Common use of Authorized Participant Agreement Clause in Contracts

Authorized Participant Agreement. To redeem a Creation Unit, a Participant generally must tender to the Fund the number of Vanguard ETF Shares specified in Annex I. In return, the Participant will receive a designated basket of securities (the “Redemption Securities”). The Cash Component of a redemption consists of the Balancing Amount minus the Transaction Fee. Depending on the amount of the Balancing Amount, the Cash Component may be paid by the Participant to the Fund or vice-versa. Certain Funds may, in their sole discretion, accept collateral in anticipation of the delivery of all or a portion of the Deposit Securities (in the case of a creation) or Vanguard ETF Shares (in the case of a redemption). See Annex VI. This Agreement is intended to set forth the procedures by which the Participant may purchase and/or redeem Creation Units of ETF Shares of those funds whose portfolio securities trade on a U.S securities market (“U.S. Funds”) (i) through the Continuous Net Settlement (“CNS”) clearing processes of NSCC as such processes have been enhanced to effect purchases and redemptions of Creation Units, such processes being referred to herein as the “NSCC Clearing Process,” or (ii) outside the NSCC Clearing Process, such processes being referred to herein as “Outside the NSCC Clearing Process.” This Agreement also sets forth the procedures by which the Participant may purchase and/or redeem Creation Units of ETF Shares of those Funds whose portfolio securities trade on securities markets outside the United States (the “International Funds”) through the DTC and international subcustodians. The procedures for processing an order to purchase ETF Shares (a “Purchase Order”) and an order to redeem ETF Shares (a “Redemption Order”) are described in the Fund’s Prospectus and in Annex II to this Agreement. The parties hereto, in consideration of the premises and of the mutual agreements contained herein, agree as follows:

Authorized Participant Agreement. To redeem FOR COLUMBIA ETF TRUST II This Authorized Participant Agreement (this “Agreement”) is entered into by and between ALPS Distributors, Inc. (the “Distributor”) and ________________________________ (the “Authorized Participant” or the “AP”) and is subject to acceptance by The Bank of New York Mellon (the “BNYM ETF Administrator” or the “Transfer Agent”). The Transfer Agent serves as the transfer agent for the Columbia ETF Trust II (the “Company”) and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (“NSCC”). The Distributor, the Transfer Agent and the Authorized Participant acknowledge and agree that the Company shall be a third-party beneficiary of this Agreement and shall receive the benefits contemplated by this Agreement, to the extent specified herein. The Distributor has been retained to provide services as principal underwriter of the Company acting on an agency basis in connection with the sale and distribution of shares of beneficial interest, par value $.0001 per share (sometimes referred to as “Shares”), of each of the separate investment portfolios of the Company (each such portfolio a “Fund” and collectively, the “Funds”) named on Annex I to this Agreement. As specified in the Company’s prospectus and statement of additional information (“SAI”) incorporated therein (collectively, the “Prospectus”) included as part of its registration statement, as amended, on Form N-1A (“Registration Statement”), the Shares of any Fund offered thereby may be purchased or redeemed only in aggregations of a specified number of Shares referred to therein and herein as a “Creation Unit.” All references to “cash” shall refer to U.S. Dollars (“USD”). The number of Shares constituting a Creation Unit, a Unit of each Fund is set forth in the Prospectus. Creation Units of Shares may be purchased only by or through an Authorized Participant that has entered into an Authorized Participant Agreement with the Company and the Distributor. The Prospectus provides that Creation Units generally must tender to the Fund the number will be sold in exchange for an in-kind deposit of Vanguard ETF Shares specified in Annex I. In return, the Participant will receive a designated basket portfolio of equity securities (the “Redemption Deposit Securities”) and an amount of cash computed as described in the Prospectus (the “Cash Component”). The Cash Component of , plus a redemption consists of the Balancing Amount minus the purchase “Transaction Fee. Depending on ” as described in the amount of Prospectus, delivered to the Balancing Amount, the Cash Component may be paid Company by the Authorized Participant to the Fund for its own account or vice-versaacting on behalf of another party. Certain Funds mayTogether, in their sole discretion, accept collateral in anticipation of the delivery of all or a portion of the Deposit Securities (and the Cash Requirement constitute the “Creation Deposit,” which represents the minimum initial and subsequent investment amount for Shares of any Fund of the Company. References to the Prospectus are to the then-current Prospectus as it may be supplemented or amended from time to time. Capitalized terms not otherwise defined herein are used herein as defined in the case of a creation) or Vanguard ETF Shares (in the case of a redemption). See Annex VIProspectus. This Agreement is intended to set forth certain premises and the procedures by which the Authorized Participant may purchase and/or redeem Creation Units of ETF Shares of those funds whose portfolio securities trade on a U.S securities market (“U.S. Funds”) (i) through the Continuous Net Settlement (“CNS”) clearing processes of NSCC as such processes have been enhanced to effect purchases and redemptions of Creation Units, such processes being referred to herein as the “NSCC CNS Clearing Process,” or (ii) outside the NSCC CNS Clearing ProcessProcess (i.e., such processes being referred to herein as through the manual process of The Depository Trust Company (“Outside the NSCC Clearing Process.” This Agreement also sets forth the procedures by which the Participant may purchase and/or redeem Creation Units of ETF Shares of those Funds whose portfolio securities trade on securities markets outside the United States DTC”) (the “International FundsDTC Process”) through the DTC and international subcustodians). The procedures for processing an order to purchase ETF Shares (each a “Purchase Order”) and an order to redeem ETF Shares (each a “Redemption Order”) are described in the FundCompany’s Prospectus and in Annex II to this Agreement. All Purchase and Redemption Orders must be made pursuant to the procedures set forth in the Prospectus and Annex II hereto, as each may be amended by the Company from time to time. An Authorized Participant may not place a Purchase Order before the fifth (5th) Business Day (as defined below) following execution and delivery to the Distributor of this Agreement and notification by the Distributor of the Authorized Participant’s status. An Authorized Participant may not cancel a Purchase Order or a Redemption Order after an order is placed by the Authorized Participant. The parties hereto, hereto in consideration of the premises and of the mutual agreements contained herein, herein agree as follows: