Exhibit (g)(3)
ASSUMPTION AGREEMENT
AGREEMENT, made as of April 2, 2001 among ALPS Mutual Funds Services, Inc.
("AMFSI"), a Colorado corporation, ALPS Distributors Inc., formerly known as
ALPS Mutual Funds Services, Inc. ("ADI"), a Colorado corporation, (both of which
are wholly-owned subsidiaries of ALPS Financial Services, Inc. ("AFSI")), a
Colorado corporation, Denver Investment Advisors, LLC ("DIA"), a Colorado
limited liability company, and Blue Chip Value Fund, Inc. (the "Fund") a
Maryland corporation.
WHEREAS, the Fund is a diversified closed-end management investment company
registered with the United States Securities and Exchange Commission;
WHEREAS, ADI (operating under its former name "ALPS Mutual Funds Services,
Inc.") has been previously appointed as co-administrator to the Fund pursuant to
the Administrative Service Agreement among it, DIA and the Fund dated as of
September 1, 1999 (the "Administrative Agreement").
WHEREAS, AMFSI, ADI, DIA, and the Fund desire to have AMFSI be the named
co-administrator to the Fund pursuant to the Administrative Agreement; and
WHEREAS, AMFSI, ADI, DIA, and the Fund desire to have AMFSI assume the
obligations of ADI under the Administrative Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
1. AMFSI hereby assumes all rights and obligations of ADI under the
Administrative Agreement.
2. ADI and AMFSI hereby represent that (i) the management personnel of
ADI responsible for providing services to the Fund under the Administrative
Agreement, including the supervisory personnel, are employees of AMFSI where
they continue to provide such services to the Fund, and (ii) both ADI and AMFSI
are wholly owned subsidiaries of AFSI which is owned by the same owners and in
the same percentage as those who owned ADI prior to the effectiveness of this
Assumption.
3. AFSI, ADI, AMFSI and ALPS Advisors, Inc. have entered into an
Expense Sharing Agreement in the form attached hereto as Exhibit A.
4. ADI, AMFSI, DIA, and the Fund hereby agree that this Assumption
Agreement shall be attached to and made a part of the Administrative Agreement.
5. No change, modification or waiver of any term of this Agreement
shall be valid unless it is in writing and signed by all parties hereto.
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6. The Agreement shall be governed by, and construed and enforced in
accordance with the laws of the State of Colorado.
7. This Agreement constitutes the entire agreement between the parties
and supersedes all prior agreements or understandings between the parties with
respect to the subject matter herein contained.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Attest: ALPS MUTUAL FUNDS SERVICES, INC.
By: /s/ Xxxxxx X Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
ALPS DISTRIBUTORS, INC. (formerly known
as ALPS Mutual Funds Services, Inc.
By: /s/ Xxxxxx Xxx
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Name: Xxxxxx Xxx
Title: Vice President
DENVER INVESTMENT ADVISORS LLC
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Executive Manager
BLUE CHIP VALUE FUND, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Treasurer
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