0001193125-13-350554 Sample Contracts

FINANCIAL INVESTORS TRUST INVESTMENT ADVISORY AGREEMENT STONEBRIDGE SMALL-CAP GROWTH FUND
Investment Advisory Agreement • August 28th, 2013 • Financial Investors Trust • California

This Investment Advisory Agreement (the “Agreement”) is made and entered into as of this 31st day of December, 2012, by and between Stonebridge Capital Management, Incorporated, a California corporation (the “Adviser”), and Financial Investors Trust, a Delaware statutory trust (the “Trust”), regarding the Fund(s) listed in Appendix A (the “Fund” or the “Funds”)).

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FINANCIAL INVESTORS TRUST STONEBRIDGE SMALL-CAP GROWTH FUND CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT
Chief Compliance Officer Services Agreement • August 28th, 2013 • Financial Investors Trust • Colorado

This Chief Compliance Officer Services Agreement (this “Agreement”) is effective as of December 31. 2012 (the “Effective Date”) by and between FINANCIAL INVESTORS TRUST, a Delaware statutory trust (the “Trust”), on behalf of the series listed in Exhibit A hereto (the “Fund”), as such exhibit may be modified from time to time by written agreement of the parties hereto, and ALPS FUND SERVICES, INC. (“ALPS”), a Colorado corporation.

FINANCIAL INVESTORS TRUST STONEBRIDGE SMALL-CAP GROWTH FUND DISTRIBUTION AGREEMENT
Distribution Agreement • August 28th, 2013 • Financial Investors Trust • Colorado

THIS AGREEMENT is made as of December 31, 2012, between Financial Investors Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

FINANCIAL INVESTORS TRUST STONEBRIDGE SMALL CAP GROWTH FUND TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • August 28th, 2013 • Financial Investors Trust • Colorado

THIS AGREEMENT is made as of December 31, 2012, 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”).

FINANCIAL INVESTORS TRUST STONEBRIDGE SMALL-CAP GROWTH FUND PRINCIPAL FINANCIAL OFFICER SERVICES AGREEMENT
Principal Financial Officer Services Agreement • August 28th, 2013 • Financial Investors Trust • Colorado

This Principal Financial Officer Services Agreement (this “Agreement”) is effective as of December 31, 2012 (the “Effective Date”) by and between FINANCIAL INVESTORS TRUST (the “Trust”), a Delaware statutory trust with its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado, 80203, on behalf of its series listed in Appendix A hereto (the “Fund”), as such exhibit may be modified from time to time by written agreement of the parties hereto, and ALPS FUND SERVICES, INC. (“ALPS”), a Colorado corporation with its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado, 80203.

FINANCIAL INVESTORS TRUST STONEBRIDGE SMALL-CAP GROWTH FUND ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Administration, Bookkeeping and Pricing Services Agreement • August 28th, 2013 • Financial Investors Trust • Colorado

THIS AGREEMENT is made as of December 31, 2103, among Financial Investors Trust, organized as a Delaware statutory trust (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

FINANCIAL INVESTORS TRUST PATHWAY ADVISORS CONSERVATIVE FUND PATHWAY ADVISORS GROWTH AND INCOME FUND PATHWAY ADVISORS AGGRESSIVE GROWTH FUND ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Administration, Bookkeeping and Pricing Services Agreement • August 28th, 2013 • Financial Investors Trust • Colorado

THIS AGREEMENT is made as of July 24, 2012, among Financial Investors Trust, organized as a Delaware statutory trust (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

Amendment to Custodian Agreement (Foreign and Domestic)
Custodian Agreement • August 28th, 2013 • Financial Investors Trust

This Amendment dated March 4, 2013 (“Effective Date”) to Custodian Agreement, dated August 3, 2009, as amended (the “Agreement”), between Financial Investors Trust, a Delaware statutory trust (the “Trust”), and Union Bank, N.A. (the “Custodian”).

VULCAN VALUE PARTNERS, LLC LETTERHEAD
Management Fee Agreement • August 28th, 2013 • Financial Investors Trust
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 28th, 2013 • Financial Investors Trust

This Amendment dated as of January 1, 2013 (this “Amendment”) is to the Investment Advisory Agreement dated as of December 30, 2009 (the “Agreement”), by and between Vulcan Value Partners, LLC, a Delaware limited liability company (the “Adviser”), and Financial Investors Trust (the “Trust”), a Delaware statutory trust, regarding each of the series of the Trust listed in Exhibit A of (each, a “Fund” and collectively, the “Funds”). Any items not herein defined shall have the meaning ascribed to them in the Agreement.

ALPS ADVISORS, INC.
Advisory Fee Agreement • August 28th, 2013 • 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.

ALPS ADVISORS, INC.
Management Fee Agreement • August 28th, 2013 • Financial Investors Trust

This letter confirms the agreement of ALPS Advisors, Inc. (the “Adviser”) and Red Rocks Capital LLC (the “Sub-Adviser”) with the Trust to contractually limit the total amount of the “Management Fees” and “Other Expenses” that they are entitled to receive from the Fund.

GRANDEUR PEAK GLOBAL ADVISORS, LLC
Expense Limitation Agreement • August 28th, 2013 • Financial Investors Trust

This letter confirms the agreement of Grandeur Peak Global Advisors, LLC (the “Adviser”) with the Trust to contractually limit the total amount of the “Management Fees” and “Other Expenses” that it is entitled to receive from the Funds.

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 28th, 2013 • Financial Investors Trust • New York

This SUB-ADVISORY AGREEMENT is made this 1st day of April, 2013, by and between Financial Investors Trust (the “Trust”), on behalf of its series, Redmont Resolute Fund I/II (“Client”), Highland Associates, Inc. (“Adviser”), and Turner Investments, L.P., a Pennsylvania limited partnership (“Turner”).

EMERALD LETTERHEAD]
Management Fee Limitation Agreement • August 28th, 2013 • Financial Investors Trust
Seafarer Letterhead]
Expense Limitation Agreement • August 28th, 2013 • Financial Investors Trust
ALPS ADVISORS, INC.
Sub-Advisory Agreement • August 28th, 2013 • Financial Investors Trust

This letter confirms the agreement by ALPS Advisors, Inc. (the “Adviser”) and Kotak Mahindra (UK) Limited (the “Sub-Adviser”) and the Trust with respect to the Fund.

ADVISER’S LETTERHEAD]
Management Fee Waiver Agreement • August 28th, 2013 • Financial Investors Trust
ALPS ADVISORS, INC.
Expense Limitation Agreement • August 28th, 2013 • Financial Investors Trust

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

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 28th, 2013 • Financial Investors Trust • New York

This SUB-ADVISORY AGREEMENT is made this 1st day of April, 2013, by and between Financial Investors Trust (the “Trust”), on behalf of its series, Redmont Resolute Fund I/II (“Client”), Highland Associates, Inc. (“Adviser”), and ROBECO INVESTMENT MANAGEMENT, INC. (“Robeco”).

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