EXHIBIT 99(d)(1)
INVESTMENT ADVISORY AGREEMENT
BETWEEN
FINANCIAL INVESTORS TRUST
AND
SSGA FUNDS MANAGEMENT, INC.
This Agreement is made as of this 10th day of June, 2003, between Financial
Investors Trust, a Delaware business trust (the "Trust"), and SSgA Funds
Management, Inc., a Massachusetts corporation (the "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), currently consisting of multiple portfolio series, each having its own
investment policy; and
WHEREAS, the U.S. Government Money Market, U.S. Treasury Money Market, and Prime
Money Market Funds (the "Funds") are three portfolio series of the Trust; and
WHEREAS, the Adviser is in the business of providing investment advisory
services; and
WHEREAS, the Trust desires to retain the Adviser to render investment advisory
services to the Trust with respect to the Funds, and the Adviser is willing to
render such services;
NOW, THEREFORE, in consideration of the mutual agreements contained herein, the
parties hereto agree as follows:
1. APPOINTMENT OF ADVISER. The Trust hereby appoints the Adviser to act as
investment adviser to the Funds for the period and on the terms set forth in
this Agreement. The Adviser accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.
2. ADVISORY DUTIES. Subject to the supervision of the Trustees of the Trust,
the Adviser shall manage the investment operations and the composition of the
Funds, including the purchase, retention and disposition thereof, in accordance
with each Fund's investment objective and policies as stated in the Trust's
Prospectus and Statement of Additional Information (together, the "Registration
Statement"). The Adviser's duties hereunder are subject to the following
understandings:
(a) The Adviser shall provide supervision of investments, furnish a
continuous investment program for the Funds, determine from time to time what
investments or securities will be purchased, retained or sold by the Funds, and
what portion of the assets will be invested or held uninvested as cash;
(b) The Adviser, in the performance of its duties and obligations under
this Agreement, shall act in conformity with the Declaration of Trust, By-Laws
and the then-current Registration Statement of the Trust and with the
instructions and directions of the Board of Trustees of the Trust, provided,
however, the Adviser shall not be responsible for acting contrary to any of the
foregoing that are changed without notice of such change to the Adviser; and the
Adviser shall conform to and comply with the applicable requirements of the 1940
Act and all other applicable federal or state laws and regulations;
(c) The Adviser shall promptly communicate to the officers and Trustees of
the Trust such information relating to Fund transactions as they may reasonably
request. On occasions when the Adviser deems the purchase or sale of a security
to be in the best interest of a Fund as well as other clients, the Adviser, to
the extent permitted by applicable laws and regulations, may aggregate the
securities to be sold or purchased, provided that in the opinion of the Adviser,
all accounts are treated equitably and fairly. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transactions, shall be made by the Adviser in the manner it considers to be the
most equitable and consistent with its fiduciary obligations to the Trust and to
such other clients;
(d) The Adviser shall maintain books and records with respect to the
Trust's securities transactions and shall render to the Trust's Trustees such
periodic and special reports as the Trustees may reasonably request;
(e) The Adviser shall provide the Trust with a list of all securities
transactions as reasonably requested by the Trust;
(f) The investment advisory services of the Adviser to the Trust under
this Agreement are not to be deemed exclusive, and the Adviser shall be free to
render similar services to others.
3. EXECUTION AND ALLOCATION OF PORTFOLIO BROKERAGE COMMISSION. The Adviser,
subject to and in accordance with any directions which the Trust's Trustees may
issue from time to time, shall place, in the name of the Trust, orders for the
execution of the securities transactions in which the Fund is authorized to
invest. When placing such orders, the primary objective of the Adviser shall be
to obtain the best net price and execution for the Trust but this requirement
shall not be deemed to obligate the Adviser to place any order solely on the
basis of obtaining the lowest commission rate if the other standards set forth
in this section have been satisfied. The Trust recognizes that there are likely
to be many cases in which different brokers are equally able to provide such
best price and execution and that, in selection among such brokers with respect
to particular trades, it is desirable to choose those brokers who furnish
"brokerage and research services" (as defined in Section 28(e)(3) of the
Securities and Exchange Act of 1934) or statistical quotations and other
information to the Trust and/or the Adviser in accordance with the standards set
forth below. Moreover, to the extent that it continues to be lawful to do so and
so long as the Board determines as a matter of general policy that the Trust
will benefit, directly or indirectly, by doing so, the Adviser may place orders
with a broker who charges a commission that another broker would have charged
for effecting that transaction, provided that the excess commission is
reasonable in relation to the value of brokerage and research services provided
by that broker. Accordingly, the Trust and the Adviser agree that the Adviser
shall select brokers for the execution of the Fund's securities transactions
from among:
a. Those brokers and dealers who provide brokerage and research services,
or statistical quotations and other information to the Trust, specifically
including the quotations necessary to
determine the Trust's net assets, in such amount of total brokerage as may
reasonably be required in light of such services.
b. Those brokers and dealers who provide brokerage and research services
to the Adviser and/or its affiliated corporations which relate directly to
portfolio securities, actual or potential, of the Trust, or which place the
Adviser in a better position to make decisions in connection with the management
of the Trust's assets, whether or not such data may also be useful to the
Adviser and its affiliates in managing other portfolios or advising other
clients, in such amount of total brokerage as may reasonably be required.
c. Affiliated brokers of Adviser, when the Adviser has determined that
the Fund will receive competitive execution, price and commissions. The Adviser
shall render regular reports to the Trust, not more frequently than quarterly,
of how much total brokerage business has been placed with affiliated brokers of
Adviser, and the manner in which the allocation has been accomplished.
The Adviser agrees that no investment decision will be made or influenced by a
desire to provide brokerage for allocation in accordance with the foregoing, and
that the right to make such allocation of brokerage shall not interfere with the
Adviser's primary duty to obtain the best net price and execution for the Trust.
On occasions when the Adviser deems the purchase or sale of a security to be in
the best interest of a Fund as well as other clients, the Adviser, to the extent
permitted by applicable laws and regulations, may aggregate the securities to be
sold or purchased, provided that in the opinion of the Adviser, all accounts are
treated equitably and fairly. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transactions, shall
be made by the Adviser in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Trust and to such other
clients.
4. BOOKS AND RECORDS. The Adviser shall keep the Trust's books and records
required to be maintained by it pursuant to paragraph 2(d) hereof. The Adviser
agrees that all records which it maintains for the Trust are the property of the
Trust and it shall surrender promptly to the Trust any of such records upon the
Trust's request. The Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 of the Commission under the 1940 Act any such records
as are required to be maintained by Rule 31a-1(f) of the Commission under the
1940 Act. Nothing herein shall prevent the Adviser from maintaining its own
records as required by law, which may be a duplication of the Trust's records.
5. REPORTS TO ADVISER. The Trust agrees to furnish the Adviser at its
principal office all prospectuses, proxy statements, reports to stockholders,
sales literature or other material prepared for distribution to shareholders of
the Trust or the public, which refer in any way to the Adviser, ten (10) days
prior to use thereof and not to use such material if the Adviser should object
thereto in writing within seven (7) days after receipt of such material;
provided, however, that the Adviser hereby approves all uses of its name which
merely refer in accurate terms to its appointment as investment adviser
hereunder, which, merely identifies the Trust, or which are required by the
Securities and Exchange Commission or a state securities commission. In the
event of termination of this Agreement, the Trust shall, on written request of
the Adviser, forthwith delete any reference to the Adviser from any materials
described in the preceding sentence. The Trust shall furnish or otherwise make
available to the Adviser such other information relating to the business affairs
of the Trust as the Adviser at any time, or from time to time, reasonably
requests in order to discharge its obligations hereunder.
6. PROXIES. Unless the Trust gives written instructions to the contrary, the
Adviser shall vote or not vote all proxies solicited by or with respect to the
issuers of securities in which assets of the Fund may be invested in accordance
with the Adviser's proxy voting guidelines, a copy of which has been provided to
the Trust.
7. EXPENSES. During the term of this Agreement, the Adviser shall pay all of
its own expenses incurred by it in connection with its activities under this
Agreement and the Fund shall bear all expenses that are incurred in its
operations not specifically assumed by the Adviser.
Expenses borne by the Fund will include but not be limited to the following (or
the Fund's proportionate share of the following): (a) brokerage commissions
relating to securities purchased or sold by the Fund or any losses incurred in
connection therewith; (b) fees payable to and expenses incurred on behalf of the
Fund by the Trust's administrator; (c) expenses of organizing the Trust and the
Fund; (d) filing fees and expenses relating to the registration and
qualification of the Fund's shares and the Trust under federal or state
securities laws and maintaining such registrations and qualifications; (e) fees
and salaries payable to the Trust's Trustees and officers who are not officers
or employees of the Trust's administrator, any investment adviser or underwriter
of the Trust; (f) taxes (including any income or franchise taxes) and
governmental fees; (g) costs of any liability, uncollectible items of deposit
and other insurance or fidelity bonds; (h) any costs, expenses or losses arising
out of any liability of or claim for damage or other relief asserted against the
Trust or the Fund for violation of any law; (i) legal, accounting and auditing
expenses, including legal fees of special counsel for the independent Trustees;
(j) charges of transfer agents and other agents; (k) costs of preparing share
certificates (if any); (l) expenses of setting in type and printing Prospectuses
and Statements of Additional Information and supplements thereto for existing
shareholders, reports and statements to shareholders and proxy material; (m) any
extraordinary expenses (including fees and disbursements of counsel) incurred by
the Trust or the Fund; and (n) fees and other expenses incurred in connection
with membership in investment company organizations.
8. COMPENSATION OF THE ADVISER. For the services to be rendered by the Adviser
as provided in this Agreement, the Trust shall pay to the Adviser such
compensation as is designated in Exhibit A to this Agreement.
9. LIMITATION OF ADVISER'S LIABILITY. In the absence of (a) willful
misfeasance, bad faith or gross negligence on the part of the Adviser in
performance of its obligations and duties hereunder, (b) reckless disregard by
the Adviser of its obligations and duties hereunder, or (c) a loss resulting
from a beach of fiduciary duty with respect to the receipt of compensation for
services (in which case, any award of damages shall be limited to the period and
the amount set forth in Section 36(b)(3) of the 1940 Act), the Adviser shall not
be subject to any liability whatsoever to the Trust, or to any shareholder of
the Trust, for any error of judgment, mistake of
law or any other act or omission in the course of, or connected with, rendering
services hereunder including, without limitation, for any losses that may be
sustained in connection with the purchase, holding, redemption or sale of any
security on behalf of the Trust. The parties agree that any stated limitations
on liability shall not relieve the Adviser from any responsibility or liability
under state or federal statutes.
10. DURATION AND TERMINATION.
(a) This Agreement shall become effective with respect to the Fund on
the date hereof (the "Effective Date"). This Agreement, unless sooner terminated
as provided herein, shall remain in force for a maximum initial term of two (2)
years from the Effective Date, and thereafter, for a maximum extension period of
one (1) year so long as (a) such continuance is specifically approved at least
annually by either (i) the affirmative vote of a majority of the Board of
Trustees of the Trust cast in person at a meeting called for the purpose of
voting on such approval, or (ii) the affirmative vote of a majority of the
Fund's outstanding voting securities; and (b) the affirmative vote of a majority
of the Board of Trustees who are not parties to the agreement or interested
persons of any such party, cast in person at a meeting called for that purpose
(b) This Agreement may be terminated by the Trust at any time,
without the payment of any penalty, by vote of a majority of those members of
the Board of Trustees who are not "interested persons" (as defined in the 0000
Xxx) of the Trust or by the majority vote of either the entire Board of Trustees
of the Trust or by vote of a majority of the outstanding voting securities of
the Fund on 60 days' written notice to the Adviser. This Agreement may also be
terminated by the Adviser on 90 days' written notice to the Trust. This
Agreement will automatically and immediately terminate in the event of its
assignment (as defined in the 1940 Act).
11. CHOICE OF LAW. This Agreement shall be construed in accordance with the
laws of the State of Delaware and any applicable federal law.
12. REPRESENTATIONS OF THE TRUST. The Trust represents and warrants that:
(a) it has received a copy of Part II of the Adviser's Form ADV;
(b) it has full corporate power and authority to enter into this
Agreement (including the power and authority to appoint the Adviser hereunder)
and to carry out its terms; and
(c) the Fund is either (i) excluded from the definition of the term
"pool" under Section 4.5 of the General Regulations under the Commodity Exchange
Act ("Rule 4.5"), or (ii) a qualifying entity under Rule 4.5(b) for which a
notice of eligibility has been filed.
13. LIMITATION OF LIABILITY. The Declaration of Trust dated February 24, 1994,
as amended from time to time, establishing the Trust, which is hereby referred
to and a copy of which is on file with the Secretary of the State of Delaware,
provides that the name Financial Investors Trust means the Trustees from time to
time serving (as Trustees but not personally) under said Declaration of Trust.
It is expressly acknowledged and agreed that the obligations of
the Trust hereunder shall not be binding upon any of the Shareholders, Trustees,
officers, employees or agents of the Trust, personally, but shall bind only the
trust property of the Trust, as provided in its Declaration of Trust. The
execution and delivery of this Agreement have been authorized by the Trustees of
the Trust and signed by an officer of the Trust, acting as such, and neither
such authorization by such Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the trust
property of the Trust as provided in its Master Trust Agreement.
IN WITNESS WHEREOF, the due execution hereof as of the date first above written.
FINANCIAL INVESTORS TRUST
By:
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Name:
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Title:
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SSGA FUNDS MANAGEMENT, INC.
By:
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Name:
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Title:
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EXHIBIT "A"
As consideration for the Adviser's services to the Funds, the Adviser shall
receive from the Trust an annual advisory fee, accrued daily at the rate of
1/365th of the applicable advisory fee rate and payable monthly on the first
business day of each month, of 0.105% of each Fund's average daily net assets
during the month. From this amount, the Adviser agrees to pay to the Funds'
custodian amounts due to the custodian under the Funds' agreement with the
custodian up to a maximum of 0.025% of the combined daily net assets of the
Funds.
