An investor will pay a sales load of up to 10% and offering expenses of up to 1.5% on the amounts invested. If you pay the maximum aggregate 11.5% for sales load and offering expenses, you must experience a total return on your net investment of 13.0% in order to recover these expenses.

In addition to the sales load, we estimate that the maximum amount of expenses that would be incurred in connection with this Offering is $22.5 million (1.5% of the gross proceeds) if the maximum number of shares is sold at $9.30 per share. Because you may pay a sales load of up to 10% and could incur up to 1.5% in offering expenses, if you invest $2,500 in shares in this Offering, we estimate that only $2,212.50 will actually be used by us for investment.

The number of shares of our common stock sold includes 3,912,421 shares of common stock purchased through our distribution reinvestment plan.

As shares are sold, you will pay a maximum sales load of 10.00% for combined selling commissions and Dealer Manager fees to our Dealer Manager in accordance with the terms of the Dealer Manager agreement entered into between us and our Dealer Manager. Our Dealer Manager will engage unrelated, third-party participating broker-dealers in connection with offering our shares. In connection with the sale of shares by participating broker-dealers, our Dealer Manager will collect up to 10.00% of the gross proceeds as sales load and will pay participating broker-dealers up to 7.00% of the gross proceeds from their allocated sales as a selling commission and retain 3.00% of the gross proceeds as a Dealer Manager fee. Our Dealer Manager may reallow a portion of the Dealer Manager fees to participating broker-dealers. See “Plan of Distribution.”

The estimate for incentive fees assumes that incentive fees payable to our Advisers for the following twelve months will bear the same percentage to average net assets as (i) the incentive fees for 2016 ($1.7 million, which were subsequently waived by the Advisers, as reported in our 2016 Form 10-K) bear to (ii) our average net assets for 2016 ($535.2 million, as reported in our 2016 Form 10-K), which percentage is 0.32% for 2016. The percentage presented in the fees and expenses table is based on the assumptions that we sell $200.0 million worth of our common stock, borrow funds equal to 50% of net assets (including such borrowed funds), and achieve average net assets of approximately $801.3 million during such time. Actual results for 2017 may differ materially from this estimate.

We have and may continue to borrow funds to make investments, including before we have fully invested the proceeds of this continuous Offering. To the extent that we determine it is appropriate to borrow funds to make investments, the costs associated with such borrowing are indirectly borne by our investors. The figure in the table assumes we borrow for investment purposes an amount equal to 50% of our net assets and that the average annual interest rate on the amount borrowed is approximately 3. 74 %. The figure in the table also factors in the impact of the amortization of deferred financing fees. Our ability to incur leverage during the following twelve months depends, in large part, on the amount of money we are able to raise through the sale of shares registered in this Offering. We do not intend to issue preferred stock within a year of the effectiveness date of the registration statement of which this prospectus forms a part.

(7)

The maximum size of the Offering is $1.5 billion or 161,290,323 shares of common stock sold at the current offering price of $9.30 . The amount shown reflects the estimated offering costs to be incurred by us over twelve months, 1.50% of the assumed $200.0 million in gross proceeds, as a percentage of net assets. Based on this offering expense ratio, the offering expenses (including due diligence expenses) incurred by the Company would be $3.0 million, or $0.14 per share of common stock. If we sold the maximum number of shares offered, or 161,290,323 shares of common stock, at the current offering price of $9.30 per share, and the offering expense ratio remained 1.50% of the aggregate gross stock offering proceeds, the offering expenses (including due diligence expenses) incurred by the Company would be $22.5 million , or $0.14 per share of common stock. Under our Investment Advisory Agreement, our Adviser will be responsible for the payment of our organization and offering expenses to the extent they exceed 1.5% of the aggregate gross stock offering proceeds, without recourse against or reimbursement by us. Additionally, and in accordance with the terms of the Sub-Advisory Agreement, our Adviser and Sub-Adviser will share equally all non-reimbursed organization and offering expenses in excess of $2 million, exclusive of sales and marketing costs incurred by the Adviser and its affiliates. Assuming that the offering expenses do not exceed the stated ratio of 1.50% of the aggregate gross stock offering proceeds, our Advisers would not be responsible for the payment of any organization and offering expenses.

(8)

Other expenses are based on a projection of expenses we expect to incur in connection with administering our business during the following twelve months, including, specifically, fees pertaining to legal and audit services and the cost of our independent directors. Also included is an estimate of internal administrative expenses, which include our allocable portion of the cost of our Chief Financial and Chief Compliance Officers, and other administrative personnel. The reimbursement of administrative service expenses has been waived through June 30, 2017. The percentage presented in the table above is based on the assumptions that we sell $200.0 million worth of our common stock, borrow funds equal to 50% of net assets, and achieve average net assets of approximately $801.3 million during such time, and does not reflect the impact of the waiver of the administrative expenses during the next twelve months. The effect of the waiver of administrative expenses reduces the other expenses as a percentage of net assets down to 0.34% . See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Expenses.”

The total annual expenses ratio shown is less than the amount reported in our 2016 Form 10-K primarily because it (i) assumes total leverage of 50% of net assets, as opposed to actual weighted average leverage for the year ended December 31, 2016 , which was approximately 74% of average net assets, and (ii) does not take into account the effect of the conditional incentive fee waiver agreement and waivers of internal administrative expenses that are currently in effect. For the year ended December 31, 2016, our ratio of total annual expenses ($3 7.8 million as reported in our 2016 Form 10-K) to average net assets for 2016 ($535.2 million as reported in our 2016 Form 10-K), which included the effect of the conditional incentive fee waiver agreement and internal administrative expense waivers was 7.06% . Excluding the effect of the Conditional Fee Waiver Agreement and internal administrative expense waivers, our ratio of total annual expenses to net assets was 7. 81 % for the year ended December 31, 2016.