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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

FINANCIAL INVESTORS TRUST

(Name of Registrant as Specified In Its Charter)

(Name of Person Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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FINANCIAL INVESTORS TRUST

ALPS/Red Rocks Listed Private Equity Fund

ALPS/WMC Value Intersection Fund

Clough China Fund

Jefferies Asset Management Commodity Strategy Allocation Fund

RiverFront Long-Term Growth Fund

RiverFront Moderate Growth Fund

RiverFront Long-Term Growth & Income Fund

RiverFront Moderate Growth & Income Fund

ALPS/Kotak India Growth Fund

(each, a “Fund” and together, the “Funds”)

August     , 2011

Dear Shareholders:

The enclosed Proxy Statement discusses two proposals to be voted upon by the shareholders (the “Shareholders”) of each of the above-named Funds, each a series of the Financial Investors Trust (the “Trust”). Please review the Proxy Statement and cast your vote on each of the proposals. After consideration of each of the proposals, the Board of Trustees of the Funds has unanimously approved, subject to shareholder approval, each of the proposals. The Board of Trustees of the Funds recommends that you vote FOR each proposal.

Under an investment management agreement between ALPS Advisors, Inc. (“AAI” or “ALPS Advisors”) and the Trust, AAI serves as each Fund’s investment adviser and is responsible for each Fund’s overall investment strategy and its implementation.

AAI is a wholly owned subsidiary of ALPS Holdings, Inc. (“ALPS”), a Denver, Colorado-based company that, through its affiliates, provides a wide range of fund services, including fund accounting, transfer agency, shareholder services, active distribution, legal, tax and compliance services. ALPS is currently a privately held company.

As discussed in more detail in the enclosed Proxy Statement, on July 19, 2011, ALPS entered into a merger agreement (the “Transaction Agreement”) providing for the acquisition of ALPS by DST Systems, Inc. (“DST”). If the transaction contemplated by the Transaction Agreement (the “Transaction”) is completed, ALPS will become a wholly owned subsidiary of DST, a publicly traded company. Completion of the Transaction is subject to a number of conditions, including without limitation obtaining regulatory approval and the consent to the Transaction by a certain percentage of ALPS’ clients representing a certain percentage of the annualized revenue of ALPS and its subsidiaries (which includes fund shareholder approval of new investment management agreements with AAI). ALPS and DST currently expect to complete the Transaction in the fourth quarter of 2011.

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The Transaction, if consummated, will constitute a change of control of AAI. To provide for continuity in the operation of the Funds, you are being asked to approve (1) new investment advisory agreements between the Trust, on behalf of each of the Funds, and AAI and (2) new investment sub-advisory agreements among the Trust, on behalf of each of the Funds, AAI and each of the sub-advisers who currently manage Fund assets (the “Sub-Advisers”).

Under these new agreements, AAI and the Sub-Advisers will provide investment advisory services to each Fund on the same terms and for the same fees that are currently in effect. None of the Funds’ investment objectives will change as a result of the Transaction, and the senior personnel of AAI and the investment advisory personnel of each of the Sub-Advisers, who currently manage the Funds, are expected to continue to do so after the closing of the Transaction. In addition, the composition of the Board of Trustees will not be changed as a direct result of the Transaction.

The Transaction and each proposal are discussed in detail in the enclosed Proxy Statement. The Transaction, which is subject to various conditions, will NOT change the names of the Funds, alter the number of shares you own in that Fund, or cause a change to the advisory fees charged to your Fund.

THE BOARD OF TRUSTEES OF THE FUNDS RECOMMENDS A VOTE FOR EACH PROPOSAL.

Your vote is important no matter how many shares you own. The proxy documents explain the proposals in detail, and we encourage you to review them. Voting your shares early will avoid costly follow-up mail and telephone solicitation. After reviewing the enclosed materials, please complete, sign and date your proxy card(s) and mail it promptly in the enclosed return envelope, or help save time and postage costs by calling the toll-free number and following the instructions. You may also vote via the Internet by logging on to the website indicated on your proxy card and following the instructions that will appear. If we do not hear from you, our proxy solicitor, Broadridge Financial Solutions, Inc., may contact you. This will ensure that your vote is counted even if you cannot attend the special meeting in person. If you have any questions about the proposals or the voting instructions, please call Broadridge Financial Solutions, Inc. at 1-877-826-0885.

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FINANCIAL INVESTORS TRUST

ALPS/Red Rocks Listed Private Equity Fund

ALPS/WMC Value Intersection Fund

Clough China Fund

Jefferies Asset Management Commodity Strategy Allocation Fund

RiverFront Long-Term Growth Fund

RiverFront Moderate Growth Fund

RiverFront Long-Term Growth & Income Fund

RiverFront Moderate Growth & Income Fund

ALPS/Kotak India Growth Fund

(each, a “Fund” and together, the “Funds”)

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be Held On

October 14, 2011

1290 Broadway, Suite 1100

Denver, Colorado 80203

(303) 623-2577

To the Shareholders of the Funds:

NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of shareholders (the “Shareholders”) of the Funds will be held in the offices of ALPS Advisors, Inc. (“AAI” or “ALPS Advisors”), at 1290 Broadway, Suite 1100, Denver, Colorado, on October 14, 2011 at 10:00 a.m. Mountain time.

Under an investment management agreement between ALPS Advisors, Inc. (“AAI” or “ALPS Advisors”) and the Trust, AAI serves as each Fund’s investment adviser and is responsible for each Fund’s overall investment strategy and its implementation.

AAI is a wholly owned subsidiary of ALPS Holdings, Inc. (“ALPS”), a Denver, Colorado-based company that, through its affiliates, provides a wide range of fund services, including fund accounting, transfer agency, shareholder services, active distribution, legal, tax and compliance services. ALPS is currently a privately held company.

As discussed in more detail in the enclosed Proxy Statement, on July 19, 2011, ALPS entered into a merger agreement (the “Transaction Agreement”) providing for the acquisition of ALPS by DST Systems, Inc. (“DST”). If the transaction contemplated by the Transaction Agreement (the “Transaction”) is completed, ALPS will become a wholly owned subsidiary of DST, a publicly traded company. The Transaction, if consummated, will constitute a change of control of AAI. Completion of the Transaction is subject to a number of conditions, including without limitation obtaining regulatory approval and the consent to the Transaction by a certain

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percentage of ALPS’ clients representing a certain percentage of the annualized revenue of ALPS and its subsidiaries (which includes fund shareholder approval of new investment management agreements with AAI). ALPS and DST currently expect to complete the Transaction in the fourth quarter of 2011.

As described in the Proxy Statement, AAI will continue to be the investment adviser to the Funds after the closing of the Transaction (the “Closing”), and the sub-advisers who currently manage the Funds (the “Sub-Advisers”) are expected to continue to manage the Funds after the Closing. The senior personnel of AAI and the investment advisory personnel of each of the Sub-Advisers, who currently manage the Funds, are expected to continue to do so after the closing of the Transaction. In addition, the composition of the Board of Trustees of Financial Investors Trust (the “Board” or “Trustees”) will not be changed as a direct result of the Transaction. However, there can be no assurance that any particular employee of AAI or of a Sub-Adviser will choose to remain employed by AAI or a Sub-Adviser before or after the Closing.

In light of the Transaction, as well as other factors, the Board has determined that it is appropriate at this time to seek Shareholder approval of revised investment advisory and sub-advisory agreements between the Trust, AAI and the Sub-Advisers, as applicable. At the Meeting Shareholders will be asked:

1. To approve a new Investment Advisory Agreement for each Fund and AAI;

2. To approve a new Sub-Advisory Agreement for each Fund with AAI and each of the current Sub-Advisers listed below:

3. To transact any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

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To provide for continuity in the operation of the Funds, the Shareholders of each Fund are being asked to vote FOR Proposal 1 and Proposal 2. If approved by the shareholders, the new Investment Advisory Agreements and the new Sub-Advisory Agreements will be effective upon the Closing.

YOUR BOARD OF TRUSTEES OF THE FUNDS RECOMMENDS THAT YOU VOTE FOR EACH OF THE PROPOSALS.

As described in the enclosed Proxy Statement, each investment advisory agreement provides that, following the Transaction, AAI will provide the same investment advisory services on the same terms and the same fee rates as it currently provides to the Funds. Likewise, each Sub-Advisory Agreement provides that, following the Transaction, each Sub-Adviser will continue to provide the same sub-advisory services on the same terms and the same fee rates as it currently provides to its respective Fund. Each proposal is discussed in greater detail in the enclosed Proxy Statement.

You are entitled to vote at the Meeting, or any adjournment(s) or postponement(s) thereto, if you owned shares of one or more of the Funds at the close of business on August 2, 2011 (the “Record Date”). Proxies or voting instructions may be revoked at any time before they are exercised by executing and submitting a revised proxy, by giving written notice of revocation to the relevant Fund or by voting in person at the Meeting.

YOUR VOTE IS IMPORTANT – PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.

You are cordially invited to attend the Meeting. If you attend the Meeting, you may vote your shares in person. However, we urge you, whether or not you expect to attend the Meeting in person, to complete, date, sign and return the enclosed proxy card(s) in the enclosed postage-paid envelope or vote by telephone or through the Internet. We ask your cooperation in voting your proxy promptly.

By order of the Board of Trustees of the Financial Investors Trust, on behalf of the Funds

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IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS

While we strongly encourage you to read the full text of the enclosed Proxy Statement, we are also providing you with a brief overview of the subject of the shareholder vote. Your vote is important.

QUESTIONS AND ANSWERS

Q. What is happening?

A. On July 19, 2011, ALPS Holdings, Inc. (“ALPS”), parent company to ALPS Advisors, Inc. (“AAI” or “ALPS Advisors”), each Fund’s investment adviser, entered into a merger agreement (the “Transaction Agreement”) providing for the acquisition of ALPS by DST Systems, Inc. (“DST”). If the transaction contemplated by the Transaction Agreement (the “Transaction”) is completed, ALPS will become a wholly owned subsidiary of DST, a publicly traded company. The Transaction, if consummated, will constitute a chance of control of AAI. Completion of the Transaction is subject to a number of conditions, including without limitation obtaining regulatory approval and the consent to the Transaction by a certain percentage of ALPS’ clients representing a certain percentage of the annualized revenue of ALPS and its subsidiaries (which includes fund shareholder approval of new investment management agreements with AAI). ALPS and DST currently expect to complete the Transaction in the fourth quarter of 2011.

ALPS Advisors is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser and is a wholly owned subsidiary of ALPS, a Denver, Colorado-based company that provides a wide range of fund services, including fund accounting, transfer agency, shareholder services, active distribution, legal, tax and compliance services.

As described in the Proxy Statement, AAI will continue to be the investment adviser to the Funds after the Closing. The Sub-Advisers who currently manage the Funds are expected to continue to manage the Funds after the Closing. The senior personnel of AAI and the investment advisory personnel of each of the Sub-Advisers, who currently manage the Funds, are expected to continue to do so after the closing of the Transaction. In addition, the Board of Trustees (the “Board” or the “Trustees”) of Financial Investors Trust will continue in office after the Transaction. However, there can be no assurance that any particular employee of AAI or of a Sub-Adviser will choose to remain employed by AAI before or after the Closing.

In light of the Transaction, as well as other factors, the Board has determined that it is appropriate at this time to seek Shareholder approval of revised investment advisory and sub-advisory agreements between the Trust, AAI, and the Sub-Advisers, as applicable. Therefore, in order to provide for continued management of the Funds, Shareholders of each Fund are being asked to approve new investment advisory agreements and new sub-advisory agreements. The Proxy Statement provides additional information about AAI and each proposal. If Shareholders approve the proposals, the effectiveness of each proposal is contingent upon the Closing occurring, and each proposal will become effective only upon the Closing. If the Transaction is

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not consummated, none of the proposals will become effective, and the current investment advisory and sub-advisory agreements will remain in effect according to their terms.

THE BOARD OF TRUSTEES OF THE FUNDS RECOMMENDS THAT YOU VOTE FOR EACH OF THE PROPOSALS DESCRIBED IN THE PROXY STATEMENT.

Q. Why are you sending me this information?

A. You are receiving these proxy materials because you own shares in one or more of the Funds and have the right to vote on these very important proposals concerning your investment.

Q. Why am I being asked to vote on the new agreements?

A. Completion of the Transaction will result in an “assignment” of each Fund’s current investment advisory agreement and sub-advisory agreement and, as a result, will automatically terminate each of these agreements pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”). In light thereof, the Board has determined that it is appropriate at this time to seek Shareholder approval of revised investment advisory and sub-advisory agreements between the Trust, AAI and the Sub-Advisers, as applicable. To ensure that the operation of your Fund can continue without any interruption and that AAI and each Sub-Adviser can provide your Fund with the same services that are currently being provided to your Fund, your approval of the new agreements is sought. For the Closing to occur, certain conditions must be satisfied or waived, including, among others, the approval of the new advisory and sub-advisory agreements by Shareholders of the Funds.

Q. How will the Transaction affect me as a Fund Shareholder?

A. Your Fund and its investment objectives will not change as a result of the completion of the Transaction, and you will still own the same shares in the same Fund. The terms of the new agreements are the same as the existing agreements but for the new commencement date. If approved by the shareholders and upon the Closing, each new agreement will have an initial two-year term and will be subject to annual renewal thereafter. If the Transaction is completed, the advisory fee rates charged to your Fund are expected to remain the same as under the current investment advisory and sub-advisory agreements. The Sub-Advisers that currently manage the Funds are expected to continue to manage the Funds after the Closing. The senior personnel of AAI and the investment advisory personnel of each of the Sub-Advisers, who currently manage the Funds, are expected to continue to do so after the closing of the Transaction. In addition, the Board of Trustees will continue in office after the Transaction. However, there can be no assurance that any particular employee of AAI or of a Sub-Adviser will choose to remain employed by AAI or a Sub-Adviser before or after the Closing.

Q. Will any of the Fund’s names change?

A. No. None of the names of any Fund will change.

Q. Will there be any Sub-Adviser changes?

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A. No. The Sub-Advisers that currently manage the Funds are expected to continue to manage the Funds after the Closing, using the same investment objectives and strategies currently in place.

Q. Will the fees payable under the new agreements increase as a result of the Transaction?

A. No. The proposals to approve the new agreements do not seek any increase in fee rates.

Q. How do the Trustees of the Funds recommend that I vote?

A. The Trustees of your Fund recommend that you vote FOR each of the proposals.

Q. Will my Fund pay for this proxy solicitation or for the costs of the Transaction?

A. No. The Funds will not bear these costs. ALPS has agreed to bear any such costs that would otherwise be borne by the Funds.

Q. Who is entitled to vote?

A. If you owned shares of a Fund as of the close of business on August 2, 2011 (the “Record Date”), you are entitled to vote.

Q. How do I vote my shares?

A. For your convenience, there are several ways you can vote:

By Mail: Vote, sign and return the enclosed proxy card(s) in the enclosed self-addressed, postage-paid envelope;

By Telephone: Call the number printed on the enclosed proxy card(s);

By Internet: Access the website address printed on the enclosed proxy card(s); or

In Person: Attend the Meeting as described in the Proxy Statement.

Q. Why might there be more than one proxy card enclosed?

A. If you own shares of all nine Funds, you will receive a separate proxy card for each Fund. You will be allowed to vote your shares of a Fund only with respect to the approval of that Fund’s investment advisory or sub-advisory agreement.

Q. What vote is required to approve each proposal?

A. Approval of each new agreement requires the affirmative vote of a “majority of the outstanding voting securities” of each Fund, which, under the 1940 Act, means an affirmative

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vote of the lesser of (a) 67% or more of the shares of a Fund present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (b) more than 50% of the outstanding shares.

Q. What happens if I sign and return my proxy card but do not mark my vote?

A. Your proxy will be voted in favor of all matters.

Q. May I revoke my proxy?

A. You may revoke your proxy at any time before it is exercised by giving notice of your revocation to your Fund in writing, or by the execution and delivery of a later-dated proxy. You may also revoke your proxy by attending the Meeting, requesting the return of your proxy and voting in person.

Q. How can I obtain a copy of a Fund’s annual or semi-annual report?

A. If you would like to receive a copy of the latest annual or semi-annual report(s) for any Fund, please call 1-866-759-5679, or write to ALPS Fund Services, Inc., P.O. Box 44386, Denver, Colorado 80201. The reports will be furnished free of charge.

Q. Whom should I call for additional information about this Proxy Statement?

A. If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call the Funds’ proxy solicitor, Broadridge Financial Solutions, Inc. at 1-877-826-0885.

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INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and avoid the time and expenses involved in validating your vote if you fail to sign your proxy card properly.

(1) Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card.

(2) Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card.

(3) Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:

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FINANCIAL INVESTORS TRUST

ALPS/Red Rocks Listed Private Equity Fund

ALPS/WMC Value Intersection Fund

Clough China Fund

Jefferies Asset Management Commodity Strategy Allocation Fund

RiverFront Long-Term Growth Fund

RiverFront Moderate Growth Fund

RiverFront Long-Term Growth & Income Fund

RiverFront Moderate Growth & Income Fund

ALPS/Kotak India Growth Fund

(each, a “Fund” and together, the “Funds”)

PROXY STATEMENT

for the Special Meeting of Shareholders

to be held on October 14, 2011

1290 Broadway, Suite 1100

Denver, Colorado 80203

(303) 623-2577

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Trustees of Financial Investors Trust (the “Trust”), on behalf of the Funds, to be used at the special meeting of shareholders (the “Shareholders”) of the Funds to be held in the offices of ALPS Advisors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado on October 14, 2011 at 10:00 a.m. Mountain time and at any adjournments thereof (such meeting and any adjournments being referred to as the “Meeting”).

Solicitation of Proxies

The solicitation of proxies for use at the Meeting is being made primarily by the Funds by the mailing on or about August     , 2011 of the Notice of Special Meeting of Shareholders, this Proxy Statement and the accompanying proxy card. The proposals are being submitted to a vote of shareholders in connection with the July 19, 2011 entry into a merger agreement (the “Transaction Agreement”) providing for the acquisition of ALPS Holdings, Inc. (“ALPS”) by DST Systems, Inc. (“DST”). If the transaction contemplated by the Transaction Agreement (the “Transaction”) is completed, ALPS will become a wholly owned subsidiary of DST, a publicly traded company. The Transaction, if consummated, will constitute a chance of control of AAI. Completion of the Transaction is subject to a number of conditions, as described in greater detail in the section of this Proxy Statement titled “The Transaction”. ALPS and DST currently expect to complete the Transaction (the “Closing”) in the fourth quarter of 2011. Supplementary solicitations may be made by mail, telephone or personal interview by officers and Trustees of

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the Funds and officers, employees and agents of the Funds’ investment adviser, ALPS Advisors, Inc. (“AAI” or “ALPS Advisors”), and/or its affiliates and by Broadridge Financial Solutions, Inc., the firm that has been engaged to assist in the solicitation of proxies. Authorization to execute proxies may be obtained from Shareholders through instructions transmitted by telephone, facsimile or other electronic means.

At the Meeting, Shareholders of each Fund will be asked:

1. To approve new Investment Advisory Agreements for each Fund and AAI;

2. To approve new Sub-Advisory Agreements for each Fund with AAI and each of the current sub-advisers listed below (the “Sub-Advisers”):

3. To transact any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

If approved by the shareholders, the new Investment Advisory Agreements and the new Sub-Advisory Agreements will be effective upon the Closing.

The Board of Trustees has set the close of business on August 2, 2011 as the record date (the “Record Date”), and only Shareholders of record on the Record Date will be entitled to vote on these proposals at the Meeting. Additional information regarding outstanding shares and voting your proxy is included at the end of this Proxy Statement in the sections titled “GENERAL INFORMATION” and “VOTING INFORMATION.”

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Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on October 14, 2011. The Notice of Special Meeting, Proxy Statement and Proxy Card are available on the internet at www.proxyweb.com. Additional information about each Fund is available in its prospectus, statement of additional information, semi-annual report and annual report to shareholders. Copies of the Funds’ annual and semi-annual reports have previously been mailed to shareholders. This Proxy Statement should be read in conjunction with the annual and semi-annual reports. To request a copy of the Proxy Statement or a report, please call 1-877-826-0885 (for proxy materials) or 1-866-759-5679 (for reports), write to the Fund at P.O. Box 44386, Denver, CO 80201, or visit the Fund’s website at www.alpsfunds.com. You may also call for information on how to obtain directions to be able to attend the Special Meeting in person.

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GENERAL OVERVIEW

The Transaction

Under investment management agreements between AAI and the Trust, AAI serves as each Fund’s investment adviser and is responsible for each Fund’s overall investment strategy and its implementation. The date of each Existing Advisory Agreement and the date on which it was last renewed by the Board are provided in Appendix B.

AAI is a wholly owned subsidiary of ALPS Holdings, Inc. (“ALPS”). ALPS is currently a privately held company.

On July 19, 2011, ALPS entered into a merger agreement (the “Transaction Agreement”) providing for the acquisition of ALPS by DST Systems, Inc. (“DST”), and pursuant to which ALPS will be merged with and into a wholly owned subsidiary of DST. If the transaction contemplated by the Transaction Agreement (the “Transaction”) is completed, ALPS will become a wholly owned subsidiary of DST.

DST, which is headquartered in Kansas City, Missouri, and is a publicly traded company on the New York Stock Exchange, provides sophisticated information processing and computer software products and services to support the mutual fund, investment management, brokerage, insurance and healthcare industries. In addition to technology products and services, DST provides integrated print and electronic statement and billing output solutions through a wholly owned subsidiary.

Completion of the Transaction is subject to a number of conditions, including, without limitation:

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Although there is no assurance that the Closing will occur, if each of the terms and conditions required by the Transaction Agreement is satisfied or waived, DST, ALPS and AAI anticipate that the Closing will take place in the fourth quarter of 2011.

Post-Transaction Structure and Operations

If the Closing occurs, AAI will continue to be the investment adviser to the Funds after the Closing. The Sub-Advisers that currently manage their respective Funds are expected to continue to manage the Funds after the Closing. The senior personnel of AAI and the investment advisory personnel of each of the Sub-Advisers, who currently manage the Funds, are expected to continue to do so after the closing of the Transaction. However, there can be no assurance that any particular employee of AAI or of a Sub-Adviser will choose to remain employed by AAI before or after the Closing.

ALPS currently does not anticipate any changes to the organization and structure of the Funds. The composition of the Board of Trustees of the Funds will not be changed as a direct result of the Transaction, and the Board of Trustees will continue to make decisions regarding the independent accountants, custodian, administrator, distributor and transfer agent of the Funds. AAI is not proposing any changes to these existing service providers at this time.

Anticipated Benefits of the Transaction

Although there can be no assurance as to any benefit resulting from the Transaction, ALPS anticipates the following possible benefits:

New Investment Advisory and Sub-Advisory Agreements

AAI currently serves as investment adviser to each Fund. Upon the Closing, AAI will continue as the investment adviser to each Fund. In addition, upon the Closing, ALPS will be acquired by DST and, as a result, AAI will indirectly undergo a change in control. This change in control will likely be deemed an “assignment” of each Fund’s existing investment advisory agreement (the “Existing Investment Advisory Agreements”) and existing sub-advisory agreement (the “Existing Sub-Advisory Agreements,” and together with the Existing Investment Advisory Agreements, the “Existing Agreements”) under the 1940 Act. As required by the 1940 Act, each Fund’s Existing Agreement provides for its automatic termination in the event of an assignment, and each will, therefore, automatically terminate upon the Closing. In light thereof, the Board

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has determined that it is appropriate at this time to seek Shareholder approval of revised versions of each Fund’s Existing Agreement, each with a new commencement date.

Accordingly, Shareholders of each Fund are being asked to approve a new investment advisory agreement (the “New Investment Advisory Agreements”) and new sub-advisory agreements (the “New Sub-Advisory Agreements” and together, the “New Agreements”) with the same terms and the same fee rates as the Existing Agreements, but for the new commencement dates, allowing AAI and the various Sub-Advisers to manage each Fund. If approved by the Shareholders of each Fund, the New Agreements will become effective upon the Closing. For each Fund, the proposal to approve the New Sub-Advisory Agreements is subject to the approval of the New Investment Advisory Agreements. If the Transaction is not completed for any reason, the Existing Agreements will remain in effect for each Fund.

PROPOSAL 1: APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENTS

Shareholders of the Funds are being asked to approve New Investment Advisory Agreements between each Fund and AAI. As described above, each Fund’s Existing Investment Advisory Agreement will automatically terminate upon the Closing. Therefore, approval of the New Investment Advisory Agreements is sought so that the operation of each Fund can continue without interruption. If approved by the Shareholders, the new Investment Advisory Agreements will be effective upon the Closing. If the Transaction is not completed for any reason, the Existing Agreements will continue in effect.

Board Approval and Recommendation

On July 26, 2011, the Board of Trustees of the Funds, including a majority of the Independent Trustees, unanimously approved the New Investment Advisory Agreement with ALPS Advisors for each Fund and unanimously recommended that Shareholders of each Fund approve the applicable New Investment Advisory Agreement with ALPS Advisors. A summary of the Board’s considerations is provided below in the section titled “EVALUATION BY THE BOARD.”

Description of the Existing and New Investment Advisory Agreements

The forms of the New Investment Advisory Agreements are set forth in Exhibit A to this Proxy Statement. The description of terms in this section and the summaries in Exhibit B are qualified in their entirety by reference to Exhibit A. Exhibit B to this Proxy Statement shows:

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Under each Existing Investment Advisory Agreement, AAI, subject to the authority of the Board of Trustees of the Funds, is responsible for the overall management and administration of each Fund’s business affairs. AAI’s affiliate, ALPS Fund Services, Inc. (“ALPS Fund Services”), (i) serves as each Fund’s administrator and provides fund accounting and administrative services under a separate Fund Accounting and Administration Agreement and (ii) serves as each Fund’s transfer agent and provides transfer agency services under a separate Transfer Agency and Service Agreement. AAI’s affiliate, ALPS Distributors, Inc. (“ALPS Distributors”), acts as the distributor of each Fund’s shares pursuant to a separate Distribution Agreement.

The terms of each New Investment Advisory Agreement are the same as the terms of the respective Existing Investment Advisory Agreement but for the new commencement date. The fee rates for investment management under the New Investment Advisory Agreements are the same as the fee rates for those services under the respective Existing Investment Advisory Agreements. ALPS has advised the Board of Trustees that it does not anticipate that the Transaction will result in any reduction in the quality of services now provided to the Funds or have any adverse effect on the ability of AAI, or its affiliates, ALPS Fund Services or ALPS Distributors, to fulfill their obligations to the Funds.

The following discussion of the New Investment Advisory Agreements describes both the Existing Investment Advisory Agreement and the New Investment Advisory Agreement for each Fund. The next several paragraphs briefly summarize some important provisions of the Existing and New Investment Advisory Agreements, but for a more complete understanding of the Agreements, you should read Exhibits A and B.

Services Provided by ALPS Advisors

The New Investment Advisory Agreement for each Fund requires ALPS Advisors to provide general management services to the Fund and to assume overall supervisory responsibility for the general management and investment of each Fund’s assets, subject to the review and approval of the Board of Trustees. ALPS Advisors is responsible for setting each Fund’s investment program and strategies, revising the programs, as necessary, and monitoring and reporting periodically to the Board of Trustees concerning the implementation of the programs.

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The New Investment Advisory Agreement for each Fund provides for ALPS Advisors and the Fund to appoint one or more sub-advisers to have full discretion and to make all determinations with respect to the investment and reinvestment of the portion of the Fund’s assets assigned to that sub-adviser.

Term of the New Investment Advisory Agreements

The New Investment Advisory Agreement for each Fund provides that it will continue in effect for an initial period beginning on the Closing date and ending on the second anniversary of that date. After that, it will continue in effect from year to year as long as the continuation is approved at least annually (i) by the Fund’s Board of Trustees, including a majority of the Board’s Independent Trustees; or (ii) by vote of a majority of the outstanding voting securities of the Fund.

Termination of the New Investment Advisory Agreement

The New Investment Advisory Agreement for a Fund may be terminated without penalty by vote of the Board of Trustees, including a majority of the Board’s Independent Trustees, or by vote of a majority of the outstanding voting securities of the Fund, on 60 days’ written notice to ALPS Advisors, or by ALPS Advisors upon 60 days’ written notice to the Fund, and each terminates automatically in the event of its “assignment” as defined in the 1940 Act. The 1940 Act defines “assignment” to include, in general, transactions in which a significant change in the ownership of an investment adviser or its parent company occurs.

Liability of ALPS Advisors

Each New Investment Advisory Agreement provides that ALPS Advisors will not be liable to the Fund or its Shareholders for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which the agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by ALPS Advisors of its obligations and duties under the agreement, or a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and amount set forth in Section 36(b)(3) of the 1940 Act).

Differences between the Existing and New Investment Advisory Agreements

Each New Investment Advisory Agreement is the same as the corresponding Existing Investment Advisory Agreement but for the new commencement date.

Required Quorum and Vote

Shareholders of each Fund will vote separately. The presence in person or by proxy of one-third of the Trust’s shares that are entitled to vote constitutes a quorum.

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Approval of each New Investment Advisory Agreement requires the affirmative vote of a “majority of the outstanding voting securities” of each Fund, which, under the 1940 Act, means the affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (b) more than 50% of the outstanding shares.

THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF EACH FUND VOTE “FOR” PROPOSAL 1.

PROPOSAL 2: APPROVAL OF NEW SUB-ADVISORY AGREEMENTS

As discussed above, each Fund’s Existing Sub-Advisory Agreement will terminate upon the Closing. Consequently, Shareholders of each Fund are being asked to approve, at the Meeting, New Sub-Advisory Agreements among the Trust, AAI and the Sub-Advisers, as applicable. Approval of the New Sub-Advisory Agreements is sought so that the operation of each Fund can continue without interruption. Shareholders of each Fund are being asked to approve New Sub-Advisory Agreements among the relevant Fund, AAI and each Sub-Adviser listed below:

For each Fund, this proposal to approve New Sub-Advisory Agreements is subject to the approval of the proposal to approve New Investment Advisory Agreements. If approved by the Shareholders, the new Sub-Advisory Agreements will be effective upon the Closing. If the Transaction is not completed for any reason, the Existing Agreements will continue in effect.

Board Approval and Recommendation

On July 26, 2011, the Board of Trustees of the Funds, including a majority of the Independent Trustees, unanimously approved each New Sub-Advisory Agreement for each Fund with each respective Sub-Adviser and unanimously recommended that Shareholders approve each New

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Sub-Advisory Agreement relating to that Fund with such respective Sub-Adviser. A summary of the Board’s considerations is provided below in the section titled “EVALUATION OF THE BOARD.”

Description of the Existing and New Sub-Advisory Agreements

The forms of the New Sub-Advisory Agreements are set forth in Exhibit C to this Proxy Statement. The description of terms and the summaries in Exhibit D are qualified in their entirety by reference to Exhibit C. Exhibit D to this Proxy Statement shows:

The terms of each New Sub-Advisory Agreement are the same as those of the respective Existing Sub-Advisory Agreement. The Funds do not pay any fees under either the Existing Sub-Advisory Agreements or the New Sub-Advisory Agreements. All payments to a Sub-Adviser under an Existing Sub-Advisory Agreement are made by AAI and, if the New Sub-Advisory Agreements are approved, will continue to be made by AAI. The fee rates to be paid by AAI under each New Sub-Advisory Agreement are the same as the fee rates paid by AAI under the respective Existing Sub-Advisory Agreement. AAI and each Sub-Adviser have advised the Board of Trustees that they do not anticipate that the Transaction will result in any reduction in the quality of services now provided to the Funds or have any adverse effect on the ability of any Sub-Adviser to fulfill its obligations under its respective New Sub-Advisory Agreement.

The following discussion of the New Sub-Advisory Agreement describes both the Existing Sub-Advisory Agreements and the New Sub-Advisory Agreements for each Fund. Each New Sub-Advisory Agreement matches the form in Exhibit C, except for items specific to a Fund, such as the Fund’s name and fee rate. The next several paragraphs briefly summarize some important provisions of the Existing and New Sub-Advisory Agreements, but for a complete understanding of the Agreements, you should read Exhibits C and D.

Services Provided by the Sub-Advisers

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ALPS Advisors has delegated daily management of each Fund’s assets to its respective Sub-Adviser. The New Sub-Advisory Agreement for each Fund essentially provides that the Sub-Adviser for that Fund is engaged to manage the investments of the Fund in accordance with such Fund’s investment objective, policies and limitations and investment guidelines established by ALPS Advisors and the Board of Trustees.

Term of the New Sub-Advisory Agreements

The New Sub-Advisory Agreements provide that they will continue in effect for an initial period beginning on the Closing date and ending on the second anniversary of that date. After that, each New Sub-Advisory Agreement will continue in effect from year to year as long as the continuation is approved at least annually (i) by the Board of Trustees, including a majority of Independent Trustees; or (ii) by vote of a majority of the outstanding voting securities of the Fund.

Termination of the New Sub-Advisory Agreements

The New Sub-Advisory Agreement for a Fund may be terminated at any time, without the payment of any penalty, by a vote of the majority of the Board of Trustees, by vote of a majority of the outstanding voting securities of the Fund, or ALPS Advisors on 60 days’ prior written notice to the Sub-Adviser and ALPS Advisors, as appropriate. In addition, the Sub-Adviser may terminate the agreement upon 60 days’ written notice to ALPS Advisors. It is anticipated that the New Sub-Advisory Agreements will automatically terminate, without the payment of any penalty, in the event the New Investment Advisory Agreement with ALPS Advisors is assigned (as defined in the 1940 Act) or terminates for any other reason. The 1940 Act defines “assignment” to include, in general, transactions in which a significant change in the ownership of an investment adviser or its parent company occurs. The New Sub-Advisory Agreement will also terminate upon written notice to the other party that the other party is in material breach of the agreement, unless the other party in material breach of the agreement cures such breach to the reasonable satisfaction of the party alleging the breach within 30 days after written notice.

Liability of the Sub-Adviser

Each New Sub-Advisory Agreement provides that, except as may otherwise be provided by the 1940 Act or any other federal securities law, in the absence of willful misconduct, bad faith or gross negligence, neither the Sub-Adviser nor any of its officers, affiliates, employees or consultants (its “Affiliates”) shall be liable for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) incurred or suffered by ALPS Advisors, the Fund or the Trust as a result of any error of judgment or for any action or inaction taken in good faith by the Sub-Adviser or its Affiliates with respect to the Fund.

Differences between the Existing and New Sub-Advisory Agreements

Each New Sub-Advisory Agreement is the same as the corresponding Existing Sub-Advisory Agreement but for the new commencement date.

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Required Quorum and Vote

Shareholders of each Fund will vote separately. The presence in person or by proxy of one-third of the Trust’s shares that are entitled to vote constitutes a quorum.

Approval of each New Sub-Advisory Agreement requires the affirmative vote of a “majority of the outstanding voting securities” of each Fund, which, under the 1940 Act, means the affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (b) more than 50% of the outstanding shares.

THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF EACH FUND VOTE “FOR” PROPOSAL 2.

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EVALUATION BY THE BOARD

Summary of Board Meetings and Considerations

The Board met in person on June 28, 2011 and July 26, 2011 to evaluate, among other things, the Transaction, AAI and ALPS, and to determine whether approving the New Agreements was in the best interests of the Funds’ Shareholders. At its June 28, 2011 meeting, the Board met to discuss and consider, among other things, the status and renewal of Existing Agreements under Section 15(c) of the 1940 Act. The reconvened on July 26, 2011 to discuss and consider the approval of the New Agreements in light of the change of control of AAI contemplated by the completion of the Transaction. At those meetings and throughout the process of considering the Transaction, the Board, including a majority of the Independent Trustees, was advised by its independent legal counsel.

In their consideration of the Transaction, the Board and its counsel reviewed materials furnished by DST, AAI, ALPS and the Sub-Advisers, and communicated with senior representatives of DST, AAI, ALPS and the Sub-Advisers regarding their personnel, operations and financial condition. The Board also reviewed the terms of the Transaction and considered its possible effects on the Funds and their Shareholders. In this regard, the Trustees spoke with representatives of DST, ALPS and AAI during the Board meeting and in private sessions to discuss the anticipated effects of the Transaction.

During these meetings, the representatives of DST, ALPS and AAI indicated their belief that the Transaction would not adversely affect (i) the continued operation of the Funds; (ii) the capabilities of the senior investment advisory personnel of AAI who currently manage the Funds to continue to provide these and other services to the Funds at the current levels; and (3) the capabilities of each Sub-Adviser to continue to provide the same level of advisory and other services to the Funds. Those representatives indicated that they believed that the Transaction may provide certain benefits to the Funds, but also indicated that there could be no assurance as to any particular benefits that may result.

In connection with the Board’s recommendation that Shareholders approve the New Agreements required by the Transaction, the Trustees considered the following factors with respect to the Transaction in addition to the other factors discussed below, but without identifying any single factor as all-important or controlling:

(i) the assurances from DST and AAI that the manner in which the Funds’ assets are managed will not change as a result of the Transaction, that the same people who currently manage the Funds’ assets will continue to do so after the Transaction, and that there is not expected to be any diminution in the nature, quality and extent of services provided to the Funds;

(ii) the material terms of the New Agreements and the agreements for the provision of administrative services to the Funds, including the fees payable by the Funds, are the

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same as the terms of the Funds’ existing agreements but for the new commencement dates;

(iii) the assurances from ALPS that the existing expense waivers for the Funds are expected to continue in place;

(iv) the favorable history, reputation, qualification and background of ALPS;

(v) the qualifications of the ALPS and AAI personnel who will provide advisory and administrative services to the Funds;

(vi) ALPS’ and AAI’s financial condition;

(vii) DST’s financial condition;

(viii) the possibility of certain operational synergies arising from DST’s capabilities, products and services in the financial and investment management industries;

(ix) the possibility of access to new sales platforms in connection with DST’s existing services and capabilities;

(x) the potential adverse effects on AAI, and indirectly, on the Funds, in the event the Transaction is not completed;

(xi) the potential disruption to the provision of services to the Funds as a result of ALPS’ entry into the Transaction Agreement and the attendant efforts to effect the Closing; and

(xii) the fact that Fund Shareholders will not bear any costs in connection with the Transaction, inasmuch as ALPS has committed to pay the expenses of the Funds in connection with the Transaction, including all expenses in connection with the solicitation of proxies.

Board Consideration of the New Agreements

The 1940 Act requires that the Board of Trustees of the Funds review each Fund’s advisory contracts and consider whether to approve them and recommend that the Shareholders of each Fund approve them.

In anticipation of the Board’s meetings on June 28, 2011 and July 26, 2011, and as part of the process to consider the Transaction and the Funds’ Existing and New Agreements, legal counsel to the Independent Trustees requested certain information from DST, AAI and the Sub-Advisers. In response to these requests, the Independent Trustees received reports from DST, AAI and the Sub-Advisers that addressed specific factors to be considered by the Board. The Board also received from counsel a memorandum regarding the Board’s responsibilities pertaining to the approval of advisory contracts in general, as well as a memorandum regarding the Board’s

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responsibilities pertaining to particular considerations with respect to the New Agreements arising from the change of control of AAI.

At its meeting on June 28, 2011, the Board considered the information received from AAI and the Sub-Advisers, and reviewed the status of the Existing Agreements.

The Board reconvened on July 26, 2011 and, in addition to the information previously considered in connection with the review of the Existing Agreement, considered additional information supplied by DST, ALPS and AAI. To assist the Board in its consideration of the New Agreements, DST provided materials and information about itself, including its history, management, investment, risk management and compliance capabilities and processes, and financial condition. At the July 26, 2011 meeting, the Trustees discussed with a representative of DST its general plans and intentions regarding the Funds. The Board also inquired about the plans for, and anticipated roles and responsibilities of, the employees and officers of DST in connection with the Transaction, including the anticipated senior management structure. Prior to the Board’s approval of those agreements, the Independent Trustees met to consider management’s recommendations as to the approval of each New Agreement. Based on its evaluation, the Board unanimously concluded that the terms of each New Agreement were reasonable and fair and that the approval of each New Agreement was in the best interests of the Fund and its Shareholders.

In voting to approve each New Agreement, the Board did not identify any single factor as all-important or controlling. The following summary does not identify all the matters considered by the Board, but provides a summary of the principal matters it considered. The Board considered whether each New Agreement would be in the best interests of the respective Fund and its Shareholders, based on: (i) the nature, extent and quality of the services to be provided under the New Agreement; (ii) the investment performance of the Fund; (iii) the expenses borne by the Fund (including management fees and other expenses), the fees charged by AAI and the Sub-Adviser to the Fund and to their other clients, as applicable, and projected profits to be realized by AAI and its affiliates from their relationships with the Fund; (iv) the fact that economies of scale may be realized as the Fund grows and whether fee levels will reflect economies of scale for the benefit of Shareholders; (v) potential fall-out benefits to AAI and each Sub-Adviser from their relationships with the Fund; and (vi) other general information about AAI and each Sub-Adviser. The following is a summary of the Board’s consideration and conclusions regarding these matters.

Nature, Extent and Quality of the Services Provided

At its June 28, 2011 meeting, the Board considered the nature, extent and quality of the services provided by AAI, including portfolio manager selection, evaluation and monitoring and the portfolio management provided by each Sub-Adviser, in light of the investment objective of the respective Fund. The Board also considered each Sub-Adviser’s demonstrated consistency in investment approach. The Board reviewed the background and experience of (i) the current AAI personnel to be responsible for the evaluation and monitoring for each Fund and (ii) the Sub-Adviser personnel responsible for managing the portfolio of the respective Fund. The Board also

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considered the compliance records of AAI and each Sub-Adviser. Finally, the Board also considered its and the Funds’ long association with the current personnel employed by AAI, the relationships those AAI personnel maintain with the Sub-Advisers, and the ability of those personnel to evaluate the services provided by the Sub-Advisers.

The Board concluded at that time that the nature, extent and quality of the services to be provided by AAI and the respective Sub-Advisers to the respective Funds were appropriate and consistent with the terms of the respective Existing Agreements and that each Fund was likely to benefit from services provided under the Existing Agreements. The Board also concluded that the quality of the services provided by the senior advisory personnel employed by AAI and by the Sub-Advisers had been consistent with or superior to quality norms in the industry, and that AAI and the respective Sub-Advisers would have sufficient personnel, with the appropriate education and experience, to serve each Fund effectively. The Board also concluded that the Sub-Advisers had demonstrated a continuing ability to attract and retain well-qualified personnel, and that the structure of AAI’s operations was sufficient to retain and properly motivate the Funds’ current senior advisory personnel. Finally, the Board concluded that the financial condition of AAI and of each respective Sub-Adviser was sound.

At its July 26, 2011 meeting, the Board considered, in addition to the factors considered at the June 28, 2011 meeting, the expectations of DST, ALPS and AAI regarding the continuity of senior management and operations and the low likelihood of material adverse effect on the ability to provide services to the Funds. The Board also took note of any retention or employment arrangements with respect to portfolio managers or officers covering periods subsequent to the Closing, as well as the reduced possibility of changes in personnel following the Closing. The Board considered that, following the Transaction, the same senior investment advisory personnel of AAI and the Sub-Advisers are expected to continue to provide these services to each Fund . In that regard, the Board considered the long-term history of care and conscientiousness in the management of each Fund provided by that personnel, and whether such services would reasonably be expected to be continued to be provided following the Transaction.

Investment Performance

At its meeting on June 28, 2011, the Board reviewed the long-term and short-term investment performance of each Fund as of December 31, 2010 and as of March 31, 2011, and of other investment companies and other accounts managed by the Portfolio Managers. In that connection, the Board also considered the long-term and short-term investment performance of the existing senior investment advisory personnel of AAI who will continue to manage the Funds.

At its July 26, 2011 meeting, the Board reviewed the performance information previously considered in connection AAI and the Sub-Advisers, and noted the absence of any significant changes in performance of each Fund since the June 28, 2011 meeting.

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Costs of the Services to be Provided to the Funds and the Projected Profits to be Realized by AAI and the Sub-Advisers from their Relationship with the Funds

At its June 28, 2011 meeting, the Board reviewed the fees to be paid by each Fund to AAI and the fees to be paid by AAI to the Sub-Advisers under the Existing Agreements. The Board reviewed comparative fee information of each Fund’s advisory contracts, including information about (i) the rates of compensation paid to investment advisers, and overall expense ratios, for funds comparable in size, character and investment strategy to the Funds and (ii) the fees charged by the Sub-Advisers to their other client accounts, including institutional accounts, as applicable. The Board also considered the fact that each Fund’s fees were generally comparable to the fees charged to similar funds. The Board also took note of the fact that the Sub-Advisers would be paid by AAI and not the Funds. Further, the Board also considered the differences in the level of services provided and the differences in responsibility of the Sub-Advisers to each Fund. In renewing the Existing Agreements, the Board concluded that the management fees payable by each Fund to AAI and the fees payable by AAI to the Sub-Advisers were reasonable in relation to the nature and quality of the services expected to be provided, taking into account the fees charged by other advisers for managing comparable funds with similar strategies and the fees the Sub-Advisers charge to other clients.

At its July 26, 2011 meeting, the Board reviewed the same factors previously considered in its renewal of the Existing Agreements. With respect to the New Agreements, the Board noted that the rates of fees to be paid under the New Agreements are the same fee rates the Funds currently pay under the Existing Agreements. In that regard, the Board noted that its conclusions with respect to the Existing Agreements would continue to be applicable for the New Agreements.

Projected Profitability and Costs of Services to AAI and the Sub-Advisers

At its June 28, 2011 meeting, the Board reviewed reports of the financial position of each of the Sub-Advisers at the time of the annual renewal of the Fund’s advisory contracts. The Board considered the projected profitability of ALPS’ overall relationship with the Funds, which included fees payable to AAI for advisory services as well as fees payable to other ALPS affiliates for non-advisory services, and concluded that the projected costs of providing services to each Fund was not excessive. The Board also considered the potential “fall-out” benefits (including the receipt of research products and services from unaffiliated brokers) that AAI or the Sub-Advisers might receive in connection with their association with the Funds, and acknowledged each Sub-Adviser’s well-established stand-alone management relationships independent of each Fund and the regulatory risks each assumed in connection with the management of each Fund.

At its July 26, 2011 meeting, the Board was provided with updated information regarding the projected profitability of AAI. The Board took note of the above factors previously considered during the renewal of the Existing Agreements, and in that regard noted that the rates of fees payable to the advisers under the New Agreements would be unchanged.

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Extent of Economies of Scale as the Funds Grow and Whether Fee Levels Reflect Economies of Scale

At its June 28, 2011 meeting, the Board reviewed the Funds’ certain financial information provided by AAI, and concluded that, to the extent any economies of scale could be realized as the assets of each Fund increase, such economies would likely be insignificant at the current time.

In reviewing the New Agreements at the July 26, 2011 meeting, the Board reviewed the information previously considered in connection with the Existing Agreements, and took note of the fact that the Transaction presented the possibility of certain operational synergies arising from DST’s capabilities and services.

Annual Renewal of Existing Agreements and Approval of the New Agreements

In light of the considerations noted above, the Board, at its June 28, 2011 meeting, reviewed the Existing Agreements and renewed certain Existing Agreements for the maximum period permissible under the 1940 Act as part of its annual review process. In the event that the Closing does not occur, these Existing Agreements will remain in effect.

At its July 26, 2011 meeting, the Board reviewed the considerations previously noted in reviewing the Existing Agreements, and also considered additional factors and information in light of the Transaction. Based on their evaluation, the Board unanimously concluded that the terms of the New Agreements are reasonable, fair and in the best interests of each Fund and its Shareholders. The Board believes that the New Agreements will enable each Fund to continue to enjoy the high-quality investment management and sub-advisory services it has received in the past from ALPS Advisors and each Sub-Adviser, at fee rates identical to the present rates, which the Board deems appropriate, reasonable and in the best interests of each Fund and its Shareholders. Based on their evaluation of the aforementioned considerations, the Board unanimously voted to approve and to recommend to the Shareholders of each Fund that they approve the New Agreements.

Section 15(f) of the 1940 Act

Section 15(f) of the 1940 Act permits an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive any amount or benefit in connection with a sale of an interest in the investment adviser, provided that two conditions are satisfied.

First, an “unfair burden” may not be imposed on the investment company as a result of the sale of the interest, or any express or implied terms, conditions or understandings applicable to the sale of the interest. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any “interested person” of the adviser (as defined in the 1940 Act), receives or is entitled to receive any compensation, directly or indirectly, from the

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investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services).

Second, during the three-year period after the transaction, at least 75% of the members of the investment company’s board of trustees/directors cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor.

Although the Transaction involves a sale of a portion of the business of AAI rather than the sale of an interest in AAI, AAI and ALPS intend for the Transaction to come within the safe harbor provided by Section 15(f) of the 1940 Act. The Board has not been advised by DST, ALPS or AAI of any circumstances arising from the Transaction that might result in the imposition of an “unfair burden” on any Fund. At the present time, five (5) of six (6) of the Trustees are classified as Independent Trustees and following the Transaction, all five (5) of the Trustees will continue to be classified as such. DST and ALPS have agreed under the Transaction Agreement, and the Board understands, that DST shall use commercially reasonable efforts to enable the Funds to be within the safe harbor provided by Section  15(f) of the 1940 Act for a specified period subsequent to the Closing.

INFORMATION ABOUT ALPS ADVISORS AND AFFILIATES

ALPS and its Affiliates

ALPS, located at 1290 Broadway, Suite 1100, Denver, Colorado 80203, was founded in 1985 as a provider of fund administration and fund distribution services. Since then, ALPS has added additional services, including fund accounting, transfer agency, shareholder services, active distribution, legal, tax and compliance services. ALPS conducts its business through three wholly owned subsidiaries: ALPS Advisors, a SEC-registered investment adviser; ALPS Fund Services, Inc., an administrator and SEC-registered transfer agent; and ALPS Distributors, Inc., a FINRA-registered broker-dealer, currently registered in all 50 states. As of June 30, 2011, ALPS and its affiliates provide fund administration services to funds with assets in excess of $25 billion and distribution services to funds with assets of more than $290 billion.

Information regarding the principal executive officer, directors and certain other officers of AAI and its affiliates and certain other information is attached in Exhibits E and G to this Proxy Statement. Additional information regarding AAI is also attached in Exhibit  B to this Proxy Statement.

INFORMATION ABOUT THE SUB-ADVISERS

Information for each Sub-Adviser regarding its principal executive officers and directors or general partners, as applicable, and certain other information is attached in Exhibits F and G to this Proxy Statement. Additional information regarding each Sub-Adviser is also attached in Exhibit D to this Proxy Statement.

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Red Rocks Capital LLC (“Red Rocks”), located at 25188 Genesee Trail Road, Suite 250, Golden, Colorado, 80401, is the investment sub-adviser to the ALPS/Red Rocks Listed Private Equity Fund. Adam Goldman, Co-Founder and Managing Director of Red Rocks, has been portfolio manager of the Fund since its inception in December 2007. Mark Sunderhuse, Co-Founder and Managing Director of Red Rocks, has been portfolio manager of the Fund since its inception in December 2007. As of June 30, 2011, Red Rocks had approximately $1.033 billion in assets under management.

Wellington Management Company, LLP (“Wellington Management”), with principal offices at 280 Congress Street, Boston, Massachusetts, 02210, is the investment sub-adviser to the ALPS/WMC Value Intersection Fund. Mammen Chally, CFA, Vice President and Equity Portfolio Manager of Wellington Management, has managed the Fund since May 2009. As of June 30, 2011, Wellington Management had approximately $676 billion in assets under management.

Clough Capital Partners LP (“Clough Capital”), with principal offices at One Post Office Square, 40th Floor, Boston, Massachusetts, 02109, is the investment sub-adviser to the Clough China Fund. Eric Brock, Partner and Research Director of Clough Capital, has been co-portfolio manager of the Fund since July 2009. Francoise Vappereau, Managing Director of Clough Capital Hong Kong Ltd., has been co-portfolio manager of the Fund (including the Fund’s predecessors) since inception in December 2005. As of June 30, 2011, Clough Capital had approximately $4.0 billion in assets under management.

Jefferies Asset Management, LLC (“Jefferies Asset Management”), located at The Metro Center, One Station Place, 3N, Stamford, Connecticut, 06902, is the investment sub-adviser to the Jefferies Asset Management Commodity Strategy Allocation Fund. Robert B. Hyman is a Senior Vice President for Jefferies Asset Management and a Senior Portfolio Manager to the Fund since June 2010. As of June 30, 2011, Jefferies Asset Management had approximately $1.9 billion in assets under management (measured at agreed upon notional amounts for managed accounts, net asset value for pooled vehicles and includes non-fee paying accounts of affiliates).

RiverFront Investment Group, LLC (“RiverFront”), located at 9011 Arboretum Parkway, Suite 110, Richmond, Virginia 23236, is the investment sub-adviser to the Riverfront Long-Term Growth Fund, RiverFront Moderate Growth Fund, RiverFront Long-Term Growth & Income Fund and RiverFront Moderate Growth & Income Fund. Michael Jones, CFA Rod Smyth, Doug Sandler, CFA, and Tim Anderson, CFA of RiverFront have been the co-portfolio managers of the Funds since their inception in 2010. RiverFront was established in April 2008 by the former Chief Investment Officer, Chief Investment Strategist and Chief Equity Strategist at Wachovia Securities. RiverFront is majority-owned by its employees but is affiliated with Baird Financial Corporation and Private Advisor’s Coinvestment Fund, LP as a result of their minority equity interests and representation on RiverFront’s board of directors. As of June 30, 2011, RiverFront had approximately $3 billion in assets under management.

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Kotak Mahindra (UK) Limited (“Kotak”) is part of the Kotak Mahindra Group based in Mumbai, India. Kotak’s principal business address is 8^th Floor, Portsoken House, 155-157 Minories, London EC3N 1LS United Kingdom. Kotak is the investment sub-adviser to the ALPS/Kotak India Growth Fund (“Fund”). Nitin Jain, principal Fund manager and Harish Krishnan, Investment Manager at Kotak have been the portfolio managers of the Fund since its inception in February 2011. As of June 30, 2011, Kotak had approximately $1.66 billion in assets under management both on a discretionary and non-discretionary basis.

INFORMATION ABOUT OTHER SERVICE PROVIDERS

Investment Adviser, Administrator, Distributor and Transfer Agent

Following the Transaction, ALPS Advisors, 1290 Broadway, Suite 1100, Denver, Colorado, 80203, will continue to serve as investment advisor for each Fund; ALPS Fund Services, 1290 Broadway, Suite 1100, Denver, Colorado, 80203, will continue to serve as administrator and transfer agent to each Fund; and ALPS Distributors, 1290 Broadway, Suite 1100, Denver, Colorado, 80203, will continue to serve as distributor of each Fund’s shares.

GENERAL INFORMATION

Ownership of Shares

As of the Record Date, the following shares of beneficial interest were outstanding in each class of each of the Funds.

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As of the Record Date, the following persons were known to own of record more than 5% of any class of the voting securities of the Funds:

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Any person owning more than 25% of the outstanding shares of a Fund may be deemed to control it.

Since the beginning of each Fund’s most recently completed fiscal year, no Trustee has purchased or sold securities exceeding 1% of the outstanding securities of any class of ALPS or its subsidiaries.

As of December 31, 2010, no Independent Trustee or any of their immediate family members owned beneficially or of record any class of securities of ALPS, another investment adviser, sub-adviser or portfolio manager of either of the Funds or any person controlling, controlled by or under common control with any such entity.

As of December 31, 2010, the percentage of shares owned by the Trust’s Trustees and officers, individually and as a group, did not exceed 1% of the outstanding shares of any of the Funds.

Other Information

The following table provides certain information regarding certain Trustees and officers of the Trust.

Mr. Burke is a Trustee of the Trust, and owns an interest in ALPS, of which AAI is a wholly owned subsidiary. Mr. May serves as Treasurer to the Trust, and also owns an interest in ALPS. Upon completion of the Transaction, Mr. Burke and Mr. May are each anticipated to receive a portion of the merger consideration based on their relative ownership in ALPS, which portion is expected to be, in either instance, less than three percent of the total consideration paid to all stockholders of ALPS.

Mses. Legg, Storms and Nickels and Mr. Uhl are officers of the Trust, and are neither directors nor general partners of AAI. Each of Mses. Legg, Storms and Nickels, and Mr. Uhl owns interests in ALPS. No other officer or Trustee of the Trust who is not a director or general partner of AAI owns securities or has a material direct or indirect interest in AAI or any person controlling or controlled by AAI. Upon completion of the Transaction, Mses. Legg, Storms and

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Nickels and Mr. Uhl are each anticipated to receive a portion of the merger consideration based on their relative ownership in ALPS, which is expected to be, in either instance, less than one percent of the total consideration paid to all stockholders of ALPS.

Payment of Solicitation Expenses

ALPS will pay the expenses of the preparation, printing and mailing of this Proxy Statement and its enclosures and of all solicitations. Broadridge Financial Solutions, Inc. (“Broadridge”), a proxy solicitation firm, has been engaged to assist in the solicitation of proxies. The aggregate cost of retaining such proxy solicitation firm is expected to be between $98,451 and $112,133 plus expenses in connection with the solicitation of proxies. ALPS will reimburse brokerage firms and others for their expenses in forwarding solicitation material to the shareholders.

Broadridge will also be providing additional services, including tabulation services. Among other things, Broadridge will be: (i) required to maintain the confidentiality of all shareholder information; (ii) prohibited from selling or otherwise disclosing shareholder information to any third party; and (iii) required to comply with applicable telemarketing laws.

Delivery of Proxy Statement

Only one copy of this Proxy Statement may be mailed to each household, even if more than one person in the household is a Fund Shareholder, unless the applicable Fund has received contrary instructions from one or more of the household’s Shareholders. If a Shareholder needs an additional copy of this Proxy Statement, would like to receive separate copies in the future, or would like to request delivery of a single copy to Shareholders sharing an address, please contact 1-877-826-0885.

Other Business

The Trustees do not intend to bring any matters before the Meeting other than the Proposals described in this Proxy Statement, and the Trustees are not aware of any other matters to be brought before the Meeting by others. Because matters not known at the time of the solicitation may come before the Meeting, the proxy as solicited confers discretionary authority with respect to such matters as properly come before the Meeting, including any adjournment(s) or postponement(s) thereof, and it is the intention of the persons named as attorneys-in-fact in the proxy (or their substitutes) to vote the proxy in accordance with their judgment on such matters.

Submission of Certain Shareholder Proposals

The Trust is generally not required to hold annual meetings of shareholders, and the Trust generally does not hold a meeting of shareholders in any year, unless certain specified shareholder actions, such as the election of directors or the approval of a new advisory agreement, are required to be taken under state law or the 1940 Act. By observing this policy,

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the Trust seeks to avoid the expenses customarily incurred in the preparation of proxy material and the holding of shareholders’ meetings, as well as the related expenditure of staff time.

A shareholder desiring to submit a proposal intended to be presented at any meeting of shareholders of a series of the Trust hereafter called should send the proposal to the Secretary of the Trust at the Trust’s principal offices within a reasonable time before the solicitation of proxies for such meeting occurs. The mere submission of a proposal by a shareholder does not guarantee that such proposal will be included in the proxy statement because certain rules under the federal securities laws must be complied with before inclusion of the proposal is required. Also, the submission does not mean that the proposal will be presented at the meeting. For a shareholder proposal to be considered at a shareholders’ meeting, it must be a proper matter for consideration under Delaware law.

Reports to Shareholders and Financial Statements

The Annual Report to Shareholders of the Funds (if available), including financial statements of the Funds, have previously been sent to Fund shareholders. Upon request, each Fund’s most recent annual and subsequent semi-annual report (when available) can be obtained at no cost. To request a report for a Fund, please call 1-866-759-5679, write to ALPS Fund Services, Inc., P.O. Box 44386, Denver, Colorado 80201, or visit www.alpsfunds.com.

To avoid sending duplicate copies of materials to households, the Fund mails only one copy of each report to shareholders having the same last name and address on the Fund’s records, unless the Fund has received contrary instructions from shareholders.

If you want to receive multiple copies of these materials or request householding in the future, you may call the transfer agent at 1-866-759-5679. You may also notify the transfer agent in writing at ALPS Fund Services, Inc., P. O. Box 44386, Denver, Colorado, 80201. Individual copies of prospectuses and reports will be sent to you within thirty (30) days after the transfer agent receives your request to stop householding.

VOTING INFORMATION

Voting Rights

Only Shareholders of record of a Fund on the Record Date may vote. Shareholders of record on the Record Date are entitled to be present and to vote at the Meeting. Each share or fractional share is entitled to one vote or fraction thereof. Each Fund’s Shareholders will vote separately on each proposal with respect to that Fund. If you are a Shareholder of more than one Fund, you will be voting on each proposal separately with respect to each Fund in which you hold shares.

Each proxy solicited by the Boards of Trustees which is properly executed and returned in time to be voted at the Meeting will be voted at the Meeting in accordance with the instructions on the proxy. Any proxy may be revoked at any time prior to its use by written notification received by

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the Funds’ Secretary, by the execution and delivery of a later-dated proxy, or by attending the Meeting and voting in person. Any letter of revocation or later-dated proxy must be received by the Funds prior to the Meeting and must indicate your name and account number to be effective. Proxies voted by telephone or Internet may be revoked at any time before they are voted at the Meeting in the same manner that proxies voted by mail may be revoked.

For Proposals 1 and 2, the Funds understand that the New York Stock Exchange (the “NYSE”) has taken the position that broker-dealers that are members of the NYSE and that have not received instructions from a customer prior to the date specified in the broker-dealer firms’ request for voting instructions may not vote such customer’s shares on a new investment advisory contract. Therefore, NYSE broker-dealers that have not received customer instructions will not be permitted to vote customer shares with respect to Proposal 1 regarding the New Investment Advisory Agreements or Proposal 2 regarding the New Sub-Advisory Agreements. A signed proxy card or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares are to be voted on a proposal may be deemed to be an instruction to vote such shares in favor of the applicable proposal.

Abstentions and broker non-votes will be counted as present for purposes of determining whether a quorum is present. “Broker non-votes” occur where: (i) shares are held by brokers or nominees, typically in “street name”; (ii) instructions have not been received from the beneficial owners or persons entitled to vote the shares; and (iii) the broker or nominee does not have discretionary voting power on a particular matter.

Quorum; Adjournment

For each Fund, one-third of the shares outstanding on the Record Date and entitled to vote, present and in person or represented by proxy, constitutes a quorum for the transaction of business by the Shareholders of that Fund at the Meeting. The Meeting may be held for any Fund for which a quorum is present irrespective that a quorum may not be achieved for the Meeting of any other Fund. In the event a quorum is present at the Meeting, but sufficient votes to approve a proposal have not been received or in the discretion of such persons, the Chairman of the meeting or persons named as proxies (in the case of the Equity Fund) may propose one or more adjournments of the Meeting to permit further solicitation of proxies. A Shareholder vote may be taken on one or more of the proposals referred to above prior to such adjournment if sufficient votes have been received and it is otherwise appropriate. In the event of an adjournment, no notice is required other than an announcement at the meeting at which adjournment is taken.

Vote Required

Shareholders of each Fund must separately approve the New Investment Advisory Agreements and each New Sub-Advisory Agreement for such Fund. Approval of each of Proposal 1 and Proposal 2 by a Fund will require the affirmative vote of a “majority of the outstanding voting securities” of the Fund as defined in the Investment Company Act. This means the lesser of (1) 67% or more of the shares of the Fund present at the Meeting if more than 50% of the outstanding shares of the Fund are present in person or represented by proxy, or (2) more than 50% of the outstanding shares of the Fund.

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If the Shareholders of a Fund approve the New Investment Advisory Agreements and the New Sub-Advisory Agreements for such Fund, their effectiveness is conditioned upon the Closing, which in turn is conditioned on the satisfaction or waiver of certain conditions set forth in the agreement related to the Transaction including, among other things, that the Funds obtain Shareholder approval to enter into the New Agreements and AAI obtains any necessary regulatory approvals. If the conditions noted in the prior sentence are not met, the Existing Investment Advisory Agreements and the Existing Sub-Advisory Agreements will remain in effect. If the proposals described in this Proxy Statement are approved by Shareholders of the Funds, they will not become effective until the Closing.

To assure the presence of a quorum at the Meeting, please promptly execute and return the enclosed proxy. A self-addressed, postage-paid envelope is enclosed for your convenience. Alternatively, you may vote by telephone or through the Internet at the number or website address printed on the enclosed proxy card(s).

Should shareholders require additional information regarding the proxy or replacement proxy cards, they may contact Broadridge at 1-877-826-0885 (toll-free). Representatives are available Monday through Friday, 9:30 a.m. Eastern time to 9:00 p.m. Eastern time and Saturday, 10:00 a.m. Eastern time to 6:00 p.m. Eastern time.

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EXHIBITS TO PROXY STATEMENT

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EXHIBIT A

FORMS OF NEW INVESTMENT ADVISORY AGREEMENTS WITH ALPS ADVISORS

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Exhibit A

ALPS/RED ROCKS LISTED PRIVATE EQUITY FUND

FORM OF INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

This Investment Advisory and Management Agreement (the “Agreement”) is made and entered into as of                      between Financial Investors Trust, an open-end series management investment company organized as a Delaware statutory trust (the “Trust”), on behalf of the ALPS/Red Rocks Listed Private Equity Fund (the “Fund”), a series of the Trust, and ALPS Advisors, Inc., a corporation organized under the laws of the State of Colorado (the “Adviser”).

WHEREAS the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

WHEREAS the Trust desires to retain the Adviser, and the Adviser is willing to serve, as the Fund’s investment adviser with full discretion to manage the investments of the Fund, subject to and upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the Trust and the Adviser agree as follows:

1. Employment of the Adviser. The Trust hereby employs the Adviser to manage the investment and reinvestment of the Fund’s assets in the manner set forth in Section 2(A) of this Agreement and to provide the other services set forth in Section 2 of this Agreement, subject to and in accordance with this Agreement and the investment objectives, policies and restrictions set forth in the prospectus and statement of additional information contained in the Fund’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (the “Securities Act”) and the Investment Company Act of 1940, as amended (the “1940 Act”) currently in effect and as supplemented and/or amended from time to time (respectively the “Registration Statement,” the “Prospectus” and the “SAI”). The Adviser hereby accepts such employment and agrees during such period to render the services and to assume the obligations herein set forth. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.

2. Obligation of and Services to be Provided by the Adviser. The Adviser undertakes to provide the services hereinafter set forth and to assume the following obligations:

A. Investment Advisory & Management Services.

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B. Provision of Information Necessary for Preparation of Securities Registration Statements, Amendments and Other Materials.

The Adviser will make available and provide financial, accounting and statistical information concerning the Adviser required by the Fund in the preparation of registration statements, reports and other documents required by Federal and state securities laws, and such other information as the Fund may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the distribution of the Fund’s shares.

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C. Other Obligations and Services.

3. Execution and Allocation of Portfolio Brokerage Commissions. The Sub-Advisers, subject to and in accordance with any directions the Fund may issue from time to time, shall place, in the name of the Fund, orders for the execution of the Fund’s portfolio transactions. When placing such orders, the obligation of each Sub-Adviser shall be as provided in the applicable Sub-Advisory Agreement. The Adviser will oversee the placement of orders by Sub-Advisers in accordance with their respective Sub-Advisory Agreements and will render regular reports to the Fund of the total brokerage business placed on behalf of the Fund by the Sub-Advisers and the manner in which such brokerage business has been allocated.

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The Fund hereby agrees that any entity or person associated with the Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund to the extent and as permitted by Section 11(a)(1)(H) of the Securities Exchange Act of 1934, as amended (“1934 Act”).

Subject to the appropriate policies and procedures approved by the Board of Trustees, the Sub-Adviser may, to the extent authorized by Section 28(e) of the 1934 Act, cause the Fund to pay a broker or dealer that provides brokerage or research services to the Sub-Adviser or the Fund an amount of commission for effecting a Fund transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided in terms of that particular transaction or the Sub-Adviser’s overall responsibilities to the Fund or its other investment advisory clients. To the extent authorized by said Section 28(e) and the Board of Trustees, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action.

4. Expenses of the Fund. It is understood that the Fund will pay all its expenses other than those expressly assumed by the Adviser, which expenses payable by the Fund shall include:

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5. Representations

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6. Activities and Affiliates of the Adviser.

6. Fees for Services: Compensation of Adviser and Sub-Advisers. The compensation of the Adviser for its services under this Agreement shall be calculated and paid by the Fund

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7. Liabilities of the Adviser.

8. Renewal and Termination.

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9. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

10. Governing Law. To the extent that state law has not been preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware, without regard to the conflict of laws provisions of that state.

11. Interpretation. Nothing herein contained shall be deemed to require the Fund to take any action contrary to this Agreement and its Declaration of Fund or By-Laws, or any applicable statutory or regulatory requirements to which it is subject or by which it is bound, or to relieve or deprive the Trustees of their responsibility for and control of the conduct of the affairs of the Fund.

12. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties.

13. Amendment. No provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by the vote of the majority of the outstanding voting securities of the Fund.

14. Headings. The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

15. Force Majeure. The Adviser shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Adviser shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

16. Records. The records relating to the services provided under this Agreement shall be the property of the Fund and shall be under its control; however, the Fund shall furnish to the Adviser such records and permit it to retain such records (either in original or in duplicate form) as it shall reasonably require in order to carry out its duties. In the event of the termination of this Agreement, such records shall promptly be returned to the Fund by the Adviser free from any claim or retention of rights therein, provided that the Adviser may retain copies of any such records that are required by law. The Adviser shall keep confidential any information obtained in connection with its duties hereunder and disclose such information only if the Fund has authorized such disclosure or if such disclosure is expressly required or lawfully requested by applicable Federal or state regulatory authorities.

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17. Notice/Separate Funds. A copy of the Agreement and Declaration of Trust is on file with the Secretary of the State of Delaware and notice is hereby given that this instrument is executed on behalf of the Board of Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the relevant Fund. Each Fund will be regarded for all purposes hereunder as a separate party apart from each other Fund. Unless the context otherwise requires, with respect to every transaction covered hereby, every reference herein to a Trust is deemed to relate solely to the particular Fund to which such transaction relates. Under no circumstances will the rights, obligations or remedies with respect to a particular Fund constitute a right, obligation or remedy applicable to any other Fund. The use of this single document to memorialize the separate agreement as to each Fund is understood to be for clerical convenience only and will not constitute any basis for joining the other Funds for any reason.

18. Any notice, advice or report to be given pursuant to this Agreement shall be delivered or mailed:

To the Adviser at:

ALPS Advisors, Inc.

1290 Broadway, Suite 1100

Denver, CO 80203

Attention: General Counsel

To the Sub-Adviser at:

Red Rocks Capital LLC

25188 Genesee Trail Road, Suite 250

Golden, CO 80401

Attention: CFO

To the Trust or the Funds at:

ALPS/Red Rocks Listed Private Equity Fund

1290 Broadway, Suite 1100

Denver, CO 80203

Attention: Secretary

with a copy to:

Davis Graham & Stubbs LLP

1550 17th Street, Suite 500

Denver, Colorado 80202

Attn.: Lester R. Woodward, Esq.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, as of the day and year first written above.

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EXHIBIT A

ADVISORY FEE

For the investment advisory and management services provided to the Fund pursuant to Section 2(A) of this Agreement, the Fund will pay to the Adviser, on or before the 10^th day of each calendar month, a fee calculated and accrued daily and payable monthly by the Fund for the previous calendar month at the annual rate of 0.85% of the Fund’s average daily net assets.

The fees shall be pro rated for any month during which this Agreement is in effect for only a portion of the month.

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EXHIBIT A

FINANCIAL INVESTORS TRUST

FORM OF INVESTMENT ADVISORY AGREEMENT

ALPS/WMC VALUE INTERSECTION FUND

This Investment Advisory Agreement (this “Agreement”) is made and entered into as of this              day of                     , 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”).

WHEREAS, the Trust is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Board of Trustees of the Trust (the “Board”) has approved this Agreement, and the Adviser is willing to furnish certain investment advisory services upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1 Appointment of the Adviser. The Trust desires to employ the Fund’s capital by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Trust Instrument dated February 24, 1994, and in such Fund’s Prospectuses and the Statement of Additional Information as from time to time in effect (the “Prospectus”), and in the manner and to the extent as may from time to time be approved by the Board. The Trust desires to employ and hereby appoints the Adviser to act as investment adviser to the Fund. The Adviser accepts the appointment and agrees to furnish the services described herein for the compensation set forth below.

2. Delivery of Fund Documents. The Trust has furnished the Adviser with copies, properly certified or authenticated, of each of the following:

The Trust will furnish the Adviser from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any.

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3. Services provided by the Adviser. The Adviser undertakes to provide the services hereinafter set forth and to assume the following obligations:

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4. Allocation of Charges and Expenses. The Adviser will make available, without expense to the Trust or the Fund, the services of such of its officers, directors and employees as may be duly elected as officers or trustees of the Trust, subject to the individual consent of such persons to serve and to any limitations imposed by law. The Adviser will pay all expenses incurred in performing its investment advisory services under this Agreement, including compensation of and office space for officers and employees of the Adviser connected with management of the Fund. The Adviser will not be required to pay any investment advisory related expenses of the Fund other than those specifically allocated to it in this paragraph. In particular, but without limiting the generality of the foregoing, the Fund will be required to pay brokerage and other expenses of executing Fund transactions; taxes or governmental fees; interest charges and other costs of borrowing funds; litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business.

5. Compensation of the Adviser. In consideration for the services to be performed under this Agreement, the Adviser shall receive from the Trust an annual management fee, accrued daily at the rate of 1/365^th of the applicable advisory fee rate and payable monthly as soon as practicable after the last day of each month in the amount of (i) ninety-five (95) basis points of the Fund’s daily net assets during the month of $0 - $250M; (ii) eighty-five (85) basis points of the Fund’s daily net assets during the month of between $250M - $500M; and (iii) seventy-five (75) basis points of the Fund’s daily net assets during the month of above $500M. The Adviser will compensate the Sub-Advisers as provided in the Sub-Advisory Agreements entered into with the Sub-Advisers from time to time.

6. Services to other Accounts. The Trust understands that the Adviser acts as investment adviser to other managed accounts, and the Trust has no objection to the Adviser so acting, provided that whenever the Fund and one or more other accounts advised by the Adviser are prepared to purchase or sell the same security, available investments or opportunities for sales will be allocated in accordance with the written policies of the Adviser and in a manner believed by the Adviser to be equitable to each entity under the specific circumstances. The Trust recognizes that in some cases this procedure may affect adversely the price paid or received by the Fund or the size of the position purchased or sold by the Fund. In addition, the Trust understands that the persons employed by the Adviser to provide service to the Fund in connection with the performance of the Adviser’s duties under this Agreement will not devote their full time to that service. Moreover, nothing contained in this Agreement will be deemed to

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limit or restrict the right of the Adviser or any “affiliated person” of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature to other persons or entities, including serving as investment adviser to, or employee, officer, director or trustee of, other investment companies.

7. Brokerage and Avoidance of Conflicts of Interest. In connection with purchases or sales of Fund securities for the account of the Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission with respect to such purchases or sales. The Adviser or its agents shall arrange for the placing of all orders for the purchase and sale of Fund securities for the Fund’s account with brokers or dealers selected by the Adviser. In the selection of such brokers or dealers and the placing of such orders, the Adviser will use its best efforts to seek for the Fund the most favorable execution and net price available and will consider all factors the Adviser deems relevant in making such decisions including, but not limited to, price (including any applicable brokerage commission or dealer spread), size of order, difficulty of execution and operational facilities of the firm involved and the firm’s risk in positioning a block of securities.

The parties agree that it is in the interests of the Fund that the Adviser have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to such Fund than may result when brokerage is allocated to other brokers on the basis of the best price and execution. The Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Board from time to time. In selecting brokers or dealers to execute a particular transaction and in evaluating the best price and execution available, the Adviser may consider the brokerage and research services (as such terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Fund and/or other accounts over which the Adviser exercises investment discretion.

8. Representations.

(1) The Fund is a series of the Trust that is duly registered as an open-end investment company under the 1940 Act.

(2) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of its Board of Trustees, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Trust of this Agreement.

(3) The execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s Trust Instrument, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust.

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(4) This Agreement is a valid and binding agreement of the Trust, enforceable against it in accordance with the terms hereof.

(1) The Adviser is a Colorado corporation duly registered as an investment adviser under the Advisers Act.

(2) The Adviser will discharge its duties as investment adviser to the Fund in accordance with the applicable provisions of the 1940 Act and the Advisers Act and of the rules and regulations thereunder.

(3) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its shareholder and Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement.

(4) The execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s certificate of incorporation or by-laws, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser.

(5) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.

(6) This Agreement is a valid and binding agreement of the Adviser, enforceable against it in accordance with the terms hereof.

9. Standard of Care; Limitation of Liability. The Adviser will exercise its best judgment in rendering the services described herein. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a material breach of the Adviser of an Adviser representation or warranty made herein, willful misfeasance, bad faith or gross negligence on its part in the performance of the Adviser’s duties or from reckless disregard by the Adviser of its obligations and duties under this Agreement, or a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and amount set forth in Section 36(b)(3) of the 1940 Act).

10. Voting. The Adviser will take any action and provide any advice with respect to the voting of securities held by the Fund in accordance with the Fund’s Proxy Voting Policies and Procedures, as amended and revised from time to time.

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11. Duration and Termination of this Agreement. This Agreement shall remain in force for an initial term of two (2) years and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the vote of a majority of the members of the Board who are not interested persons of the Adviser, cast in person at a meeting called for the purpose of voting on such approval and by a vote of the Board or of a majority of the outstanding voting securities of the Trust. The requirement that continuance of this Agreement be specifically approved at least annually shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may, on sixty (60) days’ written notice, be terminated at any time without the payment of any penalty, by the Board, or by vote of a majority of the outstanding voting securities of the Fund, individually, or by the Adviser. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Agreement, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of “interested person”, “assignment” and “majority of the outstanding voting securities”), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order.

12. Amendment of this Agreement. A provision of this Agreement may be amended, changed, waived, discharged or terminated only by an instrument in writing signed by the party against whom enforcement of the amendment, change, waiver, discharge or termination is sought. An amendment to this Agreement shall not be effective until approved by the Board, including a majority of the directors who are not interested persons of the Adviser or of the Trust. To the extent legal counsel to the Trust concludes that shareholder approval of a particular amendment to this Agreement is required under the 1940 Act, such amendment will not be effective until the required shareholder approval has been obtained.

13. Notice. Any notice, advice or report to be given pursuant to this Agreement shall be delivered or mailed:

To the Adviser at:

ALPS Advisors, Inc.

1290 Broadway, Suite 1100

Denver, CO 80203

To the Trust or the Fund at:

Financial Investors Trust

1290 Broadway, Suite 1100

Denver, CO 80203

14. Governing Law. This Agreement constitutes the entire agreement of the parties, shall be binding upon and shall inure to the benefit of the parties hereto and shall be governed by Colorado law, without regard to conflicts of laws provisions of such state, in a manner not in conflict with the provisions of the 1940 Act.

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15. Miscellaneous. Neither the holders of shares of the Fund nor the officers or trustees of the Trust in their capacities as such shall be personally liable hereunder. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

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Appendix A

ALPS/WMC Value Intersection Fund

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Exhibit A

FINANCIAL INVESTORS TRUST

FORM OF INVESTMENT ADVISORY AGREEMENT

CLOUGH CHINA FUND

This Investment Advisory Agreement (this “Agreement”) is made and entered into as of this             day of                     , 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”).

WHEREAS, the Trust is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Board of Trustees of the Trust (the “Board”) has approved this Agreement, and the Adviser is willing to furnish certain investment advisory services upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1 Appointment of the Adviser. The Trust desires to employ the Fund’s capital by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Trust Instrument dated February 24, 1994, and in such Fund’s Prospectuses and the Statement of Additional Information as from time to time in effect (the “Prospectus”), and in the manner and to the extent as may from time to time be approved by the Board. The Trust desires to employ and hereby appoints the Adviser to act as investment adviser to the Fund. The Adviser accepts the appointment and agrees to furnish the services described herein for the compensation set forth below.

2. Delivery of Fund Documents. The Trust has furnished the Adviser with copies, properly certified or authenticated, of each of the following:

The Trust will furnish the Adviser from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any.

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3. Services provided by the Adviser. The Adviser undertakes to provide the services hereinafter set forth and to assume the following obligations:

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4. Allocation of Charges and Expenses. The Adviser will make available, without expense to the Trust or the Fund, the services of such of its officers, directors and employees as may be duly elected as officers or trustees of the Trust, subject to the individual consent of such persons to serve and to any limitations imposed by law. The Adviser will pay all expenses incurred in performing its investment advisory services under this Agreement, including compensation of and office space for officers and employees of the Adviser connected with management of the Fund. The Adviser will not be required to pay any investment advisory related expenses of the Fund other than those specifically allocated to it in this paragraph. In particular, but without limiting the generality of the foregoing, the Fund will be required to pay brokerage and other expenses of executing Fund transactions; taxes or governmental fees; interest charges and other costs of borrowing funds; litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business.

5. Compensation of the Adviser. In consideration for the services to be performed under this Agreement, the Adviser shall receive from the Trust an annual management fee, accrued daily at the rate of 1/365^th of the applicable advisory fee rate and payable monthly as soon as practicable after the last day of each month in the amount of 1.35% of the Fund’s daily net assets during the month. The Adviser will compensate the Sub-Advisers as provided in the Sub-Advisory Agreements entered into with the Sub-Advisers from time to time.

6. Services to other Accounts. The Trust understands that the Adviser acts as investment adviser to other managed accounts, and the Trust has no objection to the Adviser so acting, provided that whenever the Fund and one or more other accounts advised by the Adviser are prepared to purchase or sell the same security, available investments or opportunities for sales will be allocated in accordance with the written policies of the Adviser and in a manner believed by the Adviser to be equitable to each entity under the specific circumstances. The Trust recognizes that in some cases this procedure may affect adversely the price paid or received by the Fund or the size of the position purchased or sold by the Fund. In addition, the Trust understands that the persons employed by the Adviser to provide service to the Fund in connection with the performance of the Adviser’s duties under this Agreement will not devote their full time to that service. Moreover, nothing contained in this Agreement will be deemed to limit or restrict the right of the Adviser or any “affiliated person” of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature to

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other persons or entities, including serving as investment adviser to, or employee, officer, director or trustee of, other investment companies.

7. Brokerage and Avoidance of Conflicts of Interest. In connection with purchases or sales of Fund securities for the account of the Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission with respect to such purchases or sales. The Adviser or its agents shall arrange for the placing of all orders for the purchase and sale of Fund securities for the Fund’s account with brokers or dealers selected by the Adviser. In the selection of such brokers or dealers and the placing of such orders, the Adviser will use its best efforts to seek for the Fund the most favorable execution and net price available and will consider all factors the Adviser deems relevant in making such decisions including, but not limited to, price (including any applicable brokerage commission or dealer spread), size of order, difficulty of execution and operational facilities of the firm involved and the firm’s risk in positioning a block of securities.

The parties agree that it is in the interests of the Fund that the Adviser have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to such Fund than may result when brokerage is allocated to other brokers on the basis of the best price and execution. The Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Board from time to time. In selecting brokers or dealers to execute a particular transaction and in evaluating the best price and execution available, the Adviser may consider the brokerage and research services (as such terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Fund and/or other accounts over which the Adviser exercises investment discretion.

8. Representations.

(1) The Fund is a series of the Trust that is duly registered as an open-end investment company under the 1940 Act.

(2) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of its Board of Trustees, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Trust of this Agreement.

(3) The execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s Trust Instrument, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust.

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(4) This Agreement is a valid and binding agreement of the Trust, enforceable against it in accordance with the terms hereof.

(1) The Adviser is a Colorado corporation duly registered as an investment adviser under the Advisers Act.

(2) The Adviser will discharge its duties as investment adviser to the Fund in accordance with the applicable provisions of the 1940 Act and the Advisers Act and of the rules and regulations thereunder.

(3) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its shareholder and Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement.

(4) The execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s certificate of incorporation or by-laws, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser.

(5) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.

(6) This Agreement is a valid and binding agreement of the Adviser, enforceable against it in accordance with the terms hereof.

9. Standard of Care; Limitation of Liability. The Adviser will exercise its best judgment in rendering the services described herein. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a material breach of the Adviser of an Adviser representation or warranty made herein, willful misfeasance, bad faith or gross negligence on its part in the performance of the Adviser’s duties or from reckless disregard by the Adviser of its obligations and duties under this Agreement, or a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and amount set forth in Section 36(b)(3) of the 1940 Act).

10. Voting. The Adviser will take any action and provide any advice with respect to the voting of securities held by the Fund in accordance with the Fund’s Proxy Voting Policies and Procedures, as amended and revised from time to time.

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11. Duration and Termination of this Agreement. This Agreement shall remain in force for an initial term of two (2) years and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the vote of a majority of the members of the Board who are not interested persons of the Adviser, cast in person at a meeting called for the purpose of voting on such approval and by a vote of the Board or of a majority of the outstanding voting securities of the Trust. The requirement that continuance of this Agreement be specifically approved at least annually shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may, on sixty (60) days’ written notice, be terminated at any time without the payment of any penalty, by the Board, or by vote of a majority of the outstanding voting securities of the Fund, individually, or by the Adviser. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Agreement, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of “interested person”, “assignment” and “majority of the outstanding voting securities”), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order.

12. Amendment of this Agreement. A provision of this Agreement may be amended, changed, waived, discharged or terminated only by an instrument in writing signed by the party against whom enforcement of the amendment, change, waiver, discharge or termination is sought. An amendment to this Agreement shall not be effective until approved by the Board, including a majority of the directors who are not interested persons of the Adviser or of the Trust. To the extent legal counsel to the Trust concludes that shareholder approval of a particular amendment to this Agreement is required under the 1940 Act, such amendment will not be effective until the required shareholder approval has been obtained.

13. Notice. Any notice, advice or report to be given pursuant to this Agreement shall be delivered or mailed:

To the Adviser at:

ALPS Advisors, Inc.

1290 Broadway, Suite 1100

Denver, CO 80203

To the Trust or the Fund at:

Financial Investors Trust

1290 Broadway, Suite 1100

Denver, CO 80203

14. Governing Law. This Agreement constitutes the entire agreement of the parties, shall be binding upon and shall inure to the benefit of the parties hereto and shall be governed by Colorado law, without regard to conflicts of laws provisions of such state, in a manner not in conflict with the provisions of the 1940 Act.

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15. Miscellaneous. Neither the holders of shares of the Fund nor the officers or trustees of the Trust in their capacities as such shall be personally liable hereunder. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

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Appendix A

Clough China Fund

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Exhibit A

FINANCIAL INVESTORS TRUST

JEFFERIES ASSET MANAGEMENT COMMODITY

STRATEGY ALLOCATION FUND

FORM OF INVESTMENT ADVISORY AGREEMENT

This Investment Advisory Agreement (the “Agreement”) is made and entered into as of this              day of                     , by and between ALPS Advisors, Inc., a Colorado corporation (the “Adviser”), and Financial Investors Trust, a Delaware statutory trust (the “Trust”), regarding the Fund listed in Appendix A (the “Fund”).

WHEREAS, the Trust is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Board of Trustees of the Trust (the “Board”) has approved this Agreement, and the Adviser is willing to furnish certain investment advisory services upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. Appointment of the Adviser. The Trust desires to employ the Fund’s capital by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Trust Instrument February 24, 1994, as amended, and in the Fund’s Prospectus and the Statement of Additional Information as from time to time in effect (the “Prospectus”), and in the manner and to the extent as may from time to time be approved by the Board. The Trust desires to employ and hereby appoints the Adviser to act as investment adviser to the Fund. The Adviser accepts the appointment and agrees to furnish the services described herein for the compensation set forth below.

2. Delivery of Fund Documents. The Trust has furnished the Adviser with copies, properly certified or authenticated, of each of the following:

The Trust will furnish the Adviser from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any.

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3. Services provided by the Adviser. Subject to the supervision and direction of the Board, the Adviser will, either directly or by employing suitable sub-advisers: (a) act in strict conformity with the Trust’s Trust Instrument, the Trust’s Bylaws, the 1940 Act and the Investment Advisers Act of 1940, as amended; (b) manage the Fund and furnish a continual investment program for the Fund in accordance with such Fund’s investment objective and policies as described in the Fund’s Prospectus; (c) make investment decisions for the Fund; (d) provide the Fund with investment research and statistical data, advice and supervision, data processing and clerical services; (e) provide the Trust with access to certain office facilities, which may be the Adviser’s own offices; (f) determine what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, allocate assets of the Fund to separate sub-accounts of the approved sub-advisers, and determine what portion of the Fund’s assets shall be held uninvested; (g) review asset allocations and investment policies with the Board every quarter; and (h) advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and its committees with respect to the foregoing matters and the conduct of the business of the Fund. In addition, the Adviser will furnish the Trust with whatever statistical information the Trust may reasonably request with respect to the securities that the Fund may hold or contemplate purchasing. The appointment of sub-advisers shall be subject to approval by the Board and, to the extent required by the 1940 Act or any other law or regulation, approval of the shareholders of the Trust. The Adviser shall initially determine and make such modifications to the identity and number of shares of the securities that will be applicable that day to redemption requests received for the Fund as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s custodian with respect to such designations).

The Adviser will keep the Trust informed of developments materially affecting the Fund and will, on its own initiative, furnish the Trust from time to time with whatever information the Adviser believes is appropriate for this purpose.

4. Allocation of Charges and Expenses. The Adviser will make available, without expense to the Trust or the Fund, the services of such of its officers, directors and employees as may be duly elected as officers or trustees of the Trust, subject to the individual consent of such persons to serve and to any limitations imposed by law. The Adviser will pay all expenses incurred in performing its investment advisory services under this Agreement, including compensation of and office space for officers and employees of the Adviser connected with management of the Fund. The Adviser will not be required to pay any investment advisory related expenses of the Fund other than those specifically allocated to it in this paragraph. In particular, but without limiting the generality of the foregoing, the Fund will be required to pay brokerage and other expenses of executing Fund transactions; taxes or governmental fees; interest charges and other costs of borrowing funds; litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business.

5. Compensation of the Adviser. In consideration for the services to be performed under this Agreement, the Adviser shall receive from the Trust an annual management fee, accrued daily at the rate of 1/365^th of the applicable advisory fee rate and payable monthly as soon as

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practicable after the last day of each month in the amount of 0.85% of the Fund’s daily net assets during the month (the “Fee”).

6. Services to other Accounts. The Trust understands that the Adviser acts as investment adviser to other managed accounts, and the Trust has no objection to the Adviser so acting, provided that whenever the Fund and one or more other accounts advised by the Adviser are prepared to purchase or sell the same security, available investments or opportunities for sales will be allocated in accordance with the written policies of the Adviser and in a manner believed by the Adviser to be equitable to each entity under the specific circumstances. The Trust recognizes that in some cases this procedure may affect adversely the price paid or received by the Fund or the size of the position purchased or sold by the Fund. In addition, the Trust understands that the persons employed by the Adviser to provide service to the Fund in connection with the performance of the Adviser’s duties under this Agreement will not devote their full time to that service. Moreover, nothing contained in this Agreement will be deemed to limit or restrict the right of the Adviser or any “affiliated person” of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature to other persons or entities, including serving as investment adviser to, or employee, officer, director or trustee of, other investment companies.

7. Brokerage and Avoidance of Conflicts of Interest. In connection with purchases or sales of Fund securities for the account of the Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission with respect to such purchases or sales. The Adviser or its agents shall arrange for the placing of all orders for the purchase and sale of Fund securities for the Fund’s account with brokers or dealers selected by the Adviser. In the selection of such brokers or dealers and the placing of such orders, the Adviser will use its best efforts to seek for the Fund the most favorable execution and net price available and will consider all factors the Adviser deems relevant in making such decisions including, but not limited to, price (including any applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm involved and the firm’s risk in positioning a block of securities.

The parties agree that it is in the interests of the Fund that the Adviser have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to such Fund than may result when brokerage is allocated to other brokers on the basis of the best price and execution. The Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Board from time to time. In selecting brokers or dealers to execute a particular transaction and in evaluating the best price and execution available, the Adviser may consider the brokerage and research services (as such terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Fund and/or other accounts over which the Adviser exercises investment discretion.

8. Standard of Care; Limitation of Liability. The Adviser will exercise its best judgment in rendering the services described herein. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by the

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Adviser of its obligations and duties under this Agreement, or a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and amount set forth in Section 36(b)(3) of the 1940 Act).

9. Voting. The Adviser will take any action and provide any advice with respect to the voting of securities held by the Fund in accordance with the Fund’s Proxy Voting Policies and Procedures, as amended and revised from time to time.

10. Duration and Termination of this Agreement. This Agreement shall remain in force for an initial term of two (2) years and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the vote of a majority of the members of the Board who are not interested persons of the Adviser, cast in person at a meeting called for the purpose of voting on such approval and by a vote of the Board or of a majority of the outstanding voting securities of the Trust. The requirement that continuance of this Agreement be specifically approved at least annually shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may, on sixty (60) days’ written notice, be terminated at any time without the payment of any penalty, by the Board, or by vote of a majority of the outstanding voting securities of the Fund, individually, or by the Adviser. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Agreement, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of “interested person,” “assignment” and “majority of the outstanding voting securities”), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order.

11. Amendment of this Agreement. A provision of this Agreement may be amended, changed, waived, discharged or terminated only by an instrument in writing signed by the party against whom enforcement of the amendment, change, waiver, discharge or termination is sought. An amendment to this Agreement shall not be effective until approved by the Board, including a majority of the directors who are not interested persons of the Adviser or of the Trust. To the extent legal counsel to the Trust concludes that shareholder approval of a particular amendment to this Agreement is required under the 1940 Act, such amendment will not be effective until the required shareholder approval has been obtained.

12. Notice. Any notice, advice or report to be given pursuant to this Agreement shall be delivered or mailed:

To the Adviser at:

ALPS Advisors, Inc.

1290 Broadway, Suite 1100

Denver, CO 80203

Attn: General Counsel

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To the Trust or the Fund at:

Financial Investors Trust

1290 Broadway, Suite 1100

Denver, CO 80203

Attn: Secretary

13. Governing Law. This Agreement constitutes the entire agreement of the parties, shall be binding upon and shall inure to the benefit of the parties hereto and shall be governed by Colorado law in a manner not in conflict with the provisions of the 1940 Act.

14. Miscellaneous. Neither the holders of shares of the Fund nor the officers or trustees of the Trust in their capacities as such shall be personally liable hereunder. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

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Appendix A

Jefferies Asset Management Commodity Strategy Allocation Fund

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Exhibit A

FINANCIAL INVESTORS TRUST

FORM OF INVESTMENT ADVISORY AGREEMENT

This Investment Advisory Agreement (the “Agreement”) is made and entered into as of this              day of                      , by and between ALPS Advisors, Inc., a Colorado corporation (the “Adviser”), and Financial Investors Trust, a Delaware statutory trust (the “Trust”), regarding the Funds listed in Appendix A (each, a “Fund,” and together, the “Funds”).

WHEREAS, the Trust is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Board of Trustees of the Trust (the “Board”) has approved this Agreement, and the Adviser is willing to furnish certain investment advisory services upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. Appointment of the Adviser. The Trust desires to employ the Fund’s capital by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Trust Instrument February 24, 1994, as amended, and in the Fund’s Prospectus and the Statement of Additional Information as from time to time in effect (the “Prospectus”), and in the manner and to the extent as may from time to time be approved by the Board. The Trust desires to employ and hereby appoints the Adviser to act as investment adviser to the Fund. The Adviser accepts the appointment and agrees to furnish the services described herein for the compensation set forth below.

2. Delivery of Fund Documents. The Trust has furnished the Adviser with copies, properly certified or authenticated, of each of the following:

The Trust will furnish the Adviser from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any.

3. Services provided by the Adviser. Subject to the supervision and direction of the Board, the Adviser will, either directly or by employing suitable sub-advisers: (a) act in strict

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conformity with the Trust’s Trust Instrument, the Trust’s Bylaws, the 1940 Act and the Investment Advisers Act of 1940, as amended; (b) manage the Fund and furnish a continual investment program for the Fund in accordance with such Fund’s investment objective and policies as described in the Fund’s Prospectus; (c) make investment decisions for the Fund; (d) provide the Fund with investment research and statistical data, advice and supervision, data processing and clerical services; (e) provide the Trust with access to certain office facilities, which may be the Adviser’s own offices; (f) determine what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, allocate assets of the Fund to separate sub-accounts of the approved sub-advisers, and determine what portion of the Fund’s assets shall be held uninvested; (g) review asset allocations and investment policies with the Board every quarter; and (h) advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and its committees with respect to the foregoing matters and the conduct of the business of the Fund. In addition, the Adviser will furnish the Trust with whatever statistical information the Trust may reasonably request with respect to the securities that the Fund may hold or contemplate purchasing. The appointment of sub-advisers shall be subject to approval by the Board and, to the extent required by the 1940 Act or any other law or regulation, approval of the shareholders of the Trust. The Adviser shall initially determine and make such modifications to the identity and number of shares of the securities that will be applicable that day to redemption requests received for the Fund as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s custodian with respect to such designations).

The Adviser will keep the Trust informed of developments materially affecting the Fund and will, on its own initiative, furnish the Trust from time to time with whatever information the Adviser believes is appropriate for this purpose.

4. Allocation of Charges and Expenses. The Adviser will make available, without expense to the Trust or the Fund, the services of such of its officers, directors and employees as may be duly elected as officers or trustees of the Trust, subject to the individual consent of such persons to serve and to any limitations imposed by law. The Adviser will pay all expenses incurred in performing its investment advisory services under this Agreement, including compensation of and office space for officers and employees of the Adviser connected with management of the Fund. The Adviser will not be required to pay any investment advisory related expenses of the Fund other than those specifically allocated to it in this paragraph. In particular, but without limiting the generality of the foregoing, the Fund will be required to pay brokerage and other expenses of executing Fund transactions; taxes or governmental fees; interest charges and other costs of borrowing funds; litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business.

5. Compensation of the Adviser. In consideration for the services to be performed under this Agreement, the Adviser shall receive from the Trust an annual management fee, accrued daily at the rate of 1/365^th of the applicable advisory fee rate and payable monthly as soon as practicable after the last day of each month in the amount of 0.90% of the Fund’s daily net assets during the month.

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6. Services to other Accounts. The Trust understands that the Adviser acts as investment adviser to other managed accounts, and the Trust has no objection to the Adviser so acting, provided that whenever the Fund and one or more other accounts advised by the Adviser are prepared to purchase or sell the same security, available investments or opportunities for sales will be allocated in accordance with the written policies of the Adviser and in a manner believed by the Adviser to be equitable to each entity under the specific circumstances. The Trust recognizes that in some cases this procedure may affect adversely the price paid or received by the Fund or the size of the position purchased or sold by the Fund. In addition, the Trust understands that the persons employed by the Adviser to provide service to the Fund in connection with the performance of the Adviser’s duties under this Agreement will not devote their full time to that service. Moreover, nothing contained in this Agreement will be deemed to limit or restrict the right of the Adviser or any “affiliated person” of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature to other persons or entities, including serving as investment adviser to, or employee, officer, director or trustee of, other investment companies.

7. Brokerage and Avoidance of Conflicts of Interest. In connection with purchases or sales of Fund securities for the account of the Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission with respect to such purchases or sales. The Adviser or its agents shall arrange for the placing of all orders for the purchase and sale of Fund securities for the Fund’s account with brokers or dealers selected by the Adviser. In the selection of such brokers or dealers and the placing of such orders, the Adviser will use its best efforts to seek for the Fund the most favorable execution and net price available and will consider all factors the Adviser deems relevant in making such decisions including, but not limited to, price (including any applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm involved and the firm’s risk in positioning a block of securities.

The parties agree that it is in the interests of the Fund that the Adviser have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to such Fund than may result when brokerage is allocated to other brokers on the basis of the best price and execution. The Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Board from time to time. In selecting brokers or dealers to execute a particular transaction and in evaluating the best price and execution available, the Adviser may consider the brokerage and research services (as such terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Fund and/or other accounts over which the Adviser exercises investment discretion.

8. Standard of Care; Limitation of Liability. The Adviser will exercise its best judgment in rendering the services described herein. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by the Adviser of its obligations and duties under this Agreement, or a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and amount set forth in Section 36(b)(3) of the 1940 Act).

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9. Voting. The Adviser will take any action and provide any advice with respect to the voting of securities held by the Fund in accordance with the Fund’s Proxy Voting Policies and Procedures, as amended and revised from time to time.

10. Duration and Termination of this Agreement. This Agreement shall remain in force for an initial term of two (2) years and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the vote of a majority of the members of the Board who are not interested persons of the Adviser, cast in person at a meeting called for the purpose of voting on such approval and by a vote of the Board or of a majority of the outstanding voting securities of the Trust. The requirement that continuance of this Agreement be specifically approved at least annually shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may, on sixty (60) days’ written notice, be terminated at any time without the payment of any penalty, by the Board, or by vote of a majority of the outstanding voting securities of the Fund, individually, or by the Adviser. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Agreement, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of “interested person,” “assignment” and “majority of the outstanding voting securities”), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order.

11. Amendment of this Agreement. A provision of this Agreement may be amended, changed, waived, discharged or terminated only by an instrument in writing signed by the party against whom enforcement of the amendment, change, waiver, discharge or termination is sought. An amendment to this Agreement shall not be effective until approved by the Board, including a majority of the directors who are not interested persons of the Adviser or of the Trust. To the extent legal counsel to the Trust concludes that shareholder approval of a particular amendment to this Agreement is required under the 1940 Act, such amendment will not be effective until the required shareholder approval has been obtained.

12. Notice. Any notice, advice or report to be given pursuant to this Agreement shall be delivered or mailed:

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13. Governing Law. This Agreement constitutes the entire agreement of the parties, shall be binding upon and shall inure to the benefit of the parties hereto and shall be governed by Colorado law in a manner not in conflict with the provisions of the 1940 Act.

14. Miscellaneous. Neither the holders of shares of the Fund nor the officers or trustees of the Trust in their capacities as such shall be personally liable hereunder. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

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Appendix A

RiverFront Long-Term Growth Fund

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Exhibit A

FINANCIAL INVESTORS TRUST

FORM OF INVESTMENT ADVISORY AGREEMENT

This Investment Advisory Agreement (the “Agreement”) is made and entered into as of this              day of                     , by and between ALPS Advisors, Inc., a Colorado corporation (the “Adviser”), and Financial Investors Trust, a Delaware statutory trust (the “Trust”), regarding the Funds listed in Appendix A (each, a “Fund,” and together, the “Funds”).

WHEREAS, the Trust is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Board of Trustees of the Trust (the “Board”) has approved this Agreement, and the Adviser is willing to furnish certain investment advisory services upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. Appointment of the Adviser. The Trust desires to employ the Fund’s capital by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Trust Instrument February 24, 1994, as amended, and in the Fund’s Prospectus and the Statement of Additional Information as from time to time in effect (the “Prospectus”), and in the manner and to the extent as may from time to time be approved by the Board. The Trust desires to employ and hereby appoints the Adviser to act as investment adviser to the Fund. The Adviser accepts the appointment and agrees to furnish the services described herein for the compensation set forth below.

2. Delivery of Fund Documents. The Trust has furnished the Adviser with copies, properly certified or authenticated, of each of the following:

The Trust will furnish the Adviser from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any.

3. Services provided by the Adviser. Subject to the supervision and direction of the Board, the Adviser will, either directly or by employing suitable sub-advisers: (a) act in strict

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conformity with the Trust’s Trust Instrument, the Trust’s Bylaws, the 1940 Act and the Investment Advisers Act of 1940, as amended; (b) manage the Fund and furnish a continual investment program for the Fund in accordance with such Fund’s investment objective and policies as described in the Fund’s Prospectus; (c) make investment decisions for the Fund; (d) provide the Fund with investment research and statistical data, advice and supervision, data processing and clerical services; (e) provide the Trust with access to certain office facilities, which may be the Adviser’s own offices; (f) determine what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, allocate assets of the Fund to separate sub-accounts of the approved sub-advisers, and determine what portion of the Fund’s assets shall be held uninvested; (g) review asset allocations and investment policies with the Board every quarter; and (h) advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and its committees with respect to the foregoing matters and the conduct of the business of the Fund. In addition, the Adviser will furnish the Trust with whatever statistical information the Trust may reasonably request with respect to the securities that the Fund may hold or contemplate purchasing. The appointment of sub-advisers shall be subject to approval by the Board and, to the extent required by the 1940 Act or any other law or regulation, approval of the shareholders of the Trust. The Adviser shall initially determine and make such modifications to the identity and number of shares of the securities that will be applicable that day to redemption requests received for the Fund as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s custodian with respect to such designations).

The Adviser will keep the Trust informed of developments materially affecting the Fund and will, on its own initiative, furnish the Trust from time to time with whatever information the Adviser believes is appropriate for this purpose.

4. Allocation of Charges and Expenses. The Adviser will make available, without expense to the Trust or the Fund, the services of such of its officers, directors and employees as may be duly elected as officers or trustees of the Trust, subject to the individual consent of such persons to serve and to any limitations imposed by law. The Adviser will pay all expenses incurred in performing its investment advisory services under this Agreement, including compensation of and office space for officers and employees of the Adviser connected with management of the Fund. The Adviser will not be required to pay any investment advisory related expenses of the Fund other than those specifically allocated to it in this paragraph. In particular, but without limiting the generality of the foregoing, the Fund will be required to pay brokerage and other expenses of executing Fund transactions; taxes or governmental fees; interest charges and other costs of borrowing funds; litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business.

5. Compensation of the Adviser. In consideration for the services to be performed under this Agreement, the Adviser shall receive from the Trust an annual management fee, accrued daily at the rate of 1/365^th of the applicable advisory fee rate and payable monthly as soon as practicable after the last day of each month in the amount of 0.90% of the Fund’s daily net assets during the month.

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6. Services to other Accounts. The Trust understands that the Adviser acts as investment adviser to other managed accounts, and the Trust has no objection to the Adviser so acting, provided that whenever the Fund and one or more other accounts advised by the Adviser are prepared to purchase or sell the same security, available investments or opportunities for sales will be allocated in accordance with the written policies of the Adviser and in a manner believed by the Adviser to be equitable to each entity under the specific circumstances. The Trust recognizes that in some cases this procedure may affect adversely the price paid or received by the Fund or the size of the position purchased or sold by the Fund. In addition, the Trust understands that the persons employed by the Adviser to provide service to the Fund in connection with the performance of the Adviser’s duties under this Agreement will not devote their full time to that service. Moreover, nothing contained in this Agreement will be deemed to limit or restrict the right of the Adviser or any “affiliated person” of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature to other persons or entities, including serving as investment adviser to, or employee, officer, director or trustee of, other investment companies.

7. Brokerage and Avoidance of Conflicts of Interest. In connection with purchases or sales of Fund securities for the account of the Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission with respect to such purchases or sales. The Adviser or its agents shall arrange for the placing of all orders for the purchase and sale of Fund securities for the Fund’s account with brokers or dealers selected by the Adviser. In the selection of such brokers or dealers and the placing of such orders, the Adviser will use its best efforts to seek for the Fund the most favorable execution and net price available and will consider all factors the Adviser deems relevant in making such decisions including, but not limited to, price (including any applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm involved and the firm’s risk in positioning a block of securities.

The parties agree that it is in the interests of the Fund that the Adviser have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to such Fund than may result when brokerage is allocated to other brokers on the basis of the best price and execution. The Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Board from time to time. In selecting brokers or dealers to execute a particular transaction and in evaluating the best price and execution available, the Adviser may consider the brokerage and research services (as such terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Fund and/or other accounts over which the Adviser exercises investment discretion.

8. Standard of Care; Limitation of Liability. The Adviser will exercise its best judgment in rendering the services described herein. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by the Adviser of its obligations and duties under this Agreement, or a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and amount set forth in Section 36(b)(3) of the 1940 Act).

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9. Voting. The Adviser will take any action and provide any advice with respect to the voting of securities held by the Fund in accordance with the Fund’s Proxy Voting Policies and Procedures, as amended and revised from time to time.

10. Duration and Termination of this Agreement. This Agreement shall remain in force for an initial term of two (2) years and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the vote of a majority of the members of the Board who are not interested persons of the Adviser, cast in person at a meeting called for the purpose of voting on such approval and by a vote of the Board or of a majority of the outstanding voting securities of the Trust. The requirement that continuance of this Agreement be specifically approved at least annually shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may, on sixty (60) days’ written notice, be terminated at any time without the payment of any penalty, by the Board, or by vote of a majority of the outstanding voting securities of the Fund, individually, or by the Adviser. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Agreement, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of “interested person,” “assignment” and “majority of the outstanding voting securities”), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order.

11. Amendment of this Agreement. A provision of this Agreement may be amended, changed, waived, discharged or terminated only by an instrument in writing signed by the party against whom enforcement of the amendment, change, waiver, discharge or termination is sought. An amendment to this Agreement shall not be effective until approved by the Board, including a majority of the directors who are not interested persons of the Adviser or of the Trust. To the extent legal counsel to the Trust concludes that shareholder approval of a particular amendment to this Agreement is required under the 1940 Act, such amendment will not be effective until the required shareholder approval has been obtained.

12. Notice. Any notice, advice or report to be given pursuant to this Agreement shall be delivered or mailed:

To the Adviser at:

ALPS Advisors, Inc.

1290 Broadway, Suite 1100

Denver, CO 80203

Attn: General Counsel

To the Trust or the Fund at:

Financial Investors Trust

1290 Broadway, Suite 1100

Denver, CO 80203

Attn: Secretary

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13. Governing Law. This Agreement constitutes the entire agreement of the parties, shall be binding upon and shall inure to the benefit of the parties hereto and shall be governed by Colorado law in a manner not in conflict with the provisions of the 1940 Act.

14. Miscellaneous. Neither the holders of shares of the Fund nor the officers or trustees of the Trust in their capacities as such shall be personally liable hereunder. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.