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                            Acorn Investment Trust
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Notes:

 
                     Acorn Fund: Investing in Future Growth

      Fee proposal training script for shareholder service representatives

                               September 30, 1997

This material will be used for training of shareholder services representatives.
                                        

                                       1

 
Proposal: To adjust Acorn Fund's fee.

 . With the proposed fee increase, Acorn Fund's total expense ratio remains well
below the average small cap equity mutual fund expense ratio.

 . We strongly believe Acorn Fund remains an extremely good value for its
shareholders. The total expense ratio represents all fund expenses -- management
fee, shareholder servicing costs, fund accounting, custody costs, transfer agent
costs, legal and reporting fees.

 . There are no hidden costs -- no 12b-1 fees, sales charges, front-end charges
or back-end charges.

 . Acorn Fund's current and proposed fees and expenses are:

 
 
                                     For the 6 months ended 6/30/97
                                     ------------------------------
                                Current                        Proposed
                                -------                        --------
                                                          
Management Fee                   .44%                             .69%
Total Expense Ratio              .57%                             .87%



The proposed ratios are pro forma, annualized calculations assuming the proposed
fees had been in effect throughout the period.

                                       2

 
How does the proposed fee compare with other mutual fund fees?

The industry average as reported by Lipper Analytical Services, Inc. tells the
story.  As you can see, Acorn Fund's proposed fee is well below the average
equity mutual fund fee!



                       Retail    Taxable
                       Money      Fixed     General     Mid
                       Market     Income    Equity      Cap      Acorn
                                                 
Management Fee          .36%       .49%      .73%       .76%      .69%
Total Expense Ratio     .73%      1.08%     1.46%      1.46%      .87%


 . And with no 12b-1 fees or front-end or back-end charges. Acorn Fund remains an
excellent value for its shareholders.


The management fee and total expense ratios for Acorn Fund are pro forma
annualized figures for the six months ended June 30, 1997, calculated as if the
proposed fees had been in effect throughout that period.  The industry averages
are from Lipper Analytical Services, Inc. and include the most recent fiscal
data available as of August 16, 1997 for all funds tracked by Lipper in the
following categories: retail money market funds; taxable fixed income funds;
general equity funds and mid cap funds.

                                       3

 
How does the proposed Acorn fee compare to other small cap mutual funds?

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

 . Proposed Acorn 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, 90% of these funds (or
369 funds) had total expense ratios in their most recent fiscal years higher
than the total expense ratio proposed for Acorn Fund.

The proposed Acorn Fund total expense ratio and management fee are pro forma
annualized calculations for the six months ended June 30, 1997 assuming the
proposed fee arrangements had been in effect throughout that period. Information
on the total expense ratios and management fees for all small cap funds was
prepared by Lipper Analytical Services, Inc., and includes the most recent
available fiscal year data for all 396 mutual funds (including Acorn Fund and
Acorn USA) included in the Lipper small company funds category as of August 20,
1997.

                                       4

 
What factors did the Acorn trustees consider in approving this fee adjustment?

The trustees considered a variety of factors including the performance of Acorn
Fund compared to 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.  In their deliberation, the
trustees utilized reported prepared by Lipper Analytical Services, Inc. and
Morningstar, Inc., both well recognized, independent services that monitor
mutual fund expenses and performance.

The trustees noted that the impact of the proposed fee on the average annual
total return of Acorn Fund over its life would not have been significant and,
even with the proposed fee, Acorn Fund would still have one of the lowest
expense ratios in the Lipper selected universe of 66 retail bank-related and
nonbank small company growth 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 (about 40%) lower than the median
expense ratio of 1.41% for the 66-fund Lipper comparison group.  In addition,
the board noted Lipper's conclusion that Acorn Fund's total expense ratio (.57%)
for 1996 was 84.1 basis points (about 60%) lower than the median expense ratio
of 1.41% for that group.

Acorn's proxy statement contains a detailed description of the factors
considered by the trustees, on pages 6 to 10.

                                       5

 
What is the purpose of the fee increase?

We want Acorn Fund to remain one of the premier small cap funds and to serve
investors even better.  To do that, we have to be sure that Acorn's adviser,
Wanger Asset Management, can:

 . Continue to compete for top analytical talent by providing an exciting,
motivating and rewarding environment for analysts and client servicing staff;

 . Increase client servicing staff; and

 . Improve internal systems.

                                       6

 
Why does Wanger Asset Management need more analysts?

Finding good small company stocks is very labor intensive.  WAM adds value by
researching and investing in "lesser known" names.  The analysts at WAM don't
want to own yesterday's celebrity stocks, they want tomorrow's.  WAM analysts
are stock market talent scouts who add value by doing their own homework, rather
than following the pack.  So, WAM analysts meet with management, go on factory
tours and talk with suppliers and competitors as much as possible.  Finding a
good small company stock takes time and energy (and a lot of travel).

 . Today, Acorn Fund has over 250 stocks in the portfolio, and the universe of
smaller companies is growing rapidly.  Therefore, there are more new company
opportunities to research and follow.  As of August 31, 1997, there were over
3,400 small cap companies in the U.S. alone.  (Source: Wilshire Associates,
8/31/97.  Based on companies with market capitalizations between $100 million
and $1 billion whose securities are publicly traded.)

 . WAM wants to maintain the right balance of analysts to new ideas.  Ideally,
each WAM analyst is responsible for managing about 40 securities held in the
portfolio, although they rigorously track many more securities, always looking
for "the golden acorns".

 . Now, there were 396 small company mutual funds competing for new ideas.
(Source: Lipper Analytical Services, Inc., 8/31/97.)  To be the first to uncover
great stocks, we must stay ahead of the pack.

                                       7

 
Good analytical talent is the key to any fund's success.

Acorn wants WAM to be able to continue to foster an environment where analysts
are competitively compensated and have the right tools to find the best stocks.

 . WAM analysts have extensive training and on-going mentoring.  WAM's goal is to
hire and retain motivated analysts who are driven to provide the best
performance and service for our shareholders.

 . WAM must continue to expand its state-of-the-art systems that help WAM monitor
the expanding small cap sector.

 . WAM instills in its analysts and portfolio managers the "Acorn Way" of money
management that started 27 years ago with Irving Harris and Ralph Wanger.

 . WAM wants to hire the best analysts available.  The cost of attracting and
retaining analysts has impacted WAM's cost structure as it competes for top-
notch analytical talent.

 . The bottom line: attracting and retaining top notch talent is the key to WAM's
and Acorn's continued success.

                                       8

 
Does raising the fees signal a change in Acorn's core investment philosophy or
management team?

Absolutely not.  Ralph Wanger is committed to mentoring and developing analysts
the "Acorn Way".  Its started 27 years ago with Irving Harris and Ralph Wanger.
Our investment approach has proven successful through multiple business cycles.

WAM adds value by doing its own homework, rather than following the pack.
Therefore, WAM analysts meet with management, go on factory tours, talk with
suppliers and competitors as much as possible.  Finding a good small company
stock takes time and energy (and a lot of travel).  Today, Acorn Fund has over
250 stocks in the portfolio.

Acorn likes to buy small, niche companies, hold them while they are mid-cap, and
sell them when they are large-cap.

Examples of great little companies we discovered many years ago (ahead of the
pack) that have been profitable for our shareholders -- and are now household
names include:

Harley Davidson (Motorcycle Manufacturer)
Carnival Cruise Line (Cruise Ship Line)
Liberty Media (Cable TV Programming)

                                       9

 
What will the fee proposal mean to Acorn investors?

 . Improved and additional services for our shareholders.

 . Additional resources for WAM analysts.

 . Expanded coverage of small cap stocks.

 . Expanded systems to monitor the expanding small cap sector.

                                      10

 
Is this the first time the fee has been adjusted?

No -- the board of trustees has added and modified breakpoints in the fee
schedule in the past.  Most recently, effective July 1, 1992, breakpoints were
modified (by the board) that effectively reduced the rate of fee on Acorn Fund's
assets in excess of $1.5 billion.

                                      11

 
Why are we raising the fee now?

Acorn Fund has not increased its fee since inception, which was over 27 years
ago.  In fact, our current fee is considered by many industry watchers to be one
of the lowest fees in the mutual fund industry.  And even with this fee
proposal, Acorn Fund will still have one of the lowest expense ratios.  See
"Factors Considered by the Board of Trustees -- Comparative Fees and Expense
Ratios" in the Proxy Statement.

The asset management industry has dramatically changed and competition for top
analytical talent has intensified.  As a result, compensation for skilled and
experienced equity analysts has escalated.

What's more, other costs, such as state-of-the-art recordkeeping, improved
shareholder servicing and timely information systems, continue to climb.

One of the hallmarks of WAM's investment style is careful and thoughtful
analysis. Acorn and WAM have applied this same labor-intensive approach to this
fee proposal, and believe that the proposed fee is fair and reasonable.

                                       12

 
For 27 years the Acorn Fund has been committed to delivering outstanding
performance and service to its shareholders.  Acorn and WAM care about its
shareholders and this fee proposal will allow WAM to continue to manage the
Acorn Fund in a prudent and effective way.

The chart that appears on page 2 of "Answers to Some Important Questions"
preceding the Proxy Statement and page 9 of the Proxy Statement shows that as of
June 30, 1997 $10,000 invested in Acorn in 1970 would be worth $674,822 and that
investors' return on investment would have been almost as great -- $651,364 --
if the proposed fees had been in place during the life of the fund.  Now, what
would have happened if we imposed today's average small cap total expense ratio
to $10,000 invested in Acorn Fund since inception?  The total investment amount
would have only grown to $583,655 versus Acorn Fund's actual results of
$674,822.

But we are not imposing the average small cap expense.  Our fee proposal keeps
us in the bottom 10% of all (396) small cap total expense ratios tracked by
Lipper.

                                       13

 
How do I vote?

By mail -- sign and date your proxy card, and mail it back to us in the envelope
that was with your proxy card.

By telephone--You may register your vote by telephone by calling D.F. KING toll
free at 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.

You may also vote in person if you are able to attend the meeting.  The meeting
will be held on December 9, 1997 at 9:00 at the First Chicago Center.

                                       14

 
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.  In the case of Acorn International, the new advisory agreement
would change the timing of calculation of the advisory fee (which would have the
effect of speeding up the impact of changes in Acorn International's assets on
the advisory fee).  Most funds calculate advisory fees in this way.

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, Acorn will also enter into an administrative services
agreement with WAM under which WAM will provide the same administrative services
to Acorn Fund, Acorn International and Acorn USA (like shareholder servicing and
fund accounting) it provides now for a separate fee at the annual rate of .05 of
1% of the average daily net assets of each Fund.

                                       15