COLONIAL TAX-MANAGED GROWTH FUND
Supplement to Prospectus
dated December 30, 1996
The sentence following the caption entitled Exchanges is deleted and replaced
with the following:
Exchanges at net asset value may be made from any other Colonial fund into the
Fund's Traditional Shares of the same class. Exchanges which are the initial
investment in the Fund's Traditional Shares must meet the minimum initial
investment requirement. Exchanges of any class of the Fund's Traditional 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.
Traditional Shares:
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.
Trust Shares:
Trust Shares may not be exchanged for shares of any other Colonial fund.
MG-36/438D-0297 February 24, 1997
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