ADMINISTRATION AGREEMENT
September 19, 2001
ALPS Mutual Funds Services, Inc.
000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Dear Sirs:
Financial Investors Trust, a Delaware business trust (the "Trust"),
herewith confirms its agreement with ALPS Mutual Funds Services, Inc. ("ALPS")
as follows:
WHEREAS, the Trust desires to employ the capital of its United Association S&P
500 Index Fund to be offered by the Trust designated by the parties hereto and
made subject to this Agreement (the "Fund") by investing and reinvesting the
same in investments of the type and in accordance with the limitations specified
within the Fund's Prospectus and Statement of Additional Information as from
time to time in effect, copies of which have been or will be submitted to ALPS,
and resolutions of the Trust's Board of Trustees;
WHEREAS, the Trust desires to employ ALPS as its administrator for the Fund;
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the
parties hereto agree as follows:
1. SERVICES AS ADMINISTRATOR
Subject to the direction and control of the Board of Trustees of the
Trust, ALPS will: (a) assist in maintaining office facilities (which may be in
the offices of ALPS or a corporate affiliate but shall be in such location as
the Trust and ALPS shall reasonably determine); (b) furnish clerical services,
stationery and office supplies; (c) compile data for and prepare with respect to
the Funds' timely Notices to the Securities and Exchange Commission required
pursuant to Rule 24f-2 under the Investment Company Act of 1940 (the "1940 Act")
and Semi-Annual Reports on Form N-SAR; (d) coordinate execution and filing by
the Fund of all federal and state tax returns and required tax filings other
than those required to be made by the Fund's custodian; (e) prepare compliance
filings pursuant to state securities laws with the advice of the Trust's
counsel; (f) coordinate the preparation of Annual and Semi-Annual Reports to the
Fund's shareholders and Registration Statements for the Fund (on Form N-1A or
any replacement therefor); (g) monitor the Fund's expense accruals and direct
payment of all fund expenses on proper authorization from the Fund; (h) monitor
the Fund's status as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended from time to time; (i) maintain the
Trust's fidelity bond as required by the 1940 Act; (j) on a monthly basis,
monitor compliance with the policies and limitations of the Fund, as set forth
in the Prospectus, Statement of Additional Information, and Declaration of
Trust; (k) perform fund accounting and pricing as set out in the "Bookkeeping
and Pricing Agreement"; (l) perform Transfer Agency as set out in the "Transfer
Agency Agreement" and 800-line servicing; (m) cover the costs of external audit
and tax work performed by an accounting firm determined by ALPS; (n) monitor and
cover the costs of Securities and Exchange Commission registration fees; (o)
cover all costs and coordinate printing of the Prospectus, Semi-Annual Report,
Annual Report, the Statement of Additional Information and the account
applications; and (p) perform coporate secretarial services.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
ALPS hereby agrees that all records which it maintains for the Fund are the
property of the Trust and further agrees to surrender promptly to the Trust any
of such records upon the Trust's request. ALPS further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records required to
be maintained by Rule 31a-1 under the 1940 Act.
2. EXPENSES OF THE TRUST
It is understood that ALPS will pay all of the Trust's expenses other
than those expressly stated to be payable by the Trust hereunder. The expenses
payable by the Trust shall include: (i) advisory fees; (ii) custody fees; (iii)
interest and taxes; (iv) Trustees Fees; (v) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or proceedings
to which the Trust is a party and the legal obligation which the Trust is a
party; and (vi) fees and expenses of the Trust pursuant to a plan adopted by the
Trust under Rule 12b-1 of the 1940 Act.
3. FEES; DELEGATION; EXPENSES
In consideration of services rendered pursuant to this Agreement, the
Bookkeeping and Pricing Agreement, the Transfer Agency Agreement, and all other
services described herein, the Fund will pay ALPS a fee, computed daily and
payable monthly, at the following annual rate of average daily net assets of the
Fund:
First $500 Million .12%
Next $500 Million .085%
Next $1.5 Billion .06%
In Excess of $2.5 Billion .04%
The fee for the period from the day of the month that the Fund begins
operations, until the end of that month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.
ALPS will from time to time employ or associate itself with such person
or persons or organizations as ALPS may believe to be desirable in the
performance of its duties. Such person or persons may be officers and employees
who are employed by both ALPS and the Trust. The compensation of such person or
persons or organizations shall be paid by ALPS and no obligation shall be
incurred on behalf of a Fund in such respect.
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4. PROPRIETARY AND CONFIDENTIAL INFORMATION
ALPS agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records and other
information relative to the Fund (and clients of said shareholders), and not to
use such record and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where ALPS may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the Trust.
5. LIMITATION OF LIABILITY
ALPS shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Trust in connection with the matters to which this
Agreement and the other agreements referred to in paragraph two relates, except
for a loss resulting from willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement.
6. TERM
This Agreement shall become effective on September 19, 2001, and unless
sooner terminated as provided herein, shall continue until September 18, 2002
(the "Initial Term"). Thereafter, this Agreement shall continue automatically
with respect to the Trust for successive annual periods ending September 18 of
each year, PROVIDED such continuance is specifically approved at least annually
(i) by the Trust's Board of Trustees or (ii) by a vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act). During
the Initial Term, the performance of ALPS' obligations and duties as
Administrator shall be specifically reviewed at least annually by the Trust's
Board of Trustees. During the Initial Term, this Agreement may be terminated
with respect to a Fund, without penalty, solely by agreement of the parties or
for cause (as defined below) on not less than ninety days written notice by the
Trust's Board of Trustees or by vote of a majority of the outstanding voting
securities of the Fund (as defined by the 1940 Act). After the Initial Term,
this Agreement may be terminated without cause or respect to the Fund and
without penalty, by the Trust's Board of Trustees, by a vote of a majority (as
defined in the 0000 Xxx) of the outstanding voting securities of the Fund, or by
ALPS, on not less than ninety days written notice.
Termination for "cause" for the Initial Term shall mean:
(i) willful misfeasance, bad faith, gross negligence, abandonment, or
reckless disregard on the part of ALPS with respect to its obligations and
duties hereunder;
(ii) regulatory, administrative, or judicial proceedings against ALPS
which result in a determination that it has violated any rule, regulation,
order, or law and which in the reasonable judgement of the Trust's Board of
Trustees, including a majority of the Trust's Trustees who are not interested
persons (as defined in the 0000 Xxx) of any party to this Agreement, which
substantially impairs the performance of ALPS' obligations and duties hereunder;
(iii) financial difficulties on the part of ALPS which are evidenced by
the authorization or commencement of, or involvement by way of pleading, answer,
consent, or acquiescence in, a voluntary or involuntary case under title 11 of
the United States Code, as from time to time in effect, or any applicable law
other than said Title 11, of any jurisdiction relating to the liquidation or
reorganization of debtors or to the modification or alteration of the rights of
creditors;
(iv) any other circumstance which in the reasonable judgement of the
Trust's Board of Trustees, including a majority of the Trust's Trustees who are
not interested persons (as defined in the 0000 Xxx) of any party to this
Agreement, substantially impairs the performance of ALPS' obligations and duties
hereunder.
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6. GOVERNING LAW:
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of
Colorado without regard to conflicts
of law principles.
7. OTHER PROVISIONS
The Trust recognizes that from time to time directors, officers and
employees of ALPS may serve as directors, officers and employees of other
corporations or business trusts (including other investment companies) and that
such other corporations and trusts may include ALPS as part of their name and
that ALPS or its affiliates may enter into administration or other agreements
with such other corporations and trusts.
The names "
Financial Investors Trust" and "Trustees of
Financial
Investors Trust" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time under a
Declaration of Trust dated November 30, 1993 which is hereby referred to and a
copy of which is on file at the office of the Secretary of State of the State of
Delaware and the principal office of the Trust. The obligations of "
Financial
Investors Trust" entered into in the name or on behalf thereof by any of its
trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the trustees, shareholders, or
representatives of the Trust personally, but bind only the Trust property, and
all persons dealing with any class of shares of the Trust must look solely to
the Trust property belonging to such class for the enforcement of any claims
against the Trust.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
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Very Truly Yours,
FINANCIAL INVESTORS TRUST
By
---------------------------
Name: Xxxxxx X. May
Title: Treasurer
Accepted:
ALPS MUTUAL FUNDS SERVICES, INC.
By
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
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