Advisors Asset Management, Inc.

Online User Agreement

The following terms and conditions apply to your access to and use of this website (the “Website”) and the use of other related online services (the “AAM Services”).  Your use of the Website and the AAM Services is subject in all respects to the terms and conditions contained in this Online User Agreement (this “Agreement”) and you are required to acknowledge that you have read and understand this Agreement and agree to be bound by all of its terms and conditions.  Therefore, please confirm that you have read and understand this Agreement by clicking “I agree” below after you have finished reading this Agreement.  As used herein, “I,” “me,” “you,” and “your” shall refer collectively to the individual who is to use or is using the Website and the AAM Services, each firm for which such individual is acting as an employee or agent, and each firm with which such individual is registered as a broker-dealer, investment adviser, or other representative.  As used herein, “we,” “our,” and “us” shall refer to Advisors Asset Management, Inc. and its affiliates (“AAM”).

Consent to Electronic Records and Signature

When you click “I agree” below, you will be (i) consenting to electronic delivery of this Agreement and (ii) providing your electronic signature to this Agreement, which includes, without limitation, the following acknowledgments and agreements:

• I understand all of the provisions of this Agreement and intend that this Agreement be a legally binding agreement against me with the express authority to so bind and is the equivalent of a signed, written contract between me and AAM.
• I will use the Website and the AAM Services in compliance with all applicable laws, rules, regulations, customs, and usages of all federal, state, and self-regulatory authorities, including, without limitation, the rules and regulations of the Securities and Exchange Commission, the Financial Industry Regulatory Authority, Inc. (“FINRA”), the Municipal Securities Rulemaking Board, the Commodity Futures Trading Commission, and the National Futures Association.  I shall be subject to the constitution, rules, regulations, customs, and usages of the exchange or market (and clearinghouse) where such transactions are executed.  Also, where applicable, all online transactions for users of the AAM Services shall be subject to the provisions of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, and the Commodity Exchange Act and in accordance with the terms and conditions of this Agreement and any other applicable rules, guidelines, or other conditions that govern the use of a particular AAM Service, as they may be established by AAM from time to time in its sole discretion.

You may also choose to click “I do not agree” below, in which event your Registration, as defined below, to access and use the Website and the AAM Services will not be processed or, if you are an existing registrant for the Website or the AAM Services, your Registration will be cancelled and you will no longer be authorized to access or use the Website.

Scope of This Agreement

AAMoperates the Website and the AAM Services, either alone or in conjunction with its agents or independent contractors (the “Third‑Party Service Providers”).  This Agreement applies to the Website and the AAM Services regardless of the means by which you access them. 

Disclaimer of Warranties

The information provided through the Website and the AAM Services is provided “as is” and “as available.”  Although AAM seeks to provide accurate and timely information through the Website and the AAM Services, the Website and the AAM Services may contain inaccurate information.  AAM reserves the right to make changes and corrections at any time, without notice, but shall have no obligation to do so.  AAM does not warrant the accuracy, completeness, or timeliness of the information, text, graphics, links, or other items contained in the Website and the AAM Services.  AAM provides no guarantee against the possibility of deletion, misdelivery, or failure to store communications, personalized settings, or other data.  AAM expressly disclaims all liability for errors or omissions in, or the misuse or misinterpretation of, any information contained in the Website and the AAM Services.  AAM shall have no responsibility to update the information contained in the AAM Services or the Website.  You agree to assume the entire risk as the user of the Website and the AAM Services .

AAM and its Third‑Party Service Providers disclaim, to the fullest extent permitted by applicable law, all warranties regarding the Website and the AAM Services, either express or implied, including, but not limited to, implied warranties of merchantability, accuracy, fitness for a particular purpose, and non-infringement.

Any material downloaded or otherwise obtained through the use of the Website and the AAM Services is done at your own discretion and risk and you are solely responsible for any damage to your computer or other electronic system or loss of data that results from any download or acquisition of any such material.  No advice or information, whether oral or written, obtained by you from the AAM Services will create any warranty or obligation of AAM not expressly stated in this Agreement.

Limitation of Liability and Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify and hold AAM and its agents, officers, directors, employees, attorneys, and licensors, including Third‑Party Service Providers (collectively, the “AAM Indemnitees”) harmless from any claim, demand, loss, liability, cost, or expense, including attorneys’ fees, arising out of or resulting from (i) your violation of any provision of this Agreement; (ii) your violation of any laws or regulations related to your use of the Website and AAM Services; (iii) your negligence or willful misconduct; or (iv) any error or omission in any order, and in any cancellation of the same, placed by you.

To the fullest extent permitted by applicable law, you agree that the AAM Indemnitees will not be liable to you or any third‑party for any liabilities, losses, damages, costs, or expenses arising out of or resulting from the use of, or the inability to use, the Website or the AAM Services, or your reliance on any information or services provided by AAM.  The AAM Indemnitees will under no circumstances be liable to you and/or any third‑party, regardless of the form of action, for any loss of profits or goodwill or direct, indirect, special, consequential, incidental, or punitive damages whatsoever, even if any of the AAM Indemnitees has been advised of the possibility of such damages, arising out of or resulting from: (i) the use of, or the inability to use, the Website and the AAM Services; (ii) the timeliness, deletion, misdelivery, or failure to store any user data, communications, or personalization settings; (iii) the cost of getting substitute services resulting from any products, data, information, or services purchased or obtained or messages received or transactions entered into using the Website and the AAM Services; (iv) unauthorized access to or alteration of your transmissions or data; or (v) any other matter of any nature whatsoever relating to the AAM Services or the Website.  You agree that you will not in any way hold any of the AAM Indemnitees responsible for any selection or retention of, or the acts or omissions of, Third‑Party Service Providers in connection with the Website and the AAM Services.

In the event that a court or an arbitrator, as the case may be, should hold that the limitations of liabilities or remedies available as set forth in this Agreement, or any portions thereof, are unenforceable for any reason, then you agree to the fullest extent permitted by applicable law that under no circumstances will the total, aggregate liability of the AAM Indemnitees to you or any third party claiming by or through you for any cause whatsoever exceed U.S. $500, regardless of the form of action and whether based on contract, statute, tort, or otherwise.

Your Responsibility for Trades

You acknowledge that all orders, and requests to cancel the same, placed through the Website are at your sole risk.  You are solely responsible and liable for: (i) all orders placed by you or your agent and otherwise through the use of your access codes, whether or not authorized; and (ii) reviewing all orders entered for accuracy and completeness.  We are not liable for trade errors entered by you.  Moreover, you are solely responsible for verifying that all trades placed by you or one of your agents have been executed and that all trades you or one of your agents have requested to cancel have in fact been cancelled.  You agree and acknowledge that we are entitled to rely upon any oral, written, or electronic communications received from you or your agents or otherwise through the use of your access codes.  Once an order is submitted electronically, you cannot cancel or modify it through this Website.  Your orders may be reviewed by us and may be denied at any time and for any reason.  You understand that technical problems or other conditions affecting the Website may delay or prevent you from entering an order through the Website or delay or prevent us from processing an order and you agree that AAM shall not be liable for any such delay or failure.  We reserve the right to terminate your access to the Website at any time and for any reason.

Registration Information, Privacy, and Personalization

When you register on-line for an AAM Service (“Registration”), we may ask you to give us certain identifying information.  You agree to provide true, accurate, current, and complete information about yourself.  You also agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity, or association, or provide any other false or misleading information.  You understand that the use of the internet has inherent privacy risks and you assume these risks in transmitting information to AAM. 

You will receive a password and account designation upon your completing the Registration process for a particular AAM Service.  You are entirely responsible for maintaining the confidentiality of the password and account and for all activities that occur under or in connection with your password or account.

You are strictly prohibited from sharing your Registration information (including passwords, user names, and screen names) (the “Registration Information”) with any other person or entity for the purpose of facilitating the unauthorized access or use of the Website and any AAM Service and you hereby agree not to share any such information.  You are responsible for all transactions initiated, messages posted, statements made, or acts or omissions that occur within any AAM Service through the use of your Registration Information.

AAM may offer you the opportunity to personalize an AAM Service.  While certain personalization features can provide a more convenient way to access the data and features most relevant to you, be aware that “cookies” and other similar identification methods are used to associate you with the computer or electronic device you are using and that by accessing or using the Website and the AAM Services you shall be deemed to have consented to the use of such methods.  If you access the Website from a public location or if you otherwise share a computer or electronic device, some personalization features could reveal non-public personal or confidential information about you to others.  You are responsible for deciding whether a particular personalization feature is appropriate for you and for any consequences that result from your decision.

Your License to AAM

Any communications or material of any kind that you e-mail, post, or otherwise transmit to or through the Website and the AAM Services, including, without limitation, data, questions, comments, or suggestions (“Communications”), will be treated as non-confidential and non-proprietary, subject to restrictions imposed by applicable federal and state laws, including, without limitation, Title 5 of the Gramm-Leach-Bliley Act (collectively, “Privacy Laws”).  Subject to applicable Privacy Laws, you hereby grant AAM an irrevocable license to reproduce, disclose, transmit, publish, broadcast, or post your Communications either on the Website or one of AAM’s other websites or elsewhere with no liability or obligation to you.  Subject to applicable Privacy Laws, AAM is free to use any information, ideas, concepts, know-how, or techniques contained in your Communications for any purpose, including, without limitation, developing and marketing products using such information.  You agree that AAM may use and disclose your Communications or your Registration Information if AAM determines that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Website and the AAM Services or to identify, contact, or bring legal action against someone who may be causing injury to or interference with AAM’s rights or property or the rights or property of other users of the Website and the AAM Services.  AAM reserves the right to disclose any Communications or Registration Information that AAM deems necessary to comply with any applicable law, regulation, legal process, or governmental request, or for fraud protection purposes.

You understand and acknowledge that you are responsible for any Communications you submit or contribute, and you, not AAM, have full responsibility for such Communications, including their legality, reliability, accuracy, and appropriateness.  AAM is not responsible, or liable to any third party, for the content or accuracy of any Communications posted by you or any other user of the Website.

AAM has the right to remove or refuse to post any Communications for any or no reason in our sole discretion.  AAM also has the right to take any action with respect to any Communications that we deem necessary or appropriate in our sole discretion, including if we believe that such Communications violate this Agreement, infringe any intellectual property right or other right of any person or entity, threaten the personal safety of users of the Website or the public, or could create liability for AAM.

Use of Website and the AAM Services

The following requirements apply to your use of all AAM Services:

• You will not contribute to or in any way facilitate unauthorized use of or access to the Website and the AAM Services.
• You will not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit or make the Website and the AAM Services available to any third party.
• You will not use any electronic communication feature of the Website or an AAM Service for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, obscene, threatening, or hateful.
• You will not collect or store personal data about other users of the Website and the AAM Services.
• You will not upload, post, e-mail, or otherwise transmit any advertising or promotional materials, including, without limitation, “junk mail,” “surveys,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or unauthorized communication.
• You will not upload, post, e-mail, or otherwise transmit any material that contains viruses or any other computer code, files, or programs that might interrupt, limit, or interfere with the functionality of the AAM Services, the Website, any computer software or hardware, or telecommunications equipment.
• You will not decompile or disassemble any software or other component of the AAM Services or any report or document generated therefrom; engage in any reverse engineering of the Website and the AAM Services; or modify, alter, or delete any of the copyright or trademark notices embedded in or affixed to the copies of any components of the Website and the AAM Services.
• You will not take any action that imposes an unreasonably large load on the AAM Services or the Website.  You will not use any automatic device, program, malicious code, algorithm, or methodology to access, copy, monitor, or interfere with any portion of the Website and the AAM Services.

Market Information

We may make available to you through the Website or the AAM Services certain financial information that we originate or have obtained from Third‑Party Service Providers.  This includes securities and financial market data, security prices, quotes, ratings, news, analyst opinions, and research reports (collectively, “Market Information”).  AAM does not endorse, vouch for the accuracy of, or approve Market Information, and we make it available to you only as a service and convenience.  AAM and such Third‑Party Service Providers do not (i) guarantee the accuracy, timeliness, completeness, or correct sequencing of any Market Information, or (ii) warrant any beneficial results from your use or reliance on any Market Information.  Market Information may be or quickly become unreliable for various reasons, including, for example, changes in market conditions or economic circumstances.  Neither AAM nor such Third‑Party Service Providers are obligated to update or correct any information, analyses, or opinions contained in any Market Information, and we may discontinue offering Market Information at any time and for any reason without notice.  You agree that neither AAM nor any such Third‑Party Service Providers will be liable to you or any third party in any way for the termination, interruption, delay, or inaccuracy of any Market Information.  You will not redistribute or facilitate the redistribution of any Market Information, nor will you provide access to any Market Information to anyone who is not authorized by AAM to receive Market Information.

No Investment Advice or Recommendations

The Website content (including Market Information) is provided for informational purposes only.  Although the Website may provide information relating to investment approaches and opportunities to buy or sell securities, you should not construe any Market Information, features, tools, or other content available through any AAM Service as legal, tax, investment, financial, or other advice.

You alone assume the sole responsibility of evaluating the merits and risks associated with the use of any AAM Service before making any decisions based on Market Information or content contained on the Website or in an AAM Service.  You acknowledge and agree that you are solely responsible for all know-your-customer, suitability, and best execution determinations with respect to all transactions executed by or for the accounts of your customers that AAM owes no fiduciary or other duty to you or your customers; and that AAM has no responsibility for the manner of performance by you or your representatives of, or for the acts or omissions of you or your representatives in connection with, the duties and activities you or your representatives perform under this Agreement or with respect to your customers.  You agree that the provision of the AAM Services by AAM is not intended to create, and will not be deemed to create, an investment adviser or broker-dealer relationship between AAM and you or any of your customers and you represent, warrant, and agree that neither you nor any of your representatives will make any representation to the contrary to any person or entity.  You represent, warrant and agree that you are authorized to conduct transactions directly with AAM and AAM shall be entitled to rely upon instructions received from you.  In exchange for using the Website and the AAM Services, you agree not to hold the AAM Indemnitees liable for any damages, losses, liabilities, costs, or expenses which you may incur arising out of or resulting from any decision you make based on information made available to you through the Website or any AAM Service.

Use of Third‑Party Service Providers

You acknowledge and agree that you shall comply with all laws, rules and regulations applicable to accessing and using data on the aamlive.com website or in any electronic or hard-copy reports created by Advisors Asset Management, Inc. (“AAM”) that has been licensed for use from Bloomberg Finance L.P. (“Licensor”) or its affiliates by AAM (“Permitted Data”), (ii) cease all use of and delete and purge all Permitted Data upon the termination of your relationship with AAM to receive services that include record-keeping and registration; transaction processing and settlement; position reporting; net asset value calculations and net asset value reporting; and/or correspondent banking (“Licensee Services”), (iii) not use the Permitted Data for any purpose independent of the Licensee Services (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g. systems or processes made available enterprise-wide for your internal use)), (iv) use the Permitted Data only internally, (v) permit audits of your use of the Permitted Data by Licensor, its affiliates or, at your request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by you), (vi) exculpate Licensor, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to your receipt or use of the Permitted Data and data displayed by AAM that uses the Permitted Data (including expressly disclaiming all warranties).

AAM may use third‑party service providers to assist in providing the Website and the AAM Services (each a “Third‑Party Service Provider”) without notice to you.  AAM may also change a Third‑Party Service Provider or may itself provide the Website and an AAM Service without the assistance of a Third‑Party Service Provider.  You authorize AAM to delegate the authorizations you provide to AAM to its Third‑Party Service Providers as AAM deems necessary or desirable in its sole discretion to provide the Website and the applicable AAM Service to you.  You agree that the terms and conditions of this Agreement, including any of the other terms, conditions, and disclaimers incorporated into this Agreement, inure to the benefit of such Third‑Party Service Provider and such Third‑Party Service Provider is deemed to be third‑party beneficiaries of this Agreement.  You also agree that all references to “AAM” within this Agreement and any incorporated terms are also deemed to include, where applicable to benefit AAM, AAM’s Third‑Party Service Providers.

Intellectual Property

The Website and the AAM Services are owned by AAM or its Third‑Party Service Providers and are protected, in whole or in part, by United States intellectual property laws and international treaty provisions, including copyright, trademark patent, and trade secret laws.  All rights not expressly granted to you with respect to the Website and the AAM Services are expressly reserved to AAM and its Third‑Party Service Providers.

All content, trademarks, services marks, trade names, logos, and icons displayed on the Website are proprietary to AAM or Third‑Party Service Providers.  Other third‑party products and brand names may bear or be trademarks or service marks of their respective owners.  Nothing contained in the AAM Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any service marks or trademarks displayed on the Website without the express prior written permission of AAM or such third party that may own the service marks or trademarks displayed on the Website.  Your use of the service marks or trademarks displayed on the AAM Services, or any other content in the AAM Services, except as provided herein, is strictly prohibited.

Images displayed through the Website are either the property of or used with permission by AAM.  You are prohibited from using or authorizing the use of these images unless specifically permitted in writing by AAM or the owners thereof in advance.  Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes. 

Unauthorized or Erroneous Use of Your Registration

You agree to contact us immediately if: (i) you determine that any order submitted was inaccurate or incomplete; (ii) you have not received a timely acknowledgment of any order placed through the Website; (iii) you have received an acknowledgment for an order you did not place; or (iv) you believe that someone has used your Registration Information to access or use the Website or any AAM Service without your authorization.  Even if you promptly notify us of any of the above matters, there is no guarantee that any orders placed can be cancelled or modified following their submission or that other remedial and timely action can or will be taken by AAM.  You agree that you may be held liable for losses incurred by AAM or any other user of the Website and the AAM Services due to someone else using your Registration Information.

Notices, Communications, and Electronic Signatures

You agree to accept all communications from us regarding use of the Website and the AAM Services at the address you provide during Registration.  Please promptly update any changes to your Registration Information by using the “update profile” link associated with each AAM Service.  AAM is entitled to rely on the e-mail address and U.S. mail address that you last provided to us.  You agree to waive all claims resulting from failure to receive communications because of changes in and failures of delivery to your e-mail address or U.S. mail address.  From time to time we would like to send you information about AAM products and services and if you register for an AAM Service, you are granting AAM permission to communicate this information to you by e‑mail and/or U.S. mail.

You agree to be bound by any affirmation, assent, or agreement you transmit through the Website and the AAM Services you access by computer or other electronic device, including, but not limited to, any consent you give to receive communications from us solely through electronic transmission.  You agree that when in the future you click on an “I agree,” “I consent,” or other similarly worded “button” or entry field with your mouse, keystroke, or other device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature on a written agreement with AAM.

Disclosure of Potential Relationships

AAM and/or its directors, officers, and employees, as well as its Third‑Party Service Providers, may maintain, or may have clients that maintain, positions in securities or companies referenced in Market Information and may, as principal or agent, buy from or sell to you or to such clients.  You acknowledge and agree that, in connection with your use of the AAM Services and the Website and in any transaction with AAM, AAM is not acting as an agent, broker’s broker, investment adviser, or fiduciary for or on behalf of you or your customers.  You acknowledge and understand that AAM maintains proprietary positions in securities in its principal accounts in the normal course of its business and may act as principal in transactions conducted with you.

Security of Data Transmissions and Storage

Electronic (including wired and wireless) communications through the Website and the AAM Services may not be encrypted.  You acknowledge that there is a risk that data, including e-mail, electronic and wireless communications, and personal data, may be accessed by unauthorized third parties when communicated between you and the Website or between you and other parties, and you agree that the AAM Indemnitees shall not be liable for any adverse consequences that might result from such unauthorized access.

Monitoring of Your Communications

AAM is entitled, but not obligated, to review or retain your Communications.  We may monitor your Communications to evaluate the quality of service you receive, your compliance with this Agreement, the security of the  Website and the AAM Services, or other reasons.  You consent to such monitoring activities and agree that these monitoring activities will not entitle you to assert any cause of action or claim against AAM with respect to the fact of or the manner in which AAM monitors your Communications.  In no event will any AAM Indemnitee be liable for any damages, losses, liabilities, costs, or expenses incurred by you as a result of any such monitoring activities.

Hyperlinks

AAM may make available links from the Website and an AAM Service to other third‑party websites or electronic services providers that are not affiliated with AAM.  AAM does not control those other websites or services, and AAM makes no representations or endorsements whatsoever concerning those websites or services.  The fact that AAM has provided a link to a website is not an endorsement, authorization, sponsorship, or affiliation with respect to such website, its owners, or its providers.  There are risks in using any information, software, service, or product found on the internet, and AAM cautions you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the internet.  You agree that under no circumstances will you hold any AAM Indemnitee liable for any damages, losses, liabilities, costs, or expenses caused by or resulting from your use of or reliance on any content, goods, or services available on other websites.

Revisions

AAM may amend this Agreement at any time without prior notice.  All amendments are effective immediately when we post them to the Website, and apply to all access to and use of the Website and the AAM Services thereafter.  Your use of the Website and the AAM Services after such amendment constitutes your consent to, and agreement with, any such amendment.  You agree to check this page each time you access this Website so you are aware of any changes, as they are binding on you.  You may cancel your Registration for the AAM Services at any time by clicking “I do not agree” at the end of this Agreement, at which time you will no longer be authorized to access or use the Website or AAM Services.  The AAM Services are also subject to any disclosures or disclaimers found within the Website.  AAM does not guarantee that it will update the AAM Services or the Website or that all the information relating to the AAM Services or the Website will be up to date at any particular time.

Limited Geography

If you choose to access the AAM Services from locations outside the U.S., you do so on your own initiative and are responsible for compliance with local laws.  No part of the Website and the AAM Services may be downloaded or otherwise exported or re-exported in violation of any U.S. export controls or other applicable laws.  By using the Website and the AAM Services, you represent and warrant that you are doing so in compliance with U.S. export controls and other applicable laws.

Modifications, Suspensions, and Terminations of AAM Services

AAM reserves the right to modify or discontinue temporarily or permanently the Website and the AAM Services (or any part thereof) with or without notice.  You agree that AAM will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website and an AAM Service.  Further, AAM will not be liable if for any reason all or any part of the Website and an AAM Service is unavailable at any time or for any period.  From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.  We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.  Please keep in mind that extended periods of your inactivity may also result in your Registration for an AAM Service being cancelled.

Retirement Plans and Accounts

The following is designed to assist in compliance with the Employee Retirement Income Security Act of 1974 (“ERISA”) and other applicable regulations. In connection with any investment product, service, transaction or advice provided by AAM or its personnel to or through your firm or its representatives with respect to any employee benefit plan described in ERISA section 3(3) and any plan described in section 4975(e)(1)(A) of the Internal Revenue Code (the “IRC”) or any account or annuity described in IRC section 4975(e)(1)(B) through (F) (including, for example, an individual retirement account described in IRC section 408(a) and a health savings account described in IRC section 223(d)) (collectively, “retirement accounts”), by clicking “I agree” below you confirm the following:

• Your firm is a broker-dealer registered under the Securities Exchange Act of 1934.
• To the extent that you, your firm or any of its representatives provides “investment advice” (within the meaning of 29 CFR 2510.3-21(a)) to retirement accounts, (1) you are a fiduciary under ERISA or the IRC, or both, with respect to any investments by a retirement account and are responsible for exercising independent judgment in evaluating such investments and (2) you are capable of evaluating investment risks independently, both in general and with regard to particular investments and investment strategies.
• You and your firm are independent of AAM within the meaning of 29 CFR 2510.3-21(c)(1) and have no financial interest, ownership interest, or other relationship, agreement or understanding that would limit your ability to carry out your fiduciary responsibility to any retirement account based on all relevant facts and circumstances.
• AAM is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with any investment product, service, transaction or advice with or related to any retirement account. AAM receives revenue in the form of sales charges, commissions, mark-ups/mark-downs, advisory fees, service fees, solicitor fees and other compensation in connection with our products, services and transactions. AAM is a sponsor, distributor and/or adviser for certain registered investment companies and reference should be made to each applicable prospectus for specific information on fees and expenses. AAM is also a registered investment adviser and information regarding fees and other charges is available in AAM’s Form ADV available at the Investment Adviser Public Disclosure website http://adviserinfo.sec.gov/.
• All communications between AAM and you/your firm are intended to comply with the “transactions with independent fiduciaries with financial expertise” exception as set forth in 29 CFR 2510.3-21(c)(1) and are not intended to be treated as “recommendations” within the meaning of 29 CFR 2510.3-21.
• AAM is not receiving a fee or other compensation directly from any retirement account to whom your firm serves as independent fiduciary, or from any such retirement account participant, beneficiary or fiduciary in connection with the provision of investment advice (as opposed to other services) in connection with any transaction with or through AAM.

Governing Law

This Agreement will be governed by and construed in accordance with the law of the State of New York, without regard to any choice or conflicts of law principles thereof.  This is the case regardless of whether you reside or transact business with AAM in New Yorkor elsewhere. 

Arbitration

In the event of any controversy, dispute, or claim arising out of or relating to this Agreement, or the breach thereof, the parties agree that, to the fullest extent permitted under applicable law, they shall first attempt in good faith to resolve the matter in dispute through good faith discussion and negotiation for a period of thirty (30) days after written notification of the controversy, dispute, or claim hereunder is provided to either party.  If no successful resolution of the controversy, dispute, or claim has been mutually agreed upon by the parties at the completion of this period, then the parties agree that, to the fullest extent permitted under applicable law, the controversy, dispute, or claim shall be settled by arbitration administered by FINRA under the Codes of Arbitration Procedure of FINRA related to either customer or industry disputes, as the case may be, unless said controversy, dispute, or claim is one that is subsequently determined by FINRA to be a matter that may not be arbitrated, in which case the parties agree that the controversy, dispute, or claim shall be settled by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.  In the case of either a FINRA or AAA arbitration, the hearing location for said arbitration shall be Chicago, Illinois.  Each party will bear its own costs, including attorneys’ fees, in the arbitration and will split equally the cost of the arbitrators.  The arbitration shall thereafter be conducted by arbitrator(s) chosen pursuant to the rules of FINRA or AAA.

Waiver and Severability

No waiver by AAM of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of AAM to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law.  If, however, any provision of this Agreement is held under applicable law to be invalid, illegal, or unenforceable in any respect, such provision shall be ineffective only to the extent of such invalidity, and the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way.

Entire Agreement

This Agreement constitutes the sole and entire agreement between you and AAM with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter hereof.  No amendment to this Agreement shall be binding on AAM unless such amendment expressly mentions this Agreement and is consented to in writing by AAM.

Click “I Agree” for Your Signature

As noted above in the “Consent to Electronic Records and Signature” section, by clicking “I agree” you will be signing this Agreement with a binding electronic signature and will be representing to AAM that you have read and understand the terms and conditions of this Agreement.

If you do not agree to be bound by the terms and conditions of this Agreement, please click “I do not agree” and your Registration will not be processed or, if you are an existing registrant, your Registration will be cancelled and you will no longer be authorized to access or use the Website and the AAM Services.