SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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Check the appropriate box:

[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
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RULE 14A-6(E)(2))

[_] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Acorn Investment Trust
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(Name of Registrant as Specified In Its Charter)

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[_] Check box if any part of the fee is offset as provided by Exchange
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Notes:

PRELIMINARY

ACORN INVESTMENT TRUST
227 WEST MONROE STREET, SUITE 3000
CHICAGO, ILLINOIS 60606-5016
TOLL FREE 1-888-414-5566

October , 1997

Dear Shareholder:

You are cordially invited to attend a special meeting of shareholders of
Acorn Investment Trust which will be held on Tuesday, December 9, 1997 at 9:00
a.m. Central time, at First Chicago Center, 30 South Dearborn Street, Plaza
Level, Chicago, Illinois 60602.

At the meeting, you will be asked to vote on a new advisory agreement
between Acorn and Wanger Asset Management, L.P. The new agreement increases
the fees paid by Acorn Fund to Wanger Asset Management. The Acorn board of
trustees considered this very important proposal in great detail in a series
of meetings over the last several months. The information we considered is
summarized in this proxy statement. After a thorough and painstaking
evaluation, we unanimously concluded that the proposed fee changes were in the
best interests of Acorn and its shareholders. The board urges you to vote for
approval of the new advisory agreement, too.

Enclosed with this letter are answers to the most commonly asked questions
about this proposal, the formal notice of the meeting, and the proxy
statement, which gives detailed information about the proposed changes and why
the board recommends that you vote to approve them.

Your vote is important. Please complete, sign and date the enclosed proxy
card and return it in the enclosed envelope. This will ensure that your vote
is counted, even if you can't attend the meeting in person.

Sincerely,

Irving B. Harris
Chairman of the Board

ACORN INVESTMENT TRUST

ANSWERS TO SOME IMPORTANT QUESTIONS

. WHAT CHANGES ARE YOU PROPOSING TO MAKE TO ACORN FUND'S FEES?

Acorn is proposing to enter into a new advisory agreement with Wanger Asset
Management, L.P. ("WAM") that will increase the fees paid by Acorn Fund. Acorn
Fund's management fee and total expense ratio for the six months ended June
30, 1997 are shown below on an actual and pro forma basis, as if the proposed
new fees had been in place throughout that period (see "Changes for Acorn
Fund--The Effects of the Changes" in the Proxy Statement for more information
about this):

CURRENT PROPOSED
------- --------

Management Fee........................................... 0.44% 0.69%
Total Expense Ratio...................................... 0.57% 0.87%

We strongly believe Acorn Fund remains an extremely good value for its
shareholders. In thinking about the proposed fee increase, keep these things
in mind:

. There are no hidden costs--no 12b-1 fees, sales charges, front-end
charges or back-end charges. Acorn's total expense ratio represents all
fund expenses--management fee, shareholder servicing costs, fund
accounting, custody costs, transfer agent costs, legal and reporting
fees.

. Even with the proposed fee increase, Acorn Fund's total expense ratio
remains nearly 42% below that of the average small cap equity mutual
fund.

. HOW DOES THE PROPOSED ACORN FUND FEE COMPARE TO THE FEES OF OTHER SMALL CAP
MUTUAL FUNDS?

Our proposed fee is much lower than the fee of the average small cap mutual
fund:

. PROPOSED ACORN FUND TOTAL EXPENSE RATIO--.87%
Average small cap mutual fund total expense ratio--1.50%

. PROPOSED ACORN FUND MANAGEMENT FEE--.69%
Average small cap mutual fund management fee--.79%

WHAT'S MORE, OF THE 396 SMALL COMPANY MUTUAL FUNDS TRACKED BY LIPPER
ANALYTICAL SERVICES, INC., 369 FUNDS, OR 90%, HAD TOTAL EXPENSE RATIOS IN
THEIR MOST RECENT FISCAL YEARS HIGHER THAN THE TOTAL EXPENSE RATIO PROPOSED
FOR ACORN FUND. See "Factors Considered by the Board of Trustees--Comparative
Fees and Expense Ratios" in the Proxy Statement for more details.

. WHAT IS THE PURPOSE OF THE FEE INCREASE?

Finding good small company stocks the Acorn way is very labor intensive.
Consistent with the Acorn investment strategy, analysts of Wanger Asset
Management, L.P. are stock market talent scouts who try to add value by doing
their homework, rather than following the pack. WAM analysts meet with
management of portfolio companies, make on-site tours and talk with those
companies' suppliers and competitors as much as possible. The fee increase
will give Wanger Asset Management the resources to continue to compete for top
analytical talent. WAM will also have expanded resources to increase its
client servicing staff and improve internal systems.

. HOW WOULD THE PROPOSED FEES AFFECT PERFORMANCE?

The blue line on the mountain chart below shows that $10,000 invested in
Acorn Fund on June 10, 1970 was worth $674,822 as of June 30, 1997. The green
line on the graph shows that investors' return would have been almost as
great--$651,364--if the proposed fees had been in place during the life of
Acorn Fund.

As of August 31, 1997, the average small cap mutual fund with more than $250
million in assets had a total expense ratio of 1.41%, more than double what
Acorn Fund's total expense ratio would have been for 1996 with the proposed
new fees. See "Factors Considered by the Board of Trustees--Comparative Fees
and Expense Ratios." If that average expense ratio had applied to Acorn Fund
since its inception (the red line on the graph), that $10,000 investment would
have grown to only $583,655.

VALUE OF A $10,000 INVESTMENT IN ACORN FUND
JUNE 10, 1970-JUNE 30, 1997

[GRAPH APPEARS HERE]

ACTUAL PROPOSED AVG. SC FUND

6/10/70 10,000 10,000 10,000
6/30/70 9,695 9,696 9,699
1971 17,398 17,381 17,368
1972 20,562 20,530 20,456
1973 13,635 13,613 13,498
1974 12,507 12,485 12,322
1975 15,952 15,910 15,693
1976 20,503 20,433 20,119
1977 26,617 26,498 26,024
1978 30,096 29,947 29,293
1979 40,132 39,906 38,909
1980 49,114 48,799 47,385
1981 64,187 63,739 61,670
1982 53,693 53,284 51,259
1983 87,777 87,038 83,471
1984 79,420 78,664 75,003
1985 107,114 105,974 100,630
1986 141,433 139,736 132,158
1987 164,954 162,735 153,170
1988 169,952 167,398 156,754
1989 204,231 200,746 187,194
1990 229,699 225,341 209,135
1991 226,552 221,762 204,768
1992 278,840 272,451 250,436
1993 393,416 383,624 351,245
1994 404,707 393,572 358,291
1995 458,857 445,093 403,050
1996 572,745 554,233 499,303
6/30/97 674,822 651,364 583,655

Another way to look at this is to compare average annual total returns. The
chart below shows Acorn Fund's actual average annual total return for various
periods ended June 30, 1997, compared to what those returns would have been if
the proposed new fees had been in effect throughout those periods:

1 YEAR 5 YEARS 10 YEARS 20 YEARS LIFE
------ ------- -------- -------- ----

Actual (blue line).................... 17.8% 19.3% 15.1% 17.5% 16.8%
Proposed (green line)................. 17.5 19.0 14.9 17.4 16.7

See "Factors Considered by the Board of Trustees--Impact of the Proposed
Fees on Performance" in the Proxy Statement for more information about Acorn
Fund's performance.

. HOW DOES THIS PROPOSAL AFFECT ACORN INTERNATIONAL AND ACORN USA?

THERE WILL BE NO CHANGE IN THE TOTAL RATES OF FEE PAID BY ACORN
INTERNATIONAL AND ACORN USA. The new advisory agreement would change the
timing of calculation of Acorn International's advisory fee (which would have
the effect of speeding up the impact of changes in Acorn International's
assets on the advisory fee). The new agreement would split the services
provided by WAM to Acorn International and Acorn USA into advisory and
administrative components and require Acorn International to pay all of its
own trade association dues. See "Changes for Acorn International" and "Changes
for Acorn USA" in the Proxy Statement.

.HOW DO I VOTE?

You can vote:

. BY MAIL--sign and date your proxy card, and mail it back to us in the
enclosed envelope.

. BY TELEPHONE--You may register your vote by telephone by calling TOLL
FREE 1-888-414-5566. Your call will be taken by a representative of D.F.
King & Co., which is working for Acorn to handle this. Details about
voting by telephone are in the Proxy Statement, under the heading "How
Proxies Are Being Solicited."

You may also vote in person if you are able to attend the meeting. However,
even if you plan to attend, we urge you to cast your vote by mail or by
telephone. That will ensure that your vote is counted, even if your plans
change.

This information summarizes information that is included in more detail
in the Proxy Statement. We urge you to read the Proxy Statement carefully.

If you have questions, call TOLL FREE 1-888-414-5566.

ACORN INVESTMENT TRUST
227 WEST MONROE STREET, SUITE 3000
CHICAGO, ILLINOIS 60606-5016
TOLL FREE 1-888-414-5566

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TUESDAY, DECEMBER 9, 1997

A special meeting of shareholders of Acorn Investment Trust will be held at
First Chicago Center, 30 South Dearborn Street, Plaza Level, Chicago, Illinois
60602, at 9:00 a.m., Central time, on Tuesday, December 9, 1997. At the
meeting, shareholders will be asked to consider and act upon the following
proposals:

1. To approve a proposed new Investment Advisory Agreement between Acorn
Investment Trust and Wanger Asset Management, L.P. relating to each
of Acorn Fund, Acorn International and Acorn USA;

2. To ratify the selection of Ernst & Young LLP as the Funds' independent
public accountants for the fiscal year ending December 31, 1997; and

3. To transact any other business that properly comes before the meeting.

Shareholders of record as of the close of business on October 1, 1997 are
entitled to vote at the meeting (or any adjournments of the meeting). This
proxy statement and proxy card are being mailed to shareholders on or about
October , 1997.

By Order of the Board of Trustees,

Merrillyn J. Kosier
Vice President and Secretary

October , 1997
Chicago, Illinois

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE
AND RETURN THE ENCLOSED PROXY CARD(S). YOU MAY STILL VOTE IN PERSON IF YOU
ATTEND THE MEETING.

ACORN INVESTMENT TRUST
227 WEST MONROE STREET, SUITE 3000
CHICAGO, ILLINOIS 60606-5016
TOLL FREE 1-888-414-5566

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 9, 1997

This proxy statement is being sent to you by the board of trustees of Acorn
Investment Trust. The board is asking you to complete and return the enclosed
proxy card(s), permitting your shares of Acorn Fund, Acorn International or
Acorn USA to be voted at the meeting, even if you cannot attend the meeting in
person.

The meeting will be held at First Chicago Center, 30 South Dearborn Street,
Plaza Level, Chicago, Illinois 60602, at 9:00 a.m. Central time, on Tuesday,
December 9, 1997.

Shareholders of record at the close of business on October 1, 1997 (called
the "record date") are entitled to vote at the meeting.

You should also have received Acorn's annual report to shareholders for the
fiscal year ended December 31, 1996. IF YOU WOULD LIKE ANOTHER COPY OF THE
ANNUAL REPORT OR THE SEMIANNUAL REPORT FOR THE FIRST HALF OF 1997, PLEASE
WRITE TO ACORN AT THE ADDRESS SHOWN AT THE TOP OF THIS PAGE OR TELEPHONE
1-800-9-ACORN-9. THE REPORTS WILL BE SENT TO YOU WITHOUT CHARGE.

For convenience, Acorn Investment Trust is referred to in this proxy
statement as "Acorn" or "the Trust." Acorn Fund, Acorn International and Acorn
USA are referred to individually as a "Fund" and together as the "Funds."

SUMMARY OF PROPOSALS

You are being asked to vote on two proposals -- a new advisory agreement and
ratification of the board's selection of auditors for the Funds. The
shareholders of each of the Funds will vote separately on each proposal. The
advisory agreement proposal affects the Funds differently, as described in the
next section of this proxy statement.

PROPOSAL 1
NEW ADVISORY AGREEMENT

SUMMARY

Acorn's board of trustees has unanimously approved a new advisory agreement
for the Funds. As described in more detail under the heading "Factors
Considered by the Board of Trustees," this recommendation is the result of
evaluation, by the investment advisory agreements committee of the board and
by the full board, of a substantial amount of information, including
information prepared by independent sources and by Wanger Asset Management,
L.P. (called "WAM" in this proxy statement), over a period of several months.
The new agreement makes two principal changes from the old agreements. First,
the services provided by WAM would be divided between investment advisory and
administrative services,

and a separate fee would be paid for each. Second, the breakpoints in Acorn
Fund's fee schedule would be changed and the rate of fee payable on larger
amounts of assets would be increased. As a result, the total amount of the
fees (advisory and administrative) paid by Acorn Fund to WAM would be
increased, although the top rate of advisory fee would be unchanged at .75 of
1%. The fees paid by Acorn International and Acorn USA to WAM would be divided
between advisory and administrative services, but THE TOTAL RATE OF FEE PAID
TO WAM BY ACORN INTERNATIONAL AND ACORN USA AS A PERCENTAGE OF THEIR
RESPECTIVE ASSETS WOULD NOT BE INCREASED OR DECREASED.

The board of trustees unanimously urges you to vote in favor of the new
advisory agreement. The changes are explained (separately for each Fund) in
the discussion below and the reasons for the board's decision are given. The
terms of the new agreement are summarized and compared to the old agreements
(and a complete copy of the new agreement is attached as Exhibit A to the
proxy statement). Finally, more information about WAM is provided.

CHANGES FOR ACORN FUND

Change in the Rate of Fee. WAM has served as investment adviser to Acorn
since June 30, 1992, and the principals of WAM were responsible for Acorn
Fund's management before that time for Acorn's prior investment adviser. The
current fee schedule for Acorn Fund was established effective July 1, 1992,
when the breakpoints were modified to effectively reduce the rate of fee as
assets increased.

The following table summarizes the rate of compensation currently payable to
WAM by Acorn Fund and the annual rate of compensation that will be paid by
Acorn Fund if the new agreement is approved by shareholders:

ANNUAL ADVISORY FEE RATES, AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
----------------------------------------------------------------------
OLD AGREEMENT NEW AGREEMENT
------------- -------------

0.75% of the first 0.75% of the first
$100 million $700 million
0.50% of net assets 0.70% of net assets
above $100 million above $700 million
to $1.5 billion to $2 billion
0.40% of net assets 0.65% of net assets
above $1.5 billion above $2 billion

Separation of Advisory and Administrative Services. WAM now provides both
investment advisory and administrative services to Acorn Fund, both of which
are covered under the old advisory agreement. The new advisory agreement
covers only investment advisory services. If the new agreement is approved by
Acorn Fund's shareholders, Acorn will also enter into an administrative
services agreement with WAM under which WAM will provide the same
administrative services it provides now for a separate fee (also calculated
daily and paid monthly) at the annual rate of .05 of 1% of Acorn Fund's
average daily net assets. See "Factors Considered by the Board of Trustees --
Other Factors" and "Description of the Administration Agreement," below.

Change in Timing of Calculation of Advisory Fee. Under the old agreement,
Acorn Fund's fees to WAM are calculated quarterly, at the beginning of each
quarter, and paid in three monthly installments during the quarter. This
method of calculation has been unchanged since Acorn Fund began operations in
1970, and is a reflection of the manual accounting systems that were then in
place. It is now customary (because of computerized accounting systems) to
calculate mutual fund expenses daily and pay them monthly (which is how Acorn
USA pays its advisory fees, and how all of the Acorn Funds calculate most of
their expenses). Under the new agreement, the advisory fee would be calculated
daily and paid monthly. This change has

the effect of speeding up the impact on the advisory fee of changes in the
level of the Fund's assets. During periods when Fund assets are growing, WAM
will get the benefit of the resulting increase in its total compensation
sooner. On the other hand, if the Fund's assets are falling, WAM's fee will
shrink faster. If Fund assets are level, the change makes no difference at
all.

The Effect of the Changes. The table below shows the total advisory fees
paid by Acorn Fund during 1996 and the first half of 1997, and the fees
(advisory and administrative) that would have been paid if the new agreement,
and the new administration agreement, had been in place throughout those
periods:

ACTUAL PRO FORMA FEES--
ADVISORY NEW ADVISORY PRO FORMA FEES PRO FORMA
FEES AGMT. --ADMIN. AGMT. TOTAL FEES DIFFERENCE
----------- ---------------- -------------- ----------- ----------

1996.................... $12,437,000 $19,005,897 $1,358,146 $20,364,043 63.7%
1st half of 1997........ 6,520,454 10,221,770 734,367 10,956,137 68.0

The investment advisory fees paid to WAM by Acorn Fund for 1995 and 1994
were $10,429,000 and $9,750,000, respectively.

In addition to the changes in the rates of fee described above, the new
agreement also requires that Acorn Fund pay 100% of its allocable portion of
any trade association dues. Under the old agreement, WAM paid one-half that
expense. In 1996, the portion paid by WAM was $33,492.

The next table shows the actual operating expenses incurred by Acorn Fund
during 1996 and the first half of 1997, and the expenses that would have been
incurred had the new fee arrangements been in place throughout those periods,
in each case expressed as a percentage of Acorn Fund's average net assets:

1996 1ST HALF OF 1997
---------------- ----------------
ACTUAL PRO FORMA ACTUAL PRO FORMA
------ --------- ------ ---------

Management fee............................. .46% .70% .44% .69%
12b-1 fee.................................. None None None None
Other expenses............................. .11% .16% .13% .18%
---- ---- ---- ----
Total fund operating expenses............ .57% .86% .57% .87%

Example

The following illustrates the expenses on a $1,000 investment in Acorn Fund
under the existing and new fee arrangements stated above using 1996 data,
assuming (1) five percent annual return and (2) redemption at the end of each
time period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Present Fee Arrangement...................... $ 6 $18 $32 $ 71
New Fee Arrangement.......................... 9 27 48 106

The purpose of this example and table is to assist you in understanding how
the various costs and expenses of investing in shares of Acorn Fund will
change as a result of the proposed new fee arrangements. Acorn Fund's actual
expenses and investment performance vary from year to year and will result in
expenses that may be higher or lower than those shown in the table.

CHANGES FOR ACORN INTERNATIONAL

There will be no change in the total rate of fee paid by Acorn
International. The new agreement would change the timing of calculation of
Acorn International's advisory fee, split the services provided by WAM into
advisory and administrative components (and split the old advisory fee to
match), and require Acorn International to pay all of its own trade
association dues.

The following table summarizes the rates of compensation currently payable to
WAM by Acorn International and the annual rates of compensation that will be
paid by Acorn International if the new agreement is approved by shareholders.
THERE WILL BE NO OVERALL CHANGE IN THE RATE OF FEES PAID BY ACORN INTERNATIONAL
TO WAM; the reduction in the advisory fee that would be made by the new
agreement will be offset by the fee under the administration agreement.

ANNUAL RATES OF
ADVISORY FEE
-------------------
OLD NEW
ASSETS AGREEMENT AGREEMENT
------ --------- ---------

$0 to $100 million....................................... 1.25% 1.20%
$100 million to $500 million............................. 1.00 0.95
over $500 million........................................ 0.80 0.75

Under the old agreement, Acorn International's fees to WAM were calculated
quarterly at the beginning of the quarter and paid in three monthly
installments. Under the new agreement, the advisory fee would be calculated
daily and paid monthly, which is the method most commonly used by mutual funds.
As with Acorn Fund, this change has the effect of speeding up the impact on the
advisory fee of changes in the level of the Fund's assets. During periods when
Fund assets are growing, WAM will get the benefit of the resulting increase in
its total compensation sooner. On the other hand, if Fund assets are falling,
WAM's fee will shrink faster. If Fund assets are level, the change makes no
difference at all.

As with Acorn Fund, WAM now provides both investment advisory and
administrative services to Acorn International, both of which are covered under
the old advisory agreement. The new advisory agreement covers only investment
advisory services. If the new agreement is approved by Acorn International's
shareholders, Acorn will also enter into an administrative services agreement
with WAM for Acorn International under which WAM will provide the same
administrative services it provides now for a separate fee (also calculated
daily and paid monthly) at the annual rate of .05 of 1% of Acorn
International's average daily net assets.

The table below shows the total advisory fees paid by Acorn International
during 1996 and the first half of 1997, and the fees (advisory and
administrative) that would have been paid if the new agreement, and the new
administration agreement, had been in place throughout those periods. The
entire pro-forma increase for the periods shown is the result of the change
from monthly to daily calculation of the fee, because Acorn International's
assets were generally growing throughout those periods.

ACTUAL PRO FORMA FEES--
ADVISORY NEW ADVISORY PRO FORMA FEES PRO FORMA
FEES AGMT. --ADMIN. AGMT. TOTAL FEES DIFFERENCE
----------- ---------------- -------------- ----------- ----------

1996.................... $13,255,000 $12,973,190 $781,546 $13,754,736 3.8%
1st half of 1997........ 7,917,752 7,673,289 469,886 8,143,175 2.8

The investment advisory fees paid to WAM by Acorn International for 1995 and
1994 were $11,667,000 and $11,561,000, respectively.

Under the new agreement, Acorn International will be responsible for payment
of all of its allocable portion of dues to any trade association. Under the old
agreement, WAM paid one-half of Acorn International's dues. The half paid by
WAM was $18,548 in 1996.

The next table shows the actual operating expenses incurred by Acorn
International during 1996 and the first half of 1997, and the expenses that
would have been incurred had the new fee arrangements been in place throughout
those periods, in each case expressed as a percentage of Acorn International's
average

net assets. The entire pro-forma increase for the periods shown is the result
of the change from monthly to daily calculation of the fee, because Acorn
International's assets were generally growing throughout those periods. Had
Acorn International's assets been decreasing throughout those periods, the
pro-forma total operating expenses for the periods would have been lower.

1996 1ST HALF OF 1997
---------------- ----------------
ACTUAL PRO FORMA ACTUAL PRO FORMA
------ --------- ------ ---------

Management fee............................. .85% .83% .85% .82%
12b-1 fee.................................. None None None None
Other expenses............................. .32% .37% .29% .34%
----- ----- ----- -----
Total fund operating expenses............ 1.17% 1.20% 1.14% 1.16%

Example

The following illustrates the expenses on a $1,000 investment in Acorn
International under the existing and new fee arrangements stated above using
1996 data, assuming (1) five percent annual return and (2) redemption at the
end of each time period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Present Fee Arrangement...................... $12 $37 $64 $142
New Fee Arrangement.......................... 12 38 66 145

The purpose of this example and table is to assist you in understanding how
the various costs and expenses of investing in shares of Acorn International
will change as a result of the proposed new fee arrangements. Acorn
International's actual expenses and investment performance vary from year to
year and will result in expenses that may be higher or lower than those shown
in the table.

CHANGES FOR ACORN USA

The only change that would be made by the new agreement for Acorn USA is the
separation of advisory and administrative services. THERE WILL BE NO CHANGE IN
ACORN USA'S TOTAL FEES.

The following table summarizes the rates of compensation currently payable
to WAM by Acorn USA and the annual rates of compensation that will be paid by
Acorn USA if the new agreement is approved by shareholders. THERE WILL BE NO
OVERALL CHANGE IN THE FEES PAID BY ACORN USA TO WAM; the reduction in the
advisory fee that would be made by the new agreement will be offset by the fee
under the administration agreement.

ANNUAL RATES OF
ADVISORY FEES
-------------------
OLD NEW
ASSETS AGREEMENT AGREEMENT
------ --------- ---------

$0 to $200 million....................................... 1.00% 0.95%
over $200 million........................................ 0.95 0.90

As with Acorn Fund and Acorn International, WAM now provides both investment
advisory and administrative services to Acorn USA, all of which are covered
under the old advisory agreement. The new advisory agreement covers only
investment advisory services. If the new agreement is approved by Acorn USA's
shareholders, Acorn will also enter into an administrative services agreement
with WAM for Acorn USA under which WAM will provide the same administrative
services it provides now for a separate fee (also calculated daily and paid
monthly) at the annual rate of .05 of 1% of Acorn USA's average daily net
assets.

Had the new agreement, and the new administration agreement, been in place
during the period from September 4, 1996, when Acorn USA began operations,
through June 30, 1997, the total (advisory and administrative) fees that would
have been paid by Acorn USA would not have changed from those actually paid
during that period.

WAM advanced all of Acorn USA's organizational expenses, which are being
amortized and reimbursed to WAM through September 2001. Any amount of
organizational expenses amortized by Acorn USA in a period reduces assets for
purposes of calculating the advisory fees payable to WAM for that period.

FACTORS CONSIDERED BY THE BOARD OF TRUSTEES

The Acorn board of trustees has for many years had a committee, consisting
entirely of trustees who are not affiliated with WAM, which considers matters
relating to the Funds' relationship with WAM and prepares recommendations for
discussion and consideration by the full board of trustees. That committee met
on April 21, 1997, and May 1, 1997, to consider whether changes to the old
advisory agreements were advisable, and particularly whether a fee increase
should be considered for Acorn Fund. The committee's recommendation was
presented to the full board of trustees at a board meeting on May 27, 1997, was
considered by the board at a meeting called especially for that purpose on July
22, 1997 and was approved by the board at a meeting on September 30, 1997.

The trustees requested and received substantial information to assist in
their decision. The trustees utilized reports prepared by Lipper Analytical
Services, Inc. and Morningstar, Inc., both well recognized, independent
services that monitor mutual fund expenses and performance, and significant
amounts of information furnished by WAM.

The committee and the board reviewed a variety of factors relating to the
nature, quality and scope of the services provided by WAM, the performance of
each Fund compared to relevant benchmarks, comparative fees and expense ratios,
and the reasonableness of the proposed increase in the advisory fees for Acorn
Fund in view of the fees paid by similar mutual funds.

Investment Performance. In considering the new agreement and in approving the
proposed fee increase for Acorn Fund, the committee and the board also
considered the short- and long-term performance of Acorn Fund compared to the
performance of other funds with comparable objectives and policies and compared
to market indexes. The trustees analyzed reports on investment performance
provided by Lipper. The reports presented the investment performance of Acorn
Fund and Acorn International compared to relevant market indexes, a Lipper-
selected peer group of similar mutual funds and the broader group of all mutual
funds tracked by Lipper with comparable investment objectives.

The trustees noted Lipper's conclusion that Acorn Fund's performance was
above the median in five of the ten most recent years, below the median for the
three- and five-year periods ended December 31, 1996 (annualized), and above
the median for 1996 and the ten years then ended. An analysis of Acorn Fund's
performance and expenses by Morningstar, Inc. concluded that Acorn Fund's long-
term investment performance had been superior and had been achieved with
relatively lower volatility than had been the case of many other funds.

The following table shows Acorn Fund's investment performance for various
periods ended June 30, 1997 compared to various indexes:

AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------
1 YEAR 5 YEARS 10 YEARS 20 YEARS LIFE
------ ------- -------- -------- -----

ACORN FUND............................ 17.8% 19.3% 15.1% 17.5% 16.8%
Russell 2000 Index.................... 16.3% 17.9% 11.2% N/A N/A
Lipper Small Company Funds Index...... 6.4% 17.4% 11.9% N/A N/A
Standard & Poor's 500 Index........... 34.7% 19.8% 14.6% 15.9% 13.9%
S&P Mid Cap 400 Index................. 23.3% 17.6% 15.2% N/A N/A

The Russell 2000 is formed by taking the largest 3,000 public companies and
then eliminating the largest 1,000, leaving a good small company index. The
Lipper Small Company Funds Index is composed of the 30 largest small company
growth funds, including Acorn Fund, tracked by Lipper Analytical Services,
Inc. The Standard & Poor's 500 Stock Index is a broad market value-weighted
average, blue-chip dominated. The S&P Mid Cap 400 Index is a market value-
weighted index of 400 stocks that are in the next tier down in size from the
S&P 500. All indexes are unmanaged and returns include reinvested dividends.
All performance information shown for periods longer than one year is
annualized. For Acorn Fund, the information shown is "average annual total
return" calculated as described in the prospectus. Information for "Life" is
from June 10, 1970, when Acorn Fund shares were first offered for sale to the
public.

The following table shows Acorn International's investment performance for
various periods ended June 30, 1997 compared to various indexes:

AVERAGE ANNUAL
TOTAL RETURN TOTAL RETURNS
------------ -----------------
1 3
6 MONTHS YEAR YEARS LIFE
------------ ----- ----- -----

ACORN INTERNATIONAL..... 8.2% 11.3% 11.9% 17.7%
EMI..................... 5.2% 2.2% 4.5% 10.6%
EAFE.................... 11.2% 12.8% 9.1% 13.1%
Lipper International
Small Cap Funds
Average................ 10.4% 13.5% 8.8% 14.2%
Lipper International
Funds Average.......... 12.5% 16.5% 10.9% 14.1%

Information for "Life" is from September 23, 1992 when Acorn International
first offered its shares for sale to the public. The EMI is Salomon Brothers'
index of the bottom 20% of institutionally investable capital of countries, as
selected by Salomon, excluding the U.S. EAFE is Morgan Stanley's Europe,
Australia and Far East Index, an unmanaged index of companies throughout the
world in proportion to world stock market capitalization, excluding the U.S.
and Canada. The Lipper International Small Cap Funds Average is calculated
from the performance of a group of small cap international funds, including
Acorn International. For the six-month, one-year, three-year and "Life"
periods above, the group consisted of 28, 24, 11 and 3 funds, respectively.
The Lipper International Funds Average is an average of all international
funds tracked by Lipper, excluding the International Small Cap Funds group.
This group consisted of 425, 372, 202 and 97 funds for the six-month, one-
year, three-year and "Life" periods ended June 30, 1997, respectively. All
indexes are unmanaged and returns include reinvested dividends.

The following table shows Acorn USA's investment performance for various
periods ended June 30, 1997 compared to various indexes:

TOTAL RETURNS
------------------------------------
2ND QUARTER SINCE INCEPTION
1997 6 MONTHS (9/4/96)
----------- -------- ---------------

ACORN USA............................... 16.0% 14.3% 33.2%
Russell 2000............................ 16.2% 10.2% 20.1%
S&P Mid Cap 400 Index................... 14.7% 13.0% 25.0%
Standard & Poor's 500 Index............. 17.5% 20.6% 37.2%
Lipper Small Cap Funds Average.......... 17.1% 9.0% 17.2%

The Russell 2000 is formed by taking the largest 3,000 public companies and
then eliminating the largest 1,000, leaving a good small company index. The
Standard & Poor's 500 Stock Index is a broad market value-weighted average,
blue-chip dominated. The S&P Mid Cap 400 Index is a market value-weighted
index of 400 stocks that are in the next tier down in size from the S&P 500.
The Lipper Small Cap Funds Average is an average of all U.S. small cap funds
tracked by Lipper Analytical Services, Inc., which consisted of 486, 467 and
422 funds for the second quarter, 6 months and "Since Inception" periods ended
June 30, 1997, respectively. All indexes are unmanaged and returns include
reinvested dividends.

Comparative Fees and Expense Ratios. The trustees also considered and
compared Acorn Fund's and Acorn International's advisory fees and total
expense ratios to comparable mutual funds.

For Acorn Fund, Lipper provided the trustees with comparative information on
the fees and expenses of a universe composed of all retail bank-related and
nonbank small company growth funds (66 funds) having average net assets
greater than $250 million.

The trustees found that the rate of advisory fee paid by Acorn Fund to WAM
under the old advisory agreement was 31 basis points (or 40%) lower than the
median advisory fee paid by the funds in the Lipper-selected universe.

In addition, the board noted Lipper's conclusion that Acorn Fund's total
expense ratio (.57%) for 1996 was 84.1 basis points (or 60%) lower than the
median expense ratio of 1.41%. The trustees realized that Acorn Fund had the
lowest expense ratio in the Lipper universe. Lastly, the board acknowledged
that, had the new fee arrangement been in place throughout 1996, Acorn Fund's
total expense ratio (.86%) would have been the second-lowest in the same
comparison group.

The trustees reviewed Acorn Fund's total expense ratio (assuming that the
new fee arrangement had been in place) compared to averages of groups of
mutual funds tracked by Lipper for the period ended August 16, 1997. The table
below shows the average management fee and total expense ratio of all mutual
funds tracked by Lipper as of August 16, 1997 in each category: retail money
market funds -- 844 funds; taxable fixed income funds -- 1,551 funds; general
equity funds -- 2,274 funds; mid cap funds -- 182 funds; and small cap funds
- -- 396 funds. The Lipper data are for the most recent fiscal years of each
fund as of August 1997; Acorn Fund's pro forma information is for the six
months ended June 30, 1997.

RETAIL TAXABLE ACORN
MONEY FIXED GENERAL MID SMALL FUND -
MARKET INCOME EQUITY CAP CAP PROPOSED
FUNDS FUNDS FUNDS FUNDS FUNDS FEES
------ ------- ------- ----- ----- --------

Management Fee................... .36% .49% .73% .76% .79% .69%
Total Expense Ratio.............. .73% 1.08% 1.46% 1.46% 1.50% .87%

Impact of the Proposed Fees on Performance. The trustees also reviewed
information on the impact on Acorn Fund's performance of the proposed new
fees. The following table compares Acorn Fund's actual average annual total
return and cumulative total return (both calculated as described in Acorn's
prospectus) to what those returns would have been if the new fee arrangements
had been in place throughout Acorn Fund's life and what the returns would have
been if Acorn Fund's total expenses throughout its life had been equal to the
average total expense ratio of all 396 small cap funds tracked by Lipper as of
August 20, 1997, based on the most recent fiscal year data available at that
date. As shown in the chart below, the new fee arrangements would have
resulted in a decrease of only one-tenth of 1% in Acorn Fund's average annual
total return over its life:

PERIODS ENDED JUNE 30, 1997
-----------------------------------------
1 YEAR 5 YEARS 10 YEARS 20 YEARS LIFE*
------ ------- -------- -------- --------

Average annual total return
Actual.......................... 17.8% 19.3% 15.1% 17.5% 16.8%
Pro forma--proposed fees........ 17.5% 19.0% 14.9% 17.4% 16.7%
Pro forma--average fee.......... 16.9% 18.4% 14.3% 16.8% 16.2%
Cumulative total return
Actual.......................... 17.8% 142.0% 309.1% 2,435.5% 6,648.2%
Pro forma--proposed fees........ 17.5% 139.1% 300.3% 2,358.1% 6,413.6%
Pro forma--average fee.......... 16.9% 133.1% 281.1% 2,142.8% 5,736.5%

- --------
* From June 10, 1970.

The graph below is another way of looking at the same information. This
graph compares the value at June 30, 1997 of $10,000 invested at Acorn Fund's
inception on June 10, 1970 based on (i) the actual fee arrangements since
inception, (ii) the proposed new fee arrangement and (iii) the total expenses
of the average small cap fund (as described above).

VALUE OF A $10,000 INVESTMENT IN ACORN FUND
JUNE 10, 1970-JUNE 30, 1997

[GRAPH APPEARS HERE]

ACTUAL PROPOSED AVG. SC FUND

WAM's Operations. WAM provided to the board information on WAM's revenues and
expenses in connection with its services to the Funds, based on WAM's internal
cost allocations. In considering that information, the trustees considered the
indirect benefits that WAM might realize from its relationship to the Funds,
including the use (for the Funds and for WAM's other clients) of investment
research provided by brokers in return for brokerage commissions. The board
also considered the ownership and governance structure of WAM, including the
restructuring that will occur as of January 1, 1998 (simultaneously with
effectiveness of the new agreement), as described under "Information About
WAM--Ownership and Management of WAM."

The trustees noted that the investment style WAM uses in managing the Acorn
Funds is labor intensive. The Acorn Funds attempt to add value by researching
and investing in lesser known names. Aside from the additional resources
required of research in companies that generally are not followed by
investment houses on Wall Street, the demand on WAM's resource also has
increased as a result of the rapid expansion of the

universe of small cap companies--as of August 31, 1997, there were more than
3,400 small cap companies (companies with market capitalizations between $100
million and $1 billion whose securities are publicly traded) in the U.S.
alone, and Acorn Fund had over 250 stocks in its portfolio. Typically, each
WAM analyst manages about 40 securities in the Acorn Funds' portfolios and
follows many more issuers that are being considered. In its continued effort
to stay ahead of the increasing number of small cap funds in the U.S., WAM
needs additional resources.

The trustees noted that the market for talented investment personnel has
become fiercely competitive in recent years as a result of the growth in the
investment management industry. The board recognized that WAM must be able to
attract and retain highly qualified portfolio managers and analysts. The board
concluded that the proposed increase in the advisory fee arrangements is
necessary to maintain the viability of the relationship between WAM and Acorn
Fund. The trustees believe that the increase in the advisory fee to be paid by
Acorn Fund will enable WAM to increase its investments in computer systems and
professional and client servicing staff, which will enhance WAM's current
portfolio management and research capabilities and improve shareholder
services, thereby benefiting the Fund.

Other Factors. Other factors considered by the board include: arrangements
for distribution of the Funds' shares; the nature, cost and quality of non-
investment management services provided by WAM; anticipated enhancements in
the services to be provided by WAM to the Funds and the costs associated with
providing such services; and other organizational information relating to WAM,
its advisory personnel and its investment decision-making processes. In
considering the services provided by WAM other than management of the Funds'
portfolios, the board noted that WAM provides to the Funds shareholder
servicing and accounting services that many mutual funds pay other
organizations to provide. Acorn Fund and its shareholders have benefited from
expanded shareholder services and improved systems of trading, recordkeeping
and accounting provided by WAM. Under the old agreements, WAM provides all
accounting and administrative services required by the Funds, and provides
services to shareholders of the Funds that supplement the services provided by
the Funds' transfer agent, without separate compensation. The board concluded
that it would be appropriate to have a separate agreement, with a separate
fee, for those services, which will more closely reflect the nature and cost
structure of those services [and concluded that .05% of each Fund's assets was
approximately WAM's cost to provide the services covered by the administration
agreement]. The board also concluded that it was highly desirable for all the
Funds to operate under agreements with the same general structures and,
therefore, decided that the division between advisory and administrative
services was appropriate for Acorn International and Acorn USA, too.

During the review process, the committee and the board consulted with Bell,
Boyd & Lloyd, the Trust's legal counsel.

CONCLUSION OF THE BOARD OF TRUSTEES

After considering the report and recommendation of the committee and the
factors and information described above, the board of trustees concluded that
the new advisory agreement is fair and reasonable. THE TRUSTEES, INCLUDING A
MAJORITY OF THE TRUSTEES WHO ARE NOT "INTERESTED PERSONS" OF ACORN OR WAM,
UNANIMOUSLY VOTED TO APPROVE THE NEW ADVISORY AGREEMENT AND RECOMMEND THAT THE
SHAREHOLDERS OF THE FUNDS VOTE FOR ITS APPROVAL.

INFORMATION ABOUT WAM

WAM serves as the investment adviser for the Funds and for other
institutional accounts. At June 30, 1997, WAM had approximately $6.3 billion
under management, including the Funds.

Other Investment Companies Advised by WAM

In addition to serving as investment adviser to Acorn, WAM is also
investment adviser to Wanger Advisors Trust ("WAT"), an open-end management
investment company with two series--Wanger U.S. Small Cap and Wanger
International Small Cap (the "WAT Funds"). Shares of the WAT Funds are
currently sold only to certain life insurance company separate accounts to
fund variable annuity and variable life insurance contracts, and certain
pension plans.

The following table shows the total net assets of each of the WAT Funds at
June 30, 1997, and the current rates of WAM's compensation:

ASSETS AT RATE OF COMPENSATION PAID TO WAM
NAME OF FUND 6/30/97 (AS A PERCENTAGE OF AVERAGE NET ASSETS)
------------ ------------ ---------------------------------------

Wanger U.S. Small Cap... $199,915,469 1.00% of the first $100 million;
0.95% of the next $150 million;
0.90% in excess of $250 million
Wanger International
Small Cap ............. $129,875,876 1.30% of the first $100 million;
1.20% of the next $150 million;
1.10% in excess of $250 million

Ownership and Management of WAM

The following information relates to the ownership and management of WAM
itself, not the Funds or their portfolios. Portfolio management decisions for
the Funds are made by their portfolio managers, working with WAM's team of
analysts. THERE ARE NO CHANGES IN THE FUNDS' PORTFOLIO MANAGERS.

WAM is a limited partnership managed by its general partner, Wanger Asset
Management, Ltd. ("WAM Ltd."). Ralph Wanger, Charles P. McQuaid, Terence M.
Hogan, Leah J. Zell, Marcel P. Houtzager and Robert A. Mohn, all of whom are
officers of Acorn, are the current limited partners of WAM. Their addresses
and principal occupations are included under "More Information About Acorn--
Organization and Management of the Trust," below. WAM and WAM Ltd. are located
at 227 West Monroe Street, Suite 3000, Chicago, Illinois 60606.

WAM is committed to providing partnership opportunities to its growing
number of talented portfolio managers and analysts. To accomplish that goal,
WAM and WAM Ltd. are being restructured to reflect more closely WAM's team
approach to management and to recognize the contributions made by WAM's rising
stars. WAM Ltd. has been controlled by Mr. Wanger, and WAM has been controlled
by Mr. Wanger with the consent of one or more of the other limited partners,
but each is evolving into an organization controlled by its partners or
shareholders collectively. New mechanisms are being created to facilitate the
admission of new limited partners to WAM and to give new limited partners an
equity interest in WAM Ltd., which will continue to be WAM's general partner.
Mr. Wanger's interests in WAM Ltd. and in WAM are being reduced to less than a
majority, although Mr. Wanger will continue to have the largest interest in
each.

WAM's team approach to portfolio management is mirrored in the management of
the business of WAM and WAM Ltd. If the new advisory agreement is approved by
shareholders, then (effective as of the same time the new agreement is
effective), voting control will change. On matters submitted to the
shareholders of WAM Ltd., each shareholder will have one vote (or a lesser
vote in the case of new shareholders). With certain exceptions (including for
extraordinary transactions, for which Mr. Wanger's consent will be required),
decisions will be made by majority vote. Because WAM currently operates
largely by consensus, little change is expected to result from implementation
of this "majority rule" system. However, until effectiveness of the new
advisory agreement, Mr. Wanger, with the consent of one or more of the other
limited partners, has the right to require voting in accordance with WAM's
governing documents.

WAM's restructuring recognizes the importance of the contributions made to
WAM, and the Funds, by a broader, more diverse group of people than founded
WAM in 1992. By expanding participation in ownership and management, WAM will
retain its independence while rewarding those who have been responsible for
WAM's and Acorn's success. THERE WILL BE NO CHANGES IN THE PEOPLE AT WAM
RESPONSIBLE FOR PORTFOLIO MANAGEMENT FOR THE FUNDS, OR FOR THEIR BUSINESS
OPERATIONS, AS A RESULT OF WAM'S RESTRUCTURING.

DESCRIPTION OF THE NEW ADVISORY AGREEMENT

The proposed new agreement is attached to this proxy statement as Exhibit A.
The discussion here is only a summary and for more details you should refer to
the new agreement.

Under the new agreement, subject to the overall supervision and control of
the board of trustees, WAM will have supervisory responsibility for the
general management and investment of the Funds' assets, just as it does under
the old agreements. WAM is authorized to make the decisions to buy and sell
securities, options and futures contracts and other assets for the Funds, to
place the Funds' portfolio transactions with broker-dealers, and to negotiate
the terms of such transactions, including brokerage commissions, on behalf of
the Funds. WAM is authorized to exercise discretion within the Funds' policy
concerning allocation of portfolio brokerage, as permitted by law, including
but not limited to Section 28(e) of the Securities Exchange Act of 1934, and
in so doing shall not be required to make any reduction in its investment
advisory fees. The new agreement also provides that WAM shall furnish to Acorn
at WAM's own expense, office space and all necessary office facilities,
equipment and personnel required to provide its services; all expenses of
marketing shares of the Funds; and all expenses of placement of securities
orders and related bookkeeping. These provisions are essentially unchanged
from the old agreements.

Under the new agreement, each Fund is obligated to pay all of its expenses
other than those paid by WAM as set forth above, including taxes and charges
for auditing and legal services, custodian and transfer agent fees, expenses
of shareholder and trustees meetings, registration, filing and other fees in
connection with requirements of regulatory authorities, and the printing and
mailing of reports to shareholders. Except for the trade association dues for
Acorn Fund and Acorn International discussed above, this provision is
essentially unchanged from the old agreements.

Like the old agreements, the new agreement provides that neither WAM nor any
of its partners, officers, agents or employees shall be liable to Acorn or its
shareholders for any loss suffered by Acorn or its shareholders as a result of
any error of judgment, or any loss arising out of any investment, or as a
consequence of any other act or omission of WAM in the performance of its
duties, except for liability resulting from willful misfeasance, bad faith or
gross negligence on the part of WAM, or by reason of reckless disregard by WAM
of its obligations and duties.

If approved by shareholders, the new agreement will be signed and become
effective on January 1, 1998. It will continue in effect through June 30,
1999, and thereafter from year to year so long as its continuance as to each
Fund is approved at least annually (i) by the board of trustees or by the
holders of a "majority [of that Fund's] outstanding voting securities" as
defined in the Investment Company Act of 1940; and (ii) by a majority of the
members of Acorn's board of trustees who are not otherwise affiliated with
Acorn or WAM, cast in person at a meeting called for that purpose. Any
amendment to the new agreement must be approved in the same manner. The new
agreement may be terminated as to a Fund without penalty by the vote of the
board of trustees of Acorn or the shareholders of that Fund (by a majority as
defined in the Investment Company Act) on sixty days' written notice to WAM or
by WAM on sixty days' written notice to the Fund, and will terminate
automatically in the event of its assignment.

The fees payable by a Fund under the new agreement are the obligation only
of that Fund and impose no liability on the other Funds.

DETAILS ABOUT THE OLD AGREEMENTS

WAM currently serves as investment adviser to the Funds under advisory
agreements dated: Acorn Fund--[April , 1993]; Acorn International--[September
, 1992]; and Acorn USA--[September ,] 1996. The Acorn Fund agreement was
last approved by shareholders at a meeting held April 27, 1993. The Acorn
International and Acorn USA agreements were approved by each Fund's initial
shareholder before those Funds began offering their shares to the public. All
of the old agreements were continued by the board of trustees at a meeting held
May 27, 1997.

DESCRIPTION OF THE ADMINISTRATION AGREEMENT

If the new advisory agreement is approved by shareholders, Acorn and WAM will
enter into a new administration agreement relating to the Funds. You are not
being asked to approve the administration agreement. This information is being
given to provide a fuller understanding of how the new advisory agreement and
the administration agreement will work together. The effective and termination
dates, and the continuation provisions of the administration agreement are the
same as those of the new advisory agreement. The form of administration
agreement is attached to this proxy statement as Exhibit B and you should refer
to Exhibit B for more information than can be provided in this summary.

Under the administration agreement, WAM will provide administrative and
clerical services to the Funds, including, among others, recordkeeping,
compliance with and reporting under federal and state securities laws,
financial and accounting services, shareholder services and corporate
secretarial services to the Trust. WAM will assume the expenses of maintaining
personnel and providing office space and other facilities necessary to perform
its obligations under the administration agreement. Acorn will continue to pay
the fees and expenses of its lawyers, auditors, transfer agent and blue sky
service providers.

WAM may enter into agreements with one or more other persons to provide
services under the administration agreement, provided that those agreements
have been approved by the board of trustees. WAM will be as fully responsible
to the Trust and the Funds for the acts or omissions of any such service
providers as it would be for its own acts or omissions. WAM will not be liable
to the Trust 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 or any of its officers, agents,
employees or affiliates, or any service providers 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 under the administration
agreement.

As described above, each Fund will pay WAM for its services under the
administration agreement a fee accrued daily and paid monthly at the annual
rate of 0.05% of that Fund's average daily net assets.

VOTING

The shareholders of each Fund will vote separately on approval of the new
advisory agreement. Approval of the new advisory agreement for a Fund requires
the approval of the lesser of (a) 67 percent or more of the voting shares of
that Fund present at the meeting, if the holders of more than 50 percent of the
outstanding shares of that Fund are present or represented by proxy, or (b)
more than 50 percent of the outstanding shares of that Fund.

If the new agreement is not approved as to a Fund, that Fund will continue to
operate under the old agreement and the implementation of the proposed voting
procedures which would result from the restructuring of WAM would be deferred.
However, the board of trustees would consider whether any other action should
be taken, which might include submission of another proposed agreement for
approval by shareholders.

BOARD RECOMMENDATION

THE BOARD OF TRUSTEES OF ACORN, INCLUDING ALL OF THE TRUSTEES WHO ARE NOT
AFFILIATED WITH WAM, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUNDS
VOTE FOR THE APPROVAL OF THE NEW ADVISORY AGREEMENT BETWEEN THE TRUST AND WAM.

PROPOSAL 2
RATIFICATION OF SELECTION OF AUDITORS

The board of trustees recommends that the shareholders ratify the board of
trustees' selection of Ernst & Young LLP as independent public accountants for
the Trust for the fiscal year ending December 31, 1997. Ernst & Young LLP has
served as the Trust's auditors since .

For the year ended December 31, 1996, Ernst & Young LLP examined the
financial statements of the Trust and provided consultation on financial
accounting, reporting and tax matters. Representatives of Ernst & Young LLP
will be present at the Meeting and will have an opportunity to make a
statement if they desire to do so. They also will be available to respond to
appropriate questions presented at the meeting.

The shareholders of each Fund will vote separately on ratification of the
selection of auditors. Approval of the selection of auditors for a Fund
requires the affirmative vote of a majority of the shares of the Fund
represented at the Meeting in person or by proxy, if a quorum is present.

The board of trustees of Acorn, including all of the trustees who are not
affiliated with Acorn, unanimously recommends that shareholders of the Funds
vote for ratification of the selection of auditors.

MORE INFORMATION ABOUT ACORN

ORGANIZATION AND MANAGEMENT OF THE TRUST

The Trust is a Massachusetts business trust organized on April 21, 1992. The
Trust is an open-end management investment company, currently with three
series: Acorn Fund, Acorn International and Acorn USA. Acorn Fund began
operations in 1970 as The Acorn Fund, Inc., and was reorganized as the Acorn
Fund series of the Trust effective June 30, 1992. Acorn International and
Acorn USA began operations on September 23, 1992 and September 4, 1996,
respectively.

The Trust is governed by a board of trustees, which is responsible for
protecting the interests of the shareholders of the Funds. The trustees are
experienced executives and professionals who meet at regular intervals to
oversee the activities of the Trust and the Funds. A majority of the trustees
are not otherwise affiliated with Acorn or WAM.

The officers and trustees of the Trust are:

BOARD
NAME, BIRTHDATE, ADDRESS AND MEMBER PRINCIPAL OCCUPATION
POSITION(S) WITH THE TRUST SINCE DURING LAST FIVE YEARS
---------------------------- ------ ----------------------

IRVING B. HARRIS, 8/4/1910 1970 Chairman of the executive committee and
Trustee and Chairman director, Pittway Corporation (multi-
Two North LaSalle Street product manufacturer and publisher);
Chicago, Illinois 60602 chairman, William Harris Investors, Inc.
(investment adviser); chairman, The Harris
Foundation (charitable foundation);
director, Teva Pharmaceutical Industries,
Inc. (pharmaceutical manufacturer).
RALPH WANGER, 6/21/1934 1970 Trustee and president, Wanger Advisors
Trustee and President* Trust; principal, Wanger Asset Management,
227 West Monroe Street L.P.
Suite 3000
Chicago, Illinois 60606
JAMES H. LORIE, 2/23/1922 1970 Retired; Eli B. and Harriet B. Williams
Trustee and Vice Chairman Professor of Business Administration
1101 East 58th Street Emeritus, University of Chicago Graduate
Chicago, Illinois 60637 School of Business; director, Ardco, Inc.
(refrigeration equipment manufacturer);
director, Thornburg Mortgage Asset Corp.
(REIT) and Santa Fe Natural Tobacco.
LEO A. GUTHART, 9/26/1937 1994 Vice chairman, Pittway Corporation (multi-
Trustee product manufacturer and publisher);
165 Eileen Way chief executive officer, Pittway
Syosset, New York 11791 Corporation's Security Group of Companies
which includes ADEMCO (manufacturer of
alarm equipment), ADI (distributor of
security equipment), Fire Burglary
Instruments (supplier of security control
panels), First Alert Professional (alarm
dealers), Cylink Corporation (supplier of
encryption equipment), and Alarm Net
(cellular radio service); director,
AptarGroup, Inc. (producer of dispensing
valves, pumps and closures); director,
Cylink Corporation; chairman of the board
of trustees, Hofstra University; chairman,
Tech Transfer Island Corp. (private
investment partnership); director, Long
Island Research Institute.
JEROME KAHN, JR., 4/13/1934 1987 Vice president, William Harris Investors,
Trustee Inc. (investment adviser);
Two North LaSalle Street, director, Pittway Corporation (multi-
Suite 505 product manufacturer and publisher).
Chicago, Illinois 60602
DAVID C. KLEINMAN, 10/12/1935 1972 Senior lecturer in business administration,
Trustee University of Chicago Graduate School of
1101 East 58th Street Business; business consultant; director,
Chicago, Illinois 60637 Irex Corporation (insulation contractor).

BOARD
NAME, BIRTHDATE, ADDRESS AND MEMBER PRINCIPAL OCCUPATION
POSITION(S) WITH THE TRUST SINCE DURING LAST FIVE YEARS
---------------------------- ------ ----------------------

CHARLES P. MCQUAID, 8/27/1953 1992 Trustee and senior vice president, Wanger
Trustee and Senior Vice President* Advisors Trust; principal and director of
227 West Monroe Street, research, Wanger Asset Management, L.P.
Suite 3000
Chicago, Illinois 60606
ROGER S. MEIER, 1/18/1926 1991 President, AMCO, Inc. (investment and real
Trustee estate management); director, Fred Meyer,
1211 S. W. Fifth Avenue Inc. (retail chain); director and advisory
Portland, Oregon 97204 board member, Key Bank of Oregon (banking);
chairman of Investment Council and member
of Committee of Legacy Systems (hospital);
executive director and chairman of
investment committee, Portland Art Museum.
ADOLPH MEYER, JR., 11/26/1923 1970 President, Gulco Corp. (leather
Trustee manufacturer).
1511 West Webster Avenue
Chicago, Illinois 60614

OFFICERS

NAME, BIRTHDATE, ADDRESS AND PRINCIPAL OCCUPATION
POSITION(S) WITH THE TRUST DURING LAST FIVE YEARS
---------------------------- ----------------------

TERENCE M. HOGAN, 2/18/1962 Vice president, Wanger Advisors Trust;
Vice President principal, analyst, and portfolio manager,
227 West Monroe Street, Wanger Asset Management, L.P.
Suite 3000
Chicago, Illinois 60606
LEAH J. ZELL, 5/23/1949 Vice president, Wanger Advisors Trust;
Vice President principal, analyst, and portfolio manager,
227 West Monroe Street, Wanger Asset Management, L.P.
Suite 3000
Chicago, Illinois 60606
MARCEL P. HOUTZAGER, 10/26/1960 Vice president, Wanger Advisers Trust;
Vice President Principal, analyst, and portfolio manager,
227 West Monroe Street, Wanger Asset Management, L.P.
Suite 3000
Chicago, Illinois 60606
ROBERT A. MOHN, 9/13/1961 Vice president, Wanger Advisors Trust;
Vice President Principal, analyst and portfolio manager,
227 West Monroe Street, Wanger Asset Management, L.P.
Suite 3000
Chicago, Illinois 60606

NAME, BIRTHDATE, ADDRESS AND PRINCIPAL OCCUPATION
POSITION(S) WITH THE TRUST DURING LAST FIVE YEARS
---------------------------- ----------------------

MERRILLYN J. KOSIER, 12/10/1959 Vice president, Wanger Advisors Trust;
Vice President and Secretary director of marketing and shareholder
227 West Monroe Street, services, Wanger Asset Management, L.P.,
Suite 3000 since September 1993; prior thereto, vice
Chicago, Illinois 60606 president of marketing, Kemper Financial
Services, Inc.
BRUCE H. LAUER, 7/22/1957 Vice president and treasurer, Wanger
Vice President and Treasurer Advisors Trust; chief administrative
227 West Monroe Street, officer, Wanger Asset Management, L.P.
Suite 3000 since April 1995; prior thereto, first vice
Chicago, Illinois 60606 president, investment accounting, Kemper
Financial Services, Inc.
KENNETH A. KALINA, 8/4/1959 Assistant treasurer, Wanger Advisors Trust;
Assistant Treasurer Fund controller, Wanger Asset Management,
227 West Monroe Street, L.P., since September 1995; prior thereto,
Suite 3000 treasurer of the Stein Roe Mutual Funds.
Chicago, Illinois 60606

- --------
* Messrs. McQuaid and Wanger are trustees who are "interested persons" of
Acorn as defined in the Investment Company Act of 1940, and of WAM.
Messrs. Harris, Lorie, and Wanger are members, and Mr. McQuaid is an
alternate member, of the executive committee of Acorn's board of trustees,
which has authority during intervals between meetings of the board of
trustees to exercise the powers of the board, with certain exceptions. As
of June 30, 1997, no officer or trustee of Acorn owned beneficially
greater than 1% of the outstanding shares of any Fund.

DISTRIBUTION OF SHARES OF THE FUNDS

Shares of the Funds are distributed by WAM Brokerage Services, L.L.C., 227
West Monroe Street, Suite 3000, Chicago, Illinois 60606 ("WAM BD"), the Trust's
distributor and principal underwriter. As distributor, WAM BD offers shares of
each Fund to investors in states where the shares are qualified for sale, at
net asset value without sales commissions or other sales loads to the investor.
In addition, no sales commission or "12b-1" payment is paid by the Funds. WAM
BD offers the Funds' shares only on a best efforts basis. WAM bears all sales
and marketing expenses, including the cost of prospectuses and other materials
used for promotional purposes by WAM BD.

MORE INFORMATION ABOUT THE MEETING

DATE OF MAILING. This proxy statement and enclosed proxy are being mailed to
shareholders on or about October , 1997.

SHAREHOLDERS. At the record date, the Funds had the following numbers of
shares outstanding:

Acorn Fund, shares
Acorn International, shares, and
Acorn USA, shares.

Of those shares, The Illinois Deferred Compensation Plan held
shares of Acorn Fund ( % of the outstanding shares);
Charles Schwab & Co., Inc. held shares of Acorn International
( % of the outstanding shares) as holder of record, but not
beneficially; and National

Financial Services Corporation held shares of Acorn USA ( %
of the outstanding shares) as holder of record, but not beneficially. [Other
5% shareholders?] No individual is known to the management to beneficially own
5% or more of the outstanding shares of the Trust at the record date.

HOW PROXIES WILL BE VOTED. All proxies solicited by the board of trustees
that are properly executed and received prior to the meeting, and which are
not revoked, will be voted at the meeting. Shares represented by those proxies
will be voted in accordance with the instructions marked on the proxy. If no
instructions are specified, shares will be voted for both proposals.

HOW PROXIES ARE BEING SOLICITED. Solicitation of proxies by personal
interview, mail, telephone and electronic mail may be made by officers and
trustees of Acorn and employees of WAM, none of whom will receive any
additional compensation for such service, and third-party solicitation agents.
All costs incurred in connection with the Meeting (including the cost of
solicitation of proxies) will be paid by Acorn. Acorn has engaged D.F. King &
Co., Inc. (referred to below as D.F. King) to assist in the solicitation of
proxies. It is anticipated that the cost of the proxy solicitation services
provided by D.F. King will be approximately $ .

You may call D.F. King toll free at 1-888-414-5566 and authorize D.F. King
to sign a proxy on your behalf. In addition, as the meeting date approaches,
you may receive a call from a representative of D.F. King if Acorn has not yet
received your vote. D.F. King may ask you for authority, by telephone or by
electronically transmitted instructions to permit D.F. King to sign a proxy on
your behalf. D.F. King will record all instructions it receives from
shareholders by telephone or electronically, and the proxies it signs in
accordance with those instructions, in accordance with the procedures set
forth below. The trustees believe those procedures are reasonably designed to
determine accurately the shareholder's identity and voting instructions.

The trustees have been advised by counsel that Massachusetts law and Acorn's
Agreement and Declaration of Trust permit voting by shareholders in accordance
with these procedures.

When soliciting a proxy by telephone, the D.F. King representative is
required to ask you for your full name, address, social security or employer
identification number, title (if the person giving the proxy is authorized to
act for an entity, such as a corporation), the number of shares of a Fund
owned and to confirm that you have received the proxy statement in the mail.
If the information you provide matches the information provided to D.F. King
by Acorn, then the D.F. King representative will explain the process. D.F.
King is not permitted to recommend to you how to vote, other than to read any
recommendation included in the proxy statement. D.F. King will record your
instructions and transmit them to the official tabulator and, within 72 hours,
send you a letter or mailgram to confirm your vote. That letter will also ask
you to call D.F. King immediately if the confirmation does not reflect your
instructions correctly.

If you wish to participate in the Meeting, but do not wish to give a proxy
by telephone, you can still submit the proxy card received with the proxy
statement or attend in person. You can revoke any proxy, whether given in
writing or by telephone, in accordance with the procedures outlined below
under "Revoking a Proxy."

REVOKING A PROXY. At any time before it has been voted, you may revoke your
proxy by: (1) sending a letter saying that you are revoking your proxy to the
Vice President and Secretary of Acorn Investment Trust at the Trust's offices
located at 227 West Monroe Street, Suite 3000, Chicago, Illinois 60606; (2)
properly executing a later-dated proxy; (3) attending the meeting, requesting
return of any previously delivered proxy and voting in person; or (4) if you
authorized D.F. King to execute a proxy on your behalf, by calling D.F. King
toll free at 1-888-414-5566 and revoking that authorization.

QUORUM, VOTING AT THE MEETING AND ADJOURNMENT. Shareholders of each Fund
will vote separately on Proposals 1 and 2.

Approval of Proposal 1 for a Fund will require the affirmative vote of the
lesser of (a) 67 percent or more of the voting shares of that Fund present at
the meeting, if the holders of more than 50 percent of the outstanding voting
shares of that Fund are present or represented by proxy, or (b) more than 50
percent of the outstanding voting shares of that Fund. Abstentions and broker
non-votes will have the practical effect of a "No" vote if adoption of
Proposal 1 is to be determined pursuant to item (a) and will have no effect on
the outcome of the vote if adoption of Proposal 1 is to be determined pursuant
to item (b).

Approval of Proposal 2 for a Fund will require the affirmative vote of a
majority of the shares of that Fund represented at the Meeting in person or by
proxy, if a quorum is present. Abstentions and broker non-votes will have the
practical effect of a "No" vote on Proposal 2.

Thirty percent of the shares entitled to vote present in person or
represented by proxy constitutes a quorum for the transaction of business at
the meeting. On proposals for which shareholders of a Fund vote separately,
thirty percent of the shares of the Fund entitled to vote at the meeting
present in person or represented by proxy constitutes a quorum of that Fund.
For purposes of determining the presence or absence of a quorum and for
determining whether sufficient votes have been received for approval of any
matter to be acted upon at the meeting, abstentions and broker non-votes will
be treated as shares that are present at the meeting but have not been voted.

If a quorum is not present in person or by proxy at the meeting, or if a
quorum is present at the meeting but not enough votes to approve a proposal
are received, the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation of proxies. Any
proposal for adjournment for a Fund will require the vote of a majority of the
shares of that Fund represented at the meeting in person or by proxy. A vote
may be taken on one of the proposals in this proxy statement before
adjournment if a quorum is present and sufficient votes have been received for
approval.

OTHER MATTERS

The board of trustees of Acorn knows of no other matters that are intended
to be brought before the meeting. If other matters are presented for action,
the proxies named in the enclosed form of proxy will vote on those matters in
their sole discretion.

SHAREHOLDER PROPOSALS

Acorn is not required, and does not intend, to hold annual meetings of
shareholders. Therefore, no date can be given by which a proposal by a
shareholder for consideration at such a meeting must be submitted. Any such
proposal should be submitted in writing to the Secretary of the Trust at its
principal offices at 227 West Monroe Street, Suite 3000, Chicago, Illinois
60606-5016. Upon submitting a proposal, the shareholder shall provide the
Trust with a written notice which includes the shareholder's name and address,
the number of Shares of each Fund that such shareholder holds of record or
beneficially, the dates upon which such Shares were acquired, and documentary
support for a claim of beneficial ownership.

By order of the Board of Trustees,

Merrillyn J. Kosier
Vice President and Secretary

October , 1997

EXHIBIT A

INVESTMENT ADVISORY 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"), and WANGER ASSET MANAGEMENT, L.P., a
Delaware limited partnership registered under the Investment Advisers Act of
1940 as an investment adviser ("WAM"), agree that:

1. ENGAGEMENT OF WAM. Acorn appoints WAM to furnish investment advisory and
other services to Acorn for its series designated Acorn Fund, Acorn
International and Acorn USA (each, a "Fund"), and WAM accepts that
appointment, for the period and on the terms set forth in this agreement.

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.

2. SERVICES OF WAM.

(a) INVESTMENT MANAGEMENT. Subject to the overall supervision and control of
Acorn's board of trustees (the "Board"), WAM shall have supervisory
responsibility for the general management and investment of the Funds' assets.
WAM shall comply with the 1940 Act and with all applicable rules and
regulations of the Securities and Exchange Commission, the provisions of the
Internal Revenue Code applicable to the Funds as regulated investment
companies, the investment policies and restrictions, portfolio transaction
policies and the other statements concerning the Funds in Acorn's agreement
and declaration of trust, bylaws, and registration statements under the 1940
Act and the Securities Act of 1933 (the "1933 Act"), and policy decisions and
procedures adopted by the Board from time to time.

WAM is authorized to make the decisions to buy and sell securities and other
assets for the Funds, to place the Funds' portfolio transactions with broker-
dealers, and to negotiate the terms of such transactions including brokerage
commissions on brokerage transactions, on behalf of the Funds. WAM is
authorized to exercise discretion within the Funds' policy concerning
allocation of its portfolio brokerage, as permitted by law, including but not
limited to section 28(e) of the Securities Exchange Act of 1934, and in so
doing shall not be required to make any reduction in its investment advisory
fees.

(b) REPORTS AND INFORMATION. WAM shall furnish to the Board periodic reports
on the investment strategy and performance of the Funds and such additional
reports and information as the Board or the officers of Acorn may reasonably
request.

(c) CUSTOMERS OF FINANCIAL INSTITUTIONS. It is understood that WAM may, but
shall not be obligated to, make payments from its own resources to financial
institutions (which may include banks, broker-dealers, recordkeepers,
administrators and others) that provide, either directly or through agents,
administrative and other services with respect to shareholders who are
customers of such institutions, including establishing shareholder accounts,
assisting Acorn's transfer agent with respect to recording purchase and
redemption transactions, advising shareholders about the status of their
accounts, current yield and dividends declared and such related services as
the shareholders or the Funds may request.

A-1

(d) CONFIDENTIALITY. WAM shall treat confidentially and as proprietary
information of Acorn all records and other information relating to Acorn or to
prior, present or potential shareholders of Acorn, and will not use such
records or information for any purpose other than in the performance of its
responsibilities and duties hereunder, except (i) after prior notification to
and approval by Acorn, (ii) when so requested by Acorn, or (iii) as required
by applicable law or regulation, provided that, in the case of any disclosure
pursuant to applicable law or regulation, WAM shall, to the extent it is
reasonably able to do so, provide Acorn with prior notice in order to allow
Acorn to contest such request, requirement or order.

(e) BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, WAM agrees to maintain records relating to its services
under this agreement, and further agrees that all records that it maintains
for Acorn are the property of Acorn and to surrender promptly to Acorn any of
such records upon Acorn's request. WAM further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 3la-1 under the 1940 Act.

(f) STATUS OF WAM. WAM shall for all purposes herein be deemed to be an
independent contractor and not an agent of Acorn and shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent
Acorn in any way. WAM agrees to notify the Trust promptly of any change in the
identity of WAM's general partner.

3. EXPENSES TO BE PAID BY TRUST. Except as otherwise provided in this
agreement or any other contract to which Acorn is a party, Acorn shall pay all
expenses incidental to its organization, operations and business, including,
without limitation:

(a) all charges of depositories, custodians, sub-custodians and other
agencies for the safekeeping and servicing of its cash, securities and
other property and of its transfer agents and registrars and its dividend
disbursing and redemption agents, if any;

(b) all charges of its administrator, if any;

(d) all compensation of trustees other than those affiliated with WAM or
Acorn's administrator, if any, and all expenses incurred in connection with
their services to Acorn;

(e) all expenses of preparing, printing and distributing notices, proxy
solicitation materials and reports to shareholders of the Funds;

(f) all expenses of meetings of shareholders of the Funds;

(g) all expenses of registering and maintaining the registration of Acorn
under the 1940 Act and of shares of the Funds under the 1933 Act, including
all expenses of preparation, filing and printing of annual or more frequent
revisions of the Funds' registration statements under the 1940 Act and 1933
Act, and of supplying each then existing shareholder or beneficial owner of
shares of the Funds of a copy of each revised prospectus or supplement
thereto, and of supplying a copy of the statement of additional information
upon request to any then existing shareholder;

(h) all costs of borrowing money;

(i) all expenses of publication of notices and reports to shareholders
and to governmental bodies or regulatory agencies;

(j) all taxes and fees payable to federal, state or other governmental
agencies, domestic or foreign, and all stamp or other taxes;

(k) all expenses of printing and mailing certificates for shares of a
Fund;

(l) all expenses of bond and insurance coverage required by law or deemed
advisable by the Board;

A-2

(m) all expenses of qualifying and maintaining qualification of, or
providing appropriate notification of intention to sell relating to, shares
of the Funds under the securities laws of the various states and other
jurisdictions, and of registration and qualification of Acorn under any
other laws applicable to Acorn or its business activities;

(n) all fees, dues and other expenses related to membership of Acorn in
any trade association or other investment company organization; and

(o) any extraordinary expenses.

In addition to the payment of expenses, Acorn shall also pay all brokers'
commissions and other charges relating to the purchase and sale of portfolio
securities for each Fund.

4. ALLOCATION OF EXPENSES PAID BY ACORN. Any expenses paid by Acorn that are
attributable solely to the organization, operation or business of a Fund or
Funds shall be paid solely out of the assets of that Fund or Funds. Any
expense paid by Acorn that is not solely attributable to a Fund or Funds, nor
solely to any other series of Acorn, shall be apportioned in such manner as
Acorn or Acorn's administrator determines is fair and appropriate, or as
otherwise specified by the Board.

5. EXPENSES TO BE PAID BY WAM. WAM shall furnish to Acorn, at WAM's own
expense, office space and all necessary office facilities, equipment and
personnel required to provide its services pursuant to this agreement. WAM
shall also assume and pay all expenses of marketing shares of the Funds and
all expenses of placement of securities orders and related bookkeeping.

6. COMPENSATION OF WAM. For the services to be rendered and the expenses to
be assumed 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:

ACORN FUND

ASSETS RATE OF FEE
------ -----------

First $700 million............................................ 0.75%
$700 million to $2 billion.................................... 0.70%
In excess of $2 billion....................................... 0.65%

ACORN INTERNATIONAL

ASSETS RATE OF FEE
------ -----------

First $100 million............................................ 1.20%
$100 million to $500 million.................................. 0.95%
In excess of $500 million..................................... 0.75%

ACORN USA

ASSETS RATE OF FEE
------ -----------

First $200 million............................................ 0.95%
In excess of $200 million..................................... 0.90%

The fees attributable to each Fund shall be a separate charge to such Fund and
shall be the several (and not joint or joint and several) obligation of each
such Fund.

7. SERVICES OF WAM NOT EXCLUSIVE. The services of WAM to Acorn under this
agreement are not exclusive, and WAM shall be free to render similar services
to others so long as its services under this agreement are not impaired by
such other activities.

A-3

8. SERVICES OTHER THAN AS ADVISER. Within the limits permitted by law, WAM
may receive compensation from Acorn for other services performed by it for
Acorn which are not within the scope of the duties of WAM under this
agreement, including the provision of brokerage services.

9. STANDARD OF CARE. To the extent permitted by applicable law, neither WAM
nor any of its partners, officers, agents or employees shall be liable to
Acorn or its shareholders for any loss suffered by Acorn or its shareholders
as a result of any error of judgment, or any loss arising out of any
investment, or as a consequence of any other act or omission of WAM in the
performance of its duties under this agreement, except for liability resulting
from willful misfeasance, bad faith or gross negligence on the part of WAM, or
by reason of reckless disregard by WAM of its obligations and duties under
this agreement.

10. EFFECTIVE DATE, DURATION AND RENEWAL. This agreement shall become
effective on January 1, 1998. Unless terminated as provided in Section 11,
this agreement shall continue in effect as to a Fund until June 30, 1999 and
thereafter from year to year only so long as such continuance is specifically
approved at least annually (a) by a majority of those trustees who are not
interested persons of Acorn or of WAM, voting in person at a meeting called
for the purpose of voting on such approval, and (b) by either the Board or
vote of the holders of a "majority of the outstanding shares" of that Fund
(which term as used throughout this agreement shall be construed in accordance
with the definition of "vote of a majority of the outstanding voting
securities of a company" in section 2(a)(42) of the 1940 Act).

11. TERMINATION. This agreement may be terminated as to a Fund at any time,
without payment of any penalty, by the Board, or by a vote of the holders of a
majority of the outstanding shares of that Fund, upon 60 days' written notice
to WAM. This agreement may be terminated by WAM at any time upon 60 days'
written notice to Acorn. This agreement shall terminate automatically in the
event of its assignment (as defined in Section 2(a)(4) of the 1940 Act).

12. AMENDMENT. This agreement may not be amended as to a Fund without the
affirmative vote (a) of a majority of those trustees who are not "interested
persons" (as defined in section 2(a)(19) of the 1940 Act) of Acorn or of WAM,
voting in person at a meeting called for the purpose of voting on such
approval, and (b) of the holders of a majority of the outstanding shares of
that Fund.

13. NON-LIABILITY OF TRUSTEES AND SHAREHOLDERS. All obligations 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.

A-4

14. NOTICES. Any notice, demand, change of address or other communication to
be given in connection with this agreement shall be given in writing and shall
be given by personal delivery, by registered or certified mail or by
transmittal by facsimile or other electronic medium addressed to the recipient
as follows:

If to WAM: Wanger Asset Management, L.P.
Attention: Ralph Wanger
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606
Telephone: 312 634-9200
Facsimile: 312 634-0016
If to Acorn: Acorn Investment Trust
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606
Telephone: 312 634-9200
Facsimile: 312 634-1919
with a copy to:
Bell, Boyd & Lloyd
Attention: Janet D. Olsen
Three First National Plaza, Suite 3300
Chicago, Illinois 60602
Telephone: 312/372-1121
Facsimile: 312/372-2098

All notices shall be conclusively deemed to have been given on the day of
actual delivery thereof and, if given by registered or certified mail, on the
fifth business day following the deposit thereof in the mail and, if given by
facsimile or other electronic medium, on the day of transmittal thereof.

15. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Illinois and the laws of the United
States of America applicable to contracts executed and to be performed therein.

Dated: December 31, 1997

Acorn Investment Trust

By ___________________________________
Ralph Wanger, President

Wanger Asset Management, L.P.
By Wanger Asset Management, Ltd.,
Its General Partner

By ___________________________________
Ralph Wanger, President

A-5

EXHIBIT B

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 WANGER 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;

B-1

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.

(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.

B-2

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 1940 Act) of that Fund, or by
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:Wanger Asset Management, L.P. Attention: Ralph Wanger 227 West
Monroe Street, Suite 3000 Chicago, Illinois 60606 Telephone: 312 634-
9200 Facsimile: 312 634-1919

If to Acorn: Acorn Investment Trust
227 West Monroe Street, Suite 3000 Chicago, Illinois 60606 Telephone: 312
634-9200 Facsimile: 312 634-0016

with a copy to:

Bell, Boyd & Lloyd
Attention: Janet D. Olsen Three First National Plaza, Suite 3300 Chicago,
Illinois 60602 Telephone: 312 372-1121 Facsimile: 312 372-2098

B-3

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: December 31, 1997

Acorn Investment Trust
By
Ralph Wanger,
President
Wanger Asset Management, L.P.
By Wanger Asset Management, Ltd.,
Its General Partner
By
Ralph Wanger,
President

B-4

SCHEDULE A
to the Administration Agreement
between
Acorn Investment Trust
and
Wanger Asset Management, L.P.
FUNDS TO WHICH THE ADMINISTRATION AGREEMENT IS APPLICABLE

Acorn Fund
Acorn International
Acorn USA

Dated: December 31, 1997

Acorn Investment Trust
By
Ralph Wanger,
President
Wanger Asset Management, L.P.
By Wanger Asset Management, Ltd.,
Its General Partner
By
Ralph Wanger,
President

B-5

PROXY ACORN FUND
- --------------------------------------------------------------------------------

Special Meeting of Shareholders - December 9, 1997
This Proxy is Solicited on Behalf of the Board of Trustees

The undersigned hereby appoints RALPH WANGER, CHARLES P. McQUAID AND MERRILLYN
J. KOSIER and each or any of them, as proxies, with full power of substitution,
to vote all shares of Acorn Fund represented by this proxy which the undersigned
is entitled to vote at the Special Meeting of Shareholders to be held on
December 9, 1997, and at any adjournments thereof, with all powers the
undersigned would possess if personally present at such meeting.

The board of trustees recommends a Vote FOR Proposals 1 and 2.

1. Approval of a proposed new Investment Advisory Agreement between Acorn
Investment Trust and Wanger Asset Management, L.P. relating to each of
Acorn Fund, Acorn International and Acorn USA.

FOR _______ AGAINST _______ ABSTAIN _______

2. Ratification of selection of Ernst & Young LLP as the Funds' independent
public accountants for the fiscal year ending December 31, 1997.

FOR _______ AGAINST _______ ABSTAIN _______

3. In their sole discretion on any other matters properly coming before the
meeting or any adjournment or adjournments thereof.

(Please DATE AND SIGN on the reverse side
and return this proxy promptly in the enclosed envelope.)

(continued from reverse side)

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
FOR Proposal 1, FOR Proposal 2, and in the sole discretion of the Proxies upon
such other business as may properly come before the meeting or any adjournment
or adjournments thereof.

Dated__________________________,1997

------------------------------------------------
Signature

------------------------------------------------
Signature if held jointly

IMPORTANT: Please date and sign exactly as your name appears hereon. When
signing as executor, administrator, trustee, agent, attorney, guardian, or
corporate officer, please set forth your full title. Joint owners must each
sign.

PROXY ACORN INTERNATIONAL
- --------------------------------------------------------------------------------

Special Meeting of Shareholders - December 9, 1997
This Proxy is Solicited on Behalf of the Board of Trustees

The undersigned hereby appoints RALPH WANGER, CHARLES P. McQUAID AND MERRILLYN
J. KOSIER and each or any of them, as proxies, with full power of substitution,
to vote all shares of Acorn International represented by this proxy which the
undersigned is entitled to vote at the Special Meeting of Shareholders to be
held on December 9, 1997, and at any adjournments thereof, with all powers the
undersigned would possess if personally present at such meeting.

The board of trustees recommends a Vote FOR Proposals 1 and 2.

1. Approval of a proposed new Investment Advisory Agreement between Acorn
Investment Trust and Wanger Asset Management, L.P. relating to each of
Acorn Fund, Acorn International and Acorn USA.

FOR _______ AGAINST _______ ABSTAIN _______

2. Ratification of selection of Ernst & Young LLP as the Funds' independent
public accountants for the fiscal year ending December 31, 1997.

FOR _______ AGAINST _______ ABSTAIN _______

3. In their sole discretion on any other matters properly coming before the
meeting or any adjournment or adjournments thereof.

(Please DATE AND SIGN on the reverse side
and return this proxy promptly in the enclosed envelope.)

(continued from reverse side)

Dated__________________________,1997

------------------------------------------------
Signature

------------------------------------------------
Signature if held jointly

PROXY ACORN USA
- --------------------------------------------------------------------------------

Special Meeting of Shareholders - December 9, 1997
This Proxy is Solicited on Behalf of the Board of Trustees

The undersigned hereby appoints RALPH WANGER, CHARLES P. McQUAID AND MERRILLYN
J. KOSIER and each or any of them, as proxies, with full power of substitution,
to vote all shares of Acorn USA represented by this proxy which the undersigned
is entitled to vote at the Special Meeting of Shareholders to be held on
December 9, 1997, and at any adjournments thereof, with all powers the
undersigned would possess if personally present at such meeting.

The board of trustees recommends a Vote FOR Proposals 1 and 2.

1. Approval of a proposed new Investment Advisory Agreement between Acorn
Investment Trust and Wanger Asset Management, L.P. relating to each of
Acorn Fund, Acorn International and Acorn USA.

FOR _______ AGAINST _______ ABSTAIN _______

2. Ratification of selection of Ernst & Young LLP as the Funds' independent
public accountants for the fiscal year ending December 31, 1997.

FOR _______ AGAINST _______ ABSTAIN _______

3. In their sole discretion on any other matters properly coming before the
meeting or any adjournment or adjournments thereof.

(Please DATE AND SIGN on the reverse side
and return this proxy promptly in the enclosed envelope.)

(continued from reverse side)

Dated__________________________,1997

------------------------------------------------
Signature

------------------------------------------------
Signature if held jointly