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(1) The Registrant is relying on Rule 457(c) under the Securities Act of 1933 ("Securities Act") to calculate the registration fee. The Maximum Aggregate Offering Price is estimated solely for the purpose of determining the registration fee in accordance with Rule 457(c) under the Securities Act based on the average of the high and low sales prices of the shares of common shares of beneficial interest on July 25, 2025, as reported on the New York Stock Exchange. The proposed maximum offering price per security will be determined, from time to time, by the Registrant in connection with the sale by the Registrant of the securities registered under this Registration Statement. (2) Maximum Aggregate Offering Price is estimated at $70,780,961.92. See note (1) above. Amounts shown under "Maximum Aggregate Offering Price" and "Amount of Registration Fee" reflect $153.10 previously paid to register $1,000,000 of Common Shares, plus $10,683.47 to register the additional $69,780,961.92 of Common Shares registered hereby. |
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No separate consideration will be received by the Registrant. Any shares issued pursuant to an offering of rights to purchase shares of beneficial interest, including any shares issued pursuant to an over-subscription privilege or a secondary over-subscription privilege, will be shares registered under this Registration Statement. |
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Pursuant to Rule 415(a)(6) under the Securities Act, this registration statement includes 6,987,184 of unsold shares of common shares of beneficial interest (the "Unsold Carryforward Shares") that were previously registered for sale under the Registrant's prior registration statement on Form N-2/A (File No. 333-262366) effective March 22, 2022 (the "Prior Registration Statement"). The Registrant previously paid filing fees of $8,873.65 in connection with such Unsold Carryforward Shares. Pursuant to Rule 415(a)(6) under the Securities Act, the filing fees previously paid with respect to the Unsold Carryforward Shares will continue to be applied to such Unsold Carryforward Shares. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of Unsold Carryforward Shares under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. |
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The Registrant previously paid $153.10 in connection with the filing of the Registrant's Registration Statement on Form N-2 (File No. 333-286028) with the Securities and Exchange Commission on March 21, 2025. |
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See Offering Note 2. |
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