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. (b) TFS shall pay all expenses expressly agreed to herein. Except as TFS and each Fund otherwise agree, TFS shall pay all costs of its personnel performing services hereunder. In addition, TFS shall pay costs of office space, telephones and other office equipment used to perform services hereunder, and such other costs and expenses as TFS and each Fund shall agree from time to time. (c) Notwithstanding Section 3(a) above, in the case of TST, TPFG and TPFG II, the compensation payable under Section 4 hereof includes compensation for transfer agency services. Each of TST, TPFG and TPFG II shall pay any associated expenses (these expenses are currently netted from the administrative services fee, in the case of TPFG and TPFG II).

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Co-Advisor for any such costs and expenses that have been paid by the Co-Advisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) Each Fund shall bear organizational expenses relating to borrowings and offerings of the Company’s securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of effecting sales and repurchases of any securities of the Company; (c) expenses incurred by the Co-Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (d) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (e) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (f) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary’s investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (g) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (h) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (i) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Co-Advisor and any custodian or other agent engaged by the Company (j) all costs associated with the provision of information technology services; (k) federal and any state registration or notification fees; (l) the costs of preparing, printing and mailing reports and other communications, including shareholder reports and notices or similar materials, to shareholders; (m) interest payable on debt, if any, incurred to finance the Company’s investments; (n) transfer agent and custodial fees; (o) federal, state and local taxes; (p) fees and expenses not expressly assumed of Independent Trustees (as defined below); (q) overhead costs, including rent, office supplies, utilities and capital equipment; (r) costs of preparing and filing reports or other documents required by TFS hereunder the any governmental agency; (s) costs of fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums; (t) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (u) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with applicable federal and state laws; (v) internal legal expenses (including those expenses associated with attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (w) costs associated with the Company’s reporting and compliance obligations under applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (x) brokerage commissions for the Company’s investments; (y) computer software specific to the business of the Company; (z) any unreimbursed expenses incurred in connection with transactions not consummated; (aa) the operation costs of responding to regulatory requests; (bb) routine non-compensation overhead expenses of the Fund Co-Advisor and or any affiliate thereof in connection with administering the Company’s business; (cc) all other expenses incurred by the Company or the Co-Advisor, or by any affiliate thereof that the Co-Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s business, including expenses incurred by the Co-Advisor or any affiliate thereof in performing the Co-Advisor’s obligations under this Agreement and the offering reimbursement of the allocable portion of the compensation of the Company’s chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Co-Advisor or any of its shares. Without limiting affiliates, subject to the foregoinglimitations included in this Agreement, the Fund shall bear: compensation of Trustees/Directors not affiliated with TFSas applicable; governmental fees; interest charges; and (dd) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any preferred shares claim, litigation, arbitration, mediation, government investigation or any form of leverage; taxes (including issue similar proceeding and transfer taxes chargeable to the Fund in connection with securities transactions to which the Fund or a Portfolio is a party); membership dues indemnification expenses as provided for in the Investment Company Institute or other trade association allocable to the Fund; fees and expenses of the FundCompany’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 expensesrespective organizational documents. (b) TFS shall pay all expenses expressly agreed to herein. Except as TFS and each Fund otherwise agree, TFS shall pay all costs of its personnel performing services hereunder. In addition, TFS shall pay costs of office space, telephones and other office equipment used to perform services hereunder, and such other costs and expenses as TFS and each Fund shall agree from time to time. (c) Notwithstanding Section 3(a) above, in the case of TST, TPFG and TPFG II, the compensation payable under Section 4 hereof includes compensation for transfer agency services. Each of TST, TPFG and TPFG II shall pay any associated expenses (these expenses are currently netted from the administrative services fee, in the case of TPFG and TPFG II).

Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds. (b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Company) not expressly specifically assumed by TFS hereunder incurred in the operation Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses 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 incurred in connection with any preferred the issuance of 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; (ii) fees of the Company's custodian and transfer agent; (iii) costs and expenses of issuing, distributing pricing and redeeming shares calculating the net asset value per share for each class of the Fund and servicing shareholder accountsof maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of typesettingDirectors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vi) the costs of any liability, producinguncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, filingprinting, printing and mailing distributing prospectuses and statements of additional information, reports, noticesany supplements thereto, proxy statements statements, and reports to shareholders for existing shareholders; (viii) legal, auditing, and governmental officers and commissions accounting fees; (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)ix) trade association dues; 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); x) filing fees and expenses of the Fund’s custodian for all services to the Fund, including safekeeping of funds and securities registering 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 registration of shares of the FundFund under applicable federal and state securities laws; expenses of shareholder meetings(xi) brokerage commissions; expenses relating to the issuance, registration (xii) taxes 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 costsgovernmental fees; and other (xiii) extraordinary or nonrecurring and non-recurring expenses. To the extent TFS bears any of the foregoing expenses, the Fund will reimburse TFS for such expenses. (b) TFS shall pay all expenses expressly agreed to herein. Except as TFS and each Fund otherwise agree, TFS shall pay all costs of its personnel performing services hereunder. In addition, TFS shall pay costs of office space, telephones and other office equipment used to perform services hereunder, and such other costs and expenses as TFS and each Fund shall agree from time to time. (c) Notwithstanding Section 3(a) above, in To the case extent the Adviser incurs any costs which are an obligation of TST, TPFG a Fund as set forth herein and TPFG IIto the extent such costs have been reasonably rendered, the compensation payable under Section 4 hereof includes compensation Fund shall promptly reimburse the Adviser for transfer agency services. Each of TST, TPFG and TPFG II shall pay any associated expenses (these expenses are currently netted from the administrative services fee, in the case of TPFG and TPFG II)such costs.

Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds. (b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Trust) not expressly specifically assumed by TFS hereunder incurred in the operation Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses 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 incurred in connection with any preferred the issuance of 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; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of issuing, distributing pricing and redeeming shares calculating the net asset value per share for each class of the Fund and servicing shareholder accountsof maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; (v) compensation and expenses of typesettingTrustees who are not interested persons of the Trust or the Adviser ("Disinterested Trustees"); (vi) the costs of any liability, producinguncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, filingprinting, printing and mailing distributing prospectuses and statements of additional information, reports, noticesany supplements thereto, proxy statements statements, and reports to shareholders for existing shareholders; (viii) legal, auditing, and governmental officers and commissions accounting fees; (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)ix) trade association dues; 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); x) filing fees and expenses of the Fund’s custodian for all services to the Fund, including safekeeping of funds and securities registering 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 registration of shares of the FundFund under applicable federal and state securities laws; expenses of shareholder meetings(xi) brokerage commissions; expenses relating to the issuance, registration (xii) taxes 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 costsgovernmental fees; and other (xiii) extraordinary or nonrecurring and non-recurring expenses. To the extent TFS bears any of the foregoing expenses, the Fund will reimburse TFS for such expenses. (b) TFS shall pay all expenses expressly agreed to herein. Except as TFS and each Fund otherwise agree, TFS shall pay all costs of its personnel performing services hereunder. In addition, TFS shall pay costs of office space, telephones and other office equipment used to perform services hereunder, and such other costs and expenses as TFS and each Fund shall agree from time to time. (c) Notwithstanding Section 3(a) above, in To the case extent the Adviser incurs any costs which are an obligation of TST, TPFG a Fund as set forth herein and TPFG IIto the extent such costs have been reasonably rendered, the compensation payable under Section 4 hereof includes compensation Fund shall promptly reimburse the Adviser for transfer agency services. Each of TST, TPFG and TPFG II shall pay any associated expenses (these expenses are currently netted from the administrative services fee, in the case of TPFG and TPFG II)such costs.

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. (b) TFS shall pay all expenses expressly agreed to hereinincurred by it in the performance of its duties under this Agreement. Except as TFS and each Fund otherwise agreeWithout limiting the foregoing, TFS shall pay the entire salaries and wages of all costs of its personnel performing services hereunder. In additionthe Fund’s Trustees, TFS shall pay costs of office space, telephones officers and other office equipment used to perform services hereunderagents who are affiliated with TFS, and the wages and salaries of such other costs and persons shall not be deemed to be expenses as TFS and each incurred by the Fund shall agree from time to time. (c) Notwithstanding for purposes of Section 3(a) above, in the case of TST, TPFG and TPFG II, the compensation payable under Section 4 hereof includes compensation for transfer agency services. Each of TST, TPFG and TPFG II shall pay any associated expenses (these expenses are currently netted from the administrative services fee, in the case of TPFG and TPFG II).

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. (b) TFS TAM shall pay all expenses expressly agreed to herein. Except as TFS TAM and each Fund otherwise agree, TFS TAM shall pay all costs of its personnel performing services hereunder. In addition, TFS TAM shall pay costs of office space, telephones and other office equipment used to perform services hereunder, and such other costs and expenses as TFS TAM and each Fund shall agree from time to time. (c) Notwithstanding Section 3(a) above, in the case of TST, TPFG and TPFG II, the compensation payable under Section 4 hereof includes compensation for transfer agency services. Each of TST, TPFG and TPFG II Fund shall pay any associated expenses (these expenses are currently netted from the administrative services fee, in the case of TPFG and TPFG II).

Allocation of Costs and Expenses. (a) Each Fund INVESCO hereby agrees that it shall bear all expenses not expressly assumed by TFS hereunder incurred in the operation pay on behalf of the Trust and the INVESCO Treasurer's Money Market Reserve Fund and the offering INVESCO Treasurer's Tax-Exempt Reserve Fund (i) all of its sharesthe expenses incurred by the Trust and INVESCO Treasurer's Money Market Reserve Fund and the INVESCO Treasurer's Tax-Exempt Reserve Fund, as applicable, in connection with their operations. Without limiting the generality of the foregoing, such costs and expenses payable by INVESCO include the Fund shall bear: compensation of Trustees/Directors not affiliated with TFS; governmental following: (1) the 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 , charges and expenses of the Fund’s any independent auditorspublic accountants, of legal counsel and of any custodian, distributordepository, investment adviserdividend disbursing agent, subadviser, shareholder servicing dividend reinvestment agent, transfer agent, registrar registrar, independent pricing services and legal counsel for the Trust or dividend disbursing agentfor INVESCO Treasurer's Money Market Reserve Fund and the INVESCO Treasurer's Tax-Exempt Reserve Fund; (2) the taxes, fund accounting including franchise, income, issue, transfer, business license, and other corporate fees payable by the Trust or INVESCO Treasurer's Money Market Reserve Fund and the INVESCO Treasurer's Tax-Exempt Reserve Fund to federal, state, county, city, or other agent or service provider governmental agents; (3) the fees and expenses involved in maintaining the registration and qualification of the Fund; expenses Trust and of issuingits shares under laws administered by the Securities and Exchange Commission or under other applicable regulatory requirements, distributing including the preparation and redeeming shares printing 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 4) 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 compensation and expenses of the Fund’s custodian for all services Trustees, officers and employees of the Trust; (5) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the FundTrust's shareholders, 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; as well as all expenses of calculating the net asset value of shares of the Fund; expenses of shareholder shareholders' meetings and Trustees' meetings; expenses relating to the issuance; (6) all costs, 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 arising in connection with the Fund’s shares on the New York Stock Exchange or any other securities exchange; fees payable under this Agreement; travel expenses of officers organization and members filing of the Board; website costs; litigation costs; Trust's Declaration of Trust including its initial registration and other extraordinary or nonrecurring expenses. To qualification under the extent TFS bears any 1940 Act and under the Securities Act of the foregoing expenses1933, as amended, the Fund will reimburse TFS for such expenses. (b) TFS shall pay all expenses expressly agreed to herein. Except as TFS and each Fund otherwise agree, TFS shall pay all costs initial determination of its personnel performing services hereunder. In addition, TFS shall pay costs of office space, telephones and other office equipment used to perform services hereunder, and such other costs and expenses as TFS and each Fund shall agree from time to time. (c) Notwithstanding Section 3(a) above, in the case of TST, TPFG and TPFG II, the compensation payable under Section 4 hereof includes compensation for transfer agency services. Each of TST, TPFG and TPFG II shall pay any associated expenses (these expenses are currently netted from the administrative services fee, in the case of TPFG and TPFG II).tax

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. (b) TFS shall pay all expenses expressly agreed to herein. Except as TFS and each Fund otherwise agree, TFS shall pay all costs of its personnel performing services hereunder. In addition, TFS shall pay costs of office space, telephones and other office equipment used to perform services hereunder, and such other costs and expenses as TFS and each Fund shall agree from time to time. (c) Notwithstanding Section 3(a) above, in the case of TST, TPFG and TPFG II, the compensation payable under Section 4 hereof includes compensation for transfer agency services. Each of TST, TPFG and TPFG II shall pay any associated expenses (these expenses are currently netted from the administrative services fee, in the case of TPFG and TPFG II).