Common use of Advisor Compensation Clause in Contracts

Advisor Compensation. The annual fee (“Fee”) for the services provided under this Agreement shall be a percentage of the market value of the Assets under management in accordance with the fee schedule specified in Exhibit A. The Fee shall be prorated and paid quarterly, in advance or in arrears, depending on your selection and based upon the market value of the Assets held during the calculation period. When a new account is implemented during a quarter, KWA will prorate the Fee and bill in arrears on such new account at the time of the initial quarterly billing. KWA reserves the right to bill an additional Fee if Assets are added to the Accounts during a quarter. No change in the Fee schedule shall be effective without prior written notification to you. Lower fees for comparable services may be available from other sources. For further information, please see Form ADV, Part 2A. You hereby authorize KWA to invoice the Custodian for the payment of fees as determined in accordance with the terms and conditions of this Agreement and to agree to have the Custodian automatically deduct from your Account the Fee amount stated as due in our invoice. The fees billed may include fees for management of accounts held elsewhere if such accounts are included in this Agreement. ▇▇▇ is unable to bill accounts held elsewhere other than through the Custodian. After the end of each calendar quarter, you may request that Advisor provide to you via a Client Portal a bill showing the amount of the Fee, the value of the Assets on which the Fee was based, and the specific manner in which the Fee was calculated. KWA shall also instruct the Custodian to send you a statement, at least quarterly, indicating all amounts disbursed from the Account, including the amount of fees paid directly to us. We recommend you verify the accuracy of the Fee calculation. The Custodian will not determine whether the Fee is accurate or properly calculated. In addition to the Fee, you may also incur additional expenses such as Custodian transaction costs, mutual fund fees, and other Custodian trading costs. Neither Advisor nor its representatives receive any portion of these other expenses. No portion of our compensation shall be based on capital gains or capital appreciation of the Assets, except as provided for under the Investment Advisers Act of 1940 (“the Advisers Act”). The Client understands that Advisor as well as affiliates of Advisor may provide services to the Accounts or in connection with transactions for the Accounts, and the Client shall pay them compensation for their services (which may be in the form of fees, commissions, or ▇▇▇▇▇ ▇▇▇▇-ups or ▇▇▇▇-▇▇▇▇▇). The Client shall also reimburse Advisor for all reasonable expenses incurred by Advisor or its nominees or agents (including affiliates of Advisor) in connection with the Accounts or related transactions. The Client also agrees that Advisor and/or its affiliates may retain as additional compensation any and all commissions, margin interest, rebates of broker commissions, and/or discounts provided to Advisor and/ or its affiliates as financial intermediaries or otherwise, subject to any restrictions imposed under applicable law. Advisor will answer any questions the Client may have, and to provide any information the Client may request, concerning the compensation of Advisor or the compensation of affiliates of Advisor involved in transactions for the Accounts. Securities in the Account that are listed on a recognized securities exchange or quotation system will be valued at the closing price, on the valuation date, on the principal market where securities are traded. Other securities or investments in the Account will be valued in a manner determined in good faith by Advisor to reflect fair market value.

Advisor Compensation. The annual fee (“Fee”) for the services provided under this Agreement shall be a percentage of the market value of the Assets under management in accordance with the fee schedule specified in Exhibit A. The Fee shall be prorated and paid quarterly, in advance or in arrears, depending on your selection and based upon the market value of the Assets held during the calculation period. When a new account is implemented during a quarter, KWA will prorate the Fee and bill in arrears on such new account at the time of the initial quarterly billing. KWA reserves the right to bill an additional Fee if Assets are added to the Accounts during a quarter. No change in the Fee schedule shall be effective without prior written notification to you. Lower fees for comparable services may be available from other sources. For further information, please see Form ADV, Part 2A. You hereby authorize KWA to invoice the Custodian for the payment of fees as determined in accordance with the terms and conditions of this Agreement and to agree to have the Custodian automatically deduct from your Account the Fee amount stated as due in our invoice. The fees billed may include fees for management of accounts held elsewhere if such accounts are included in this Agreement. ▇▇▇ is unable to bill accounts held elsewhere other than through the Custodian. After the end of each calendar quarter, you may request that Advisor provide to you via a Client Portal a bill showing the amount of the Fee, the value of the Assets on which the Fee was based, and the specific manner in which the Fee was calculated. KWA shall also instruct the Custodian to send you a statement, at least quarterly, indicating all amounts disbursed from the Account, including the amount of fees paid directly to us. We recommend you verify the accuracy of the Fee calculation. The Custodian will not determine whether the Fee is accurate or properly calculated. In addition to the Fee, you may also incur additional expenses such as Custodian transaction costs, mutual fund fees, and other Custodian trading costs. Neither Advisor nor its representatives receive any portion of these other expenses. No portion of our compensation shall be based on capital gains or capital appreciation of the Assets, except as provided for under the Investment Advisers Act of 1940 (“the Advisers Act”). The Client understands that Advisor as well as affiliates of Advisor may provide services to the Accounts or in connection with transactions for the Accounts, and the Client shall pay them compensation for their services (which may be in the form of fees, commissions, or ▇▇▇▇▇ ▇▇▇▇-ups or ▇▇▇▇-▇▇▇▇▇). The Client shall also reimburse Advisor for all reasonable expenses incurred by Advisor or its nominees or agents (including affiliates of Advisor) in connection with the Accounts or related transactions. The Client also agrees that Advisor and/or its affiliates may retain as additional compensation any and all commissions, margin interest, rebates of broker commissions, and/or discounts provided to Advisor and/ or its affiliates as financial intermediaries or otherwise, subject to any restrictions imposed under applicable law. Advisor will answer any questions the Client may have, and to provide any information the Client may request, concerning the compensation of Advisor or the compensation of affiliates of Advisor involved in transactions for the Accounts. Securities in the Account that are listed on a recognized securities exchange or quotation system will be valued at the closing price, on the valuation date, on the principal market where securities are traded. Other securities or investments in the Account will be valued in a manner determined in good faith by Advisor to reflect fair market value.