COLONIAL TRUST I, 485APOS, 1998-12-31

COLONIAL TRUST I
485APOS, 1998-12-31

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Registration Nos: 2-41251
811-2214

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /

Pre-Effective Amendment No. / /

Post-Effective Amendment No. 50 / X /

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /

Amendment No. 32 / X /

COLONIAL TRUST I
(Exact Name of Registrant as Specified in Charter)

One Financial Center, Boston, Massachusetts 02111
(Address of Principal Executive Offices)

617-426-3750
(Registrant's Telephone Number, including Area Code)

Name and Address of
Agent for Service Copy to

Nancy L. Conlin, Esq. John M. Loder, Esq.
Colonial Management Associates, Inc. Ropes & Gray
One Financial Center One International Place
Boston, MA 02111 Boston, MA 02110-2624

It is proposed that this filing will become effective (check appropriate box):

/ / immediately upon filing pursuant to paragraph (b).

/ / on [date] pursuant to paragraph (b).

/ X / 60 days after filing pursuant to paragraph (a)(1).

/ / on (date) pursuant to paragraph (a)(1) of Rule 485.

/ / 75 days after filing pursuant to paragraph (a)(2).

/ / on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

/ / this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

<PAGE>

COLONIAL TRUST I

Cross Reference Sheet Pursuant to Rule 481(a)
(Stein Roe Advisor Tax-Managed Growth Fund)
Classes A, B, C, E, F, G, H

Item Number of Form N-1A Prospectus Location or Caption

Part A

1. Front Cover Page; Back Cover Page

2. The Fund; Other Investment Strategies and Risks

3. The Fund

4. The Fund

5. Not Applicable

6. Front Cover; Managing the Fund; Your Account

7. Your Account

8. The Fund, Your Account

9. Financial Highlights

STEIN ROE ADVISOR FUND Prospectus, March 1, 1999

[bullet] STEIN ROE ADVISOR TAX-MANAGED GROWTH FUND

Advised by Stein Roe & Farnham Incorporated

-------------------
DRAFT DATED
DECEMBER 30, 1998
-------------------

- --------------------------------------------------------------------------------
TABLE OF CONTENTS

THE FUND MANAGING THE FUND
- ---------------------------------------- -------------------------------------
Investment Goals....................... Investment Advisor..................
Primary Investment Strategies.......... Portfolio Managers..................
Primary Investment Risks............... Year 2000 Compliance................
Performance History....................
Your Expenses.......................... FINANCIAL HIGHLIGHTS................
-------------------------------------
YOUR ACCOUNT
How to Buy Shares......................
Sales Charges..........................
How to Exchange Shares.................
How to Sell Shares.....................
Distribution and Service Fees..........
Other Information About Your Account...

Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved any shares offered in this
prospectus or determined whether this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

- ---------------------------------------------
NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
- ---------------------------------------------

<PAGE>

The Fund STEIN ROE ADVISOR TAX-MANAGED GROWTH FUND

[BEGIN CALLOUT TEXT]

UNDERSTANDING TAX-MANAGED INVESTING
- ------------------------------------------------------------
In managing the Fund the Advisor uses investment strategies
that are designed to reduce (but not eliminate) the payment
by the Fund of taxable distributions to shareholders. These
strategies include: buying stocks that pay low dividends or
no dividends at all; maintaining a low portfolio turnover
rate which helps to minimize the realization and
distribution of taxable gains; deferring the sale of a
security until the realized gain would qualify as a long-
term capital gain rather than a short-term capital gain;
selling securities to create a loss to offset gains realized
on other securities; and selling the higher cost basis
portion of a security holding first.

[end callout text]

INVESTMENT GOALS
- --------------------------------------------------------------------------------
The Fund seeks long-term capital growth while reducing shareholder exposure to
taxes. Approval by the Fund's shareholders is not required to modify or change
the Fund's goals.

PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
middle capitalization stocks have at least $1 billion in
equity market capitalization at the time of purchase. In
selecting stocks for the Fund, the Advisor uses fundamental
research analysis and valuation techniques.

At times the Advisor may determine that adverse market
conditions make it desirable to suspend temporarily the
Fund's normal investment activities. During such times, the
Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking
a temporary defensive position may prevent the Fund from
achieving its investment objective.

In seeking to achieve its goal, the Fund may invest in
various types of securities and engage in various investment
techniques which are not described in this prospectus.
These types of securities and investment practices are
identified and discussed in the Fund's Statement of
Additional Information, which you may obtain by contacting
Liberty Funds Services, Inc. (See back cover for address and
phone number).

PRIMARY INVESTMENT RISKS
- --------------------------------------------------------------------------------

The primary risks of investing in the Fund are described
below. There are many circumstances which would cause the
value of your investment in the Fund to decline, and which
could prevent the Fund from achieving its objective, that
are not described here.

Market risk is the risk that the price of a security held by
the Fund will fall due to changing economic, political or
market conditions, or due to the financial condition of the
company which issued the security. Because the Fund is
typaically fully invested in a concentrated portfolio of
stocks, the Fund may experience greater market risk than
other growth-oriented mutual funds.

Foreign securities are subject to special risks. Foreign
stock markets can be extremely volitile and the liquidity of
foreign securities may be more limited than domestic
securities, which means that the Fund may at times be unable
to sell them at desirable prices. Fluctuations in currency
exchange rates impact the value of foreign securities.
Brokerage commissions, custodial fees and other fees are
generally higher for foreign investments. In addition,
foreign governments may impose withholding taxes which would
reduce the amount of income available to distribute to
shareholders. Other risks include the following: possible
delays in settlement of transactions; less publicly
available information about companies; the impact of
political, social or diplomatic events; and possible
seizure, expropriation or natioanlization of the company or
its assets.

<PAGE>

THE FUND Stein Roe Advisor Tax-Managed Fund

[BEGIN SIDEBAR]

UNDERSTANDING PERFORMANCE

Calendar-year total return shows the Fund's Class A share performance for each
complete calendar year since it commenced operations. It includes the effects of
Fund expenses, but not the effects of sales charges. If sales charges were
included, these returns would be lower.

Average annual total return is a measure of the Fund's performance over the past
one-, five- and ten-year (or life of fund) periods. It includes the effects of
Fund expenses. The table shows each class's returns with and without sales
charges.

The Fund's return is compared to _____________.

[END SIDEBAR]

PERFORMANCE HISTORY
- --------------------------------------------------------------------------------
The bar chart and performance table below show the Fund's calendar-year returns
for Class A shares and average annual total returns for each class of Fund
shares through December 31, 1998. The chart and table are intended to illustrate
some of the risks of investing in the Fund by showing the changes in the Fund's
performance. These returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include any expense reduction
arrangements. If these arrangements were not in place, then the performance
results would have been lower. Any reduction arrangements may be discontinued at
any time.

Calendar-Year Total Returns (Class A)

[BEGIN BAR CHART]

Calendar-Year Total Returns (Class A)

1997 24.40%

[END BAR CHART]

<PAGE>

The Fund's year-to-date total return Best quarter: 1st quarter __, +X.XX%
through ____ 1998 was X.XX% Worst quarter: 2nd quarter __, -X.XX%

Average Annual Total Returns -- for periods ending December 31, 1997

<TABLE>
<CAPTION>
1 Year Since Inception
(December 6, 1996)
<S> <C> <C>

Class A (%)
- -----------------------------------------------------------------------------
Class B (%)
- -----------------------------------------------------------------------------
Class C (%)
- -----------------------------------------------------------------------------
Class E (%)
- -----------------------------------------------------------------------------
Class F (%)
- -----------------------------------------------------------------------------
Class G (%)
- -----------------------------------------------------------------------------
Class H (%)
- -----------------------------------------------------------------------------
_____ Index (%)
- -----------------------------------------------------------------------------
Lipper Average (%)
</TABLE>

4
<PAGE>

THE FUND Stein Roe Advisor Tax-Managed Fund

[BEGIN SIDEBAR]

UNDERSTANDING EXPENSES

Shareholder Fees are paid directly by shareholders to the Fund's distributor.

Annual Fund Operating Expenses are deducted from the Fund. They include
management and administration fees, 12b-1 fees, brokerage costs, and
administrative costs including pricing and custody services.

Example Expenses helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:

[bullet] $1,000 initial investment

[bullet] 5% total return for each year

[bullet] Fund operating expenses remain the same

[bullet] No expense reductions in effect

[END SIDEBAR]

YOUR EXPENSES
- --------------------------------------------------------------------------------
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund. These tables do not take into account any
expense reduction arrangements, and therefore may not reflect the actual
expenses of the Fund.

Shareholder Fees(1)(2) (paid directly from your investment)
<TABLE>
<CAPTION>
Class Class Class Class Class Class Class
A B C E F G H
<S> <C> <C> <C> <C> <C> <C> <C>
Maximum sales charge (load)
on purchases (%) (as a
percentage of the offering
price) 5.75 0.00 0.00 5.00 0.00 4.50 0.00
- ------------------------------------------------------------------------------------------
Maximum deferred sales
charge (load) on
redemptions (%) (as a
percentage of the offering
price) 1.00(3) 5.00 1.00 1.00(4) 5.00 1.00(4) 5.00
</TABLE>

Annual Fund Operating Expenses (deducted directly from the Fund)
<TABLE>
<CAPTION>
Class Class Class Class Class Class Class
A B C E F G H
<S> <C> <C> <C> <C> <C> <C> <C>
Management and
administration fees(5) (%) _.__ _.__ _.__ x.xx x.xx x.xx x.xx
- -------------------------------------------------------------------------------------------
Distribution and service
(12 b-1) fees (%) 0.25 1.00 1.00 0.35 1.00 0.35(6) 1.00
- -------------------------------------------------------------------------------------------
Other expenses(5) (%) _.__ _.__ _.__ x.xx x.xx x.xx x.xx
- -------------------------------------------------------------------------------------------
Total annual fund operating
expenses(5) (%) _.__ _.__ _.__ x.xx x.xx x.xx x.xx
</TABLE>

Example Expenses (your actual costs may be higher or lower)
<TABLE>
<CAPTION>
Class Year 1 Year 3 Year 5 Year 10

<S> <C> <C> <C> <C>
Class A $_,___ $_,___ $_,___ $_,___
- -----------------------------------------------------------------------------------
Class B: did not sell your shares $_,___ $_,___ $_,___ $_,___
sold all your shares at the end of $_,___ $_,___ $_,___ $_,___
the period
- -----------------------------------------------------------------------------------
Class C: did not sell your shares $_,___ $_,___ $_,___ $_,___
sold all your shares at the end of $_,___ $_,___ $_,___ $_,___
the period
- -----------------------------------------------------------------------------------
Class E: did not sell your shares $_,___ $_,___ $_,___ $_,___
sold all your shares at the end of $_,___ $_,___ $_,___ $_,___
the period
- -----------------------------------------------------------------------------------
Class F: did not sell your shares $_,___ $_,___ $_,___ $_,___
sold all your shares at the end of $_,___ $_,___ $_,___ $_,___
the period
- -----------------------------------------------------------------------------------
Class G: did not sell your shares $_,___ $_,___ $_,___ $_,___
sold all your shares at the end of $_,___ $_,___ $_,___ $_,___
the period
- -----------------------------------------------------------------------------------
Class H: did not sell your shares $_,___ $_,___ $_,___ $_,___
sold all your shares at the end of $_,___ $_,___ $_,___ $_,___
the period
</TABLE>

(1) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.

(2) There is a $7.50 charge for wiring sale proceeds to your bank.

(3) This charge applies only to purchases of $1 million to $5 million if shares
are redeemed within 18 months after purchase.

(4) This charge applies only to purchases of $500,000 to $5 million if shares
are redeemed within 18 months after purchase.

(5) The Fund's advisor voluntarily waived advisory fees and reimbursed the Fund
for certain expenses. As a result, the actual management fees were __.__%,
other expenses were __.__% and total annual operating expenses were __.__%.

(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.

<PAGE>

Your Account

{BEGIN SIDEBAR]

INVESTMENT MINIMUMS(1)

Initial Investment.............$2,500

Subsequent Investments...........$250

Automatic Purchase Plans..........$50

Retirement Plans..................$25

[END SIDEBAR]

HOW TO BUY SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When the Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated public offering price. In good form means that you placed your
order with your brokerage firm or your payment has been received and your
application is complete, including all necessary signatures. For purchases of
trust shares, a signed Trust Declaration Agreement adoption agreement must
be received within ten days following the purchase.

Outlined below are various ways you can purchase shares:

<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your Your financial advisor can help you establish your account and
financial advisor buy Fund shares on your behalf.
- --------------------------------------------------------------------------------------
By check For new accounts, send a completed application and check made
(new account) payable to the Fund to the transfer agent, Liberty Funds
Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
- --------------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional
(existing account) investment stub included in your quarterly statement, or send a
letter of instruction including your Fund name and account
number with a check made payable to the Fund to Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- --------------------------------------------------------------------------------------
By exchange You may purchase shares by exchanging from an existing fund into
the same share class of another fund at no additional cost. To
exchange by telephone, call 1-800-422-3737.
- --------------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank account
to your fund account. To wire funds to your fund account, call
1-800-422-3737 to obtain a control number and the wiring
instructions.
- --------------------------------------------------------------------------------------
By electronic funds You may purchase shares by electronically transferring money
transfer (EFT) from your bank account to your fund account by calling
1-800-422-3737. Your money may take up to two business days to
arrive. You must set up this feature prior to your telephone
request. Be sure to complete the appropriate section of the
application.
- --------------------------------------------------------------------------------------
Automatic You can make monthly or quarterly investments automatically
investment plan from your bank account to your fund account. You can select a
pre-authorized amount to be sent via electronic funds transfer
(EFT). Be sure to complete the appropriate section of the
application for this feature.
- --------------------------------------------------------------------------------------
By dividend Dividends distributed by one fund can be automatically invested
diversification into the same class of shares of another fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>

(1) The Fund reserves the right to change the investment minimums. The Fund also
reserves the right to refuse a purchase order for any reason, including if
it believes that doing so would be in the best interest of the Fund and its
shareholders.

<PAGE>

Your Account

[BEGIN SIDEBAR]

CHOOSING A SHARE CLASS

The Fund offers three traditional classes of shares in this prospectus -- Class
A, B and C. Each share class has its own sales charge and expense structure.
Determining which share class is best for you depends on the dollar amount you
are investing and the number of years for which you are willing to invest.
Purchases of more than $250,000 but less than $1 million can only be made in
Class A or Class C shares. Purchases of $1 million or more are automatically
invested in Class A shares.

The Fund offers four trust classes of shares, in this prospectus - Class E, F, G
and H and are designed for persons who wish to make an irrevocable gift to a
child, grandchild or other individual. Shares are held in a irrevocable trust
until a specified date at which time they pass to a beneficiary. Each share
class has its own sales charge and expense structure. Determining which share
class is best depends on the length of time between the purchase date and the
designated trust termination date.

Based on your personal situation, your investment advisor can help you decide
which class of shares makes the most sense for you.

The Fund also offers Class Z shares which are exclusive to certain institutional
investors and are made available through a separate prospectus.

[END SIDEBAR]

SALES CHARGES
- --------------------------------------------------------------------------------
You may be subject to an initial sales charge when you purchase, or a contingent
deferred sales charge (CDSC) when you sell, shares of the Fund. These sales
charges are described below. In certain circumstances these sales charges are
waived, as described below and in the Statement of Additional Information (SAI).

Traditional Shares

Class A shares Your purchases of Class A shares generally are at the Public
Offering Price (POP). This price includes a sales charge that is based on the
amount of your initial investment when you open your account. The sales charge
you pay on additional investments is based on the total amount of your purchase
and the current value of your account. The amount of the sales charge differs
depending on the amount you invest as shown in the tables below. The tables
below also show the commission paid to the financial advisor firm on sales of
Class A shares.

Stein Roe Advisor Tax-Managed Fund
<TABLE>
<CAPTION>
% of
offering
As a % of price
the Public As a % retained by
Offering of your financial
Amount of Purchase Price (POP) investment advisor firm

(2) Redemptions from Class A share accounts with shares valued between $1
million and $5 million may be subject to a CDSC. Class A share purchases
that bring your account value above $1 million are subject to a 1% CDSC if
redeemed within 18 months of their purchase date. The 18-month period begins
on the first day of the month following each purchase.

<PAGE>

Your Account

[BEGIN SIDEBAR]

UNDERSTANDING CONTINGENT
DEFERRED SALES CHARGES (CDSC)

Certain investments in Class A, B and C shares are subject to a contingent
deferred sales charge (CDSC). You will pay the CDSC only on shares you sell
within a certain amount of time after purchase. The CDSC generally declines each
year until there is no charge for selling shares. The CDSC is applied to the NAV
at the time of purchase or sale, whichever is lower. Shares you purchase with
reinvested dividends or capital gains are not subject to a CDSC. When you place
an order to sell shares, the Fund will automatically sell those shares not
subject to a CDSC and then those you have held the longest. This policy helps
reduce and possibly eliminate the potential impact of the CDSC.

[END SIDEBAR]

Class A Shares For Class A share purchases of $1 million or more, financial
advisors receive a commission from the Fund's distributor, Liberty Funds
Distributor, Inc. (LFD), as follows:

Purchases Over $1 Million
<TABLE>
<CAPTION>
Amount Purchased Commission %

<S> <C>
First $3 million 1.00
- --------------------------------------------------------------------------------
Next $2 million 0.50
- --------------------------------------------------------------------------------
Over $5 million 0.25
</TABLE>

Reduced Sales Charges for Larger Investments There are two ways for you to pay
a lower sales charge when purchasing Class A shares. The first is through Rights
of Accumulation. If the combined value of the Fund accounts maintained by you,
your spouse or your minor children reaches a discount level (according to the
chart on the previous page), your next purchase will receive the lower sales
charge. The second is by signing a Statement of Intent within 90 days of opening
your account. By doing so, you would be able to pay the lower sales charge on
all purchases by agreeing to invest a total of at least $50,000 within 13
months. If your Statement of Intent purchases are not completed within 13
months, you will be charged the applicable sales charge. In addition, certain
investors may purchase shares at a reduced sales charge or net asset value
(NAV). See the Statement of Additional Information for a description of these
situations.

Class B shares Your purchases of Class B shares are at the Fund's NAV. Class B
shares have no front-end sales charge, but carry a CDSC, or back-end charge,
that is only imposed on shares sold prior to the completion of the periods shown
in the chart below. The CDSC generally declines each year and eventually
disappears over time. Class B shares automatically convert to Class A shares
after eight years. LFD pays the financial advisor firm an upfront commission of
5.00% on sales of Class B shares.

Stein Roe Advisor Tax-Managed Growth Fund
<TABLE>
<CAPTION>
% deducted when
Holding period after purchase shares are sold

<S> <C>
Through first year 5.00
- --------------------------------------------------------------------------------
Through second year 4.00
- --------------------------------------------------------------------------------
Through third year 3.00
- --------------------------------------------------------------------------------
Through fourth year 3.00
- --------------------------------------------------------------------------------
Through fifth year 2.00
- --------------------------------------------------------------------------------
Through sixth year 1.00
- --------------------------------------------------------------------------------
Longer than six years 0.00
</TABLE>

<PAGE>

Your Account

Class C shares Similar to Class B shares, your purchases of Class C shares are
at the Fund's NAV. Although Class C shares have no front-end sales charge, they
carry a CDSC of 1% that is applied to shares sold within the first year after
they are purchased. After holding shares for one year, you may sell them at any
time without paying a CDSC. LFD pays the financial advisor firm an upfront
commission of 1.00% on sales of Class C shares.

Stein Roe Advisor Tax-Managed Fund
<TABLE>
<CAPTION>
Years after purchase % deducted when shares are sold

<S> <C>
Through first year 1.00
- --------------------------------------------------------------------------------
Longer than one year 0.00
</TABLE>

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 Colonial until the trust termination date you specify, at which time the
shars 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 additioanl
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 intial purchase
into the trust or until the beneficiary reaches the age of 18, whichever is
later. The trust will terminate, and the 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.
Liberty Funds Service, Inc. provides the Fund with trust administration services
with respect to each trust share class for which the Fund pays a monthly fee for
such services equal to $1.50 times the number of open trust share accounts
during the month.

<PAGE>

Your Account

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. [Under a Clinton
administration budgetary proposal, gifts made after December 31, 1998 to trusts
such as the Colonial Advantage Plan would not be eligible for the Federal annual
gift tax exclusion. Although it is too early to determine whether Congress will
approve the President's proposed repeal of this exclusion from Federal gift tax,
as of the date of this Prospectus, most commentators believe the likelihood of
repeal to be remote. 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.]

<PAGE>

Your Account

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 in the Fund's
Statement of Additional Information. You should consult your financial or tax
advisor 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 Your purchases of Class E shares generally are at the Public
Offering Price (POP). This price includes a sales charge that is based on the
amount of your initial investment when you open your account. The sales charge
you pay on additional investments is based on the total amount of your purchase
and the current value of your account. The amount of the sales charge differs
depending on the amount you invest as shown in the tables below. The tables
below also show the commission paid to the financial advisor firm on sales of
Class E shares.

<PAGE>

Your Account

Stein Roe Advisor Tax-Managed Fund
<TABLE>
<CAPTION>
% of
offering
As a % of price
the Public As a % retained by
Offering of your financial
Amount of Purchase Price (POP) investment advisor firm

LFD pays the financial advisor an upfront commission of 0.75% for investments up
to $499,000 and 1.00% of $500,000 or more, and a continuous annual commission of
0.10%.

Class F Shares Your purchases of Class F shares are at the Fund's NAV. Class F
shares have no front-end sales charge, but carry a CDSC, or back-end charge,
that is only imposed on shares sold prior to the completion of the periods shown
in the chart below. The CDSC generally declines each year and eventually
disappears over time. Class F shares automatically convert to Class F shares
after eight years. LFD pays the financial advisor firm an upfront commission of
4.75% on sales of Class F shares.

Stein Roe Advisor Tax-Managed Growth Fund
<TABLE>
<CAPTION>
% deducted when
Holding period after purchase shares are sold

(2) Redemptions from Class E share accounts with shares valued between $500,000
and $5 million are subject to a 1% CDSC if redeemed within 18 months of
their purchase date. The 18-month period begins on the first day of the
month following each purchase.

<PAGE>

Ten or More Year Trust Shares:

Class G Shares Your purchases of Class G shares generally are at the Public
Offering Price (POP). This price includes a sales charge that is based on the
amount of your initial investment when you open your account. The sales charge
you pay on additional investments is based on the total amount of your purchase
and the current value of your account. The amount of the sales charge differs
depending on the amount you invest as shown in the tables below. The tables
below also show the commission paid to the financial advisor firm on sales of
Class G shares.

Stein Roe Advisor Tax-Managed Fund
<TABLE>
<CAPTION>
% of
offering
As a % of price
the Public As a % retained by
Offering of your financial
Amount of Purchase Price (POP) investment advisor firm

LFD pays the financial advisor an upfront commission of 1.75% for investments up
to $499,000 and 1.25% for investments of $500,000 or more, and a continuous
annual commission of 0.10% for shares outstanding for less than five years and
0.25% for shares outstanding five years or more provided, however, that the
additional continuous annual commission of 0.15% payable after five years is
paid to the financial advisor that pays such additional amount in full to the
indivdual representative.

Class H Shares Your purchases of Class H shares are at the Fund's NAV. Class H
shares have no front-end sales charge, but carry a CDSC, or back-end charge,
that is only imposed on shares sold prior to the completion of the periods shown
in the chart below. The CDSC generally declines each year and eventually
disappears over time. Class B shares automatically convert to Class G shares
after eight years. LFD pays the financial advisor firm an upfront commission of
5.25% on sales of Class H shares.

(3) Redemptions from Class G share accounts with shares valued between $500,000
and $5 million are subject to a 1% CDSC if redeemed within 18 months of
their purchase date. The 18-month period begins on the first day of the
month following each purchase.

<PAGE>

Your Account

Stein Roe Advisor Tax-Managed Growth Fund

% deducted when
Holding period after purchase shares are sold

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 LFD any sales charge or initial commission
previously retained or paid on the withdrawn shares or amount redeemed.

HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
You may exchange your shares of Class A, B and C for shares of the same share
class of another fund at NAV. If your shares are subject to a CDSC, you will not
be charged a CDSC upon the exchange. However, when you sell the shares acquired
through the exchange, the shares sold may be subject to a CDSC, depending upon
when you originally purchased the shares you exchanged. For purposes of
computing the CDSC, the length of time you have owned your shares will be
computed from the date of your original purchase and the applicable CDSC will be
the CDSC of the original fund. Unless your account is part of a tax-deferred
retirement plan, an exchange is a taxable event. Therefore, you may realize a
gain or a loss for tax purposes. The Fund may terminate your exchange privilege
if [Colonial] determines that your exchange activity is likely to adversely
impact the advisor's ability to manage the Fund. To exchange by telephone, call
1-800-422-3737.

HOW TO SELL SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you determine if and when you should sell your
shares. You may sell shares of the Fund on any regular business day that the
NYSE is open.

When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In good form means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, good
form means your letter has complete instructions, the proper signatures and
signature guarantees, you have included any certificates for shares to be sold
and any other required documents are attached. Retirement Plan accounts have
special requirements. Please call 1-800-799-7526 for more information.

The Fund will generally send proceeds from the sale to you within seven
days. However, if you purchased your shares by check, the Fund may delay sending
the

<PAGE>

Your Account

proceeds for up to 15 days after your initial purchase to protect against
checks that are returned.

Outlined below are the various options for selling shares:

<TABLE>
<CAPTION>
<S> <C>
Method Instructions

<S> <C>
Through your Call your financial advisor to place your sell order. To
financial advisor receive the current trading day's price, your financial advisor
firm must receive your request prior to the close of the
New York Stock Exchange (NYSE), usually 4:00 p.m.
- --------------------------------------------------------------------------------------
By exchange You may purchase shares by exchanging from an existing fund into
the same share class of another fund at no additional cost. To
exchange by telephone, call 1-800-422-3737.
- --------------------------------------------------------------------------------------
By telephone You may sell shares by telephone and request that a check be
sent to your address of record by calling 1-800-422-3737. The
dollar limit for telephone sales is $100,000 in a 30-day
period. You do not need to set up this feature in advance of
your call.
- --------------------------------------------------------------------------------------
By mail Send a signed letter of instruction (LOI) or stock power form
along with any certificates to be sold to the address below. In
your LOI, note your fund's name, share class, account number,
and the dollar value or number of shares you wish to sell. All
account owners must sign the letter, and signatures must be
guaranteed by either a bank, a member firm of a national stock
exchange or another eligible guarantor institution. Additional
documentation is required for sales by corporations, agents,
fiduciaries, surviving joint owners and individual retirement
account (IRA) owners. For details, call 1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O. Box 1722,
Boston, MA 02105-1722
- --------------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be wired to
your bank. You must set up this feature prior to your telephone
request. Be sure to complete the appropriate section of the
account application for this feature.
- --------------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be
funds transfer electronically transferred to your bank. Proceeds may take up
to two business days to be received by your bank. You must
set up this feature prior to your request. Be sure to
complete the appropriate section of the account
application for this feature.
</TABLE>

DISTRIBUTION AND SERVICE FEES
- --------------------------------------------------------------------------------
The Fund has adopted a plan under Rule 12b-1 that permits it to pay marketing
and other fees to support the sale and distribution of Class A, B, C, E, F, G
and H shares and the services provided to you by your financial advisor. These
annual distribution and service fees may equal up to 0.25% for Class A shares
and 1.00% for each of Class B, C, F and H shares and are paid out of the assets
of these classes; 0.35% for Class E shares and 0.55% for Class G shares. Over
time, these fees will increase the cost of your shares and may cost you more
than paying other types of sales charges.(1)

(1) Class B shares automatically convert to Class A; Class F shares
automatically convert to Class E shares and Class H shares automatically
convert to Class G shares, after eight years, eliminating the distribution
fee.

<PAGE>

Your Account

[BEGIN SIDEBAR]

UNDERSTANDING FUND
DISTRIBUTIONS

The Fund earns income from the securities it holds. The Fund also may experience
capital gains and losses on sales of its securities. The Fund distributes
substantially all of its net investment income and capital gains to
shareholders. As a shareholder, you are entitled to a portion of the Fund's
income and capital gains based on the number of shares you own at the time these
distributions are declared.

[END SIDEBAR]

OTHER INFORMATION ABOUT YOUR ACCOUNT
- --------------------------------------------------------------------------------
How the Fund's Share Price is Determined The price of each class of the Fund's
shares is based on its NAV. The NAV is determined at the close of the New York
Stock Exchange (NYSE), usually 4:00 p.m. Eastern time on each business day that
the NYSE is open (typically Monday through Friday).

When you request a transaction, it will be processed at the NAV (after any
applicable sales charges) next determined after your request is received in good
form by LFD. In most cases, in order to receive that day's price, LFD must
receive your order before that day's transactions are processed. If you request
a transaction through your financial advisor's firm, the firm must receive your
order by the close of trading on the NYSE to receive that day's price.

The Fund determines its NAV for each share class by dividing its total net
assets by the number of shares outstanding. In determining the NAV, the Fund
must determine the price of each security in its portfolio at the close of each
trading day. Securities for which market quotations are available are valued
each day at the current market value. However, where market quotations are
unavailable, or when the advisor believes that subsequent events have made them
unreliable, the Fund may use other data to determine the fair value of the
securities.

You can find the daily price of the Fund's Class A shares in most major daily
newspapers. You can find daily prices for all share classes by visiting the
Fund's web site at www.libertyfunds.com.

Account Fees If your account value falls below $1,000 (other than as a result
of depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Funds' transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring the
value above $1,000 prior to the fee date, the fee will not be deducted.

Share Certificates Share certificates are available only for Class A shares.
Certificates will be issued for Class A shares only if requested. If you decide
to hold share certificates, you will not be able to sell your shares until you
have endorsed your certificates and have returned them to LFD.

Dividends, Distributions, and Taxes The Fund has the potential to make the
following distributions:

Types of Distributions

<TABLE>
<S> <C>
Dividend income Represents interest and dividends earned from securities
held by the portfolio; also includes short-term capital
gains, which are gains on sales of securities the Fund buys
and then sells within a 12-month period.
- ---------------------------------------------------------------------------------------
Long-term Represents capital gains on sales of securities held longer
capital gains than 12 months.
</TABLE>

<PAGE>

Distribution Options The Fund distributes any dividends and capital gains at
least annually. You can choose one of following options for these distributions
when you open your account.(1) To change your distribution option call
1-800-345-6611.

Distribution Options

Reinvest all distributions in additional shares of your current fund(2)(3)
- --------------------------------------------------------------------------------
Reinvest all distributions in shares of another fund
- --------------------------------------------------------------------------------
Receive dividends in cash and reinvest capital gains(3)
- --------------------------------------------------------------------------------
Receive all distributions in cash and(3)

[bullet] send the check to your address of record
[bullet] send the check to a third party address
[bullet] transfer the money to your bank via electronic funds transfer (EFT)

Tax Consequences Regardless of whether you receive your distributions in cash or
reinvest them in additional Fund shares, all Fund distributions are subject to
federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.

In general, any dividends and short-term capital gains distributions are taxable
as ordinary income. Distributions of other capital gains are generally taxable
as capital gains. You will be provided each year with the amount of ordinary
income and capital gains distributed to you for the previous year and any
portion of your distribution which are exempt from state and local taxes. 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. Your investment in the Fund may have additional personal tax
implications. Please consult your tax advisor on state, local or other
applicable tax laws.

In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund.

(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the Fund.

(2) Distributions of trust shares are automatically invested until the trust's
termination unless used to fund trust distributions permitted under the
Colonial Advantage Plan.

(3) Distributions of $10 or less will automatically be reinvested in additional
Fund shares. If you elect to receive distributions by check and the check
is returned as undeliverable, or if you do not cash a distribution check
within six months of the check date, the distribution will be reinvested in
additional shares of the Fund.

17
<PAGE>

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 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 Colonial
Advantage Plan will qualify for the Federal gift tax exclusion to the extent it
does not exceed the $10,000/$20,000 maximum [see the reference under "Colonial
Advantage Plan" above to a Clinton administration budgetary proposal]; 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 Colonial 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.

18
<PAGE>

Managing the Fund

INVESTMENT ADVISOR
- --------------------------------------------------------------------------------
Stein Roe & Farnham Incorporated, One South Wacker Drive, Chicago, Illinois
60606, is the Fund's investment advisor. In its duties as investment advisor,
Stein Roe runs the Fund's day-to day business, including placing all orders for
the purchase and sale of the Fund's portfolio securities. Stein Roe has been an
investment advisor since 1932. As of December 31, 1998, Stein Roe managed over
$__ billion in assets.

For the 1998 fiscal year, aggregate advisory fees paid to Stein Roe by the Fund
amounted to 0.__% of average net assets of the Fund.

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

19
<PAGE>

YEAR 2000 COMPLIANCE
- --------------------------------------------------------------------------------
Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's advisor,
administrator, distributor, and transfer agent ("Liberty Companies") are taking
steps that they believe are reasonably designed to address the Year 2000
Problem, including communicating with vendors who furnish services, software and
systems to the Funds, to provide that date-related information and data can be
properly processed after January 1, 2000. Many Fund service providers and
vendors, including the Liberty Companies, are in the process of making Year 2000
modifications to their software and systems and believe that such modifications
will be completed on a timely basis prior to January 1, 2000. However, no
assurances can be given that all modifications required to ensure proper data
processing and calculation on and after January 1, 2000 will be timely made or
that services to the Fund will not be adversely affected.

21
<PAGE>

Financial Highlights

The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown from December 16, 1996 (commencement
of investment operations) to October 31, 1997. This information has been audited
by PricewaterhouseCoopers LLP, independent accountants, whose report along with
the Fund's financial statements are included in the Fund's annual report. You
can request a free annual report by calling 1-800-426-3750.

Stein Roe Advisor Tax-Managed Growth Fund
<TABLE>
<CAPTION>
Years Ended October 31 Period Ended October 31
1998 1997 1996 1995 1994

Class A Class A Class A Class A Class A
<S> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period
- ----------------------------------------------------------------------------------------------------------------------------------

Income from Investment
Operations

Net investment income(a)
- ----------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized
gain (Loss)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment
Operations
- ----------------------------------------------------------------------------------------------------------------------------------

Less Distributions Declared to
Shareholders

From net investment income
----------------------------------------------------------------------------------------------------------------------------------
Total Distributions Declared to
Shareholders
- ----------------------------------------------------------------------------------------------------------------------------------

Net asset value --
End of period
----------------------------------------------------------------------------------------------------------------------------------
Total return (c)(d)
- ----------------------------------------------------------------------------------------------------------------------------------

Ratios to Average Net Assets

Expenses
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income
- ----------------------------------------------------------------------------------------------------------------------------------
Fees and expenses waived or
borne by the Advisor
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover
----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of period
(000)
- ----------------------------------------------------------------------------------------------------------------------------------
(a) Net of fees and expenses
waived or borne by the
Advisor which amounted to:
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(b) Class C shares were initially offered on January 4, 1995. Per share data
reflects activity from that date.

(c) Total return at net asset value assuming all distributions reinvested and no
initial sales charge or contingent deferred sales charge.

(d) Had the Advisor not waived or reimbursed a portion of expenses, total return
would have been reduced.

(e) Not annualized.

(f) The benefits derived from custody credits and directed brokerage
arrangements had no impact. Prior years' ratios are net of benefits
received, if any.

(g) Annualized.

22
<PAGE>
Notes

- --------------------------------------------------------------------------------

23
<PAGE>

Notes

- --------------------------------------------------------------------------------

24
<PAGE>

- --------------------------------------------------------------------------------

25
<PAGE>

FOR MORE INFORMATION
- --------------------------------------------------------------------------------
You can get more information about the Fund's investments in the Fund's
semi-annual and annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance over its last fiscal year.

You may wish to read the Statement of Additional Information (SAI) for more
information on the Funds and the securities in which they invest. The SAI is
incorporated into this prospectus by reference, which means that it is
considered to be part of this prospectus.

You can get free copies of reports and the SAI, request other information and
discuss your questions about the Fund by writing or calling the Fund's
Distributor at:

Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com

Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.

You can also obtain copies upon payment of a duplicating fee, by writing or
calling the:

Public Reference Room
Securities and Exchange Commission
Washington, DC, 20549-6009
1-800-SEC-0330

Investment Company Act file numbers:

Colonial Trust I: 811-2214

[bullet] Stein Roe Advisor Tax-Managed Growth Fund

- --------------------------------------------------------------------------------

[LIBERTY LOGO]
COLONIAL [bullet] CRABBE HUSON [bullet] NEWPORT [bullet] STEIN ROE ADVISOR

Liberty Funds Distributor, Inc. [copyright symbol]1998
One Financial Center, Boston, MA 02111-2621, 1-800-426-375C
Visit us at www.libertyfunds.com

XX-00/000X-0000 X (1/99)

<PAGE>

COLONIAL TRUST I

Cross Reference Sheet Pursuant to Rule 481(a)
(Stein Roe Advisor Tax-Managed Growth Fund)
Class Z
Item Number of Form N-1A Prospectus Location or Caption

Part A

1. Front Cover Page; Back Cover Page

2. The Fund; Other Investment Strategies and Risks

3. The Fund

4. The Fund

5. Not Applicable

6. Front Cover; Managing the Fund; Your Account

7. Your Account

8. The Fund, Your Account

9. Financial Highlights

- --------------------------------------------------------------------------------
STEIN ROE ADVISOR FUND Prospectus, March 1, 1999
- --------------------------------------------------------------------------------

o STEIN ROE ADVISOR TAX-MANAGED GROWTH FUND

Advised by Stein Roe & Farnham Incorporated

The following eligible institutional investors may purchase Class Z shares: (i)
any retirement plan with aggregate assets of at least $5 million at the time of
purchase of Class Z shares and which purchases shares directly from Liberty
Funds Distributor, Inc. (LFD) or through a third party broker-dealer, (ii) any
insurance company, trust company or bank purchasing shares for its own account;
and (iii) any endowment, investment company or foundation. In addition, Class Z
shares may be purchased directly or by exchange by any (i) investors who were
Class I shareholders of the SoGen International Fund, SoGen Overseas Fund or
SoGen Gold Fund as of the reorganizaiton of these funds into Colonial Trust II
and (ii) clients of investment advisory affiliates of LFD provided that these
clients meet certain criteria established by LFD and its affiliates.

- ------------------------------------------
NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
- ------------------------------------------

- --------------------------------------------------------------------------------
TABLE OF CONTENTS

THE FUND
- --------------------------------------------------------------------------------

Investment Goals.........................

Primary Investment Strategies............

Primary Investment Risks.................

Performance History......................

Your Expenses............................

YOUR ACCOUNT
- --------------------------------------------------------------------------------

How to Buy Shares........................

Sales Charges............................

How to Exchange Shares...................

How to Sell Shares.......................

Other Information About Your Account.....

MANAGING THE FUND
- --------------------------------------------------------------------------------

Investment Advisor.......................

Portfolio Managers.......................

Year 2000 Compliance.....................

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
The Fund STEIN ROE ADVISOR TAX-MANAGED GROWTH FUND
- --------------------------------------------------------------------------------
[BEGIN CALLOUT TEXT]

[end callout text]

PRIMARY INVESTMENT RISKS
- --------------------------------------------------------------------------------

THE FUND Stein Roe Advisor Tax-Managed Fund

[begin callout text]

Shareholder Fees are paid directly by shareholders to the Fund's distributor.

Annual Fund Operating Expenses are deducted from the Fund. They include
management and administration fees, brokerage costs, and administrative costs
including pricing and custody services.

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain the same

o No expense reductions in effect

[end callout text]

PERFORMANCE HISTORY
- --------------------------------------------------------------------------------
The Fund first offered Class Z shares on December 1, 1998. Therefore, the Fund
does not have available annual returns for at least one calendar year as of the
date of this Prospectus.

Shareholder Fees((1))((2)) (paid directly from your investment)

<TABLE>
<CAPTION>
Class Z
<S> <C>
Maximum sales charge (load) on purchases (%) 0.00
(as a percentage of the offering price)
- ---------------------------------------------------------------------------------------
Maximum deferred sales charge (load) on 0.00
redemptions (%) (as a percentage of the offering
price)
</TABLE>

Annual Fund Operating Expenses (deducted directly from the Fund)

<TABLE>
<CAPTION>
Class Z
<S> <C>
Management and administration fees((3)) (%) _.__
- ---------------------------------------------------------------------------------------
Distribution and service (12 b-1) fees (%) 0.00
- ---------------------------------------------------------------------------------------
Other expenses(3) (%) _.__
- ---------------------------------------------------------------------------------------
Total annual fund operating expenses(3) (%) _.__
</TABLE>

Example Expenses (your actual costs may be higher or lower)

<TABLE>
<CAPTION>
Class 1 Year 3 Years
<S> <C> <C>
Class Z $_,___ $_,___
</TABLE>

(1) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.

(2) There is a $7.50 charge for wiring sale proceeds to your bank.

(3) The Fund's advisor voluntarily waived advisory fees and reimbursed the Fund
for certain expenses. As a result, the actual management fees were __.__%, other
expenses were __.__% and total annual fund operating expenses were __.__%.

---
3
<PAGE>

Your Account

HOW TO BUY SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When the Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated price. In "good form" means that you placed your order with your
brokerage firm or your payment has been received and your application is
complete, including all necessary signatures.

Outlined below are various ways you can purchase shares:

<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your Your financial advisor can help you establish your account and
financial advisor buy Fund shares on your behalf.
- ---------------------------------------------------------------------------------------
By check For new accounts, send a completed application and check made
(new account) payable to the Fund to the transfer agent, Liberty Funds
Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
- ---------------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional
(existing account) investment stub included in your quarterly statement, or send a
letter of instruction including your Fund name and account
number with a check made payable to the Fund to Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- ---------------------------------------------------------------------------------------
By exchange You may purchase shares by exchanging from an existing fund
into the same share class of another fund or Class A of another
fund at no additional cost. To exchange by telephone, call
1-800-422-3737.
- ---------------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank account
to your fund account. To wire funds to your fund account, call
1-800-422-3737 to obtain a control number and the wiring
instructions.
- ---------------------------------------------------------------------------------------
By electronic You may purchase shares by electronically transferring money
funds transfer from your bank account to your fund account by calling
(EFT) 1-800-422-3737. Your money may take up to two business days to
arrive. You must set up this feature prior to your telephone
request. Be sure to complete the appropriate section of the
application.
- ---------------------------------------------------------------------------------------
Automatic You can make monthly or quarterly investments automatically
investment plan from your bank account to your fund account. You can select a
pre-authorized amount to be sent via electronic funds transfer
(EFT). Be sure to complete the appropriate section of the
application for this feature.
- ---------------------------------------------------------------------------------------
By dividend Dividends distributed by one fund can be automatically invested
diversification into the same class of shares of another fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>

---
4
<PAGE>

Your Account

[begin callout text]

CHOOSING A SHARE CLASS

The Fund offers one class of shares in this prospectus -- Class Z.

The Fund also offers six additional classes of shares -- Classes A, B, C, E, F,
G and H. Each share class has its own sales charge and expense structure.
Determining which share class is best for you depends on the dollar amount you
are investing and the number of years for which you are willing to invest.
Classes E, F, G and H are designed for persons who wish to make an irrevocable
gift to a child, grandchild or other individual. Shares are held in a
irrevocable trust until a specified date at which time they pass to a
beneficiary. Shares of Classes A, B, C, E, F, G and H are made available through
a separate prospectus.

Based on your personal situation, your investment advisor can help you decide
which class of shares makes the most sense for you.

Net asset value (NAV) is the value of a mutual fund share excluding any sales
charges.

Public offering price (POP) is the price of Class A shares of the Fund. It is
the net asset value plus a sales charge.

[end callout text]

SALES CHARGES
- --------------------------------------------------------------------------------
Your purchases of Class Z shares generally are at net asset value and are not
subject to an initial sales charge when you purchase, or a contingent deferred
sales charge when you sell, shares of the Fund. The following eligible
institutional investors may purchase Class Z shares: (i) any retirement plan
with aggregate assets of at least $5 million at the time of purchase of Class Z
shares and which purchases shares directly from LFD or through a third party
broker-dealer, (ii) any insurance company, trust company or bank purchasing
shares for its own account; and (iii) any endowment, investment company or
foundation. In addition, Class Z shares may be purchased directly or by exchange
by any (i) investors who were Class I shareholders of the SoGen International
Fund, SoGen Overseas Fund or SoGen Gold Fund as of the reorganizaiton of these
funds into Colonial Trust II and (ii) clients of investment advisory affiliates
of LFD provided that these clients meet certain criteria established by LFD and
its affiliates.

HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
You may exchange your shares for shares of the same share class of another fund
or Class A shares of another fund at NAV. Unless your account is part of a
tax-deferred retirement plan, an exchange is a taxable event. Therefore, you may
realize a gain or a loss for tax purposes. The Fund may terminate your exchange
privilege if the advisor determines that your exchange activity is likely to
adversely impact the advisor's ability to manage the Fund. To exchange by
telephone, call 1-800-422-3737.

When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In "good form" means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, "good
form" means (i) your letter has complete instructions, the proper signatures and
signature guarantees, and (ii) any other required documents are attached.
Retirement Plan accounts have special requirements. Please call 1-800-799-7526
for more information.

The Fund will generally send proceeds from the sale to you within seven
days. However, if you purchased your shares by check, the Fund may delay sending
the proceeds for up to 15 days after your initial purchase to protect against
checks that are returned.

---
5
<PAGE>

Your Account

Outlined below are the various options for selling shares:

<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your You may call your financial advisor to place your sell order.
financial advisor To receive the current trading day's price, your financial
advisor firm must receive your request prior to the close
of the New York Stock Exchange (NYSE), usually 4:00 p.m.
--------------------------------------------------------------------------------------
By exchange You may purchase shares by exchanging from an
existing fund into Class Z shares or Class A shares of
another fund at no additional cost. To exchange by
telephone, call 1-800-422-3737.
--------------------------------------------------------------------------------------
By telephone You may sell shares by telephone and request that a check be
sent to your address of record by calling 1-800-422-3737. The
dollar limit for telephone sales is $100,000 in a 30-day
period. You do not need to set up this feature in advance of
your call.
--------------------------------------------------------------------------------------
By mail You may send a signed letter of instruction (LOI) or stock
power form to be sold to the address below. In your LOI, note
your fund's name, share class, account number, and the dollar
value or number of shares you wish to sell. All account owners
must sign the letter, and signatures must be guaranteed by
either a bank, a member firm of a national stock exchange or
another eligible guarantor institution. Additional
documentation is required for sales by corporations, agents,
fiduciaries, surviving joint owners and individual retirement
account (IRA) owners. For details, call 1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O. Box 1722,
Boston, MA 02105-1722.
--------------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be wired to
your bank. You must set up this feature prior to your telephone
request. Be sure to complete the appropriate section of the
account application for this feature.
--------------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be
funds transfer electronically transferred to your bank. Proceeds may take up
to two business days to be received by your bank. You must
set up this feature prior to your request. Be sure to
complete the appropriate section of the account
application for this feature.
</TABLE>

---
6

<PAGE>

Your Account

[begin callout text]

UNDERSTANDING FUND DISTRIBUTIONS

[end callout text]

OTHER INFORMATION ABOUT YOUR ACCOUNT
- --------------------------------------------------------------------------------
How the Fund's Share Price is Determined The price the Fund's Class Z shares is
based on its NAV. The NAV is determined at the close of the NYSE, usually 4:00
p.m. Eastern time, on each business day that the NYSE is open (typically Monday
through Friday).

When you request a transaction, it will be processed at the NAV next determined
after your request is received in good form by LFD. In most cases, in order to
receive that day's price, LFD must receive your order before that day's
transactions are processed. If you request a transaction through your financial
advisor's firm, the firm must receive your order by the close of trading on the
NYSE to receive that day's price.

The Fund determines its NAV for its Class Z shares by dividing its total net
assets by the number of shares outstanding. In determining the NAV, the Fund
must determine the price of each security in its portfolio at the close of each
trading day. Securities for which market quotations are available are valued
each day at the current market value. However, where market quotations are
unavailable, or when the advisor believes that subsequent events have made them
unreliable, the Fund may use other data to determine the fair value of the
securities.

You can find the daily price of the Fund's Class A shares in most major daily
newspapers. You can find daily prices for all share classes by visiting the
Fund's web site at www.libertyfunds.com.

Account Fees If your account value falls below $1,000 (other than as a result of
depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Funds' transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring the
value above $1,000 prior to the fee date, the fee will not be deducted.

Share Certificates Share certificates are not available for Class Z shares.

Dividends, Distributions, and Taxes The Fund has the potential to make the
following distributions:

Types of Distributions

<TABLE>
<S> <C>
Dividend income Represents interest and dividends earned from securities held
by the portfolio; also includes short-term capital gains, which
are gains on sales of securities the Fund buys and then
sells within a 12-month period.
- --------------------------------------------------------------------------------------
Long-term Represents capital gains on sales of securities held longer
capital gains than 12 months.
</TABLE>

---
7
<PAGE>

Distribution Options

<TABLE>
<S> . <C>
Reinvest all distributions in additional shares of your current fund
- --------------------------------------------------------------------------------------
Reinvest all distributions in shares of another fund
- --------------------------------------------------------------------------------------
Receive dividends in cash and reinvest capital gains(2)
- --------------------------------------------------------------------------------------
Receive all distributions in cash(2)
</TABLE>

o send the check to your address of record

o send the check to a third party address

o transfer the money to your bank via electronic funds transfer (EFT)

In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund.

(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the Fund.

(2) Distributions of $10 or less will automatically be reinvested in additional
Fund shares. If you elect to receive distributions by check and the check is
returned as undeliverable, or if you do not cash a distribution check within
six months of the check date, the distribution will be reinvested in
additional shares of the Fund.

---
8
<PAGE>

Managing the Fund

For the 1998 fiscal year, aggregate advisory fees paid to Stein Roe by the Fund
amounted to 0.__% of average daily net assets of the Fund.

---
9
<PAGE>

---
10
<PAGE>

Financial Highlights

The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown from December 16, 1996 (commencement
of investment operations) to October 31, 1997. The total returns in the table
represent the rate that an investor would have earned (or lost) on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report, along with the Fund's financial statements, is
included in the Fund's annual report. You can request a free annual report by
calling 1-800-426-3750. As of December 1, 1998, no Class Z shares had been
issued.

Stein Roe Advisor Tax-Managed Growth Fund

<TABLE>
<CAPTION>
Years Ended October 31 Period Ended October 31
1998 1997 1996 1995 1994
Class A Class A Class A Class A Class A
<S> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period
- ----------------------------------------------------------------------------------------------------------------------------------
Income from Investment
Operations

Less Distributions Declared to
Shareholders

From net investment income
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions
Declared to Shareholders
- ----------------------------------------------------------------------------------------------------------------------------------

Net asset value --
End of period
- ----------------------------------------------------------------------------------------------------------------------------------
Total return (c)(d)
- ----------------------------------------------------------------------------------------------------------------------------------

Ratios to Average Net Assets

Expenses
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income
- ----------------------------------------------------------------------------------------------------------------------------------
Fees and expenses waived or
borne by the Advisor
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of period
(000)
- ----------------------------------------------------------------------------------------------------------------------------------
(a) Net of fees and expenses
waived or borne by the
Advisor which amounted to:
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(b) Class C sares were initially offered on January 4, 1995. Per share data
reflects activity from that date.

(c) Total return at net asset value assuming all distributions reinvested and no
initial sales charge or contingent deferred sales charge.

(d) Had the Advisor not waived or reimbursed a portion of expenses, total return
would have been reduced.

(e) Not annualized.

(f) The benefits derived from custody credits and directed brokerage
arrangements had no impact. Prior years' ratios are net of benefits
received, if any.

(g) Annualized.

---
11
<PAGE>

Notes

- --------------------------------------------------------------------------------

---
12
<PAGE>

Notes

- --------------------------------------------------------------------------------

---
13
<PAGE>

Notes

- --------------------------------------------------------------------------------

---
14
<PAGE>

You can get free copies of reports and the SAI, request other information and
discuss your questions about the Fund by contacting the Fund's Distributor at:

Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com

Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.

You can review and copy information about the Fund by visiting the following
location, and you can also obtain copies, upon payment of a duplicating fee, by
writing or calling the following:

Public Reference Room
Securities and Exchange Commission
Washington, DC, 20549-6009
1-800-SEC-0330

Investment Company Act file numbers:

Colonial Trust I: 811-2214

o Stein Roe Advisor Tax-Managed Growth Fund

- --------------------------------------------------------------------------------
[LIBERTY LOGO]
COLONIAL o CRABBE HUSON o NEWPORT o STEIN ROE ADVISOR

Liberty Funds Distributor, Inc. (c)1998
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com

XX-00/000X-0000 X (1/99)

<PAGE>

COLONIAL TRUST I

Cross Reference Sheet Pursuant to Rule 481(a)
(Stein Roe Advisor Tax-Managed Growth Fund)
Classes A, B, C
Item Number of Form N-1A Prospectus Location or Caption

Part A

1. Front Cover Page; Back Cover Page

2. The Fund; Other Investment Strategies and Risks

3. The Fund

4. The Fund

5. Not Applicable

6. Front Cover; Managing the Fund; Your Account

7. Your Account

8. The Fund, Your Account

9. Financial Highlights

STEIN ROE ADVISOR FUND Prospectus, March 1, 1999

[bullet] STEIN ROE ADVISOR TAX-MANAGED GROWTH FUND

Advised by Stein Roe & Farnham Incorporated

-------------------
DRAFT DATED
DECEMBER 30, 1998
-------------------

- --------------------------------------------------------------------------------
TABLE OF CONTENTS

THE FUND MANAGING THE FUND
- ----------------------------------------- ------------------------------------
Investment Goals........................ Investment Advisor.................
Primary Investment Strategies........... Portfolio Managers.................
Primary Investment Risks................ Year 2000 Compliance...............
Performance History.....................
Your Expenses........................... FINANCIAL HIGHLIGHTS
------------------------------------
YOUR ACCOUNT
- -----------------------------------------
How to Buy Shares.......................
Sales Charges...........................
How to Exchange Shares..................
How to Sell Shares......................
Distribution and Service Fees...........
Other Information About Your Account....

Although these securities have been
registered with the Securities and
Exchange Commission, the Commission
has not approved any shares offered in
this prospectus or determined whether
this prospectus is accurate or complete.
Any representation to the contrary is a
criminal offense.

- ---------------------------------------------
NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
- ---------------------------------------------

<PAGE>

The Fund STEIN ROE ADVISOR TAX-MANAGED GROWTH FUND

[BEGIN CALLOUT TEXT]

[end callout text]

PRIMARY INVESTMENT RISKS
- --------------------------------------------------------------------------------

<PAGE>

THE FUND Stein Roe Advisor Tax-Managed Fund

[BEGIN SIDEBAR]

UNDERSTANDING PERFORMANCE

The Fund's return is compared to _______________.

[END SIDEBAR]

Calendar-Year Total Returns (Class A)

[BAR CHART]

Calendar-Year Total Returns (Class A)

1997 24.40%

The Fund's year-to-date total Best quarter: 1st quarter __, +X.XX%
return through ____ 1998 was X.XX% Worst quarter: 2nd quarter __, -X.XX%

[END BAR CHART]

Average Annual Total Returns -- for periods ending December 31, 1997

1 Year Since Inception
(December 6, 1996)

Class A (%)
- --------------------------------------------------------------------------------
Class B (%)
- --------------------------------------------------------------------------------
Class C (%)
- --------------------------------------------------------------------------------
_____ Index (%)
- --------------------------------------------------------------------------------
Lipper Average (%)

<PAGE>

THE FUND Stein Roe Advisor Tax-Managed Fund

[BEGIN SIDEBAR]

UNDERSTANDING EXPENSES

Shareholder Fees are paid directly by shareholders to the Fund's distributor.

[bullet] $1,000 initial investment

[bullet] 5% total return for each year

[bullet] Fund operating expenses remain the same

[bullet] No expense reductions in effect

[END SIDEBAR]

Shareholder Fees(1)(2) (paid directly from your investment)
<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%) 5.75 0.00 0.00
(as a percentage of the offering price)
- -------------------------------------------------------------------------------------
Maximum deferred sales charge (load) on 1.00(3) 5.00 1.00
redemptions (%) (as a percentage of the offering
price)
</TABLE>

Annual Fund Operating Expenses (deducted directly from the Fund)
<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Management and administration fees(4) (%)
- -------------------------------------------------------------------------------------
Distribution and service (12 b-1) fees (%) 0.25 1.00 1.00
- -------------------------------------------------------------------------------------
Other expenses(4) (%) _.__ _.__ _.__
- -------------------------------------------------------------------------------------
Total annual fund operating expenses(4) (%) _.__ _.__ _.__
</TABLE>

Example Expenses (your actual costs may be higher or lower)
<TABLE>
<CAPTION>
Class Year 1 Year 3 Year 5 Year 10

<S> <C> <C> <C> <C>
Class A $_,___ $_,___ $_,___ $_,___
- -------------------------------------------------------------------------------------
Class B: did not sell your shares $_,___ $_,___ $_,___ $_,___

sold all your shares at $_,___ $_,___ $_,___ $_,___
the end of the period
- -------------------------------------------------------------------------------------
Class C: did not sell your shares $_,___ $_,___ $_,___ $_,___

sold all your shares at $_,___ $_,___ $_,___ $_,___
the end of the period
</TABLE>

(1) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.

(2) There is a $7.50 charge for wiring sale proceeds to your bank.

(3) This charge applies only to purchases of $1 million to $5 million if shares
are redeemed within 18 months after purchase.

(4) The Fund's advisor voluntarily waived advisory fees and reimbursed the Fund
for certain expenses. As a result, the actual management fees were __.__%,
other expenses were __.__% and total annual operating expenses were __.__%.

<PAGE>
Your Account

[BEGIN SIDEBAR]

INVESTMENT MINIMUMS(1)

Initial Investment.............$2,500
Subsequent Investments...........$250
Automatic Purchase Plans..........$50
Retirement Plans..................$25

[END SIDEBAR]

Outlined below are various ways you can purchase shares:
<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your Your financial advisor can help you establish your account and
financial advisor buy Fund shares on your behalf.
- ---------------------------------------------------------------------------------------
By check For new accounts, send a completed application and check made
(new account) payable to the Fund to the transfer agent, Liberty Funds
Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
- ---------------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional
(existing account) investment stub included in your quarterly statement, or send a
letter of instruction including your Fund name and account
number with a check made payable to the Fund to Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- ---------------------------------------------------------------------------------------
By exchange You may purchase shares by exchanging from an
existing fund into the same share class of another fund at
no additional cost. To exchange by telephone, call
1-800-422-3737.
- ---------------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank account
to your fund account. To wire funds to your fund account, call
1-800-422-3737 to obtain a control number and the wiring
instructions.
- ---------------------------------------------------------------------------------------
By electronic funds You may purchase shares by electronically transferring money
transfer (EFT) from your bank account to your fund account by calling
1-800-422-3737. Your money may take up to two business days to
arrive. You must set up this feature prior to your telephone
request. Be sure to complete the appropriate section of the
application.
- ---------------------------------------------------------------------------------------
Automatic You can make monthly or quarterly investments automatically
investment plan from your bank account to your fund account. You can select a
pre-authorized amount to be sent via electronic funds transfer
(EFT). Be sure to complete the appropriate section of the
application for this feature.
- ---------------------------------------------------------------------------------------
By dividend Dividends distributed by one fund can be automatically invested
diversification into the same class of shares of another fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>

<PAGE>
Your Account

[BEGIN SIDEBAR]
CHOOSING A SHARE CLASS

The Fund offers three classes of shares in this prospectus -- Class A, B and C.
Each share class has its own sales charge and expense structure. Determining
which share class is best for you depends on the dollar amount you are investing
and the number of years for which you are willing to invest. Purchases of more
than $250,000 but less than $1 million can only be made in Class A or Class C
shares. Purchases of $1 million or more are automatically invested in Class A
shares. Based on your personal situation, your investment advisor can help you
decide which class of shares makes the most sense for you.

The Fund offers additional classes of shares, Classes E, F, G and H, and are
designed for persons who wish to make an irrevocable gift to a child, grandchild
or other individual. Shares are held in a irrevocable trust until a specified
date at which time they pass to a beneficiary. Shares of Classes E, F, G and H
are made available through a separate prospectus.

The Fund also offers Class Z shares which are exclusive to certain institutional
investors and are made available through a separate prospectus.

[END SIDEBAR]

Stein Roe Advisor Tax-Managed Fund
<TABLE>
<CAPTION>
% of
offering
As a % of price
the Public As a % retained by
Offering of your financial
Amount of Purchase Price (POP) investment advisor firm

(1) Redemptions from Class A share accounts with shares valued between $1
million and $5 million may be subject to a CDSC. Class A share purchases
that bring your account value above $1 million are subject to a 1% CDSC if
redeemed within 18 months of their purchase date. The 18-month period begins
on the first day of the month following each purchase.

<PAGE>

Your Account

[BEGIN SIDEBAR]

UNDERSTANDING CONTINGENT
DEFERRED SALES CHARGES (CDSC)

[END SIDEBAR]

Class A Shares For Class A share purchases of $1 million or more, financial
advisors receive a commission from the Fund's distributor, Liberty Funds
Distributor, Inc. (LFD), as follows:

Purchases Over $1 Million

<TABLE>
<CAPTION>
Amount Purchased Commission %
<S> <C>
First $3 million 1.00
- --------------------------------------------------------------------------------
Next $2 million 0.50
- --------------------------------------------------------------------------------
Over $5 million 0.25
</TABLE>

Stein Roe Advisor Tax-Managed Growth Fund

<TABLE>
<CAPTION>
% deducted when
Holding period after purchase shares are sold
<S> <C>
Through first year 5.00
- --------------------------------------------------------------------------------
Through second year 4.00
- --------------------------------------------------------------------------------
Through third year 3.00
- --------------------------------------------------------------------------------
Through fourth year 3.00
- --------------------------------------------------------------------------------
Through fifth year 2.00
- --------------------------------------------------------------------------------
Through sixth year 1.00
- --------------------------------------------------------------------------------
Longer than six years 0.00
</TABLE>

<PAGE>

Your Account

Stein Roe Advisor Tax-Managed Fund

<TABLE>
<CAPTION>
Years after purchase % deducted when shares are sold
<S> <C>
Through first year 1.00
- -------------------------------------------------------------------------------
Longer than one year 0.00
</TABLE>

HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
You may exchange your shares for shares of the same share class of another fund
at NAV. If your shares are subject to a CDSC, you will not be charged a CDSC
upon the exchange. However, when you sell the shares acquired through the
exchange, the shares sold may be subject to a CDSC, depending upon when you
originally purchased the shares you exchanged. For purposes of computing the
CDSC, the length of time you have owned your shares will be computed from the
date of your original purchase and the applicable CDSC will be the CDSC of the
original fund. Unless your account is part of a tax-deferred retirement plan, an
exchange is a taxable event. Therefore, you may realize a gain or a loss for tax
purposes. The Fund may terminate your exchange privilege if the advisor
determines that your exchange activity is likely to adversely impact the
advisor's ability to manage the Fund. To exchange by telephone, call
1-800-422-3737.

<PAGE>
Your Account

Outlined below are the various options for selling shares:

<TABLE>
<CAPTION>
Method Instructions

<S> <C>
Through your Call your financial advisor to place your sell order. To financial
financial advisor receive the current trading day's price, your financial advisor
firm must receive your request prior to the close of the
New York Stock Exchange (NYSE), usually 4:00 p.m.
- -----------------------------------------------------------------------------------------
By exchange You may purchase shares by exchanging from an
existing fund into the same share class of another fund at
no additional cost. To exchange by telephone, call
1-800-422-3737.
- -----------------------------------------------------------------------------------------
By telephone You may sell shares by telephone and request that a check be
sent to your address of record by calling 1-800-422-3737. The
dollar limit for telephone sales is $100,000 in a 30-day
period. You do not need to set up this feature in advance of
your call.
- -----------------------------------------------------------------------------------------
By mail Send a signed letter of instruction (LOI) or stock power form
along with any certificates to be sold to the address below. In
your LOI, note your fund's name, share class, account number, and
the dollar value or number of shares you wish to sell. All account
owners must sign the letter, and signatures must be guaranteed
by either a bank, a member firm of a national stock exchange or
another eligible guarantor institution. Additional documentation
is required for sales by corporations, agents, fiduciaries,
surviving joint owners and individual retirement account (IRA)
owners. For details, call 1-800-345-6611.

Mail your LOI to Liberty Funds Services, Inc., P.O. Box 1722,
Boston, MA 02105-1722
- -----------------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be wired to
your bank. You must set up this feature prior to your telephone
request. Be sure to complete the appropriate section of the
account application for this feature.
- -----------------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be
funds transfer electronically transferred to your bank. Proceeds may take up
to two business days to be received by your bank. You must
set up this feature prior to your request. Be sure to
complete the appropriate section of the account
application for this feature.
</TABLE>

DISTRIBUTION AND SERVICE FEES
- --------------------------------------------------------------------------------
The Fund has adopted a plan under Rule 12b-1 that permits it to pay marketing
and other fees to support the sale and distribution of Class A, B and C shares
and the services provided to you by your financial advisor. These annual
distribution and service fees may equal up to 0.25% for Class A shares and 1.00%
for each of Class B and Class C shares and are paid out of the assets of these
classes. Over time, these fees will increase the cost of your shares and may
cost you more than paying other types of sales charges.(1)

(1) Class B shares automatically convert to Class A after eight years,
eliminating the distribution fee.

<PAGE>

Your Account

[BEGIN SIDEBAR]

UNDERSTANDING FUND
DISTRIBUTIONS

[END SIDEBAR]

You can find the daily price of the Fund's Class A shares in most major daily
newspapers. You can find daily prices for all share classes by visiting the
Fund's web site at www.libertyfunds.com.

Share Certificates Share certificates are not available for Class B and C
shares. Certificates will be issued for Class A shares only if requested. If you
decide to hold share certificates, you will not be able to sell your shares
until you have endorsed your certificates and have returned them to LFD.

Dividends, Distributions, and Taxes The Fund has the potential to make the
following distributions:

Types of Distributions
<TABLE>
<S> <C>
Dividend income Represents interest and dividends earned from securities held
by the portfolio; also includes short-term capital gains, which
are gains on sales of securities the Fund buys and then
sells within a 12-month period.
- --------------------------------------------------------------------------------------
Long-term Represents capital gains on sales of securities held longer
capital gains than 12 months.
</TABLE>

<PAGE>

Distribution Options

Reinvest all distributions in additional shares of your current fund
- --------------------------------------------------------------------------------
Reinvest all distributions in shares of another fund
- --------------------------------------------------------------------------------
Receive dividends in cash and reinvest capital gains(2)
- --------------------------------------------------------------------------------
Receive all distributions in cash and(2)

[bullet] send the check to your address of record
[bullet] send the check to a third party address
[bullet] transfer the money to your bank via electronic funds transfer (EFT)

In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund.

(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the Fund.

<PAGE>

Managing the Fund

Investment Advisor
- --------------------------------------------------------------------------------
Stein Roe & Farnham Incorporated, One South Wacker Drive, Chicago, Illinois
60606, is the Fund's investment advisor. In its duties as investment advisor,
Stein Roe runs the Fund's day-to day business, including placing all orders for
the purchase and sale of the Fund's portfolio securities. Stein Roe has been an
investment advisor since 1932. As of December 31, 1998, Stein Roe managed over
$__ billion in assets.

For the 1998 fiscal year, aggregate advisory fees paid to Stein Roe by the Fund
amounted to 0.__% of average net assets of the Fund.

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

<PAGE>

Financial Highlights

The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown from December 16, 1996 (commencement
of investment operations) to October 31, 1997. This information has been audited
by PricewaterhouseCoopers LLP, independent accountants, whose report along with
the Fund's financial statements are included in the Fund's annual report. You
can request a free annual report by calling 1-800-426-3750.

Stein Roe Advisor Tax-Managed Growth Fund

<TABLE>
<CAPTION>
Years Ended October 31 Period Ended October 31
1998 1997 1996 1995 1994

Income from Investment
Operations

Less Distributions Declared to
Shareholders

Ratios to Average Net Assets

(b) Class C shares were initially offered on January 4, 1995. Per share data
reflects activity from that date.

(c) Total return at net asset value assuming all distributions reinvested and no
initial sales charge or contingent deferred sales charge.

(d) Had the Advisor not waived or reimbursed a portion of expenses, total return
would have been reduced.

(e) Not annualized.

(f) The benefits derived from custody credits and directed brokerage
arrangements had no impact. Prior years' ratios are net of benefits
received, if any.

(g) Annualized.

<PAGE>

Notes

- --------------------------------------------------------------------------------

<PAGE>
Notes

- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------

<PAGE>

You can get free copies of reports and the SAI, request other information and
discuss your questions about the Fund by writing or calling the Fund's
Distributor at:

Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com

Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.

You can also obtain copies upon payment of a duplicating fee, by writing or
calling the:

Public Reference Room
Securities and Exchange Commission
Washington, DC, 20549-6009
1-800-SEC-0330

Investment Company Act file numbers:

Colonial Trust I: 811-2214

[bullet] Stein Roe Advisor Tax-Managed Growth Fund

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[LIBERTY LOGO]
COLONIAL [bullet] CRABBE HUSON [bullet] NEWPORT [bullet] STEIN ROE ADVISOR

Liberty Funds Distributor, Inc. [copyright symbol]1998
One Financial Center, Boston, MA 02111-2621, 1-800-426-375C
Visit us at www.libertyfunds.com

XX-00/000X-0000 X (1/99)

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COLONIAL TRUST I

Cross Reference Sheet Pursuant to Rule 481(a)
(Stein Roe Advisor Tax-Managed Growth Fund)

Location or Caption in Statement of Additional
Item Number of Form N-1A Information

Part B

10. Cover Page; Table of Contents

11. Organization and History

12. Investment Objective and Policies; Fundamental
Investment Policies; Other Investment Policies;
Miscellaneous Investment Policies

13. Fund Charges and Expenses

14. Fund Charges and Expenses

15. Fund Charges and Expenses

16. Fund Charges and Expenses; Management of the Funds

17. Management of the Fund

18. Shareholder Meetings; Shareholder Liability

19. Taxes

20. Fund Charges and Expenses; Management of the Funds

21. Investment Performance; Performance Measures

22. Independent Accountants

STEIN ROE ADVISOR TAX-MANAGED GROWTH FUND

Statement of Additional Information
March 1, 1999

This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectus of Stein Roe
Advisor Tax-Managed Growth Fund (Fund). This SAI is not a prospectus and is
authorized for distribution only when accompanied or preceded by a Prospectus of
the Fund dated March 1, 1999. This SAI should be read together with a Prospectus
and the Fund's most recent Annual Report dated October 31, 1998. Investors may
obtain a free copy of a Prospectus and the Annual and Semiannual Reports from
Liberty Funds Distributor, Inc., One Financial Center, Boston, MA 02111-2621.
Effective on February 28, 1998, the Fund's name changed to its current name from
"Colonial Tax-Managed Growth Fund."

TABLE OF CONTENTS

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Page

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Definitions 2
Investment Policies 2
Additional Information Concerning Investment Practices 3
Taxes - General 10
Additional Tax Matters Concerning Gift Shares 12
Management of the Fund 14
Fund Charges and Expenses 21
Determination of Net Asset Value 22
How to Buy Shares 22
Special Purchase Programs/Investor Services 23
Programs for Reducing or Eliminating Sales Charges 24
How to Sell Shares 26
How to Exchange Shares 27
Suspension of Redemptions 27
Shareholder Liability 27
Shareholder Meetings 28
Performance Measures and Information 28
Appendix I 31
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MG-xx-0399

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DEFINITIONS

"Trust" Colonial Trust I
"Fund" Stein Roe Advisor Tax-Managed Growth Fund
"Administrator" Colonial Management Associates, Inc., the Fund's administrator
"LFDI" Liberty Funds Distributor, Inc., the Fund's Distributor
"LFSI" Liberty Funds Services, Inc., the Fund's investor services and transfer
agent
"Advisor" Stein Roe & Farnham Incorporated, the Fund's investment advisor

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,
other affiliated funds and other entities to the extent permitted by
applicable law, provided that the Fund's borrowings shall not exceed
33-1/3% of the value of its total assets (including the amount borrowed)
less liabilities (other than borrowings) or such other percentage
permitted by law;
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 (i) through lending of securities, (ii) through the
purchase of debt instruments or similar evidences of indebtedness
typically sold privately to financial institutions, (iii) through an
interfund lending program with other affiliated funds provided that no
such loan may be made if, as a result, the aggregate of such loans would
exceed 33-1/3% of the value of its total assets (taken at market value
at the time of such loans) and (iv) through 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; and
3. Invest more than 15% of its net assets in illiquid assets.

Notwithstanding the investment policies and restrictions of the Fund, the Fund
may invest all or a portion of its investable assets in investment companies
with substantially the same investment objective, policies and restrictions as
the Fund.

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.

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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 (and to a limited extent, depreciation) on its holdings of PFICs as
of the end of its fiscal year. See "Taxation" below.

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 Advisor 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

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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

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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 Advisor 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 Advisor deems it desirable to do so. Although
the Fund will take an option position only if the Advisor 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,
cash or 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.

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

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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
liquid securities 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 Advisor'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.

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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 Advisor 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 Advisor'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 Advisor 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 Advisor 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

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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.

8
<PAGE>

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, cash or 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.

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 Advisor 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

9
<PAGE>

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 Securities Act of 1933
(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 Advisor, 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 Advisor will consider the
trading markets for the specific security, taking into account the unregistered
nature of a Rule 144A security. In addition, the Advisor 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

In this section, all discussions of taxation at the shareholder level relate to
federal taxes only. Consult your tax advisor for state, local and foreign tax
considerations and for information about special tax considerations that may
apply to shareholders that are not natural persons.

Alternative Minimum Tax. Distributions derived from interest which is exempt
from regular federal income tax may subject corporate shareholders to or
increase their liability under the corporate alternative minimum tax (AMT). A
portion of such distributions may constitute a tax preference item for
individual shareholders and may subject them to or increase their liability
under the AMT.

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 AMT. The dividends received
deduction for eligible dividends is subject to a holding period requirement
imposed pursuant to the Taxpayer Relief Act of 1997 (1997 Act).

Fund Distributions. Distributions from the Fund (other than exempt-interest
dividends, as discussed below) will be taxable to shareholders as ordinary
income to the extent derived from the Fund's investment income and net
short-term gains. Distributions of net capital gains will be treated in the
hands of shareholders as derived from net gains from assets held for more

10
<PAGE>

than one year. Effective January 1, 1998, the IRS Restructuring and Reform Act
eliminated the eighteen-month holding period that was required to take advantage
of the preferable rate for long-term gains. In general, any distributions of net
capital gains from securities sold after December 31, 1997 will be eligible for
the preferred rate (generally 20%).

Distributions of net capital gains will be taxable to shareholders as such,
regardless of how long a shareholder has held the shares in the Fund.
Distributions will be taxed as described above whether received in cash or in
Fund shares.

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
advisors 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. The sale, exchange or redemption of Fund shares may give rise
to a gain or loss. In general, any gain realized upon a taxable disposition of
shares will be treated as long-term capital gain if the shares have been held
for more than 12 months. Otherwise the gain on the sale, exchange or redemption
of Fund shares will be treated as short-term capital gain. In general, any loss
realized upon a taxable disposition of shares will be treated as long-term loss
if the shares have been held more than 12 months, and otherwise as short-term
loss. 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, LFSI 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 Advisor 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 stock, 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 stock, securities or
currencies; (b) 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 total assets is invested
in the securities of any issuer (other than U.S. Government securities).

Hedging Transactions. If the Fund engages in hedging transactions, including
hedging transactions in options, futures contracts, and straddles, or other
similar transactions, it will be subject to special tax rules (including
constructive sale, mark-to-market, straddle, wash sale, and short sale rules),
the effect of which may be to accelerate income to the Fund, defer losses to the
Fund, cause adjustments in the holding periods of the Fund's securities, or
convert short-term capital losses into long-term capital losses. These rules
could therefore affect the amount, timing and character of distributions to
shareholders. The Fund will endeavor to make any available elections pertaining
to such transactions in a manner believed to be in the best interests of the
Fund.

Foreign Currency-Denominated Securities and Related Hedging Transactions. The
Fund's transactions in foreign currencies, foreign currency-denominated debt
securities, certain foreign currency options, futures contracts and forward

11
<PAGE>

contracts (and similar instruments) 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 stock or 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 qualified foreign taxes paid
by the Fund. The Advisor 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 (including a holding period requirement
imposed pursuant to the 1997 Act), 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.

Investment by the Fund in certain "passive foreign investment companies" could
subject the Fund to a U.S. federal income tax (including interest charges) on
distributions received from the company or on proceeds received from the
disposition of shares in the company, which tax cannot be eliminated by making
distributions to Fund shareholders. However, the Fund may elect to treat a
passive foreign investment company as a "qualified electing fund," in which case
the Fund will be required to include its share of the company's income and net
capital gain annually, regardless of whether it receives any distribution from
the company. The Fund also may make an election to mark the gains (and to a
limited extent losses) in such holdings "to the market" as though it had sold
and repurchased its holdings in those passive foreign investment companies on
the last day of the Fund's taxable year. Such gains and losses are treated as
ordinary income and loss. The qualified electing fund and mark-to-market
elections may have the effect of accelerating the recognition of income (without
the receipt of cash) and increase the amount required to be distributed for the
Fund to avoid taxation. Making either of these elections therefore may require
the Fund to liquidate other investments (including when it is not advantageous
to do so) to meet its distribution requirement, which also may accelerate the
recognition of gain and affect the Fund's total return.

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. The following are the applicable exclusion amounts through 2006:

<TABLE>
<CAPTION>
In the case of estates of decedents The applicable
dying, and gifts made, during: exclusion amount is:
<S> <C>
1998 $ 625,000
1999 $ 650,000
2000 and 2001 $ 675,000
2002 and 2003 $ 700,000
2004 $ 850.000
2005 $ 950,000
2006 or thereafter $1,000,000
</TABLE>

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.

12
<PAGE>

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. 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 ($8,350 for 1998) 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. 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.

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).

13
<PAGE>

Consultation with Qualified Advisor

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 advisor before investing in Trust Shares.

MANAGEMENT OF THE FUND

Each of the Advisor, the Administrator, LFSI and LFDI is an indirect
wholly-owned subsidiary of Liberty Financial Companies, Inc. (Liberty
Financial), which in turn is a direct majority-owned subsidiary of Liberty
Corporate Holdings, Inc., which in turn is a direct wholly-owned subsidiary of
LFC Holdings, Inc., which in turn is a direct wholly-owned subsidiary of Liberty
Mutual Equity Corporation, which in turn is a direct 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 with
Name and Address Age Fund Principal Occupation
- ---------------- --- ---- --------------------
<S> <C> <C> <C>

Robert J. Birnbaum 71 Trustee Consultant (formerly Special Counsel, Dechert Price &
313 Bedford Road Rhoads from September, 1988 to December, 1993, President,
Ridgewood, NJ 07450 New York Stock Exchange from May, 1985 to June, 1988,
President, American Stock Exchange, Inc. from 1977 to
May, 1985).

Tom Bleasdale 68 Trustee Retired (formerly Chairman of the Board and Chief
11 Carriage Way Executive Officer, Shore Bank & Trust Company from
Danvers, MA 01923 1992-1993), is a Director of The Empire Company since
June, 1995.

John V. Carberry* 51 Trustee Senior Vice President of Liberty Financial Companies,
56 Woodcliff Road Inc. (formerly Managing Director, Salomon Brothers
Wellesley Hills, MA 02481 (investment banking) from January, 1988 to January, 1998).

Lora S. Collins 63 Trustee Attorney (formerly Attorney, Kramer, Levin, Naftalis,
1175 Hill Road Nessen, Kamin & Frankel from September, 1986 to November,
Southold, NY 11971 1996).

James E. Grinnell 69 Trustee Private Investor since November, 1988.
22 Harbor Avenue
Marblehead, MA 01945

Richard W. Lowry 62 Trustee Private Investor since November, 1988.
10701 Charleston Drive
Vero Beach, FL 32963

Salvatore Macera 67 Trustee Private Investor (formerly Executive Vice President, Itek
26 Little Neck Lane Corp. and President, Itek Optical & Electronic
New Seabury, MA 02649 Industries, Inc. (electronics)).

William E. Mayer* 58 Trustee Partner, Development Capital, LLC (formerly Dean, College
500 Park Avenue, 5th Floor of Business and Management, University of Maryland from
New York, NY 10022 October, 1992 to November, 1996, Dean, Simon Graduate
School of Business, University of Rochester from October,
1991 to July, 1992).

James L. Moody, Jr. 67 Trustee Retired (formerly Chairman of the Board, Hannaford Bros.
16 Running Tide Road Co. from May, 1984 to May, 1997, and Chief Executive
Cape Elizabeth, ME 04107 Officer, Hannaford Bros. Co. from May, 1973 to May, 1992).

John J. Neuhauser 55 Trustee Dean, Boston College School of Management since
140 Commonwealth Avenue September, 1977.
Chestnut Hill, MA 02167

14
<PAGE>

Thomas E. Stitzel 62 Trustee Professor of Finance, College of Business, Boise State
2208 Tawny Woods Place University (higher education); Business consultant and
Boise, ID 83706 author.

Robert L. Sullivan 70 Trustee Retired Partner, KPMG Peat Marwick LLP
45 Sankaty Avenue
Siaconset, MA 02564

Anne-Lee Verville 53 Trustee Consultant (formerly General Manager, Global Education
359 Stickney Hill Road Industry from 1994 to 1997, and President, Applications
Hopkinton, NH 03229 Solutions Division from 1991 to 1994, IBM Corporation
(global education and global applications).

Stephen E. Gibson 45 President Chairman of the Board of the Administrator since July,
1998, Chief Executive Officer and President of the
Administrator since December, 1996, Director of the
Administrator since July, 1996 and President of
Colonial Funds since June, 1998; (formerly Executive
Vice President of Administrator from July, 1996 to
December, 1996); Director, Chief Executive Officer and
President of The Colonial Group, Inc. (TCG) since
December, 1996; Assistant Chairman of the Advisor since
August, 1998 (formerly Managing Director of Marketing,
Putnam Investments from June, 1992 to July, 1996).

Timothy J. Jacoby 45 Treasurer and Treasurer and Chief Financial Officer of Colonial Funds
Chief Financial since October, 1996 (formerly Chief Accounting Officer
Officer and Controller from October, 1997 to February, 1998),
is Senior Vice President of the Administrator since
September, 1996; Senior Vice President of the Advisor since
August, 1998 (formerly Senior Vice 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).

J. Kevin Connaughton 34 Controller and Controller and Chief Accounting Officer of Colonial
Chief Accounting Funds since February, 1998, Vice President of the
Officer Administrator since February, 1998 (formerly Senior Tax
Manager, Coopers & Lybrand, LLP from April 1996 to January
1998; Vice President, 440 Financial Group/First Data
Investor Services Group from 1994 to 1996; Vice President,
The Boston Company from December, 1993 to March, 1994;
Assistant Vice President and Tax Manager, The Boston
Company from March 1992 to December, 1993).

Davey S. Scoon 51 Vice President Vice President of Colonial Funds since June, 1993, is
Executive Vice President since July, 1993 and Director
since March, 1985 of the Administrator; Executive Vice
President of the Advisor since August, 1998 (formerly
Senior Vice President and Treasurer of the
Administrator 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).

Nancy L. Conlin 45 Secretary Secretary of Colonial Funds since April, 1998 (formerly
Assistant Secretary from July, 1994 to April, 1998), is
Director,

15
<PAGE>

Senior Vice President, General Counsel, Clerk and Secretary
of the Administrator since April, 1998 (formerly Vice
President, Counsel, Assistant Secretary and Assistant Clerk
from July, 1994 to April, 1998), Vice President, General
Counsel and Clerk of TCG since April, 1998 (formerly
Assistant Clerk from July, 1994 to April, 1998).
</TABLE>

* A Trustee who is an "interested person" (as defined in the Act) of the Fund,
the Advisor or the Administrator.

The business 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 $8,000 for
each regular joint meeting and $1,000 for each special joint meeting. Committee
chairs and the lead Trustee receive an annual retainer of $5,000 and Committee
chairpersons receive $1,000 for each special meeting attended on a day other
than a regular joint meeting day. Committee members receive an annual retainer
of $1,000 and $1,000 for each special meeting attended on a day other than a
regular joint meeting day. 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 fiscal period ended October 31, 1998 and the calendar year ended
December 31, 1998, the Trustees of the Trust received the following compensation
for serving as Trustees(a):

<TABLE>
<CAPTION>
Aggregate Compensation From The Fund Total Compensation From Trust and Fund
For The Fiscal Year Ended October 31, Complex Paid To The Trustees For The
Trustee 1998 Calendar Year Ended December 31, 1998(b)
- ------- ---- ----------------------------------------
<S> <C> <C>
Robert J. Birnbaum $1,192 $
Tom Bleasdale 1,259(c) (d)
John Carberry(i)(j) --- ---
Lora S. Collins 1,168
James E. Grinnell 1,239(e) (f)
William D. Ireland, Jr.(k) 441
Richard W. Lowry 1,175
Salvatore Macera(j) --- ---
William E. Mayer 1,244
James L. Moody, Jr. 1,270(g) (h)
John J. Neuhauser 1,269
George L. Shinn(k) 396
Thomas E. Stitzel(j) --- ---
Robert L. Sullivan 1,267
Anne-Lee Verville(j) --- ---
Sinclair Weeks, Jr.(k) 431
</TABLE>

(a) The Funds do not currently offer pension or retirement plan benefits to
Trustees.
(b) At December 31, 1998, the Colonial Funds complex consisted of 47 open-end
and 5 closed-end management investment company portfolios.
(c) Includes $641 payable in later years as deferred compensation.
(d) Includes $ payable in later years as deferred compensation.
(e) Includes $14 payable in later years as deferred compensation.
(f) Includes $ payable in later years as deferred compensation.

16
<PAGE>

(g) Total compensation of $1,270 will be payable in later years as deferred
compensation.
(h) Total compensation of $ will be payable in later years as deferred
compensation.
(i) Does not receive compensation because he is an affliated trustee and
employee of Liberty Financial.
(j) Elected to the Board of Trustees on October 30, 1998.
(k) Retired as a Trustee on April 24, 1998.

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 of the Liberty All-Star Growth Fund, Inc.
(together, Liberty Funds) for service during the calendar year ended December
31, 1998:

<TABLE>
<CAPTION>
Total Compensation
From Liberty Funds For
The Calendar Year Ended
Trustee December 31, 1998 (l)
- ------- ---------------------
<S> <C>
Robert J. Birnbaum $
James E. Grinnell
Richard W. Lowry
</TABLE>

(l) The Liberty Funds are advised by Liberty Asset Management Company (LAMCO).
LAMCO is an indirect wholly-owned subsidiary of Liberty Financial Companies,
Inc.(an intermediate parent of the Advisor and the Administrator).

The following table sets forth the compensation paid to Messrs. Macera and.
Stitzel in their capacities as Trustees of Liberty Variable Investment Trust
(LVIT), which offers nine funds: Colonial Growth and Income Fund, Variable
Series, Stein Roe Global Utilities Fund, Variable Series, Colonial International
Fund for Growth, Variable Series, Colonial U.S. Stock Fund, Variable Series,
Colonial Strategic Income Fund, Variable Series, Newport Tiger Fund, Variable
Series, Liberty All-Star Equity Fund, Variable Series, Colonial Small Cap Value
Fund, Variable Series and Colonial High Yield Securities Fund, Variable Series,
for serving during the fiscal year ended December 31, 1998:

<TABLE>
<CAPTION>
Total Compensation From LVIT and Investment
Trustee Aggregate 1998 Compensation(m) Companies which are Series of LVIT in 1998(n)
- ------- ------------------------------ ---------------------------------------------
<S> <C> <C>
Salvatore Macera $ $
Thomas E. Stitzel
</TABLE>

(m) Consists of Trustee fees in the amount of (i) a $5,000 annual retainer, (ii)
a $1,500 meeting fee for each meeting attended in person and (iii) a $500
meeting fee for each telephone meeting.
(n) Includes Trustee fees paid by LVIT and by Stein Roe Variable Investment
Trust.

Investment Advisor

Under its Management Agreement with the Fund, the Advisor provides the Fund with
discretionary investment services. Specifically, the Advisor 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 Advisor 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 "Portfolio Transactions" below). The Management Agreement provides for the
payment to the Advisor of the fee described in the Prospectus.

The Advisor and its predecessor have been providing investment advisory services
since 1932. The Advisor acts as investment advisor to wealthy individuals,
trustees, pension and profit sharing plans, charitable organizations and other
institutional investors. As of December 31, 1998, the Advisor managed over $XX
billion in assets: over $XX billion in equities and over $XX billion in
fixed-income securities (including $XX billion in municipal securities). The $XX
billion in managed assets included over $XX billion held by open-end mutual
funds managed by the Advisor (approximately XX% of the mutual fund assets were
held by clients of the Advisor). These mutual funds were owned by over XX
shareholders. The $XX billion in mutual fund assets included over $XX million in
over XX Individual Retirement Accounts (IRAs). In managing those assets, the
Advisor utilizes a proprietary computer-based information system that maintains
and regularly updates information for approximately XX companies. The Advisor
also monitors over XX issues via a proprietary credit analysis system. At
December 31, 1998, the Advisor employed XX research analysts and XX account
managers. The average investment-related experience of these individuals was XX
years.

17
<PAGE>

The directors of the Advisor are Kenneth R. Leibler, C. Allen Merritt, Jr.,
Thomas W. Butch and Hans P. Ziegler. Mr. Leibler is President and Chief
Executive Officer of Liberty Financial; Mr. Merritt is Chief Operating Officer
of Liberty Financial; Mr. Butch is President of the Advisor's Mutual Funds
division; and Mr. Ziegler is Chief Executive Officer of the Advisor. The
business address of Messrs. Leibler and Merritt is 600 Atlantic Avenue, Federal
Reserve Plaza , Boston, Massachusetts 02210; that of Messrs. Butch and Ziegler
is One South Wacker Drive, Chicago, Illinois 60606.

Under the Management Agreement, the Advisor 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 Advisor places the orders for the purchase and sale of the Fund's portfolio
securities and options and futures contracts. The Advisor'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 Advisor'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 Advisor's
knowledge of the financial stability of the broker or dealer selected and such
other brokers or dealers; and the Advisor'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 Advisor's staff while
effecting portfolio transactions. The general level of brokerage commissions
paid is reviewed by the Advisor, 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 Advisor 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 Advisor 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 Advisor feels are
useful. In certain instances, the Advisor 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 Advisor 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 Advisor (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 Advisor 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 Advisor 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 Advisor may also consider
the part, if any, played by the broker or dealer in bringing the security
involved to the Advisor'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.

18
<PAGE>

The Trustees have the authority to convert the Fund to a master fund/feeder fund
structure. Under this structure, the Fund may invest all or a portion of its
investable assets in investment companies with substantially the same investment
objective, policies and restrictions as the Fund. The primary reason to use the
master fund/feeder fund structure is to provide a mechanism to pool, in a single
master fund, investments of different investor classes, resulting in a larger
portfolio, investment and administrative efficiencies and economies of scale.

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 advisor, sub-advisor and/or administrator for 47 open-end and 5
closed-end management investment company portfolios (collectively, The 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 advisors
have recommended The Funds to over 800,000 clients worldwide, representing more
than $17 billion in net assets.

Trust Services Agreement

Pursuant to a Trust Services Agreement, LFSI provides the Fund's Trust Shares
with trust administration services, including tax return preparation and filing,
other tax and beneficiary reporting and recordkeeping. LFSI'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 for the first $50 million of Fund assets, plus a monthly percentage fee
based on average daily net assets of the Fund equal to the following: 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

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

12b-1 Plan

The Fund offers eight classes of shares - Class A, Class B, Class C, Class E,
Class F, Class G, Class H and Class Z. The Fund may in the future offer other
classes of shares. The Trustees have approved a 12b-1 Plan (Plan) pursuant to
Rule 12b-1 under the Act for each Class except Class Z. Under the Plan, the Fund
pays LFDI service and distribution fees at the annual rates described in the
Prospectus. LFDI 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 LFDI's expenses,
LFDI may realize a profit from the fees. The Plans authorize any other payments
by the Fund to LFDI and its affiliates (including the Advisor 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 Plan 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 Plan 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 Plan or in
any agreements related to the Plan (Independent Trustees), cast in person at a
meeting called for the purpose of voting on the Plan. The Plan 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 Plan must be approved by the Trustees in the manner
provided in the foregoing sentence. The Plan may be terminated at any time by
vote of

19
<PAGE>

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 Plan will only be effective if the selection and nomination of the
Trustees who are not interested persons of the Trust is effected by such
disinterested Trustees.

Shareholder Servicing and Transfer Agent

LFSI is the Fund's shareholder servicing agent (transfer, plan and dividend
disbursing agent), for which it receives a monthly fee as described in the
Fund's Prospectus. The agreement continues indefinitely but may be terminated by
90 days' notice by the Fund to LFSI or generally by six months' notice by LFSI
to the Fund. The agreement limits the liability of LFSI to the Fund for loss or
damage incurred by the Fund to situations involving a failure of LFSI 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 LFSI against, among
other things, loss or damage incurred by LFSI on account of any claim, demand,
action or suit made on or against LFSI not resulting from LFSI's bad faith or
negligence and arising out of, or in connection with, its duties under the
agreement.

Custodian of the Fund

The Chase Manhattan Bank 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

PricewaterhouseCoopers 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. The
financial statements for the period ended October 31, 1998 incorporated by
reference in this SAI have been so incorporated, and the financial highlights
for the period ended October 31, 1998 included in the Prospectus have been so
included, in reliance upon the report of PricewaterhouseCoopers LLP given on the
authority of said firm as experts in accounting and auditing.

The financial statements and Report of Independent Accountants appearing in the
October 31, 1998 Annual Report are incorporated in this SAI by reference.

Ownership of the Fund

At January 31, 1999, the Trustees of the Trust did not own any shares of the
Fund. The officers of the Trust did not own any shares of the Fund individually,
except that the Administrator, of which each of the Trust's officers are also
officers, owned the number of shares referenced below.

As of record, January 31, 1999, there were the following shareholders of record
of 5% or more of each class of the Fund's shares:

<TABLE>
<CAPTION>
Class A Class B Class C Class E Class F Class G Class H
<S> <C> <C> <C> <C> <C> <C> <C>
Cynthia Steinhauser -0- -0- -0- -0- -0- -0-
Gift Plan Trust
4226 S.W. Vesta St.
Portland, OR 87219

Merrill Lynch Pierce Fenner & Smith -0- -0- -0- -0-
for the Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive, East, 3rd Floor
Jacksonville, FL 32246

Colonial Management Associates, Inc.
One Financial Center
Boston, MA 02111-2624

Briena B. Jones
Gift Plan Trust (%)
c/o Beulah M. Crumpton
16150 Isla Maria Circle
Morena Valley, CA 92553

20
<PAGE>

<CAPTION>
Class A Class B Class C Class E Class F Class G Class H
<S> <C> <C> <C> <C> <C> <C> <C>

Benjamin Jacobs
Advantage Plan Trust
c/o Ivan Jacobs
1080 Saddlebrook Road
Mountainside, NJ 07092-1511
</TABLE>

At January 31, 1999, there were Class A, Class B, Class C, Class E, Class F,
Class G and Class H, shareholders of record.

FUND CHARGES AND EXPENSES

Recent Fees paid to the Advisor, the Administrator, LFDI and LFSI (dollars in
thousands)(before voluntary reductions)

<TABLE>
<CAPTION>
Period December 30, 1996
(effective date of
Year ended October 31 registration)
1998 through October 31, 1997(o)
---- ---------------------------
<S> <C> <C>
Management fee $796 $142
Administration fee 528 96
Bookkeeping fee 56 24
Shareholders services and transfer agent fee 65
12b-1 fees
Service fee 329 58
Distribution fee (Class B) 601 105
Distribution fee (Class C) 99 13
Distribution fee (Class E) 1 (p)
Distribution fee (Class F) 6 2
Distribution fee (Class G) 3 1
Distribution fee (Class H) 19 3
Fees and expenses waived or borne by the
Advisor/Administrator (159) (239)
</TABLE>

(o) The Fund commenced investment operations on December 16, 1996. The activity
shown is from the effective date of registration (December 30, 1996) with
the Securities and Exchange Commission.
(p) Rounds to less than one.

Brokerage Commissions (dollars in thousands)

<TABLE>
<CAPTION>
Period December 30, 1996
(effective date of
registration)
Year ended October 31 1998 through October 31, 1997
-------------------------- ------------------------
<S> <C> <C>
Total commissions $331 $94
Directed transactions 0 0
Commissions on directed transactions 0 0

</TABLE>

Sales Charges (dollars in thousands)

<TABLE>

<CAPTION>
Class A Shares
---------------
Period December 30, 1996
(effective date of
Year ended registration)
October 31, 1998 through October 31, 1997
---------------- ------------------------
<S> <C> <C>
Aggregate initial sales charges on Fund shares sales $1,074 $645
Initial sales charges retained by LFDI 162 69
Aggregate CDSCs on Fund redemptions retained by LFDI 14 25
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
Class B Shares
Year ended October 31, 1998
---------------------------
<S> <C>
Aggregate CDSC on Fund redemptions retained by LFDI $134

<CAPTION>
Class C Shares
Year ended October 31, 1998
---------------------------
<S> <C>
Aggregate CDSC on Fund redemptions retained by LFDI $9
</TABLE>

Sales-related Expenses (dollars in thousands) of LFDI relating to the Fund for
the year ended through October 31, 1998 were:

<TABLE>
<CAPTION>
Class A Class B Class C Class E Class F Class G Class H
<S> <C> <C> <C> <C> <C> <C> <C>
Fees to FSFs $105 $3,949 $171 $8 $41 $35 $99
Cost of sales material relating to the Fund (including
printing and mailing expenses) 116 326 56 9 3 8 11
Allocated travel, entertainment and other promotional
expenses (including advertising) 113 310 51 1 3 8 10
</TABLE>

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. Central time) each day the Exchange is open. Currently, the
Exchange is closed Saturdays, Sundays and the following holidays: New Year's
Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, 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 Advisor 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 by the
Advisor 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

22
<PAGE>

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 LFSI,
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. 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. Purchases of
Gift Shares require the completion and delivery of additional documentation, and
will not be processed until such documentation is received by LFSI in good
order.

The Fund receives the entire NAV of shares sold. For shares subject to an
initial sales charge, LFDI'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 LFDI 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 LFDI may from time to time reallow additional
amounts to all or certain FSFs. LFDI generally retains some or all of any
asset-based sales charge (distribution fee) or contingent deferred sales
charges. Such charges generally reimburse LFDI for any up-front and/or ongoing
commissions paid to FSFs.

LFSI 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 LFSI, provided the new FSF has a sales agreement
with LFDI.

Shares credited to an account are transferable upon written instructions in good
order to LFSI 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, C, E, F, G or H shares. Shareholders may send any
certificates which have been previously acquired to LFSI 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 C 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 LFDI 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 LFDI.

Tax-Sheltered Retirement Plans. (Classes A, B and C only) LFDI 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. BankBoston, N.A. is the Trustee of LFDI
prototype plans and charges a $10 annual fee. Detailed information concerning
these Retirement Plans and copies of the Retirement Plans are available from
LFDI.

Participants in non-LFDI prototype Retirement Plans (other than IRAs) also are
charged a $10 annual fee unless the plan maintains an omnibus account with LFSI.
Participants in LFDI 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 LFSI. The fee is in addition to any applicable

23
<PAGE>

CDSC. The fee will not apply if the participant uses the proceeds to open a LFDI
IRA Rollover account in any fund, or if the Plan maintains an omnibus account.

Consultation with a competent financial and tax advisor 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 LFSI, 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.

Cash Connection. Dividends and any other distributions, including Systematic
Withdrawal Plan (SWP) payments, on Class A, Class B or Class C 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).

LFDI 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 LFSI. 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, LFSI 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 LFDI the excess commission previously paid
during the thirteen-month period.

If the amount of the Statement is not purchased, the shareholder shall remit to
LFDI 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, LFSI 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 LFSI 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 LFSI
receives a written

24
<PAGE>

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 LFSI. 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 advisor.

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 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 Advisor;
directors, officers and employees of the Administrator, LFDI 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 LFDI; 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 advisors that
have entered into agreements with LFDI pursuant to which the Fund is included as
an investment option in programs involving fee-based compensation arrangements
and by participants in certain retirement plans.

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

1. Death. CDSCs may be waived on redemptions 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 occurring pursuant to a monthly, quarterly or
semi-annual SWP established with LFSI, 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 or
C 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 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.

25
<PAGE>

4. Death of a trustee. CDSCs may be waived on redemptions 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 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
required to make distributions from qualified retirement plans
following normal retirement (as stated in the Plan document).
CDSCs also will be waived on SWP redemptions made to make
required minimum distributions from qualified retirement plans
that have invested in funds distributed by LFDI 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 delay
sending proceeds for up to 15 days in order to protect the Fund against
financial losses and dilution in net asset value caused by dishonored purchase
payment checks.

To sell shares directly to the Fund, send a signed letter of instruction or
stock power form to LFSI, 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, LFSI, and many banks. Additional documentation is required
for sales by corporations, agents, fiduciaries, surviving joint owners and IRA
holders. Call LFSI 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 LFSI and may charge for this service.

Systematic Withdrawal Plan (Class A, B and C 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, C,
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 Service regulation to withdraw more than 12%, on an
annual basis, of the value of their Class B, C, 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

26
<PAGE>

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, LFSI 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.

HOW TO EXCHANGE SHARES

Exchanges at net asset value may be made at any time from any other continuously
offered fund distributed by LFDI into shares of the same class of the Fund. The
Class A, and B shares of the Fund may be exchanged for the same class of shares
of any other continuously offered funds distributed by LFDI (with certain
exceptions) on the basis of the NAVs per share at the time of exchange and only
once per twelve-month period measured from the time the account was opened. The
Class C shares of the Fund may be exchanged for the same class of shares of any
other continuously offered funds distributed by LFDI but only one "roundtrip"
exchange of such Class may be made per three-month period, measured from the
date of the initial purchase. The Class Z shares of the Fund may be exchanged
for the Class A or Class Z shares of any other fund distributed by LFDI (with
certain exceptions). The prospectus of each fund distributed by LFDI describes
its investment objective and policies, and shareholders should obtain a
prospectus and consider these objectives and policies carefully before
requesting an exchange. Shares of certain funds distributed by LFDI are not
available to residents of all states. Consult LFSI before requesting an
exchange.

By calling LFSI, shareholders or their FSF of record may exchange among accounts
with identical registrations, provided that the shares are held on deposit.
During periods of unusual market changes and/or shareholder activity,
shareholders may experience delays in contacting LFSI by telephone to exercise
the telephone exchange privilege. Because an exchange involves a redemption and
reinvestment in another Colonial fund, completion of an exchange may be delayed
under unusual circumstances, such as if the fund suspends repurchases or
postpones payment for the fund shares being exchanged in accordance with federal
securities law. LFSI will also make exchanges upon receipt of a written exchange
request and, share certificates, if any. If the shareholder is a corporation,
partnership, agent, or surviving joint owner, LFSI will require customary
additional documentation. Prospectuses of the other funds are available from the
LFDI Literature Department by calling 1-800-426-3750.

A loss to a shareholder may result from an unauthorized transaction reasonably
believed to have been authorized. No shareholder is obligated to use the
telephone to execute transactions.

In all cases, the shares to be exchanged must be registered on the records of
the fund in the name of the shareholder desiring to exchange.

An exchange is a capital sale transaction for federal income tax purposes. The
exchange privilege may be revised, suspended or terminated at any time.

27
<PAGE>

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 AND INFORMATION

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
Fund, made at the beginning of a stated period, adjusted for the maximum sales
charge or applicable CDSC for the class of shares of the Fund and assuming that
all distributions were reinvested at NAV, converted to an average annual return
assuming annual compounding.

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

Total return for a newer class of shares for periods prior to inception includes
(a) the performance of the newer class of shares since inception and (b) the
performance of the oldest existing class of shares from the inception date up to
the date the newer class was offered for sale. The performance will not be
adjusted to take into account the fact that the newer class of shares bears
different class specific expenses than the oldest class of shares (e.g., Rule
12b-1 fees). Therefore, the total rate of return quoted for a newer class of
shares will differ from the return that would be quoted had the newer class of
shares been outstanding for the entire period over which the calculation is
based (i.e., the total rate of return quoted for the newer class will be higher
than the return that would have been quoted had the newer class of shares been
outstanding for the entire period over which the calculation is based if the
class specific expenses for the newer class are higher than the class specific
expenses of the oldest class, and the total rate of return quoted for the newer
class will be lower than the return that would be quoted had the

28
<PAGE>

newer class of shares been outstanding for this entire period if the class
specific expenses for the newer class are lower than the class specific expenses
of the oldest class).

Performance results reflect any voluntary fee waivers or reimbursement of Fund
expenses by the Advisor or its affiliates. Absent these fee waivers or expense
reimbursements, performance results would have been lower.

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 the Advisor, LFDI or the Administrator to be
reputable, and publications in the press pertaining to the Fund's performance or
to the Advisor 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.

General. From time to time, the Fund may discuss or quote its current portfolio
manager(s) as well as other investment personnel, including such person's views
on: the economy; securities markets; portfolio securities and their issuers;
investment philosophies, strategies, techniques and criteria used in the
selection of securities to be purchased or sold for the fund, including the New
ValueTM investment strategy that expands upon the principles of traditional
value investing; the Fund's portfolio holdings; the investment research and
analysis process; the formulation and evaluation of investment recommendations;
and the assessment and evaluation of credit, interest rate, market and economic
risks and similar or related matters.

The Fund may also quote evaluations mentioned in independent radio or television
broadcasts, and use charts and graphs to illustrate the past performance of
various indices such as those mentioned in Appendix II and illustrations using
hypothetical rates of return to illustrate the effects of compounding and
tax-deferral. The Fund may advertise examples of the effects of periodic
investment plans, including the principle of dollar cost averaging. In such a
program, an investor invests a fixed dollar amount in a fund at periodic
intervals, thereby purchasing fewer shares when prices are high and more shares
when prices are low.

From time to time, the Fund may also discuss or quote the views of LFDI, the
Advisor, the Administrator and other financial planning, legal, tax, accounting,
insurance, estate planning and other professionals, or from surveys, regarding
individual and family financial planning. Such views may include information
regarding: retirement planning; general investment techniques (e.g., asset
allocation and disciplined saving and investing); business succession; issues
with respect to insurance (e.g., disability and life insurance and Medicare
supplemental insurance); issues regarding financial and health care management
for elderly family members; and similar or related matters.

Investment Performance. The Fund's total returns at October 31, 1998 were as
follows:

<TABLE>

Class A Shares

Period December 30, 1996
(effective date of registration)
One Year through October 31, 1998
----------- -------- ------------------------
<S> <C> <C> <C>
With sales charge of 5.75% % 4.82% 13.00%
Without sales charge % 11.21% 16.70%

<CAPTION>
Class B Shares

Period December 30, 1996
(effective date of registration)
One Year through October 31, 1998
----------- -------- ------------------------
<S> <C> <C> <C>
With applicable CDSC 5.37%(5.00%CDSC) 13.86% (4.00%CDSC)

29
<PAGE>

Without CDSC % 10.37% 15.80%

<CAPTION>
Class C Shares

30
<PAGE>

<TABLE>

<CAPTION>
Class E Shares

Period December 30, 1996
(effective date of registration)
One Year through October 31, 1998
----------- -------- ------------------------
<S> <C> <C> <C>
With sales charge of 5.00% 5.59% 13.35%
Without sales charge 11.15% 16.56%

<CAPTION>
Class F Shares

<CAPTION>
Class G Shares

Period December 30, 1996
(effective date of registration)
One Year through October 31, 1998
----------- -------- ------------------------
<S> <C> <C> <C>
With sales charge of 4.50% 6.13% 13.77%
Without sales charge 11.13% 16.66%

<CAPTION>
Class H Shares

31
<PAGE>

APPENDIX I
1997

<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)
- ------ -------- ----------
<S> <C> <C>
Donoghue Tax-Free Funds 4.93
Donoghue U.S. Treasury Funds 4.65
Dow Jones & Company Industrial Index 24.87
Lipper Global Funds 13.04
Lipper Growth Funds 25.30
Lipper Growth & Income Funds 27.14
Lipper Mid Cap Funds 19.76
Lipper U.S. Government Money Market Funds 4.90
Lipper Small Cap Funds 20.75
S&P S&P 500 Index 33.35
S&P S&P Utility Index 24.65
S&P Barra Growth 36.38
S&P Barra Value 29.99
S&P Midcap 400 19.00
Morgan Stanley Capital International Pacific Region Funds Ex-Japan (31.00)
Bureau of Labor Statistics Consumer Price Index (Inflation) 1.70
FHLB-San Francisco 11th District Cost-of-Funds Index N/A
Federal Reserve Six-Month Treasury Bill 5.41
Federal Reserve One-Year Constant-Maturity Treasury Rate N/A
Federal Reserve Five-Year Constant-Maturity Treasury Rate N/A
Frank Russell Company Russell 2000(R)Index 22.36
Frank Russell Company Russell 1000(R)Value Index 35.18
Frank Russell Company Russell 1000(R)Growth Index 30.49
Bloomberg NA NA
Credit Lyonnais NA NA
Statistical Abstract of the U.S. NA NA
World Economic Outlook NA NA
</TABLE>

The Russell 2000(R) Index, the Russell 1000(R) Value Index and the Russell
1000(R) Growth Index are each a trademark/service mark of the Frank Russell
Company. Russell(TM) is a trademark of the Frank Russell Company.

<PAGE>

Part C. OTHER INFORMATION

Item 23. Exhibits:

STEIN ROE ADVISOR TAX-MANAGED GROWTH FUND (SRATMGF)

(a) Amendment No. 3 to the Agreement and Declaration of Trust (3)

(b) Amended By-Laws dated 2/16/96 (1)

(c) Form of Specimen of Share Certificate - filed
as Exhibit 4 in Part C, Item 24(b) of
Post-Effective Amendment No. 45 to the
Registration Statement on Form N-1A of Colonial
Trust IV (File Nos. 2-62492 and 811-2865) and
is hereby incorporated by reference and made a
part of this Registration Statement

(d) Form of Management Agreement between Colonial
Trust I, with respect to SRATMGF and Stein Roe
& Farnham Incorporated (2)

(e)(1) Distributor's Contract with Liberty Funds Distributor, Inc.(4)

(e)(2) Form of Selling Agreement with Liberty Funds Distributor, Inc.(4)

(e)(3) Form of Asset Retention Agreement - filed as Exhibit 6(d) in
Part C, Item 24(b) of Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A of Colonial Trust VI
(File Nos. 33-45117 and 811-6529) and is hereby incorporated
by reference and made a part of this Registration Statement

(f) Not applicable

(g)(1) Global Custody Agreement with The Chase Manhattan Bank - filed
as Exhibit 8. in Part C, Item 24(b) of Post-Effective
Amendment No 13 to the Registration Statement on Form N-1A of
Colonial Trust VI (File Nos. 33-45117 and 811-6529) and is
hereby incorporated by reference and made a part of this
Registration Statement

(g)(2) Amendment 1 to Appendix A of Custody Agreement with the Chase
Manhattan Bank filed as Exhibit No. 9.(a)(3) in Part C,
Item 24(b) of Post-Effective Amendment No. 14 to the
Registration Statement on Form N-1A of Colonial Trust VI,
(file Nos. 33-45117 & 811-6529) and is hereby incorporated by
reference and made a part of this Registration Statement

(h)(1) Pricing and Bookkeeping Agreement - filed as Exhibit 9(b) in
Part C, Item 24(b) of Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A of Colonial Trust VI
(File Nos. 33-45117 and 811-6529) and is hereby incorporated
by reference and made a part of this Registration Statement

(h)(2) Amendment to Appendix I of Pricing and Bookkeeping Agreement
- filed as Exhibit (h)(5) in Part C, Item 23 of Post-Effective
Amendment No. 107 to the Registration Statement on Form N-1A
of Colonial Trust III (File Nos. 2-15184 and 811-881) and is
incorporated by reference and made a part of this Registration
Statement

(h)(3) Form of Administration Agreement with Colonial Management
Associates, Inc. (SRATMGF) (2)

(h)(4) Amended and Restated Shareholders' Servicing and Transfer
Agent Agreement as amended - filed as Exhibit No. 9.(b) in
Part C, Item 24(b) of Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A of Colonial Trust VI,
(File Nos. 33-45117 & 811-6529) and is hereby incorporated by
reference and made a part of this Registration Statement

(h)(5) Amendment No. 11 to Schedule A of Amended and Restated
Shareholders' Servicing and Transfer Agent Agreement as
amended - filed as Exhibit (h)(2) in Part C, Item 23 of Post-
Effective Amendment No. 107 to the Registration Statement on
Form N-1A of Colonial Trust III (File Nos. 2-15184 & 811-881)
and is hereby incorporated by reference and made a part of
this Registration Statement

(h)(6) Amendment No. 17 to Appendix I of Amended and Restated
Shareholders' Servicing and Transfer Agent Agreement as
amended - filed as Exhibit (h)(3) in Part C, Item 23 of
Post-Effective Amendment No. 107 to the Registration Statement
on Form N-1A of Colonial Trust III (File Nos. 2-15184 & 811-881)
and is hereby incorporated by reference and made a part of this
Registration Statement

(h)(7) Form of Stein Roe Advisor Tax-Managed Growth Fund Gift Shares
Trust (2)

(h)(8) Credit Agreement - filed as Exhibit 9.(f) in Part C,
Item 24(b) of Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A of Colonial Trust V (File
Nos. 33-12109 & 811-5030) and is hereby incorporated by
reference and made a part of this Registration Statement

(h)(9) Amendment No. 1 to the Credit Agreement - filed as
Exhibit 9(f) in Part C, Item 24(b) of Post-Effective Amendment
No. 99 to the Registration Statement on Form N-1A of Colonial
Trust III (File Nos. 2-15184 and 811-881) and is hereby
incorporated by reference and made a part of this Registration
Statement

(h)(10) Amendment No. 2 to the Credit Agreement - filed as
Exhibit 9(g) in Part C, Item 24(b) of Post-Effective Amendment
No. 99 to the Registration Statement on Form N-1A of Colonial
Trust III (File Nos. 2-15184 and 811-881) and is hereby
incorporated by reference and made a part of this Registration
Statement

(h)(11) Amendment No. 3 to the Credit Agreement - filed as
Exhibit 9(h) in Part C, Item 24(b) of Post-Effective Amendment
No. 99 to the Registration Statement on Form N-1A of Colonial
Trust III (File Nos. 2-15184 and 811-881) and is hereby
incorporated by reference and made a part of this Registration
Statement

(h)(12) Amendment No. 4 to the Credit Agreement - filed as Exhibit (h) in
Part C, Item 24(b) of Post-Effective Amendment No. 102 to the
Registration Statement on Form N-1A of Colonial Trust III (File
Nos. 2-15184 & 811-881) and is hereby incorporated by reference
and made a part of this Registration Statement

(i) Opinion and Consent of Counsel (2)

(j) Consent of Independent Accountants (5)

(k) Not applicable

(l) Not applicable

(m) Distribution Plan adopted pursuant to Section
12b-1 of the Investment Company Act of 1940,
incorporated by reference to the Distributor's
Contract filed as Exhibit (e)(1) hereto

(n)(1) Financial Data Schedule (Class A)(SRATMGF) (5)

(n)(2) Financial Data Schedule (Class B)(SRATMGF) (5)

(n)(3) Financial Data Schedule (Class C)(SRATMGF) (5)

(n)(4) Financial Data Schedule (Class E)(SRATMGF) (5)

(n)(5) Financial Data Schedule (Class F)(SRATMGF) (5)

(n)(6) Financial Data Schedule (Class G)(SRATMGF) (5)

(n)(7) Financial Data Schedule (Class H)(SRATMGF) (5)

(o) Plan pursuant to Rule 18f-3(d) under the
Investment Company Act of 1940 (incorporated
herein as reference to Exhibit (0)
Post-Effective Amendment No. 107 total
Registration Statement of Colonial Trust III,
Registration Nos. 2-15184 and 811-881 filed
with the Commission on or about December 3, 1998)

Power of Attorney for: Robert J. Birnbaum, Tom Bleasdale, John V. Carberry,
Lora S. Collins, James E. Grinnell, Richard W. Lowry, Salvatore Macera,
William E. Mayer, James L. Moody, Jr., John J. Neuhauser, Thomas E. Stitzel,
Robert L. Sullivan and Anne-Lee Verville - filed as Exhibit 18(a) in Part C,
Item 24(b) of Post-Effective Amendment No. 50 to the Registration Statement on
Form N-1A of Colonial Trust IV (File Nos. 2-62492 and 811-2865) and is hereby
incorporated by reference and made a part of this Registration Statement

(1) Incorporated by reference to Post-Effective Amendment No. 40 filed with
the Commission via EDGAR on April 15, 1996.

(2) Incorporated by reference to Post-Effective Amendment No. 41 filed with the
Commission via EDGAR on October 15, 1996

(3) Incorporated by reference to Post-Effective Amendment No. 42 filed with the
Commission via EDGAR on April 22, 1997.

(4) Incorporated by reference to Post-Effective Amendment No. 49 filed with the
Commission via EDGAR on November 20, 1998.

(5) To be filed by Amendment on or before March 1, 1999.

Item 24. Persons Controlled by or under Common Control with Registrant

None

Item 25. Indemnification

See Article VIII of Amendment No. 3 to the Agreement and Declaration
of Trust filed as Exhibit 1 hereto.

Item 26. Business and Other Connections of Investment Adviser

The following sets forth business and other connections of each
director and officer of Stein Roe & Farnham Incorporated.
(see next page):

Stein Roe & Farnham Incorporated (SR&F) is a wholly owned subsidiary of
SteinRoe Services Inc. ("SSI"), which in turn is a wholly owned subsidiary
of Liberty Financial Companies, Inc., which is a majority owned subsidiary of
Liberty Corporate Holdings, Inc., which is a wholly owned
subsidiary of LFC Holdings, Inc., which in turn is a subsidiary of
Liberty Mutual Equity Corporation, which in turn is a subsidiary of
Liberty Mutual Insurance Company. SR&F acts as investment
adviser to individuals, trustees, pension and profit-sharing
plans, charitable organizations, and other investors. In addition
to LFC Utilities Trust, it also acts as investment adviser to other
investment companies having different investment policies.

For a two-year business history of officers and directors of the
Adviser, please refer to the Form ADV of SR&F.

Certain directors and officers of the SR&F also serve and have
during the past two years served in various capacities as
officers, directors, or trustees of SSI and other investment companies
managed by SR&F. (The listed entities are located at One South Wacker Drive,
Chicago, Illinois 60606, except for SteinRoe Variable Investment Trust, which
is located at Federal Reserve Plaza, Boston, MA 02210
and LFC Utilities Trust and Liberty Variable Investment Trust, which are located
at One Financial Center, Boston, MA 02111.) A list of such capacities is
given below.

POSITION FORMERLY
HELD WITHIN
CURRENT POSITION PAST TWO YEARS
------------------- --------------
STEINROE SERVICES INC.
Gary A. Anetsberger Vice President
Kenneth J. Kozanda Vice President; Treasurer
Kenneth R. Leibler Director
C. Allen Merritt, Jr. Director; Vice President
Heidi J. Walter Vice President; Secretary
Hans P. Ziegler Director; President; Chairman

SR&F BASE TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
Thomas W. Butch President Executive V-P;
Trustee
Kevin M. Carome Vice-President; Asst. Secy.
Loren A. Hansen Executive Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President

STEIN ROE INCOME TRUST; STEIN ROE INSTITUTIONAL TRUST; AND
STEIN ROE TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Kevin M. Carome Vice-President; Asst. Secy.
Loren A. Hansen Executive Vice-President
Michael T. Kennedy Vice-President
Stephen F. Lockman Vice-President
Steven P. Luetger Vice-President
Lynn C. Maddox Vice-President
Jane M. Naeseth Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President

STEIN ROE INVESTMENT TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
David P. Brady Vice-President
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Daniel K. Cantor Vice-President
Kevin M. Carome Vice-President; Asst. Secy.
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive Vice-President
James P. Haynie Vice-President
Harvey B. Hirschhorn Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
Arthur J. McQueen Vice-President
Gita R. Rao Vice-President
Michael E. Rega Vice-President
M. Gerard Sandel Vice-President
Gloria J. Santella Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President

STEIN ROE ADVISOR TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
David P. Brady Vice-President
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Daniel K. Cantor Vice-President
Kevin M. Carome Vice-President; Asst. Secy.
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive Vice-President
James P. Haynie Vice-President
Harvey B. Hirschhorn Vice-President
Michael T. Kennedy Vice-President
Stephen F. Lockman Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
Arthur J. McQueen Vice-President
Maureen G. Newman Vice-President
Gita R. Rao Vice-President
Michael E. Rega Vice-President
M. Gerard Sandel Vice-President
Gloria J. Santella Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President

STEIN ROE MUNICIPAL TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Kevin M. Carome Vice-President; Asst. Secy.
Joanne T. Costopoulos Vice-President
Loren A. Hansen Executive Vice-President
Brian M. Hartford Vice-President
William C. Loring Vice-President
Lynn C. Maddox Vice-President
Maureen G. Newman Vice-President
Veronica M. Wallace Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President

STEINROE VARIABLE INVESTMENT TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior Vice-President Treasurer
Thomas W. Butch President
Kevin M. Carome Vice-President; Asst. Secretary
E. Bruce Dunn Vice President
William M. Garrison Vice President
Erik P. Gustafson Vice President
Loren A. Hansen Executive Vice-President
Harvey B. Hirschhorn Vice President
Michael T. Kennedy Vice President
Jane M. Naeseth Vice President
Steven M. Salopek Vice President
William M. Wadden IV Vice President
Heidi J. Walter Vice President
Hans P. Ziegler Executive Vice-President

STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior Vice-President
Thomas W. Butch President; Manager
Kevin M. Carome Vice-President; Asst. Secretary
Loren A. Hansen Executive Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive V-P

STEIN ROE FLOATING RATE INCOME TRUST; STEIN ROE INSTITUTIONAL
FLOATING RATE INCOME TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior Vice-President
Thomas W. Butch President; Trustee
Kevin M. Carome Vice-President; Asst. Secretary
Brian W. Good Vice-President
James R. Fellows Vice-President
Loren A. Hansen Executive Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive V-P

LFC UTILITIES TRUST
Gary A. Anetsberger Vice President
Ophelia L. Barsketis Vice President
Deborah A. Jansen Vice President

LIBERTY VARIABLE INVESTMENT TRUST
Ophelia L. Barsketis Vice President
Deborah A. Jansen Vice President
Kevin M. Carome Vice President

<PAGE>

Item 27 Principal Underwriter
- ------- ---------------------

(a) Liberty Funds Distributor, Inc. (LFDI), a subsidiary of Colonial
Management Associates, Inc., is the Registrant's principal
underwriter. LFDI acts in such capacity for each series of Colonial
Trust I, Colonial Trust II, Colonial Trust III, Colonial Trust IV,
Colonial Trust V, Colonial Trust VI and Colonial Trust VII, Stein Roe
Advisor Trust, Stein Roe Income Trust, Stein Roe Municipal Trust,
Stein Roe Investment Trust and Stein Roe Trust.

(b) The table below lists each director or officer of the principal
underwriter named in the answer to Item 21.

(1) (2) (3)

Position and Offices Positions and
Name and Principal with Principal Offices with
Business Address* Underwriter Registrant
- ------------------ ------------------- --------------

Anderson, Judith V.P. None

Anetsberger, Gary Sr. V.P. None

Babbitt, Debra V.P. and None
Comp. Officer

Ballou, Rick Sr. V.P. None

Balzano, Christine R. V.P. None

Bartlett, John Managing Director None

Blakeslee, James Sr. V.P. None

Blumenfeld, Alex V.P. None

Bozek, James Sr. V.P. None

Brown, Beth V.P. None

Burtman, Tracy V.P. None

Butch, Tom Sr. V.P. None

Campbell, Patrick V.P. None

Chrzanowski, V.P. None
Daniel

Clapp, Elizabeth A. Managing Director None

Conlin, Nancy L. Dir; Clerk Secretary

Davey, Cynthia Sr. V.P. None

Desilets, Marian V.P. Asst. Sec

Devaney, James Sr. V.P. None

DiMaio, Steve V.P. None

Downey, Christopher V.P. None

Emerson, Kim P. Sr. V.P. None

Erickson, Cynthia G. Sr. V.P. None

Evans, C. Frazier Managing Director None

Feldman, David Managing Director None

Fifield, Robert V.P. None

Gauger, Richard V.P. None

Gerokoulis, Sr. V.P. None
Stephen A.

Gibson, Stephen E. Director; Chairman President
of the Board

Goldberg, Matthew Sr. V.P. None

Guenard, Brian V.P. None

Harrington, Tom Sr. V.P. None

Harris, Carla V.P. None

Hodgkins, Joseph Sr. V.P. None

Hussey, Robert Sr. V.P. None

Iudice, Jr., Philip Treasurer and CFO None

Jones, Cynthia V.P. None

Jones, Jonathan V.P. None

Karagiannis, Managing Director None
Marilyn

Kelley, Terry M. V.P. None

Kelson, David W. Sr. V.P. None

Libutti, Chris V.P. None

Martin, Peter V.P. None

McCombs, Gregory Sr. V.P. None

McKenzie, Mary V.P. None

Menchin, Catherine V.P. None

Miller, Anthony V.P. None

Moberly, Ann R. Sr. V.P. None

Morse, Jonathan V.P. None

O'Shea, Kevin Managing Director None

Piken, Keith V.P. None

Place, Jeffrey Managing Director None

Pollard, Brian V.P. None

Predmore, Tracy V.P. None

Quirk, Frank V.P. None

Raftery-Arpino, Linda V.P. None

Reed, Christopher B. Sr. V.P. None

Riegel, Joyce V.P. None

Robb, Douglas V.P. None

Sandberg, Travis V.P. None

Santosuosso, Louise V.P. None

Scarlott, Rebecca V.P. None

Schulman, David Sr. V.P. None

Scoon, Davey Director V.P.

Shea, Terence V.P. None

Sideropoulos, Lou V.P. None

Smith, Darren V.P. None

Soester, Trisha V.P. None

Studer, Eric V.P. None

Sweeney, Maureen V.P. None

Tambone, James CEO None

Tasiopoulos, Lou President None

VanEtten, Keith H. Sr. V.P. None

Wallace, John V.P. None

Walter, Heidi V.P. None

Wess, Valerie Sr. V.P. None

Young, Deborah V.P. None

- --------------------------
* The address for each individual is One Financial Center, Boston, MA
02111.

Item 28. Location of Accounts and Records

Persons maintaining physical possession of accounts,
books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940
and the Rules thereunder include Registrant's
Secretary; Registrant's investment adviser and/or
administrator, Colonial Management Associates, Inc.;
Registrant's principal underwriter, Liberty Funds
Distributor, Inc.; Registrant's transfer and dividend
disbursing agent, Liberty Funds Services, Inc.; and
the Registrant's custodian, The Chase Manhattan Bank.
The address for each person except the Registrant's
Custodian is One Financial Center, Boston, MA 02111.
The custodian's address is 270 Park Avenue, New York,
NY 10017-2070.

Item 29. Management Services
See Item 5, Part A and Item 16, Part B

Item 30. Undertakings
Not Applicable

<PAGE>

******************

NOTICE

A copy of the Agreement and Declaration of Trust, as amended, of Colonial Trust
I is on file with the Secretary of State of the Commonwealth of Massachusetts
and notice is hereby given that the instrument has been executed on behalf of
the Trust by an officer of the Trust as an officer and by its Trustees as
trustees and not individually and the obligations of or arising out of this
instrument are not binding upon any of the Trustees, officers or shareholders
individually but are binding only upon the assets and property of the Trust.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment No. 50 to its Registration Statement under the Securities Act of 1933
and Amendment No. 32 under the Investment Company Act of 1940, to be signed in
this City of Boston, and The Commonwealth of Massachusetts on this 31st
day of December, 1998.

COLONIAL TRUST I

By: STEPHEN E. GIBSON
Stephen E. Gibson, President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment has been signed below by the following persons in their capacities and
on the date indicated.

SIGNATURES TITLE DATE

STEPHEN E. GIBSON President (chief December 31, 1998
- -----------------
Stephen E. Gibson Executive officer)

TIMOTHY J. JACOBY Treasurer and Chief Financial December 31, 1998
- -----------------
Timothy J. Jacoby Officer (principal financial officer)

J. KEVIN CONNAUGHTON Controller and Chief Accounting December 31, 1998
- --------------------
J. Kevin Connaughton Officer (principal accounting officer)

<PAGE>

ROBERT J. BIRNBAUM* Trustee
Robert J. Birnbaum

TOM BLEASDALE* Trustee
Tom Bleasdale

JOHN CARBERRY* Trustee
John Carberry

LORA S. COLLINS* Trustee
Lora S. Collins

JAMES E. GRINNELL* Trustee
James E. Grinnell

RICHARD W. LOWRY* Trustee */s/ WILLIAM J. BALLOU
Richard W. Lowry William J. Ballou
Attorney-in-fact
For each Trustee
SALVATORE MACERA* Trustee December 31, 1998
Salvatore Macera

WILLIAM E. MAYER* Trustee
William E. Mayer

JAMES L. MOODY, JR. * Trustee
James L. Moody, Jr.

JOHN J. NEUHAUSER* Trustee
John J. Neuhauser

THOMAS E. STITZEL* Trustee
Thomas E. Stitzel

ROBERT L. SULLIVAN* Trustee
Robert L. Sullivan

ANNE-LEE VERVILLE* Trustee
Anne-Lee Verville

<PAGE>

Exhibit Index

Exhibit