Amendment to Investment Advisory Agreement

Exhibit (d)(40)

Amendment to Investment Advisory Agreement

This Amendment dated as of July 31, 2014 (this “Amendment”) is to the Investment Advisory Agreement dated as of March 16, 2012 (the “Agreement”), by and between Financial Investors Trust (the “Trust”), a Delaware statutory trust, and Emerald Mutual Funds Advisers Trust (the “Adviser”), a Delaware statutory trust 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.

WHEREAS, the Trust and the Adviser wish to amend the Agreement in certain respects as more fully set forth below.

NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, the parties hereto agree as follows:

1. Effective as of the date of this Amendment, Schedule A of the Agreement is replaced in its entirety with the new Schedule A attached hereto and incorporated by referenced herein.

2. The Agreement, as amended hereby, shall continue in effect with respect to the Emerald Insights Fund (the “Fund”) for an initial period of two years from the date of this Amendment. This Agreement with respect to the Fund shall continue from year to year thereafter only so long as such continuance is specifically approved at least annually in conformance with the Investment Company Act of 1940, as amended.

3. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first written above.

FINANCIAL INVESTORS TRUST,				EMERALD MUTUAL FUNDS
on behalf of the Funds				ADVISERS TRUST
By: /s/ Xxxxxx X. Xxxxx				By:  /s/ Xxxxxx X. Xxxxx XX
Name:  Xxxxxx X. Xxxxx				Name:  Xxxxxx X. Xxxxx XX
Title:  President				Title:  Executive Vice President

DATED: July 31, 2014

SCHEDULE A

TO THE INVESTMENT ADVISORY AGREEMENT

BETWEEN

FINANCIAL INVESTORS TRUST

AND

EMERALD MUTUAL FUNDS ADVISERS TRUST

Fund		Breakpoints		Fee Rates (in bps)
Emerald Growth Fund		Up to and including $250,000,000		75 bps
		In excess of $250,000,000 up to and including $500,000,000		65 bps
		In excess of $500,000,000 up to and including $750,000,000		55 bps
		In excess of $750,000,000		45 bps
Emerald Banking and Finance Fund		Up to and including $100,000,000		100 bps
		In excess of $100,000,000		90 bps
Emerald Insights Fund		Up to and including $250,000,000		75 bps
		In excess of $250,000,000 up to and including $500,000,000		65 bps
		In excess of $500,000,000 up to and including $750,000,000		55 bps
		In excess of $750,000,000		45 bps

Emerald Mutual Funds Advisers Trust

By:  /s/ Xxxxxx X. Xxxxx XX    

Name:  Xxxxxx X. Xxxxx XX

Title:    Executive Vice President

Financial Investors Trust

By:  /s/ Xxxxxx X. Xxxxx                    

Name:  Xxxxxx X. Xxxxx                    

Title:  President