Preview | Authorized Participant Agreement |

This Authorized Participant Agreement (the "Agreement") is entered into by and between ALPS Distributor, Inc. (the "Distributor") and [Insert Entity] (the "Authorized Participant" or ?AP?) and is subject to acceptance by Brown Brothers Harriman & Co. ("BBH ETF Administrator" or the "Transfer Agent" or the ?Custodian?). The Transfer Agent serves as the transfer agent for the Ameristock ETF Trust (the "Trust? ) 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 Trust 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 Trust acting on an agency basis in connection with the sale and distribution of shares of beneficial interest, par value $.001 per share (sometimes referred to as "Shares"), of each of the separate investment portfolios of the Trust (each such portfolio a ?Fund? and collectively, the ?Funds?) named on Annex I to this Agreement. As described in the Trust?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 (No. 333-136721) (?Registration Statement?), Ryan Holdings LLC and Ryan ALM, Inc. own and compile certain indexes of U.S. Treasury securities that are each intended to be representative of the performance of the ?on-the-run? or ?OTR? U.S. Treasury security of a specific maturity (each an ?Index? and collectively the ?Indexes?). Each Fund will be managed to seek results that correspond generally to the performance of the underlying Index for the Fund identified in the Prospectus.

As specified in the Trust?s Prospectus, 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 US Dollars (?USD?). The number of Shares constituting a Creation 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 Trust and the Distributor. The Prospectus provides that Creation Units generally will be sold in exchange for an in-kind deposit of a designated portfolio of securities (the "Deposit Securities") and an amount of cash computed as described in the Prospectus (the "Cash Component"), plus a purchase ?Transaction Fee? as described in the Prospectus, delivered to the Trust by the Authorized Participant for its own account or acting on behalf of another party. Together, the Deposit Securities and the Cash Component constitute the "Creation Deposit", which represents the minimum initial and subsequent investment amount for Shares of any Fund of the Trust. 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 Prospectus.

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 Shares through the manual process of The Depository Trust Company ("DTC") (?DTC Process?). The procedures for processing an order to purchase Shares (each a "Purchase Order") and an order to redeem Shares (each a "Redemption Order", and together with Purchase Orders, ?Orders?) are described in the Trust?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 Trust from time to time. An Authorized Participant may not place a Purchase Order before the fifth (5^th) 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.

(a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the Continuous Net Settlement (?CNS?) Clearing Process, it is a member of NSCC and an Authorized Participant in the CNS System of NSCC (as defined in the Fund's Prospectus, a "Participating Party"), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund's Prospectus, a "DTC Participant"). The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto ("Execution of Orders"). Any change in the foregoing status of the Authorized Participant shall terminate this Agreement and the Authorized Participant shall give prompt written notice to the Distributor, the Trust and the Transfer Agent of such change.

(b) The Authorized Participant hereby represents and warrants that, unless the following paragraph is applicable to it, (i) it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, (ii) is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and the Authorized Participant agrees that it will maintain such registrations, qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant agrees to comply with all applicable United States federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD to the extent the foregoing relates to the Authorized Participant?s transactions in, and activities with respect to, Shares, and that it will not offer or sell Shares of any Fund of the Trust in any state or jurisdiction where they may not lawfully be offered and/or sold.

(c) If the Authorized Participant is offering or selling Shares of any Fund of the Trust in jurisdictions outside the several states, territories and possessions of the United States (?US?) and is not otherwise required to be registered, qualified, or a member of the NASD as set forth above, the Authorized Participant nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the "1933 Act") and the regulations promulgated thereunder and (iii) to conduct its business in accordance with the spirit of the NASD Conduct Rules to the extent the foregoing relates to the Authorized Participant?s transactions in, and activities with respect to, Shares.