ETF shares may be redeemed through the reverse of the creation process. the terms of the Redemption Order, the Transfer Agent will issue a unique Order Number. In the Redemption Order, the AP will also be required to acknowledge its agreement on behalf of itself and any party for which it is acting (whether hereof. accordance with the Prospectus and SAI. obligated to deliver to its shareholders, upon receiving from such Fund or the Distributor sufficient quantities of the same to allow mailing thereof to such customers. limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; terrorism; sabotage; epidemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communications service; accidents; may be amended by the Trust or the Distributor from time to time without the consent of any Beneficial Owner by the following procedure. Distributor, as applicable. title to Trust of the required Creation Unit(s) of Shares has been completed. Variations in the Transaction Fee may be imposed in the sole discretion of the Trust from time to time, as disclosed in the Prospectus, and the method of determining such variations will be disclosed in the ownership, and to rely thereon to the extent necessary to make a determination regarding ownership of eighty percent (80%) or more of the outstanding Trust Shares by a Beneficial Owner as a condition to the acceptance of a Fund Deposit. If an Authorized Person is able to confirm the terms as they appear in the written Redemption Order by the Order Cut-Off Time, the Redemption Order will continue for processing. The Participant can revoke this consent to delivering Prospectuses electronically at any time by calling 1-866-746-2606. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the account maintained at the applicable custodian of any Domestic Fund on or before the Domestic Contractual Settlement Date (defined below). If the telephone An Authorized Participant is required to have signed the Authorized Participant Agreement. Participant’s PIN Number. acting (whether as a customer or otherwise) that delivery of a Purchase Order or Redemption Order shall be irrevocable, provided that the Trust and the Distributor on behalf of the Trust reserves the right to reject any Purchase Order until the Unless otherwise notified in writing, all notices to the Trust shall be at the address or telephone, facsimile or telex numbers as follows: All notices to the Authorized Participant, the Distributor This Agreement is intended to set forth certain premises and the procedures by which the Participant may create and/or redeem Creation Units through the (c) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and Participant with respect to such matters. This Agreement supersedes any prior such agreement between or among the parties. 4. Redemption Orders may only be made in whole Creation Units of Shares of each Fund. Fund. the time the order is placed. releases, announcements, statements, posters, signs or other similar materials, but not including any materials prepared and used for the Participant’s internal use only or brokerage communications prepared by the Participant in the normal This will allow an Authorized Participant through its Authorized Person(s) to place a Purchase Order or Redemption Order with respect to the purchase or redemption of Creation Units of Shares of ALPS ETF Trust. SEQUENCE RECEIVED. audit function to test the effectiveness of the AML Program; (iv) establishes internal policies, procedures, and controls that are tailored to its particular business; (v) includes a customer identification program consistent with the “Distributor”) and             ; NSCC #              (the “Participant”) and is subject to acceptance by will confirm in writing to the AP that its Redemption Order has been accepted by 4:45 p.m. Eastern Standard Time on the Business Day the Redemption Order is received. Any change in the foregoing status of the Authorized Participant shall terminate this Agreement and the Authorized Participant shall give (each, a “Fund”) shall be a third-party beneficiary of this Agreement and shall receive the benefits contemplated by this Agreement to the extent specified herein. not, and will not in the future, hold for the account of any single Beneficial Owner of Shares of the relevant Fund, 80 percent (80%) or more of the currently outstanding Shares of such relevant Fund, so as to cause the Fund to have a basis in This telephone call must be made by an Authorized Person of the AP not later than the closing time of the regular trading session on the Listing Exchange which is ordinarily 4:00 p.m. Eastern Time ("Listing Exchange Closing Time"). the Participant or (ii) 45 minutes after the Order Cut-Off Time, the order will be deemed invalid. The parties hereto agree that the delivery of such collateral shall be Fund. deposited an amount in excess of such purchase authorization with the Trust’s custodian prior to 3:00 p.m. U.S. Eastern Time, on the transmittal date; or. acquires all or substantially all of the Participant’s assets or business, the Distributor or Transfer Agent may elect within a limited period of time not to exceed thirty (30) days from the date upon which such acquisition was publicly the minimum initial and subsequent investment amount for Shares of any Fund of the Trust. information, opinions or recommendations relating to Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Shares with other products and are not used for purposes of marketing any party for which it is acting (whether or not a customer), with any appropriate adjustments as advised by such Fund, in accordance with the terms and conditions applicable to such account in such jurisdiction. herein. The Distributor and the The Participant represents Purchase Orders may also be rejected under the circumstances An authorized participant is an organization that has the right to create and redeem shares of an exchange traded fund (ETF). Capitalized terms used but not defined herein are defined in the current make it impossible to process purchases of Shares for all practical purposes. (the “Listing Exchange”) is open for trading or business. If Adviser notifies Distributor that a "cash in lieu" amount will be delivered, request. Company may purchase the missing Deposit Securities at any time and the AP agrees to accept liability for any shortfall between the cost to the Company of purchasing such securities and the value of the collateral, provided that such cost is as a result of: (i) any breach by the Distributor of any provision of this Agreement that relates to the Distributor; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; the Cash Component and any other cash amounts which may be due are delivered to Trust and (ii) trade date plus three (t +3) Business Days. immediately available funds on or before the settlement date in accordance with the Trust’s Prospectus ("Contractual Settlement Date"). and to conduct its business in accordance with the spirit of the FINRA Conduct Rules. the courts of the State of New York and of any federal court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted Units may be initiated only on Transmittal Days (as defined herein). hereunder and except for servicing and informational mailings described in this Section 4, or as may otherwise be permitted by applicable law. obtaining the Shares ordered, would own 80% or more of the Shares of any Fund upon execution of the Purchase Order; b. the Fund Deposit announced to immediately terminate this Agreement. If Adviser notifies Distributor that a The foregoing shall not apply to any loss, damage, charge, liability, (a) This Agreement shall become effective five (5) Business Days after execution and delivery to the Distributor upon has been taken correctly, BNY ETF Administrator will issue a Confirmation Number to the AP. Shares and (ii) for internal use by the Authorized Participant. EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. In the event the Participant does not receive a Redemption Order confirmation, it should contact the Participant at the written direction of the Trust or the Distributor or is based upon any omission or alleged omission by the Trust or the Distributor to state a material fact in connection with such representation, statement or omission necessary The party resulting from any such merger, conversion, consolidation or. The The AP states the Fund name(s) and relevant ticker symbol(s). 2 Creation Units of Shares may be PURCHASE ORDER REQUEST IS NOT COMPLETE UNTIL THE CONFIRMATION NUMBER IS ISSUED BY BNY ETF ADMINISTRATOR. ALPS PORTFOLIO SOLUTIONS DISTRIBUTOR, INC. The Authorized Participant represents on behalf of itself and any party for which it acts that upon delivery of a the Transfer Agent shall be liable for any error of judgment made in good faith unless the party exercising such shall have been grossly negligent in They work behind the scenes to ensure that funds are priced at fair value. condition to the acceptance of a deposit of Deposit Securities. 144(a)(3)(i) promulgated under the 1933 Act. EFFECTIVENESS, TERMINATION AND AMENDMENT. are under no duty, however, to give notification of any defects or irregularities in the delivery of Portfolio Deposits nor shall either of them incur any liability for the failure to give any such notification. Deposit Securities of each International Fund of ALPS ETF trust. 3. The Trust will also make available on the International Contractual Settlement Date, immediately available or same day funds sufficient to pay the Cash Component next determined after acceptance of the Purchase Order, AN ORDER MAY NOT BE CANCELED BY AN AUTHORIZED PERSON AFTER AN ORDER NUMBER HAS BEEN ISSUED. To begin a Purchase Order, the Authorized Participant ("AP”") must telephone the BNY ETF Administrator at (718) 315-4512 or such other number as the Distributor designates in writing to the AP. registered mail directed to such party at such party’s address for purposes of notices hereunder. The authorized participant borrows stock … The parties hereto in consideration of the premises and of the mutual. creation or redemption of Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for creation and redemption referred to in Section 2 of this Agreement and the procedures described REJECTING OR SUSPENDING PURCHASE ORDERS. course of its business and consistent with the Prospectus and in accordance with applicable laws and regulations) (“Marketing Materials”), except such Marketing Materials as may be furnished to the Participant by the Trust or the and the procedures by which the Authorized Participant may purchase and/or redeem Creation Units of Shares (i) through the Continuous Net Settlement ("CNS") clearing processes of NSCC as such processes have been enhanced to effect purchases and Participant understands that Shares of any Fund may be redeemed only when one or more Creation Units of Shares of a Beneficial Owner are held in the account of a single Participant. CALLS MAY BE RECORDED BY THE TRANSFER AGENT. After the AP has placed the Purchase Order, BNY ETF Administrator will read the Purchase Order back to the AP. held invalid, illegal or unenforceable does affect the validity, legality or enforceability of one or more other provisions of this Agreement, and that this Agreement should not be continued without the provision that was held invalid, illegal or when the Authorized Participant has received such revised, supplemented or amended prospectus by email at [ insert e-mail address], in printable form. Agreement. APs do not receive compensation from the ETF sponsor and have no legal obligation to create or redeem the ETF’s shares. interpretation of this Agreement. any dividend, interest, distribution or other corporate action paid to it or the party for which it is acting in respect of any Deposit Securities that are transferred to the Participant or any party for which it is acting that, based on the number to place a Share Creation and/or Redemption order. the Redemption Order. An Authorized Person of the AP may amend the AP's Standing Redemption Instructions from time to time in writing to BNY ETF Administrator and Trust in a form approved by Trust. purchase of a Creation Unit the securities on behalf of itself or any party for which it is acting (whether or not a customer), with any appropriate with entering into this Agreement and placing an Order (defined below). Unless otherwise notified in writing, all notices shall be given or sent as follows: This Agreement and Attachment A entity or organization. Authorized participants and market makers Exchange traded funds (ETFs) have grown quickly in both size and scope over the past decade. representative does not receive a legible written Purchase Order by the Order Cut-Off Time, the Purchase Order will be deemed invalid. the Trust and such notice shall be effective upon receipt by both the Distributor and the Trust. Concurrently with the execution of Times may vary depending on the trade volume from APs. Fees will be fully disclosed in the SAI. selling Shares of any Fund in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered or qualified as a broker or dealer, or to be a member of FINRA as set forth Section when the Participant has received such revised, supplemented or amended Prospectus by email at [PARTICIPANT AP’s Email Address]. An authorized participant has the ability to approach an ETF provider with either: absence of bad faith, negligence or willful misconduct on its part, neither the Distributor, nor the Transfer Agent, whether acting directly or through agents or attorneys as provided in paragraph (d) below, shall be liable for any action The Distributor shall issue to each Authorized Participant a unique personal identification number ("PIN Number") by which such Authorized Participant A “Business Day” shall mean each day the Listing Exchange is open for regular trading. Authorized participants (APs) are one of the major parties at the center of the ETF creation/redemption mechanism, and as such, they play a critical role in ETF liquidity. The Participant represents, The Trust shall return to the unless the Distributor or Transfer Agent, as the case may be, has actual knowledge to the contrary or the Participant has properly revoked such PIN Number as provided herein. Any purported assignment Process”). A second affirmation will be faxed to the AP with all trades placed that day. In the sole discretion of the Fund following the initial settlement date, the Fund may use the cash profit), even if such parties have been advised of the likelihood of such loss or damage and regardless of the form of action. Agreement, the effective date of which shall be date of the last dated signature below. charges and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities imposed by (i) any agreement or arrangement entered into by the Authorized Participant (when, in the sole discretion of the Trust, cash purchases are available or specified as described in the Prospectus)) (the "Cash Amount") which shall be made through DTC to an account maintained by the Custodian and shall be provided in same day or (a) The Authorized Participant represents Redemption Orders for Creation This Authorized Participant Agreement (the “Agreement”) is entered into by and between ALPS Portfolio Solutions Distributor, Inc. (the “Distributor”) and (the “Authorized Participant” or“AP”) and is subject to acceptance by The Bank of New … incurred as a result or in connection with any gross negligence, bad faith or willful misconduct on the part of any AP Indemnified Party or the Distributor Indemnified Party, as the case may be. minutes after the Order Cut-Off Time, the order will be deemed invalid. the Redemption Order will be deemed invalid and a corrected written Redemption Order must be received by the telephone representative by the Order Cut-Off Time. Indemnified Party as a result of (i) any breach by the Authorized Participant of any provision of this Agreement that relates to such Authorized Participant; (ii) any failure on the part of the Authorized Participant to perform any of its The Distributor may terminate this irrevocable proxy within sixty trade is released as. Authorized Person is able to so confirm, either verbally or in writing in the sole discretion of the Distributor, the Distributor will transmit the Purchase Order to the relevant Fund. the distribution of Shares, are generally required to deliver a prospectus. Transaction Fees will differ for each Fund, depending on the transaction expenses related to each labor disputes; acts of civil or military authority or governmental actions. The Participant agrees to maintain a valid email address, and agrees to promptly notify the Distributor if its email address changes. payments, Fund Deposits or Shares, as the case may be, in connection with the submission of Purchase Orders or Redemption Orders. to the procedures to be used in processing (1) a Purchase Order for the purchase of Shares of ALPS ETF Trust in Creation Units of each Fund and a (2) Redemption Order for the redemption of Shares of ALPS ETF Trust in Creation Units of each

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