DEF 14A 1 d603896ddef14a.htm FINANCIAL INVESTORS TRUST Financial Investors Trust
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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

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under Rule14a-12

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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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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Title of each class of securities to whom transaction applies:

  (2)

Aggregate number of securities to which transaction applies:

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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


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LOGO

FINANCIAL INVESTORS TRUST

ALPS/CORECOMMODITY MANAGEMENT COMPLETECOMMODITIES®

STRATEGY FUND

October 4, 2013

Dear Shareholders:

The enclosed Proxy Statement discusses a proposal to be voted upon by the shareholders (the “Shareholders”) of the ALPS/CoreCommodity Management CompleteCommodities® Strategy Fund (the “Fund”), a series of Financial Investors Trust (the “Trust”), at a meeting to be held on November 12, 2013. Please review the Proxy Statement and cast your vote on the proposal. After consideration of the proposal, the Board of Trustees of the Fund has unanimously approved, subject to shareholder approval, the proposal. The Board of Trustees of the Fund recommends that you vote FOR the proposal.

CoreCommodity Management, LLC (“CoreCommodity”) serves as the sub-adviser to the Fund and is responsible for the day-to-day management of the Fund’s assets. On September 11, 2013, the ownership of CoreCommodity was transferred from Jefferies Group LLC to CoreCommodity Capital LLC, which is controlled by CoreCommodity’s senior management (the “Transaction”). The Transaction resulted in an assignment and termination of the then-existing sub-advisory agreement. In anticipation of the Transaction and these related events, the Board of Trustees of the Fund approved an interim sub-advisory agreement on September 10, 2013 (the “Interim Agreement”) which allows CoreCommodity to continue to serve as the sub-adviser to the Fund under terms substantially similar to those of the prior sub-advisory agreement. The Interim Agreement is effective for 150 days from that date, or until a new sub-advisory agreement is approved, if sooner.

To provide for continuity in the operation of the Fund, you are being asked to approve a new sub-advisory agreement among the Trust, ALPS Advisors, Inc. and CoreCommodity (the “New Agreement”). Under the New Agreement, CoreCommodity will continue to provide investment advisory services to the Fund, subject to the oversight of ALPS Advisors, Inc. and the Board of Trustees, under terms that are similar in all material respects to the prior sub-advisory agreement and for the same fees that are currently in effect.

 


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The Fund’s investment objective or investment strategies have not changed as a result of the Transaction, and the investment advisory personnel of CoreCommodity who provide services to the Fund are expected to continue to do so.

The Transaction and the proposal are discussed in detail in the enclosed Proxy Statement. Approval of the New Agreement will neither alter the number of shares you own in the Fund nor cause a change to the advisory fees charged to the Fund.

THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS A VOTE FOR THE PROPOSAL.

Your vote is important no matter how many shares you own. The proxy documents explain the proposal in detail, and we encourage you to review the proxy documents. 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 you have any questions about the proposal or the voting instructions, you may call Boston Financial Data Services, Inc. (BFDS), our proxy solicitation firm, at 1-855-800-9425.

Very truly yours,

/s/ Edmund J. Burke

Edmund J. Burke

Chairman of the Board and President of Financial Investors Trust

CompleteCommodities is a registered service mark of CoreCommodity Management, LLC.

 

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LOGO

FINANCIAL INVESTORS TRUST

ALPS/CORECOMMODITY MANAGEMENT COMPLETECOMMODITIES®

STRATEGY FUND

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be Held On

November 12, 2013

1290 Broadway, Suite 1100

Denver, Colorado 80203

(303) 623-2577

To the Shareholders:

NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of shareholders (the “Shareholders”) of the ALPS/CoreCommodity Management CompleteCommodities® Strategy Fund (the “Fund”) will be held in the offices of ALPS Advisors, Inc. (“AAI” or “ALPS Advisors”), at 1290 Broadway, Suite 1100, Denver, Colorado, on November 12, 2013 at 10:00 a.m. Mountain time.

As described in further detail in the enclosed Proxy Statement, CoreCommodity Management, LLC (“CoreCommodity”) serves as the sub-adviser to the Fund and is responsible for the day-to-day management of the Fund’s assets. On September 11, 2013, the ownership of CoreCommodity was transferred from Jefferies Group LLC to CoreCommodity Capital LLC, which is controlled by CoreCommodity’s senior management (the “Transaction”). The Transaction resulted in an assignment and termination of the then-existing sub-advisory agreement. In anticipation of the Transaction and these related events, the Board of Trustees of the Fund approved an interim sub-advisory agreement on September 10, 2013 (the “Interim Agreement”) which allows CoreCommodity to continue to serve as the sub-adviser to the Fund under terms substantially similar to those of the prior sub-advisory agreement. The Interim Agreement is effective for 150 days from that date, or until a new sub-advisory agreement is approved, if sooner.

At the Meeting, Fund shareholders will be asked to vote on the proposal below, and to transact any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof:

 

1.

To approve a new Investment Sub-Advisory Agreement among Financial Investors Trust (the “Trust”), on behalf of the Fund, ALPS Advisors and CoreCommodity (the “Proposal”).

 

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THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU

VOTE FOR THE PROPOSAL.

Any shareholder who owned shares of the Fund as of the close of business on September 20, 2013 (the “Record Date”) will receive notice of the Meeting and will be entitled to vote at the Meeting. 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 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 Financial Investors Trust,

on behalf of the ALPS/CoreCommodity Management CompleteCommodities® Strategy Fund

/s/ David T. Buhler

David T. Buhler

Secretary

October 4, 2013

 

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IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSAL

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. CoreCommodity Management, LLC (“CoreCommodity”) serves as the sub-adviser to the Fund and is responsible for the day-to-day management of the Fund’s assets. On September 11, 2013, the ownership of CoreCommodity was transferred from Jefferies Group LLC to CoreCommodity Capital LLC, which is controlled by CoreCommodity’s senior management (the “Transaction”). Jefferies Group LLC retains an economic interest in CoreCommodity through an economic interest in CoreCommodity Capital LLC. In addition, Jefferies Group LLC is expected to provide transition services to CoreCommodity, as needed, for up to 24 months following the Transaction.

The Transaction resulted in an assignment and termination of the then-existing sub-advisory agreement among Financial Investors Trust (the “Trust”), ALPS Advisors, Inc. (“AAI”) and CoreCommodity (the “Prior Agreement”). In anticipation of the Transaction and these related events, and in accordance with Rule 15a-4 under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees of the Fund approved an interim sub-advisory agreement on September 10, 2013 (the “Interim Agreement”) which allows CoreCommodity to continue to serve as the sub-adviser to the Fund under terms substantially similar to those of the Prior Agreement. The Interim Agreement is effective for 150 days from that date, or until a new sub-advisory agreement is approved, if sooner.

To provide for continuity in the operation of the Fund, the Board has determined that it is appropriate at this time to seek shareholder approval of a new sub-advisory agreement among the Trust, AAI and CoreCommodity (the “New Agreement”), at a special meeting of shareholders of the Fund (the “Meeting”). Under the New Agreement, CoreCommodity will continue to provide investment advisory services to the Fund, subject to the oversight of AAI and the Board of Trustees, under terms that are similar in all material respects to the Prior Agreement and for the same fees that are currently in effect.

The Fund’s investment objective or investment strategies have not changed as a result of the Transaction, and the investment advisory personnel of CoreCommodity who provide services to the Fund are expected to continue to do so under the Interim Agreement and, if approved by shareholders, under the New Agreement. However, there can be no assurance that any particular employee of AAI or of CoreCommodity will choose to remain in their current place of employment in the future.

 

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Q. What proposal am I being asked to vote on?

A. At the Meeting, you will be asked to vote on the proposal below, and to transact any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof:

1. To approve a new Investment Sub-Advisory Agreement among Financial Investors Trust (the “Trust”), on behalf of the Fund, ALPS Advisors and CoreCommodity (the “Proposal”).

Q. Why are you sending me this information?

A. You are receiving these proxy materials because you own shares in the Fund and have the right to vote on this very important proposal concerning your investment.

Q. How will the Transaction or the approval of the New Agreement affect me as a Fund Shareholder?

A. The Fund and its investment objectives will not change as a result of the completion of the Transaction or the approval of the New Agreement, and you will still own the same shares in the Fund. The terms of the New Agreement are the same as the Prior Agreement in all material respects except for the new commencement date. The advisory fee rates charged to the Fund will remain the same as under the current Interim Agreement and the Prior Agreement. If approved by the shareholders, the New Agreement will have an initial two-year term and will be subject to annual renewal thereafter. The CoreCommodity portfolio managers who currently manage the Fund are expected to continue to manage the Fund under the New Agreement.

Q. Will the Fund’s name change?

A. No. The Fund’s name will not change.

Q. Has the Board of Trustees approved the New Agreement and how do the Trustees of the Fund recommend that I vote?

A. The Board of Trustees unanimously approved the New Agreement at a meeting held on September 10, 2013, and recommends that you vote FOR the proposal.

Q. Who will bear the costs related to this proxy solicitation?

A. CoreCommodity, the Fund’s sub-adviser, has agreed to bear any such costs.

Q. Who is entitled to vote?

A. If you owned shares of the Fund as of the close of business on September 20, 2013 (the “Record Date”), you are entitled to vote.

Q. When and where will the Meeting be held?

 

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A. The Meeting will be held at the offices of ALPS Advisors, Inc., at 1290 Broadway, Suite 1100, Denver, Colorado, on November 12, 2013 at 10:00 a.m. Mountain time.

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. What vote is required to approve the proposal?

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

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 the proposal.

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 the 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 the 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 the 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 proposal or how to vote your shares, please call 1-855-800-9425.

 

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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:

 

Registration

   Valid Signature

Corporate Accounts

  

(1) ABC Corp.

  

ABC Corp.

(2) ABC Corp.

  

John Doe, Treasurer

(3) ABC Corp. c/o John Doe, Treasurer

  

John Doe

(4) ABC Corp. Profit Sharing Plan

  

John Doe, Trustee

Trust Accounts

  

(1) ABC Trust

  

Jane B. Doe, Trustee

(2) Jane B. Doe, Trustee u/t/d 12/28/78

  

Jane B. Doe

Custodial or Estate Accounts

  

(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA

  

John B. Smith

(2) Estate of John B. Smith

  

John B. Smith, Jr., Executor

 

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FINANCIAL INVESTORS TRUST

ALPS/CORECOMMODITY MANAGEMENT COMPLETECOMMODITIES®

STRATEGY FUND

PROXY STATEMENT

for the Special Meeting of Shareholders

to be held on November 12, 2013

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 ALPS/CoreCommodity Management CompleteCommodities® Strategy Fund (the “Fund”), to be used at the special meeting of shareholders (the “Shareholders”) of the Fund to be held in the offices of ALPS Advisors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado on November 12, 2013 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 Fund via the mailing on or about October 4, 2013 of the Notice of Special Meeting of Shareholders, this Proxy Statement and the accompanying proxy card. Supplementary solicitations may be made by mail, telephone or personal interview (i) by officers and Trustees of the Fund, (ii) by officers, employees and agents of the Fund’s investment adviser, ALPS Advisors, Inc. (the “Adviser” or “AAI”), the Fund’s sub-adviser, CoreCommodity Management, LLC (the “Sub-adviser” or “CoreCommodity”) and/or its affiliates and (iii) by officers, employees and agents of the Fund’s administrator, ALPS Fund Services, Inc. (“ALPS”), and/or its affiliates. Authorization to execute proxies may be obtained from Shareholders through instructions transmitted by telephone, facsimile or other electronic means.

At the Meeting, Fund shareholders will be asked to vote on the proposal below, and to transact any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof:

1. To approve a new Investment Sub-Advisory Agreement among Financial Investors Trust, on behalf of the ALPS/CoreCommodity Management

 

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CompleteCommodities® Strategy Fund, ALPS Advisors, Inc. and CoreCommodity Management, LLC (the “Proposal”).

The Board of Trustees has set the close of business on September 20, 2013 as the record date (the “Record Date”), and only Shareholders of record on the Record Date will be entitled to vote on this proposal at the Meeting. The number of Fund shares issued and outstanding as of the Record Date is as follows:

 

Class

   Number of Shares Outstanding

Class A

   9,433,838.107

Class C

   1,868,695.318

Class I

   20,763,437.484

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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TABLE OF CONTENTS

 

     Page   

General Overview

     12   

Proposal

     13   

Evaluation by the Board

     17   

Information about the Sub-Adviser

     21   

Information about Other Service Providers

     22   

General Information

     22   

Voting Information

     25   

Exhibit A: Form of New Agreement

     A-1   

Exhibit B: Data Regarding Prior and Interim Agreements

     B-1   

 

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GENERAL OVERVIEW

The Transaction

CoreCommodity Management, LLC (“CoreCommodity”) serves as the sub-adviser to the ALPS/CoreCommodity Management CompleteCommodities® Strategy Fund (the “Fund”) and is responsible for the day-to-day management of the Fund’s assets. On September 11, 2013, the ownership of CoreCommodity was transferred from Jefferies Group LLC to CoreCommodity Capital LLC, which is controlled by CoreCommodity’s senior management (the “Transaction”). Jefferies Group LLC retains an economic interest in CoreCommodity through an economic interest in CoreCommodity Capital LLC. In addition, Jefferies Group LLC is expected to provide transition services to CoreCommodity, as needed, for up to 24 months following the Transaction.

Prior Agreement and Interim Agreement

The Transaction resulted in an assignment and termination of the then-existing sub-advisory agreement among Financial Investors Trust (the “Trust”), ALPS Advisors, Inc. (“AAI”) and CoreCommodity (the “Prior Agreement”). In anticipation of the Transaction and these related events, and in accordance with Rule 15a-4 under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees of the Fund approved an interim sub-advisory agreement on September 10, 2013 (the “Interim Agreement”) which allows CoreCommodity to continue to serve as the sub-adviser to the Fund under terms substantially similar to those of the Prior Agreement. The Interim Agreement is effective for 150 days from that date, or until a new sub-advisory agreement is approved, if sooner. You are not required, and are not being asked, to review or approve the Interim Agreement.

New Agreement

To provide for continuity in the operation of the Fund, the Board has determined that it is appropriate at this time to seek shareholder approval of a new sub-advisory agreement among the Trust, AAI and CoreCommodity (the “New Agreement”), at a special meeting of shareholders of the Fund (the “Meeting”). Under the New Agreement, CoreCommodity will continue to provide investment sub-advisory services to the Fund, subject to the oversight of AAI and the Board of Trustees, under terms that are similar in all material respects to the prior sub-advisory agreement and for the same fees that are currently in effect.

The Fund’s investment objective or investment strategies have not changed as a result of the Transaction, and the investment advisory personnel of CoreCommodity who provide services to the Fund are expected to continue to do so under the Interim Agreement and, if approved by shareholders, the New Agreement. However, there can be no assurance that any particular employee of AAI or of CoreCommodity will choose to remain in their current place of employment in the future.

 

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AAI currently serves as investment adviser to the Fund. The Transaction did not affect the Trust’s investment advisory agreement with AAI, and if the New Agreement is approved by the Fund’s shareholders, AAI will continue as the investment adviser to the Fund.

The composition of the Board of Trustees of the Fund will not be changed as a direct result of the New Agreement, and the Board of Trustees will continue to make decisions regarding the independent accountants, custodian, administrator, distributor and transfer agent of the Fund. AAI is not proposing any changes to these existing service providers at this time.

If approved by the Shareholders of the Fund, the New Agreement will become effective no later than February 7, 2014.

PROPOSAL: APPROVAL OF THE NEW INVESTMENT SUB-ADVISORY AGREEMENT

Shareholders of the Fund are being asked to approve a new Investment Sub-advisory Agreement among the Trust, on behalf of the Fund, AAI and CoreCommodity. Approval of the New Agreement is being sought so that the operation of the Fund can continue without interruption.

Board Approval and Recommendation

On September 10, 2013, the Board of Trustees of the Fund, including a majority of the Independent Trustees: (i) unanimously approved the New Agreement and (ii) unanimously recommended that Shareholders of the Fund approve the New Agreement. A summary of the Board’s considerations is provided below in the section titled “EVALUATION BY THE BOARD.”

Description and Comparison of the Prior, Interim and New Agreements

The form of the New Agreement is 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:

 

 

the dates of the Prior and Interim Agreements;

 

 

the dates on which the Prior and Interim Agreements were last approved by the Board;

 

 

the advisory fee rates under the Prior, Interim and New Agreements;

 

 

the aggregate amount of CoreCommodity’s sub-advisory fee and the amount and purpose of any other payments by the Fund or AAI to CoreCommodity, or any of its affiliated persons or affiliated person of such person, during the fiscal year ended April 30, 2013; and

 

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whether CoreCommodity has waived, reduced or otherwise agreed to reduce its compensation with respect to the Fund under any applicable contract.

As a result of the Transaction, the Prior Agreement terminated on September 11, 2013, and was replaced with immediate effect by the Interim Agreement. Except as described below, the New Agreement will be similar in all material respects to the Prior Agreement and the Interim Agreement.

Services Provided

Under the terms of the Prior Agreement and the Interim Agreement, CoreCommodity was, and currently is, responsible for the coordination of the investment and reinvestment of assets of the Fund, and for determining the composition of the assets of the Fund, in accordance with the terms of the respective agreements and the Fund’s prospectus and statement of additional information, subject to the direction, supervision and control of AAI, the investment adviser to the Fund, as the Board of Trustees. CoreCommodity is authorized to place orders for the purchase and sale of securities of the Fund with or through brokers, dealers or banks as CoreCommodity may select, and, subject to Section 28(e) of the Securities Exchange Act of 1934, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged.

CoreCommodity’s responsibilities and obligations under the New Agreement will be substantively identical to those under the Prior Agreement and the Interim Agreement.

Compensation

Under the terms of the Prior Agreement and the Interim Agreement, CoreCommodity was, and currently is, eligible to receive from AAI a portion of the advisory fee paid by the Fund to AAI, payable monthly and accrued daily in an amount equal to 0.75% of the Fund’s daily net assets during the month. However, the Interim Agreement contains additional provisions that require compensation earned by CoreCommodity to be held in an interest-bearing escrow account pending Shareholder consideration of the New Agreement. If Shareholders of the Fund approve the New Agreement before February 7, 2014, the amount held in escrow, including interest, will be paid to CoreCommodity. If Shareholders of the Fund do not approve the New Agreement within the above timeframe, CoreCommodity will receive the lesser of the costs incurred performing its services under the Interim Agreement or the total amount in escrow, including interest.

Under the New Agreement, CoreCommodity will be eligible to receive compensation from AAI pursuant to terms that will be substantively identical to those of the Prior Agreement. The New Agreement will not contain the escrow provisions described in connection with the Interim Agreement.

Liability of CoreCommodity, Board or Shareholders

Under the terms of the Prior Agreement and the Interim Agreement, CoreCommodity was, and currently is, not liable for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) incurred or suffered by AAI, the Fund or

 

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the Trust as a result of any error of judgment or any action or inaction taken in good faith by CoreCommodity or its affiliates, except as may be otherwise provided by the 1940 Act or any other federal law, and assuming the absence of willful misconduct, fraud, reckless disregard or gross negligence. No Trustee or Shareholder of the Trust shall be personally liable for any debts, liabilities, obligations or expenses incurred by or contracted for.

The New Agreement will provide for limitations of liability substantively identical to those described above.

Term and Termination

The Prior Agreement provided for an initial term of two (2) years, with annual renewal thereafter only if such continuance was specifically approved at least annually by the vote of a majority of the Trustees, including a majority of the Trustees who are not interested persons, cast at an in-person meeting, or by a majority of the outstanding voting securities of the Trust. The Prior Agreement automatically terminated in the event of its assignment, or in the event of the assignment or termination of the investment advisory agreement between AAI and the Trust with respect to the Fund. The Interim Agreement, in accordance with its terms, will end on February 7, 2014. The Interim Agreement is also terminable by the Board or by a vote of a majority of the Fund’s outstanding voting securities upon 10 calendar days’ notice to CoreCommodity.

The New Agreement will have a term substantively identical to the Prior Agreement (i.e., an initial term of two (2) years, with annual renewal thereafter subject to approval). The commencement date of the New Agreement will be no later than February 7, 2014.

Required Quorum and Vote

The presence in person or by proxy of one-third of the Trust’s shares that are entitled to vote constitutes a quorum (which will allow for the transaction of business at the Meeting).

Assuming a quorum is present, approval of the New Agreement separately requires the affirmative vote of a “majority of the outstanding voting securities” of the 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.

Effect if the Proposal is not Approved

If the New Agreement is not approved by the Fund’s Shareholders, the Interim Agreement will terminate on February 7, 2014, and the Board of Trustees may consider such other actions as they deem appropriate.

 

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THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF

THE FUND VOTE “FOR” THE PROPOSAL.

 

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EVALUATION BY THE BOARD

Summary of Board Meeting and Considerations

The Board of Trustees met in person on September 10, 2013 to evaluate, among other things, the Transaction, CoreCommodity, and to determine whether approving the Interim Agreement and the New Agreement was in the best interests of the Fund’s Shareholders. At this meeting and throughout the consideration process, the Board, including a majority of the Independent Trustees, was advised by its independent legal counsel.

In their consideration of the Interim Agreement and the New Agreement, the Board and its counsel reviewed materials furnished by AAI, ALPS Fund Services, Inc., and CoreCommodity, communicated with senior representatives of CoreCommodity regarding their personnel, operations and financial condition, and noted that certain information from CoreCommodity had been reviewed in connection with the consideration of the renewal of the Prior Agreement in June 2013. The Board also reviewed the terms of the Transaction, the Interim Agreement and the New Agreement, and considered their possible effects on the Fund and its Shareholders.

During this meeting, the representatives of CoreCommodity indicated their belief that the Transaction would not adversely affect (i) the continued operation of the Fund; and (ii) the capability of CoreCommodity to continue to provide the same level of advisory and other services to the Fund. Those representatives indicated that they believed that the Transaction may provide certain benefits to the Fund, 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 Agreement, the Trustees considered, among others, the following factors, but without identifying any single factor as all-important or controlling:

(i) the assurances from CoreCommodity that the manner in which the Fund’s assets are sub-advised will not change in any material manner, that the personnel who currently manage the Fund’s 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 Fund;

(ii) the fact that the material terms of the New Agreement, including the fees payable by the Fund, are substantively identical to the material terms of the Prior Agreement;

(iii) the agreement by CoreCommodity to extend the Fund’s fee waiver/expense reimbursement arrangement through September 11, 2015;

(iv) the history, reputation, qualifications and background of CoreCommodity and its key personnel;

 

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(v) the fact that Fund shareholders will not bear any costs in connection with the Transaction, insofar as CoreCommodity has agreed to pay such expenses, including proxy solicitation expenses;

(vi) information provided by representatives of CoreCommodity regarding the anticipated impact of the Transaction; and

(vii) other factors described in greater detail below.

Board Consideration of the New Agreement

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

In anticipation of the Board’s meeting on September 10, 2013, and as part of the process to consider the Interim and New Agreements, legal counsel to the Independent Trustees requested certain information from CoreCommodity. In response to these requests, the Independent Trustees received reports from CoreCommodity 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 responsibilities pertaining to particular considerations with respect to the New Agreement arising from the change of control of CoreCommodity.

At the September 10, 2013 meeting, the Trustees discussed with a representative of CoreCommodity its general plans and intentions regarding the Fund. The Board also inquired about the plans for, and anticipated roles and responsibilities of, the employees and officers of CoreCommodity 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 the Interim and New Agreements. Based on its evaluation, the Board unanimously concluded that the terms of the Interim Agreement and the terms of the New Agreement were reasonable and fair and that the approval of each was in the best interests of the Fund and its Shareholders.

In voting to approve the Interim Agreement and the 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 Agreement would be in the best interests of the Fund and its Shareholders, based on: (i) the nature, extent and quality of the services to be provided under the Agreement; (ii) the investment performance of the Fund; (iii) the expenses borne by the Fund (including management fees and other expenses), the fees indirectly charged by CoreCommodity to the Fund and to their other clients, as applicable, and projected profits to be realized by CoreCommodity 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

 

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CoreCommodity from its relationships with the Fund; and (vi) other general information about CoreCommodity. The following is a summary of the Board’s consideration and conclusions regarding these matters.

Nature, Extent and Quality of the Services Provided

The Board received and considered information regarding the nature, extent and quality of services provided to the Fund under Interim Agreement and the New Agreement. The Trustees reviewed certain background materials supplied by CoreCommodity, including their Form ADV.

The Board reviewed and considered CoreCommodity’s investment advisory personnel, their history as asset managers, their performance and the amount of assets currently under management by CoreCommodity, and reviewed the qualifications, backgrounds and responsibilities of the management team primarily responsible for the day-to-day portfolio management of the Fund and the extent of the resources devoted to research and analysis of actual and potential investments. The Board also reviewed the research and decision-making processes utilized by CoreCommodity, including the methods adopted to seek to achieve compliance with the investment objectives, policies and restrictions of the Fund.

The Board also reviewed certain compliance-related materials and noted that they have received reports on these services and compliance issues from CoreCommodity at each regular Board meeting throughout the year related to the services rendered with respect to the Fund.

Investment Performance

The Board reviewed performance information for the Fund for the 1-year, 2-year and 3-year periods ended July 31, 2013. The review included a comparison of the Fund’s performance to the performance of a group of comparable funds selected by an independent provider of research data. The Trustees noted that the Fund had favorable performance for each of these periods when compared against its peer universe average as identified by the independent provider of research data. The Board also considered CoreCommodity’s performance and reputation generally and its investment techniques, risk management controls and decision-making processes.

Fees and Expenses

The Board reviewed and considered (a) the contractual annual advisory fee to be paid by the Trust, on behalf of the Fund, to AAI and (b) the contractual sub-advisory fee to be paid by AAI to CoreCommodity, in light of the extent and quality of the advisory services provided by AAI and CoreCommodity to the Fund.

The Board received and considered information comparing the Fund’s contractual advisory fees and overall expenses with those of funds in both the relevant expense group and universe of funds provided by an independent provider of investment company data.

 

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Based on such information, the Board further determined that the contractual annual advisory fees, inclusive of the sub-advisory fees to be paid by AAI to CoreCommodity, and taking into account the contractual fee waivers in place, are generally lower than the peer universe median (when common asset levels are assumed) or within an acceptable range of the peer universe median (when actual amounts are considered). The Board also determined that the Fund’s total expenses, on a class-by-class basis, were generally lower than the peer universe median, or within an acceptable range thereof.

Projected Profitability and Costs of Services to CoreCommodity

The Trustees received and considered a projected profitability analysis prepared by CoreCommodity based on the fees payable under the New Agreement, and also considered information regarding the financial condition of CoreCommodity. In assessing the projected profitability analysis, the Board noted that the Fund’s total fees and expenses were within an acceptable range of the median expenses of comparable funds identified by the independent provider of investment company data.

Extent of Economies of Scale as the Fund Grows and Whether Fee Levels Reflect Economies of Scale

The Trustees considered whether economies of scale in the provision of services to the Fund were being passed along to the shareholders. The Trustees considered whether any economies of scale, fall-out benefits or any other direct or indirect benefits would accrue to CoreCommodity from its relationship with the Fund. The Board also reviewed and considered any other benefits derived or to be derived by CoreCommodity from its relationship with the Fund, including soft dollar arrangements.

Based on their evaluation of the aforementioned considerations, the Board unanimously voted to approve the Interim Agreement and the New Agreement, and to recommend to the Shareholders of the Fund that they approve the New Agreement.

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 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

 

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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.

The Board intends 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 CoreCommodity or AAI of any circumstances arising from the Transaction that might result in the imposition of an “unfair burden” on the 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. In addition, the term of the expense waiver and reimbursement agreement between the Trust, on behalf of the Fund, and CoreCommodity has been extended such that it will expire, unless terminated earlier by the Board, on September  11, 2015.

INFORMATION ABOUT ALPS ADVISORS, INC.

ALPS Advisors, Inc., subject to the authority of the Board of Trustees, is responsible for the overall management and administration of the Fund’s business affairs. AAI commenced business operations in December 2006 upon the acquisition of an existing investment advisory operation and is registered with the Securities and Exchange Commission as an investment adviser. AAI’s principal address is 1290 Broadway, Suite 1100, Denver, Colorado 80203.

INFORMATION ABOUT CORECOMMODITY MANAGEMENT, LLC

CoreCommodity Management, LLC, located at The Metro Center, One Station Place, Three South, Stamford, Connecticut, 06902, is the investment sub-adviser to the Fund. CoreCommodity is a registered investment adviser with the U.S. Securities and Exchange Commission (“SEC”). CoreCommodity is also a Commodity Trading Advisor (“CTA”) and Commodity Pool Operator (“CPO”) registered with the U.S. Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”). CoreCommodity is a wholly-owned subsidiary of CoreCommodity Capital, LLC (“CCC”), a limited liability company owned by two members: CoreManagement, LLC (“CM”) and Jefferies Group LLC. CM has sole control of CCC (and indirectly sole control of CoreCommodity) as CCC’s managing member and holder of all voting rights. CM is wholly-owned by CoreCommodity’s Co-Presidents. As of July 31, 2013, CoreCommodity had approximately $5 billion in assets under management.

Information regarding the principal executive officers and directors of CoreCommodity and their principal occupations for the past five years is set forth below:

 

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Name and Address*

   Principal Occupation   

Position(s) with

the Fund (if any)

Bradford Klein

   Co-President    None

Adam De Chiara

   Co-President    None

Andrew Kaplan

   Executive Vice President & General Counsel    None

Michael Kaplan

   Director of Operations    None

Todd Streichler

   Director of Finance    None

Michael Sheehy

   Senior Vice President & Chief Compliance Officer    None

Satyanrayan Chada

   President, Investor Solutions Group    Portfolio Manager

Robert Hyman

   Senior Vice President    Portfolio Manager

*The business address of each person identified here is The Metro Center, One Station Place, Stamford, CT 06902.

INFORMATION ABOUT OTHER SERVICE PROVIDERS

Investment Adviser, Administrator, Distributor and Transfer Agent

ALPS Advisors, 1290 Broadway, Suite 1100, Denver, Colorado, 80203, serves as investment advisor for the Fund; ALPS Fund Services, 1290 Broadway, Suite 1100, Denver, Colorado, 80203, serves as administrator and transfer agent to the Fund; and ALPS Portfolio Solutions Distributor, Inc., 1290 Broadway, Suite 1100, Denver, Colorado, 80203, serves as distributor of the 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 the Fund.

 

ALPS/CoreCommodity Management CompleteCommodities® Strategy Fund

Class

   Number of Shares Outstanding

Class A

   9,433,838.107

Class C

   1,868,695.318

Class I

   20,763,437.484

As of the Record Date, and to the best knowledge of the Trust, the following persons were known to own of record more than 5% of any class of the voting securities of the Fund:

 

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Class    Name and Address of Owner    Number
of Shares
Owned
     % of Class       Type of
Ownership

Class A

  

UBS WM USA

OMNI ACCOUNT M/F

ATTN: Department Manager

1000 Harbor Blvd 5th Floor

Weehawken, NJ 07086-6761  

  

6,160,868

     65.31%      

Record

Class A

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151  

  

1,202,829

     12.75%      

Record

Class C

  

UBS WM USA

Omni Account M/F

Attn: Department Manager

1000 Harbor Blvd 5th Floor

Weehawken, NJ 07086-6761  

  

641,518

     34.33%      

Record

Class C

  

Merrill Lynch Pierce
Fenner & Smith For The Sole
Benefit Of Its Customers

4800 Deer Lake Dr E

Jacksonville FL 32246-6484  

  

282,832

     15.14%      

Record

Class C

  

Pershing LLC

PO Box 2052

Jersey City NJ 07303-2052

  

98,141

     5.25%      

Record

Class I

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151  

  

11,212,395

     54.00%      

Record

Class I

  

Merrill Lynch Pierce Fenner & Smith For
The Sole Benefit Of Its Customers

4800 Deer Lake Dr E

Jacksonville FL 32246-6484  

  

2,262,109

     10.89%      

Record

As of the Record Date, the Trustees and officers of the Trust, either individually or as a group, owned less than 1% of the outstanding shares of the Fund.

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

As of the Record Date, no officer or Trustee of the Fund owns securities of, or has any other material direct or indirect interest in, CoreCommodity or any person controlling, controlled by or under common control with CoreCommodity. As of the Record Date, no

 

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Trustee of the Fund has had any material interest, direct or indirect, in any material transaction, proposed or otherwise, since April 1, 2012, to which CoreCommodity, CoreCommodity’s parent, CoreCommodity’s subsidiary, or a subsidiary of CoreCommodity’s parent, was a party.

Other Information

During the most recent fiscal year ended April 30, 2013, no commissions were paid by the Fund to a broker affiliated with AAI or CoreCommodity.

Payment of Solicitation Expenses

CoreCommodity will pay the expenses of the preparation, printing and mailing of this Proxy Statement and its enclosures and of all solicitations. Boston Financial Data Services, Inc., a proxy solicitation firm, has been engaged to assist in the solicitation of proxies. The aggregate cost of the proxy solicitation is expected to be approximately $44,653.

Delivery of Proxy Statement

In certain circumstances, 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 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 1-855-800-9425.

Other Business

The Trustees do not intend to bring any matters before the Meeting other than the Proposal 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, 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.

 

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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 Fund (if available), including financial statements of the Fund, have previously been sent to Fund shareholders. Upon request, the Fund’s most recent annual and subsequent semi-annual report (when available) can be obtained at no cost. To request a report for the 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.

VOTING INFORMATION

Voting Rights

Only Shareholders of record of the 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 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 the Fund’s 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 Fund 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 the Proposal, the Fund understands 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 the Proposal. 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 Proposal.

 

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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. Abstentions and broker non-votes will be disregarded in determining the “votes cast” on the Proposal, and as a consequence, will have the effect of a vote against the Proposal.

Quorum; Adjournment

For the 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 at the Meeting. The presence of a quorum alone, however, is not sufficient to approve a proposal (see “Vote Required” below). In the event a quorum is present at the Meeting, but sufficient votes to approve the proposal have not been received or in the discretion of such persons, the Chairman of the meeting or persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. In the event of an adjournment, no notice is required other than an announcement at the meeting at which adjournment is taken.

Vote Required

Approval of the Proposal 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.

To assure the presence of a quorum at the Meeting (which will allow for the transaction of business), and to help assure that your vote is noted, 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 Boston Financial Data Services, Inc. at 1-855-800-9425 (toll-free). Representatives are available Monday through Friday, 9:00 a.m. Eastern time to 6:00 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

 

EXHIBIT A:    Form of New Agreement
EXHIBIT B:    Data Regarding Prior and Interim Agreements

 


Table of Contents

EXHIBIT A

FORM OF NEW AGREEMENT

 

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FINANCIAL INVESTORS TRUST

ALPS/CORECOMMODITY MANAGEMENT COMPLETECOMMODITIES

STRATEGY FUND

SUB-ADVISORY AGREEMENT

AGREEMENT, dated as of                      (the “Effective Date”) by and among ALPS Advisors, Inc. (the “Investment Adviser”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, Financial Investors Trust, a Delaware statutory trust (the “Trust”), on behalf of the funds listed in Appendix A hereto, as amended from time to time to add or remove a fund, each a series of the Trust (each, a “Fund” and collectively, the “Funds”), and CoreCommodity Management, LLC, a Delaware limited liability company (the “Sub-Adviser”), having its principal place of business at The Metro Center, One Station Place, Three South, Stamford, Connecticut 06902.

WHEREAS, the Investment Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”), and has entered into an Investment Advisory Agreement with the Trust dated November 1, 2011;

WHEREAS, the Sub-Adviser is registered as an investment adviser under the Advisers Act;

WHEREAS, the Trust and the Investment Adviser desire to retain the Sub-Adviser to render investment advisory and other services to the Funds in the manner and on the terms hereinafter set forth;

WHEREAS, the Investment Adviser has the authority under the Investment Advisory Agreement, with the consent of the Trustees of the Trust (the “Trustees”), to select sub-advisers for each Fund; and

WHEREAS, the Sub-Adviser is willing to furnish such services to the Investment Adviser and each Fund.

NOW, THEREFORE, the Investment Adviser, the Trust and the Sub-Adviser agree as follows:

1. APPOINTMENT OF THE SUB-ADVISER

The Investment Adviser hereby appoints the Sub-Adviser to act as a sub-adviser for each Fund in accordance with the terms and conditions of this Agreement.

2. ACCEPTANCE OF APPOINTMENT

The Sub-Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided.

 

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The assets of each Fund will be maintained in the custody of a custodian (who shall be identified by the Investment Adviser in writing). The Sub-Adviser will not have custody of any securities, cash or other assets of a Fund and will not be liable for any loss resulting from any act or omission of the custodian other than acts or omissions arising in reasonable reliance on instructions of the Sub-Adviser. The custodian will be responsible for the custody, receipt and delivery of securities and other assets of a Fund, and the Sub-Adviser shall have no authority, responsibility or obligation with respect to the custody, receipt or delivery of securities or other assets of a Fund. The Investment Adviser shall be responsible for all custodial arrangements, including the payment of all fees and charges to the custodian.

3. SERVICES TO BE RENDERED BY THE SUB-ADVISER TO THE TRUST

A. As sub-adviser to each Fund, the Sub-Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time, and subject to the direction, supervision and control of the Investment Adviser and the Trustees of the Trust. Prior to the commencement of the Sub-Adviser’s services hereunder, the Investment Adviser shall provide the Sub-Adviser with current copies of the Fund’s Prospectus and Statement of Additional Information. The Investment Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to the Fund’s Prospectus and Statement of Additional Information and the Sub-Adviser will not need to comply until a copy has been provided to the Sub-Adviser.

B. The Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with or through such brokers, dealers or banks as the Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law and Fund procedures, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. The Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to the Sub-Adviser. The Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in the Fund with similar orders being made simultaneously for other portfolios managed by the Sub-Adviser if, in the Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund.

C. The Investment Adviser understands and agrees that the Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by the Sub-Adviser for the Fund. The Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for the Fund at the same or similar times.

 

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D. The Sub-Adviser will provide the Investment Adviser with copies of the Sub-Adviser’s current policies and procedures adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent the Fund(s) are required by the Investment Company Act of 1940, as amended (the “1940 Act”), to adopt any such policy or procedure, the Investment Adviser will submit such policy or procedure to the Trust’s Board of Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Board of Trustees or the Investment Adviser may recommend with the concurrence of the Sub-Adviser.

E. The Sub-Adviser will maintain and preserve all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the Advisers Act and the rules thereunder and shall file with the U.S. Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13F and 13G of the Exchange Act, with respect to its duties as are set forth herein. The records relating to the services provided under this Agreement shall be the property of the Fund.

F. The Sub-Adviser will, unless and until otherwise directed by the Investment Adviser, exercise all rights of security holders with respect to securities held by each Fund, including, but not limited to, voting proxies in accordance with the Sub-Adviser’s then-current proxy voting policies.

G. The Sub-Adviser will make available and provide information concerning the Sub-Adviser required by a Fund in the preparation of its registration statements, reports and other documents required by federal and state securities laws, and such other information as the Fund or the Investment Adviser 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.

H. In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with each Fund’s Prospectus and Statement of Additional Information and with the instructions and directions of the Investment Adviser and of the Board of Trustees and will comply in all materials respects with the applicable requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations, as each is amended from time to time.

I. The Sub-Adviser at its expense will make available to the Trustees and the Investment Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or by telephone, at the mutual convenience of the Investment Adviser and the Sub-Adviser, in order to review the investment policies, performance and other investment related information regarding a Fund and to consult with the Trustees of the Funds and Investment Adviser regarding each Fund’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser’s duties hereunder. The Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officers of, the Investment Adviser and the Trust.

J. The Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. The Investment Adviser or

 

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the Fund will provide such documents to the Sub-Adviser in a reasonable timeframe prior to the due date. In addition, the Sub-Adviser and each officer and portfolio manager thereof designated by the Investment Adviser will provide on a timely basis such certifications or sub-certifications as the Investment Adviser or the Fund may reasonably request in order to support and facilitate certifications required to be provided by the Trust’s Principal Executive Officer and Principal Accounting Officer in order to satisfy the Trust’s legal and regulatory requirements.

4. COMPENSATION OF THE SUB-ADVISER

The Investment Adviser will pay the Sub-Adviser as compensation for providing services in accordance with this Agreement those fees as set forth in Appendix B. The Investment Adviser and the Sub-Adviser agree that all fees shall become due and owing to the Sub-Adviser promptly after the termination date of the Sub-Adviser with respect to any Fund and that the amount of such fees shall be calculated by treating the termination date as the next fee computation date. The annual base fee will be prorated for such fees owed through the termination date. In addition, the Investment Adviser shall be responsible for extraordinary expenses incurred by the Sub-Adviser in connection with the performance of its duties hereunder, including, without limitation, expenses incurred with respect to proxy voting execution, advice and reporting.

5. LIABILITY AND INDEMNIFICATION

A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, in the absence of willful misconduct, fraud, reckless disregard 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 the Investment Adviser, 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 each Fund.

B. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Investment Adviser shall indemnify and hold harmless the Sub-Adviser, its members, officers, employees, consultants, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject at common law or otherwise, arising out of the Sub-Adviser’s action or inaction or based on this Agreement; provided however, the Investment Adviser shall not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) due to (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made in this Agreement, (ii) any willful misconduct, fraud, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations under this Agreement, or (iii) any untrue statement of a material fact contained in a Fund’s Prospectus or Statement of Additional Information, proxy materials, advertisements or sales literature, if such

 

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statement was made in reliance upon information furnished to the Investment Adviser by the Sub-Adviser in writing and intended for use therein.

C. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Investment Adviser and the Sub-Adviser shall each, severally and not jointly, indemnify and hold harmless the Fund and the Trust, their officers, employees, consultants, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) (collectively, “Fund Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Fund Indemnitees may become subject at common law or otherwise, arising out of the Investment Adviser’s or the Sub-Adviser’s, as applicable, willful misconduct, fraud, reckless disregard or gross negligence in carrying out its obligations under this Agreement.

D. Notwithstanding anything in this Agreement to the contrary contained herein, the Sub-Adviser shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the Investment Adviser or the Trust resulting from any event beyond the reasonable control of the Sub-Adviser or its agents, including but not limited to nationalization, expropriation, devaluation, seizure or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust’s property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God, or any other similar event.

E. No Trustee or shareholder of the Trust shall be personally liable for any debts, liabilities, obligations or expenses incurred by, or contracted for under this Agreement.

6. REPRESENTATIONS OF THE INVESTMENT ADVISER

The Investment Adviser represents and warrants to the Trust and the Sub-Adviser that:

A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby.

B. The Investment Adviser has adopted a written code of ethics complying with the requirements of
Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics.

C. The Investment Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect, (ii) is not prohibited by the 1940 Act, the Advisers Act or other applicable law, regulation or order from performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or

 

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state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement, (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

D. The Investment Adviser acknowledges receipt of Part 2 of the Sub-Adviser’s Form ADV at least forty-eight (48) hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act.

E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

E. This Agreement is a valid and binding Agreement of the Investment Adviser, enforceable against it in accordance with the terms hereof.

7. REPRESENTATIONS OF THE TRUST

The Trust represents and warrants to the Investment Adviser and the Sub-Adviser as follows:

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

B. 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.

C. 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.

D. The Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Investment Adviser and the Sub-Adviser with a copy of such code of ethics.

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

 

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8. REPRESENTATIONS OF THE SUB-ADVISER

The Sub-Adviser represents and warrants to the Investment Adviser and the Trust as follows:

A. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect, (ii) is not prohibited by the 1940 Act, the Advisers Act or other applicable law, regulation or order from performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement, (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall permit the Investment Adviser or the Trust, their employees or their agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s code of ethics.

C. Upon written request, the Sub-Adviser shall provide a certification to the Fund’s Chief Compliance Officer (“CCO”) to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.

D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.

E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on
Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub-advisers to any other fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or other assets.

 

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F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.

9. NON-EXCLUSIVITY

The services of the Sub-Adviser to the Investment Adviser, the Fund(s) and the Trust are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers and employees of the Sub-Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees or employees of any other firm or corporation.

10. SUPPLEMENTAL ARRANGEMENTS

The Sub-Adviser may from time to time employ or associate itself with any person it believes to be particularly suited to assist it in providing the services to be performed by the Sub-Adviser hereunder, provided that no such person shall perform any services with respect to the Fund(s) that would constitute an assignment or require a written advisory agreement pursuant to the 1940 Act. Any compensation payable to such persons shall be the sole responsibility of the Sub-Adviser, and neither the Investment Adviser nor the Trust shall have any obligations with respect thereto or otherwise arising under this Agreement.

11. TERMINATION OF 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 Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval and by a vote of the Trustees 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 be terminated with respect to any Fund at any time, without the payment of any penalty, by a vote of the majority of the Trustees, by the vote of a majority of the outstanding voting securities of such Fund, or by the Investment Adviser on sixty (60) days’ prior written notice to the Sub-Adviser, and the Investment Adviser as appropriate. In addition, this Agreement may be terminated with respect to any Fund by the Sub-Adviser upon sixty (60) days written notice to the Investment Adviser. This Agreement will automatically terminate, without the payment of any penalty in the event the Investment Advisory Agreement between the Investment Adviser and the Trust is assigned (as defined in the 1940 Act) or terminates for any other reason. This Agreement will also terminate upon written notice to the other party that the other party is in material breach of this Agreement, unless the other party in material breach of this Agreement cures such breach to the reasonable satisfaction of the party alleging the breach within thirty (30) days after written notice.

12. AMENDMENTS TO THE AGREEMENT

 

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Except to the extent permitted by the 1940 Act or the rules or regulations thereunder or pursuant to exemptive relief granted by the SEC, this Agreement may be amended by the parties with respect to any Fund only if such amendment, if material, is specifically approved by the vote of a majority of the outstanding voting securities of such Fund (unless such approval is not required by Section 15 of the 1940 Act as interpreted by the SEC or its staff or unless the SEC has granted an exemption from such approval requirement) and by the vote of a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval shall be effective with respect to the Fund if a majority of the outstanding voting securities of the Fund vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of any other Fund affected by the amendment or all the Funds of the Trust. Additional funds may be added to Appendix A by written agreement of the Investment Adviser, the Trust and the Sub-Adviser.

13. ASSIGNMENT

The Sub-Adviser shall not assign this Agreement. Any assignment (as that term is defined in the 1940 Act) of this Agreement shall result in the automatic termination of this Agreement, as provided in Section 11 hereof. Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers or employees of the Sub-Adviser except as may be provided to the contrary in the 1940 Act or the rules or regulations thereunder.

14. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties with respect to the Fund.

15. HEADINGS

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

 

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16. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the address listed below of each applicable party (i) in person, (ii) by registered or certified mail, or (iii) delivery service, providing the sender with notice of receipt, or to such other address as specified in a notice duly given to the other parties. Notice shall be deemed given on the date delivered if sent in accordance with this paragraph.

 

For:

  

Sub-Adviser:

CoreCommodity Management, LLC

The Metro Center

One Station Place, Three South

Stamford, CT 06902

Attn: Satyanarayan Chada

 

With a copy to:

CoreCommodity Management, LLC

The Metro Center

One Station Place, Three South

Stamford, CT 06902

Attn: General Counsel

For:

  

Investment Adviser:

ALPS Advisors, Inc.

1290 Broadway, Suite 1100

Denver, CO 80203

Attn: General Counsel

For:

  

Trust:

Financial Investors Trust

1290 Broadway, Suite 1100

Denver, CO 80203

Attn: Secretary

17. SEVERABILITY AND SURVIVAL

Should any portion of this Agreement for any reason be held to be void in law or in equity with respect to a Fund, this Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein with respect to such Fund. Sections 5, 17 and 20 shall survive the termination of this Agreement.

18. GOVERNING LAW

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the conflicts of laws provisions of that state, or any of the applicable provisions of the 1940 Act. To the extent that the laws of the State of

 

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Delaware, or any of the provisions in this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control.

19. INTERPRETATION

Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms “vote of a majority of the outstanding voting securities,” “interested persons,” “assignment” and “affiliated persons,” as used herein, shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is relaxed by a rule, regulation or order of the SEC, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

20. CONFIDENTIALITY

Each party shall treat as confidential all Confidential Information of the other (as that term is defined below) and use such information only in furtherance of the purposes of this Agreement. Each party shall limit access to the Confidential Information to its affiliates, employees, consultants, auditors and regulators who reasonably require access to such Confidential Information, and otherwise maintain policies and procedures designed to prevent disclosure of the Confidential Information. For purposes of this Agreement, Confidential Information shall include all non-public business and financial information, methods, plans, techniques, processes, documents and trade secrets of a party. Confidential Information shall not include anything that (i) is or lawfully becomes in the public domain, other than as a result of a breach of an obligation hereunder, (ii) is furnished to the applicable party by a third party having a lawful right to do so, or (iii) was known to the applicable party at the time of the disclosure.

21. COUNTERPARTS

This Agreement may be executed in counterparts each of which shall be deemed to be an original and all of which, taken together, shall be deemed to constitute one and the same instrument.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first mentioned above.

 

ALPS ADVISORS, INC.

  CORECOMMODITY MANAGEMENT, LLC  
 

By:

 

 

    By:  

 

 
  Name:         Name:  
  Title:         Title:  

FINANCIAL INVESTORS TRUST

on behalf of the Funds set forth on

Appendix A

     
 

By:

 

 

       
  Name:          
  Title:          

 

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APPENDIX A

ALPS/CoreCommodity Management CompleteCommodities® Strategy Fund

 

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EXHIBIT B

DATA REGARDING PRIOR, INTERIM AND NEW AGREEMENTS

 

A.

Dates of Prior and Interim Agreements

 

     Agreement    Last approved by Board on    Last approved by Shareholders on

Prior Agreement

   Sub-Advisory Agreement among Financial Investors Trust (on behalf of the ALPS/CoreCommodity Management CompleteCommodities® Strategy Fund), ALPS Advisors, Inc. and CoreCommodity Management, LLC, dated November 1, 2011    July 26, 2011    October 14, 2011

Interim Agreement

   Sub-Advisory Agreement among Financial Investors Trust (on behalf of the ALPS/CoreCommodity Management CompleteCommodities® Strategy Fund), ALPS Advisors, Inc. and CoreCommodity Management, LLC, dated September 11, 2013    September 10, 2013    N/A

 

B.

Sub-Advisory Fee Rates Under Prior, Interim and New Agreements for the Fund.

 

Fund   

Prior
Agreement

    

   Interim Agreement    New Agreement

ALPS/CoreCommodity Management

CompleteCommodities® Strategy Fund

   0.75%    0.75%    0.75%

 

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C.

Payments to CoreCommodity During the Fiscal Year Ending April 30, 2013.

 

Aggregate Advisory

Fees Paid by the

Fund to

CoreCommodity for

FYE 4/30/2013

  

Aggregate Other

Payments by the

Fund to

CoreCommodity for

FYE 4/30/2013

  

Aggregate Other

Payments by the

Fund to Affiliates of
CoreCommodity or

Affiliates of Such

Affiliates for FYE

4/30/2013

  

Aggregate Payments

by ALPS Advisors,

Inc. to

CoreCommodity for

FYE 4/30/2013

     

$0

  

$0

 

  

$0

 

  

$1,911,952*

 

*Represents gross sub-advisory fees during the period. Of this amount, $130,090 was waived, resulting in net sub-advisory fees of $1,781,862.

 

D.

Whether CoreCommodity Has Waived, Reduced or Otherwise Agreed to Reduce its Compensation with respect to the Fund.

 

ALPS/CoreCommodity Management CompleteCommodities® Strategy Fund    CoreCommodity has agreed to waive and/or reimburse fees or expenses in order to limit total annual fund operating expenses after fee waiver/ expense reimbursements (excluding Distribution and Service (12b-1) Fees, Shareholder Services Fees, Acquired Fund Fees and Expenses, brokerage expenses, interest expenses, taxes, and extraordinary expenses) to 1.05% (for Class A shares), 1.05% (for Class C shares) and 1.15% (for Class I shares) of average daily net assets through September 11, 2015. CoreCommodity will be permitted to recover, on a class- by-class basis, expenses it has borne through the agreement described above to the extent that the Fund’s expenses in later periods fall below the annual rates set forth in the relevant agreement. The Fund will not be obligated to pay any such deferred fees and expenses more than three years after the end of the fiscal year in which the fee and expenses was deferred. This waiver may not be discontinued without approval by the Board of the Fund.

 

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Proxy Tabulator

PO Box 55046

Boston, MA 02205-9918

       
     

To vote by Internet

 

1.    Read the Proxy Statement and have the proxy card below at hand.

2.    Go to website www.eproxyvote.com/alps

3.    Follow the instructions provided on the website.

     

To vote by Telephone

 

1.    Read the Proxy Statement and have the proxy card below at hand.

2.    Call 1-866-977-7699

3.    Follow the instructions.

     

To vote by Mail

 

1.    Read the Proxy Statement.

2.    Check the appropriate boxes on the proxy card on the reverse side.

3.    Sign and date the proxy card.

4.    Return the proxy card in the envelope provided.

If Voting by Mail

Remember to sign and date form below.

Please ensure the address to the right shows through the

window of the enclosed postage paid return envelope.

FINANCIAL INVESTORS TRUST

ALPS/CoreCommodity Management CompleteCommodities® Strategy Fund

Proxy for a Special Meeting of Shareholders to be Held on November 12, 2013

The undersigned, revoking prior proxies, hereby appoints David T. Buhler and Kimberly R. Storms, and each of them, as attorneys-in-fact and proxies of the undersigned, with full power of substitution and re-substitution, to attend, act, and vote shares of the Fund listed above (the “Fund”) held in the name of the undersigned on the record date and entitled to vote at the Special Meeting of Shareholders of Financial Investors Trust (the “Trust”) to be held at 1290 Broadway, Suite 1100, Denver, Colorado, 80203, on November 12, 2013, at 10:00 a.m. Mountain Time, or at any adjournment or postponement thereof, upon the Proposal described in the Notice of Meeting and accompanying Proxy Statement, which have been received by the undersigned.

This proxy is solicited on behalf of the Trust’s Board of Trustees, and the Proposal (set forth on the reverse side of this proxy card) has been proposed by the Board of Trustees.

When properly executed, this proxy will be voted as indicated. If no choice is indicated, this proxy will be voted “FOR” the Proposal. The proxy will be voted in accordance with the proxy holder’s best judgment as to any other matters that may arise at the Special Meeting.

PLEASE SIGN AND DATE BELOW

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

Note: Please sign this proxy exactly as your name or names appear hereon. Each joint owner should sign. Trustees and other fiduciaries should indicate the capacity in which they sign. If a corporation, partnership or other entity, this signature should be that of a duly authorized individual who should state his or her title.      

 

      Signature [PLEASE SIGN WITHIN BOX]    Date
     

 

 

      Signature [PLEASE SIGN WITHIN BOX]    Date

Proposal listed on reverse side.


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IT IS IMPORTANT THAT PROXIES BE VOTED PROMPTLY.

EVERY SHAREHOLDER’S VOTE IS IMPORTANT.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:

The Proxy Statement for the Special Meeting is available at www.eproxyvote.com/alps

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:            x

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE PROPOSAL. PLEASE SIGN AND DATE ON THE REVERSE SIDE.

 

              FOR    AGAINST    ABSTAIN

1.      

  To approve a new Investment Sub-Advisory Agreement among Financial Investors Trust, on behalf of the ALPS/CoreCommodity Management CompleteCommodities® Strategy Fund, ALPS Advisors, Inc. and CoreCommodity Management, LLC.       ¨    ¨    ¨


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FINANCIAL INVESTORS TRUST

1290 Broadway, Suite 1100

Denver, Colorado 80203

September 26, 2013

Via EDGAR

Ms. Amy Miller

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

Re:

Financial Investors Trust (“Registrant”)

File Nos.

               33-72424
               811-8194

Dear Ms. Miller:

Electronically transmitted for filing pursuant to Section 14(a) of the Securities Exchange Act of 1934 and its related rules is a definitive proxy statement filed on behalf of the Registrant (the “Proxy Statement”). This Proxy Statement discusses a proposal asking shareholders to approve a new investment sub-advisory agreement among the Registrant, ALPS Advisors, Inc. and CoreCommodity Management, LLC (the “Sub-Adviser”), on behalf of the ALPS/CoreCommodity Management CompleteCommodities Strategy Fund, a series of the Registrant, due to a change of control of the Sub-Adviser. The preliminary Proxy Statement was filed with the Securities and Exchange Commission on September 12, 2013, and this definitive Proxy Statement is expected to be sent to shareholders on or about October 4, 2013.

No fee is required in connection with this filing. If you have any questions regarding this filing, please contact me at 720.917.0864.

Sincerely,

 

/s/ David T. Buhler

David T. Buhler, Esq.

Secretary

Financial Investors Trust

cc:     Peter H. Schwartz, Esq., Davis Graham & Stubbs LLP