EXHIBIT 99.(h)(3)
ADMINISTRATION AGREEMENT
As of _____________
ALPS Mutual Funds Services, Inc.
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Financial Investors Trust, a Delaware business trust (the "Trust"), and
ALPS Mutual Funds Services, Inc. ("ALPS") agree as follows:
The Trust desires to employ the capital of its American Freedom U.S.
Government Money Market Fund (the "Fund") by investing and reinvesting the same
in investments of the type and in accordance with the limitations specified in
its Prospectus and Statement of Additional Information as from time to time in
effect, copies of which have been or will be submitted to ALPS, and resolutions
of the Trust's Board of Directors. The Trust desires to employ ALPS as its
administrator for the Fund.
1. DUTIES OF THE ADMINISTRATOR
ALPS agrees to provide the Trust, on behalf of the Fund, the services
listed in Appendix A attached hereto.
2. FEES; DELEGATION; EXPENSES
For the services provided to the Trust, on behalf of the Fund, pursuant to
this Agreement, the Fund shall pay ALPS the fees listed in Appendix B attached
hereto.
ALPS will from time to time employ or associate itself with such person or
persons or organizations as ALPS may believe to be desirable in the performance
of its duties. Such person or persons may be officers and employees who are
employed by both ALPS and the Trust. The compensation of such person or persons
or organizations shall be paid by ALPS and no obligation shall be incurred on
behalf of the Trust in such respect.
ALPS will bear all expenses in connection with the performance of its
services under this Agreement and all related agreements, except as otherwise
provided herein. ALPS will not bear any of the costs of Trust personnel. Other
expenses incurred shall be borne by the Trust or the Trust's adviser, including,
but not limited to custodial expenses; taxes; interest; Trustees' fees;
brokerage fees and commissions; state and federal registration fees; advisory
fees; insurance premiums; fidelity bond premiums; Trust and advisory related
legal expenses; costs of maintenance of Trust existence; printing and delivery
of materials in connection with meetings of the Trustees; printing and mailing
shareholder reports, prospectuses, statements of additional
information, supplements, and proxy materials; securities pricing; and expenses
in connection with electronic filings with the Securities and Exchange
Commission (the "SEC").
3. PROPRIETARY AND CONFIDENTIAL INFORMATION
ALPS agrees on behalf of itself and its officers, directors, employees and
ALPS, to treat confidentially and as proprietary information of the Trust all
records and other information relative to the Trust and its shareholders and not
to use such records and information for any purpose other than performance of
its responsibilities and duties hereunder, except after prior notification to
and approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where ALPS may be exposed to civil, regulatory
or criminal proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the Trust.
4. LIMITATION OF LIABILITY
ALPS shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Trust in connection with the matters to which this
Agreement relates, except for a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
5. TERM
This Agreement shall become effective as of _________, 2003, and, unless
sooner terminated as provided herein, shall continue until ___________, 200__,
(the "Initial Term"). During the Initial Term, this Agreement may be terminated,
without penalty, solely by agreement of the parties on not less than sixty days
written notice. After the Initial Term, this Agreement may be terminated without
cause and without penalty by the Trust or by ALPS, on not less than ninety days
written notice to the other party. The Trust may immediately terminate this
Agreement for cause as defined below.
Termination for "cause" shall mean:
(i) willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of ALPS with respect to its obligations and duties
hereunder;
(ii) regulatory, administrative, or judicial proceedings against ALPS
which result in a determination that it has violated any rule, regulation,
order, or law and which in the reasonable judgment of the Trustees,
including a majority of the Trustees who are not interested persons (as
defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, substantially
impairs the performances of ALPS' obligations and duties hereunder;
(iii) financial difficulties on the part of ALPS which are evidenced
by the authorization or commencement of, or involvement by way of pleading,
answer, consent,
or acquiescence in, a voluntary or involuntary case under Title 11 of the
United States Code, as from time to time in effect, or any applicable law
other than said Title 11, of any jurisdiction relating to the liquidation
or reorganization of debtors or to the modification or alteration of the
rights of creditors.
6. REPRESENTATIONS AND WARRANTIES OF ALPS. ALPS represents and warrants to the
Trust that:
(a) It is duly organized and existing as a corporation and in good
standing under the laws of the State of Colorado.
(b) It is empowered under applicable laws and by its Articles of
Incorporation and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
(d) It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement in accordance with industry standards.
REPRESENTATIONS AND WARRANTIES OF THE TRUST. The Trust represents and
warrants to ALPS that:
(a) It is an open-end investment company duly organized and existing under
the laws of the state of Delaware.
(b) It is empowered under applicable laws and by its Declaration of Trust
and By-laws to enter into and perform this Agreement.
(c) The Board of Trustees has duly authorized it to enter into and perform
this Agreement.
7. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Colorado to
the extent federal law does not govern.
8. COUNTERPARTS. This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
9. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding among the parties and supersedes all prior agreements and
understandings relating to the subject
matter hereof, provided that ALPS may embody in one or more separate documents
its agreement, if any, with respect to delegated duties and oral instructions.
10. AMENDMENTS TO THIS AGREEMENT. This Agreement may only be amended by the
parties in writing.
11. NOTICES. All notices and other communications hereunder shall be in
writing, shall be deemed to have been given when received or when sent by telex
or facsimile, and shall be given to the following addresses (or such other
addresses as to which notice is given):
To ALPS:
ALPS Mutual Funds Services, Inc.
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Attn: General Counsel
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To the Fund:
Financial Investors Trust
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Attn: Secretary
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12. OTHER PROVISIONS
The Trust recognizes that from time to time directors, officers and
employees of ALPS may serve as directors, officers and employees of other
corporations or businesses (including other investment companies) and that such
other corporations and funds may include ALPS as part of their name and that
ALPS or its affiliates may enter into administration or other agreements with
such other corporations and funds.
ALPS further acknowledges and agrees that the liabilities, obligations and
expenses incurred hereunder with respect to a particular Trust shall be
enforceable against the assets and property of such Trust only, and not against
the assets or property of any other Trust or any other series of the Trust.
If the Trust establishes one or more additional series with respect to
which it wishes to retain ALPS to serve as administrator hereunder, it will
notify ALPS in writing. If ALPS is willing to render such services under this
Agreement, it will so notify the Trust in writing, whereupon such series will
become a "Fund" as defined hereunder and will be subject to the provisions of
this Agreement to the same extent as the Fund is named above, except to the
extent
that such provisions are modified with respect to such new Fund in writing by
the Trust and ALPS.
If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.
Accepted:
ALPS MUTUAL FUNDS SERVICES, INC.
By:
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Name:
Title:
FINANCIAL INVESTORS TRUST
By:
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Name:
Title:
Appendix A
DUTIES OF ADMINISTRATOR
- On a monthly basis, assist the Trust in monitoring the Fund's compliance
with:
(i) the investment restrictions described in the Fund's
registration statement
(ii) SEC diversification requirements, as applicable
(iii) its status as a regulated investment company under Sub-chapter
M of the Internal Revenue Code of 1986, as amended
- Coordinate the preparation and filing with the SEC on behalf of the Fund:
(i) Registration Statements on Form N-1A and supplements thereto
(ii) Form N-SAR
(iii) Form N-CSR
(iv) Form 24f-2
(v) Shareholder reports pursuant to Rule 30(b)2
(vi) Fidelity bond pursuant to Rule 17g-1
ALPS shall not be responsible for the accuracy or adequacy of any
information contained in the documents listed in subsections (i) through
(vi) above, to the extent such information is provided to ALPS by the
Trust, other service providers to the Trust, or any other third party.
- Administer the Trust's Code of Ethics (including review of securities
transaction reports from the Trust's Independent Trustees) and generally
assist in monitoring compliance with such Code of Ethics, as contemplated
under Rule 17j-1 of the 1940 Act. The Trust shall provide ALPS with a list
of Access Persons of the Trust, who will be subject to the reporting
requirements of Rule 17j-1 of the 1940 Act, and shall update such list as
necessary. Access Persons of the Trust's investment adviser and distributor
shall be responsible for reporting under the investment adviser's and
distributor's Code of Ethics, respectively, and not the Trust's Code of
Ethics.
- Provide assistance to the Trust related to quarterly Board of Trustees
meetings including:
(i) Prepare and distribute draft of meeting minutes
(ii) Prepare and distribute draft of meeting agenda
(iii) Prepare board reports regarding services provided by ALPS, as
requested by the Trust
(iv) Coordinate compilation, printing and distribution of board
materials
ALPS shall not be responsible for the accuracy or adequacy of any
information provided to ALPS from the Trust, other service providers to the
Trust, or any other third party for inclusion in the Board books.
- Assist the Trust with placement of fidelity bond and errors and omissions
insurance policies
- Prepare the Trust's semi-annual financial statements including schedules of
investments and the related statements of operations, assets and
liabilities and, changes in net assets, as well as the financial highlights
and footnotes to the financial statements.
- Provide facilities, information and personnel, as necessary, to accommodate
annual audits with the Trust's independent accountants, or examinations
conducted by the Securities and Exchange Commission.
- Monitor the Trust's expense accruals by establishing expense budgets and
comparing expense accruals on a periodic basis to actual expenses paid.
- Report performance and other portfolio information to outside reporting
agencies as directed by the Trust.
- Calculate monthly performance including total return and SEC yield
calculations.
- Calculate dividends in accordance with the policies detailed in the Trust's
registration statement.
- Provide tax services to the Trust including:
(i) Prepare and file Federal tax returns on Form 1120-RIC
(ii) Prepare and file necessary state tax returns
(iii) Prepare and file Federal Excise tax return on Form 8613
(iv) Calculate year-end capital gain distributions
(v) Prepare and file required 1099-MISC, as required
(vi) Provide financial information for year-end tax-letter sent to
shareholders
- Perform fund accounting services as outlined in the Fund Accounting
Agreement between ALPS and the Trust.
- Perform blue sky registration services as outlined in the Blue Sky Services
Agreement between ALPS and the Trust.
- Perform transfer agency services as outlined in the Transfer Agency
Agreement between ALPS and the Trust.
Appendix B
FEES
Fees paid to ALPS shall be calculated daily and payable monthly by the Portfolio
at the annual rate of:
The greater of $360,000 or 16 basis points (0.16%) on the first $500 million of
average daily net assets, 14 basis points (0.14%) on average daily net assets in
excess of $500 million, but not exceeding $1 billion, and 12 basis points
(0.12%) on average daily net assets in excess of $1 billion.
