AMENDED AND RESTATED
BOOKKEEPING AND PRICING AGREEMENT
Between
FINANCIAL INVESTORS TRUST
and
ALPS MUTUAL FUNDS SERVICES, INC.
BOOKKEEPING AND PRICING AGREEMENT
AGREEMENT made this ______ day of _________, 2000 between FINANCIAL
INVESTORS Trust, a Delaware business trust having its principal office at 000
Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (the "Trust") and ALPS
MUTUAL FUNDS SERVICES, INC., a Colorado corporation having its principal office
at 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (the "Agent").
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940 which presently offers
shares in separate series, as described in Appendix A to this Agreement, (herein
referred to individually as a "Portfolio" and collectively as the "Portfolios");
and
WHEREAS, the Trust desires to appoint the Agent as agent to perform
certain bookkeeping and pricing services for the Portfolios on behalf of the
Trust, and the Agent has indicated its willingness to so act, subject to the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereto agree as follows:
1. AGENT APPOINTED BOOKKEEPING AND PRICING AGENT. The Trust hereby appoints
the Agent as bookkeeping and pricing agent for the Portfolios and the
Agent agrees to provide the services contemplated herein upon the terms
and conditions hereinafter set forth.
2. DEFINITIONS. In this Agreement the terms below have the following
meanings:
(a) AUTHORIZED PERSON. Authorized Person means any of the persons duly
authorized to give Proper Instructions or otherwise act on behalf
of the Trust by appropriate resolution of the Board of Trustees of
the Trust. The Trust will at all times maintain on file with the
Agent certification, in such form as may be acceptable to the
Agent, of (i) the names and signatures of the Authorized Person(s)
and (ii) the names of the members of the Board of Trustees of the
Trust, it being understood that upon the occurrence of any change
in the information set forth in the most recent certification on
file (including without limitation any person named in the most
recent certification who is no longer an Authorized Person as
designated therein), the Trust will provide a new or amended
certification setting forth the change. The Agent will be entitled
to rely upon any Proper Instruction (defined below) which has been
signed by person(s) named in the most recent certification.
(b) PROPER INSTRUCTIONS. Proper Instructions means any request,
instruction or certification signed by one or more Authorized
Persons. Oral instructions will be considered Proper Instructions
if the Agent reasonably believes them to have been given by an
Authorized Person and they are confirmed in writing. Proper
Instructions may include communication effected directly between
electromechanical or electronic devices as agreed upon by the
parties hereto.
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3. DUTIES OF THE AGENT. The Agent agrees to provide or to arrange to provide
at its expense the following services for the Trust:
(a) Maintain separate accounts for the Portfolios, all as directed
from time to time by Proper Instructions;
(b) Timely calculate and transmit to NASDAQ if eligible each
Portfolio's daily net asset value and public offering price (such
determinations to be made in accordance with the provisions of the
Declaration of Trust and the appropriate prospectus and statement
of additional information relating to the Portfolios, and any
applicable resolutions of the Board of Trustees of the Trust) and
promptly communicate such values and prices to the Portfolios and
the Portfolios' transfer agent;
(c) Maintain and keep current all books and records of the Fund as
required by Section 31 of the 1940 Act and the rules promulgated
thereunder ("Section 31") in connection with the Agent's duties
hereunder. The Agent shall comply with all laws, rules and
regulations applicable to the performance of its obligations
hereunder. Without limiting the generality of the foregoing, the
Agent will prepare and maintain the following records upon receipt
of information in proper form from Authorized Persons of the
Trust:
(i) Cash receipts journal
(ii) Cash disbursements journal
(iii) Dividend records
(iv) Purchase and sales - portfolio securities journals
(v) Subscription and redemption journals
(vi) Security ledgers
(vii) Broker ledgers
(viii) General ledger
(ix) Daily expense accruals
(x) Daily income accruals
(xi) Securities and monies borrowed or loaned and collateral
therefore
(xii) Foreign currency journals
(xiii) Trial balances
(d) Provide the Trust and its investment adviser(s) with daily
portfolio values, net asset values and other statistical data for
each Portfolio as requested from time to time.
(e) Compute the net income, exempt interest income and capital gains
of the Portfolio for dividend purposes in accordance with relevant
prospectus policies and resolutions of the Board of Trustees of
the Trust.
(f) Provide the Portfolio and its investment adviser(s) with copies of
the semi-annual and annual financial statements to be furnished to
shareholders of each Portfolio and all raw financial data
necessary for the timely preparation of tax returns, Form N-SAR,
prospectus updates, Rule 24f-2 filings and proxy statements.
(g) Provide facilities to accommodate annual audits and any audits or
examinations conducted by the Securities and Exchange Commission
or other governmental entities.
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(h) Provide audited financial statements regarding the Agent on an
annual basis, as requested. Such audits shall be conducted by an
independent accounting firm mutually agreed upon by the Agent and
the Trust.
(i) Furnish to the Trust at the end of every month, and at the close
of each quarter of the Trust's fiscal year, a list of the
portfolio securities and the aggregate amount of cash in the
Portfolios.
(j) Assist in the preparation of certain reports, audits of accounts,
and other matters of like nature, as reasonably requested from
time to time by the Trust.
The Agent shall for all purposes be deemed to be an independent
contractor and shall, unless otherwise expressly authorized, have no
authority to act for or represent the Fund in any way or otherwise be
deemed an agent of the Trust.
4. SUBCONTRACTORS. It is understood that the Agent may from time to time at
its own expense delegate the performance of all or a portion of its
obligations under this Agreement to one or more persons (hereinafter
"subcontractor(s)") as the Agent may believe to be particularly fit to
assist it in the performance of this Agreement. The Agent shall provide
oversight over any subcontractor(s) who shall in turn provide services
pursuant to an agreement with the Agent approved by a resolution of the
Board of Trustees of the Trust.
5. INSTRUCTIONS TO THE AGENT. The Agent shall promptly take all appropriate
steps necessary to carry out or comply with any Proper Instructions
received from the Trust.
6. AGENT COMPENSATION. In consideration for the services to be performed by
the Agent, the Agent shall be entitled to receive from the Fund such
compensation as set forth in the Administration Agreement.
7. LIABILITY OF THE AGENT.
(a) The Agent may rely upon the written advice of counsel for the
Trust and the Trust's independent accountants, and upon oral or
written statements of brokers and other persons reasonably
believed by the Agent in good faith to be an expert in the matters
upon which they are consulted and, for any actions reasonably
taken in good faith reliance upon such advice or statements and
without gross negligence, the Agent shall not be liable to anyone.
(b) Nothing herein contained shall be construed to protect the Agent
against any liability to the Trust or its security holders to
which the Agent would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
its duties.
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(c) Except as may otherwise be provided by applicable law, neither the
Agent nor its shareholders, officers, directors, employees or
agents shall be subject to, and the Trust shall indemnify and hold
such persons harmless from and against, any liability for and any
damages, expenses or losses incurred by reason of the inaccuracy
of factual information furnished to the Agent or any
subcontractor(s) by an Authorized Person of the Fund.
(d) The Agent shall ensure that it or any subcontractors have and
maintain Errors and Omissions Insurance for the services rendered
under this Agreement of at least S1 million (provided the Board of
Trustees of the Trust may by resolution approve some lesser
amount). The Agent shall provide to the Trust annually a
certificate from the appropriate errors and omissions insurance
carrier(s) certifying that such Errors and Omissions Insurance is
in full force and effect.
8. REPORTS. Whenever, in the course of performing its duties under this
Agreement, the Agent determines, on the basis of information supplied to
the Agent by the Trust or its authorized agents, that a violation of
applicable law has occurred or that, to its knowledge, a possible
violation of applicable law may have occurred or, with the passage of
time, would occur, the Agent shall promptly notify the Trust and its
counsel.
9. ACTIVITIES OF THE AGENT. The services of the Agent under this Agreement
are not to be deemed exclusive, and the Agent shall be free to render
similar services to others so long as its services hereunder are not
impaired thereby.
10. ACCOUNTS AND RECORDS. The accounts and records maintained by the Agent
shall be the property of the Trust, and shall be surrendered to the Trust
promptly upon receipt of Proper Instructions from the Trust in the form
in which such accounts and records have been maintained or preserved. The
Agent agrees to maintain a back-up set of accounts and records of the
Trust (which back-up set shall be updated on at least a weekly basis) at
a location other than that where the original accounts and records are
stored. The Agent shall assist the Trust, the Trust's independent
auditors, or, upon approval of the Trust, any regulatory body, in any
requested review of the Trust by the Agent or its independent accountants
concerning its accounting system and internal auditing controls will be
open to such entities for audit or inspection upon reasonable request.
There shall be no additional fee for these services. The Agent shall
preserve the accounts and records, as they are required to be maintained
and preserved by Section 31 of the Investment Company Act of 1940.
11. CONFIDENTIALITY. The Agent agrees that it will, on behalf of itself and
its officers and employees, treat all transactions contemplated by this
Agreement, and all other information germane thereto, as confidential and
not to be disclosed to any person except as may be authorized by the
Trust in Proper Instructions.
12. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall become
effective as of the date hereof. Notwithstanding anything to the contrary
in this Agreement, the Agent may not terminate this Agreement prior to
the later of: (i) the expiration of the initial or any renewal term of
the Administration Agreement; or (ii) the effectiveness of any
termination notice pursuant to the Administration Agreement.
Upon termination of this Agreement, the Agent shall deliver to the Trust
or as otherwise
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directed in Proper Instructions (at the expense of the Fund, unless such
termination is for breach of this Agreement by the Agent) all records and
other documents made or accumulated in the performance of its duties or
the duties of any subcontractor(s) for the Trust hereunder.
13. ASSIGNMENT. This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Trust without
the prior written consent of the Agent, or by the Agent without the prior
written consent of the Trust.
14. GOVERNING LAW. The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the state of Colorado and the
1940 Act and the rules thereunder. To the extent that the laws of
Colorado conflict with the 1940 Act or such rules, the latter shall
control.
15. NAMES. 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 the Declaration of Trust dated Feb. 23, 1994 and as may be amended
from time to time which is hereby referred to and a copy of which is on
file at the office of the Secretary 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 the
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.
16. AMENDMENTS TO THIS AGREEMENT. No change, amendment, modification or
waiver of any term of this Agreement shall be valid unless it is in
writing and signed by both parties.
17. NOTICES. All notices and other communications hereunder shall be in
writing, shall be deemed to have been given when received or when sent by
telex or facsimile, and shall be given to the following addresses (or
such other addresses as to which notice is given):
TO THE AGENT:
ALPS Mutual Funds Services, Inc.
000 Xxxxxxxxxxx Xxxxxx - Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxx
TO THE FUND:
Financial Investors Trust
000 Xxxxxxxxxxx Xxxxxx - Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
18. COUNTERPARTS. This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.
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19. WAIVER. The waiver by either party of a breach of any provision of this
Agreement shall not operate, or be construed, as a waiver of any
subsequent breach.
20. HEADINGS. The headings have been inserted for convenience only and are
not to be considered when interpreting the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
FINANCIAL INVESTORS TRUST
By:
-------------------------------
ATTEST:
-----------------------------
ALPS MUTUAL FUNDS SERVICES, INC.
By:
-------------------------------
ATTEST:
-----------------------------
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APPENDIX A
Series Offered Under Financial Investors Trust:
U.S. Treasury Money Market Fund
U.S. Government Money Market Fund
Prime Money Market Fund - Class I
Prime Money Market Fund - Class II
Aristata Equity Fund
Aristata Quality Bond Fund
Aristata Colorado Quality Tax Exempt Bond Fund
United Association 500 Index Fund - Class I
United Association 500 Index Fund - Class II
Interstate Fund
Magnet Total Market Growth Fund - Adviser Class
Magnet Total Market Growth Fund - Investor Class
FINANCIAL INVESTORS TRUST
By:
-------------------------------
ATTEST:
-----------------------------
ALPS MUTUAL FUNDS SERVICES, INC.
By:
-------------------------------
ATTEST:
-----------------------------
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APPENDIX B
Fees to be paid to ALPS Mutual Funds Services, Inc. ("ALPS") for services herein
with respect to the Magnet Total Market Growth Fund:
- The greater of $2,500 per month or 3 basis points computed daily and payable
monthly.
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