing a new registration
statement for the purpose of registering additional shares of common
stock may use a prospectus with respect to the additional shares also
in connection with the shares covered by earlier registration
statements if such prospectus includes all of the information which
would currently be required in a prospectus relating to the securities
covered by the earlier statements.
* * * * *
    G. * * *
    3. A registration statement or an amendment to it that is filed
under only

the Investment Company Act shall consist of the facing sheet of the
Form, responses to all items of Parts A and B except Items 1, 2, 3.2,
4, 5, 6, and 7 of Part A, responses to all items of Part C except Items
25.2.h, 25.2.l, 25.2.n, 25.2.o, and 25.2.s, required signatures, and
all other documents that are required or which the Registrant may file
as part of the registration statement.
* * * * *
    I. Interactive Data
* * * * *
    4. The filing fee exhibit required by Item 25.2.s of this Form must
be submitted to the Commission as required by Rule 408 of Regulation S-
T [17 CFR 232.408].
    5. All interactive data must be submitted in accordance with the
specifications in the EDGAR Filer Manual, and must be submitted in such
a manner that--for any information that does not relate to all of the
classes of a Registrant --will permit each class of the Registrant to
be separately identified.
* * * * *
    J. Registration of Additional Securities
    With respect to the registration of additional securities for an
offering pursuant to Rule 462(b) under the Securities Act [17 CFR
230.462], the Registrant may file a registration statement consisting
only of the following: The facing page; a statement that the contents
of the earlier registration statement, identified by file number, are
incorporated by reference; required opinions, consents, and filing fee-
related information; the signature page; and any price-related
information omitted from the earlier registration statement in reliance
on Rule 430A [17 CFR 230.430A] that the Registrant chooses to include
in the new registration statement. The information contained in such a
Rule 462(b) registration statement shall be deemed to be part of the
earlier registration statement as of the date of effectiveness of the
Rule 462(b) registration statement. Any opinion or consent required in
such a registration statement may be incorporated by reference from the
earlier registration statement with respect to the offering, if: (i)
Such opinion or consent expressly provides for such incorporation; and
(ii) such opinion relates to the securities registered pursuant to Rule
462(b). See Rules 411(c), 439(b), and 483(c) under the Securities Act.
* * * * *

Part A--INFORMATION REQUIRED IN A PROSPECTUS

    Item 1. * * *
    1. * * *
    e. the date of the prospectus and the date of the SAI;
* * * * *
    Item 3. * * *
    2. * * *
    Instruction. The synopsis should provide a clear and concise
description of the key features of the offering and the Registrant,
with cross-references to relevant disclosures elsewhere in the
prospectus or SAI.
* * * * *
    Item 8. * * *
    6. * * *
    c. * * *
    Instructions. * * *
    3. A business development company with less than one fiscal year of
operations should provide its financial statements in the SAI in
response to Item 24.
* * * * *
    Item 10. * * *
    6. Securities Ratings. If the prospectus relates to senior
securities of the Registrant that have been assigned a rating by a
Nationally Recognized Securities Rating Organization (``NRSRO'') and
the rating is disclosed in the prospectus, briefly discuss the
significance of the rating, the basis upon which ratings are issued,
any conditions or guidelines imposed by the NRSRO for the Registrant to
maintain the rating, and whether or not the Registrant intends, or has
any contractual obligation, to comply with these conditions or
guidelines. In addition, disclose the material terms of any agreement
between the Registrant or any of its affiliates and the NRSRO under
which the NRSRO provides such rating. If the prospectus relates to
securities other than senior securities of the Registrant that have
been assigned a rating by a NRSRO, the information required by this
paragraph may be provided in the SAI unless the rating criteria will
materially affect the investment policies of the Registrant (e.g., if
the rating agency establishes criteria for selection of the
Registrant's portfolio securities with which the Registrant intends to
comply), in which case it should be included in the prospectus.
    Instructions.
    1. The term ``Nationally Recognized Securities Rating
Organization'' has the same meaning as used in Section 3(a)(62) of the
Exchange Act.
* * * * *

Part C--Other Information

    Item 25. Financial Statements and Exhibits
* * * * *
    2. Exhibits.
    Subject to General Instructions C (Registration Fees), F
(Incorporation by Reference), and I (Interactive Data) of this Form,
and Rule 483 under the Securities Act [17 CFR 230.483], file the
exhibits listed below as part of the registration statement. Letter or
number the exhibits in the sequence indicated, unless otherwise
required by Rule 483. Reflect any exhibit incorporated by reference in
the list below and identify the previously filed document containing
the incorporated material.
* * * * *
    s. Where securities are being registered under the Securities Act
on this Form, furnish the following information, in substantially the
tabular form indicated, as to each type and class of securities being
registered. Provided, however, that if this is an exhibit to a post-
effective amendment and the only disclosure presented is pursuant to
General Instruction C.2 of this Form and Instruction 1.D below, the
disclosure must be in solely narrative rather than substantially
tabular form.
    Note. Interval funds, which must pay registration fees using Form
24F-2, are not required to respond to this Item.

Calculation of Filing Fee Tables

-----------------------------------------------------------------------

(Form Type)

-----------------------------------------------------------------------

(Exact Name of Registrant as Specified in its Charter)

                                                                     Table 1--Newly Registered and Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Filing fee
                                                                                previously
                                                                                Fee                   Proposed                                                           Carry      paid in
                                                                     Security  calculation                maximum     Maximum            Amount of     Carry     Carry     forward    connection
                                                          Security    class      or carry     Amount     offering    aggregate   Fee   registration   forward   forward    initial   with unsold
                                                            type      title      forward    registered   price per   offering    rate       fee        form      file     effective   securities
                                                                                rule                    unit        price                           type     number      date        to be
                                                                                carried
                                                                                forward
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Newly Registered Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees to Be Paid........................................         X          X            X           X           X           X      X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fees Previously Paid...................................         X          X            X           X           X           X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Carry Forward Securities
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Carry Forward Securities...............................         X          X            X           X                       X                              X         X           X            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                     Total Offering Amounts                                 X                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                   Total Fees Previously Paid                                                    X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                       Total Fee Offsets                                                         X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                          Net Fee Due                                                            X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

                                                                             Table 2--Fee Offset Claims and Sources
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Unsold
                                                                                Security      Security       Unsold       aggregate
                                                                                type          title      securities     offering      Fee paid
                                                        Registrant    Form or     File     Initial    Filing    Fee offset    associated    associated    associated      amount       with fee
                                                         or filer     filing     number     filing     date       claimed      with fee      with fee      with fee     associated      offset
                                                           name        type                  date                               offset        offset        offset       with fee       source
                                                                                claimed       claimed       claimed       offset
                                                                                claimed
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Rules 457(b) and 0-11(a)(2)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................                      X          X          X                       X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Rule 457(p)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims....................................            X         X          X          X                       X             X             X             X             X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Sources...................................            X         X          X                    X                                                                                X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

                                                             Table 3--Combined Prospectuses
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                             Maximum aggregate offering
    Security type        Security class         Amount of securities       price of securities previously    Form type     File number       Initial
                             title              previously registered                registered                                           effective date
--------------------------------------------------------------------------------------------------------------------------------------------------------
                X                    X                               X                               X             X               X                X
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions to the Calculation of Filing Fee Tables and Related
Disclosure:
    1. General Requirements.
    A. Applicable Table Requirements.
    The ``X'' designation indicates the information required to be
disclosed, as applicable, in tabular format. Add as many rows of each
table as necessary.
    B. Security Types.
    i. For securities that are initially being registered, choose a
security type permitted to be registered on this Form from the
following list of security types to respond to the applicable table
requirement:
    a. Asset-Backed Securities;
    b. Debt;
    c. Debt Convertible into Equity;
    d. Equity;
    e. Exchange-Traded Vehicle Securities;
    f. Face Amount Certificates;
    g. Limited Partnership Interests;
    h. Mortgage Backed Securities;
    i. Non-Convertible Debt;
    j. Other; and
    k. Unallocated (Universal) Shelf.
    ii. When a table requires both security type and title of each
class of securities, choose a security type from the list in
Instruction 1.B.i and provide this information for each unique
combination of security type and title of each class of securities. For
example, it would be appropriate to provide the following on separate
lines of Table 1:

Equity--Class A Preferred Shares
Equity--Class B Preferred Shares

    C. Fee Rate.
    For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
    D. Maximum Aggregate Amounts and Offering Prices in Connection with
Post-Effective Amendments.
    If required by General Instruction C.2 of this Form, provide in
narrative format the maximum aggregate amount or maximum aggregate
offering price of the securities to which the post-effective amendment
relates. With respect to final

prospectuses, see Rule 424(g)(2) under the Securities Act [17 CFR
230.424(g)(2].
    E. Explanations.
    If not otherwise explained in response to these instructions,
disclose specific details relating to the fee calculation as necessary
to clarify the information presented in each table, including
references to the provisions of Rule 457 under the Securities Act [17
CFR 230.457] and any other rule being relied upon. All disclosure these
instructions require that is not specifically required to be presented
in tabular format must appear in narrative format immediately after the
table(s) to which it corresponds, except the narrative disclosure
referenced in Instruction 1.D must appear directly beneath the heading
of this exhibit if the exhibit does not otherwise require a table.
    2. Table 1: Newly Registered and Carry Forward Securities Table and
Related Disclosure.
    A. Newly Registered Securities.
    For securities that are initially being registered on this Form,
provide the following information.
    i. Fees to Be Paid and Fees Previously Paid.
    a. Fees to Be Paid.
    Provide the information Table 1 requires under the heading ``Newly
Registered Securities'' 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 this Form or a pre-
effective amendment.
    b. Fees Previously Paid
    Provide the information Table 1 requires under the heading ``Newly
Registered Securities'' for the line item ``Fees Previously Paid'' for
securities to be registered for which filing fees have already been
paid in connection with the initial filing of this Form or a pre-
effective amendment.
    ii. Fee Calculation or Carry Forward Rules.
    a. Rule 457(a).
    For a fee calculated as specified in Rule 457(a) under the
Securities Act [17 CFR 230.457(a)], enter ``457(a)''.
    b. Rule 457(o).
    If relying on Rule 457(o) under the Securities Act [17 CFR
230.457(o)] to register securities on this Form by maximum aggregate
offering price, enter ``457(o)''. A Registrant may omit from any such
row the Amount Registered and the Proposed Maximum Offering Price Per
Unit.
    c. Rule 457(r).
    If relying on Rule 456(b) and Rule 457(r) under the Securities Act
[17 CFR 230.456(b) and 230.457(r)] to defer a fee, enter ``457(r)'' and
see Instruction 2.A.iii.c.
    d. Other.
    If relying on a rule other than Rule 457(a), (o), or (r), enter
``Other''.
    iii. Other Tabular Information.
    a. Provide the following information in the table for each unique
combination of security type and title of each class of securities to
be registered as applicable, except as otherwise provided by
Instruction 2.A.iii.b or c:
    1. The security type of the class of securities to be registered;
    2. The title of the class of securities to be registered;
    3. The amount of securities being registered expressed in terms of
the number of securities, proposed maximum offering price per unit and
resulting proposed maximum aggregate offering price, or, if the related
filing fee is calculated in reliance on Rule 457(o), the proposed
maximum aggregate offering price;
    4. The fee rate; and
    5. The registration fee.
    b. When registering two or more classes of securities pursuant to
General Instruction A.2 of this Form for an offering pursuant to Rule
415(a)(1)(x) under the Securities Act [17 CFR 230.415(a)(1)(x)] and
where this Form is not filed by a Well-Known Seasoned Issuer that
elects to defer payment of fees as permitted by Rule 456(b), Rule
457(o) permits the calculation of the registration fee to be based on
the maximum aggregate offering price of all the newly registered
securities listed in Table 1. In this event, Table 1 must list each of
the classes of securities being registered, in tandem with its security
type, but may omit the proposed maximum aggregate offering price for
each class. Following that list, Table 1 must list the security type
``Unallocated (Universal) Shelf'' and state the maximum aggregate
offering price for all of the classes of securities on a combined
basis.
    c. A Well-Known Seasoned Issuer registering securities on an
automatic shelf registration statement pursuant to General Instruction
A.2 of this Form may, at its option, defer payment of registration fees
as permitted by Rule 456(b). If a Registrant elects to pay all or any
portion of the registration fees on a deferred basis, Table 1 in the
initial filing must cite Rule 457(r), as required by Instruction
2.A.ii.c, and identify the classes of securities being registered, in
tandem with their respective security types, and the Registrant must
state, in response to this instruction, that it elects to rely on
Securities Act Rules 456(b) and 457(r), but Table 1 does not need to
specify any other information with respect to those classes of
securities. When the Registrant files a post-effective amendment or a
prospectus in accordance with Rule 456(b)(1)(ii) to pay a deferred fee,
the amended Table 1 must specify either the dollar amount of securities
being registered if paid in advance of or in connection with an
offering or offerings or the aggregate offering price for all classes
of securities in the referenced offering or offerings and the
applicable registration fee, which shall be calculated based on the fee
payment rate in effect on the date of the fee payment.
    iv. Pre-Effective Amendments.
    If a pre-effective amendment is filed to concurrently (i) increase
the amount of securities of one or more registered classes or add one
or more new classes of securities; and (ii) decrease the amount of
securities of one or more registered classes, a registrant that did not
rely on Rule 457(o) to calculate the filing fee due for the initial
filing or latest pre-effective amendment to such filing may recalculate
the total filing fee due for the registration statement in its entirety
and claim an offset pursuant to Rule 457(b) in the amount of the filing
fee previously paid in connection with the registration statement. This
recalculation procedure is not available, however, if a pre-effective
amendment is filed only to increase the amount of securities of one or
more registered classes or add one or more new classes. A pre-effective
amendment that uses this recalculation procedure must include the
revised offering amounts as securities to be registered for which
filing fees have not already been paid in connection with the initial
filing of this Form or a pre-effective amendment for purposes of Table
1. A Registrant that uses this recalculation procedure must separately
disclose that it is using it and expressly reference this Instruction
2.A.iv.
    B. Carry Forward Securities.
    If relying on Rule 415(a)(6) under the Securities Act [17 CFR
230.415(a)(6)] to carry forward to this registration statement unsold
securities from an earlier registration statement, enter ``415(a)(6)''
in the table and provide, in a separate row for each registration
statement from which securities are to be carried forward, and for each
unique combination of security type and title of each class of
securities to be carried forward, the following information:
    i. The security type of the class of securities to be carried
forward;
    ii. The title of the class of securities to be carried forward;
    iii. The amount of securities being carried forward expressed in
terms of the number of securities (under the column heading ``Amount
Registered'') and the amount of the maximum

aggregate offering price, as specified in the fee table of the earlier
filing, associated with those securities (under the column heading
``Maximum Aggregate Offering Price'') or, if the related filing fee was
calculated in reliance on Rule 457(o), the amount of securities carried
forward expressed in terms of the maximum aggregate offering price
(under the column heading ``Maximum Aggregate Offering Price'');
    iv. The form type, file number, and initial effective date of the
earlier registration statement from which the securities are to be
carried forward; and
    v. The filing fee previously paid in connection with the
registration of the securities to be carried forward.
    C. Totals.
    vi. Total Offering Amounts.
    Provide the sum of the maximum aggregate offering price for both
the newly registered and carry forward securities and the aggregate
registration fee for the newly registered securities.
    vii. Total Fees Previously Paid.
    Provide the aggregate of registration fees previously paid for the
newly registered securities.
    viii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table
2 pursuant to Instruction 3.
    ix. Net Fee Due.
    Provide the difference between (a) the aggregate registration fee
for the newly registered securities from the Total Offering Amounts
row; and (b) the sum of (i) the aggregate of registration fees
previously paid for the newly registered securities from the Total Fees
Previously Paid row; and (ii) the aggregate fee offsets claimed from
the Total Fee Offsets row.
    3. Table 2: Fee Offset Claims and Sources.
    A. Terminology.
    For purposes of this Instruction 3 and Table 2, the term
``submission'' means any (i) initial filing of, or amendment (pre-
effective or post-effective), to a fee-bearing document; or (ii) fee-
bearing form of prospectus filed under Rule 424 under the Securities
Act [17 CFR 230.424], in all cases that was accompanied by a
contemporaneous fee payment. For purposes of these instructions to
Table 2, a contemporaneous fee payment is the payment of a required fee
that is satisfied through the actual transfer of funds, and does not
include any amount of a required fee satisfied through a claimed fee
offset. Instructions 3.B.ii and 3.C.ii require a filer that claims a
fee offset under Rule 457(b) or (p) under the Securities Act [17 CFR
230.457(b) or (p)] or Rule 0-11(a)(2) under the Exchange Act [17 CFR
240.0-11(a)(2)] to identify previous submissions with contemporaneous
fee payments that are the original source to which the fee offsets
claimed on this filing can be traced. See Instruction 3.D for an
example.
    B. Rules 457(b) and 0-11(a)(2).
    If relying on Rule 457(b) or Rule 0-11(a)(2) to offset some or all
of the filing fee due on this registration statement by amounts paid in
connection with earlier filings (other than this Form N-2, unless
pursuant to Instruction 2.A.iv) relating to the same transaction,
provide the following information:
    i. Fee Offset Claims.
    For each earlier 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.
    Note to Instruction 3.B.i. If claiming an offset from a Securities
Act registration statement, provide a detailed explanation of the basis
for the claimed offset.
    ii. Fee Offset Sources.
    With respect to amounts claimed as an 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 0-11(a)(2).
    C. Rule 457(p).
    If relying on Rule 457(p) to offset some or all of the filing fee
due on this registration statement with the filing fee previously paid
for unsold securities under an earlier filed registration statement,
provide the following information:
    i. Fee Offset Claims.
    For each such earlier filed 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.
    Notes to Instruction 3.C.i.
    1. 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.
    2. If the Registrant was not the registrant under the earlier
registration statements, entering information under the heading ``Rule
457(p)'' pursuant to Instruction 3.C.i affirms that the Registrant is
that 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. See the definitions of
``successor'' and ``majority-owned subsidiary'' in Rule 405 under the
Securities Act [17 CFR 230.405].
    ii. Fee Offset Sources.
    With respect to amounts claimed as an 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
submission identified, 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).
    D. Fee Offset Source Submission Identification Example.
    A filer:
     Initially files a registration statement on Form N-2 on 1/
15/20X1 (assigned file number 333-123456) with a fee payment of
$10,000;
     Files pre-effective amendment number 1 to the Form N-2
(333-123456) on 2/15/20X1 with a fee payment of $15,000 and the
registration statement goes effective on 2/20/20X1;
     Initially files a registration statement on Form N-2 on 1/
15/20X4 (assigned file number 333-123467) with a fee payment of $25,000
and relies on Rule 457(p) to claim an offset of $10,000 related to the
unsold securities registered on the previously filed Form N-2 (333-
123456) and apply it to the $35,000 filing fee due and the registration
statement goes effective on 2/15/20X4.
     Initially files a registration statement on Form N-2
(assigned file number 333-123478) on 1/15/20X7 with a fee payment of
$15,000 and relies on Rule 457(p) to claim an offset of $30,000 related
to the unsold securities

registered on the most recently effective Form N-2 (333-123467) filed
on 1/15/20X4 and apply it to the $45,000 filing fee due.
    For the registration statement on Form N-2 with file number 333-
123478 filed on 1/15/20X7, the filer can satisfy the submission
identification requirement when it claims the $30,000 fee offset from
the Form N-2 (333-123467) filed on 1/15/20X4 by referencing any
combination of the Form N-2 (333-123467) filed on 1/15/20X4, the pre-
effective amendment to the Form N-2 (333-123456) filed on 2/15/20X1 or
the initial filing of the Form N-2 (333-123456) on 1/15/20X1 in
relation to which contemporaneous fee payments were made equal to
$30,000.
    One example could be:
     The Form N-2 (333-123467) filed on 1/15/20X4 in relation
to the payment of $25,000 made with that submission; and
     the pre-effective amendment to the filing of the Form N-2
(333-123456) on 2/15/20X1 in relation to the payment of $5,000 out of
the payment of $15,000 made with that submission (it would not matter
if the filer cited to this pre-effective amendment and/or the initial
submission of this Form N-2 (333-123456) on 1/15/20X1 as long as singly
or together they were cited as relating to a total of $5,000 in this
example).
    In this example, the filer could not satisfy the submission
identification requirement solely by citing to the Form N-2 (333-
123467) filed on 1/15/20X4 because even though the offset claimed and
available from that filing was $30,000, the contemporaneous fee payment
made with that filing ($25,000) was less than the offset being claimed.
As a result, the filer must also identify a prior submission or
submissions with an aggregate of contemporaneous fee payment(s) of
$5,000 as the original source(s) to which the rest of the claimed
offset can be traced.
    4. Table 3: Combined Prospectuses.
    If this Form includes a combined prospectus pursuant to Rule 429
under the Securities Act [17 CFR 230.429], provide the information that
Table 3 requires for each earlier effective registration statement that
registered securities that may be offered and sold using the combined
prospectus. Include a separate row for each unique combination of
security type and title of each class of those securities. The amount
of securities previously registered that may be offered and sold using
the combined prospectus must be expressed in terms of the number of
securities (under column heading ``Amount of Securities Previously
Registered''), or, if the related filing fee was calculated in reliance
on Rule 457(o), must be expressed in terms of the maximum aggregate
offering price (under column heading ``Maximum Aggregate Offering Price
of Securities Previously Registered'')''.
    Note to Instruction 4. Table 1 should not include the securities
registered on an earlier effective registration statement that may be
offered and sold using the combined prospectus under Rule 429.
* * * * *
    General Instructions.
    1. Subject to the rules on incorporation by reference and
Instruction 2 below, the foregoing exhibits shall be filed as a part of
the registration statement. Exhibits required by paragraphs 2.h, 2.l,
2.n, 2.o, and 2.s above need to be filed only as part of a Securities
Act registration statement. Exhibits shall be appropriately lettered or
numbered for convenient reference. Exhibits incorporated by reference
may bear the designation given in a previous filing. Where exhibits are
incorporated by reference, the reference shall be made in the list of
exhibits. The reference shall include the form, file number and date of
the previous filing, and the exhibit number (i.e., exhibit 2.a, 2.b,
etc.) under which the exhibit was previously filed.
    2. Unless required pursuant to General Instruction C of this Form,
a Registrant need not file an exhibit as part of a post-effective
amendment, if the exhibit has been filed in the Registrant's initial
registration statement or in a previous post-effective amendment,
unless there has been a change in the exhibit, or unless the exhibit is
a copy of a consent required by Section 7 of the Securities Act or is a
financial statement omitted from Items 8.6 or 24. The reference to this
exhibit shall include the number of the previous filing (e.g., pre-
effective amendment No. 1) where such exhibit was filed.
    3. Unless required pursuant to General Instruction C of this Form,
if an exhibit to a registration statement (other than an opinion or
consent), filed in preliminary form, has been changed (1) only to
insert information as to interest, dividend or conversion rates,
redemption or conversion prices, purchase or offering prices,
underwriters' or dealers' commissions, names, addresses or
participation of underwriters or similar matters, which information
appears elsewhere in an amendment to the registration statement or a
prospectus filed pursuant to Rule 424(b) under the Securities Act or
(2) to correct typographical errors, insert signatures or make other
similar immaterial changes, then, notwithstanding any contrary
requirement of any rule or form, the Registrant need not refile the
exhibit as so amended. Any incomplete exhibit may not, however, be
incorporated by reference into any subsequent filing under any Act
administered by the Commission. If an exhibit required to be executed
(e.g., an underwriting agreement) is filed in final form, a copy of an
executed copy shall be filed.
    4. Schedules (or similar attachments) to the exhibits required by
this Item are not required to be filed provided that they do not
contain information material to an investment or voting decision and
that information is not otherwise disclosed in the exhibit or the
disclosure document. Each exhibit filed must contain a list briefly
identifying the contents of all omitted schedules. Registrants need not
prepare a separate list of omitted information if such information is
already included within the exhibit in a manner that conveys the
subject matter of the omitted schedules and attachments. In addition,
the Registrant must provide a copy of any omitted schedule to the
Commission or its staff upon request.
    5. The Registrant may redact information from exhibits required to
be filed by this Item if disclosure of such information would
constitute a clearly unwarranted invasion of personal privacy (e.g.,
disclosure of bank account numbers, social security numbers, home
addresses and similar information).

0
43. Amend Form 24F-2 (referenced in Sec.  274.24 of this chapter) by:
0
a. Removing Item 9; and
0
b. Redesignating Item 10 as Item 9 and revising newly redesignated Item
9; and
0
c. Revising Instruction E.
    The revisions read as follows:

    Note:  The text of Form 24F-2 does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM 24F-2

Annual Notice of Securities Sold Pursuant to Rule 24f-2

* * * * *
    9. Explanatory Notes (if any): The issuer may provide any
information it believes would be helpful in understanding the
information reported in response to any item of this Form. To the
extent responses relate to a particular item, provide the item
number(s), as applicable.
* * * * *

Instructions

* * * * *
E. Signature
    The Form must be signed on behalf of the issuer by an authorized
officer of the issuer. See rule 302 of Regulation S-T [17 CFR 232.302]
regarding signatures on forms filed electronically.
* * * * *

    By the Commission.

    Dated: October 13, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-22756 Filed 12-8-21; 8:45 am]
BILLING CODE 8011-01-P