--------------------------------------------------------------------------------------------------------------------------------------------------------
                                 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      associated    associated    associated      amount      with fee
                                                              or filer     filing     number    filing     date      offset     with fee      with fee      with fee     associated     offset
                                                                name        type                 date               claimed      offset        offset        offset       with fee      source
                                                                                claimed       claimed       claimed       offset
                                                                                claimed
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Rule 457(p)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fee Offset Claims.........................................            X         X          X         X                    X             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. 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. 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 (Sec.  230.457 of this
chapter) 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.
    2. Table 1: Newly Registered Securities Table and Related
Disclosure.
    A. Newly Registered Securities.
    For securities that are initially being registered on this form,
provide the following information.
    i. Fee Calculation Rules
    a. Rule 457(a).
    For a fee calculated as specified in Rule 457(a) (Sec.  230.457(a)
of this chapter), enter ``457(a)''.
    If relying on Rule 457(a) and (h) under the Securities Act (Sec.
230.457(a) and (h) of this chapter) to calculate the fee due for this
registration statement and the offering price of the securities is not
known, separately disclose the basis of the price of the securities to
be registered as determined pursuant to Securities Act Rule 457(h).
    b. Rule 457(o).
    If relying on Rule 457(o) under the Securities Act (Sec.
230.457(o) of this chapter) to register securities on this Form by
maximum aggregate offering price, enter ``457(o)''. You may omit from
any such row the Amount Registered and the Proposed Maximum Offering
Price Per Unit.
    c. Other.
    If relying on a rule other than Rule 457(a) or (o), enter
``Other''.
    ii. Other Tabular Information.
    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:
    a. The security type of the class of securities to be registered;
    b. The title of the class of securities to be registered;
    c. 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;
    d. The fee rate; and
    e. The registration fee.
    iii. Plan Interest Registration.
    If plan interests are being registered, include the following: In
addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate

amount of interests to be offered or sold pursuant to the employee
benefit plan(s) described herein.
    B. Totals.
    i. Total Offering Amounts.
    Provide the sum of the maximum aggregate offering price for the
newly registered securities and the aggregate registration fee for the
newly registered securities.
    ii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table
2 pursuant to Instruction 3.
    iii. 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 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 (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 457(p) under the Securities Act (Sec.  230.457(p) of this
chapter) 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 457(p).
    If relying on Rule 457(p) under the Securities Act (Sec.
230.457(p) of this chapter) 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.B.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 you were not the registrant under the earlier registration
statements, entering information under the heading ``Rule 457(p)''
pursuant to Instruction 3.B.i affirms that you are 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 (Sec.  230.405
of this chapter).
    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).
    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 on Form S-1
(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.
    For the registration statement on Form S-1 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 S-1 (333-123467) filed on 1/15/20X4 by referencing any
combination of 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
$30,000.
    One example could be:
     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-1 (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.
* * * * *

0
20. Amend Form S-11 (referenced in Sec.  239.18) by:
0
a. Removing the ``Calculation of Registration Fee'' table and the note
that immediately follows it;
0
b. Revising paragraph ``G. Registration of Additional Securities''
under the General Instructions; and
0
c. Adding Item 36.(c).
    The revision and addition read as follows:

    Note:  The text of Form S-11 does not, and this amendment will
not, appear in the Code of Federal Regulations.

United States Securities And Exchange Commission

Washington, DC 20549

Form S-11

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

G. Registration of Additional Securities

    With respect to the registration of additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, 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 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 a 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 the
Rule 462(b) 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 Rule 439(b) under the
Securities Act [17 CFR 230.439(b)].
* * * * *

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

* * * * *

Item 36. Financial Statements and Exhibits.

* * * * *
    (c) Furnish the following information, in substantially the tabular
form indicated, as to each type and class of securities being
registered in the manner required by Item 601(b)(107) of Regulation S-
K.

Calculation of Filing Fee Tables

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

(Form Type)

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

(Exact Name of Registrant as Specified in Governing Instruments)

                                                                     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 (``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. 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. 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 (Sec.  230.457 of this
chapter) 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.
    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) (Sec.  230.457(a)
of this chapter), enter ``457(a)''.
    b. Rule 457(f).
    For a fee calculated as specified in Rule 457(f) (Sec.  230.457(f)
of this chapter), enter ``457(a),'' ``457(o)'' or ``Other,'' as
applicable.
    Separately disclose the amount and value of securities to be
received by the registrant or cancelled upon the issuance of securities
registered on this Form, and explain how the value was calculated in
accordance with Rule 457(f)(1) and (2), as applicable. The explanation
must include the value per share of the securities to be received by
the registrant or cancelled upon the issuance of securities registered
on this Form. Also disclose any amount of cash to be paid by the
registrant in connection with the exchange or other transaction, and
any amount of cash to be received by the registrant in connection with
the exchange or other transaction. In accordance with Rule 457(f)(3),
to determine the maximum aggregate offering price for such a
transaction, the registrant should deduct any amount of cash to be paid
by the registrant in connection with the exchange or other transaction
from, and add any amount of cash to be received by the registrant in
connection with the exchange or other transaction to, the value of the
securities to be received or cancelled as calculated in accordance with
Rule 457(f)(1) and (2), as applicable. Omit from the table the maximum
offering price per unit.
    c. Rule 457(o).
    If relying on Rule 457(o) under the Securities Act (Sec.
230.457(o) of this chapter) to register securities on this Form by
maximum aggregate offering price, enter ``457(o)''. You may omit from
any such row the Amount Registered and the Proposed Maximum Offering
Price Per Unit.
    d. Other.
    If relying on a rule other than Rule 457(a), (f), or (o), enter
``Other''.
    iii. Other Tabular Information.
    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:
    a. The security type of the class of securities to be registered;
    b. The title of the class of securities to be registered;
    c. 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;
    d. The fee rate; and
    e. The registration fee.
    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. If you use this recalculation procedure, separately
disclose that you are 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 (Sec.
230.415(a)(6) of this chapter) 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.
    i. 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.
    ii. Total Fees Previously Paid.
    Provide the aggregate of registration fees previously paid for the
newly registered securities.
    iii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table
2 pursuant to Instruction 3.
    iv. 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 (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. 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 (Sec.
230.457(b) or (p) of this chapter) or Rule 0-11(a)(2) under the
Exchange Act (Sec.  240.0-11(a)(2) of this chapter) 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) under the Securities Act (Sec.
230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act
(Sec.  240.0-11(a)(2) of this chapter) 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 S-11 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) under the Securities Act (Sec.
230.457(p) of this chapter) 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 you were not the registrant under the earlier registration
statements, entering information under the heading ``Rule 457(p)''
pursuant to Instruction 3.C.i affirms that you are 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 (Sec.  230.405
of this chapter).
    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 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 on Form S-1
(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.
    For the registration statement on Form S-1 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 S-1 (333-123467) filed on 1/15/20X4 by referencing any
combination of 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
$30,000.
    One example could be:
     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-1 (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 of 1933 (Sec.  230.429 of this chapter),
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.
* * * * *

0
21. Revise Form N-14 (referenced in Sec.  239.23) to read as follows:

    Note:  The text of Form N-14 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-14

Registration Statement Under the Securities Act of 1933

    Pre-Effective Amendment No.
    Post-Effective Amendment No.
    Check appropriate box or boxes)
    Exact Name of Registrant as Specified in Charter:
    Area Code and Telephone Number:
    Address of Principal Executive Offices: (Number, Street, City,
State, Zip Code)
    Name and Address of Agent for Service:
    (Number and Street) (City) (State) (Zip Code)
    Approximate Date of Proposed Public Offering:
    [If the registration statement is filed pursuant to Rule 488 under
the Securities Act of 1933, include the following information:]
    It is proposed that this filing will become effective on (date)
pursuant to Rule 488.

Table of Contents of Form N-14

General Instructions
    A. Who May Use Form N-14
    B. Registration Fee
    C. Application of Securities Act Rules
    D. Application of Exchange Act Rules
    E. Documents Composing Registration Statement
    F. Preparation of Registration Statement
    G. Incorporation by Reference and Delivery of Prospectuses or
Reports Filed With the Commission
    H. Interactive Data
PART A. INFORMATION REQUIRED IN THE PROSPECTUS
    Item 1. Beginning of Registration Statement and Outside Front Cover
Page of Prospectus
    Item 2. Beginning and Outside Back Cover Page of Prospectus
    Item 3. Fee Table, Synopsis, and Risk Factors
    Item 4. Information About the Transaction
    Item 5. Information About the Registrant
    Item 6. Information About the Company Being Acquired
    Item 7. Voting Information
    Item 8. Interest of Certain Persons and Experts
    Item 9. Additional Information Required for Reoffering by Persons
Deemed To Be Underwriters
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
    Item 10. Cover Page
    Item 11. Table of Contents
    Item 12. Additional Information About the Registrant
    Item 13. Additional Information About the Company Being Acquired
    Item 14. Financial Statements
PART C. OTHER INFORMATION
    Item 15. Indemnification
    Item 16. Exhibits

    Item 17. Undertakings
Signatures

General Instructions

A. Who May Use Form N-14

    Form N-14 may be used by all management investment companies
registered under the Investment Company Act of 1940 (``Investment
Company Act'') and business development companies as defined by Section
2(a)(48) of the Investment Company Act to register under the Securities
Act of 1933 (``Securities Act'') securities to be issued in (1) a
transaction of the type specified in Securities Act Rule 145(a) [17 CFR
230.145(a)]; (2) a merger in which a vote or consent of the security
holders of the company being acquired is not required pursuant to
applicable state law; (3) an exchange offer for securities of the
issuer or another person; (4) a public reoffering or resale of any
securities acquired in an offering registered on Form N-14; or (5) two
or more of the transactions listed in (1) through (4) registered on one
registration statement.

B. Registration Fees

    Section 6(b) of the Securities Act and Rule 457 [17 CFR 230.457]
thereunder set forth the fee requirements under the Securities Act.
Furnish the filing fee exhibit required by paragraph 18 of Item 16,
unless payment will be provided using Form 24F-2 [17 CFR 274.24].
Registrants relying on Section 24(f) of the Investment Company Act,
which permits registration of an indefinite number of shares, as well
as closed-end management companies that make periodic repurchase offers
pursuant to Rule 23c-3 [17 CFR 270.23c-3], 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 and should not furnish the
exhibit or provide filing fee disclosure on this Form. If,
contemporaneous with a filing on Form N-14, a Registrant is offering
its securities to the public by means of a current prospectus under an
effective registration statement, the prospectus included in a
registration statement filed on Form N-14 may be used, under Rule 429
[17 CFR 230.429], in connection with the securities covered by the
earlier registration statement.

C. Application of Securities Act Rules

    Attention is directed to the General Rules and Regulations under
the Securities Act, particularly Regulation C [17 CFR 230.400 et seq.].
That regulation contains general requirements regarding the preparation
and filing of registration statements.

D. Application of Exchange Act Rules

    1. If the registrant or any other person which is a party to the
transaction submits a proposal to its security holders entitled to vote
on, or consent to, the transaction in which the securities being
registered are to be issued, and that person's submission to its
security holders is subject to (i) Regulation 14A [17 CFR 240.14a-1
through 14a-101] or 14C [17 CFR 240.14c-1 through 14c-101] under the
Securities Exchange Act of 1934 (``Exchange Act'') or (ii) the proxy
rules under Section 20 of the Investment Company Act [17 CFR 270.20a-
1], then the provisions of those regulations shall apply in all
respects to the submission, except that the prospectus, which may be in
the form of a proxy or information statement, shall contain the
information required by this Form in lieu of that required by (i)
Schedule 14A [17 CFR 240.14a-101] or 14C [17 CFR 240.14c-101] of
Regulation 14A or 14C and (ii) the proxy rules under Section 20 of the
Investment Company Act. It should be noted, however, that if a separate
proposal subject to those proxy requirements (for example, with respect
to action to be taken on the election of directors or on an investment
advisory contract), is submitted to security holders, the submission
also must comply with the relevant information requirements of Schedule
14A or Schedule 14C and the Investment Company Act proxy rules [17 CFR
270.20a-1]. Copies of the preliminary and definitive proxy or
information statement, form of proxy or other material filed as part of
the registration statement shall be deemed filed pursuant to the
requirements of those regulations. All other soliciting material shall
be filed in accordance with that regulation.
    2. If the proxy or information material sent to security holders is
not subject to Regulation 14A or 14C, it shall be filed as a part of
the registration statement at the time the statement is filed or as an
amendment thereto before the material is used.

E. Documents Composing Registration Statement

    A registration statement or an amendment to it filed under the
Securities Act shall consist of the facing sheet of the Form, Part A,
Part B, Part C, required signatures, and all other documents which are
required or which the registrant elects to file as a part of the
registration statement.

F. Preparation of the Registration Statement

    The following instructions for completing Form N-14 are divided
into three parts. Part A relates to the prospectus required by Section
10(a) of the Securities Act. Part B relates to the Statement of
Additional Information (``SAI'') that must be provided upon request to
recipients of the prospectus. Part C relates to other information that
is required to be in the registration statement.
Part A: The Prospectus
    The purpose of the prospectus is to provide essential information
about the registrant and the transaction in a way that will assist
investors in making informed decisions about whether to purchase the
securities being offered. Because investors who rely on the prospectus
may not be sophisticated in legal or financial matters, care should be
taken that the information in the prospectus is set forth in a clear,
concise, and understandable manner. Extensive use of technical or legal
terminology or complex language and the inclusion of excessive detail
may make the prospectus difficult for many investors to understand and
may, therefore, detract from its usefulness. Accordingly, registrants
should adhere to the following guidelines in responding to the items in
Part A:
    1. Responses to these items, particularly those that call for a
brief description, should be as simple and direct as possible and
should include only information needed to understand the fundamental
characteristics of the registrant. Brevity is particularly important in
describing practices or aspects of the registrant's operations that do
not differ materially from those of other investment companies.
    2. Descriptions of practices that are necessitated or otherwise
affected by legal requirements should generally not include detailed
discussions of the law.
    3. Responses to those items that use terms such as ``list'' or
``identify'' should include only a minimum explanation of the matters
being listed or identified.
    4. The so-called President's Letter, which provides a summary of
the proposed transaction, may be used as the initial or introductory
document to the Part A prospectus.
Part B: Statement of Additional Information
    Part B of the Registration Statement consists of additional
information about the registrant and the company being acquired and
certain financial

information that the Commission has concluded is not necessary or
appropriate in the public interest or for the protection of investors
to require in the prospectus, if the registrant complies with certain
conditions.
    The SAI or information in response to Item 6 of Form N-14 need not
be included in the prospectus or accompany it when sent to shareholders
provided that: (1) The prospectus is sent (by first class mail or any
other means designed to assure reasonably prompt delivery) or given to
prospective investors at least 20 business days prior to (a) the date
on which the meeting of security holders is held or (b) if no meeting
is held, the earlier of the date of the vote, consent or authorization,
the date the transaction is consummated or the date the securities are
purchased, or (c) in the case of an exchange offer subject to the
tender offer rules, the scheduled expiration date of the offer; (2) the
cover page of the prospectus (or proxy statement in the case of a
prospectus in the form of a proxy statement) states that the SAI is
available upon oral or written request and without charge (if the
registrant has a toll-free telephone number for use by prospective
investors that number must be provided); in addition, a self-addressed
card for requesting the SAI must also accompany the prospectus unless
the toll-free telephone number is provided, and; (3) if a request for
the SAI is received by the registrant, the statement must be sent
within one business day of receipt of the request and must be sent by
first class mail or other means designed to ensure equally prompt
delivery.
    The statutory provisions relating to the dating of the prospectus
apply equally to the dating of the SAI for purposes of Rule 423 under
the Securities Act [17 CFR 230.423]. Furthermore, the SAI should be
made available to investors as of the same time that the prospectus
becomes available for purposes of Rule 430 under the Securities Act [17
CFR 230.430].

G. Incorporation by Reference and Delivery of Prospectuses or Reports
Filed With the Commission

    If any party to a transaction registered on Form N-14 is registered
under the Investment Company Act or is a business development company
as defined by Section 2(a)(48) of the Investment Company Act and has a
current prospectus which meets the requirements of Section 10(a)(3) of
the Securities Act or is current in its reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act and Section 30 of the
Investment Company Act, the registrant may, if it so elects,
incorporate by reference the prospectus, the corresponding SAI, or
reports, or any information in the prospectus, the corresponding SAI,
or reports, which satisfies the disclosure required by Items 5, 6, and
11 through 14 of this Form. If the registrant elects to incorporate
information by reference into the prospectus, a copy of each document
from which information is incorporated by reference must accompany the
prospectus, except that a prospectus from which information has been
incorporated by reference need not be sent to an investor if the
obligation to deliver a prospectus under Section 5(b)(2) of the
Securities Act [15 U.S.C. 77e] has already been satisfied with respect
to that investor pursuant to Rule 498A(j) for the offering described in
the prospectus being incorporated by reference. Notwithstanding the
foregoing the registrant may, at its discretion, incorporate any or all
of the SAI into the prospectus delivered to investors, without
delivering the Statement with the prospectus, so long as the SAI is
available to investors as provided in General Instruction F. The
registrant also may incorporate by reference into the prospectus
information about the company being acquired without delivering the
information with the prospectus under certain conditions pursuant to
Item 6 of Form N-14, and in accordance with the requirements of
Instruction F.
    If the registrant elects to incorporate information by reference
into the SAI, a copy of each document from which information is
incorporated by reference must accompany the SAI sent to shareholders.
    All incorporation by reference must comply with the requirements of
this Form and the following rules on incorporation by reference: Rule
411 under the Securities Act [17 CFR 230.411] (general rules on
incorporation by reference in a prospectus) and rule 303 of Regulation
S-T [17 CFR 232.303] (specific requirements for electronically filed
documents).

H. Interactive Data

    1. The filing fee exhibit required by paragraph (18) of Item 16 of
this Form must be submitted to the Commission as required by Rule 408
of Regulation S-T [17 CFR 232.408].
    2. 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.

PART A: INFORMATION REQUIRED IN THE PROSPECTUS

Item 1. Beginning of Registration Statement and Outside Front Cover
Page of Prospectus

    (a) The facing page of the registration statement shall contain the
information required by Rule 481(a) [17 CFR 230.481(a)].
    (b) The outside front cover page of the prospectus shall contain
the following information:
    (1) The registrant's name, the address (including zip code) and
telephone number (including area code) of its principal executive
offices and, where applicable, its sponsor's name;
    (2) an identification of the type of fund or separate account (as
defined in Section 2(a)(37) of the Investment Company Act) or a brief
description of the registrant's investment objectives;
    (3) a statement summarizing the proposed transaction, naming the
parties to it and giving the address (including zip code) and telephone
number (including area code) of the principal executive offices of the
company being acquired;
    (4) a statement or statements that:
    (i) The prospectus sets forth concisely the information about the
registrant that a prospective investor ought to know before investing;
    (ii) the prospectus should be retained for future reference; and
    (iii) additional information about the registrant has been filed
with the Commission and is available upon oral or written request and
without charge. (This statement should include instructions about how
to obtain the additional information and whether any of the SAI has
been incorporated by reference into the prospectus);
    (5) the date of the prospectus and date of any SAI;
    (6) the statement required by Securities Act Rule 481(b)(1) [17 CFR
230.481(b)(1)]; and
    (7) such other information as required by rules of the Commission
or of any other governmental authority having jurisdiction over the
registrant or the issuance of its securities.
    (c) The cover page may include other information, but that
additional information must not, either by its nature, quantity, or
manner of presentation, impede understanding of required information.

Item 2. Beginning and Outside Back Cover Page of Prospectus

    The following information, to the extent applicable, shall appear
on the front or on the outside back cover page of the prospectus:

    (a) The name of any national securities exchange on which the
registrant's securities are listed and a statement that reports, proxy
material and other information concerning the registrant can be
inspected at the exchanges;
    (b) the table of contents required by Rule 481(c) [17 CFR
230.481(c)].

Item 3. Fee Table, Synopsis Information, and Risk Factors

    (a) Include a table showing the current fees for the registrant and
the company being acquired and pro forma fees, if different, for the
registrant after giving effect to the transaction using the format
prescribed in the appropriate registration statement form under the
Investment Company Act (for open-end management investment companies,
Item 3 of Form N-1A; for closed-end management investment companies,
Item 3 of Form N-2; and for separate accounts that offer variable
annuity contracts, Item 3 of Form N-3).
    (b) The registrant shall include at the beginning of the prospectus
a synopsis of the information contained in the prospectus. The synopsis
shall be a clear and concise discussion of the key features of the
transaction, of the registrant, and of the company being acquired. As
to the registrant and company being acquired compare: (1) Investment
objectives and policies; (2) distribution and purchase procedures and
exchange rights; (3) redemption procedures; and (4) any other
significant considerations. Highlight differences. Discuss the primary
federal tax and other consequences of the proposed transaction to the
security holders.
    (c) Immediately after the synopsis, briefly discuss the principal
risk factors of investing in the registrant. Briefly compare these
risks with those associated with an investment in the company being
acquired. If the registrant is a closed-end investment company, briefly
describe any restrictions on the registrant's present or, if
applicable, future ability to pay dividends with respect to any class
of securities.

Item 4. Information About the Transaction

    (a) Outline the material features of the proposed transaction,
including:
    (1) A brief summary of the terms of the acquisition agreement;
    (2) a description of the securities to be issued;
    (3) the reasons the registrant and the company being acquired are
proposing the transaction;
    (4) the federal income tax consequences, if any, to the security
holders of both parties, including appropriate references to Internal
Revenue Code sections; and
    (5) a description of any material differences between the rights of
security holders of the company being acquired and the rights of
security holders of the registrant.
    (b) Furnish a tabulation in columnar form showing the existing and
the pro forma capitalization.

Item 5. Information About the Registrant

    Provide the following information, to the extent applicable, about
the registrant:
    (a) If the registrant is an open-end management investment company,
furnish the information required by Items 2 through 8, 9(a), 9(b), and
10 through 13 of Form N-1A under the Investment Company Act;
    (b) if the registrant is a closed-end management investment
company, furnish the information required by Items 4, 8.1, 8.2, 8.4,
8.5, 8.6, 9, 10, 11, and 12 of Form N-2 under the Investment Company
Act;
    (c) if the registrant is a separate account (as defined in Section
2(a)(37) of the Investment Company Act) offering variable annuity
contracts which are registered under the Investment Company Act,
furnish the information required by Items 2 through 3, 5 through 16,
and 18 of Form N-3 under the Investment Company Act;
    (d) if the registrant is a small business investment company
registered under the Investment Company Act, furnish the information
required by Items l through 7, 9 through 13, 15(a), 16, 19, 20, and 21
of Form N-5 under the Investment Company Act;
    (e) a statement that the registrant is subject to the informational
requirements of the Exchange Act and in accordance therewith files
reports and other information with the Securities and Exchange
Commission; and
    (f) a statement that proxy material, reports (and where registrant
is subject to Regulation 14A or l4C of the Exchange Act, proxy and
information statements) and other information filed by the registrant
is available on the Commission's website at http://www.sec.gov.

Item 6. Information About the Company Being Acquired

    Information about the company being acquired shall be provided as
follows:
    (a) If the company being acquired is a management investment
company registered under the Investment Company Act or a business
development company as defined by Section 2(a)(48) of the Investment
Company Act:
    (1) If the transaction will be submitted to the security holders of
the registrant for approval or consent, furnish the information that
would be required by Items 5 and 8 of this Form as if securities of the
company being acquired were being registered;
    (2) if the transaction will not be submitted to security holders of
the registrant for approval or consent, furnish:
    (i) The information that would be required by Items 5 and 8 of this
Form as if securities of the company being acquired were being
registered, or
    (ii) provided the requirements of Instruction F are satisfied,
include a statement that information about the company being acquired
is incorporated by reference from the current prospectus of the company
being acquired and is available upon request from the registrant
without charge. (Provide a copy of the prospectus of the acquired
company upon request in accordance with the requirements in Instruction
F. If the company being acquired is registered on Form N-1A, Form N-2,
Form N-3, or Form N-4 under the Investment Company Act, in responding
to requests under this Item, provide both a copy of the prospectus of
the acquired company and the SAI with respect to that prospectus.)
    (b) in addition, if the company being acquired is registered under
the Investment Company Act and is required to file reports under
Section 30 of that Act:
    (1) State that reports and other information filed by the company
being acquired is available on the Commission's website at http://www.sec.gov; and
    (2) name any national securities exchange on which the securities
of the company being acquired are listed, and state that reports, proxy
statements and other information concerning the company being acquired
can be inspected at the exchange.
    (c) if the company being acquired is not registered under the
Investment Company Act but is subject to the reporting requirements of
Section 13(a) or 15(d) of the Exchange Act, furnish the information
that would be required by Item 17(a) of Form S-4 under the Securities
Act; and
    (d) if the company being acquired is not registered under the
Investment Company Act and is not subject to the reporting requirements
of either Section 13(a) or 15(d) of the Exchange Act, furnish a brief
description of: the business done by the company, including basic
identifying information

such as the date and form of its organization; its investment
objectives and policies; and how the company is managed.

Item 7. Voting Information

    (a) If proxies are to be solicited, include, where applicable, the
information called for by Items 2 and 4 of Schedule 14A of Regulation
14A under the Exchange Act.
    (b) If the transaction is an exchange offer or if proxies are not
to be solicited, include, where applicable, the information called for
by Item 2 of Schedule 14C under the Exchange Act, and state the date,
time and place of the meeting of the security holders, unless such
information is otherwise disclosed in material furnished to security
holders with the information statement.
    (c) In addition to the information called for by paragraphs (a) and
(b) above, include:
    (1) The information called for by Item 3 of Schedule 14A of
Regulation 14A under the Exchange Act;
    Instruction: Also state that the exercise of such rights is subject
to the ``forward pricing'' requirements of Rule 22c-1 under the
Investment Company Act [17 CFR 270.22c-1] and that the Rule supersedes
contrary provisions of state law.
    (2) the information called for by Item 21 of Schedule 14A of
Regulation 14A under the Exchange Act about both the registrant and the
company being acquired;
    (3) the information called for by Items 6(a) and (b) of Schedule
14A of Regulation 14A under the Exchange Act about both the registrant
and the company being acquired;
    (4) with respect to both the registrant and the company being
acquired:
    (i) The name and address of each person who controls either party
to the transaction and explain the effect of that control on the voting
rights of other security holders. As to each control person, state the
percentage of the voting securities owned or any other basis of
control. If the control person is a company, give the state or other
sovereign power under the laws of which it is organized. List all
parents of the control person.
    Instruction: For purposes of subparagraph (c)(4)(i), ``control''
shall mean (1) the beneficial ownership, either directly or through one
or more controlled companies, of more than 25 percent of the voting
securities of a company; (2) the acknowledgment or assertion by either
the controlled or controlling party of the existence of control; or (3)
an adjudication under Section 2(a)(9) of the Investment Company Act [15
U.S.C. 80a-2(a)(9)], which has become final, that control exists.
    (ii) the name, address and percentage of ownership of each person
who owns of record or is known by either party to the transaction to
own of record or beneficially 5 percent or more of any class of either
party's outstanding equity securities.
    Instructions: 1. The percentages are to be calculated on the basis
of the amount of securities outstanding.
    2. Indicate, as far as practicable, the percentage of registrant's
shares to be owned by such persons upon consummation of the proposed
transaction on the basis of present holdings and commitments.
    3. If to the knowledge of either party to the transaction or any
principal underwriter of their securities, 5 percent or more of any
class of voting securities of either party are or will be held subject
to any voting trust or other similar agreement, this fact must be
disclosed.
    4. Indicate whether the securities are owned both of record and
beneficially, or of record only, or beneficially only, and show the
respective percentage owned in each manner.
    (iii) a statement of all equity securities of the registrant, owned
by all officers, directors and members of the advisory board of the
registrant as a group, without naming them. In any case where the
amount owned by directors and officers as a group is less than l
percent of the class, a statement to that effect is sufficient.

Item 8. Interest of Certain Persons and Experts

    (a) Describe briefly any material interest, direct or indirect, by
security holdings or otherwise, of any affiliated person of the
registrant in the proposed transaction.
    Instruction: This Item shall not apply to any interest arising from
the ownership of securities of the registrant where the security holder
receives no extra or special benefit not shared on a pro rata basis by
all other holders of the same class.
    (b) If any expert named in the registration statement as having
prepared or certified any part thereof (or named as having prepared or
certified a report or valuation for use in connection with the
registration statement), or counsel for the registrant, underwriters or
selling security holders named in the prospectus as having given an
opinion upon the validity of the securities being registered or upon
other legal matters in connection with the registration or offering of
such securities, was employed for such purpose on a contingent basis,
or at the time of such preparation, certification or opinion, or at any
time thereafter through the date of effectiveness of the registration
statement to which such preparation, certification, or opinion relates,
had, or is to receive in connection with the offering, a substantial
interest, direct or indirect, in the registrant or was connected with
the registrant, managing underwriter (or any principal underwriter, if
there are no managing underwriters), voting trustee, director, officer,
or employee, furnish a brief statement of the nature of such contingent
basis, interest, or connection.
    Instructions: 1. The interest of an expert (other than an
accountant) or counsel will not be deemed substantial and need not be
disclosed if the interest, including the fair market value of all
securities of the registrant owned, received and to be received, or
subject to options, warrants or rights received or to be received by
the expert or counsel does not exceed $50,000. For purposes of this
instruction, the term ``expert'' or counsel includes the firm,
corporation, partnership or other entity, if any, by which the expert
or counsel is employed or of which he is a member or of counsel to, and
all attorneys in the case of counsel, and all nonclerical personnel in
the case of named experts, participating in the matter on behalf of the
firm, corporation, partnership or entity.
    2. Accountants providing a report on the financial statements,
presented or incorporated by reference in the registration statement,
should note Section 210.2-01 [17 CFR 210.2-01] of Regulation S-X for
the Commission's requirements regarding ``Qualification of
Accountants'' which discusses disqualifying interests.

Item 9. Additional Information Required for Reoffering by Persons
Deemed To Be Underwriters

    If any of the securities are to be reoffered to the public by any
person who is deemed to be an underwriter thereof, furnish the
following information in the prospectus, to the extent it is not
already furnished therein:
    (a) The name of each security holder;
    (b) the nature of any position, office or other material
relationship which the selling security holder has had within the past
three years with the registrant or any of its predecessors or
affiliated companies;
    (c) the amount of securities owned by the selling security holder
prior to the offering, the amount to be offered for the security
holder's account, the amount and (if one percent or more) the

percentage of the class to be owned by the security holder after
completion of the offering; and
    (d) information about the transaction in which the securities were
acquired and any material changes in the registrant's affairs after the
transaction.

PART B: INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Item 10. Cover Page

    (a) The outside cover page is required to contain the following
information:
    (i) The registrant's name;
    (ii) a statement or statements (A) that the Statement of Additional
Information is not a prospectus; (B) that the Statement of Additional
Information should be read in conjunction with the prospectus; and (C)
from whom a copy of the prospectus may be obtained;
    (iii) the date of the prospectus to which the Statement of
Additional Information relates and any other identifying information;
and
    (iv) the date of the Statement of Additional Information.
    (b) The cover page may include other information, but care should
be taken that such additional information does not, either by its
nature, quantity, or manner of presentation, impede understanding of
required information.

Item 11. Table of Contents

    Set forth under appropriate captions (and sub-captions) a list of
the contents of the SAI and, where useful, provide cross-references to
related disclosure in the prospectus.

Item 12. Additional Information About the Registrant

    (a) If the registrant is an open-end management investment company,
furnish the information required by Items 14 through 27 of Form N-1A
under the Investment Company Actor Items 20 through 26 of Form N-3, as
applicable.
    (b) If the registrant is a closed-end management investment
company, furnish the information required by Items 14 through 23, and
Item 4.2 if the registrant is regulated as a business development
company, of Form N-2 under the Investment Company Act.
    (c) If the registrant is not an open-end management investment
company, no specific information about the company need be included.

Item 13. Additional Information About the Company Being Acquired

    If the transaction will be submitted to the security holders of the
registrant for approval or consent:
    (a) If the company being acquired is an open-end management
investment company, furnish the information required by Items 14
through 17 and 19 through 27 of Form N-1A under the Investment Company
Act or Items 20 through 26 of Form N-3, as applicable.
    (b) If the company being acquired is a closed-end management
investment company, furnish the information required by Item 15 through
18 and Item 20 through 23 of Form N-2. If the company being acquired is
regulated as a business development company, also furnish the
information required by Items 4.2 and 8.6.c (if applicable) of Form N-
2.
    (c) If the company being acquired is not an open-end management
investment company, no specific information about the company need be
included.

Item 14. Financial Statements

    The SAI shall contain the financial statements and schedules of the
acquiring company and the company to be acquired required by Regulation
S-X [17 CFR 210] for the periods specified in Article 3 of Regulation
S-X [17 CFR 210.3-01 et seq.] except:
    1. The following statements and schedules required by Regulation S-
X may be omitted from Part B of the registration statement and included
in Part C:
    (i) The statements of any subsidiary which is not a majority-owned
subsidiary; and
    (ii) columns C and D of Schedule III [17 CFR 210.12-14] in support
of the most recent balance sheet; and
    2. the pro forma financial statements required by Rule 11-01 of
Regulation S-X [17 CFR 210.11-01] need not be prepared if the net asset
value of the company being acquired does not exceed ten percent of the
registrant's net asset value, both of which are measured as of a
specified date within thirty days prior to the date of filing of this
registration statement.

PART C: OTHER INFORMATION

Item 15. Indemnification

    State the general effect of any contract, arrangement or statute
under which any director, officer, underwriter or affiliated person of
the registrant is insured or indemnified in any manner against any
liability which may be incurred in such capacity, other than insurance
provided by any director, officer, affiliated person or underwriter for
its own protection.
    Instruction: In responding to this Item the registrant should take
note of the provisions of Rules 461(c) [17 CFR 230.461] and 484 [17 CFR
230.484] under the Securities Act and Sections 17(h) and (i) of the
Investment Company Act [15 U.S.C. 80a-17(h) and (i)].

Item 16. Exhibits

    Subject to General Instructions B (Registration Fees), G
(Incorporation by Reference), and H (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.
    (1) copies of the charter of the registrant as now in effect;
    (2) copies of the existing bylaws or corresponding instruments of
the registrant;
    (3) copies of any voting trust agreement affecting more than 5
percent of any class of equity securities of the registrant;
    (4) copies of the agreement of acquisition, reorganization, merger,
liquidation and any amendments to it;
    (5) copies of all instruments defining the rights of holders of the
securities being registered, including copies, where applicable, of the
relevant portion of the articles of incorporation or by-laws of the
registrant.
    (6) copies of all investment advisory contracts relating to the
management of the assets of the registrant;
    (7) copies of each underwriting or distribution contract between
the registrant and a principal underwriter, and specimens or copies of
all agreements between principal underwriters and dealers;
    (8) copies of all bonus, profit sharing, pension or other similar
contracts or arrangements wholly or partly for the benefit of directors
or officers of the registrant in their capacity as such. Furnish a
reasonably detailed description of any plan that is not set forth in a
formal document;
    (9) copies of all custodian agreements and depository contracts
under Section 17(f) of the Investment Company Act [15 U.S.C. 80a-
17(f)], for securities and similar investments of the registrant,
including the schedule of remuneration;
    (10) copies of any plan entered into by registrant pursuant to Rule
l2b-1 under the Investment Company Act [17 CFR 270.12b-1] and any
agreements with any person relating to implementation of the plan, and
copies of any plan entered into by registrant pursuant to Rule 18f-3
under the Investment Company Act [17 CFR 270.18f-3], any

agreement with any person relating to implementation of the plan, any
amendment to the plan, and a copy of the portion of the minutes of the
meeting of the registrant's directors describing any action taken to
revoke the plan;
    (11) an opinion and consent of counsel as to the legality of the
securities being registered, indicating whether they will, when sold,
be legally issued, fully paid and non-assessable;
    (12) an opinion, and consent to their use, of counsel or, in lieu
of an opinion, a copy of the revenue ruling from the Internal Revenue
Service, supporting the tax matters and consequences to shareholders
discussed in the prospectus;
    (13) copies of all material contracts of the registrant not made in
the ordinary course of business which are to be performed in whole or
in part on or after the date of filing the registration statement;
    (14) copies of any other opinions, appraisals or rulings, and
consents to their use relied on in preparing the registration statement
and required by Section 7 of the Securities Act [15 U.S.C. 77g];
    (15) all financial statements omitted pursuant to Item 14(a)(l);
    (16) manually signed copies of any power of attorney pursuant to
which the name of any person has been signed to the registration
statement;
    (17) any additional exhibits which the registrant may wish to file;
and
    (18) furnish the following information, in substantially the
tabular form indicated, as to each type and class of securities being
registered.

    Note.  Registrants that 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
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                     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. 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.
    2. Table 1: Newly Registered 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 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(f).
    For a fee calculated as specified in Rule 457(f) under the
Securities Act [17 CFR 230.457(f)], enter ``457(a)'', 457(o)'' or
``Other'', as applicable.
    Separately disclose the amount and value of securities to be
received by the registrant or cancelled upon the issuance of securities
registered on this Form, and explain how the value was calculated in
accordance with Rule 457(f)(1) and (2), as applicable. The explanation
must include the value per share of the securities to be received by
the registrant or cancelled upon the issuance of securities registered
on this Form. Also disclose any amount of cash to be paid by the
registrant in connection with the exchange or other transaction, and
any amount of cash to be received by the registrant in connection with
the exchange or other transaction. In accordance with Rule 457(f)(3),
to determine the maximum aggregate offering price for such a
transaction, the registrant should deduct any amount of cash to be paid
by the registrant in connection with the exchange or other transaction
from, and add any amount of cash to be received by the registrant in
connection with the exchange or other transaction to, the value of the
securities to be received or cancelled as calculated in accordance with
Rule 457(f)(1) and (2), as applicable. Omit from the table the maximum
offering price per unit.
    c. 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.
    d. Other.
    If relying on a rule other than Rule 457(a), (f), or (o) enter
``Other''.
    iii. Other Tabular Information.
    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:
    a. The security type of the class of securities to be registered;
    b. The title of the class of securities to be registered;
    c. 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;
    d. The fee rate; and
    e. The registration fee.
    iv. Pre-Effective Amendments.
    A. 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. Totals.
    i. Total Offering Amounts.
    Provide the maximum aggregate offering price for the newly
registered securities, and the aggregate registration fee for the newly
registered securities.
    ii. Total Fees Previously Paid.
    Provide the aggregate of registration fees previously paid for the
newly registered securities.
    iii. Total Fee Offsets.
    Provide the aggregate of the fee offsets that are claimed in Table
2 pursuant to Instruction 3
    iv. 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-14, 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) under the Securities Act [17 CFR
230.457(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 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 you were not the registrant under the earlier registration
statements, entering information under the heading ``Rule 457(p)''
pursuant to Instruction 3.C.i affirms that you are 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 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-14
(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-14 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 of 1933 [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. 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.
    2. 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).
    3. The registrant may redact specific provisions or terms of
exhibits required to be filed by paragraph (13) of this Item if the
registrant customarily and actually treats that information as private
or confidential and if the omitted information is not material. If it
does so, the registrant should mark the exhibit index to indicate that
portions of the exhibit have been omitted and include a prominent
statement on the first page of the redacted exhibit that certain
identified information has been excluded from the exhibit because it is
both not material and the type that the registrant treats as private or
confidential. The registrant also must include brackets indicating
where the information is omitted from the filed version of the exhibit.
If requested by the Commission or its staff, the registrant must
promptly provide on a supplemental basis an unredacted copy of the
exhibit and its materiality and privacy or confidentiality analyses.
Upon evaluation of the registrant's supplemental materials, the
Commission or its staff may require the registrant to amend its filing
to include in the exhibit any previously redacted information that is
not adequately supported by the registrant's analyses. The registrant
may request confidential treatment of the supplemental material
submitted under this Instruction 3 pursuant to Rule 83 of the
Commission's Organizational Rules [17 CFR 200.83] while it is in the
possession of the Commission or its staff. After completing its review
of the supplemental information, the Commission or its staff will
return or destroy it, if the registrant complies with the procedures
outlined in Rule 418 under the Securities Act [17 CFR 230.418].
    4. Each exhibit identified in the exhibit index (other than an
exhibit filed in eXtensible Business Reporting Language) must include
an active link to an exhibit that is filed with the registration
statement or, if the exhibit is incorporated by reference, an active
hyperlink to the exhibit separately filed on EDGAR. If the registration
statement is amended, each amendment must include active hyperlinks to
the exhibits required with the amendment.

Item 17. Undertakings

    (1) The undersigned registrant agrees that prior to any public
reoffering of the securities registered through the use of a prospectus
which is a part of this registration statement by any person or party
who is deemed to be an underwriter within the meaning of Rule 145(c) of
the Securities Act [17 CFR 230.145c], the reoffering prospectus will
contain the information called for by the applicable registration form
for the reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the
applicable form.
    (2) The undersigned registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an amendment
to the registration statement and will not be used until the amendment
is effective, and that, in determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a
new registration statement for the securities offered therein, and the
offering of the securities at that time shall be deemed to be the
initial bona fide offering of them.

Signatures

    As required by the Securities Act of 1933, this registration
statement has been signed on behalf of the registrant, in the City
of ______ and State of ______, on the ___ day of ___,___.

Registrant-------------------------------------------------------------

By:--------------------------------------------------------------------

(Signature and Title)

    As required by the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities
and on the dates indicated.

Signature

Title

Date

0
22. Amend Form S-4 (referenced in Sec.  239.25) by:
0
a. Removing the ``Calculation of Registration Fee'' table and the note
that immediately follows it;
0
b. Revising General Instruction H;
0
c. Removing and reserving General Instruction J;
0
d. Revising General Instruction K; and
0
e. Adding Item 21.(d).
    The revisions and addition read as follows:

    Note:  The text of Form S-4 does not, and this amendment will
not, appear in the Code of Federal Regulations.

United States Securities and Exchange Commission

Washington, DC 20549

Form S-4

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

H. Registration Statements Subject to Rule 415(a)(1)(viii) (Sec.
230.415(a)(1)(viii) of This Chapter)

    If the registration statement relates to offerings of securities
pursuant to Rule 415(a)(1)(viii), required information about the type
of contemplated transaction and the company to be acquired only need be
furnished as of the date of initial effectiveness of the registration
statement to the extent practicable. The required information about the
specific transaction and the particular company being acquired,
however, must be included in the prospectus by means of a post-
effective amendment; Provided, however, that where the transaction in
which the securities are being offered pursuant to a registration
statement under the Securities Act of 1933 would itself qualify for an
exemption from Section 5 of the Act, absent the existence of other
similar (prior or subsequent) transactions, a prospectus supplement
could be used to furnish the information necessary in connection with
such transaction. Each post-effective amendment or final prospectus
supplement filed to provide required information about a specific
transaction and particular company being acquired must include in the
exhibit required by Item 21(d) of this Form or Rule 424(g) (Sec.
230.424(g) of this chapter), 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.
* * * * *

J. [Reserved]

K. Registration of Additional Securities

    With respect to the registration of additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, 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 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 a 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 the
Rule 462(b) 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 Rule 439(b) under the
Securities Act [17 CFR 230.439(b)]
* * * * *

PART II--INFORMATION NOT REQUIRED IN PROSPECTUS

* * * * *

Item 21. Exhibits and Financial Statement Schedules

* * * * *
    (d) Furnish the following information, in substantially the tabular
form indicated, as to each type and class of securities being
registered in the manner required by Item 601(b)(107) of Regulation S-
K, provided, however that if this is an exhibit to a post-effective
amendment and the only disclosure presented is pursuant to General
Instruction H of this Form and instruction 1.D below, the disclosure
may be in solely narrative rather than substantially tabular form.

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