Common use of TERMINATION AND CONVERSION Clause in Contracts

TERMINATION AND CONVERSION. Adviser may terminate this MAA and/or any Advisory Accounts governed by it at any time by providing written notice of such election to you. You may terminate this MAA and/or any Advisory Accounts governed by it by providing Adviser verbal or written notice, subject to verification. Adviser will provide you written confirmation of termination when initiated by you via verbal request. AMS, as Subadviser to AMS Managed Accounts, may terminate an AMS Managed Account, at AMS’s discretion, by providing written notice of such election to you. In limited circumstances, at the discretion of AMS, a terminated Advisory Account can be re- incepted, in which case, any prior governing account documentation, including this MAA, will have full force and effect over such an account. In certain circumstances, including changes to your Advisory Account resulting from a change in your IAR’s circumstances or association with Xxxxxxx Xxxxx, your AMS Managed Account may continue to be governed under this MAA, and the applicable Program Supplement, and not terminated until terminated by you; you will receive notice from us in any such circumstance. For all notices under this section, see also the “Joint Accounts” section of this MAA for additional information regarding communications in joint accounts. For the avoidance of doubt, termination of this MAA will terminate all Advisory Accounts governed by it, and, if you have only one Advisory Account, termination of such Account will result in automatic termination of all investment advisory services provided pursuant to this MAA; however, you understand that if you have multiple Advisory Accounts, termination of a selected Advisory Account does not terminate this MAA, which will remain in full force and effect for all remaining and future Advisory Accounts governed by it until the MAA is terminated. Once terminated, your MAA no longer governs any of your accounts, which may continue under account opening documentation and/or Additional Agreements. Generally, you will be required to sign a new MAA or other advisory program agreement to open a new Advisory Account; however, in some circumstances, your eligibility to open Advisory Accounts under this MAA will continue even once the MAA has been effectively terminated for any then-current account. Adviser will forward your Advisory Account termination instructions to AMS and to any Manager or OSM Manager associated with the Account. You understand that termination of your OSM Platform Account, will not necessarily result in the termination of your investment management agreement with the OSM Manager. Please consult your Program Supplement and OSM Manager investment management agreement for further information on termination of an OSM Manager. All efforts will be made by AMS to process your termination request in an efficient and timely manner. Please see the section titled “Workflow Processes” for additional information. Upon termination of the Account, you acknowledge that Adviser has no further obligation to recommend or take any action with respect to the Securities or other Property in the Account. If you do not have a legally appointed guardian, person holding durable power of attorney, or other representative, authorized to act on your behalf with respect to your Account, upon notice of your mental incapacitation, or if on reasonable belief based on the facts and circumstances observed in the Adviser’s relationship with you it is believed that your mental capacity has declined to the extent that you can no longer make financial decisions, Adviser may restrict your Advisory Account or terminate this MAA and cease all investment advisory services provided in Advisory Accounts governed by this MAA. In such case, your Account will be held as a custodial brokerage account and will no longer be assessed the Fee. For individually held Accounts, each of your Advisory Accounts will terminate automatically upon receipt of notice of your death and all investment advisory services provided in Advisory Accounts governed by this MAA and/or other advisory agreements, as applicable, will immediately cease. For Accounts held by an entity (e.g., a corporation, partnership or trust), which are governed by this MAA, under certain circumstances, termination of this MAA may result upon receipt of notice of the death of the individual executing on behalf of the entity (e.g., the authorized person) if necessary documentation (e.g., Corporate Resolution; Trustee Certification) is not provided in order to properly update the Account information to reflect the successor authorized person. For joint Accounts with Rights of Survivorship and Joint Tenants by Entirety Accounts governed by this MAA, upon receipt of notice of the death of one Account Owner, the Advisory Account will continue in full force and effect on behalf of the surviving Account Owner. Within 120 days, we require that such Advisory Account is re- papered as an individual Account in the name of the surviving Account Owner (or otherwise as instructed by such Account Owner) to avoid any suspension in Advisory Account services. Termination of the Account and/or this MAA may result, at the discretion of Adviser, if necessary, account documentation is not provided. For all other joint Accounts governed by this MAA, investment advisory services with regard to such joint Accounts will immediately cease upon receipt of notice of the death of one Account Owner pursuant to applicable law; other individual Advisory Accounts of a surviving joint Account Owner that are governed by this MAA shall continue in full force and effect. In the event of termination of an Advisory Account and/or this MAA, Adviser will refund to you the prorated portion of the unearned Fee for the terminated Account(s), for the remainder of the quarter of termination; however, all fees and charges, including the Fee, that have accrued, but not yet been deducted from the Account(s) prior to termination will be deducted from the Account(s) prior to assets being delivered from the Account(s). In addition, any fees and charges, including the Fee, if applicable, billed in arrears will be due and payable upon termination of this MAA and deducted from the Account(s) prior to assets being delivered from the Account(s). If your Account(s) convert to a commission-based brokerage or custodial brokerage account held with Xxxxxxx Xxxxx, the brokerage account will no longer be assessed the Fee and any transactions requested subsequent to such termination will be assessed a customary brokerage commission based on Xxxxxxx Xxxxx’ standard commission schedule. Termination shall not affect your responsibility for transactions initiated prior to AMS’s receipt of the termination notice or notice of your death, as applicable. Unless specific written instruction is received from you, or communicated by Adviser to AMS on your behalf, upon termination of this MAA, or an Advisory Account governed by it, AMS may liquidate any Securities in the Account and the Account will be converted to a brokerage custodial account. For Accounts managed by an SMA Manager prior to termination, you understand and agree that in the event of liquidation of any Securities in the Account following termination of the SMA Manager, that such liquidation will be affected by RJA and not the terminated SMA Manager. Because the SMA Manager may have invested the Account in certain Securities for which there is a limited or specialized market, you may not receive pricing as favorable upon termination as you would have received if the sales were directed by the SMA Manager prior to termination. You should refer to your account opening documentation for additional information regarding brokerage custodial accounts, and to the Disclosure Documents for additional information regarding liquidation following termination. Any proceeds from liquidation, along with any cash balance in the Account, may be sent via check to your address of record.

TERMINATION AND CONVERSION. Adviser may terminate this MAA and/or any Advisory Accounts governed by it at any time by providing written notice of such election to you. You may terminate this MAA and/or any Advisory Accounts governed by it by providing Adviser verbal or written notice, subject to verification. Adviser will provide you written confirmation of termination when initiated by you via verbal request. AMS, as Subadviser to AMS Managed Accounts, may terminate an AMS Managed Account, at AMS’s discretion, by providing written notice of such election to you. In limited circumstances, at the discretion of AMS, a terminated Advisory Account can be re- incepted, in which case, any prior governing account documentation, including this MAA, will have full force and effect over such an account. In certain circumstances, including changes to your Advisory Account resulting from a change in your IAR’s circumstances or association with Xxxxxxx Xxxxx, your AMS Managed Account may continue to be governed under this MAA, and the applicable Program Supplement, and not terminated until terminated by you; you will receive notice from us in any such circumstance. For all notices under this section, see also the “Joint Accounts” section of this MAA for additional information regarding communications in joint accounts. For the avoidance of doubt, termination of this MAA will terminate all Advisory Accounts governed by it, and, if you have only one Advisory Account, termination of such Account will result in automatic termination of all investment advisory services provided pursuant to this MAA; however, you understand that if you have multiple Advisory Accounts, termination of a selected Advisory Account does not terminate this MAA, which which, will remain in full force and effect for all remaining and future Advisory Accounts governed by it until the MAA is terminated. Once terminated, your MAA no longer governs any of your accounts, which may continue under account opening documentation and/or Additional Agreements. Generally, you will be required to sign a new MAA or other advisory program agreement to open a new Advisory Account; however, in some circumstances, your eligibility to open Advisory Accounts under this MAA will continue even once the MAA has been effectively terminated for any then-current account. Adviser will forward your Advisory Account termination instructions to AMS and to any Manager or OSM Manager associated with the Account. You understand that termination of your OSM Platform Account, will not necessarily result in the termination of your investment management agreement with the OSM Manager. Please consult your Program Supplement and OSM Manager investment management agreement for further information on termination of an OSM Manager. All efforts will be made by AMS to process your termination request in an efficient and timely manner. Please see the section titled “Workflow Processes” for additional information. Upon termination of the Account, you acknowledge that Adviser has no further obligation to recommend or take any action with respect to the Securities or other Property in the Account. If you do not have a legally appointed guardian, person holding durable power of attorney, or other representative, authorized to act on your behalf with respect to your Account, upon notice of your mental incapacitation, or if on reasonable belief based on the facts and circumstances observed in the Adviser’s relationship with you it is believed that your mental capacity has declined to the extent that you can no longer make financial decisions, Adviser may restrict your Advisory Account or terminate this MAA and cease all investment advisory services provided in Advisory Accounts governed by this MAA. In such case, your Account will be held as a custodial brokerage account and will no longer be assessed the Fee. For individually held Accounts, each of your Advisory Accounts will terminate automatically upon receipt of notice of your death and all investment advisory services provided in Advisory Accounts governed by this MAA and/or other advisory agreements, as applicable, will immediately cease. For Accounts held by an entity (e.g., a corporation, partnership or trust), which are governed by this MAA, under certain circumstances, termination of this MAA may result upon receipt of notice of the death of the individual executing on behalf of the entity (e.g., the authorized person) if necessary documentation (e.g., Corporate Resolution; Trustee Certification) is not provided in order to properly update the Account information to reflect the successor authorized person. For joint Accounts with Rights of Survivorship and Joint Tenants by Entirety Accounts governed by this MAA, upon receipt of notice of the death of one Account Owner, the Advisory Account will continue in full force and effect on behalf of the surviving Account Owner. Within 120 days, we require that such Advisory Account is re- papered as an individual Account in the name of the surviving Account Owner (or otherwise as instructed by such Account Owner) to avoid any suspension in Advisory Account services. Termination of the Account and/or this MAA may result, at the discretion of Adviser, if necessary, necessary account documentation is not provided. For all other joint Accounts governed by this MAA, investment advisory services with regard to such joint Accounts will immediately cease upon receipt of notice of the death of one Account Owner pursuant to applicable law; other individual Advisory Accounts of a surviving joint Account Owner that are governed by this MAA shall continue in full force and effect. In the event of termination of an Advisory Account and/or this MAA, Adviser will refund to you the prorated portion of the unearned Fee for the terminated Account(s), for the remainder of the quarter of termination; however, all fees and charges, including the Fee, that have accrued, but not yet been deducted from the Account(s) prior to termination will be deducted from the Account(s) prior to assets being delivered from the Account(s). In addition, any fees and charges, including the Fee, if applicable, billed in arrears will be due and payable upon termination of this MAA and deducted from the Account(s) prior to assets being delivered from the Account(s). If your Account(s) convert to a commission-based brokerage or custodial brokerage account held with Xxxxxxx Xxxxx, the brokerage account will no longer be assessed the Fee and any transactions requested subsequent to such termination will be assessed a customary brokerage commission based on Xxxxxxx Xxxxx’ standard commission schedule. Termination shall not affect your responsibility for transactions initiated prior to AMS’s receipt of the termination notice or notice of your death, as applicable. Unless specific written instruction is received from you, or communicated by Adviser to AMS on your behalf, upon termination of this MAA, or an Advisory Account governed by it, AMS may liquidate any Securities in the Account and the Account will be converted to a brokerage custodial account. For Accounts managed by an SMA Manager prior to termination, you understand and agree that in the event of liquidation of any Securities in the Account following termination of the SMA Manager, that such liquidation will be affected by RJA and not the terminated SMA Manager. Because the SMA Manager may have invested the Account in certain Securities for which there is a limited or specialized market, you may not receive pricing as favorable upon termination as you would have received if the sales were directed by the SMA Manager prior to termination. You should refer to your account opening documentation for additional information regarding brokerage custodial accounts, and to the Disclosure Documents for additional information regarding liquidation following termination. Any proceeds from liquidation, along with any cash balance in the Account, may be sent via check to your address of record.

TERMINATION AND CONVERSION. Adviser may terminate this MAA and/or any Advisory Accounts governed by it at any time by providing written notice of such election to you. You may terminate this MAA and/or any Advisory Accounts governed by it by providing Adviser verbal or written notice, subject to verification. Adviser will provide you written confirmation of termination when initiated by you via verbal request. AMS, as Subadviser to AMS Managed Accounts, may terminate an AMS Managed Account, at AMS’s discretion, by providing written notice of such election to you. In limited circumstances, at the discretion of AMS, a terminated Advisory Account can be re- incepted, in which case, any prior governing account documentation, including this MAA, will have full force and effect over such an account. In certain circumstances, including changes to your Advisory Account resulting from a change in your IAR’s circumstances or association with Xxxxxxx Xxxxx, your AMS Managed Account may continue to be governed under this MAA, and the applicable Program Supplement, and not terminated until terminated by you; you will receive notice from us in any such circumstance. For all notices under this section, see also the “Joint Accounts” section of this MAA for additional information regarding communications in joint accounts. For the avoidance of doubt, termination of this MAA will terminate all Advisory Accounts governed by it, and, if you have only one Advisory Account, termination of such Account will result in automatic termination of all investment advisory services provided pursuant to this MAA; however, you understand that if you have multiple Advisory Accounts, termination of a selected Advisory Account does not terminate this MAA, which will remain in full force and effect for all remaining and future Advisory Accounts governed by it until the MAA is terminated. Once terminated, your MAA no longer governs any of your accounts, which may continue under account opening documentation and/or Additional Agreements. Generally, you will be required to sign a new MAA or other advisory program agreement to open a new Advisory Account; however, in some circumstances, your eligibility to open Advisory Accounts under this MAA will continue even once the MAA has been effectively terminated for any then-current account. Adviser will forward your Advisory Account termination instructions to AMS and to any Manager or OSM Manager associated with the Account. You understand that termination of your OSM Platform Account, will not necessarily result in the termination of your investment management agreement with the OSM Manager. Please consult your Program Supplement and OSM Manager investment management agreement for further information on termination of an OSM Manager. All efforts will be made by AMS to process your termination request in an efficient and timely manner. Please see the section titled “Workflow Processes” for additional information. Upon termination of the Account, you acknowledge that Adviser has no further obligation to recommend or take any action with respect to the Securities or other Property in the Account. If you do not have a legally appointed guardian, person holding durable power of attorney, or other representative, authorized to act on your behalf with respect to your Account, upon notice of your mental incapacitation, or if on reasonable belief based on the facts and circumstances observed in the Adviser’s relationship with you it is believed that your mental capacity has declined to the extent that you can no longer make financial decisions, Adviser may restrict your Advisory Account or terminate this MAA and cease all investment advisory services provided in Advisory Accounts governed by this MAA. In such case, your Account will be held as a custodial brokerage account and will no longer be assessed the Fee. For individually held Accounts, each of your Advisory Accounts will terminate automatically upon receipt of notice of your death and all investment advisory services provided in Advisory Accounts governed by this MAA and/or other advisory agreements, as applicable, will immediately cease. For Accounts held by an entity (e.g., a corporation, partnership or trust), which are governed by this MAA, under certain circumstances, termination of this MAA may result upon receipt of notice of the death of the individual executing on behalf of the entity (e.g., the authorized person) if necessary documentation (e.g., Corporate Resolution; Trustee Certification) is not provided in order to properly update the Account information to reflect the successor authorized person. For joint Accounts with Rights of Survivorship and Joint Tenants by Entirety Accounts governed by this MAA, upon receipt of notice of the death of one Account Owner, the Advisory Account will continue in full force and effect on behalf of the surviving Account Owner. Within 120 days, we require that such Advisory Account is re- papered as an individual Account in the name of the surviving Account Owner (or otherwise as instructed by such Account Owner) to avoid any suspension in Advisory Account services. Termination of the Account and/or this MAA may result, at the discretion of Adviser, if necessary, necessary account documentation is not provided. For all other joint Accounts governed by this MAA, investment advisory services with regard to such joint Accounts will immediately cease upon receipt of notice of the death of one Account Owner pursuant to applicable law; other individual Advisory Accounts of a surviving joint Account Owner that are governed by this MAA shall continue in full force and effect. In the event of termination of an Advisory Account account and/or this MAA, Adviser will refund to you the prorated portion of the unearned Fee for the terminated Account(s), for the remainder of the quarter of termination; however, all fees and charges, including the Fee, that have accrued, but not yet been deducted from the Account(s) prior to termination will be deducted from the Account(s) prior to assets being delivered from the Account(s). In addition, any fees and charges, including the Fee, if applicable, billed in arrears will be due and payable upon termination of this MAA and deducted from the Account(s) prior to assets being delivered from the Account(s). If your Account(s) Accounts convert to a commission-based brokerage or custodial brokerage account held with Xxxxxxx Xxxxx, the brokerage account will no longer be assessed the Fee and any transactions requested subsequent to such termination will be assessed a customary brokerage commission based on Xxxxxxx Xxxxx’ standard commission schedule. Termination shall not affect your responsibility for transactions initiated prior to AMS’s receipt of the termination notice or notice of your death, as applicable. Unless specific written instruction is received from you, or communicated by Adviser to AMS on your behalf, upon termination of this MAA, or an Advisory Account governed by it, AMS may liquidate any Securities in the Account and the Account will be converted to a brokerage custodial account. For Accounts managed by an SMA Manager prior to termination, you understand and agree that in the event of liquidation of any Securities in the Account following termination of the SMA Manager, that such liquidation will be affected by RJA and not the terminated SMA Manager. Because the SMA Manager may have invested the Account in certain Securities for which there is a limited or specialized market, you may not receive pricing as favorable upon termination as you would have received if the sales were directed by the SMA Manager prior to termination. You should refer to your account opening documentation for additional information regarding brokerage custodial accounts, and to the Disclosure Documents for additional information regarding liquidation following termination. Any proceeds from liquidation, along with any cash balance in the Account, may be sent via check to your address of record. CERTAIN OPEN-END MUTUAL FUNDS EXPENSES AND FEES Certain open-end mutual funds, which may be acquired in your Account, may, in addition to assessing management fees as discussed above under the “Fees” section and in the applicable Program Supplements, assess other internal expenses such as distribution, shareholder service and/or 12(b)-1 fees; administrative fees; and other expenses. To the extent Adviser receives shareholder services and/or 12(b)-1 fees from Securities held in your account, you will receive a credit to the Account in an amount equal to such fees. The foregoing fees are generally included in the calculation of annual operating expenses of an open-end mutual fund and are disclosed in the fund prospectus. In addition, Adviser and its affiliates may enter into arrangements with mutual fund companies and their affiliates in connection with the sale and maintenance of certain mutual funds that may result in additional compensation paid to Adviser or its affiliates from the mutual fund companies or their affiliates. These additional arrangements may create a financial incentive for Adviser and its affiliates to recommend and offer certain mutual funds over other mutual funds (which may include mutual funds affiliated with Adviser), may not necessarily be reflected in a mutual fund’s expenses, and may be paid solely out of the assets of an affiliate of the mutual fund company. Please refer to the Disclosure Document for additional information. You should understand that the annual Fee charged in the Account is in addition to the management fees and operating expenses charged by mutual funds, discussed in more detail in the applicable Program Supplements. To the extent that you intend to hold mutual fund shares for an extended period of time, you should review these mutual fund expenses in addition to the Fee charged to your Account when evaluating the costs of an Advisory Account Program. In addition, certain mutual fund families impose short-term trading charges (typically 1% to 2% of the original amount invested) which may not be waived for Advisory Accounts. AFFILIATE RELATIONSHIPS You should refer to your account opening documentation, applicable Program Supplements, and the Disclosure Documents for further information regarding RJA’s business relationships with affiliated entities. Cash Sweep Program You may be offered one or more options for earning income on cash balances held in your Account, depending on your Account type. These cash sweep program options are described in your account opening documentation, Important Client Information Disclosures, and the Disclosure Documents. If the Account assets are held by a custodian other than RJA, such custodian will determine its cash balance program options.