Exhibit D.2
ADMINISTRATION AGREEMENT
between
LIBERTY ACORN TRUST
and
LIBERTY XXXXXX ASSET MANAGEMENT, L.P.
Liberty Acorn Trust, a Massachusetts business trust registered under the
Investment Company Act of 1940 (the "1940 Act") as an open-end diversified
management investment company ("Liberty 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 Liberty Xxxxxx
Asset Management, L.P., a Delaware limited partnership ("Liberty WAM"), agree
that:
1. Appointment and Acceptance. Liberty Acorn hereby appoints Liberty WAM
to act as Administrator of the Funds, subject to the supervision and direction
of the Board of Trustees of Liberty Acorn (the "Board"), as hereinafter set
forth. Liberty WAM hereby accepts such appointment and agrees to furnish or
cause to be furnished the services contemplated by this agreement.
2. Duties of Liberty WAM.
(a) Liberty 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 Liberty Acorn as required by law or otherwise
for the proper operation of Liberty Acorn;
2) supervise the preparation and, subject to approval by Liberty 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 Liberty 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 Liberty Acorn, including,
without limitation, preparation or supervision of the preparation by
Liberty 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 Liberty Acorn with the services of an adequate number of
persons competent to perform the administrative and clerical functions
described herein;
9) provide Liberty 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
Liberty Acorn's officers, independent accountants, legal counsel,
custodian, and transfer and dividend disbursing agent in establishing
the accounting policies of Liberty Acorn;
12) prepare such financial information and reports as may be required by
any banks from which Liberty 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 Liberty WAM
who may be appointed as officers of Liberty 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 Liberty Acorn's counsel and auditors
as generally may be required to carry on properly the business and
operations of Liberty Acorn.
Liberty Acorn agrees to deliver, or cause to be delivered, to Liberty WAM,
on a timely basis, such information as may be necessary or appropriate for
Liberty 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
Liberty WAM shall be entitled to rely on the accuracy and completeness of such
information in performing its duties hereunder.
(b) In connection with the services to be provided by Liberty WAM under
this agreement, Liberty WAM may, to the extent it deems appropriate, and subject
to compliance with the requirements of applicable laws and regulations and upon
receipt of approval of the Trustees, make use of (i) its affiliated companies
and their directors, trustees, officers, and employees and (ii) subcontractors
selected by Liberty WAM, provided that Liberty WAM shall supervise and remain
fully responsible for the services of all such third parties in accordance with
and to the extent provided by this agreement. All costs and expenses associated
with services provided by any such third parties shall be borne by Liberty WAM
or such parties.
(c) All activities of Liberty WAM shall be conducted in accordance with
Liberty 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 Liberty WAM. Liberty 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 Liberty Acorn shall pay the fees
and expenses of its legal counsel, auditors and any blue sky service providers.
In addition, Liberty WAM shall be responsible for the payment of any persons
engaged pursuant to section 2(b) hereof. Liberty Acorn shall assume and pay or
cause to be paid all other expenses of the Funds.
4. Compensation of Liberty WAM. For the services provided to Liberty
Acorn and each Fund by Liberty WAM pursuant to this agreement, each Fund shall
pay Liberty 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 Liberty WAM. Liberty WAM shall not be
liable to Liberty 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 Liberty WAM, including
officers, agents and employees of Liberty 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 Liberty WAM. The services of Liberty WAM under this
agreement are not exclusive, and Liberty WAM and its affiliates shall be free to
render similar services to others and services to Liberty Acorn in other
capacities.
7. Duration and Termination of this Agreement.
(a) This agreement shall become effective at the Effective Time as defined
in the Agreement and Plan of Merger among Xxxxxx Asset Management, Ltd., Xxxxxx
Asset Management, L.P. and Liberty Financial Companies, Inc. and WAM Acquisition
L.P. dated as of June 9, 2000 (the "Merger Agreement"). This agreement may be
terminated without penalty by the Board or by Liberty WAM, in each case on 60
days' written notice to the other party.
(b) Liberty WAM hereby agrees that the books and records prepared
hereunder with respect to Liberty Acorn are the property of Liberty Acorn and
further agrees that upon the termination of this agreement or otherwise upon
request Liberty WAM will surrender promptly to Liberty 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 Liberty Liberty Xxxxxx Asset Management, L.P.
WAM: Attention: Xxxxx X. Xxxxx
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Telephone: 000 000-0000
Facsimile: 000 000-0000
with a copy to:
Liberty Funds Group LLC
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: General Counsel
Telephone: 000-000-0000
Facsimile: 000-000-0000
If to Liberty Liberty Acorn Trust
Acorn: 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Telephone: 000 000-0000
Facsimile: 000 000-0000
with a copy to:
Xxxx, Xxxx & Xxxxx LLC
Attention: Xxxxx X. Xxxxx
Three First Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
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
Liberty 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 Liberty
Acorn hereunder shall be binding only upon the assets of Liberty Acorn (or the
appropriate Fund) and shall not be binding upon any trustee, officer, employee,
agent or shareholder of Liberty Acorn. Neither the authorization of any action
by the Trustees or shareholders of Liberty Acorn nor the execution of this
agreement on behalf of Liberty Acorn shall impose any liability upon any
trustee, officer or shareholder of Liberty Acorn.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the day and year first above written.
Dated: ____________, 2000
LIBERTY ACORN TRUST
By /s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx
Senior Vice President and Secretary
LIBERTY XXXXXX ASSET
MANAGEMENT, L.P.
By /s/
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SCHEDULE A
to the Administration Agreement
between
Liberty Acorn Trust
and
Liberty Xxxxxx Asset Management, L.P.
Funds to which the Administration Agreement is Applicable
---------------------------------------------------------
Liberty Acorn Fund
Liberty Acorn International
Liberty Acorn USA
Liberty Acorn Twenty
Liberty Acorn Foreign Forty
Dated: ____________, 2000
LIBERTY ACORN TRUST
By /s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx
Senior Vice President and Secretary
LIBERTY XXXXXX ASSET
MANAGEMENT, L.P.
By /s/
-----------------------------------
