Exhibit 5.2
ADMINISTRATION AGREEMENT
Acorn Investment Trust, a Massachusetts business trust registered under the
Investment Company Act of 1940 (the "1940 Act") as an open-end diversified
management investment company ("Acorn"), on its own behalf and on behalf of each
of the Funds listed on Schedule A, as such Schedule shall be amended from time
to time (each, a "Fund," together, the "Funds"), and Xxxxxx Asset Management,
L.P., a Delaware limited partnership ("WAM"), agree that:
1. Appointment and Acceptance. Acorn hereby appoints WAM to act as
Administrator of the Funds, subject to the supervision and direction of the
Board of Trustees of Acorn (the "Board"), as hereinafter set forth. WAM hereby
accepts such appointment and agrees to furnish or cause to be furnished the
services contemplated by this Agreement.
2. Duties of WAM.
(a) WAM shall perform or arrange for the performance of the following
administrative and clerical services:
1) maintain and preserve the books and records, including financial and
corporate records, of Acorn as required by law or otherwise for the
proper operation of Acorn;
2) supervise the preparation and, subject to approval by Acorn, filing of
registration statements and amendments thereto, notices, reports, tax
returns and other documents required by U.S. Federal, state and other
applicable laws and regulations (other than state "blue sky" laws),
including proxy materials and periodic reports to Fund shareholders;
3) oversee the preparation and filing of registration statements, notices,
reports and other documents required by state "blue sky" laws, and
oversee the monitoring of sales of shares of the Funds for compliance
with state securities laws;
4) calculate and publish the net asset value of each Fund's shares,
including provision of and payment for any third party pricing
services;
5) calculate dividends and distributions and performance data for each
Fund, and prepare other financial information regarding Acorn;
6) oversee and assist in the coordination of, and, as the Board may
reasonably request or deem appropriate, make reports and
recommendations to the Board on, the performance of administrative and
professional services rendered to the Funds by others, including the
custodian, registrar, transfer agent and dividend disbursing agent,
shareholder servicing agents, accountants, attorneys, underwriters,
brokers and
dealers, corporate fiduciaries, insurers, banks and such other persons
in any such other capacity deemed to be necessary or desirable;
7) furnish corporate secretarial services to Acorn, including, without
limitation, preparation or supervision of the preparation by Acorn's
counsel, of materials necessary in connection with meetings of the
Board, including minutes, notices of meetings, agendas and other Board
materials;
8) provide Acorn with the services of an adequate number of persons
competent to perform the administrative and clerical functions
described herein;
9) provide Acorn with administrative office and data processing
facilities;
10) arrange for payment of each Fund's expenses;
11) provide routine accounting services to the Funds, and consult with
Acorn's officers, independent accountants, legal counsel, custodian,
and transfer and dividend disbursing agent in establishing the
accounting policies of Acorn;
12) prepare such financial information and reports as may be required by
any banks from which Acorn borrows funds;
13) develop and implement procedures to monitor each Fund's compliance with
regulatory requirements and with each Fund's investment policies and
restrictions as set forth in each Fund's currently effective Prospectus
and Statement of Additional Information filed under the Securities Act
of 1933, as amended;
14) provide for the services of principals and employees of WAM who may be
appointed as officers of Acorn, including the President, Vice
Presidents, Treasurer, Secretary and one or more assistant officers;
15) provide services to shareholders of the Funds, including responding to
shareholder inquiries regarding, among other things, share prices,
account balances, dividend amounts and payment dates, and changes in
account registrations or options, to the extent not provided by a
Fund's transfer agent; and
16) provide such assistance to the Investment Adviser, the custodian, other
Trust service providers and Acorn's counsel and auditors as generally
may be required to carry on properly the business and operations of
Acorn.
Acorn agrees to deliver, or cause to be delivered, to WAM, on a timely
basis, such information as may be necessary or appropriate for WAM's performance
of its duties and responsibilities hereunder, including but not limited to,
shareholder reports, records of transactions, valuations of investments and
records of expenses borne by each Fund, and WAM shall be entitled to rely on the
accuracy and completeness of such information in performing its duties
hereunder.
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(b) In providing for any or all of the services listed in section 2(a)
hereof, and in satisfaction of its obligations to provide such services, WAM may
enter into agreements with one or more other persons to provide such services to
Acorn, provided that any such agreement shall have been approved by the Board,
and provided further that WAM shall be as fully responsible to Acorn and the
Funds for the acts and omissions of any such service providers as it would be
for its own acts or omissions hereunder.
(c) All activities of WAM shall be conducted in accordance with Acorn's
agreement and declaration of trust, bylaws and registration statement, under the
supervision and direction of the Board, and in conformity with the 1940 Act and
other applicable federal and state laws and regulations.
3. Expenses of WAM. WAM assumes the expenses of and shall pay for
maintaining the staff and personnel necessary to perform its obligations under
this agreement, and shall at its own expense provide office space, facilities,
equipment and the necessary personnel which it is obligated to provide under
section 2(a) hereof, except that Acorn shall pay the fees and expenses of its
legal counsel, auditors and any blue sky service providers. In addition, WAM
shall be responsible for the payment of any persons engaged pursuant to section
2(b) hereof. Acorn shall assume and pay or cause to be paid all other expenses
of the Funds.
4. Compensation of WAM. For the services provided to Acorn and each Fund
by WAM pursuant to this Agreement, each Fund shall pay WAM for its services, a
fee accrued daily and paid monthly at the annual rate of 0.05% of such Fund's
average daily net assets.
5. Limitation of Liability of WAM. WAM shall not be liable to Acorn or
any Fund for any error of judgment or mistake of law or for any loss arising out
of any act or omission by WAM, including officers, agents and employees of WAM
and its affiliates, or any persons engaged pursuant to section 2(b) hereof, in
the performance of its duties hereunder, except by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties, or
reckless disregard of its obligations and duties hereunder.
6. Activities of WAM. The services of WAM under this Agreement are not
exclusive, and WAM and its affiliates shall be free to render similar services
to others and services to Acorn in other capacities.
7. Duration and Termination of this Agreement.
(a) This Agreement shall become effective on January 1, 1998 and shall
continue in effect with respect to each Fund until June 30, 1999, and thereafter
from year to year so long as such continuation is specifically approved at least
annually by the Board, including a majority of the members of the Board who are
not "interested persons" of Acorn within the meaning of the 1940 Act and who
have no direct or indirect interest in this agreement; provided, however, that
this agreement may be terminated at any time without the payment of any penalty,
on behalf of any or all of the Funds, by Acorn, by the Board or, with respect to
any Fund, by "vote of a majority of the outstanding voting securities" (as
defined in the 0000 Xxx) of that Fund, or by
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WAM, in each case on not less than 60 days' written notice to the other party.
This Agreement shall terminate automatically in the event of its "assignment" as
defined in the 1940 Act.
(b) WAM hereby agrees that the books and records prepared hereunder with
respect to Acorn are the property of Acorn and further agrees that upon the
termination of this agreement or otherwise upon request WAM will surrender
promptly to Acorn copies of the books and records maintained or required to be
maintained hereunder, including in such machine-readable form as agreed upon by
the parties, in accordance with industry practice, where applicable.
8. Amendment. This Agreement may be amended by the parties hereto only if
such amendment is specifically approved by the Board and such amendment is set
forth in a written instrument executed by each of the parties hereto.
9. Governing Law. The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of Illinois as at the time
in effect and the applicable provisions of the 1940 Act. To the extent that the
applicable law of the State of Illinois, or any provisions herein, conflict with
the applicable provisions of the 1940 Act, the latter shall control.
10. Counterparts. This Agreement may be executed by the parties hereto in
counterparts and if so executed, the separate instruments shall constitute one
agreement.
11. Notices. All notices or other communications hereunder to either
party shall be in writing and shall be deemed to be received on the earlier date
of the date actually received or on the fourth day after the postmark if such
notice is mailed first class postage prepaid. Notice shall be addressed:
If to WAM: Xxxxxx Asset Management, L.P.
Attention: Xxxxx Xxxxxx
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Telephone: 000 000-0000
Facsimile: 000 000-0000
If to Acorn: Acorn Investment Trust
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Telephone: 000 000-0000
Facsimile: 000 000-0000
with a copy to:
Xxxx, Xxxx & Xxxxx
Attention: Xxxxx X. Xxxxx
Three First Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
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Telephone: 000 000-0000
Facsimile: 000 000-0000
or at such other address as either party may designate by written notice to
the other. Notice shall also be deemed sufficient if given by telex, telecopier,
telegram or similar means of same day delivery (with a confirming copy by mail
as provided herein).
12. Separate Funds. This Agreement shall be construed to be made by Acorn
as a separate agreement with respect to each Fund, and under no circumstances
shall the rights, obligations or remedies with respect to a particular Fund be
deemed to constitute a right, obligation or remedy applicable to any other Fund.
13. Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes any prior
arrangements, agreements or understandings.
14. Non-Liability of Trustees and Shareholders. All obligation of Acorn
hereunder shall be binding only upon the assets of Acorn (or the appropriate
Fund) and shall not be binding upon any trustee, officer, employee, agent or
shareholder of Acorn. Neither the authorization of any action by the Trustees or
shareholders of Acorn nor the execution of this agreement on behalf of Acorn
shall impose any liability upon any trustee, officer or shareholder of Acorn.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
Dated: January 1, 1998
ACORN INVESTMENT TRUST
By /s/ Xxxxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxxxx X. Xxxxxx,
Senior Vice President and Secretary
XXXXXX ASSET MANAGEMENT, L.P.
By Xxxxxx Asset Management, Ltd.,
Its General Partner
By /s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx, Principal
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SCHEDULE A
to the Administration Agreement
between
Acorn Investment Trust
and
Xxxxxx Asset Management, L.P.
Funds to which the Administration Agreement is Applicable
---------------------------------------------------------
Acorn Fund
Acorn International
Acorn USA
Dated: January 1, 1998
ACORN INVESTMENT TRUST
By /s/ Xxxxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxxxx X. Xxxxxx,
Senior Vice President and Secretary
XXXXXX ASSET MANAGEMENT, L.P.
By Xxxxxx Asset Management, Ltd.,
Its General Partner
By /s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx, Principal
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