Based Fees Sample Clauses

Based Fees. Client shall pay ▇▇▇▇▇▇▇ ▇▇▇▇▇ an annual asset-based fee (“Fee”) at the rate shown in the attached Asset-Based Fee Schedule. Client understands that the Fee includes compensation to the financial advisor and ▇▇▇▇▇▇▇ ▇▇▇▇▇ for its execution and advisory services, as well as the subadvisory fee to be paid to the Manager(s). Client agrees that the subadvisory fee paid to the Manager(s), and the financial advisor’s and ▇▇▇▇▇▇▇ ▇▇▇▇▇’▇ compensation may be changed at any time without notice to or consent from Client; however, in no event will the total Fee charged to Client’s Account be increased without Client’s consent. Client may negotiate the Fee with the financial advisor or other representative of ▇▇▇▇▇▇▇ ▇▇▇▇▇ designated by Client. Factors involved in such negotiation may include the size of the brokerage account, anticipated additional execution costs related to Managers that trade away from RJA, ▇▇▇▇▇▇▇ ▇▇▇▇▇'▇ policy with respect to discounts, and the Client's relationship with ▇▇▇▇▇▇▇ ▇▇▇▇▇'▇ financial advisor. Client understands that unless a lower rate has been negotiated by Client, Client should expect ▇▇▇▇▇▇▇ ▇▇▇▇▇ will charge Fees based upon the schedule set forth herein. Until paid, any Fee due ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall constitute a lien upon the Account’s assets. Client understands the Fee does not include brokerage commissions resulting from transactions effected through or with broker- dealers other than RJA, “trading away”, or mark-ups, ▇▇▇▇-▇▇▇▇▇, spreads or other charges associated with principal transactions, if any, which may include transactions in certain fixed income securities. RJA does not separately itemize such commissions, mark- ups, ▇▇▇▇-▇▇▇▇▇, spreads, or other charges, if any. The Fee includes all execution charges except certain dealer-markups and odd lot differentials, taxes, exchange fees and any other charges imposed by law with regard to any transactions in the Account. Client may also incur charges for other services provided by RJA not directly related to the execution and clearing of transactions including, but not limited to, interest charges on margin loans and fees for legal or courtesy transfers of securities.
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Based Fees. At the Program level, the Account may be subject to a Program Management Fee and certain other asset-based fees. Such fees paid by the Account are received by the Program Manager, and there are no additional fees payable to the Council or to the State of South Dakota. The asset-based fees noted below for each class of Units are accrued daily and paid to the Program Manager monthly. The Program Manager has agreed to pay VA an asset based advisory fee in connection with the advisory services provided to the Program, and that fee is not a separate charge paid by the Investment Portfolios. Fee A SD-A1 C SD-C2 F3 Program Management Fee 0.25% None 0.25% .25% None Servicing and Administrative Fee Equity* and Fixed Income** Portfolios 0.35% 0.35% 0.35% 0.35% None Ultrashort Bond Portfolios*** 0.10% 0.10% 0.10% 0.10% None Distribution Fee Equity* & Fixed Income** Portfolios None None 0.75% 0.65% None Ultrashort Bond Portfolios*** None None None None None * Equity Fund Portfolios consist of the following: Age-Based Investment Portfolios 1 (Ages 0-9), 2 (Ages 10), 3 (Age 11), 4 (Age 12); Diversified Equity Static Investment Portfolio; Virtus Blended International Equity, Virtus Blended U.S. Equity, Virtus Ceredex Small-Cap Value, Virtus Global Allocation, Virtus KAR Mid-Cap Core, Virtus NFJ Dividend Value and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Focused Growth.** Fixed Income Fund Portfolios consist of Age-Based Investment Portfolios 5 (Age 13), 6 (Age 14), 7 (Age 15), 8 (Age 16), 9 (Ages 17-18), and 10 (Ages 19 and over); Diversified Bond Static Investment Portfolio; Virtus Blended All Asset, Virtus Newfleet Multi-Sector Intermediate Bond, and Virtus Seix Core Bond. *** Ultrashort Bond Portfolios consist of the Ultrashort Bond Static Investment Portfolio and the Virtus Blended Ultrashort Bond.
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Based Fees. “Transaction-Based Fees” shall mean all amounts paid, owed or payable by any customer of the Seller or either of the Seller Subsidiaries under any Transferred Contract (or by any customer of any assignee of the Seller or such Seller Subsidiary under such Transferred Contract) based on the transactions for the customer’s goods or services processed by the Seller or such Seller Subsidiary or assignee under such Transferred Contract or through the use of any services or technology of the Seller or such Seller Subsidiary or assignee pursuant to such Transferred Contract.
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Related to Based Fees

  • Compensation and Fees (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; and (iii) an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.