Common use of Adviser Compensation Clause in Contracts

Adviser Compensation. We are compensated for our services according to the following annual fee schedule: The fee will be paid quarterly in advance and paid based upon the market value of the Assets on the last day of the previous billing period. To the extent that our advisor/client relationship commences in the middle of a quarter, the fee for that quarter will be prorated to the date of execution of this Agreement. No portion of the fee will be based on capital gains or appreciation of the Assets. There will be no increase in the fee assessed on the Client's Account(s) without prior written notice. Our fees will automatically be deducted from your managed account1. As part of this process, you understand and acknowledge the following: a) Your independent custodian sends statements at least quarterly to you showing the market values for each security included in the Assets and all disbursements in your account including the amount of the advisory fees paid to us; b) You provide authorization permitting us to be directly paid by these terms; c) We will send you a copy of our invoice; d) Our invoice includes a formula as required by relevant state statutes and rules.2 For the avoidance of doubt, the Adviser is only compensated based on the Client’s assets under management as set forth in fee schedule set forth above and does not charge any performance or other fees on the capital gains achieved in your managed account.