0001398344-16-013927 Sample Contracts

ALPS ETF TRUST FORM OF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 2nd, 2016 • ALPS ETF Trust • Colorado

AGREEMENT, dated as of , 2016 by and between ALPS Advisors, Inc. (the “Investment Adviser”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, RiverFront Investment Group, LLC, a Delaware limited liability company (the “Sub-Adviser”), having its principal place of business at 1214 East Cary Street, Richmond, VA 23219 and ALPS ETF 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 “Fund” and collectively, the “Funds”).

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ALPS ETF ADMINISTRATION AGREEMENT RIVERFRONT DYNAMIC UNCONSTRAINED INCOME ETF RIVERFRONT DYNAMIC CORE INCOME ETF RIVERFRONT DYNAMIC US DIVIDEND ADVANTAGE ETF RIVERFRONT DYNAMIC US FLEX-CAP ETF
Administration Agreement • June 2nd, 2016 • ALPS ETF Trust • Colorado

This Administration Agreement (the “Agreement”) is made as of the __ day of ______, 2016, among ALPS ETF, a trust established under the laws of the State of Delaware (the “Fund”), ALPS Advisors, 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:

Amendment to ALPS ETF Trust Distribution Agreement
Alps Etf Trust Distribution Agreement • June 2nd, 2016 • ALPS ETF Trust

This Amendment to the ALPS ETF Trust Distribution Agreement (this “Amendment”) between ALPS ETF Trust, a Delaware statutory trust (the “Trust”), and ALPS Portfolio Solutions Distributor, Inc. (“ALPS”) is effective March 28, 2016.

Amendment to ALPS ETF Trust Fund Accounting Agreement
Alps Etf Trust Fund Accounting Agreement • June 2nd, 2016 • ALPS ETF Trust

This Amendment to ALPS ETF Trust Fund Accounting Agreement (this “Amendment”), dated _______, 2016, between ALPS ETF Trust, a Delaware statutory trust (the “Trust”), and ALPS Fund Services, Inc. (the “ALPS”).

Amendment to Investment Advisory Agreement
Investment Advisory Agreement • June 2nd, 2016 • ALPS ETF Trust

This is an Amendment, dated ____________, 2016 (this “Amendment”), to the Investment Advisory Agreement dated June 10, 2013 (the “Agreement”), as amended December 14, 2015 and March 31, 2016, by and between ALPS ETF Trust, a Delaware statutory trust (the “Trust”) and ALPS Advisors, Inc. (the “Adviser”). Any items not herein defined shall have the meaning ascribed to them in the Agreement.

Riverfront Investment Group, LLC
Fee Waiver Agreement • June 2nd, 2016 • ALPS ETF Trust

This letter confirms RiverFront Investment Group, LLC's (the "Sub-Adviser") agreement with the Trust to waive all of its 0.35% annual sub-advisory fee payable by the Trust on behald of the Fund. The Trust and the Sub-Advisor agree that the foregoing fee waiver for the fund is effective from April 1, 2016 through at least June 30, 2016. This waiver may only be terminated by the Fund's Board of Trustees (and not by the Sub-Adviser) prior to such date.

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