Common use of Manner of Offering Clause in Contracts

Manner of Offering. The Distributor agrees to furnish to the Corporation, upon request, sufficient copies of any sales literature (advertisements, brochures and shareholder communications) it intends to use in connection with any sales of Shares. All sales literature shall be filed with the proper authorities, as required by applicable law, before they are put in use, and the Distributor agrees not to use such sales literature until so filed and cleared. The Distributor shall, directly or indirectly through the Funds’ transfer agent (“Transfer Agent”), receive and process orders for purchases and redemptions of Creation Units of a Fund from participants in the Depository Trust Corporation (“DTC” and such participants, “DTC Participants”) or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation that have executed an Authorized Participant Agreement with Authorized Participants and the Distributor and the Transfer Agent of the Fund (“Clearing Process”). The Distributor shall work with the Transfer Agent to review and accept or reject orders placed by Authorized Participants and transmitted to or by the Distributor by or to the Transfer Agent, in accordance with the Fund’s Prospectus. The Distributor shall provide to, or cause to be provided to, the listing exchanges of the Funds copies of Prospectuses and Statements of Additional Information to be provided to purchasers in the secondary market. The Distributor will generally make it known in the brokerage community that Prospectuses are available, including by (i) advising the listing exchanges on behalf of its member firms of the same, (ii) making such disclosure in all marketing and advertising materials prepared and/or filed by the Distributor with FINRA, and (iii) as may otherwise be required by the SEC. The Corporation agrees to issue Creation Units of each Fund identified in Schedule A hereto and Distributed Shares, as the case may be, and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus relating to the Fund in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Corporation of the requisite Deposit Securities and Cash Component (together with any fees) and acceptance of such order, upon the terms described in the Prospectus. The Corporation may reject any order for Creation Units or stop all receipts of such orders at any time upon reasonable notice to the Distributor, in accordance with the provisions of the Fund’s Prospectus and the ICA-40.

Manner of Offering. The Distributor will conform to the securities laws of any jurisdiction in which it sells, directly or indirectly, any shares of the Trust. The Distributor also agrees to furnish to the Corporation, upon request, Trust sufficient copies of any sales literature (advertisements, brochures and shareholder communications) it intends to use in connection with any sales of Sharesshares in adequate time for the Trust to review such sales literature. All The Distributor agrees that it will be responsible for filing and clearing all such sales literature shall be filed with the proper authorities, as authorities before the same is put in use to the extent required by applicable law, before they are put in use, and the Distributor agrees not to use such sales literature the same until so filed and cleared. The Distributor shall, directly or indirectly through the Funds’ transfer agent (“Transfer Agent”), receive and process orders for purchases and redemptions of Creation Units of a Fund from participants in the Depository Trust Corporation (“DTC” and such participants, “DTC Participants”) or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation that have executed an Authorized Participant Agreement with Authorized Participants and the Distributor and Trust each shall have the Transfer Agent of the Fund (“Clearing Process”). The Distributor shall work with the Transfer Agent right to review and accept or reject orders placed by Authorized Participants and transmitted to or by for the purchase of shares of the Trust. Any consideration which the Distributor by or may receive in connection with a rejected purchase order will be returned promptly to the Transfer Agentprospective purchaser. The Distributor agrees promptly to issue confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Trust, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Trust. If the originating dealer shall fail to make timely settlement of its purchase order in accordance with the Fund’s Prospectusrules of the National Association of Securities Dealers, Inc., the Distributor shall have the right to cancel such purchase order and to hold the originating dealer responsible. The Distributor agrees promptly to reimburse the Trust for any amount by which the Trust's losses attributable to any such cancellations or to accepted purchase orders exceed gains realized by the Trust for either of such reasons in respect of other purchase orders. The Trust shall provide to, register or cause to be provided to, registered all shares sold by the listing exchanges of Distributor pursuant to the Funds copies of Prospectuses provisions hereof in such name or names and Statements of Additional Information amounts as the Distributor may request from time to be provided to purchasers in the secondary markettime. The Distributor agrees that if any person tenders to the Trust for redemption any shares purchased from the Trust within seven days of the redemption request, the Distributor will generally make it known promptly pay to the Trust the full sales commission paid with respect to the shares so tendered for redemption (in the brokerage community that Prospectuses are availablecase of sales by selected dealers, including by (i) advising such payment shall be made promptly after the listing exchanges on behalf of its member firms Distributor's receipt of the samesame from the selected dealer responsible for the sale), (ii) making such disclosure and no 12b-1 or other payments shall be payable with respect thereto. The Distributor hereby agrees to act as agent for the Trust in all marketing and advertising materials prepared and/or filed connection with any share repurchase arrangements from time to time offered by the Distributor with FINRA, and (iii) as may otherwise be required by the SEC. The Corporation agrees to issue Creation Units of each Fund identified in Schedule A hereto and Distributed Shares, as the case may be, and to request DTC to record on its books the ownership of the Shares constituting such Creation Units Trust in accordance with the book-entry system procedures described in the Prospectus relating to the Fund in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Corporation terms of the requisite Deposit Securities and Cash Component (together with any fees) and acceptance of such order, upon the terms described in the Prospectus. The Corporation may reject any order for Creation Units or stop all receipts of such orders at any Trust's Prospectus as from time upon reasonable notice to the Distributor, in accordance with the provisions of the Fund’s Prospectus and the ICA-40time amended.

Manner of Offering. The Distributor will comply with the securities laws of any jurisdiction in which it sells, directly or indirectly, any shares of the Trust. The Distributor also agrees to furnish to the Corporation, upon request, Trust sufficient copies of any sales literature (advertisements, brochures and shareholder communications) it intends to use in connection with any sales of Sharesshares in adequate time for the Trust to review such sales literature. All The Distributor agrees that it will be responsible for filing and clearing all such sales literature shall be filed with the proper authorities, as authorities before the same is put in use to the extent required by applicable law, before they are put in use, and the Distributor agrees not to use such sales literature the same until so filed and cleared. The Distributor shall, directly and the Trust each shall have the right to accept or indirectly through the Funds’ transfer agent (“Transfer Agent”), receive and process reject orders for purchases the purchase of shares of the Trust. Any consideration which the Distributor may receive in connection with a rejected purchase order will be returned promptly to the prospective purchaser. The Distributor agrees promptly to issue confirmations of all accepted purchase orders and redemptions to transmit a copy of Creation Units such confirmations to the Trust, or, if so directed, to any duly appointed transfer or shareholder servicing agent of a Fund from participants the Trust. If the originating dealer, if any, shall fail to make timely settlement of its purchase order in accordance with the Depository Trust Corporation (“DTC” and such participants, “DTC Participants”) or participants in the Continuous Net Settlement System rules of the National Association of Securities Clearing Corporation that have executed an Authorized Participant Agreement with Authorized Participants and Dealers, Inc. or other applicable requirements, the Distributor shall have the right to cancel such purchase order and to hold the Transfer Agent originating dealer responsible. The Distributor agrees promptly to reimburse the Trust for any amount by which the Trust's losses attributable to any such cancellations or to accepted purchase orders exceed gains realized by the Trust for either of such reasons in respect of other purchase orders. The Trust shall register or cause to be registered all shares sold by the Distributor pursuant to the provisions hereof in such name or names and amounts as the Distributor may request from time to time. The Distributor agrees that if any person tenders to the Trust for redemption of any shares purchased from the Trust within seven days of the Fund redemption request, the Distributor will promptly pay to the Trust the full sales commission paid, if any, with respect to the shares so tendered for redemption (“Clearing Process”in the case of sales by selected dealers, if any, such payment shall be made promptly after the Distributor's receipt of the same from the selected dealer responsible for the sale). The Distributor shall work hereby agrees to act as agent for the Trust in connection with the Transfer Agent any share repurchase arrangements from time to review and accept or reject orders placed by Authorized Participants and transmitted to or time offered by the Distributor by or to the Transfer Agent, Trust in accordance with the Fund’s Prospectus. The Distributor shall provide to, or cause to be provided to, the listing exchanges terms of the Funds copies of Prospectuses and Statements of Additional Information Trust's Prospectus as from time to be provided to purchasers in the secondary market. The Distributor will generally make it known in the brokerage community that Prospectuses are available, including by (i) advising the listing exchanges on behalf of its member firms of the same, (ii) making such disclosure in all marketing and advertising materials prepared and/or filed by the Distributor with FINRA, and (iii) as may otherwise be required by the SEC. The Corporation agrees to issue Creation Units of each Fund identified in Schedule A hereto and Distributed Shares, as the case may be, and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus relating to the Fund in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Corporation of the requisite Deposit Securities and Cash Component (together with any fees) and acceptance of such order, upon the terms described in the Prospectus. The Corporation may reject any order for Creation Units or stop all receipts of such orders at any time upon reasonable notice to the Distributor, in accordance with the provisions of the Fund’s Prospectus and the ICA-40amended.