ACORN INVESTMENT TRUST
24F-2NT, 1997-02-26
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<PAGE>
 
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 24F-2
                       ANNUAL NOTICE OF SECURITIES SOLD
                            PURSUANT TO RULE 24f-2

            Read instructions at end of Form before preparing Form.
                             Please print or type.
- --------------------------------------------------------------------------------
  1. Name and address of issuer:  

     Acorn Investment Trust
     227 West Monroe Street
     Suite 3000
     Chicago, Illinois 60606                                 

- --------------------------------------------------------------------------------
  2. Name of each series or class of funds for which this notice is filed:

     Acorn Fund   
     Acorn International
     Acorn USA
 
- --------------------------------------------------------------------------------
  3. Investment Company Act File Number:  811-1829

     Securities Act File Number:  2-34223

- --------------------------------------------------------------------------------
  4. Last day of fiscal year for which this notice is filed:  December 31, 1996
 
- --------------------------------------------------------------------------------
  5. Check box if this notice is being filed more than 180 days after the close 
     of the issuer's fiscal year for purposes of reporting securities sold after
     the close of the fiscal year but before termination of the issuer's 24f-2
     declaration:
                                                                            [ ]
 
- --------------------------------------------------------------------------------
  6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if 
     applicable (see Instruction A.6): 

     
- --------------------------------------------------------------------------------
  7. Number and amount of securities of the same class or series which had been 
     registered under the Securities Act of 1933 other than pursuant to rule 
     24f-2 in a prior fiscal year, but which remained unsold at the beginning 
     of the fiscal year:   

     None  

- --------------------------------------------------------------------------------
  8. Number and amount of securities registered during the fiscal year other 
     than pursuant to rule 24f-2:  

     None

- --------------------------------------------------------------------------------
  9. Number and aggregate sale price of securities sold during the fiscal year:

     Acorn Fund             23,743,803 shares;      $358,315,149
     Acorn International    20,757,669 shares;       386,765,161
     Acorn USA               4,646,832 shares;        49,911,870
                                                     -----------      
                                                    $794,992,180

- --------------------------------------------------------------------------------



<PAGE>
 
- --------------------------------------------------------------------------------
  10. Number and aggregate sale price of securities sold during the fiscal year 
      in reliance upon registration pursuant to rule 24f-2:

      Acorn Fund                 23,743,803 shares;       $358,315,149      
      Acorn International        20,757,669 shares;        386,765,161
      Acorn USA                   4,646,832 shares;         49,911,870
                                                          ------------
                                                          $794,992,180 

- --------------------------------------------------------------------------------
  11. Number and aggregate sale price of securities issued during the fiscal
      year in connection with dividend reinvestment plans, if applicable (see
      Instruction B.7):

      Acorn Fund                 17,381,934 shares;       $257,124,622
      Acorn International         1,708,093 shares;         33,032,777
      Acorn USA                           0 shares;                  0
                                                          ------------
                                                          $290,157,399     

- --------------------------------------------------------------------------------
  12. Calculation of registration fee:

      (i)   Aggregate sale price of securities sold during 
            the fiscal year in reliance on rule 24f-2
            (from Item 10):                                     $794,992,180
                                                                ------------ 

      (ii)  Aggregate price of shares issued in connection 
            with dividend reinvestment plans (from Item 11, 
            if applicable):                                     +290,157,399
                                                                ------------

      (iii) Aggregate price of shares redeemed or
            repurchased during the fiscal year (if 
            applicable):                                        -601,413,797
                                                                ------------

      (iv)  Aggregate price of shares redeemed or
            repurchased and previously applied as a 
            reduction to filing fees pursuant to rule 
            24e-2 (if applicable):                              +         -0-
                                                                ------------

      (v)   Net aggregate price of securities sold 
            and issued during the fiscal year in 
            reliance on rule 24f-2 [line (i), plus line 
            (ii), less line (iii), plus line (iv)] (if
            applicable):                                         483,735,782
                                                                ------------

      (vi)  Multiplier prescribed by Section 6(b) of
            the Securities Act of 1933 or other applicable 
            law or regulation (see Instruction C.6):            x     1/3300
                                                                ------------

      (vii) Fee due [line (i) or line (v) multiplied by
            line (vi):                                          $ 146,586.60 
                                                                ============

  Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
               the form is being filed within 60 days after the close of the 
               issuer's fiscal year.  See Instruction C.3.

- --------------------------------------------------------------------------------
  13. Check box if fees are being remitted to the Commission's lockbox 
      depository as described in section 3a of the Commission's Rules of
      Informal and Other Procedures (17 CFR 202.3a).

                                                                   [X]

      Date of mailing or wire transfer of filing fees to the Commission's
      lockbox depository:  February 25, 1997

- --------------------------------------------------------------------------------
                                   SIGNATURES
      This report has been signed below by the following persons on behalf of
      the issuer and in the capacities and on the dates indicated.

      By (Signature and Title)*  /s/ Bruce H. Lauer
                               ---------------------------------
                                 Bruce H. Lauer
                                 Vice President and Treasurer
                               ---------------------------------

      Date  February 21, 1997
            -----------------

  *Please print the name and title of the signing officer below the signature.
- --------------------------------------------------------------------------------


<PAGE>
 
                              BELL, BOYD & LLOYD
                          Three First National Plaza
                      70 West Madison Street, Suite 3300
                         Chicago, Illinois 60602-4207

                                 312 372-1121
                               Fax 312 372-2098

                               February 25, 1997

Acorn Investment Trust
227 West Monroe Street, Suite 3000
Chicago, Illinois 60610

Ladies and Gentlemen:

                               Rule 24f-2 Notice
                               -----------------

          We have represented Acorn Investment Trust, a Massachusetts business 
trust (the "Trust"), in connection with the filing with the Securities and 
Exchange Commission of the Trust's Rule 24f-2 Notice for the fiscal year ended 
December 31, 1996, pursuant to Rule 24f-2 under the Investment Company Act of 
1940. In this connection, we have examined originals, or copies certified or 
otherwise identified to our satisfaction, of such documents, corporate or other 
records, certificates and other papers as we deem it necessary to examine for 
the purpose of this opinion, including the agreement and declaration of trust 
and bylaws of the Trust and resolutions of its board of trustees authorizing the
issuance of shares.

          Based upon the foregoing examination, we are of the opinion that the 
following shares of beneficial interest, without par value, of the Trust sold 
during the 1996 fiscal year in reliance upon registration pursuant to rule 24f-2
were legally issued, fully paid and nonassessable (although shareholders of the 
Trust may be subject to liability under certain circumstances as described in 
the prospectus of the Trust included in its registration statement on Form 
N-1A):

                                       Shares Sold During Period
       Series of the Trust               Pursuant to Rule 24f-2
       -------------------               ----------------------

       Acorn Fund                               41,125,737
       Acorn International                      22,465,762
       Acorn USA                                 4,646,832

          We consent to the filing of this opinion with the Trust's Rule 24f-2 
Notice. In giving this consent, we do not admit that we are in the category of 
persons whose consent is required under Section 7 of the Securities Act of 1933.

                                   Very truly yours,


                                   /s/ Bell, Boyd & Lloyd



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