Security

Type

Security

Class

Title ⁽¹⁾

Fee

Calculation

or Carry

Forward

Rule ⁽²⁾

Amount

Registered ⁽³⁾

Proposed

Maximum

Offering

Price Per

Unit ⁽³⁾

Maximum

Aggregate

Offering

Price ⁽³⁾

Fee

Rate ⁽²⁾

Amount of

Registration

Fee ⁽²⁾

Carry

Forward

Form

Type

Carry

Forward

File

Number

Carry

Forward

Initial

effective

date

Filing Fee

Previously

Paid In

Connection

with

Unsold

Securities

to be

Carried

Forward

Newly Registered Securities

Fees to Be

Paid

Equity

Common Stock

457(r)

—

—

Equity

Preferred Stock

457(r)

—

Debt

Debt Securities

457(r)

Other

Depositary Shares

457(r)

Other

Warrants

457(r)

—

Other

Subscription Rights

457(r)

Other

Purchase Contracts

457(r)

—

Other

Units

457(r)

—

Fees

Previously

Paid

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Carry Forward Securities

Carry

Forward

Securities

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Total Offering Amounts

N/A

N/A

Total Fees Previously Paid

N/A

Total Fee Offsets

N/A

Net Fee Due

N/A

(1)

The securities registered hereunder may be offered by the registrant separately or as units with any other securities registered hereunder.

(2)

In accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fees required in connection with this Registration Statement and will pay such fees on a “pay-as-you-go” basis.

(3)

There is to be registered hereunder such indeterminate number or amount of securities of each identified class as may from time to time be issued by the registrant at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable anti-dilution provisions. Separate consideration may or may not be received for securities that are issuable on exercise, conversion, redemption, settlement or exchange of other securities.