Security

Type

Security

Class

Title

Fee

Calculation

or Carry

Forward

Rule

Amount

Registered

Proposed

Maximum

Offering

Price Per

Unit

Maximum

Aggregate

Offering

Price

Fee

Rate

Amount of

Registration

Fee

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

Debt

Debt Securities

Rule 456(b) and Rule 457(r)

(1)

(1)

(1)

(2)

(2)

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)

An unspecified and indeterminate aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be sold at indeterminate prices or upon exercise, conversion or exchange of other securities registered hereby.

(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 the registration fee. Any registration fee will be paid subsequently on a pay-as-you-go basis in accordance with Rule 457(r).