INVESTMENT ADVISORY AGREEMENT
FINANCIAL INVESTORS TRUST
PRIME MONEY MARKET FUND
Agreement made as of __________, 1998 between GE INVESMENT MANAGEMENT
INCORPORATED ("GEIM") and FINANCIAL INVESTORS TRUST (the "Trust") on behalf of
the Prime Money Market Fund, a series of the Trust (the "Fund").
WITNESSETH:
WHEREAS, the Trust is an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the " 1940 Act"); and
WHEREAS, GEIM is a Delaware corporation registered as an investment adviser
under the Investment Advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, the Trust wishes to retain GEIM to serve as investment adviser to the
Fund and GEIM agrees to provide such services, in the manner and on the terms
set forth herein.
NOW, THERFORE, the parties hereto agree as follows:
Section 1. SERVICES AS INVESTMENT ADVISER.
(a) The Trust hereby appoints GEIM as investment adviser with respect to
the Fund's assets for the period and on the terms set forth in this agreement.
GEIM accepts this appointment and hereby agrees to render the services herein
set forth for the compensation herein provided.
(b) The Trust anticipates that the Fund will employ its capital by
investing and reinvesting in investments of the types specified in the Trust's
Registration Statement on Form N-1A, as amended from time to time (the
"Registration Statement"), and in the manner and to the extent approved by the
Board of Trustees of the Trust. Copies of the Registration Statement have been
submitted to GEIM.
(c) Subject to the supervision and direction of the Trust's Board of
Trustees, GEIM, as the Fund's investment adviser, will manage the Fund's assets
in accordance with the investment objective and policies of the Fund as stated
in the Registration Statement, will make investment decisions for the Fund and
will place purchase and sale orders for the Fund's portfolio transactions.
(d) GEIM will, at its own expense, maintain sufficient staff, and employ
or retain sufficient personnel and consult with any other persons that it
determines may be necessary or useful to the performance of its obligations
under this agreement.
(e) GEIM will keep the Trust informed of developments materially
affecting the Fund, and will, on its own initiative, furnish the Fund from time
to time with whatever information GEIM believes is appropriate for this purpose.
(f) GEIM shall provide (or arrange for its affiliates to provide)
administrative assistance which shall include compiling statistical and research
data required for the preparation of reports and statements which are
periodically distributed to the Trust's officers and Trustees. GEIM shall also
provide to the Trust and the Fund information relating to portfolio composition,
credit conditions and average maturity of the portfolio of the Fund. GEIM shall
furnish periodic reports on the investment performance of the Fund to the
Trustees of the Trust. GEIM generally shall monitor the Trust's and the Fund's
compliance with investment policies and restrictions as set forth in the
currently effective prospectus and statement of additional information relating
to the shares of the Fund under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended. GEIM shall make reports to the
Trustees of the performance of its obligations hereunder and furnish advice and
recommendations with respect to such other aspects of the business and affairs
of the Trust and the Fund as it shall determine to be desirable.
Section 2. SELECTION OF INVESTMENTS ON BEHALF OF THE FUND.
Unless otherwise set forth in the Registration Statement or directed by the
Trust, GEIM will, in selecting brokers or dealers to effect transactions on
behalf of the Fund select the best overall terms available. In so doing, GEIM
may consider the breadth of the market on the investment, the price of the
security, the financial condition and execution capability of the broker or
dealer, and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. GEIM may also consider brokerage and
research services provided to the Fund and or other accounts over which GEIM or
its affiliates exercise investment discretion. The Trust recognizes the
desirability of GEIM's having access to supplemental investment and market
research and security and economic analyses provided by brokers and that those
brokers may execute brokerage transactions at a higher cost to the Fund than
would be the case if the transactions were executed on the basis of the most
favorable price and efficient execution. The Trust, thus, authorizes GEIM, to
the extent permitted by applicable law and regulations, to pay higher brokerage
commissions for the purchase and sale of securities for the Fund to brokers who
provide supplemental investment and market research and security and economic
analyses, subject to GEIM's determining in good faith that such commissions are
reasonable in terms either of the particular transaction or of the overall
responsibility of GEIM to the Fund and its other clients and that the total
commissions paid by the Fund will be reasonable in relation to the benefits to
the Fund over the long term. The Fund understands that the services provided by
those brokers
may be useful to GEIM in connection with its services to other clients. In no
instance will portfolio securities be purchased from or sold to GEIM, or any
affiliated person thereof, except in accordance with the federal securities laws
and the rules and regulations thereunder. Subject to Section 5 hereof, whenever
GEIM simultaneously places orders to purchase or sell the same security on
behalf of the Fund and one or more other accounts advised by GEIM, the orders
will be allocated as to price and amount among all such accounts in a manner
reasonably believed to be equitable by GEIM over time to each account.
Section 3. COSTS AND EXPENSES
GEIM will bear the cost of rendering the services it is obligated to
provide under this Agreement and will, at its own expense, pay the salaries of
all officers and employees who are employed by both it and the Trust. GEIM will
provide the Fund with investment officers who are authorized by the Trust's
Board of Trustees to execute purchases and sales of securities on behalf of the
Fund and will employ a professional staff of portfolio managers who draw upon a
variety of sources for research information for the Fund.
Section 4. COMPENSATION
In consideration of services rendered pursuant to this Agreement, the Trust
will pay GEIM at the beginning of each calendar month a fee for the previous
month that is accrued daily at the maximum annual rate of 0.08% of the average
daily net assets of the Portfolio, subject to the following schedule of waivers:
PORTION OF AVERAGE DAILY ADVISORY FEE RATE
NET ASSETS OF THE FUND
Not exceeding $500 million 0.04%
In excess of $500 million but
not exceeding $1 billion 0.06%
In excess of $1 billion 0.08%
For the purpose of determining fees payable to GEIM under this Agreement,
the value of the Portfolio's net assets will be computed in the manner described
in the Registration Statement.
Section 5. SERVICES TO OTHER COMPANIES OR ACCOUNTS.
(a) The Trust understands and acknowledges, that GEIM now acts and will
continue to act as investment manager or adviser to various fiduciary or other
managed accounts ("Other Accounts") and the Trust has no objection to GEIM's so
acting, so long as that when the Fund and any Other Account served by GEIM are
prepared to invest in, or desire to dispose of the same security, available
investments or opportunities for sales will be allocated in a manner reasonably
believed by GEIM to be equitable to the Fund
and the Other Account. In addition, the Trust understands and acknowledges that
GEIM may, to the extent permitted by applicable laws and regulations, aggregate
securities to be sold or purchased for the Fund with those to be sold or
purchased for the Other Accounts so long as the securities purchased or sold, as
well as the expenses incurred in the transaction, are allocated in a manner
reasonably believed by GEIM to be equitable to the Fund and the Other Accounts.
The Trust recognizes that, in some cases, these procedures may adversely affect
the price paid or received by the Fund or the size of the position obtained or
disposed of by the Fund.
(b) The Trust understands and acknowledges that the persons employed by
GEIM to assist in the performance of its duties under this Agreement will not
devote their full time to that service and agrees that nothing contained in this
Agreement will be deemed to limit or restrict the right of GEIM or any affiliate
of GEIM to engage in and devote time and attention to other businesses or to
render services of whatever kind or nature.
Section 6. CONTINUANCE AND TERMINATION OF THE AGREEMENT.
(a) This Agreement will become effective as of ___________, 1998 and
will continue for an initial two-year term and will continue thereafter so long
as the continuance is specifically approved at least annually (a) by the Board
of Trustees of the Trust or (b) by a vote of a majority of the Fund's
outstanding voting securities, as defined in the 1940 Act, provided that in
either event the continuance is also approved by a majority of the Trustees who
are not "interested persons" (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 the approval.
(b) This Agreement is terminable without penalty, by the Trust on not
more than 60 nor less than 30 days' written notice to GEIM, by vote of holders
of a majority of the Fund's outstanding voting securities, as defined in the
1940 Act, or by GEIM on not more than 60 nor less than 30 days' notice to the
Trust.
(c) This Agreement will terminate automatically in the event of its
assignment (as defined in the 1940 Act or in rules adopted under the 1940 Act).
Section 7. LIMITATION OF LIABILITY
(a) GEIM will exercise its best judgment in rendering the services
described in this Agreement, except that GEIM will not be liable for any error
of judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, other than a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of GEIM in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. Any person, even though also an
officer, director, employee or agent of GEIM, who may be or become an
officer, trustee, employee or agent of the Trust, will be deemed, when rendering
services to the Trust or acting on any business of the Trust, to be rendering
services to, or acting solely for, the Trust and not as an officer, director,
employee or agent, or one under the control or direction of, GEIM even though
paid by GEIM.
Section 8. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York and the applicable provisions of the Investment
Company Act of 1940, as amended. To the extent that the applicable laws of the
State of New York or any of the provisions herein, conflict with the applicable
provisions of the Investment Company Act, the latter shall control.
Section 9. MISCELLANEOUS.
The Trust recognizes that directors, officers and employees of GEIM and its
affiliates may from time to time serve as directors, trustees, officers and
employees of corporations, partnerships, group trusts and business trusts
(including other investment companies) and that such other entities may include
the initials "GE" or the words "General Electric" as part of their name, and
that XXXX or its affiliates may enter into distribution, investment advisory or
other agreements with such other corporations and trusts. If GEIM ceases to act
as the investment adviser to the Fund, the Trust agrees that, at GEIM's request,
any license granted to the Trust for the use of the initials "GE" will terminate
and that the Trust will cease and discontinue completely further use of such
initials.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
FINANCIAL INVESTORS TRUST
By:
--------------------------
Name: W. Xxxxxx Xxxxxxxxx
Title: Chairman
Accepted:
GE INVESTMENT MANAGEMENT INCORPORATED
By:
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
