Exhibit 5.3
ACORN USA
ORGANIZATIONAL EXPENSES AGREEMENT
ACORN INVESTMENT TRUST, a Massachusetts business trust (the "Trust") and
XXXXXX ASSET MANAGEMENT, L.P., a Delaware limited partnership ("WAM"), in
consideration for the engagement by the Trust of WAM as the investment advisor
for the series of the Trust designated Acorn USA (the "Fund") pursuant to a
separate agreement, hereby agree as follows:
1. Advancement of Expenses. WAM shall pay all of the organizational
expenses of the Fund, including but not limited to initial franchise taxes,
registration fees and fees for services rendered prior to the commencement of
the initial public offering of shares of the Fund, subject to the right to be
reimbursed pursuant to paragraph 2.
2. Reimbursement and Amortization of Expenses. The Fund shall amortize
the organizational expenses over a period of 60 months from the commencement of
the initial public offering of shares of the Fund, and the Fund shall reimburse
WAM during the period of such amortization by paying to WAM on the last business
day of each month an amount equal to the organizational expenses amortized by
the Fund during that month.
3. Limitation on Reimbursement. If the Fund should be liquidated during
such five-year period prior to the complete amortization of all organizational
expenses, neither the Fund nor the Trust shall have any duty to reimburse WAM
for organizational expenses unamortized as of the time of liquidation.
4. Obligation of the Trust. This agreement is executed by an officer of
the Trust on behalf of the Trust and not individually. The obligations of this
agreement are binding only upon the assets and property of the Fund and the
Trust and not upon the trustees, officers or shareholders of the Trust
individually, nor upon the assets of any other series of the Trust. The
Agreement and Declaration of Trust under which the Trust was organized and
operates is on file with the Secretary of the Commonwealth of Massachusetts.
Dated: September 3, 1996
XXXXXX ASSET MANAGEMENT, L.P.,
by XXXXXX ASSET MANAGEMENT,
ACORN INVESTMENT TRUST LTD., its General Partner
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President Xxxxx Xxxxxx, President
