Exhibit 107
Calculation of Filing Fee Tables
424(b)(7)
(Form Type)
National Storage Affiliates Trust
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Share(4) | Proposed Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee(5) | 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 Shares of Beneficial Interest, par value $0.01 per share | 457(o) and 457(r) | 10,610,126(1) | $35.32 | $374,749,650.32 | 0.00014760 | $55,313.05 | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||
Fees to be Paid | Equity | 6.000% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share | 457(o) and 457(r) | 1,212,340(2) | $21.49 | $26,053,186.60 | 0.00014760 | $3,845.45 | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||
Fees to be Paid | Equity | 6.000% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share | 457(o) and 457(r) | 5,668,128(3) | $25.00 | $141,703,200.00 | 0.00014760 | $20,915.39 | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||
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 | $542,506,036.92 | $80,073.89 | ||||||||||||||||||||||||||||||||||||
Total Fees Previously Paid | N/A | |||||||||||||||||||||||||||||||||||||
Total Fee Offsets | $52,326.53 | |||||||||||||||||||||||||||||||||||||
Net Fee Due | $27,747.36 |
(1) | Represents common shares of beneficial interest, par value $0.01 per share ("Common Shares"), that have been or may be issued by the registrant to the selling shareholders upon the exercise by such selling shareholders of redemption rights associated with Class A common units of limited partner interest ("OP units") in the registrant's operating partnership that were previously issued to such selling shareholders. | |||||||||||||
(2) | Represents 6.000% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share (the "Series A Preferred Shares") that have been or may be issued by the registrant to the selling shareholders upon the exercise by such selling shareholders of redemption rights associated with the 6.000% Series A-1 Cumulative Redeemable Preferred Units ("preferred units") in the registrant's operating partnership, that were previously issued to such selling shareholders. | |||||||||||||
(3) | Represents 6.000% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share (the "Series B Preferred Shares") that have been issued by the registrant to the selling shareholders. | |||||||||||||
(4) | Based upon (i) the average of the high and low prices of the Common Shares on April 19, 2024 and the Series A Preferred Shares on April 16, 2024 reported on the New York Stock Exchange pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the "Securities Act") and (ii) the proposed maximum aggregate offering price of the Series B Preferred Shares as issued to the selling shareholders on March 16, 2023 pursuant to Rule 457(o) under the Securities Act. | |||||||||||||
(5) | Calculated in accordance with Rules 457(o) and 457(r) under the Securities Act. Payment of the registration fee at the time of filing of the registration statement on Form S-3 with the Securities and Exchange Commission on March 7, 2024 (File No. 333- 277750) (the "Registration Statement") was deferred pursuant to Rules 456(b) and 457(r) under the Securities Act. This paragraph shall be deemed to update the "Calculation of Registration Fee" table in the Registration Statement. |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Offset Source | |||||||||||||||||||||||||
Rule 457(p) | |||||||||||||||||||||||||||||||||||
Fee Offset Claims | National Storage Affiliates Trust | 424(b)7 | 333-253663 | May 26, 2021 | $7,005.33(1) | Equity | Common Shares of Beneficial Interest, par value $0.01 per share | 1,460,317(1) | $64,210,138.49(1) | ||||||||||||||||||||||||||
Fee Offset Sources | May 26, 2021 | $7,005.33 | |||||||||||||||||||||||||||||||||
Fee Offset Claims | National Storage Affiliates Trust | 424(b)7 | 333-253663 | May 26, 2021 | $823.98(1) | Equity | 6.000% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share | 284,464(1) | $7,552,519.20(1) | ||||||||||||||||||||||||||
Fee Offset Sources | May 26, 2021 | $823.98 | |||||||||||||||||||||||||||||||||
Fee Offset Claims | National Storage Affiliates Trust | 424(b)7 | 333-253663 | April 14, 2022 | $3,445.42(2) | Equity | Common Shares of Beneficial Interest, par value $0.01 per share | 584,578(2) | $37,167,469.24(2) | ||||||||||||||||||||||||||
Fee Offset Sources | April 14, 2022 | $3,445.42 | |||||||||||||||||||||||||||||||||
Fee Offset Claims | National Storage Affiliates Trust | 424(b)7 | 333-253663 | April 14, 2022 | $997.64(2) | Equity | 6.000% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share | 427,744(2) | $10,762,039.04(2) | ||||||||||||||||||||||||||
Fee Offset Sources | April 14, 2022 | $997.64 | |||||||||||||||||||||||||||||||||
Fee Offset Claims | National Storage Affiliates Trust | 424(b)7 | 333-253663 | May 30, 2023 | $24,355.18(3) | Equity | Common Shares of Beneficial Interest, par value $0.01 per share | 6,055,038(3) | $221,008,887.00(3) | ||||||||||||||||||||||||||
Fee Offset Sources | May 30, 2023 | $24,355.18 | |||||||||||||||||||||||||||||||||
Fee Offset Claims | National Storage Affiliates Trust | 424(b)7 | 333-253663 | May 30, 2023 | $83.29(3) | Equity | 6.000% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share | 33,441(3) | $755,766.60(3) | ||||||||||||||||||||||||||
Fee Offset Sources | May 30, 2023 | $83.29 | |||||||||||||||||||||||||||||||||
Fee Offset Claims | National Storage Affiliates Trust | 424(b)7 | 333-253663 | September 14, 2023 | $15,615.69(4) | Equity | 6.000% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share | 5,668,128(4) | $141,703,200.00(4) | ||||||||||||||||||||||||||
Fee Offset Sources | September 14, 2023 | $15,615.69 |
(1) | On May 26, 2021, in connection with the filing of a prospectus supplement (Registration No. 333-253663) (the “May 2021 Prospectus Supplement”), the registrant previously paid a total filing fee of $18,153.60 for the registration of 3,605,124 Common Shares and 296,680 Series A Preferred Shares offered thereby. The May 2021 Prospectus Supplement has expired and all offerings thereunder have been completed or terminated. Common Shares and Series A Preferred Shares having an aggregate offering price of $71,762,657.69 were not sold under the May 2021 Prospectus Supplement. As a result, the registrant had $7,829.31 (based on a filing fee rate of 0.0001091) in unused filing fees associated with the May 2021 Prospectus Supplement to be applied to this prospectus supplement’s filing fee from the fee offset source. | |||||||||||||
(2) | On April 14, 2022, in connection with the filing of a prospectus supplement (Registration No. 333-253663) (the “April 2022 Prospectus Supplement”), the registrant previously paid a total filing fee of $5,108.02 for the registration of 697,399 Common Shares and 427,744 Series A Preferred Shares offered thereby. The April 2022 Prospectus Supplement has expired and all offerings thereunder have been completed or terminated. Common Shares and Series A Preferred Shares having an aggregate offering price of $47,929,508.28 were not sold under the April 2022 Prospectus Supplement. As a result, the registrant had $4,443.07 (based on a filing fee rate of 0.0000927) in unused filing fees associated with the April 2022 Prospectus Supplement to be applied to this prospectus supplement’s filing fee from the fee offset source. |
(3) | On May 30, 2023, in connection with the filing of a prospectus supplement (Registration No. 333-253663) (the “May 2023 Prospectus Supplement”), the registrant previously paid a total filing fee of $31,597.79 for the registration of 7,834,945 Common Shares and 33,441 Series A Preferred Shares offered thereby. The May 2023 Prospectus Supplement has expired and all offerings thereunder have been completed or terminated. Common Shares and Series A Preferred Shares having an aggregate offering price of $221,764,653.60 were not sold under the May 2023 Prospectus Supplement. As a result, the registrant had $24,438.46 (based on a filing fee rate of 0.0001102) in unused filing fees associated with the May 2023 Prospectus Supplement to be applied to this prospectus supplement’s filing fee from the fee offset source. | |||||||||||||
(4) | On September 14, 2023, in connection with the filing of a prospectus supplement (Registration No. 333-253663) (the “September 2023 Prospectus Supplement”), the registrant previously paid a total filing fee of $15,615.69 for the registration of 5,668,128 Series B Preferred Shares offered thereby. The September 2023 Prospectus Supplement has expired and all offerings thereunder have been completed or terminated. Series B Preferred Shares having an aggregate offering price of $141,703,200.00 were not sold under the September 2023 Prospectus Supplement. As a result, the registrant had $15,615.69 (based on a filing fee rate of 0.0001102) in unused filing fees associated with the September 2023 Prospectus Supplement to be applied to this prospectus supplement’s filing fee from the fee offset source. |