0001398344-16-012534 Sample Contracts

ALPS VARIABLE INVESTMENT TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2016 • ALPS Variable Investment Trust • Colorado

This Investment Advisory Agreement (the “Agreement”) is made and entered into as of this 30th day of April, 2016, by and between ALPS Advisors, Inc., a Colorado corporation (the “Adviser”), and ALPS Variable Investment Trust, a Delaware statutory trust (the “Trust”), regarding the Portfolio(s) listed in Appendix A (each, a “Fund” and together, the “Funds”).

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FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 29th, 2016 • ALPS Variable Investment Trust • Colorado

THIS AGREEMENT, made and entered into this day of ___________________, 20__ (the “Agreement”) by and among __________________________________, organized under the laws of the State of ___________________ (the “Company”), on behalf of itself and each separate account of the Company named in Schedule A to this Agreement, as may be amended from time to time (each account referred to as the “Account” and collectively as the “Accounts”); ALPS Variable Investment Trust, an open-end management investment company organized under the laws of the State of Delaware (the “Fund”); ALPS Advisors, Inc., a corporation organized under the laws of the State of Colorado and investment adviser to the Fund (the “Adviser”); and ALPS Portfolio Solutions Distributor, Inc., a corporation organized under the laws of the State of Colorado and principal underwriter/distributor of the Fund (the “Distributor”).

ALPS VARIABLE INVESTMENT TRUST SUB-ADVISORY AGREEMENT ALPS/QMA MARKET PARTICIPATION PORTFOLIO
Sub-Advisory Agreement • April 29th, 2016 • ALPS Variable Investment Trust • Colorado

AGREEMENT, dated as of April 30, 2016 by and among ALPS Advisors, Inc. (the “Investment Adviser”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado, ALPS Variable Investment Trust, a Delaware statutory trust (the “Trust”), on behalf of the portfolios listed in Appendix A hereto, as amended from time to time, each a series of the Trust (each, a “Portfolio” and collectively, the “Portfolios”), and Quantitative Management Associates LLC, a New Jersey limited liability company (the “Sub-Adviser”), having its principal place of business at 2 Gateway Center, Newark, NJ 07102.

SERVICES AGREEMENT AMONG ALPS PORTFOLIO SOLUTIONS DISTRIBUTOR, INC. AND ALPS VARIABLE INVESTMENT TRUST
Services Agreement • April 29th, 2016 • ALPS Variable Investment Trust • Colorado

This Agreement is entered into as of _______________, 20__, among ______________________, a _____________ [state] corporation ("Service Provider"), ALPS Portfolio Solutions Distributor, Inc., a Colorado corporation (the “Distributor”), and ALPS Variable Investment Trust, a Delaware statutory trust (the “Trust”).

Second Amendment to Investment Advisory Agreement
Investment Advisory Agreement • April 29th, 2016 • ALPS Variable Investment Trust

This Second Amendment dated as of April 30, 2016 (this “Second Amendment”) is to the Investment Advisory Agreement dated as of November 1, 2011 (the “Agreement”), by and between ALPS Variable Investment Trust (the “Trust”), a Delaware statutory trust, and ALPS Advisors, Inc. (the “Adviser”), a Colorado corporation and investment adviser registered under the Investment Advisers Act of 1940. Any items not herein defined shall have the meaning ascribed to them in the Agreement.

Amendment to Distribution Agreement
Distribution Agreement • April 29th, 2016 • ALPS Variable Investment Trust

This Amendment dated as of April 30, 2016 (this “Amendment”) is to the Distribution Agreement dated April 30, 2013, as amended (the “Agreement”), by and between ALPS Variable Investment Trust (the “Trust”), an open-end, management investment company organized as a Delaware statutory trust, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, on behalf of the Portfolios, and ALPS Portfolio Solutions Distributor, Inc. (the “Distributor”), a Colorado corporation and a registered broker-dealer under the Securities Exchange Act of 1934, as amended. Any items not herein defined shall have the meaning ascribed to them in the Agreement.

Amendment to Transfer Agency and Services Agreement
Transfer Agency and Services Agreement • April 29th, 2016 • ALPS Variable Investment Trust

This Amendment dated as of April 30, 2016 (this “Amendment”) is to the Transfer Agency and Services Agreement dated December 7, 2006, as amended (the “Agreement”), by and between ALPS Fund Services, Inc., a Colorado corporation (“ALPS”) and ALPS Variable Investment Trust, a Delaware statutory trust (the “Trust”). Any items not herein defined shall have the meaning ascribed to them in the Agreement.

Amendment to Fund Participation Agreement
Fund Participation Agreement • April 29th, 2016 • ALPS Variable Investment Trust

This Amendment to Fund Participation Agreement (the “Amendment”) is dated ______ __, 20__, and is entered into by and among [Name of Insurance Company/Firm], a [state of incorporation] insurance company (the “Company”), ALPS Variable Investment Trust, a Delaware Statutory Trust (the “Trust” or the “Fund,” and each series of the Trust listed on Exhibit B, as applicable, a “Portfolio” and collectively, the “Portfolios”), ALPS Advisors, Inc. a Colorado corporation, (“AAI”), and ALPS Portfolio Solutions Distributor, Inc. (“APSD”), a Colorado corporation.

April 30, 2016 ALPS Variable Investment Trust Board of Trustees
Fee Waiver Agreement • April 29th, 2016 • ALPS Variable Investment Trust
SHARE PURCHASE AGREEMENT ALPS VARIABLE INVESTMENT TRUST On behalf of its series, ALPS/QMA Market Participation Portfolio (the “Portfolio”)
Share Purchase Agreement • April 29th, 2016 • ALPS Variable Investment Trust

This Agreement is made effective as of the 30th day of April, 2016 between ALPS Fund Services, Inc., a Colorado corporation (“ALPS”), and ALPS Variable Investment Trust, a Delaware statutory trust (the “Trust”), on behalf of the Funds.

Amendment to Investment Subadvisory Agreement
Investment Subadvisory Agreement • April 29th, 2016 • ALPS Variable Investment Trust

This Amendment dated as of April 30, 2016 (this “Amendment”) is to the Investment Subadvisory Agreement dated as of November 1, 2011 (the “Agreement”), by and between ALPS Variable Investment Trust (formerly, Financial Investors Variable Insurance Trust) (the “Trust”), a Delaware statutory trust, Morningstar Investment Management LLC, a Delaware limited liability company, as successor in interest to Ibbotson Associates, Inc. (the “Sub-Adviser”) and ALPS Advisors, Inc. (the “Adviser”), a Colorado corporation and investment adviser registered under the Investment Advisers Act of 1940. Any items not herein defined shall have the meaning ascribed to them in the Agreement.

Amendment to Fund Accounting and Administration Agreement
Fund Accounting and Administration Agreement • April 29th, 2016 • ALPS Variable Investment Trust

This Amendment dated as of April 30, 2016 (this “Amendment”) is to the Fund Accounting and Administration Agreement dated December 7, 2006, as amended (the “Agreement”), by and between ALPS Fund Services, Inc., a Colorado corporation (“ALPS”), and ALPS Variable Investment Trust, a Delaware statutory trust (the “Trust”). Any items not herein defined shall have the meaning ascribed to them in the Agreement.

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