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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
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2)).
[_] Definitive proxy statement.
[_] Definitive additional materials.
[X] Soliciting material under Rule 14a-12.
ACORN INVESTMENT TRUST
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(Name of Registrant as Specified In Its Charter)
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(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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Shareholder Services
Acquisition Q & A
What is this transaction all about?
Liberty Financial Companies (LFC) has entered into a definitive agreement to
acquire Wanger Asset Management, L.P., (WAM) the investment adviser to the Acorn
Funds, not the Funds themselves. The same investment professionals will continue
to manage the Acorn Funds as employees of a new LFC operating company.
How will the transaction affect me as an Acorn shareholder?
. The investment objective and portfolio manager of your Fund will not change;
. The advisory fees charged by your Fund will not change;
. Solely as the result of the transaction, the number and value of your Fund
shares will not change and you will continue to receive the same high-quality
investment management services.
Who is LFC?
LFC is an asset accumulation and management organization. It offers a broad
array of brand-name financial products through multiple distribution channels
via its highly regarded operating companies. The operating companies include
Colonial Management Associates, Crabbe Huson, Independent Financial Marketing
Group, Keyport Life Insurance Company, Liberty Funds Group, Newport Pacific
Management, Progress Investment Management and Stein Roe & Farnham. LFC manages
more than $67 billion of assets on behalf of 1.7 million investors worldwide.
Why did WAM decide to sell?
WAM looked for strategic alternatives that would:
. Address succession challenges surrounding the eventual retirement of Ralph
Wanger;
. Address challenges relating to distribution of shares of the Acorn Funds in a
rapidly evolving market;
. Provide management support to WAM, which has grown substantially in recent
years; and,
. Provide a broader range of investment products to investors in the Acorn
Funds.
Why did WAM select LFC?
WAM wanted a partner that provides substantial strategic benefits with:
. An understanding of the asset management business;
. Distribution strength;
. Operational and strategic management expertise and;
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. Product breadth
Why did LFC buy WAM?
Looking to grow its investment expertise, it's the Funds' understanding that LFC
believes WAM's small-cap and international discipline and historically strong
performing mutual funds are an ideal complement to its current product line.
As a shareholder, what do I get out of this?
You will continue to receive the same high-quality investment management
services that you have come to expect from the Acorn Funds. Additionally, WAM is
excited about the prospect of enhancing the quality investment products and
services it offers you.
How will WAM be integrated into LFC?
WAM will be an operating subsidiary of LFC. The investment objective and
investment management team of each of the Acorn Funds will remain the same.
Will this change the management of my funds?
No. This transaction will not result in a change in the portfolio manager(s) of
your Fund. The Funds' current portfolio managers will continue to manage the
Funds following the same investment strategies and objectives currently in
place. Each of the principals, some of who are also fund managers, and Ralph
Wanger, has signed employment contracts through December 31, 2005.
Will I have access to other LFC products?
Yes. The Funds anticipate that Acorn shareholders will have exchange privileges
with the other intermediary distributed LFC funds without a sales charge. Some
of those funds, however, pay 12b-1 distribution and service fees.
Will Acorn remain headquartered in Chicago?
Yes.
Will I be able to continue to purchase shares without a sales charge?
As an existing Fund shareholder, you will continue to be able to purchase shares
of any Acorn Fund without a sales charge.
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Will WAM be renamed?
After the close of the merger, WAM would become a wholly owned subsidiary of LFC
and would thereafter operate under the name Liberty Wanger Asset Management,
L.P. (Liberty WAM). Liberty WAM will continue to be headquartered in Chicago and
Ralph Wanger would continue to act as president.
Will I be asked to vote on the transaction?
Completion of the merger transaction (which is conditioned upon the satisfaction
of certain provisions set forth in the definitive merger agreement) will cause
the current Acorn Funds investment advisory agreement to automatically
terminate. If the trustees approve the proposed investment advisory agreement
between Acorn Investment Trust and Liberty WAM, shareholders will receive a
proxy statement asking them to vote on, among other things, the approval of the
proposed agreement to take effect upon the completion of the transaction.
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Note: Acorn Investment Trust advises you to read the proxy statement for its
upcoming Special Meeting of Shareholders when the proxy becomes available
because it will contain important information. You can get the proxy statement
(when it is available) and any other relevant documents, for free at the SEC's
website (http://www.sec.gov). You can also get the information for free from
Acorn by writing to the Funds at 227 W. Monroe St., Suite 3000, Chicago, IL
60606 or by telephone at 1-800-9-ACORN-9.
Acorn Investment Trust and its board of trustees are participants in the
solicitation of proxies in connection with the Special Meeting. Liberty
Financial Companies, Inc., by virtue of certain provisions contained in the
agreement relating to the acquisition of Wanger Asset Management, L.P. ("WAM"),
also may be deemed to be a participant in the solicitation of proxies. The
trustees of Acorn Investment Trust are Irving B. Harris, Ralph Wanger, James H.
Lorie, Leo A. Guthart, Jerome Kahn, Jr., Steven N. Kaplan, David C. Kleinman,
Charles P. McQuaid, Roger S. Meier, Alan B. Muchin, Robert E. Nason and
Katherine Schipper. Mr. Wanger and Mr. McQuaid are interested persons of Acorn
Investment Trust and WAM. The trustees beneficially own in the aggregate
approximately 0.56%, 0.71%, 2.78%, 3.20% and 2.18%, respectively of each of
Acorn Fund, Acorn International, Acorn USA, Acorn Twenty and Acorn Foreign
Forty. Liberty Financial Companies, Inc., does not own shares of the Funds.
If you receive additional questions or think of questions not covered by this Q
& A, please call Marilyn Morrison.
