LIBERTY FUNDS TRUST I, 485BPOS, 1999-04-30

LIBERTY FUNDS TRUST I
485BPOS, 1999-04-30

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Registration Nos: 2-41251
811-2214

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]

Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 55 [ X ]
----

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]

Amendment No. 37 [ X ]
----

LIBERTY FUNDS TRUST I (FORMERLY 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).

[ X ] On May 3, 1999 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).

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

If appropriate, check the following box:

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

LIBERTY FUNDS TRUST I (FORMERLY COLONIAL TRUST I)
-------------------------------------------------

Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------
(Colonial High Yield Securities Fund)
Classes A, B, C

<TABLE>
<CAPTION>
Item Number of Form N-1A Prospectus Location or Caption
- ------------------------ ------------------------------

Part A
- ------
<S> <C>
1. Front Cover Page; Back Cover Page

2. The Fund; Other Investment Strategies and Risks

3. The Fund

4. The Fund

5. Not Applicable

6. Front Cover; Managing the Fund; Your Account

7. Your Account

8. The Fund, Your Account

9. Financial Highlights
</TABLE>

<PAGE>

- ----------------------------------- -----------------------
COLONIAL HIGH YIELD SECURITIES FUND PROSPECTUS, MAY 3, 1999
- ----------------------------------- -----------------------

Advised by Colonial Management Associates, Inc.

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

Performance History.....................4

Your Expenses...........................5

YOUR ACCOUNT 6
- -----------------------------------------

How to Buy Shares.......................6

Sales Charges...........................7

How to Exchange Shares..................9

How to Sell Shares......................9

Distribution and Service Fees..........10

Other Information About Your Account...11

MANAGING THE FUND 13
- -----------------------------------------

Investment Advisor.....................13

Portfolio Manager......................13
- -----------------------------------------

OTHER INVESTMENT
STRATEGIES AND RISKS 14
- -----------------------------------------

FINANCIAL HIGHLIGHTS 16
- -----------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------

INVESTMENT GOAL
- --------------------------------------------------------------------------------
The Fund seeks a high current income and total return.

PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
The Fund pursues its investment goal by investing primarily in lower rated
corporate debt securities. These securities have the following ratings:

o BBB through C by Standard & Poor's Corporation

o Baa through D by Moody's Investors Service, Inc.

o a comparable rating by another nationally recognized rating service, or

o the security is unrated and the advisor believes it to be comparable in
quality to securities having such ratings as noted above..

Although the Fund will invest primarily in debt securities, the Fund may invest
in equity securities to seek capital appreciation. Equity securities include
common stocks, preferred stocks, warrants and debt securities convertible into
common stocks. Additionally, the Fund may invest in securities issued or
guaranteed by foreign governments or foreign companies, including securities
issued in emerging market countries.

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. Credit risk is the
risk that the price of a security will fall due to unfavorable changes in the
financial condition of the issuer of the security.

Lower rated debt securities are commonly referred to as "junk bonds" and are
considered speculative. Lower quality debt securities involve greater risk of
loss and are less liquid, especially during periods of economic uncertainty or
change, than higher quality debt securities.

Interest rate risk is the risk of a change in the price of a bond when interest
rates change. In general, if interest rates rise, bond prices fall, and if
interest rates fall, bond prices rise. Changes in the values of bonds usually
will not affect the amount of income the Fund receives from them but will affect
the value of the Fund's shares. Interest rate risk is generally greater for
bonds with longer maturities.

Because the Fund may invest in fixed income securities issued by private
entities, including certain types of corporate bonds, the Fund is subject to
issuer risk. Issuer risk is the possibility that changes in the financial
condition of the issuer of a security, changes in general economic conditions,
or changes in economic conditions that affect the issuer's industry may impact
the issuer's ability to make timely payment of interest or principal. This could
result in decreases in the price of the security.

---
2
<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.

Emerging markets are also subject to risk. The risks of foreign investments are
typically increased in less developed and developing countries. For example,
political and economic structures in these countries may be new and developing
rapidly, which may cause instability. These countries are also more likely to
experience high levels of inflation, deflation or currency devaluations, which
could hurt their economies and securities markets.

Information on other securities and risks appears under "Other Investment
Strategies and Risks."

---
3
<PAGE>

| The Fund
|

[Begin sidebar]

UNDERSTANDING PERFORMANCE

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

Average annual total return is a measure of the Fund's performance over the past
one-year, five-year and ten-year periods. It includes the effects of Fund
expenses. The table shows each class's returns with sales charges.

The Fund's return is compared to CS First Boston High Yield Index (CS First
Index), a broad-based, index that tracks the performance of high-yield bonds,
and the Lipper, Inc. High Current Yield peer group category (Lipper Average).
Unlike the Fund, indices are not investments, do not incur fees or expenses and
are not professionally managed.. It is not possible to invest in the index.
Sales charges are not reflected in the Lipper Average.

[End sidebar]

PERFORMANCE HISTORY
- --------------------------------------------------------------------------------

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year total returns for its Class A
shares. The performance table following the bar chart shows how the Fund's
average annual returns for Class A, B and C shares compare with those of a broad
measure of market performance for 1 year, 5 years and 10 years. The chart and
table are intended to illustrate some of the risks of investing in the Fund by
showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance. Performance results
include the effect of expense reduction arrangements, if any. If these
arrangements were not in place, then the performance results would have been
lower. Any reduction arrangements may be discontinued at any time.

- --------------------------------------------------------------------------------
Calendar-Year Total Returns (Class A)
- --------------------------------------------------------------------------------

[Bar chart data]

<TABLE>
<S> <C>
The Fund's year-to-date total return through Best quarter: 1st quarter 1991, +15.27%
March 31, 1999 was 3.79%. Worst quarter: 3rd quarter 1990, -10.35%
</TABLE>

- --------------------------------------------------------------------------------
Average Annual Total Returns -- for periods ended December 31, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
<S> <C> <C> <C>
Class A (%) -2.73 7.82 9.98
- --------------------------------------------------------------------------------------
Class B (%) -3.32 7.78 9.99(1)
- --------------------------------------------------------------------------------------
Class C (%) 0.57 8.45(1) 10.30(1)
- --------------------------------------------------------------------------------------
CS First Index (%) 0.58 8.16 10.74
- --------------------------------------------------------------------------------------
Lipper Average (%) -0.44 7.37 9.34
- --------------------------------------------------------------------------------------
</TABLE>

(1) Class B and Class C (newer class shares) performance information includes
returns of the Fund's Class A shares (the oldest existing fund class) for
periods prior to the inception of the newer class shares. These Class A
share returns are not restated to reflect any differences in expenses (like
Rule 12b-1 fees) between Class A shares and the newer classes of shares. If
differences in expenses were reflected, the returns for periods prior to
the inception of the newer class shares would be lower. Class B shares were
initially offered on June 8, 1992 and Class C shares were initially offered
on January 15, 1996.

---
4
<PAGE>

| The Fund
|

[Begin sidebar]

UNDERSTANDING EXPENSES

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

Annual Fund Operating Expenses are deducted from the Fund. They include
management 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:

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain
the same

o No expense reductions in effect

[End sidebar]

YOUR EXPENSES
- --------------------------------------------------------------------------------
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.

- --------------------------------------------------------------------------------
Shareholder Fees (paid directly from your investment)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted directly from Fund assets)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Management fee (%) 0.60 0.60 0.60
- ---------------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00(4)
- ---------------------------------------------------------------------------------------
Other expenses (%) 0.36 0.36 0.36
- ---------------------------------------------------------------------------------------
Total annual fund operating expenses (%) 1.21 1.96 1.96(4)
</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 $592 $841 $1,108 $1,871
- --------------------------------------------------------------------------------------
Class B: did not sell your shares $199 $615 $1,057 $2,091
sold all your shares at
the end of the period $699 $915 $1,257 $2,091
- --------------------------------------------------------------------------------------
Class C: did not sell your shares $199 $616 $1,059 $2,289
sold all your shares at
the end of the period $299 $616 $1,059 $2,289
</TABLE>

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

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

(4) The Fund's distributor has agreed to voluntarily waive a portion of the
12b-1 fee for Class C shares, so that the distribution fee portion of the
12b-1 fees does not exceed 0.60%. As a result, the actual 12b-1 fee for
Class C shares was 0.85%, and the total annual fund operating expenses for
Class C shares were 1.81%.

---
5
<PAGE>

| The Fund
|

[Begin sidebar]

INVESTMENT MINIMUMS(5)

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

[End sidebar]

- --------------------------------------------------------------------------------
Your Account
- --------------------------------------------------------------------------------

HOW TO BUY SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When the Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated 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 various ways you can purchase shares:
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your Your financial advisor can help you establish your account and
financial advisor buy Fund shares on your behalf.
- ---------------------------------------------------------------------------------------
By check For new accounts, send a completed application and check made
(new account) payable to the Fund to the transfer agent, Liberty Funds
Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
- ---------------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional
(existing account) investment stub included in your quarterly statement, or send a
Letter of Instruction (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 or your financial advisor 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 funds You may purchase shares by electronically transferring money
transfer (EFT) from your bank account to your fund account by calling
1-800-422-3737. Your money may take up to two business days to
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 automatically
investment plan 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
diversification one fund into the same class of shares of the Fund at no
additional sales charge. To invest your dividends in another
fund, call 1-800-345-6611.
</TABLE>

(5) 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.

---
6
<PAGE>

| Your Account
|

[Begin sidebar]

CHOOSING A SHARE CLASS

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

[End sidebar]

SALES CHARGES
- --------------------------------------------------------------------------------

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

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 4.75 4.99 4.25
- ---------------------------------------------------------------------------------------
$50,000 to less than $100,000 4.50 4.71 4.00
- ---------------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 3.00
- ---------------------------------------------------------------------------------------
$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(6) 0.00 0.00 0.00
</TABLE>

(6) 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.

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7
<PAGE>

| Your Account
|

[Begin sidebar]

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.

[End sidebar]

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

- --------------------------------------------------------------------------------
Purchases Over $1 Million
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Amount purchased Commission %
<S> <C>
First $3 million 1.00
- --------------------------------------------------------------------------------
Next $2 million 0.50
- --------------------------------------------------------------------------------
Over $5 million 0.25(7)
</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>

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

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8
<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 the sale of
your sharesfor up to 15 days after your initial purchase to protect against
checks that are returned.

---
9
<PAGE>

| Your Account
|

- --------------------------------------------------------------------------------
Outlined below are the various options for selling shares:
- --------------------------------------------------------------------------------

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, unless you have notified the
Fund of an address change within the previous 30 days. 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
C share distribution fee so that it does not exceed 0.60% annually. Over time,
these fees will increase the cost of your shares and may cost you more than
paying other types of sales charges.(8)

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

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10
<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 some 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.

---
11
<PAGE>

| Your Account
|

[Begin sidebar]

UNDERSTANDING FUND DISTRIBUTIONS

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

[End sidebar]

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

- --------------------------------------------------------------------------------
Types of Distributions
- --------------------------------------------------------------------------------

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

Distribution Options The Fund distributes any dividends monthly and any capital
gains (including short-term capital gains) at least annually. You can choose one
of the following options for these distributions when you open your account.(9)
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(10)
- --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(10)

o send the check to your address of record
o send the check to a third party address
o transfer the money to your bank via 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 such, regardless of how long you have held your Fund shares. 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 foreign, state, local or other applicable tax laws.

(9) 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.

(10) 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.

---
12
<PAGE>

- --------------------------------------------------------------------------------
Managing the Funds
- --------------------------------------------------------------------------------

INVESTMENT ADVISOR
- --------------------------------------------------------------------------------

Colonial Management Associates, Inc. (Colonial), located at One Financial
Center, Boston, Massachusetts 02111, is the Fund's investment advisor. In its
duties as investment advisor, Colonial runs the Fund's day-to-day business,
including placing all orders for the purchase and sale of the Fund's portfolio
securities. Colonial has been an investment advisor since 1931. As of March 31,
1999, Colonial managed over $16.7 billion in assets.

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

For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.60% of average daily net assets of the Fund.

Colonial 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
- --------------------------------------------------------------------------------

Carl C. Ericson, Senior Vice President and Director of Colonial and Manager of
Colonial's Taxable Fixed Income Group, has managed the Fund since January 1999
and has been employed by Colonial as a portfolio manager since 1985.

---
13
<PAGE>

[Begin sidebar]

UNDERSTANDING THE FUND'S OTHER INVESTMENTS AND RISKS

The Fund's primary investments and its risks are described under "The Fund --
Primary Investment Strategies and Primary Investment Risks." In seeking to meet
its investment goal, the Fund may also invest in other securities and utilize
other investment techniques. These securities and investment techniques offer
certain opportunities and carry various risks.

The Fund may elect not to buy all of these securities or use all of these
techniques to the fullest extent permitted, unless it believes that doing so
will help the Fund achieve its investment goal. The Fund may not always achieve
its investment goal. The Fund's goal and certain non-fundamental investment
policies may be changed without shareholder approval.

Additional information about the Fund's securities and investment techniques, as
well as the Fund's fundamental and non-fundamental investment techniques, is
contained in the SAI.

[End sidebar]

- --------------------------------------------------------------------------------
Other Investment Strategies and Risks
- --------------------------------------------------------------------------------

DERIVATIVES
- --------------------------------------------------------------------------------

The Fund may enter into a number of hedging strategies, including those that
employ futures and options, to gain or reduce exposure to particular securities
or markets. These strategies may involve the use of financial instruments,
commonly referred to as derivatives, whose values depend on, or are derived
from the value of an underlying security, an index or a currency. The Fund may
use derivatives for hedging purposes (attempting to offset a potential loss
in one position by establishing an interest in an opposite position).
Derivatives involve the risk that they may exaggerate a loss, potentially
losing more money than the actual cost of the security, or limit a potential
gain. Also, with some derivatives there is the risk that the other party to the
transaction may fail to honor its contract terms, causing a loss to the Fund.

ZERO COUPON BONDS
- --------------------------------------------------------------------------------
The Fund may invest in zero coupon bonds. Zero coupon bonds are issued at less
than their face value and do not make any payments of interest. As a result,
these bonds include greater credit risk and are subject to greater volatility
than bonds that pay cash interest on a current basis.

TEMPORARY DEFENSIVE STRATEGIES
- --------------------------------------------------------------------------------

The advisor may determine that adverse market conditions make it desirable to
temporarily suspend the Fund's normal investment activities. During such times,
the Fund may invest in cash or high-quality, taxable short-term debt securities,
without limit. Taking a temporary defensive position may prevent the Fund from
achieving its goal.

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
principal 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 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 investments strategies.

YEAR 2000 COMPLIANCE
- --------------------------------------------------------------------------------

---
14
<PAGE>

| Other Investment Strategies and Risks
|

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. The Fund may invest in emerging markets
in developing countries and some reports indicate that developing countries may
be behind other countries with respect to Year 2000 compliance.

---
15
<PAGE>

- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from January 1 to December 31. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report, along with the Fund's financial statements, is
included in the annual report. You can request a free annual report by calling
1-800-426-3750.

- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Year ended December 31
1998 1997
Class A Class B Class C Class A Class B Class C(a)
<S> <C> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 7.230 7.230 7.230 6.920 6.920 6.920
- -----------------------------------------------------------------------------------------------------------
Income from Investment Operations ($)
Net investment income 0.628 0.574 0.585(c) 0.610 0.557 0.562
- -----------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) (0.474) (0.474) (0.474) 0.312 0.312 0.312
- -----------------------------------------------------------------------------------------------------------
Total from Investment Operations 0.154 0.100 0.111 0.922 0.869 0.874
===========================================================================================================
Less Distributions Declared to Shareholders ($):
From net investment income (0.624) (0.570) (0.581) (0.612) (0.559) (0.564)
- -----------------------------------------------------------------------------------------------------------
In excess of net investment income -- -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------
Total Distributions Declared to Shareholders (0.624) (0.570) (0.581) (0.612) (0.559) (0.564)
===========================================================================================================
Net asset value --
End of period ($) 6.760 6.760 6.760 7.230 7.230 7.230
- -----------------------------------------------------------------------------------------------------------
Total return (%) (d) 2.12 1.36 1.51(e 13.87 13.03 13.11
===========================================================================================================
Ratios to average net assets (%)
Expenses (g) 1.21 1.96 1.81(c) 1.20 1.95 1.85
- -----------------------------------------------------------------------------------------------------------
Net investment income (g) 8.81 8.06 8.21(c) 8.53 7.78 7.88
- -----------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 97 97 97 115 115 115
- -----------------------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 568,125 573,626 34,302 600,107 513,977 17,977
- -----------------------------------------------------------------------------------------------------------

<CAPTION>
Year ended December 31
1996
Class A Class B Class C(b)
<S> <C> <C> <C>
Net asset value --
Beginning of period ($) 6.750 6.750 6.780
- -------------------------------------------------------------------------------
Income from Investment Operations ($)
Net investment income 0.625 0.574 0.554
- -------------------------------------------------------------------------------
Net realized and unrealized gain (loss) 0.160 0.160 0.130
- -------------------------------------------------------------------------------
Total from Investment Operations 0.785 0.734 0.684
===============================================================================
Less Distributions Declared to Shareholders ($):
From net investment income (0.615) (0.564) (0.544)
- -------------------------------------------------------------------------------
In excess of net investment income -- -- --
- -------------------------------------------------------------------------------
Total Distributions Declared to Shareholders (0.615) (0.564) (0.544)
===============================================================================
Net asset value --
End of period ($) 6.920 6.920 6.920
- -------------------------------------------------------------------------------
Total return (%) (d) 12.21 11.38 10.56(f)
===============================================================================
Ratios to average net assets (%)
Expenses (g) 1.20 1.95 1.92(h)
- -------------------------------------------------------------------------------
Net investment income (g) 9.02 8.27 8.27(h)
- -------------------------------------------------------------------------------
Portfolio turnover (%) 145 145 145
- -------------------------------------------------------------------------------
Net assets at end of period (000) ($) 523,065 411,124 6,054
- -------------------------------------------------------------------------------
</TABLE>

(a) Class D shares were redesignated Class C shares on July 1, 1997.

(b) Class C shares were initially offered on January 15, 1996. Per share
amounts reflect activity from that date.

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

(e) Had the Distributor not waived a portion of expenses, total return would
have been reduced.

(f) Not annualized.

(g) In 1998, the benefits derived from custody credits and directed brokerage
arrangements had an impact of 0.01%. In 1997, the benefits derived from
custody credits and directed brokerage arrangements had no impact. Prior
years' ratios are net of benefits received, if any.

(h) Annualized.

---
16
<PAGE>

| Financial Highlights
|

- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Year ended December 31
1995 1994
Class A Class B Class A Class B
<S> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 6.300 6.300 6.950 6.950
- --------------------------------------------------------------------------------------------------------------------------------
Income from Investment Operations ($)
Net investment income 0.615 0.566 0.599 0.549
- --------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) 0.452 0.452 (0.622) (0.622)
- --------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations 1.067 1.018 (0.023) (0.073)
- --------------------------------------------------------------------------------------------------------------------------------
Less Distributions Declared to Shareholders ($):
From net investment income (0.603) (0.555) (0.627) (0.577)
- --------------------------------------------------------------------------------------------------------------------------------
In excess of net investment income (0.014) (0.013) --- ---
- --------------------------------------------------------------------------------------------------------------------------------
Total Distributions Declared to Shareholders (0.617) (0.568) (0.627) (0.577)
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value --
End of period ($) 6.750 6.750 6.300 6.300
- --------------------------------------------------------------------------------------------------------------------------------
Total return (%) (a) 17.65 16.78 (0.34) (1.09)
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets (%)
Expenses (b) 1.21 1.96 1.23 1.98
- --------------------------------------------------------------------------------------------------------------------------------
Net investment income (b) 9.14 8.39 9.03 8.28
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 95 95 123 123
- --------------------------------------------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 466,905 351,068 389,791 253,438
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(b) Ratios are net of custody credits and directed brokerage arrangements, if
any.

---
17
<PAGE>

- --------------------------------------------------------------------------------
Notes
- --------------------------------------------------------------------------------

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

---
18
<PAGE>

| Notes
|

---
19
<PAGE>

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

You may wish to read the SAI for more information on the Fund and the securities
in which it invests. 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 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 Funds Trust I (formerly Colonial Trust I): 811-2214
o Colonial High Yield Securities Fund

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

[Logo: Liberty Head Shield]

LIBERTY

COLONIAL o CRABE HUSON o NEWPORT o STEIN ROE ADVISOR

Liberty Funds Distributors, Inc. (c) 1999
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com

HY-01/021H-0499
<PAGE>
<PAGE>

LIBERTY FUNDS TRUST I (FORMERLY COLONIAL TRUST I)
-------------------------------------------------

Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------
(Colonial High Yield Securities Fund)
Class Z

<TABLE>
<CAPTION>
Item Number of Form N-1A Prospectus Location or Caption
- ------------------------ ------------------------------

Part A
- ------
<S> <C>
1. Front Cover Page; Back Cover Page

2. The Fund; Other Investment Strategies and Risks

3. The Fund

4. The Fund

5. Not Applicable

6. Front Cover; Managing the Fund; Your Account

7. Your Account

8. The Fund, Your Account

9. Financial Highlights
</TABLE>
<PAGE>
- ----------------------------------- -----------------------
COLONIAL HIGH YIELD SECURITIES FUND PROSPECTUS, MAY 3, 1999
- ----------------------------------- -----------------------

CLASS Z SHARES

Advised by Colonial Management Associates, Inc.

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

Performance History.....................4

Your Expenses...........................5

YOUR ACCOUNT 6
- -----------------------------------------

How to Buy Shares.......................6

Sales Charges...........................7

How to Exchange Shares..................7

How to Sell Shares......................7

Other Information About Your Account....9

MANAGING THE FUND 11
- -----------------------------------------

Investment Advisor.....................11

Portfolio Manager......................11
- -----------------------------------------

OTHER INVESTMENT
STRATEGIES AND RISKS 12
- -----------------------------------------

FINANCIAL HIGHLIGHTS 14
- -----------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------

Investment Goal
- --------------------------------------------------------------------------------
The Fund seeks a high current income and total return.

Primary Investment Strategies
- --------------------------------------------------------------------------------

The Fund pursues its investment goal by investing primarily in lower rated
corporate debt securities. These securities have the following ratings:

o BBB through C by Standard & Poor's Corporation

o Baa through D by Moody's Investors Service, Inc.

o a comparable rating by another nationally recognized rating service, or;

o the security is unrated and the advisor believes it to be comparable in
quality to securities having such ratings as noted above.

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.

---
2

| The Fund
|

Information on other securities and risks appears under "Other Investment
Strategies and Risks."

---
3

<PAGE>
| The Fund
|

[BEGIN SIDEBAR]

UNDERSTANDING PERFORMANCE

Calendar-year total return shows the Funds Class A share performance for the
last ten complete calendar years. It includes the effects of Fund expenses.

[END SIDEBAR]

Performance history
- --------------------------------------------------------------------------------

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar-year total returns for its Class A shares.
Class A share performance is shown because Class Z shares were first available
on January 8, 1999. The performance table following the bar chart shows how the
Fund's average annual returns compare with those of a broad measure of market
performance for 1 year, 5 years and 10 years. Class Z performance would have
been substantially similar to the performance of the Fund's Class A shares. The
chart and table are intended to illustrate some of the risks of investing in the
Fund by showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance.

[Bar chart data]

<TABLE>
<CAPTION>
<S> <C>
The Fund's year-to-date total return through Best quarter: 1st quarter 1991, +15.27%
March 31, 1999 was 3.79%. Worst quarter: 3rd quarter 1990, -10.35%
</TABLE>

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
<S> <C> <C> <C>
Class A(1)(%) -2.73 7.82 9.98
- --------------------------------------------------------------------------------------
CS First Index (%) 0.58 8.16 10.74
- --------------------------------------------------------------------------------------
Lipper Average (%) -0.44 7.37 9.34
- --------------------------------------------------------------------------------------
</TABLE>

(1) Because Class Z shares have only been in existence since January 8, 1999,
the calendar-year total returns and the average annual returns shown are for
Class A shares, which are not available in this prospectus. The classes
would have similar returns because the shares are invested in the same
portfolio of securities. They differ only to the extent that they do not have
the same expenses.

---
4

<PAGE>
| The Fund
|

[Begin sidebar]

UNDERSTANDING EXPENSES

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

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

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain
the same

o No expense reductions in effect

[End sidebar]

- --------------------------------------------------------------------------------
Your Expenses
- --------------------------------------------------------------------------------
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.

Class Z
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(2) (as a percentage of amount
redeemed, if applicable) None

- --------------------------------------------------------------------------------
Estimated Annual Fund Operating Expenses (deducted directly from Fund assets)
- --------------------------------------------------------------------------------

Class Z
Management fee (%) 0.60
- --------------------------------------------------- -----------
Distribution and service (12b-1) fees (%) 0.00
- --------------------------------------------------- -----------
Other expenses (%)(3) 0.36
- --------------------------------------------------- -----------
Total annual fund operating expenses (%) 0.96

Class 1 Year 3 Years 5 Years 10 Years

Class Z $98 $306 $531 $1,178

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

(3) Estimated based on Class A expenses.

---
5

<PAGE>
- --------------------------------------------------------------------------------
Your Account
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
Outlined below are the various options for buying shares:
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Method Instructions
<S> <C>
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 Letter of Instruction (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 or your financial advisor may acquire shares by
exchanging shares you own in one fund for shares of the same
class of the Fund at no additional cost. To exchange by
telephone, call 1-800-422-3737.
- -------------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank
account to your fund account. To wire funds to your fund account,
call 1-800-422-3737 to obtain a control number and the wiring
instructions.
- -------------------------------------------------------------------------------------
By electronic funds You may purchase shares by electronically transferring money
transfer (EFT) from your bank account to your fund account by calling
1-800-422-3737. Your money may take up to two business days
to 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 automatically
investment plan 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 another
diversification fund into the same class of shares of the Fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>

---
6
<PAGE>
| Your Account
|

[BEGIN SIDEBAR]

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.

[END SIDEBAR]

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
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.

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 the sale of
your shares for up to 15 days after your initial purchase to protect against
checks that are returned.

---
7

<PAGE>
| Your Account
|

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 electronically
funds transfer 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>

---
8

<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.

---
9

<PAGE>
| Your Account
|

[BEGIN SIDEBAR]

UNDERSTANDING FUND DISTRIBUTIONS

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

[END SIDEBAR]

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

- --------------------------------------------------------------------------------
Types of Distributions
- --------------------------------------------------------------------------------

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

Distribution Options The Fund distributes any dividends monthly and any capital
gains (including short-term capital gains) at least annually. You can choose
one of the following options for these distributions when you open your
account.(4) 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(5)
- --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(5)

o send the check to your address of record
o send the check to a third party address
o transfer the money to your bank via EFT

(4) 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.

(5) 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.

---
10

<PAGE>

- --------------------------------------------------------------------------------
Managing the Funds
- --------------------------------------------------------------------------------

Investment Advisor
- --------------------------------------------------------------------------------

For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.60% of average daily net assets of the Fund.

Portfolio Manager
- --------------------------------------------------------------------------------

---
11

<PAGE>

[Begin sidebar]

UNDERSTANDING THE FUND'S OTHER INVESTMENTS AND RISKS

Additional information about the Fund's securities and investment techniques, as
well as the Fund's fundamental and non-fundamental investment techniques, is
contained in the SAI.

[End sidebar]

Derivatives
- --------------------------------------------------------------------------------
The Fund may enter into a number of hedging strategies, including those that
employ futures and options, to gain or reduce exposure to particular securities
or markets. These strategies may involve the use of financial instruments,
commonly referred to as derivatives, whose values depend on, or are derived
from the value of an underlying security, an index or a currency. The Fund may
use derivatives for hedging purposes (attempting to offset a potential loss
in one position by establishing an interest in an opposite position).
Derivatives involve the risk that they may exaggerate a loss, potentially
losing more money than the actual cost of the security, or limit a potential
gain. Also, with some derivatives there is the risk that the other party to the
transaction may fail to honor its contract terms, causing a loss to the Fund.

Zero Coupon Bonds
- --------------------------------------------------------------------------------
The Fund may invest in zero coupon bonds. Zero coupon bonds are issued at less
than their face value and do not make any payments of interest. As a result,
these bonds include greater credit risk and are subject to greater volatility
than bonds that pay cash interest on a current basis.

Temporary Defensive Strategies
- --------------------------------------------------------------------------------

In seeking to achieve its goals, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principal 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.

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,
distributor, and transfer agent (Liberty Companies) are taking steps that they
believe are reasonably designed to address the Year 2000 Problem, including
communicating with vendors who furnish services, software and systems to the
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
---
12
<PAGE>
| Other Investment Strategies and Risks
|

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. The Fund may invest in
emerging markets in developing countries and some reports indicate that
developing countries may be behind other countries with respect to Year 2000
compliance.

---
13

<PAGE>

- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's Class A shares for
the last five fiscal years, which run from January 1 to December 31. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that you would have earned (or lost) on
an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been derived from the Fund's financial
statements which have been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report, along with the Fund's financial statements, is
included in the annual report. You can request a free annual report by calling
1-800-426-3750.

- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Year ended December 31
1998 1997 1996 1995 1994
Class A Class A Class A Class A Class A
<S> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 7.230 6.920 6.750 6.300 6.950
- -----------------------------------------------------------------------------------------------------------
Income from Investment Operations ($)
Net investment income 0.628 0.610 0.625 0.615 0.599
- -----------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) (0.474) 0.312 0.160 0.452 (0.622)
- -----------------------------------------------------------------------------------------------------------
Total from Investment Operations 0.154 0.922 0.785 1.067 (0.023)
===========================================================================================================
Less Distributions Declared to Shareholders ($):
From net investment income (0.624) (0.612) (0.615) (0.603) (0.627)
- -----------------------------------------------------------------------------------------------------------
In excess of net investment income -- -- -- (0.014) ---
- -----------------------------------------------------------------------------------------------------------
Total Distributions Declared to Shareholders (0.624) (0.612) (0.615) (0.617) (0.627)
===========================================================================================================
Net asset value --
End of period ($) 6.760 7.230 6.920 6.750 6.300
- -----------------------------------------------------------------------------------------------------------
Total return (%) (a) 2.12 13.87 12.21 17.65 (0.34)
===========================================================================================================
Ratios to average net assets (%)
Expenses (b) 1.21 1.20 1.20 1.21 1.23
- -----------------------------------------------------------------------------------------------------------
Net investment income (b) 8.81 8.53 9.02 9.14 9.03
- -----------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 97 115 145 95 123
- -----------------------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 568,125 600,107 523,065 466,905 389,791
- -----------------------------------------------------------------------------------------------------------
</TABLE>

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

(b) In 1998, the benefits derived from custody credits and directed brokerage
arrangements had an impact of 0.01%. In 1997, the benefits derived from
custody credits and directed brokerage arrangements had no impact. Prior
years' ratios are net of benefits received, if any.

---
14

<PAGE>

- --------------------------------------------------------------------------------
Notes
- --------------------------------------------------------------------------------

---
15
<PAGE>

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

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

You 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 Funds Trust I (formerly Colonial Trust I): 811-2214
Colonial High Yield Securities Fund

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

[Logo: Liberty Head Shield]

LIBERTY

COLONIAL o CRABE HUSON o NEWPORT o STEIN ROE ADVISOR

Liberty Funds Distributors, Inc. (c) 1999
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com
<PAGE>

LIBERTY FUNDS TRUST I (FORMERLY COLONIAL TRUST I)
-------------------------------------------------

Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------
(Colonial Income Fund)
Classes A, B, C

<TABLE>
<CAPTION>
Item Number of Form N-1A Prospectus Location or Caption
- ------------------------ ------------------------------

Part A
- ------
<S> <C>
1. Front Cover Page; Back Cover Page

2. The Fund; Other Investment Strategies and Risks

3. The Fund

4. The Fund

5. Not Applicable

6. Front Cover; Managing the Fund; Your Account

7. Your Account

8. The Fund, Your Account

9. Financial Highlights
</TABLE>
<PAGE>

COLONIAL INCOME FUND Prospectus, May 3, 1999

Advised by Colonial Management Associates, Inc.

<TABLE>
<CAPTION>
- ---------------------------------------------------
TABLE OF CONTENTS

<S> <C>
THE FUND 2
- ---------------------------------------------------

Investment Goals............................... 2

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

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

Performance History............................ 4

Your Expenses.................................. 5

YOUR ACCOUNT 6
- ---------------------------------------------------

How to Buy Shares.............................. 6

Sales Charges.................................. 7

How to Exchange Shares......................... 9

How to Sell Shares............................. 9

Distribution and Service Fees.................. 10

Other Information About Your Account........... 11

MANAGING THE FUND 13
- ---------------------------------------------------

Investment Advisor............................. 13

Portfolio Manager.............................. 13
- ---------------------------------------------------

OTHER INVESTMENT
STRATEGIES AND RISKS 14
- ---------------------------------------------------

FINANCIAL HIGHLIGHTS 16
- ---------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------

INVESTMENT GOALS
- --------------------------------------------------------------------------------

The Fund seeks as high a level of current income and total return as is
consistent with prudent risk.

PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

The Fund seeks to achieve its investment goals by investing in:

o Debt securities issued by the U.S. government or U.S. corporations;

o Debt securities issued by foreign governments or corporations; and

o Preferred stocks.

The allocation of investments among debt securities at any given time is based
on the investment advisor's estimate of the expected performance and risk of
each type of investment.

The Fund also invests in preferred stocks to pursue its goal of total return.
Some preferred stocks may be accompanied by a warrant, which is a right to
acquire the issuer's common stock. The Fund intends to dispose of any common
stock acquired through these warrants.

The Fund pursues its investment goals by investing a portion of it's assets in
lower rated corporate debt securities. These securities have the following
ratings:

o BBB through C by Standard & Poor's Corporation

o Baa through D by Moody's Investor Services, Inc.

o a comparable rating by another nationally recognized rating service, or

o the security is unrated and the advisor believes it to be comparable in
quality to a lower-rated debt security.

The Fund will limit its investments in lower rated corporate debt securities to
25% of its assets.

Additionally, the Fund may invest up to 25% of its assets in securities issued
or guaranteed by foreign governments or foreign companies, including securities
issued in emerging market countries.

Approval by the Fund's shareholders is not required to modify or change the
Fund's goals or investment strategies.

----
2
<PAGE>

| The Fund
|
|

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 issuer of the security.

Emerging markets are also subject to risk. The risks of foreign investments are
typically increased in less developed and developing countries, which are
sometimes referred to as emerging markets. For example, political and economic
structures in these countries may be new and developing rapidly, which may cause
instability. These countries are also more likely to experience high levels of
inflation, deflation or currency devaluations, which could hurt their economies
and securities markets.

Because the Fund may invest in fixed income securities issued by private
entities, including certain types of corporate bonds, the Fund is subject to
issuer risk. Issuer risk is the possibility that changes in the financial
condition of the issuer of a security, changes in general economic conditions or
changes in economic conditions that affect the issuer's industry may impact the
issuer's ability to make timely payment of interest or principal. This could
result in decreases in the price of the security.

Lower rated debt securities are securities rated below BBB by Standard & Poor's
Corporation or below Baa by Moody's Investor Services, Inc. The advisor may
determine that certain unrated securities qualify as lower rated if the security
has comparable credit quality. Lower rated securities have the added risk that
the issuer of the security may default and not make payment of interest or
principal.

Information on other securities and risks appears under "Other Investment
Strategies and Risks."

----
3
<PAGE>

| The Fund
|
|

[BEGIN SIDEBAR]

UNDERSTANDING PERFORMANCE

The Fund's return is compared to the Lehman Government/Corporate Bond
Index (Lehman Index), an unmanaged index that tracks the performance of U.S.
government and U.S. corporate bonds. The Fund's return is also compared to the
average return of the funds included in Lipper Inc.'s Intermediate Investment
Grade Debt category (Lipper Average). Unlike the Fund, the index is not an
investment, does not incur fees or expenses and is not professionally managed.
It is not possible to invest directly in the index. Sales charges are not
reflected in the Lipper Average.

[END SIDEBAR]

PERFORMANCE HISTORY
- --------------------------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar year total returns for its Class A shares. The
performance table following the bar chart shows how the Fund's average annual
returns for Class A, B and C shares compare with those of a broad measure of
market performance for 1 year, 5 years and 10 years. The chart and table are
intended to illustrate some of the risks of investing in the Fund by showing the
changes in the Fund's performance. All returns include the reinvestment of
dividends and distributions. As with all mutual funds, past performance does not
predict the Fund's future performance. Performance results include the effect of
expense reduction arrangements, if any. If these arrangements were not in place,
then the performance results would have been lower. Any reduction arrangements
may be discontinued at any time.

[END BAR CHART]

The Fund's year-to-date total return through
March 31, 1999 was 0.06%

Best quarter: 2nd quarter 1995, +6.70%
Worst quarter: 1st quarter 1994, -3.46%

Average Annual Total Returns - for periods ended December 31, 1998

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
<S> <C> <C> <C>
Class A (%) 2.99 5.99 7.91
- -----------------------------------------------------------------------------------
Class B (%) 2.32 5.92 7.91(1)
- -----------------------------------------------------------------------------------
Class C (%) 6.48 6.85(1) 8.34(1)
- -----------------------------------------------------------------------------------
Lehman Index (%) 9.47 7.30 9.33
- -----------------------------------------------------------------------------------
Lipper Average (%) 7.25 6.35 8.28
</TABLE>

(1) Class B and Class C (newer class shares) performance information includes
returns of the Fund's Class A shares (the oldest existing fund class) for
periods prior to the inception of the newer class shares. These Class A
share returns are not restated to reflect any differences in expenses (like
Rule 12b-1 fees) between Class A shares and the newer classes of shares. If
differences in expenses were reflected, the returns for periods prior to the
inception of the newer class shares would be lower. Class B shares were
initially offered on May 15, 1992 and Class C shares were initially offered
on August 1, 1997.

---
4

<PAGE>

| The Fund
|
|

[BEGIN SIDEBAR]

Understanding Expenses

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

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

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain
the same

o No expense reductions in effect

[END SIDEBAR]

<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) 4.75 0.00 0.00
- ------------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the
offering price) 1.00(3) 5.00 1.00
- ------------------------------------------------------------------------------------
Redemption fee(2) (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 (%) 0.50 0.50 0.50
- ------------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00(4)
- ------------------------------------------------------------------------------------
Other expenses (%) 0.34 0.34 0.34
- ------------------------------------------------------------------------------------
Total annual fund operating expenses (%) 1.09 1.84 1.84(4)
</TABLE>

<TABLE>
<CAPTION>
Class 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class A $581 $806 $1,049 $1,744
- ------------------------------------------------------------------------------------
Class B: did not sell your shares
$187 $580 $997 $1,966
sold all your shares at
the end of the period $687 $880 $1,197 $1,966
- ------------------------------------------------------------------------------------
Class C: did not sell your shares
$187 $580 $997 $2,162
sold all your shares at
the end of the period $287 $580 $997 $2,162
</TABLE>

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

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

(4) The Fund's distributor voluntarily waived a portion of the distribution and
service (12b-1) fee. As a result, the actual 12b-1 fee was 0.85% and total
annual operating expenses were 1.69%.

---
5
<PAGE>

- --------------------------------------------------------------------------------
Your Account
- --------------------------------------------------------------------------------

[BEGIN SIDEBAR]

INVESTMENT MINIMUMS(5)

<TABLE>
<S> <C>
Initial Investment.............$1,000
Subsequent Investments............$50
Automatic Purchase Plans..........$50
Retirement Plans..................$25
</TABLE>

[END SIDEBAR]

<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your Your financial advisor can help you establish your account and
financial advisor buy Fund shares on your behalf.
---------------------------------------------------------------------------------------------
By check For new accounts, send a completed application and check made
(new account) payable to the Fund to the transfer agent, Liberty Funds
Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
---------------------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional (existing
account) investment stub included in your quarterly statement, or send a
Letter of Instruction (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 or your financial advisor 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 funds You may purchase shares by electronically transferring money
transfer (EFT) from your bank account to your fund account by calling
1-800-422-3737. Your money may take up to two business days to
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 automatically
investment plan 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 another
diversification fund into the same class of shares of the Fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>

(5) 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.

---
6
<PAGE>

| Your Account
|
|

[BEGIN SIDEBAR]

Choosing a Share Class

The Fund also offers an additional class of shares, Class Z shares, exclusively
to investment companies advised by an affiliate of the advisor.

[END SIDEBAR]

SALES CHARGES
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
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> <C>
Less than $50,000 4.75 4.99 4.25
- -------------------------------------------------------------------------------------
$50,000 to less than $100,000 4.50 4.71 4.00
- -------------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 3.00
- -------------------------------------------------------------------------------------
$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(6) 0.00 0.00 0.00
</TABLE>

(6) 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.

---
7
<PAGE>

| Your Account
|
|

[BEGIN SIDEBAR]

UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES

[END SIDEBAR]

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

- --------------------------------------------------------------------------------
Purchases Over $1 Million
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Amount purchased Commission %
<S> <C>
First $3 million 1.00
- --------------------------------------------------------------------------------
Next $2 million 0.50
- --------------------------------------------------------------------------------
Over $5 million 0.25(7)
</TABLE>

- --------------------------------------------------------------------------------
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>

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

---
8
<PAGE>

| Your Account
|
|

- --------------------------------------------------------------------------------
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>

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 the sale of
your shares for up to 15 days after your initial purchase to protect against
checks that are returned.

---
9

<PAGE>

| Your Account
|
|

Outlined below are the various options for selling shares:

<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your You may call your financial advisor to place your sell order.
financial advisor To receive the current trading day's price, your financial
advisor firm must receive your request prior to the close
of the 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, unless you have notified the Fund
of an address change within the previous 30 days. 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>

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

---
10

<PAGE>

| Your Account
|
|

OTHER INFORMATION ABOUT YOUR ACCOUNT
- --------------------------------------------------------------------------------

---
11

<PAGE>

| Your Account
|
|

[BEGIN SIDEBAR]

UNDERSTANDING FUND DISTRIBUTIONS

[END SIDEBAR]

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

- --------------------------------------------------------------------------------
Types of Distributions
- --------------------------------------------------------------------------------

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

Distribution Options The Fund declares dividends daily and distributes them
monthly. The Fund declares and distributes any capital gains (including
short-term capital gains) at least annually. Dividends begin to accrue on the
day that we receive payment and stop accruing on the day prior to the shares
leaving the account. You can choose one of the following options for these
distributions when you open your account.(9) To change your distribution option
call 1-800-345-6611.

- --------------------------------------------------------------------------------
Distribution Options
- --------------------------------------------------------------------------------

o send the check to your address of record
o send the check to a third party address
o transfer the money to your bank via EFT

(9) 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.

---
12

<PAGE>

| Your Account
|
|

---
13

<PAGE>

- --------------------------------------------------------------------------------
Managing the Funds
- --------------------------------------------------------------------------------

INVESTMENT ADVISOR
- --------------------------------------------------------------------------------

For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.50% of average daily net assets of the Fund.

Colonial may 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
- --------------------------------------------------------------------------------

Richard A. Stevens, Vice President of Colonial, is the manager of the Fund and
has managed or co-managed the Fund since September, 1995. In addition to
managing the Fund, Mr. Stevens manages the Liberty Core Fixed-Income portfolio
and is a senior research analyst. Mr. Stevens joined Colonial in April, 1994.

---
14

<PAGE>

[BEGIN SIDEBAR]

UNDERSTANDING THE FUND'S
OTHER INVESTMENTS AND RISKS

The Fund's primary investments and its risks are described under "The Fund --
Primary Investment Strategies and Primary Investment Risks." In seeking to meet
its investment goals, the Fund may also invest in other securities and
investment techniques. These securities and investment techniques offer certain
opportunities and carry various risks.

The Fund may elect not to buy all of these securities or use all of these
techniques to the fullest extent permitted, unless it believes that doing so
will help the Fund achieve its investment goals.

[END SIDEBAR]

HEDGING STRATEGIES
- --------------------------------------------------------------------------------

The Fund may enter into a number of hedging strategies, including futures and
options, to gain or reduce exposure to particular securities or markets. These
strategies, which are commonly referred to as derivatives, involve the use of
financial instruments whose value derives from the future, not current,
performance of an underlying security, an index or a currency. The Fund will use
these strategies for hedging purposes (attempting to offset a potential loss in
one position by establishing an interest in an opposite position) in connection
with the Fund's bond holdings or to adjust the duration of the Fund's bond
holdings. Hedging strategies involve the risk that they may exaggerate a loss,
potentially losing more money than the actual cost of the security, or limit a
potential gain. Also, with some hedging strategies there is the risk that the
other party to the transaction may fail to honor its contract terms, causing a
loss to the Fund.

WHEN-ISSUED SECURITIES, FORWARD COMMITMENTS AND DOLLAR ROLLS
- --------------------------------------------------------------------------------
When-issued securities and forward commitments are securities which are
purchased prior to the date they are actually issued or delivered. These
securities involve the risk that they may fall in value by the time they are
actually issued or that the other party may fail to honor the contract terms. In
a dollar roll, the Fund sells a mortgage-backed security and simultaneously
enters into a commitment to purchase a similar security at a later date. Dollar
rolls also involve the risk that the other party may not honor the contract
terms.

STRUCTURE RISK
- --------------------------------------------------------------------------------

Structure risk is the risk that an event will occur (such as a security being
prepaid or called) that alters the security's cash flows. Prepayment risk is a
particular type of structure risk that is present in the Fund because of its
investments in mortgage-backed securities. Prepayment risk is the possibility
that, as interest rates fall, homeowners are more likely to refinance their home
mortgages. When mortgages are refinanced, the principal on mortgage-backed
securities is paid earlier than expected. In an environment of declining
interest rates, mortgage-backed securities may offer less potential for gain
than other debt securities. In addition, the potential impact of prepayment on
the price of a mortgage-backed security may be difficult to predict and result
in greater volatility.

---
15

<PAGE>

| Other Investment Strategies and Risks
|
|

TEMPORARY DEFENSIVE STRATEGIES
- --------------------------------------------------------------------------------

The advisor may determine that adverse market conditions make it desirable to
temporarily suspend the Fund's normal investment activities. During such times,
the Fund may invest in cash or high-quality, short-term debt securities, without
limit. Taking a temporary defensive position may prevent the Fund from achieving
its goals.

In seeking to achieve its goals, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principal 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 SAI, which you may obtain by contacting LFD (see back cover for address
and phone number).

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,
distributor, and transfer agent (Liberty Companies) are taking steps that they
believe are reasonably designed to address the Year 2000 Problem, including
communicating with vendors who furnish services, software and systems to the
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. The Fund invests in
emerging markets in developing countries and some reports indicate that
developing countries may be behind other countries with respect to Year 2000
compliance.

---
16

<PAGE>

- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year ended December 31
1998 1997 1996
Class A Class B Class C Class A Class B Class C(a) Class A Class B
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 6.500 6.500 6.500 6.410 6.410 6.530 6.640 6.640
- -----------------------------------------------------------------------------------------------------------------------------------

Income from Investment
Operations ($)

Net investment income 0.455 0.405 0.415(b) 0.439 0.391 0.171(b) 0.460 0.412
- -----------------------------------------------------------------------------------------------------------------------------------
Net realized and
unrealized gain (loss) 0.057 0.057 0.057 0.095 0.095 (0.032)(c) (0.240) (0.240)
- -----------------------------------------------------------------------------------------------------------------------------------
Total from Investment
Operations 0.512 0.462 0.472 0.534 0.486 0.139 0.220 0.172
- -----------------------------------------------------------------------------------------------------------------------------------

Less Distributions
Declared to
Shareholders ($)

From net investment
income (0.452) (0.402) (0.412) (0.444) (0.396) (0.169) (0.450) (0.402)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value --
End of period ($) 6.560 6.560 6.560 6.500 6.500 6.500 6.410 6.410
- -----------------------------------------------------------------------------------------------------------------------------------
Total return (d) (%) 8.13 7.32 7.48(h) 8.67 7.87 2.17(e)(h) 3.59 2.82
- -----------------------------------------------------------------------------------------------------------------------------------

Ratios to average
net assets (%)

Expenses (f) 1.09 1.84 1.69(b) 1.11 1.86 1.71(b)(g) 1.10 1.85
- -----------------------------------------------------------------------------------------------------------------------------------
Net investment income (f) 7.16 6.41 6.56(b) 6.98 6.23 6.35(b)(g) 7.12 6.37
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 161 161 161 281 281 281 253 253
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of
period (000) ($) 119,002 40,828 2,622 120,336 36,128 240 129,681 35,770
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Class C shares were initially offered on August 1, 1997. Per share amounts
reflect activity from that date.

(b) 1998 information is net of fees waived by LFD which amounted to $0.010 per
share and 0.15%. 1997 information is net of fees waived by LFD which
amounted to $0.004 per share and 0.15%.

(c) The amount shown for a share outstanding does not correspond with the
aggregate net gain on investments for the period due to the timing of sales
and repurchases of Fund shares in relation to fluctuating market values of
the investments of the Fund.

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

(e) Not annualized.

(f) The benefits derived from custody credits and directed brokerage
arrangements had no impact.

(g) Annualized.

(h) Had LFD not waived a portion of expenses, total return would have been
reduced.

---
17

<PAGE>

| Financial Highlights
|
|

- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Year ended December 31
1995 1994
Class A Class B Class A Class B
<S> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 5.950 5.950 6.720 6.720
- ------------------------------------------------------------------------------------------------------

Income from Investment
Operations ($)

Net investment income 0.472 0.425 0.487 0.440
- ------------------------------------------------------------------------------------------------------
Net realized and
unrealized gain (loss) 0.698 0.698 (0.761) (0.761)
- ------------------------------------------------------------------------------------------------------
Total from Investment
Operations 1.170 1.123 (0.274) (0.321)
- ------------------------------------------------------------------------------------------------------

Less Distributions
Declared to
Shareholders ($)

From net investment
income (0.480) (0.433) (0.496) (0.449)
- ------------------------------------------------------------------------------------------------------
Net asset value --
End of period ($) 6.640 6.640 5.950 5.950
- ------------------------------------------------------------------------------------------------------
Total return (a) (%) 20.30 19.42 (4.09) (4.82)
- ------------------------------------------------------------------------------------------------------

Ratios to average
net assets (%)

Expenses 1.09(b) 1.84(b) 1.11 1.86
- ------------------------------------------------------------------------------------------------------
Net investment income 7.45(b) 6.70(b) 7.80 7.05
- ------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 85 85 16 16
- ------------------------------------------------------------------------------------------------------
Net assets at end of
period (000) ($) 143,834 38,203 129,560 22,805
- ------------------------------------------------------------------------------------------------------
</TABLE>

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

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

---
18
<PAGE>

- --------------------------------------------------------------------------------
Notes
- --------------------------------------------------------------------------------

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

---
19

<PAGE>

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

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 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 Funds Trust I (formerly Colonial Trust I): 811-2214

o Colonial Income Fund

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

[LIBERTY LOGO]

COLONIAL o CRABBE HUSON o NEWPORT o 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

IF-01/037H-0499
<PAGE>

LIBERTY FUNDS TRUST I (FORMERLY COLONIAL TRUST I)
-------------------------------------------------

Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------
(Colonial Income Fund)
Class Z

<TABLE>
<CAPTION>
Item Number of Form N-1A Prospectus Location or Caption
- ------------------------ ------------------------------

Part A
- ------
<S> <C>
1. Front Cover Page; Back Cover Page

2. The Fund; Other Investment Strategies and Risks

3. The Fund

4. The Fund

5. Not Applicable

6. Front Cover; Managing the Fund; Your Account

7. Your Account

8. The Fund, Your Account

9. Financial Highlights
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
COLONIAL INCOME FUND Prospectus, May 3, 1999
- --------------------------------------------------------------------------------

Class Z Shares

Advised by Colonial Management Associates, Inc.

Class Z shares of the Fund may be purchased only by other investment companies
managed by an affiliate of the advisor.

- -----------------------------------------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
THE FUND .................................... 2
- -----------------------------------------------
Investment Goals............................. 2
Primary Investment Strategies ............... 2
Primary Investment Risks .................... 2
Performance History ......................... 4
Your Expenses ............................... 5

YOUR ACCOUNT ................................ 6
- -----------------------------------------------
How to Buy Shares ........................... 6
Sales Charges ............................... 7
How to Exchange Shares ...................... 7
How to Sell Shares .......................... 7
Other Information About Your Account ........ 9

MANAGING THE FUND .......................... 11
- -----------------------------------------------
Investment Advisor ......................... 11
Portfolio Manager .......................... 11

OTHER INVESTMENT
STRATEGIES AND RISKS ....................... 12
- -----------------------------------------------

FINANCIAL HIGHLIGHTS ....................... 14
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------

INVESTMENT GOALS
- ------------------------------------------------------------------------
The Fund seeks as high a level of current income and total return as is
consistent with prudent risk.

PRIMARY INVESTMENT STRATEGIES
- ------------------------------------------------------------------------
The Fund seeks to achieve its investment goals by investing in:

o Debt securities issued by the U.S. government or U.S. corporations;

o Debt securities issued by foreign governments or corporations; and

o Preferred stocks.

The allocation of investments among debt securities at any given time is based
on the investment advisor's estimate of the expected performance and risk of
each type of investment.

The Fund pursues it's investment goals by investing a portion of its assets in
lower rated corporate debt securities. These securities have the following
ratings:

o BBB through C by Standard & Poor's Corporation

o Baa through D by Moody's Investor Services, Inc.

o a comparable rating by another nationally recognized rating service, or

the security is unrated and the advisor believes it to be comparable in quality
to a lower-rated debt security.

The Fund will limit its investments in lower rated corporate debt securities to
25% of its assets.

Additionally, the Fund may invest up to 25% of its assets in securities issued
or guaranteed by foreign governments or foreign companies, including securities
issued in emerging market countries.

Approval by the Fund's shareholders is not required to modify or change the
Fund's goals 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 goals.

---
2

<PAGE>

| The Fund
|
|

Because the Fund may invest in fixed income securities issued by private
entities, including certain types of corporate bonds, the Fund is subject to
issuer risk. Issuer risk is the possibility that changes in the financial
condition of the issuer of a security, changes in general economic conditions or
changes in economic conditions that affect the issuer's industry may impact the
issuer's ability to make timely payment of interest or principal. This could
result in decreases in the price of the security.

Information on other securities and risks appears under "Other Investment
Strategies and Risks."

---
3

<PAGE>

| The Fund
|
|

[BEGIN SIDEBAR]

UNDERSTANDING PERFORMANCE

Calendar-year total return shows the Funds Class A share performance for the
last ten complete calendar years. It includes the effects of Fund expenses.

The Fund's return is compared to the Lehman Government/Corporate Bond Index
(Lehman Index), an unmanaged index that tracks the performance of U.S.
government and U.S. corporate bonds. The Fund's return is also compared to the
average return of the funds included in Lipper Inc.'s Intermediate Investment
Grade Debt category (Lipper Average). Unlike the Fund, the index is not an
investment, does not incur fees or expenses and is not professionally managed.
It is not possible to invest directly in the index. Sales charges are not
reflected in the Lipper Average.

[END SIDEBAR]

PERFORMANCE HISTORY
- ------------------------------------------------------------------------

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar year total returns for its Class A shares.
Class A shares performance is shown because Class Z shares were first available
on January 25, 1999. The performance table following the bar chart shows how the
Fund's average annual returns compare with those of a broad measure of market
performance for 1 year, 5 years and 10 years. Class Z performance would have
been substantially similar to the performance of the Fund's Class A shares. The
chart and table are intended to illustrate some of the risks of investing in the
Fund by showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance.

[BAR CHART]

<TABLE>
<S> <C>
1989 7.62%
1990 2.65%
1991 18.80%
1992 8.83%
1993 12.05%
1994 -4.09%
1995 20.30%
1996 3.59%
1997 8.67%
1998 8.13%
</TABLE>
[END BAR CHART]

The Fund's year-to-date total return through March 31, 1999 was 0.06%

Best quarter: 2nd quarter 1995, +6.70%
Worst quarter: 1st quarter 1994, -3.46%

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
- -----------------------------------------------------------
<S> <C> <C> <C>
Class A (%) 2.99 5.99 7.91
- -----------------------------------------------------------
Lehman Index (%) 9.47 7.30 9.33
- -----------------------------------------------------------
Lipper Average (%) 7.25 6.35 8.28
</TABLE>

---
4

<PAGE>

| The Fund
|
|

[BEGIN SIDEBAR]

UNDERSTANDING EXPENSES

Shareholder Fees are paid directly by shareholders to the Funds distributor.

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

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain the same

o No expense reductions in effect

[END SIDEBAR]

YOUR EXPENSES
- ------------------------------------------------------------------------
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.

<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(2) (as a percentage of amount
redeemed, if applicable) None
</TABLE>

<TABLE>
<CAPTION>
Class Z
<S> <C>
Management fee (%) 0.50
- -----------------------------------------------------
Distribution and service (12b-1) fees (%) 0.00
- -----------------------------------------------------
Other expenses(3) (%) 0.34
- -----------------------------------------------------
Total annual fund operating expenses (%) 0.84
</TABLE>

<TABLE>
<CAPTION>
Class 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class Z $86 $269 $468 $1,041
</TABLE>

(2) There is a $7.50 charge for wiring sale proceeds to your bank.
(3) Estimated based on Class A expenses.

---
5

<PAGE>

- --------------------------------------------------------------------------------
Your Account
- --------------------------------------------------------------------------------

HOW TO BUY SHARES
- --------------------------------------------------------------------------------

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

---
6

<PAGE>

| Your Account
|
|

[BEGIN SIDEBAR]

CHOOSING A SHARE CLASS

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

[END SIDEBAR]

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
when you sell, shares of the Fund. Class Z shares of the Fund may only be
purchased by investment companies managed by an affiliate of the advisor.

HOW TO EXCHANGE SHARES
- ------------------------------------------------------------------------
You may exchange your shares for shares of the same share class of another fund
distributed by Liberty Funds Distributor, Inc. (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.

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 the sale of
your shares for up to 15 days after your initial purchase to protect against
checks that are returned.

---
7

<PAGE>

| Your Account
|
|

---
8
<PAGE>

| Your Account
|
|

OTHER INFORMATION ABOUT YOUR ACCOUNT
- --------------------------------------------------------------------------------

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

---
9

<PAGE>

| Your Account
|
|

[BEGIN SIDEBAR]

UNDERSTANDING FUND DISTRIBUTIONS

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

[END SIDEBAR]

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

- --------------------------------------------------------------------------------
Types of Distributions
- --------------------------------------------------------------------------------

Distribution Options The Fund declares dividends daily and distributes them
monthly. The Fund declares and distributes any capital gains (including
short-term capital gains) at least annually. Dividends begin to accrue on the
day that we receive payment and stop accruing on the day prior to the shares
leaving the account. You can choose one of the following options for these
distributions when you open your account.(4) 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(5)
- --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(5)

o send the check to your address of record
o send the check to a third party address
o transfer the money to your bank via EFT

(4) 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.

---
10

<PAGE>

| Your Account
|
|

---
11

<PAGE>

- --------------------------------------------------------------------------------
Managing the Fund
- --------------------------------------------------------------------------------

INVESTMENT ADVISOR
- --------------------------------------------------------------------------------
Colonial Management Associates, Inc. (Colonial), located at One Financial
Center, Boston, Massachusetts 02111, is the Fund's investment advisor. In its
duties as investment advisor, Colonial runs the Fund's day-to-day business,
including placing all orders for the purchase and sale of the Fund's portfolio
securities. Colonial has been an investment advisor since 1931. As of March 31,
1999, Colonial managed over $16.7 billion in assets.

For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.50% of average daily net assets of the Fund.

PORTFOLIO MANAGER
- --------------------------------------------------------------------------------

---
12

<PAGE>

[BEGIN SIDEBAR]

UNDERSTANDING THE FUNDS
OTHER INVESTMENTS AND RISKS

[END SIDEBAR]

The Fund's primary investments and its risks are described under "The Fund --
Primary Investment Strategies and Primary Investment Risks." In seeking to meet
its investment goals, the Fund may also invest in other securities and
investment techniques. These securities and investment techniques offer certain
opportunities and carry various risks.

The Fund may elect not to buy all of these securities or use all of these
techniques to the fullest extent permitted, unless it believes that doing so
will help the Fund achieve its investment goal.

HEDGING STRATEGIES
- --------------------------------------------------------------------------------

STRUCTURE RISK
- ------------------------------------------------------------------------

ZERO COUPON BONDS
- ------------------------------------------------------------------------
The Fund may invest in zero coupon bonds. Zero coupon bonds are issued at less
than their face value and do not make any payments of interest. As a result,
these bonds include greater credit risk and are subject to greater volatility
than bonds that pay cash interest on a current basis.

---
13

<PAGE>

| Other Investment Strategies and Risks
|
|

TEMPORARY DEFENSIVE STRATEGIES
- ------------------------------------------------------------------------

The advisor may determine that adverse market conditions make it desirable to
temporarily suspend the Fund's normal investment activities. During such times,
the Fund may invest in cash or high-quality, short-term debt securities, without
limit. Taking a temporary defensive position may prevent the Fund from achieving
its goals.

YEAR 2000 COMPLIANCE
- ------------------------------------------------------------------------

---
14

<PAGE>

- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Year ended December 31
1998 1997 1996 1995 1994
Class A Class A Class A Class A Class A
<S> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 6.500 6.410 6.640 5.950 6.720
- -----------------------------------------------------------------------------------------
Income from Investment
Operations ($)
Net investment income 0.455 0.439 0.460 0.472 0.487
- -----------------------------------------------------------------------------------------
Net realized and
unrealized gain (loss) 0.057 0.095 (0.240) 0.698 (0.761)
- -----------------------------------------------------------------------------------------
Total from Investment
Operations 0.512 0.534 0.220 1.170 (0.274)
- -----------------------------------------------------------------------------------------
Less Distributions
Declared to
Shareholders ($)

From net investment
income (0.452) (0.444) (0.450) (0.480) (0.496)
- -----------------------------------------------------------------------------------------
Net asset value --
End of period ($) 6.560 6.500 6.410 6.640 5.950
- -----------------------------------------------------------------------------------------
Total return (a) (%) 8.13 8.67 3.59 20.30 (4.09)
- -----------------------------------------------------------------------------------------
Ratios to average
net assets (%)

Expenses 1.09(b) 1.11(b) 1.10(b) 1.09(b) 1.11
- -----------------------------------------------------------------------------------------
Net investment income 7.16(b) 6.98(b) 7.12(b) 7.45(b) 7.80
- -----------------------------------------------------------------------------------------
Portfolio turnover (%) 161 281 253 85 16
- -----------------------------------------------------------------------------------------
Net assets at end of
period (000) ($) 119,002 120,336 129,681 143,834 129,560
- -----------------------------------------------------------------------------------------
</TABLE>

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

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

---
15

<PAGE>

- --------------------------------------------------------------------------------
Notes
- --------------------------------------------------------------------------------

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

---
16

<PAGE>

| Notes
|
|

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

---
17

<PAGE>

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

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

www.libertyfunds.com

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

You can 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 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 Funds Trust I (formerly Colonial Trust I): 811-2214

o Colonial Income Fund

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

[LIBERTY LOGO]

COLONIAL o CRABBE HUSON o NEWPORT o 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>

LIBERTY FUNDS TRUST I (FORMERLY COLONIAL TRUST I)
-------------------------------------------------

Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------
(Colonial Strategic Income Fund)
Classes A, B, C

<TABLE>
<CAPTION>
Item Number of Form N-1A Prospectus Location or Caption
- ------------------------ ------------------------------

Part A
- ------
<S> <C>
1. Front Cover Page; Back Cover Page

2. The Fund; Other Investment Strategies and Risks

3. The Fund

4. The Fund

5. Not Applicable

6. Front Cover; Managing the Fund; Your Account

7. Your Account

8. The Fund, Your Account

9. Financial Highlights
</TABLE>
<PAGE>
COLONIAL STRATEGIC INCOME FUND

PROSPECTUS MAY 3, 1999

CLASS A, B AND C SHARES

Advised by Colonial Management Associates, Inc.

Not FDIC May Lose Value
Insured No Bank Guarantee

TABLE OF CONTENTS
<S> <C>
THE FUND 2

Investment Goals.........................2

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

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

Performance History......................4

Your Expenses............................5

YOUR ACCOUNT 6

How to Buy Shares........................6

Sales Charges............................7

How to Exchange Shares...................9

How to Sell Shares.......................9

Distribution and Service Fees............10

Other Information About Your Account.....11

MANAGING THE FUND 13

Investment Advisor.......................13

Portfolio Managers.......................13

OTHER INVESTMENT
STRATEGIES AND RISKS 14

FINANCIAL HIGHLIGHTS 16
</TABLE>

<PAGE>
THE FUND

INVESTMENT GOALS

The Fund seeks current income consistent with prudent risk. The Fund also seeks
maximum total return.

PRIMARY INVESTMENT STRATEGIES

The Fund seeks to achieve its goals by investing in:

- - debt securities issued by the U.S. government;

- - debt securities issued by foreign governments; and

- - lower rated corporate debt securities.

The advisor allocates the Fund's investments among these types of securities at
any given time based on its estimate of the expected performance and risk of
each type of investment.

The Fund pursues its investment goals by investing a portion of its assets in
lower rated corporate debt securities. These securities have the following
ratings:

- - BBB through C by Standard & Poor's Corporation;

- - Baa through D by Moody's Investors Service, Inc.;

- - a comparable rating by another nationally recognized rating service; or

- - the security is unrated and the advisor believes it to be comparable in
quality to securities having such ratings as noted above.

The Fund may invest in securities issued or guaranteed by foreign governments or
foreign companies, including securities issued in emerging market countries.

2
<PAGE>

THE FUND

PRIMARY INVESTMENT RISKS

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

Because the Fund may invest in fixed income securities issued by private
entities, including certain types of mortgage-backed securities and corporate
bonds, the Fund is subject to issuer risk. Issuer risk is the possibility that
changes in the financial condition of the issuer of a security, changes in
general economic conditions or changes in economic conditions that affect the
issuer's industry may impact the issuer's ability to make timely payment of
interest or principal. This could result in decreases in the price of the
security.

Interest rate risk is the risk of a decline or increase in the price of a bond
when interest rates increase or decline. In general, if interest rates rise,
bond prices fall, and if interest rates fall, bond prices rise. Changes in the
values of bonds usually will not affect the amount of income the Fund receives
from them but will affect the value of the Fund's shares. Interest rate risk is
generally greater for bonds with longer maturities.

Lower rated debt securities are commonly referred to as "junk bonds" and are
considered speculative. These securities involve greater risk of loss and are
less liquid, especially during periods of economic uncertainty or change, than
higher rated debt securities.

3
<PAGE>

THE FUND

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.

4
<PAGE>

THE FUND

UNDERSTANDING PERFORMANCE

CALENDAR-YEAR TOTAL RETURN shows the Fund's Class A share performance for each
of the last ten calendar years. It includes the effects of Fund expenses, but
not the effects of sales charges. If sales charges were included, these returns
would be lower.

The Fund's return is compared to the Lehman Government/Corporate Bond Index
(Lehman Index), an unmanaged index that tracks the performance of U.S.
government and U.S. corporate bonds. Unlike the Fund, indices are not
investments, do not incur fees or expenses and are not professionally managed.
It is not possible to invest directly in indices. The Fund's return is also
compared to the average return of the funds included in the Lipper, Inc.
Multi-Sector category (Lipper Average). This Lipper Average, which is calculated
by Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average.

PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar year total returns for its Class A shares. The
performance table following the bar chart shows how the Fund's average annual
returns for Class A, B and C shares compare with those of a broad measure of
market performance for 1 year, 5 years and 10 years. The chart and table are
intended to illustrate some of the risks of investing in the Fund by showing the
changes in the Fund's performance. All returns include the reinvestment of
dividends and distributions. As with all mutual funds, past performance does not
predict the Fund's future performance. Performance results include the effect of
expense reduction arrangements, if any. If these arrangements were not in place,
then the performance results would have been lower. Any reduction arrangements
may be discontinued at any time.

CALENDAR-YEAR TOTAL RETURNS (CLASS A)

[BAR CHART]
1989 9.94%
1990 -7.04%
1991 20.41%
1992 9.77%
1993 14.95%
1994 -3.87%
1995 20.17%
1996 10.24%
1997 8.61%
1998 5.17%

The Fund's year-to-date total return through March 31, 1999 was +0.77%.

Best quarter: 1st quarter 1991, +8.79%

Worst quarter: 3rd quarter 1990, -6.48%

AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1998

1 YEAR 5 YEARS 10 YEARS
------ ------- --------
<S> <C> <C> <C>
Class A (%) 0.18 6.78 8.68
Class B (%) -0.47 6.73 8.64(1)
Class C (%) 3.57 7.63(1) 9.11(1)
Lehman Index (%) 9.47 7.30 9.33
Lipper Average (%) 1.30 5.63 8.84
</TABLE>

(1) Class B and Class C (newer classes of shares) performance information
includes returns of the Fund's Class A shares (the oldest existing fund
class) for periods prior to the inception of the newer class shares.
These Class A share returns are not restated to reflect any differences
in expenses (like Rule 12b-1 fees) between Class A shares and the newer
classes of shares. If differences in expenses were reflected, the
returns for periods prior to the inception of the newer classes of
shares would be lower. Class B shares were initially offered on May 15,
1992 and Class C shares were initially offered on July 1, 1997.

5
<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) 4.75 0.00 0.00

Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the
offering price) 1.00(3) 5.00 1.00

Redemption fee(2) (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 (%) 0.63 0.63 0.63
Distribution and service (12b-1) fees (%) 0.23 0.98 0.98(4)
Other expenses (%) 0.29 0.29 0.29
Total annual fund operating expenses (%) 1.15 1.90 1.90(4)
</TABLE>

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

CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class A $587 $823 $1,078 $1,807

Class B: did not sell your shares $193 $597 $1,027 $2,028
sold all your shares at
the end of the period $693 $897 $1,227 $2,028

Class C: did not sell your shares $193 $597 $1,027 $2,223
sold all your shares at
the end of the period $293 $597 $1,027 $2,223
</TABLE>

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

(3) This charge applies only to certain Class A shares bought without an
initial sales charge that are sold within 18 months of purchase.

4) The Fund's distributor has agreed to voluntarily waive a portion of the
12b-1 fee for Class C shares, so that the distribution fee portion of the
12b-1 fees does not exceed 0.60%. As a result, the actual 12b-1 fee for
Class C shares was 0.83% and the total annual fund operating expenses for
Class C shares were 1.75%.

6
<PAGE>
YOUR ACCOUNT

INVESTMENT MINIMUMS(5)

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 VARIOUS WAYS YOU CAN PURCHASE SHARES:

<TABLE>
<CAPTION>
METHOD INSTRUCTIONS
<S> <C>
Through your Your financial advisor can help you establish your account and
financial advisor buy Fund shares on your behalf.

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

By check For existing accounts, fill out and return the additional
(existing account) investment stub included in your quarterly statement, or send a
letter of instruction (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 or your financial advisor 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 money
funds transfer from your bank account to your fund account by calling
(EFT) 1-800-422-3737. Your money may take up to two business days to
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 automatically
investment plan 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 fund
diversification into the same class of shares of the Fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>

7
<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 Class J shares which are available only to residents or
citizens of Japan and are made available through a separate prospectus.

The Fund also offers Class Z shares which are available only to other investment
companies managed by affiliates of the Advisor.

SALES CHARGES

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

(6) Class A shares bought without an initial sales charge in accounts
aggregating $1 million to $5 million at the time of purchase, may be
subject to a 1% CDSC if the shares are sold within 18 months of the time
of purchase. 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.

8
<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 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, Liberty Funds
Distributor, Inc. (LFD), as follows:

PURCHASES OVER $1 MILLION

<TABLE>
<CAPTION>
AMOUNT PURCHASED COMMISSION %
<S> <C>
First $3 million 1.00
Next $2 million 0.50
Over $5 million 0.25(7)
</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>

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

9
<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.

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 the sale of
your shares for up to 15 days after your initial purchase to protect against
checks that are returned.

10
<PAGE>
YOUR ACCOUNT

OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:

METHOD INSTRUCTIONS
<S> <C>
Through your You may call your financial advisor to place your sell order.
financial advisor To receive the current trading day's price, your financial
advisor firm must receive your request prior to the close
of the 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, unless you have
notified the Fund of an address change within the previous
30 days. 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 0.15% for Class A shares
outstanding on January 1, 1993 and 0.25% of Class A shares issued thereafter and
0.90% for each of Class B and Class C shares outstanding on January 1, 1993 and
1.00% of Class B and Class C shares issued thereafter and are paid out of the
assets of these classes. The Distributor has voluntarily agreed to waive a
portion of the Class C share distribution fee so that it does not exceed 0.60%
annually. Over time, these fees will increase the cost of your shares and may
cost you more than paying other types of sales charges.(8)

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

11
<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).

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.

12
<PAGE>
YOUR ACCOUNT

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

UNDERSTANDING FUND DISTRIBUTIONS

TYPES OF DISTRIBUTIONS

Capital gains Represents long-term capital gains on sales of
securities held by the Fund for more than 12 months.
</TABLE>

DISTRIBUTION OPTIONS The Fund distributes any dividends monthly and any capital
gains (including short-term capital gains) at least annually. You can choose one
of the following options for these distributions when you open your account.(9)
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(10)

Receive all distributions in cash (with one of the following options):(10)

- - 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.

(9) 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.

(10) 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.

13
<PAGE>
MANAGING THE FUND

INVESTMENT ADVISOR

For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.63% of average daily net assets of the Fund.

PORTFOLIO MANAGER

CARL C. ERICSON, Senior Vice President and Director of Colonial and Manager of
Colonial's Taxable Fixed Income Group, has managed the Fund since 1991 and has
been employed by Colonial as a portfolio manager since 1985.

Other members of the advisor's Taxable Fixed Income Investment and Trading
Groups also participate in the management of the Fund.

14
<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS

UNDERSTANDING THE FUND'S OTHER INVESTMENTS AND RISKS

The Fund's primary investments and its risks are described under "The Fund
- --Primary Investment Strategies and Primary Investment Risks." In seeking to
meet its investment goals the Fund may also invest in other securities and
investment techniques. These securities and investment techniques offer certain
opportunities and carry various risks.

The Fund may elect not to buy all of these securities or use all of these
techniques to the fullest extent permitted, unless it believes that doing so
will help the Fund achieve its investment goals.

DERIVATIVES
- --------------------------------------------------------------------------------
The Fund may enter into a number of hedging strategies, including those that
employ futures and options, to gain or reduce exposure to particular securities
or markets. These strategies may involve the use of financial instruments,
commonly referred to as derivatives, whose values depend on, or are derived
from the value of an underlying security, an index or a currency. The Fund may
use derivatives for hedging purposes (attempting to offset a potential loss
in one position by establishing an interest in an opposite position).
Derivatives involve the risk that they may exaggerate a loss, potentially
losing more money than the actual cost of the security, or limit a potential
gain. Also, with some derivatives there is the risk that the other party to the
transaction may fail to honor its contract terms, causing a loss to the Fund.

WHEN-ISSUED SECURITIES, FORWARD COMMITMENTS AND DOLLAR ROLLS

When-issued securities and forward commitments are securities which are
purchased prior to the date they are actually issued or delivered. These
securities involve the risk that they may fall in value by the time they are
actually issued or that the other party may fail to honor the contract terms. In
a dollar roll, the Fund sells a mortgage-backed security and simultaneously
enters into a commitment to purchase a similar security at a later date. Dollar
rolls also involve the risk that the other party may not honor the contract
terms.

ZERO COUPON BONDS

The Fund may invest in zero coupon bonds. Zero coupon bonds are issued at less
than their face value and do not make any payments of interest. As a result,
these bonds include greater credit risk and are subject to greater volatility
than bonds that pay cash interest on a current basis.

TEMPORARY DEFENSIVE STRATEGIES

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.

15
<PAGE>

OTHER INVESTMENT STRATEGIES AND RISKS

YEAR 2000 COMPLIANCE

Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's advisor,
administrator, distributor, and transfer agent (Liberty Companies) are taking
steps that they believe are reasonably designed to address the Year 2000
Problem, including communicating with vendors who furnish services, software and
systems to the 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. The Fund may invest in
emerging markets in developing countries and some reports indicate that
developing countries may be behind other countries with respect to Year 2000
compliance.

16
<PAGE>
FINANCIAL HIGHLIGHTS

THE FUND

<TABLE>
<CAPTION>
Years ended December 31,

1998 1997 1996
Class A Class B Class C Class A Class B Class C(a) Class A Class B
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 7.320 7.320 7.320 7.310 7.310 7.240 7.220 7.220
------- ------- ------ ------- ------- ----- ------- -------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income 0.561 0.506 0.517(b) 0.578 0.524 0.271 0.623 0.569
------- ------- ------ ------- ------- ----- ------- -------
Net realized and unrealized gain (loss) (0.195) (0.195) (0.195) 0.025 0.025 0.092 0.081 0.081
------- ------- ------ ------- ------- ----- ------- -------
Total from Investment Operations 0.366 0.311 0.322 0.603 0.549 0.363 0.704 0.650
------- ------- ------ ------- ------- ----- ------- -------

LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS ($):
From net investment income(c) (0.576) (0.521) (0.532) (0.593) (0.539) (0.283) (0.614) (0.560)
------- ------- ------ ------- ------- ----- ------- -------
Net asset value--
End of period ($) 7.110 7.110 7.110 7.320 7.320 7.320 7.310 7.310
------- ------- ------ ------- ------- ----- ------- -------
Total return (%) (d) 5.17 4.38 4.54(e) 8.61 7.81 5.06(e)(f) 10.24 9.43
------- ------- ------ ------- ------- ----- ------- -------

RATIOS TO AVERAGE NET ASSETS (%)
Expenses(g) 1.15 1.90 1.75(b) 1.18 1.93 1.78(h) 1.18 1.93
------- ------- ------ ------- ------- ----- ------- -------
Net investment income(g) 7.88 7.13 7.28(b) 7.78 7.03 7.13(h) 8.01 7.26
------- ------- ------ ------- ------- ----- ------- -------
Portfolio turnover (%) 64 64 64 111 111 111 110 110
------- ------- ------ ------- ------- ----- ------- -------
Net assets at end of
period (000) ($) 787,461 919,740 36,918 808,228 833,865 6,212 755,352 783,620
------- ------- ------ ------- ------- ----- ------- -------
</TABLE>

(a) Class C shares were initially offered on July 1, 1997. Per share amounts
reflect activity from that date.

(b) Net of fees waived by the Distributor for Class C shares which amounted to
$0.011 per share and 0.15%.

(c) Distributions from income include currency gains and gains on securities
treated as ordinary income for tax purposes.

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

(e) Had the Distributor not waived a portion of expenses, total return would
have been reduced.

(f) Not annualized.

g) The benefits derived from custody credits and directed brokerage
arrangements had no impact.

(h) Annualized.

17
<PAGE>
FINANCIAL HIGHLIGHTS

THE FUND

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1995 1994

CLASS A CLASS B CLASS A CLASS B
<S> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 6.530 6.530 7.390 7.390
------- ------- ------- -------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income 0.621 0.569 0.580 0.529
------- ------- ------- -------
Net realized and unrealized gain (loss) 0.650 0.650 (0.848) (0.849)
------- ------- ------- -------
Total from Investment Operations 1.271 1.219 (0.268) (0.320)
------- ------- ------- -------

LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS

From net investment income (0.581) (0.529) (0.580) (0.529)
------- ------- ------- -------
From capital paid in -- -- (0.012) (0.011)
------- ------- ------- -------
Total Distributions Declared to Shareholders (0.581) (0.529) (0.592) (0.540)
------- ------- ------- -------
Net asset value--
End of period ($) 7.220 7.220 6.530 6.530
------- ------- ------- -------
Total return (%) (a) 20.17 19.29 (3.67) (4.40)
------- ------- ------- -------

RATIOS TO AVERAGE NET ASSETS (%)
Expenses 1.18(b) 1.97(b) 1.21 1.96
------- ------- ------- -------

Net investment income 8.42(b) 7.63(b) 8.38 7.63
------- ------- ------- -------
Portfolio turnover(%) 83 83 78 78
------- ------- ------- -------
Net assets at end of
period (000) ($) 714,961 714,049 636,824 608,348
------- ------- ------- -------
</TABLE>

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

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

18
<PAGE>
NOTES

19
<PAGE>
NOTES

20
<PAGE>
FOR MORE INFORMATION

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

You 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 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 Funds Trust I: 811-2214

- - Colonial Strategic Income Fund
- --------------------------------------------------------------------------------

[Logo: Liberty Head Shield]

LIBERTY

COLONIAL o CRABE HUSON o NEWPORT o STEIN ROE ADVISOR

Liberty Funds Distributors, Inc. (c) 1999
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com

SI-01/009H-0499

<PAGE>

LIBERTY FUNDS TRUST I (FORMERLY COLONIAL TRUST I)
-------------------------------------------------

Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------
(Colonial Strategic Income Fund)
Class J

<TABLE>
<CAPTION>
Item Number of Form N-1A Prospectus Location or Caption
- ------------------------ ------------------------------

Part A
- ------
<S> <C>
1. Front Cover Page; Back Cover Page

2. The Fund; Other Investment Strategies and Risks

3. The Fund

4. The Fund

5. Not Applicable

6. Front Cover; Managing the Fund; Your Account

7. Your Account

8. The Fund, Your Account

9. Financial Highlights
</TABLE>
<PAGE>

COLONIAL STRATEGIC INCOME FUND Prospectus May 3, 1999

CLASS J SHARES

Advised by Colonial Management Associates, Inc.

Class J shares are available for purchase only by residents or citizens of
Japan.

Not FDIC May Lose Value
Insured No Bank Guarantee

TABLE OF CONTENTS

THE FUND 2

Investment Goals.........................2

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

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

Performance History......................4

Your Expenses............................5

YOUR ACCOUNT 6

How to Buy Shares........................6

Sales Charges............................7

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

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

Distribution and Service Fees............9

Other Information About Your Account.....10

MANAGING THE FUND 13

Investment Advisor.......................13

Portfolio Managers.......................13

OTHER INVESTMENT
STRATEGIES AND RISKS 14

FINANCIAL HIGHLIGHTS 16

<PAGE>

THE FUND

INVESTMENT GOALS

The Fund seeks current income consistent with prudent risk. The Fund also seeks
maximum total return.

PRIMARY INVESTMENT STRATEGIES

The Fund seeks to achieve its goals by investing in:

- - debt securities issued by the U.S. government;

- - debt securities issued by foreign governments; and

- - lower rated corporate debt securities.

The advisor allocates the Fund's investments among these types of securities at
any given time based on its estimate of the expected performance and risk of
each type of investment.

The Fund pursues its investment goals by investing a portion of its assets in
lower rated corporate debt securities. These securities have the following
ratings:

- - BBB through C by Standard & Poor's Corporation;

- - Baa through D by Moody's Investors Service, Inc.;

- - a comparable rating by another nationally recognized rating service; or

- - the security is unrated and the advisor believes it to be comparable in
quality to securities having such ratings as noted above.

The Fund may invest in securities issued or guaranteed by foreign governments or
foreign companies, including securities issued in emerging market countries.

2
<PAGE>

THE FUND

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 goals.

3
<PAGE>

THE FUND

4
<PAGE>

THE FUND

UNDERSTANDING PERFORMANCE

The Fund's return is compared to the Lehman Government/Corporate Bond Index
(Lehman Index), an unmanaged index that tracks the performance of U.S.
government and U.S. corporate bonds. Unlike the Fund, indices are not
investments, do not incur fees or expenses and are not professionally managed.
It is not possible to invest directly in indices. The Fund's return is also
compared to the average return of the funds included in the Lipper, Inc.
Multi-Sector category (Lipper Average). This Lipper Average, which is calculated
by Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average.

PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar year total returns for its Class A shares. The
performance table following the bar chart shows how the Fund's average annual
returns for Class A shares compare with those of a broad measure of market
performance for 1 year, 5 years and 10 years. The chart and table are intended
to illustrate some of the risks of investing in the Fund by showing the changes
in the Fund's performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any reduction arrangements may be
discontinued at any time.

CALENDAR-YEAR TOTAL RETURNS (CLASS A)(1)

[BAR CHART]
1989 9.94%
1990 -7.04%
1991 20.41%
1992 9.77%
1993 14.95%
1994 -3.87%
1995 20.17%
1996 10.24%
1997 8.61%
1998 5.17%

The Fund's year-to-date total return through March 31, 1999 was +0.77%.

Best quarter: 1st quarter 1991, +8.79%

Worst quarter: 3rd quarter 1990, -6.48%

AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
Class A (%)(1) 0.18 6.78 8.68

Lehman Index (%) 9.47 7.30 9.33

Lipper Average (%) 1.30 5.63 8.84
</TABLE>

(1) Because Class J shares have only been in existence since November 1 1998,
the calendar-year total returns and the average annual total returns shown
are for Class A shares, which are not available in this prospectus.
The Class J shares would have had similar returns for such periods because
those shares are invested in the same portfolio of securities. They differ
only to the extent that they do not have the same expenses or sales
charges.

5
<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.

- - $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 J
-------
<S> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 3.00
- --------------------------------------------------- -----------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the
offering price) 0.00
- --------------------------------------------------- -----------
Redemption fee(2) (as a percentage of amount
redeemed, if applicable) None
</TABLE>

ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS J
<S> <C>
Management fee (%) 0.63
- --------------------------------------------------- -----------
Distribution and service (12b-1) fees (%) 0.60
- --------------------------------------------------- -----------
Other expenses (%) 0.29
- --------------------------------------------------- -----------
Total annual fund operating expenses (%) 1.52
</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 J $450 $766 $1,105 $2,059
</TABLE>

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

6
<PAGE>

INVESTMENT MINIMUMS(3)

<TABLE>
<S> <C>
Initial Investment.............$1,000
Subsequent Investments............$50
Automatic Purchase Plans..........$50
Retirement Plans..................$25
</TABLE>

YOUR ACCOUNT

HOW TO BUY SHARES

Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When the Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated 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 VARIOUS WAYS YOU CAN PURCHASE 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 letter of instruction (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 or your financial advisor 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 funds from your bank account to your fund account
(EFT) by calling 1-800-422-3737. You 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 automatically
investment plan 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 the Fund at no
additional sales charge. To invest your dividends in
another fund, call 1-800-345-6611.

(3) 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.

7
<PAGE>
YOUR ACCOUNT

CHOOSING A SHARE CLASS

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

The Fund also offers Class A, B, C and Z shares which are available through
separate prospectuses. Those classes are not available for purchase in Japan.

SALES CHARGES

You may be subject to an initial sales charge when you purchase 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 J SHARES Your purchases of Class J 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 J 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 10,000 shares 3.00 3.09 3.00

10,000 to less than 50,000 shares 2.00 2.04 2.00

50,000 shares or more 1.00 1.01 1.00
</TABLE>

8
<PAGE>
YOUR ACCOUNT

REDUCED SALES CHARGES FOR LARGER INVESTMENTS There are two ways for you to pay a
lower sales charge when purchasing Class J 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.

SPECIAL SALES INCENTIVES The Distributor, may, at its expense, provide special
sales incentives (such as cash payments in addition to the commissions specified
in this prospectus) to financial service firms that agree to promote the sale of
shares of the Fund or other funds that the Distributor distributes. At its
discretion, the Distributor may offer special sales incentives only to selected
financial service firms or to financial service firms that have previously sold
or expect to sell significant amounts of Fund shares. The Distributor will pay
an additional commission to any financial service firm that sells, during the
period from November 2, 1998 through November 2, 1999, unless extended, a
specified amount of Class J shares of the Fund.

HOW TO EXCHANGE SHARES

You may exchange your shares for shares of the same share class of another fund
distributed by LFD at NAV. Currently, no other funds distributed by LFD offer
Class J shares. 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.

9
<PAGE>
YOUR ACCOUNT

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 the sale of
your shares for up to 15 days after your initial purchase to protect against
checks that are returned.

OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:

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 the same share class of another fund at
no additional cost. To exchange by telephone, call
1-800-422-3737.

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.

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 J shares and the
services provided to you by your financial advisor. These annual distribution
and service fees may equal up to 0.60% for Class J shares and are paid out of
the assets of this class. Over time, these fees will increase the cost of your
shares and may cost you more than paying other types of sales charges.

10
<PAGE>
YOUR ACCOUNT

OTHER INFORMATION ABOUT YOUR ACCOUNT

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

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

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

11
<PAGE>
YOUR ACCOUNT

UNDERSTANDING FUND DISTRIBUTIONS

TYPES OF DISTRIBUTIONS

Ordinary income Represents interest and dividends earned from securities
held by the Fund; also includes short-term capital gains,
which are gains on sales of securities the Fund buys and
then sells within a 12-month period.

Capital gains Represents long-term capital gains on sales of securities
held by the Fund for more than 12 months.

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(10)

Receive all distributions in cash (with one of the following options):(10)

- - send the check to your address of record

- - send the check to a third party address

- - transfer the money to your bank via EFT

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 such, regardless of how long you have held your fund shares.
Shareholders who are not subject to U.S. federal income tax generally will not
have to pay tax on distributions of long-term 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 foreign, 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. Shareholders who
are not subject to U.S. federal income tax generally will not have to pay tax on
gains realized upon a disposition of Fund shares.

(9) 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.

(10) 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.

12
<PAGE>
YOUR ACCOUNT

Non-U.S. investors should consult their tax advisors concerning the tax
consequences of ownership of shares of the Fund, including the possibility that
distributions may be subject to a 30% U.S. withholding tax (or reduced rate of
withholding provided by treaty), the possibility that a non-U.S. investor may be
subject to U.S. tax on capital gain distributions and gains realized upon the
sale of Fund shares if the investor is present in the United States for more
than 182 days during the taxable year (and certain other conditions apply), or
the possibility that a non-U.S. investor may be subject to U.S. tax on income
from the Fund that is "effectively connected" with a U.S. trade or business
carried on by such investor.

The Fund is generally required to withhold 31% of any redemption proceeds
(including the value of shares exchanged) and all income dividends and capital
gain distributions it pays (1) if an investor does not provide a correct,
certified taxpayer identification number, (2) if the Fund is notified that an
investor has underreported income in the past, or (3) if an investor fails to
certify to the Fund that he or she is not subject to withholding. Special
withholding rules may apply to non-U.S. shareholders.

The Internal Revenue Service recently revised its regulations affecting the
application to foreign investors of the back-up withholding and withholding tax
rules described above. The new regulations will generally be effective for
payments made on or after January 1, 2000 (although transition rules will
apply). In some circumstances, the new rules will increase the certification and
filing requirements imposed on foreign investors in order to qualify for
exemption from the 31% back-up withholding tax and for reduced withholding tax
rates under income tax treaties. Foreign investors in the Fund should consult
their tax advisors with respect to the potential application of these new
regulations.

13
<PAGE>
MANAGING THE FUND

INVESTMENT ADVISOR

For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.63% of average daily net assets of the Fund.

PORTFOLIO MANAGER

Other members of the advisor's Taxable Fixed Income Investment and Trading
Groups also participate in the management of the Fund.

14
<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS

UNDERSTANDING THE FUND'S OTHER INVESTMENTS AND RISKS

The Fund's primary investments and its risks are described under "The Fund --
Primary Investment Strategies and Primary Investment Risks." In seeking to meet
its investment goals the Fund may also invest in other securities and investment
techniques. These securities and investment techniques offer certain
opportunities and carry various risks.

The Fund may elect not to buy all of these securities or use all of these
techniques to the fullest extent permitted, unless it believes that doing so
will help the Fund achieve its investment goals.

WHEN-ISSUED SECURITIES, FORWARD COMMITMENTS AND DOLLAR ROLLS

ZERO COUPON BONDS

TEMPORARY DEFENSIVE 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
principal 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 goals or investment strategies.

15
<PAGE>

OTHER INVESTMENT STRATEGIES AND RISKS

YEAR 2000 COMPLIANCE

Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's advisor,
administrator, distributor, and transfer agent (Liberty Companies) are taking
steps that they believe are reasonably designed to address the Year 2000
Problem, including communicating with vendors who furnish services, software and
systems to the 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. The Fund may invest in
emerging markets in developing countries and some reports indicate that
developing countries may be behind other countries with respect to Year 2000
compliance.

16
<PAGE>
FINANCIAL HIGHLIGHTS

THE FUND

<TABLE>
<CAPTION>
Year ended December 31,
1998 1997 1996 1995 1994
Class A Class J(a) Class A Class A Class A Class A
<S> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 7.320 7.000 7.310 7.220 6.530 7.390

INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income 0.561 0.083(b) 0.578 0.623 0.621 0.580
Net realized and unrealized gain (loss) (0.195) 0.109(c) 0.025 0.081 0.650 (0.848)
Total from Investment Operations 0.366 0.192 0.603 0.704 1.271 (0.268)

LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS ($):
From net investment income(d) (0.576) (0.092) (0.593) (0.614) (0.581) (0.580)
From capital paid in --- --- --- --- --- (0.012)
Total Distributions Declared to
Shareholders (0.576) (0.092) (0.593) (0.614) (0.581) (0.592)
Net asset value--
End of period ($) 7.110 7.100 7.320 7.310 7.220 6.530

Total return (%) (e) 5.17 2.74(f)(g) 8.61 10.24 20.17 (3.67)

RATIOS TO AVERAGE NET ASSETS (%)
Expenses(h) 1.15 1.49(b)(i) 1.18 1.18 1.18 1.21

Net investment income(h) 7.88 7.76(b)(i) 7.78 8.01 8.42 8.38
Portfolio turnover (%) 64 64 111 110 83 78
Net assets at end of
period (000) ($) 787,461 49,143 808,228 755,352 714,961 636,824
</TABLE>

(a) Class J shares were initially offered on November 2, 1998. Per share
amounts reflect activity from that date.

(b) Net of fees waived by the Distributor for Class J shares which amounted
to $0.005 per share and 0.40% (annualized).

(c) The amount shown for a share outstanding does not correspond with the
aggregate net loss on investments for the period due to the timing of
sales and repurchase of fund shares in relation to fluctuating market
values of the investments of the Fund.

(d) Distributions from income include currency gains and gains on securities
treated as ordinary income for tax purposes.

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

(f) Had the Distributor not waived a portion of expenses, total return would
have been reduced.

(g) Not annualized.

(h) The benefits derived from custody credits and directed brokerage
arrangements had no impact. The year 1994 ratios are net of benefits
received, if any.

(i) Annualized.

17
<PAGE>

NOTES

18
<PAGE>

NOTES

19
<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 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 Funds Trust I: 811-2214

- - Colonial Strategic Income Fund
- --------------------------------------------------------------------------------

[Logo: Liberty Head Shield]

LIBERTY

COLONIAL o CRABE HUSON o NEWPORT o STEIN ROE ADVISOR

Liberty Funds Distributors, Inc. (c) 1999
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com

SI-01/023H-0499

<PAGE>

LIBERTY FUNDS TRUST I (FORMERLY COLONIAL TRUST I)
-------------------------------------------------

Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------
(Colonial Strategic Income Fund)
Class Z

<TABLE>
<CAPTION>
Item Number of Form N-1A Prospectus Location or Caption
- ------------------------ ------------------------------

Part A
- ------
<S> <C>
1. Front Cover Page; Back Cover Page

2. The Fund; Other Investment Strategies and Risks

3. The Fund

4. The Fund

5. Not Applicable

6. Front Cover; Managing the Fund; Your Account

7. Your Account

8. The Fund, Your Account

9. Financial Highlights
</TABLE>
<PAGE>
THIS PROSPECTUS AND CLASS OF SHARES IS AVAILABLE FOR PURCHASE ONLY BY
OTHER INVESTMENT COMPANIES MANAGED BY AFFILIATES OF THE ADVISOR

COLONIAL STRATEGIC INCOME FUND PROSPECTUS MAY 3, 1999

CLASS Z SHARES

Advised by Colonial Management Associates, Inc

Not FDIC May Lose Value
Insured No Bank Guarantee

TABLE OF CONTENTS

THE FUND 2
<S> <C>
Investment Goals.........................2

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

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

Performance History......................4

Your Expenses............................5

YOUR ACCOUNT 6

How to Buy Shares........................6

Sales Charges............................7

How to Exchange Shares...................7

How to Sell Shares.......................7

Other Information About Your Account.....9

MANAGING THE FUND 11

Investment Advisor.......................11

Portfolio Manager........................11

OTHER INVESTMENT
STRATEGIES AND RISKS 12

FINANCIAL HIGHLIGHTS 14

</TABLE>

<PAGE>

THE FUND

INVESTMENT GOALS

The Fund seeks current income consistent with prudent risk. The Fund also seeks
maximum total return.

PRIMARY INVESTMENT STRATEGIES

The Fund seeks to achieve its goals by investing in:

- - debt securities issued by the U.S. government;

- - debt securities issued by foreign governments; and

- - lower rated corporate debt securities.

The advisor allocates the Fund's investments among these types of securities at
any given time based on its estimate of the expected performance and risk of
each type of investment.

The Fund pursues its investment goals by investing a portion of its assets in
lower rated corporate debt securities. These securities have the following
ratings:

- - BBB through C by Standard & Poor's Corporation;

- - Baa through D by Moody's Investors Service, Inc.;

- - a comparable rating by another nationally recognized rating service; or

- - the security is unrated and the advisor believes it to be comparable in
quality to securities having such ratings as noted above.

The Fund may invest in securities issued or guaranteed by foreign governments or
foreign companies, including securities issued in emerging market countries.

2
<PAGE>
THE FUND

PRIMARY INVESTMENT RISKS

3
<PAGE>
THE FUND

4
<PAGE>

THE FUND

UNDERSTANDING PERFORMANCE

AVERAGE ANNUAL TOTAL RETURN is a measure of the Fund's performance over the past
one-year, five-year and ten-year periods. It includes the effects of Fund
expenses. The table shows Class A returns with sales charges. Class Z shares do
not have a sales charge and therefore, the returns for Class Z shares would have
been higher.

The Fund's return is compared to the Lehman Government/Corporate Bond Index
(Lehman Index), an unmanaged index that tracks the performance of U.S.
government and U.S. corporate bonds. Unlike the Fund, indices are not
investments, do not incur fees or expenses and are not professionally managed.
It is not possible to invest directly in indices. The Fund's return is also
compared to the average return of the funds included in the Lipper, Inc.
Multi-Sector category (Lipper Average). This Lipper Average, which is calculated
by Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average.

PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar-year total returns for its Class A shares. The
performance table following the bar chart shows how the Fund's average annual
returns for Class A shares compare with those of a broad measure of market
performance for 1 year, 5 years and 10 years. The chart and table are intended
to illustrate some of the risks of investing in the Fund by showing the changes
in the Fund's performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any reduction arrangements may be
discontinued at any time.

CALENDAR-YEAR TOTAL RETURNS (CLASS A)(1)

[BAR CHART]

1989 9.94%
1990 -7.04%
1991 20.41%
1992 9.77%
1993 14.95%
1994 -3.87%
1995 20.17%
1996 10.24%
1997 8.61%
1998 5.17%

The Fund's year-to-date total return through March 31, 1999 was +0.77%

Best quarter: 1st quarter 1991, +8.79%.

Worst quarter: 3rd quarter 1990, -6.48%.

AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
------ ------- --------
<S> <C> <C> <C>
Class A (%)(1) 0.18 6.78 8.68
Lehman Index (%) 9.47 7.30 9.33
Lipper Average (%) 1.30 5.63 8.84
</TABLE>

(1) Because Class Z shares have only been in existence since January 25, 1999,
the calendar-year total returns and the average annual total returns shown
are for Class A shares, which are not available in this prospectus. The
Class Z shares would have had similar returns for such periods because
those shares are invested in the same portfolio of securities. They differ
only to the extent that they do not have the same expenses and Class Z
shares do not incur any sales charges.

5
<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)

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

ESTIMATED ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)

CLASS Z
-------
<S> <C>
Management fee (%) 0.63
Distribution and service (12b-1) fees (%) 0.00
Other expenses (%) (3) 0.29
Total annual fund operating expenses (%) 0.92
</TABLE>

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

CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Class Z $94 $294 $510 $1,132
</TABLE>

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

(3) Estimated based on Class A expenses.

6
<PAGE>
YOUR ACCOUNT

HOW TO BUY SHARES

OUTLINED BELOW ARE VARIOUS WAYS YOU CAN PURCHASE SHARES:

METHOD INSTRUCTIONS

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

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

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

By electronic You may purchase shares by electronically transferring money
funds transfer(EFT) from your bank account to your fund account by calling
1-800-422-3737. Your money may take up to two business days to
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 four additional classes of shares -- Class A, B, C and J
shares are available through separate prospectuses. 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.

Class J shares are available only to residents or citizens of Japan.

SALES CHARGES

Your purchases of Class Z shares generally are at net asset value and are not
subject to an initial sales charge when you purchase, or a contingent deferred
sales charge when you sell, shares of the Fund.

HOW TO EXCHANGE SHARES

You may exchange your shares for shares of the same share class of another fund
or Class A shares of another fund distributed by Liberty Funds Distributor, Inc.
(LFD) 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.

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 the sale of
your shares for up to 15 days after your initial purchase to protect against
checks that are returned.

8
<PAGE>
YOUR ACCOUNT

OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:

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, unless you have
notified the Fund of an address change within the previous
30 days. 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 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 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>

9
<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).

The Fund determines its NAV for its Class Z shares by dividing total net assets
attributable to Class Z shares by the number of Class Z 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.

10
<PAGE>
YOUR ACCOUNT

UNDERSTANDING FUND DISTRIBUTIONS

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

TYPES OF DISTRIBUTIONS

Capital Gains Represents long-term capital gains on sales of
securities held by the Fund for more than 12 months.
</TABLE>

DISTRIBUTION OPTIONS The Fund distributes any dividends monthly and any capital
gains (including short-term capital gains) at least annually. You can choose one
of the following options for these distributions when you open your account.(4)
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(5)

Receive all distributions in cash (with one of the following options):(5)

- - send the check to your address of record

- - send the check to a third party address

- - transfer the money to your bank via EFT

(4) 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.

(5) 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.

11
<PAGE>
MANAGING THE FUND

INVESTMENT ADVISOR

For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.63% of average daily net assets of the Fund.

PORTFOLIO MANAGER

Other members of the advisor's Taxable Fixed Income Investment and Trading
Groups also participate in the management of the Fund.

12
<PAGE>

OTHER INVESTMENT STRATEGIES AND RISKS

UNDERSTANDING THE FUND'S OTHER INVESTMENTS AND RISKS

The Fund's primary investments and its risks are described under "The Fund --
Primary Investment Strategies and Primary Investment Risks." In seeking to meet
its investment goals, the Fund may also invest in other securities and use
certain investment techniques. These securities and investment techniques offer
certain opportunities and carry various risks.

The Fund may elect not to buy all of these securities or use all of these
techniques to the fullest extent permitted, unless it believes that doing so
will help the Fund achieve its investment goals

WHEN-ISSUED SECURITIES, FORWARD COMMITMENTS AND DOLLAR ROLLS

ZERO COUPON BONDS

TEMPORARY DEFENSIVE 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
principal 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.

13
<PAGE>

OTHER INVESTMENT STRATEGIES AND RISKS

YEAR 2000 COMPLIANCE

Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's advisor,
administrator, distributor, and transfer agent (Liberty Companies) are taking
steps that they believe are reasonably designed to address the Year 2000
Problem, including communicating with vendors who furnish services, software and
systems to the 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. The Fund may invest in
emerging markets in developing countries and some reports indicate that
developing countries may be behind other countries with respect to Year 2000
compliance.

14
<PAGE>
FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from January 1 to December 31. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been derived from the Fund's financial statements which have
been audited by PricewaterhouseCoopers LLP, independent accountants, whose
report, along with the Fund's financial statements, is included in the annual
report. You can request a free annual report by calling 1-800-426-3750. As of
December 31, 1998, no Class Z shares had been issued.

THE FUND

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1998 1997 1996 1995 1994
CLASS A CLASS A CLASS A CLASS A CLASS A
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 7.320 7.310 7.220 6.530 7.390
------- ------- ------- ------- -------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income 0.561 0.578 0.623 0.621 0.580
------- ------- ------- ------- -------
Net realized and unrealized gain (loss) (0.195) 0.025 0.081 0.650 (0.848)
------- ------- ------- ------- -------
Total from Investment Operations 0.366 0.603 0.704 1.271 (0.268)
------- ------- ------- ------- -------

LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS ($):
From net investment income(a) (0.576) (0.593) (0.614) (0.581) (0.580)
------- ------- ------- ------- -------
From capital paid in -- -- -- -- (0.012)
------- ------- ------- ------- -------
Total Distributions Declared to
Shareholders (0.576) (0.593) (0.614) (0.581) (0.592)
------- ------- ------- ------- -------
Net asset value--
End of period ($) 7.110 7.320 7.310 7.220 6.530
------- ------- ------- ------- -------
Total return (%) (b) 5.17 8.61 10.24 20.17 (3.67)
------- ------- ------- ------- -------

RATIOS TO AVERAGE NET ASSETS (%)
Expenses (c) 1.15 1.18 1.18 1.18 1.21
------- ------- ------- ------- -------
Net investment income (c) 7.88 7.78 8.01 8.42 8.38
------- ------- ------- ------- -------
Portfolio turnover (%) 64 111 110 83 78
------- ------- ------- ------- -------
Net assets at end of
period (000) ($) 787,461 808,228 755,352 714,961 636,824
------- ------- ------- ------- -------
</TABLE>

(a) Distributions from income include currency gains and gains on securities
treated as ordinary income for tax purposes.

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

(c) The benefits derived from custody credits and directed brokerage
arrangements had no impact. The year 1994 ratios are net of benefits
received, if any.

15
<PAGE>
NOTES

16
<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 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 Funds Trust I: 811-2214

- - Colonial Strategic Income Fund
- --------------------------------------------------------------------------------

[Logo: Liberty Head Shield]

LIBERTY

COLONIAL o CRABE HUSON o NEWPORT o STEIN ROE ADVISOR

Liberty Funds Distributors, Inc. (c) 1999
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com

SI-01/005H-0499

<PAGE>

LIBERTY FUNDS TRUST I (FORMERLY COLONIAL TRUST I)
-------------------------------------------------

Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------
(Colonial High Yield Securities Fund)

<TABLE>
<CAPTION>
Location or Caption in Statement of
Item Number of Form N-1A Additional Information
- ------------------------ ----------------------

Part B
- ------
<S> <C>
10. Cover Page; Table of Contents

11. Organization and History

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

13. Fund Charges and Expenses

14. Fund Charges and Expenses

15. Fund Charges and Expenses

16. Fund Charges and Expenses; Management of
the Funds

17. Management of the Fund

18. Shareholder Meetings; Shareholder Liability

19. Taxes

20. Fund Charges and Expenses; Management of
the Funds

21. Investment Performance; Performance Measures

22. Independent Accountants
</TABLE>

COLONIAL HIGH YIELD SECURITIES FUND
Statement of Additional Information
May 3, 1999

This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectus of Colonial High
Yield Securities Fund (Fund). This SAI is not a prospectus and is only
authorized for distribution when accompanied or preceded by the Prospectus of
the Fund dated May 3, 1999. This SAI should be read together with the Prospectus
and the Fund's most recent Annual Report dated December 31, 1998. Investors may
obtain a free copy of the Prospectus and the Annual Report from Liberty Funds
Distributor, Inc. (LFD), One Financial Center, Boston, MA 02111-2621. The
financial statements and Report of Independent Accountants appearing in the
December 31, 1998 Annual Report are incorporated in this SAI by reference.

Part 1 of this SAI contains specific information about the Fund. Part 2 includes
information about the funds distributed by LFD generally and additional
information about certain securities and investment techniques described in the
Fund's Prospectus.

TABLE OF CONTENTS

Part 1 Page

Definitions
Organization and History
Investment Objective and Policies
Fundamental Investment Policies
Other Investment Policies
Portfolio Turnover
Fund Charges and Expenses
Investment Performance
Custodian
Independent Accountants

Part 2

Miscellaneous Investment Practices
Taxes
Management of the Funds
Determination of Net Asset Value
How to Buy Shares
Special Purchase Programs/Investor Services
Programs for Reducing or Eliminating Sales Charges
How to Sell Shares
Distributions
How to Exchange Shares
Suspension of Redemptions
Shareholder Liability
Shareholder Meetings
Performance Measures
Appendix I
Appendix II

HY-16/008H-0499

<PAGE>

PART 1
COLONIAL HIGH YIELD SECURITIES FUND
Statement of Additional Information
May 3, 1999
DEFINITIONS

"Trust" Liberty Funds Trust I
"Fund" Colonial High Yield Securities Fund

"Advisor" Colonial Management Associates, Inc., the Fund's investment advisor
"LFD" Liberty Funds Distributor, Inc., the Fund's distributor "LFSI" Liberty
Funds Services, Inc., the Fund's shareholder services and transfer agent

ORGANIZATION AND HISTORY
The Trust is a Massachusetts business trust organized in 1986. 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. See Part 2 of this SAI for more
information.

The Trust changed its name from "Colonial Trust I" to its current name on April
1, 1999.

INVESTMENT OBJECTIVE AND POLICIES

The Fund is an open-end diversified management investment company. The Fund's
Prospectus describes its investment objective and investment policies. Part 1 of
this SAI includes additional information concerning, among other things, the
investment restrictions of the Fund. Part 2 contains additional information
about the following securities and investment techniques that are utilized by
the Fund :

Short-Term Trading
Lower Rated Debt Securities
Foreign Securities
Zero Coupon Securities
Step Coupon Bonds
Pay-In-Kind Securities

Forward Commitments ("When Issued" and "Delayed Delivery" Securities)
Repurchase Agreements Futures Contracts and Related Options (interest
rate futures and related options) Foreign Currency Transactions
Mortgage-Backed Securities Non-Agency Mortgage-Backed Securities Money
Market Instruments Rule 144A Securities

Except as indicated below under "Fundamental Investment Policies", the Fund's
investment policies are not fundamental, and the Trustees may change the
policies without shareholder approval.

FUNDAMENTAL INVESTMENT POLICIES
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 (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. The following fundamental
investment policies cannot be changed without such a vote.

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's
diversification requirement, an issuer is the entity whose revenues support the
security.

The Fund may:
1. Borrow 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. Only own real estate acquired as the result of owning securities and
not more than 5% of total assets;
3. Purchase and sell futures contracts and related
options so long as the total initial margin and premiums on the
contracts do not exceed 5% of its total assets;
4. Underwrite securities issued by others only when disposing of portfolio
securities;
5. Make loans (a) through lending of securities, (b) through the purchase
of debt instruments or similar evidences of indebtedness typically sold
privately to financial institutions, (c) 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 (d) through repurchase agreements and;
6. Not 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.

OTHER INVESTMENT POLICIES
As non-fundamental investment policies which may be changed without a
shareholder vote, the Fund may not:

1. Purchase securities on margin, but the Fund 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 securities.

Notwithstanding the investment policies and restrictions of the Fund, the Fund
may invest substantially all of its investable assets in another investment
company that has substantially the same investment objective, policies and
restrictions as the Fund.

PORTFOLIO TURNOVER
Portfolio turnover for the last two fiscal years is included in the Prospectus
under "The Fund's Financial History." High portfolio turnover may cause the Fund
to realize capital gains which, if realized and distributed by the Fund, may be
taxable to shareholders as ordinary income. High portfolio turnover may result
in correspondingly greater brokerage commissions and other transaction costs,
which will be borne directly by the Fund.

FUND CHARGES AND EXPENSES
Under the Fund's management agreement, the Fund pays the Advisor a monthly fee
based on the average daily net assets of the Fund, determined at the close of
each business day during the month, at the annual rate of 0.60%.

Recent Fees paid to the Advisor, LFD and LFSI (for the fiscal years ended
December 31) (dollars in thousands)

1998 1997 1996
---- ---- ----

<S> <C> <C> <C>
Management fee $6,887 $6,182 $ 5,087
Bookkeeping fee 396 366 306
Shareholder service and transfer agent fee 3,258 2,915 2,425
12b-1 fees:
Service fee (Classes A, B and C)(a)(b) 2,871 2,593 2,120
Distribution fee (Class B) 4,013 3,424 2,735
Distribution fee (Class C) 190 80 18

</TABLE>

(a) Class C shares were initially offered on January 15, 1996.
(b) Class D shares were redesignated as Class C shares on July 1, 1997.

Brokerage Commissions (for the fiscal years ended December 31)
(dollars in thousands)

1998 1997 1996
---- ---- ----

<S> <C> <C> <C>
Total commissions $120 $ 95 $ 95
Directed transactions 0 7,683 7,683
Commissions on directed transactions 0 83 83

</TABLE>

Trustees and Trustees' Fees

For the fiscal and calendar year ended December 31, 1998, the Trustees received
the following compensation for serving as Trustees(c):

Aggregate Compensation Total Compensation From The Fund
From The Fund For The Fiscal Complex Paid To The Trustees For The
Trustee Year Ended December 31, 1998 Calendar Year Ended December 31, 1998(d)
- ------- ------------------------ -----------------------

<S> <C> <C>
Robert J. Birnbaum (e) $5,177 $ 99,429
Tom Bleasdale (e) 5,973(f) 115,000(g)
John V. Carberry (h)(i) N/A N/A
Lora S. Collins (e) 5,072 97,429
James E. Grinnell (e) 5,370 103,071
William D. Ireland, Jr. (j) 1,839 35,333
Richard W. Lowry (e) 5,112 98,214
Salvatore Macera (k) 816 25,250
William E. Mayer (e) 5,195 99,286
James L. Moody, Jr. (e) 5,517(l) 105,857(m)
John J. Neuhauser (e) 5,479 105,323
George L. Shinn (j) 1,628 31,334
Thomas E. Stitzel (lk) 817 25,250
Robert L. Sullivan (e) 5,357 104,100
Anne-Lee Verville (e)(h) 932(no) 23,445(o)
Sinclair Weeks, Jr. (j) 1,788 34,333

</TABLE>

(c) The Fund does not currently provide pension or retirement plan
benefits to the Trustees. (d) At December 31, 1998, the Complex
consisted of 47 Open-end and 5 closed-end management investment
portfolios (the Fund Complex).

(e) Elected by the shareholders of Liberty Variable Investment Trust
on October 30, 1998.
(f) Includes $2,725 payable in later years as deferred compensation.
(g) Includes $52,000 payable in later years as deferred compensation.
(h) 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.
(i) Does not receive compensation because he is an affiliated Trustee
and employee of Liberty Financial
Companies, Inc. (Liberty Financial).
(j) Retired as a trustee of the Trust on April 24, 1998.
(k) Elected by the shareholders of the open-end Colonial funds on October
30, 1998, and by the trustees of the closed-end Colonial Funds on
December 17, 1998.
(l) Total compensation of $5,517 for the fiscal year ended December 31,
1998, will be payable in later years as deferred compensation.
(m) Total compensation of $105,857 for the calendar year ended December 31,
1998, will be payable in later years as deferred compensation.
(n) Total compensation of $932 for the fiscal year ended December 31,
1998, will be payable in later years as deferred compensation.
(o) Total compensation of $23,445 for the calendar year ended December 31,
1998, will be payable in later years as deferred compensation.

For the fiscal year ended December 31, 1998, certain of the Trustees received
the following compensation in their capacities as Trustees or Directors of the
Liberty All-Star Equity Fund, the Liberty All-Star Growth Fund, Inc. and Liberty
Funds Trust IX(together, Liberty All-Star Funds):

Total Compensation From
Liberty All-Star Funds For
The Calendar Year
Trustee Ended December 31, 1998 (p)
- ------- ----------------------
Robert J. Birnbaum(u) $25,000
John V. Carberry (q)(r)(u) N/A
James E. Grinnell(u) 25,000
Richard W. Lowry(u) 25,000
William E. Mayer(s)(u) 14,000
John J. Neuhauser(t)(u) 25,000

(p) 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).
(q) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.
(r) Elected by the trustees of the Liberty All-Star Equity Fund and
Liberty All-Star Growth Fund, Inc. on June 30, 1998.
(s) Elected by the shareholders of the Liberty All-Star Equity Fund on
April 22, 1998 and by the directors of the Liberty All-Star Growth
Fund, Inc. on December 17, 1998.
(t) Elected by the shareholders of the Liberty All-Star Equity Fund and
Liberty All-Star Growth Fund, Inc. on April 22, 1998.
(u) Elected by the sole Trustee of Liberty Funds Trust IX on
December 17, 1998.

Ownership of the Fund
At March 31, 1999, the officers and Trustees of the Trust as a group owned less
than 1% of the outstanding shares of the Fund.

As of record on April 1, 1999, Merrill Lynch, Pierce, Fenner & Smith, Inc.,
Mutual Funds Operations, 4800 Deer Lake Drive, East 3rd, Jacksonville, FL 32216
owned (11,679,308.549 shares, 12.65%) of the Fund's outstanding Class B shares
and (1,405,238.885 shares, 22.54%) of the Fund's outstanding Class C shares.

At March 31, 1999, there were 21,612 Class A, 20,687 Class B, 1,148 Class C and
2 Class Z shareholders.

Sales Charges (for the fiscal years ended December 31) (dollars in thousands)

Class A Shares

1998 1997 1996
---- ---- ----

<S> <C> <C> <C>
Aggregate initial sales charges on Fund share sales $1,373 $1,533 $1,397
Initial sales charges retained by LFD 164 171 140
</TABLE>

Class A Shares

1998 1997 1996
---- ---- ----

<S> <C> <C> <C>
Aggregate contingent deferred sales charges (CDSC)
on Fund redemptions retained by LFD $0 $0 $0
</TABLE>

Class B Shares

1998 1997 1996
---- ---- ----

<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $1,121 $1,089 $1,045

</TABLE>

Class C Shares

1998 1997 1996
---- ---- ----

<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $17 $13 $18

</TABLE>

12b-1 Plan, CDSCs and Conversion of Shares

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 monthly a service fee at an
annual rate of 0.25% of net assets attributed to each Class of shares. The Fund
also pays LFD monthly a distribution fee at an annual rate of 0.75% of average
daily net assets attributed to Class B and Class C shares. LFD has voluntarily
agreed to waive a portion of the Class C share distribution fee so that it does
not exceed 0.60% annually. LFD may terminate this waiver at any time without
shareholder approval. The Distributor may terminate the waiver at any time
without shareholder approval. LFD may use the entire amount of such fees to
defray the costs of commissions and service fees paid to financial service firms
(FSFs) and for certain other purposes. Since the distribution and service fees
are payable regardless of the amount of LFD's expenses, LFD may realize a profit
from the fees.

The Plan authorizes any other payments by the Fund to LFD and its affiliates
(including the Advisor) 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 are effected by such
disinterested Trustees.

Class A shares are offered at net asset value plus varying sales charges which
may include a CDSC. Class B shares are offered at net asset value and are
subject to a CDSC if redeemed within six years after purchase. Class C shares
are offered at net asset value and are subject to a 1.00% CDSC if redeemed
within one year after purchase. Class Z shares are offered at net asset value
and are not subject to a CDSC. The CDSCs are described in the Prospectus.

No CDSC will be imposed on shares derived from reinvestment of distributions or
amounts representing capital appreciation. In determining the applicability and
rate of any CDSC, it will be assumed that a redemption is made first of shares
representing capital appreciation, next of shares representing reinvestment of
distributions and finally of other shares held by the shareholder for the
longest period of time.

Eight years after the end of the month in which a Class B share is purchased,
such share and a pro rata portion of any shares issued on the reinvestment of
distributions will be automatically converted into Class A shares having an
equal value, which are not subject to the distribution fee.

Sales-related expenses (dollars in thousands) of LFD relating to the Fund were:
<TABLE>
<CAPTION>

Year ended December 31, 1998
Class A Shares Class B Shares Class C Shares

<S> <S> <S> <C>
Fees to FSFs $1,346 $8,018 $232
Cost of sales material relating to the Fund
(including printing and mailing expenses) 270 559 77
Allocated travel, entertainment
and other promotional expenses (including advertising) 288 535 76

</TABLE>

INVESTMENT PERFORMANCE

The Fund's Class A, Class B and Class C share yields for the month ended
December 31, 1998 were: 8.75%, 8.42% and 8.57%, respectively. The adjusted yield
for Class C shares was 8.42%.

The Fund's average annual total returns at December 31, 1998 were:

Class A Shares

1 Year 5 Years 10 Years
------ ------- --------

<S> <C> <C> <C>
With sales charge of 4.75% (2.73)% 7.82% 9.98%
Without sales charge 2.12% 8.88% 10.52%
</TABLE>

<PAGE>

Class B Shares(v)

1 Year 5 Years 10 Years(w)
------ ------- -----------
<S> <C> <C> <C>
With applicable CDSC (3.32)% (5.00% CDSC) 7.78% (2.00% CDSC) 9.99% (No CDSC)
Without CDSC 1.36% 8.07% 9.99%

</TABLE>

Class C Shares (x)

1 Year 5 Years(w) 10 Years(w)
------ ---------- -----------
<S> <C> <C> <C>
With applicable CDSC 0.57% (1.00% CDSC) 8.45% (No CDSC) 10.30% (No CDSC)
Without CDSC 1.51% 8.45% 10.30%

</TABLE>

(v) Class B shares were initially offered on June 8, 1992.

(w) Class B and C shares (newer classes of shares) performance includes returns
of the Fund's Class A shares (the oldest existing fund class) for periods prior
to the inception of the newer classes of shares. The Class A share returns are
not restated to reflect any differences in expenses (like Rule 12b-1 fees)
between Class A shares and the newer classes of shares. Had the differences in
fees been included, returns would have been lower.

(x) Class C shares were initially offered on January 15, 1996.

The Fund's Class A, Class B and Class C share distribution rates at December 31,
1998, based on the most recent month's distribution, annualized, and the maximum
offering price at the end of the month, were 7.09%, 6.75% and 6.75%.

See Part 2 of this SAI, "Performance Measures," for how calculations are made.

CUSTODIAN
The Chase Manhattan Bank, located at 270 Park Avenue, New York, NY 10017-0270,
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
PricewaterhouseCoopers LLP, located at 160 Federal Street, Boston, MA
02110-2624, are the Fund's independent accountants, providing audit and tax
return preparation services and assistance and consultation in connection with
the review of various Securities and Exchange Commission filings. The financial
statements for the fiscal year ended December 31, 1998 incorporated by reference
in this SAI have been so incorporated, and the financial highlights throughout
the fiscal year ended December 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.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

PART 2

The following information applies generally to most funds advised by the
Advisor. "Funds" include each series of Liberty Funds Trust I (formerly Colonial
Trust I), Liberty Funds Trust II (formerly Colonial Trust II), Liberty
Funds Trust III (formerly Colonial Trust III), Liberty Funds Trust IV (formerly
Colonial Trust IV), Liberty Funds Trust V (formerly Colonial Trust V), Liberty
Funds Trust VI (formerly Colonial Trust VI), Liberty Funds Trust VII (formerly
Colonial Trust VII), Liberty Funds Trust VIII (formerly Colonial Trust VIII)
and Liberty Funds Trust IX (formerly Colonial Trust IX). In certain cases, the
discussion applies to some but not all of the funds, and you should refer to
your Fund's Prospectus and to Part 1 of this SAI to determine whether the matter
is applicable to your Fund. You will also be referred to Part 1 for certain
data applicable to your Fund.

MISCELLANEOUS INVESTMENT PRACTICES

Part 1 of this SAI lists on page b which of the following investment
practices are available to your Fund. If an investment practice is not listed in
Part 1 of this SAI, it is not applicable to your Fund.

Short-Term Trading

In seeking the fund's investment objective, the Advisor will buy or sell
portfolio securities whenever it believes it is appropriate. The Advisor's
decision will not generally be influenced by how long the fund may have owned
the security. From time to time the fund will buy securities intending to seek
short-term trading profits. A change in the securities held by the fund is known
as "portfolio turnover" and generally involves some expense to the fund. These
expenses may include brokerage commissions or dealer mark-ups and other
transaction costs on both the sale of securities and the reinvestment of the
proceeds in other securities. If sales of portfolio securities cause the fund to
realize net short-term capital gains, such gains will be taxable as ordinary
income. As a result of the fund's investment policies, under certain market
conditions the fund's portfolio turnover rate may be higher than that of other
mutual funds. The fund's portfolio turnover rate for a fiscal year is the ratio
of the lesser of purchases or sales of portfolio securities to the monthly
average of the value of portfolio securities, excluding securities whose
maturities at acquisition were one year or less. The fund's portfolio turnover
rate is not a limiting factor when the Advisor considers a change in the fund's
portfolio.

Lower Rated Debt Securities

Lower rated debt securities are those rated lower than Baa by Moody's or BBB by
S&P, or comparable unrated debt securities. Relative to debt securities of
higher quality,

1. an economic downturn or increased interest rates may have a more
significant effect on the yield, price and potential for default for
lower rated debt securities;

2. the secondary market for lower rated debt securities may at times become
less liquid or respond to adverse publicity or investor perceptions,
increasing the difficulty in valuing or disposing of the bonds;

3. the Advisor's credit analysis of lower rated debt securities may have a
greater impact on the fund's achievement of its investment objective;
and

4. lower rated debt securities may be less sensitive to interest rate
changes, but are more sensitive to adverse economic developments.

In addition, certain lower rated debt securities may not pay interest in cash on
a current basis.

Small Companies

Smaller, less well established companies may offer greater opportunities for
capital appreciation than larger, better established companies, but may also
involve certain special risks related to limited product lines, markets, or
financial resources and dependence on a small management group. Their securities
may trade less frequently, in smaller volumes, and fluctuate more sharply in
value than securities of larger companies.

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.

1
<PAGE>

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. 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.

Other Investment Companies

The fund may invest in other investment companies. Such investments will involve
the payment of duplicative fees through the indirect payment of a portion of the
expenses, including advisory fees, of such other investment companies.

Zero Coupon Securities (Zeros)

The fund may invest in zero coupon securities, which are securities issued at a
significant discount from face value and do not pay interest at intervals during
the life of the security. Zero coupon securities include securities issued in
certificates representing undivided interests in the interest or principal of
mortgage-backed securities (interest only/principal only), which tend to be more
volatile than other types of securities. The fund will accrue and distribute
income from stripped securities and certificates on a current basis and may have
to sell securities to generate cash for distributions.

Step Coupon Bonds (Steps)

The fund may invest in debt securities which pay interest at a series of
different rates (including 0%) in accordance with a stated schedule for a series
of periods. In addition to the risks associated with the credit rating of the
issuers, these securities may be subject to more volatility risk than fixed rate
debt securities.

Tender Option Bonds

A tender option bond is a municipal security (generally held pursuant to a
custodial arrangement) having a relatively long maturity and bearing interest at
a fixed rate substantially higher than prevailing short-term tax-exempt rates,
that has been coupled with the agreement of a third party, such as a bank,
broker-dealer or other financial institution, pursuant to which such institution
grants the security holders the option, at periodic intervals, to tender their
securities to the institution and receive the face value thereof. As
consideration for providing the option, the financial institution receives
periodic fees equal to the difference between the municipal security's fixed
coupon rate and the rate, as determined by a remarketing or similar agent at or
near the commencement of such period, that would cause the securities, coupled
with the tender option, to trade at par on the date of such determination. Thus,
after payment of this fee, the security holder effectively holds a demand
obligation that bears interest at the prevailing short-term tax-exempt rate. The
Advisor will consider on an ongoing basis the creditworthiness of the issuer of
the underlying municipal securities, of any custodian, and of the third-party
provider of the tender option. In certain instances and for certain tender
option bonds, the option may be terminable in the event of a default in payment
of principal or interest on the underlying municipal securities and for other
reasons.

Pay-In-Kind (PIK) Securities

The fund may invest in securities which pay interest either in cash or
additional securities. These securities are generally high yield securities and,
in addition to the other risks associated with investing in high yield
securities, are subject to the risks that the interest payments which consist of
additional securities are also subject to the risks of high yield securities.

Money Market Instruments

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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 Part 1 of this SAI,
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.

Forward Commitments ("When-Issued" and "Delayed Delivery" Securities)

The fund may enter into contracts to purchase securities for a fixed price at a
future date beyond customary settlement time ("forward commitments" and "when
issued securities") if the fund holds until the settlement date, in a segregated
account, cash or liquid securities in an amount sufficient to meet the purchase
price, or if the fund enters into offsetting contracts for the forward sale of
other securities it owns. Forward commitments may be considered securities in
themselves, and involve a risk of loss if the value of the security to be
purchased declines prior to the settlement date. Where such purchases are made
through dealers, the fund relies on the dealer to consummate the sale. The
dealer's failure to do so may result in the loss to the fund of an advantageous
yield or price. Although the fund will generally enter into forward commitments
with the intention of acquiring securities for its portfolio or for delivery
pursuant to options contracts it has entered into, the fund may dispose of a
commitment prior to settlement if the Advisor deems it appropriate to do so. The
fund may realize short-term profits or losses (generally taxed at ordinary
income tax rates in the hands of the shareholders) upon the sale of forward
commitments.

Mortgage Dollar Rolls

In a mortgage dollar roll, the fund sells a mortgage-backed security and
simultaneously enters into a commitment to purchase a similar security at a
later date. The fund either will be paid a fee by the counterparty upon entering
into the transaction or will be entitled to purchase the similar security at a
discount. As with any forward commitment, mortgage dollar rolls involve the risk
that the counterparty will fail to deliver the new security on the settlement
date, which may deprive the fund of obtaining a beneficial investment. In
addition, the security to be delivered in the future may turn out to be inferior
to the security sold upon entering into the transaction. Also, the transaction
costs may exceed the return earned by the fund from the transaction.

Mortgage-Backed Securities

Mortgage-backed securities, including "collateralized mortgage obligations"
(CMOs) and "real estate mortgage investment conduits" (REMICs), evidence
ownership in a pool of mortgage loans made by certain financial institutions
that may be insured or guaranteed by the U.S. government or its agencies. CMOs
are obligations issued by special-purpose trusts, secured by mortgages. REMICs
are entities that own mortgages and elect REMIC status under the Internal
Revenue Code. Both CMOs and REMICs issue one or more classes of securities of
which one (the Residual) is in the nature of equity. The funds will not invest
in the Residual class. Principal on mortgage-backed securities, CMOs and REMICs
may be prepaid if the underlying mortgages are prepaid. Prepayment rates for
mortgage-backed securities tend to increase as interest rates decline
(effectively shortening the security's life) and decrease as interest rates rise
(effectively lengthening the security's life). Because of the prepayment
feature, these securities may not increase in value as much as other debt
securities when interest rates fall. A fund may be able to invest prepaid
principal only at lower yields. The prepayment of such securities purchased at a
premium may result in losses equal to the premium.

Non-Agency Mortgage-Backed Securities

The fund may invest in non-investment grade mortgage-backed securities that are
not guaranteed by the U.S. Government or an Agency. Such securities are subject
to the risks described under "Lower Rated Debt Securities" and "Mortgage-Backed
Securities." In addition, although the underlying mortgages provide collateral
for the security, the fund may experience losses, costs and delays in enforcing
its rights if the issuer defaults or enters bankruptcy, and the fund may incur a
loss.

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<PAGE>

Repurchase Agreements

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

Reverse Repurchase Agreements

In a reverse repurchase agreement, the fund sells a security and agrees to
repurchase the same security at a mutually agreed upon date and price. A reverse
repurchase agreement may also be viewed as the borrowing of money by the fund
and, therefore, as a form of leverage. The fund will invest the proceeds of
borrowings under reverse repurchase agreements. In addition, the fund will enter
into a reverse repurchase agreement only when the interest income expected to be
earned from the investment of the proceeds is greater than the interest expense
of the transaction. The fund will not invest the proceeds of a reverse
repurchase agreement for a period which exceeds the duration of the reverse
repurchase agreement. The fund may not enter into reverse repurchase agreements
exceeding in the aggregate one-third of the market value of its total assets,
less liabilities other than the obligations created by reverse repurchase
agreements. Each fund will establish and maintain with its custodian a separate
account with a segregated portfolio of securities in an amount at least equal to
its purchase obligations under its reverse repurchase agreements. If interest
rates rise during the term of a reverse repurchase agreement, entering into the
reverse repurchase agreement may have a negative impact on a money market fund's
ability to maintain a net asset value of $1.00 per share.

Options on Securities

Writing covered options. The fund may write covered call options and covered put
options on securities held in its portfolio when, in the opinion of the Advisor,
such transactions are consistent with the fund's investment objective and
policies. 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.

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<PAGE>

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

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

Over-the-Counter (OTC) options. The Staff of the Division of Investment
Management of the Securities and Exchange Commission (SEC) has taken the
position that OTC options purchased by the fund and assets held to cover OTC
options written by the fund are illiquid securities. Although the Staff has
indicated that it is continuing to evaluate this issue, pending further
developments, the fund intends to enter into OTC options transactions only with
primary dealers in U.S. government securities and, in the case of OTC options
written by the fund, only pursuant to agreements that will assure that the fund
will at all times have the right to repurchase the option written by it from the
dealer at a specified formula price. The fund will treat the amount by which
such formula price exceeds the amount, if any, by which the option may be
"in-the-money" as an illiquid investment. It is the present policy of the fund
not to enter into any OTC option transaction if, as a result, more than 15% (10%
in some cases, refer to your fund's Prospectus) 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

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<PAGE>

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 exchanges or boards of trade -- known as "contract markets" --
approved for such trading by the Commodity Futures Trading Commission (CFTC),
and must be executed through a futures commission merchant or brokerage firm
which is a member of the relevant contract market.

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

Use by tax-exempt funds of interest rate and U.S. Treasury security futures
contracts and options. The funds investing in tax-exempt securities issued by a
governmental entity may purchase and sell futures contracts and related options
on interest rate and U.S. Treasury securities when, in the opinion of the
Advisor, price movements in these security futures and related options will
correlate closely with price movements in the tax-exempt securities which are
the subject of the hedge. Interest rate and U.S. Treasury securities futures
contracts require the seller to deliver, or the purchaser to take delivery of,
the type of security called for in the contract at a specified date and price.
Options on interest rate and U.S. Treasury security futures contracts give the
purchaser the right in return for the premium paid to assume a position in a
futures contract at the specified option exercise price at any time during the
period of the option.

In addition to the risks generally involved in using futures contracts, there is
also a risk that price movements in interest rate and U.S. Treasury security
futures contracts and related options will not correlate closely with price
movements in markets for tax-exempt securities.

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 of 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

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<PAGE>

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.

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.

8
<PAGE>

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 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. dollar, 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.

9
<PAGE>

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

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

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

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

Municipal Lease Obligations

Although a municipal lease obligation does not constitute a general obligation
of the municipality for which the municipality's taxing power is pledged, a
municipal lease obligation is ordinarily backed by the municipality's covenant
to budget for, appropriate and make the payments due under the municipal lease
obligation. However, certain lease obligations contain "non-appropriation"
clauses which provide that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is appropriated for
such purpose on a yearly basis. Although "non-appropriation" lease obligations
are secured by the leased property, disposition of the property in the event of
foreclosure might prove difficult. In addition, the tax treatment of such
obligations in the event of non-appropriation is unclear.

Determinations concerning the liquidity and appropriate valuation of a municipal
lease obligation, as with any other municipal security, are made based on all
relevant factors. These factors include, among others: (1) the frequency of
trades and quotes for the obligation; (2) the number of dealers willing to
purchase or sell the security and the number of other potential buyers; (3) the
willingness of dealers to undertake to make a market in the security; and (4)
the nature of the marketplace trades, including the time needed to dispose of
the security, the method of soliciting offers, and the mechanics of the
transfer.

Participation Interests

The fund may invest in municipal obligations either by purchasing them directly
or by purchasing certificates of accrual or similar instruments evidencing
direct ownership of interest payments or principal payments, or both, on
municipal obligations, provided that, in the opinion of counsel to the initial
seller of each such certificate or instrument, any discount accruing on such
certificate or instrument that is purchased at a yield not greater than the
coupon rate of interest on the related municipal obligations will be exempt from
federal income tax to the same extent as interest on such municipal obligations.
The fund may also invest in tax-exempt obligations by purchasing from banks
participation interests in all or part of specific holdings of municipal
obligations. Such participations may be backed in whole or part by an
irrevocable letter of credit or guarantee of the selling bank. The selling bank
may receive a fee from the fund in connection with the arrangement. The fund
will not purchase such participation interests unless it receives an opinion of
counsel or a ruling of the Internal Revenue Service that interest earned by it
on municipal obligations in which it holds such participation interests is
exempt from federal income tax.

Stand-by Commitments

When the fund purchases municipal obligations it may also acquire stand-by
commitments from banks and broker-dealers with respect to such municipal
obligations. A stand-by commitment is the equivalent of a put option acquired by
the fund with respect to a particular municipal obligation held in its
portfolio. A stand-by commitment is a security independent of the municipal
obligation to which it relates. The amount payable by a bank or dealer during
the time a stand-by commitment is exercisable, absent unusual circumstances
relating to a change in market value, would be substantially the same as the
value of the underlying municipal obligation. A stand-by commitment might not be
transferable by the fund, although it could sell the underlying municipal
obligation to a third party at any time.

10
<PAGE>

The fund expects that stand-by commitments generally will be available without
the payment of direct or indirect consideration. However, if necessary and
advisable, the fund may pay for stand-by commitments either separately in cash
or by paying a higher price for portfolio securities which are acquired subject
to such a commitment (thus reducing the yield to maturity otherwise available
for the same securities). The total amount paid in either manner for outstanding
stand-by commitments held in the fund portfolio will not exceed 10% of the value
of the fund's total assets calculated immediately after each stand-by commitment
is acquired. The fund will enter into stand-by commitments only with banks and
broker-dealers that, in the judgment of the Trust's Board of Trustees, present
minimal credit risks.

Inverse Floaters

Inverse floaters are derivative securities whose interest rates vary inversely
to changes in short-term interest rates and whose values fluctuate inversely to
changes in long-term interest rates. The value of certain inverse floaters will
fluctuate substantially more in response to a given change in long-term rates
than would a traditional debt security. These securities have investment
characteristics similar to leverage, in that interest rate changes have a
magnified effect on the value of inverse floaters.

Rule 144A Securities

The fund may purchase securities that have been privately placed but that are
eligible for purchase and sale under Rule 144A of 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 will be monitored and, if as a result of changed conditions, it is
determined by the Advisor 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 or not U.S. citizens or
resident aliens.

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.

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 exceeds the cost basis in the
shares.

Funds that invest in 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.

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.

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<PAGE>

Distributions of long-term 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 to shareholders
who are individuals at a maximum rate of 20%.

Distributions will be taxed as described above whether received in cash or in
fund shares. Dividends and distributions on a 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 a 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 a fund's net asset value also reflects unrealized
losses.

Distributions from Tax-Exempt Funds. Each tax-exempt fund will have at least 50%
of its total assets invested in tax-exempt bonds at the end of each quarter so
that dividends from net interest income on tax-exempt bonds will be exempt from
federal income tax when received by a shareholder. The tax-exempt portion of
dividends paid will be designated within 60 days after year-end based upon the
ratio of net tax-exempt income to total net investment income earned during the
year. That ratio may be substantially different from the ratio of net tax-exempt
income to total net investment income earned during any particular portion of
the year. Thus, a shareholder who holds shares for only a part of the year may
be allocated more or less tax-exempt dividends than would be the case if the
allocation were based on the ratio of net tax-exempt income to total net
investment income actually earned while a shareholder.

The Tax Reform Act of 1986 makes income from certain "private activity bonds"
issued after August 7, 1986, a tax preference item for the AMT at the maximum
rate of 28% for individuals and 20% for corporations. If the fund invests in
private activity bonds, shareholders may be subject to the AMT on that part of
the distributions derived from interest income on such bonds. Other provisions
of the Tax Reform Act affect the tax treatment of distributions for
corporations, casualty insurance companies and financial institutions; interest
on all tax-exempt bonds is included in corporate adjusted current earnings when
computing the AMT applicable to corporations. Seventy-five percent of the excess
of adjusted current earnings over the amount of income otherwise subject to the
AMT is included in a corporation's alternative minimum taxable income.

Dividends derived from any investments other than tax-exempt bonds and any
distributions of short-term capital gains are taxable to shareholders as
ordinary income. Any distributions of long-term capital gains will in general be
taxable to shareholders as long-term capital gains (generally subject to a
maximum 20%tax rate for shareholders who are individuals)
regardless of the length of time fund shares are held.

A tax-exempt fund may at times purchase tax-exempt securities at a discount and
some or all of this discount may be included in the fund's ordinary income which
will be taxable when distributed. Any market discount recognized on a tax-exempt
bond purchased after April 30, 1993, with a term at time of issue of one year or
more is taxable as ordinary income. A market discount bond is a bond acquired in
the secondary market at a price below its "stated redemption price" (in the case
of a bond with original issue discount, its "revised issue price").

Shareholders receiving social security and certain retirement benefits may be
taxed on a portion of those benefits as a result of receiving tax-exempt income,
including tax-exempt dividends from the fund.

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<PAGE>

Special Tax Rules Applicable to Tax-Exempt Funds. Income distributions to
shareholders who are substantial users or related persons of substantial users
of facilities financed by industrial revenue bonds may not be excludable from
their gross income if such income is derived from such bonds. Income derived
from the fund's investments other than tax-exempt instruments may give rise to
taxable income. The fund's shares must be held for more than six months in order
to avoid the disallowance of a capital loss on the sale of fund shares to the
extent of tax-exempt dividends paid during that period. A shareholder who
borrows money to purchase the fund's shares will not be able to deduct the
interest paid with respect to such borrowed money.

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
(possibly at a time 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

13
<PAGE>

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.

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 a 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 a fund's total return.

MANAGEMENT OF THE FUNDS (in this section, and the following sections entitled
"Trustees and Officers," "The Management Agreement," "Administration Agreement,"
"The Pricing and Bookkeeping Agreement," "Portfolio Transactions," "Investment
decisions," and "Brokerage and research services," the "Advisor" refers to
Colonial Management Associates, Inc.)

The Advisor is the investment advisor to each of the funds (except for Colonial
Money Market Fund, Colonial Municipal Money Market Fund, Colonial Global
Utilities Fund, Newport Tiger Fund, Newport Tiger Cub Fund, Newport Japan
Opportunities Fund, Newport Greater China Fund and Newport Asia Pacific Fund -
see Part I of each Fund's respective SAI for a description of the investment
advisor). The Advisor is a subsidiary of Liberty Funds Group LLC (LFG), One
Financial Center, Boston, MA 02111. LFG 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 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 United States.
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 (this section applies to all of the funds)

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

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

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

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

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

14
<PAGE>

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

Richard W. Lowry 62 Trustee Private Investor since August, 1987.
10701 Charleston Drive
Vero Beach, FL 32963

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

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

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

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

Thomas E. Stitzel 63 Trustee Professor of Finance, College of Business, Boise State
2208 Tawny Woods Place University (higher education); Business consultant and
Boise, ID 83706 author.

Robert L. Sullivan 71 Trustee Retired Partner, KPMG Peat Marwick LLP.
45 Sankaty Avenue
Siasconset, MA 02564

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

15
<PAGE>

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

J. Kevin Connaughton 34 Controller and Controller and Chief Accounting Officer of the Funds
Chief Accounting since February, 1998; Vice President of the Advisor
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 March,1994 to April, 1996; Vice
President, The Boston Company (subsidiary of Mellon Bank)
from December, 1993 to March, 1994; Assistant Vice President
and Tax Manager, The Boston Company from March, 1992 to
December, 1993).

Timothy J. Jacoby 46 Treasurer and Treasurer and Chief Financial Officer of the Funds
Chief Financial since October, 1996 (formerly Controller and Chief
Officer Accounting Officer from October, 1997 to February,
1998); Senior Vice President of the Advisor since
September, 1996; Vice President, Chief Financial
Officer and Treasurer since December, 1998 of LFG (formerly
Vice President, Chief Financial Officer and Treasurer from
July, 1997 to December, 1998 of TCG); Senior Vice President
of SR&F 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).

16
<PAGE>

Nancy L. Conlin 45 Secretary Secretary of the Funds since April, 1998 (formerly
Assistant Secretary from July, 1994 to April, 1998);
Director, Senior Vice President, General Counsel, Clerk
and Secretary of the Advisor since April, 1998
(formerly Vice President, Counsel, Assistant Secretary
and Assistant Clerk from July, 1994 to April, 1998);
Vice President, General Counsel and Secretary of LFG
since December, 1998 (formerly Vice President-, General
Counsel and Clerk of TCG from April, 1998 to December,
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)

Joseph R. Palombo 46 Vice President Vice President of the Funds since April, 1999;
Executive Vice President and Director of the Advisor
since April, 1999; Executive Vice President and Chief
Administrative Officer of LFG since April, 1999.
</TABLE>

* A Trustee who is an "interested person" (as defined in the Investment
Company Act of 1940 ("1940 Act")) of the fund or the Advisor.

The business address of the officers of each fund is One Financial Center,
Boston, MA 02111.

The Trustees serve as trustees of all funds for which each Trustee (except Mr.
Carberry) will receive 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 receive an annual retainer of $5,000 and Committee chairs
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 funds based
on each fund's relative net assets and one-third of the fees are divided equally
among the funds.

The Advisor and/or its affiliate, Colonial Advisory Services, Inc. (CASI), has
rendered investment advisory services to investment company, institutional and
other clients since 1931. The Advisor currently serves as investment advisor or
administrator for 39 open-end and 5 closed-end management investment company
portfolios. Trustees and officers of the Trust, who are also officers of the
Advisor or its affiliates, will benefit from the advisory fees, sales
commissions and agency 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 $16.3 billion in assets.

17
<PAGE>

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 funds into a master fund/feeder
fund structure. Under this structure, a 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.

The Management Agreement (this section does not apply to Colonial Money Market
Fund, Colonial Municipal Money Market Fund, Colonial Global Utilities Fund,
Newport Tiger Fund, Newport Japan Opportunities Fund, Newport Tiger Cub Fund,
Newport Greater China Fund or Newport Asia Pacific Fund)

Under a Management Agreement (Agreement), the Advisor has contracted to furnish
each fund with investment research and recommendations or fund management,
respectively, and accounting and administrative personnel and services, and with
office space, equipment and other facilities. For these services and facilities,
each fund pays a monthly fee based on the average of the daily closing value of
the total net assets of each fund for such month. Under the Agreement, any
liability of the Advisor to the Trust, a fund and/or its shareholders is limited
to situations involving the Advisor's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties.

The Agreement may be terminated with respect to the fund at any time on 60 days'
written notice by the Advisor or by the Trustees of the Trust or by a vote of a
majority of the outstanding voting securities of the fund. The Agreement will
automatically terminate upon any assignment thereof and shall continue in effect
from year to year only so long as such continuance is approved at least annually
(i) by the Trustees of the Trust or by a vote of a majority of the outstanding
voting securities of the fund and (ii) by vote of a majority of the Trustees who
are not interested persons (as such term is defined in the 1940 Act) of the
Advisor or the Trust, cast in person at a meeting called for the purpose of
voting on such approval.

The Advisor pays all salaries of officers of the Trust. The Trust pays all
expenses not assumed by the Advisor including, but not limited to, auditing,
legal, custodial, investor servicing and shareholder reporting expenses. The
Trust pays the cost of printing and mailing any Prospectuses sent to
shareholders. LFD pays the cost of printing and distributing all other
Prospectuses.

Administration Agreement (this section applies only to Colonial Money Market
Fund, Colonial Municipal Money Market Fund, Colonial Global Utilities Fund,
Newport Tiger Fund, Newport Japan Opportunities Fund, Newport Tiger Cub Fund,
Newport Greater China Fund and Newport Asia Pacific Fund and their respective
Trusts).

Under an Administration Agreement with each fund named above, the Advisor, in
its capacity as the Administrator to each fund, has contracted to perform the
following administrative services:

(a) providing office space, equipment and clerical
personnel;

(b) arranging, if desired by the respective Trust, for its
directors, officers and employees to serve as Trustees,
officers or agents of each fund;

(c) preparing and, if applicable, filing all documents
required for compliance by each fund with applicable
laws and regulations;

(d) preparation of agendas and supporting documents for and
minutes of meetings of Trustees, committees of Trustees
and shareholders;

(e) coordinating and overseeing the activities of each
fund's other third-party service providers; and

(f) maintaining certain books and records of each fund.

With respect to Colonial Money Market Fund and Colonial Municipal Money Market
Fund, the Administration Agreement for these funds provides for the following
services in addition to the services referenced above:

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<PAGE>

(g) Monitoring compliance by the fund with Rule 2a-7 under
the (1940 Act and reporting to the Trustees from time to
time with respect thereto; and

(h) Monitoring the investments and operations of the
following Portfolios: SR&F Municipal Money Market
Portfolio (Municipal Money Market Portfolio) in which
Colonial Municipal Money Market Fund is invested;

SR&F Cash Reserves Portfolio in which Colonial Money
Market Fund is invested; and LFC Utilities Trust (LFC
Portfolio) in which Colonial Global Utilities Fund is
invested and reporting to the Trustees from time to time
with respect thereto.

The Advisor is paid a monthly fee at the annual rate of average daily net assets
set forth in Part 1 of this SAI.

The Pricing and Bookkeeping Agreement

The Advisor provides pricing and bookkeeping services to each fund pursuant to a
Pricing and Bookkeeping Agreement. The Advisor, in its capacity as the
Administrator to each of Colonial Money Market Fund, Colonial Municipal Money
Market Fund and Colonial Global Utilities Fund, is paid an annual fee of
$18,000, plus 0.0233% of average daily net assets in excess of $50 million. For
each of the other funds (except for Newport Tiger Fund, Newport Japan
Opportunities Fund, Newport Tiger Cub Fund, Newport Greater China Fund and
Newport Asia Pacific Fund), the Advisor is paid monthly a fee of $2,250 by each
fund, plus a monthly percentage fee based on net assets of the fund equal to the
following:

1/12 of 0.000% of the first $50 million;
1/12 of 0.035% of the next $950 million;
1/12 of 0.025% of the next $1 billion;
1/12 of 0.015% of the next $1 billion; and
1/12 of 0.001% on the excess over $3 billion

The Advisor provides pricing and bookkeeping services to Newport Tiger Fund,
Newport Japan Opportunities Fund, Newport Tiger Cub Fund, Newport Greater China
Fund and Newport Asia Pacific Fund for an annual fee of $27,000, plus 0.035% of
each fund's average daily net assets over $50 million.

Stein Roe & Farnham Incorporated, the investment advisor of each of the
Municipal Money Market Portfolio and LFC Portfolio, provides pricing and
bookkeeping services to each Portfolio for a fee of $25,000 plus 0.0025%
annually of average daily net assets of each Portfolio over $50 million.

Portfolio Transactions

The following sections entitled "Investment decisions" and "Brokerage and
research services" do not apply to Colonial Money Market Fund, Colonial
Municipal Money Market Fund, and Colonial Global Utilities Fund. For each of
these funds, see Part 1 of its respective SAI. The Advisor of Newport Tiger
Fund, Newport Japan Opportunities Fund, Newport Tiger Cub Fund, Newport Greater
China Fund and Newport Asia Pacific Fund follows the same procedures as those
set forth under "Brokerage and research services."

Investment decisions. The Advisor acts as investment advisor to each of the
funds (except for the Colonial Money Market Fund, Colonial Municipal Money
Market Fund, Colonial Global Utilities Fund, Newport Tiger Fund, Newport Japan
Opportunities Fund, Newport Tiger Cub Fund, Newport Greater China Fund and
Newport Asia Pacific Fund, each of which is administered by the Advisor. The
Advisor's affiliate, CASI, advises other institutional, corporate, fiduciary and
individual clients for which CASI performs various services. Various officers
and Trustees of the Trust also serve as officers or Trustees of other funds and
the other corporate or fiduciary clients of the Advisor. The funds and clients
advised by the Advisor or the funds administered by the Advisor sometimes invest
in securities in which the fund also invests and sometimes engage in covered
option writing programs and enter into transactions utilizing stock index
options and stock index and financial futures and related options ("other
instruments"). If the fund, such other funds and such other clients desire to
buy or sell the same portfolio securities, options or other instruments at about
the same time, the purchases and sales are normally made as nearly as
practicable on a pro rata basis in proportion to the amounts desired to be
purchased or sold by each. Although in some cases these practices could have a
detrimental effect on the price or volume of the securities, options or other
instruments as far as the fund is concerned, in most cases it is believed that
these practices should produce better executions. It is the opinion of the
Trustees that the desirability of retaining the Advisor as investment advisor to
the funds outweighs the disadvantages, if any, which might result from these
practices.

19
<PAGE>

The portfolio managers of Colonial Utilities Fund, a series of Liberty Funds
Trust IV, will use the trading facilities of Stein Roe & Farnham Incorporated,
an affiliate of the Advisor, to place all orders for the purchase and sale of
this fund's portfolio securities, futures contracts and foreign currencies.

Brokerage and research services. Consistent with the Rules of Fair Practice of
the National Association of Securities Dealers, Inc., and subject to seeking
"best execution" (as defined below) and such other policies as the Trustees may
determine, the Advisor may consider sales of shares of the funds as a factor in
the selection of broker-dealers to execute securities transactions for a fund.

The Advisor places the transactions of the funds with broker-dealers selected by
the Advisor and, if applicable, negotiates commissions. Broker-dealers may
receive brokerage commissions on portfolio transactions, including the purchase
and writing of options, the effecting of closing purchase and sale transactions,
and the purchase and sale of underlying securities upon the exercise of options
and the purchase or sale of other instruments. The funds from time to time also
execute portfolio transactions with such broker-dealers acting as principals.
The funds do not intend to deal exclusively with any particular broker-dealer or
group of broker-dealers.

It is the Advisor's policy generally to seek best execution, which is to place
the funds' transactions where the funds can obtain the most favorable
combination of price and execution services in particular transactions or
provided on a continuing basis by a broker-dealer, and to deal directly with a
principal market maker in connection with over-the-counter transactions, except
when it is believed that best execution is obtainable elsewhere. In evaluating
the execution services of, including the overall reasonableness of brokerage
commissions paid to, a broker-dealer, consideration is given to, among other
things, the firm's general execution and operational capabilities, and to its
reliability, integrity and financial condition.

Securities transactions of the funds may be executed by broker-dealers who also
provide research services (as defined below) to the Advisor and the funds. The
Advisor may use all, some or none of such research services in providing
investment advisory services to each of its investment company and other
clients, including the fund. To the extent that such services are used by the
Advisor, they tend to reduce the Advisor's expenses. In the Advisor's opinion,
it is impossible to assign an exact dollar value for such services.

The Trustees have authorized the Advisor to cause the Funds to pay a
broker-dealer which provides brokerage and research services to the Advisor an
amount of commission for effecting a securities transaction, including the sale
of an option or a closing purchase transaction, for the funds in excess of the
amount of commission which another broker-dealer would have charged for
effecting that transaction. As provided in Section 28(e) of the Securities
Exchange Act of 1934, "brokerage and research services" include advice as to the
value of securities, the advisability of investing in, purchasing or selling
securities and the availability of securities or purchasers or sellers of
securities; furnishing analyses and reports concerning issues, industries,
securities, economic factors and trends and portfolio strategy and performance
of accounts; and effecting securities transactions and performing functions
incidental thereto (such as clearance and settlement). The Advisor must
determine in good faith that such greater commission is reasonable in relation
to the value of the brokerage and research services provided by the executing
broker-dealer viewed in terms of that particular transaction or the Advisor's
overall responsibilities to the funds and all its other clients.

The Trustees have authorized the Advisor to utilize the services of a clearing
agent with respect to all call options written by funds that write options and
to pay such clearing agent commissions of a fixed amount per share (currently
1.25 cents) on the sale of the underlying security upon the exercise of an
option written by a fund.

The Advisor may use the services of AlphaTrade Inc. (ATI), its registered
broker-dealer subsidiary, when buying or selling equity securities for a 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 a 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.

Principal Underwriter

LFD is the principal underwriter of the Trust's shares. LFD has no obligation to
buy the funds' shares, and purchases the funds' shares only upon receipt of
orders from authorized FSFs or investors.

Investor Servicing and Transfer Agent

LFSI is the Trust's investor servicing agent (transfer, plan and dividend
disbursing agent), for which it receives fees which are paid monthly by the
Trust. The fee paid to LFSI is based on the average daily net assets of each
fund plus reimbursement for

20
<PAGE>

certain out-of-pocket expenses. See "Fund Charges and Expenses" in Part 1 of
this SAI for information on fees received by LFSI. The agreement continues
indefinitely but may be terminated by 90 days' notice by the fund to LFSI or
generally by 6 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.

DETERMINATION OF NET ASSET VALUE

Each fund determines net asset value (NAV) per share for each class as of the
close of the New York Stock Exchange (Exchange) (generally 4:00 p.m. Eastern
time, 3:00 p.m. Central time) each day the Exchange is open. Currently, the
Exchange is closed Saturdays, Sundays and the following holidays: New Year's
Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
the Fourth of July, Labor Day, Thanksgiving and Christmas. Funds with portfolio
securities which are primarily listed on foreign exchanges may experience
trading and changes in NAV on days on which such fund does not determine NAV due
to differences in closing policies among exchanges. This may significantly
affect the NAV of the fund's redeemable securities on days when an investor
cannot redeem such securities. The net asset value of the Municipal Money Market
Portfolio will not be determined on days when the Exchange is closed unless, in
the judgment of the Municipal Money Market Portfolio's Board of Trustees, the
net asset value of the Municipal Money Market Portfolio should be determined on
any such day, in which case the determination will be made at 3:00 p.m., Central
time. 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 Trustees. The values of
foreign securities quoted in foreign currencies are translated into U.S. dollars
at the exchange rate for that day. Portfolio 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 Trust's Board of Trustees.

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

(The following two paragraphs are applicable only to Newport Tiger Fund, Newport
Japan Opportunities Fund, Newport Tiger Cub Fund, Newport Greater China Fund and
Newport Asia Pacific Fund. " Advisor" in these two paragraphs refers to each
fund's investment advisor, Newport Fund Management, Inc.)

Trading in securities on stock exchanges and over-the-counter markets in the Far
East is normally completed well before the close of the business day in New
York. Trading on Far Eastern securities markets may not take place on all
business days in New York, and trading on some Far Eastern securities markets
does take place on days which are not business days in New York and on which the
fund's NAV is not calculated.

The calculation of the fund's NAV accordingly may not take place
contemporaneously with the determination of the prices of the fund's portfolio
securities used in such calculations. Events affecting the values of portfolio
securities that occur between the time their prices are determined and the close
of the Exchange (when the fund's NAV is calculated) will not be reflected in the
fund's calculation of NAV unless the Advisor, acting under procedures
established by the Board of Trustees of the Trust, deems that the particular
event would materially affect the fund's NAV, in which case an adjustment will
be made. Assets or liabilities initially expressed in terms of foreign
currencies are translated prior to the next determination of the NAV of the
fund's shares into U.S. dollars at prevailing market rates.

Amortized Cost for Money Market Funds (this section currently does not apply to
Colonial Money Market funds, - see "Amortized Cost for Money Market Funds" under
"Other Information Concerning the Portfolio" in Part 1 of the SAI of

21
<PAGE>

and Colonial Municipal Money Market Fund for information relating to the
Municipal Money Market Portfolio)

Money market funds generally value their portfolio securities at amortized cost
according to Rule 2a-7 under the 1940 Act.

Portfolio instruments are valued under the amortized cost method, whereby the
instrument is recorded at cost and thereafter amortized to maturity. This method
assures a constant NAV but may result in a yield different from that of the same
portfolio under the market value method. The Trust's Trustees have adopted
procedures intended to stabilize a money market fund's NAV per share at $1.00.
When a money market fund's market value deviates from the amortized cost of
$1.00, and results in a material dilution to existing shareholders, the Trust's
Trustees will take corrective action that may include: realizing gains or
losses; shortening the portfolio's maturity; withholding distributions;
redeeming shares in kind; or converting to the market value method (in which
case the NAV per share may differ from $1.00). All investments will be
determined pursuant to procedures approved by the Trust's Trustees to present
minimal credit risk.

See the Statement of Assets and Liabilities in the shareholder report of the
Colonial Money Market Fund for a specimen price sheet showing the computation of
maximum offering price per share of Class A shares.

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.

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"). LFD generally retains 100% of any asset-based sales charge
(distribution fee) or contingent deferred sales charge. Such charges generally
reimburse LFD for any up-front and/or ongoing commissions paid to FSFs.

Checks presented for the purchase of shares of the fund which are returned by
the purchaser's bank or checkwriting privilege checks for which there are
insufficient funds in a shareholder's account to cover redemption will subject
such purchaser or shareholder to a $15 service fee for each check returned.
Checks must be drawn on a U.S. bank and must be payable in U.S. dollars.

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 "How to Sell 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, T or Z
shares. The Colonial money market funds will not issue certificates.
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. As a convenience to investors, shares of most funds advised
by Colonial, Newport Fund Management, Inc., Crabbe Huson Group, Inc. and Stein
Roe & Farnham Incorporated may be purchased through the Fundamatic Program.
Preauthorized monthly bank drafts or electronic funds transfers for a fixed
amount of at least $50 are used to purchase a fund's shares at the public
offering price next determined after LFD receives the proceeds from the draft
(normally the 5th or the 20th of

22
<PAGE>

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.

Automated Dollar Cost Averaging (Classes A, B and C). The Automated Dollar Cost
Averaging program allows you to exchange $100 or more on a monthly basis from
any mutual fund advised by Colonial, Newport Fund Management, Inc., Crabbe Huson
Group, Inc. and Stein Roe & Farnham Incorporated in which you have a current
balance of at least $5,000 into the same class of shares of up to four other
funds. Complete the Automated Dollar Cost Averaging section of the Application.
The designated amount will be exchanged on the third Tuesday of each month.
There is no charge for exchanges made pursuant to the Automated Dollar Cost
Averaging program. Exchanges will continue so long as your fund balance is
sufficient to complete the transfers. Your normal rights and privileges as a
shareholder remain in full force and effect. Thus you can buy any fund, exchange
between the same Class of shares of funds by written instruction or by telephone
exchange if you have so elected and withdraw amounts from any fund, subject to
the imposition of any applicable CDSC.

Any additional payments or exchanges into your fund will extend the time of the
Automated Dollar Cost Averaging program.

An exchange is generally a capital sale transaction for federal income tax
purposes.

You may terminate your program, change the amount of the exchange (subject to
the $100 minimum), or change your selection of funds, by telephone or in
writing; if in writing by mailing your instructions to Liberty Funds Services,
Inc. P.O. Box 1722, Boston, MA 02105-1722.

You should consult your FSF or investment advisor to determine whether or not
the Automated Dollar Cost Averaging program is appropriate for you.

LFD offers several plans by which an investor may obtain reduced initial or
contingent deferred sales charges. These plans may be altered or discontinued at
any time. See "Programs For Reducing or Eliminating Sales Charges" for more
information.

Tax-Sheltered Retirement Plans. LFD offers prototype tax-qualified plans,
including Individual Retirement Accounts (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.

Participants in non-LFD prototype Retirement Plans (other than IRAs) also are
charged a $10 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 or their FSF 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, 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.

Automatic Dividend Diversification. The automatic dividend diversification
reinvestment program (ADD) generally allows shareholders to have all
distributions from a fund automatically invested in the same class of shares of
another fund. An ADD account must be in the same name as the shareholder's
existing open account with the particular fund. Call LFSI for more information
at 1-800-422-3737.

PROGRAMS FOR REDUCING OR ELIMINATING SALES CHARGES

Right of Accumulation and Statement of Intent (Class A and Class T shares only)
(Class T shares can only be purchased by the shareholders of Newport Tiger Fund
who already own Class T shares). Reduced sales charges on Class A and T shares
can be effected by combining a current purchase with prior purchases of Class A,
B, C, T and Z shares of the funds distributed by

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LFD. 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 funds' Class A shares held by the
shareholder (except shares of any money market fund, unless such
shares were acquired by exchange from Class A shares of another
fund other than a money market fund and Class B, C, T and Z
shares).

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 holdings by LFSI. A fund may terminate or
amend this Right of Accumulation.

Any person may qualify for reduced sales charges on purchases of Class A and T
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 Class A, B, C, T and Z shares
held by the shareholder on the date of the Statement in funds (except shares of
any money market fund, unless such shares were acquired by exchange from Class A
shares of another non-money market 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 or T 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 a 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.

Colonial Asset Builder Investment Program (this section currently applies only
to the Class A shares of Colonial Select Value Fund and The Colonial Fund, each
a series of Liberty Funds Trust III). A reduced sales charge applies to a
purchase of certain funds' Class A shares under a Statement of Intent for the
Colonial Asset Builder Investment Program (Program). The Program offer may be
withdrawn at any time without notice. A completed Program may serve as the
initial investment for a new Program, subject to the maximum of $4,000 in
initial investments per investor. Shareholders in this program are subject to a
5% sales charge. LFSI will escrow shares to secure payment of the additional
sales charge on amounts invested if the Program is not completed. Escrowed
shares are credited with distributions and will be released when the Program has
ended. Shareholders are subject to a 1% fee on the amount invested if they do
not complete the Program. Prior to completion of the Program, only scheduled
Program investments may be made in a fund in which an investor has a Program
account. The following services are not available to Program accounts until a
Program has ended:

Systematic Withdrawal Plan Share Certificates

Sponsored Arrangements Exchange Privilege

$50,000 Fast Cash Colonial Cash Connection

Right of Accumulation Automatic Dividend Diversification

Telephone Redemption Reduced Sales Charges for any "person"

Statement of Intent

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<PAGE>

*Exchanges may be made to other funds offering the Program.

Because of the unavailability of certain services, this Program may not be
suitable for all investors.

The FSF receives 3% of the investor's intended purchases under a Program at the
time of initial investment and 1% after the 24th monthly payment. LFD may
require the FSF to return all applicable commissions paid with respect to a
Program terminated within six months of inception, and thereafter to return
commissions in excess of the FSF discount applicable to shares actually
purchased.

Since the Asset Builder plan involves continuous investment regardless of the
fluctuating prices of funds shares, investors should consult their FSF to
determine whether it is appropriate. The Plan does not assure a profit nor
protect against loss in declining markets.

Reinstatement Privilege. An investor who has redeemed Class A, B, C or T 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 any 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.

Privileges of Colonial Employees or Financial Service Firms (in this section,
the "Advisor" refers to Colonial Management Associates, Inc. in its capacity as
the Advisor or Administrator to certain funds). Class A shares of certain funds
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 Advisor, LFD and other companies affiliated with
the Advisor; 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 and Class T shares (Class T shares can only be
purchased by the shareholders of Newport Tiger Fund who already own Class T
shares) of certain funds may be purchased at a 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 funds reserve the right to
revise the terms of or to suspend or discontinue sales pursuant to sponsored
plans at any time.

Class A and Class T shares (Class T shares can only be purchased by the
shareholders of Newport Tiger Fund who already own Class T shares) of certain
funds 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 funds are included as investment options in programs
involving fee-based compensation arrangements, and by participants in certain
retirement plans.

Waiver of Contingent Deferred Sales Charges (CDSCs) (in this section, the
"Advisor" refers to Colonial Management Associates, Inc. in its capacity as the
Advisor or Administrator to certain funds) (Classes A, B and C) 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 Class B 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.

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<PAGE>

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 if the SWP is
set up at the time the account is established, and distributions
are being reinvested. See below under "Investor Services -
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.

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 individual retirement accounts, 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
individual retirement account 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

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 any 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 Class C shares of the fund 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 such 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 Class C
share account may do so but will be subject to a CDSC ranging from 1% to 5% of

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<PAGE>

the amount withdrawn in excess of 12% annually. If a shareholder wishes to
participate in a SWP, the shareholder must elect to have all of the
shareholder's income dividends and other fund distributions payable in shares of
the fund rather than in cash.

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

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

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

A 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. All Fund shareholders and/or their FSFs (except for
Newport Tiger Cub Fund, Newport Japan Opportunities Fund, Newport Asia Pacific
Fund and Newport Greater China Fund) are automatically eligible to redeem up to
$100,000 of the fund's shares by calling 1-800-422-3737 toll-free any business
day between 9:00 a.m. and the close of trading of the Exchange (normally 4:00
p.m. Eastern time). Transactions received after 4:00 p.m. Eastern time will
receive the next business day's closing price. Telephone redemptions are limited
to a total of $100,000 in a 30-day period. Redemptions that exceed $100,000 may
be accomplished by placing a wire order trade through a broker or furnishing a
signature guarantee request. Telephone redemption privileges for larger amounts
and for Newport Tiger Cub Fund, Newport Japan Opportunities Fund, Newport
Greater China Fund and Newport Asia Pacific Fund may be elected on the
Application. LFSI will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. Telephone redemptions are not available
on accounts with an address change in the preceding 30 days and proceeds and
confirmations will only be mailed or sent to the address of record unless the
redemption proceeds are being sent to a pre-designated bank account.
Shareholders and/or their FSFs will be required to provide their name, address
and account number. FSFs will also be required to provide their broker number.
All telephone transactions are recorded. A loss to a shareholder may result from
an unauthorized transaction reasonably believed to have been authorized. No
shareholder is obligated to execute the telephone authorization form or to use
the telephone to execute transactions.

Checkwriting (in this section, the "Advisor" refers to Colonial Management
Associates, Inc. in its capacity as the Advisor or Administrator of certain
funds) (Available only on the Class A shares of certain funds) Shares may be
redeemed by check if a shareholder has previously completed an Application and
Signature Card. LFSI will provide checks to be drawn on BankBoston (the "Bank").
These checks may be made payable to the order of any person in the amount of not
less than $500 nor more than $100,000. The shareholder will continue to earn
dividends on shares until a check is presented to the Bank for payment. At such
time a sufficient number of full and fractional shares will be redeemed at the
next determined net asset value to cover the amount of the check. Certificate
shares may not be redeemed in this manner.

Shareholders utilizing checkwriting drafts will be subject to the Bank's rules
governing checking accounts. There is currently no charge to the shareholder for
the use of checks. The shareholder should make sure that there are sufficient
shares in his or her open account to cover the amount of any check drawn since
the net asset value of shares will fluctuate. If insufficient shares are in the
shareholder's open account, the check will be returned marked "insufficient
funds" and no shares will be redeemed; the shareholder will be charged a $15
service fee for each check returned. It is not possible to determine in advance
the total value of an open account because prior redemptions and possible
changes in net asset value may cause the value of an open account to change.
Accordingly, a check redemption should not be used to close an open account. In
addition, a check redemption, like any other redemption, may give rise to
taxable capital gains.

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<PAGE>

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

DISTRIBUTIONS

Distributions are invested in additional shares of the same Class of the fund at
net asset value unless the shareholder elects to receive cash. Regardless of the
shareholder's election, distributions of $10 or less will not be paid in cash,
but will be invested in additional shares of the same class of the fund at net
asset value. Undelivered distribution checks returned by the post office will be
reinvested in your account. If a shareholder has elected to receive dividends
and/or capital gain distributions in cash and the postal or other delivery
service selected by the Transfer Agent is unable to deliver checks to the
shareholder's address of record, such shareholder's distribution option will
automatically be converted to having all dividend and other distributions
reinvested in additional shares. No interest will accrue on amounts represented
by uncashed distribution or redemption checks. 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.

Shares of most funds that pay daily dividends will normally earn dividends
starting with the date the fund receives payment for the shares and will
continue through the day before the shares are redeemed, transferred or
exchanged. The daily dividends for Colonial Municipal Money Market Fund will be
earned starting with the day after that fund receives payments for the shares.

HOW TO EXCHANGE SHARES

Shares of the Fund may be exchanged for the same class of shares of the other
continuously offered funds (with certain exceptions) on the basis of the NAVs
per share at the time of exchange. Class T and Z shares may be exchanged for
Class A shares of the other funds. The prospectus of each fund 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 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 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 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.

You need to hold your Class A and Class T shares for five months before
exchanging to certain funds having a higher maximum sales charge. Consult your
FSF or LFSI. 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.

Shareholders of the other open-end funds generally may exchange their shares at
NAV for the same class of shares of the fund.

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

A fund may not suspend shareholders' right of redemption or postpone payment for
more than seven days unless the Exchange is closed for other than customary
weekends or holidays, or if permitted by the rules of the SEC during periods
when trading on the Exchange is restricted or 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 during any other period permitted by
order of the SEC for the protection of investors.

SHAREHOLDER LIABILITY

Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of the Trust. However, the
Declaration disclaims shareholder liability for acts or obligations of the fund
and the Trust and requires that notice of such disclaimer be given in each
agreement, obligation, or instrument entered into or executed by the fund or the
Trust's Trustees. The Declaration provides for indemnification out of fund
property for all loss and expense of any shareholder held personally liable for
the

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<PAGE>

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

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

PERFORMANCE MEASURES

Total Return

Standardized average annual total return. Average annual total return is the
actual return on a $10,000 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 (i.e. cumulative) 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. In calculating total rate of
return for a newer class of shares in accordance with certain formulas required
by the SEC, the performance will be adjusted to take into account the fact that
the newer class is subject to a different sales charge than the oldest class
(e.g., if the newer class is Class A shares, the total rate of return quoted
will reflect the deduction of the initial sales charge applicable to Class A
shares; if the newer class is Class B or Class C shares, the total rate of
return quoted will reflect the deduction of the CDSC applicable to Class B or
Class C shares). However, 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 waivers or reimbursements of fund expenses by the Advisor,
Administrator or its affiliates. Absent these waivers or reimbursements,
performance results would have been lower.

Yield

Money market. A money market fund's yield and effective yield is computed in
accordance with the SEC's formula for money market fund yields.

Non-money market. The yield for each class of shares of a fund is determined by
(i) calculating the income (as defined by the SEC for purposes of advertising
yield) during the base period and subtracting actual expenses for the period
(net of any reimbursements), and (ii)

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<PAGE>

dividing the result by the product of the average daily number of shares of the
fund that were entitled to dividends during the period and the maximum offering
price of the fund on the last day of the period, (iii) then annualizing the
result assuming semi-annual compounding. Tax-equivalent yield is calculated by
taking that portion of the yield which is exempt from income tax and determining
the equivalent taxable yield which would produce the same after-tax yield for
any given federal and, in some cases, state tax rate, and adding to that the
portion of the yield which is fully taxable. Adjusted yield is calculated in the
same manner as yield except that expenses voluntarily borne or waived by the
Advisor or its affiliates have been added back to actual expenses.

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

The fund may compare its performance to various unmanaged indices published by
such sources as are listed in Appendix II.

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

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

General. From time to time, the fund may discuss or quote its current portfolio
manager 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 its
distributor, its investment advisor 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.

30
<PAGE>

APPENDIX I
DESCRIPTION OF BOND RATINGS
STANDARD & POOR'S CORPORATION (S&P)

The following descriptions are applicable to municipal bond funds:

AAA bonds have the highest rating assigned by S&P. Capacity to pay interest and
repay principal is extremely strong.

AA bonds have a very strong capacity to pay interest and repay principal, and
they differ from AAA only in small degree.

A bonds have a strong capacity to pay interest and repay principal, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB bonds are regarded as having an adequate capacity to pay interest and repay
principal. Whereas they normally exhibit adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal than for bonds in the A
category.

BB, B, CCC, CC and C bonds are regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and C the highest degree. While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or large exposures to adverse conditions.

BB bonds have less near-term vulnerability to default than other speculative
issues. However, they face major ongoing uncertainties or exposure to adverse
business, financial, or economic conditions which could lead to inadequate
capacity to meet timely interest and principal payments. The BB rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied BBB- rating.

B bonds have a greater vulnerability to default but currently have the capacity
to meet interest payments and principal repayments. Adverse business, financial,
or economic conditions will likely impair capacity or willingness to pay
interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.

CCC bonds have a currently identifiable vulnerability to default, and are
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, the bonds are not likely to have
the capacity to pay interest and repay principal. The CCC rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied B or B- rating.

CC rating typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating.

C rating typically is applied to debt subordinated to senior debt which assigned
an actual or implied CCC- debt rating. The C rating may be used to cover a
situation where a bankruptcy petition has been filed, but debt service payments
are continued.

CI rating is reserved for income bonds on which no interest is being paid.

D bonds are in payment default. The D rating category is used when interest
payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

Plus(+) or minus(-) ratings from AA to CCC may be modified by the addition of a
plus or minus sign to show relative standing within the major rating categories.

Provisional Ratings. The letter "p" indicates that the rating is provisional. A
provisional rating assumes the successful completion of the project being
financed by the debt being rated and indicates that payment of debt service
requirements is largely or entirely dependent upon the successful and timely
completion of the project. This rating, however, although addressing credit
quality subsequent to completion of the project, makes no comments on the
likelihood of, or the risk of default upon failure of, such completion. The
investor should exercise his own judgment with respect to such likelihood and
risk.

Municipal Notes:

SP-1. Notes rated SP-1 have very strong or strong capacity to pay principal and
interest. Those issues determined to possess overwhelming safety characteristics
are designated as SP-1+.

SP-2. Notes rated SP-2 have satisfactory capacity to pay principal and interest.

31
<PAGE>

Notes due in three years or less normally receive a note rating. Notes maturing
beyond three years normally receive a bond rating, although the following
criteria are used in making that assessment:

Amortization schedule (the larger the final maturity relative to other
maturities, the more likely the issue will be rated as a note).

Source of payment (the more dependent the issue is on the market for
its refinancing, the more likely it will be rated as a note).

Demand Feature of Variable Rate Demand Securities:

S&P assigns dual ratings to all long-term debt issues that have as part of their
provisions a demand feature. The first rating addresses the likelihood of
repayment of principal and interest as due, and the second rating addresses only
the demand feature. The long-term debt rating symbols are used for bonds to
denote the long-term maturity, and the commercial paper rating symbols are
usually used to denote the put (demand) option (for example, AAA/A-1+).
Normally, demand notes receive note rating symbols combined with commercial
paper symbols (for example, SP-1+/A-1+).

Commercial Paper:

A. Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are further refined with
the designations 1, 2, and 3 to indicate the relative degree to safety.

A-1. This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are designed A-1+.

Corporate Bonds:

The description of the applicable rating symbols and their meanings is
substantially the same as the Municipal Bond ratings set forth above.

The following descriptions are applicable to equity and taxable bond funds:

AAA bonds have the highest rating assigned by S&P. The obligor's capacity to
meet its financial commitment on the obligation is extremely strong.

AA bonds differ from the highest rated obligations only in small degree. The
obligor's capacity to meet its financial commitment on the obligation is very
strong.

A bonds are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher rated
categories. However, the obligor's capacity to meet its financial commitment on
the obligation is still strong.

BBB bonds exhibit adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.

BB, B, CCC and CC bonds are regarded, as having significant speculative
characteristics. BB indicates the least degree of speculation and C the highest.
While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.

BB bonds are less vulnerable to non-payment than other speculative issues.
However, they face major ongoing uncertainties or exposure to adverse business,
financial, or economic conditions which could lead to the obligor's inadequate
capacity to meet its financial commitment on the obligation.

B bonds are more vulnerable to nonpayment than obligations rated BB, but the
obligor currently has the capacity to meet its financial commitment on the
obligation. Adverse business, financial, or economic conditions will likely
impair the obligor's capacity or willingness to meet its financial commitment on
the obligation.

CCC bonds are currently vulnerable to nonpayment, and are dependent upon
favorable business, financial, and economic conditions for the obligor to meet
its financial commitment on the obligation. In the event of adverse business,
financial, or economic conditions, the obligor is not likely to have the
capacity to meet its financial commitment on the obligation.

CC bonds are currently highly vulnerable to nonpayment.

C ratings may be used to cover a situation where a bankruptcy petition has been
filed or similar action has been taken, but payments on the obligation are being
continued.

D bonds are in payment default. The D rating category is used when payments on
an obligation are not made on the date due even if the applicable grace period
has not expired, unless S&P believes that such payments will be made during such
grace period. The D rating also will be used upon the filing of a bankruptcy
petition or the taking of a similar action if payments on an obligation are
jeopardized.

32
<PAGE>

Plus (+) or minus(-): The ratings from AA to CCC may be modified by the addition
of a plus or minus sign to show relative standing within the major rating
categories.

r This symbol is attached to the rating of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk, such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.

MOODY'S INVESTORS SERVICE, INC. (MOODY'S)

Aaa bonds are judged to be of the best quality. They carry the smallest degree
of investment risk and are generally referred to as "gilt edge". Interest
payments are protected by a large or by an exceptionally stable margin and
principal is secure. While various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair a fundamentally
strong position of such issues.

Aa bonds are judged to be of high quality by all standards. Together with Aaa
bonds they comprise what are generally known as high-grade bonds. They are rated
lower than the best bonds because margins of protection may not be as large in
Aaa securities or fluctuation of protective elements may be of greater amplitude
or there may be other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.

Those bonds in the Aa through B groups that Moody's believes possess the
strongest investment attributes are designated by the symbol Aa1, A1 and Baa1.

A bonds possess many favorable investment attributes and are to be considered as
upper-medium-grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present that suggest a
susceptibility to impairment sometime in the future.

Baa bonds are considered as medium grade obligations, i.e., they are neither
highly protected nor poorly secured. Interest payments and principal security
appear adequate for the present but certain protective elements may be lacking
or may be characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact, have speculative
characteristics as well.

Ba bonds are judged to have speculative elements: their future cannot be
considered as well secured. Often, the protection of interest and principal
payments may be very moderate, and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.

B bonds generally lack characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other terms of the contract
over any long period of time may be small.

Caa bonds are of poor standing. Such issues may be in default or there may be
present elements of danger with respect to principal or interest.

Ca bonds represent obligations which are speculative in a high degree. Such
issues are often in default or have other marked shortcomings.

C bonds are the lowest rated class of bonds and issues so rated can be regarded
as having extremely poor prospects of ever attaining any real investment
standing.

Conditional Ratings. Bonds for which the security depends upon the completion of
some act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operating experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting
conditions attach. Parenthetical rating denotes probable credit stature upon
completion of construction or elimination of basis of condition.

Municipal Notes:

MIG 1. This designation denotes best quality. There is present strong protection
by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

MIG 2. This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.

MIG 3. This designation denotes favorable quality. All security elements are
accounted for, but there is lacking the undeniable strength of the preceding
grades. Liquidity and cash flow protection may be narrow and market access for
refinancing is likely to be less well established.

Demand Feature of Variable Rate Demand Securities:

33
<PAGE>

Moody's may assign a separate rating to the demand feature of a variable rate
demand security. Such a rating may include:

VMIG 1. This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

VMIG 2. This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.

VMIG 3. This designation denotes favorable quality. All security elements are
accounted for, but there is lacking the undeniable strength of the preceding
grades. Liquidity and cash flow protection may be narrow and market access for
refinancing is likely to be less well established.

Commercial Paper:

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment capacity of rated issuers:

Prime-1 Highest Quality
Prime-2 Higher Quality
Prime-3 High Quality

If an issuer represents to Moody's that its Commercial Paper obligations are
supported by the credit of another entity or entities, Moody's, in assigning
ratings to such issuers, evaluates the financial strength of the indicated
affiliated corporations, commercial banks, insurance companies, foreign
governments, or other entities, but only as one factor in the total rating
assessment.

Corporate Bonds:

The description of the applicable rating symbols (Aaa, Aa, A) and their meanings
is identical to that of the Municipal Bond ratings as set forth above, except
for the numerical modifiers. Moody's applies numerical modifiers 1, 2, and 3 in
the Aa and A classifications of its corporate bond rating system. The modifier 1
indicates that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a midrange ranking; and the modifier 3
indicates that the issuer ranks in the lower end of its generic rating category.

FITCH INVESTORS SERVICE

Investment Grade Bond Ratings

AAA bonds are considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and/or
dividends and repay principal, which is unlikely to be affected by reasonably
foreseeable events.

AA bonds are considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated `AAA'. Because bonds rated in the
`AAA' and `AA' categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated `F-1+'.

A bonds are considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than debt securities with higher ratings.

BBB bonds are considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest or dividends and repay principal
is considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these
securities and, therefore, impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is higher than for
securities with higher ratings.

Conditional

A conditional rating is premised on the successful completion of a project or
the occurrence of a specific event.

Speculative-Grade Bond Ratings

BB bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified, which could assist the
obligor in satisfying its debt service requirements.

B bonds are considered highly speculative. While securities in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC bonds have certain identifiable characteristics that, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

34
<PAGE>

CC bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C bonds are in imminent default in payment of interest or principal.

DDD, DD, and D bonds are in default on interest and/or principal payments. Such
securities are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. `DDD'
represents the highest potential for recovery on these securities, and `D'
represents the lowest potential for recovery.

DUFF & PHELPS CREDIT RATING CO.

AAA - Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+, AA, AA - High credit quality. Protection factors are strong. Risk is modest
but may vary slightly from time to time because of economic conditions.

A+, A, A - Protection factors are average but adequate. However, risk factors
are more available and greater in periods of economic stress.

BBB+, BBB, BBB - Below average protection factors but still considered
sufficient for prudent investment. Considerable variability in risk during
economic cycles.

BB+, BB, BB - Below investment grade but deemed likely to meet obligations when
due. Present or prospective financial protection factors fluctuate according to
industry conditions or company fortunes. Overall quality may move up or down
frequently within this category.

B+, B, B - Below investment grade and possessing risk that obligations will not
be met when due. Financial protection factors will fluctuate widely according to
economic cycles, industry conditions and/or company fortunes. Potential exists
for frequent changes in the rating within this category or into a higher or
lower rating grade.

CCC - Well below investment grade securities. Considerable uncertainty exists as
to timely payment of principal, interest or preferred dividends. Protection
factors are narrow and risk can be substantial with unfavorable
economic/industry conditions, and/or with unfavorable company developments.

DD - Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or interest payments.

35
<PAGE>

APPENDIX II
1998

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

36
<PAGE>

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
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

37
<PAGE>

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
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

38
<PAGE>

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
MSCI Europe IX ID 26.53
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

39
<PAGE>

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
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

40
<PAGE>

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
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
NYSE Composite P 16.55
NYSE Finance IX P 5.13

41
<PAGE>

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
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

42
<PAGE>

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

THE NATIONAL ASSOCIATION OF REAL ESTATE INVESTMENT TRUST:
Real Estate Investment Trust Index -17.50

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>

43
<PAGE>

44
<PAGE>

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>

LIBERTY FUNDS TRUST I (FORMERLY COLONIAL TRUST I)
-------------------------------------------------

Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------
(Colonial Income Fund)

<TABLE>
<CAPTION>
Location or Caption in Statement of
Item Number of Form N-1A Additional Information
- ------------------------ ----------------------

Part B
- ------
<S> <C>
10. Cover Page; Table of Contents

11. Organization and History

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

13. Fund Charges and Expenses

14. Fund Charges and Expenses

15. Fund Charges and Expenses

16. Fund Charges and Expenses; Management of
the Funds

17. Management of the Fund

18. Shareholder Meetings; Shareholder Liability

19. Taxes

20. Fund Charges and Expenses; Management of
the Funds

21. Investment Performance; Performance Measures

22. Independent Accountants
</TABLE>
<PAGE>
COLONIAL INCOME FUND
Statement of Additional Information
May 3, 1999

This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectus of Colonial
Income Fund (Fund). This SAI is not a prospectus and is only authorized for
distribution when accompanied or preceded by the Prospectus of the Fund dated
May 3, 1999. This SAI should be read together with the Prospectus and the Fund's
most recent Annual Report dated December 31, 1998. Investors may obtain a free
copy of the Prospectus and the Annual Report from Liberty Funds Distributor,
Inc., One Financial Center, Boston, MA 02111-2621. The financial statements and
Report of Independent Accountants appearing in the December 31, 1998 Annual
Report, are incorporated in this SAI by reference.

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Part 1 Page
<S> <C>
Definitions
Organization and History
Investment Objective and Policies
Fundamental Investment Policies
Other Investment Policies
Portfolio Turnover
Fund Charges and Expenses
Investment Performance
Custodian
Independent Accountants

Part 2

<PAGE>

Part 1
COLONIAL INCOME FUND
Statement of Additional Information
May 3, 1999
DEFINITIONS

<TABLE>
<S> <C>
"Trust" Liberty Funds Trust I
"Fund" Colonial Income Fund
"Advisor" Colonial Management Associates, Inc., the Fund's
investment advisor
"LFD" Liberty Funds Distributor, Inc., the Fund's distributor
"LFSI" Liberty Funds Services, Inc., the Fund's shareholder
services and transfer agent
</TABLE>

ORGANIZATION AND HISTORY

The Trust is a Massachusetts business trust organized in 1986. The Fund
represents the entire interest in a separate portfolio of the Trust.

The Trust changed its name from "Colonial Trust I" to its current name on April
1, 1999.

INVESTMENT OBJECTIVE AND POLICIES

Lower Rated Debt Securities
Zero Coupon Securities
Step Coupon Bonds
Pay-In-Kind Securities
Forward Commitments (When Issued and Delayed Delivery Securities)
Repurchase Agreements
Futures Contracts and Related Options
(interest rate futures and related options only)
Foreign Securities
Foreign Currency Transactions
Mortgage-Backed Securities
Non-Agency Mortgage-Backed
Securities Rule 144A Securities
Money Market Instruments

Except as indicated below under "Fundamental Investment Policies," the Fund's
investment policies are not fundamental, and the Trustees may change the
policies without shareholder approval.

FUNDAMENTAL INVESTMENT POLICIES

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 (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. The following fundamental
investment policies cannot be changed without such a vote.

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.

The Fund may:

<PAGE>

1. Borrow 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. Only own real estate acquired as a result of owning securities and not more
than 5% of total assets;
3. Purchase and sell futures contracts and related options so long as the
total initial margin and premiums on contracts do not exceed 5% of its
total assets;
4. Underwrite securities issued by others only when disposing of portfolio
securities;
5. Make loans (a) through lending of securities, (b) through the purchase of
debt instruments or similar evidences of indebtedness typically sold
privately to financial institutions, (c) 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 (d) through repurchase agreements; and
6. Not 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.

OTHER INVESTMENT POLICIES

As non-fundamental investment policies which may be changed without a
shareholder vote, the Fund may not:

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 securities.

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.

PORTFOLIO TURNOVER

Portfolio turnover for the last two fiscal years is included in the Prospectus
under "The Fund's Financial History." High portfolio turnover may cause the Fund
to realize capital gains which, if realized and distributed by the Fund, may be
taxable to shareholders as ordinary income. High portfolio turnover may result
in correspondingly greater brokerage commissions and other transaction costs,
which will be borne directly by the Fund.

FUND CHARGES AND EXPENSES

Under the Fund's management agreement, the Fund pays the Advisor a monthly fee
based on the average daily net assets of the Fund at the annual rate of 0.50%.
Under the Fund's pricing and bookkeeping agreement, the Fund pays the Advisor
a monthly pricing and bookkeeping fee of $2,250 plus the following percentages
of the Fund's average daily net assets over $50 million:

0.035% on the next $950 million
0.025% on the next $1 billion
0.015% on the next $1 billion
0.001% on the excess over $3 billion

Under the Fund's transfer agency and shareholder servicing agreement, the Fund
pays LFSI a monthly fee at the annual rate of 0.17% of average daily net assets,
plus certain out-of-pocket expenses.

Recent Fees paid to the Advisor, LFD and LFSI (for the fiscal years ended
December 31) (dollars in thousands)

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $788 $787 $852
Bookkeeping fee 65 65 69
Shareholder services and transfer 344 350 385
agent fee
12b-1 fees:
Service fee (Classes A, B and C)(a) 394 394 425
Distribution fee (Class B) 280 264 271
Distribution fee (Class C) 8 (b) ---

</TABLE>

(a) Class C shares were initially offered on August 1, 1997.

(b) Rounds to less than one.

Brokerage Commissions

The Fund did not pay brokerage commissions during the fiscal years ended
December 31, 1998, 1997 and 1996.

c
<PAGE>

Trustees and Trustees' Fees

For the fiscal and calendar year ended December 31, 1998, the Trustees received
the following compensation for serving as Trustees (c):

<TABLE>
<CAPTION>
Total Compensation
Aggregate From The Fund
Compensation Complex Paid To The
Trustee From Fund For The Trustees For The
Fiscal Year Ended Calendar Year Ended
December 31, 1998 December 31, 1998 (d)
<S> <C> <C>
Robert J. Birnbaum (e) $1,353 $ 99,429
Tom Bleasdale (e) 1,569(f) 115,000(g)
John V. Carberry (h)(i) N/A N/A
Lora S. Collins (e) 1,326 97,429
James E. Grinnell (e) 1,403 103,071
William D. Ireland, Jr. (j) 488 35,333
Richard W. Lowry (e) 1,336 98,214
Salvatore Macera (k) 219 25,250
William E. Mayer (e) 1,358 99,286
James L. Moody, Jr. (e) 1,440(l) 105,857(m)
John J. Neuhauser (e) 1,436 105,323
George L. Shinn (j) 430 31,334
Thomas E. Stitzel (k) 219 25,250
Robert L. Sullivan (e) 1,437 104,100
Anne-Lee Verville (e)(h) 249(n) 23,445(o)
Sinclair Weeks, Jr. (j) 475 34,333
</TABLE>

(d) At December 31, 1998, the Complex consisted of 56 open-end and 5 closed-end
management investment portfolios (the Fund Complex).
(e) Elected by the shareholders of Liberty Variable Investment Trust on October
30, 1998.
(f) Includes $716 payable in later years as deferred compensation.

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

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

(j) Retired as a trustee of the Trust on April 24, 1998.
(k) Elected by the shareholders of the open-end Colonial funds on October 30,
1998, and by the trustees of the closed-end Colonial funds on December 17,
1998.
(l) Total compensation of $1,440 for the fiscal year ended December 31, 1998,
will be payable in later years as deferred compensation.
(m) Total compensation of $105,857 for the calendar year ended December 31,
1998, will be payable in later years as deferred compensation.
(n) Total compensation of $249 for the fiscal year ended December 31, 1998,
will be payable in later years as deferred compensation.
(o) Total compensation of $23,445 for the calendar year ended December 31,
1998, will be payable in later years as deferred compensation.

d
<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, the Liberty All-Star Growth Fund, Inc. and Liberty Funds
Trust IX (together, Liberty All-Star Funds):

<TABLE>
<CAPTION>
Total Compensation From
Liberty All-Star Funds For
Trustee The Calendar Year Ended
December 31, 1998 (p)
<S> <C>
Robert J. Birnbaum(u) $25,000
John V. Carberry(q)(r)(u) N/A
James E. Grinnell(u) 25,000
Richard W. Lowry(u) 25,000
William E. Mayer(s)(u) 14,000
John J. Neuhauser(t)(u) 25,000
</TABLE>

(p) 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).
(q) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.
(r) Elected by the trustees of the Liberty All-Star Equity Fund and Liberty
All-Star Growth Fund, Inc. on June 30, 1998.
(s) Elected by the shareholders of the Liberty All-Star Equity Fund on April
22, 1998 and by the trustees of the Liberty All-Star Growth Fund, Inc. on
December 17, 1998.
(t) Elected by the shareholders of the Liberty All-Star Equity Fund and Liberty
All-Star Growth Fund, Inc. on April 22, 1998.
(u) Elected by the sole Trustee of Liberty Funds Trust IX on December 17, 1998.

Ownership of the Fund

At March 31, 1999, the officers and Trustees of the Trust as a group owned less
than 1% of the aggregate outstanding shares of the Fund.

At April 1, 1999 there were the following shareholders of record owning 5% or
more of the outstanding shares of each class:

Merrill Lynch Pierce Fenner & Smith For the Sole Benefit of its Customers, Attn:
Fund Administration, 4800 Deer Lake Dr., E 3rd Floor, Jacksonville, FL 32246,
owned Class B and Class C shares, representing 10.15% and 63.38% of each
respective Class's outstanding shares.

At March 31, 1999, there were 6,583 Class A, 3,066 Class B and 105 Class C
shareholders of record of the Fund.

Sales Charges (for the fiscal years ended December 31) (dollars in thousands)

<TABLE>
<CAPTION>
Class A Shares
--------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges on Fund share sales $91 $68 $159
Initial sales charges retained by LFD 11 8 19
</TABLE>

<TABLE>
<CAPTION>
Class A Shares
--------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate contingent deferred sales charges
(CDSC) on Fund redemptions retained by LFD $-- $93 $142
</TABLE>

<TABLE>
<CAPTION>
Class B Shares
--------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $98 -- --
</TABLE>

<TABLE>
<CAPTION>
Class C Shares
--------------

e
<PAGE>

1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $1 -- --
</TABLE>

12b-1 Plan, CDSC and Conversion of Shares

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 of
Classes A, B and C. Under the Plan, the Fund pays LFD monthly a service fee at
an annual rate of 0.25% of net assets attributed to each Class of shares. The
Fund also pays LFD monthly a distribution fee at an annual rate of 0.75% of
average daily net assets attributed to Class B and Class C shares. LFD has
voluntarily agreed to waive a portion of the Class C share distribution fee so
that it does not exceed 0.60% annually. LFD may terminate this waiver at any
time without shareholder approval. LFD may use the entire amount of such fees to
defray the costs of commissions and service fees paid to financial service firms
(FSFs) and for certain other purposes. Since the distribution and service fees
are payable regardless of the amount of LFD's expenses, LFD may realize a profit
from the fees.

The Plan also authorizes any other payments by the Fund to LFD and its
affiliates (including the Advisor) to the extent that such payments might be
construed to be indirectly financing 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 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 materially the fee 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 a 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 non-interested persons of the Trust are effected by such
disinterested Trustees.

Class A shares are offered at net asset value plus varying sales charges which
may include a CDSC. Class B shares are offered at net asset value and are
subject to a CDSC if redeemed within six years after purchase. Class C shares
are offered at net asset value and are subject to a 1.00% CDSC on redemptions
within one year after purchase. Class Z shares are offered at net asset value
and are not subject to a CDSC. The CDSCs are described in the Prospectus.

No CDSC will be imposed on shares derived from reinvestment of distributions or
on amounts representing capital appreciation. In determining the applicability
and rate of any CDSC, it will be assumed that a redemption is made first of
shares representing capital appreciation, next of shares representing
reinvestment of distributions and finally of other shares held by the
shareholder for the longest period of time.

Sales-related expenses (dollars in thousands) of LFD relating to the Fund for
the fiscal year ended December 31, 1998 were:

<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
------- ------- -------
<S> <C> <C> <C>
Fees to FSFs $290 350 16
Cost of sales material relating to the Fund (including printing
and mailing expenses) 57 24 6
Allocated travel, entertainment and other promotional expenses
(including advertising) 45 24 5
</TABLE>

<PAGE>

INVESTMENT PERFORMANCE

The Fund's Class A, Class B and Class C yields for the month ended December 31,
1998, were, respectively:

<TABLE>
<CAPTION>
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Yield 5.21% 4.71% 4.87%
Adjusted Yield N/A N/A 4.72%
</TABLE>

The Fund's Class A, Class B and Class C average annual and total returns at
December 31, 1998, were:

<TABLE>
<CAPTION>
Class A Shares
--------------
1 year 5 years 10 years
------ ------- --------
<S> <C> <C> <C>
With sales charge of 4.75% 2.99% 5.99% 7.91%
Without sales charge 8.13% 7.03% 8.44%
</TABLE>

<TABLE>
<CAPTION>
Class B Shares
--------------
1 year 5 years 10 years (u)
------ ------- ------------
<S> <C> <C> <C>
With applicable CDSC 2.32% (5.00% CDSC) 5.92% (2.00% CDSC) 7.91% (No CDSC)
Without CDSC 7.32% 6.23% 7.91%
</TABLE>

<TABLE>
<CAPTION>
Class C Shares(v)
-----------------
1 year 5 years (u) 10 years (u)
------ ----------- ------------
<S> <C> <C> <C>
With applicable CDSC 6.48% (1.00% CDSC) 6.85% (No CDSC) 8.34% (No CDSC)
Without CDSC 7.48% 6.85% 8.34%
</TABLE>

(u) Classes B and C (newer classes of shares) performance includes returns of
the Fund's Class A shares (the oldest existing fund class) for periods
prior to the inception of the new classes of shares. The Class A share
returns are not restated to reflect any differences in expenses (like Rule
12b-1 fees) between Class A shares and the newer classes of shares. Had the
differences in fees been included, returns would have been lower.

(v) Performance results reflect any voluntary waiver or reimbursement by LFD of
Class C expenses. Absent this waiver or reimbursement arrangement,
performance results would have been lower. See the Prospectus for details.

The Fund's Class A, Class B and Class C distribution rates at December 31, 1998,
based on the most recent month's regular distributions, annualized, and the
maximum offering price at the end of the month, were 6.42%, 6.02% and 6.18%,
respectively.

See Part 2 of this SAI, "Performance Measures," for how calculations are made.

CUSTODIAN

The Chase Manhattan Bank, located at 270 Park Avenue, New York, NY 10017-0270,
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

PricewaterhouseCoopers LLP, located at 160 Federal Street, Boston, MA
02110-2624, are the Fund's independent accountants, providing audit and tax
return preparation services and assistance and consultation in connection with
the review of various Securities and Exchange Commission filings. The financial
statements incorporated by reference in this SAI have been so incorporated, and
the financial highlights 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.

g
<PAGE>

LIBERTY FUNDS TRUST I (FORMERLY COLONIAL TRUST I)
-------------------------------------------------

Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------
(Colonial Strategic Income Fund)

<TABLE>
<CAPTION>
Location or Caption in Statement of
Item Number of Form N-1A Additional Information
- ------------------------ ----------------------

Part B
- ------
<S> <C>
10. Cover Page; Table of Contents

11. Organization and History

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

13. Fund Charges and Expenses

14. Fund Charges and Expenses

15. Fund Charges and Expenses

16. Fund Charges and Expenses; Management of
the Funds

17. Management of the Fund

18. Shareholder Meetings; Shareholder Liability

19. Taxes

20. Fund Charges and Expenses; Management of
the Funds

21. Investment Performance; Performance Measures

22. Independent Accountants
</TABLE>
<PAGE>

COLONIAL STRATEGIC INCOME FUND
STATEMENT OF ADDITIONAL INFORMATION
MAY 3, 1999

This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectuses of Colonial
Strategic Income Fund (Fund). This SAI is not a prospectus and is authorized for
distribution only when accompanied or preceded by one of the Prospectuses of the
Fund dated May 3, 1999. This SAI should be read together with the Prospectuses
and the Fund's Annual Report dated December 31, 1998. Investors may obtain a
free copy of the Prospectuses and the Annual Report from Liberty Funds
Distributor, Inc. (LFD), One Financial Center, Boston, MA 02111-2621. The
financial statements and Report of Independent Accountants appearing in the
December 31, 1998 Annual Report, are incorporated in this SAI by reference.

TABLE OF CONTENTS

PART 1 PAGE

Definitions b
Organization and History b
Investment Objective and Policies b
Fundamental Investment Policies b
Other Investment Policies c
Portfolio Turnover c
Fund Charges and Expenses d
Investment Performance h
Custodian i
Independent Accountants i

PART 2

Miscellaneous Investment Practices 1
Taxes 11
Management of the Funds 13
Determination of Net Asset Value 19
How to Buy Shares 20
Special Purchase Programs/Investor Services 21
Programs for Reducing or Eliminating Sales Charges 22
How to Sell Shares 24
Distributions 26
How to Exchange Shares 26
Suspension of Redemptions 27
Shareholder Liability 27
Shareholder Meetings 27
Performance Measures 27
Appendix I 29
Appendix II 34

SI-16/006H-0499

<PAGE>
PART 1

COLONIAL STRATEGIC INCOME FUND
STATEMENT OF ADDITIONAL INFORMATION
MAY 3, 1999

DEFINITIONS

"Trust" Liberty Funds Trust I

"Fund" Colonial Strategic Income Fund

"Advisor" Colonial Management Associates, Inc., the Fund's investment
advisor

"LFD" Liberty Funds Distributor, Inc., the Fund's distributor

"LFSI" Liberty Funds Services, Inc., the Fund's shareholder services
and transfer agent

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 changed its name from "Colonial Trust I" to its current name on April
1, 1999.

INVESTMENT OBJECTIVE AND POLICIES

The Fund's Prospectus describes its investment goals and investment strategies
and risks. Part 1 of this SAI includes additional information concerning, among
other things, the investment restrictions of the Fund. Part 2 contains
additional information about the following securities and investment techniques
that are utilized by the Fund:

Short-Term Trading
Lower Rated Debt Securities
Foreign Securities
Zero Coupon Securities
Step Coupon Bonds
Pay-In-Kind Securities
Forward Commitments ("When-Issued" and "Delayed Delivery" Securities)
Mortgage Dollar Rolls
Repurchase Agreements
Options on Securities
Foreign Currency Transactions

Except as indicated below under "Fundamental Investment Policies," the Fund's
investment policies are not fundamental, and the Trustees may change the
policies without shareholder approval.

FUNDAMENTAL INVESTMENT POLICIES

As fundamental policies, the Fund may:

2. Only own real estate acquired as a result of owning securities and not
more than 5% of total assets;

3. Purchase and sell futures contracts and related options so long as the
total initial margin and premiums on contracts do not exceed 5% of its
total assets;

4. Underwrite securities issued by others only when disposing of portfolio
securities;

2
<PAGE>
5. Make loans (a) through lending of securities, (b) through the purchase of
debt instruments or similar evidences of indebtedness typically sold
privately to financial institutions, (c) through an interfund lending
program with other affiliated funds provided that no such loan 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 (d) through repurchase agreements; and

6. Not 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 the voting securities of an
issuer if, as a result of such purchases, the Fund would own more than
10% of the outstanding voting shares of such issuer.

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.

OTHER INVESTMENT POLICIES

As non-fundamental investment policies which may be changed without a
shareholder vote, the Fund may not:

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.

In addition, the Fund will, so long as shares of the Fund are being offered for
sale by the Fund in Japan, comply with the following standards of selection of
the Japan Securities Dealers Association:

1. Limited only to litigation brought by Japanese investors regarding
transactions relating to the public offering, sale and repurchase in
Japan of the Shares of the Fund, the Fund has agreed that Tokyo District
Court has jurisdiction over such litigation and the Japanese law is
applicable thereto;

2. The Fund has been audited by PricewaterhouseCoopers LLP;

3. Portfolio securities of the Fund may not be purchased from or sold or
loaned to any Trustee of the Fund, the Adviser, acting as investment
adviser of the Fund or any affiliate thereof or any of their directors,
officers, or employees, or any major shareholder thereof (meaning a
shareholder who holds to the actual knowledge of the Adviser, on his own
account whether in his own or other name (as well as a nominee's name),
10% or more of the total issued outstanding shares of such a company)
acting as principal or for their own account unless the transaction is
made within the investment restrictions set forth in the Fund's
prospectus and statement of additional information and either (i) at a
price determined by current publicly available quotations (including a
dealer quotation) or (ii) at competitive prices or interest rates
prevailing from time to time on internationally recognized securities
markets or internationally recognized money markets (including a dealer
quotation);

4. More than 50% of the total number of the outstanding shares of stock of
any one company may not be acquired on behalf of all Funds managed by the
Adviser; and

5. Borrowing may not be made if it will result in an aggregate amount of
borrowing outstanding in excess of 10% of the net assets of the Fund,
except in the case of a merger, etc., when this 10% may be temporarily
exceeded.

3
<PAGE>

If any violation of the foregoing standards occurs, the Fund will, promptly
after discovery of the violation, take such action as may be necessary to cause
the violation to cease, which shall be the only obligation of the Fund and the
only remedy in respect of the violation.

Except with respect to the Fund's policy on borrowing and investing in illiquid
securities, the Fund's investment limitations, policies and rating standards are
adhered to at the time of purchase or utilization of assets; a subsequent change
in circumstances will not be considered to result in a violation of policy.

PORTFOLIO TURNOVER

Portfolio turnover for the last five fiscal years is included in the
Prospectuses under "Financial Highlights." High portfolio turnover may cause the
Fund to realize capital gains which, if realized and distributed by the Fund,
may be taxable to shareholders as ordinary income. High portfolio turnover may
result in correspondingly greater brokerage commissions and other transaction
costs, which will be borne directly by the Fund.

FUND CHARGES AND EXPENSES

Under the Fund's management agreement, the Fund pays the Advisor a monthly fee
based on the average daily net assets of the Fund, determined at the close of
each business day during the month, at the following annual rates: 0.65% on the
first $1 billion and 0.60% of any excess over $1 billion. Under the Fund's
pricing and bookkeeping agreement, the Fund pays the Advisor a monthly pricing
and bookkeeping fee of $2,250 plus the following percentages of the Fund's
average daily net assets over $50 million:

0.035% on the next $950 million
0.025% on the next $1 billion
0.015% on the next $1 billion
0.001% on the excess over $3 billion

Under the Fund's transfer agency and shareholder servicing agreement, the Fund
pays LFSI a monthly fee at the annual rate of 0.20% of average daily net assets,
plus certain out-of-pocket expenses.

RECENT FEES PAID TO THE ADVISOR, LFD AND LFSI (dollars in thousands)

<TABLE>
<CAPTION>
Years ended December 31,
------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $10,600 $10,020 $9,243
Bookkeeping fee 530 506 474
Shareholder service and transfer agent fee 3,830 3,865 3,464
12b-1 fees:
Service fee (Classes A, B, C, and J) 3,911 3,655 3,370
Distribution fee (Class B) 6,410 6,059 5,514
Distribution fee (Class C)(a) 128 9 ----
Distribution fee (Class J)(b) 17 ---- ----
</TABLE>

(a) Class C Shares were initially offered on July 1, 1997.

(b) Class J Shares were initially offered on November 2, 1998.

BROKERAGE COMMISSIONS (dollars in thousands)

<TABLE>
<CAPTION>
Years ended December 31,
------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Total commissions $0 $ 2 $1
Directed transactions 0 386 1
Commissions on directed transactions 0 (c) 1
</TABLE>

TRUSTEES AND TRUSTEES' FEES

For the fiscal and the calendar year ended December 31, 1998, the Trustees
received the following compensation for serving as Trustees (d):

4
<PAGE>

<TABLE>
<CAPTION>
Total Compensation From The Fund Complex
Aggregate Compensation From Fund For The Paid To The Trustees For The Calendar
Trustee Fiscal Year ended December 31, 1998 Year Ended December 31, 1998(e)
- ------- ----------------------------------- -------------------------------
<S> <C> <C>
Robert J. Birnbaum (f) $7,189 $ 99,429
Tom Bleasdale (f) 8,316(g) 115,000 (h)
John V. Carberry (i)(j) N/A N/A
Lora S. Collins (f) 7,048 97,429
James E. Grinnell (f) 7,455 103,071
William D. Ireland, Jr. (k) 2,564 35,333
Richard W. Lowry (f) 7,103 98,214
Salvatore Macera (l) 1,166 25,250
William E. Mayer (f) 7,195 99,286
James L. Moody, Jr. (f) 7,656(m) 105,857 (n)
John J. Neuhauser (f) 7,604 105,323
George L. Shinn (k) 2,270 31,334
Thomas E. Stitzel (l) 1,166 25,250
Robert L. Sullivan (f) 7,425 104,100
Anne-Lee Verville (f)(i) 1,324(o) 23,445 (p)
Sinclair Weeks, Jr. (k) 2,491 34,333
</TABLE>

(d) The Fund does not currently provide pension or retirement plan benefits
to the Trustees.

(e) At December 31, 1998, the complex consisted of 47 open-end and 5
closed-end management investment 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).

(f) Elected by the shareholders of LVIT on October 30, 1998.

(g) Includes $3,775 payable in later years as deferred compensation.

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

(i) 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.

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

(k) Retired as a trustee of the Trust on April 24, 1998.

(l) Elected by the shareholders of the open-end Colonial funds on October 30,
1998, and by the trustees of the closed-end Colonial Funds on December
17, 1998.

(m) Total compensation of $7,656 for the fiscal year ended December 31, 1998,
will be payable in later years as deferred compensation.

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

(o) Total compensation of $1,324 for the fiscal year ended December 31, 1998,
will be payable in later years as deferred compensation.

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

<TABLE>
<CAPTION>
Total Compensation From Liberty All-Star Funds
Trustee For The Calendar Year Ended December 31, 1998 (q)
- ------- -------------------------------------------------
<S> <C>
Robert J. Birnbaum(r) $25,000
John V. Carberry(s)(t)(r) N/A
James E. Grinnell(r) 25,000
Richard W. Lowry(r) 25,000
William E. Mayer(u)(r) 14,000
John J. Neuhauser(v)(r) 25,000
</TABLE>

5
<PAGE>

(q) 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).

(r) Elected by the sole Trustee of Liberty Funds Trust IX on December 17,
1998.

(s) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.

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

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

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

OWNERSHIP OF THE FUND

As of record on April 1, 1999, the officers and Trustees of the Trust as a group
owned less than 1% of the outstanding Class A, Class B, Class C, Class J and
Class Z shares of the Fund.

As of record on April 1, 1999 the following shareholders owned 5% or more of one
or more of each class of the Fund's outstanding shares:

Class B

Merrill Lynch, Pierce Fenner & Smith, Inc. 6.75%
Attn: Fund Administration
4800 Deer Lake Drive E., 2nd Floor
Jacksonville, FL 32246

Class C

Merrill Lynch, Pierce Fenner & Smith, Inc. 13.26%
Attn: Fund Administration
4800 Deer Lake Drive E., 2nd Floor
Jacksonville, FL 32246

Class J

Tokai Maruman Securities 99.94%
1-10, Nihonbashi 2-Chome
Chuo-Ku
Tokyo, Japan 103-0027

Class Z

Colonial Counselor Growth Portfolio 36.84%
c/o Christie McCullough
245 Summer Street
Boston, MA 02111

Colonial Counselor Select Income Portfolio 26.78
c/o Christie McCullough
245 Summer Street
Boston, MA 02111

6
<PAGE>

Colonial Counselor Select Balanced Portfolio 36.33
c/o Christie McCullough
245 Summer Street
Boston, MA 02111

At March 31, 1999, there were 39,724 Class A, 44,785 Class B, 1,526 Class C, 2
Class J and 4 Class Z record holders of the Fund.

<TABLE>
<CAPTION>
SALES CHARGES (dollars in thousands) Class A Shares
--------------
Years ended December 31
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges on Fund share sales $1,781 $1,809 $2,340
Initial sales charges retained by LFD 219 226 268
</TABLE>

<TABLE>
<CAPTION>
Class B Shares
--------------
Years ended December 31
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate contingent deferred sales charges (CDSC
On Fund redemptions retained by LFD $1,861 $2,079 $2,180
</TABLE>

<TABLE>
<CAPTION>
Class C Shares
--------------
Years ended December 31
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $21 $1 N/A
</TABLE>

12B-1 PLAN, CDSCS AND CONVERSION OF SHARES

The Fund offers five classes of shares - Class A, Class B, Class C, Class J 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. Under
the Plan, the Fund pays LFD monthly a service fee at an annual rate of 0.15% of
the Fund's net assets attributed to Class A and B of shares issued on or before
January 1, 1993, a service fee of 0.25% of the Fund's net assets attributed to
Class A, B, C and J of shares issued and outstanding thereafter. The Fund also
pays LFD monthly a distribution fee at an annual rate of 0.75% of average daily
net assets attributed to Class B and Class C shares and a distribution fee at an
annual rate of 0.35% of average daily net assets attributed to Class J shares.
The Distributor has voluntarily agreed to waive a portion of the Class C share
distribution fee so that it does not exceed 0.60% annually. LFD may use the
entire amount of such fees to defray the costs of commissions and service fees
paid to financial service firms (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 Plan authorizes any other payments by the
Fund to LFD and its affiliates (including the Advisor) to the extent that such
payments might be construed to be indirect financing of the distribution of Fund
shares.

7
<PAGE>
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.

Class A shares are offered at net asset value plus varying sales charges which
may include a CDSC. Class B shares are offered at net asset value and are
subject to a CDSC if redeemed within six years after purchase. Class C shares
are offered at net asset value and are subject to a 1.00% CDSC on redemptions
within one year after purchase. Class J shares are offered at net asset value
plus varying sales charges. Class Z shares are offered at net asset value and
are not subject to a CDSC. The CDSCs are described in the Prospectus.

SALES-RELATED EXPENSES (dollars in thousands) of LFD relating to the Fund were:

<TABLE>
<CAPTION>
Year ended December 31, 1998
----------------------------
Class A Class B Class C Class J (w) Class Z (x)
------- ------- ------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Fees to FSFs $1,554 $10,608 $344 $13 ---
Cost of sales material relating to the Fund
(including printing and mailing expenses) 272 682 108 42 ---
Allocated travel, entertainment and other
promotional Expenses (including advertising) 281 620 106 85 ---
</TABLE>

(w) Class J shares were initially offered on November 1, 1998.

(x) Class Z shares were initially offered on January 25, 1999.

INVESTMENT PERFORMANCE

The Fund's Class A, Class B, Class C and Class J yields for the month ended
December 31, 1998 were, respectively: (y)

<TABLE>
<CAPTION>
Class A Shares Class B Shares Class C Shares Class J Shares
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Yield 6.37% 5.91% 6.07% 6.53%
Adjusted Yield --- --- 5.91% 6.13%
</TABLE>

(y) Class Z shares were initially offered on January 25, 1999, therefore had
no performance as of December 31, 1998.

The Fund's Class A, Class B, Class C and Class J share average annual total
returns at December 31, 1998 were: (z)

<TABLE>
<CAPTION>
Class A Shares
--------------
1 Year 5 Years 10 Years
------ ------- --------
<S> <C> <C> <C>
With sales charge of 4.75% 0.18% 6.78% 8.68%
Without sales charge 5.17% 7.83% 9.21%
</TABLE>

Class B Shares
--------------

8
<PAGE>

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
------ ------- --------
<S> <C> <C> <C>
With applicable CDSC (0.47)% (5.00% CDSC) 6.73% (2.00% CDSC) 8.64% (aa)(bb)
Without CDSC 4.38% 7.03% 8.64% (aa)(bb)
</TABLE>

<TABLE>
<CAPTION>
Class C Shares
--------------
1 Year 5 Years 10 Years
------ ------- --------
<S> <C> <C> <C>
With applicable CDSC 3.57% (1.00% CDSC) 7.63% (aa)(cc) 9.11% (aa)(cc)
Without CDSC 4.54% 7.63% (aa)(cc) 9.11% (aa)(cc)
</TABLE>

<TABLE>
<CAPTION>
Class J Shares
--------------
1 Year 5 Years 10 Years
------ ------- --------
<S> <C> <C> <C>
With sales charge of 3.00% 1.81% 7.13% 8.86%
(aa)(dd)
Without sales charge (aa)(dd) 4.96% 7.79% 9.19%
</TABLE>

(z) Class Z shares were initially offered on January 25, 1999 therefore, had
no performance as of December 31, 1998.

(aa) Classes B, C and J are newer classes of shares. Their performance
includes returns of the Fund's Class A shares (the oldest existing fund
class) for periods prior to the inception of the newer class of shares.
The Class A share returns are not restated to reflect any differences in
expenses (like Rule 12b-1 fees) between Class A shares and the newer
classes of shares.

(bb) Commencement of operations May 15, 1992.

(cc) Commencement of operations July 1, 1997.

(dd) Commencement of operations November 2, 1998.

The Fund's Class A, Class B, Class C and Class J share distribution rates at
December 31, 1998, based on the most recent month's distribution, annualized,
and the maximum offering price at the end of the quarter, were 7.46%, 7.11%,
7.11% and 7.32% respectively. Class Z shares were initially offered on January
25, 1999, therefore there were no distribution rates as of December 31, 1998.

See Part 2 of this SAI, "Performance Measures," for how calculations are made.

CUSTODIAN

The Chase Manhattan Bank, located at 270 Park Avenue, New York, New York
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

PricewaterhouseCoopers LLP, located at 160 Federal Street, Boston, Massachusetts
02110-2624, are the Fund's independent accountants, providing audit and tax
return preparation services and assistance and consultation in connection with
the review of various Securities and Exchange Commission filings. The financial
statements incorporated by reference in this SAI have been so incorporated, and
the financial highlights 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.

<PAGE>

Part C. OTHER INFORMATION
-----------------

<TABLE>
<CAPTION>
Item 23. Exhibits:
---------

<S> <C>
COLONIAL HIGH YIELD SECURITIES FUND (CHYSF)
COLONIAL INCOME FUND (CIF)
COLONIAL STRATEGIC INCOME FUND (CSIF)

(a)(1) Amendment No. 3 to the Agreement and Declaration of Trust(3)

(a)(2) Amendment No. 4 to the Agreement and Declaration of Trust

(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 Liberty Funds Trust IV
(formerly 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)(1) Form of Management Agreement between Liberty Funds Trust I
(formerly Colonial Trust I), with respect to CHYSF and Colonial
Management Associates, Inc. (1)

(d)(2) Form of Management Agreement between Liberty Funds Trust I
(formerly Colonial Trust I) with respect to CIF and Colonial
Management Associates, Inc. (1)

(d)(3) Form of Management Agreement between Liberty Funds Trust I
(formerly Colonial Trust I) with respect to CSIF and Colonial
Management Associates, Inc. (1)

(e)(1) Distributor's Agreement between the Registrant and Liberty Funds Distributor, Inc.

(e)(2) 12b-1 Plan Implementing Agreement between the Registrant and
Liberty Funds Distributor, Inc.

(e)(3) Form of Selling Agreement with Liberty Funds Distributor, Inc.(4)
</TABLE>
<PAGE>

<TABLE>
<S> <C>
(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 Liberty Funds Trust IV
(formerly Colonial Trust VI) (File Nos. 33-45117 and 811-6529)
and is hereby incorporated by reference and made a part of this
Registration Statement

(f) Not applicable

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

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

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

(h)(2) Amendment to Appendix I of Pricing and Bookkeeping Agreement -
filed as Exhibit (h)(5) in Part C, Item 23 of Post-Effective
Amendment No. 109 to the Registration Statement on Form N-1A of
Liberty Funds Trust III (formerly 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)(3) 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 Liberty Funds Trust VI (formerly
Colonial Trust VI), (File Nos. 33-45117 & 811-6529) and is hereby
incorporated by reference and made a part of this Registration
Statement

(h)(4) Amendment No. 12 to Schedule A of Amended and Restated
Shareholders' Servicing and Transfer Agent Agreement as amended -
filed as Exhibit (h)(2) in Part C, Item 23 of Post-Effective
Amendment No. 109 to the Registration Statement on Form N-1A of
Liberty Funds Trust III (formerly Colonial Trust III) (File Nos.
2-15184 & 811-881) and is hereby incorporated by reference and
made a part of this Registration Statement
</TABLE>
<PAGE>

<TABLE>
<S> <C>
(h)(5) Amendment No. 18 to Appendix I of Amended and Restated
Shareholders' Servicing and Transfer Agent Agreement as amended -
filed as Exhibit (h)(3) in Part C, Item 23 of Post-Effective
Amendment No. 109 to the Registration Statement on Form N-1A of
Liberty Funds Trust III (formerly Colonial Trust III) (File Nos.
2-15184 & 811-881) and is hereby incorporated by reference and
made a part of this Registration Statement

(h)(6) 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 Liberty Funds Trust V (formerly Colonial Trust V)
(File Nos. 33-12109 & 811-5030) and is hereby incorporated by
reference and made a part of this Registration Statement

(h)(7) 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 Liberty Funds Trust III
(formerly 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)(8) 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 Liberty Funds Trust III
(formerly 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. 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 Liberty Funds Trust III
(formerly 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. 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 Liberty Funds Trust III
(formerly Colonial Trust III) (File Nos. 2-15184 & 811-881) and
is hereby incorporated by reference and made a part of this
Registration Statement

(i) Opinion and Consent of Counsel (2)

(j) Consent of Independent Accountants

(k) Not applicable

(l) Not applicable

(m) Rule 12b-1 Distribution Plan
</TABLE>
<PAGE>

<TABLE>
<S> <C>
(n)(1) Financial Data Schedule (Class A)(CHYSF)

(n)(2) Financial Data Schedule (Class B)(CHYSF)

(n)(3) Financial Data Schedule (Class C)(CHYSF)

(n)(4) Financial Data Schedule (Class A)(CIF)

(n)(5) Financial Data Schedule (Class B)(CIF)

(n)(6) Financial Data Schedule (Class C)(CIF)

(n)(7) Financial Data Schedule (Class A)(CSIF)

(n)(8) Financial Data Schedule (Class B)(CSIF)

(n)(9) Financial Data Schedule (Class C)(CSIF)

(n)(10) Financial Data Schedule (Class J)(CSIF)

(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
Liberty Funds Trust III (formerly Colonial Trust III),
Registration Nos. 2-15184 and 811-881 filed with the Commission
on or about December 3, 1998)
</TABLE>

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
Liberty Funds Trust IV (formerly Colonial Trust IV) (File Nos. 2-62492 and
811-2865) and is hereby incorporated by reference and made a part of this
Registration Statement
<PAGE>

<TABLE>
<S> <C>
(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.
<PAGE>

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. (see next page):

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 04/30/99. 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., Liberty Trusts I through IX 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.
AlphaTrade Inc. Asst. Clerk
Liberty Funds Distributor,
Inc. Asst. Clerk
Liberty Financial Advisers,
Inc. Asst. Sec.
Liberty Funds Group LLC Asst. Sec.
Liberty Variable Investment
Trust Asst. Sec.
Liberty All-Star Equity Fund Asst. Sec.
Liberty All-Star Growth Fund,
Inc. Asst. Sec.

Barron, Suzan M. V.P., Liberty Trusts I through IX 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.
AlphaTrade Inc. Asst. Clerk
Liberty Funds Distributor,
Inc. Asst. Clerk
Liberty Financial Advisers,
Inc. Asst. Sec.
Liberty Funds Group LLC Asst. Sec.
Liberty Variable Investment
Trust Asst. Sec.
Liberty All-Star Equity Fund Asst. Sec.
Liberty All-Star Growth Fund,
Inc. 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,
IPC Mbr. Inc. Assistant Clerk
Liberty Funds Group LLC Sr. V.P.
Stein Roe & Farnham
Incorporated General Counsel

Carroll, Sheila A. Sr.V.P.

Citrone, Frank Sr.V.P.

Conlin, Nancy L. Sr. V.P.; Liberty Trusts I through IX 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
Liberty Funds Distributor,
Inc. Dir.; Clerk
Liberty Funds Services, Inc. Clerk; Dir.
Liberty Funds Group LLC V.P.; Gen.
Counsel and
Secretary
Liberty Variable Investment
Trust Secretary
Colonial Advisory Services,
Inc. Dir.; Clerk
AlphaTrade Inc. Dir.; Clerk
Liberty Financial Advisors,
Inc. Dir.; Sec.
Liberty All-Star Equity Fund Secretary
Liberty All-Star Growth Fund,
Inc. Secretary

Connaughton, V.P. Liberty Trust I through VIII CAO; Controller
J. Kevin Liberty Variable Investment
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 All-Star Equity Fund Controller
Liberty All-Star Growth Fund,
Inc. Controller
Liberty Trust IX Controller

Daniszewski, V.P.
Joseph J.

Dearborn, James V.P.

Desilets, Marian H. V.P. Liberty Funds Distributor,
Inc. V.P.
Liberty Trust I through IX 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.
Liberty Variable Investment
Trust Asst. Sec.
Liberty All-Star Equity Fund Asst. Sec.
Liberty All-Star Growth Fund,
Inc. 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

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.
Liberty Funds Group LLC Asst. Treas.

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

Franklin, Sr. V.P. AlphaTrade Inc. President
Fred J. IPC Mbr. Liberty Financial Companies, Chief
Inc. Compliance Ofcr

Gibson, Stephen E. Dir.; Pres.; Liberty Funds Group 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.
Liberty Trusts I through VIII 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
Liberty Financial Advisors,
Inc. Director
Stein Roe & Farnham
Incorporated Asst. Chairman
Liberty Variable Investment
Trust President

Grabowski, Neil V.P.

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

Harasimowicz, V.P.
Stephen

Harris, David V.P. Stein Roe Global Capital Mngmt Principal

Hartford, Brian Sr.V.P.

Haynie, James P. Sr.V.P. Colonial Advisory Services,
Inc. Sr. V.P.

Held, Dorothy V.P.

Hernon, Mary V.P.

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

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

Jacoby, Timothy J. Sr. V.P.; Liberty Funds Group LLC V.P., Treasr.,
CFO; CFO
Treasurer Liberty Trusts I through VIII 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
Colonial Advisory Services,
Inc. CFO, Treasr.
Liberty Financial Advisors,
Inc. Treasurer
Stein Roe & Farnham
Incorporated Snr. V.P.
Liberty Variable Investment
Trust Treasurer, CFO
Liberty All-Star Equity Fund Treasurer
Liberty All-Star Growth Fund,
Inc. Treasurer
Liberty Trust IX Treasurer

Johnson, Gordon V.P.

Knudsen, Gail E. V.P. Liberty Trusts I through IX 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.
Liberty Variable Investment
Trust Asst. Treas.
Liberty All-Star Equity Fund Asst. Treas.
Liberty All-Star Growth Fund,
Inc. Asst. Treas.

Lapointe, Thomas V.P.

Lasher, Bennett V.P.

Lasman, Gary V.P.

Lennon, John E. Sr.V.P. Colonial Advisory Services,
Inc. V.P.

Lenzi, Sharon V.P.

Lessard, Kristen V.P.

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

MacKinnon,
Donald S. Sr.V.P.

Marcus, Harold V.P.

Muldoon, Robert V.P.

Newman, Maureen Sr.V.P.

O'Brien, David Sr.V.P.

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

Palombo, Joseph R. 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.
Liberty Trusts I through IX V.P.
Liberty Funds Services, Inc. Director
Liberty Funds Group LLC CAO; Ex. V.P.
Liberty Funds Distributor,
Inc. Director
AlphaTrade Inc. Director
Liberty Financial Advisors,
Inc. Director
Stein Roe & Farnham
Incorporated Exec. V.P.
Liberty Variable Investment
Trust V.P.
Liberty All-Star Equity Fund V.P.
Liberty All-Star Growth Fund,
Inc. V.P.

Peishoff, William V.P.

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

Pielech, Mitchell V.P.

Pope, David V.P.

Rao, Gita Sr.V.P.

Reading, John V.P.; Liberty Funds Services, Inc. Asst. Clerk
Asst. Liberty Funds Group LLC Asst. Sec.
Sec.; Colonial Advisory Services,
Asst. Inc. Asst. Clerk
Clerk and Liberty Funds Distributor,
Counsel Inc. Asst. Clerk
AlphaTrade Inc. Asst. Clerk
Liberty Trusts I through IX 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.
Liberty Financial Advisors,
Inc. Asst. Sec.
Liberty Variable Investment
Trust Asst. Sec.
Liberty All-Star Equity Fund Asst. Sec.
Liberty All-Star Growth Fund,
Inc. Asst. Sec.

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

Schermerhorn, Scott Sr. V.P.

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

Smalley, Greg 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 Sr.V.P. Colonial Advisory Services,
Inc. V.P.

Swayze, Gary Sr.V.P.

Thomas, Ronald V.P.

Wallace, John V.P. Colonial Advisory Services,
Asst.Tres. Inc. Asst. Treas.
Liberty Funds Group LLC Asst. Treas.

Ware, Elizabeth M. V.P.

Wiley, Christine V.P.

Wiley, Peter V.P.

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

<PAGE>

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

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

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

Gariepy, Tom 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

Gupta, Neeti 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, John Sr. V.P. None

Martin, Peter V.P. None

McCombs, Gregory Sr. V.P. None

McKenzie, Mary V.P. None

Menchin, Catherine Sr. V.P. None

Miller, Anthony V.P. None

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

Morse, Jonathan V.P. None

Nickodemus, Paul V.P. None

O'Shea, Kevin Managing Director None

Piken, Keith V.P. None

Place, Jeffrey Managing Director None

Powell, Douglas V.P. None

Predmore, Tracy V.P. None

Quirk, Frank V.P. None

Raftery-Arpino, Linda Sr. V.P. None

Ratto, Gregory 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 Sr. V.P. None

Schulman, David Sr. V.P. None

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

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.

<PAGE>
---------------------

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
</TABLE>
<PAGE>

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

NOTICE

A copy of the Agreement and Declaration of Trust, as amended, of Liberty Funds
Trust I (formerly 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 certifies that it meets all the requirements
for effectiveness of the Registration Statement pursuant to Rule 485(b) and has
duly caused this Post-Effective Amendment No. 55 to its Registration Statement
under the Securities Act of 1933 and Amendment No. 37 under the Investment
Company Act of 1940, to be signed in this City of Boston, and The Commonwealth
of Massachusetts on this 30th day of April, 1999.

LIBERTY FUNDS TRUST I (FORMERLY
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.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----

<S> <C> <C>
STEPHEN E. GIBSON President (chief
- ----------------- Executive officer) April 30, 1999
Stephen E. Gibson

TIMOTHY J. JACOBY Treasurer and Chief Financial Officer April 30, 1999
- ----------------- (principal financial officer)
Timothy J. Jacoby

J. Kevin Connaughton Controller and Chief Accounting April 30, 1999
- --------------------
J. Kevin Connaughton Officer (principal accounting officer)
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
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

<S> <C> <C>
RICHARD W. LOWRY* Trustee */s/ SUZAN M. BARRON
- ----------------- --------------------
Richard W. Lowry Suzan M. Barron
Attorney-in-fact
For each Trustee
SALVATORE MACERA* Trustee April 30, 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
</TABLE>
<PAGE>

EXHIBITS

(a)(2) Amendment No. 4 to the Agreement and Declaration of Trust

(e)(1) Distribution Agreement between the Registrant and Liberty
Funds Distributor, Inc.

(e)(2) 12b-1 Plan Implementing Agreement between the Registrant
and Liberty Funds Distributor, Inc.

(j) Consent of Independent Accountants

(m) Rule 12b-1 Distribution Plan

(n)(1) Financial Data Schedule (Class A) (CHYSF)

(n)(2) Financial Data Schedule (Class B) (CHYSF)

(n)(3) Financial Data Schedule (Class C) (CHYSF)

(n)(4) Financial Data Schedule (Class A) (CIF)

(n)(5) Financial Data Schedule (Class B) (CIF)

(n)(6) Financial Data Schedule (Class C) (CIF)

(n)(7) Financial Data Schedule (Class A) (CSIF)

(n)(8) Financial Data Schedule (Class B) (CSIF)

(n)(9) Financial Data Schedule (Class C) (CSIF)

(n)(10) Financial Data Schedule (Class J) (CSIF)

AMENDMENT NO. 4
TO THE
AGREEMENT AND DECLARATION OF TRUST
OF
COLONIAL TRUST I

WHEREAS, Section 1 of Article I of the Agreement and Declaration of
Trust (Declaration of Trust) dated November 15, 1991, as
amended, of Colonial Trust I (Trust), a copy of which is on file in the Office
of the Secretary of The Commonwealth of Massachusetts authorizes the Trustees of
the Trust to amend the Declaration of Trust to change the name of the Trust
without authorization by vote of Shareholders of the Trust.

WE, THE UNDERSIGNED, being a majority of the Trustees of Colonial Trust
I, do hereby certify that the undersigned have determined to conduct the
business of the Trust under the name "Liberty Funds Trust I" and have
authorized the following amendment to said Declaration of Trust:

Section 1 of Article I is hereby amended to read in its entirety as
follows:

Section 1. This Trust shall be known as "Liberty Funds Trust
I" and the Trustees shall conduct the business of the Trust under
that name or any other name as they may from time to time determine.

The foregoing Amendment shall become effective as of April 1, 1999.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands in
the City of Boston, Massachusetts, for themselves and their assigns, as of this
April 1, 1999.

<TABLE>
<S> <C>
- -------------------------------------------------------- -------------------------------------------------------
Robert J. Birnbaum William E. Mayer
- -------------------------------------------------------- -------------------------------------------------------
Tom Bleasdale James L. Moody, Jr.
- -------------------------------------------------------- -------------------------------------------------------
John V. Carberry John J. Neuhauser
- -------------------------------------------------------- -------------------------------------------------------
Lora S. Collins Thomas E. Stitzel
- -------------------------------------------------------- -------------------------------------------------------
James E. Grinnell Robert L. Sullivan
- -------------------------------------------------------- -------------------------------------------------------
Richard W. Lowry Anne-Lee Verville
- --------------------------------------------------------
Salvatore Macera
</TABLE>

Commonwealth of Massachusetts )
)ss.
County of Suffolk )

Then personally appeared the above-named Trustees and executed
Amendment No. 4 to the Amended and Restated Agreement and Declaration of Trust
of Colonial Trust I as their free act and deed, before me, this March 18,
1999.

Mary P. Mahoney
Notary Public

My Commission Expires: 2/22/2002

DISTRIBUTION AGREEMENT

Each Massachusetts Business Trust (Trust) designated in Appendix 1 from
time to time, acting severally, and Liberty Funds Distributor, Inc. (LFDI), a
Massachusetts corporation, agree effective April __, 1999:

1. APPOINTMENT OF LFDI. Each Trust may offer an unlimited number of
separate investment series (Funds), each of which may have multiple classes of
shares (Shares). Each Trust appoints LFDI as the principal underwriter and
distributor of Shares of Funds designated in Appendix 1 (which appointment shall
be exclusive except as otherwise provided in this Agreement). This Agreement
will apply to each Fund as set forth on Appendix 1 as it may be amended from
time to time.

2. SALE OF SHARES.

a. LFDI's Right to Purchase Shares From the Fund. LFDI, acting as
principal for its own account and not as agent for each Trust, shall
have the right to purchase Shares and shall sell Shares in accordance
with each Fund's prospectus on a "best efforts" basis. LFDI shall
purchase Shares, at a price equal to the net asset value, only as
needed to fill orders. LFDI will receive all sales charges. LFDI will
notify the Trust at the end of each business day of the Shares of each
Fund to be purchased.

b. Appointment of Agent for Certain Sales of Shares at Net Asset Value.
The Trust may at any time designate its shareholder servicing, transfer
and dividend disbursing agent as its agent to accept orders for (i)
Class A Shares of the Funds at net asset value, or (ii) Class I Shares,
or (iii) Class Z Shares, in each case from individuals or entities that
are entitled to purchase such shares as provided in the Trust's
prospectus, and to issue Shares directly to such purchasers.

c. Refusal to Sell Shares; Direct Issue of Shares. The Trust may at any
time (i) refuse to sell Shares hereunder or (ii) issue Shares directly
to shareholders as a stock split or dividend.

3. REDEMPTION OF SHARES. The Trust will redeem in accordance with each
Fund's prospectus all Shares tendered by LFDI pursuant to shareholder redemption
requests. LFDI will notify the Trust at the end of each business day of the
Shares of each Fund tendered.

4. COMPLIANCE. LFDI will comply with applicable provisions of the
prospectus of a Fund and with applicable laws and rules relating to the sale of
Shares and indemnifies each Trust for any damage or expense from unlawful acts
by LFDI and persons acting under its direction or authority.

5. EXPENSES. Each Trust will pay all expenses associated with:

a. the registration and qualification of Shares for sale;

b. shareholder meetings and proxy solicitation;

c. Share certificates;

d. communications to shareholders; and

e. taxes payable upon the issuance of Shares to LFDI.

In connection with the distribution of shares of the Funds, LFDI will
be entitled to receive payments pursuant to any Distribution Plan and related
agreement from time to time in effect between any Trust and LFDI with respect to
a Fund or any particular class of shares of a Fund, (b) any contingent deferred
sales charges applicable to the redemption of shares of a Fund or of any
particular class of shares of a Fund, determined in the manner set forth in the
then current Prospectus and Statement of Additional Information of that Fund,
and (c) any applicable front-end sales charges applicable to the sale of shares
of a Fund or of any particular class of shares of a Fund, less any applicable
dealer discount.

LFDI will pay all expenses associated with advertising and sales
literature including those of printing and distributing prospectuses and
shareholder reports, proxy materials and other shareholder communications used
as sales literature.

6. CONTINUATION, AMENDMENT OR TERMINATION.

A -This Agreement (a) supersedes and replaces any contract or agreement
relating to the subject matter hereof in effect prior to the date hereof, (b)
shall continue in effect only so long as specifically approved at least annually
by the Trustees or shareholders of the Trust and (c) may be amended at any time
by written agreement of the parties, each in accordance with the Act.

B - This Agreement (a) shall terminate immediately upon the effective date
of any later dated agreement relating to the subject matter hereof, and (b) may
be terminated upon 60 days notice without penalty by a vote of the Trustees or
by LFDI or otherwise in accordance with the Act and will terminate immediately
in the event of assignment (as defined under the Act). Upon termination the
obligations of the parties under this Agreement shall cease except for
unfulfilled obligations and liabilities arising prior to termination. All
notices shall be in writing and delivered to the office of the other party.

7. AGREEMENT AND DECLARATION OF TRUST. A copy of the document establishing
each Trust is filed with the Secretary of The Commonwealth of Massachusetts. As
to each Trust, this Agreement is executed by officers not as individuals and is
not binding upon any of the Trustees, officers or shareholders of such Trust
individually but only upon the assets of such Trust.

Agreed:

EACH TRUST DESIGNATED IN APPENDIX 1 LIBERTY FUNDS DISTRIBUTOR, INC.

By: Nancy L. Conlin, By: James Tambone, Chief Executive Officer
Secretary For Each Trust

<PAGE>

APPENDIX 1

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
Colonial Counselor Select Income Portfolio
Colonial Counselor Select Balanced Portfolio
Colonial Counselor Select Growth Portfolio

Colonial 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

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

Colonial Trust VII
Newport Tiger Fund

By: Nancy L. Conlin, Secretary For Each Trust

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

Dated: ______________________________

12B1- PLAN IMPLEMENTING AGREEMENT
Each Massachusetts Business Trust (Trust) designated in Appendix 1 from
time to time, acting severally, and Liberty Funds Distributor, Inc. (LFDI), a
Massachusetts corporation, agree effective April ____, 1999:

1. 12B-1 PLAN. The Trusts, on behalf of their several Funds, have adopted
so-called "Rule 12b-1 Plans" (the "Plans") pursuant to Rule 12b-1 (the "Rule")
under the Investment Company Act of 1940 (the "Act"). Under the Rule, a Fund
may, pursuant to a Plan, pay LFDI a specified portion of its assets to be used
for the purposes specified in its Plan. A Plan shall continue in effect with
respect to a Class of Shares only so long as specifically approved for that
Class at least annually as provided in the Rule. A Plan may not be amended to
increase materially the service fee or distribution fee with respect to a Class
of Shares without such shareholder approval as is required by the Rule or any
applicable orders of the Securities and Exchange Commission, and all material
amendments of the Plan must be approved in the manner described in the Rule. A
Plan may be terminated with respect to a Class of Shares at any time as provided
in the Rule without payment of any penalty.

This Agreement shall apply to each Fund named in Appendix 1 as that
Appendix may be amended from time to time by the parties, in writing.

2. PAYMENTS, EXPENDITURES AND REPORTS.

A. Each Fund shall pay LFDI the amount then due LFDI under a Plan on
the 20th day of each month, or, if such day is not a business day, the next
business day thereafter, during the term of this Agreement.

B. LFDI shall expend the amounts paid to it by the Funds under a Plan
in its discretion, so long as such expenditures are consistent with the Rule,
the Plan, and any instructions LFDI may receive from the Trustees of any Trust.

C. LFDI shall make all reports required under the Act, the Rule or a
Plan to the Trustees of the Trusts, as provided in the Act, the Rule and any
Plan or as requested by the Trustees.

3. CONTINUATION; AMENDMENT; TERMINATION; NOTICE.

A. This Agreement (i) supersedes and replaces any contract or agreement
relating to the subject matter hereof in effect prior to the date hereof, (ii)
shall continue in effect as to any Trust or a Fund only so long as specifically
approved at least annually by the Trustees or shareholders of the Trust or Fund
and (iii) may be amended at any time by written agreement of the parties, each
in accordance with the Act and the Rule.

B. This Agreement (i) shall terminate immediately upon the effective
date of any later dated agreement relating to the subject matter hereof, and
(ii) may be terminated upon 60 days' notice without penalty by a vote of the
Trustees or by LFDI or otherwise in accordance with the Act, and (iii) will
terminate immediately in the event of its assignment (as defined in the Act).
Upon termination the obligations of the parties under this Agreement shall cease
except for unfulfilled obligations and liabilities arising prior to termination.

C. All notices required under this Agreement shall be in writing and
delivered to the office of the other party.

4. AGREEMENT AND DECLARATION OF TRUST. A copy of the document establishing
each Trust is filed with the Secretary of The Commonwealth of Massachusetts. As
to each Trust 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 relevant Fund.

Agreed:

EACH TRUST DESIGNATED IN APPENDIX 1 LIBERTY FUNDS DISTRIBUTOR, INC.

By: Nancy L. Conlin, By: Maureen Sweeney, Managing Director
Secretary For Each Trust

<PAGE>

APPENDIX 1

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

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

Colonial Trust VII
Newport Tiger Fund

By: Nancy L. Conlin, Secretary For Each Trust

Liberty Funds Distributor, Inc.

By: Maureen Sweeney, Managing Director

Dated: ______________________________

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses and
Statements of Additional Information constituting parts of this Post-Effective
Amendment No. 55 to the registration statement on Form N-1A (the "Registration
Statement") of our reports dated February 11, 1999, relating to the financial
statements and financial highlights appearing in the December 31, 1998 Annual
Reports to Shareholders of Colonial High Yield Securities Fund, Colonial Income
Fund and Colonial Strategic Income Fund, which are also incorporated by
reference into the Registration Statement. We also consent to the references to
us under the heading "Financial Highlights" in the Prospectuses and under the
heading "Independent Accountants" in the Statements of Additional Information.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 28, 1999

The Colonial Funds
The Newport Funds
The Crabbe Huson Funds
Stein Roe Advisor Tax-Managed Growth Fund
Rule 12b-1 Distribution Plan

Each Massachusetts Business Trust (Trust) designated in Appendix 1 as
revised from time to time, acting severally, adopts the following distribution
plan (the Plan) pursuant to Rule 12b-1 (the Rule) under the Investment Company
Act of 1940 (Act) on behalf of each Fund in that Trust.

I. A. PLANS APPLYING TO CLASS A, B AND C SHARES

Except as indicated below, each Fund having Class A, B or C Shares
shall pay a service fee at the annual rate of 0.25% of the net assets of its
Class A, B and C Shares, and a distribution fee at the annual rate of 0.75% of
the average daily net assets of its Class B and C Shares.

Colonial Money Market Fund and Colonial Municipal Money Market Fund do
not pay a service fee on Class A shares.

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 each pays a service fee at the annual rates of:

(A) 0.10% of the net assets attributable to its outstanding Class A
and Class B Shares issued prior to December 1, 1994, and (B)
0.25% of the net assets attributable to its outstanding Class A,
B and C Shares issued thereafter.

The Colonial Fund and Colonial Select Value Fund each pays a service
fee at the annual rates of:

(A) 0.15% of the net assets attributable to its outstanding Class A
and B Shares issued prior to April 1, 1989, and

(B) 0.25% of the net assets attributable to its outstanding Class A,
B and C Shares issued thereafter.

Colonial Strategic Income Fund pays a service fee at the annual rates
of:

(A) 0.15% of its net assets attributable to its outstanding Class A
and B Shares issued prior to January 1, 1993, and

(B) 0.25% of the net assets attributable to its outstanding Class A,
B and C Shares issued thereafter.

Colonial Short Duration U.S. Government Fund and Colonial Intermediate
Tax-Exempt Fund each pays a service fee at the annual rate of 0.20% of the net
assets 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.

Colonial Strategic Balanced Fund also pays an annual distribution fee
not exceeding 0.10% of the average net assets of its Class A Shares.

B. PLANS APPLYING TO OTHER CLASSES OF SHARES

Stein Roe Advisor Tax-Managed Growth Fund:

Class E Shares. Class E shares pay a service fee at the annual rate of
0.25% of the net assets of the Class and a distribution fee at the annual rate
of 0.10% of the average daily net assets of the Class.

Class F Shares. Class F Shares pay a service fee at the annual rate of
0.25% of the net assets of the Class and a distribution fee at the annual rate
of 0.75% of the average daily net assets of the Class.

Class G Shares. Class G Shares pay LFDI a service fee at the annual
rate of 0.25% of the net assets of the Class and a distribution fee at the
annual rate of 0.10% of the aggregate net asset value of Class G Shares
outstanding less than five years from the date of purchase and 0.25% of the
average daily net assets of Class G Shares outstanding for five years or more.

Class H Shares. Class H Shares pay a service fee at the annual rate of
0.25% of the net assets of the Class and a distribution fee at the annual rate
of 0.75% of the average daily net assets of the Class.

Colonial Strategic Income Fund:

Class J Shares Class J Shares pay a service fee at the annual rate of
0.25% of the net assets of the Class and a distribution fee at the annual rate
of 0.35% of the average daily net assets of the Class.

The following Funds do not have 12b-1 Plans for the specified classes of shares:

Crabbe Huson Small Cap Fund, Crabbe Huson Equity Fund, Crabbe Huson
Managed Income & Equity Fund, Crabbe Huson Contrarian Income Fund:
Class I Shares.

Newport Tiger Fund: Class T and Class Z Shares.

Colonial Small Cap Value Fund, Colonial U.S. Growth & Income Fund, The
Colonial Fund, Colonial High Yield Securities Fund, Colonial Value Fund,
Colonial Select Value Fund, Stein Roe Advisor Tax-Managed Growth Fund, Newport
Tiger Cub Fund, Newport Japan Opportunities Fund: Class Z Shares.

II. Payments of Fees Under the Plan

Each Fund shall make all payments of service and distribution fees
under this Plan to Liberty Funds Distributor, Inc. (LFDI) monthly, on the 20th
day of each month or, if such day is not a business day, on the next business
day thereafter. No Fund shall pay, nor shall LFDI be entitled to receive, any
amount under this Plan if such payment would result in LFDI receiving amounts in
excess of those permitted by applicable law or by rules of the National
Association of Securities is Dealers, Inc.

III. Use of Fees.

LFDI may pay part or all of the service and distribution fees it
receives from a Fund as commissions to financial service firms that sell Fund
Shares or as reimbursements to financial service firms or other entities that
provide shareholder services to record or beneficial owners of shares (including
third party administrators of qualified plans). This provision does not obligate
LFDI to make any such payments nor limit the use that LFDI may make of the fees
it receives.

IV. Reporting

LFDI shall provide to the Trust's Trustees, and the Trustees shall
review, at least quarterly, reports setting forth all Plan expenditures, and the
purposes for those expenditures. Amounts payable under this paragraph are
subject to any limitations on such amounts prescribed by applicable laws or
rules.

V. Other Payments Authorized

Payments by the Trust to LFDI and its affiliates (including Colonial
Management Associates, Inc.) other than as set forth in Section I which may be
indirect financing of distribution costs are authorized by this Plan.

VI. Continuation; Amendment; Termination

This Plan shall continue in effect with respect to a Class of Shares
only so long as specifically approved for that Class at least annually as
provided in the Rule. The Plan may not be amended to increase materially the
service fee or distribution fee with respect to a Class of Shares without such
shareholder approval as is required by the Rule and any applicable orders of the
Securities and Exchange Commission, and all material amendments of the Plan must
be approved in the manner described in the Rule. The Plan may be terminated with
respect to any Class of Shares at any time as provided in the Rule without
payment of any penalty. The continuance of the Plan shall be effective only if
the selection and nomination of the Trust's Trustees who are not interested
persons (as defined under the Act) of the Trust is effected by such
non-interested Trustees as required by the Rule.

Approved by the Trustees as of the date set forth above:

By: Nancy L. Conlin, Secretary For Each Trust

<PAGE>

APPENDIX 1

Trust Series
Liberty Funds 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 Funds 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 Funds 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 Funds 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
Colonial Counselor Select Income Portfolio
Colonial Counselor Select Balanced Portfolio
Colonial Counselor Select Growth Portfolio

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

Liberty Funds Trust VII
Newport Tiger Fund
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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