COLONIAL TRUST I
497, 1997-05-08
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2

December 30, 1996, Revised May 8, 1997

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

                                                                 MG-01/638D-0497

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.

This Prospectus  explains concisely what you should know before investing in the
Fund's  Class A, B or D shares.  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
Classes of Shares                                          9
General Information Regarding Buying
  and Selling Shares                                      10
Distributions and Taxes                                   12
Exchanges                                                 12
Telephone Transactions                                    13
12b-1 Plans                                               13
Organization and History                                  13

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 NOR HAS THE SECURITIES AND EXCHANGE  COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

<PAGE>


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)


<TABLE>
<CAPTION>
                                                           Class A                    Class B                   Class D
<S>                                                         <C>                        <C>                       <C>
 Maximum Sales Charges (as a % of offering
   price) (3)(4)                                            5.75%                      5.00%                     1.99%
 Maximum Initial Sales Charge Imposed on a
  Purchase (as a % of offering price) (3)(4)                5.75%                      0.00%                     1.00%
 Maximum Contingent Deferred Sales
   Charge (as a % of offering price) (3)(4)                 1.00%(5)                   5.00%                     0.99%
</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 and D  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 "Classes of
     Shares."

Estimated Annual Operating Expenses (as a % of average net assets)
<TABLE>
<CAPTION>
                                                          Class A                    Class B                  Class D
<S>                                                         <C>                       <C>                       <C>  
Management and administration fees
   (after expense waiver or reimbursement)                  0.73%                     0.73%                     0.73%
 12b-1 fees                                                 0.25                      1.00                      1.00
 Other expenses                                             0.52                      0.52                      0.52
                                                            ----                      ----                      ----
 Total operating expenses (after expense
   waiver or reimbursement)(7)                              1.50%                      2.25%                    2.25%
                                                            =====                      =====                    =====
</TABLE>

(6)       Total expenses,  excluding brokerage,  interest, taxes, 12b-1 fees 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)
          and 2.52%(Classes B and D).


<PAGE>


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
<S>                                       <C>                             <C>                               <C>
1 year                                    $ 72                            $ 73                              $43
3 years                                   $102                            $100                              $80

Example 2 (assumes no redemption)
<CAPTION>
Period                                   Class A                        Class B                          Class D
<S>                                       <C>                             <C>                              <C>
1 year                                    $ 72                            $23                              $33
3 years                                   $102                            $70                              $80

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

Example 1 (assumes redemption at period end)

Period                                   Class A                        Class B                          Class D
<S>                                       <C>                             <C>                              <C>
1 year                                    $ 74                            $ 76                             $45
3 years                                   $110                            $109                             $88

<CAPTION>
Example 2 (assumes no redemption)

Period                                   Class A                        Class B                          Class D
<S>                                       <C>                             <C>                              <C>
1 year                                    $ 74                            $26                              $35
3 years                                   $110                            $79                              $88
</TABLE>


<PAGE>


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
[S]                          [C]                 [C]
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
[S]                          [C]                 [C]
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
[S]                          [C]                 [C]
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*
[S]                                    [C]
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.  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.


CLASSES OF SHARES

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
[S]                          [C]         [C]         [C]
 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                        2.56%       2.50%       2.00%
    $500,000
 $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%

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

       Amount Purchased                   Commission
       [S]                                   [C]
       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
            [S]                         [C]
                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. The Distributor pays financial service firms a commission of
4.00% on Class B share purchases.

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.

The Distributor pays financial  service firms an initial  commission of 1.85% on
Class D share purchases and an ongoing commission of 0.65% annually. The ongoing
commission may be reduced or eliminated at any time.

The Fund also offers Class E, F, G and H shares (Trust Shares) which are offered
through a separate  Prospectus  and are designed for persons  wishing to make an
irrevocable gift to a child,  grandchild or other  individual.  Trust Shares are
held in an irrevocable trust until a specified date at which time they pass to a
beneficiary.  For more information about Trust Shares or to obtain a Prospectus,
call the Distributor at 1-800-426-3750.


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.

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.  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 Class B).
Purchases  of  $250,000  or more must be for Class A or D shares.  Purchases  of
$500,000  or more must be for Class A shares.  Consult  your  financial  service
firm.

Financial  service firms may receive  different  compensation  rates for selling
different  Classes of shares.  Payment of the ongoing  commission  applicable to
Class D is 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.  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.  Fund 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 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  are reinvested in additional
shares of the same Class of the Fund at net asset value  unless the  shareholder
elects to receive cash. Regardless of the shareholder's election,  distributions
of $10 or less will be reinvested.  To change your  election,  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. 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.


EXCHANGES

Exchanges at net asset value may be made from any other  Colonial  fund into the
same class of the Fund. Exchanges which are the initial investment in the Fund's
shares must meet the minimum initial  investment  requirement.  Exchanges of the
Fund's  Class A, B and D shares into the same class of any other  Colonial  fund
are limited to one exchange per twelve-month period.

Shares will  continue  to age without  regard to the  exchange  for  purposes of
conversion and  determining the contingent  deferred sales charge,  if any, upon
redemption.  Carefully  read the  prospectus of the fund into which the exchange
will go  before  submitting  the  request.  Call  1-800-426-3750  to  receive  a
prospectus and an exchange  authorization  form. Call 1-800-422-3737 to exchange
shares by telephone. An exchange is a taxable capital transaction.  The exchange
service may be changed, suspended or eliminated on 60 days' written notice.

Class A Shares.  An exchange  from a money  market fund into the Fund will be at
the applicable offering price next determined  (including sales charge),  except
for amounts on which an initial  sales  charge was paid.  Non-money  market fund
shares must be held for five months before  qualifying for exchange to the Fund,
after which exchanges are made at the net asset value next determined.

Class B Shares.  Exchanges  of Class B shares are not subject to the  contingent
deferred sales charge.  However,  if shares are redeemed  within six years after
the original purchase, a contingent deferred sales charge will be assessed using
the schedule of the fund into which the original investment was made.

Class D  Shares.  Exchanges  of  Class  D  shares  will  not be  subject  to the
contingent  deferred sales charge.  However,  if shares are redeemed  within one
year after the original purchase,  a 1.00% contingent deferred sales charge will
be assessed.


TELEPHONE TRANSACTIONS

Telephone  redemption  privileges  may be elected on the account  application by
completing  the  Telephone   Withdrawal   Option  section   including  the  Bank
Information.  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
distribution  fees at the  annual  rate  of  0.75%  of the  average  net  assets
attributed to its Class B and Class D shares.  Total returns and dividends  will
be lower on classes bearing a distribution fee than the returns and dividends of
Class A shares.  Class B shares  automatically  convert to Class A 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.

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.


<PAGE>





















                      [THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>



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, Revised May 8, 1997

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 FLAG LOGO]

                    Colonial Mutual Funds
_________________________________________________________________
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

______________________________________
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 -----Colonial Fund(s) You Are Purchasing--------
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.

Fund                    Fund                    Fund

________________        ___________________     _____________________

$_______________        $__________________     $____________________
Amount                   Amount                  Amount  

Class
___ A Shares ___ B Shares (less than $250,000) ___ C Shares (Adjustable Rate
                                                    U.S. Government Fund only)

___ D Shares (less than $500,000, available on certain funds; see prospectus)


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

___Automatic Dividend Diversification See section 5A, inside

___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 from Your Fund-------

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.

Funds for Withdrawal:

___________________    
 Name of 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).

___________________    
 Name of 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.  Fast Cash
You are automatically eligible for this service.  You or your financial
adviser can withdraw up to $50,000 from your account and have it sent to your
address of record. For your protection, this service is only available on
accounts that have not had an address change within 30 days of the redemption
request.

2.  Telephone Redemption
__I would like the Telephone Redemption privilege either by federal fund wire
  or EFT. Telephone redemptions over $1,000 will be sent via federal fund wire,
  usually on the next business day ($7.50 will be deducted).  Redemptions of
  $1,000 or less will be sent by check to your designated bank.

3.  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 Make Additional Investments--------

These services involve continuous investments regardless of varying share
prices. Please consider your ability to continue purchases through periods of
price fluctuations. Dollar cost averaging does not assure a profit or protect
against loss in declining markets.

A. Automatic Dividend Diversification
Please diversify my portfolio by investing distributions from one fund into 
another Colonial fund. These investments will be made in the same share class 
and without sales charges. Accounts must be identically registered.  I have
carefully read the prospectus for the fund(s) listed below.

____________________________
 From fund

____________________________
Account number (if existing)

____________________________
To fund

____________________________
Account number (if existing)


____________________________
 From fund

____________________________
Account number (if existing)

____________________________
To fund

____________________________
Account number (if existing)


B. Automated Dollar Cost Averaging
This program allows you to automatically have money from any Colonial fund in
which you have a balance of at least $5,000 exchanged into the same share
class of up to four other identically registered Colonial accounts, on a
monthly basis. The minimum amount for each exchange is $100. Please complete
the section below.

____________________________________
Fund from which shares will be sold

$_________________________
 Amount to redeem monthly

1____________________________________
 Fund to invest shares in

$_________________________
 Amount to invest monthly

2____________________________________
 Fund to invest shares in

$_________________________
 Amount to invest monthly


C. Fundamatic/On-Demand EFT Purchase
Fundamatic automatically transfers the specified amount from your bank
checking account to your Colonial fund account by electronic funds transfer on 
any specified day of the month. 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.

1____________________________________
 Fund name

_________________________________
Account number

$_____________________        _________________
Amount to transfer            Month to start


2___________________________________
 Fund name

 ________________________________
 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

______________________________________
Bank street address

______________________________________
City            State          Zip

______________________________________
Bank account number

______________________________________
Bank routing #

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

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

6------------Ways to Reduce Your Sales Charges------------
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.

_____________________________________
 Name on account

_____________________________________
Account number

_____________________________________
 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.

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

_____________________________________
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.______________________

                 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.

SH-938B-0396





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