Common use of Outside the Clearing Process Clause in Contracts

Outside the Clearing Process. 1. The following transactions shall be handled Outside the Clearing Process: (a) any creation or redemption of Creation Units that the Trust, its Distributor or another authorized agent shall instruct ▇.▇. ▇▇▇▇▇▇ to settle Outside the Clearing Process; and (b) any security create that is part of a Creation Deposit or redemption of Creation Units and that according to NSCC rules is deemed to be ineligible for the Clearing Process, including securities that are not eligible to be settled through DTC. 2. All such transactions shall be effected by ▇.▇. ▇▇▇▇▇▇ on a delivery versus payment and receive versus payment basis through DTC and according to DTC’s rules, and the Trust or the ETF Series shall provide to ▇.▇. ▇▇▇▇▇▇ the information and terms that are necessary to settle each transaction, including the cash value of each security settlement, unless the Trust’s or the ETF Series Instruction is that delivery is to be made free of payment; provided, however, that any security that is not DTC eligible shall be settled as a window delivery pursuant to street practice. All such transactions shall be effected by ▇.▇. ▇▇▇▇▇▇ as Custodian and subject to the terms of the Custody Agreement. US fixed income securities that are not DTC eligible will be settled free of payment via the Fed or similar US clearing structure. Foreign equity and fixed income securities will be settled locally free of payment where permitted in such market. 3. The Trust recognizes that fails to receive may occur from time to time with respect to one or more of the security creates/redemptions among Deposit/Redemption Securities settled outside the Clearing Process. (a) In the event an Authorized Participant has submitted a Creation Order for an ETF Series outside the clearing process, but is unable to transfer all or part of the Deposit Securities to ▇.▇. ▇▇▇▇▇▇ at or prior to the required time, the Distributor or its agent will nonetheless accept the creation order if it is otherwise acceptable in form and substance, and rely on an undertaking by such Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by such Authorized Participant’s delivery and maintenance of collateral having a percentage value as specified by that Trust, provided that the Trust shall in no event specify a collateral value less than 105% of the value of the missing Deposit Securities. ▇.▇. ▇▇▇▇▇▇ will calculate the requisite collateral level on each business day, using (i) prices and foreign exchange rates as furnished to ▇.▇. ▇▇▇▇▇▇ by the Fund Administrator or its agent on behalf of the Trust and (ii) the collateral value specified by the Trust. The amount of required collateral may change from time to time and will be notified to the Authorized Participant by ▇.▇. ▇▇▇▇▇▇. Any collateral shall be in the form of US dollars and will be held by ▇.▇. ▇▇▇▇▇▇ subject to the terms of the Custody Agreement. (b) In the event an Authorized Participant has submitted a redemption request in proper form but is unable to transfer all or part of the Creation Unit to be redeemed to an ETF Series, the Distributor or its agent will nonetheless accept the redemption request in reliance on the undertaking by the Authorized Participant to deliver the missing shares as soon as possible, which such undertaking shall be secured by the Authorized Participant’s delivery and maintenance of collateral having a value at least equal to 105% of the value of the missing shares. ▇.▇. ▇▇▇▇▇▇ will calculate the requisite collateral level on each business day, using (i) prices and foreign exchange rates as furnished to ▇.▇. ▇▇▇▇▇▇ by the Fund Administrator or its agent on behalf of the Trust and (ii) the collateral value specified by the Trust. The amount of required collateral may change from time to time and will be notified to the Authorized Participant by ▇.▇. ▇▇▇▇▇▇. Any collateral shall be in the form of US dollars and will be held by ▇.▇. ▇▇▇▇▇▇ subject to the terms of the Custody Agreement. (c) The Trust acknowledges and agrees that ▇.▇. ▇▇▇▇▇▇’▇ calculation of the requisite collateral will be based solely on the information it receives pursuant to the preceding clauses B.3.(i)-(ii) and will not reflect any adjustment for purchase interest on debt securities or any other such adjustments. The Trust further agrees that it shall instruct the Fund Administrator to furnish prices and foreign exchange rates to ▇.▇. ▇▇▇▇▇▇, including in respect of unsettled positions in securities which are no longer Deposit Securities.

Outside the Clearing Process. 1. The following transactions shall be handled Outside the Clearing Process: (ai) any creation or redemption of Creation Units that the Trust, its Distributor Order Taker or another authorized agent shall instruct ▇.J.▇. ▇▇▇▇▇▇ to settle Outside the Clearing Process; and (bii) any security create that is part of a Creation Deposit or redemption of Creation Units and that according to NSCC rules is deemed to be ineligible for the Clearing Process, including securities that are not eligible to be settled through DTC. 2. All such transactions shall be effected by ▇.J.▇. ▇▇▇▇▇▇ on a delivery versus payment and receive versus payment basis through DTC and according to DTC’s rules, and the Trust or the ETF Series shall provide to ▇.J.▇. ▇▇▇▇▇▇ the information and terms that are necessary to settle each transaction, including the cash value of each security settlement, unless the Trust’s or the ETF Series Instruction is that delivery is to be made free of payment; provided, however, that any security that is not DTC eligible shall be settled as a window delivery pursuant to street practice. All such transactions shall be effected by ▇.J.▇. ▇▇▇▇▇▇ as Custodian and subject to the terms of the Custody Agreement. US fixed income securities that are not DTC eligible will be settled free of payment via the Fed or similar US clearing structure. Foreign equity and fixed income securities will be settled locally free of payment where permitted in such market. 3. The Trust recognizes that fails to receive may occur from time to time with respect to one or more of the security creates/redemptions among Deposit/Redemption Securities settled outside the Clearing Process. (ai) In the event an Authorized Participant has submitted a Creation Order for an ETF Series outside the clearing process, but is unable to transfer all or part of the Deposit Securities to ▇.J.▇. ▇▇▇▇▇▇ at or prior to the required time, the Distributor or its agent will nonetheless accept the creation order if it is otherwise acceptable in form and substance, and rely on an undertaking by such Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by such Authorized Participant’s delivery and maintenance of collateral having a percentage value as specified by that Trust, provided that the Trust shall in no event specify a collateral value less than 105% of the value of the missing Deposit Securities. ▇.J.▇. ▇▇▇▇▇▇ will calculate the requisite collateral level on each business day, using (i) prices and foreign exchange rates as furnished to ▇.J.▇. ▇▇▇▇▇▇ by the Fund Administrator or its agent on behalf of the Trust and (ii) the collateral value specified by the Trust. The amount of required collateral may change from time to time and will be notified to the Authorized Participant by ▇.J.▇. ▇▇▇▇▇▇. Any collateral shall be in the form of US dollars and will be held by ▇.J.▇. ▇▇▇▇▇▇ subject to the terms of the Custody Agreement. (bii) In the event an Authorized Participant has submitted a redemption request in proper form but is unable to transfer all or part of the Creation Unit to be redeemed to an ETF Series, the Distributor or its agent will nonetheless accept the redemption request in reliance on the undertaking by the Authorized Participant to deliver the missing shares as soon as possible, which such undertaking shall be secured by the Authorized Participant’s delivery and maintenance of collateral having a value at least equal to 105% of the value of the missing shares. ▇.J.▇. ▇▇▇▇▇▇ will calculate the requisite collateral level on each business day, using (i) prices and foreign exchange rates as furnished to ▇.J.▇. ▇▇▇▇▇▇ by the Fund Administrator or its agent on behalf of the Trust and (ii) the collateral value specified by the Trust. The amount of required collateral may change from time to time and will be notified to the Authorized Participant by ▇.J.▇. ▇▇▇▇▇▇. Any collateral shall be in the form of US dollars and will be held by ▇.J.▇. ▇▇▇▇▇▇ subject to the terms of the Custody Agreement. (ciii) The Trust acknowledges and agrees that ▇.J.▇. ▇▇▇▇▇▇’▇ calculation of the requisite collateral will be based solely on the information it receives pursuant to the preceding clauses B.3.(i)-(ii) and will not reflect any adjustment for purchase interest on debt securities or any other such adjustments. The Trust further agrees that it shall instruct the Fund Administrator to furnish prices and foreign exchange rates to ▇.J.▇. ▇▇▇▇▇▇, including in respect of unsettled positions in securities which are no longer Deposit Securities.

Outside the Clearing Process. 1. The following transactions shall be handled Outside the Clearing Process: (ai) any creation or redemption of Creation Units that the Trust, its Distributor Order Taker or another authorized agent shall instruct ▇.▇. ▇▇▇▇▇▇ to settle Outside the Clearing Process; and (bii) any security create that is part of a Creation Deposit or redemption of Creation Units and that according to NSCC rules is deemed to be ineligible for the Clearing Process, including securities that are not eligible to be settled through DTC. 2. All such transactions shall be effected by ▇.▇. ▇▇▇▇▇▇ on a delivery versus payment and receive versus payment basis through DTC and according to DTC’s 's rules, and the Trust or the ETF Series shall provide to ▇.▇. ▇▇▇▇▇▇ the information and terms that are necessary to settle each transaction, including the cash value of each security settlement, unless the Trust’s 's or the ETF Series Instruction is that delivery is to be made free of payment; provided, however, that any security that is not DTC eligible shall be settled as a window delivery pursuant to street practice. All such transactions shall be effected by ▇.▇. ▇▇▇▇▇▇ as Custodian and subject to the terms of the Custody Agreement. US fixed income securities that are not DTC eligible will be settled free of payment via the Fed or similar US clearing structure. Foreign equity and fixed income securities will be settled locally free of payment where permitted in such market. 3. The Trust recognizes that fails to receive may occur from time to time with respect to one or more of the security creates/redemptions among Deposit/Redemption Securities settled outside the Clearing Process. (ai) In the event an Authorized Participant has submitted a Creation Order for an ETF Series outside the clearing process, but is unable to transfer all or part of the Deposit Securities to ▇.▇. ▇▇▇▇▇▇ at or prior to the required time, the Distributor or its agent will nonetheless accept the creation order if it is otherwise acceptable in form and substance, and rely on an undertaking by such Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by such Authorized Participant’s 's delivery and maintenance of collateral having a percentage value as specified by that Trust, provided that the Trust shall in no event specify a collateral value less than 105% of the value of the missing Deposit Securities. ▇.▇. ▇▇▇▇▇▇ will calculate the requisite collateral level on each business day, using (i) prices and foreign exchange rates as furnished to ▇.▇. ▇▇▇▇▇▇ by the Fund Administrator or its agent on behalf of the Trust and (ii) the collateral value specified by the Trust. The amount of required collateral may change from time to time and will be notified to the Authorized Participant by ▇.▇. ▇▇▇▇▇▇. Any collateral shall be in the form of US dollars and will be held by ▇.▇. ▇▇▇▇▇▇ subject to the terms of the Custody Agreement. (bii) In the event an Authorized Participant has submitted a redemption request in proper form but is unable to transfer all or part of the Creation Unit to be redeemed to an ETF Series, the Distributor or its agent will nonetheless accept the redemption request in reliance on the undertaking by the Authorized Participant to deliver the missing shares as soon as possible, which such undertaking shall be secured by the Authorized Participant’s 's delivery and maintenance of collateral having a value at least equal to 105% of the value of the missing shares. ▇.▇. ▇▇▇▇▇▇ will calculate the requisite collateral level on each business day, using (i) prices and foreign exchange rates as furnished to ▇.▇. ▇▇▇▇▇▇ by the Fund Administrator or its agent on behalf of the Trust and (ii) the collateral value specified by the Trust. The amount of required collateral may change from time to time and will be notified to the Authorized Participant by ▇.▇. ▇▇▇▇▇▇. Any collateral shall be in the form of US dollars and will be held by ▇.▇. ▇▇▇▇▇▇ subject to the terms of the Custody Agreement. (ciii) The Trust acknowledges and agrees that ▇.▇. ▇▇▇▇▇▇’'▇ calculation of the requisite collateral will be based solely on the information it receives pursuant to the preceding clauses B.3.(i)-(ii) and will not reflect any adjustment for purchase interest on debt securities or any other such adjustments. The Trust further agrees that it shall instruct the Fund Administrator to furnish prices and foreign exchange rates to ▇.▇. ▇▇▇▇▇▇, including in respect of unsettled positions in securities which are no longer Deposit Securities.