0001193125-13-167628.txt : 20130423 0001193125-13-167628.hdr.sgml : 20130423 20130423170701 ACCESSION NUMBER: 0001193125-13-167628 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130423 DATE AS OF CHANGE: 20130423 EFFECTIVENESS DATE: 20130423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL INVESTORS TRUST CENTRAL INDEX KEY: 0000915802 IRS NUMBER: 841255767 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-185039 FILM NUMBER: 13777123 BUSINESS ADDRESS: STREET 1: P.O. BOX 328 CITY: DENVER STATE: CO ZIP: 80201-0328 BUSINESS PHONE: 3036232577 MAIL ADDRESS: STREET 1: P.O. BOX 328 CITY: DENVER STATE: CO ZIP: 80201-0328 FORMER COMPANY: FORMER CONFORMED NAME: FGIC PUBLIC TRUST DATE OF NAME CHANGE: 19940325 FORMER COMPANY: FORMER CONFORMED NAME: FEDERAL PUBLIC TRUST DATE OF NAME CHANGE: 19931206 POS EX 1 d524340dposex.htm FIT - STONEBRIDGE FIT - Stonebridge

As filed with the Securities and Exchange Commission on April 23, 2013

File No. 333-185039

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

¨ Pre-Effective Amendment No. 1

x Post-Effective Amendment No. 1

(Check Appropriate Box or Boxes)

FINANCIAL INVESTORS TRUST

(Exact Name of Registrant as Specified in Charter)

1290 Broadway, Suite 1100

Denver, CO 80203

(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)

(Area Code and Telephone Number) (303) 623-2577

 

 

David T. Buhler, Secretary

Financial Investors Trust

1290 Broadway, Suite 1100

Denver, CO 80203

(Name and Address of Agent for Service)

Copies to:

Peter H. Schwartz, Esquire

Davis Graham & Stubbs LLP

1550 17th Street, Suite 500

Denver, CO 80202

 

 

This Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 of Financial Investors Trust is being filed to add Exhibit 12(a) to Part C of the Registration Statement previously filed with the Securities and Exchange Commission on November 19, 2012, and amended by Pre-Effective Amendment No. 1 on December 19, 2012 and Pre-Effective Amendment No. 2 on December 28, 2012. No information contained in Parts A and B of the Registration Statement, which are incorporated herein by reference in their entirety, is amended, deleted or suspended.

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.

PART C.  OTHER INFORMATION

Item 15. Indemnification

As permitted by Sections 17(h) and (i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and pursuant to Article X of the Registrant’s Trust Instrument (Exhibit (1)(a) and (1)(b) to the Registration Statement), Section 1.10 of the Distribution Agreement (Exhibit (7)(a) to the Registration Statement) and Section 15 of the Distribution Agreement (Exhibit (7)(f) to the Registration Statement), officers, trustees, employees and agents of the Registrant will not be liable to the Registrant, any shareholder, officer, trustee, employee, agent or other person for any action or failure to act, except for bad faith, willful misfeasance, gross negligence or reckless disregard of duties, and those individuals may be indemnified against liabilities in connection with the Registrant, subject to the same exceptions.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant understands that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The Registrant has purchased an insurance policy insuring its officers and trustees against liabilities, and certain costs of defending claims against such officers and trustees, to the extent such officers and trustees are not found to have committed conduct constituting willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. The insurance policy also insures the Registrant against the cost of indemnification payments to officers under certain circumstances.

The Registrant hereby undertakes that it will apply the indemnification provisions of its Declaration of Trust and Distribution Agreements in a manner consistent with Release No. 11330 of the Securities and Exchange Commission under the 1940 Act so long as the interpretations of Section 17(h) and 17(i) of such Act remain in effect and are consistently applied.

 

Item 16.    Exhibits
(1)      (a)    Trust Instrument of Registrant.(1)
     (b)    Revised Trust Instrument of Registrant.(1)
     (c)    Amendment to Trust Instrument of Registrant dated August 7, 2009.(8)
(2)      (a)    By-Laws of Registrant.(1)
     (b)    Revised By-Laws of Registrant.(1)
     (c)    Amendment to By-Laws of Registrant dated April 25, 2008.(5)
(3)         Not applicable.
(4)      (a)    Form of Agreement and Plan of Reorganization among Registrant, on behalf of Stonebridge Small-Cap Growth Fund, Stonebridge Funds Trust, on behalf of Stonebridge Small-Cap Growth Fund, and Stonebridge Capital Management, Inc. (29).

     (b)    Form of Agreement and Plan of Reorganization among Registrant, on behalf of Stonebridge Small-Cap Growth Fund, Stonebridge Funds Trust, on behalf of Stonebridge Institutional Small-Cap Growth Fund, and Stonebridge Capital Management, Inc. (29).
(5)         Provisions of instruments defining rights of security holders are contained in Articles 2 and 7 of the Declaration of Trust (incorporated herein by reference to Exhibit (1)(a) of this filing).
(6)      (a)    Investment Advisory and Management Agreement dated November 1, 2011 between Registrant and ALPS Advisors, Inc. with respect to the ALPS/Red Rocks Listed Private Equity Fund.(28)
     (b)    Investment Sub-Advisory Agreement dated November 1, 2011 among Registrant, ALPS Advisors, Inc. and Red Rocks Capital LLC with respect to the ALPS/Red Rocks Listed Private Equity Fund.(28)
     (c)    Investment Advisory Agreement dated November 1, 2011 between Registrant and ALPS Advisors, Inc. with respect to the ALPS/WMC Disciplined Value Fund (f/k/a ALPS/WMC Value Intersection Fund).(28)
     (d)    Investment Sub-Advisory Agreement dated November 1, 2011 among Registrant, ALPS Advisors, Inc. and Wellington Management Company, LLP with respect to the ALPS/WMC Disciplined Value Fund (f/k/a ALPS/WMC Value Intersection Fund).(28)
     (e)    Investment Advisory Agreement dated November 1, 2011 between Registrant and ALPS Advisors, Inc. with respect to the Clough China Fund.(28)
     (f)    Investment Sub-Advisory Agreement dated November 1, 2011 among Registrant, ALPS Advisors, Inc. and Clough Capital Partners, LP with respect to the Clough China Fund.(28)
     (g)    Investment Advisory Agreement dated December 30, 2009 between Registrant and Vulcan Value Partners, LLC with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(16)
     (h)    Investment Advisory Agreement dated November 1, 2011 between Registrant and ALPS Advisors, Inc. with respect to the Jefferies Asset Management Commodity Strategy Allocation Fund.(28)
     (i)    Investment Sub-Advisory Agreement dated November 1, 2011 among Registrant, ALPS Advisors, Inc. and Jefferies Asset Management, LLC (n/k/a CoreCommodity Management, LLC) with respect to the Jefferies Asset Management Commodity Strategy Allocation Fund.(28)
     (j)    Investment Advisory Agreement dated November 1, 2011 between Registrant and ALPS Advisors, Inc. with respect to the RiverFront Global Allocation(f/k/a RiverFront Moderate Growth), RiverFront Dynamic Equity Income (f/k/a RiverFront Long-Term Growth & Income) and RiverFront Moderate Growth & Income Funds.(28)
     (k)    Amendment to Investment Advisory Agreement dated August 31, 2012 between Registrant and ALPS Advisors, Inc. with respect to the RiverFront Global Growth Fund (f/k/a RiverFront Long-Term Growth Fund), RiverFront Global Allocation (f/ka RiverFront Moderate Growth), RiverFront Dynamic Equity Income (f/k/a RiverFront Long-Term Growth & Income), RiverFront Moderate Growth & Income Fund and RiverFront Conservative Income Builder Fund.(28)
     (l)    Investment Sub-Advisory Agreement dated November 1, 2011 among Registrant, ALPS Advisors, Inc. and RiverFront Investment Group, LLC with respect to the RiverFront Global Growth Fund (f/k/a RiverFront Long-Term Growth Fund), RiverFront Global Allocation (f/k/a RiverFront Moderate Growth), RiverFront Dynamic Equity Income (f/ka RiverFront Long-Term Growth & Income ), RiverFront Global Growth (f/k/a RiverFront Long-Term Growth ) and RiverFront Moderate Growth & Income Funds.(28)

     (m)    Amendment to Investment Sub-Advisory Agreement dated August 31, 2012 among Registrant, ALPS Advisors, Inc. and RiverFront Investment Group, LLC with respect to the RiverFront Global Growth Fund (f/k/a RiverFront Long-Term Growth Fund) RiverFront Global Allocation (f/k/a RiverFront Moderate Growth), RiverFront Dynamic Equity Income (f/k/a RiverFront Long-Term Growth & Income), RiverFront Moderate Growth & Income and RiverFront Conservative Income Builder Funds. (28)
     (n)    Investment Advisory Agreement dated November 1, 2011 between Registrant and ALPS Advisors, Inc. with respect to the ALPS/Kotak India Growth Fund.(28)
     (o)    Investment Sub-Advisory Agreement dated November 1, 2011 among Registrant, ALPS Advisors, Inc. and Kotak Mahindra (UK) Limited with respect to the ALPS/Kotak India Growth Fund.(28)
     (p)    Investment Advisory Agreement dated August 2, 2011 between Registrant and Aspen Partners Ltd. with respect to the Aspen Managed Futures Strategy Fund.(28)
     (q)    Investment Advisory Agreement dated July 13, 2011 between Registrant and Disciplined Growth Investors, Inc. with respect to the Disciplined Growth Investors Fund.(28)
     (r)    Investment Advisory Agreement dated September 13, 2011 between Registrant and Grandeur Peak Global Advisors, LLC with respect to the Grandeur Peak Global Opportunities and Grandeur Peak International Opportunities Funds.(22)
     (s)    Investment Advisory Agreement dated December 29, 2011 between Registrant and Highland Associates, Inc. with respect to the Redmont Resolute Fund I and Redmont Resolute Fund II.(28)
     (t)    Investment Advisory Agreement dated January 30, 2012 between Registrant and Seafarer Capital Partners, LLC with respect to the Seafarer Overseas Growth and Income Fund.(26)
     (u)    Investment Advisory Agreement dated March 16, 2012 between Registrant and Emerald Mutual Fund Advisers Trust with respect to the Emerald Banking and Finance Fund and the Emerald Growth Fund.(28)
     (v)    Investment Advisory Agreement dated July 24, 2012 between Registrant and Hanson McClain Strategic Advisors, Inc. with respect to the Pathway Advisors Conservative Fund, Pathway Advisors Growth and Income Fund and Pathway Advisors Aggressive Growth Fund.(27)
     (w)    Investment Advisory Agreement dated between Registrant and ALPS Advisors, Inc. with respect to the ALPS/Alerian MLP Infrastructure Index Fund.(31)
     (x)    Form of Investment Advisory Agreement between Registrant and Stonebridge Capital Management, Incorporated with respect to the Stonebridge Small-Cap Growth Fund (29).
(7)      (a)    Distribution Agreement dated November 1, 2011 between Registrant and ALPS Distributors, Inc. with respect to the ALPS/Red Rocks Listed Private Equity Fund, ALPS/WMC Disciplined Value Fund (f/k/a ALPS/WMC Value Intersection Fund), Clough China Fund, Jefferies Asset Management Commodity Strategy Fund, RiverFront Global Growth Fund (f/k/a RiverFront Long-Term Growth Fund), RiverFront Global Allocation Fund (f/k/a RiverFront Moderate Growth Fund), RiverFront Dynamic Equity Income Fund (f/k/a RiverFront Long-Term Growth and Income Fund), RiverFront Monderate Growth and Income Fund and ALPS/Kotak India Growth Fund.(28)
     (b)    Amendment No. 1 dated August 31, 2012 to the Distribution Agreement dated November 1, 2011 between Registrant and ALPS Distributors, Inc. with respect to the RiverFront Conservative Income Builder Fund.(28)
     (c)    Amendment No. 2 to the Distribution Agreement dated November 1, 2011 between Registrant and ALPS Distributors, Inc. with respect to the ALPS/Alerian MLP Infrastructure Index Fund.(31)

     (d)    Form of Selling Agreement between ALPS Distributors, Inc. and Broker/Dealer.(10)
     (e)    Form of Shareholder Servicing Agreement between ALPS Distributors, Inc. and servicing firm.(10)
     (f)    Form of Administrative Services Agreement between ALPS Distributors, Inc. and servicing firm.(3)
     (g)    Form of Fund-SERV Agreement between ALPS Distributors, Inc. and servicing firm.(10)
     (h)    Form of Trust Networking Agreement between ALPS Distributors, Inc. and servicing firm.(10)
     (i)    Distribution Agreement dated November 1, 2011 between Registrant and ALPS Distributors, Inc. with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(28)
     (j)    Distribution Agreement dated November 1, 2011 between Registrant and ALPS Distributors, Inc. with respect to the Aspen Managed Futures Strategy Fund.(28)
     (k)    Distribution Agreement dated November 1, 2011 between Registrant and ALPS Distributors, Inc. with respect to the Disciplined Growth Investors Fund.(28)
     (l)    Distribution Agreement dated November 1, 2011 between Registrant and ALPS Distributors, Inc. with respect to the Grandeur Peak Global Opportunities and Grandeur Peak International Opportunities Funds.(28)
     (m)    Distribution Agreement dated December 29, 2011 between Registrant and ALPS Distributors, Inc. with respect to the Redmont Resolute Fund I and Redmont Resolute Fund II.(28)
     (n)    Distribution Agreement dated January 30, 2012 between Registrant and ALPS Distributors, Inc. with respect to the Seafarer Overseas Growth and Income Fund.(26)
     (o)    Distribution Agreement dated March 16, 2012 between Registrant and ALPS Distributors, Inc. with respect to the Emerald Banking and Finance Fund and the Emerald Growth Fund.(28)
     (p)    Distribution Agreement dated July 24, 2012 between Registrant and ALPS Distributors, Inc. with respect to the Pathway Advisors Conservative Fund, Pathway Advisors Growth and Income Fund and Pathway Advisors Aggressive Growth Fund.(27)
     (q)    Form of Distribution Agreement between Registrant and ALPS Distributors, Inc. with respect to the Stonebridge Small-Cap Growth Fund (29).
(8)         None.
(9)      (a)    Custody Agreement dated November 13, 2007 between Registrant and The Bank of New York with respect to the ALPS/Red Rocks Listed Private Equity Fund (f/k/a Listed Private Equity Fund).(5)
     (b)    Foreign Custody Manager Agreement dated November 13, 2007 between Registrant and The Bank of New York with respect to the ALPS/Red Rocks Listed Private Equity Fund (f/k/a Listed Private Equity Fund).(5)
     (c)    Custodian Agreement dated August 3, 2009 between Registrant and Union Bank N.A. with respect to the ALPS/WMC Disciplined Value Fund (f/k/a ALPS/WMC Value Intersection Fund).(16)
     (d)    Amendment No. 1 to Custody Agreement dated November 2, 2009 between Registrant and The Bank of New York Mellon with respect to the Clough China Fund.(16)
     (e)    Amendment No. 1 to Foreign Custody Manager Agreement dated November 2, 2009 between Registrant and The Bank of New York Mellon with respect to the Clough China Fund.(16)

     (f)    Amendment No. 2 dated December 30, 2009 to Custody Agreement between Registrant and The Bank of New York Mellon with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(16)
     (g)    Amendment No. 2 dated December 30, 2009 to Foreign Custody Manager Agreement between Registrant and The Bank of New York Mellon with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(16)
     (h)    Amendment to Custody Agreement dated September 27, 2010 between Registrant and The Bank of New York Mellon with respect to the Jefferies Asset Management Commodity Strategy Allocation Fund, RiverFront Global Growth (f/k/a RiverFront Long-Term Growth), RiverFront Global Allocation (f/ka RiverFront Moderate Growth), RiverFront Dynamic Equity Income (f/k/a RiverFront Long-Term Growth & Income) and RiverFront Moderate Growth & Income Funds.(18)
     (i)    Amendment to Foreign Custody Manager Agreement dated September 27, 2010 between Registrant and The Bank of New York Mellon with respect to the Jefferies Asset Management Commodity Strategy Allocation Fund, RiverFront Global Growth (f/k/a RiverFront Long-Term Growth), RiverFront Global Allocation (f/k/a RiverFront Moderate Growth), RiverFront Dynamic Equity Income (f/k/a RiverFront Long-Term Growth & Income) and RiverFront Moderate Growth & Income Funds.(18)
     (j)    Amendment to Custody Agreement dated February 14, 2011 between Registrant and The Bank of New York Mellon with respect to the ALPS/Kotak India Growth Fund.(21)
     (k)    Amendment to Foreign Custody Manager Agreement dated February 14, 2011 between Registrant and The Bank of New York Mellon with respect to the ALPS/Kotak India Growth Fund.(21)
     (l)    Amendment to Custody Agreement dated August 31, 2012 between Registrant and The Bank of New York Mellon with respect to the RiverFront Conservative Income Builder Fund.(28)
     (m)    Amendment to Foreign Custody Manager Agreement dated August 31, 2012 between Registrant and The Bank of New York Mellon with respect to the RiverFront Conservative Income Builder Fund.(28)
     (n)    Amendment to Custody Agreement between Registrant and The Bank of New York Mellon with respect to the ALPS/Alerian MLP Infrastructure Index Fund.(31)
     (o)    Amendment to Foreign Custody Manager Agreement between Registrant and The Bank of New York Mellon with respect to the ALPS/Alerian MLP Infrastructure Index Fund.(31)
     (p)    Amendment to Custodian Agreement dated June 30, 2011 between Registrant and Union Bank N.A. with respect to the Aspen Managed Futures Strategy Fund.(28)
     (q)    Amendment to Custodian Agreement dated August 1, 2011 between Registrant and Union Bank N.A. with respect to the Disciplined Growth Investors Fund.(28)
     (r)    Amendment to Custodian Agreement dated September 13, 2011 between Registrant and Union Bank N.A. with respect to the Grandeur Peak Global Opportunities and Grandeur Peak International Opportunities Funds.(22)
     (s)    Amendment to Custodian Agreement dated December 13, 2011 between Registrant and Union Bank N.A. with respect Redmont Resolute Fund I and Redmont Resolute Fund II.(28)
     (t)    Amendment to Custodian Agreement dated January 25, 2012 between Registrant and Union Bank N.A. with respect to the Seafarer Overseas Growth and Income Fund.(26)
     (u)    Amendment to Custodian Agreement dated March 13, 2012 between Registrant and Union Bank N.A. with respect to the Emerald Banking and Finance Fund and the Emerald Growth Fund.(28)

     (v)    Amendment to Custodian Agreement dated July 24, 2012 between Registrant and Union Bank N.A. with respect to the Pathway Advisors Conservative Fund, Pathway Advisors Growth and Income Fund and Pathway Advisors Aggressive Growth Fund.(27)
     (w)    Form of Custodian Agreement between Registrant and Union Bank, N.A. with respect to the Stonebridge Small-Cap Growth Fund.(30)
(10)      (a)    Distribution and Services Plan – ALPS/Red Rocks Listed Private Equity Fund (f/k/a Listed Private Equity Fund), Class A.(4)
     (b)    Distribution and Services Plan – ALPS/Red Rocks Listed Private Equity Fund (f/k/a Listed Private Equity Fund), Class R.(4)
     (c)    Distribution and Services Plan – ALPS/Red Rocks Listed Private Equity Fund (f/k/a Listed Private Equity Fund), Class C.(14)
     (d)    Shareholder Services Plan – ALPS/Red Rocks Listed Private Equity Fund (f/k/a Listed Private Equity Fund), Class C.(14)
     (e)    Distribution and Services Plan – ALPS/WMC Disciplined Value Fund (f/k/a ALPS/WMC Value Intersection Fund), Class A.(6)
     (f)    Distribution and Services Plan – ALPS/WMC Disciplined Value Fund (f/k/a ALPS/WMC Value Intersection Fund), Class C.(14)
     (g)    Shareholder Services Plan – ALPS/WMC Value Disciplined Value Fund (f/k/a ALPS/WMC Value Intersection Fund), Class C.(14)
     (h)    Distribution and Services Plan – Clough China Fund, Class A.(7)
     (i)    Distribution and Services Plan – Clough China Fund, Class C.(7)
     (j)    Shareholder Services Plan – Clough China Fund, Class C.(16)
     (k)    Distribution and Services Plan – Jefferies Asset Management Commodity Strategy Allocation Fund, Class A.(12)
     (l)    Distribution and Services Plan – Jefferies Asset Management Commodity Strategy Allocation Fund, Class C.(12)
     (m)    Shareholder Services Plan – Jefferies Asset Management Commodity Strategy Allocation Fund, Class A.(12)
     (n)    Shareholder Services Plan – Jefferies Asset Management Commodity Strategy Allocation Fund, Class C.(12)
     (o)    Distribution and Services Plan – RiverFront Global Growth (f/k/a RiverFront Long-Term Growth), RiverFront Global Allocation (f/k/a RiverFront Moderate Growth), RiverFront Dynamic Equity Income (f/k/a RiverFront Long-Term Growth & Income) and RiverFront Moderate Growth & Income Funds, Class A.(13)
     (p)    Distribution and Services Plan – RiverFront Global Growth (f/k/a RiverFront Long-Term Growth), RiverFront Global Allocation (f/k/a RiverFront Moderate Growth), RiverFront Dynamic Equity Income (f/k/a RiverFront Long-Term Growth & Income) and RiverFront Moderate Growth & Income Funds, Class C.(13)

     (q)    Distribution and Services Plan – RiverFront Global Growth (f/k/a RiverFront Long-Term Growth), Investor Class.(13)
     (r)    Shareholder Services Plan – RiverFront Global Growth (f/k/a RiverFront Long-Term Growth), RiverFront Global Allocation (f/k/a RiverFront Moderate Growth), RiverFront Dynamic Equity Income (f/k/a RiverFront Long-Term Growth & Income) and RiverFront Moderate Growth & Income Funds, Class C.(13)
     (s)    Distribution and Services Plan – RiverFront Conservative Income Builder Fund, Class A.(28)
     (t)    Distribution and Services Plan – RiverFront Conservative Income Builder Fund, Class C.(28)
     (u)    Shareholder Services Plan – RiverFront Conservative Income Builder Fund, Class C.(28)
     (v)    Distribution and Services Plan – ALPS/Kotak India Growth Fund, Class A.(17)
     (w)    Distribution and Services Plan – ALPS/Kotak India Growth Fund, Class C.(17)
     (x)    Shareholder Services Plan – ALPS/Kotak India Growth Fund, Class A.(17)
     (y)    Shareholder Services Plan – ALPS/Kotak India Growth Fund, Class C.(17)
     (z)    Distribution and Services Plan – Aspen Managed Futures Strategy Fund, Class A.(20)
     (aa)    Distribution and Services Plan – Grandeur Peak Global Opportunities and Grandeur Peak International Opportunities Funds, Investor Class.(22)
     (bb)    Distribution and Services Plan – Redmont Resolute Fund I, Class A.(25)
     (cc)    Shareholder Services Plan – Redmont Resolute Fund I, Class A.(25)
     (dd)    Shareholder Services Plan – Seafarer Overseas Growth and Income Fund, Investor Class.(26)
     (ee)    Shareholder Services Plan – Seafarer Overseas Growth and Income Fund, Institutional Class.(26)
     (ff)    Distribution and Services Plan – Emerald Banking and Finance Fund, Class A.(23)
     (gg)    Distribution and Services Plan – Emerald Banking and Finance Fund, Class C.(23)
     (hh)    Distribution and Services Plan – Emerald Banking and Finance Fund, Investor Class.(23)
     (ii)    Distribution and Services Plan – Emerald Growth Fund, Class A.(23)
     (jj)    Distribution and Services Plan – Emerald Growth Fund, Class C.(23)
     (kk)    Distribution and Services Plan – Emerald Growth Fund, Investor Class.(23)
     (ll)    Shareholder Services Plan – Emerald Banking and Finance Fund, Class C.(23)
     (mm)    Shareholder Services Plan – Emerald Banking and Finance Fund, Institutional Class.(23)
     (nn)    Shareholder Services Plan – Emerald Banking and Finance Fund, Investor Class.(23)
     (oo)    Shareholder Services Plan – Emerald Growth Fund, Class C.(23)

     (pp)    Shareholder Services Plan – Emerald Growth Fund, Institutional Class.(23)
     (qq)    Shareholder Services Plan – Emerald Growth Fund, Investor Class.(23)
     (rr)    Distribution and Services Plan – Pathway Advisors Conservative Fund, Pathway Advisors Growth and Income Fund and Pathway Advisors Aggressive Growth Fund.(27)
     (ss)    Shareholder Services Plan – Pathway Advisors Conservative Fund, Pathway Advisors Growth and Income Fund and Pathway Advisors Aggressive Growth Fund.(27)
     (tt)    Distribution and Services Plan – ALPS/Alerian MLP Infrastructure Index Fund, Class A.(31)
     (uu)    Distribution and Services Plan – ALPS/Alerian MLP Infrastructure Index Fund, Class C.(31)
     (vv)    Shareholder Services Plan – ALPS/Alerian MLP Infrastructure Index Fund, Class A.(31)
     (ww)    Shareholder Services Plan – ALPS Alerian MLP Infrastructure Index Fund, Class C.(31)
     (xx)    Rule 18f-3 Plan – ALPS/Red Rocks Listed Private Equity Fund (f/k/a Listed Private Equity Fund).(14)
     (yy)    Rule 18f-3 Plan – ALPS/WMC Disciplined Value Fund (f/k/a ALPS/WMC Value Intersection Fund).(14)
     (zz)    Rule 18f-3 Plan – Clough China Fund.(16)
     (aaa)    Rule 18f-3 Plan – Jefferies Asset Management Commodity Strategy Allocation Fund.(12)
     (bbb)    Rule 18f-3 Plan – RiverFront Global Allocation (f/k/a RiverFront Moderate Growth), RiverFront Dynamic Equity Income (f/k/a RiverFront Long-Term Growth & Income), RiverFront Moderate Growth & Income and RiverFront Global Growth (f/k/a RiverFront Long Term Growth) Funds.(13)
     (ccc)    Rule 18f-3 Plan – ALPS/Kotak India Growth Fund.(17)
     (ddd)    Rule 18f-3 Plan – RiverFront Conservative Income Builder Fund.(28)
     (eee)    Rule 18f-3 Plan – Aspen Managed Futures Strategy Fund.(20)
     (fff)    Rule 18f-3 Plan – Grandeur Peak Global Opportunities and Grandeur Peak International Opportunities Funds.(22)
     (ggg)    Rule 18f-3 Plan – Redmont Resolute Fund I.(25)
     (hhh)    Rule 18f-3 Plan – Seafarer Overseas Growth and Income Fund.(26)
     (iii)    Rule 18f-3 Plan – Emerald Banking and Finance Fund and Emerald Growth Fund.(28)
     (jjj)    Rule 18f-3 Plan – ALPS/Alerian MLP Infrastructure Index Fund.(31)
(11)      (a)    Opinion of Davis Graham & Stubbs LLP, counsel to Registrant, as to legality of shares of the Stonebridge Small-Cap Growth Fund.(30)
(12)      (a)    Tax Opinions of Davis Graham & Stubbs LLP (filed herewith).
(13)      (a)    Transfer Agency and Service Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Red Rocks Listed Private Equity Fund (f/k/a Listed Private Equity Fund).(4)

     (b)    Amendment No. 2 dated August 31, 2009 to the Transfer Agency and Service Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/WMC Disciplined Value Fund (f/k/a ALPS/WMC Value Intersection Fund).(16)
     (c)    Amendment No. 4 dated January 15, 2010 to the Transfer Agency and Service Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the Clough China Fund.(16)
     (d)    Amendment No. 5 dated March 9, 2010 to the Transfer Agency and Service Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Red Rocks Listed Private Equity (f/k/a Listed Private Equity Fund), ALPS/WMC Disciplined Value (f/k/a ALPS/WMC Value Intersection)and ALPS/GNI Long-Short Funds.(14)
     (e)    Transfer Agency and Service Agreement dated December 30, 2009 between Registrant and ALPS Fund Services, Inc. with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(16)
     (f)    Transfer Agency and Interactive Client Service Agreement dated December 30, 2009 between Registrant and ALPS Fund Services, Inc. with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(16)
     (g)    Transfer Agency and Service Agreement dated August 2, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Aspen Managed Futures Strategy Fund.(28)
     (h)    Transfer Agency and Service Agreement dated July 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Disciplined Growth Investors Fund.(19)
     (i)    Transfer Agency and Service Agreement September 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Grandeur Peak Global Opportunities and Grandeur Peak International Opportunities Funds.(22)
     (j)    Amendment dated June 15, 2010 to the Transfer Agency and Service Agreement between Registrant and ALPS Fund Services, Inc. dated October 1, 2007 with respect to the Jefferies Asset Management Commodity Strategy Allocation Fund.(18)
     (k)    Amendment dated August 2, 2010 to the Transfer Agency and Service Agreement between Registrant and ALPS Fund Services, Inc. dated October 1, 2007 with respect to the RiverFront Global Allocation (f/ka RiverFront Moderate Growth), RiverFront Dynamic Equity Income (f/k/a RiverFront Long-Term Growth & Income) and RiverFront Moderate Growth & Income Funds.(18)
     (l)    Amendment dated September 27, 2010 to the Transfer Agency and Service Agreement between Registrant and ALPS Fund Services, Inc. dated October 1, 2007 with respect to the RiverFront Global Growth Fund (f/k/a RiverFront Long-Term Growth Fund).(18)
     (m)    Amendment dated January 20, 2011 to the Transfer Agency and Service Agreement between Registrant and ALPS Fund Services, Inc. dated October 1, 2007 with respect to the ALPS/Kotak India Growth Fund.(17)
     (n)    Amendment dated August 31, 2012 to the Transfer Agency and Service Agreement between Registrant and ALPS Fund Services, Inc. dated October 1, 2007 with respect to the RiverFront Conservative Income Builder Fund.(28)
     (o)    Amendment to the Transfer Agency and Service Agreement between Registrant and ALPS Fund Services, Inc. dated October 1, 2007 with respect to the ALPS/Alerian MLP Infrastructure Index Fund.(31)
     (p)    Transfer Agency and Service Agreement dated December 29, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Redmont Resolute Fund I and Redmont Resolute Fund II.(28)

     (q)    Transfer Agency and Service Agreement January 30, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Seafarer Overseas Growth and Income Fund.(26)
     (r)    Transfer Agency and Service Agreement dated March 16, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Emerald Banking and Finance Fund and Emerald Growth Fund.(23)
     (s)    Transfer Agency and Service Agreement dated July 24, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Pathway Advisors Conservative Fund, Pathway Advisors Growth and Income Fund and Pathway Advisors Aggressive Growth Fund.(27)
     (t)    Form of Transfer Agency and Service Agreement Between Registrant and ALPS Fund Services, Inc. with respect to the Stonebridge Small-Cap Growth Fund.(30)
     (u)    Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Red Rocks Listed Private Equity Fund (f/k/a Listed Private Equity Fund).(4)
     (v)    Amendment No. 1 dated August 31, 2009 to the Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/WMC Disciplined Value Fund (f/k/a ALPS/WMC Value Intersection Fund).(16)
     (w)    Amendment No. 3 dated January 15, 2010 to the Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the Clough China Fund.(16)
     (x)    Amendment No. 4 dated March 9, 2010 to the Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Red Rocks Listed Private Equity (f/k/a Listed Private Equity Fund), ALPS/WMC Disciplined Value (f/k/a ALPS/WMC Value Intersection Fund)and ALPS/GNI Long-Short Funds.(16)
     (y)    Amendment dated June 15, 2010 to the Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the Jefferies Asset Management Commodity Strategy Allocation Fund.(18)
     (z)    Amendment dated August 2, 2010 to the Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the RiverFront Global Allocation (f/k/a RiverFront Moderate Growth), RiverFront Dynamic Equity Income (f/k/a RiverFront Long-Term Growth & Income) and RiverFront Moderate Growth & Income Funds.(18)
     (aa)    Amendment dated September 27, 2010 to the Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the RiverFront Global Growth Fund (f/k/a RiverFront Long-Term Growth Fund).(18)
     (bb)    Amendment dated January 20, 2011 to the Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Kotak India Growth Fund.(17)
     (cc)    Amendment dated August 31, 2012 to the Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the RiverFront Conservative Income Builder
Fund.(28)
     (dd)    Amendment dated to the Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Alerian MLP Infrastructure Index Fund.(31)

     (ee)    Administration, Bookkeeping and Pricing Agreement dated August 2, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Aspen Managed Futures Strategy Fund.(28)
     (ff)    Administration, Bookkeeping and Pricing Agreement dated July 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Disciplined Growth Investors Fund.(28)
     (gg)    Administration, Bookkeeping and Pricing Agreement dated September 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Grandeur Peak Global Opportunities and Grandeur Peak International Opportunities Funds.(22)
     (hh)    Administration, Bookkeeping and Pricing Agreement dated December 29, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Redmont Resolute Fund I and Redmont Resolute Fund II.(28)
     (ii)    Administration, Bookkeeping and Pricing Agreement dated January 30, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Seafarer Overseas Growth and Income Fund.(26)
     (jj)    Co-Administration and Shareholder Services dated January 30, 2012 Agreement between Registrant and Seafarer Capital Partners, LLC with respect to the Seafarer Overseas Growth and Income Fund.(26)
     (kk)    Administration, Bookkeeping and Pricing Agreement dated March 16, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Emerald Banking and Finance Fund and the Emerald Growth Fund.(28)
     (ll)    Form of Administration, Bookkeeping and Pricing Agreement between Registrant and ALPS Fund Services, Inc. with respect to the Pathway Advisors Conservative Fund, Pathway Advisors Growth and Income Fund and Pathway Advisors Aggressive Growth Fund.(27)
     (mm)    Form of Administration, Bookkeeping and Pricing Agreement] between Registrant and ALPS Fund Services, Inc. with respect to the Stonebridge Small-Cap Growth Fund.(30)
     (nn)    PFO Services Agreement dated December 30, 2009 among Registrant, ALPS Fund Services, Inc. and Vulcan Value Partners, LLC with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(16)
     (oo)    Chief Compliance Officer Services Agreement dated December 30, 2009 among Registrant, ALPS Fund Services, Inc. and Vulcan Value Partners, LLC with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(16)
     (pp)    Amended and restated PFO Services Agreement dated December 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Aspen Managed Futures Strategy Fund.(28)
     (qq)    Amended and Restated Chief Compliance Officer Services Agreement dated December 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Aspen Managed Futures Strategy Fund.(28)
     (rr)    PFO Services Agreement dated July 13, 2011 among Registrant, ALPS Fund Services, Inc. and Disciplined Growth Investors, Inc. with respect to the Disciplined Investors Growth Fund.(28)
     (ss)    Chief Compliance Officer Services Agreement dated July 13, 2011 among Registrant, ALPS Fund Services, Inc. and Disciplined Growth Investors, Inc. with respect to the Disciplined Investors Growth Fund.(28)
     (tt)    Amended and Restated PFO Services Agreement dated December 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Grandeur Peak Global Opportunities and Grandeur Peak International Opportunities Funds.(28)

     (uu)    Amended and Restated Chief Compliance Officer Services Agreement dated December 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Grandeur Peak Global Opportunities and Grandeur Peak International Opportunities Funds.(28)
     (vv)    PFO Services Agreement dated December 29, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Redmont Resolute Fund I and Redmont Resolute Fund II.(28)
     (ww)    Chief Compliance Officer Services Agreement dated December 29, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Redmont Resolute Fund I and Redmont Resolute Fund II.(28)
     (xx)    PFO Services Agreement dated January 30, 2012 among Registrant, ALPS Fund Services, Inc. and Seafarer Capital Partners, LLC with respect to the Seafarer Overseas Growth and Income Fund.(26)
     (yy)    Chief Compliance Officer Services Agreement dated January 30, 2012 among Registrant, ALPS Fund Services, Inc. and Seafarer Capital Partners, LLC with respect to the Seafarer Overseas Growth and Income Fund.(26)
     (zz)    PFO Services Agreement dated March 16, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Emerald Banking and Finance Fund and the Emerald Growth Fund.(28)
     (aaa)    Chief Compliance Officer Services Agreement dated March 16, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Emerald Banking and Finance Fund and the Emerald Growth Fund.(28)
     (bbb)    PFO Services Agreement dated July 24, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Pathway Advisors Conservative Fund, Pathway Advisors Growth and Income Fund and Pathway Advisors Aggressive Growth Fund.(27)
     (ccc)    Chief Compliance Officer Services Agreement dated July 24, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Pathway Advisors Conservative Fund, Pathway Advisors Growth and Income Fund and Pathway Advisors Aggressive Growth Fund.(27)
     (ddd)    Form of PFO Services Agreement between Registrant and ALPS Fund Services, Inc. with respect to the Stonebridge Small-Cap Growth Fund.(30)
     (eee)    Form of Chief Compliance Officer Services Agreement between Registrant and ALPS Fund Services, Inc. with respect to the Stonebridge Small-Cap Growth Fund.(30)
     (fff)    Fee Waiver Letter Agreement dated June 12, 2012 between Registrant and ALPS Advisors, Inc. with respect to the ALPS/WMC Disciplined Value Fund (f/k/a ALPS/WMC Value Intersection Fund).(28)
     (ggg)    Fee Waiver Letter Agreement dated June 12, 2012 between Registrant and ALPS Advisors, Inc. with respect to the Clough China Fund.(28)
     (hhh)    Fee Waiver Letter Agreement dated June 12, 2012 among Registrant, ALPS Advisors, Inc. and Red Rocks Capital LLC with respect to the ALPS/Red Rocks Listed Private Equity Fund (f/k/a Listed Private Equity Fund).(28)
     (iii)    Fee Waiver Letter Agreement dated August 9, 2012 between Registrant and Vulcan Value Partners, LLC with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(28)
     (jjj)    Fee Waiver Letter Agreement dated June 12, 2012 among Registrant, ALPS Advisors, Inc. and CoreCommodity Management, LLC (f/k/a Jefferies Asset Management, LLC) with respect to the Jefferies Asset Management Commodity Strategy Allocation Fund.(28)

     (kkk)    Fee Waiver Letter Agreement dated June 12, 202 among Registrant, ALPS Advisors, Inc. and RiverFront Investment Group, LLC with respect to the RiverFront Global Growth (f/k/a RiverFront Long-Term Growth), RiverFront Global Allocation (f/ka RiverFront Moderate Growth), RiverFront Dynamic Equity Income (f/k/a RiverFront Long-Term Growth & Income), RiverFront Moderate Growth & Income and RiverFront Conservative Income Funds.(28)
     (lll)    Fee Waiver Letter Agreement dated June 12, 2012 among Registrant, ALPS Advisors, Inc. and Kotak Mahindra (UK) Limited with respect to the ALPS/Kotak India Growth Fund.(28)
     (mmm)    Fee Waiver Letter Agreement dated June 12, 2012 between Registrant and Aspen Partners Ltd. with respect to the Aspen Managed Futures Strategy Fund. (28)
     (nnn)    Fee Waiver Letter Agreement between Registrant and ALPS Advisors, Inc. with respect to the ALPS/Alerian MLP Infrastructure Index Fund.(31)
     (ooo)    Transfer Agency Annual Account Fee Waiver Letter Agreement dated June 12, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Red Rocks Listed Private Equity Fund (f/k/a Listed Private Equity Fund).(28)
     (ppp)    Form of License Agreement among Registrant, ALPS Advisors, Inc., Kotak Mahindra Bank Limited and Kotak Mahindra (UK) Limited with respect to the ALPS/Kotak India Growth Fund.(17)
     (qqq)    Fee Waiver Letter Agreement dated September 13, 2011 between Registrant and Grandeur Peak Global Advisors, LLC with respect to the Grandeur Peak Global Opportunities and Grandeur Peak International Opportunities
Funds.(22)
     (rrr)    Fee Waiver Letter Agreement dated December 13, 2011 between Registrant and Highland Associates, Inc. with respect to the Redmont Resolute Fund I and Redmont Resolute Fund II.(28)
     (sss)    Fee Waiver Letter Agreement dated December 13, 2011 between Registrant and Seafarer Capital Partners, LLC with respect to the Seafarer Overseas Growth and Income Fund.(26)
     (ttt)    Fee Waiver Letter Agreement dated December 13, 2011 between Registrant and Emerald Mutual Fund Advisers Trust with respect to the Emerald Banking and Finance Fund and the Emerald Growth Fund.(28)
     (uuu)    Fee Waiver Letter Agreement dated June 12, 2012 between Hanson McClain Advisors, Inc. with respect to the Pathway Advisors Conservative Fund, Pathway Advisors Growth and Income Fund and Pathway Advisors Aggressive Growth Fund.(27)
(14)      (a)    Consent of Tait, Weller and Baker LLP, as Independent Registered Public Accounting Firm, with respect to the Stonebridge Institutional Small-Cap Growth Fund and the Stonebridge Small-Cap Growth Fund.(30)
(15)         None.
(16)         Powers of Attorney dated September 11, 2012 (29).
(17)      (a)    Code of Ethics for Registrant, revised as of March 13, 2006.(2)
     (b)    Code of Ethics for ALPS Holdings, Inc. (includes ALPS Advisors, Inc. and ALPS Distributors, Inc., each a subsidiary of ALPS Holdings, Inc.) revised as of May 1, 2010.(13)
     (c)    Code of Ethics for Red Rocks Capital LLC as of December 31, 2008, as amended.(6)
     (d)    Code of Ethics for Wellington Management Company, LLP as of April 1, 2012.(28)

   (e)    Code of Ethics for Clough Capital Partners LP as of May 2, 2007.(7)
   (f)    Code of Ethics for Vulcan Value Partners, LLC as of October 15, 2009.(11)
   (g)    Code of Ethics for CoreCommodity Management, LLC (f/k/a Jefferies Asset Management, LLC).(12)
   (h)    Code of Ethics for RiverFront Investment Group, LLC.(15)
   (i)    Code of Ethics for Kotak Mahindra (UK) Limited.(17)
   (j)    Code of Ethics for Aspen Partners Ltd.(20)
   (k)    Code of Ethics for Disciplined Growth Investors, Inc.(19)
   (l)    Code of Ethics for Grandeur Peak Global Advisors, LLC.(22)
   (m)    Code of Ethics for Highland Associates, Inc.(25)
   (n)    Code of Ethics for Seafarer Capital Partners, LLC.(26)
   (o)    Code of Ethics for Emerald Mutual Fund Advisers Trust.(23)
   (p)    Code of Ethics for Hanson McClain Strategic Advisors, Inc. (27)
   (q)    Code of Ethics for Stonebridge Capital Management, Incorporated.(30)

 

(1) Incorporated by reference to the Post-Effective Amendment No. 7 to Registrant’s Registration Statement filed on August 28, 1997.
(2) Incorporated by reference to the Post-Effective Amendment No. 30 to Registrant’s Registration Statement filed on August 28, 2006.
(3) Incorporated by reference to the Post-Effective Amendment No. 32 to Registrant’s Registration Statement filed on September 5, 2007.
(4) Incorporated by reference to the Post-Effective Amendment No. 33 to Registrant’s Registration Statement filed on November 20, 2007.
(5) Incorporated by reference to the Post-Effective Amendment No. 34 to Registrant’s Registration Statement filed on May 6, 2008.
(6) Incorporated by reference to the Form N-14 Registration Statement filed by the Registrant on June 12, 2009.
(7) Incorporated by reference to the Form N-14 Registration Statement filed by the Registrant on August 20, 2009.
(8) Incorporated by reference to the Post-Effective Amendment No. 40 to Registrant’s Registration Statement filed on August 28, 2009.
(9) Incorporated by reference to the Post-Effective Amendment No. 41 to Registrant’s Registration Statement filed on September 29, 2009.
(10) Incorporated by reference to the Post-Effective Amendment No. 43 to Registrant’s Registration Statement filed on October 13, 2009.
(11) Incorporated by reference to the Post-Effective Amendment No. 46 to Registrant’s Registration Statement filed on December 29, 2009.
(12) Incorporated by reference to the Post-Effective Amendment No. 52 to Registrant’s Registration Statement filed on June 15, 2010.
(13) Incorporated by reference to the Form N-14 Registration Statement filed by the Registrant on June 25, 2010.
(14) Incorporated by reference to the Post-Effective Amendment No. 57 to Registrant’s Registration Statement filed on June 30, 2010.
(15) Incorporated by reference to the Post-Effective Amendment No. 59 to Registrant’s Registration Statement filed on July 30, 2010.

(16) Incorporated by reference to the Post-Effective Amendment No. 62 to Registrant’s Registration Statement filed on August 30, 2010.
(17) Incorporated by reference to the Post-Effective Amendment No. 66 to Registrant’s Registration Statement filed on January 28, 2011.
(18) Incorporated by reference to the Post-Effective Amendment No. 70 to Registrant’s Registration Statement filed on April 29, 2011.
(19) Incorporated by reference to the Post-Effective Amendment No. 75 to Registrant’s Registration Statement filed on July 13, 2011.
(20) Incorporated by reference to the Post-Effective Amendment No. 77 to Registrant’s Registration Statement filed on August 1, 2011.
(21) Incorporated by reference to the Post-Effective Amendment No. 80 to Registrant’s Registration Statement filed on August 29, 2011.
(22) Incorporated by reference to the Post-Effective Amendment No. 82 to Registrant’s Registration Statement filed on September 22, 2011.
(23) Incorporated by reference to the Form N-14 Registration Statement filed by the Registrant on December 23, 2011.
(25) Incorporated by reference to the Post-Effective Amendment No. 88 to Registrant’s Registration Statement filed on December 29, 2011.
(26) Incorporated by reference to the Post-Effective Amendment No. 90 to Registrant’s Registration Statement filed on January 30, 2012.
(27) Incorporated by reference to the Post-Effective Amendment No. 97 to Registrant’s Registration Statement filed on July 24, 2012.
(28) Incorporated by reference to the Post-Effective Amendment No. 99 to Registrant’s Registration Statement filed on August 28, 2012.
(29) Incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on November 19, 2012.
(30) Incorporated by reference to Post-Effective Amendment No. 104 to Registrant’s Registration Statement filed on November 29, 2012.

Item 17. Undertakings.

 

(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

 

(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

 

(3) The undersigned registrant agrees to file in a post-effective amendment to this registration statement a final tax opinion promptly subsequent to the closing of the transaction.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to its Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Denver, and State of Colorado, on April 23, 2013.

 

FINANCIAL INVESTORS TRUST

(Registrant)

By:  

  /s/ Edmund J. Burke

    Edmund J. Burke
    President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

     

Title

     

Date

/s/ Edmund J. Burke

      President, Trustee and Chairman      April 23, 2013
Edmund J. Burke          

/s/ John R. Moran, Jr.

      Trustee      April 23, 2013
John R. Moran, Jr.*          

/s/ Jeremy W. Deems

      Trustee      April 23, 2013
Jeremy W. Deems*          

/s/ Mary K. Anstine

      Trustee      April 23, 2013
Mary K. Anstine*          

/s/ Jerry G. Rutledge

      Trustee      April 23, 2013
Jerry G. Rutledge*          

/s/ Michael “Ross” Shell

      Trustee      April 23, 2013
Michael “Ross” Shell*          

/s/ Kimberly R. Storms

      Treasurer      April 23, 2013
Kimberly R. Storms          

 

* Signature affixed by David T. Buhler pursuant to a power of attorney dated September 11, 2012.

Exhibit List

 

Exhibits.

    Description
(12)(a)    Tax Opinions of Davis Graham & Stubbs LLP, counsel to Registrant.
      
 EX-99.(12)(A) 2 d524340dex9912a.htm TAX OPINION Tax Opinion

Exhibit (12)(a)

 

LOGO

February 15, 2013

Financial Investors Trust

1290 Broadway, Suite 1100

Denver, Colorado 80203

Stonebridge Funds Trust

1290 Broadway, Suite 1100

Denver, Colorado 80203

Ladies and Gentlemen:

You have requested our opinion concerning the U.S. federal income tax consequences of transactions contemplated in the Agreement and Plan of Reorganization dated as of February 14, 2013 (the “Reorganization Agreement”) entered into by and among Financial Investors Trust, a Delaware statutory trust (the “Acquiring Trust”), on behalf of the Stonebridge Small-Cap Growth Fund (the “Acquiring Fund”), Stonebridge Funds Trust, a Delaware statutory trust (the “Selling Trust”) on behalf of the Stonebridge Small-Cap Growth Fund (the “Acquired Fund”), and Stonebridge Capital Management, Inc., a California corporation. This opinion as to certain U.S. federal income tax consequences of the Reorganization, hereinafter defined, is furnished to you pursuant to Section 8.7 of the Reorganization Agreement, and unless otherwise indicated, capitalized terms shall have the meanings given to them in the Reorganization Agreement.

Pursuant to the Reorganization Agreement, Acquired Fund will transfer all of its assets to Acquiring Fund solely in exchange for (i) the assumption of Acquired Fund’s liabilities, and (ii) the issuance by Acquiring Fund to Acquired Fund of full and fractional shares of beneficial interest of Acquiring Fund (the “Acquiring Fund Shares”). As soon as possible thereafter, but no later than six (6) months after the Effective Time, hereinafter defined, Acquired Fund will distribute such Acquiring Fund Shares to the holders of shares of common stock of Acquired Fund (“Acquired Fund Shares”) in complete liquidation of Acquired Fund. The foregoing steps shall be referred to collectively as the “Reorganization.”

The opinions expressed herein are based solely upon current law, including the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury Regulations, current positions of the Internal Revenue Service, and existing judicial decisions.

Financial Investors Trust

Stonebridge Funds Trust

February 15, 2013

Page 2

 

In rendering this opinion, we have reviewed the Reorganization Agreement, the Registration Statement on Form N-14 filed by Acquired Fund and Acquiring Fund with the Securities and Exchange Commission on December 26, 2012, in connection with the Reorganization (the “Registration Statement”), and such other materials as we have deemed relevant. In addition, with your consent we have relied upon representations provided to us by Acquired Fund and Acquiring Fund in connection with our preparation of this opinion (collectively, the “Representation Letters”).

Our opinion is based, in part, on the assumptions that the Reorganization will occur in accordance with the terms of the Reorganization Agreement and that the facts and representations set forth in the Reorganization Agreement and the Representation Letters, are accurate as of the date hereof and will be accurate on the effective date and at the time of the Reorganization (the “Effective Time”). In addition, we have assumed that any statement and representation made in the Representation Letters “to the knowledge of” or “to the best knowledge of” any person or entity, or any similar qualifiers, is and will be true without such qualification. You have not requested that we undertake, and we have not undertaken, any independent investigation of the accuracy of the facts, representations and assumptions set forth or referred to herein.

Based upon the facts, assumptions and representations set forth or referred to herein, it is our opinion that for U.S. federal income tax purposes:

(1) The transfer by Acquired Fund to Acquiring Fund of all or substantially all of its assets in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all of Acquired Fund’s liabilities and the subsequent liquidation of Acquired Fund pursuant to the Reorganization Agreement will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and Acquiring Fund and Acquired Fund will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code.

(2) Under Section 1032 of the Code, Acquiring Fund will not recognize any gain or loss upon the receipt of all of Acquired Fund’s assets solely in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all the liabilities of Acquired Fund.

(3) Under Sections 361 and 357(a) of the Code, Acquired Fund will recognize no gain or loss upon the transfer of all its assets to Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all the liabilities of Acquired Fund or upon the distribution of Acquiring Fund Shares to Acquired Fund’s shareholders solely in exchange for such shareholders’ shares of Acquired Fund in complete liquidation of Acquired Fund pursuant to the Reorganization Agreement.

(4) Under Section 354 of the Code, Acquired Fund’s shareholders will recognize no gain or loss upon the exchange, pursuant to the Reorganization Agreement, of all their Acquired Fund Shares solely for Acquiring Fund Shares.

(5) Under Sections 362(b) and 1223(2) of the Code, Acquiring Fund’s tax basis and holding period in the assets received from Acquired Fund in the Reorganization will be the same as

 

Financial Investors Trust

Stonebridge Funds Trust

February 15, 2013

Page 3

 

the adjusted tax basis and will include the holding period, respectively, of such assets in the hands of Acquired Fund immediately prior to the Reorganization.

(6) Under Section 358(a)(1) of the Code, the aggregate tax basis of Acquiring Fund Shares received by each shareholder of Acquired Fund in the Reorganization will be the same as the aggregate tax basis of Acquired Fund Shares exchanged therefor by such shareholder.

(7) Under Section 1223(1) of the Code, each former Acquired Fund shareholder’s holding period with respect to any Acquiring Fund Share received in the Reorganization will include the shareholder’s holding period with respect to the Acquired Fund Shares exchanged therefor, provided that such shareholder held such Acquired Fund Shares as a capital asset at the Effective Time.

(8) Acquiring Fund will take into account the items of Acquired Fund described under Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383, and 384 of the Code and the Treasury Regulations thereunder, and other applicable provisions of the Code and Treasury Regulations.

Notwithstanding anything to the contrary herein, we express no opinion (A) with respect to the effect of the Reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized under U.S. federal income tax principles (i) at the end of a taxable year or upon the termination thereof, or (ii) as a result of the transfer of such asset regardless of whether such transfer would otherwise be a nonrecognition transaction, or (B) as to the effect of the Reorganization on (i) the taxable year of any Selling Fund shareholder, or (ii) the Selling Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code.

Our opinion is limited to those U.S. federal income tax issues specifically considered herein, is addressed to and is only for the benefit of the Acquired Fund and the Acquiring Fund, and may not be relied upon or cited by any other person or entity. Our opinion is as of the date hereof, and we do not undertake to update the opinion or otherwise notify you of changes in the facts, applicable law, or other matters that come to our attention. We do not express any opinion as to any other U.S. federal tax issues, or any state, local or foreign tax law issues, arising from or related to the transactions contemplated by the Reorganization Agreement or otherwise. Although the discussion herein is based upon our interpretation of existing sources of law and expresses what we believe a court would properly conclude if presented with these issues, no assurance can be given that such interpretations would be followed if they were to become the subject of judicial or administrative proceedings.

We hereby consent to the filing of a form of this opinion as an exhibit to the Registration Statement and to the use of our name and to any reference to our firm in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Financial Investors Trust

Stonebridge Funds Trust

February 15, 2013

Page 4

 

Very truly yours,

/s/ Davis Graham & Stubbs LLP

DAVIS GRAHAM & STUBBS LLP

Exhibit (12)(a)

 

LOGO

February 15, 2013

Financial Investors Trust

1290 Broadway, Suite 1100

Denver, Colorado 80203

Stonebridge Funds Trust

1290 Broadway, Suite 1100

Denver, Colorado 80203

Ladies and Gentlemen:

You have requested our opinion concerning the U.S. federal income tax consequences of transactions contemplated in the Agreement and Plan of Reorganization dated as of February 14, 2013 (the “Reorganization Agreement”) entered into by and among Financial Investors Trust, a Delaware statutory trust (the “Acquiring Trust”), on behalf of the Stonebridge Small-Cap Growth Fund (the “Acquiring Fund”), Stonebridge Funds Trust, a Delaware statutory trust (the “Selling Trust”) on behalf of the Stonebridge Institutional Small-Cap Growth Fund (the “Acquired Fund”), and Stonebridge Capital Management, Inc., a California corporation. This opinion as to certain U.S. federal income tax consequences of the Reorganization, hereinafter defined, is furnished to you pursuant to Section 8.7 of the Reorganization Agreement, and unless otherwise indicated, capitalized terms shall have the meanings given to them in the Reorganization Agreement.

Pursuant to the Reorganization Agreement, Acquired Fund will transfer all of its assets to Acquiring Fund solely in exchange for (i) the assumption of Acquired Fund’s liabilities, and (ii) the issuance by Acquiring Fund to Acquired Fund of full and fractional shares of beneficial interest of Acquiring Fund (the “Acquiring Fund Shares”). As soon as possible thereafter, but no later than six (6) months after the Effective Time, hereinafter defined, Acquired Fund will distribute such Acquiring Fund Shares to the holders of shares of common stock of Acquired Fund (“Acquired Fund Shares”) in complete liquidation of Acquired Fund. The foregoing steps shall be referred to collectively as the “Reorganization.”

Financial Investors Trust

Stonebridge Funds Trust

February 15, 2013

Page 2

 

The opinions expressed herein are based solely upon current law, including the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury Regulations, current positions of the Internal Revenue Service, and existing judicial decisions.

In rendering this opinion, we have reviewed the Reorganization Agreement, the Registration Statement on Form N-14 filed by Acquired Fund and Acquiring Fund with the Securities and Exchange Commission on December 26, 2012, in connection with the Reorganization (the “Registration Statement”), and such other materials as we have deemed relevant. In addition, with your consent we have relied upon representations provided to us by Acquired Fund and Acquiring Fund in connection with our preparation of this opinion (collectively, the “Representation Letters”).

Our opinion is based, in part, on the assumptions that the Reorganization will occur in accordance with the terms of the Reorganization Agreement and that the facts and representations set forth in the Reorganization Agreement and the Representation Letters, are accurate as of the date hereof and will be accurate on the effective date and at the time of the Reorganization (the “Effective Time”). In addition, we have assumed that any statement and representation made in the Representation Letters “to the knowledge of” or “to the best knowledge of” any person or entity, or any similar qualifiers, is and will be true without such qualification. You have not requested that we undertake, and we have not undertaken, any independent investigation of the accuracy of the facts, representations and assumptions set forth or referred to herein.

Based upon the facts, assumptions and representations set forth or referred to herein, it is our opinion that for U.S. federal income tax purposes:

(1) The transfer by Acquired Fund to Acquiring Fund of all or substantially all of its assets in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all of Acquired Fund’s liabilities and the subsequent liquidation of Acquired Fund pursuant to the Reorganization Agreement will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and Acquiring Fund and Acquired Fund will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code.

(2) Under Section 1032 of the Code, Acquiring Fund will not recognize any gain or loss upon the receipt of all of Acquired Fund’s assets solely in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all the liabilities of Acquired Fund.

(3) Under Sections 361 and 357(a) of the Code, Acquired Fund will recognize no gain or loss upon the transfer of all its assets to Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all the liabilities of Acquired Fund or upon the distribution of Acquiring Fund Shares to Acquired Fund’s shareholders solely in exchange for such shareholders’ shares of Acquired Fund in complete liquidation of Acquired Fund pursuant to the Reorganization Agreement.

Financial Investors Trust

Stonebridge Funds Trust

February 15, 2013

Page 3

 

(4) Under Section 354 of the Code, Acquired Fund’s shareholders will recognize no gain or loss upon the exchange, pursuant to the Reorganization Agreement, of all their Acquired Fund Shares solely for Acquiring Fund Shares.

(5) Under Sections 362(b) and 1223(2) of the Code, Acquiring Fund’s tax basis and holding period in the assets received from Acquired Fund in the Reorganization will be the same as the adjusted tax basis and will include the holding period, respectively, of such assets in the hands of Acquired Fund immediately prior to the Reorganization.

(6) Under Section 358(a)(1) of the Code, the aggregate tax basis of Acquiring Fund Shares received by each shareholder of Acquired Fund in the Reorganization will be the same as the aggregate tax basis of Acquired Fund Shares exchanged therefor by such shareholder.

(7) Under Section 1223(1) of the Code, each former Acquired Fund shareholder’s holding period with respect to any Acquiring Fund Share received in the Reorganization will include the shareholder’s holding period with respect to the Acquired Fund Shares exchanged therefor, provided that such shareholder held such Acquired Fund Shares as a capital asset at the Effective Time.

(8) Acquiring Fund will take into account the items of Acquired Fund described under Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383, and 384 of the Code and the Treasury Regulations thereunder, and other applicable provisions of the Code and Treasury Regulations.

Notwithstanding anything to the contrary herein, we express no opinion (A) with respect to the effect of the Reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized under U.S. federal income tax principles (i) at the end of a taxable year or upon the termination thereof, or (ii) as a result of the transfer of such asset regardless of whether such transfer would otherwise be a nonrecognition transaction, or (B) as to the effect of the Reorganization on (i) the taxable year of any Selling Fund shareholder, or (ii) the Selling Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code.

Our opinion is limited to those U.S. federal income tax issues specifically considered herein, is addressed to and is only for the benefit of the Acquired Fund and the Acquiring Fund, and may not be relied upon or cited by any other person or entity. Our opinion is as of the date hereof, and we do not undertake to update the opinion or otherwise notify you of changes in the facts, applicable law, or other matters that come to our attention. We do not express any opinion as to any other U.S. federal tax issues, or any state, local or foreign tax law issues, arising from or related to the transactions contemplated by the Reorganization Agreement or otherwise. Although the discussion herein is based upon our interpretation of existing sources of law and expresses what we believe a court would properly conclude if presented with these issues, no assurance can be given that such interpretations would be followed if they were to become the subject of judicial or administrative proceedings.

Financial Investors Trust

Stonebridge Funds Trust

February 15, 2013

Page 4

 

We hereby consent to the filing of a form of this opinion as an exhibit to the Registration Statement and to the use of our name and to any reference to our firm in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Davis Graham & Stubbs LLP

DAVIS GRAHAM & STUBBS LLP

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