COLONIAL TRUST I, 485APOS, 1999-03-18

COLONIAL TRUST I
485APOS, 1999-03-18

Previous: COLLAGEN AESTHETICS INC, 10-K/A, 1999-03-18

Next: COLONIAL TRUST III, 497, 1999-03-18

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. 54 / X /

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

Amendment No. 36 / 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).

/ / 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).

/ X / on June 1, 1999 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 Value Fund)
Classes A, B and C
Item Number of Form N-1A Prospectus Location or Caption

Part A

1. Front Cover Page; Back Cover Page

2. The Fund

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. Not Applicable

<PAGE>

STEIN ROE ADVISOR TAX-MANAGED VALUE FUND

CLASSES A, B AND C SHARES

PROSPECTUS, JUNE 1, 1999

Advised by Stein Roe & Farnham Incorporated

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 May Lose Value
Insured No Bank Guarantee

TABLE OF CONTENTS

THE FUND 2

Investment Goal.........................2

Primary Investment Strategies...........2

Primary Investment Risks................2

Your Expenses...........................2

YOUR ACCOUNT 12

How to Buy Shares......................12

Sales Charges..........................13

How to Exchange Shares.................16

How to Sell Shares.....................16

Distribution and Service Fees..........17

Other Information About Your Account...18

MANAGING THE FUND 20

Investment Advisor.....................20

Portfolio Manager......................20

Year 2000 Compliance...................22

<PAGE>
THE FUND

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 before the lower cost basis portion.

INVESTMENT GOAL

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

PRIMARY INVESTMENT STRATEGIES

The Fund invests primarily in large capitalization and middle capitalization
stocks that have at least $1 billion in equity market capitalization at the time
of purchase. The Fund may also invest in foreign securities.

In managing the Fund, the advisor uses a value investment strategy that focuses
on buying stocks cheaply when they are undervalued or "out of favor." The
advisor buys stocks that have attractive current prices, consistent operating
performance and/or favorable future growth prospects. The advisor's strategy
uses fact-based, quantitative analysis supported by fundamental business and
financial analysis.

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 the
principle focus of the Fund and therefore 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 (SAI), which you may obtain by
contacting Liberty Funds Distributor, Inc. (LFD) (see back cover for address and
phone number). Approval by the Fund's shareholders is not required to modify or
change the Fund's goal or investment strategies.

PRIMARY INVESTMENT RISKS

The primary risks of investing in the Fund are described below. There are many
circumstances (that are not described here) which could cause you to lose money
by investing in the Fund or prevent the Fund from achieving its goal.

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.

Value stocks are securities of companies that are generally not expected to
experience significant earnings growth but are stocks that the advisor believes
are undervalued. These companies may have experienced adverse business or
industry developments or may be subject to special risks that have caused the
stocks to be out of favor. If the advisor's assessment of a company's prospects
is wrong, the price of its stock may fall or may not approach the value the
advisor has placed on it.

<PAGE>
THE FUND

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. The liquidity of foreign securities may be more limited than
domestic securities, which means that the Fund may, at times, be unable to sell
foreign securities at desirable prices. Fluctuations in currency exchange rates
may 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 the settlement of transactions; less publicly
available information about companies; the impact of political, social or
diplomatic events; and possible seizure, expropriation or nationalization of the
company or its assets.

<PAGE>
THE FUND

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 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:

- - $10,000 initial investment

- - 5% total return for each year

- - Fund operating expenses remain
the same

- - No expense reductions in effect

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.

SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 5.75 0.00 0.00

Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the
offering price) 1.00(2) 5.00 1.00

Redemption fee(1) (as a percentage of amount
redeemed, if applicable) None None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management fee(3) (%) [1.00] [1.00] [1.00]

Distribution and service (12b-1) fees (%) 0.25 1.00 1.00

Other expenses(3) (%) _.__ _.__ _.__

Total annual fund operating expenses (%) _.__ _.__ _.__

Expense Reimbursement (3)(%) _.__ _.__ _.__

Net Expenses (%) _.__ _.__ _.__
</TABLE>

EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)

<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<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) There is a $7.50 charge for wiring sale proceeds to your bank.

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

(3) The Fund's advisor has agreed to bear the Fund's expenses such that
"Other Expenses" do not exceed _.__% annually. These payments made
by the advisor on behalf of the Fund are subject to reimbursement by
the Fund to the advisor. This will be accomplished by the payment of
an expense reimbursement fee by the Fund to the advisor computed and
paid monthly, with a limitation that immediately after such payment
the Fund's "Other Expenses" will not exceed _.__% annually. This
arrangement terminates on the earlier of (i) the date on which
payments by the Fund equal the prior payment of such reimbursable
expenses by the advisor, or (ii) three years from the date the Fund's
shares are offered for sale. This arrangement may be terminated at
an earlier date by the advisor.

<PAGE>
YOUR ACCOUNT

INVESTMENT MINIMUMS(4)

Initial Investment.............$1,000
Subsequent Investments............$50
Automatic Purchase Plans..........$50
Retirement Plans .................$25

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.

OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR BUYING SHARES:

METHOD INSTRUCTIONS

Through your Your financial advisor can help you establish your account
financial advisor and buy Fund shares on your behalf.

By check For new accounts, send a completed application and check
(new account) made 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 LOI 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 acquire shares by exchanging shares you own in one
fund for shares of the same 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 You may purchase shares by electronically transferring
funds transfer money from your bank account to your fund account by
(EFT) calling 1-800-422-3737. Your money may take up to two
business days to be invested. 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
investment plan automatically from your bank account to your fund account.
You can select a pre-authorized amount to be sent via EFT.
Be sure to complete the appropriate section of the
application for this feature.

By dividend You may automatically invest dividends distributed by one
diversification fund 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.

(4) 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

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 be made only 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 also offers an additional class of shares, Class Z shares, exclusively
to certain institutional investors. Class Z shares are made available through a
separate prospectus provided to eligible institutional investors.

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 SAI.

CLASS A SHARES Your purchases of Class A shares generally are at the Public
Offering Price. 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 table below. The table below also shows
the commission paid to the financial advisor firm on sales of Class A shares.

THE FUND

<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE INVESTMENT ADVISOR FIRM
<S> <C> <C> <C>
Less than $50,000 5.75 6.10 5.00

$50,000 to less than $100,000 4.50 4.71 3.75

$100,000 to less than $250,000 3.50 3.63 2.75

$250,000 to less than $500,000 2.50 2.56 2.00

$500,000 to less than $1,000,000 2.00 2.04 1.75

$1,000,000 or more(5) 0.00 0.00 0.00
</TABLE>

(5) 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

UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES

Certain investments in Class A, B and C shares are subject to a 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. For purposes of calculating the CDSC, the start of the
holding period is the month-end of the month in which the purchase is made.
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 first 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.

CLASS A SHARES For Class A share purchases of $1 million or more, financial
advisors receive a commission from the Fund's distributor, 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(6)
</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 your
purchase. 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), which is the
value of a fund share excluding any sales charges. See the SAI 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 imposed only 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 up-front commission of
5.00% on sales of Class B shares.

THE FUND

<TABLE>
<CAPTION>
HOLDING PERIOD AFTER PURCHASE % DEDUCTED WHEN
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>

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

<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 up-front
commission of 1.00% on sales of Class C shares.

THE 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
distributed by LFD 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.

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 New
York Stock Exchange (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 (i) your letter has complete instructions, the proper signatures and
signature guarantees, (ii) you have included any certificates for shares to be
sold, and (iii) any other required documents are attached. For additional
documents required for sales by corporations, agents, fiduciaries and surviving
joint owners, please call 1-800-345-6611. 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.

<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
financial advisor order. To receive the current trading day's price, your
financial advisor firm must receive your request prior to
the close of the NYSE, usually 4:00 p.m. Eastern time.
- --------------------------------------------------------------------------------
By exchange You or your financial advisor may sell shares by
exchanging from the 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 or your financial advisor 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 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. [The Distributor has voluntarily agreed to waive a portion of the Class
__ share distribution fee so that it does not exceed _.__% annually.] Over time,
these fees will increase the cost of your shares and may cost you more than
paying other types of sales charges.(7)

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

<PAGE>
YOUR ACCOUNT

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 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 (plus 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 prices of many share classes for the Fund 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 Fund's 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 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 returned them to LFD.

<PAGE>
YOUR ACCOUNT

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.

DIVIDENDS, DISTRIBUTIONS, AND TAXES The Fund has the potential to make the
following distributions:

TYPES OF DISTRIBUTIONS

<TABLE>
<S> <C>
Dividend/Ordinary Represents interest and dividends earned from securities held
income by the Fund.
- --------------------------------------------------------------------------------
Capital gains Represents capital gains on sales of securities.
</TABLE>

DISTRIBUTION OPTIONS The Fund distributes dividends and capital gains at least
annually. You can choose one of following options for these distributions when
you open your account.(8) To change your distribution option call
1-800-345-6611.

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(9)
-------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(9)

- - send the check to your address of record
- - send the check to a third party address
- - transfer the money to your bank via 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 long-term capital gains are generally
taxable as capital gains. You will be provided with information each year
regarding the amount of ordinary income and capital gains distributed to you for
the previous year and any portion of your distribution which is exempt from
state and local 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. Such transactions may be subject to federal income tax.

(8) 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.

(9) 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.

<PAGE>
MANAGING THE FUND

INVESTMENT ADVISOR

Stein Roe & Farnham Incorporated (Stein Roe), located at 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 April 30, 1999, Stein
Roe managed over $xx billion in assets.

Stein Roe's mutual funds and institutional investment advisory business is
managed together with that of its affiliate, Colonial Management Associates,
Inc. (Colonial), by a combined management team of employees from both companies.
Colonial also shares personnel, facilities and systems with Stein Roe that may
be used in providing administrative services to the Fund. Both Stein Roe and
Colonial are subsidiaries of Liberty Financial Companies, Inc.

The Fund pays Stein Roe and advisory fee of [1.00%] of the Fund's average daily
net assets.

Stein Roe can use the services of AlphaTrade Inc., an affiliated broker-dealer,
when buying or selling equity securities for the Fund's portfolio, pursuant to
procedures adopted by the Board of Trustees.

PORTFOLIO MANAGER

SCOTT SCHERMERHORN, Senior Vice President of the advisor, has managed the Fund
since its inception. Prior to joining the advisor in October, 1998, Mr.
Schermerhorn was head of the value investment team at Federated Investors from
1996 to 1998. While at Federated, he managed American Leader Fund, Federated
Stock Trust, Federated Stock and Bond Fund as well as other institutional
accounts. Prior to 1996, Mr. Schermerhorn was a member of the growth and income
team at J&W Seligman.

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 working with vendors who furnish services, software and
systems to the Fund, 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.

<PAGE>
NOTES

<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 will contain 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 SAI for more information on the Fund and the securities
in which it 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 review and copy information about the Fund by visiting the following
location and you can obtain copies, upon payment of a duplicating fee, by
writing or calling the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.

INVESTMENT COMPANY ACT FILE NUMBER:

Liberty Trust I: 811-2214
- - Stein Roe Advisor Tax-Managed Value Fund

[LIBERTY LOGO]
COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (C) 1999
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com

<PAGE>

COLONIAL TRUST I

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

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. Not Applicable

<PAGE>

STEIN ROE ADVISOR TAX-MANAGED VALUE FUND

CLASS Z SHARES

PROSPECTUS, JUNE 1, 1999

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 clients of investment
advisor affiliates of LFD provided that the clients meet certain criteria
established by LFD and its affiliates.

Not FDIC May Lose Value
Insured No Bank Guarantee

TABLE OF CONTENTS

THE FUND 2

Investment Goal.........................2

Primary Investment Strategies...........2

Primary Investment Risks................2

Your Expenses...........................6

YOUR ACCOUNT 7

How to Buy Shares.......................7

Sales Charges...........................8

How to Exchange Shares..................8

How to Sell Shares......................8

Other Information About Your Account...10

MANAGING THE FUND 12

Investment Advisor.....................12

Portfolio Manager......................12

Year 2000 Compliance ..................14

<PAGE>
THE FUND

UNDERSTANDING TAX-MANAGED INVESTING

INVESTMENT GOAL

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

PRIMARY INVESTMENT STRATEGIES

In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore 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 (SAI), which you may obtain by
contacting LFD (see back cover for address and phone number). Approval by the
Fund's shareholders is not required to modify or change the Fund's goal or
investment strategies.

PRIMARY INVESTMENT RISKS

<PAGE>
THE FUND

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 fees, brokerage costs, and administrative costs including pricing and
custody services.

- - $10,000 initial investment

- - 5% total return for each year

- - Fund operating expenses remain the same

- - No expense reductions in effect

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.

SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)

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

Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the
offering price) 0.00

Redemption fee(1) (as a percentage of amount
redeemed, if applicable) None
</TABLE>

ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS A
<S> <C>
Management fee (%) [1.00]

Distribution and service (12b-1) fees (%) 0.00

Other expenses (%) _.__

Total annual fund operating expenses (%) _.__

Expense Reimbursement(2)(%) _.__

Net Expenses (%) _.__
</TABLE>

EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)

<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class Z $_,___ $_,___ $_,___ $_,___
</TABLE>

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

(2) The Fund's advisor has agreed to bear the Fund's expenses such that
"Other Expenses" do not exceed _.__% annually. These payments made
by the advisor on behalf of the Fund are subject to reimbursement by
the Fund to the advisor. This will be accomplished by the payment of
an expense reimbursement fee by the Fund to the advisor computed and
paid monthly, with a limitation that immediately after such payment
the Fund's "Other Expenses" will not exceed _.__% annually. This
arrangement terminates on the earlier of (i) the date on which
payments by the Fund equal the prior payment of such reimbursable
expenses by the advisor, or (ii) three years from the date the Fund's
shares are offered for sale. This arrangement may be terminated at
an earlier date by the advisor.

<PAGE>
YOUR ACCOUNT

HOW TO BUY SHARES

OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR BUYING SHARES:

METHOD INSTRUCTIONS

Through your Your financial advisor can help you establish your account
financial advisor and buy Fund shares on your behalf.

By check For new accounts, send a completed application and check
(new account) made payable to the Fund to the transfer agent, Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.

By exchange You may acquire shares by exchanging shares you own in one
fund for shares of the same class of the Fund or Class A
of another Fund at no additional cost. To exchange by
telephone, call 1-800-422-3737.

By electronic funds You may purchase shares by electronically transferring
transfer (EFT) money from your bank account to your fund account by
calling 1-800-422-3737. Your money may take up to two
business days to be invested. You must set up this feature
prior to your telephone request. Be sure to complete the
appropriate section of the application.

<PAGE>
YOUR ACCOUNT

CHOOSING A SHARE CLASS

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

The Fund also offers three additional classes of shares -- Class A, B and C
shares are available through a separate prospectus. 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. Based on your personal situation, your
investment advisor can help you decide which class of shares makes the most
sense for you.

SALES CHARGES

Your purchases of Class Z shares generally are at net asset value (NAV), which
is the value of a Fund share excluding any sales charge and are not subject to
an initial sales charge when you purchase, or a contingent deferred sales charge
(CDSC) 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 clients of
investment advisor affiliates of LFD provided that the 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
distributed by LFD 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.

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 New
York Stock Exchange (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 (i) your letter has complete instructions, the proper signatures and
signature guarantees and (ii) any other required documents are attached. For
additional documents required for sales by corporations, agents, fiduciaries and
surviving joint owners, please call 1-800-345-6611. Retirement Plan accounts
have special requirements, please call 1-800-799-7526 for more information.

<PAGE>
YOUR ACCOUNT

OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:

METHOD INSTRUCTIONS

Through your You may call your financial advisor to place your sell
financial advisor order. To receive the current trading day's price, your
financial advisor firm must receive your request prior to
the close of the NYSE, usually 4:00 p.m. Eastern time.

By exchange You or your financial advisor may sell shares by
exchanging from the 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 or your financial advisor 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 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.

<PAGE>
YOUR ACCOUNT

OTHER INFORMATION ABOUT YOUR ACCOUNT

HOW THE FUND'S SHARE PRICE IS DETERMINED The price of 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 total net assets
attributable to Class Z shares 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.

SHARE CERTIFICATES Share certificates are not available for Class Z shares.

<PAGE>
YOUR ACCOUNT

UNDERSTANDING FUND DISTRIBUTIONS

DIVIDENDS, DISTRIBUTIONS, AND TAXES The Fund has the potential to make the
following distributions:

TYPES OF DISTRIBUTIONS

Dividend/Ordinary Represents interest and dividends earned from securities
income held by the Fund.
- ----------------- --------------------------------------------------------
Capital gains Represents capital gains on sales of securities.

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.(3) To change your distribution option call
1-800-345-6611.

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(4)
Receive all distributions in cash (with one of the following options):(4)

- - send the check to your address of record

- - send the check to a third party address

- - transfer the money to your bank via EFT

(3) 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.

(4) 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.

<PAGE>
MANAGING THE FUND

INVESTMENT ADVISOR

The Fund pays Stein Roe and advisory fee of [1.00%] of the Fund's average daily
net assets.

PORTFOLIO MANAGER

YEAR 2000 COMPLIANCE

<PAGE>
NOTES

<PAGE>
FOR MORE INFORMATION

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

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.

INVESTMENT COMPANY ACT FILE NUMBER:

Liberty Trust I: 811-2214

- - Stein Roe Advisor Tax-Managed Value Fund

<PAGE>

COLONIAL TRUST I

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

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

Part B

10. Cover Page; Table of Contents

11. Organization and History

12. Investment Policies; Additional
Information Concerning
Investment Practices

13. Management of the Fund

14. Management of the Fund

15. Management of the Fund

16. Management of the Fund

17. Management of the Fund

18. How to Buy Shares; Special
Purchase Programs/Investor
Services; Programs for Reducing or
Eliminating Sales Charges; How to
Sell Shares; How to Exchange
Shares; Determination of Net Asset
Value

19. Taxes

20. Management of the Fund

21. Performance Measures and
Information

22. Not Applicable

<PAGE>

STEIN ROE ADVISOR TAX-MANAGED VALUE FUND
Statement of Additional Information
June 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 Value 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 June 1, 1999. This SAI should be read together with a Prospectus.
Investors may obtain a free copy of a Prospectus from Liberty Funds Distributor,
Inc., One Financial Center, Boston, MA 02111-2621.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE

<S> <C>
Definitions 2
Organization and History 2
Investment Policies 2
Additional Information Concerning Investment Practices 3
Taxes 10
Management of the Fund 12
Determination of Net Asset Value 19
How to Buy Shares 20
Special Purchase Programs/Investor Services 20
Programs for Reducing or Eliminating Sales Charges 21
How to Sell Shares 23
How to Exchange Shares 24
Suspension of Redemptions 24
Shareholder Liability 25
Shareholder Meetings 25
Performance Measures and Information 25
Appendix I 27
</TABLE>

<PAGE>
DEFINITIONS

<TABLE>
<S> <C>
"Trust" Colonial Trust I
"Fund" Stein Roe Advisor Tax-Managed Value Fund
"Administrator" Colonial Management Associates, Inc., the Fund's
administrator
"LFD" 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
</TABLE>

ORGANIZATION AND HISTORY

The Trust is a Massachusetts business trust organized in 1985. The Fund
represents the entire interest in a separate portfolio of the Trust.

The Trust is not required to hold annual shareholder meetings, but special
meetings may be called for certain purposes. Shareholders receive one vote for
each Fund share. Shares of the Fund and any other series of the Trust that may
be in existence from time to time generally vote together except when required
by law to vote separately by fund or by class. Shareholders owning in the
aggregate ten percent of Trust shares may call meetings to consider removal of
Trustees. Under certain circumstances, the Trust will provide information to
assist shareholders in calling such a meeting.

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.

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

ADDITIONAL INFORMATION CONCERNING CERTAIN INVESTMENT PRACTICES

Additional information concerning certain of the Fund's investments and
investment practices is set forth below.

FOREIGN SECURITIES

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

The Fund may invest in certain Passive Foreign Investment Companies (PFICs)
which may be subject to U.S. federal income tax on a portion of any "excess
distribution" or gain (PFIC tax) related to the investment. This "excess
distribution" will be allocated over the Fund's holding period for such
investment and the PFIC tax is the highest ordinary income rate in effect for
any period multiplied by the portion of the "excess distribution" allocated to
such period, 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

<PAGE>
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 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

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

RISK FACTORS IN OPTIONS TRANSACTIONS. The successful use of the Fund's options
strategies depends on the ability of the 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 option 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 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.

<PAGE>
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.

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

<PAGE>
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 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.

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

FOREIGN CURRENCY TRANSACTIONS

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

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

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

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

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

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

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

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

CURRENCY FORWARD AND FUTURES CONTRACTS. Upon entering into such contracts, in
compliance with the SEC's requirements, 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

<PAGE>
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 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.

<PAGE>
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

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 (that is, the excess of net
gains from capital assets held for more than one year over net losses from
capital assets held for not more than one year) will be taxable to shareholders
as such, regardless of how long a shareholder has held the shares in the Fund.
In general, any distributions of net capital gains will be taxed at a rate of
20%.

Distributions will be taxed as described above whether received in cash or in
fund shares. Dividends and distributions on the Fund's shares are generally
subject to federal income tax as described herein to the extent they do not
exceed the Fund's realized income and gains, even though such dividends and
distributions may economically represent a return of a particular shareholder's
investment. Such distributions are likely to occur in respect of shares
purchased at a time when the Fund's net asset value reflects gains that are
either unrealized, or realized but not distributed. Such realized gains may be
required to be distributed even when the Fund's net asset value also reflects
unrealized losses.

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.

<PAGE>
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 generally 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; and (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, convert
long-term capital gains into short-term capital gains 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.

SECURITIES ISSUED AT A DISCOUNT. The Fund's investment in securities issued at a
discount and certain other obligations will (and investments in securities
purchased at a discount may) require the Fund to accrue and distribute income
not yet received. In such cases, the Fund may be required to sell assets
(including when it is not advantageous to do so) to generate the cash necessary
to distribute as dividends to its shareholders all of its income and gains and
therefore to eliminate any tax liability at the Fund level.

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
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,
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 not a deduction) for such
foreign taxes.

<PAGE>
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 be able to 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. Alternatively, the Fund 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) in order to meet its
distribution requirement, which also may accelerate the recognition of gain and
affect the Fund's total return.

MANAGEMENT OF THE FUND

Each of the Advisor, the Administrator, LFSI and LFD 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 Management Corporation,
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.

TRUSTEES AND OFFICERS

<TABLE>
<CAPTION>
Name and Address Age Position with Fund Principal Occupation
- ---------------- --- ------------------ --------------------

<S> <C> <C> <C>
Robert J. Birnbaum 71 Trustee Consultant (formerly Special Counsel,
313 Bedford Road Dechert Price & Rhoads from September,
Ridgewood, NJ 07450 1988 to December, 1993, President, 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
Wilderness Country and Chief Executive Officer, Shore Bank
Club & Trust Company from 1992-1993), is a
102 Clubhouse Drive Director of The Empire Company since
#275 June, 1995.
Naples, FL 34105

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

Lora S. Collins 63 Trustee Attorney (formerly Attorney, Kramer,
1175 Hill Road Levin, Naftalis & Frankel from
Southold, NY 11971 September, 1986 to November, 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
26 Little Neck Lane Vice President, Itek Corp. and
New Seabury, MA 02649 President, Itek Optical & Electronic
Industries, Inc. (electronics)).
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Name and Address Age Position with Fund Principal Occupation
- ---------------- --- ------------------ --------------------

<S> <C> <C> <C>
William E. Mayer* 58 Trustee Partner, Development Capital, LLC
500 Park Avenue, 5th (formerly Dean, College of Business and
Floor 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
16 Running Tide Road Board, Hannaford Bros. Co. from May,
Cape Elizabeth, ME 1984 to May, 1997, and Chief Executive
04107 Officer, Hannaford Bros. Co. from May,
1973 to May, 1992).

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

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

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

Anne-Lee Verville 53 Trustee Consultant (formerly General Manager,
359 Stickney Hill Road Global Education Industry from 1994 to
Hopkinton, NH 03229 1997, and President, Applications
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
COGRA LLP (COGRA) (formerly 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 Treasurer and Chief Financial Officer
and Chief of Colonial Funds since October, 1996
Financial (formerly Chief Accounting Officer
Officer and Controller from October, 1997 to
February, 1998), is Senior Vice
President of the Administrator since
September, 1996; Vice President, Chief
Financial Officer and Treasurer of
COGRA since December 1998 (formerly
Vice President, Chief Financial
Officer and Treasurer of TCG);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).
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Name and Address Age Position with Fund Principal Occupation
- ---------------- --- ------------------ --------------------

J. Kevin Connaughton 34 Controller Controller and Chief Accounting Officer
and Chief of Colonial Funds since February, 1998,
Accounting Vice President of the Administrator
Officer 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 Vice President of Colonial Funds since
President 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, 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); (formerly
Partner, Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo from June, 1990 to
June, 1994.
</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.

The Trustees have the authority to convert the Fund into 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 objectives, 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.

<PAGE>
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>
Total Compensation From Fund
Complex Paid To The Trustees
For The
Trustee Calendar Year Ended December 31, 1998(b)
- ------- ----------------------------------------
<S> <C>
Robert J. Birnbaum(c) $ 99,429
Tom Bleasdale(c) 115,000(e)
John Carberry(f)(g) N/A
Lora S. Collins(c) 97,429
James E. Grinnell(c) 103,071
William D. Ireland, Jr.(i) 35,333
Richard W. Lowry(c) 98,214
Salvatore Macera(j) 25,250
William E. Mayer(c) 99,286
James L. Moody, Jr.(c) 105,857(l)
John J. Neuhauser(c) 105,323
George L. Shinn(i) 31,334
Thomas E. Stitzel(j) 25,250
Robert L. Sullivan(c) 104,100
Anne-Lee Verville(c)(f) 23,445(m)
Sinclair Weeks, Jr.(i) 34,333
</TABLE>

(a) The Funds do not currently offer pension or retirement plan benefits to
Trustees.

(b) At December 31, 1998, the complex consisted of 47 open-end and 5 closed-end
management investment company portfolios in the Colonial Funds (Colonial
Funds) and 9 open-end management investment portfolios in the Liberty
Variable Investment Trust (LVIT) (together, the Fund Complex).

(d) Includes $641 payable in later years as deferred compensation.

(e) Includes $52,000 payable in later years as deferred compensation.

(f) Elected by the trustees of the closed-end Colonial Funds on June 18, 1998
and by the shareholders of the open-end Colonial Funds on October 30, 1998.

(g) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial Companies, Inc. (Liberty Financial).

(h) Includes $2 payable in later years as deferred compensation.

(i) Retired as a Trustee of the Trust on April 24, 1998.

(j) Elected by the shareholders of the open-end Colonial Funds on October 30,
1988, and by the Trustees of the closed-end Colonial Funds on December 17,
1998.

(k) Total compensation of $1,270 for the fiscal year ended October 31, 1998,
will be payable in later years as deferred compensation.

(l) Total compensation of $105,857 for the calendar year ended December 31,
1998 will be payable in later years as deferred compensation.

(m) Total compensation of $23,445 for the calendar year ended December 31, 1998
will be payable in later years as deferred compensation.

<PAGE>
For the fiscal year ended December 31, 1998, the Trustees received the following
compensation 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 All-Star Funds):

<TABLE>
<CAPTION>
Total Compensation From
Liberty All-Star Funds For
The Calendar Year Ended
Trustee December 31, 1998(n)
- ------- --------------------------

<S> <C>
Robert J. Birnbaum $25,000
John E. Carberry(g)(o) N/A
James E. Grinnell 25,000
Richard W. Lowry 25,000
William E. Mayer(p) 14,000
John J. Neuhauser(q) 25,000
</TABLE>

(n) The Liberty All-Star Funds are advised by Liberty Asset Management Company
(LAMCO). LAMCO is an indirect wholly-owned subsidiary of Liberty Financial
(an intermediate parent of the Advisor).

(o) Elected by the trustees of the Liberty All-Star Funds on June 30, 1998.

(p) Elected by the shareholders of the Liberty All-Star Equity Funds on April
22, 1998 and by the trustees of the Liberty All-Star Growth Fund, Inc. on
December 17, 1998

(q) Elected by the shareholders of the Liberty All-Star Funds on April 22,
1998.

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 $29.7
billion in assets: over $11.1 billion in equities and over $18.6 billion in
fixed-income securities (including $1.1 billion in municipal securities). The
$29.7 billion in managed assets included over $8.9 billion held by open-end
mutual funds managed by the Advisor (approximately 14% of the mutual fund assets
were held by clients of the Advisor). These mutual funds were owned by over
293,000 shareholders. The $8.9 billion in mutual fund assets included over $685
million in over 44,000 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 7,500
companies. The Advisor also monitors over 1,400 issues via a proprietary credit
analysis system. At December 31, 1998, the Advisor employed 18 research analysts
and 54 account managers. The average investment-related experience of these
individuals was 17 years.

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

<PAGE>
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.

The Advisor may use the services of AlphaTrade, Inc. (ATI), a registered
broker-dealer subsidiary of the Administrator, when buying or selling equity
securities for the Fund's portfolio pursuant to procedures adopted by the
Trustees and 1940 Act Rule 17e-1. Under the Rule, the Advisor must ensure that
commissions the Fund pays ATI on portfolio transactions are reasonable and fair
compared to commissions received by other broker-dealers in connection with
comparable transactions involving similar securities being bought or sold at
about the same time. The Advisor will report quarterly to the Trustees on all
securities transactions placed through ATI so that the Trustees may consider
whether such trades complied with these procedures and the Rule. ATI employs
electronic trading methods by which it seeks to obtain best price and execution
for the Fund, and will use a clearing broker to settle trades.

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

<PAGE>
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

LFD is the principal underwriter of the Fund's shares. LFD 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 four classes of shares - Class A, Class B, Class C 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 LFD service and distribution fees
at the annual rates described in the Prospectus. LFD 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 LFD's expenses, LFD may realize a profit from the fees. The Plans
authorize any other payments by the Fund to LFD 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 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.

<PAGE>
CUSTODIAN OF THE FUND

The Chase Manhattan Bank, located at 270 Park Avenue, New York, NY 10017-2070,
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, located at 160 Federal Street, Boston, MA
02110-2624, 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.

OWNERSHIP OF THE FUND

At May 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, May 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 Z

<S> <C> <C> <C> <C>
Name -0- -0- -0- -0-
Address ( %) ( %) ( %) ( %)
</TABLE>

<TABLE>
<CAPTION>
Class A Class B Class C Class Z
<S> <C> <C> <C> <C>
Name -0- -0- -0- -0-
Address ( %) ( %) ( %) ( %)
</TABLE>

At June 1, 1999, there were [ ] Class A, [ ] Class B, [ ] Class C and [ ] Class
Z shareholders of record.

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, ) 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

<PAGE>
time required to collect and process trading information as to large numbers of
securities issues, the values of certain securities (such as convertible bonds,
U.S. government securities, and tax-exempt securities) are determined based on
market quotations collected earlier in the day at the latest practicable time
prior to the close of the Exchange. Occasionally, events affecting the value of
such securities may occur between such times and the close of the Exchange which
will not be reflected in the computation of the Fund's NAV. If events materially
affecting the value of such securities occur during such period, then these
securities will be valued at their fair value following procedures approved by
the Fund's Trustees.

HOW TO BUY SHARES

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

The Fund will accept unconditional orders for shares to be executed at the
public offering price based on the NAV per share next determined after the order
is placed in good order. The public offering price is the NAV plus the
applicable sales charge, if any. In the case of orders for purchase of shares
placed through FSFs, the public offering price will be determined on the day the
order is placed in good order, but only if the FSF receives the order prior to
the time at which shares are valued and transmits it to the Fund before the Fund
processes that day's transactions. If the FSF fails to transmit before the Fund
processes that day's transactions, the customer's entitlement to that day's
closing price must be settled between the customer and the FSF. If the FSF
receives the order after the time at which the Fund values its shares, the price
will be based on the NAV determined as of the close of the Exchange on the next
day it is open. If funds for the purchase of shares are sent directly to 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, LFD'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 LFD 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 LFD may from time to time reallow additional
amounts to all or certain FSFs. LFD generally retains some or all of any
asset-based sales charge (distribution fee) or contingent deferred sales
charges. Such charges generally reimburse LFD 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 LFD.

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 or Z 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. Pre-authorized 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 LFD 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 LFD.

TAX-SHELTERED RETIREMENT PLANS. (CLASSES A, B AND C ONLY) LFD 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. Investors Bank & Trust Company is the Trustee
of LFD prototype plans and charges a $15 annual fee. Detailed information
concerning these Retirement Plans and copies of the Retirement Plans are
available from LFD.

<PAGE>
Participants in non-LFD prototype Retirement Plans (other than IRAs) also are
charged a $15 annual fee unless the plan maintains an omnibus account with LFSI.
Participants in LFD 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 CDSC. The fee will not
apply if the participant uses the proceeds to open a LFD 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 only). Reduced sales
charges on Class A 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).

LFD 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 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 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 LFD the excess commission previously paid
during the thirteen-month period.

If the amount of the Statement is not purchased, the shareholder shall remit to
LFD 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 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.

<PAGE>
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 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 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, LFD 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 LFD; and such persons' families and their beneficial
accounts.

SPONSORED ARRANGEMENTS. Class A 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 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 LFD 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 AND C 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.

<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
LFD for at least two years.

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)

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 and
C 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 and C share account may do so but
will be subject to a CDSC ranging from 1% to 5% of the excess over 12%. If a
shareholder wishes to participate in a SWP, the shareholder must elect to have
all of the shareholder's income dividends and other distributions payable in
shares of the Fund rather than in cash.

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

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

<PAGE>
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 LFD 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 LFD (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 LFD 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 LFD (with
certain exceptions). The prospectus of each fund distributed by LFD 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 LFD 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
LFD 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 generally a capital sale transaction for federal income tax
purposes. The exchange privilege may be revised, suspended or terminated at any
time.

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.

<PAGE>
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 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.

<PAGE>
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, LFD 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, Disclosure
Incorporated, Bloomberg and Ibbotson..

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
Value(TM) 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 LFD, 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.

<PAGE>
APPENDIX I
1998

<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)
- ------ -------- ----------

<S> <C> <C>
CREDIT SUISSE FIRST BOSTON:
First Boston High Yield 0.58

LIPPER, INC.:
AMEX Composite Index P 0.64
AMEX Computer Tech IX P 81.46
AMEX Institutional IX P 37.59
AMEX Major Market IX P 18.32
Aust Crdtstlt:Osh IX P N/A
Bse Sensex Index 16.50
CAC 40:FFR IX P 31.47
CD Rate 1 Month Index Tr 5.61
CD Rate 3 Month Index Tr 5.59
CD Rate 6 Month Index Tr 5.58
Consumer Price Index 1.61
Copnhgn SE:Dkr IX P N/A
DAX:Dm IX Tr 17.71
Dow Jones 65 Comp Av P 10.10
Dow Jones Ind Average P 16.10
Dow Jones Ind Dly Reinv 18.13
Dow Jones Ind Mth Reinv 18.15
Dow Jones Trans Av P 3.29
Dow Jones Trans Av Tr 0.02
Dow Jones Util Av P 14.37
Dow Jones Util Av Tr 18.88
FT-SE 100:Pd IX P 14.55
Hang Seng:Hng Kng $ IX 6.29
Jakarta Composite Index N/A
Jasdaq Index:Yen P N/A
Klse Composite Index -1.40
Kospi Index N/A
Lear High Growth Rate IX 1.53
Lear Low Priced Value IX -1.52
Lehman 1-3 Govt/Corp Tr 6.96
Lehman Aggregate Bd P 2.03
Lehman Aggregate Bd Tr 8.69
Lehman Cp Bd Int Tr 8.29
Lehman Govt Bd Int P 1.99
Lehman Govt Bd Int Tr 8.49
Lehman Govt Bd Long P 6.59
Lehman Govt Bd Long Tr 13.41
Lehman Govt Bd P 3.27
Lehman Govt Bd Tr 9.85
Lehman Govt/Cp Bd P 2.70
Lehman Govt/Cp Bd Tr 9.47
Lehman Govt/Cp Int P 1.78
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)
- ------ -------- ----------

<S> <C> <C>
LIPPER, INC.:
Lehman Govt/Cp Int Tr 8.44
Lehman High Yield P -6.46
Lehman High Yield Tr 1.60
Lehman Muni 10 Yr IX Tr 6.76
Lehman Muni 3 Yr IX Tr 5.21
Lehman Muni Bond IX Tr 6.48
Lehman 7-Year Muni Bond 6.23
ML 0-3 Yr Muni IX P 0.02
ML 0-3 Yr Muni IX Tr 5.01
ML 1-3 Yr Treasury IX P 0.60
ML 1-3 Yr Treasury IX Tr 7.00
ML 1-5 Yr Gv/Cp Bd IX P 1.12
ML 1-5 Yr Gv/Cp Bd IX Tr 7.68
ML 1-5 Yr Treasury IX P 1.32
ML 1-5 Yr Treasury IX Tr 7.74
ML 10+ Yr Treasury IX Tr 13.55
ML 15 Yr Mortgage IX P 0.85
ML 15 Yr Mortgage IX Tr 7.30
ML 3-5 Yr Govt IX P 2.40
ML 3-5 Yr Govt IX Tr 8.87
ML Corp Master Index P 1.47
ML Corp Master Index Tr 8.72
ML Glbl Govt Bond Inx P 7.71
ML Glbl Govt Bond Inx Tr 14.12
ML Glbl Gv Bond IX II P 8.32
ML Glbl Gv Bond IX II Tr 14.97
ML Global Bond Index P 6.07
ML Global Bond Index Tr 12.78
ML Gov Corp Master IX P 2.69
ML Gov Corp Master IX Tr 9.53
ML Govt Master Index P 3.17
ML Govt Master Index Tr 9.85
ML High Yld Master IX P -5.59
ML High Yld Master IX Tr 3.66
ML Mortgage Master IX P 0.68
ML Mortgage Master IX Tr 7.19
ML Treasury Master IX P 3.35
ML Treasury Master IX Tr 10.03
MSCI AC Americas Free GD 25.77
MSCI AC Americas Free ID 23.77
MSCI AC Asia Fr-Ja IX GD -7.79
MSCI AC Asia Fr-Ja IX ID -10.27
MSCI AC Asia Pac - Ja GD -4.77
MSCI AC Asia Pac - Ja ID -7.30
MSCI AC Asia Pac Fr-J GD -4.42
MSCI AC Asia Pac Fr-J ID -7.12
MSCI AC Asia Pac IX GD 2.03
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)
- ------ -------- ----------
<S> <C> <C>
LIPPER, INC.:
MSCI AC Asia Pac IX ID 0.53
MSCI AC Europe IX GD 27.18
MSCI AC Europe IX ID 24.84
MSCI AC Fe - Ja IX GD -4.83
MSCI AC Fe - Ja IX ID -7.16
MSCI AC Fe Fr-Ja IX GD -4.82
MSCI AC Fe Fr-Ja IX ID -7.39
MSCI AC Fe Free IX GD 3.38
MSCI AC Fe Free IX ID 2.07
MSCI AC Pac Fr-Jpn IX GD -2.07
MSCI AC Pac Fr-Jpn IX ID -4.86
MSCI AC World Fr-USA GD 14.46
MSCI AC World Fr-USA ID 12.36
MSCI AC World Free IX GD 21.97
MSCI AC World IX GD 21.72
MSCI AC World IX ID 19.69
MSCI AC World-USA IX GD 14.09
MSCI AC Wrld Fr-Ja IX GD 24.09
MSCI AC Wrld Fr-Ja IX ID 21.93
MSCI AC Wrld-Ja IX GD 23.80
MSCI AC Wrld-Ja IX ID 21.64
MSCI Argentina IX GD -24.30
MSCI Argentina IX ID -27.30
MSCI Australia IX GD 7.06
MSCI Australia IX ID 3.80
MSCI Australia IX ND 6.07
MSCI Austria IX GD 0.77
MSCI Austria IX ID -0.91
MSCI Austria IX ND 0.35
MSCI Belgium IX GD 68.73
MSCI Belgium IX ID 64.84
MSCI Belgium IX ND 67.75
MSCI Brazil IX GD -39.62
MSCI Brazil IX ID -44.07
MSCI Canada IX GD -5.70
MSCI Canada IX ID -7.44
MSCI Canada IX ND -6.14
MSCI Chile IX GD -28.50
MSCI Chile IX ID -30.65
MSCI China Dom Fr IX ID -51.52
MSCI China Free IX ID -43.83
MSCI China Non Dom IX ID -42.06
MSCI Colombia IX GD -42.17
MSCI Colombia IX ID -45.32
MSCI Czech Rep IX GD 0.54
MSCI Czech Rep IX ID -0.66
MSCI Denmark IX GD 9.38
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)
- ------ -------- ----------

<S> <C> <C>
LIPPER, INC.:
MSCI Denmark IX ID 7.82
MSCI Denmark IX ND 8.99
MSCI EAFE + Canada IX GD 19.11
MSCI EAFE + Canada IX ID 17.02
MSCI EAFE + Canada IX ND 18.76
MSCI EAFE + EMF IX GD 15.25
MSCI EAFE + EMF IX ID 13.13
MSCI EAFE + Em IX GD 14.94
MSCI EAFE + Em IX ID 12.84
MSCI EAFE - UK IX GD 21.02
MSCI EAFE - UK IX ID 19.17
MSCI EAFE - UK IX ND 20.59
MSCI EAFE Fr IX ID 18.32
MSCI EAFE GDP Wt IX GD 27.12
MSCI EAFE GDP Wt IX ID 25.12
MSCI EAFE GDP Wt IX ND 26.71
MSCI EAFE IX GD 20.33
MSCI EAFE IX ID 18.23
MSCI EAFE IX ND 20.00
MSCI EASEA IX GD 25.42
MSCI EASEA IX ID 22.94
MSCI EASEA IX ND 25.03
MSCI EMF Asia IX GD -11.00
MSCI EMF Asia IX ID -12.36
MSCI EMF Far East IX GD -6.23
MSCI EMF Far East IX ID -7.33
MSCI EMF IX GD -25.34
MSCI EMF IX ID -27.52
MSCI EMF Latin Am IX GD -35.11
MSCI EMF Latin Am IX ID -38.04
MSCI Em Asia IX GD -8.57
MSCI Em Asia IX ID -9.90
MSCI Em Eur/Mid East GD -26.01
MSCI Em Eur/Mid East ID -27.37
MSCI Em Europe IX GD -30.11
MSCI Em Europe IX ID -31.17
MSCI Em Far East IX GD -4.12
MSCI Em Far East IX ID -5.28
MSCI Em IX GD -23.21
MSCI Em IX ID -25.30
MSCI Em Latin Am IX GD -35.29
MSCI Em Latin Am IX ID -38.19
MSCI Europe - UK IX GD 33.95
MSCI Europe - UK IX ID 31.86
MSCI Europe - UK IX ND 33.38
MSCI Europe GDP Wt IX ID 31.74
MSCI Europe IX GD 28.91
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)
- ------ -------- ----------

<S> <C> <C>
LIPPER, INC.:
MSCI Europe IX ND 28.53
MSCI European Union GD 30.44
MSCI European Union ID 27.93
MSCI Far East Free IX ID 1.52
MSCI Far East IX GD 2.56
MSCI Far East IX ID 1.22
MSCI Far East IX ND 2.39
MSCI Finland IX GD 122.63
MSCI Finland IX ID 119.10
MSCI Finland IX ND 121.64
MSCI France IX GD 42.06
MSCI France IX ID 40.00
MSCI France IX ND 41.54
MSCI Germany IX GD 29.88
MSCI Germany IX ID 28.17
MSCI Germany IX ND 29.43
MSCI Greece IX GD 78.11
MSCI Greece IX ID 75.01
MSCI Hongkong IX GD -2.92
MSCI Hongkong IX ID -7.60
MSCI Hongkong IX ND -2.92
MSCI Hungary IX GD -8.16
MSCI Hungary IX ID -8.70
MSCI India IX GD -21.24
MSCI India IX ID -22.89
MSCI Indonesia IX GD -31.53
MSCI Indonesia IX ID -32.40
MSCI Ireland IX ID 32.99
MSCI Israel Dom IX ID -16.20
MSCI Israel IX ID -7.91
MSCI Israel Non Dom Ixid 42.21
MSCI Italy IX GD 53.20
MSCI Italy IX ID 50.99
MSCI Italy IX ND 52.52
MSCI Japan IX GD 5.25
MSCI Japan IX ID 4.27
MSCI Japan IX ND 5.05
MSCI Jordan IX GD -11.01
MSCI Jordan IX ID -14.26
MSCI Kokusai IX GD 27.46
MSCI Kokusai IX ID 25.30
MSCI Kokusai IX ND 26.96
MSCI Korea IX GD 141.15
MSCI Korea IX ID 137.54
MSCI Luxembourg IX ID 8.63
MSCI Malaysia IX GD -29.49
MSCI Malaysia IX ID -31.04
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)
- ------ -------- ----------

<S> <C> <C>
LIPPER, INC.:
MSCI Mexico Free IX GD -33.53
MSCI Mexico Free IX ID -34.50
MSCI Mexico IX GD -34.18
MSCI Mexico IX ID -35.12
MSCI Netherland IX GD 23.93
MSCI Netherland IX ID 21.13
MSCI Netherland IX ND 23.23
MSCI New Zealand IX GD -21.48
MSCI New Zealand IX ID -25.23
MSCI New Zealand IX ND -22.62
MSCI Nordic IX GD 23.83
MSCI Nordic IX ID 21.78
MSCI Nordic IX ND 23.25
MSCI Norway IX GD -29.67
MSCI Norway IX ID -31.21
MSCI Norway IX ND -30.06
MSCI Nth Amer IX GD 29.04
MSCI Nth Amer IX ID 27.11
MSCI Nth Amer IX ND 28.46
MSCI Pac - Japan IX GD -6.22
MSCI Pac - Japan IX ID -9.55
MSCI Pac - Japan IX ND -6.64
MSCI Pacific Fr-Jpn ID -8.40
MSCI Pacific Free IX ID 1.43
MSCI Pacific IX GD 2.69
MSCI Pacific IX ID 1.16
MSCI Pacific IX ND 2.44
MSCI Pakistan IX GD -56.61
MSCI Pakistan IX ID -60.56
MSCI Peru IX GD -40.22
MSCI Peru IX ID -42.11
MSCI Philippines Fr Ixgd 13.45
MSCI Philippines Fr Ixid 12.60
MSCI Philippines IX GD 16.10
MSCI Philippines IX ID 14.89
MSCI Portugal IX GD 27.90
MSCI Portugal IX ID 25.42
MSCI Russia IX GD -82.99
MSCI Russia IX ID -83.16
MSCI Sing/Mlysia IX GD -12.88
MSCI Sing/Mlysia IX ID -14.62
MSCI Sing/Mlysia IX ND -12.88
MSCI Singapore Fr IX GD -3.59
MSCI Singapore Fr IX ID -5.31
MSCI South Africa IX GD -27.56
MSCI South Africa IX ID -29.84
MSCI Spain IX GD 50.58
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)
- ------ -------- ----------

<S> <C> <C>
LIPPER, INC.:
MSCI Spain IX ID 47.87
MSCI Spain IX ND 49.90
MSCI Sri Lanka IX GD -25.57
MSCI Sri Lanka IX ID -27.30
MSCI Sweden IX GD 14.54
MSCI Sweden IX ID 12.62
MSCI Sweden IX ND 13.96
MSCI Swtzrlnd IX GD 24.05
MSCI Swtzrlnd IX ID 22.57
MSCI Swtzrlnd IX ND 23.53
MSCI Taiwan IX GD -20.64
MSCI Taiwan IX ID -21.45
MSCI Thailand IX GD 19.09
MSCI Thailand IX ID 18.74
MSCI Turkey IX GD -52.51
MSCI Turkey IX ID -53.53
MSCI UK IX GD 17.80
MSCI UK IX ID 14.84
MSCI UK IX ND 17.80
MSCI USA IX GD 30.72
MSCI USA IX ID 28.79
MSCI USA IX ND 30.14
MSCI Venezuela IX GD -49.16
MSCI Venezuela IX ID -52.69
MSCI World - UK IX GD 25.63
MSCI World - UK IX ID 23.73
MSCI World - UK IX ND 25.11
MSCI World - USA IX GD 19.11
MSCI World - USA IX ID 17.02
MSCI World - USA IX ND 18.76
MSCI World GDP Wt IX ID 25.61
MSCI World IX Free ID 22.82
MSCI World IX GD 24.80
MSCI World IX ID 22.78
MSCI World IX ND 24.34
MSCI Wrld - Austrl IX GD 25.03
MSCI Wrld - Austrl IX ID 23.03
MSCI Wrld - Austrl IX ND 24.58
Madrid SE:Pst IX P 37.19
NASDAQ 100 IX P 85.31
NASDAQ Bank IX P -11.77
NASDAQ Composite IX P 39.63
NASDAQ Industrial IX P 6.82
NASDAQ Insurance IX P -0.06
NASDAQ Natl Mkt Cmp IX 40.23
NASDAQ Natl Mkt Ind IX 6.27
NASDAQ Transport IX P -7.85
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)
- ------ -------- ----------

<S> <C> <C>
LIPPER, INC.:
NYSE Composite P 16.55
NYSE Finance IX P 5.13
NYSE Industrials IX P 17.97
NYSE Transportation IX 3.46
NYSE Utilities IX P 33.04
Nikkei 225 Avg:Yen P -9.28
Oslo SE Tot:Fmk IX P N/A
PSE Technology IX P 54.60
Philippines Composite IX N/A
Russell 1000(R) Grow IX Tr 38.71
Russell 1000(R) IX P 25.12
Russell 1000(R) IX Tr 27.02
Russell 1000(R) Value IX Tr 15.63
Russell 2000(R) Grow IX Tr 1.23
Russell 2000(R) IX P -3.45
Russell 2000(R) IX Tr -2.55
Russell 2000(R) Value IX Tr -6.45
Russell 3000(R) IX P 22.32
Russell 3000(R) IX Tr 24.14
Russell Midcap(TM) Grow IX 17.86
Russell Midcap(TM) Inx Tr 10.09
Russell Midcap (TM)Value IX 5.09
S & P 100 Index P 31.33
S & P 500 Daily Reinv 28.58
S & P 500 Index P 26.67
S & P 500 Mnthly Reinv 28.60
S & P 600 Index P -2.10
S & P 600 Index Tr -1.31
S & P Financial IX Tr 11.43
S & P Financial Idx P 9.58
S & P Industrial IX Tr 33.71
S & P Industrials P 31.91
S & P Midcap 400 IX P 17.68
S & P Midcap 400 IX Tr 19.11
S & P Transport IX Tr -1.94
S & P Transport Index P -3.03
S & P Utility Index P 10.10
S & P Utility Index Tr 14.77
S & P/Barra Growth IX Tr 42.15
S & P/Barra Value IX Tr 14.68
S Afr All Mng:Rnd IX P 3.72
SB Cr-Hdg Nn-US Wd IX Tr 11.53
SB Cr-Hdg Wd Gv Bd IX Tr 11.03
SB Non-US Wd Gv Bd IX Tr 17.79
SB USD 3month Dom CD IX 5.74
SB USD 3month Euro CD IX 6.19
SB USD 3month Eurodep IX 5.74
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)
- ------ -------- ----------

<S> <C> <C>
LIPPER, INC.:
SB USD 3month Tbill IX 5.11
SB Wd Gv Bd:Austrl IX Tr 3.88
SB Wd Gv Bd:Germny IX Tr 19.76
SB Wd Gv Bd:Japan IX Tr 15.85
SB Wd Gv Bd:UK IX Tr 20.88
SB Wd Gv Bd:US IX Tr 10.00
SB World Govt Bond IX Tr 15.31
SB World Money Mkt IX Tr 9.11
Straits Times Index -7.62
Swiss Perf:Sfr IX Tr 15.37
T-Bill 1 Year Index Tr 4.93
T-Bill 3 Month Index Tr 4.88
T-Bill 6 Month Index Tr 4.94
Taiwan SE:T$ IX P -15.56
Thailand Set Index -4.53
Tokyo 2nd Sct:Yen IX P N/A
Tokyo Se(Topix):Yen IX N/A
Toronto 300:C$ IX P -3.19
Toronto SE 35:C$ IX P -2.05
Value Line Cmp IX-Arth 5.82
Value Line Cmp IX-Geom -3.79
Value Line Industrl IX -7.27
Value Line Railroad IX -9.93
Value Line Utilties IX 7.61
Wilshire 4500 Index Tr 8.63
Wilshire 5000 (Cap Wt)Tr 23.43
Wilshire 5000 Index P 21.71
Wilshire Lg Cp Gro IX Tr N/A
Wilshire Lg Cp Val IX Tr N/A
Wilshire MD Cp Gro IX Tr N/A
Wilshire MD Cp Val IX Tr N/A
Wilshire Sm Cp Gro IX Tr -2.46
Wilshire Sm Cp Val IX Tr -4.87
</TABLE>

THE NATIONAL ASSOCIATION OF REAL ESTATE INVESTMENT TRUST:

<TABLE>
<S> <C>
Real Estate Investment Trust Index -7.60

SALOMON SMITH BARNEY:
10 Year U.S. Government (Sovereign) 10.00
10 Year United Kingdom (Sovereign) 19.55
10 Year France (Sovereign) 12.59
10 Year Germany (Sovereign) 10.94
10 Year Japan (Sovereign) 0.50
10 Year Canada (Sovereign) 9.41
</TABLE>

Each Russell Index listed above is a trademark/service mark of the Frank Russell
Company. Russell(TM) is a trademark of the Frank Russell Company.

*in U.S. currency

<PAGE>

Part C. OTHER INFORMATION

Item 23. Exhibits:

STEIN ROE ADVISOR TAX-MANAGED VALUE FUND (SRATMVF)

(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 Liberty
Trust I, with respect to SRATMVF and Stein Roe
& Farnham Incorporated

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

(e)(2) Amendment to Appendix 1 of Distributor's
Contract with Liberty Funds Distributor, Inc.

(e)(3) Amendment to Appendix 2 of Distributor's
Contract with Liberty Funds Distributor, Inc.

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

(e)(5) 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 No. 3 to Appendix A of Custody
Agreement with the Chase Manhattan Bank

(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

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

(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. 13 to Schedule A of Amended and
Restated Shareholders' Servicing and
Transfer Agent Agreement as amended

(h)(6) Amendment No. 19 to Appendix I of Amended and
Restated Shareholders' Servicing and
Transfer Agent Agreement as amended

(h)(7) 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)(8) 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)(9) 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)(10) 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)(11) Amendment No. 4 to the Credit Agreement - filed
as Exhibit 9(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) Not applicable

(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) Not Applicable

(o) Plan pursuant to Rule 18f-3(d) under the
Investment Company Act of 1940 (incorporated
herein as reference to Exhibit (o)
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.

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.

The Registrant's advisor, Colonial Management
Associates, Inc., has an ICI Mutual Insurance Company
Directors and Officers/Errors and Omissions Liability
insurance policy. The policy provides indemnification
to the Registrant's trustees and officers.

Item 26. Business and Other Connections of Investment Adviser

The following sets forth business and other
connections of each director and officer of Colonial
Management Associates, Inc./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

Registrant's investment adviser/administrator, Colonial Management
Associates, Inc. ("Colonial"), is registered as an investment adviser under
the Investment Advisers Act of 1940 (1940 Act). Colonial Advisory Services,
Inc. (CASI), an affiliate of Colonial, is also registered as an investment
adviser under the 1940 Act. As of the end of the fiscal year, December
31, 1998, CASI had four institutional, corporate or other account under
management or supervision, the market value of which was approximately $227
million. As of the end of the fiscal year, December 31, 1998, Colonial
was the investment adviser, sub-adviser and/or administrator to 57
mutual funds, including funds sub-advised by Colonial, the market value of
which investment companies was approximately $18,950.90 million. Liberty
Funds Distributor, Inc., a subsidiary of Colonial Management Associates,
Inc., is the principal underwriter and the national distributor of all of
the funds in the Liberty Mutual Funds complex, including the Registrant.

The following sets forth the business and other connections of each
director and officer of Colonial Management Associates, Inc.:

(1) (2) (3) (4)
Name and principal
business
addresses* Affiliation
of officers and with Period is through 2/28/99. Other
directors of investment business, profession, vocation or
investment adviser adviser employment connection Affiliation
- ------------------ ---------- -------------------------------- -----------
Allard, Laurie V.P.

Archer, Joseph A. V.P.

Ballou, William J. V.P., Colonial Trusts I through VII Asst. Sec.
Asst. Colonial High Income
Sec., Municipal Trust Asst. Sec.
Counsel Colonial InterMarket Income
Trust I Asst. Sec.
Colonial Intermediate High
Income Fund Asst. Sec.
Colonial Investment Grade
Municipal Trust Asst. Sec.
Colonial Municipal Income
Trust Asst. Sec.
LFC Utilities Trust Asst. Sec.
AlphaTrade Inc. Asst. Clerk
Liberty Funds Distributor,
Inc. Asst. Clerk
Liberty Financial Advisers,
Inc. Asst. Sec.
COGRA, LLC Asst. Sec.

Barron, Suzan M. V.P., Colonial Trusts I through VII Asst. Sec.
Asst. Colonial High Income
Sec., Municipal Trust Asst. Sec.
Counsel Colonial InterMarket Income
Trust I Asst. Sec.
Colonial Intermediate High
Income Fund Asst. Sec.
Colonial Investment Grade
Municipal Trust Asst. Sec.
Colonial Municipal Income
Trust Asst. Sec.
LFC Utilities Trust Asst. Sec.
AlphaTrade Inc. Asst. Clerk
Liberty Funds Distributor,
Inc. Asst. Clerk
Liberty Financial Advisers,
Inc. Asst. Sec.
COGRA, LLC Asst. Sec.

Berliant, Allan V.P.

Boatman, Bonny E. Sr.V.P.; Colonial Advisory Services, Inc. Exec. V.P.
IPC Mbr.

Bunten, Walter V.P.

Campbell, Kimberly V.P.

Carnabucci,
Dominick V.P.

Carome, Kevin Sr.V.P. Liberty Funds Distributor,
Inc. Assistant Clerk
COGRA, LLC Sr. V.P.

Carroll, Sheila A. Sr.V.P.

Citrone, Frank V.P.

Conlin, Nancy L. Sr. V.P.; Colonial Trusts I through VII Secretary
Sec.; Clerk Colonial High Income
IPC Mbr.; Municipal Trust Secretary
Dir; Gen. Colonial InterMarket Income
Counsel Trust I Secretary
Colonial Intermediate High
Income Fund Secretary
Colonial Investment Grade
Municipal Trust Secretary
Colonial Municipal Income
Trust Secretary
LFC Utilities Trust Secretary
Liberty Funds Distributor,
Inc. Dir.; Clerk
Liberty Funds Services, Inc. Clerk; Dir.
COGRA, LLC V.P.; Gen.
Counsel and
Secretary
Liberty Variable Investment
Trust V.P.

Colonial Advisory Services,
Inc. Dir.; Clerk
AlphaTrade Inc. Dir.; Clerk
Liberty Financial Advisors,
Inc. Dir.; Sec.

Connaughton, V.P. Colonial Trust I through VII CAO; Controller
J. Kevin LFC Utilities Trust CAO; Controller
Colonial High Income
Municipal Trust CAO; Controller
Colonial Intermarket Income
Trust I CAO; Controller
Colonial Intermediate High
Income Fund CAO; Controller
Colonial Investment Grade
Municipal Trust CAO; Controller
Colonial Municipal Income
Trust CAO; Controller
Liberty Variable Investment
Trust Controller

Daniszewski, V.P.
Joseph J.

Desilets, Marian H. V.P. Liberty Funds Distributor,
Inc. V.P.
Colonial Trust I through VII Asst. Sec.
LFC Utilities Trust Asst. Sec.
Colonial High Income
Municipal Trust Asst. Sec.
Colonial Intermarket Income
Trust I Asst. Sec.
Colonial Intermediate High
Income Fund Asst. Sec.
Colonial Investment Grade
Municipal Trust Asst. Sec.
Colonial Municipal Income
Trust Asst. Sec.

DiSilva-Begley, V.P. Colonial Advisory Services, Compliance
Linda IPC Mbr. Inc. Officer

Eckelman, Marilyn Sr.V.P.

Ericson, Carl C. Sr.V.P. Colonial Intermediate High
IPC Mbr. Income Fund V.P.
Colonial Advisory Services, Pres.; CEO
Inc. and CIO
Liberty Variable Investment
Trust V.P.

Evans, C. Frazier Sr.V.P. Liberty Funds Distributor,
Inc. Mng. Director

Feloney, Joseph L. V.P. Colonial Advisory Services,
Asst. Tres. Inc. Asst. Treas.
COGRA, LLC Asst. Treas.

Finnemore, V.P. Colonial Advisory Services,
Leslie W. Inc. Sr. V.P.

Franklin, Sr. V.P. AlphaTrade Inc. President
Fred J. IPC Mbr.

Gibson, Stephen E. Dir.; Pres.; COGRA, LLC Dir.;
CEO; Pres.; CEO;
Chairman of Exec. Cmte.
the Board; Mbr.; Chm.
IPC Mbr. Liberty Funds Distributor,
Inc. Dir.; Chm.
Colonial Advisory Services,
Inc. Dir.; Chm.
Liberty Funds Services, Inc. Dir.; Chm.
AlphaTrade Inc. Dir.
Colonial Trusts I through VII President
Colonial High Income
Municipal Trust President
Colonial InterMarket Income
Trust I President
Colonial Intermediate High
Income Fund President
Colonial Investment Grade
Municipal Trust President
Colonial Municipal Income
Trust President
LFC Utilities Trust President
Liberty Financial Advisors,
Inc. Director
Stein Roe & Farnham
Incorporated Asst. Chairman

Hanson, Loren Sr. V.P.;
IPC Mbr.

Harasimowicz, V.P.
Stephen

Harris, David V.P. Stein Roe Global Capital Mngmt Principal
Liberty Variable Investment
Trust V.P.

Hartford, Brian V.P.

Haynie, James P. V.P. Colonial Advisory Services,
Inc. Sr. V.P.
Liberty Variable Investment
Trust V.P.

Hernon, Mary V.P.

Hill, William V.P. Colonial Advisory Services, V.P.
Inc.

Iudice, Jr. V.P.; COGRA, LLC Controller,
Philip J. Controller CAO, Asst.
Asst. Treas.
Treasurer Liberty Funds Distributor, CFO,
Inc. Treasurer
Colonial Advisory Services,
Inc. Controller;
Asst. Treas.
AlphaTrade Inc. CFO, Treas.
Liberty Financial Advisors,
Inc. Asst. Treas.

Jacoby, Timothy J. Sr. V.P.; COGRA, LLC V.P., Treasr.,
CFO; CFO
Treasurer Colonial Trusts I through VII Treasr.,CFO
Colonial High Income
Municipal Trust Treasr.,CFO
Colonial InterMarket Income
Trust I Treasr.,CFO
Colonial Intermediate High
Income Fund Treasr.,CFO
Colonial Investment Grade
Municipal Trust Treasr.,CFO
Colonial Municipal Income
Trust Treasr.,CFO
LFC Utilities Trust Treasr.,CFO
Colonial Advisory Services,
Inc. CFO, Treasr.
Liberty Financial Advisors,
Inc. Treasurer
Stein Roe & Farnham
Incorporated Snr. V.P.
Liberty Variable Investment
Trust Treasurer

Johnson, Gordon V.P. Liberty Variable Investment
Trust V.P.

Knudsen, Gail E. V.P. Colonial Trusts I through VII Asst. Treas.
Colonial High Income
Municipal Trust Asst. Treas.
Colonial InterMarket Income
Trust I Asst. Treas.
Colonial Intermediate High
Income Fund Asst. Treas.
Colonial Investment Grade
Municipal Trust Asst. Treas.
Colonial Municipal Income
Trust Asst. Treas.
LFC Utilities Trust Asst. Treas.

Lapointe, Thomas V.P.

Lasher, Bennett V.P.

Lennon, John E. V.P. Colonial Advisory Services,
Inc. V.P.
Liberty Variable Investment
Trust V.P.

Lenzi, Sharon V.P.

Lessard, Kristen V.P.

Loring, William
C., Jr. V.P.

MacKinnon,
Donald S. Sr.V.P.

Marcus, Harold V.P.

Muldoon, Robert V.P.

Newman, Maureen V.P.

O'Brien, David V.P.

Ostrander, Laura V.P. Colonial Advisory Services,
Inc. V.P.

Peterson, Ann T. V.P. Colonial Advisory Services,
Inc. V.P.

Rao, Gita V.P.

Reading, John V.P.; Liberty Funds Services, Inc. Asst. Clerk
Asst. COGRA, LLC Asst. Sec.
Sec.; Colonial Advisory Services,
Asst. Inc. Asst. Clerk
Clerk and Liberty Funds Distributor,
Counsel Inc. Asst. Clerk
AlphaTrade Inc. Asst. Clerk
Colonial Trusts I through VII Asst. Sec.
Colonial High Income
Municipal Trust Asst. Sec.
Colonial InterMarket Income
Trust I Asst. Sec.
Colonial Intermediate High
Income Fund Asst. Sec.
Colonial Investment Grade
Municipal Trust Asst. Sec.
Colonial Municipal Income
Trust Asst. Sec.
LFC Utilities Trust Asst. Sec.
Liberty Financial Advisors,
Inc. Asst. Sec.
Liberty Variable Investment
Trust Asst. Sec.

Rega, Michael V.P. Colonial Advisory Services,
Inc. V.P.

Schermerhorn, Scott Sr. V.P.

Scoon, Davey S. Dir.; Colonial Advisory Services,
Exe.V.P.; Inc. Dir.
IPC Mbr.; Colonial High Income
Municipal Trust V.P.
Colonial InterMarket Income
Trust I V.P.
Colonial Intermediate High
Income Fund V.P.
Colonial Investment Grade
Municipal Trust V.P.
Colonial Municipal Income
Trust V.P.
Colonial Trusts I through VII V.P.
LFC Utilities Trust V.P.
Liberty Funds Services, Inc. Director
COGRA, LLC COO; Ex. V.P.
Liberty Funds Distributor,
Inc. Director
AlphaTrade Inc. Director
Liberty Financial Advisors,
Inc. Director
Stein Roe & Farnham
Incorporated Exec. V.P.

Seibel, Sandra L. V.P. Colonial Advisory Services,
Inc. V.P.

Spanos, Gregory J. Sr. V.P. Colonial Advisory Services,
Inc. Exec. V.P.

Stevens, Richard V.P. Colonial Advisory Services,
Inc. V.P.

Stoeckle, Mark V.P. Colonial Advisory Services,
Inc. V.P.
Liberty Variable Investment
Trust V.P.
Swayze, Gary V.P.

Thomas, Ronald V.P.

Wallace, John V.P. Colonial Advisory Services,
Asst.Tres. Inc. Asst. Treas.
COGRA, LLC Asst. Treas.

Ware, Elizabeth M. V.P.

- ------------------------------------------------
*The Principal address of all of the officers and directors of the investment
adviser is One Financial Center, Boston, MA 02111.

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

Dupree, Robert 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

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

Sinatra, Peter 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. 54 to its Registration Statement under the Securities Act of 1933
and Amendment No. 36 under the Investment Company Act of 1940, to be signed in
this City of Boston, and The Commonwealth of Massachusetts on this 18th day of
March, 1999.

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 March 18, 1999
- -----------------
Stephen E. Gibson Executive officer)

TIMOTHY J. JACOBY Treasurer and Chief Financial Officer March 18, 1999
- -----------------
Timothy J. Jacoby (principal financial officer)

J. KEVIN CONNAUGHTON Controller and Chief Accounting March 18, 1999
- --------------------
J. Kevin Connaughton Officer (principal accounting officer)

<PAGE>

ROBERT J. BIRNBAUM* Trustee
Robert J. Birnbaum

TOM BLEASDALE* Trustee
Tom Bleasdale

JOHN V. CARBERRY* Trustee
John V. Carberry

LORA S. COLLINS* Trustee
Lora S. Collins

JAMES E. GRINNELL* Trustee
James E. Grinnell

RICHARD W. LOWRY* Trustee */s/ SUZAN M. BARRON
Richard W. Lowry Suzan M. Barron
Attorney-in-fact
For each Trustee
SALVATORE MACERA* Trustee March 18, 1999
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>

EXHIBITS

(d) Form of Management Agreement

(e)(2) Amendment to Appendix 1 of Distributor's Contract with Liberty Funds
Distributor, Inc.

(e)(3) Amendment to Appendix 2 of Distributor's Contract with Liberty Funds
Distributor, Inc.

(g)(2) Amendment No. 3 to Appendix A of Custody Agreement with the Chase
Manhattan Bank

(h)(2) Amendment to Appendix I of Pricing and Bookkeeping Agreement

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

(h)(5) Amendment No. 13 to Schedule A of Amended and Restated Shareholders'
Servicing and Transfer Agent Agreement as amended

(h)(6) Amendment No. 19 to Appendix I of Amended and Restated Shareholders'
Servicing and Transfer Agent Agreement as amended

MANAGEMENT AGREEMENT

AGREEMENT dated as of June 1, 1999 between LIBERTY TRUST I, a Massachusetts
business trust (Trust), with respect to STEIN ROE ADVISOR TAX-MANAGED VALUE FUND
(Fund), and STEIN ROE & FARNHAM INCORPORATED, a Delaware corporation (Advisor).

In consideration of the promises and covenants herein, the parties agree as
follows:

1. The Advisor will manage the investment of the assets of the Fund in
accordance with its prospectus and statement of additional information
and will perform the other services herein set forth, subject to the
supervision of the Board of Trustees of the Trust. The Advisor may
delegate to an affiliate the responsibility for placing orders to effect
the investment of the Fund's available cash pursuant to written
instructions of the Advisor.

2. In carrying out its investment management obligations, the Advisor shall:

(a) evaluate such economic, statistical and financial information and
undertake such investment research as it shall believe advisable; (b)
purchase and sell securities and other investments for the Fund in
accordance with the procedures described in its prospectus and statement
of additional information; and (c) report results to the Board of
Trustees of the Trust.

3. The Advisor shall be free to render similar services to others so long
as its services hereunder are not impaired thereby.

4. The Fund shall pay the Advisor monthly a fee at the annual rate of
x.xx% of the average daily net assets of the Fund.

5. The Advisor may waive its compensation (and bear expenses of the Fund)
to the extent that expenses of the Fund exceed any expense limitation
the Advisor declares to be effective.

6. This Agreement shall become effective as of the date of its execution,
and

(a) unless otherwise terminated, shall continue until two years from its
date of execution and from year to year thereafter so long as approved
annually in accordance with the 1940 Act; (b) may be terminated without
penalty on sixty days' written notice to the Advisor either by vote of
the Board of Trustees of the Trust or by vote of a majority of the
outstanding shares of the Fund; (c) shall automatically terminate in the
event of its assignment; and (d) may be terminated without penalty by
the Advisor on sixty days' written notice to the Trust.

7. This Agreement may be amended in accordance with the 1940 Act.

8. For the purpose of the Agreement, the terms "vote of a majority of the
outstanding shares", "affiliated person" and "assignment" shall have
their respective meanings defined in the 1940 Act and exemptions and
interpretations issued by the Securities and Exchange Commission under
the 1940 Act.

<PAGE>

9. The Advisor shall maintain, keep current and preserve on behalf of the
Fund, in the manner required by the 1940 Act, records identified by the
Trust from time to time. Advisor agrees to make such records available
upon request to the Trust and its auditors during regular business hours
at the Advisor's offices. Advisor further agrees that such records are
the property of the Trust and will be surrendered to the Trust promptly
upon request.

10. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Advisor, or reckless disregard of its obligations and
duties hereunder, the Advisor shall not be subject to any liability to
the Trust or the Fund, to any shareholder of the Trust or the Fund or to
any other person, firm or organization, for any act or omission in the
course of, or connected with, rendering services hereunder.

LIBERTY TRUST I on behalf of
STEIN ROE ADVISOR TAX-MANAGED VALUE FUND

By: __________________________
Title: Treasurer and Chief
Financial Officer

STEIN ROE & FARNHAM INCORPORATED

By: __________________________
Title:

A copy of the document establishing the Trust is filed with the Secretary of The
Commonwealth of Massachusetts. This Agreement is executed by officers not as
individuals and is not binding upon any of the Trustees, officers or
shareholders of the Trust individually but only upon the assets of the Fund.

a:/funds/trusti/sratmvf/mangment.doc

APPENDIX 1

THE FOLLOWING IS APPLICABLE TO THE DESIGNATED FUND'S 12b-1 PLAN:

1. For Colonial Money Market Fund and Colonial Municipal Money Market Fund,
the first sentence of Section 6A is replaced with: "The Fund shall pay
LFDI monthly a service fee at an annual rate of 0.25% of the net assets of
its Class B and C Shares on the 20th of each month and a distribution fee
at an annual rate of 0.75% of the average daily net assets of its Class B
and C Shares."

2. For Colonial California Tax-Exempt Fund, Colonial Connecticut Tax-Exempt
Fund, Colonial Florida Tax-Exempt Fund, Colonial Massachusetts Tax-Exempt
Fund, Colonial Michigan Tax-Exempt Fund, Colonial Minnesota
Tax-Exempt Fund, Colonial New York Tax-Exempt Fund, Colonial North
Carolina Tax-Exempt Fund and Colonial Ohio Tax-Exempt Fund the first
sentence of Section 6A is replaced with: "The Fund shall pay LFDI monthly
(i) a service fee at the annual rate of (A) 0.10% of the net assets
attributable to its Class A and Class B Shares outstanding as of the 20th
day of each month which were issued prior to December 1, 1994, and (B)
0.25% of the net assets attributable to its Class A, B and C Shares
outstanding as of the 20th day of each month which were issued on or after
December 1, 1994, and (ii) a distribution fee at an annual rate of
0.75% of the average daily net assets of its Class B and C Shares."

3. For The Colonial Fund and Colonial Select Value Fund, the first sentence
of Section 6A is replaced with: "The Fund shall pay LFDI monthly a service
fee at an annual rate of 0.15% of the net assets on the 20th of each month
of its Class A and B Shares outstanding which were issued prior to April
1, 1989, and 0.25% of the net assets on the 20th of each month of its
Class A, B and C Shares issued thereafter, and a distribution fee at an
annual rate of 0.75% of the average daily net assets of its Class B and C
Shares."

4. For Colonial Strategic Income Fund, the first sentence of Section 6A is
replaced with: "The Fund shall pay LFDI monthly a service fee at an annual
rate of 0.15% of the net assets on the 20th of each month of its Class A
and B Shares outstanding which were issued prior to January 1, 1993, and
0.25% of the net assets on the 20th of each month of its Class A, B and C
Shares issued thereafter, and a distribution fee at an annual rate of
0.75% of the average daily net assets of its Class B and C Shares."

5. For Colonial Short Duration U.S. Government Fund and Colonial Intermediate
Tax-Exempt Fund, the first sentence of Section 6A is replaced with: "The
Fund shall pay LFDI monthly a service fee at an annual rate of 0.20% of
the net assets on the 20th of each month of its Class A, B and C Shares
and a distribution fee at an annual rate of 0.65% of the average daily net
assets of its Class B and C Shares."

6. For Colonial Strategic Balanced Fund, the following sentence is added as
the second sentence of Section 6A: "The Fund shall also pay LFDI an annual
distribution fee not exceeding 0.10% of the average net assets attributed
to its Class A Shares."

7. Newport Tiger Fund does not offer a 12b-1 plan for Class T and Class
Z Shares.

8. Colonial High Yield Securities Fund, Colonial Income Fund, Colonial
Strategic Income Fund, Stein Roe Advisor Tax-Managed Growth Fund, Stein
Roe Advisor Tax-Managed Value Fund, Colonial Intermediate U.S. Government
Fund, Newport Tiger Cub Fund, Newport Japan Opportunities Fund, Newport
Greater China Fund, Colonial Select Value Fund, The Colonial Fund,
Colonial Federal Securities Fund, Colonial International Horizons Fund,
Crabbe Huson Real Estate Investment Fund, Colonial Utilities Fund,
Colonial Small Cap Value Fund, Colonial U.S. Growth & Income Fund and
Colonial Value Fund do not offer a 12b-1 plan for Class Z Shares.

9. The Funds with Class E, Class F, Class G and Class H share 12b-1 Plans are
as follows: Stein Roe Advisor Tax-Managed Growth Fund.

10. The Funds with Class J share 12b-1 Plans are as follows: Colonial
Strategic Income Fund.

<PAGE>

11. Crabbe Huson Small Cap Fund, Crabbe Huson Equity Fund, Crabbe Huson Managed
Income & Equity Fund and Crabbe Huson Contrarian Income Fund do not offer a
12b-1 plan for Class I Shares.

Dated: June 1, 1999

By: Nancy L. Conlin, Secretary For Each Trust

By: James Tambone, Chief Executive Officer
Liberty Funds Distributor, Inc.

APPENDIX 2

Trust Series
Liberty Trust I
Colonial High Yield Securities Fund
Colonial Income Fund
Colonial Strategic Income Fund
Stein Roe Advisor Tax-Managed Growth Fund
Stein Roe Advisor Tax-Managed Value Fund

Liberty Trust II
Colonial Money Market Fund
Colonial Intermediate U.S. Government Fund
Colonial Short Duration U.S. Government Fund
Newport Tiger Cub Fund
Newport Japan Opportunities Fund
Newport Greater China Fund

Liberty Trust III
Colonial Select Value Fund
The Colonial Fund
Colonial Federal Securities Fund
Colonial Global Equity Fund
Colonial International Horizons Fund
Colonial Strategic Balanced Fund
Colonial Global Utilities Fund
Crabbe Huson Small Cap Fund
The Crabbe Huson Special Fund
Crabbe Huson Equity Fund
Crabbe Huson Real Estate Investment Fund
Crabbe Huson Managed Income & Equity Fund
Crabbe Huson Oregon Tax-Free Fund
Crabbe Huson Contrarian Income Fund
Crabbe Huson Contrarian Fund

Liberty Trust IV
Colonial High Yield Municipal Fund
Colonial Intermediate Tax-Exempt Fund
Colonial Tax-Exempt Fund
Colonial Tax-Exempt Insured Fund
Colonial Municipal Money Market Fund
Colonial Utilities Fund
Counselor Select Income Fund
Counselor Select Balanced Fund
Counselor Select Growth Fund

<PAGE>

Liberty Trust V
Colonial Massachusetts Tax-Exempt Fund
Colonial Connecticut Tax-Exempt Fund
Colonial California Tax-Exempt Fund
Colonial Michigan Tax-Exempt Fund
Colonial Minnesota Tax-Exempt Fund
Colonial New York Tax-Exempt Fund
Colonial North Carolina Tax-Exempt Fund
Colonial Ohio Tax-Exempt Fund
Colonial Florida Tax-Exempt Fund

Liberty Trust VI
Colonial U.S. Growth & Income Fund
Colonial Small Cap Value Fund
Colonial Value Fund
Newport Asia Pacific Fund

Liberty Trust VII
Newport Tiger Fund

By: Nancy L. Conlin, Secretary For Each Trust

By: James Tambone, Chief Executive Officer
Liberty Funds Distributor, Inc.

Dated: June 1, 1999

S:\division\cis_inc\distcont.doc

- --------
* Except as indicated in Appendix 1.

AMENDMENT NO. 3 TO SCHEDULE A

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first-above written.

CUSTOMER

Trust Series

Liberty Trust I Colonial High Yield Securities Fund
Colonial Income Fund
Colonial Strategic Income Fund
Stein Roe Advisor's Tax-Managed Growth Fund
Stein Roe Advisor's Tax-Managed Value Fund

Liberty Trust II Colonial Money Market Fund
Colonial Intermediate U.S. Government Fund
Colonial Short Duration U.S. Government Fund
Newport Tiger Cub Fund
Newport Japan Opportunities Fund
Newport Greater China Fund

Liberty Trust III Colonial Select Value Fund
The Colonial Fund
Colonial Federal Securities Fund
Colonial Global Equity Fund
Colonial International Horizons Fund
Colonial Global Utilities Fund
Colonial Strategic Balanced Fund

Liberty Trust IV Colonial Tax-Exempt Fund
Colonial Tax-Exempt Insured Fund
Colonial Municipal Money Market Fund
Colonial High Yield Municipal Fund
Colonial Utilities Fund
Colonial Intermediate Tax-Exempt Fund

Liberty Trust V Colonial Massachusetts Tax-Exempt Fund
Colonial Minnesota Tax-Exempt Fund
Colonial Michigan Tax-Exempt Fund
Colonial New York Tax-Exempt Fund
Colonial Ohio Tax-Exempt Fund
Colonial California Tax-Exempt Fund
Colonial Connecticut Tax-Exempt Fund
Colonial Florida Tax-Exempt Fund
Colonial North Carolina Tax-Exempt Fund

Liberty Trust VI Colonial U.S. Growth & Income Fund
Colonial Small Cap Value Fund
Colonial Value Fund
Newport Asia Pacific Fund

Liberty Trust VII Colonial Newport Tiger Fund

Colonial Intermediate High Income Fund
Colonial InterMarket Income Trust I
Colonial Municipal Income Trust
Colonial High Income Municipal Trust
Colonial Investment Grade Municipal Trust

<PAGE>

Liberty All-Star Growth Fund, Inc.
Liberty All-Star Equity Fund

Liberty Variable
Investment Trust 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 High Yield Securities Fund, Variable Series
Colonial Small Cap Value Fund, Variable Series

By: Nancy L. Conlin
June 1, 1999

THE CHASE MANHATTAN BANK

By: Rosemary M. Stidmon
June 1, 1999
S:\FUNDS\GENERAL\CONTRACT\CHASE2.DOC

Page 2 of 2

APPENDIX I
<TABLE>
<CAPTION>

Trust Series Effective Date
<S> <C> <C>
Liberty Trust I Colonial High Yield Securities Fund 11/1/91
Colonial Income Fund 5/1/92
Colonial Strategic Income Fund 5/1/92
Stein Roe Advisor Tax-Managed Growth Fund 12/30/96
Stein Roe Advisor Tax-Managed Value Fund 6/1/99

Liberty Trust II Colonial Intermediate U.S. Government Fund 2/14/92
Colonial Short Duration U.S. Government Fund 10/1/92
Newport Tiger Cub Fund 6/3/96
Newport Japan Opportunities Fund 6/3/96
Newport Greater China Fund 5/12/97

Liberty Trust III Colonial Select Value Fund 11/1/91
The Colonial Fund 2/14/92
Colonial Federal Securities Fund 2/14/92
Colonial Global Equity Fund 2/14/92
Colonial International Horizons Fund 2/14/92
Colonial Strategic Balanced Fund 9/1/94
Crabbe Huson Small Cap Fund 10/19/98
Crabbe Huson Equity Fund 10/19/98
Crabbe Huson Real Estate Investment Fund 10/19/98
Crabbe Huson Managed Income & Equity Fund 10/19/98
Crabbe Huson Oregon Tax-Free Fund 10/19/98
Crabbe Huson Contrarian Income Fund 10/19/98
Crabbe Huson Contrarian Fund 12/1/98
The Crabbe Huson Special Fund 12/22/98
Colonial Global Utilities Fund 2/26/99

Liberty Trust IV Colonial High Yield Municipal Fund 6/5/92
Colonial Intermediate Tax-Exempt Fund 12/18/92
Colonial Tax-Exempt Fund 11/1/91
Colonial Tax-Exempt Insured Fund 11/1/91
Colonial Utilities Fund 2/14/92

Liberty Trust V Colonial Massachusetts Tax-Exempt Fund 11/1/91
Colonial Connecticut Tax-Exempt Fund 11/1/91
Colonial California Tax-Exempt Fund 8/3/92
Colonial Michigan Tax-Exempt Fund 8/3/92
Colonial Minnesota Tax-Exempt Fund 8/3/92
Colonial New York Tax-Exempt Fund 8/3/92
Colonial North Carolina Tax-Exempt Fund 8/6/93
Colonial Ohio Tax-Exempt Fund 8/3/92
Colonial Florida Tax-Exempt Fund 1/13/93

<PAGE>

Liberty Trust VI Colonial U.S. Growth & Income Fund 7/1/92
Colonial Small Cap Value Fund 11/2/92
Colonial Value Fund 3/31/96
Newport Asia Pacific Fund 8/25/98

Liberty Trust VII Newport Tiger Fund 5/1/95

</TABLE>

By: J. Kevin Connaughton, Controller

By: Nancy L. Conlin, Senior Vice President
Colonial Management Associates, Inc.

Dated: June 1, 1999
S:\FUNDS\GENERAL\CONTRACT\PRICING.DOC

ADMINISTRATION AGREEMENT

AGREEMENT dated as of June 1, 1999, between LIBERTY TRUST I, a Massachusetts
business trust (Trust), with respect to STEIN ROE ADVISOR TAX-MANAGED VALUE FUND
(Fund), and COLONIAL MANAGEMENT ASSOCIATES, INC., a Massachusetts corporation
(Administrator).

In consideration of the promises and covenants herein, the parties agree as
follows:

1. Subject to the general direction and control of the Board of Trustees
of the Trust, the Administrator shall perform such administrative
services as may from time to time be reasonably requested by the Trust,
which shall include without limitation: (a) providing office space,
equipment and clerical personnel necessary for maintaining the
organization of the Fund and for performing the administrative functions
herein set forth; (b) 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; (c) preparation of agendas and supporting documents
for and minutes of meetings of Trustees, committees of Trustees and
shareholders; (d) coordinating and overseeing the activities of the
Fund's other third-party service providers; (e) maintaining books and
records of the Fund (exclusive of records required by Section 31(a) of
the 1940 Act); and (f) monitoring the tax-efficiency of the Fund.
Notwithstanding the foregoing, the Administrator shall not be deemed to
have assumed or have any responsibility with respect to functions
specifically assumed by any transfer agent or custodian of the Fund.

2. The Administrator shall be free to render similar services to others so
long as its services hereunder are not impaired thereby.

3. The Fund shall pay the Administrator monthly a fee at the annual rate of
0.xx% of the average daily net assets of the Fund.

4. This Agreement shall become effective as of the date of its execution, and
may be terminated without penalty by the Board of Trustees of the Trust or
by the Administrator, in each case on sixty days' written notice to the
other party.

5. This Agreement may be amended only by a writing signed by both parties.

6. In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Administrator, or reckless disregard of its obligations and
duties hereunder, the Administrator shall not be subject to any liability
to the Trust or Fund, to any shareholder of the Trust or the Fund or to any
other person, firm or organization, for any act or omission in the course
of, or connected with, rendering services hereunder.

<PAGE>

LIBERTY TRUST I
on behalf of STEIN ROE ADVISOR TAX-MANAGED VALUE FUND

By: J. Kevin Connaughton
Title: Treasurer and Chief
Financial Officer

COLONIAL MANAGEMENT ASSOCIATES, INC.

By: Davey Scoon
Title: Executive Vice President

s:\funds\trusti\sratmvf\admin.doc

AMENDMENT NO. 13 TO SCHEDULE A

Terms used in the Schedule and not defined herein shall have the
meaning specified in the AMENDED AND RESTATED SHAREHOLDERS' SERVICING AND
TRANSFER AGENT AGREEMENT dated July 1, 1991, and as amended from time to time
(the "Agreement"). Payments under the Agreement to CSC shall be made in the
first two weeks of the month following the month in which a service is rendered
or an expense incurred. This Amendment No. 13 to Schedule A shall be effective
as of June 1, 1999, and supersedes the original Schedule A and Amendment Nos. 1,
2, 3, 4, 5, 6, 7,8, 9, 10, 11 and 12 to Schedule A.

0. Each Fund that is a series of the Trust shall pay CSC for the
services to be provided by CSC under the Agreement an amount
equal to the sum of the following:

0. The Fund's Share of CSC Compensation
PLUS
0. The Fund's Allocated Share of CSC Reimbursable
Out-of-Pocket Expenses.

In addition, CSC shall be entitled to retain as additional compensation for its
services all CSC revenues for Distributor Fees, fees for wire, telephone,
redemption and exchange orders, IRA trustee agent fees and account transcripts
due CSC from shareholders of any Fund and interest (net of bank charges) earned
with respect to balances in the accounts referred to in paragraph 2 of the
Agreement.

0. All determinations hereunder shall be in accordance with
generally accepted accounting principles and subject to audit
by the Fund's independent accountants.

0. Definitions

"Allocated Share" for any month means that percentage of CSC
Reimbursable Out-of-Pocket Expenses which would be allocated
to the Fund for such month in accordance with the methodology
described in Exhibit 1 hereto.

"CSC Reimbursable Out-of-Pocket Expenses" means (i)
out-of-pocket expenses incurred on behalf of the Fund by CSC
for stationery, forms, postage and similar items, (ii)
networking account fees paid to dealer firms by CSC on
shareholder accounts established or maintained pursuant to the
National Securities Clearing Corporation's networking system,
which fees are approved by the Trustees from time to time and
(iii) fees paid by CSC or its affiliates to third-party dealer
firms or transfer agents that maintain omnibus accounts with a
Fund in respect of expenses similar to those referred to in
clause (i) above, to the extent the Trustees have approved the
reimbursement by the Fund of such fees.

"Distributor Fees" means the amount due CSC pursuant to any
agreement with the Fund's principal underwriter for
processing, accounting and reporting services in connection
with the sale of shares of the Fund.

"Fund" means each of the open-end investment companies advised
or administered by CMA that are series of the Trusts which are
parties to the Agreement.

"Fund's Share of CSC Compensation" for any month means 1/12 of
the following applicable percentage of the average daily
closing value of the total net assets of such Fund for such
month:

Fund Percent

Equity Funds: 0.2361
The Colonial Fund
Colonial Select Value Fund
Colonial U.S. Growth & Income Fund
Colonial Global Equity Fund
Colonial International Horizons Fund
Colonial Small Cap Value Fund
Colonial Aggressive Growth Fund
Colonial Value Fund
Colonial International Equity Fund
Stein Roe Advisor Tax-Managed Growth Fund
Crabbe Huson Small Cap Fund
Crabbe Huson Equity Fund
Crabbe Huson Real Estate Investment Fund
Crabbe Huson Managed Income & Equity Fund
Crabbe Huson Contrarian Fund
Newport Tiger Fund
Newport Tiger Cub Fund
Newport Japan Opportunities Fund
Newport Greater China Fund
Newport Asia Pacific Fund
Colonial Strategic Balanced Fund
Colonial Global Utilities Fund
Stein Roe Advisor Tax-Managed Value Fund

Taxable Bond Funds: 0.172
Colonial Intermediate U.S. Government Fund
Colonial Short Duration U.S. Government Fund
Colonial Federal Securities Fund
Colonial Income Fund
Crabbe Huson Contrarian Income Fund

Tax-Exempt Funds 0.13
Colonial Tax-Exempt Insured Fund
Colonial Tax-Exempt Fund
Colonial High Yield Municipal Fund
Colonial California Tax-Exempt Fund
Colonial Connecticut Tax-Exempt Fund
Colonial Florida Tax-Exempt Fund
Colonial Intermediate Tax-Exempt Fund
Colonial Massachusetts Tax-Exempt Fund
Colonial Michigan Tax-Exempt Fund
Colonial Minnesota Tax-Exempt Fund
Colonial New York Tax-Exempt Fund
Colonial North Carolina Tax-Exempt Fund
Colonial Ohio Tax-Exempt Fund
Crabbe Huson Oregon Tax-Free Fund

Money Market Funds: 0.20
Colonial Money Market Fund
Colonial Municipal Money Market Fund

1 0.0025% with respect to the Class I shares of Crabbe Huson Small Cap Fund,
Crabbe Huson Equity Fund, and Crabbe Huson Managed Income & Equity Fund.

2 0.0025% with respect to the Class I shares of Crabbe Huson Contrarian Income
Fund.

<PAGE>

Fund Percent

Others:
Colonial High Yield Securities Fund 0.25
Colonial Strategic Income Fund 0.20
Colonial Utilities Fund 0.20

Agreed:

EACH TRUST ON BEHALF OF EACH FUND DESIGNATED
IN APPENDIX I FROM TIME TO TIME

By: Nancy L. Conlin, Secretary

LIBERTY FUNDS SERVICES, INC.

By: Mary D. McKenzie, President

COLONIAL MANAGEMENT ASSOCIATES, INC.

By: Nancy L. Conlin, Senior Vice President

<PAGE>

EXHIBIT 1

METHODOLOGY OF ALLOCATING CSC
REIMBURSABLE OUT-OF-POCKET EXPENSES

1. CSC Reimbursable Out-of-Pocket Expenses are allocated to the Funds as
follows:

A. Identifiable Based on actual services performed
and invoiced to a Fund.

B. Unidentifiable Allocation will be based on three
evenly weighted factors.

- number of shareholder
accounts

- number of transactions

- average assets

- --------

AMENDMENT NO. 19 TO APPENDIX I
<TABLE>
<CAPTION>

Funds Custodian
<S> <C> <C>
Liberty Trust I Colonial High Yield Securities Fund Chase Manhattan Bank
Colonial Income Fund Chase Manhattan Bank
Colonial Strategic Income Fund Chase Manhattan Bank
Stein Roe Advisor Tax-Managed Growth Fund Chase Manhattan Bank
Stein Roe Advisor Tax-Managed Value Fund Chase Manhattan Bank

Liberty Trust II Colonial Money Market Fund Chase Manhattan Bank
Colonial Intermediate U.S. Government Fund Chase Manhattan Bank
Colonial Short Duration U.S. Government Fund Chase Manhattan Bank
Newport Tiger Cub Fund Chase Manhattan Bank
Newport Japan Opportunities Fund Chase Manhattan Bank
Newport Greater China Fund Chase Manhattan Bank

Liberty Trust III Colonial Select Value Fund Chase Manhattan Bank
The Colonial Fund Chase Manhattan Bank
Colonial Federal Securities Fund Chase Manhattan Bank
Colonial Global Equity Fund Chase Manhattan Bank
Colonial International Horizons Fund Chase Manhattan Bank
Colonial Strategic Balanced Fund Chase Manhattan Bank
Crabbe Huson Small Cap Fund State Street Bank
Crabbe Huson Equity Fund State Street Bank
Crabbe Huson Managed Income & Equity Fund State Street Bank
Crabbe Huson Oregon Tax-Free Fund State Street Bank
Crabbe Huson Real Estate Investment Fund State Street Bank
Crabbe Huson Contrarian Income Fund State Street Bank
The Crabbe Huson Special Fund State Street Bank
Crabbe Huson Contrarian Fund State Street Bank
Colonial Global Utilities Fund Chase Manhattan Bank

Liberty Trust IV Colonial Tax-Exempt Fund Chase Manhattan Bank
Colonial Tax-Exempt Insured Fund Chase Manhattan Bank
Colonial Municipal Money Market Fund Chase Manhattan Bank
Colonial High Yield Municipal Fund Chase Manhattan Bank
Colonial Utilities Fund Chase Manhattan Bank
Colonial Intermediate Tax-Exempt Fund Chase Manhattan Bank

Liberty Trust V Colonial Massachusetts Tax-Exempt Fund Chase Manhattan Bank
Colonial Minnesota Tax-Exempt Fund Chase Manhattan Bank
Colonial Michigan Tax-Exempt Fund Chase Manhattan Bank
Colonial New York Tax-Exempt Fund Chase Manhattan Bank
Colonial Ohio Tax-Exempt Fund Chase Manhattan Bank
Colonial California Tax-Exempt Fund Chase Manhattan Bank
Colonial Connecticut Tax-Exempt Fund Chase Manhattan Bank
Colonial Florida Tax-Exempt Fund Chase Manhattan Bank
Colonial North Carolina Tax-Exempt Fund Chase Manhattan Bank

Liberty Trust VI Colonial U.S. Growth and Income Fund Chase Manhattan Bank
Colonial Small Cap Value Fund Chase Manhattan Bank
Colonial Value Fund Chase Manhattan Bank
Newport Asia Pacific Fund Chase Manhattan Bank

Liberty Trust VII Newport Tiger Fund Chase Manhattan Bank
</TABLE>

<PAGE>

Effective Date: June 1, 1999

By: J. Kevin Connaughton, Controller for Each Fund

COLONIAL MANAGEMENT ASSOCIATES, INC.

By: Nancy L. Conlin, Senior Vice President

LIBERTY FUNDS SERVICES, INC.

By: Mary D. McKenzie, President
S:\FUNDS\GENERAL\CONTRACT\AAMEND2.DOC

Page 2 of 2