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.