COLONIAL TRUST I, 497, 1997-01-07

COLONIAL TRUST I
497, 1997-01-07

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December 30, 1996

COLONIAL TAX-MANAGED
GROWTH FUND

PROSPECTUS

BEFORE YOU INVEST

Colonial Management Associates, Inc. (Administrator) and your full-service
financial adviser want you to understand both the risks and benefits of
mutual fund investing.

While mutual funds offer significant opportunities and are professionally
managed, they also carry risks including possible loss of principal. Unlike
savings accounts and certificates of deposit, mutual funds are not insured or
guaranteed by any financial institution or government agency.

Please consult your full-service financial adviser to determine how investing in
this mutual fund may suit your unique needs, time horizon and risk tolerance.

Colonial Tax-Managed Growth Fund (Fund), a diversified portfolio of Colonial
Trust I (Trust), an open-end management investment company, seeks to maximize
long-term capital growth while reducing shareholder exposure to taxes.

The Fund is managed by Stein Roe & Farnham, Inc. (Adviser), an affiliate of the
Administrator and successor to an investment advisory business that was founded
in 1932.

The Fund currently is structured as a traditional mutual fund investing in
individual securities but may in the future be converted to a master/feeder
structure. Under a master/feeder structure, the Fund would seek to achieve its
objective by investing all of its assets in another open-end management
investment company managed by the Adviser and having substantially the same
objective and investment policies as the Fund. Shareholders of the Fund would be
notified but would not have an opportunity to vote on such conversion.

MG-01/016D-1196

The Fund's Traditional Shares (Classes A, B and D) are intended for traditional
individual, joint, corporate, custodial, trust or retirement account
investors. The Fund's Trust Shares (Classes E, F, G and H) are designed
for persons wishing to make an irrevocable gift to a child, grandchild
or other individual. If Trust Shares are chosen, the investment will be held
in an irrevocable trust until the date you have directed that it pass to
the beneficiary of the gift. See "Trust Shares." Distributions
from the trust are permitted only for limited, specified purposes.

This Prospectus explains concisely what you should know before investing in the
Fund. Read it carefully and retain it for future reference. More detailed
information about the Fund is in the December 30, 1996 Statement of Additional
Information which has been filed with the Securities and Exchange Commission and
is obtainable free of charge by calling the Administrator at 1-800-426-3750. The
Statement of Additional Information is incorporated by reference in (which means
it is considered to be a part of) this Prospectus.

Contents Page
Summary of Expenses 2
Possible Two-Tiered Structure 3
The Fund's Investment Objective 4
How the Fund Pursues its Objective
and Certain Risk Factors 4
Adviser Performance Information 7
How the Fund Measures its Performance 8
How the Fund is Managed 8
How the Fund Values its Shares 9
Traditional Shares 9
Trust Shares 10
General Information Regarding Buying
and Selling Shares 13
Distributions and Taxes 15
Exchanges 16
Telephone Transactions 16
12b-1 Plans 17
Organization and History 17

FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED, ENDORSED OR
INSURED BY, ANY BANK OR GOVERNMENT AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

SUMMARY OF EXPENSES
Expenses are one of several factors to consider when investing in the Fund. The
following tables summarize your maximum transaction costs and your estimated
annual expenses for an investment in each Class of the Fund's shares. See "How
the Fund is Managed" and "12b-1 Plans" for a more complete description of the
Fund's costs and expenses. It is anticipated that the Fund's annual operating
expenses would not change materially upon conversion to a master/feeder
structure.

Shareholder Transaction Expenses (1)(2)

Class A Class B Class D Class E Class F Class G Class H
<S> <C> <C> <C> <C> <C> <C> <C>
Maximum Sales Charges (as a % of
offering price) (3)(4) 5.75% 5.00% 1.99% 5.00% 5.00% 4.50% 5.00%
Maximum Initial Sales Charge Imposed
on a Purchase (as a % of offering
price) (3)(4) 5.75% 0.00% 1.00% 5.00% 0.00% 4.50% 0.00%
Maximum Contingent Deferred Sales
Charge (as a % of offering price) 1.00%(5) 5.00% 0.99% 1.00%(5) 5.00% 1.00%(5) 5.00%
(3)(4)
</TABLE>

(1) For accounts less than $1,000 an annual fee of $10 may be deducted.
See "General Information Regarding Buying and Selling Shares."
(2) Redemption proceeds exceeding $5,000 sent via federal funds wire will be
subject to a $7.50 charge per transaction.
(3) Does not apply to reinvested distributions.
(4) Because of the distribution fees applicable to Class B, D, E, F, G and H
shares, long-term shareholders may pay more in aggregate sales charges
than the maximum initial sales charge permitted by the National
Association of Securities Dealers, Inc. See "12b-1 Plans."
(5) Only with respect to any portion of purchases of $1 million to $5 million
redeemed within approximately 18 months after purchase. See "Traditional
Shares" and "Trust Shares."

Estimated Annual Operating Expenses (as a % of average net assets)
<TABLE>
<CAPTION>

Class A Class B Class D Class E Class F Class G Class H
<S> <C> <C> <C> <C> <C> <C> <C>
Management and administration fees
(after expense waiver or reimbursement) 0.73% 0.73% 0.73% 0.73% 0.73% 0.73% 0.73%
12b-1 fees 0.25 1.00 1.00 0.35 1.00 0.35(6) 1.00
Other expenses 0.52 0.52 0.52 0.59 0.59 0.59 0.59
---- ---- ---- ---- ---- ---- ----
Total operating expenses (after
expense waiver or reimbursement)(7) 1.50% 2.25% 2.25% 1.67% 2.32% 1.67% 2.32%
===== ===== ===== ===== ===== ===== =====
</TABLE>

(6) The actual 12b-1 fee will be 0.35% on assets attributed to shares
outstanding less than five years, and 0.50% on
assets attributed to shares outstanding for five years or more.
(7) Total expenses, excluding brokerage, interest, taxes, 12b-1 fees,
trust service expenses and extraordinary expenses, are, until further
notice, voluntarily limited by the Administrator and the Adviser to
1.25% of the first $100 million of average net assets, and 1.50% of
average net assets over $100 million. Absent such expense limitation,
"Management and administration fees" would be 1.00% for each Class and
"Total operating expenses" are estimated to be 1.77%(Class A),
2.52%(Classes B and D), 1.94% (Class E), 2.59%(Classes F and H) and
2.09%(Class G).

Examples
The following Examples show the estimated cumulative expenses attributable to a
hypothetical $1,000 investment in each Class of shares of the Fund for the
periods specified, assuming a 5% annual return and reinvestment of dividends and
distributions. The 5% return and expenses used in this Example should not be
considered indicative of actual or expected Fund performance or expenses, both
of which will vary:

Example 1 (assumes redemption at period end)
<TABLE>
<CAPTION>

Period Class A Class B Class D Class E Class F Class G Class H
<S> <C> <C> <C> <C> <C> <C> <C>
1 year $ 72 $ 73 $43 $ 66 $ 74 $61 $ 74
3 years $102 $100 $80 $100 $102 $95 $102
</TABLE>

Example 2 (assumes no redemption)
<TABLE>
<CAPTION>

Period Class A Class B Class D Class E Class F Class G Class H
<S> <C> <C> <C> <C> <C> <C> <C>
1 year $ 72 $23 $33 $ 66 $24 $61 $24
3 years $102 $70 $80 $100 $72 $95 $72
</TABLE>

Without voluntary fee reductions, amounts in the Examples would be as follows:

Example 1 (assumes redemption at period end)
<TABLE>
<CAPTION>

Period Class A Class B Class D Class E Class F Class G Class H
<S> <C> <C> <C> <C> <C> <C> <C>
1 year $ 74 $ 76 $45 $ 69 $ 76 $ 64 $ 76
3 years $110 $109 $88 $108 $111 $103 $111
</TABLE>

Example 2 (assumes no redemption)
<TABLE>
<CAPTION>

Period Class A Class B Class D Class E Class F Class G Class H
<S> <C> <C> <C> <C> <C> <C> <C>
1 year $ 74 $26 $35 $ 69 $26 $ 64 $26
3 years $110 $79 $88 $108 $81 $103 $81
</TABLE>

POSSIBLE TWO-TIERED STRUCTURE

The Fund currently is structured as a traditional mutual fund investing in
individual securities, but may in the future convert to a master/feeder
structure by transferring all of its portfolio assets to a separate open-end
management investment company (Portfolio) with substantially the same investment
objective as the Fund in exchange for an interest in the Portfolio. Thereafter,
the Fund would seek to achieve its objective by investing all of its investable
assets in the Portfolio, and the Portfolio would invest directly in individual
portfolio securities. See "The Fund's Investment Objective," "How the Fund
Pursues its Objective and Certain Risk Factors" and "How the Fund
is Managed" for information concerning the Fund's investment objective,
policies, management and expenses. Shareholders of the Fund would be
notified of, but would not have an opportunity to vote on, such conversion.

After any such conversion, in addition to the Fund, other institutional
investors (including other investment companies) also would be able to invest in
the Portfolio. The conversion would be effected to allow other such investors to
invest in the Portfolio, potentially creating economies of scale and providing
additional portfolio management flexibility for the Portfolio which, if
achieved, also would indirectly benefit the Fund and its shareholders. The
following describes certain of the effects and risks of this structure.

After any such conversion, matters submitted by the Portfolio to its investors
for a vote would be passed along by the Fund to its shareholders, and the Fund
would vote its entire interest in the Portfolio in proportion to the votes
received from Fund shareholders. It is possible that other investors in the
Portfolio could alone or collectively acquire sufficient voting interests in the
Portfolio to control matters relating to the operation of the Portfolio. In
addition, large scale redemptions by any other investors in the Portfolio could
result in untimely liquidation of the Portfolio's security holdings, loss of
investment flexibility, and an increase in the operating expenses of the
Portfolio as a percentage of its assets. After any conversion, you would be able
to obtain information about whether there are other investors in the Portfolio
by writing or calling the Administrator at 1-800-426-3750.

After any conversion, the Fund would continue to invest in the Portfolio so long
as the Trust's Board of Trustees determined it was in the best interest of Fund
shareholders to do so. In the event that the Portfolio's investment objective
were changed so as to be inconsistent with the Fund's investment objective, the
Board of Trustees would consider what action might be taken, including changes
to the Fund's investment objective, or withdrawal of the Fund's assets from the
Portfolio and investment of such assets in another pooled investment entity or
the retention of an investment adviser to manage the Fund's investments. Certain
of these actions may require Fund shareholder approval. Withdrawal of the Fund's
assets from the Portfolio could result in a distribution by the Portfolio to the
Fund of portfolio securities in kind (as opposed to a cash distribution), and
the Fund could incur brokerage fees or other transaction costs and could realize
distributable taxable gains in converting such securities to cash. Such a
distribution in kind could also result in a less diversified portfolio of
investments for the Fund.

THE FUND'S INVESTMENT
OBJECTIVE

The Fund seeks to maximize long-term capital growth while reducing shareholder
exposure to taxes.

HOW THE FUND PURSUES ITS OBJECTIVE AND CERTAIN RISK FACTORS

The Fund invests primarily (at least 65% of its assets) in common stocks of
large and medium capitalization companies (i.e., companies with at least $1
billion in equity market capitalization) believed by the Adviser to have above
average earnings growth prospects. The Adviser uses fundamental research
analysis and valuation techniques in order to identify potential investments for
the Fund. Up to 35% of the Fund's total assets may be invested in a combination
of (i) common stocks or American Depository Receipts (receipts issued in the
U.S. by banks or trust companies evidencing ownership of underlying foreign
securities) of non-U.S. companies and (ii) common stocks of small capitalization
companies (i.e., companies with equity market capitalizations of less than $1
billion).

While the Fund's overriding objective is long-term capital growth, the Adviser
may use certain investment techniques designed to reduce the payment by the Fund
of taxable distributions to shareholders and thereby reduce the impact of taxes
on shareholder returns. Such techniques will be used only if, in the Adviser's
judgment, the impact on the Fund's pre-tax total return will be no worse than
neutral. Such techniques may include, among others, (i) purchasing low or
non-dividend paying stocks; (ii) low portfolio turnover, which helps to minimize
the realization and distribution of taxable capital gains; (iii) deferring the
sale of a security until the realized gain would qualify as a long-term capital
gain rather than short-term; (iv) selling securities that have declined in value
to offset gains realized on the sale of other securities; (v) when selling a
portion of a holding, selling those securities with a higher cost basis first;
and (vi) selling securities "short against the box" (i.e., selling short a
security owned by the Fund). The use of such techniques will not eliminate the
payment by the Fund of taxable distributions. The Administrator has retained the
professional services firm of Price Waterhouse LLP to provide tax consulting
services.

Foreign Investments. The Fund may invest up to 35% of its total assets in
foreign securities including American Depository Receipts. Investments in
foreign securities have special risks related to political, economic and legal
conditions outside of the U.S. As a result, the prices of such securities may
fluctuate substantially more than the prices of securities of issuers based in
the U.S. Special risks associated with foreign securities include the
possibility of unfavorable currency exchange rates, the existence of less liquid
markets, the unavailability of reliable information about issuers, the existence
(or potential imposition) of exchange control regulations (including currency
blockage), and political and economic instability, among others. In addition,
transactions in foreign securities may be more costly due to currency conversion
costs and higher brokerage and custodial costs. See "How the Fund Pursues its
Objective and Certain Risk Factors--Foreign Currency Transactions; Index and
Interest Rate Futures; Options" in this Prospectus and "Foreign Securities" and
"Foreign Currency Transactions" in the Statement of Additional Information for
more information about foreign investments.

Foreign Currency Transactions; Index and Interest Rate Futures; Options. In
connection with its investments in foreign securities, the Fund may (i) purchase
and sell foreign currencies on a spot or forward basis, (ii) enter into foreign
currency futures contracts, (iii) write both put and call options on foreign
currency futures contracts, and (iv) purchase and write both call and put
options on foreign currencies. Such transactions may be entered into (i) to lock
in a particular foreign exchange rate pending settlement of a purchase or sale
of a foreign security or pending the receipt of interest, principal or dividend
payments on a foreign security held by the Fund, or (ii) to hedge against a
decline in the value, in U.S. dollars or in another currency, of a foreign
currency in which securities held by the Fund are denominated.

In addition, the Fund may enter into (i) index and interest rate futures
contracts, (ii) write put and call options on such futures contracts, (iii)
purchase and write both call and put options on securities and indexes, and (iv)
purchase other types of forward or investment contracts linked to individual
securities, indexes or other benchmarks. The Fund may write a call or put option
on a security only if the option is covered.

A futures contract creates an obligation by the seller to deliver and the buyer
to take delivery of a type of instrument at the time and in the amount specified
in the contract. A sale of a futures contract can be terminated in advance of
the specified delivery date by subsequently purchasing a similar contract; a
purchase of a futures contract can be terminated by a subsequent sale. Gain or
loss on a contract generally is realized upon such termination.

An option generally gives the option holder the right, but not the obligation,
to purchase or sell prior to the option's specified expiration date. If the
option expires unexercised, the holder will lose any amount it paid to acquire
the option.

Transactions in futures, options and similar investments may not achieve the
goal of hedging to the extent there is an imperfect correlation between the
price movements of the contracts and of the underlying asset or benchmark. In
addition, because futures positions may require low margin deposits, the use of
futures contracts involves a high degree of leverage and may result in losses in
excess of the amount of the margin deposit. Finally, if the Adviser's prediction
on interest rates, stock market movements or other market factors is inaccurate,
the Fund may be worse off than if it had not engaged in such transactions.

See the Statement of Additional Information for information relating to the
Fund's obligations in entering into such transactions.

Small Companies. The smaller, less well established companies in which the Fund
may invest may offer greater opportunities for capital appreciation than larger,
better established companies, but may also involve certain special risks. Such
companies often have limited product lines, markets or financial resources and
depend heavily on a small management group. Their securities may trade less
frequently, in smaller volumes, and fluctuate more sharply in value than
exchange listed securities of larger companies.

Securities Loans. The Fund may lend its portfolio securities to broker-dealers
or banks. Such loans will not exceed 30% of the Fund's total assets. Each such
loan will be continuously secured by collateral at least equal at all times to
the market value of the securities loaned. In the event of bankruptcy or other
default of the borrower, the Fund could experience both delays in liquidating
the loan collateral or recovering the loaned securities and losses including (a)
possible decline in the value of the collateral or in the value of the
securities loaned during the period while the Fund seeks to enforce its rights
thereto, (b) possible subnormal levels of income and lack of access to income
during this period, and (c) expenses of enforcing its rights.

Temporary/Defensive Investments. Temporarily available cash may be invested in
certificates of deposit, bankers' acceptances, high quality commercial paper,
Treasury bills and repurchase agreements. Some or all of the Fund's assets also
may be invested in such investments or in investment grade U.S. or foreign debt
securities, Eurodollar certificates of deposit and obligations of savings
institutions during periods of unusual market conditions. Under a repurchase
agreement, the Fund buys a security from a bank or dealer, which is obligated to
buy it back at a fixed price and time. The security is held in a separate
account at the Fund's custodian and constitutes the Fund's collateral for the
bank's or dealer's repurchase obligation. Additional collateral will be added so
that the obligation will at all times be fully collateralized. However, if the
bank or dealer defaults or enters bankruptcy, the Fund may experience costs and
delays in liquidating the collateral, and may experience a loss if it is unable
to demonstrate its rights to the collateral in a bankruptcy proceeding. Not more
than 15% of the Fund's net assets will be invested in repurchase agreements
maturing in more than 7 days and other illiquid securities.

Borrowing of Money. The Fund may borrow money from banks for temporary or
emergency purposes up to 10% of the Fund's net assets; however, the Fund will
not purchase additional portfolio securities while borrowings exceed 5% of total
assets of the Fund.

Other. The Fund may not always achieve its investment objective. The Fund's
fundamental investment policies listed in the Statement of Additional
Information cannot be changed without the approval of a majority of the Fund's
outstanding voting securities. The Fund's investment objective and
non-fundamental investment policies may be changed without shareholder approval.
Additional information concerning certain of the securities and investment
techniques described above is contained in the Statement of Additional
Information.

ADVISER PERFORMANCE INFORMATION

The Fund is newly-organized and has no performance history of its own. The Fund
is managed using an investment strategy used by the Adviser to manage between $1
and $2 million in equity investments since June 30, 1994. Following are the
average annual and cumulative total returns achieved by the Adviser through
September 30, 1996 using this strategy and the average annual and cumulative
total returns of the Standard and Poor's 500 Index (S&P 500 Index) during such
period. Also shown are the average annual and cumulative total returns of the
average fund in the Lipper Growth Fund category during such period.

ADVISER
Average Annual Cumulative Total
Total Returns Returns

One Year 28.50% 28.50%
Two Years 26.14% 59.11%
Since 6/30/94
(inception) 25.58% 66.95%

S&P 500
Average Annual Cumulative Total
Total Returns Returns

One Year 20.32% 20.32%
Two Years 24.93% 56.07%
Since 6/30/94 24.48% 63.68%

AVERAGE LIPPER GROWTH FUND
Average Annual Cumulative Total
Total Returns Returns

One Year 15.97% 15.97%
Two Years 20.88% 46.48%
Since 6/30/94 21.26% 54.79%

If the Adviser's returns shown above had been achieved by a fund included within
the Lipper Growth Fund category, such fund's performance would have been ranked
as follows within such category:

HYPOTHETICAL LIPPER
GROWTH FUND
CATEGORY RANKINGS*

One Year 16/636
Two Years 55/509
Since 6/30/94 73/483

*First number shows rank within category/second number shows total number of
funds in category.

The S&P 500 Index returns represent the total returns, assuming reinvestment of
all dividends, earned on an unmanaged group of 500 securities. Index returns do
not reflect sales charges or expenses. The Lipper Growth Fund category includes
all funds classified as growth funds by Lipper Analytical Services, Inc., an
independent mutual fund ranking organization. The Adviser's returns have been
calculated in compliance with standards promulgated by the Association for
Investment Management and Research (AIMR) for calculating and presenting
performance, and assume annual fees and expenses of 1.00%. Actual fees charged
were lower. The returns of the Adviser, of funds in the Lipper Growth Fund
category and of the S&P 500 Index do not represent past performance of the Fund,
and are not necessarily indicative of future performance of the Fund. In
particular, the fees, expenses and sales charges applicable to an investment in
the Fund may be higher than those assumed in calculating the Adviser's returns,
which would negatively impact the Fund's return. In addition, the Adviser's
returns do not reflect the applicability of the various federal securities and
tax laws and rules applicable to mutual funds which, had they applied, might
have adversely affected such returns. Cash flows into and out of the Fund may
also negatively impact the Fund's performance relative to the Adviser's
performance.

HOW THE FUND MEASURES ITS PERFORMANCE

Performance may be quoted in sales literature and advertisements. Each Class's
average annual total returns are calculated in accordance with the Securities
and Exchange Commission's formula and assume the reinvestment of all
distributions, the maximum initial sales charge (if any) applicable to the
Class, and the contingent deferred sales charge or redemption fee (if any)
applicable to the time period quoted. Other total returns differ from average
annual total return only in that they may relate to different time periods, may
represent aggregate as opposed to average annual total returns and may not
reflect the initial or contingent deferred sales charges.

Each Class's yield, which differs from total return because it does not consider
changes in net asset value, is calculated in accordance with the Securities and
Exchange Commission's formula. Each Class's distribution rate is calculated by
dividing the most recent year's distributions by the maximum offering price of
that Class at the end of the year. Each Class's performance may be compared to
various indices. Quotations from various publications may be included in sales
literature and advertisements. See "Performance Measures" in the Statement of
Additional Information for more information. All performance information is
historical and does not predict future results.

HOW THE FUND IS MANAGED

The Fund's Trustees formulate the Fund's general policies and oversee the Fund's
affairs. The Fund's investment operations are managed by the Adviser. Subject to
the supervision of the Fund's Trustees, the Adviser makes the Fund's day-to-day
investment decisions, arranges for the execution of portfolio transactions and
generally manages the Fund's investments. See "Management of the Colonial Funds"
and "Management of the Fund" in the Statement of Additional Information for
information concerning the Trustees and officers of the Trust and the Fund.

The Fund is managed by a team of investment professionals assigned to it by the
Adviser. No single individual has primary management responsibility over the
Fund's portfolio securities.

The Adviser places all orders for the purchase and sale of securities for the
Fund. In doing so, the Adviser seeks to obtain the best combination of price and
execution, which involves a number of judgmental factors. When the Adviser
believes that more than one broker-dealer is capable of providing the best
combination of price and execution in a particular portfolio transaction, the
Adviser often selects a broker-dealer that furnishes it with research products
or services. For its investment management services, the Adviser receives from
the Fund a monthly fee at an annual rate of 0.60% of the Fund's average daily
net assets.

The Administrator provides the Fund with certain administrative services and
generally oversees the operation of the Fund. The Fund pays the Administrator a
monthly fee at the annual rate of 0.40% of average daily net assets for these
services. The Administrator also provides pricing and bookkeeping services to
the Fund for a monthly fee of $2,250 plus a percentage of the Fund's average net
assets over $50 million. Colonial Investment Services, Inc. (Distributor), a
subsidiary of the Administrator, serves as the Fund's distributor. Colonial
Investors Service Center, Inc. (Transfer Agent), an affiliate of the
Administrator, serves as the Fund's shareholder services and transfer agent for
a fee of 0.25% annually of average net assets plus certain out-of-pocket
expenses. The Transfer Agent also provides the Fund with trust administration
services with respect to the Fund's Trust Shares (Classes E, F, G and H). The
Fund pays a monthly fee for such services equal to $1.50 times the number of
open Trust Share accounts during the month. Each of the foregoing fees is
subject to any fee waiver or expense reimbursement to which the Adviser and/or
the Administrator may agree. See "Summary of Expenses" above.

The Administrator, the Distributor, the Adviser, and the Transfer Agent are all
direct or indirect subsidiaries of Liberty Financial Companies, Inc. (Liberty
Financial), which in turn is an indirect subsidiary of Liberty Mutual Insurance
Company (Liberty Mutual). Liberty Mutual is an underwriter of workers'
compensation insurance and a property and casualty insurer in the U.S.

HOW THE FUND VALUES ITS SHARES

Per share net asset value is calculated by dividing the total value of each
Class's net assets by its number of outstanding shares. Shares of the Fund are
valued as of the close (normally 4:00 p.m. Eastern time) of the New York Stock
Exchange (Exchange) each day the exchange is open. Portfolio securities for
which market quotations are readily available are valued at current market
value. Short-term investments maturing in 60 days or less are valued at
amortized cost. All other securities and assets are valued at their fair value
following procedures adopted by the Fund's Trustees.

TRADITIONAL SHARES

Traditional Shares may be purchased by traditional investors (such as
individuals, joint tenants, corporations, custodians, individual retirement
accounts, or qualified retirement plan accounts, among others). Investors
desiring to purchase Traditional Shares may choose among Class A shares, Class B
shares or Class D shares, each of which is described below.

Class A Shares. Class A shares are offered at net asset value plus an
initial sales charge as follows:

_______Initial Sales Charge______
Retained
by Financial
Service
Firm
_____as % of______ as % of
Amount Offering Offering
Amount Purchased Invested Price Price

Less than $50,000 6.10% 5.75% 5.00%
$50,000 to less than
$100,000 4.71% 4.50% 3.75%
$100,000 to less than
$250,000 3.63% 3.50% 2.75%
$250,000 to less
than $500,000 2.56% 2.50% 2.00%
$500,000 to less than
$1,000,000 2.04% 2.00% 1.75%
$1,000,000 or more 0.00% 0.00% 0.00%

From January 2, 1997 through March 31, 1997, the entire initial sales charge
will be retained by the financial service firm through which the purchase is
made. Percentages shown in the table apply after March 31, 1997.

On purchases of $1 million or more, the Distributor pays the financial service
firm a cumulative commission as follows:

Amount Purchased Commission

First $3,000,000 1.00%
Next $2,000,000 0.50%
Over $5,000,000 0.25%(1)

(1) Paid over 12 months but only to the extent the shares remain
outstanding.

Purchases of $1 million to $5 million are subject to a contingent deferred sales
charge of 1.00% of the purchase price of the shares being redeemed payable to
the Distributor on redemptions within 18 months from the first day of the month
following the purchase. The contingent deferred sales charge does not apply to
the excess of any purchase over $5 million.

Class B Shares. Class B shares are offered at net asset value without an initial
sales charge but subject to a 0.75% annual distribution fee for approximately
eight years (at which time they automatically convert to Class A shares not
bearing a distribution fee) and a declining contingent deferred sales charge if
redeemed within six years after purchase equaling a percentage of the purchase
price of the shares being redeemed. As shown below, the amount of the contingent
deferred sales charge depends on the number of years after purchase that the
redemption occurs:

Years Contingent Deferred
After Purchase Sales Charge

0-1 5.00%
1-2 4.00%
2-3 3.00%
3-4 3.00%
4-5 2.00%
5-6 1.00%
More than 6 0.00%

Year one ends one year after the end of the month in which the purchase was
accepted and so on. From January 2, 1997 through March 31, 1997, the Distributor
will pay financial service firms a commission of 4.50% on Class B share
purchases. Thereafter, the commission will be 4.00%.

Class D Shares. Class D shares are offered at net asset value plus a 1.00%
initial sales charge, subject to a 0.75% annual distribution fee and a 1.00%
contingent deferred sales charge (0.99% of the offering price) on redemptions
made within one year from the first day of the month after purchase.

From January 2, 1997 through March 31, 1997, the Distributor will pay financial
service firms a commission of 2.00% on Class D share purchases. Thereafter, the
initial commission will be 1.85% on purchases of Class D shares with an ongoing
commission of 0.65% annually. The ongoing commission may be reduced or
eliminated at any time.

TRUST SHARES

Trust Shares may be purchased by individuals seeking a convenient way to give an
investment in the Fund to a child, grandchild or other individual. Rather than
being held directly by you or the gift's eventual recipient (beneficiary), Trust
Shares are held in an irrevocable trust, the trustee of which is an officer of
the Administrator, until the trust termination date you specify, at which time
the shares pass to the beneficiary. Distributions from the trust are permitted
only for limited specified purposes. Subsequent investments into the same
account do not affect the original trust termination date; however, no
additional investments into an account (other than reinvestment of
distributions) may be made within two years of the termination date. The
duration of the trust may be as long as you choose, but must be at least 5 years
from the initial purchase into the trust or until the beneficiary reaches the
age of 18, whichever is later. In any event, the trust will terminate, and
amounts held in the trust will be distributed, in the event of the beneficiary's
death prior to the original trust termination date.

Two types of trust plans are available: Colonial Gift Plan and Colonial
Advantage Plan. Each Plan has different provisions for the payment of
distributions prior to trust termination and different tax implications for the
donor and/or beneficiary. The Plan that is most suitable for you will depend on
your specific financial and tax circumstances and your gift-giving objectives.
Each Plan is described below:

Colonial Gift Plan

The Colonial Gift Plan is designed to serve exclusively as a vehicle for making
a future gift of the Fund's shares. Under the Colonial Gift Plan the beneficiary
will have no ability to access or withdraw the shares until the trust's
termination. Because the gift is viewed by the Internal Revenue Service as a
gift of a future interest, the gift will not be eligible for the Federal annual
gift tax exclusion. The trust, not the beneficiary, will be taxed on any income
and capital gains earned by the trust in excess of $100 per year. The trustee
will prepare and file all Federal and state income tax returns that are required
each year, and will satisfy any taxes owed from the assets of the trust by
redeeming Fund shares.

Colonial Advantage Plan

The Colonial Advantage Plan is designed to permit the donor and, under certain
circumstances, the beneficiary, to direct the trustee to make distributions from
the trust for specified purposes, and to provide additional benefits to the
donor. Under the Colonial Advantage Plan, during the first 30 days following the
contribution the beneficiary will have the right to withdraw the shares
purchased by such contribution or their net asset value, plus any sales charge
paid on the purchase, and the contribution will be eligible for the Federal
annual gift tax exclusion. The trustee will provide the beneficiary with notice
of the withdrawal right at the time of each contribution. The beneficiary will
be taxed on all of the trust's income and capital gains. In connection with the
initial contribution the donor may direct the trustee, or authorize the
beneficiary (if he or she is over 18) or the beneficiary's representative (if he
or she is not also the donor), to direct the trustee to redeem Fund shares and
distribute the proceeds to the beneficiary in order to provide funds for the
beneficiary to pay such taxes. Such distributions would be made within 90 days
after the end of each calendar year. The amount of each distribution would be
determined by multiplying the amount of each class of income earned by the trust
during the year times the highest marginal Federal tax rate for unmarried
individuals applicable to that class of income. Once made, the election to
receive tax distributions may not be revoked.

In connection with the initial contribution, the donor also may authorize the
beneficiary (if he or she is over 18), or the beneficiary's representative (if
he or she is not also the donor), to direct the trustee to redeem shares and pay
the proceeds directly to a recognized post-secondary educational institution to
cover the beneficiary's post-secondary educational expenses. Once made, the
election to allow such distributions may not be revoked.

No other distributions from the trust are permitted until the trust's
termination date. The trustee will send an information statement to the
beneficiary each year showing the amount of income and capital gains to be
reported on his or her income tax returns for that year.

The foregoing is a general summary only of the tax implications of an investment
in the Fund's Trust Shares. More detailed information is available below under
"Distributions and Taxes" and in the Fund's Statement of Additional Information.
You should consult your financial or tax adviser for specific advice concerning
which option may be most suitable for you.

Under each Plan, upon termination of the trust, the underlying Trust Shares
(matured Trust Shares) automatically pass to the beneficiary. Prior to the
termination date a notice will be sent to the beneficiary notifying him or her
of the impending termination date and the options available to the beneficiary,
and requesting certain information including the beneficiary's social security
number. The beneficiary may be asked to sign and return a Form W-9. If not
redeemed at this time by the beneficiary, the shares will be reregistered in the
beneficiary's name. Thereafter, the beneficiary may not make additional
investments into his or her Trust Share account other than through reinvestment
of distributions. If the beneficiary dies during the term of the trust, the
shares automatically pass to the beneficiary's executors or administrators to be
disposed of as part of the beneficiary's estate.

Classes of Trust Shares

If you choose to purchase Trust Shares, the Class of shares you may purchase
will depend on the length of time between the purchase date and the designated
trust termination date. If that period is five years or more but less than ten
years, you have the option of purchasing Class E or F shares. If the termination
date is 10 years or more after the initial purchase date, you have the option of
purchasing Class G or H shares. Class E, Class F, Class G and Class H shares are
described below.

Five to Ten Year Trust Shares:

Class E Shares. Class E shares are offered at net asset value plus an
initial sales charge as follows:
_______Initial Sales Charge______
Retained
by Financial
Service
Firm
_____as % of______ as % of
Amount Offering Offering
Amount Purchased Invested Price Price

Less than $50,000 5.26% 5.00% 5.00%
$50,000 to less than
$100,000 4.17% 4.00% 4.00%
$100,000 to less than
$250,000 3.09% 3.00% 3.00%
$250,000 to less than
$500,000 1.52% 1.50% 1.50%
$500,000 or more 0.00% 0.00% 0.00%

Class E shares also are subject to a 0.10% annual distribution fee. In addition
to the amounts shown above as being retained by the financial service firm, the
Distributor will pay to the financial service firm (i) an additional commission
at the time of purchase of 0.75% of the offering price for investments up to but
less than $500,000, and 1.00% for investments of $500,000 or more, and (ii) an
ongoing commission of 0.10% annually. The ongoing commission may be reduced or
eliminated at any time.

Class F Shares. Class F shares are offered at net asset value without an initial
sales charge and subject to the same declining contingent deferred sales charge
and annual distribution fee described above under Class B shares. Class F shares
convert automatically to Class E shares approximately eight years after
purchase. The Distributor pays financial service firms a commission of 4.75% on
Class F share purchases.

Ten or More Year Trust Shares:

Class G Shares. Class G shares are offered at net asset value plus an initial
sales charge as follows:
_______Initial Sales Charge______
Retained
by Financial
Service
Firm
_____as % of______ as % of
Amount Offering Offering
Amount Purchased Invested Price Price

Less than $50,000 4.71% 4.50% 4.50%
$50,000 to less than
$100,000 3.63% 3.50% 3.50%
$100,000 to less than
$250,000 2.56% 2.50% 2.50%
$250,000 to less than
$500,000 1.27% 1.25% 1.25%
$500,000 or more 0.00% 0.00% 0.00%

Class G shares also are subject to an annual distribution fee of up to 0.25%. In
addition to the amounts shown above as being retained by the financial service
firm, the Distributor will pay to the financial service firm (i) an additional
commission at the time of purchase of 1.75% of the offering price for
investments up to but less than $500,000 and 1.25% for investments of $500,000
or more, and (ii) ongoing commissions of 0.10% annually for shares outstanding
for less than five years and 0.25% annually for shares outstanding five years or
more; provided, however, that the additional 0.15% ongoing commission payable
after five years will only be paid to financial service firms that pay such
additional amount in full to the individual representative. The ongoing
commission may be reduced or eliminated at any time.

Class H Shares. Class H shares are offered at net asset value without an initial
sales charge and subject to the same declining contingent deferred sales charge
and annual distribution fee described above under Class B shares. Class H shares
convert automatically to Class G shares approximately eight years after
purchase. The Distributor pays financial service firms a commission of 5.25% on
Class H share purchases.

Withdrawal Under the Colonial Advantage Plan. If the beneficiary under an
Advantage Plan trust exercises his or her withdrawal rights, the financial
service firm shall refund to the Distributor any sales charge or initial
commission previously retained or paid on the withdrawn shares or amount
redeemed.

GENERAL INFORMATION REGARDING BUYING AND SELLING SHARES

Buying Shares. Shares of the Fund are offered continuously. Orders received in
good form prior to the time at which the Fund values its shares (or placed with
a financial service firm before such time and transmitted by the financial
service firm before the Fund processes that day's share transactions) will be
processed based on that day's closing net asset value, plus any applicable
initial sales charge. For purchases of Trust Shares, a signed Trust Declaration
Agreement adoption agreement must be received within ten days following the
purchase.

The minimum initial investment generally is $2,500; the minimum subsequent
investment generally is $250. For Colonial retirement accounts, the minimum
initial and subsequent investments are each $25. Certificates generally will be
issued only for Class A shares, and there are some limitations on the issuance
of Class A share certificates. The Fund may refuse any purchase order for its
shares. See the Statement of Additional Information for more information.

Which Class is more beneficial to an investor depends on the amount and intended
length of the investment. Purchasers of Traditional Shares may choose among
Class A, Class B and Class D shares. Purchasers of Trust Shares with trust terms
of at least five but less than ten years may choose between Class E and Class F
shares; Trust Share purchasers with trust terms of ten years or more may choose
between Class G and Class H shares. Investors generally should compare any
initial and/or deferred sales charges and distribution fees applicable to each
class, given the expected length of the investment or trust term, in deciding
which Class is most suitable for them. Investors also should consider whether
they prefer to have 100% of the purchase price invested immediately (as is the
case with Classes B, F and H). Purchases of $250,000 or more must be for Class
A, D, E or G shares. Purchases of $500,000 or more must be for Class A, E or G
shares. Consult your financial service firm.

Financial service firms may receive different compensation rates for selling
different Classes of shares. Payment of the ongoing commissions applicable to
Classes D, E and G are conditioned upon receipt by the Distributor of such
amounts from the Fund. The commission may be reduced or eliminated if the
distribution fees paid by the Fund are reduced or eliminated for any reason. If
the beneficiary under an Advantage Plan trust exercises his or her withdrawal
rights, the financial service firm shall refund to the Distributor any sales
charge or initial commission previously retained or paid on the withdrawn shares
or amount redeemed. The Distributor may pay additional compensation to financial
service firms which have made or may make significant sales. Initial or
contingent deferred sales charges may be reduced or eliminated for certain
persons or organizations purchasing Fund shares alone or in combination with
certain other Colonial funds. See "Programs for Reducing or Eliminating Sales
Charges" and "How to Sell Shares" in the Statement of Additional Information for
more information.

Selling Shares. Traditional Shares and matured Trust Shares may be sold on any
day the Exchange is open, either directly to the Fund or through your financial
service firm. The sale price is the net asset value (less any contingent
deferred sales charge or redemption fee) next calculated after the request and
any necessary documentation are received in proper form. Sale proceeds generally
are sent within seven days (usually on the next business day after your request
is received in good form). However, for Traditional Shares recently purchased by
check, the Fund will send proceeds as soon as the check has cleared (which may
take up to 15 days).

To sell shares directly to the Fund, send a signed letter of instruction or
stock power form to the Transfer Agent, along with any certificates for shares
to be sold. Signatures must be guaranteed by a bank, a member firm of a national
stock exchange or another eligible guarantor institution. Stock power forms are
available from financial service firms, the Transfer Agent and many banks.
Additional documentation is required for sales by corporations, agents,
fiduciaries, surviving joint owners and individual retirement account holders.
For details contact:

Colonial Investors Service Center, Inc.
P.O. Box 1722
Boston, MA 02105-1722
1-800-345-6611

For sales through financial service firms, the firm must receive the sales
request prior to the time at which the Fund values its shares to receive that
day's price. The firm is responsible for furnishing all necessary documentation
to the Transfer Agent and may charge for this service.

The sale of shares is a taxable transaction for income tax purposes and may
involve the payment of a contingent deferred sales charge. Contingent deferred
sales charges are paid to the Distributor. Shares issued upon distribution
reinvestment and amounts representing appreciation are not subject to a
contingent deferred sales charge. The contingent deferred sales charge is
imposed on redemptions which result in the account value falling below its Base
Amount (the total dollar value of purchase payments (including initial sales
charges, if any) in the account, reduced by prior redemptions on which a
contingent deferred sales charge was paid and any exempt redemptions). The
amount of the contingent deferred sales charge is the applicable percentage
shown above for each Class, applied to the cost (including any initial sales
charge) of the shares at the time of purchase. Under unusual circumstances, the
Fund may suspend repurchases or postpone payment for up to seven days or longer,
as permitted by Federal securities law.

Shareholder Services and Account Fees. A variety of shareholder services are
available. For more information about these services or your account, call
1-800-345-6611. Some services are described in the attached account application.

In June of any year, the Fund may deduct $10 (payable to the Transfer Agent)
from accounts valued at less than $1,000 unless the account value has dropped
below $1,000 solely as a result of share value depreciation. Shareholders will
receive 60 days' written notice to increase the account value before the fee is
deducted. The Fund also may deduct annual maintenance and processing fees
(payable to the Transfer Agent) in connection with certain retirement plan
accounts. See "Special Purchase Programs/Investor Services" in the Statement of
Additional Information for more information.

DISTRIBUTIONS AND TAXES

The Fund intends to qualify as a "regulated investment company" under the
Internal Revenue Code and to distribute to shareholders virtually all net income
and any net realized gain annually. Distributions on Traditional Shares and
matured Trust Shares are reinvested in additional shares of the same Class of
the Fund at net asset value unless the shareholder elects to receive cash.
Distributions on Trust Shares are automatically reinvested until the trust's
termination unless used to fund trust distributions permitted under the
Advantage Plan. Regardless of the shareholder's election, distributions on
Traditional Shares of $10 or less will be reinvested. To change your election on
Traditional Shares or matured Trust Shares, call the Transfer Agent for
information.

Whether received in cash or in additional shares, distributions must be reported
as taxable income unless they are held in a tax qualified account or by a
tax-exempt institution. Under the Colonial Gift Plan, the trustee will file all
income tax returns and pay all income taxes for income earned prior to the
trust's termination. Under the Colonial Advantage Plan, the beneficiary will be
obligated to report any income earned by the trust on his or her tax returns and
to pay any applicable income taxes. If shares are purchased shortly before a
distribution is declared, the distribution will be taxable although it is in
effect a partial return of the amount invested. Each January, information on the
amount and nature of distributions for the prior year is sent to shareholders.

A gift made through the purchase of the Fund's Trust Shares may have to be
reported under Federal gift tax laws and may be subject to Federal gift taxes.
In general, a Federal gift tax return must be filed reporting all gifts made by
an individual during any calendar year, unless the gift qualifies for the
Federal annual gift tax exclusion. To so qualify, the gift must be a gift of a
"present interest" and must not exceed $10,000 when combined with any other
gifts made to the same beneficiary during the calendar year. The limit is
$20,000 for a married couple who elect "gift splitting," but such election must
be made on a gift tax short form return filed for the calendar year in which the
gift is made. Whether a gift made through the purchase of the Fund's Trust
Shares qualifies for the annual exclusion depends on the Plan selected by the
donor as well as on the combined amount of the gift and any other gifts made to
the beneficiary by the donor during the particular year. In general, if no other
gifts are made during the year to the beneficiary, a gift under the Advantage
Plan will qualify for the Federal gift tax exclusion to the extent it does not
exceed the $10,000/$20,000 maximum; a gift under the Gift Plan will not qualify
for the annual exclusion. A gift tax return reporting the amount of the gift
under the Gift Plan and the amount of any gift under the Advantage Plan not
qualifying for the annual exclusion must be filed by the donor. A gift tax
return must also be filed by a married donor to elect gift splitting and thereby
take advantage of the higher $20,000 limitation on the annual exclusion. Any
gift tax due on account of the purchase of Trust Shares is the sole
responsibility of the donor and will not be paid from the Trust Shares.

A purchase of Trust Shares may also be subject to state gift tax reporting
requirements under the laws of the state in which the donor of the gift resides.
See "Trust Shares" above and "Additional Tax Matters Concerning Trust Shares" in
the Fund's Statement of Additional Information for more detailed information
about these and other tax matters applicable to an investment in the Fund. Due
to the complexity of Federal and state laws pertaining to gifts in trust, you
should consult your financial or tax adviser before investing in the Fund's
Trust Shares.

EXCHANGES

Shares of the Fund may not be exchanged for shares of any other Colonial fund.

TELEPHONE TRANSACTIONS

Telephone redemption privileges may be elected for Traditional Shares on the
account application by completing the Telephone Withdrawal Option section
including the Bank Information. Such privileges also may be elected for Trust
Shares after the trust matures by providing such information at or after trust
maturity to the Transfer Agent. Once elected, telephone redemptions may be made
by calling toll-free 1-800-422-3737 any business day between 9:00 a.m. Boston
time and the time at which the Fund values its shares. The Transfer Agent will
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine and may be liable to the extent reasonable procedures are
not employed. Proceeds and confirmations of telephone transactions will be
mailed or sent to the address of record. Telephone redemptions are not available
on accounts with an address change in the preceding 30 days. All telephone
transactions are recorded. Shareholders and/or their financial advisers are
required to provide their name, address and account number. Financial advisers
are also required to provide their broker number. Despite the employment of the
foregoing procedures, a shareholder may suffer a loss from unauthorized
transactions.

Shareholders and/or their financial advisers wishing to redeem shares by
telephone may experience difficulty in reaching the Fund at its toll-free
telephone number during periods of drastic economic or market changes. In that
event, shareholders and/or their financial advisers should follow the procedures
for redemption by mail as described above under "General Information Regarding
Buying and Selling Shares." The Administrator, the Transfer Agent and the Fund
reserve the right to change, modify or terminate the telephone redemption
services at any time upon prior written notice to shareholders. Shareholders
and/or their financial advisers are not obligated to transact by telephone.

12B-1 PLANS

Under 12b-1 Plans, the Fund pays the Distributor an annual service fee of 0.25%
of the Fund's average net assets. The Fund also pays the Distributor annual
distribution fees at the following rates: 0.75% of the average net assets
attributed to its Class B, Class D, Class F and Class H shares; 0.10% of average
net assets attributed to Class E shares; and up to 0.25% of average net assets
attributed to Class G shares. The actual fee with respect to Class G shares will
be 0.10% on Class G assets attributed to shares outstanding for less than five
years and 0.25% on Class G assets attributable to shares outstanding for five
years or more. Total returns and dividends will be lower on classes bearing a
distribution fee than the returns and dividends of Class A shares. Class B, F
and H shares automatically convert to Class A, E and G shares, respectively,
approximately eight years after the original shares were purchased. See the
Statement of Additional Information for more information. The Distributor uses
the fees to defray the cost of commissions and service fees paid to financial
service firms which have sold Fund shares, and to defray other expenses such as
sales literature, prospectus printing and distribution, shareholder servicing
costs and compensation to wholesalers. Should the fees exceed the Distributor's
expenses in any year, the Distributor would realize a profit. The Plans also
authorize other payments to the Distributor and its affiliates (including the
Administrator and the Adviser) which may be construed to be indirect financing
of sales of Fund shares.

ORGANIZATION AND HISTORY

The Fund was organized in 1996 as a separate portfolio of the Trust, which is a
Massachusetts business trust established in 1985. At inception, the
Administrator owned 100% of each Class of shares of the Fund and, therefore, may
be deemed to "control" the Fund.

The Trust is not required to hold annual shareholder meetings, but special
meetings may be called for certain purposes. Shareholders receive one vote for
each Fund share. Shares of the Trust vote together except when required by law
to vote separately by fund or by class. The trustee of trusts holding Trust
Shares will send notices, proxy statements and proxies for shareholder meetings
to the trusts' beneficiaries to enable them to attend meetings in person or vote
by proxy. The trustee will vote all Trust Shares in accordance with instructions
received from such beneficiaries and will vote all shares for which instructions
are not received in the same proportion as those for which instructions are
received.

Shareholders owning in the aggregate ten percent of Trust shares may call
meetings to consider removal of Trustees. Under certain circumstances, the Trust
will provide information to assist shareholders in calling such a meeting. See
the Statement of Additional Information for more information.

[THIS PAGE INTENTIONALLY LEFT BLANK]

Investment Adviser
Stein Roe & Farnham Incorporated
One South Wacker Drive
Chicago, IL 60606

Administrator
Colonial Management Associates, Inc.
One Financial Center
Boston, MA 02111-2621

Distributor
Colonial Investment Services, Inc.
One Financial Center
Boston, MA 02111-2621

Custodian
Boston Safe Deposit and Trust Company
One Boston Place
Boston, MA 02108-2624

Shareholder Services and Transfer Agent
Colonial Investors Service Center, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-345-6611

Independent Accountants
Price Waterhouse LLP
160 Federal Street
Boston, MA 02110-2624

Legal Counsel
Ropes & Gray
One International Place
Boston, MA 02110-2624

Your financial service firm is:

Printed in U.S.A.

December 30, 1996

COLONIAL TAX-MANAGED
GROWTH FUND

PROSPECTUS

Colonial Tax-Managed Growth Fund seeks to maximize long-term capital growth
while reducing shareholder exposure to taxes.

For more detailed information about the Fund, call the Administrator at
1-800-426-3750 for the December 30, 1996 Statement of Additional Information.

FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED, ENDORSED OR
INSURED BY, ANY BANK OR GOVERNMENT AGENCY.

Colonial Tax-Managed Growth Fund

[COLONIAL FLAG LOGO]
________________________________________________________________
Please send your completed application to:

Colonial Investors Service Center, Inc.
P.O. Box 1722
Boston, Massachusetts 02105-1722

New Account Application/Revision to Existing Account

To open a new account, complete sections 1, 2, 3, & 7.

To apply for special services for a new or existing account, complete sections
4, 5, 6, or 8 as appropriate.

___ Please check here if this is a revision.

1-----------Account Ownership--------------
Please choose one of the following.

__Individual: Print your name, Social Security #, U.S. citizen status.

__Joint Tenant: Print all names, the Social Security # for the first person,
and his/her U.S. citizen status.

__Uniform Gift to Minors: Names of custodian and minor, minor's Social Security
#, minor's U.S. citizen status.

__Corporation, Association, Partnership: Include full name, Taxpayer I.D. #.

__Trust: Name of trustee, trust title & date, and trust's Taxpayer I.D. #.

______________________________________
Name of account owner

______________________________________
Name of joint account owner

______________________________________
Street address

______________________________________
City, State, and Zip

______________________________________
Daytime phone number

______________________________________
Social Security # or Taxpayer I.D. #

Are you a U.S. citizen? ___Yes ___No

______________________________________
If no, country of permanent residence

______________________________________
Owner's date of birth

______________________________________
Account number (if existing account)

2 -----Fund Purchasing Information--------
Your investment will be made in Class A shares if no class is indicated.
Certificates are not available for Class B or D shares. If no distribution
option is selected, distributions will be reinvested in additional Fund
shares. Please consult your financial adviser to determine which class of
shares best suits your needs.

Colonial Tax-Managed Growth Fund

$_______________
Amount

Class
___ A Shares ___ B Shares (less than $250,000)

___ D Shares (less than $500,000)

Method of Payment

Choose one

___Check payable to the Fund

___Bank wired on ____/____/____
(Date) Wire/Trade confirmation #__________________

Ways to Receive Your Distributions

Choose one

___Reinvest dividends and capital gains

___Dividends and capital gains in cash

___Dividends in cash; reinvest capital gains

___Direct Deposit via Colonial Cash Connection Complete Bank Information
in section 4B. I understand that my bank must be a member of the
Automated Clearing House (ACH).

Distributions of $10.00 or less will automatically be reinvested in additional
fund shares.

3---Your Signature & Taxpayer I.D. Number Certification----

Each person signing on behalf of an entity represents that his/her actions are
authorized.

I have received and read each appropriate Fund prospectus and understand that
its terms are incorporated by reference into this application. I understand
that this application is subject to acceptance. I understand that certain
redemptions may be subject to a contingent deferred sales charge. It is agreed
that the Fund, all Colonial Companies and their officers, directors, agents,
and employees will not be liable for any loss, liability, damage, or expense
for relying upon this application or any instruction believed genuine.

I certify, under penalties of perjury, that:

1. The Social Security # or Taxpayer I.D. # provided is correct.

You must cross out Item 2a, b or c below only if you have been notified by the
Internal Revenue Service (IRS) that you are currently subject to back-up
withholding because of under-reporting interest or dividends on you tax return.

2. I am not subject to back-up withholding because: (a) I am exempt from back-
up withholding, or (b) I have not been notified by the IRS that I am
subject to back-up withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer
subject to back-up withholding.

The Internal Revenue Service does not require your consent to any provision of
this document other than the certifications required to avoid backup
withholdings.
X______________________________________________
Signature

_______________________________________________
Capacity, if applicable Date

X______________________________________________
Signature

_______________________________________________
Capacity, if applicable Date

4--------Ways to Withdraw-------

It may take up to 30 days to activate the following features. Complete only
the section(s) that apply to the features you would like.

A. Systematic Withdrawal Plan (SWP)
You can receive monthly, quarterly, or semiannual checks from your account in
any amount you select, with certain limitations. Your redemption checks can
be sent to you at the address of record for your account, to your bank
account, or to another person you choose. The value of the shares in your
account must be at least $5,000 and you must reinvest all of your
distributions. Checks will be processed on the 10th calendar day of the month
or the following business day. If you receive your SWP payment via electronic
funds transfer (EFT), you may request it to be processed any day of the month.
Withdrawals in excess of 12% annually of your current account value will not be
accepted. Redemptions made in addition to SWP payments may be subject to a
contingent deferred sales charge for Class B or Class D shares. Please consult
your financial or tax adviser before electing this option.

Colonial Tax-Managed Growth Fund

Withdrawal Amount
Redeem shares from account as follows:
Dollar amount of payment $___________
or
Total annual %_________

Frequency (choose one)
__Monthly __Quarterly __Semiannually

I would like payments to begin _____/_____ (day, if indicating EFT,month).

Payment Instructions
Send the payment to (choose one):
__My address of record.
__My bank account via EFT. Please complete the Bank Information section below.
All EFT transactions will be made two business days after the processing date.
Your bank must be a member of the Automated Clearing House system.
__The payee listed at right. If more than one payee, provide the name,
address, payment amount, and frequency for other payees (maximum of 5) on
a separate sheet. If you are adding this service to an existing account,
please sign below and have your signature(s) guaranteed.

______________________________________________
Name of payee

______________________________________________
Address of payee

______________________________________________
City

______________________________________________
State Zip

______________________________________________
Payee's bank account number, if applicable

B. Telephone Withdrawal Options
All telephone transaction calls are recorded. These options are not available
for retirement accounts. Please sign below and have your signature(s)
guaranteed.

1. Telephone Redemption
__I would like the Telephone Redemption privilege either by federal fund wire
or EFT. Telephone redemptions over $500 will be sent via federal fund wire,
usually on the next business day ($7.50 will be deducted). Redemptions of
$500 or less will be sent by check to your designated bank.

2. On-Demand EFT Redemption
__I would like the On-Demand EFT Redemption Privilege. Proceeds paid via EFT
will be credited to your bank account two business days after the process
date. You or your financial adviser may withdraw shares from your fund account
by telephone and send your money to your bank account. If you are adding this
service to an existing account, complete the Bank Information section below
and have all shareholder signatures guaranteed.

Colonial's and the Fund's liability is limited when following telephone
instructions; a shareholder may suffer a loss from an unauthorized transaction
reasonably believed by Colonial to have been authorized.

Bank Information (For Sections A and B Above)
I authorize deposits to the following bank account:

____________________________________________________________
Bank name City Bank account number

____________________________________________________________
Bank street address State Zip Bank routing # (your bank
can provide this)

X__________________________________
Signature of account owner(s)

X__________________________________
Signature of account owner(s) Place signature guarantee here.

5-----Ways to Reduce Your Sales Charge--------

These services can help you reduce your sales charge while increasing your
share balance over the long term.

A. Right of Accumulation
If you, your spouse or your children own any other shares in other
Colonial funds, you may be eligible for a reduced sales charge. The combined
value of your accounts must be $50,000 or more. Class A shares of money market
funds are not eligible unless purchased by exchange from another Colonial fund.

The sales charge for your purchase will be based on the sum of the purchase(s)
added to the value of all shares in other Colonial funds at the previous
day's public offering price.

__Please link the accounts listed below for Right of Accumulation privileges,
so that this and future purchases will receive any discount for which they
are eligible.

1 _____________________________________
Name on account

_____________________________________
Account number

2 _____________________________________
Name on account

_____________________________________
Account number

B. Statement of Intent
If you agree in advance to invest at least $50,000 within 13 months, you'll
pay a lower sales charge on every dollar you invest. If you sign a Statement
of Intent within 90 days after you establish your account, you can receive a
retroactive discount on prior investments. The amount required to receive a
discount varies by fund; see the sales charge table in the "How to Buy Shares"
section of your fund prospectus.

__I want to reduce my sales charge.
I agree to invest $ _______________ over a 13-month period starting
______/______/ 19______ (not more than 90 days prior to this application). I
understand an additional sales charge must be paid if I do not complete this
Statement of Intent.

6-------------Periodic Additional Investments------------

Fundamatic/On-Demand EFT Purchase (Minimum $250.00)
Fundamatic automatically transfers the specified amount from your bank
checking account to your Colonial fund account on a regular basis. The On-
Demand EFT Purchase program moves money from your bank checking account to
your Colonial fund account by electronic funds transfer based on your
telephone request. You will receive the applicable price two
business days after the receipt of your request. Your bank needs to be a
member of the Automated Clearing House System. Please attach a blank check
marked "VOID." Also, complete the section below. Please allow 3 weeks for
Colonial to establish these services with your bank.

Colonial Tax-Managed Growth Fund

_________________________________
Account number

$_____________________ _________________
Amount to transfer Month to start

__On-Demand Purchase (will be automatically established if you choose
Fundamatic)
__Fundamatic Frequency
__Monthly or __Quarterly

Check one:

__EFT- Choose any day of the month_____________________
__Paper Draft-Choose either the:
__5th day of the month
__20th day of the month

Authorization to honor checks drawn by Colonial Investors Service Center,
Inc. Do Not Detach. Make sure all depositors on the bank account sign to
the far right. Please attach a blank check marked "VOID" here. See reverse
for bank instructions.

I authorize Colonial to draw on my bank account, by check or electronic funds
transfer, for an investment in a Colonial fund. Colonial and my bank are not
liable for any loss arising from delays or dishonored draws. If a draw is not
honored, I understand that notice may not be given and Colonial may reverse
the purchase and charge my account $15.

______________________________________
Bank name

______________________________________
Bank street address

______________________________________
City State Zip

______________________________________
Bank account number

______________________________________
Bank routing #

X_____________________________________
Depositor's Signature(s)
Exactly as appears on bank records

7-------------Financial Service Firm---------------------
To be completed by a Representative of your financial service firm.

This application is submitted in accordance with our selling agreement with
Colonial Investment Services, Inc. (CISI), the Fund's prospectus, and this
application. We will notify CISI, Inc., of any purchase made under a Statement
of Intent, Right of Accumulation, or Sponsored Arrangement. We guarantee the
signatures on this application and the legal capacity of the signers.

_____________________________________
Representative's name

_____________________________________
Representative's number

_____________________________________
Representative's phone number

_____________________________________
Account # for client at financial
service firm

_____________________________________
Branch office address

_____________________________________
City

_____________________________________
State Zip

_____________________________________
Branch office number

_____________________________________
Name of financial service firm

_____________________________________
Main office address

_____________________________________
City

_____________________________________
State Zip

X____________________________________
Authorized signature

8----------Request for a Combined Quarterly Statement Mailing-----------
Colonial can mail all of your quarterly statements in one envelope. This
option simplifies your record keeping and helps reduce fund expenses.

__I want to receive a combined quarterly mailing for all my accounts. Please
indicate accounts to be linked.

____________________________ ____________________________
Account # or Taxpayer I.D. # Account # or Taxpayer I.D. #

____________________________
Account # or Taxpayer I.D. #

Fundamatic (See Reverse Side)
Applications must be received before the start date for processing.

This program's deposit privilege can be revoked by Colonial without prior
notice if any check is not paid upon presentation. Colonial has no obligation
to notify the shareholder of non-payment of any draw. This program may be
discontinued by Colonial by written notice at least 30 business days prior
to the due date of any draw or by the shareholder at any time.

To the Bank Named on the Reverse Side:

Your depositor has authorized Colonial Investors Service Center, Inc. to
collect amounts due under an investment program from his/her personal checking
account. When you pay and charge the draws to the account of your depositor
executing the authorization payable to the order of Colonial Investors
Service Center, Inc., Colonial Investment Services, Inc., hereby indemnifies
and holds you harmless from any loss (including reasonable expenses) you may
suffer from honoring such draw, except any losses due to your payment of any
draw against insufficient funds.

MG-009D-1196

COLONIAL TAX-MANAGED GROWTH FUND
Statement of Additional Information
December 30, 1996

This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectus of Colonial
Tax-Managed Growth Fund (Fund). This SAI is not a prospectus and is authorized
for distribution only when accompanied or preceded by the Prospectus of the Fund
dated December 30, 1996. This SAI should be read together with the Prospectus.
Investors may obtain a free copy of the Prospectus from Colonial Investment
Services, Inc., One Financial Center, Boston, MA 02111-2621.

TABLE OF CONTENTS
Page
Definitions 2
Investment Policies 2
Additional Information Concerning Investment Practices 2
Taxes - General 9
Additional Tax Matters Concerning Gift Shares 11
Management of the Fund 12
Portfolio Turnover 18
Determination of Net Asset Value 18
How to Buy Shares 19
Special Purchase Programs/Investor Services 19
Programs for Reducing or Eliminating Sales Charges 20
How to Sell Shares 22
Suspension of Redemptions 23
Shareholder Liability 23
Shareholder Meetings 23
Performance Measures 23
Appendix I 25

MG-16/008D-1196

DEFINITIONS
"Trust" Colonial Trust I
"Fund" Colonial Tax-Managed Growth Fund
"Administrator" Colonial Management Associates, Inc., the Fund's
administrator
"CISI" Colonial Investment Services, Inc., the distributor
of the Fund and each of the
open-end mutual funds in the Colonial funds complex
"CISC" Colonial Investors Service Center, Inc., shareholder
services and transfer agent to the Fund and each of
the open-end mutual funds in the Colonial funds
complex
"Adviser" Stein Roe & Farnham Incorporated, the Fund's
investment adviser

INVESTMENT POLICIES
The Fund is subject to the following fundamental investment policies, which may
not be changed without the affirmative vote of a majority of the Fund's
outstanding voting securities. The Investment Company Act of 1940 (Act) provides
that a "vote of a majority of the outstanding voting securities" means the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares of
the Fund or the Fund, or (2) 67% or more of the shares present at a meeting if
more than 50% of the outstanding shares are represented at the meeting in person
or by proxy.

As fundamental investment policies, the Fund may not:
1. Issue senior securities other than through borrowing money from banks
for temporary or emergency purposes up to 10% of its net assets;
2. Own real estate except real estate having a value no more than 5% of the
Fund's total assets acquired as the result of owning securities (nothing
in this restriction shall limit the Fund's ability to purchase and sell
(i) securities which are secured by real estate and (ii) securities of
companies which invest or deal in real estate);
3. Invest in commodities, except that the Fund may purchase and sell futures
contracts and related options to the extent that total initial margin and
premiums on the contracts do not exceed 5% of its total assets;
4. Underwrite securities issued by others except to the extent the Fund
could be deemed an underwriter when disposing of portfolio securities;
5. Make loans, except through (i) lending of securities not exceeding 30% of
total assets, (ii) the purchase of debt instruments or similar evidences
of indebtedness typically sold privately to financial institutions and
(iii) repurchase agreements; and
6. Concentrate more than 25% of its total assets in any one industry or with
respect to 75% of total assets purchase any security (other than
obligations of the U.S. government and cash items including receivables)
if as a result more than 5% of its total assets would then be invested in
securities of a single issuer, or purchase voting securities of an issuer
if, as a result of such purchase the Fund would own more than 10% of the
outstanding voting shares of such issuer.

As non-fundamental investment policies which may be changed without a
shareholder vote, the Fund may not:
1. Purchase securities on margin, but it may receive short-term credit to
clear securities transactions and may make initial or
maintenance margin deposits in connection with futures transactions;
2. Have a short securities position, unless the Fund owns, or owns rights
(exercisable without payment) to acquire, an equal amount of such
securities;
3. Invest in interests in oil, gas or other mineral exploration or
development programs, including leases;
4. Pledge more than 33% of its total assets; and
5. Invest more than 15% of its net assets in illiquid assets.

Total assets and net assets are determined at current value for purposes of
compliance with investment restrictions and policies. All percentage limitations
will apply at the time of investment and are not violated unless an excess or
deficiency occurs as a result of such investment. For the purpose of the Act
diversification requirement, an issuer is the entity whose revenues support the
security.

ADDITIONAL INFORMATION CONCERNING CERTAIN INVESTMENT PRACTICES
Additional information concerning certain of the Fund's investments and
investment practices is set forth below.

Foreign Securities
The Fund may invest in securities traded in markets outside the United States.
Foreign investments can be affected favorably or unfavorably by changes in
currency rates and in exchange control regulations. There may be less publicly
available information about a foreign company than about a U.S. company, and
foreign companies may not be subject to accounting, auditing and financial
reporting standards comparable to those applicable to U.S. companies. Securities
of some foreign companies are less liquid or more volatile than securities of
U.S. companies, and foreign brokerage commissions and custodian fees may be
higher than in the United States. Investments in foreign securities can involve
other risks different from those affecting U.S. investments, including local
political or economic developments, expropriation or nationalization of assets
and imposition of withholding taxes on dividend or interest payments. Foreign
securities, like other assets of the Fund, will be held by the Fund's custodian
or by a subcustodian or depository. See also "Foreign Currency Transactions"
below.

The Fund may invest in certain Passive Foreign Investment Companies (PFICs)
which may be subject to U.S. federal income tax on a portion of any "excess
distribution" or gain (PFIC tax) related to the investment. The PFIC tax is the
highest ordinary income rate, and it could be increased by an interest charge on
the deemed tax deferral.

The Fund may possibly elect to include in its income its pro rata share of the
ordinary earnings and net capital gain of PFICs. This election requires certain
annual information from the PFICs which in many cases may be difficult to
obtain. An alternative election would permit the Fund to recognize as income any
appreciation (but not depreciation) on its holdings of PFICs as of the end of
its fiscal year.

Money Market Instruments
Government obligations are issued by the U.S. or foreign governments, their
subdivisions, agencies and instrumentalities. Supranational obligations are
issued by supranational entities and are generally designed to promote economic
improvements. Certificates of deposits are issued against deposits in a
commercial bank with a defined return and maturity. Banker's acceptances are
used to finance the import, export or storage of goods and are "accepted" when
guaranteed at maturity by a bank. Commercial paper is promissory notes issued by
businesses to finance short-term needs (including those with floating or
variable interest rates, or including a frequent interval put feature).
Short-term corporate obligations are bonds and notes (with one year or less to
maturity at the time of purchase) issued by businesses to finance long-term
needs. Participation Interests include the underlying securities and any related
guaranty, letter of credit, or collateralization arrangement which the Fund
would be allowed to invest in directly.

Securities Loans
The Fund may make secured loans of its portfolio securities amounting to not
more than the percentage of its total assets specified in the Prospectus,
thereby realizing additional income. The risks in lending portfolio securities,
as with other extensions of credit, consist of possible delay in recovery of the
securities or possible loss of rights in the collateral should the borrower fail
financially. As a matter of policy, securities loans are made to banks and
broker-dealers pursuant to agreements requiring that loans be continuously
secured by collateral in cash or short-term debt obligations at least equal at
all times to the value of the securities on loan. The borrower pays to the Fund
an amount equal to any dividends or interest received on securities lent. The
Fund retains all or a portion of the interest received on investment of the cash
collateral or receives a fee from the borrower. Although voting rights, or
rights to consent, with respect to the loaned securities pass to the borrower,
the Fund retains the right to call the loans at any time on reasonable notice,
and it will do so in order that the securities may be voted by the Fund if the
holders of such securities are asked to vote upon or consent to matters
materially affecting the investment. The Fund may also call such loans in order
to sell the securities involved.

Repurchase Agreements
The Fund may enter into repurchase agreements. A repurchase agreement is a
contract under which the Fund acquires a security for a relatively short period
(usually not more than one week) subject to the obligation of the seller to
repurchase and the Fund to resell such security at a fixed time and price
(representing the Fund's cost plus interest). It is the Fund's present intention
to enter into repurchase agreements only with commercial banks and registered
broker-dealers and only with respect to obligations of the U.S. government or
its agencies or instrumentalities. Repurchase agreements may also be viewed as
loans made by the Fund which are collateralized by the securities subject to
repurchase. The Adviser will monitor such transactions to determine that the
value of the underlying securities is at least equal at all times to the total
amount of the repurchase obligation, including the interest factor. If the
seller defaults, the Fund could realize a loss on the sale of the underlying
security to the extent that the proceeds of sale including accrued interest are
less than the resale price provided in the agreement including interest. In
addition, if the seller should be involved in bankruptcy or insolvency
proceedings, the Fund may incur delay and costs in selling the underlying
security or may suffer a loss of principal and interest if the Fund is treated
as an unsecured creditor and required to return the underlying collateral to the
seller's estate.

Options on Securities
Writing covered options. The Fund may write covered call options and covered put
options on securities held in its portfolio. Call options written by the Fund
give the purchaser the right to buy the underlying securities from the Fund at a
stated exercise price; put options give the purchaser the right to sell the
underlying securities to the Fund at a stated price.

The Fund may write only covered options, which means that, so long as the Fund
is obligated as the writer of a call option, it will own the underlying
securities subject to the option (or comparable securities satisfying the cover
requirements of securities exchanges). In the case of put options, the Fund will
hold cash and/or high-grade short-term debt obligations equal to the price to be
paid if the option is exercised. In addition, the Fund will be considered to
have covered a put or call option if and to the extent that it holds an option
that offsets some or all of the risk of the option it has written. The Fund may
write combinations of covered puts and calls on the same underlying security.

The Fund will receive a premium from writing a put or call option, which
increases the Fund's return on the underlying security if the option expires
unexercised or is closed out at a profit. The amount of the premium reflects,
among other things, the relationship between the exercise price and the current
market value of the underlying security, the volatility of the underlying
security, the amount of time remaining until expiration, current interest rates,
and the effect of supply and demand in the options market and in the market for
the underlying security. By writing a call option, the Fund limits its
opportunity to profit from any increase in the market value of the underlying
security above the exercise price of the option but continues to bear the risk
of a decline in the value of the underlying security. By writing a put option,
the Fund assumes the risk that it may be required to purchase the underlying
security for an exercise price higher than its then-current market value,
resulting in a potential capital loss unless the security subsequently
appreciates in value.

The Fund may terminate an option that it has written prior to its expiration by
entering into a closing purchase transaction in which it purchases an offsetting
option. The Fund realizes a profit or loss from a closing transaction if the
cost of the transaction (option premium plus transaction costs) is less or more
than the premium received from writing the option. Because increases in the
market price of a call option generally reflect increases in the market price of
the security underlying the option, any loss resulting from a closing purchase
transaction may be offset in whole or in part by unrealized appreciation of the
underlying security.

If the Fund writes a call option but does not own the underlying security, and
when it writes a put option, the Fund may be required to deposit cash or
securities with its broker as "margin" or collateral for its obligation to buy
or sell the underlying security. As the value of the underlying security varies,
the Fund may have to deposit additional margin with the broker. Margin
requirements are complex and are fixed by individual brokers, subject to minimum
requirements currently imposed by the Federal Reserve Board and by stock
exchanges and other self-regulatory organizations.

Purchasing put options. The Fund may purchase put options to protect its
portfolio holdings in an underlying security against a decline in market value.
Such hedge protection is provided during the life of the put option since the
Fund, as holder of the put option, is able to sell the underlying security at
the put exercise price regardless of any decline in the underlying security's
market price. For a put option to be profitable, the market price of the
underlying security must decline sufficiently below the exercise price to cover
the premium and transaction costs. By using put options in this manner, the Fund
will reduce any profit it might otherwise have realized from appreciation of the
underlying security by the premium paid for the put option and by transaction
costs.

Purchasing call options. The Fund may purchase call options to hedge against an
increase in the price of securities that the Fund wants ultimately to buy. Such
hedge protection is provided during the life of the call option since the Fund,
as holder of the call option, is able to buy the underlying security at the
exercise price regardless of any increase in the underlying security's market
price. In order for a call option to be profitable, the market price of the
underlying security must rise sufficiently above the exercise price to cover the
premium and transaction costs. These costs will reduce any profit the Fund might
have realized had it bought the underlying security at the time it purchased the
call option.

Over-the-Counter (OTC) options. The Staff of the Division of Investment
Management of the Securities and Exchange Commission (SEC) has taken the
position that OTC options purchased by the Fund and assets held to cover OTC
options written by the Fund are illiquid securities. Although the Staff has
indicated that it is continuing to evaluate this issue, pending further
developments, the Fund intends to enter into OTC options transactions only with
primary dealers in U.S. Government Securities and, in the case of OTC options
written by the Fund, only pursuant to agreements that will assure that the Fund
will at all times have the right to repurchase the option written by it from the
dealer at a specified formula price. The Fund will treat the amount by which
such formula price exceeds the amount, if any, by which the option may be
"in-the-money" as an illiquid investment. It is the present policy of the Fund
not to enter into any OTC option transaction if, as a result, more than 15% of
the Fund's net assets would be invested in (i) illiquid investments (determined
under the foregoing formula) relating to OTC options written by the Fund, (ii)
OTC options purchased by the Fund, (iii) securities which are not readily
marketable, and (iv) repurchase agreements maturing in more than seven days.

Risk factors in options transactions. The successful use of the Fund's options
strategies depends on the ability of the Adviser to forecast interest rate and
market movements correctly.

When it purchases an option, the Fund runs the risk that it will lose its entire
investment in the option in a relatively short period of time, unless the Fund
exercises the option or enters into a closing sale transaction with respect to
the option during the life of the option. If the price of the underlying
security does not rise (in the case of a call) or fall (in the case of a put) to
an extent sufficient to cover the option premium and transaction costs, the Fund
will lose part or all of its investment in the option. This contrasts with an
investment by the Fund in the underlying securities, since the Fund may continue
to hold its investment in those securities notwithstanding the lack of a change
in price of those securities.

The effective use of options also depends on the Fund's ability to terminate
option positions at times when the Adviser deems it desirable to do so. Although
the Fund will take an option position only if the Adviser believes there is a
liquid secondary market for the option, there is no assurance that the Fund will
be able to effect closing transactions at any particular time or at an
acceptable price.

If a secondary trading market in options were to become unavailable, the Fund
could no longer engage in closing transactions. Lack of investor interest might
adversely affect the liquidity of the market for particular options or series of
options. A marketplace may discontinue trading of a particular option or options
generally. In addition, a market could become temporarily unavailable if unusual
events -- such as volume in excess of trading or clearing capability -- were to
interrupt normal market operations.

A marketplace may at times find it necessary to impose restrictions on
particular types of options transactions, which may limit the Fund's ability to
realize its profits or limit its losses.

Disruptions in the markets for the securities underlying options purchased or
sold by the Fund could result in losses on the options. If trading is
interrupted in an underlying security, the trading of options on that security
is normally halted as well. As a result, the Fund as purchaser or writer of an
option will be unable to close out its positions until options trading resumes,
and it may be faced with losses if trading in the security reopens at a
substantially different price. In addition, the Options Clearing Corporation
(OCC) or other options markets may impose exercise restrictions. If a
prohibition on exercise is imposed at the time when trading in the option has
also been halted, the Fund as purchaser or writer of an option will be locked
into its position until one of the two restrictions has been lifted. If a
prohibition on exercise remains in effect until an option owned by the Fund has
expired, the Fund could lose the entire value of its option.

Special risks are presented by internationally-traded options. Because of time
differences between the United States and various foreign countries, and because
different holidays are observed in different countries, foreign options markets
may be open for trading during hours or on days when U.S. markets are closed. As
a result, option premiums may not reflect the current prices of the underlying
interest in the United States.

Futures Contracts and Related Options
Upon entering into futures contracts, in compliance with the SEC's requirements,
liquid securities, equal in value to the amount of the Fund's obligation under
the contract (less any applicable margin deposits and any assets that constitute
"cover" for such obligation), will be segregated with the Fund's custodian. For
example, if the Fund enters into a contract denominated in a foreign currency,
the Fund will segregate securities equal in value to the difference between the
Fund's obligation under the contract and the aggregate value of all readily
marketable equity securities denominated in the applicable foreign currency held
by the Fund.

A futures contract sale creates an obligation by the seller to deliver the type
of instrument called for in the contract in a specified delivery month for a
stated price. A futures contract purchase creates an obligation by the purchaser
to take delivery of the type of instrument called for in the contract in a
specified delivery month at a stated price. The specific instruments delivered
or taken at settlement date are not determined until on or near that date. The
determination is made in accordance with the rules of the exchanges on which the
futures contract was made. Futures contracts are traded in the United States
only on commodity exchange or boards of trade -- known as "contract markets" --
approved for such trading by the Commodity Futures Trading Commission (CFTC),
and must be executed through a futures commission merchant or brokerage firm
which is a member of the relevant contract market.

Although futures contracts by their terms call for actual delivery or acceptance
of commodities or securities, the contracts usually are closed out before the
settlement date without the making or taking of delivery. Closing out a futures
contract sale is effected by purchasing a futures contract for the same
aggregate amount of the specific type of financial instrument or commodity with
the same delivery date. If the price of the initial sale of the futures contract
exceeds the price of the offsetting purchase, the seller is paid the difference
and realizes a gain. Conversely, if the price of the offsetting purchase exceeds
the price of the initial sale, the seller realizes a loss. Similarly, the
closing out of a futures contract purchase is effected by the purchaser's
entering into a futures contract sale. If the offsetting sale price exceeds the
purchase price, the purchaser realizes a gain, and if the purchase price exceeds
the offsetting sale price, the purchaser realizes a loss.

Unlike when the Fund purchases or sells a security, no price is paid or received
by the Fund upon the purchase or sale of a futures contract, although the Fund
is required to deposit with its custodian in a segregated account in the name of
the futures broker an amount of cash and/or U.S. Government Securities. This
amount is known as "initial margin". The nature of initial margin in futures
transactions is different from that of margin in security transactions in that
futures contract margin does not involve the borrowing of funds by the Fund to
finance the transactions. Rather, initial margin is in the nature of a
performance bond or good faith deposit on the contract that is returned to the
Fund upon termination of the futures contract, assuming all contractual
obligations have been satisfied. Futures contracts also involve brokerage costs.

Subsequent payments, called "variation margin", to and from the broker (or the
custodian) are made on a daily basis as the price of the underlying security or
commodity fluctuates, making the long and short positions in the futures
contract more or less valuable, a process known as "marking to market."

The Fund may elect to close some or all of its futures positions at any time
prior to their expiration. The purpose of making such a move would be to reduce
or eliminate the hedge position then currently held by the Fund. The Fund may
close its positions by taking opposite positions which will operate to terminate
the Fund's position in the futures contracts. Final determinations of variation
margin are then made, additional cash is required to be paid by or released to
the Fund, and the Fund realizes a loss or a gain. Such closing transactions
involve additional commission costs.

Options on futures contracts. The Fund will enter into written options on
futures contracts only when, in compliance with the SEC's requirements, cash or
equivalents equal in value to the commodity value (less any applicable margin
deposits) have been deposited in a segregated account of the Fund's custodian.
The Fund may purchase and write call and put options on futures contracts it may
buy or sell and enter into closing transactions with respect to such options to
terminate existing positions. The Fund may use such options on futures contracts
in lieu of writing options directly on the underlying securities or purchasing
and selling the underlying futures contracts. Such options generally operate in
the same manner as options purchased or written directly on the underlying
investments.

As with options on securities, the holder or writer of an option may terminate
his position by selling or purchasing an offsetting option. There is no
guarantee that such closing transactions can be effected.

The Fund will be required to deposit initial margin and maintenance margin with
respect to put and call options on futures contracts written by it pursuant to
brokers' requirements similar to those described above.

Risks of transactions in futures contracts and related options. Successful use
of futures contracts by the Fund is subject to the Adviser`s ability to predict
correctly movements in the direction of interest rates and other factors
affecting securities markets.

Compared to the purchase or sale of futures contracts, the purchase of call or
put options on futures contracts involves less potential risk to the Fund
because the maximum amount at risk is the premium paid for the options (plus
transaction costs). However, there may be circumstances when the purchase of a
call or put option on a futures contract would result in a loss to the Fund when
the purchase or sale of a futures contract would not, such as when there is no
movement in the prices of the hedged investments. The writing of an option on a
futures contract involves risks similar to those risks relating to the sale of
futures contracts.

There is no assurance that higher than anticipated trading activity or other
unforeseen events might not, at times, render certain market clearing facilities
inadequate, and thereby result in the institution, by exchanges, of special
procedures which may interfere with the timely execution of customer orders.

To reduce or eliminate a hedge position held by the Fund, the Fund may seek to
close out a position. The ability to establish and close out positions will be
subject to the development and maintenance of a liquid secondary market. It is
not certain that this market will develop or continue to exist for a particular
futures contract. Reasons for the absence of a liquid secondary market on an
exchange include the following: (i) there may be insufficient trading interest
in certain contracts or options; (ii) restrictions may be imposed by an exchange
on opening transactions or closing transactions or both; (iii) trading halts,
suspensions or other restrictions may be imposed with respect to particular
classes or series of contracts or options, or underlying securities; (iv)
unusual or unforeseen circumstances may interrupt normal operations on an
exchange; (v) the facilities of an exchange or a clearing corporation may not at
all times be adequate to handle current trading volume; or (vi) one or more
exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of contracts or options (or a particular
class or series of contracts or options), in which event the secondary market on
that exchange (or in the class or series of contracts or options) would cease to
exist, although outstanding contracts or options on the exchange that had been
issued by a clearing corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms.

Index futures contracts. An index futures contract is a contract to buy or sell
units of an index at a specified future date at a price agreed upon when the
contract is made. Entering into a contract to buy units of an index is commonly
referred to as buying or purchasing a contract or holding a long position in the
index. Entering into a contract to sell units of an index is commonly referred
to as selling a contract or holding a short position. A unit is the current
value of the index. The Fund may enter into stock index futures contracts, debt
index futures contracts, or other index futures contracts appropriate to its
objective(s). The Fund may also purchase and sell options on index futures
contracts.

There are several risks in connection with the use by the Fund of index futures
as a hedging device. One risk arises because of the imperfect correlation
between movements in the prices of the index futures and movements in the prices
of securities which are the subject of the hedge. The Adviser will attempt to
reduce this risk by selling, to the extent possible, futures on indices the
movements of which will, in its judgment, have a significant correlation with
movements in the prices of the Fund's portfolio securities sought to be hedged.

Successful use of index futures by the Fund for hedging purposes is also subject
to the Adviser's ability to predict correctly movements in the direction of the
market. It is possible that, where the Fund has sold futures to hedge its
portfolio against a decline in the market, the index on which the futures are
written may advance and the value of securities held in the Fund's portfolio may
decline. If this occurs, the Fund would lose money on the futures and also
experience a decline in the value in its portfolio securities. However, while
this could occur to a certain degree, the Adviser believes that over time the
value of the Fund's portfolio will tend to move in the same direction as the
market indices which are intended to correlate to the price movements of the
portfolio securities sought to be hedged. It is also possible that, if the Fund
has hedged against the possibility of a decline in the market adversely
affecting securities held in its portfolio and securities prices increase
instead, the Fund will lose part or all of the benefit of the increased values
of those securities that it has hedged because it will have offsetting losses in
its futures positions. In addition, in such situations, if the Fund has
insufficient cash, it may have to sell securities to meet daily variation margin
requirements.

In addition to the possibility that there may be an imperfect correlation, or no
correlation at all, between movements in the index futures and the securities of
the portfolio being hedged, the prices of index futures may not correlate
perfectly with movements in the underlying index due to certain market
distortions. First, all participants in the futures markets are subject to
margin deposit and maintenance requirements. Rather than meeting additional
margin deposit requirements, investors may close futures contracts through
offsetting transactions which would distort the normal relationship between the
index and futures markets. Second, margin requirements in the futures market are
less onerous than margin requirements in the securities market, and as a result
the futures market may attract more speculators than the securities market.
Increased participation by speculators in the futures market may also cause
temporary price distortions. Due to the possibility of price distortions in the
futures market and also because of the imperfect correlation between movements
in the index and movements in the prices of index futures, even a correct
forecast of general market trends by the Adviser may still not result in a
successful hedging transaction.

Options on index futures. Options on index futures are similar to options on
securities except that options on index futures give the purchaser the right, in
return for the premium paid, to assume a position in an index futures contract
(a long position if the option is a call and a short position if the option is a
put), at a specified exercise price at any time during the period of the option.
Upon exercise of the option, the delivery of the futures position by the writer
of the option to the holder of the option will be accompanied by delivery of the
accumulated balance in the writer's futures margin account which represents the
amount by which the market price of the index futures contract, at exercise,
exceeds (in the case of a call) or is less than (in the case of a put) the
exercise price of the option on the index future. If an option is exercised on
the last trading day prior to the expiration date of the option, the settlement
will be made entirely in cash equal to the difference between the exercise price
of the option and the closing level of the index on which the future is based on
the expiration date. Purchasers of options who fail to exercise their options
prior to the exercise date suffer a loss of the premium paid.

Options on indices. As an alternative to purchasing call and put options on
index futures, the Fund may purchase call and put options on the underlying
indices themselves. Such options could be used in a manner identical to the use
of options on index futures.

Foreign Currency Transactions
The Fund may engage in currency exchange transactions to protect against
uncertainty in the level of future currency exchange rates.

The Fund may engage in both "transaction hedging" and "position hedging". When
it engages in transaction hedging, the Fund enters into foreign currency
transactions with respect to specific receivables or payables of the Fund
generally arising in connection with the purchase or sale of its portfolio
securities. The Fund will engage in transaction hedging when it desires to "lock
in" the U.S. dollar price of a security it has agreed to purchase or sell, or
the U.S. dollar equivalent of a dividend or interest payment in a foreign
currency. By transaction hedging the Fund attempts to protect itself against a
possible loss resulting from an adverse change in the relationship between the
U.S. dollar and the applicable foreign currency during the period between the
date on which the security is purchased or sold, or on which the dividend or
interest payment is declared, and the date on which such payments are made or
received.

The Fund may purchase or sell a foreign currency on a spot (or cash) basis at
the prevailing spot rate in connection with the settlement of transactions in
portfolio securities denominated in that foreign currency. The Fund may also
enter into contracts to purchase or sell foreign currencies at a future date
("forward contracts") and purchase and sell foreign currency futures contracts.

For transaction hedging purposes the Fund may also purchase exchange-listed and
over-the-counter call and put options on foreign currency futures contracts and
on foreign currencies. Over-the-counter options are considered to be illiquid by
the SEC staff. A put option on a futures contract gives the Fund the right to
assume a short position in the futures contract until expiration of the option.
A put option on currency gives the Fund the right to sell a currency at an
exercise price until the expiration of the option. A call option on a futures
contract gives the Fund the right to assume a long position in the futures
contract until the expiration of the option. A call option on currency gives the
Fund the right to purchase a currency at the exercise price until the expiration
of the option.

When it engages in position hedging, the Fund enters into foreign currency
exchange transactions to protect against a decline in the values of the foreign
currencies in which its portfolio securities are denominated (or an increase in
the value of currency for securities which the Fund expects to purchase, when
the Fund holds cash or short-term investments). In connection with position
hedging, the Fund may purchase put or call options on foreign currency and
foreign currency futures contracts and buy or sell forward contracts and foreign
currency futures contracts. The Fund may also purchase or sell foreign currency
on a spot basis.

The precise matching of the amounts of foreign currency exchange transactions
and the value of the portfolio securities involved will not generally be
possible since the future value of such securities in foreign currencies will
change as a consequence of market movements in the value of those securities
between the dates the currency exchange transactions are entered into and the
dates they mature.

It is impossible to forecast with precision the market value of portfolio
securities at the expiration or maturity of a forward or futures contract.
Accordingly, it may be necessary for the Fund to purchase additional foreign
currency on the spot market (and bear the expense of such purchase) if the
market value of the security or securities being hedged is less than the amount
of foreign currency the Fund is obligated to deliver and if a decision is made
to sell the security or securities and make delivery of the foreign currency.
Conversely, it may be necessary to sell on the spot market some of the foreign
currency received upon the sale of the portfolio security or securities if the
market value of such security or securities exceeds the amount of foreign
currency the Fund is obligated to deliver.

Transaction and position hedging do not eliminate fluctuations in the underlying
prices of the securities which the Fund owns or intends to purchase or sell.
They simply establish a rate of exchange which one can achieve at some future
point in time. Additionally, although these techniques tend to minimize the risk
of loss due to a decline in the value of the hedged currency, they tend to limit
any potential gain which might result from the increase in value of such
currency.

Currency forward and futures contracts. Upon entering into such contracts, in
compliance with the SEC's requirements, liquid securities, equal in value to the
amount of the Fund's obligation under the contract (less any applicable margin
deposits and any assets that constitute "cover" for such obligation), will be
segregated with the Fund's custodian. For example, if the Fund enters into a
contract denominated in a foreign currency, the Fund will segregate cash, cash
equivalents or high-grade debt securities equal in value to the difference
between the Fund's obligation under the contract and the aggregate value of all
readily marketable equity securities denominated in the applicable foreign
currency held by the Fund.

A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract as agreed by the parties, at a price set at the time of
the contract. In the case of a cancelable contract, the holder has the
unilateral right to cancel the contract at maturity by paying a specified fee.
The contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A
contract generally has no deposit requirement, and no commissions are charged at
any stage for trades. A currency futures contract is a standardized contract for
the future delivery of a specified amount of a foreign currency at a future date
at a price set at the time of the contract. Currency futures contracts traded in
the United States are designed and traded on exchanges regulated by the CFTC,
such as the New York Mercantile Exchange.

Forward currency contracts differ from currency futures contracts in certain
respects. For example, the maturity date of a forward contract may be any fixed
number of days from the date of the contract agreed upon by the parties, rather
than a predetermined date in a given month. Forward contracts may be in any
amounts agreed upon by the parties rather than predetermined amounts. Also,
forward contracts are traded directly between currency traders so that no
intermediary is required. A forward contract generally requires no margin or
other deposit.

At the maturity of a forward or futures contract, the Fund may either accept or
make delivery of the currency specified in the contract, or at or prior to
maturity enter into a closing transaction involving the purchase or sale of an
offsetting contract. Closing transactions with respect to forward contracts are
usually effected with the currency trader who is a party to the original forward
contract. Closing transactions with respect to futures contracts are effected on
a commodities exchange; a clearing corporation associated with the exchange
assumes responsibility for closing out such contracts.

Positions in currency futures contracts may be closed out only on an exchange or
board of trade which provides a secondary market in such contracts. Although the
Fund intends to purchase or sell currency futures contracts only on exchanges or
boards of trade where there appears to be an active secondary market, there is
no assurance that a secondary market on an exchange or board of trade will exist
for any particular contract or at any particular time. In such event, it may not
be possible to close a futures position and, in the event of adverse price
movements, the Fund would continue to be required to make daily cash payments of
variation margin.

Currency options. In general, options on currencies operate similarly to options
on securities and are subject to many similar risks. Currency options are traded
primarily in the over-the-counter market, although options on currencies have
recently been listed on several exchanges. Options are traded not only on the
currencies of individual nations, but also on the European Currency Unit
("ECU"). The ECU is composed of amounts of a number of currencies, and is the
official medium of exchange of the European Economic Community's European
Monetary System.

The Fund will only purchase or write currency options when the Adviser believes
that a liquid secondary market exists for such options. There can be no
assurance that a liquid secondary market will exist for a particular option at
any specified time. Currency options are affected by all of those factors which
influence exchange rates and investments generally. To the extent that these
options are traded over the counter, they are considered to be illiquid by the
SEC staff.

The value of any currency, including the U.S. dollars, may be affected by
complex political and economic factors applicable to the issuing country. In
addition, the exchange rates of currencies (and therefore the values of currency
options) may be significantly affected, fixed, or supported directly or
indirectly by government actions. Government intervention may increase risks
involved in purchasing or selling currency options, since exchange rates may not
be free to fluctuate in respect to other market forces.

The value of a currency option reflects the value of an exchange rate, which in
turn reflects relative values of two currencies, the U.S. dollar and the foreign
currency in question. Because currency transactions occurring in the interbank
market involve substantially larger amounts than those that may be involved in
the exercise of currency options, investors may be disadvantaged by having to
deal in an odd lot market for the underlying currencies in connection with
options at prices that are less favorable than for round lots. Foreign
governmental restrictions or taxes could result in adverse changes in the cost
of acquiring or disposing of currencies.

There is no systematic reporting of last sale information for currencies and
there is no regulatory requirement that quotations available through dealers or
other market sources be firm or revised on a timely basis. Available quotation
information is generally representative of very large round-lot transactions in
the interbank market and thus may not reflect exchange rates for smaller odd-lot
transactions (less than $1 million) where rates may be less favorable. The
interbank market in currencies is a global, around-the-clock market. To the
extent that options markets are closed while the markets for the underlying
currencies remain open, significant price and rate movements may take place in
the underlying markets that cannot be reflected in the options markets.

Settlement procedures. Settlement procedures relating to the Fund's investments
in foreign securities and to the Fund's foreign currency exchange transactions
may be more complex than settlements with respect to investments in debt or
equity securities of U.S. issuers, and may involve certain risks not present in
the Fund's domestic investments, including foreign currency risks and local
custom and usage. Foreign currency transactions may also involve the risk that
an entity involved in the settlement may not meet its obligations.

Foreign currency conversion. Although foreign exchange dealers do not charge a
fee for currency conversion, they do realize a profit based on the difference
(spread) between prices at which they are buying and selling various currencies.
Thus, a dealer may offer to sell a foreign currency to the Fund at one rate,
while offering a lesser rate of exchange should the Fund desire to resell that
currency to the dealer. Foreign currency transactions may also involve the risk
that an entity involved in the settlement may not meet its obligation.

Rule 144A Securities
The Fund may purchase securities that have been privately placed but that are
eligible for purchase and sale under Rule 144A under the 1933 Act. That Rule
permits certain qualified institutional buyers, such as the Fund, to trade in
privately placed securities that have not been registered for sale under the
1933 Act. The Adviser, under the supervision of the Board of Trustees, will
consider whether securities purchased under Rule 144A are illiquid and thus
subject to the Fund's investment restriction on illiquid securities. A
determination of whether a Rule 144A security is liquid or not is a question of
fact. In making this determination, the Adviser will consider the trading
markets for the specific security, taking into account the unregistered nature
of a Rule 144A security. In addition, the Adviser could consider the (1)
frequency of trades and quotes, (2) number of dealers and potential purchasers,
(3) dealer undertakings to make a market, and (4) nature of the security and of
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting offers, and the mechanics of transfer). The liquidity of Rule 144A
securities would be monitored and, if as a result of changed conditions, it is
determined that a Rule 144A security is no longer liquid, the Fund's holdings of
illiquid securities would be reviewed to determine what, if any, steps are
required to assure that the Fund does not invest more than its investment
restriction on illiquid securities allows. Investing in Rule 144A securities
could have the effect of increasing the amount of the Fund's assets invested in
illiquid securities if qualified institutional buyers are unwilling to purchase
such securities.

TAXES - GENERAL
All discussions of taxation at the shareholder level relate to federal taxes
only. Consult your tax adviser for state and local tax considerations and for
information about special tax considerations that may apply to shareholders that
are not natural persons.

Dividends Received Deductions. Distributions will qualify for the corporate
dividends received deduction only to the extent that dividends earned by the
Fund qualify. Any such dividends are, however, includable in adjusted current
earnings for purposes of computing corporate alternative minimum tax (AMT).

Return of Capital Distributions. To the extent that a distribution is a return
of capital for federal tax purposes, it reduces the cost basis of the shares on
the record date and is similar to a partial return of the original investment
(on which a sales charge may have been paid). There is no recognition of a gain
or loss, however, unless the return of capital reduces the cost basis in the
shares to below zero.

U.S. Government Securities. Many states grant tax-free status to dividends paid
to shareholders of mutual funds from interest income earned by the Fund from
direct obligations of the U.S. government. Investments in mortgage-backed
securities (including GNMA, FNMA and FHLMC Securities) and repurchase agreements
collateralized by U.S. government securities do not qualify as direct federal
obligations in most states. Shareholders should consult with their own tax
advisers about the applicability of state and local intangible property, income
or other taxes to their fund shares and distributions and redemption proceeds
received from the fund.

Sales of Shares. In general, any gain or loss realized upon a taxable
disposition of shares by a shareholder will be treated as long-term capital gain
or loss if the shares have been held for more than twelve months, and otherwise
as short-term capital gain or loss assuming such shares are held as a capital
asset. However, any loss realized upon a taxable disposition of shares held for
six months or less will be treated as long-term, rather than short-term, capital
loss to the extent of any long-term capital gain distributions received by the
shareholder with respect to those shares. All or a portion of any loss realized
upon a taxable disposition of shares will be disallowed if other shares are
purchased within 30 days before or after the disposition. In such a case, the
basis of the newly purchased shares will be adjusted to reflect the disallowed
loss.

Backup Withholding. Certain distributions and redemptions may be subject to a
31% backup withholding unless a taxpayer identification number and certification
that the shareholder is not subject to the withholding is provided to the fund.
This number and form may be provided by either a Form W-9 or the accompanying
application. In certain instances, CISC may be notified by the Internal Revenue
Service that a shareholder is subject to backup withholding.

Excise Tax. To the extent that the Fund does not annually distribute
substantially all taxable income and realized gains, it is subject to an excise
tax. The Adviser intends to avoid this tax except when the cost of processing
the distribution is greater than the tax.

Tax Accounting Principles. To qualify as a "regulated investment company," the
Fund must (a) derive at least 90% of its gross income from dividends, interest,
payments with respect to securities loans, gains from the sale or other
disposition of securities or foreign currencies or other income (including but
not limited to gains from options, futures or forward contracts) derived with
respect to its business of investing in such securities or currencies; (b)
derive less than 30% of its gross income from the sale or other disposition of
certain assets held less than three months; (c) diversify its holdings so that,
at the close of each quarter of its taxable year, (i) at least 50% of the value
of its total assets consists of cash, cash items, U.S. Government securities,
and other securities limited generally with respect to any one issuer to not
more than 5% of the total assets of the Fund and not more than 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of its assets is invested in the securities of any issuer (other than U.S.
Government securities).

Futures Contracts. Accounting for futures contracts will be in accordance with
generally accepted accounting principles. The amount of any realized gain or
loss on the closing out of a futures contract will result in a capital gain or
loss for tax purposes. In addition, certain futures contracts held by the Fund
(so-called "Section 1256 contracts") will be required to be "marked-to-market"
(deemed sold) for federal income tax purposes at the end of each fiscal year.
Sixty percent of any net gain or loss recognized on such deemed sales or on
actual sales will be treated as long-term capital gain or loss, and the
remainder will be treated as short-term capital gain or loss.

However, if a futures contract is part of a "mixed straddle" (i.e., a straddle
comprised in part of Section 1256 contracts), a Fund may be able to make an
election which will affect the character arising from such contracts as
long-term or short-term and the timing of the recognition of such gains or
losses. In any event, the straddle provisions described below will be applicable
to such mixed straddles.

Special Tax Rules Applicable to "Straddles". The straddle provisions of the Code
may affect the taxation of the Fund's options and futures transactions and
transactions in securities to which they relate. A "straddle" is made up of two
or more offsetting positions in "personal property," including debt securities,
related options and futures, equity securities, related index futures and, in
certain circumstances, options relating to equity securities, and foreign
currencies and related options and futures.

The straddle rules may operate to defer losses realized or deemed realized on
the disposition of a position in a straddle, may suspend or terminate the Fund's
holding period in such positions, and may convert short-term losses to long-term
losses in certain circumstances.

Foreign Currency-Denominated Securities and Related Hedging Transactions. The
Fund's transactions in foreign currency-denominated debt securities, certain
foreign currency options, futures contracts and forward contracts may give rise
to ordinary income or loss to the extent such income or loss results from
fluctuations in the value of the foreign currency concerned.

If more than 50% of the Fund's total assets at the end of its fiscal year are
invested in securities of foreign corporate issuers, the Fund may make an
election permitting its shareholders to take a deduction or credit for federal
tax purposes for their portion of certain foreign taxes paid by the Fund. The
Adviser will consider the value of the benefit to a typical shareholder, the
cost to the Fund of compliance with the election, and incidental costs to
shareholders in deciding whether to make the election. A shareholder's ability
to claim such a foreign tax credit will be subject to certain limitations
imposed by the Code, as a result of which a shareholder may not get a full
credit for the amount of foreign taxes so paid by the Fund. Shareholders who do
not itemize on their federal income tax returns may claim a credit (but no
deduction) for such foreign taxes.

Certain securities are considered to be Passive Foreign Investment Companies
(PFICS) under the Code, and the Fund is liable for any PFIC-related taxes.

ADDITIONAL TAX MATTERS CONCERNING TRUST SHARES
Federal Gift Taxes. An investment in Trust Shares may be a taxable gift for
federal tax purposes, depending upon the option selected and other gifts that
the donor and his or her spouse may make during the year.

Under the Colonial Advantage Plan, the entire amount of the gift will be a
"present interest" that qualifies for the federal gift tax annual exclusion. In
that case, the donor will be required to file a federal gift tax return on
account of this gift only if (i) the aggregate present interest gifts by the
donor to the particular beneficiary (including the gift of Trust Shares) exceeds
$10,000 or (ii) the donor wishes to elect gift splitting on gifts with his or
her spouse for the year. The trustee will notify the beneficiary of his or her
right of withdrawal promptly following any contribution under the Advantage
Plan.

Under the Colonial Gift Plan, the entire amount of the gift will be a "future
interest" for federal gift tax purposes, so that none of the gift will qualify
for the federal gift tax annual exclusion. Consequently, the donor will have to
file a federal gift tax return (IRS Form 709) reporting the entire amount of the
gift, even if the gift is less than $10,000.

No federal gift tax will be payable by the donor until his or her cumulative
taxable gifts (i.e., gifts other than those qualifying for the annual exclusion
or otherwise exempt) exceed the federal gift and estate tax exemption equivalent
amount (currently, $600,000). Any gift of Trust Shares that does not qualify as
a present interest or that exceeds the available annual exclusion amount will
reduce the amount of the Federal gift and estate tax exemption that would
otherwise be available for future gifts for transfers at death. The donor and
his or her spouse may elect "gift-splitting" for any gift of Trust Shares (other
than a gift to such spouse), meaning that the donor and his or her spouse may
elect to treat the gift as having been made one-half by each of them.

The donor's gift of Fund shares may also have to be reported for state gift tax
purposes, if the state in which the donor resides imposes a gift tax. Many
states do not impose such a tax. Some states follow the Federal rules concerning
the types of transfers subject to tax and the availability of the annual
exclusion.

Generation-Skipping Transfer Taxes
If the beneficiary of a gift of Trust Shares is a relative who is two
generations or more younger than the donor, or is not a relative and is more
than 37 1/2 years younger than the donor, the gift will be subject in whole or
in part to the generation-skipping transfer tax (the "GST tax") unless the gift
is made under the Advantage Plan and does not exceed the available annual
exclusion amount. A $1,000,000 exemption (the "GST exemption") is allowed
against this tax, and so long as the GST exemption has not been used by other
transfers it will automatically be allocated to a gift of Trust Shares that is
subject to the GST tax unless the donor elects otherwise. Such an election is
made by reporting the gift on a timely filed gift tax return and paying the
applicable GST tax. The GST tax is imposed at a flat rate of 55% on the amount
of the gift, and payment of the tax by the donor is treated as an additional
gift for gift tax purposes.

Income Taxes
The Internal Revenue Service takes the position that a trust beneficiary who is
given a power of withdrawal over contributions to the trust should be treated,
for Federal income tax purposes, as the "owner" of the portion of the trust that
was subject to the power. Accordingly, if the donor selects Advantage Trust
Shares, the beneficiary will be treated as the "owner" of all of the Fund shares
in the account for Federal income tax purposes, and will be required to report
all of the income and capital gains earned in the trust on his or her personal
Federal income tax return. The trust will not pay Federal income taxes on any of
the trust's income or capital gains, and the "throwback rules" of the Code will
not apply when the trust terminates. The trustee will prepare and file the
Federal income tax information returns that are required each year (and any
state income tax returns that may be required), and will send the beneficiary a
statement following each year showing the amounts (if any) that the beneficiary
must report on his or her income tax returns for that year. If the beneficiary
is under fourteen years of age, these amounts may be subject to Federal income
taxation at the marginal rate applicable to the beneficiary's parents. The
beneficiary may at any time after the creation of the trust irrevocably elect to
require the trustee to pay him or her a portion of the trust's income and
capital gains annually thereafter to provide funds with which to pay any
resulting income taxes, which the trustee will do by redeeming Trust Shares. The
amount distributed will be a fraction of the trust's ordinary income and
short-term capital gains and the trust's long-term capital gains equal to the
highest marginal Federal income tax rate imposed on each type of income
(currently, 39.6% and 28%, respectively). If the beneficiary selects this
option, he or she will receive those fractions of his or her trust's income and
capital gains annually for the duration of the trust.

Under the Advantage Plan, the beneficiary will also be able to require the
trustee to pay his or her tuition, room and board and other expense of his or
her college or post-graduate education, and the trustee will raise the cash
necessary to fund these distributions by redeeming Trust Shares. Any such
redemption will result in the realization of capital gain or loss on the shares
redeemed, which will be reportable by the beneficiary on his or her income tax
returns for the year in which the shares are redeemed, as described above.
Payments must be made directly to the educational institution.

If the donor selects the Gift Plan, the trust that he or she creates will be
subject to Federal income tax on all income and capital gains realized by it,
less a $100 annual exemption (in lieu of the personal exemption allowed to
individuals). The amount of the tax will be determined under the tax rate
schedule applicable to estates and trusts, which is more sharply graduated than
the rate schedule for individuals, reaching the same maximum marginal rate for
ordinary income or short-term capital gains (currently, 39.6%), but at a much
lower taxable income level (for 1996 $7,900) than would apply to an individual.
It is anticipated, however, that most of the gains taxable to the trust will be
long-term capital gain, on which the Federal income tax rate is currently
limited to 28%. The trustee will raise the cash necessary to pay any Federal or
state income taxes by redeeming Fund shares. The beneficiary will not pay
Federal income taxes on any of the trust's income or capital gains, except those
earned in the year when the trust terminates. If the trust terminates after the
beneficiary reaches age 21, the distribution of the balance of the trust fund
will be treated in part as an "accumulation distribution" under the so-called
"throwback rules" of the Code, which could result in the imposition of
additional income tax on the beneficiary. The trustee will prepare and file all
Federal and state income tax returns that are required each year, and will send
the beneficiary an information statement for the year in which the trust
terminates showing the amounts (if any) that the beneficiary must report on his
or her Federal and state income tax returns for that year and the amount (if
any) of any accumulation distribution subject to the "throwback rules" of the
Code.

When the trust terminates, the distribution of the remaining shares held in the
trust to the beneficiary will not be treated as a taxable disposition of the
shares. Any Fund shares received by the beneficiary will have the same cost
basis as they had in the trust at the time of termination. Any Fund shares
received by the beneficiary's estate will have a basis equal to the value of the
shares at the beneficiary's death (or the alternate valuation date for Federal
estate tax purposes, if elected).

Consultation with Qualified Adviser
Due to the complexity of Federal and state gift, GST and income tax laws
pertaining to all gifts in trust, prospective donors should consider consulting
with their financial or tax adviser before investing in Trust Shares.

MANAGEMENT OF THE FUND
Each of the Adviser, the Administrator, CISC and CISI is a direct or indirect
wholly-owned subsidiary of Liberty Financial Companies, Inc. (Liberty
Financial), which in turn is a direct majority-owned subsidiary of LFC Holdings,
Inc., which in turn is a direct subsidiary of Liberty Mutual Equity Corporation,
which in turn is a wholly-owned subsidiary of Liberty Mutual Insurance Company
(Liberty Mutual). Liberty Mutual is an underwriter of workers' compensation
insurance and a property and casualty insurer in the U.S. Liberty Financial's
address is 600 Atlantic Avenue, Boston, MA 02210. Liberty Mutual's address is
175 Berkeley Street, Boston, MA 02117.

<TABLE>
<CAPTION>
Trustees and Officers Position Principal Occupation
Name and Address Age with Fund During Past Five Years
- ---------------- --- --------- ----------------------

<S> <C> <C> <C>
Robert J. Birnbaum(1) (2) 69 Trustee Retired since 1994 (formerly Special
313 Bedford Road Counsel, DechertPrice & Rhoads from
Ridgewood, NJ 07450 September, 1988 to December, 1993)

Tom Bleasdale 66 Trustee Retired since 1993 (formerly
102 Clubhouse Drive #275 Chairman of the Board and Chief
Naples, FL 34105 Executive Officer, Shore Bank
& Trust Company from 1992-1993),
is a Director of The Empire
Company since June, 1995 (3)

Lora S. Collins 61 Trustee Attorney (formerly Attorney,
1175 Hill Road Kramer, Levin, Naftalis, Nessen,
Southold, NY 11971 Kamin & Frankel from September,
1986 to November, 1996)(3)

James E. Grinnell (1) (2) 67 Trustee Private Investor since November, 1988
22 Harbor Avenue
Marblehead, MA 01945

William D. Ireland, Jr. 72 Trustee Retired since 1990, is a Trustee of certain charitable
103 Springline Drive and non-charitable organizations since February, 1990 (3)
Vero Beach, FL 32963

Richard W. Lowry (1) (2) 60 Trustee Private Investor since August, 1987
10701 Charleston Drive
Vero Beach, FL 32963

William E. Mayer* 56 Trustee Dean, College of Business and Management, University of
College Park, MD 20742 Maryland since October, 1992 (formerly Dean, Simon
Graduate School of Business, University of Rochester from
October, 1991 to July, 1992) (3)

James L. Moody, Jr. 65 Trustee Chairman of the Board, Hannaford Bros., Co. since May,
P.O. Box 1000 1984 (formerly Chief Executive Officer, Hannaford Bros.
Portland, ME 04104 Co. from May, 1973 to May, 1992) (3)

John J. Neuhauser 53 Trustee Dean, Boston College School of Management since 1978 (3)
140 Commonwealth Avenue
Chestnut Hill, MA 02167

George L. Shinn 73 Trustee Financial Consultant since 1989 (formerly Chairman, Chief
The First Boston Corp. Executive Officer and Consultant, The First Boston
Tower Forty Nine Corporation from 1983 to July, 1991) (3)
12 East 49th Street
New York, NY 10017

Robert L. Sullivan 68 Trustee Self-employed Management Consultant since January, 1989 (3)
7121 Natelli Woods Lane
Bethesda, MD 20817

Sinclair Weeks, Jr. 73 Trustee Chairman of the Board, Reed & Barton Corporation since
Bay Colony Corporate Ctr. 1987 (3)
Suite 4550
1000 Winter Street
Waltham, MA 02154

Harold W. Cogger 59 President President of Colonial funds since March, 1996 (formerly
(formerly Vice President from July, 1993 to March, 1996); is
Vice Director and Chairman of the Board, since March, 1996
President) of the Administrator (formerly President
from July, 1993 to December, 1996,
Chief Executive Officer from March,
1995 to December, 1996); Director of
the Adviser since November, 1996;
Director and Chairman of the Board, since March,
1996, of The Colonial Group, Inc.(TCG)(formerly
President from October, 1994 to December, 1996,
Chief Executive Officer from March, 1995 to December,
1996); and Executive Vice President and
Director, Liberty Financial (3)

Timothy J. Jacoby 44 Treasurer Treasurer and Chief Financial Officer of Colonial funds since
and Chief October, 1996, is Senior Vice President of the
Financial Adviser since September, 1996 (formerly Senior Vice
Officer President, Fidelity Accounting and Custody Services
from September, 1993 to September, 1996 and Assistant
Treasurer to the Fidelity Group of Funds from August,
1990 to September, 1993)

Peter L. Lydecker 42 Chief Chief Accounting Officer and Controller of Colonial
Accounting funds since June, 1993 (formerly Assistant Controller
Officer from March, 1985 to June, 1993); is Vice President of
and the Adviser since June, 1993 (formerly Assistant Vice
Controller President of the Adviser from August, 1988 to June,
(formerly 1993) (3)
Assistant
Controller)

Davey S. Scoon 49 Vice Vice President of Colonial funds since June, 1993, is
President Executive Vice President since July, 1993 and Director
since March, 1985 of the Adviser (formerly Senior Vice
President and Treasurer of the Adviser from March, 1985
to July, 1993); Executive Vice President and Chief
Operating Officer, TCG since March, 1995 (formerly Vice
President - Finance and Administration of TCG from
November, 1985 to March, 1995) (3)

Arthur O. Stern 56 Secretary Secretary of Colonial funds since 1985, is Director
since 1985, Executive Vice President since July, 1993,
General Counsel, Clerk and Secretary since March, 1985
of the Adviser; Executive Vice President, Legal since
March, 1995 and Clerk since March, 1985 of TCG
(formerly Executive Vice President, Compliance from
March, 1995 to March, 1996 and Vice President - Legal
of TCG from March, 1985 to March, 1995) (3)
</TABLE>

(1) Elected to the Colonial Funds complex on April 21, 1995.

(2) On April 3, 1995, and in connection with the merger of The Colonial
Group, Inc. with a subsidiary of Liberty Financial which occurred on
March 27, 1995, Liberty Financial Trust (LFT) changed its name to
Colonial Trust VII. Prior to the merger, each of Messrs. Birnbaum,
Grinnell, and Lowry was a Trustee of LFT. Mr. Birnbaum has been a
Trustee of LFT since November, 1994. Each of Messrs. Grinnell and Lowry
has been a Trustee of LFT since August, 1991. Each of Messrs. Grinnell
and Lowry continue to serve as Trustees under the new name, Colonial
Trust VII, along with each of the other Colonial Trustees named above.
The Colonial Trustees were elected as Trustees of Colonial Trust VII
effective April 3, 1995.

(3) Elected as a Trustee or officer of the LFC Utilities Trust, the master
fund in Colonial Global Utilities Fund, a series of Colonial Trust III
(LFC Fund) on March 27, 1995 in connection with the merger of TCG with
a subsidiary of Liberty Financial.

* Trustees who are "interested persons" (as defined in the Act) of the
Fund, the Adviser or the Administrator.

The address of the officers of the Fund is One Financial Center, Boston, MA
02111.

The Trustees serve as trustees of all Colonial funds. For such service, each
Trustee receives an annual retainer of $45,000 and attendance fees of $7,500 for
each regular joint meeting and $1,000 for each special joint meeting. Committee
chairs receive an annual retainer of $5,000. Committee members receive an annual
retainer of $1,000 and $1,000 for each special meeting attended. Two-thirds of
the Trustee fees are allocated among the Colonial funds based on each fund's
relative net assets and one-third of the fees are divided equally among the
Colonial funds.

The Agreement and Declaration of Trust (Declaration) of the Trust provides that
the Trust will indemnify its Trustees and officers against liabilities and
expenses incurred in connection with litigation in which they may be involved
because of their offices with the Trust but that such indemnification will not
relieve any officer or Trustee of any liability to the Trust or its shareholders
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties. The Trust, at its expense, provides liability
insurance for the benefit of its Trustees and officers.

Trustees Fees
For the calendar year ended December 31, 1995, the Trustees of the Trust
received the following compensation for serving as Trustees:

Total Compensation From Trust and Fund
Complex Paid To The Trustees For The
Trustee Aggregate Compensation From Fund (a) Calendar Year Ended December 31, 1995(b)
- ------- ------------------------------------ ------------------- --------------------
<S> <C> <C>
Robert J. Birnbaum(c) $508 $ 71,250
Tom Bleasdale 558 $ 98,000 (d)
Lora S. Collins 508 $ 91,000
James E. Grinnell(c) 508 $ 71,250
William D. Ireland, Jr. 558 $113,000
Richard W. Lowry(c) 508 $ 71,250
William E. Mayer 508 $ 91,000
James L. Moody, Jr. 558 $ 94,500 (e)
John J. Neuhauser 508 $ 91,000
George L. Shinn 568 $102,500
Robert L. Sullivan 548 $101,000
Sinclair Weeks, Jr. 558 $112,000
</TABLE>

(a) Since the Fund has not completed its first full fiscal year,
compensation is estimated based upon future payments that will be made.
(b) At December 31, 1995, the Colonial Funds complex consisted of 33
open-end and 5 closed-end management investment company portfolios.
(c) Elected to the Colonial funds complex on April 21, 1995.
(d) Includes $49,000 payable in later years as deferred compensation.
(e) Total compensation of $94,500 for the calendar year ended December 31,
1995, will be payable in later years as deferred compensation.

The following table sets forth the amount of compensation paid to Messrs.
Birnbaum, Grinnell and Lowry in their capacities as Trustees or Directors of the
Liberty All-Star Equity Fund and Liberty All-Star Growth Fund, Inc. (formerly
known as The Charles Allmon Trust, Inc.) (together, Liberty Funds I) for service
during the calendar year ended December 31, 1995, and of Liberty Financial Trust
(now known as Colonial Trust VII) and LFC Utilities Trust (together, Liberty
Funds II) for the period January 1, 1995 through March 26, 1995 (f):

Total Compensation From Total Compensation
Liberty Funds II For The From Liberty Funds I For
Period January 1, 1995 The Calendar Year Ended
Trustee through March 26, 1995 December 31, 1995 (g)
- ------- ---------------------- ---------------------

Robert J. Birnbaum $2,900 $16,675
James E. Grinnell 2,900 22,900
Richard W. Lowry 2,900 26,250 (h)

(f) On March 27, 1995, four of the portfolios in the Liberty Financial Trust
(now known as Colonial Trust VII) were merged into existing Colonial
funds and a fifth was reorganized as a new portfolio of Colonial Trust
III. Prior to their election as Trustees of the Colonial Funds, Messrs.
Birnbaum, Grinnell and Lowry served as Trustees of Liberty Funds II;
they continue to serve as Trustees or Directors of Liberty Funds I.
(g) At December 31, 1995, the Liberty Funds I were advised by Liberty
Asset Management Company (LAMCO). LAMCO is an indirect wholly-owned
subsidiary of Liberty Financial Companies, Inc. (Liberty Financial)(an
intermediate parent of the Adviser).
(h) Includes $3,500 paid to Mr. Lowry for service as Trustee of Liberty
Newport World Fund (formerly known as Liberty All-Star World Fund)
(Liberty Newport) during the calendar year ended December 31, 1995. At
December 31, 1995, Liberty Newport was managed by Newport Pacific
Management, Inc. and the Adviser, each an affiliate of the
Administrator.

Investment Adviser
Under its Management Agreement with the Fund, the Adviser provides the Fund with
discretionary investment services. Specifically, the Adviser is responsible for
supervising and directing the investments of the Fund in accordance with the
Fund's investment objective, program, and restrictions as provided in the Fund's
prospectus and this SAI. The Adviser is also responsible for effecting all
security transactions on behalf of the Fund, including the allocation of
principal business and portfolio brokerage and the negotiation of commissions
(see "Fund Transactions" below). The Management Agreement provides for the
payment to the Adviser of the fee described in the Prospectus."

The Adviser is the successor to an investment advisory business that was founded
in 1932. The Adviser acts as investment adviser to wealthy individuals,
trustees, pension and profit sharing plans, charitable organizations and other
institutional investors. As of June 30, 1996, the Adviser managed over $24.7
billion in net assets: over $ 7.4 billion in equities and over $17.3 billion in
fixed-income securities (including $1.2 billion in municipal securities). The
$24.7 billion in managed assets included over $7 billion held by open-end mutual
funds managed by the Adviser (approximately 16% of the mutual fund assets were
held by clients of the Adviser). These mutual funds were owned by over 189,000
shareholders. The $7 billion in mutual fund assets included over $660 million in
over 38,000 Individual Retirement Accounts (IRAs). In managing those assets, the
Adviser utilizes a proprietary computer-based information system that maintains
and regularly updates information for approximately 6,500 companies. The Adviser
also monitors over 1,400 issues via a proprietary credit analysis system. At
June 30, 1996, the Adviser employed approximately 16 research analysts and 32
account managers. The average investment-related experience of these individuals
is 20 years.

The directors of the Adviser are Harold W. Cogger, Kenneth R. Leibler, C.
Allen Merritt, Jr., Timothy K. Armour and Hans P. Ziegler. Mr. Cogger's
affiliations and business address are referenced above; Mr. Leibler is
President and Chief Executive Officer of Liberty Financial; Mr. Merritt is
Senior Vice President and Treasurer of Liberty Financial; Mr. Armour is
President of the Adviser's Mutual Funds division; and Mr. Ziegler is Chief
Executive Officer of the Adviser. The business address of Messrs. Leibler
and Merritt is 600 Atlantic Avenue, Federal Reserve Plaza , Boston,
Massachusetts 02210; that of Messrs. Armour and Ziegler is One South
Wacker Drive, Chicago, Illinois 60606.

Under the Management Agreement, the Adviser is not liable for any error of
judgment or mistake of law or for any loss suffered by the Fund or the Fund in
connection with the matters to which such Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence in the
performance of its duties or from reckless disregard of its obligations and
duties under the Agreement.

Portfolio Transactions
The Adviser places the orders for the purchase and sale of the Fund's portfolio
securities and options and futures contracts. The Adviser's overriding objective
in effecting portfolio transactions is to seek to obtain the best combination of
price and execution. The best net price, giving effect to brokerage commissions,
if any, and other transaction costs, normally is an important factor in this
decision, but a number of other judgmental factors may also enter into the
decision. These include: the Adviser's knowledge of negotiated commission rates
currently available and other current transaction costs; the nature of the
security being traded; the size of the transaction; the desired timing of the
trade; the activity existing and expected in the market for the particular
security; confidentiality; the execution, clearance and settlement capabilities
of the broker or dealer selected and others which are considered; the Adviser's
knowledge of the financial stability of the broker or dealer selected and such
other brokers or dealers; and the Adviser's knowledge of actual or apparent
operational problems of any broker or dealer. Recognizing the value of these
factors, the Fund may pay a brokerage commission in excess of that which another
broker or dealer may have charged for effecting the same transaction.
Evaluations of the reasonableness of brokerage commissions, based on the
foregoing factors, are made on an ongoing basis by the Adviser's staff while
effecting portfolio transactions. The general level of brokerage commissions
paid is reviewed by the Adviser, and reports are made annually to the Board of
Trustees of the Fund.

With respect to issues of securities involving brokerage commissions, when more
than one broker or dealer is believed to be capable of providing the best
combination of price and execution with respect to a particular portfolio
transaction for the Fund, the Adviser often selects a broker or dealer that has
furnished it with research products or services such as research reports,
subscriptions to financial publications and research compilations, compilations
of securities prices, earnings, dividends, and similar data, and computer data
bases, quotation equipment and services, research-oriented computer software and
services, and services of economic and other consultants. Selection of brokers
or dealers is not made pursuant to an agreement or understanding with any of the
brokers or dealers; however, the Adviser uses an internal allocation procedure
to identify those brokers or dealers who provide it with research products or
services and the amount of research products or services they provide, and
endeavors to direct sufficient commissions generated by its clients' accounts in
the aggregate, including the Fund, to such brokers or dealers to ensure the
continued receipt of research products or services that the Adviser feels are
useful. In certain instances, the Adviser receives from brokers and dealers
products or services which are used both as investment research and for
administrative, marketing, or other non-research purposes. In such instances,
the Adviser makes a good faith effort to determine the relative proportions of
such products or services which may be considered as investment research. The
portion of the costs of such products or services attributable to research usage
may be defrayed by the Adviser (without prior agreement or understanding, as
noted above) through transaction charges generated by transactions by clients
(including the Fund), while the portions of the costs attributable to
non-research usage of such products or services is paid by the Adviser in cash.
No person acting on behalf of the Fund is authorized, in recognition of the
value of research products or services, to pay a commission in excess of that
which another broker or dealer might have charged for effecting the same
transaction. Research products or services furnished by brokers and dealers may
be used in servicing any or all of the clients of the Adviser and not all such
research products or services are used in connection with the management of the
Fund.

With respect to the Fund's purchases and sales of portfolio securities
transacted with a broker or dealer on a net basis, the Adviser may also consider
the part, if any, played by the broker or dealer in bringing the security
involved to the Adviser's attention, including investment research related to
the security and provided to the Fund. The Fund has arranged for its custodian
to act as a soliciting dealer to accept any fees available to the custodian as a
soliciting dealer in connection with any tender offer for the Fund's portfolio
securities held by the Fund. The custodian will credit any such fees received
against its custodial fees. In addition, the Board of Trustees has reviewed the
legal developments pertaining to and the practicability of attempting to
recapture underwriting discounts or selling concessions when portfolio
securities are purchased in underwritten offerings. However, the Board has been
advised by counsel that recapture by a mutual fund currently is not permitted
under the Rules of Fair Practice of the National Association of Securities
Dealers.

Administration Agreement
Pursuant to an Administration Agreement with the Fund, the Administrator
provides certain administrative services including: (i) providing office space,
equipment and clerical personnel necessary for maintaining the organization of
the Fund and for performing the administrative functions herein set forth; (ii)
arranging, if desired by the Trust, for Directors, officers and employees of the
Administrator to serve as Trustees, officers or agents of the Fund if duly
elected or appointed to such positions and subject to their individual consent
and to any limitations imposed by law; (iii) preparation of agendas and
supporting documents for and minutes of meetings of Trustees, committees of
Trustees and shareholders; (iv) coordinating and overseeing the activities of
the Fund's other third-party service providers; (v) maintaining certain books
and records of the Fund; and (vi) monitoring the tax-efficiency of the Fund. The
Administration Agreement has a one year term. The Administrator is paid a
monthly fee at the annual rate of average daily net assets set forth in the
Prospectus. The Administrator and/or its affiliate, Colonial Advisory Services,
Inc. (CASI), has rendered investment advisory services to investment company,
institutional and other clients since 1931. The Administrator currently serves
as investment adviser and administrator for 33 open-end and 5 closed-end
management investment company portfolios, and is the administrator for 5
open-end management investment company portfolios (collectively, Colonial
funds). Officers of the Trust who are also officers of the Administrator or its
affiliates will benefit from the administration fees, sales commissions and
other fees paid or allowed by the Trust. More than 30,000 financial advisers
have recommended Colonial funds to over 800,000 clients worldwide, representing
more than $16.3 billion in assets.

Trust Services Agreement
Pursuant to a Trust Services Agreement, CISC provides the Fund's Trust Shares
with trust administration services, including tax return preparation and filing,
other tax and beneficiary reporting and recordkeeping. CISC's fee is described
in the Prospectus.

Pricing and Bookkeeping Agreement
The Administrator provides pricing and bookkeeping services to the Fund pursuant
to a Pricing and Bookkeeping Agreement. The Pricing and Bookkeeping Agreement
has a one-year term. The Administrator is paid monthly a fee of $2,250 by the
Fund, plus a monthly percentage fee based on net assets of the Fund equal to the
following: 1/12 of 0.000% of the first $50 million; 1/12 of 0.035% of the next
$950 million; 1/12 of 0.025% of the next $1 billion; 1/12 of 0.015% of the next
$1 billion; and 1/12 of 0.001% on the excess over $3 billion.

Principal Underwriter
CISI is the principal underwriter of the Fund's shares. CISI has no obligation
to buy shares, and purchases shares only upon receipt of orders from authorized
financial service firms (FSFs) or investors.

12b-1 Plans
The Fund offers seven classes of shares - Class A, Class B, Class D, Class E,
Class F, Class G and Class H. The Fund may in the future offer other classes of
shares. The Trustees have approved 12b-1 Plans (Plans) pursuant to Rule 12b-1
under the Act. Under the Plans, the Fund pays CISI service and distribution fees
at the annual rates described in the Prospectus. CISI may use the entire amount
of such fees to defray the cost of commissions and service fees paid to FSFs and
for certain other purposes. Since the distribution and service fees are payable
regardless of CISI's expenses, CISI may realize a profit from the fees. The
Plans authorize any other payments by the Fund to CISI and its affiliates
(including the Adviser and the Administrator) to the extent that such payments
might be construed to be indirect financing of the distribution of Fund shares.

The Trustees believe the Plans could be a significant factor in the growth and
retention of Fund assets resulting in a more advantageous expense ratio and
increased investment flexibility which could benefit each class of Fund
shareholders. The Plans will continue in effect from year to year so long as
continuance is specifically approved at least annually by a vote of the
Trustees, including the Trustees who are not interested persons of the Trust and
have no direct or indirect financial interest in the operation of the Plans or
in any agreements related to the Plans (Independent Trustees), cast in person at
a meeting called for the purpose of voting on the Plans. The Plans may not be
amended to increase the fee materially without approval by vote of a majority of
the outstanding voting securities of the relevant class of shares and all
material amendments of the Plans must be approved by the Trustees in the manner
provided in the foregoing sentence. The Plans may be terminated at any time by
vote of a majority of the independent Trustees or by vote of a majority of the
outstanding voting securities of the relevant class of shares. The continuance
of the Plans will only be effective if the selection and nomination of the
Trustees who are non-interested Trustees is effected by such non-interested
Trustees.

Shareholder Servicing and Transfer Agent
CISC is the Fund's shareholder servicing agent (transfer, plan and dividend
disbursing agent), for which it receives fees as described in the Fund's
Prospectus which are paid monthly by the Fund. The agreement continues
indefinitely but may be terminated by 90 days' notice by the Fund to CISC or
generally by six months' notice by CISC to the Fund. The agreement limits the
liability of CISC to the Fund for loss or damage incurred by the Fund to
situations involving a failure of CISC to use reasonable care or to act in good
faith in performing its duties under the agreement. It also provides that the
Fund will indemnify CISC against, among other things, loss or damage incurred by
CISC on account of any claim, demand, action or suit made on or against CISC not
resulting from CISC's bad faith or negligence and arising out of, or in
connection with, its duties under the agreement.

Custodian of the Fund
Boston Safe Deposit and Trust Company is the Fund's custodian. The custodian is
responsible for safeguarding the Fund's cash and securities, receiving and
delivering securities and collecting the Fund's interest and dividends.

Independent Accountants of the Fund
Price Waterhouse LLP are the Fund's independent accountants providing audit
services, tax return review, other tax consulting services, and assistance and
consultation in connection with the review of various SEC filings.

Ownership of the Fund
At inception, the Administrator owned 100% of each Class of the Fund and,
therefore, may be deemed to "control" the Fund. At inception, the officers and
Trustees of the Trust as a group did not own any shares of the Fund.

PORTFOLIO TURNOVER
The portfolio turnover rate may vary significantly from year to year, but is not
expected to exceed 50% under normal market conditions. A high rate of portfolio
turnover may result in increased transaction expenses and the realization of
capital gains and losses.

DETERMINATION OF NET ASSET VALUE
The Fund determines net asset value (NAV) per share for each Class as of the
close of the New York Stock Exchange (Exchange) (normally 4:00 p.m. Eastern
time, 3:00 p.m. Chicago time) each day the Exchange is open. Currently, the
Exchange is closed Saturdays, Sundays and the following holidays: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, the Fourth of July, Labor Day,
Thanksgiving and Christmas.

The Fund may invest in securities which are primarily listed on foreign
exchanges that are open and allow trading on days on which the Fund does not
determine NAV. This may significantly affect the NAV of the Fund's redeemable
securities on days when an investor cannot redeem such securities. Debt
securities generally are valued by a pricing service which determines valuations
based upon market transactions for normal, institutional-size trading units of
similar securities. However, in circumstances where such prices are not
available or where the Adviser deems it appropriate to do so, an
over-the-counter or exchange bid quotation is used. Securities listed on an
exchange or on NASDAQ are valued at the last sale price. Listed securities for
which there were no sales during the day and unlisted securities are valued at
the last quoted bid price. Options are valued at the last sale price or in the
absence of a sale, the mean between the last quoted bid and offering prices.
Short-term obligations with a maturity of 60 days or less are valued at
amortized cost pursuant to procedures adopted by the Fund's Trustees. The values
of foreign securities quoted in foreign currencies are translated into U.S.
dollars at the exchange rate for that day. Fund positions for which there are no
such valuations and other assets are valued at fair value as determined in good
faith under the direction of the Fund's Trustees.

Generally, trading in certain securities (such as foreign securities) is
substantially completed each day at various times prior to the close of the
Exchange. Trading on certain foreign securities markets may not take place on
all business days in New York, and trading on some foreign securities markets
takes place on days which are not business days in New York and on which the
Fund's NAV is not calculated. The values of these securities used in determining
the NAV are computed as of such times. Also, because of the amount of time
required to collect and process trading information as to large numbers of
securities issues, the values of certain securities (such as convertible bonds,
U.S. government securities, and tax-exempt securities) are determined based on
market quotations collected earlier in the day at the latest practicable time
prior to the close of the Exchange. Occasionally, events affecting the value of
such securities may occur between such times and the close of the Exchange which
will not be reflected in the computation of the Fund's NAV. If events materially
affecting the value of such securities occur during such period, then these
securities will be valued at their fair value following procedures approved by
the Fund's Trustees.

HOW TO BUY SHARES
The Prospectus contains a general description of how investors may buy shares of
the Fund and tables of charges. This SAI contains additional information which
may be of interest to investors.

The Fund will accept unconditional orders for shares to be executed at the
public offering price based on the NAV per share next determined after the order
is placed in good order. The public offering price is the NAV plus the
applicable sales charge, if any. In the case of orders for purchase of shares
placed through FSFs, the public offering price will be determined on the day the
order is placed in good order, but only if the FSF receives the order prior to
the time at which shares are valued and transmits it to the Fund before the Fund
processes that day's transactions. If the FSF fails to transmit before the Fund
processes that day's transactions, the customer's entitlement to that day's
closing price must be settled between the customer and the FSF. If the FSF
receives the order after the time at which the Fund values its shares, the price
will be based on the NAV determined as of the close of the Exchange on the next
day it is open. If funds for the purchase of shares are sent directly to CISC,
they will be invested at the public offering price next determined after receipt
in good order. Payment for shares of the Fund must be in U.S. dollars; if made
by check, the check must be drawn on a U.S. bank. Purchases of Gift Shares
require the completion and delivery of additional documentation, and will not be
processed until such documentation is received by CISC in good order.

The Fund receives the entire NAV of shares sold. For shares subject to an
initial sales charge, CISI's commission is the sales charge shown in the Fund's
Prospectus less any applicable FSF discount. The FSF discount is the same for
all FSFs, except that CISI retains the entire sales charge on any sales made to
a shareholder who does not specify a FSF on the Investment Account Application
("Application"), and except that CISI may from time to time reallow additional
amounts to all or certain FSFs. CISI generally retains some or all of any
asset-based sales charge (distribution fee) or contingent deferred sales
charges. Such charges generally reimburse CISI for any up-front and/or ongoing
commissions paid to FSFs.

Checks presented for the purchase of shares of the Fund which are returned by
the purchaser's bank will subject the purchaser to a $15 service fee for each
check returned. Checks must be drawn on a U.S. bank and must be payable in U.S.
dollars.

CISC acts as the shareholder's agent whenever it receives instructions to carry
out a transaction on the shareholder's account. Upon receipt of instructions
that shares are to be purchased for a shareholder's account, the designated FSF
will receive the applicable sales commission. Shareholders may change FSFs at
any time by written notice to CISC, provided the new FSF has a sales agreement
with CISI.

Shares credited to an account are transferable upon written instructions in good
order to CISC and may be redeemed as described under General Information
Regarding Buying and Selling Shares in the Prospectus. Certificates will not be
issued for Class A shares unless specifically requested and no certificates will
be issued for Class B, D, E, F, G or H shares. Shareholders may send any
certificates which have been previously acquired to CISC for deposit to their
account.

SPECIAL PURCHASE PROGRAMS/INVESTOR SERVICES
The following special purchase programs/investor services may be changed or
eliminated at any time.

Fundamatic Program. (Classes A, B and D only) As a convenience to investors,
Class A and Class B shares of the Fund may be purchased through the Colonial
Fundamatic Program. Preauthorized monthly bank drafts or electronic funds
transfer for a fixed amount of at least $250 are used to purchase Fund shares at
the public offering price next determined after CISI receives the proceeds from
the draft (normally the 5th or the 20th of each month, or the next business day
thereafter). If your Fundamatic purchase is by electronic funds transfer, you
may request the Fundamatic purchase for any day. Further information and
application forms are available from FSFs or from CISI.

Tax-Sheltered Retirement Plans. (Classes A, B and D only) CISI offers prototype
tax-qualified plans, including IRAs, and Pension and Profit-Sharing Plans for
individuals, corporations, employees and the self-employed. The minimum initial
Retirement Plan investment is $25. The First National Bank of Boston is the
Trustee of CISI prototype plans and charges a $10 annual fee. Detailed
information concerning these Retirement Plans and copies of the Retirement Plans
are available from CISI.

Participants in non-Colonial prototype Retirement Plans (other than IRAs) also
are charged a $10 annual fee unless the plan maintains an omnibus account with
CISC. Participants in Colonial prototype Plans (other than IRAs) who liquidate
the total value of their account will also be charged a $15 close-out processing
fee payable to CISC. The fee is in addition to any applicable CDSC. The fee will
not apply if the participant uses the proceeds to open a Colonial IRA Rollover
account in any fund, or if the Plan maintains an omnibus account.

Consultation with a competent financial and tax adviser regarding these Plans
and consideration of the suitability of Fund shares as an investment under the
Employee Retirement Income Security Act of 1974 or otherwise is recommended.

Telephone Address Change Services. By calling CISC, shareholders, beneficiaries
or their FSFs of record may change an address on a recorded telephone line.
Confirmations of address change will be sent to both the old and the new
addresses. Telephone redemption privileges are suspended for 30 days after an
address change is effected.

Colonial Cash Connection. Dividends and any other distributions, including
Systematic Withdrawal Plan (SWP) payments, on Class A, Class B or Class D shares
or on matured Gift Shares may be automatically deposited to a shareholder's bank
account via electronic funds transfer. Shareholders wishing to avail themselves
of this electronic transfer procedure should complete the appropriate sections
of the Application.

PROGRAMS FOR REDUCING OR ELIMINATING SALES CHARGES
Rights of Accumulation and Statement of Intent (Class A, Class E and Class G
only). Reduced sales charges on Class A, E and G shares can be effected by
combining a current purchase with prior purchases of shares of the Colonial
funds. The applicable sales charge is based on the combined total of:

1. the current purchase; and

2. the value at the public offering price at the close of business on
the previous day of all Colonial fund shares held by the shareholder
or donor (except Class A shares of any Colonial money market fund,
unless such shares were acquired by exchange from Class A shares of
another Colonial fund other than a money market fund).

CISI must be promptly notified of each purchase which entitles a shareholder to
a reduced sales charge. Such reduced sales charge will be applied upon
confirmation of the shareholder's or donor's holdings by CISC. The Fund may
terminate or amend this Right of Accumulation.

Any person may qualify for reduced sales charges on purchases of Class A, E and
G shares made within a thirteen-month period pursuant to a Statement of Intent
("Statement"). A shareholder may include, as an accumulation credit toward the
completion of such Statement, the value of all Colonial fund shares held by the
shareholder on the date of the Statement in Colonial funds (except Class A
shares of any Colonial money market fund, unless such shares were acquired by
exchange from Class A shares of another non-money market Colonial fund). The
value is determined at the public offering price on the date of the Statement.
Purchases made through reinvestment of distributions do not count toward
satisfaction of the Statement.

During the term of a Statement, CISC will hold shares in escrow to secure
payment of the higher sales charge applicable to Class A, E or G shares actually
purchased. Dividends and capital gains will be paid on all escrowed shares and
these shares will be released when the amount indicated has been purchased. A
Statement does not obligate the investor to buy or the Fund to sell the amount
of the Statement.

If a shareholder exceeds the amount of the Statement and reaches an amount which
would qualify for a further quantity discount, a retroactive price adjustment
will be made at the time of expiration of the Statement. The resulting
difference in offering price will purchase additional shares for the
shareholder's account at the applicable offering price. As a part of this
adjustment, the FSF shall return to CISI the excess commission previously paid
during the thirteen-month period.

If the amount of the Statement is not purchased, the shareholder shall remit to
CISI an amount equal to the difference between the sales charge paid and the
sales charge that should have been paid. If the shareholder fails within twenty
days after a written request to pay such difference in sales charge, CISC will
redeem that number of escrowed Class A , E or G shares to equal such difference.
The additional amount of FSF discount from the applicable offering price shall
be remitted to the shareholder's FSF of record.

Additional information about and the terms of Statements of Intent are available
from your FSF, or from CISC at 1-800-345-6611.

Reinstatement Privilege. An investor who has redeemed Fund shares may, upon
request, reinstate within one year a portion or all of the proceeds of such sale
in shares of the same Class of the Fund at the NAV next determined after CISC
receives a written reinstatement request and payment. Any CDSC paid at the time
of the redemption will be credited to the shareholder upon reinstatement. The
period between the redemption and the reinstatement will not be counted in aging
the reinstated shares for purposes of calculating any CDSC or conversion date.
Investors who desire to exercise this privilege should contact their FSF or
CISC. Shareholders may exercise this privilege an unlimited number of times.
Exercise of this privilege does not alter the Federal income tax treatment of
any capital gains realized on the prior sale of Fund shares, but to the extent
any such shares were sold at a loss, some or all of the loss may be disallowed
for tax purposes. Consult your tax adviser.

Shareholders may reinvest all or a portion of a recent cash distribution without
a sales charge. A shareholder request must be received within 30 calendar days
of the distribution. A shareholder may exercise this privilege only once. No
charge is currently made for reinvestment.

Privileges of Colonial Employees or Financial Service Firms. Class A, E and G
shares of the Fund may be sold at NAV to the following individuals whether
currently employed or retired: Trustees of funds advised or administered by the
Adviser; directors, officers and employees of the Administrator, CISI and other
companies affiliated with the Administrator; registered representatives and
employees of FSFs (including their affiliates) that are parties to dealer
agreements or other sales arrangements with CISI; and such persons' families and
their beneficial accounts.

Sponsored Arrangements. Class A, E and G shares of the Fund may be purchased at
reduced or no sales charge pursuant to sponsored arrangements, which include
programs under which an organization makes recommendations to, or permits group
solicitation of, its employees, members or participants in connection with the
purchase of shares of the Fund on an individual basis. The amount of the sales
charge reduction will reflect the anticipated reduction in sales expense
associated with sponsored arrangements. The reduction in sales expense, and
therefore the reduction in sales charge, will vary depending on factors such as
the size and stability of the organization's group, the term of the
organization's existence and certain characteristics of the members of its
group. The Fund reserves the right to revise the terms of or to suspend or
discontinue sales pursuant to sponsored plans at any time.

Class A, E and G shares of the Fund may also be purchased at reduced or no sales
charge by clients of dealers, brokers or registered investment advisers that
have entered into agreements with CISI pursuant to which the Fund is included as
an investment option in programs involving fee-based compensation arrangements.

Waiver of Contingent Deferred Sales Charges (CDSCs) (Classes B, D, E, F, G and H
shares only). CDSCs may be waived on redemptions in the following situations
with the proper documentation:

1. Death. CDSCs may be waived on redemptions of Class B shares or matured
Class F or H shares within one year following the death of (i) the sole
shareholder on an individual account, (ii) a joint tenant where the
surviving joint tenant is the deceased's spouse, or (iii) the beneficiary
of a Uniform Gifts to Minors Act (UGMA), Uniform Transfers to Minors Act
(UTMA) or other custodial account. If, upon the occurrence of one of
the foregoing, the account is transferred to an account registered in the
name of the deceased's estate, the CDSC will be waived on any redemption
from the estate account occurring within one year after the death. If
the shares are not redeemed within one year of the death, they will remain
subject to the applicable CDSC, when redeemed from the transferee's account.
If the account is transferred to a new registration and then a
redemption is requested, the applicable CDSC will be charged.

2. Systematic Withdrawal Plan (SWP). CDSCs may be waived on redemptions of
Class B shares or matured Class F or H shares occurring pursuant to a
monthly, quarterly or semi-annual SWP established with CISC, to the extent
the redemptions do not exceed, on an annual basis, 12% of the account's
value, so long as at the time of the first SWP redemption the account had
had distributions reinvested for a period at least equal to the period
of the SWP (e.g., if it is a quarterly SWP, distributions must have been
reinvested at least for the three month period prior to the first SWP
redemption); otherwise CDSCs will be charged on SWP redemptions until
this requirement is met; this requirement does not apply to Class B
accounts if the SWP is set up at the time the account is established,
and distributions are being reinvested. See below under "How to Sell
Shares - Systematic Withdrawal Plan."

3. Disability. CDSCs may be waived on redemptions of Class B shares or
matured Class F or H shares occurring within one year after the sole
shareholder on an individual account or a joint tenant on a spousal joint
tenant account becomes disabled (as defined in Section 72(m)(7) of the
Internal Revenue Code). To be eligible for such waiver, (i) the
disability must arise after the purchase of shares and (ii) the disabled
shareholder must have been under age 65 at the time of the initial
determination of disability. If the account is transferred to a new
registration and then a redemption is requested, the applicable CDSC will be
charged.

4. Death of a trustee. CDSCs may be waived on redemptions of Class B
shares or matured Class F or H shares occurring upon dissolution of
a revocable living or grantor trust following the death of the sole
trustee where (i) the grantor of the trust is the sole trustee and
the sole life beneficiary, (ii) death occurs following the purchase
and (iii) the trust document provides for dissolution of the trust
upon the trustee's death. If the account is transferred to a new
registration (including that of a successor trustee), the
applicable CDSC will be charged upon any subsequent redemption.

5. Returns of excess contributions. CDSCs may be waived on redemptions
of Class B shares or matured Class F or H shares required to return
excess contributions made to retirement plans or IRAs, so long as
the FSF agrees to return the applicable portion of any commission
paid by Colonial.

6. Qualified Retirement Plans. CDSCs may be waived on redemptions of
Class B shares or matured Class F or H shares required to make
distributions from qualified retirement plans following (i) normal
retirement (as stated in the Plan document) or (ii) separation from
service. CDSCs also will be waived on SWP redemptions of Class B
shares or matured Class F or H shares made to make required minimum
distributions from qualified retirement plans that have invested in
Colonial funds for at least two years.

7. Trust Share Taxes. CDSCs will be waived on redemptions of Class E, F, G
and H shares (i) where the proceeds are used to directly pay trust taxes,
and (ii) where the proceeds are used to pay beneficiaries for the
payment of trust taxes.

The CDSC also may be waived where the FSF agrees to return all or an agreed upon
portion of the commission earned on the sale of the shares being redeemed.

HOW TO SELL SHARES
Shares may also be sold on any day the Exchange is open, either directly to the
Fund or through the shareholder's FSF. Sale proceeds generally are sent within
seven days (usually on the next business day after your request is received in
good form). However, for shares recently purchased by check, the Fund will send
proceeds as soon as the check has cleared (which may take up to 15 days).

To sell shares directly to the Fund, send a signed letter of instruction or
stock power form to CISC, along with any certificates for shares to be sold. The
sale price is the net asset value (less any applicable contingent deferred sales
charge) next calculated after the Fund receives the request in proper form.
Signatures must be guaranteed by a bank, a member firm of a national stock
exchange or another eligible guarantor institution. Stock power forms are
available from FSFs, CISC, and many banks. Additional documentation is required
for sales by corporations, agents, fiduciaries, surviving joint owners and IRA
holders. Call CISC for more information 1-800-345-6611.

FSFs must receive requests before the time at which the Fund's shares are valued
to receive that day's price, are responsible for furnishing all necessary
documentation to CISC and may charge for this service.

Systematic Withdrawal Plan (Class A, B and D shares and matured Trust Shares
only)
If a shareholder's Account Balance is at least $5,000, the shareholder may
establish a SWP. A specified dollar amount or percentage of the then current net
asset value of the shareholder's investment in the Fund designated by the
shareholder will be paid monthly, quarterly or semi-annually to a designated
payee. The amount or percentage the shareholder specifies generally may not, on
an annualized basis, exceed 12% of the value, as of the time the shareholder
makes the election of the shareholder's investment. Withdrawals from Class B, D,
F and H shares of the under a SWP will be treated as redemptions of shares
purchased through the reinvestment of Fund distributions, or, to the extent such
shares in the shareholder's account are insufficient to cover Plan payments, as
redemptions from the earliest purchased shares of the Fund in the shareholder's
account. No CDSCs apply to a redemption pursuant to a SWP of 12% or less, even
if, after giving effect to the redemption, the shareholder's Account Balance is
less than the shareholder's base amount. Qualified plan participants who are
required by Internal Revenue Code regulation to withdraw more than 12%, on an
annual basis, of the value of their Class B, D, F or H share account may do so
but will be subject to a CDSC ranging from 1% to 5% of the excess over 12%. If a
shareholder wishes to participate in a SWP, the shareholder must elect to have
all of the shareholder's income dividends and other distributions payable in
shares of the Fund rather than in cash.

A shareholder or a shareholder's FSF of record may establish a SWP account by
telephone on a recorded line. However, SWP checks will be payable only to the
shareholder and sent to the address of record. SWPs from retirement accounts
cannot be established by telephone.

A shareholder may not establish a SWP if the shareholder holds shares in
certificate form. Purchasing additional shares (other than through dividend and
distribution reinvestment) while receiving SWP payments is ordinarily
disadvantageous because of duplicative sales charges. For this reason, a
shareholder may not maintain a plan for the accumulation of shares of the Fund
(other than through the reinvestment of dividends) and a SWP at the same time.

SWP payments are made through share redemptions, which may result in a gain or
loss for tax purposes, may involve the use of principal and may eventually use
up all of the shares in a shareholder's account.

The Fund may terminate a shareholder's SWP if the shareholder's Account Balance
falls below $5,000 due to any transfer or liquidation of shares other than
pursuant to the SWP. SWP payments will be terminated on receiving satisfactory
evidence of the death or incapacity of a shareholder. Until this evidence is
received, CISC will not be liable for any payment made in accordance with the
provisions of a SWP.

The cost of administering SWPs for the benefit of shareholders who participate
in them is borne by the Fund as an expense of all shareholders.

Shareholders whose positions are held in "street name" by certain FSFs may not
be able to participate in a SWP. If a shareholder's Fund shares are held in
"street name", the shareholder should consult his or her FSF to determine
whether he or she may participate in a SWP.

Telephone Redemptions. Telephone redemption privileges are described in
the Prospectus.

Non Cash Redemptions. For redemptions of any single shareholder within any
90-day period exceeding the lesser of $250,000 or 1% of the Fund's net asset
value, the Fund may make the payment or a portion of the payment with portfolio
securities held by the Fund instead of cash, in which case the redeeming
shareholder may incur brokerage and other costs in selling the securities
received.

SUSPENSION OF REDEMPTIONS
The Fund may suspend shareholders' right of redemption or postpone payment for
more than seven days (i) if the Exchange is closed for other than customary
weekends or holidays, (ii) during certain periods when trading on the Exchange
is restricted, (iii) during any emergency which makes it impracticable for the
Fund to dispose of its securities or to determine fairly the value of its net
assets, or (v) during any other period permitted by order of the SEC for
protection of investors.

SHAREHOLDER LIABILITY
Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of the Trust. However, the
Declaration disclaims shareholder liability for acts or obligations of the Fund
and the Trust and requires that notice of such disclaimer be given in each
agreement, obligation, or instrument entered into or executed by the Fund or the
Trust's Trustees. The Declaration provides for indemnification out of Fund
property for all loss and expense of any shareholder held personally liable for
the obligations of the Fund. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances (which are
considered remote) in which the Fund would be unable to meet its obligations and
the disclaimer was inoperative.

The risk of a particular fund incurring financial loss on account of another
fund of the Trust is also believed to be remote, because it would be limited to
circumstances in which the disclaimer was inoperative and the other fund was
unable to meet its obligations.

SHAREHOLDER MEETINGS
As described under the caption "Organization and History" in the Prospectus, the
Fund will not hold annual shareholders' meetings. The Trustees may fill any
vacancies in the Board of Trustees except that the Trustees may not fill a
vacancy if, immediately after filling such vacancy, less than two-thirds of the
Trustees then in office would have been elected to such office by the
shareholders. In addition, at such times as less than a majority of the Trustees
then in office have been elected to such office by the shareholders, the
Trustees must call a meeting of shareholders. Trustees may be removed from
office by a written consent signed by a majority of the outstanding shares of
the Trust or by a vote of the holders of a majority of the outstanding shares at
a meeting duly called for the purpose, which meeting shall be held upon written
request of the holders of not less than 10% of the outstanding shares of the
Trust. Upon written request by the holders of 1% of the outstanding shares of
the Trust stating that such shareholders of the Trust, for the purpose of
obtaining the signatures necessary to demand a shareholders' meeting to consider
removal of a Trustee, request information regarding the Trust's shareholders,
the Trust will provide appropriate materials (at the expense of the requesting
shareholders). Except as otherwise disclosed in the Prospectus and this SAI, the
Trustees shall continue to hold office and may appoint their successors.

At any shareholders' meetings that may be held, shareholders of all series would
vote together, irrespective of series, on the election of Trustees or the
selection of independent accountants, but each series would vote separately from
the others on other matters, such as changes in the investment policies of that
series or the approval of the management agreement for that series.

PERFORMANCE MEASURES
Total Return
Standardized average annual total return. Average annual total return is the
actual return on a $1,000 investment in a particular class of shares of the ,
made at the beginning of a stated period, adjusted for the maximum sales charge
or applicable CDSC for the class of shares of the and assuming that all
distributions were reinvested at NAV, converted to an average annual return
assuming annual compounding.

Nonstandardized total return. Nonstandardized total returns differ from
standardized average annual total returns only in that they may relate to
nonstandardized periods, represent aggregate rather than average annual total
returns or in that the sales charge or CDSC is not deducted.

Yield
Non money market. The yield for each class of shares is determined by (i)
calculating the income (as defined by the SEC for purposes of advertising yield)
during the base period and subtracting actual expenses for the period (net of
any reimbursements), (ii) dividing the result by the product of the average
daily number of shares of the Fund entitled to dividends for the period and the
maximum offering price of the on the last day of the period, and (iii) then
annualizing the result assuming semi-annual compounding. Adjusted yield is
calculated in the same manner as yield except that expenses voluntarily borne or
waived by Colonial have been added back to actual expenses.

Distribution rate. The distribution rate for each class of shares is calculated
by annualizing the most current period's distributions and dividing by the
maximum offering price on the last day of the period. Generally, the Fund's
distribution rate reflects total amounts actually paid to shareholders, while
yield reflects the current earning power of the Fund's portfolio securities (net
of the Fund's expenses). The Fund's yield for any period may be more or less
than the amount actually distributed in respect of such period.

Performance Depictions and Comparisons. The Fund may compare its performance to
various unmanaged indices published by such sources as listed in Appendix II.
The Fund may also refer to quotations, graphs and electronically transmitted
data from sources believed by CISI or the Administrator to be reputable, and
publications in the press pertaining to the Fund's performance or to the Adviser
or its affiliates, including comparisons with competitors and matters of
national and global economic and financial interest. Examples include Forbes,
Business Week, Money Magazine, The Wall Street Journal, The New York Times, The
Boston Globe, Barron's National Business & Financial Weekly, Financial Planning,
Changing Times, Reuters Information Services, Wiesenberger Mutual Funds
Investment Report, Lipper Analytical Services Corporation, Morningstar, Inc.,
Sylvia Porter's Personal Finance Magazine, Money Market Directory, SEI Funds
Evaluation Services, FTA World Index and Disclosure Incorporated.

All data are based on past performance and do not predict future results.

Tax-Related Illustrations. The Fund also may present hypothetical illustrations
(i) comparing the Fund's and other mutual fund's pre-tax and after-tax total
returns, and (ii) showing the effects of income, capital gain and estate taxes
on performance.

APPENDIX I
1995
<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)

<S> <C> <C>
Donoghue Tax-Free Funds 3.39
Donoghue U.S. Treasury Funds 5.19
Dow Jones Industrials 36.95
Lipper Global Funds 16.05
Lipper Growth Funds 30.79
Lipper Growth & Income Funds 30.82
Lipper Mid Cap Funds 32.04
Lipper U.S. Government Money Market Funds 5.26
Lipper Small Company Growth Funds 31.55
S&P 500 S&P 37.54
S&P Utility Index S&P 42.39
S&P Barra Growth 38.13
S&P Barra Value 37.00
S&P Midcap 400 28.56
Morgan Stanley Capital International Pacific Region Funds Ex-Japan 12.95
Inflation Consumer Price Index N/A
FHLB-San Francisco 11th District Cost-of-Funds Index N/A
Federal Reserve Six-Month Treasury Bill N/A
Federal Reserve One-Year Constant-Maturity Treasury Rate N/A
Federal Reserve Five-Year Constant-Maturity Treasury Rate N/A
Frank Russell & Co. Russell 2000 28.45
Frank Russell & Co. Russell 1000 Value 38.35
Frank Russell & Co. Russell 1000 Growth 37.19
Bloomberg NA NA
Credit Lyonnais NA NA
Statistical Abstract of the U.S. NA NA
World Economic Outlook NA NA

*in U.S. currency
</TABLE>