Exhibit 5.5
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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