0000950135-06-006083 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • October 3rd, 2006 • Scottish Widows Investment Partnership Trust • New York

AGREEMENT dated as of ___, 2006, between Scottish Widows Investment Partnership Trust (the “Fund”), an open-end, management investment company organized as a statutory trust under the laws of the State of Delaware, having its principal place of business at Two Avenue de Lafayette, 6th Floor, Boston, Massachusetts 02111 and ALPS Distributors, Inc., a Colorado corporation and a registered broker-dealer under the Securities Exchange Act of 1934, having its principal place of business at 1625 Broadway, Suite 2200, Denver, Colorado 80202 (the “Distributor”).

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Master Custodian Agreement
Master Custodian Agreement • October 3rd, 2006 • Scottish Widows Investment Partnership Trust • Massachusetts

This Agreement is made as of , 2006 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 18.5 below, shall hereinafter be referred to as the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”),

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 3rd, 2006 • Scottish Widows Investment Partnership Trust • Massachusetts

THIS AGREEMENT, dated as of , 2006, is made and entered into by and between Scottish Widows Investment Partnership Trust, a Delaware statutory trust (the “Trust”) and Scottish Widows Investment Partnership Ltd. (the “Adviser”).

FEE WAIVER AND EXPENSE LIMITATION AGREEMENT FOR EMERGING MARKETS FUND
Fee Waiver and Expense Limitation Agreement • October 3rd, 2006 • Scottish Widows Investment Partnership Trust

THIS AGREEMENT , dated as of , 2006, is made and entered into by and between Scottish Widows Investment Partnership Trust, a Delaware statutory trust (the “Trust”), on behalf of its Emerging Markets Fund series (the “Fund”), and Scottish Widows Investment Partnership Ltd. (the “Adviser”).

TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY, AS LISTED ON SCHEDULE A AND BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency and Service Agreement • October 3rd, 2006 • Scottish Widows Investment Partnership Trust • Massachusetts

THIS AGREEMENT made as of the ___day of ___2006, by and between EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY, as listed on Schedule A, having their principal office and place of business at 1209 Orange Street, Wilmington, Delaware 19801 (collectively, the “Funds” and individually, the “Fund”) and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (the “Transfer Agent”).

ADMINISTRATION AGREEMENT
Administration Agreement • October 3rd, 2006 • Scottish Widows Investment Partnership Trust • Massachusetts

This Administration Agreement (“Agreement”) dated and effective as of , 2006, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and Scottish Widows Investment Partnership Trust, a Delaware statutory trust (the “Trust”).

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