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Financial
Investors Trust

1290
Broadway, Suite 1000

Denver,
Colorado 80203

January
21, 2025

VIA
EDGAR

Chad
D. Eskildsen

Staff
Accountant

Division
of Investment Management

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

 Re: Financial
                                         Investors Trust (the “Trust” or the “Registrant”)

    File
Nos. 33-72424, 811-8194

Dear
Mr. Eskildsen:

On
behalf of the Registrant, set forth below are the Registrant’s responses to certain oral comments received from the staff
of the Division of Investment Management (the “Staff”) on March 6, 2024, and to the follow up written comments received
on May 7, 2024, August 21, 2024, and January 8, 2025, relating to the annual reports dated April 30, 2023 for those series of
the Trust with a fiscal year end of April 30, and related materials filed with the SEC.

Set
forth in the numbered paragraphs below are the Staff’s oral comments provided March 6, accompanied by the Registrant’s
response to each comment, followed the Staff’s May 7 and August 21 written follow up comments, again accompanied by the
Registrant’s response to each comment.

March
6, 2024 Staff Comments and Registrant Responses:

 1. Staff
Comment:

The
Staff directs your attention to the responses to Item C.4 in the Form N-CEN filed by the Registrant for the period ending April
30, 2023. In this response, each series of the Trust advised by Grandeur Peak Global Advisors, LLC (collectively, the “Grandeur
Peak Funds”), has indicated that it seeks to operate as a “non-diversified company” as such term is defined
in Section 5(b)(2) of the Investment Company Act of 1940, with the exception of the Grandeur Peak US Stalwarts Fund that checked
“diversified” in response to Item C.4. The Staff relatedly directs your attention to the Grandeur Peak Funds’
Statement of Additional Information (“SAI”) dated August 31, 2023 which states that each Grandeur Peak Fund is classified
as “diversified”, except for the Grandeur Peak Global Explorer Fund, which is classified as “non-diversified.”
Please review these disclosures for the apparent inconsistencies, and please seek to ensure that such disclosures are accurate
in future Form N-CEN filings and the affected Funds’ SAI.

U.S.
Securities and Exchange Commission

Division
of Investment Management

January
21, 2025

Page
2

Registrant’s
Response:

Registrant
notes that the Grandeur Peak Funds were reorganized out of the Trust in October 2023, but Registrant confirms that it will seek
to avoid similar instances in the future for the other series of the Registrant.

 2. Staff
                                         Comment: With respect to the Vulcan Value Partners Fund (“VVP”) and
                                         the Vulcan Value Partners Small Cap Fund (“VVSC”, and each of VVP and VVSC
                                         are referred to as a "Vulcan Fund" and collectively, the “Vulcan Funds”),
                                         the Staff notes that the Institutional Class of the Vulcan Funds may not be allocated
                                         their share of common fund expenses and advisory fees as required by Rule 18f-3(a)(1)
                                         under the 1940 Act. See also, SEC.gov | Differential Advisory Fee Waivers (the “Staff
                                         Bulletin”).

Registrant’s
Response: See the responses to the Staff’s May 7, 2024, Follow Up Comments, Nos. 1, 2, 3 and 4 below.

May
7, 2024, Staff Follow Up Comments and Registrant Responses:

 1. Staff
                                         Comment: Please provide an analysis of whether the fee waiver complies with Rule
                                         18f-3, including whether the fee waiver results in a different advisory fee being charged
                                         to different share classes of the same fund. Your analysis should address any relevant
                                         Commission or staff statements with respect to Rule 18f-3, including the principles outlined
                                         in the 2023 Staff [Bulletin]. Specifically, please explain how the Investor Class is
                                         not cross-subsidizing the advisory fee, given that after application of the fee waiver,
                                         the Institutional Class for both funds is paying total expenses that are less than the
                                         advisory fee. Additionally, explain whether the management fee includes any component
                                         other than the advisory fee (e.g., if a non-advisory fee component of the management
                                         fee is waived leaving the advisory fee component of the management fee the same across
                                         classes). Discuss in detail if the Board has considered whether the fee waiver presents
                                         a means for cross-subsidization, describe the steps the Board is taking to monitor such
                                         waiver to guard against cross-subsidization and the effectiveness of such steps, and/or
                                         whether alternative fee arrangements may be appropriate.  Please provide responses
                                         to this question with respect to when the Board originally approved the fee waiver, and
                                         the Board’s actions thereafter.

U.S.
Securities and Exchange Commission

Division
of Investment Management

January
21, 2025

Page
3

Registrant’s
Response:

Rule
18f-3. When Rule 18f-3 was adopted in 1995, the Commission stated that the Rule was intended to supplant the need for the
roughly 200 exemptive orders from the restrictions on the issuance of senior class securities in Section 18 of the Investment
Company Act of 1940 (the “1940 Act”) that had been issued in the preceding ten years. The Commission noted that the
multiple classes of funds permitted by the new rule may increase investor choice, result in efficiencies in the distribution of
fund shares, and allow fund sponsors to tailor products more closely to different investor markets.1

By
its terms, Rule 18f-3(a)(1) provides that each class of multiple class open end investment companies relying on the Rule (i) shall
pay its own shareholder services or distribution expenses, (ii) may pay a different share of other expenses, except advisory or
custodial fees, if the expenses are actually incurred in a different amount or if the class receives services of a different kind
of degree; and (iii) may pay a different advisory fee than other classes if a single performance fee formula applied to all classes
results in a different fee.

Rule
18f-3(c)(1) permits five different alternative methods for the allocation of Fundwide Expenses2:

(i) To
each class based on the net assets of that class in relation to the net assets of the company (“relative
net assets”);

(ii) To
each class based on the Simultaneous Equations Method;

(iii) To
each class based on the Settled Shares Method, provided that the company is a Daily Dividend Fund *
* *;

(iv) To
each share without regard to class, provided that the company is a Daily Dividend Fund *
* *; or

(v) To
each class based on any other appropriate method, provided that a majority of the directors
of the company, and a majority of the directors who are not interested persons of the company, determine
that the method is fair to the shareholders of each class and that the annualized rate of return of each class will generally
differ from that of the other classes only by the expense differentials among the classes.

 1 The
Commission further stated, “Fund sponsors assert that multiple classes may enable funds to attract larger asset bases, permitting
them to spread fixed costs over more shares, qualify for discounts in advisory fees (“breakpoints''), and otherwise experience
economies of scale, resulting in lower fees and expenses. They also state that multiple classes avoid the need to create ”clone''
funds, which require duplicative portfolio and fund management expenses. Furthermore, fund sponsors state that a larger asset
base permits greater portfolio liquidity and diversification.” Exemption for Open-End Management Investment Companies
Issuing Multiple Classes of Shares; Disclosure by Multiple Class and Master- Feeder Funds; Class Voting on Distribution
Plans, Investment Company Act Release No. 20915 (Feb. 23, 1995) (hereinafter, the “Adopting Release”)

 2 Fundwide Expenses means expenses not allocated to a particular
class per paragraph (a)(1) of the Rule.

U.S.
Securities and Exchange Commission

Division
of Investment Management

January
21, 2025

Page
4

Differential
Expense Waivers under Rule 18f-3. Rule 18f-3(b) provides that expenses may be waived or reimbursed by the company's adviser,
underwriter, or any other provider of services to the company. There is no prohibition of differential waivers of expenses, including
advisory fees, for different classes in the text of the Rule. In fact, such a prohibition was considered in an earlier proposed
version of Rule 18f-3 but was deleted in the final version of the Rule. 3 The Adopting Release explained the change
as follows:

As
adopted, rule 18f-3(b) expressly allows a fund’s underwriter, adviser, or other provider of services to waive or reimburse
the expenses of a specific class or classes. The proposal would have permitted only waivers or reimbursements by the fund’s
adviser or underwriter of class expenses, and would not have permitted waivers or reimbursements for specific classes of fund
expenses, such as advisory fees. Despite the prohibition on differential waivers of fund expenses, fund sponsors could
have achieved the same result indirectly by waiving or reimbursing class expenses. Therefore, the Commission is deleting the restrictions
on waivers in the final rule. This modification is not intended to allow reimbursements or waivers to become de facto modifications
of the fees provided for in advisory or other contracts so as to provide a means for cross-subsidization between classes.
Consistent with its oversight of the class system and its independent fiduciary obligations to each class, the board must monitor
the use of waivers or reimbursements to guard against cross-subsidization between classes.

Of
course, the potentially divergent interpretations of the language of the Rule, the Adopting Release and the American Century
no-action letter under Section 15(c) of the 1940 Act4 with respect to differential waivers of class expenses
seem like the raison d’etre of the Staff Bulletin—i.e., to definitively express the Staff’s interpretation
of these authorities (all of which are cited in the Staff Bulletin). It was presumably the very ambiguity of the various cited
references that led to the Staff’s decision to issue the Staff Bulletin in February of last year.5 Various
authorities published before the issuance of the Staff Bulletin confirm that there were significantly varying interpretations
of Rule 18f-3 as applied to differential waivers expressed as recently as 2022.6

Vulcan
Funds’ Creation of Separate Classes. On December 11, 2018, the Board of Trustees of the Vulcan Funds authorized the
creation of an Institutional Class of shares for each of the Vulcan Funds. The Institutional Classes were subsequently launched
on April 23, 2019. When Vulcan Value Partners, LLC (the “Adviser”) proposed the Institutional Classes to the Board
at its December 2018 meeting, it was described as an effort to give current and future shareholder in the Vulcan Funds the additional
choice of a new share class with a lower cost structure. Like institutional classes of other funds, the new class would be available
to new and current shareholders of the Vulcan Funds who met the investment minimums for the class. The Adviser told the Board
that the purpose of the new class offering was to provide another investment option for existing separately managed account shareholders.

 3 The Commission eliminated the proposed restrictions on
differential waivers in the final rule by deleting the word “class” in order to allow waivers or reimbursements for
specific types of fund expenses, so long as such waivers did not provide a means for cross-subsidization between classes.

 4 American Century
Investment Management, Inc., SEC No-Action Letter (Dec. 20, 2016).

 5 The different interpretations of the Rule may be related
to the fact that, prior to its adoption, some of the exemptive orders issued by the Commission had as many as 20 different conditions
to issuing share classes.

 6 See, e.g., SEC Correspondence of Carillon Series Trust
(May 23, 2022).

U.S.
Securities and Exchange Commission

Division
of Investment Management

January
21, 2025

Page
5

When
the Institutional Classes for the Vulcan Funds were launched in 2019, in order to ensure that the Institutional Classes would
be and remain a lower cost option for larger investors, the Adviser proposed, and the Trustees approved, an increase in the amount
of the total expenses that the Adviser would waive or reimburse for the new Institutional Classes via the Expense Limitation Agreement
between the Adviser and the Trust for both Vulcan Funds (the “ELA”).7 The expense waiver was left unchanged
for existing investors in the longstanding Investor Class who did not move to the Institutional Class.8 Accordingly,
it was understood that, while Institutional Class investors would benefit from the Adviser’s business decision to offer
a larger waiver for that class, the new benefit would not come at the expense of Investor Class shareholders.

While
the additional investment option could have been achieved through the launch of “clone” funds, the use of clone funds
could have prevented existing Vulcan Fund shareholders from benefiting from additional economies of scale associated with asset
growth. Moreover, to the extent existing shareholders moved their investments from the Vulcan Funds to the clone funds, it could
have cannibalized the Vulcan Funds, reducing their size and spreading their expenses over a significantly smaller asset base,
to the detriment of remaining shareholders. The intention was to provide larger shareholders (>$ 1 million for VVP and >$10
million for VVSC at that time) with the benefit of the lower expenses, such as intermediary fees, that were anticipated to be
incurred by each Vulcan Fund in providing services to a class comprised entirely of large shareholders, as opposed to the higher
corresponding expenses that would be incurred for a class comprised entirely of smaller shareholders.9 According
to the market survey conducted by the Adviser at the time, a number of other similar funds already offered similar Institutional
Classes with a lower cost structure and net expense ratio. The Adviser believed that forming the Institutional Classes with a
competitive expense ratio would present opportunities for asset growth. Such asset growth could result in the sharing of Vulcan
Fund expenses across a larger asset base, thereby benefiting all shareholders.

 7 At the time, the Investor Class for VVP was not in waivers
at all so the proposed increase in the waivers for the Institutional Classes was an entirely newfound benefit to the Fund and
its shareholders.

 8 In the initial ELA for the Institutional Class of VVSC,
the cap for expenses paid by the Institutional Class was set at 1.0%, while the retail Investor Class remained at 1.25%. The cap
for expenses for the Institutional Class of VVP was set at 0.85% while the Investor Class remained unchanged at 1.25%.

 9 A VVP Investor Class shareholder could have as little as
$500 while the VVSC Investor Class required a $5,000 minimum purchase.

U.S.
Securities and Exchange Commis