Common use of Allocation of Costs and Expenses Clause in Contracts

Allocation of Costs and Expenses. (a) Each Fund shall bear all expenses not expressly assumed by TFS hereunder incurred in the operation of the Fund and the offering of its shares. Without limiting the foregoing, the Fund shall bear: compensation of Trustees/Directors not affiliated with TFS; governmental fees; interest charges; any expenses in connection with any preferred shares or any form of leverage; taxes (including issue and transfer taxes chargeable to the Fund in connection with securities transactions to which the Fund or a Portfolio is a party); membership dues in the Investment Company Institute or other trade association allocable to the Fund; fees and expenses of the Fund’s independent auditors, of legal counsel and of any custodian, distributor, investment adviser, subadviser, shareholder servicing agent, transfer agent, registrar or dividend disbursing agent, fund accounting or other agent or service provider of the Fund; expenses of issuing, distributing and redeeming shares of the Fund and servicing shareholder accounts; expenses of typesetting, producing, filing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to shareholders and governmental officers and commissions (including costs of software designed to manage the content and data of registration statements, including Command Automated Publishing System and Confluence software and XBRL related software); costs and expenses related to new services mandated by law to be provided to the Fund; expenses of producing and mailing agendas and supporting documents for meetings of Trustees/Directors and committees of Trustees/Directors; costs of meetings of the Board of Trustees/Directors or any committee thereof; expenses connected with the execution, recording and settlement of portfolio security transactions (including brokerage commissions and dealer xxxx-ups chargeable to the Fund or a Portfolio); insurance premiums (including premiums on the fidelity bond insuring the Fund); fees and expenses of the Fund’s custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; charges and expenses for pricing and appraisal services; compensation of any employee of the Fund retained by the Trustees/Directors to perform services on behalf of the Fund; any direct charges to shareholders approved by the Trustees/Directors of the Fund; expenses of calculating the net asset value of shares of the Fund; expenses of shareholder meetings; expenses relating to the issuance, registration and qualification shares of the Trust (including any fees and expenses involved in registering and maintaining registrations of the Fund or its shares with federal regulatory agencies, state or blue sky securities agencies and foreign jurisdictions); any fees or other expenses of listing the Fund’s shares on the New York Stock Exchange or any other securities exchange; fees payable under this Agreement; travel expenses of officers and members of the Board; website costs; litigation costs; and other extraordinary or nonrecurring expenses. To the extent TFS bears any of the foregoing expenses, the Fund will reimburse TFS for such expenses.

Allocation of Costs and Expenses. (a) Each Fund shall bear all expenses not expressly assumed by TFS TAM hereunder incurred in the operation of the Fund and the offering of its shares. Without limiting the foregoing, the Fund shall bear: compensation of Trustees/Directors Trustees not affiliated with TFSTAM; governmental fees; interest charges; any expenses in connection with any preferred shares or any form of leverage; taxes (including issue and transfer taxes chargeable to the Fund in connection with securities transactions to which the Fund or a Portfolio is a party); membership dues in the Investment Company Institute or other trade association allocable to the Fund; fees and expenses of the Fund’s independent auditors, of legal counsel and of any custodian, distributor, investment adviser, subadviser, shareholder servicing agent, transfer agent, registrar or dividend disbursing agent, fund accounting or other agent or service provider of the Fund; expenses of issuing, distributing and redeeming shares of the Fund and servicing shareholder accounts; expenses of typesetting, producing, filing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to shareholders and governmental officers and commissions (including costs of software and systems designed to manage the content and data of registration statements, including Command Automated Publishing System and Confluence software publishing systems and XBRL related software); costs and expenses related to new services mandated by law or any regulatory authority to be provided to the Fund; expenses of producing and mailing agendas and supporting documents for meetings of Trustees/Directors Trustees and committees of Trustees/Directors; costs of meetings of the Board of Trustees/Directors Trustees or any committee thereof; expenses connected with the execution, recording and settlement of portfolio security transactions (including brokerage commissions and dealer xxxx-ups chargeable to the Fund or a Portfolio); insurance premiums (including premiums on the fidelity bond insuring the Fund); fees and expenses of the Fund’s custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; charges and expenses for pricing and appraisal services; compensation of any employee of the Fund retained by the Trustees/Directors Trustees to perform services on behalf of the Fund; any direct charges to shareholders approved by the Trustees/Directors Trustees of the Fund; expenses of calculating the net asset value of shares of the Fund; expenses of shareholder meetings; expenses relating to the issuance, registration and qualification shares of the Trust (including any fees and expenses involved in registering and maintaining registrations of the Fund or its shares with federal regulatory agencies, state or blue sky securities agencies and foreign jurisdictions); any fees or other expenses of listing the Fund’s shares on the New York Stock Exchange or any other securities exchange; fees payable under this Agreement; travel expenses of officers and members of the Board; website costs; litigation costs; and other extraordinary or nonrecurring expenses. To the extent TFS TAM bears any of the foregoing expenses, the Fund will reimburse TFS TAM for such expenses.

Allocation of Costs and Expenses. (a) Each The Fund shall bear all expenses not expressly assumed by TFS hereunder incurred in the operation of the Fund and the offering of its shares. Without limiting the foregoing, the Fund shall bear: bear compensation of Trustees/Directors Trustees not affiliated with TFS; governmental fees; interest charges; any expenses in connection with any preferred shares or any form of leverage; taxes (including issue and transfer taxes chargeable to the Fund in connection with securities transactions to which the Fund or a Portfolio is a party)taxes; membership dues in the Investment Company Institute or other trade association allocable to the Fund; fees and expenses of the Fund’s independent auditors, of legal counsel and of any custodian, distributor, investment adviser, subadviser, shareholder servicing agent, transfer agent, registrar or dividend disbursing agent, fund accounting or other agent or service provider of the Fund; expenses of issuing, distributing and redeeming shares share of the Fund and servicing shareholder accounts; expenses of typesetting, producing, filingpreparing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to shareholders and governmental officers and commissions (including costs of software designed to manage the content and data of registration statements, including Command Automated Publishing System and Confluence software and XBRL related software); costs and expenses related to new services mandated by law to be provided to the Fundcommissions; expenses of producing preparing and mailing agendas and supporting documents for meetings of Trustees/Directors Trustees and committees of Trustees/Directors; costs of meetings of the Board of Trustees/Directors or any committee thereof; expenses connected with the execution, recording and settlement of portfolio security transactions (including brokerage commissions and dealer xxxx-ups chargeable to the Fund or a Portfolio)transactions; insurance premiums (including premiums on the fidelity bond insuring the Fund)premiums; fees and expenses of the Fund’s custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; charges and expenses for pricing and appraisal services; compensation of any employee of the Fund retained by the Trustees/Directors to perform services on behalf of the Fund; any direct charges to shareholders approved by the Trustees/Directors of the Fund; expenses of calculating the net asset value of shares of the Fund; expenses of shareholder meetings; and expenses relating to the issuance, registration and qualification shares of the Trust (including any fees and expenses involved in registering and maintaining registrations of the Fund or its shares with federal regulatory agencies, state or blue sky securities agencies and foreign jurisdictions); any fees or other expenses of listing the Fund’s shares on the New York Stock Exchange or any other securities exchange; fees payable under this Agreement; travel expenses of officers and members of the Board; website costs; litigation costs; and other extraordinary or nonrecurring expensesTrust. To the extent TFS bears any of the foregoing expenses, the Fund will reimburse TFS for such expenses.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Adviser pursuant to that certain Investment Advisory Agreement, dated as of [·], 2014, by and between the Company and the Adviser (the “Investment Advisory Agreement”). Costs and expenses to be borne by the Company include, but shall not be limited to, those relating to: (a) Each Fund shall bear all expenses not expressly assumed by TFS hereunder incurred in calculating the operation of the Fund and the offering of its shares. Without limiting the foregoing, the Fund shall bear: compensation of Trustees/Directors not affiliated with TFS; governmental fees; interest charges; any expenses in connection with any preferred shares or any form of leverage; taxes Company’s net asset value (including issue the costs and transfer taxes chargeable to the Fund in connection with securities transactions to which the Fund or a Portfolio is a partyexpenses of any independent valuation firm); membership dues in (b) interest payable on debt, if any, incurred to finance the Investment Company Institute or other trade association allocable to the FundCompany’s investments; (c) fees and expenses, including legal fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective portfolio companies, monitoring the Company’s investments and, if necessary, enforcing the Company’s rights; (d) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (e) brokerage fees and commissions; (f) federal and state registration fees; (g) exchange listing fees; (h) federal, state and local taxes; (i) costs of offerings or repurchases of the FundCompany’s independent auditors, of legal counsel common stock and of other securities; (j) the base management fee and any custodian, distributor, investment adviser, subadviser, shareholder servicing agent, transfer agent, registrar or dividend disbursing agent, fund accounting or other agent or service provider of incentive fee payable under the FundInvestment Advisory Agreement; expenses of issuing, distributing and redeeming shares of (k) distributions on the Fund and servicing shareholder accountsCompany’s common stock; expenses of typesetting, producing, filing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to shareholders and governmental officers and commissions (including costs of software designed to manage the content and data of registration statements, including Command Automated Publishing System and Confluence software and XBRL related software); costs and expenses related to new services mandated by law to be provided l) administration fees payable to the Fund; expenses of producing and mailing agendas and supporting documents for meetings of Trustees/Directors and committees of Trustees/Directors; costs of meetings of the Board of Trustees/Directors or any committee thereof; expenses connected with the execution, recording and settlement of portfolio security transactions (including brokerage commissions and dealer xxxx-ups chargeable to the Fund or a Portfolio); insurance premiums (including premiums on the fidelity bond insuring the Fund); fees and expenses of the Fund’s custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; charges and expenses for pricing and appraisal services; compensation of any employee of the Fund retained by the Trustees/Directors to perform services on behalf of the Fund; any direct charges to shareholders approved by the Trustees/Directors of the Fund; expenses of calculating the net asset value of shares of the Fund; expenses of shareholder meetings; expenses relating to the issuance, registration and qualification shares of the Trust (including any fees and expenses involved in registering and maintaining registrations of the Fund or its shares with federal regulatory agencies, state or blue sky securities agencies and foreign jurisdictions); any fees or other expenses of listing the Fund’s shares on the New York Stock Exchange or any other securities exchange; fees payable Administrator under this Agreement; travel (m) transfer agent and custody fees and expenses; (n) independent director fees and expenses; (o) the costs of any reports, proxy statements or other notices to the Company’s stockholders, including printing costs; (p) the costs of holding stockholder meetings; (q) litigation, indemnification and other non-recurring or extraordinary expenses; (r) fees and expenses associated with marketing and investor relations efforts; (s) dues, fees and charges of any trade association of which the Company is a member; (t) direct costs and expenses of officers administration and members operation, including printing, mailing, long distance telephone and staff; (u) fees and expenses associated with independent audits and outside legal costs; (v) the Company’s fidelity bond; (w) directors and officers/errors and omissions liability insurance, and any other insurance premiums; (x) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (y) all other expenses reasonably incurred by the Company or the Administrator in connection with administering the Company’s business, such as the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the Board; website costs; litigation costs; costs of compensation and other extraordinary or nonrecurring expensesrelated expenses of the Company’s chief compliance officer, chief financial officer, chief operating officer and any support staff. To the extent TFS bears the Administrator outsources any of the foregoing expensesits functions, the Fund will reimburse TFS for Company shall pay the fees associated with such expensesfunctions on a direct basis, without profit to the Administrator.

Allocation of Costs and Expenses. (a) Each Fund shall bear all expenses not expressly assumed by TFS hereunder incurred in the operation of the Fund and the offering of its shares. Without limiting the foregoing, the Fund shall bear: compensation of Trustees/Directors not affiliated with TFS; governmental fees; interest charges; any expenses in connection with any preferred shares or any form of leverage; taxes (including issue and transfer taxes chargeable to the Fund in connection with securities transactions to which the Fund or a Portfolio is a party); membership dues in the Investment Company Institute or other trade association allocable to the Fund; fees and expenses of the Fund’s independent auditors, of legal counsel and of any custodian, distributor, investment adviser, subadviser, shareholder servicing agent, transfer agent, registrar or dividend disbursing agent, fund accounting or other agent or service provider of the Fund; expenses of issuing, distributing and redeeming shares of the Fund and servicing shareholder accounts; expenses of typesetting, producing, filing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to shareholders and governmental officers and commissions (including costs of software designed to manage the content and data of registration statements, including Command Automated Publishing System and Confluence software and XBRL related software); costs and expenses related to new services mandated by law to be provided to the Fund; expenses of producing and mailing agendas and supporting documents for meetings of Trustees/Directors and committees of Trustees/Directors; costs of meetings of the Board of Trustees/Directors or any committee thereof; expenses connected with the execution, recording and settlement of portfolio security transactions (including brokerage commissions and dealer xxxxmxxx-ups chargeable to the Fund or a Portfolio); insurance premiums (including premiums on the fidelity bond insuring the Fund); fees and expenses of the Fund’s custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; charges and expenses for pricing and appraisal services; compensation of any employee of the Fund retained by the Trustees/Directors to perform services on behalf of the Fund; any direct charges to shareholders approved by the Trustees/Directors of the Fund; expenses of calculating the net asset value of shares of the Fund; expenses of shareholder meetings; expenses relating to the issuance, registration and qualification shares of the Trust (including any fees and expenses involved in registering and maintaining registrations of the Fund or its shares with federal regulatory agencies, state or blue sky securities agencies and foreign jurisdictions); any fees or other expenses of listing the Fund’s shares on the New York Stock Exchange or any other securities exchange; fees payable under this Agreement; travel expenses of officers and members of the Board; website costs; litigation costs; and other extraordinary or nonrecurring expenses. To the extent TFS bears any of the foregoing expenses, the Fund will reimburse TFS for such expenses.

Allocation of Costs and Expenses. (a) Each Fund In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Corporation will bear all costs and expenses that are incurred in its operation and transactions that are not expressly specifically assumed by TFS hereunder incurred in the operation Corporation?s investment adviser (the Adviser), pursuant to that certain Investment Advisory Agreement, dated as of June 26, 2008 by and between the Fund Corporation and the offering of its sharesAdviser. Without limiting Costs and expenses to be borne by the foregoingCorporation include, but are not limited to, those relating to: organization and offering; calculating the Fund shall bear: compensation of Trustees/Directors not affiliated with TFS; governmental fees; interest charges; any expenses in connection with any preferred shares or any form of leverage; taxes Corporation?s net asset value (including issue and transfer taxes chargeable to the Fund in connection with securities transactions to which the Fund or a Portfolio is a party); membership dues in the Investment Company Institute or other trade association allocable to the Fund; fees cost and expenses of any independent valuation firm); expenses incurred by the Fund’s independent auditorsAdviser payable to third parties, of legal counsel and of any custodianincluding agents, distributor, investment adviser, subadviser, shareholder servicing agent, transfer agent, registrar or dividend disbursing agent, fund accounting consultants or other agent or service provider advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Corporation and in monitoring the Corporation?s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Corporation?s investments; offerings of the FundCorporation?s common stock and other securities; expenses of issuinginvestment advisory fees; administration fees, distributing and redeeming shares of the Fund and servicing shareholder accounts; expenses of typesettingif any, producing, filing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to shareholders and governmental officers and commissions (including costs of software designed to manage the content and data of registration statements, including Command Automated Publishing System and Confluence software and XBRL related software); costs and expenses related to new services mandated by law to be provided to the Fund; expenses of producing and mailing agendas and supporting documents for meetings of Trustees/Directors and committees of Trustees/Directors; costs of meetings of the Board of Trustees/Directors or any committee thereof; expenses connected with the execution, recording and settlement of portfolio security transactions (including brokerage commissions and dealer xxxx-ups chargeable to the Fund or a Portfolio); insurance premiums (including premiums on the fidelity bond insuring the Fund); fees and expenses of the Fund’s custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; charges and expenses for pricing and appraisal services; compensation of any employee of the Fund retained by the Trustees/Directors to perform services on behalf of the Fund; any direct charges to shareholders approved by the Trustees/Directors of the Fund; expenses of calculating the net asset value of shares of the Fund; expenses of shareholder meetings; expenses relating to the issuance, registration and qualification shares of the Trust (including any fees and expenses involved in registering and maintaining registrations of the Fund or its shares with federal regulatory agencies, state or blue sky securities agencies and foreign jurisdictions); any fees or other expenses of listing the Fund’s shares on the New York Stock Exchange or any other securities exchange; fees payable under this Agreement; travel fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Corporation?s shares on any securities exchange; federal, state and local taxes; independent directors? fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Corporation?s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of officers administration, including printing, mailing, long distance telephone, copying, secretarial and members of the Board; website costs; litigation other staff, independent auditors and outside legal costs; and all other extraordinary expenses incurred by the Corporation or nonrecurring expenses. To the extent TFS bears any Administrator in connection with administering the Corporation?s business, including payments under this Agreement based upon the Corporation?s allocable portion of the foregoing expensesAdministrator?s overhead in performing its obligations under this Agreement, including rent, and the Fund will reimburse TFS for such expensesallocable portion of the salaries and benefits expenses of the Corporation?s chief compliance officer, chief financial officer and controller and their respective staffs, if provided by the Administrator.

Allocation of Costs and Expenses. (a) Each The Fund shall bear all other costs and expenses of its operations and transactions and not expressly specifically assumed by TFS hereunder the Adviser pursuant to that certain Investment Advisory Agreement, dated as of October 6, 2023, by and between the Fund and the Adviser, as the same may be amended or restated from time to time (the “Investment Advisory Agreement”), including, without limitation, those relating to: (a) the Fund’s organizational expenses; (b) calculating the Fund’s net asset value (including the costs and expenses of any independent valuation firm); (c) debt service and other costs of borrowings or other financing arrangements; (d) dividends on preferred stock, if any, and any expenses relating to the offering of any preferred stock; (e) fees and expenses, including legal, consulting or other third-party professional fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments and, if necessary, enforcing the operation Fund’s rights; (f) amounts payable to third parties relating to, or associated with, evaluating, monitoring, making and disposing of investments; (g) brokerage fees and commissions; (h) federal and state registration fees and any applicable exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Shares and other securities (including, but not limited to, preferred stock and indebtedness), including costs related to the use of one or more dealer managers and/or underwriters; (k) the base management fee and any incentive fee payable under the Investment Advisory Agreement; (l) distributions on the Shares or other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses relating to transfer agent, custodial, and escrow agent services; (o) independent trustee fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs of holding shareholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing, distribution, training, and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (w) fees and expenses associated with independent audits and outside legal costs; (x) the Fund’s fidelity bond; (y) trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (z) costs associated with the Fund’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (aa) all other expenses reasonably incurred by the Fund or the Administrator in connection with administering the Fund’s business, such as the allocable portion of overhead and other expenses incurred by the Adviser on behalf of the Fund and the offering of its shares. Without limiting the foregoing, the Fund shall bear: compensation of Trustees/Directors not affiliated with TFS; governmental fees; interest charges; any expenses in connection with any preferred shares or any form of leverage; taxes (including issue and transfer taxes chargeable allocable to the Fund in connection with securities transactions to which the Fund or a Portfolio is a party); membership dues in under the Investment Company Institute Advisory Agreement or other trade association allocable to incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Fund; fees ’s allocable portion of the costs of compensation and related expenses of the Fund’s independent auditorschief compliance officer, of legal counsel chief financial officer, chief operating officer and of any custodian, distributor, investment adviser, subadviser, shareholder servicing agent, transfer agent, registrar or dividend disbursing agent, fund accounting or other agent or service provider of the Fund; expenses of issuing, distributing and redeeming shares of the Fund and servicing shareholder accounts; expenses of typesetting, producing, filing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to shareholders and governmental officers and commissions (including costs of software designed to manage the content and data of registration statements, including Command Automated Publishing System and Confluence software and XBRL related software); costs and expenses related to new services mandated by law to be provided to the Fund; expenses of producing and mailing agendas and supporting documents for meetings of Trustees/Directors and committees of Trustees/Directors; costs of meetings of the Board of Trustees/Directors or any committee thereof; expenses connected with the execution, recording and settlement of portfolio security transactions (including brokerage commissions and dealer xxxx-ups chargeable to the Fund or a Portfolio); insurance premiums (including premiums on the fidelity bond insuring the Fund); fees and expenses of the Fund’s custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; charges and expenses for pricing and appraisal services; compensation of any employee of the Fund retained by the Trustees/Directors to perform services on behalf of the Fund; any direct charges to shareholders approved by the Trustees/Directors of the Fund; expenses of calculating the net asset value of shares of the Fund; expenses of shareholder meetings; expenses relating to the issuance, registration and qualification shares of the Trust (including any fees and expenses involved in registering and maintaining registrations of the Fund or its shares with federal regulatory agencies, state or blue sky securities agencies and foreign jurisdictions); any fees or other expenses of listing the Fund’s shares on the New York Stock Exchange or any other securities exchange; fees payable under this Agreement; travel expenses of officers and members of the Board; website costs; litigation costs; and other extraordinary or nonrecurring expensestheir respective support staff. To the extent TFS bears the Administrator outsources any of the foregoing expensesits functions, including to any sub-administrator, the Fund will reimburse TFS for shall pay the fees associated with such expensesfunctions on a direct basis, without profit to the Administrator.