0001193125-10-200681 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • August 30th, 2010 • Financial Investors Trust • Colorado

THIS AGREEMENT is made as of December 30, 2009, between Financial Investors Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

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FINANCIAL INVESTORS TRUST SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 30th, 2010 • Financial Investors Trust • Colorado

AGREEMENT, dated as of August 31, 2009 by and among ALPS Advisors, Inc. (the “Investment Adviser”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, Financial Investors Trust, a Delaware statutory trust (the “Trust”), on behalf of the funds listed in Appendix A hereto, as amended from time to time, each a series of the Trust (each, a “Fund” and collectively, the “Funds”), and Wellington Management Company, LLP, a Massachusetts limited liability partnership (the “Sub-Adviser”), having its principal place of business at 75 State Street, Boston, Massachusetts 02109.

FINANCIAL INVESTORS TRUST INVESTMENT ADVISORY AGREEMENT ALPS/GNI LONG-SHORT FUND
Investment Advisory Agreement • August 30th, 2010 • Financial Investors Trust • Colorado

This Investment Advisory Agreement (this “Agreement”) is made and entered into as of this 30th day of October, 2009, by and between ALPS Advisors, Inc., a Colorado corporation (the “Adviser”), and Financial Investors Trust, a Delaware statutory trust (the “Trust”), on behalf of the funds listed in Appendix A hereto, as amended from time to time, each a series of the Trust (each, a “Fund” and collectively, the “Funds”).

CUSTODIAN AGREEMENT (FOREIGN AND DOMESTIC SECURITIES)
Custodian Agreement • August 30th, 2010 • Financial Investors Trust • California

This Custodian Agreement is made by and between FINANCIAL INVESTORS TRUST (“Principal”) and UNION BANK, N.A. (“Custodian”). Principal desires that Custodian hold and administer on behalf of Principal certain Securities (as herein defined). Custodian is willing to do so on the terms and conditions set forth in this Agreement. Accordingly, Principal and Custodian agree as follows:

TRANSFER AGENCY INTERACTIVE CLIENT SERVICES AGREEMENT
Transfer Agency Interactive Client Services Agreement • August 30th, 2010 • Financial Investors Trust • Colorado

This Transfer Agency Interactive Client Services Agreement (this “Agreement”) is made as of December 30, 2009, between Financial Investors Trust, a statutory trust established under the laws of the State of Delaware (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Administration, Bookkeeping and Pricing Services Agreement • August 30th, 2010 • Financial Investors Trust • Colorado

THIS AGREEMENT is made as of December 30, 2009 between Financial Investors Trust (the “Trust”), organized as a Delaware statutory trust, ALPS Fund Services, Inc., a Colorado corporation (“ALPS”), and, solely for purposes of Sections 15(a) and 19 of this Agreement, Vulcan Value Partners, LLC, a Delaware limited liability company (the “Adviser”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 30th, 2010 • Financial Investors Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (this “Agreement”) is made and entered into as of the 30th day of December, 2009, by and between Vulcan Value Partners, LLC, a Delaware limited liability company (the “Adviser”), and Financial Investors Trust, a Delaware statutory trust (the “Trust”), regarding each of the series of the Trust listed in Exhibit A (each, a “Fund” and collectively, the “Funds”).

Amendment No. 1 to Distribution Agreement
Distribution Agreement • August 30th, 2010 • Financial Investors Trust

This Amendment No. 1 dated as of August 31, 2009 (this “Amendment”) is to the Distribution Agreement dated October 1, 2007 (the “Agreement”) by and between ALPS Distributors, Inc., a Colorado corporation (“ALPS”), and Financial Investors Trust, a Delaware statutory trust (the “Trust”).

Amendment No. 1 to Fund Accounting and Administration Agreement
Fund Accounting and Administration Agreement • August 30th, 2010 • Financial Investors Trust

This Amendment No. 1 dated as of August 31, 2009 (this “Amendment”) is to the Fund Accounting and Administration Agreement dated October 1, 2007 (the “Agreement”) by and between ALPS Fund Services, Inc., a Colorado corporation (“ALPS”), and Financial Investors Trust, a Delaware statutory trust (the “Trust”).

Amendment No. 3 to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • August 30th, 2010 • Financial Investors Trust

This Amendment No. 3 dated as of October 30, 2009 (this “Amendment”) is to the Transfer Agency and Service Agreement dated October 1, 2007 (the “Agreement”), as amended, by and between ALPS Fund Services, Inc., a Colorado corporation (“ALPS”), and Financial Investors Trust, a Delaware statutory trust (the “Trust”).

Amendment No. 3 to Distribution Agreement
Distribution Agreement • August 30th, 2010 • Financial Investors Trust

This Amendment No. 3 dated as of January 15, 2010 (this “Amendment”) is to the Distribution Agreement dated October 1, 2007 (the “Agreement”), as amended, by and between ALPS Distributors, Inc., a Colorado corporation (“ALPS”), and Financial Investors Trust, a Delaware statutory trust (the “Trust”).

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • August 30th, 2010 • Financial Investors Trust • Colorado

THIS AGREEMENT is made as of December 30, 2009, between Financial Investors Trust, organized as a statutory trust under the laws of the State of Delaware (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

Amendment No. 2 to Distribution Agreement
Distribution Agreement • August 30th, 2010 • Financial Investors Trust

This Amendment No. 2 dated as of October 30, 2009 (this “Amendment”) is to the Distribution Agreement dated October 1, 2007 (the “Agreement”), as amended, by and between ALPS Distributors, Inc., a Colorado corporation (“ALPS”), and Financial Investors Trust, a Delaware statutory trust (the “Trust”).

Amendment No. 1 to Custody Agreement
Custody Agreement • August 30th, 2010 • Financial Investors Trust

This Amendment No. 1 dated November 2, 2009 (“Effective Date”) to Custody Agreement (the “Agreement”), dated November 13, 2007, between Financial Investors Trust, a Delaware statutory trust (the “Trust”), and The Bank of New York Mellon, a New York corporation (the “Custodian”).

ALPS ADVISORS, INC.
Expense Limitation Agreement • August 30th, 2010 • Financial Investors Trust

This letter confirms ALPS Advisors, Inc.’s (the “Adviser”) agreement with the Trust to contractually limit the total amount of the “Advisory Fee” and “Other Expenses” that they are entitled to receive from the Fund.

FINANCIAL INVESTORS TRUST VULCAN VALUE PARTNERS FUND VULCAN VALUE PARTNERS SMALL CAP FUND PFO SERVICES AGREEMENT
Pfo Services Agreement • August 30th, 2010 • Financial Investors Trust • Colorado

AGREEMENT made as of the December 30, 2009 by and among Financial Investors Trust, a Delaware statutory trust with its principal office and place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Trust”), Vulcan Value Partners, LLC, a Delaware limited liability company with its principal office and place of business at 3500 Blue Lake Drive, Suite 400, Birmingham, Alabama 35243 (“Vulcan”), and ALPS Fund Services, Inc., a Colorado corporation with its principal office and place of business at 1290 Broadway, Suite 1100, Denver, CO 80203 (“ALPS”).

Amendment No. 2 to Foreign Custody Manager Agreement
Foreign Custody Manager Agreement • August 30th, 2010 • Financial Investors Trust

This Amendment No. 2 dated December 30, 2009 (“Effective Date”) to Foreign Custody Manager Agreement (the “Agreement”), dated November 13, 2007, between Financial Investors Trust, a Delaware statutory trust (the “Trust”), and The Bank of New York Mellon, a New York corporation (the “Custodian”).

FINANCIAL INVESTORS TRUST VULCAN VALUE PARTNERS FUND VULCAN VALUE PARTNERS SMALL CAP FUND CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT
Chief Compliance Officer Services Agreement • August 30th, 2010 • Financial Investors Trust • Colorado

This Chief Compliance Officer Services Agreement (this “Agreement”) is effective as of December 30, 2009 (the “Effective Date”) by and among FINANCIAL INVESTORS TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of its series listed in Exhibit A hereto (each, a “Fund” and together, the “Funds”), as such exhibit may be modified from time to time by written agreement of the parties hereto, VULCAN VALUE PARTNERS LLC, a Delaware limited liability company (“Vulcan”), and ALPS FUND SERVICES, INC. (“ALPS”), a Colorado corporation.

Amendment No. 3 to Fund Accounting and Administration Agreement
Fund Accounting and Administration Agreement • August 30th, 2010 • Financial Investors Trust

This Amendment No. 3 dated as of January 15, 2010 (this “Amendment”) is to the Fund Accounting and Administration Agreement dated October 1, 2007 (the “Agreement”), as amended, by and between ALPS Fund Services, Inc., a Colorado corporation (“ALPS”), and Financial Investors Trust, a Delaware statutory trust (the “Trust”).

Amendment No. 2 to Custody Agreement
Custody Agreement • August 30th, 2010 • Financial Investors Trust

This Amendment No. 2 dated December 30, 2009 (“Effective Date”) to Custody Agreement (the “Agreement”), dated November 13, 2007, between Financial Investors Trust, a Delaware statutory trust (the “Trust”), and The Bank of New York Mellon, a New York corporation (the “Custodian”).

Amendment No. 4 to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • August 30th, 2010 • Financial Investors Trust

This Amendment No. 4 dated as of January 15, 2010 (this “Amendment”) is to the Transfer Agency and Service Agreement dated October 1, 2007 (the “Agreement”), as amended, by and between ALPS Fund Services, Inc., a Colorado corporation (“ALPS”), and Financial Investors Trust, a Delaware statutory trust (the “Trust”).

Amendment No. 1 to Foreign Custody Manager Agreement
Foreign Custody Manager Agreement • August 30th, 2010 • Financial Investors Trust

This Amendment No. 1 dated November 2, 2009 (“Effective Date”) to Foreign Custody Manager Agreement (the “Agreement”), dated November 13, 2007, between Financial Investors Trust, a Delaware statutory trust (the “Trust”), and The Bank of New York Mellon, a New York corporation (the “Custodian”).

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Amendment No. 2 to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • August 30th, 2010 • Financial Investors Trust

This Amendment No. 2 dated as of August 31, 2009 (this “Amendment”) is to the Transfer Agency and Service Agreement dated October 1, 2007 (the “Agreement”), by and between ALPS Fund Services, Inc., a Colorado corporation (“ALPS”), and Financial Investors Trust, a Delaware statutory trust (the “Trust”).

Amendment No. 4 to Fund Accounting and Administration Agreement
Fund Accounting and Administration Agreement • August 30th, 2010 • Financial Investors Trust

This Amendment No. 4 dated as of March 9, 2010 (this “Amendment”) is to the Fund Accounting and Administration Agreement dated October 1, 2007 (the “Agreement”), as amended, by and between ALPS Fund Services, Inc., a Colorado corporation (“ALPS”), and Financial Investors Trust, a Delaware statutory trust (the “Trust”).

VULCAN VALUE PARTNERS, LLC LETTERHEAD]
Management Fee Limitation Agreement • August 30th, 2010 • Financial Investors Trust
Amendment No. 2 to Fund Accounting and Administration Agreement
Fund Accounting and Administration Agreement • August 30th, 2010 • Financial Investors Trust

This Amendment No. 2 dated as of October 30, 2009 (this “Amendment”) is to the Fund Accounting and Administration Agreement dated October 1, 2007 (the “Agreement”), as amended, by and between ALPS Fund Services, Inc., a Colorado corporation (“ALPS”), and Financial Investors Trust, a Delaware statutory trust (the “Trust”).

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