0000950136-08-002245 Sample Contracts

ALPS ETF TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 1st, 2008 • ALPS ETF Trust • Colorado

This Investment Advisory Agreement (the “Agreement”) is made and entered into as of this _______________ day of ______________, 2008, by and between ALPS Advisers, Inc., a Colorado corporation (the “Adviser”), and ALPS ETF Trust, a Delaware statutory trust (the “Trust”), regarding the Fund(s) listed in Appendix A (the “Funds”).

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ALPS ETF TRUST DISTRIBUTION AGREEMENT
Distribution Agreement • May 1st, 2008 • ALPS ETF Trust • Colorado

This Distribution Agreement (the “Agreement”) is made as of April 1, 2008, between ALPS ETF Trust, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

ALPS ETF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 1st, 2008 • ALPS ETF Trust • California

AGREEMENT, dated as of April 15, 2008, by and between ALPS Advisers, Inc. (the “Investment Adviser”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and Mellon Capital Management Corporation, a Delaware corporation (the “Sub-Adviser”), having its principal place of business at 50 Fremont Street, Suite 3900, San Francisco, California 94105.

ALPS ETF ADMINISTRATION AGREEMENT
Alps Etf Administration Agreement • May 1st, 2008 • ALPS ETF Trust • Colorado

This Administration Agreement (the “Agreement”) is made as of the 1st day of April, 2008, among ALPS ETF Trust, a trust established under the laws of the State of Colorado (the “Fund”), ALPS Advisers, Inc., a Colorado corporation (the “Adviser”), and ALPS Fund Services, Inc., a Colorado corporation having its principal office at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (“ALPS”). The Fund, the Adviser and ALPS agree as follows:

AUTHORIZED PARTICIPANT AGREEMENT FOR ALPS ETF TRUST
Authorized Participant Agreement • May 1st, 2008 • ALPS ETF Trust • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between ALPS Distributors, Inc. (the “Distributor”) and __________________________________ (the “Authorized Participant” or “AP”) and is subject to acceptance by The Bank of New York (“BNY ETF Administrator” or the “Transfer Agent”). The Transfer Agent serves as the transfer agent for ALPS 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, all without par value (sometime

ALPS ETF TRUST FUND ACCOUNTING AGREEMENT
Alps Etf Trust Fund Accounting Agreement • May 1st, 2008 • ALPS ETF Trust • New York

AGREEMENT made as of March 26, 2008, by and between ALPS ETF Trust, a Delaware statutory trust (the “Fund”), and The Bank of New York, a New York banking organization (“BNY”).

ALPS ETF CUSTODY AGREEMENT
Alps Etf Custody Agreement • May 1st, 2008 • ALPS ETF Trust • New York

AGREEMENT, dated as of March 26, 2008, between ALPS ETF Trust, a Delaware statutory trust, having its principal office and place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Trust”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

ALPS ETF TRANSFER AGENCY AND SERVICE AGREEMENT
Alps Etf Transfer Agency and Service Agreement • May 1st, 2008 • ALPS ETF Trust • New York

AGREEMENT made as of March 26, 2008, by and between ALPS ETF Trust, a Delaware statutory trust, having its principal office and place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Trust”) and THE BANK OF NEW YORK, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

ALPS ETF FOREIGN CUSTODY MANAGER AGREEMENT
Alps Etf Foreign Custody Manager Agreement • May 1st, 2008 • ALPS ETF Trust • New York

WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein;

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