SecProbe.io

CORRESP
1
filename1.htm

Financial
Investors Trust

1290
Broadway, Suite 1000

Denver,
Colorado 80203

July
5, 2024

VIA
EDGAR

Mr.
Aaron Brodsky

Division
of Investment Management

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

 Re: Financial
                                         Investors Trust (the “Registrant”)

File
Nos. 33-72424, 811-8194

Dear
Mr. Brodsky:

On
behalf of the Registrant, set forth below are the Registrant’s responses to certain comments received from the staff of
the Division of Investment Management on May 29, 2024; July 2, 2024; and July 3, 2024 regarding post-effective amendment No. 266 (“PEA
266”) to the Registrant’s registration statement under the Securities Act of 1933, as amended (the “1933
Act”), and Post-Effective Amendment No. PEA 267 under the Investment Company Act of 1940, as amended (the “Investment
Company Act”), filed pursuant to Rule 485(a) on May 1, 2024, with respect to the ALPS | CoreCommodity Management CompleteCommodities®
Strategy Fund (the “Fund”). Capitalized terms not otherwise defined herein shall have the meanings given to
them in PEA 266.

In
connection with this response letter, and on or around July 5, 2024, the Registrant anticipates filing, pursuant to Rule 485(b),
a new post-effective amendment to the Registrant’s registration statement under the 1933 Act (the “New PEA”),
which is expected to include (i) changes to PEA 266 in response to the Staff’s comments, (ii) certain other non-material
information; and (ii) certain other required exhibits. Registrant notes that relative to PEA 266, Registrant has made additional
changes in the New PEA to align certain disclosures in the registration statement with disclosure in the pending registration
statement for the ALPS CoreCommodity Natural Resources ETF, filed as post-effective amendment No. 271 to the Trust’s registration
statement, and in which the Fund will invest.

U.S. Securities
and Exchange Commission

Division
of Investment Management

July 5, 2024

Page 2

Staff
Comments:

General
Comments

 1. Staff
                                         Comment: In the Fund’s fees and expenses table, please disclose the fees
                                         of any underlying funds in a separate acquired fund fees and expenses (“AFFE”)
                                         line item, or explain supplementally why an associated line item is not needed.

Registrant’s
Response: Comment complied with.

 2. Staff
                                         Comment: The Staff notes that the Fund invests in a wholly owned subsidiary.

 a. Disclose
                                         if the subsidiary is investing in other assets that are primarily controlled by the Fund.

 b. Disclose
                                         that the Fund complies with the provisions of the Investment Company Act governing investment
                                         policies (Section 8) on an aggregate basis with the subsidiary.

 c. Disclose
                                         that the Fund complies with the provisions of the Investment Company Act governing capital
                                         structure and leverage (Section 18) on an aggregate basis with the subsidiary.

 d. Disclose
                                         that each investment adviser to the subsidiary complies with provisions of the Investment
                                         Company Act relating to investment advisory contracts (Section 15) as an investment adviser
                                         to the fund under Section 2(a)(20) of the Investment Company Act.

 e. Disclose
                                         any of the subsidiary’s principal investment strategies or principal risks that
                                         constitute principal investment strategies or risks of the Fund.

 f. Confirm
                                         in correspondence that the financial statements of the subsidiary will be consolidated
                                         with those of the Fund. If the financial statements will not be consolidated, please
                                         explain why not.

 g. Confirm
                                         in correspondence that the subsidiary and its board of directors will agree to inspection
                                         by the staff of the subsidiary’s books and records, which will be maintained in
                                         accordance with Section 31 of the Investment Company Act and the rules thereunder.

 h. In
                                         the Fund’s fees and expenses table, (i) under the management fees line item, include
                                         the subsidiary’s management fee (including any performance fee, if any), and (ii)
                                         under other expenses, include the subsidiary’s expenses.

U.S. Securities and Exchange Commission

Division of Investment Management

July 5, 2024

Page 3

 i. Disclose
                                         that the subsidiary and its board of directors will agree to designate an agent for service
                                         of process in the United States.

Registrant’s
Response:

 a. Based
                                         on information from the Sub-Adviser, the Subsidiary is not investing in other assets
                                         that are primarily controlled by the Fund.

 b. The
                                         Registrant confirms that the Fund complies with the provisions of the Investment Company
                                         Act governing capital structure and leverage (Section 18) on an aggregate basis with
                                         the Subsidiary.

 c. The
                                         Registrant confirms that the Fund complies with the provisions of the Investment Company
                                         Act governing investment policies (Section 8) on an aggregate basis with the Subsidiary.

 d. The
                                         Registrant confirms that each investment adviser to the Subsidiary complies with the
                                         provisions of the Investment Company Act relating to investment advisory contracts (Section
                                         15) and as an investment adviser to the Fund (Section 2(a)(20).

 e. Based
                                         on input from the Sub-Adviser, the Registrant confirms that the principal investment
                                         strategies and principal risk disclosures of the Fund reflect the aggregate operations
                                         of the Fund and the Subsidiary.

 f. The
                                         Registrant confirms that the financial statements of the Subsidiary are consolidated
                                         with those of the Fund.

 g. The
                                         Registrant confirms that the Subsidiary and its board of directors will agree to inspection
                                         by the Staff of the Subsidiary’s books and records, which will be maintained in
                                         accordance with Section 31 under the Investment Company Act and the rules and regulations
                                         thereunder.

 h. With
                                         respect to the Subsidiary’s management fee, the Registrant notes that, pursuant
                                         to the investment advisory agreement between the Trust, on behalf of the Fund, and the
                                         Adviser (the “Advisory Agreement”), the Fund pays a management fee to the
                                         Adviser in an amount equal to 0.85% of the Fund’s daily net assets, less any amounts
                                         payable for advisory services over the corresponding period, to the adviser by the Subsidiary.
                                         For that reason, the Subsidiary’s management fee is not included as a separate
                                         line item in the Fund’s fees and expenses table. Additionally, the Subsidiary does
                                         not have a performance fee. With respect to the Subsidiary’s expenses, the Registrant
                                         notes that the expenses of the Subsidiary are consolidated with those of the Fund, but
                                         these expenses will not be included in the acquired fund fees and expense line item or
                                         as a separate line item.

U.S. Securities and Exchange Commission

Division of Investment Management

July 5, 2024

Page 4

 i. The
                                         Registrant confirms that the Subsidiary and its board of directors will agree to designate
                                         an agent for the service of process in the United States.

 3. Staff
                                         Comment: Please supplementally explain whether the Fund’s fees and expenses
                                         table will reflect the waiver of management fees related to the subsidiary.

Registrant’s
Response: As described in response to Staff Comment 22, the management fee payable by the Fund to the Adviser is equal
to 0.85%, less amounts paid to the Adviser for advisory services provided to the Subsidiary. Accordingly, while the Fund’s
fees and expenses table will reflect the waiver of management fees, there is not a separate line item in the fees and expenses
table related to such waiver; however, Registrant notes that the waiver is described in footnote 1 to the fees and expenses table.

 4. Staff
                                         Comment: In footnote 1 to the fees and expenses table, disclose that the waiver
                                         agreement may be terminated only by the Board of Trustees during the one-year period
                                         after the effective date of the post-effective amendment to the registration statement.

Registrant’s
Response: Comment complied with. The final sentence in the footnote has been revised as follows:

“These
waivers may not be terminated prior to February 28, 2026 without the approval by the Board of the Fund.”

 5. Staff
                                         Comment: The “Principal Investment Strategies of the Fund” section
                                         of the Prospectus refers to the Fund’s investment in “equity securities of
                                         natural resource companies.” Please explain how the Fund defines “natural
                                         resource companies.”

Registrant’s
Response: Registrant notes that the Fund’s investments in “equity securities of natural resource companies”
are defined as “Commodity Equity Investments” in the discussion of the Fund’s principal investment strategies,
and the following language further defining such investments (as revised) is included in the discussion of the Fund’s principal
investment strategies:

“With
respect to the Commodity Equity Investments portion of its portfolio, the Fund seeks to invest, primarily through underlying ETFs,
in a global universe of listed companies engaged in the production and distribution of commodities and commodity-related products
and services in the energy, agriculture, base metals and minerals, and precious metals and minerals.”

Accordingly,
additional disclosure has not been added to the discussion of the Fund’s principal investment strategies.

 6. Staff
                                         Comment: The first paragraph in the “Principal Investment Strategies of
                                         the Fund” section of the Prospectus defines “Commodities Investments”
                                         to include commodity futures-linked derivative instruments, while the first bullet point
                                         in the same section states that Commodities Investments are “investments in commodity
                                         futures contracts, commodity swaps, options on commodity futures, commodity-linked notes
                                         and may at times include direct or indirect investments in physical commodities.”
                                         Please reconcile these two definitions.

U.S. Securities and Exchange Commission

Division of Investment Management

July 5, 2024

Page 5

Registrant’s
Response: The relevant portion of the discussion of the Fund’s principal investment strategies has been revised
as follows:

“The
Fund seeks to achieve its investment objective by investing, under normal circumstances, directly or indirectly in a combination
of equity securities of natural resource companies, otherwise described in this Prospectus as commodity-related equity securities
(“Commodity Equity Investments”) and commodity futures-linked derivative instruments (described more fully below
and referred to in this prospectus as “Commodity Investments”) and thereby obtaining exposure to the commodity
markets. CompleteCommodities®, as developed by CoreCommodity Management, LLC (the “Sub-Adviser”), is an investment
approach that actively combines Commodity Investments and Commodity Equity Investments.

○ Commodity
Investments are investments in commodity futures contracts, commodity swaps, and options on commodity futures,
commodity-linked notes and may at times include direct or indirect investments in physical commodities.”

 7. Staff
                                         Comment: The “Principal Investment Strategies of the Fund” section
                                         of the Prospectus includes a discussion of various types of derivative instruments. Please
                                         describe the purposes of the Fund’s use of derivatives (for example, for investment
                                         purposes, hedging, or as a substitute for investing in traditional securities), and the
                                         extent to which the Fund is expected to use derivatives.

Registrant’s
Response: Based on information from the Sub-Adviser, the Fund will use derivatives for investment purposes (to gain exposure
to the Commodities Investments), primarily indirectly through the Subsidiary. Registrant notes that, as detailed in response to
Staff Comment 13, the revised discussion of the Fund’s principal investment strategies includes the below language. Registrant
believes the below discussion covers the extent to which the Fund’s portfolio may be invested in derivatives (in the Sub-Adviser’s
discretion and generally at least 20% of the Fund’s portfolio).

“The
Sub-Adviser will use its discretion to determine the percentage of the Fund’s assets allocated to each of the Commodity
Equity Investments and Commodity Investments portions of the Fund’s portfolio based on a determination of the relative
value of the commodity futures versus commodity-related equity markets. Generally, at least 20% of the Fund’s investments,
either directly or indirectly through the Subsidiary, will be allocated to each respective portion of the portfolio; provided,
however, that at times the Sub-Adviser may choose to lower this minimum exposure level and give greater emphasis to Commodity
Equity Investments or Commodity Investments, as the case may be, based on market events, absolute and relative such as significant
market movements, and significant economic events, and trends.”

U.S. Securities and Exchange Commission

Division of Investment Management

July 5, 2024

Page 6

 8. Staff
                                         Comment: Please explain supplementally how the