Exhibit n.


                              LIBERTY ACORN TRUST

                    Plan pursuant to Rule 18f-3(d) under the
                         Investment Company Act of 1940


Each Series (each a "Liberty Acorn Fund") of Liberty Acorn Trust (the "Trust")
as set forth in Schedule I may from time to time issue one or more of the
following classes of shares as authorized by the Board of Trustees and as
provided for herein:  Class A shares, Class B shares, Class C shares and Class Z
shares.  Each class is subject to such investment minimums and other conditions
of eligibility as are set forth in the Trust's prospectus and statement of
additional information for shares of that class as from time to time in effect.
The differences in expenses among these classes of shares and the conversion and
exchange features of each class of shares are set forth below.  These
differences are subject to change, to the extent permitted by law and by the
Declaration of Trust and By-laws of the Trust, by action of the Board of
Trustees.  This Plan shall be effective as of September 29, 2000.

CLASS A SHARES

Class A shares of each Liberty Acorn Fund are offered at net asset value ("NAV")
plus the initial sales charges described in the Trust's prospectus and statement
of additional information for Class A shares as from time to time in effect.
Initial sales charges may not exceed 6.50%, and may be reduced or waived as
permitted by Rule 22d-1 under the Investment Company Act of 1940 (the "1940
Act") and as described in the Trust's prospectus and statement of additional
information for Class A shares from time to time in effect.

Purchases of $1 million to $5 million of Class A shares that are redeemed within
18 months from purchase are subject to a contingent deferred sales charge
("CDSC") of 1.00% of either the purchase price or the NAV of the shares
redeemed, whichever is less.  Purchases in excess of $5 million of Class A
shares that are redeemed within 18 months from purchase are subject to a CDSC of
1.00% only on assets redeemed below the $5 million level. The CDSC may be
reduced or waived as permitted by Rule 6c-10 under the 1940 Act and as described
in the Trust's prospectus and statement of additional information for Class A
shares as from time to time in effect.

Class A shares pay distribution and service fees pursuant to a plan adopted
pursuant to Rule  12b-1 under the 1940 Act ("12b-1 Plan") as described in the
Trust's prospectus and statement of additional information for Class A shares in
effect from time to time.  Such fees may be in amounts up to but may not exceed,
respectively, 0.10% and 0.25% per annum of the average daily net assets
attributable to such class.

Class A shares pay (i) a share of transfer agency fees and expenses allocable to
Class A, Class B and Class C shares in the aggregate, pro rated based on
relative net assets, and (ii) service fees equaling a portion of the transfer
agency fee attributable to Class A shares as described in the Trust's prospectus
and statement of additional information for Class A shares in effect from time


to time.

Class A shares of a Liberty Acorn Fund may be exchanged, at the holder's option,
for Class A shares of any other fund (each, including each Liberty Acorn Fund, a
"Liberty Fund" and together, "Liberty Funds") distributed by Liberty Funds
Distributor, Inc. ("LFDI") or its successor, which offers Class A shares,
without the payment of a sales charge, except to the extent such an exchange is
limited by the Trust's prospectus for Class A shares as from time to time in
effect and except further that if Class A shares of any non-money market Liberty
Fund are exchanged within five months after purchase for shares of another
Liberty Fund with a higher sales charge, then the difference in sales charges
must be paid on the exchange.

No CDSC shall be charged on the exchange of Class A shares of a Liberty Acorn
Fund for Class A shares of another Liberty Fund.  If the Class A shares received
in the Exchange are subsequently redeemed, the amount of the CDSC, if any, will
be determined by the schedule of the Liberty Fund in which the original
investment was made, and the holding period for determining the CDSC will
include the holding period of the shares exchanged.

CLASS B SHARES

Class B shares of each Liberty Acorn Fund are offered at NAV, without an initial
sales charge.  Class B shares that are redeemed within the period of time after
purchase (not more than 6 years) specified in the Trust's prospectus and
statement of additional information for Class B shares as from time to time in
effect are subject to a CDSC of up to 5% of either the purchase price or the NAV
of the shares redeemed, whichever is less; such percentage may be lower for
certain Funds and declines the longer the shares are held, all as described in
the Trust's prospectus and statement of additional information for Class B
shares as from time to time in effect.  Class B shares purchased with reinvested
distributions are not subject to a CDSC.  The CDSC is subject to reduction or
waiver in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act
and as described in the Trust's prospectus and statement of additional
information for Class B shares as from time to time in effect.

Class B shares pay distribution and service fees pursuant to a 12b-1 Plan as
described in the Trust's prospectus and statement of additional information for
Class B shares in effect from time to time.  Such fees may be in amounts up to
but may not exceed, respectively, 0.75% and 0.25% per annum of the average daily
net assets attributable to such class.

Class B shares pay (i) a share of transfer agency fees and expenses allocable to
Class A, Class B and Class C shares in the aggregate, pro rated based on
relative net assets and (ii) service fees equaling a portion of the transfer
agency fee attributable to Class B shares as described in the Trust's prospectus
and statement of additional information for Class B shares in effect from time
to time.

Class B shares of a Liberty Acorn Fund automatically convert to Class A shares
of the same Liberty Acorn Fund eight or fewer years after purchase, except that
Class B shares purchased through the reinvestment of dividends and other
distributions on Class B shares convert to Class A shares proportionally to the
amount of Class B shares otherwise being converted.

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Class B shares of a Liberty Acorn Fund may be exchanged, at the holder's option,
for Class B shares of any other Liberty Fund offering Class B shares, except to
the extent such an exchange is limited by the Trust's prospectus as from time to
time in effect, without the payment of a CDSC.  The holding period for
determining the CDSC and the conversion to Class A shares for the Class B shares
received in the exchange will include the holding period of the shares
exchanged.  If the Class B shares received in the exchange are subsequently
redeemed, the amount of the CDSC, if any, will be determined by the schedule of
the Liberty Fund in which the original investment was made.

CLASS C SHARES

Class C shares of each Liberty Acorn Fund are offered at NAV without an initial
sales charge.  Class C shares that are redeemed within up to three years from
purchase may be subject to a CDSC of 1% of either the purchase price or the NAV
of the shares redeemed, whichever is less.  Class C shares purchased with
reinvested dividends or capital gain distributions are not subject to a CDSC.
The CDSC may be reduced or waived in certain circumstances as permitted by Rule
6c-10 under the 1940 Act and as described in the Trust's prospectus and
statement of additional information for Class C shares as from time to time in
effect.

Class C shares pay distribution and service fees pursuant to a 12b-1 Plan as
described in the Trust's prospectus and statement of additional information for
Class C shares in effect from time to time.  Such fees may be in amounts up to
but may not exceed, respectively, 0.75% and 0.25% per annum of the average daily
net assets attributable to such class.

Class C shares pay (i) a share of transfer agency fees and expenses allocable to
Class A, Class B and Class C shares in the aggregate, pro rated based on
relative net assets, and (ii) service fees equaling a portion of the transfer
agency fee attributable to Class C shares as described in the Trust's prospectus
and statement of additional information for Class C shares in effect from time
to time.

Class C shares of a Liberty Acorn Fund may be exchanged, at the holder's option,
for Class C shares of any other Liberty Fund offering Class C shares, except to
the extent such an exchange is limited by the Trust's prospectus for Class C
shares as from time to time in effect, without the payment of a CDSC.  If the
Class C shares received in the exchange are subsequently redeemed, the amount of
the CDSC, if any, will be determined by the schedule of the Liberty Fund in
which the original investment was made, and the holding period for determining
the CDSC will include the holding period of the shares exchanged.  Only one
exchange of any Liberty Fund Class C shares may be made in any three-month
period.  For this purpose, an exchange into a Liberty Fund and a prior or
subsequent exchange out of a Liberty Fund constitute an "exchange."

CLASS Z SHARES

Class Z shares of each Liberty Acorn Fund are offered at NAV, without an initial
sales charge, 12b-1 fee or CDSC.  Class Z shares of a Liberty Acorn Fund may be
exchanged, at the holder's option, for Class Z shares of any other Liberty Fund
offering Class Z shares or for Class A shares of any other Liberty Fund not
offering Class Z shares and offering Class A shares, except to the

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extent such exchange is limited by the Trust's prospectus for Class Z shares as
from time to time in effect, without the payment of a sales charge. Class Z
shares pay all transfer agency fees and expenses specifically allocable to Class
Z shares.

                         Approved by the Trustees as of September 29, 2000

                         By:  /s/ Irving B. Harris
                              ---------------------------------------------

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SCHEDULE I

Liberty Acorn Fund

Liberty Acorn International

Liberty Acorn USA

Liberty Acorn Twenty

Liberty Acorn Foreign Forty