Exhibit a.2 ACORN INVESTMENT TRUST ______________________________________________ AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST ______________________________________________ The undersigned, being a majority of the duly elected and qualified...

                                                                     Exhibit a.2


                            ACORN INVESTMENT TRUST
                ______________________________________________

                AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
                ______________________________________________


     The undersigned, being a majority of the duly elected and qualified
Trustees of Acorn Investment Trust, a voluntary association with transferable
shares organized under the laws of the Commonwealth of Massachusetts pursuant to
an Agreement and Declaration of Trust dated April 21, 1992 ( the "Declaration of
Trust"), do hereby amend the Declaration of Trust as follows and hereby consent
to such amendment effective as of the Effective Time as defined in the Agreement
and Plan of Merger among Xxxxxx Asset Management, Ltd., Xxxxxx Asset Management,
L.P. and Liberty Financial Companies, Inc. and WAM Acquisition L.P. dated as of
June 9, 2000:

     Article I, Section 1 is deleted and the following is inserted in lieu
     thereof:

          Section 1. This Trust shall be known as "Liberty Acorn Trust," and the
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     Trustees shall conduct the business of the Trust under that name or any
     other name as they may from time to time determine.

     This instrument may be executed in several counterparts, each of which
shall be deemed an original, but all taken together shall be one instrument.

     IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals
as of this __ day of_____________2000.


___________________________       Trustee and chairman           )
Xxxxxx X. Xxxxxx                                                 )
                                                                 )
___________________________       Trustee                        )
Xxx X. Xxxxxxx                                                   )
                                                                 )
___________________________       Trustee                        )
Xxxxxx Xxxx, Xx.                                                 )
                                                                 )
___________________________       Trustee                        )
Xxxxxx X. Xxxxxx                                                 )
                                                                 )
___________________________       Trustee                        )
Xxxxx X. Xxxxxxxx                                                )
                                                                 )
___________________________       Trustee                        )
Xxxxx X. Xxxxx                                                   )
                                                                 )



                                                                 )
___________________________       Trustee                        )
Xxxxxxx X. XxXxxxx                                               )
                                                                 )
___________________________       Trustee                        )
Xxxxx X. Xxxxx                                                   )
                                                                 )
___________________________       Trustee                        )
Xxxxx X. Xxxxxx                                                  )
                                                                 )
___________________________       Trustee                        )
Xxxxxx X. Xxxxx                                                  )
                                                                 )
___________________________       Trustee                        )
Xxxxxxxxx Xxxxxxxx                                               )
                                                                 )
___________________________       Trustee and President          )
Xxxxx Xxxxxx                      (principal executive officer)  )
                                                                 )