Exhibit 5.4
SUPPLEMENT TO THE ADVISORY AGREEMENT
This Supplement to the Investment Advisory Agreement dated January 1, 1998,
between Acorn Investment Trust, a Massachusetts business trust ("Acorn"), on
behalf of its series, Acorn Fund, Acorn International and Acorn USA (the
"Funds"), and Xxxxxx Asset Management, L.P., a Delaware limited partnership
("WAM") (the "Agreement"), is made this ___ day of _________, 1998.
RECITALS
In the Agreement, Acorn appointed WAM as the investment adviser to the
Funds.
The Agreement provides that "if Acorn establishes one or more series in
addition to the Funds named above with respect to which it desires to retain WAM
as investment adviser hereunder, and if WAM is willing to provide such services
under this agreement, Acorn and WAM may add such new series to this agreement,
by written supplement to this agreement. Such supplement shall include a
schedule of compensation to be paid to WAM by Acorn with respect to such series
and such other modifications of the terms of this agreement with respect to such
series as Acorn and WAM may agree. Upon execution of such a supplement by Acorn
and WAM, that series will become a Fund hereunder and shall be subject to the
provisions of this agreement to the same extent as the Funds named above, except
as modified by the supplement."
Acorn has established two new series, designated Acorn Twenty and Acorn
Foreign Fifty, respectively, and desires to retain WAM as the investment adviser
to each series. WAM is willing to provide such investment advisory services
under the Agreement.
THEREFORE, Acorn and WAM agree:
1. The series of Acorn designated Acorn Twenty and Acorn Foreign Fifty
are Funds under the Agreement.
2. For the services to be rendered and the expenses to be assumed on
behalf of Acorn Twenty and Acorn Foreign Fifty and to be paid by WAM under this
agreement, Acorn shall pay to WAM fees accrued daily and paid monthly at the
annual rates shown below:
Fund Rate of Fee
---- -----------
Acorn Twenty .90%
Acorn Foreign Fifty .95%
The fees attributable to each Fund shall be a separate charge to that Fund
and shall be the several (and not joint or joint and several) obligation of that
Fund.
ATTEST: XXXXXX ASSET MANAGEMENT, L.P.
By:
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Secretary
ATTEST: ACORN INVESTMENT TRUST
By:
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Secretary
