AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
April 15, 1997
ALPS Mutual Funds Services, Inc.
000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Dear Sirs:
Financial Investors Trust, a Massachusetts 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 U.S. Treasury Money
Market Fund, U.S. Government Money Market Fund and any other fund to be offered
by the Trust designated by the parties hereto and made subject to this Agreement
(each, a "Fund" and collectively, "the "Funds") by investing and reinvesting the
same in investments of the type and in accordance with the limitations specified
within each 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;
AND WHEREAS, the Trust desires to employ ALPS as its administrator for the
Funds;
AND WHEREAS, the Trust and ALPS wish to amend and restate their Administration
Agreement dated as of March 15, 1994 to clarify that the calculation of fees
hereunder shall be determined by computing the assets of each Fund subject to
this Agreement separately from each other Fund and deriving the fee therefore
separately for each Fund rather than on an aggregate basis;
NOW THEREFORE, 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
and 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 Trust of all federal and state tax returns and required tax
filings other than those required to be made by the Trust's custodian; (e)
prepare compliance filings pursuant to state securities laws with the advice of
the Trust's counsel; (f) assist to the extent requested by the Trust with the
Trust's preparation of Annual and Semi-Annual
Reports to the Funds shareholders and Registration Statements for the Funds (on
Form N-1A or any replacement therefor); (g) monitor the Fund's expense accruals
and pay all expenses on proper authorization from the Funds; (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
Fund's fidelity bonds as required by the 1940 Act; (j) monitor compliance with
the policies and limitations of each fund as set forth in the Prospectus,
Statement of Additional Information, Code of Regulations and Declaration of
Trust; and (k) generally assist in the Fund's operations; (l) perform fund
accounting and pricing as set out in the "Bookkeeping and Pricing Agreement";
(m) perform Transfer Agency as set out in the "Transfer Agency Agreement" and
800-line servicing; (n) Monitor the costs and coordinate custodial services as
performed by a bank contracted by ALPS; (o) cover the costs of external audit
and tax work performed by one of the "big six" accounting firms determined by
ALPS; (p) monitor and pay Securities and Exchange Commission registration fees;
(q) all costs involved with the coordination and printing of the Prospectus,
Semi-Annual Report, Annual Report, the Statement of Additional Information and
the account applications; (r) payment of trustee fees up to a maximum amount of
$36,000 per year. (Xxx Xxxxxxxxx will serve as trustee at no compensation.
Xxxxxxx Xxxxxx will serve as an officer of the Trust as Vice President, also at
no cost to the Fund.); (s) coordinate and pay for fund ratings, provided by two
of the major ratings agencies; (t) provide NASD licensing and training to the
Financial Investors Trust mutual fund sales force (u) act as principal
underwriter and distributor of the Fund's securities pursuant to a Distribution
Agreement. The selected sales force is subject to review and approval by ALPS.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
ALPS hereby agrees that all records which it maintains for each 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. FEES; DELEGATION; EXPENSES
In consideration of services rendered pursuant to this Agreement, the
Bookkeeping and Pricing Agreement, the Transfer Agency Agreement, the Custodian
Contract, and all other services described herein, each Fund will pay ALPS a
fee, computed daily and payable monthly, at the annual rate of .18% of the first
$500 million average daily net assets of each Fund. The next $500 million will
be at a rate of .15% of the average daily net assets and .12% of the average
daily net assets in excess of $1 billion. At all times ALPS' fee will be no
less than $62,500 per month commencing and due as of the commencement of the
Trust. The minimum annual fee will increase by $7,500 per month for each
additional Fund or class of shares in the Trust. Net asset value shall be
computed in accordance with the Fund's Prospectus and resolutions of the Trust's
Board of Trustees. The fee for the period from the day of the month of this
Agreement is entered into 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.
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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.
ALPS will bear all expenses in connection with the performance of its
services under this Agreement and all related agreements, except as otherwise
provided herein. ALPS will not bear any of the costs of Financial Investors
personnel, except with regard to licensing and training Financial Investors
mutual fund sales staff, as outlined above. Other expenses to be incurred in
the operation of the Funds, including organizational expenses, taxes, interest,
brokerage fees and commissions, state Blue Sky qualification fees, advisory
fees, insurance premiums, fidelity bond, Trust and Advisory related legal
expenses, costs of maintenance of corporate existence, travel and entertainment
expenses for Trustees in excess of $36,000, shall be borne by the Trust.
3. 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 Funds (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.
4. 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.
5. TERM
This Agreement shall become effective the earlier of the commencement
of Fund operations or March 15, 1997, and unless sooner terminated as provided
herein, shall continue until March 15, 1997 (the "Initial Term"). Thereafter,
this Agreement shall continue automatically with respect to the Trust for
successive annual periods ending August 31 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), and PROVIDED further that in either
event such continuance is also approved by a majority of the Trust's
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Trustees who are not interested person's (as defined in the 0000 Xxx) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. 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
day notice by the Trust's Board of Trustees or by vote of a majority of the
outstanding voting securities of such Fund (as defined by the 1940 Act). After
the Initial Term, this Agreement may be terminated without cause or respect to a
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
such Fund, or by ALPS, on not less than ninety days 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, which substantially impairs the performance of ALPS' obligations and
duties hereunder.
6. GOVERNING LAW: State of Colorado
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.
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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 February 23, 1994 which is hereby referred to and a copy of which is
on file at the office of the Secretary of State of the Commonwealth of
Massachusetts 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.
Very Truly Yours,
FINANCIAL INVESTORS TRUST
By
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Name: W. Xxxxxx Xxxxxxxxx
Title: Chairman
Accepted:
ALPS MUTUAL FUNDS SERVICES, INC.
By
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Name: Xxxxxxx Xxxxxx
Title: Vice President
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