Common use of Terms of Investment Clause in Contracts

Terms of Investment. (a) Dimensional Fund Advisors LP (“Dimensional”), the Acquired Funds’ investment adviser, has determined that the risk of undue influence on an Acquired ETF by an Acquiring Fund investing in reliance on the Rule is sufficiently limited because each Acquired ETF operates as an exchange-traded fund, and therefore is designed to accommodate large investments and redemptions, whether from Acquiring Funds or other investors. Creation and redemption orders for Shares of the Acquired ETFs can only be submitted by Brokers or other participants (collectively, “Authorized Participants”) that have entered into an agreement (each an “Authorized Participant Agreement”) with the ETF Trust’s Distributor to transact in Shares of the Acquired ETFs. The Acquired ETFs also have policies and procedures (the “Basket Policies”) that have been adopted pursuant to Rule 6c-11 under the 1940 Act, which govern transactions in the Acquired ETFs’ Shares. Any creation or redemption order submitted by an Acquiring Fund through an Authorized Participant will be satisfied pursuant to the Basket Policies and the relevant Authorized Participant Agreement. The Basket Policies include provisions that govern in-kind creations and redemptions, as well as cash transactions. In any event, the Acquired ETFs generally expect that the Acquiring Funds will, and the Acquiring Funds generally intend to, transact in Shares in the Acquired ETFs on the secondary market rather than through direct creation and redemption transactions with the Acquired ETFs.