Common use of Allocation of Costs and Expenses Clause in Contracts

Allocation of Costs and Expenses. 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 Administrator shall not be entitled to any additional compensation hereunder. The Corporation will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of February 14, 2023 by and between the Corporation and the Adviser. Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of shares of the Corporation’s common stock and other securities; investment advisory fees; fees and all other expenses payable to third parties relating to, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; 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 proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff in connection with activities for the benefit of the Corporation; expenses for branding, marketing and advertising the Corporation; office equipment and supplies and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments under this Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent.

Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Corporation The Adviser shall reimburse the Administrator Company monthly for the costs and expenses incurred any salaries paid by the Administrator Company to officers, Directors, and full time employees of the Company who also are officers, general partners or employees of the Adviser or its affiliates. Except for such sub- accounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Company under the Administrative Services Agreement between the Company and the Adviser dated February 28, 1997, which was approved on December 6, 1996, by the Company's board of directors, including all of the independent directors, at the Company's request the Adviser shall also furnish to the Company, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in performing its obligations the judgment of the Directors of the Company. These services will include, among other things, the maintenance (but not preparation) of the Company's accounts and providing personnel records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Company shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities hereunderas may be reasonably requested by the Company from time to time. The Administrator Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Company shall not be entitled to any additional compensation hereunder. The Corporation will bear pay all costs and expenses that are incurred in its operation connection with the operations and transactions organization of the Company. Without limiting the generality of the foregoing, such costs and not specifically assumed expenses payable by the Corporation’s investment adviser Company include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the “Adviser”)Company and any Fund in connection with securities transactions to which the Company or any Fund is a party or in connection with securities owned by the Company or any Fund; (b) the fees, pursuant charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and legal counsel for the Company or for any Fund; (c) the interest on indebtedness, if any, incurred by the Company or any Fund; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Company or any Fund to that certain Investment Advisory Agreementfederal, dated state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the Company and of its shares under laws administered by the Securities and Exchange Commission or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (f) the compensation and expenses of its Directors; (g) 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 Company's shareholders, as well as all expenses of February 14shareholders' meetings and Directors' meetings; (h) all costs, 2023 by fees or other expenses arising in connection with the organization and between filing of the Corporation Company's Articles of Incorporation, including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the Adviser. Costs approval of the Company's operations by any other federal or state authority; (i) the expenses of repurchasing and expenses to be borne by the Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of redeeming shares of the Corporation’s Company; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of common stock and other securities; investment advisory fees; of the Company; (l) extraordinary expenses, including fees and all other expenses payable to third parties relating todisbursements of Company counsel, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; 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 proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff in connection with activities litigation by or against the Company or any Fund; (m) premiums for the benefit fidelity bond maintained by the Company pursuant to Section 17(g) of the Corporation1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereunder); (n) association and institute dues; expenses for brandingand (o) the expenses, marketing and advertising if any, of distributing shares of the Corporation; office equipment and supplies and all other expenses incurred Company paid by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments Company pursuant to a Plan and Agreement of Distribution adopted under this Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion Rule 12b-1 of the Administrator’s overhead in performing its obligations under this Agreement, including rentInvestment Company Act of 1940.

Allocation of Costs and Expenses. In full consideration (a) The Adviser hereby agrees that it shall pay on behalf of the provision Company and the Funds of the services Company all of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator Company and the Funds, as applicable, in performing its obligations connection with their operations except for such transfer agency, subaccounting, recordkeeping, and providing personnel administrative services which are to be provided by the Adviser to the Company under separate Transfer Agent and Administrative Services Agreements between the Fund and the Adviser which are or have been approved by the Company's Board of Directors, including all of the independent Directors. At the Company's request the Adviser shall also furnish to the Company, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgement of the Directors of the Company. These services will include, among other things, the maintenance (but not preparation) of the Company's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Company shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities hereunderas may be reasonably requested by the Company from time to time. The Administrator shall not be entitled to any additional compensation hereunder. The Corporation will bear all Without limiting the generality of the foregoing, such costs and expenses that are incurred in its operation and transactions and not specifically assumed payable by the Corporation’s investment adviser Adviser include the following, unless the Company's Board of Directors approves any of the following costs and expenses being paid directly by the Funds: (1) the “Adviser”)fees, pursuant charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, independent pricing services and legal counsel for the Company or for any Fund; (2) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Company or any Fund to that certain Investment Advisory Agreementfederal, dated state, county, city, or other governmental agents; (3) the fees and expenses involved in maintaining the registration and qualification of the Company and of its shares under laws administered by the Securities and Exchange Commission or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (4) the compensation and expenses of its Directors; (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 Company's shareholders, as well as all expenses of February 14shareholders' meetings and Directors' meetings; (6) all costs, 2023 by fees or other expenses arising in connection with the organization and between filing of the Corporation Company's Articles of Incorporation including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any State and the Adviser. Costs approval of the Company's operations by any other Federal or State authority; (7) the expenses of repurchasing and expenses to be borne by the Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of redeeming shares of the Corporation’s common stock and other securities; investment advisory fees; Company; (8) insurance premiums; (9) the expenses, including fees and all other expenses payable to third parties relating todisbursements of counsel, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; 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 proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff in connection with activities litigation by or against the Company and any Fund; and (10) premiums for the benefit fidelity bond maintained by the Company pursuant to Section 17(g) of the Corporation1940 Act and rules promulgated thereunder. (b) Except to the extent required by law to be paid by the Adviser, the Company shall pay the following costs and expenses: (1) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Company or any Fund in connection with securities transactions to which the Company or any Fund is a party or in connection with securities owned by the Company or any Fund; expenses for brandingand (2) the interest on indebtedness, marketing and advertising the Corporation; office equipment and supplies and all other expenses if any, incurred by the Corporation Company or the Administrator in connection with administering the Corporation’s business, including payments under this Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rentany Fund.

Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Corporation INVESCO shall reimburse the Administrator Trust monthly for any salaries paid by the Trust to officers, Trustees and full-time employees of the Trust who also are officers, general partners or employees of INVESCO or its affiliates. Unless such services are the subject of a separate Administrative Service Agreement between the Trust and INVESCO or an affiliate thereof, at the Trust's request, INVESCO will furnish to the Trust, at the expense of INVESCO, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Trustees of the Trust. These services will include, among other things, the maintenance (but not preparation) of the Trust's and Fund's, as applicable, accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Trust shareholders. INVESCO also will furnish, at INVESCO's expense, such office space, equipment and facilities as may be reasonably requested by the Trust from time to time. Except to the extent expressly assumed by INVESCO herein and except to the extent required by law to be paid by INVESCO, the Trust shall pay all cost and expenses in connection with its operations and organization. Without limiting the generality of the foregoing, such costs and expenses payable by the Trust include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Trust or any Fund in connection with securities transactions to which the Trust or any Fund is a party or in connection with securities owned by the Trust or any Fund; (b) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and legal counsel for the Trust or for any Fund; (c) the interest on indebtedness, if any, incurred by the Administrator in performing its obligations Trust or any Fund; (d) the taxes, including franchise, income, issue, transfer, business license, and providing personnel and facilities hereunder. The Administrator shall not be entitled other corporate fees payable by the Trust or any Fund to any additional compensation hereunder. The Corporation will bear all costs federal, state, county, city, or other governmental agents; (e) the fees and expenses that are incurred involved in maintaining the registration and qualification of the Trust and its operation and transactions and not specifically assumed shares under laws administered by the Corporation’s investment adviser Securities and Exchange Commission or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (f) the “Adviser”)compensation and expenses of its Trustees; (g) the costs of printing and distributing reports, pursuant notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to that certain Investment Advisory Agreementthe Trust's shareholders, dated as well as all expenses of February 14shareholders' meetings and Trustees' meetings; (h) all costs, 2023 by fees or other expenses arising in connection with the organization and between filing of the Corporation Trust's Declaration of Trust, including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the Adviser. Costs approval of the Trust's operations by any other federal or state authority; (i) the expenses of repurchasing and expenses to be borne by the Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of redeeming shares of the Corporation’s common stock Trust; (j) insurance premiums; (k) the costs of designing, printing, and other securities; investment advisory fees; issuing certificates representing shares of beneficial interest of the Trust; (l) extraordinary expenses, including fees and all other expenses payable to third parties relating todisbursements of counsel, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; 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 proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff in connection with activities litigation by or against the Trust or any Fund; (m) premiums for the benefit fidelity bond maintained by the Trust pursuant to Section 17(g) of the Corporation1940 Act and rules promulgated thereunder; expenses for branding, marketing and (n) association and advertising the Corporation; office equipment and supplies and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments under this Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rentinstitute dues.

Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Corporation The Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Administrator shall not be entitled to any additional compensation hereunder. The Corporation will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), Adviser pursuant to that certain Investment Advisory Agreement, dated as of February 14April 1, 2023 2025, by and between the Corporation Company and the Adviser. Costs and expenses to be borne by the Corporation Company include, but are shall not be limited to, those relating to: organization : (a) organizational and offering; offering expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs of the Adviser); (b) calculating the CorporationCompany’s net asset value; effecting sales value (including the cost and repurchases expenses of shares any independent valuation firm); (c) direct costs and expenses of administration, including for legal, accounting and auditing services (including expenses of legal counsel to the Trustees who are not interested persons (as defined in the 1940 Act) of the Corporation’s common stock and other securities; investment advisory fees; fees and all other expenses payable to third parties relating toCompany or the Adviser), or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; 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 proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; ; (d) taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Company to Federal, State or other governmental agencies and associated filing costs); (e) dues, fees, charges and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute) or trade associations; (f) costs associated with distributing shareholder reports, proxy materials, prospectuses, stock certificates, distribution of dividends and/or other notices to shareholders, including printing costs and any other proxy voting expenses; (g) charges or distributions required to be paid to the Company’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); (h) fees and expenses associated with marketing and distribution efforts; (i) fees and expenses paid to agents and intermediaries for sub-transfer agency, sub-accounting and other shareholder services on behalf of shareholders of the Company held through omnibus and networked, record shareholder accounts; (j) payment for portfolio pricing services to a pricing agent, if any; (k) registration and filing fees of the SEC and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); (l) fees and expenses of registering or qualifying securities of the Company federally or in the various states; (m) fees and expenses incident to qualifying and listing of the Company’s shares on any exchange; (n) postage, freight and other charges in connection with the shipment of the Company’s portfolio securities; (o) fees and expenses of Trustees who are not interested persons (as defined in the 1940 Act) of the Company or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; (p) salaries of shareholder relations personnel and/or fees and expenses associated with marketing, branding, advertising and shareholder relations efforts; (q) costs of shareholders meetings; (r) insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Company which inure to its benefit and fidelity bond); (s) any and all fees, costs and expenses incurred in creating. implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Company (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (t) travel-related and other expenses for executive and administrative staff in connection with activities for the benefit of the Corporation; Company; (u) interest payable on any debt incurred to finance the Company’s investments; (v) any interest or brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Company in connection with portfolio securities transactions to which the Company is a party); (w) the Company’s proportionate share of expenses for brandingrelated to co-investments; (x) all expenses incident to the payment of any dividend, marketing distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; (y) amounts payable to third parties relating to, or associated with, evaluating, making and advertising disposing of investments; (z) litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to indemnification provisions of this Agreement); (aa) the Corporation; office equipment compensation of the Company’s chief compliance officer and supplies the salary of any compliance personnel of the Adviser and its affiliates who provide compliance-related services to the Company, provided such salary expenses are properly allocated between the Company and other affiliates, as applicable, and any costs associated with the monitoring, testing and revision of the Company’s compliance policies and procedures required by Rule 38a-1 under the 1940 Act, including costs, expenses or fees payable to third-parties; (bbb) the cost of any valuation services retained by the Company or the Adviser with respect to the Company’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Company’s operations; (cccc) fees and expenses incurred by the Corporation Adviser or the Administrator Company in connection with administering monitoring financial and legal affairs for the CorporationCompany and in monitoring the Company’s businessinvestments and performing due diligence on its prospective investments or otherwise relating to, including payments under this Agreement between the Corporation or associated with, evaluating and the Administrator based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent.making investments; and

Allocation of Costs and Expenses. In full consideration (a) The Adviser hereby agrees that it shall pay on behalf of the provision Trust and the Funds all of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator Trust and the Funds, as applicable, in performing its obligations connection with their operations except for such transfer agency, sub-accounting, recordkeeping, and providing personnel administrative services which are to be provided by the Adviser or an affiliate of the Adviser under separate transfer agency and administrative services agreements between the Fund and the Adviser or affiliate, as applicable, which are or have been approved by the Board of Trustees, including all of the independent trustees. At the Trust’s request the Adviser shall also furnish to the Trust, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Boards of Trustees. These services will include, among other things, the maintenance (but not preparation) of the Trust’s accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the SEC and Trust shareholders. The Adviser also will furnish, at the Adviser’s expense, such office space, equipment and facilities hereunderas may be reasonably requested by the Trust from time to time. The Administrator shall not be entitled to any additional compensation hereunder. The Corporation will bear all Without limiting the generality of the foregoing, such costs and expenses that are incurred in its operation and transactions and not specifically assumed payable by the CorporationAdviser include the following, unless the Board of Trustees approves any of the following costs and expenses being paid directly by the Funds: (1) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, independent pricing services and legal counsel for the Trust or for any Fund; (2) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Trust or any Fund to Federal, state, county, city, or other governmental agents; (3) the fees and expenses involved in maintaining the registration and qualification of the Trust and of its shares under laws administered by the SEC or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (4) the compensation and expenses of the trustees 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 Trust’s investment adviser shareholders, as well as all expenses of shareholders’ meetings and trustees’ meetings; (6) all costs, fees or other expenses arising in connection with the “Adviser”)organization and filing of the Trust’s Certificate of Trust including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any State and the approval of the Trust’s operations by any other Federal or State authority; (7) the expenses of repurchasing and redeeming shares of the Trust; (8) insurance premiums; (9) the expenses, including fees and disbursements of counsel, in connection with litigation by or against the Trust and any Fund; and (10) premiums for the fidelity bond maintained by the Trust pursuant to that certain Investment Advisory AgreementSection 17(g) of the 1940 Act and rules promulgated thereunder. Interest, dated taxes and extraordinary items such as litigation costs are not deemed expenses for purposes of February 14, 2023 by this paragraph and between the Corporation and the Adviser. Costs and expenses to shall be borne by the Corporation includeTrusts or such Fund in any event. Expenditures, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of shares of the Corporation’s common stock and other securities; investment advisory fees; fees and all other expenses payable to third parties relating to, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; federal and state registration fees; all including 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 proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff incurred in connection with activities the purchase or sale of portfolio securities, which are capitalized in accordance with generally accepted accounting principles applicable to investment companies, are accounted for the benefit of the Corporation; as capital items and shall not be deemed to be expenses for brandingpurposes of this paragraph. (b) Except to the extent required by law to be paid by the Adviser, marketing the Trust shall pay the following costs and advertising expenses: (1) all brokers’ commissions, issue and transfer taxes, and other costs chargeable to the CorporationTrust or any Fund in connection with securities transactions to which the Trust or any Fund is a party or in connection with securities owned by the Trust or any Fund; office equipment and supplies and all other expenses and (2) the interest on indebtedness, if any, incurred by the Corporation Trust or the Administrator in connection with administering the Corporation’s business, including payments under this Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rentany Fund.

Allocation of Costs and Expenses. In full consideration (a) The Advisor hereby agrees that it shall pay on behalf of the provision Trust and the Funds all of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator Trust and the Funds, as applicable, in performing its obligations connection with their operations except for such transfer agency, sub-accounting, recordkeeping, and providing personnel administrative services which are to be provided by the Advisor or an affiliate of the Advisor under separate transfer agency and administrative services agreements between the Fund and the Advisor or affiliate, as applicable, which are or have been approved by the Board of Trustees, including all of the independent trustees. At the Trust's request the Advisor shall also furnish to the Trust, at the expense of the Advisor, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Boards of Trustees. These services will include, among other things, the maintenance (but not preparation) of the Trust's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the SEC and Trust shareholders. The Advisor also will furnish, at the Advisor's expense, such office space, equipment and facilities hereunderas may be reasonably requested by the Trust from time to time. The Administrator shall not be entitled to any additional compensation hereunder. The Corporation will bear all Without limiting the generality of the foregoing, such costs and expenses that are incurred in its operation and transactions and not specifically assumed payable by the Corporation’s investment adviser Advisor include the following, unless the Board of Trustees approves any of the following costs and expenses being paid directly by the Funds: (1) the “Adviser”)fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, independent pricing services and legal counsel for the Trust or for any Fund; (2) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Trust or any Fund to Federal, state, county, city, or other governmental agents; (3) the fees and expenses involved in maintaining the registration and qualification of the Trust and of its shares under laws administered by the SEC or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (4) the compensation and expenses of the trustees 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 Trust's shareholders, as well as all expenses of shareholders' meetings and trustees' meetings; (6) all costs, fees or other expenses arising in connection with the organization and filing of the Trust's Certificate of Trust including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any State and the approval of the Trust's operations by any other Federal or State authority; (7) the expenses of repurchasing and redeeming shares of the Trust; (8) insurance premiums; (9) the expenses, including fees and disbursements of counsel, in connection with litigation by or against the Trust and any Fund; and (10) premiums for the fidelity bond maintained by the Trust pursuant to that certain Investment Advisory AgreementSection 17(g) of the 1940 Act and rules promulgated thereunder. Interest, dated taxes and extraordinary items such as litigation costs are not deemed expenses for purposes of February 14, 2023 by this paragraph and between the Corporation and the Adviser. Costs and expenses to shall be borne by the Corporation includeTrusts or such Fund in any event. Expenditures, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of shares of the Corporation’s common stock and other securities; investment advisory fees; fees and all other expenses payable to third parties relating to, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; federal and state registration fees; all including 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 proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff incurred in connection with activities the purchase or sale of portfolio securities, which are capitalized in accordance with generally accepted accounting principles applicable to investment companies, are accounted for the benefit of the Corporation; as capital items and shall not be deemed to be expenses for brandingpurposes of this paragraph. (b) Except to the extent required by law to be paid by the Advisor, marketing the Trust shall pay the following costs and advertising expenses: (1) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the CorporationTrust or any Fund in connection with securities transactions to which the Trust or any Fund is a party or in connection with securities owned by the Trust or any Fund; office equipment and supplies and all other expenses and (2) the interest on indebtedness, if any, incurred by the Corporation Trust or the Administrator in connection with administering the Corporation’s business, including payments under this Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rentany Fund.

Allocation of Costs and Expenses. In full consideration (a) The Advisor hereby agrees that it shall pay on behalf of the provision Trust and the Funds all of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator Trust and the Funds, as applicable, in performing its obligations connection with their operations except for such transfer agency, sub-accounting, recordkeeping, and providing personnel administrative services which are to be provided by the Advisor or an affiliate of the Advisor under separate transfer agency and administrative services agreements between the Fund and the Advisor or affiliate, as applicable, which are or have been approved by the Board of Trustees, including all of the independent trustees. At the Trust’s request the Advisor shall also furnish to the Trust, at the expense of the Advisor, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Boards of Trustees. These services will include, among other things, the maintenance (but not preparation) of the Trust’s accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the SEC and Trust shareholders. The Advisor also will furnish, at the Advisor’s expense, such office space, equipment and facilities hereunderas may be reasonably requested by the Trust from time to time. The Administrator shall not be entitled to any additional compensation hereunder. The Corporation will bear all Without limiting the generality of the foregoing, such costs and expenses that are incurred in its operation and transactions and not specifically assumed payable by the CorporationAdvisor include the following, unless the Board of Trustees approves any of the following costs and expenses being paid directly by the Funds: (1) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, independent pricing services and legal counsel for the Trust or for any Fund; (2) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Trust or any Fund to Federal, state, county, city, or other governmental agents; (3) the fees and expenses involved in maintaining the registration and qualification of the Trust and of its shares under laws administered by the SEC or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (4) the compensation and expenses of the trustees 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 Trust’s investment adviser shareholders, as well as all expenses of shareholders’ meetings and trustees’ meetings; (6) all costs, fees or other expenses arising in connection with the “Adviser”)organization and filing of the Trust’s Certificate of Trust including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any State and the approval of the Trust’s operations by any other Federal or State authority; (7) the expenses of repurchasing and redeeming shares of the Trust; (8) insurance premiums; (9) the expenses, including fees and disbursements of counsel, in connection with litigation by or against the Trust and any Fund; and (10) premiums for the fidelity bond maintained by the Trust pursuant to that certain Investment Advisory AgreementSection 17(g) of the 1940 Act and rules promulgated thereunder. Interest, dated taxes and extraordinary items such as litigation costs are not deemed expenses for purposes of February 14, 2023 by this paragraph and between the Corporation and the Adviser. Costs and expenses to shall be borne by the Corporation includeTrusts or such Fund in any event. Expenditures, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of shares of the Corporation’s common stock and other securities; investment advisory fees; fees and all other expenses payable to third parties relating to, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; federal and state registration fees; all including 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 proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff incurred in connection with activities the purchase or sale of portfolio securities, which are capitalized in accordance with generally accepted accounting principles applicable to investment companies, are accounted for the benefit of the Corporation; as capital items and shall not be deemed to be expenses for brandingpurposes of this paragraph. (b) Except to the extent required by law to be paid by the Advisor, marketing the Trust shall pay the following costs and advertising expenses: (1) all brokers’ commissions, issue and transfer taxes, and other costs chargeable to the CorporationTrust or any Fund in connection with securities transactions to which the Trust or any Fund is a party or in connection with securities owned by the Trust or any Fund; office equipment and supplies and all other expenses and (2) the interest on indebtedness, if any, incurred by the Corporation Trust or the Administrator in connection with administering the Corporation’s business, including payments under this Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rentany Fund.

Allocation of Costs and Expenses. 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 Administrator shall not be entitled to any additional compensation hereunder. The Corporation will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of February 14April , 2023 2006 by and between the Corporation and the Adviser. Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of shares of the Corporation’s common stock and other securities; investment advisory fees; fees and all other expenses payable to third parties relating to, or associated with with, making investments (i) making and/or investigating possible investments and (ii) monitoring and/or protecting in each case subject to approval of the Corporation’s interests in existing investments; brokerage fees and commissionsBoard of Directors); transfer agentagent and custodial fees; costs and expenses relating to marketing and advertising the Corporation, custodial fees including without limitation sponsorship of industry events, attendance at industry conferences and escrow servicestravel and entertainment costs associated with meeting relevant investors and prospective portfolio companies (to the extent not reimbursed by such companies); the salary, bonus and benefits payable to the Corporation’s Chief Financial Officer, Chief Compliance Officer, Controller and administrative support staff; 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 directorsDirectors’ fees and expenses; costs of proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff in connection with activities for the benefit of the Corporation; expenses for branding, marketing and advertising the Corporation; office equipment and supplies and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments under this Agreement between the Corporation and the Administrator Agreement, based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent.

Allocation of Costs and Expenses. In full consideration (a) The Advisor hereby agrees that it shall pay on behalf of the provision Trust and the Funds all of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator Trust and the Funds, as applicable, in performing its obligations connection with their operations except for such transfer agency, sub-accounting, recordkeeping, and providing personnel administrative services which are to be provided by the Advisor or an affiliate of the Advisor under separate transfer agency and administrative services agreements between the Fund and the Advisor or affiliate, as applicable, which are or have been approved by the Board of Trustees, including all of the independent trustees. At the Trust's request the Advisor shall also furnish to the Trust, at the expense of the Advisor, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Boards of Trustees. These services will include, among other things, the maintenance (but not preparation) of the Trust's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the SEC and Trust shareholders. The Advisor also will furnish, at the Advisor's expense, such office space, equipment and facilities hereunderas may be reasonably requested by the Trust from time to time. The Administrator shall not be entitled to any additional compensation hereunder. The Corporation will bear all Without limiting the generality of the foregoing, such costs and expenses that are incurred in its operation and transactions and not specifically assumed payable by the Corporation’s investment adviser Advisor include the following, unless the Board of Trustees approves any of the following costs and expenses being paid directly by the Funds: (1) the “Adviser”)fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, independent pricing services and legal counsel for the Trust or for any Fund; (2) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Trust or any Fund to Federal, state, county, city, or other governmental agents; (3) the fees and expenses involved in maintaining the registration and qualification of the Trust and of its shares under laws administered by the SEC or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (4) the compensation and expenses of the trustees 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 Trust's SUB-ITEM 77Q1(E) shareholders, as well as all expenses of shareholders' meetings and trustees' meetings; (6) all costs, fees or other expenses arising in connection with the organization and filing of the Trust's Certificate of Trust including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any State and the approval of the Trust's operations by any other Federal or State authority; (7) the expenses of repurchasing and redeeming shares of the Trust; (8) insurance premiums; (9) the expenses, including fees and disbursements of counsel, in connection with litigation by or against the Trust and any Fund; and (10) premiums for the fidelity bond maintained by the Trust pursuant to that certain Investment Advisory AgreementSection 17(g) of the 1940 Act and rules promulgated thereunder. Interest, dated taxes and extraordinary items such as litigation costs are not deemed expenses for purposes of February 14, 2023 by this paragraph and between the Corporation and the Adviser. Costs and expenses to shall be borne by the Corporation includeTrusts or such Fund in any event. Expenditures, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of shares of the Corporation’s common stock and other securities; investment advisory fees; fees and all other expenses payable to third parties relating to, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; federal and state registration fees; all including 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 proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff incurred in connection with activities the purchase or sale of portfolio securities, which are capitalized in accordance with generally accepted accounting principles applicable to investment companies, are accounted for the benefit of the Corporation; as capital items and shall not be deemed to be expenses for brandingpurposes of this paragraph. (b) Except to the extent required by law to be paid by the Advisor, marketing the Trust shall pay the following costs and advertising expenses: (1) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the CorporationTrust or any Fund in connection with securities transactions to which the Trust or any Fund is a party or in connection with securities owned by the Trust or any Fund; office equipment and supplies and all other expenses and (2) the interest on indebtedness, if any, incurred by the Corporation Trust or the Administrator in connection with administering the Corporation’s business, including payments under this Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rentany Fund.

Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Corporation The Adviser shall reimburse the Administrator Fund monthly for the costs and expenses incurred any salaries paid by the Administrator Fund to officers, Directors, and full-time employees of the Fund who also are officers, general partners or employees of the Adviser or its affiliates. Except for such sub-accounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Fund under the Administrative Services Agreement between the Fund and the Adviser dated April 30, 1993, which was approved on April 23, 1993, by the Fund's board of directors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in performing its obligations the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the Fund's accounts and providing personnel records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Fund shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities hereunderas may be reasonably requested by the Fund from time to time. The Administrator Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Fund shall not be entitled to any additional compensation hereunder. The Corporation will bear pay all costs and expenses that are incurred in its operation connection with the operations and transactions organization of the Fund. Without limiting the generality of the foregoing, such costs and not specifically assumed expenses payable by the Corporation’s investment adviser Fund include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the “Adviser”)Fund and any Portfolio of the Fund in connection with securities transactions to which the Fund or the Portfolios is a party or in connection with securities owned by the Fund or the Portfolios of the Fund; (b) the fees, pursuant charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and legal counsel for the Fund or for the Portfolios of the Fund; (c) the interest on indebtedness, if any, incurred by the Fund or the Portfolios of the Fund; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Fund or the Portfolios of the Fund to that certain Investment Advisory Agreementfederal, dated as state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of February 14the Fund and of its shares under laws administered by the Securities and Exchange Commission or under other applicable regulatory requirements, 2023 by including the preparation and between printing of prospectuses and statements of additional information; (f) the Corporation compensation and expenses of its independent Directors, and the Adviser. Costs compensation of any employees and expenses to be borne by officers of the Corporation include, but Fund who are not limited toemployees of the Adviser or one of its affiliated companies and compensated as such; (g) the costs of printing and distributing reports, those relating to: notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with the organization and offering; calculating filing of the Corporation’s net asset value; effecting sales Fund's Articles of Incorporation, including its initial registration and repurchases qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other federal or state authority; (i) the expenses of repurchasing and redeeming shares of the Corporation’s common stock Fund; (j) insurance premiums; (k) the costs of designing, printing, and other securities; investment advisory fees; issuing certificates representing shares of beneficial interest of the Fund; (l) extraordinary expenses, including fees and all other expenses payable to third parties relating todisbursements of Fund counsel, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; 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 proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff in connection with activities litigation by or against the Fund or the Portfolios of the Fund; (m) premiums for the benefit fidelity bond maintained by the Fund pursuant to Section 17(g) of the Corporation1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereunder); (n) association and institute dues; expenses for brandingand (o) the expenses, marketing and advertising if any, of distributing shares of the Corporation; office equipment and supplies and all other expenses incurred Fund paid by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments Fund pursuant to a Plan and Agreement of Distribution adopted under this Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion Rule 12b-1 of the Administrator’s overhead in performing its obligations under this Agreement, including rentInvestment Company Act of 1940.

Allocation of Costs and Expenses. In full consideration (a) The Advisor hereby agrees that it shall pay on behalf of the provision Trust and the Funds all of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator Trust and the Funds, as applicable, in performing its obligations connection with their operations except for such transfer agency, sub-accounting, recordkeeping, and providing personnel administrative services which are to be provided by the Advisor or an affiliate of the Advisor under separate transfer agency and administrative services agreements between the Fund and the Advisor or affiliate, as applicable, which are or have been approved by the Board of Trustees, including all of the independent trustees. At the Trust's request the Advisor shall also furnish to the Trust, at the expense of the Advisor, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Boards of Trustees. These services will include, among other things, the maintenance (but not preparation) of the Trust's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the SEC and Trust shareholders. The Advisor also will furnish, at the Advisor's expense, such office space, equipment and facilities hereunderas may be reasonably requested by the Trust from time to time. The Administrator shall not be entitled to any additional compensation hereunder. The Corporation will bear all Without limiting the generality of the foregoing, such costs and expenses that are incurred in its operation and transactions and not specifically assumed payable by the Corporation’s investment adviser Advisor include the following, unless the Board of Trustees approves any of the following costs and expenses being paid directly by the Funds: (1) the “Adviser”)fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, independent pricing services and legal counsel for the Trust or for any Fund; (2) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Trust or any Fund to Federal, state, county, city, or other governmental agents; (3) the fees and expenses involved in maintaining the registration and qualification of the Trust and of its shares under laws administered by the SEC or Re: Consideration of Changes to the Portfolios of ATST under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (4) the compensation and expenses of the trustees 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 Trust's shareholders, as well as all expenses of shareholders' meetings and trustees' meetings; (6) all costs, fees or other expenses arising in connection with the organization and filing of the Trust's Certificate of Trust including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any State and the approval of the Trust's operations by any other Federal or State authority; (7) the expenses of repurchasing and redeeming shares of the Trust; (8) insurance premiums; (9) the expenses, including fees and disbursements of counsel, in connection with litigation by or against the Trust and any Fund; and (10) premiums for the fidelity bond maintained by the Trust pursuant to that certain Investment Advisory AgreementSection 17(g) of the 1940 Act and rules promulgated thereunder. Interest, dated taxes and extraordinary items such as litigation costs are not deemed expenses for purposes of February 14, 2023 by this paragraph and between the Corporation and the Adviser. Costs and expenses to shall be borne by the Corporation includeTrusts or such Fund in any event. Expenditures, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of shares of the Corporation’s common stock and other securities; investment advisory fees; fees and all other expenses payable to third parties relating to, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; federal and state registration fees; all including 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 proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff incurred in connection with activities the purchase or sale of portfolio securities, which are capitalized in accordance with generally accepted accounting principles applicable to investment companies, are accounted for the benefit of the Corporation; as capital items and shall not be deemed to be expenses for brandingpurposes of this paragraph. (b) Except to the extent required by law to be paid by the Advisor, marketing the Trust shall pay the following costs and advertising expenses: (1) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the CorporationTrust or any Fund in connection with securities transactions to which the Trust or any Fund is a party or in connection with securities owned by the Trust or any Fund; office equipment and supplies and all other expenses and (2) the interest on indebtedness, if any, incurred by the Corporation Trust or the Administrator in connection with administering the Corporation’s business, including payments under this Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rentany Fund.

Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Corporation The Adviser shall reimburse the Administrator Company monthly for the costs and expenses incurred any salaries paid by the Administrator Company to officers, Directors, and full-time employees of the Company who also are officers, general partners or employees of the Adviser or its affiliates. Except for such subaccounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Company under the Administrative Services Agreement between the Company and the Adviser dated May 2, 1994, which was approved on April 20, 1994, by the Company's board of directors, including all of the independent directors, at the Company's request the Adviser shall also furnish to the Company, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in performing its obligations the judgment of the Directors of the Company. These services will include, among other things, the maintenance (but not preparation) of the Company's accounts and providing personnel records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Company shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities hereunderas may be reasonably requested by the Company from time to time. The Administrator Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Company shall not be entitled to any additional compensation hereunder. The Corporation will bear pay all costs and expenses that are incurred in its operation connection with the operations and transactions organization of the Company. Without limiting the generality of the foregoing, such costs and not specifically assumed expenses payable by the Corporation’s investment adviser Company include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the “Adviser”)Company and any Fund in connection with securities transactions to which the Company or any Fund is a party or in connection with securities owned by the Company or any Fund; (b) the fees, pursuant charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and legal counsel for the Company or for any Fund; (c) the interest on indebtedness, if any, incurred by the Company or any Fund; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Company or any Fund to that certain Investment Advisory Agreementfederal, dated state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the Company and of its shares under laws administered by the Securities and Exchange Commission or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (f) the compensation and expenses of its Directors; (g) 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 Company's shareholders, as well as all expenses of February 14shareholders' meetings and Directors' meetings; (h) all costs, 2023 by fees or other expenses arising in connection with the organization and between filing of the Corporation Company's Articles of Incorporation, including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the Adviser. Costs approval of the Company's operations by any other federal or state authority; (i) the expenses of repurchasing and expenses to be borne by the Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of redeeming shares of the Corporation’s Company; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of common stock and other securities; investment advisory fees; of the Company; (l) extraordinary expenses, including fees and all other expenses payable to third parties relating todisbursements of Company counsel, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; 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 proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff in connection with activities litigation by or against the Company or any Fund; (m) premiums for the benefit fidelity bond maintained by the Company pursuant to Section 17(g) of the Corporation1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereunder); (n) association and institute dues; expenses for brandingand (o) the expenses, marketing and advertising if any, of distributing shares of the Corporation; office equipment and supplies and all other expenses incurred Company paid by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments Company pursuant to a Plan and Agreement of Distribution adopted under this Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion Rule 12b-1 of the Administrator’s overhead in performing its obligations under this Agreement, including rentInvestment Company Act of 1940.

Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Corporation The Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Administrator shall not be entitled to any additional compensation hereunder. The Corporation will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), Adviser pursuant to that certain Investment Advisory Agreement, dated as of February 14April 1, 2023 2025, by and between the Corporation Company and the Adviser. Costs and expenses to be borne by the Corporation Company include, but are shall not be limited to, those relating to: organization : (a) organizational and offering; offering expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs of the Adviser); (b) calculating the CorporationCompany’s net asset value; effecting sales value (including the cost and repurchases expenses of shares any independent valuation firm); (c) direct costs and expenses of administration, including for legal, accounting and auditing services (including expenses of legal counsel to the Trustees who are not interested persons (as defined in the 1940 Act) of the Corporation’s common stock and other securities; investment advisory fees; fees and all other expenses payable to third parties relating toCompany or the Adviser), or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; 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 proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; ; (d) taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Company to Federal, State or other governmental agencies and associated filing costs); (e) dues, fees, charges and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute) or trade associations; (f) costs associated with distributing shareholder reports, proxy materials, prospectuses, stock certificates, distribution of dividends and/or other notices to shareholders, including printing costs and any other proxy voting expenses; (g) charges or distributions required to be paid to the Company’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); (h) fees and expenses associated with marketing and distribution efforts; (i) fees and expenses paid to agents and intermediaries for sub-transfer agency, sub-accounting and other shareholder services on behalf of shareholders of the Company held through omnibus and networked, record shareholder accounts; (j) payment for portfolio pricing services to a pricing agent, if any; (k) registration and filing fees of the SEC and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); (l) fees and expenses of registering or qualifying securities of the Company federally or in the various states; (m) fees and expenses incident to qualifying and listing of the Company’s shares on any exchange; (n) postage, freight and other charges in connection with the shipment of the Company’s portfolio securities; (o) fees and expenses of Trustees who are not interested persons (as defined in the 1940 Act) of the Company or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; (p) salaries of shareholder relations personnel and/or fees and expenses associated with marketing, branding, advertising and shareholder relations efforts; (q) costs of shareholders meetings; (r) insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Company which inure to its benefit and fidelity bond); (s) any and all fees, costs and expenses incurred in creating. implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Company (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (t) travel-related and other expenses for executive and administrative staff in connection with activities for the benefit of the CorporationCompany; (u) interest payable on any debt incurred to finance the Company’s investments; (v) any interest or brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Company in connection with portfolio securities transactions to which the Company is a party); (w) the Company’s proportionate share of expenses related to co-investments; (x) all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; (y) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (z) litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to indemnification provisions of this Agreement); (aa) the compensation of the Company’s chief compliance officer and the salary of any compliance personnel of the Adviser and its affiliates who provide compliance-related services to the Company, provided such salary expenses are properly allocated between the Company and other affiliates, as applicable, and any costs associated with the monitoring, testing and revision of the Company’s compliance policies and procedures required by Rule 38a-1 under the 1940 Act, including costs, expenses or fees payable to third-parties; (bb) the cost of any valuation services retained by the Company or the Adviser with respect to the Company’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Company’s operations; (cc) fees and expenses incurred by the Adviser or the Company in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective investments or otherwise relating to, or associated with, evaluating and making investments; expenses for branding, marketing and advertising the Corporation; office equipment and supplies and and (dd) all other expenses incurred by the Corporation Company or the Administrator in connection with administering the CorporationCompany’s business, including payments under this Agreement between such as the Corporation and the Administrator based upon the Corporation’s allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its obligations under this Agreement, including rent, office supplies, the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the costs of compensation and related expenses of the Company’s chief financial officer, chief operating officer and their respective support staff.

Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Corporation The Adviser shall reimburse the Administrator Fund monthly for the costs and expenses incurred any salaries paid by the Administrator Company to officers, Directors, and full-time employees of the Company who also are officers, general partners or employees of the Adviser or its affiliates. Except for such sub-accounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Company under the Administrative Services Agreement between the Company and the Adviser dated February 28, 1997, which was approved on November 5, 1996, by the Company's board of directors, including all of the independent directors, at the Company's request the Adviser shall also furnish to the Company, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in performing its obligations the judgment of the Directors of the Company. These services will include, among other things, the maintenance (but not preparation) of the Company's accounts and providing personnel records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Company shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities hereunderas may be reasonably requested by the Company from time to time. The Administrator Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Company shall not be entitled to any additional compensation hereunder. The Corporation will bear pay all costs and expenses that are incurred in its operation connection with the operations and transactions organization of the Company. Without limiting the generality of the foregoing, such costs and not specifically assumed expenses payable by the Corporation’s investment adviser Company include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the “Adviser”)Company and any Fund in connection with securities transactions to which the Company or any Fund is a party or in connection with securities owned by the Company or any Fund; (b) the fees, pursuant charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and legal counsel for the Company or for any Fund; (c) the interest on indebtedness, if any, incurred by the Company or any Fund; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Company or any Fund to that certain Investment Advisory Agreementfederal, dated state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the Company and of its shares under laws administered by the Securities and Exchange Commission or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (f) the compensation and expenses of its Directors; (g) 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 Company's shareholders, as well as all expenses of February 14shareholders' meetings and Directors' meetings; (h) all costs, 2023 by fees or other expenses arising in connection with the organization and between filing of the Corporation Company's Articles of Incorporation, including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the Adviser. Costs approval of the Company's operations by any other federal or state authority; (i) the expenses of repurchasing and expenses to be borne by the Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of redeeming shares of the Corporation’s common stock Company; (j) insurance premiums; (k) the costs of designing, printing, and other securities; investment advisory fees; issuing certificates representing shares of beneficial interest of the Company; (l) extraordinary expenses, including fees and all other expenses payable to third parties relating todisbursements of Company counsel, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; 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 proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff in connection with activities litigation by or against the Company or any Fund; (m) premiums for the benefit fidelity bond maintained by the Company pursuant to Section 17(g) of the Corporation1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereunder); (n) association and institute dues; expenses for brandingand (o) the expenses, marketing and advertising if any, of distributing shares of the Corporation; office equipment and supplies and all other expenses incurred Company paid by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments Company pursuant to a Plan and Agreement of Distribution adopted under this Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion Rule 12b-1 of the Administrator’s overhead in performing its obligations under this Agreement, including rentInvestment Company Act of 1940.