FINANCIAL INVESTORS TRUST
ALPS/CORECOMMODITY MANAGEMENT COMPLETECOMMODITIES
STRATEGY FUND
INTERIM SUB-ADVISORY AGREEMENT
AGREEMENT, dated as of September 11, 2013 (the “Effective Date”) by and
among ALPS Advisors, Inc. (the “Investment Adviser”), a Colorado corporation having
its principal place of business at 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000,
Financial Investors Trust, a Delaware statutory trust (the “Trust”), on behalf of the funds
listed in Appendix A hereto, as amended from time to time to add or remove a fund, each
a series of the Trust (each, a “Fund” and collectively, the “Funds”), and CoreCommodity
Management, LLC, a Delaware limited liability company (the “Sub-Adviser”), having its
principal place of business at The Metro Center, Xxx Xxxxxxx Xxxxx, Xxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxxxx 00000.
WHEREAS, the Investment Adviser is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended (“Advisers Act”), and has entered into
an Investment Advisory Agreement with the Trust;
WHEREAS, the Sub-Adviser is registered as an investment adviser under the
Advisers Act;
WHEREAS, the Trust and the Investment Adviser desire to retain the Sub-
Adviser to render investment advisory and other services to the Funds in the manner and
on the terms hereinafter set forth;
WHEREAS, the Investment Adviser has the authority under the Investment
Advisory Agreement, with the consent of the Trustees of the Trust (the “Trustees”), to
select sub-advisers for each Fund;
WHEREAS, the Sub-Adviser is willing to furnish such services to the Investment
Adviser and each Fund pursuant to an interim agreement in accordance with Rule 15a-4
under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, a sub-advisory agreement by and among the Investment Adviser, the
Trust, and the Sub-Adviser with respect to the Fund (the “New Sub-Advisory
Agreement”) will be presented to shareholders of the Fund for approval.
NOW, THEREFORE, the Investment Adviser, the Trust and the Sub-Adviser
agree as follows:
1. APPOINTMENT OF THE SUB-ADVISER
The Investment Adviser hereby appoints the Sub-Adviser to act as a sub-adviser
for each Fund in accordance with the terms and conditions of this Agreement.
2093937.4
2. ACCEPTANCE OF APPOINTMENT
The Sub-Adviser accepts that appointment and agrees to render the services
herein set forth, for the compensation herein provided.
The assets of each Fund will be maintained in the custody of a custodian (who
shall be identified by the Investment Adviser in writing). The Sub-Adviser will not have
custody of any securities, cash or other assets of a Fund and will not be liable for any loss
resulting from any act or omission of the custodian other than acts or omissions arising in
reasonable reliance on instructions of the Sub-Adviser. The custodian will be responsible
for the custody, receipt and delivery of securities and other assets of a Fund, and the Sub-
Adviser shall have no authority, responsibility or obligation with respect to the custody,
receipt or delivery of securities or other assets of a Fund. The Investment Adviser shall
be responsible for all custodial arrangements, including the payment of all fees and
charges to the custodian.
3. SERVICES TO BE RENDERED BY THE SUB-ADVISER TO THE TRUST
A.
As sub-adviser to each Fund, the Sub-Adviser will coordinate the
investment and reinvestment of the assets of the Fund and determine the composition of
the assets of the Fund, in accordance with the terms of this Agreement, the Fund’s
Prospectus and Statement of Additional Information, as currently in effect and as
amended or supplemented from time to time, and subject to the direction, supervision and
control of the Investment Adviser and the Trustees of the Trust. Prior to the
commencement of the Sub-Adviser’s services hereunder, the Investment Adviser shall
provide the Sub-Adviser with current copies of the Fund’s Prospectus and Statement of
Additional Information. The Investment Adviser undertakes to provide the Sub-Adviser
with copies or other written notice of any amendments, modifications or supplements to
the Fund’s Prospectus and Statement of Additional Information and the Sub-Adviser will
not need to comply until a copy has been provided to the Sub-Adviser.
B.
The Sub-Adviser is authorized to place orders for the purchase and sale of
securities for the Fund with or through such brokers, dealers or banks as the Sub-Adviser
may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and other applicable law and Fund procedures, may pay
commissions on transactions in excess of the amount of commissions another broker or
dealer would have charged. The Sub-Adviser will seek best execution under the
circumstances of the particular transaction taking into consideration the full range and
quality of a broker’s services in placing brokerage including, among other things, the
value of research provided as well as execution capability, commission rate, financial
responsibility and responsiveness to the Sub-Adviser. The Sub-Adviser may aggregate
sales and purchase orders of securities or derivatives held in the Fund with similar orders
being made simultaneously for other portfolios managed by the Sub-Adviser if, in the
Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic
benefit to the Fund.
C.
The Investment Adviser understands and agrees that the Sub-Adviser
performs investment management services for various clients and may take action with
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respect to any of its other clients which may differ from action taken or from the timing
or nature of action taken by the Sub-Adviser for the Fund. The Sub-Adviser’s authority
hereunder shall not be impaired because of the fact that it may effect transactions with
respect to securities for its own account or for the accounts of others which it manages
which are identical or similar to securities to which it may effect transactions for the
Fund at the same or similar times.
D.
The Sub-Adviser will provide the Investment Adviser with copies of the
Sub-Adviser’s current policies and procedures adopted in accordance with Rule 206(4)-7
under the Advisers Act. To the extent the Fund(s) are required by the 1940 Act to adopt
any such policy or procedure, the Investment Adviser will submit such policy or
procedure to the Trust’s Board of Trustees for adoption by each of the Funds, with such
modifications or additions thereto as the Board of Trustees or the Investment Adviser
may recommend with the concurrence of the Sub-Adviser.
E.
The Sub-Adviser will maintain and preserve all accounts, books and
records with respect to the Fund as are required of an investment adviser of a registered
investment company pursuant to the 1940 Act and the Advisers Act and the rules
thereunder and shall file with the U.S. Securities and Exchange Commission (“SEC”) all
forms pursuant to Sections 13F and 13G of the Exchange Act, with respect to its duties as
are set forth herein. The records relating to the services provided under this Agreement
shall be the property of the Fund.
F.
The Sub-Adviser will, unless and until otherwise directed by the
Investment Adviser, exercise all rights of security holders with respect to securities held
by each Fund, including, but not limited to, voting proxies in accordance with the Sub-
Adviser’s then-current proxy voting policies.
G.
The Sub-Adviser will make available and provide information concerning
the Sub-Adviser required by a Fund in the preparation of its registration statements,
reports and other documents required by federal and state securities laws, and such other
information as the Fund or the Investment Adviser may reasonably request for use in the
preparation of such documents or of other materials necessary or helpful for the
distribution of the Fund’s shares.
H.
In the performance of its duties and obligations under this Agreement, the
Sub-Adviser shall act in conformity with each Fund’s Prospectus and Statement of
Additional Information and with the instructions and directions of the Investment Adviser
and of the Board of Trustees and will comply in all materials respects with the applicable
requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, and all
other applicable federal and state laws and regulations, as each is amended from time to
time.
I.
The Sub-Adviser at its expense will make available to the Trustees and the
Investment Adviser at reasonable times its portfolio managers and other appropriate
personnel, either in person or by telephone, at the mutual convenience of the Investment
Adviser and the Sub-Adviser, in order to review the investment policies, performance and
other investment related information regarding a Fund and to consult with the Trustees of
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the Funds and Investment Adviser regarding each Fund’s investment affairs, including
economic, statistical and investment matters related to the Sub-Adviser’s duties
hereunder. The Sub-Adviser and its personnel shall also cooperate fully with counsel and
auditors for, and the Chief Compliance Officers of, the Investment Adviser and the Trust.
J.
The Sub-Adviser will review draft reports to shareholders and other
documents provided or available to it and provide comments on a timely basis. The
Investment Adviser or the Fund will provide such documents to the Sub-Adviser in a
reasonable timeframe prior to the due date. In addition, the Sub-Adviser and each officer
and portfolio manager thereof designated by the Investment Adviser will provide on a
timely basis such certifications or sub-certifications as the Investment Adviser or the
Fund may reasonably request in order to support and facilitate certifications required to
be provided by the Trust’s Principal Executive Officer and Principal Accounting Officer
in order to satisfy the Trust’s legal and regulatory requirements.
4. COMPENSATION OF THE SUB-ADVISER
The Investment Adviser will pay the Sub-Adviser as compensation for providing
services in accordance with this Agreement those fees as set forth in Appendix B, subject
to the escrow provisions of Section 12. The Investment Adviser and the Sub-Adviser
agree that all fees shall become due and owing to the Sub-Adviser promptly after the
termination date of the Sub-Adviser with respect to any Fund and that the amount of such
fees shall be calculated by treating the termination date as the next fee computation date.
The annual base fee will be prorated for such fees owed through the termination date. In
addition, the Investment Adviser shall be responsible for extraordinary expenses incurred
by the Sub-Adviser in connection with the performance of its duties hereunder, including,
without limitation, expenses incurred with respect to proxy voting execution, advice and
reporting.
5. LIABILITY AND INDEMNIFICATION
A.
Except as may otherwise be provided by the 1940 Act or any other federal
securities law, in the absence of willful misconduct, fraud, reckless disregard or gross
negligence, neither the Sub-Adviser nor any of its officers, affiliates, employees or
consultants (its “Affiliates”) shall be liable for any losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) incurred or suffered by the
Investment Adviser, the Fund or the Trust as a result of any error of judgment or for any
action or inaction taken in good faith by the Sub-Adviser or its Affiliates with respect to
each Fund.
B.
Except as may otherwise be provided by the 1940 Act or any other federal
securities law, the Investment Adviser shall indemnify and hold harmless the Sub-
Adviser, its members, officers, employees, consultants, all affiliated persons thereof
(within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as
described in Section 15 of the Securities Act of 1933, as amended) (collectively, “Sub-
Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) to which any of the Sub-Adviser
Indemnitees may become subject at common law or otherwise, arising out of the Sub-
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Adviser’s action or inaction or based on this Agreement; provided however, the
Investment Adviser shall not indemnify or hold harmless the Sub-Adviser Indemnitees
for any losses, claims, damages, liabilities or litigation (including reasonable legal and
other expenses) due to (i) any breach by the Sub-Adviser of a Sub-Adviser representation
or warranty made in this Agreement, (ii) any willful misconduct, fraud, reckless disregard
or gross negligence of the Sub-Adviser in the performance of any of its duties or
obligations under this Agreement, or (iii) any untrue statement of a material fact
contained in a Fund’s Prospectus or Statement of Additional Information, proxy
materials, advertisements or sales literature, if such statement was made in reliance upon
information furnished to the Investment Adviser by the Sub-Adviser in writing and
intended for use therein.
C.
Except as may otherwise be provided by the 1940 Act or any other federal
securities law, the Investment Adviser and the Sub-Adviser shall each, severally and not
jointly, indemnify and hold harmless the Fund and the Trust, their officers, employees,
consultants, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the
0000 Xxx) and all controlling persons (as described in Section 15 of the Securities Act of
1933, as amended) (collectively, “Fund Indemnitees”) against any and all losses, claims,
damages, liabilities or litigation (including reasonable legal and other expenses) to which
any of the Fund Indemnitees may become subject at common law or otherwise, arising
out of the Investment Adviser’s or the Sub-Adviser’s, as applicable, willful misconduct,
fraud, reckless disregard or gross negligence in carrying out its obligations under this
Agreement.
D.
Notwithstanding anything in this Agreement to the contrary contained
herein, the Sub-Adviser shall not be responsible or liable for its failure to perform under
this Agreement or for any losses to the Investment Adviser or the Trust resulting from
any event beyond the reasonable control of the Sub-Adviser or its agents, including but
not limited to nationalization, expropriation, devaluation, seizure or similar action by any
governmental authority, de facto or de jure; or enactment, promulgation, imposition or
enforcement by any such governmental authority of currency restrictions, exchange
controls, levies or other charges affecting the Trust’s property; or the breakdown, failure
or malfunction of any utilities or telecommunications systems; or any order or regulation
of any banking or securities industry including changes in market rules and market
conditions affecting the execution or settlement of transactions; or acts of war, terrorism,
insurrection or revolution; or acts of God, or any other similar event.
E.
No Trustee or shareholder of the Trust shall be personally liable for any
debts, liabilities, obligations or expenses incurred by, or contracted for under this
Agreement.
6. REPRESENTATIONS OF THE INVESTMENT ADVISER
The Investment Adviser represents and warrants to the Trust and the Sub-Adviser
that:
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A.
The Investment Adviser has been duly authorized by the Trustees of the
Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as
contemplated hereby.
B.
The Investment Adviser has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser
with a copy of such code of ethics.
C.
The Investment Adviser (i) is registered as an investment adviser under
the Advisers Act and will continue to be so registered for so long as this Agreement
remains in effect, (ii) is not prohibited by the 1940 Act, the Advisers Act or other
applicable law, regulation or order from performing the services contemplated by this
Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement
is in effect, any other applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory agency necessary to be met in
order to perform the services contemplated by this Agreement, (iv) has the full power and
authority to enter into and perform the services contemplated by this Agreement, and (v)
will promptly notify the Sub-Adviser of the occurrence of any event that would
disqualify the Investment Adviser from serving as investment manager of an investment
company pursuant to Section 9(a) of the 1940 Act or otherwise.
D.
The Investment Adviser acknowledges receipt of Part 2 of the Sub-
Adviser’s Form ADV at least forty-eight (48) hours prior to entering into this Agreement,
as required by Rule 204-3 under the Advisers Act.
E.
The Investment Adviser shall provide (or cause the Trust’s custodian to
provide) timely information to the Sub-Adviser regarding such matters as the
composition to assets in the portion of each Fund managed by the Sub-Adviser, cash
requirements and cash available for investment in such portion of each such Fund, and all
other information as may be reasonably necessary for the Sub-Adviser to perform its
duties hereunder.
E.
This Agreement is a valid and binding Agreement of the Investment
Adviser, enforceable against it in accordance with the terms hereof.
7. REPRESENTATIONS OF THE TRUST
The Trust represents and warrants to the Investment Adviser and the Sub-Adviser
as follows:
A.
The Fund is a series of the Trust that is duly registered as an open-end
investment company under the 0000 Xxx.
B.
The execution, delivery and performance by the Trust of this Agreement
are within the Trust’s powers and have been duly authorized by all necessary action on
the part of its Board of Trustees, and no action by or in respect of, or filing with, any
governmental body, agency or official is required on the part of the Trust for the
execution, delivery and performance by the Trust of this Agreement.
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C.
The execution, delivery and performance by the Trust of this Agreement
do not contravene or constitute a default under (i) any provision of applicable law, rule or
regulation, (ii) the Trust’s Trust Instrument, or (iii) any agreement, judgment, injunction,
order, decree or other instrument binding upon the Trust.
D.
The Trust has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide the Investment Adviser
and the Sub-Adviser with a copy of such code of ethics.
E.
This Agreement is a valid and binding Agreement of the Trust,
enforceable against it in accordance with the terms hereof.
8. REPRESENTATIONS OF THE SUB-ADVISER
The Sub-Adviser represents and warrants to the Investment Adviser and the Trust
as follows:
A.
The Sub-Adviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this Agreement remains
in effect, (ii) is not prohibited by the 1940 Act, the Advisers Act or other applicable law,
regulation or order from performing the services contemplated by this Agreement, (iii)
has met and will seek to continue to meet for so long as this Agreement remains in effect,
any other applicable federal or state requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency necessary to be met in order to perform the
services contemplated by this Agreement, (iv) has the full power and authority to enter
into and perform the services contemplated by this Agreement, and (v) will promptly
notify the Investment Adviser of the occurrence of any event that would disqualify the
Sub-Adviser from serving as an investment adviser of an investment company pursuant
to Section 9(a) of the 1940 Act or otherwise.
B.
The Sub-Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act
and will provide the Investment Adviser and the Trust with a copy of such code of ethics,
together with evidence of its adoption. Within forty-five (45) days of the end of the last
calendar quarter of each year that this Agreement is in effect, and as otherwise requested,
the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-
Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the
previous year and that there has been no material violation of the Sub-Adviser’s code of
ethics or, if such a material violation has occurred, that appropriate action was taken in
response to such violation. Upon the written request of the Investment Adviser or the
Trust, the Sub-Adviser shall permit the Investment Adviser or the Trust, their employees
or their agents to examine the reports required to be made to the Sub-Adviser by Rule
17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s code
of ethics.
C.
Upon written request, the Sub-Adviser shall provide a certification to the
Fund’s Chief Compliance Officer (“CCO”) to the effect that the Sub-Adviser has adopted
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and implemented policies and procedures reasonably designed to prevent violation by the
Sub-Adviser and its supervised persons of the Advisers Act.
D.
The Sub-Adviser agrees to maintain an appropriate level of errors and
omissions or professional liability insurance coverage.
E.
The Sub-Adviser acknowledges that the Investment Adviser and the Trust
intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940
Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if
any, (ii) other sub-advisers to any other fund of the Trust, or (iii) other sub-advisers to an
investment company under common control with any Fund, concerning transactions for a
Fund in securities or other assets.
F.
This Agreement is a valid and binding Agreement of the Sub-Adviser,
enforceable against it in accordance with the terms hereof.
9. NON-EXCLUSIVITY
The services of the Sub-Adviser to the Investment Adviser, the Fund(s) and the
Trust are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render
investment advisory or other services to others and to engage in other activities. It is
understood and agreed that the directors, officers and employees of the Sub-Adviser are
not prohibited from engaging in any other business activity or from rendering services to
any other person, or from serving as partners, officers, directors, trustees or employees of
any other firm or corporation.
10. SUPPLEMENTAL ARRANGEMENTS
The Sub-Adviser may from time to time employ or associate itself with any
person it believes to be particularly suited to assist it in providing the services to be
performed by the Sub-Adviser hereunder, provided that no such person shall perform any
services with respect to the Fund(s) that would constitute an assignment or require a
written advisory agreement pursuant to the 1940 Act. Any compensation payable to such
persons shall be the sole responsibility of the Sub-Adviser, and neither the Investment
Adviser nor the Trust shall have any obligations with respect thereto or otherwise arising
under this Agreement.
11. TERMINATION OF AGREEMENT
This Agreement shall remain in force for a term of one hundred and fifty (150) days
from the date of its execution (the “Term”). During the Term, this Agreement may be
terminated: (a) at any time without the payment of any penalty, by the Board, or by vote
of a majority of the outstanding voting securities of the Fund on ten (10) calendar days’
written notice to the Investment Adviser, (b) by the Investment Adviser on sixty (60)
calendar days’ written notice to the Sub-Adviser; or (c) by the Sub-Adviser upon sixty
(60) calendar days’ written notice to the Investment Adviser. This Agreement shall
automatically terminate without the payment of any penalty (i) upon the execution of the
New Sub-Advisory Agreement, provided that shareholder approval for the New Sub-
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Advisory Agreement shall have been obtained in accordance with the requirements of the
1940 Act; (ii) in the event the Investment Advisory Agreement between the Investment
Adviser and the Trust is assigned (as defined in the 0000 Xxx) or terminates for any other
reason; or (iii) in the event of its assignment. This Agreement will also terminate upon
written notice to another party that the other party is in material breach of this
Agreement, unless the other party in material breach of this Agreement cures such breach
to the reasonable satisfaction of the party alleging the breach within thirty (30) days after
written notice.
12.
ESCROW OF COMPENSATION
Compensation earned by the Sub-Adviser under this Agreement, including
interest thereon, shall be held in an interest-bearing escrow account with the Trust’s then-
current custodian (the “Escrowed Compensation”). In addition, the parties further agree
to the following:
(a)
upon approval of the New Sub-Advisory Agreement by the shareholders of
the Fund in accordance with the requirements of the 1940 Act, all Escrowed
Compensation shall be paid to the Sub-Adviser.
(b)
if the shareholders of the Fund do not approve the New Sub-Advisory
Agreement in accordance with the requirements of the 1940 Act prior to the conclusion
of the Term, the Sub-Adviser shall, upon conclusion of the Term, be paid the lesser of the
following amounts out of the Escrowed Compensation:
(i)
the amount of all reasonable costs incurred by the Sub-Adviser in
performing its obligations under this Agreement, plus interest on such amount; or
(ii)
the total Escrowed Compensation.
13. AMENDMENTS TO THE AGREEMENT
Except to the extent permitted by the 1940 Act or the rules or regulations
thereunder or pursuant to exemptive relief granted by the SEC, this Agreement may be
amended by the parties with respect to any Fund only if such amendment, if material, is
specifically approved by the vote of a majority of the outstanding voting securities of
such Fund (unless such approval is not required by Section 15 of the 1940 Act as
interpreted by the SEC or its staff or unless the SEC has granted an exemption from such
approval requirement) and by the vote of a majority of the Trustees who are not
interested persons, cast in person at a meeting called for the purpose of voting on such
approval. The required shareholder approval shall be effective with respect to the Fund if
a majority of the outstanding voting securities of the Fund vote to approve the
amendment, notwithstanding that the amendment may not have been approved by a
majority of the outstanding voting securities of any other Fund affected by the
amendment or all the Funds of the Trust. Additional funds may be added to Appendix A
by written agreement of the Investment Adviser, the Trust and the Sub-Adviser.
14. ASSIGNMENT
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The Sub-Adviser shall not assign this Agreement. Any assignment (as that term
is defined in the 0000 Xxx) of this Agreement shall result in the automatic termination of
this Agreement, as provided in Section 11 hereof. Notwithstanding the foregoing, no
assignment shall be deemed to result from any changes in the directors, officers or
employees of the Sub-Adviser except as may be provided to the contrary in the 1940 Act
or the rules or regulations thereunder.
15. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the parties
with respect to the Fund.
16. HEADINGS
The headings in the sections of this Agreement are inserted for convenience of
reference only and shall not constitute a part hereof.
17. NOTICES
All notices required to be given pursuant to this Agreement shall be delivered or
mailed to the address listed below of each applicable party (i) in person, (ii) by registered
or certified mail, or (iii) delivery service, providing the sender with notice of receipt, or to
such other address as specified in a notice duly given to the other parties. Notice shall be
deemed given on the date delivered if sent in accordance with this paragraph.
For:
Sub-Adviser:
CoreCommodity Management, LLC
The Metro Center
Xxx Xxxxxxx Xxxxx, Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Attn: Satyana Xxxxx Xxxxx
With a copy to:
CoreCommodity Management, LLC
The Metro Center
Xxx Xxxxxxx Xxxxx, Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Attn: General Counsel
For:
Investment Adviser:
ALPS Advisors, Inc.
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attn: General Counsel
For:
Trust:
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0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attn: Secretary
18. SEVERABILITY AND SURVIVAL
Should any portion of this Agreement for any reason be held to be void in law or
in equity with respect to a Fund, this Agreement shall be construed, insofar as is possible,
as if such portion had never been contained herein with respect to such Fund. Sections 5,
17 and 20 shall survive the termination of this Agreement.
19.GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in accordance
with the laws of the State of Delaware, without regard to the conflicts of laws provisions
of that state, or any of the applicable provisions of the 1940 Act. To the extent that the
laws of the State of Delaware, or any of the provisions in this Agreement, conflict with
applicable provisions of the 1940 Act, the latter shall control.
20. INTERPRETATION
Any question of interpretation of any term or provision of this Agreement having
a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the 1940 Act and to interpretations
thereof, if any, by the United States courts or, in the absence of any controlling decision
of any such court, by rules, regulations or orders of the SEC validly issued pursuant to the
1940 Act. Specifically, the terms “vote of a majority of the outstanding voting
securities,” “interested persons,” “assignment” and “affiliated persons,” as used herein,
shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition,
where the effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is relaxed by a rule, regulation or order of the SEC, whether of special or of
general application, such provision shall be deemed to incorporate the effect of such rule,
regulation or order.
21. CONFIDENTIALITY
Each party shall treat as confidential all Confidential Information of the other (as
that term is defined below) and use such information only in furtherance of the purposes
of this Agreement. Each party shall limit access to the Confidential Information to its
affiliates, employees, consultants, auditors and regulators who reasonably require access
to such Confidential Information, and otherwise maintain policies and procedures
designed to prevent disclosure of the Confidential Information. For purposes of this
Agreement, Confidential Information shall include all non-public business and financial
information, methods, plans, techniques, processes, documents and trade secrets of a
party. Confidential Information shall not include anything that (i) is or lawfully becomes
in the public domain, other than as a result of a breach of an obligation hereunder, (ii) is
furnished to the applicable party by a third party having a lawful right to do so, or
(iii) was known to the applicable party at the time of the disclosure.
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22. COUNTERPARTS
This Agreement may be executed in counterparts each of which shall be deemed
to be an original and all of which, taken together, shall be deemed to constitute one and
the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first mentioned above.
ALPS ADVISORS, INC.
CORECOMMODITY MANAGEMENT,
LLC
By:
By:
Name:
Name:
Title:
Title:
on behalf of the Funds set forth on
Appendix A
By:
Name:
Title:
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APPENDIX A
ALPS/CoreCommodity Management CompleteCommodities Strategy Fund
APPENDIX B
In consideration for the services to be performed under this Agreement, the Sub-Adviser
shall receive from the Investment Adviser a portion of the management fee paid by the
Trust to the Investment Adviser under the Investment Advisory Agreement, payable
monthly and accrued daily in an amount equal to 0.75% of the Fund’s daily net assets
during the month.
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