ACORN INVESTMENT TRUST, DEFS14A, 1999-08-25

ACORN INVESTMENT TRUST
DEFS14A, 1999-08-25

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<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted by
[_] Definitive Additional Materials Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

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

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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<PAGE>

IMPORTANT NEWS
For Acorn Investment Trust Shareholders

While we encourage you to read the full text of the enclosed proxy statement,
here's a brief overview of matters to be voted upon.

Q & A

Q: What am I being asked to vote "For" on this proxy?

A: This proxy contains four proposals:

1. Election of trustees
2. Acorn Fund: changes to certain investment restrictions
3. Acorn International: one investment restriction change
4. Approval of the board's selection of Ernst & Young LLP as the Trust's
independent auditors

NOTE: Proposal 2 is only for shareholders of Acorn Fund and proposal 3 is only
for shareholders of Acorn International. Shareholders of the other Acorn funds
can skip Proposals 2 and 3.

Q: What are the proposed Acorn Fund investment restriction changes?

A: There are four investment restriction changes Acorn Fund shareholders are
asked to vote on. They are proposals 2a - 2d:

a. Eliminate the Fund's investment policy regarding conflicts of interest
formerly required by a state law. This law no longer applies to the Fund
and Acorn has other policies that address potential conflicts of interest.

b. Increase the amount the Fund can borrow from banks in an emergency
(generally to meet redemptions). This proposal would allow the Fund to
borrow up to 33% of the value of its total assets, the maximum allowed by
law. This change would also permit the Fund to borrow at a floating rather
than a fixed rate of interest. Borrowing may tend to magnify changes in the
Fund's performance. The Fund will borrow only for temporary or emergency
purposes, not to make investments.

c. Conform the Fund's restriction on pledging to its restriction on borrowing.
This change would allow the Fund to give a bank lender a security interest
in the Fund's assets to secure emergency borrowing.

d. Amend the Fund's policy regarding loans. This amendment will permit the
Fund to do two things it cannot now do--invest in repurchase agreements and
lend portfolio securities.

<PAGE>

Q: What about the Acorn International investment restriction change?

A. A "For" vote will increase the amount the Fund can borrow from banks in an
emergency (generally to meet redemptions). This proposal would allow the
Fund to borrow up to 33% of the value of its total assets, the maximum
allowed by law. Borrowing may tend to magnify changes in the Fund's
performance. The Fund will borrow only for temporary or emergency purposes,
not to make investments.

Q: How does the board of trustees recommend shareholders vote on these
proposals?

A: The board of trustees recommends that shareholders vote "FOR" each of the
proposals. The board believes that each of these proposals is in the best
interests of the Funds and their shareholders.

Q: How can I vote my proxy?

A: For your convenience, there are several ways you can vote your proxy:

. By Mail: Vote, sign and return the enclosed proxy card
. By Telephone
. By Internet
. In Person: Sept. 28, 1999. 9 a.m. Central time. Bank One Auditorium. 38 S.
Dearborn St., Plaza level. Chicago, IL 60602

For specific instructions on how to vote via telephone or the Internet, see your
proxy card. It is important that you vote your proxy. It costs the Funds a
significant amount of money to solicit proxies again. The deadline for
submitting proxies is September 28, 1999. Please help us keep the costs of this
proxy solicitation reasonable by voting today.
<PAGE>

Acorn Investment Trust
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606-5016

August 20, 1999

Dear Shareholder:

You are cordially invited to attend a special meeting of shareholders of
Acorn Investment Trust which will be held on Tuesday, September 28, 1999, at 9
a.m. Central time, at Bank One Auditorium (formerly First Chicago Center), 38
S. Dearborn Street, Plaza Level, Chicago, Illinois 60602.

Among the matters scheduled for consideration at the meeting are the
election of the trustees named in the attached proxy statement, and the
approval of changes in certain fundamental investment restrictions for Acorn
Fund and Acorn International, as more fully discussed in the proxy statement.

Your vote is important. Please take the time to familiarize yourself with
the Proposals. Then, 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.

If you prefer, you may also vote by telephone (800-848-3410) or via the
Internet in accordance with the instructions set forth on the proxy card.
Please call our proxy solicitor, D. F. King & Co., at 800-848-3410 with any
questions about voting.

Sincerely,

/s/ Irvin B. Harris
Irving B. Harris
Chairman of the Board
<PAGE>

Acorn Investment Trust
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606-5016

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Tuesday, September 28, 1999

A special meeting of shareholders of Acorn Investment Trust ("Acorn" or the
"Trust") will be held at the Bank One Auditorium (formerly First Chicago
Center), 38 S. Dearborn Street, Plaza Level, Chicago, Illinois 60602, at 9:00
a.m., Central time, on Tuesday, September 28, 1999. At the meeting,
shareholders will be asked to vote on the following proposals:

1. To elect 12 trustees;

2. [for Acorn Fund shareholders only] To approve changes in Acorn Fund's
fundamental investment restrictions relating to borrowing, pledging
securities, making loans and potentially conflicting investments;

3. [for Acorn International shareholders only] To approve a change in
Acorn International's fundamental investment restriction relating
to borrowing;

4. To ratify the selection of Ernst & Young LLP as the Trust's indepen-
dent public accountants for the fiscal year ending December 31,
1999; and

5. To transact any other business that properly comes before the meet-
ing.

Shareholders of record as of the close of business on August 1, 1999 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
August 20, 1999.

By Order of the Board of Trustees,

/s/ Steven A. Radis
Steven A. Radis
Secretary

August 20, 1999
Chicago, Illinois

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

Acorn Investment Trust
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606-5016

Proxy Statement

Special Meeting of Shareholders
September 28, 1999

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, permitting your shares of Acorn Fund, Acorn International, Acorn
USA, Acorn Twenty or Acorn Foreign Forty to be voted at the meeting, even if
you cannot attend the meeting in person. The meeting will be held at the Bank
One Auditorium (formerly First Chicago Center), 38 S. Dearborn Street, Plaza
Level, Chicago, Illinois 60602, at 9 a.m. Central time, on Tuesday, September
28, 1999 (called the "Meeting"). Shareholders of record at the close of
business on August 1, 1999 (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, 1998. If you would like another copy of the
annual report, please write to Acorn at the address shown at the top of this
page or call Acorn at 800-922-6769. The report 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, Acorn
USA, Acorn Twenty and Acorn Foreign Forty are referred to individually as a
"Fund" and together as the "Funds."

1
<PAGE>

SUMMARY OF PROPOSALS

This proxy statement covers four Proposals--the election of trustees, the
approval of changes to certain fundamental investment restrictions for Acorn
Fund, the approval of a change to one fundamental investment restriction for
Acorn International, and the ratification of the board's selection of Ernst &
Young LLP as the Trust's independent auditors. The shareholders of all Funds
will vote on the election of trustees and ratification of the selection of
auditors. The shareholders of Acorn Fund and Acorn International will vote
separately on the changes to investment restrictions affecting each Fund, as
shown in the table below:

<TABLE>
<CAPTION>
Fund
----------------------------------------
Acorn
Acorn Acorn Acorn Acorn Foreign
Proposal Fund International USA Twenty Forty
-------- ----- ------------- ----- ------ -------
<S> <C> <C> <C> <C> <C>
1. Election of Trustees............... X X X X X
2. Changes to Acorn Fund's Fundamental
Investment Restrictions............ X
3. Change to Acorn International's
Fundamental Investment
Restrictions....................... X
4. Ratification of Ernst & Young LLP
as the Trust's Independent
Auditors........................... X X X X X
</TABLE>

2
<PAGE>

PROPOSAL 1
ELECTION OF TRUSTEES

The persons named on the accompanying proxy card intend to vote at the
meeting (unless otherwise directed) FOR the election of the 12 nominees named
below as trustees of the Trust. Eleven of the nominees currently serve as
trustees. Each nominee has been recommended by the nominating committee of the
board of trustees and each nomination was unanimously approved by the board of
trustees.

The nominating committee will also consider nominees recommended by
shareholders to serve as trustees provided that shareholders submitting such
recommendations comply with all applicable provisions of Rule 14a-8 under the
Securities Exchange Act of 1934 (the "Exchange Act").

Each trustee will be elected to hold office until the next meeting of
shareholders or until his or her successor is elected and qualified. Each
nominee has consented to being named herein and indicated his or her
willingness to serve if elected. If any such nominee is unable to serve
because of an event not now anticipated or for good reason becomes unwilling
to serve, the persons named as proxies may vote for another person designated
by the board of trustees.

The following table sets forth each nominee's position(s) with the Trust,
date of birth, principal occupation or employment during the past five years,
directorships and trusteeships and the date on which he or she first became a
trustee of Acorn (or a director of Acorn's predecessor).

Name and Position(s) Principal Occupation of
Date of Birth with the Employment and
Trust Directorships/Trusteeships

Irving B. Trustee and Chairman of the executive
Harris Chairman of committee and director,
8/4/1910 the Board Pittway Corporation (multi-
since 1970 product manufacturer and
publisher); Chairman, William
Harris Investors, Inc.
(investment adviser);
Chairman, The Harris
Foundation (charitable
foundation).

Ralph Wanger* Trustee and Trustee and president, Wanger
6/21/1934 President Advisors Trust; Principal and
since 1970 portfolio manager, Wanger
Asset Management, L.P.;
Director, Wanger Investment
Company plc.

3
<PAGE>

Name and Position(s) Principal Occupation of
Date of Birth with the Employment and
Trust Directorships/Trusteeships

James H. Trustee and Retired; Eli B. and Harriet B.
Lorie Vice Chairman Williams Professor of Business
2/23/1922 of the Board Administration Emeritus,
since 1970 University of Chicago Graduate
School of Business; Director,
Thornburg Mortgage Asset Corp.
(REIT) and Santa Fe Natural
Tobacco.

Leo A. Trustee since Vice chairman, Pittway
Guthart 1994 Corporation (multi-product
9/26/1937 manufacturer and publisher);
Chief executive officer,
Pittway Corporation's Security
Group of Companies which
include ADEMCO (manufacturer
of alarm equipment), ADI
(distributor of security
equipment), Fire Burglary
Instruments (supplier of
security control panels),
First Alert Professional
(alarm dealers), Alarm Net
(cellular radio service) and
Cylink Corporation (supplier
of encryption equipment)
(chairman of Cylink);
Director, AptarGroup, Inc.
(producer of dispensing
valves, pumps and closures);
Chairman of the board of
trustees, Hofstra University.

Jerome Kahn, Jr. Trustee since President, William Harris
4/13/1934 1987 Investors, Inc. (investment
adviser); Director, Pittway
Corporation (multi-product
manufacturer and publisher).

Steven N. Kaplan Nominee Neubauer Family Professor of
12/21/1959 Entrepreneurship and Finance,
University of Chicago Graduate
School of Business; Director,
ImageMax.

4
<PAGE>

Name and Position(s) Principal Occupation of
Date of Birth with the Employment and
Trust Directorships/Trusteeships

David C. Kleinman Trustee since Adjunct professor of strategic
10/12/1935 1972 management, University of
Chicago Graduate School of
Business; Business consultant;
Chairman of the Board, Irex
Corporation (insulation
contractor); Director, Sonic
Foundry, Inc. (software);
FirstCom Corp. (competitive
local exchange carrier);
Organics Management Company
(organic waste processor);
Wisconsin Paper & Products
(paper merchant); Plymouth
Tube Company (seamless and
welded metal tubing); Member
of the advisory board, DSC
Logistics Company (warehousing
and logistics services).

Charles P. McQuaid* Trustee and Trustee and Senior Vice
8/27/1953 Senior Vice President, Wanger Advisors
President Trust; Principal, portfolio
since 1992 manager and director of
research, Wanger Asset
Management, L.P.

Roger S. Trustee since CEO and Chairman of the Board,
Meier 1991 AMCO, Inc. (investment and
1/18/1926 real estate management);
President, AMCO, Inc. 1986-
1999; Director and advisory
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.

Allan B. Muchin Trustee since Partner, Katten, Muchin &
1/10/1936 1998 Zavis (law firm); Director,
Alberto-Culver Company
(toiletries).

5
<PAGE>

Name and Position(s) Principal Occupation of
Date of Birth with the Employment and
Trust Directorships/Trusteeships

Robert E. Nason Trustee since Consultant and private
7/26/1936 1998 investor; Director, Fairfax
Insurance Limited (privately
owned insurance company); from
1990-1998, Executive partner,
chief executive officer and
member of the executive
committee of Grant Thornton
LLP (public accounting firm)
and member of the policy board
of Grant Thornton
International.

Katherine Schipper Trustee since Eli B. and Harriet B. Williams
10/04/1949 1998 Professor of Accounting, KPMG
Peat Marwick Faculty Research
Scholar and Director of the
Institute of Professional
Accounting, University of
Chicago Graduate School of
Business; Visiting Professor
at Fuqua School of Business,
Duke University, in the
academic year 1999-2000.

The address of Messrs. Harris and Kahn is Two North LaSalle Street,
Suite 400, Chicago, Illinois 60602; the address of Messrs. Wanger and McQuaid
is 227 West Monroe Street, Suite 3000, Chicago, Illinois 60606; the address of
Messrs. Lorie, Kleinman and Kaplan and of Ms. Schipper is 1101 East 58th
Street, Chicago, Illinois 60637; the address of Mr. Guthart is 165 Eileen Way,
Syosset, New York 11791; the address of Mr. Meier is 1211 S.W. Fifth Avenue,
Portland, Oregon 97204; the address of Mr. Muchin is 525 West Monroe Street,
Suite 1600, Chicago, Illinois 60661; and the address of Mr. Nason is 567
Rockefeller Road, Lake Forest, Illinois 60045.

Committees of the Board of Trustees. Acorn's board of trustees currently has
five standing committees:

. Executive Committee. Messrs. Harris, Lorie, and Wanger* are members, and
Mr. McQuaid* is an alternate member, of the executive committee, which has
authority during intervals between meetings of the board of trustees to
exercise the powers of the board, with certain exceptions.
- ---------
* Mr. Wanger and Mr. McQuaid are trustees who are interested persons of
Acorn as defined in the Investment Company Act of 1940, and of WAM.

6
<PAGE>

. Audit Committee. Messrs. Kleinman and Nason and Ms. Schipper serve on the
audit committee of the board of trustees. The audit committee recommends
independent auditors to the trustees, monitors the auditors' performance,
reviews the results of each Fund's audit and responds to other matters
deemed appropriate by the board of trustees.

. Pricing Committee. Messrs. Wanger*, Harris and McQuaid* are members, and
Messrs. Guthart and Lorie are alternate members, of the pricing committee
of the board of trustees. The pricing committee determines valuations of
portfolio securities held in any Fund in instances in which the routine
valuation procedures adopted by the board of trustees do not produce a
fair value.

. Investment Advisory Agreements Committee. Messrs. Meier, Guthart, Kahn,
Kleinman and Muchin are members of the investment advisory agreement
committee of the board of trustees, which makes recommendations to the
board of trustees regarding the continuation or amendment of the
investment advisory agreements between the Trust and WAM.

. Nominating Committee. Messrs. Lorie, Harris, McQuaid,* Meier, Muchin,
Nason and Wanger* serve on the nominating committee of the board of
trustees, which considers and recommends candidates for election to the
board of trustees.

During the fiscal year ended December 31, 1998, the board of trustees held
six meetings, the audit committee held three meetings, the pricing committee
held four meetings and the nominating committee held three meetings. The
executive committee and the investment advisory agreements committee did not
meet. All of the trustees and committee members then serving attended at least
75% of the meetings of the board of trustees or applicable committee, if any,
held during the fiscal year ended December 31, 1998.

Officers. Mr. Wanger is president and Mr. McQuaid is senior vice president
of Acorn. The table of trustees beginning on page 3 gives more information
about Mr. Wanger and Mr. McQuaid. The following table lists the name, date of
birth, position(s) with the Trust and business history for the past five years
of each of the Trust's other officers. Each officer serves until his successor
is chosen and qualified or until his resignation or removal by the board of
trustees. The business address of all officers of the Trust is 227 West Monroe
Street, Suite 3000, Chicago, Illinois 60606.
- ---------
* Mr. Wanger and Mr. McQuaid are trustees who are interested persons of
Acorn as defined in the Investment Company Act of 1940, and of WAM.

7
<PAGE>

Name and Position(s) Principal Occupation(s)
Date of Birth Held with During Past Five Years
the Trust

Margaret M. Vice Principal since January 1,
Forster President 1999, and analyst and
1/28/1960 portfolio manager since 1994,
Wanger Asset Management, L.P.;
assistant professor of
finance, Kellogg Graduate
School of Management,
Northwestern University, 1993-
1994.

Marcel P. Houtzager Vice Principal, analyst and
10/26/1960 President portfolio manager, Wanger
Asset Management, L.P.; Vice
President, Wanger Advisors
Trust.

Kenneth A. Kalina Assistant Fund controller, Wanger Asset
8/4/1959 Treasurer Management, L.P., since
September 1995; Assistant
Treasurer, Wanger Advisors
Trust; prior thereto,
Treasurer of the Stein Roe
Mutual Funds.

Bruce H. Lauer Vice Managing Director (since
7/22/1957 President, February 1999) and Chief
Assistant Administrative Officer (since
Secretary and April 1995), Wanger Asset
Treasurer Management, L.P.; Vice
President, Assistant Secretary
and Treasurer, Wanger Advisors
Trust; prior to April 1995,
First vice president,
investment accounting, Kemper
Financial Services, Inc.;
Director, Wanger Investment
Company plc; Director, New
Americas Small Cap Fund.

Robert A. Mohn Vice Principal since 1998, analyst
9/13/1961 President and portfolio manager, Wanger
Asset Management, L.P.; Vice
President, Wanger Advisors
Trust.

John H. Park Vice Principal since 1998, analyst
5/30/1967 President and portfolio manager, Wanger
Asset Management, L.P. (since
1993); Vice President, Wanger
Advisors Trust.

8
<PAGE>

Name and Position(s) Principal Occupation(s)
Date of Birth Held with During Past Five Years
the Trust

Steven A. Radis Secretary Managing Director, Chief
8/24/1962 Marketing Officer, Wanger
Asset Management, L.P. since
April 1999; Secretary, Wanger
Advisors Trust; Vice
President, Corporate and
Marketing Communications,
Zurich Kemper Life (January
1998-March 1999); First Vice
President, Corporate
Communications, Zurich Kemper
Investments (January 1987-
December 1997).

Mark H. Yost Vice Analyst and portfolio manager,
6/28/1963 President Wanger Asset Management, L.P.,
since October 1995; Vice
President, Wanger Advisors
Trust; prior thereto,
investment analyst, First
Chicago Corporation.

Leah J. Zell Vice Principal, analyst and
5/23/1949 President portfolio manager, Wanger
Asset Management, L.P.; Vice
President, Wanger Advisors
Trust.

Mr. Wanger and Ms. Zell are married to each other.

9
<PAGE>

Compensation of Trustees and Officers. Messrs. Wanger and McQuaid and the
other officers of the Trust do not receive any compensation from the Trust.
During 1998 the Funds paid fees aggregating $302,000 to board members who were
not affiliated with WAM. The trustees do not receive any pension or retirement
benefits from the Funds. The following table sets forth the total
compensation, (including any amounts deferred, as described below) paid by the
Trust during the fiscal year ended December 31, 1998 to each of the trustees
of the Trust:

<TABLE>
<CAPTION>
Aggregate Compensation from:
- --------------------------------------------------------------------------------
Acorn
Acorn Acorn Acorn Acorn Foreign Fund
Name of Trustee Fund International USA Twenty(+) Forty(+) Complex
- -------------------------- ------ ------------- ----- --------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Irving B. Harris.......... 60,800 27,500 2,700 0 0 $91,000
Leo A. Guthart............ 23,450 10,500 1,050 0 0 $35,000
Jerome Kahn, Jr........... 23,450 10,500 1,050 0 0 $35,000
David C. Kleinman......... 23,450 10,500 1,050 0 0 $35,000
James H. Lorie............ 23,950 10,500 1,050 0 0 $35,500
Charles P.
McQuaid.................. 0 0 0 0 0 0
Roger S. Meier............ 23,450 10,500 1,050 0 0 $35,000
Adolph
Meyer, Jr.*.............. 19,430 8,700 870 0 0 $29,000
Allan B. Muchin**......... 1,452 650 65 0 0 $ 2,167
Robert E. Nason**......... 1,452 650 65 0 0 $ 2,167
Katherine
Schipper**............... 1,452 650 65 0 0 $ 2,167
Ralph Wanger.............. 0 0 0 0 0 0
</TABLE>
- ---------
(+)Since November 23, 1998.
* Served on the Board of the Trust until December 31, 1998.
** Elected to the Board of the Trust effective December 1, 1998.

The officers and trustees affiliated with WAM serve without any compensation
from the Trust. Acorn has adopted a deferred compensation plan (the "Plan")
for its non-interested trustees. Under the Plan, the trustees who are not
"interested persons" of Acorn or WAM ("participating trustees") may defer
receipt of all or a portion of their compensation from the Trust in order to
defer payment of income taxes or for other reasons. The deferred compensation
payable to a participating trustee is credited to such trustee's deferral
account as of the business day such compensation would have been paid to such
trustee. The deferred compensation accrues income from the date of credit in
an amount equal to the amount that would have been earned had the
participating trustee invested his or her compensation in shares of one or
more of the Funds. If a participating trustee retires, such trustee may elect
to receive payments under the plan in a lump sum or in equal annual
installments over a period of five years. If a participating trustee dies, any
amount payable under the Plan will be paid to that trustee's beneficiaries.
Each Fund's obligation to make payments under the Plan is a

10
<PAGE>

general obligation of that Fund. No Fund is liable for any other Fund's
obligations to make payments under the Plan.

As of May 31, 1999, the trustees and officers of Acorn as a group owned
beneficially less than 1% of the outstanding shares of the Funds.

Required Vote. In accordance with the Trust's Agreement and Declaration of
Trust, the vote of a plurality of all of the shares of the Funds voted at the
Meeting is required to elect the nominees. Each share is entitled to one vote.

PROPOSALS 2(a) THROUGH 2(d)
CHANGES TO FUNDAMENTAL INVESTMENT RESTRICTIONS
For Shareholders of Acorn Fund Only

The board of trustees recommends that shareholders vote FOR the amendment of
certain fundamental investment restrictions for Acorn Fund.

Each of the proposed changes is described below. All of Acorn Fund's current
restrictions are set forth in Acorn's Statement of Additional Information.

Proposal 2(a)--Elimination of restriction regarding ownership of securities of
issuers in which affiliates of the Trust have invested.

Acorn Fund now has a fundamental policy that currently states that the Fund
will not:

Purchase or retain securities of a company if all of the trustees and
officers of the Trust and of its investment adviser who individually own
beneficially more than 1/2% of the securities of the company collectively
own beneficially more than 5% of such securities.

This restriction is not required by the 1940 Act, but was formerly required
by a state law that no longer applies to the Fund. The purpose of the state
law that required this restriction was to reduce conflicts of interest in the
management of mutual funds. However, the policy focused on fund investments
rather than investments by fund officers and trustees. Acorn has a code of
ethics that was adopted in accordance with the rules of the Securities and
Exchange Commission and governs the personal securities transactions of
Acorn's officers and trustees, and the employees of WAM. The board of trustees
believes that the restrictions on personal investments in the code of ethics
are a better way to prevent the occurrence of conflicts of interest.
Therefore, it is proposed that this restriction be eliminated.

11
<PAGE>

Proposal 2(b)--Amendment of restriction regarding borrowing.

Acorn Fund's existing fundamental restriction regarding borrowing is
proposed to be amended as shown below, with new language underscored and
language that will be deleted stricken through:

[The Fund will not:]

Borrow money except (a) from banks for temporary or emergency purposes
(language to be stricken out [at fixed rates of interest]) in amounts not
exceeding (language to be stricken out [10%]) 33% of the value of the
fund's assets at the time of borrowing, and (b) in connection with
transactions in options and in securities index futures.

The 1940 Act requires that a fund state a fundamental policy regarding
borrowing. As currently stated, Acorn Fund's restriction is significantly more
limiting than the requirements of the 1940 Act. The proposed amendment would
make two changes: it would allow the Fund to borrow up to 33% of the value of
its total assets, the maximum amount allowed by law, and it would permit those
borrowings to be at floating rates of interest, meaning that the rate of
interest paid by the Fund increases or decreases as prevailing interest rates
increase or decrease. As under the current restriction, any borrowings would
be from banks and would be for temporary or emergency purposes (generally to
meet redemptions).

The increase in the maximum amount of Acorn Fund's borrowings would give the
Fund more flexibility to borrow to meet its temporary or emergency cash flow
needs. Any such borrowings would be for temporary or emergency purposes, and
not for the purpose of generating cash to make investments. The ability to
borrow has the potential to create leverage, which tends to magnify changes in
the Fund's performance. To reduce the amount of leverage that may actually
exist, the Fund will repay most borrowings (leaving outstanding borrowings
equal to no more than 5% of the Fund's total assets, plus amounts the Fund is
owed for portfolio securities it has already sold) before making any new
investments.

The proposed amended restriction would eliminate the need for the Fund to
obtain loans at fixed rates of interest. Acorn currently has a line of credit
under which each of the Funds may borrow. The rate of interest on borrowings
by each of the other Funds bears interest at a floating rate; any borrowings
by Acorn Fund are at a fixed rate of interest, which could be more costly. If
the proposed amendment to the restriction on borrowing is approved, Acorn Fund
would be able to borrow at either a fixed or a floating rate of interest,
which could reduce the cost of the line of credit to Acorn Fund.

12
<PAGE>

Proposal 2(c)--Amendment of restriction regarding pledging of assets.

Acorn Fund's existing fundamental restriction regarding pledging of assets
is proposed to be amended as shown below, with new language underscored and
language that will be deleted stricken through:

[The Fund will not:]

Pledge, mortgage or hypothecate its assets, except in connection with
permitted borrowings (language to be stricken out [for temporary or
emergency purposes and then to an extent not greater than 15% of its assets
at cost, and except in connection with transactions in options and in
securities index futures]).

The proposed change to the restriction on pledging is intended to conform it
to the Fund's restriction on borrowing. The elimination of the 15% limit on
pledging will allow the Fund to give a bank lender a security interest in Fund
assets in excess of the current 15% limit to secure borrowings by the Fund, if
doing so is determined by the board of trustees to be in the best interests of
the Fund and its shareholders.

Proposal 2(d)--Amendment of restriction regarding loans.

Acorn Fund's existing fundamental policy regarding loans currently states:

It is also a fundamental policy of Acorn Fund to make loans to the
extent that investment in debt securities may be considered to constitute
the making of loans (subject to the 10% limitation stated in [the Fund's
restriction on purchasing unregistered securities]).

The proposed new restriction provides that the Fund may not:

Make loans, but this restriction shall not prevent the Fund from
(a) buying a part of an issue of bonds, debentures, or other obligations
that are publicly distributed, or from investing up to an aggregate of 15%
of its total assets (taken at market value at the time of each purchase)
in parts of issues of bonds, debentures or other obligations of a type
privately placed with financial institutions, (b) investing in repurchase
agreements, or (c) lending portfolio securities, provided that it may not
lend securities if, as a result, the aggregate value of all securities
loaned would exceed 33% of its total assets (taken at market value at the
time of such loan).

The proposed amendment will permit the Fund to do two things it cannot now
do--invest in repurchase agreements and lend portfolio securities.

A repurchase agreement is a transaction in which a fund purchases a security
from a bank or securities dealer and simultaneously agrees to re-sell

13
<PAGE>

that security to the bank or dealer at an agreed upon price on a set date.
Acorn USA, Acorn Twenty and Acorn Foreign Forty use repurchase agreements as a
way to put otherwise uninvested cash to work, and Acorn Fund expects to do the
same thing if the proposed change is approved. Repurchase agreements carry
risks related to the creditworthiness of the counterparty, but Acorn Fund
would enter into repurchase agreements only with banks and dealers WAM
believes present minimal credit risks and the obligations of the counterparty
would be fully secured. WAM periodically reviews and monitors the
creditworthiness of repurchase agreement counterparties.

The proposed new restriction would also permit Acorn Fund to loan its
portfolio securities, up to a limit of 33% of the Fund's total assets. Banks
and broker-dealers often need to borrow securities to fulfill their own
obligations and will pay the lender of the security. In a securities lending
program, the borrower's obligations are generally fully collateralized. The
lending fund generally receives any income generated by the loaned security
and retains all or part of the income earned by the invested collateral. The
lending fund can generally call the loan and regain the security to regain its
right to vote on matters affecting that security. Securities lending can
present risks if the borrower defaults, and the lending fund could incur costs
or delays in enforcing its rights.

Acorn has periodically evaluated whether lending the portfolio securities of
the Funds would be desirable and has concluded in the past that the additional
income that would be generated by a securities lending program would not
justify the administrative burden and risk. However, the board of trustees
believes that it would be desirable to have the ability to implement a
securities lending program if, at a later date, the board should determine
that doing so is in the best interests of the Fund and its shareholders.

Required Vote. Approval of each part of Proposal 2 requires the affirmative
vote of the lesser of (a) 67 percent or more of the voting shares of Acorn
Fund present at the meeting, if the holders of more than 50 percent of the
outstanding voting shares of Acorn Fund are present or represented by proxy,
or (b) more than 50 percent of the outstanding voting shares of Acorn Fund.
Shares of the other Funds are not entitled to vote on Proposal 2.

14
<PAGE>

PROPOSAL 3
CHANGE TO FUNDAMENTAL INVESTMENT RESTRICTION
For Shareholders of Acorn International Only

The board of trustees recommends that shareholders vote FOR the amendment of
Acorn International's fundamental investment restriction relating to
borrowing. All of Acorn International's current restrictions are set forth in
Acorn's Statement of Additional Information.

Acorn International's existing fundamental restriction regarding borrowing
is proposed to be amended as shown below, with new language underscored and
language that will be deleted stricken through:

[The Fund will not:]

Borrow money except (a) from banks for temporary or emergency purposes in
amounts not exceeding 33% (language to be stricken out [10%]) of the value
of the fund's total assets at the time of borrowing, and (b) in connection
with transactions in options, futures and options on futures.

The proposed language allows the Fund to borrow up to 33% of the value of
its total assets, the maximum amount allowed by law. As under the current
restriction, any borrowings would be from banks and would be for temporary or
emergency purposes (generally to meet redemptions).

The increase in the maximum amount of Acorn International's borrowings would
give the Fund more flexibility to borrow to meet its temporary or emergency
cash flow needs. Any such borrowings would be for temporary or emergency
purposes, and not for the purpose of generating cash to make investments. The
ability to borrow has the potential to create leverage, which tends to magnify
changes in the Fund's performance. To reduce the amount of leverage that may
actually exist, the Fund will repay most borrowings (leaving outstanding
borrowings equal to no more than 5% of the Fund's total assets, plus amounts
the Fund is owed for portfolio securities it has already sold) before making
any new investments.

Required Vote. Approval of Proposal 3 requires the affirmative vote of the
lesser of (a) 67 percent or more of the voting shares of Acorn International
present at the meeting, if the holders of more than 50 percent of the
outstanding voting shares of Acorn International are present or represented by
proxy, or (b) more than 50 percent of the outstanding voting shares of Acorn
International. Shareholders of the other Funds are not entitled to vote on
Proposal 3.

15
<PAGE>

PROPOSAL 4
RATIFICATION OF SELECTION OF AUDITORS

The board of trustees recommends that the shareholders of each Fund ratify
the board of trustees' selection of Ernst & Young LLP as independent public
accountants for each Fund for the fiscal year ending December 31, 1999.

For the year ended December 31, 1998, 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.

Required Vote. Approval of the selection of auditors for a Fund requires 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.

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.

16
<PAGE>

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 five
series: Acorn Fund, Acorn International, Acorn USA, Acorn Twenty and Acorn
Foreign Forty. 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. Acorn Twenty and Acorn Foreign Forty each
began operations on November 23, 1998.

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 Wanger Asset Management.

Investment Adviser

Wanger Asset Management, L.P. ("WAM"), serves as the investment adviser for
the Funds and for other institutional accounts. WAM is a limited partnership
managed by its general partner, Wanger Asset Management, Ltd. ("WAM Ltd."),
whose stockholders are Ralph Wanger, Charles P. McQuaid, Leah J. Zell, Marcel
P. Houtzager, Robert A. Mohn, John H. Park and Margaret M. Forster. Ralph
Wanger is the president of WAM Ltd. WAM is located at 227 West Monroe Street,
Suite 3000, Chicago, Illinois 60606.

Distributor

Shares of each Fund are offered for sale by WAM Brokerage Services, L.L.C.
("WAM BD") without any sales commissions, 12b-1 fees or other charges to the
Funds or their shareholders. WAM BD is wholly-owned by WAM and WAM Ltd. All
distribution expenses relating to the Funds are paid by WAM, including the
payment or reimbursement of any expenses incurred by WAM BD. WAM BD offers the
Funds' shares only on a best efforts basis. WAM BD is located at 227 West
Monroe Street, Suite 3000, Chicago, Illinois 60606.

17
<PAGE>

MORE INFORMATION ABOUT THE MEETING

Date of Mailing. This proxy statement and enclosed proxy are being mailed to
shareholders on or about August 20, 1999.

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

<TABLE>
<CAPTION>
Fund # Shares
---- ----------------
<S> <C>
Acorn Fund............................................... 181,818,414.0355
Acorn International...................................... 75,107,534.2152
Acorn USA................................................ 19,659,364.0980
Acorn Twenty............................................. 4,927,513.5380
Acorn Foreign Forty...................................... 3,725,825.4220
</TABLE>

Of those shares, the only persons known to own of record or beneficially 5% or
more of the outstanding shares of any Fund as of the record date were:

<TABLE>
<CAPTION>
Percentage of
Outstanding
Name and Address Fund Shares Held
- ---------------- ---- -------------
<S> <C> <C>
Charles Schwab & Co. Inc.(/1/) Acorn Fund 5.93%
101 Montgomery Street Acorn International 16.65%
San Francisco, CA 94104-4122 Acorn USA 16.32%
Acorn Twenty 9.48%
Acorn Foreign Forty 17.24%
National Financial Services Corp.(/1/) Acorn International 5.48%
P.O. Box 3908 Acorn USA 7.07%
Church Street Station Acorn Foreign Forty 15.08%
New York, NY 10008-3908
State of Illinois Employees Deferred Acorn Fund 10.24%
Compensation Plan(/2/)
604 Stratton Office Bldg
Springfield, IL 62706-0001
Donaldson Lufkin & Jenrette Acorn USA 5.83%
Securities Corp.(/1/)
Mutual Funds, 5th Floor
P.O. Box 2052
Jersey City, NJ 07303-2052
FirstCinco Reinvest(/1/) Acorn USA 5.87%
P.O. Box 640229
Cincinnati, OH 45264-0001
</TABLE>
- ---------
(1) Shares are held of record on behalf of customers, and not beneficially.
(2) Shares are held of record on behalf of plan participants, and not
beneficially.

18
<PAGE>

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 each proposal.

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
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; or (3) attending the Meeting, requesting return of any
previously delivered proxy and voting in person.

How You May Vote. You may vote your shares by mail (by signing and returning
the enclosed proxy card), by telephone, or over the Internet. The trustees
have been advised by counsel that Massachusetts law and Acorn's Agreement and
Declaration of Trust and Bylaws permit voting by shareholders in accordance
with these procedures.

Electronic Voting. You may give your voting instructions via the Internet or
by touchtone telephone by following the instructions set forth on the proxy
card. Management Information Services Corp. ("MIS"), which has been engaged by
Acorn to provide proxy-related services, will record your instructions and,
within 72 hours, send you a letter or mailgram to confirm your vote. That
letter will also provide you with instructions on how to proceed if the
confirmation does not reflect your voting instructions correctly.

Telephone Voting. You may give your voting instructions over the telephone
by calling 1-800-848-3410. A representative of D.F. King will answer your
call. When receiving your instructions 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.

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

19
<PAGE>

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 above. The trustees
believe those procedures are reasonably designed to determine accurately the
shareholder's identity and voting instructions.

Voting by Mail. If you wish to participate in the Meeting, but do not wish
to give a proxy by telephone or via the Internet, you can still complete, sign
and mail the proxy card received with the proxy statement or attend the
Meeting in person. You can revoke any proxy, whether given in writing, by
telephone, or electronically, in accordance with the procedures outlined above
under "Revoking a Proxy."

More Information About Proxies Will Be 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
and MIS 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 $12,500, and the cost of services provided by MIS will be
approximately $33,750, in each case plus reimbursement of reasonable expenses.

Quorum, Voting at the Meeting and Adjournment. 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.

Approval of Proposal 1 will require the affirmative vote of a plurality of
the shares of the Funds, voting together, 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 1.

Each part of Proposal 2 and Proposal 3 must be voted on separately, and
approval will require the affirmative vote of the lesser of (a) 67 percent
or more of the voting shares of the affected Fund present at the meeting, if
the holders of more than 50 percent of the outstanding voting shares of

20
<PAGE>

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 each of
Proposals 2(a)--(d) and Proposal 3 is to be determined pursuant to clause
(a) of the preceding sentence and will have no effect on the outcome of the
vote if adoption is to be determined pursuant to clause (b).

Approval of Proposal 4 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 4.

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. The
persons named as proxies intend to vote all proxies in favor of any proposal
to adjourn the Meeting. 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

21
<PAGE>

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,

/s/ Steven A. Radis
Steven A. Radis
Secretary

August 20, 1999

<PAGE>

Thank
You

For Mailing Your Proxy Card Promptly!

We appreciate your continuing support

and look forward to serving

your future investment needs
<PAGE>

The Acorn
- -----------------------
Family of Funds

WAM Brokerage Services, L.L.C.
P.O. Box 8502
Boston, MA 02266-8502
<PAGE>

VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE THE EXPENSE OF ADDITIONAL MAILINGS

Please fold and detach card at perforation before mailing

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(a-d), FOR Proposal 3 and FOR Proposal 4, 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.

The board of trustees recommends a Vote FOR Proposals 1, 2(a)-(d), 3 and 4.
Please vote by filling in the appropriate boxes below.

1. Election of Trustees:

(01) Leo A. Guthart, (02) Irving B. Harris, (03) Jerome Kahn, Jr., (04)
Steven N. Kaplan, (05) David C. Kleinman, (06) James H. Lorie, (07) Charles P.
McQuaid, (08) Roger S. Meier, (09) Allan B. Muchin, (10) Robert E. Nason, (11)
Katherine Schipper, (12) Ralph Wanger

FOR ALL ______ WITHHOLD ______

To withhold authority to vote for any individual nominee, write that nominee(s)
name on the line below.

_______________________________________________________________________________

2a. Elimination of restriction regarding ownership of securities of issuers in
which affiliates of the Trust have invested (Acorn Fund only)

FOR ______ AGAINST ______ ABSTAIN ______

2b. Amendment of restriction regarding borrowing (Acorn Fund only)

FOR ______ AGAINST ______ ABSTAIN ______

2c. Amendment of restriction regarding pledging of assets (Acorn Fund only)

FOR ______ AGAINST ______ ABSTAIN ______

2d. Amendment of restriction regarding loans (Acorn Fund only)

<PAGE>

FOR ______ AGAINST ______ ABSTAIN ______

3. Amendment to restriction regarding borrowing (Acorn International only)

4. Ratification of selection of Ernst & Young LLP as the Funds' independent
public accountants for the fiscal year ending December 31, 1999

FOR ______ AGAINST ______ ABSTAIN ______

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

ACORN
<PAGE>

ACORN INVESTMENT TRUST
________________________________________________________________
To vote by Internet:
1. Read the Proxy Statement and have your Proxy Card handy.

2. Go to www.acornfunds.com.

3. At top of Q & A, click on proxy voting link.

4. Follow the simple online instructions.
________________________________________________________________
To vote by telephone:

1. Read the Proxy Statement and have your Proxy Card handy.

2. Call toll-free 1-888-221-0697.

3. Enter the 14-digit control number found on your Proxy Card.

4. Follow the simple recorded instructions.

***CONTROL NUMBER: 999 999 999 999 99***

Please fold and detach card at perforation before mailing

FUND NAME PRINTS HERE

Special Meeting of Shareholders - September 28, 1999
This proxy is Solicited on Behalf of the Board of Trustees

The undersigned hereby appoints RALPH WANGER, CHARLES P. McQUAID, BRUCE H.
LAUER and STEVEN A. RADIS and each or any of them, as proxies, with full power
of substitution, to vote all shares of the above referenced fund represented by
this proxy which the undersigned is entitled to vote at the Special Meeting of
Shareholders to be held on September 28, 1999, and at any adjournments thereof,
with all powers the undersigned would possess if personally present at such
meeting.
Dated ________________, 1999

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.
________________________________________

________________________________________
Signature(s), (if held jointly) ACORN

<PAGE>

Internet Proxy Voting Service
Proxy Voting Form
Acorn Investment Trust
Acorn Fund

[LOGO APPEARS HERE]

I hereby appoint RALPH WANGER, CHARLES P. MCQUAID, BRUCE H. LAUER and STEVEN A.
RADIS and each or any of them, as proxies, with full power of substitution, to
vote all shares of the above referenced fund represented by this proxy which I
am entitled to vote at the Special Meeting of Shareholders to be held on
September 28, 1999, and at any adjournments thereof, with all powers I would
possess if personally present at such meeting.

This proxy when properly completed by you will be voted in the manner directed
by you. If no direction is made, this proxy will be voted FOR Proposal 1, FOR
Proposal 2(a-d), FOR Proposal 3 and FOR Proposal 4, 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.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2(a-d), 3 and 4.
- -------------------------------------------------------------------------------
When using a 'For all except' response, enter the number(s) of the nominee(s)
you wish to withhold on, separated by a comma, in the text field.

Proposal 1. Election of Trustees:
(01) Leo A. Guthart, (02) Irving B. Harris, (03) Jerome Kahn, Jr.,
(04) Steven N. Kaplan, (05) David C. Kleinman,
(06) James H. Lorie, (07) Charles P. McQuaid
(08) Roger S. Meier, (09) Allan B. Muchin, (10) Robert E. Nason,
(11) Katherine Schipper, (12) Ralph Wanger
Proposal 2a. Elimination of restriction regarding ownership of securities of
issuers in which affiliates of the Trust have invested. (Acorn
Fund only)
Proposal 2b. Amendment of restriction regarding borrowing. (Acorn Fund only)
Proposal 2c. Amendment of restriction regarding pledging of assets. (Acorn
Fund only)
Proposal 2d. Amendment of restriction regarding loans. (Acorn Fund only)
Proposal 3. Amendment to restriction regarding borrowing. (Acorn International
only)
Proposal 4. Ratification of selection of Ernst & Young LLP as the Funds'
independent public accountants for the fiscal year ending
December 31, 1999.

[_] FOR ALL [_] WITHHOLD ALL

[_] FOR ALL EXCEPT:

[_] FOR [_] AGAINST [_] ABSTAIN
[_] FOR [_] AGAINST [_] ABSTAIN
[_] FOR [_] AGAINST [_] ABSTAIN
[_] FOR [_] AGAINST [_] ABSTAIN
[_] FOR [_] AGAINST [_] ABSTAIN
[_] FOR [_] AGAINST [_] ABSTAIN

Please refer to the proxy statement for discussion of each of these matters.

To receive email confirmation, enter your email address here:
Please review your selections carefully before voting.
If you vote more than once on the same Proxy, only your last (most recent) vote
will be considered valid.

<PAGE>

Internet Proxy Voting Service
Proxy Voting Form
Acorn Investment Trust
Acorn Foreign Forty

[LOGO]

THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2(a-d), 3 and 4.
- --------------------------------------------------------------------------------
When using a "For all except" response, enter the number(s) of the nominee(s)
you wish to withhold on, separated by a comma, in the text field.

<TABLE>
<S> <C>
Proposal 1. Election of Trustees:
(01) Leo A. Guthart, (02) Irving B. Harris, (03) Jerome Kahn, Jr., (_) FOR ALL (_) WITHHOLD ALL
(04) Steve N. Kaplan, (05) David C. Kleinman,
(06) James H. Lorie, (07) Charles P. McQuaid, (_) FOR ALL EXCEPT:
(08) Roger S. Meier, (09) Allan R. Muchin, (10) Robert E. Nason,
(11) Katherine Schipper, (12) Ralph Wanger

Proposal 2a. Elimination of restriction regarding ownership of securities of
issuers in which affiliates of the Trust have invested. (Acorn Fund (_) FOR (_) AGAINST (_) ABSTAIN
only)

Proposal 2b. Amendment of restriction regarding borrowing. (Acorn Fund only) (_) FOR (_) AGAINST (_) ABSTAIN

Proposal 2c. Amendment of restriction regarding pledging of assets. (Acorn
Fund only) (_) FOR (_) AGAINST (_) ABSTAIN

Proposal 2d. Amendment of restriction regarding loans. (Acorn Fund only) (_) FOR (_) AGAINST (_) ABSTAIN

Proposal 3. Amendment of restriction regarding borrowing. (Acorn International
only) (_) FOR (_) AGAINST (_) ABSTAIN

Proposal 4. Ratification of selection of Ernst & Young LLP as the Funds'
independent public accountants for the fiscal year ending (_) FOR (_) AGAINST (_) ABSTAIN
December 31, 1999.
</TABLE>

Please refer to the proxy statement for discussion of each of these matters.

________________________________________________________________________________

<PAGE>

Internet Proxy Voting Service
Proxy Voting Form
Acorn Investment Trust
Acorn International