COLONIAL TRUST III, 497, 1996-03-04

COLONIAL TRUST III
497, 1996-03-04

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February 28, 1996

THE COLONIAL FUND

Prospectus

BEFORE YOU INVEST

Colonial Management Associates, Inc. (Adviser) and your full-service financial
adviser want you to understand both the risks and benefits of mutual fund
investing.

While mutual funds offer significant opportunities and are professionally
managed, they also carry risks including possible loss of principal. Unlike
savings accounts and certificates of deposit, mutual funds are not insured or
guaranteed by any financial institution or government agency.

Please consult your full-service financial adviser to determine how investing in
this mutual fund may suit your unique needs, time horizon and risk tolerance.

The Colonial Fund (Fund), a diversified portfolio of Colonial Trust III (Trust),
an open-end management investment company, seeks primarily income and capital
growth and, secondarily, capital preservation.

The Fund is managed by the Adviser, an investment adviser since 1931.

This Prospectus explains concisely what you should know before investing in the
Fund. Read it carefully and retain it for future reference.

TF-01/724B-0196

More detailed information about the Fund is in the February 28, 1996 Statement
of Additional Information which has been filed with the Securities and Exchange
Commission and is obtainable free of charge by calling the Adviser at
1-800-248-2828. The Statement of Additional Information is incorporated by
reference in (which means it is considered to be a part of) this Prospectus.

Class A shares are offered at net asset value plus a sales charge imposed at the
time of purchase; Class B shares are offered at net asset value and, in
addition, are subject to an annual distribution fee and a declining contingent
deferred sales charge on redemptions made within six years after purchase. Class
B shares convert to Class A shares after approximately eight years. See "How to
Buy Shares."

Contents Page
Summary of Expenses 2
The Fund's Financial History 3
The Fund's Investment Objectives 5
How the Fund Pursues Its Objectives
and Certain Risk Factors 5
How the Fund Measures its
Performance 7
How the Fund is Managed 7
How the Fund Values Its Shares 7
Distributions and Taxes 8
How to Buy Shares 8
How to Sell Shares 9
How to Exchange Shares 10
Telephone Transactions 10
12b-1 Plans 11
Organization and History 11

FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED, ENDORSED OR
INSURED BY, ANY BANK OR GOVERNMENT AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

SUMMARY OF EXPENSES

Expenses are one of several factors to consider when investing in the Fund. The
following tables summarize your maximum transaction costs and your annual
expenses for an investment in the Class A and Class B shares of the Fund. See
"How the Fund is Managed" and "12b-1 Plans" for more complete descriptions of
the Fund's various costs and expenses.

Shareholder Transaction Expenses (1)(2)
Class A Class B
Maximum Initial Sales Charge Imposed on a
Purchase (as a % of offering price)(3) 5.75% 0.00%(5)
Maximum Contingent Deferred Sales Charge
(as a % of offering price)(3) 1.00%(4) 5.00%

(1) For accounts less than $1,000 an annual fee of $10 may be deducted.
See "How to Sell Shares."
(2) Redemption proceeds exceeding $5,000 sent via federal funds wire will
be subject to a $7.50 charge per transaction.
(3) Does not apply to reinvested distributions.
(4) Only with respect to any portion of purchases of $1 million to
$5 million redeemed within approximately 18 months after
purchase. See "How to Buy Shares."
(5) Because of the 0.75% distribution fee applicable to Class B shares,
long-term Class B shareholders may pay more in aggregate sales charges
than the maximum initial sales charge permitted by the National
Association of Securities Dealers, Inc. However, because the Fund's
Class B shares automatically convert to Class A after approximately 8
years, this is less likely for Class B shares than for a class without a
conversion feature.

Annual Operating Expenses (as a % of average net assets)

Class A Class B

Management fee 0.55% 0.55%
12b-1 fees 0.23* 1.00
Other expenses 0.38 0.38
---- ----
Total operating expenses 1.16% 1.93%
==== ====

* Fee rate will fluctuate but will not exceed 0.25%.

Example
The following Example shows the cumulative expenses attributable to a
hypothetical $1,000 investment in the Class A and Class B shares of the Fund for
the periods specified, assuming a 5% annual return and, unless otherwise noted,
redemption at period end. The 5% return and expenses used in this Example should
not be considered indicative of actual or expected Fund performance or expenses,
both of which will vary.

Class A Class B
Period: (6) (7)
1 year $ 69 $ 70 $ 20
3 years $ 92 $ 91 $ 61
5 years $118 $124 $104
10 years $190 $205(8) $205(8)

(6) Assumes redemption at period end.
(7) Assumes no redemption.
(8) Class B shares convert to Class A shares after approximately 8 years;
therefore years 9 and 10 reflect Class A share expenses.

THE FUND'S FINANCIAL HISTORY

The following schedules of financial highlights for a share outstanding
throughout each period have been audited by Price Waterhouse LLP, independent
accountants. Their unqualified report is included in the Fund's 1995 Annual
Report, and is incorporated by reference into the Statement of Additional
Information. The Class A and Class B schedules have been restated to reflect the
3-for-1 split which occurred on December 10, 1993. Class Z shares are offered by
a separate prospectus. See "How to Buy Shares."
<TABLE>
<CAPTION>

CLASS A
---------------------------------------------------------------------------------

Year Ended October 31
---------------------------------------------------------------------------------
1995(a) 1994(a) 1993(a)(b) 1992(a)(b) 1991(a)(b)
------- ------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value - Beginning of period $8.060 $8.410 $7.390 $7.050 $5.700
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income 0.200 0.171 0.156 0.173 0.218
Net realized and unrealized gain (loss) 1.393 (0.116) 1.293 0.489 1.509
----- ------- ----- ----- -----
Total from Investment Operations 1.593 0.055 1.449 0.662 1.727
----- ----- ----- ----- -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income (0.212) (0.160) (0.147) (0.185) (0.222)
From net realized gain on investments (0.501) (0.245) (0.282) (0.137) (0.155)
------- ------- ------- ------- -------
Total Distributions Declared to Shareholders (0.713) (0.405) (0.429) (0.322) (0.377)
------- ------- ------- ------- -------
Net asset value - End of period $8.940 $8.060 $8.410 $7.390 $7.050
====== ====== ====== ====== ======
Total return(c) 21.72% 0.74% 20.21% 9.65% 31.23%
====== ====== ====== ====== ======
RATIOS TO AVERAGE NET ASSETS
Expenses 1.16% 1.14% 1.10% 1.09% 1.06%
Net investment income 2.43% 2.07% 1.94% 2.52% 3.35%
Portfolio turnover 66% 54% 14% 37% 36%
Net assets at end of period (000) $667,611 $555,275 $520,706 $413,228 $366,808
_________________________________

(a) Per share data was calculated using average shares outstanding during the
period.
(b) All per share amounts have been restated to reflect the 3-for-1 stock split
effective December 10, 1993.
(c) Total return at net asset value assuming all distributions reinvested and no
initial sales charge or contingent deferred sales charge.
</TABLE>

CLASS A
--------------------------------------------------------------------

Year Ended October 31
--------------------------------------------------------------------
1990(b) 1989(b) 1988(b) 1987(b) 1986(b)
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>

Net asset value - Beginning of period $6.850 $6.320 $5.530 $6.450 $5.220
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income 0.256 0.270 0.299 0.216 0.283
Net realized and unrealized gain (loss) (0.979) 0.768 0.944 (0.387) 1.397
------- ----- ----- ------- -----
Total from Investment Operations (0.723) 1.038 1.243 (0.171) 1.680
------- ----- ----- ------- -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income (0.276) (0.305) (0.263) (0.310) (0.300)
From net realized gain on investments (0.151) (0.203) (0.190) (0.439) (0.150)
------- ------- ------- ------- -------
Total Distributions Declared to Shareholders (0.427) (0.508) (0.453) (0.749) (0.450)
------- ------- ------- ------- -------
Net asset value - End of period $5.700 $6.850 $6.320 $5.530 $6.450
===== ===== ===== ===== =====
Total return(c) (11.17)% 17.16% 23.60% (3.49)% 33.91%
======= ===== ===== ====== =====
RATIOS TO AVERAGE NET ASSETS
Expenses 1.04% 0.97% 0.92% 0.97% 1.06%
Net investment income 4.05% 4.34% 4.92% 3.99% 4.70%
Portfolio turnover 41% 27% 27% 47% 48%
Net assets at end of period (000) $285,265 $319,419 $258,178 $240,971 $168,399
_________________________________

(a) Per share data was calculated using average shares outstanding during the
period.
(b) All per share amounts have been restated to reflect the 3-for-1 stock split
effective December 10, 1993.
(c) Total return at net asset value assuming all distributions reinvested and no
initial sales charge or contingent deferred sales charge.
</TABLE>

THE FUND'S FINANCIAL HISTORY (CONT'D)
<TABLE>
<CAPTION>
CLASS B CLASS Z
-----------------------------------------------------------------
Period
Ended
Year ended October 31 October 31
-------------------------------------------------------------------
1995(a) 1994(a) 1993(a)(b) 1992(a)(b)(c) 1995(a)(d)
------- ------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value - Beginning of period $8.050 $8.400 $7.390 $7.440 $8.780
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income 0.137 0.109 0.104 0.052 0.041
Net realized and unrealized gain (loss) 1.395 (0.111) 1.282 (0.044) 0.167
----- ------- ----- ------- -----
Total from Investment Operations 1.532 (0.002) 1.386 0.008 0.208
----- ------- ----- ----- -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income (0.151) (0.103) (0.094) (0.058) (0.048)
From net realized gain on investments (0.501) (0.245) (0.282) 0.000 0.000
------- ------- ------- ----- -----
Total Distributions Declared to Shareholders (0.652) (0.348) (0.376) (0.058) (0.048)
------- ------- ------- ------- -------
Net asset value - End of period $8.930 $8.050 $8.400 $7.390 $8.940
====== ====== ====== ====== ======
Total return(e) 20.84% (0.04)% 19.38% (0.31)%(f) 2.02%(f)
===== ====== ===== ====== ====
RATIOS TO AVERAGE NET ASSETS
Expenses 1.93% 1.89% 1.85% 1.84%(g) 0.93%(g)
Net investment income 1.66% 1.32% 1.19% 1.77%(g) 2.66%(g)
Portfolio turnover 66% 54% 14% 37% 66%
Net assets at end of period (000) $353,831 $264,122 $124,161 $15,582 $3,659
_________________________________

(a) Per share data was calculated using average shares outstanding during the period.
(b) All per share amounts have been restated to reflect the 3-for-1 stock split effective December 10, 1993.
(c) Class B shares were initially offered on May 5, 1992. Per share amounts reflect activity from
that date.
(d) Class Z shares were initially offered on July 31, 1995. Per share amounts reflect activity from that
date.
(e) Total return at net asset value assuming all distributions reinvested
and no initial sales charge or contingent deferred sales charge.
(f) Not annualized.
(g) Annualized.
</TABLE>

Further performance information is contained in the Fund's Annual Report to
shareholders, which may be obtained without charge by calling 1-800-248-2828.

THE FUND'S INVESTMENT OBJECTIVES

The Fund seeks primarily income and capital growth and, secondarily, capital
preservation.

HOW THE FUND PURSUES ITS OBJECTIVES AND CERTAIN RISK FACTORS

The Fund seeks to achieve its objective by investing in both equity securities
and U.S. government debt securities. The allocation at any given time will be
based on the availability of common stocks meeting the criteria described below
and on the Adviser's assessment of the relative risk and expected performance of
each market. Normally the Fund will invest primarily in equity securities.

Equity Securities Generally. The portion of the Fund invested in equity
securities normally will be invested in U.S. stock exchange or NASDAQ NMS listed
common stocks and foreign common stocks which, when purchased, meet the
following quantitative standards which in the Adviser's judgment indicate above
average financial soundness and high intrinsic value relative to price. The
issuer of any such common stock must have net worth in excess of total debt,
except for banking institutions and electric utilities, whose net worth must
exceed 35% of total capitalization. In addition, each such common stock must
also meet one of the following criteria:

1. Earnings yield equals or exceeds the average yield to maturity of the
five most recently issued, actively traded long-term U.S. government
bonds; or

2. Dividend yield equals or exceeds 66% of the prevailing average yield to
maturity of the five most recently issued, actively traded long-term U.S.
government bonds; or

3. Per share going-concern value (as estimated by the Adviser) exceeds book
value and market value. No purchases will be made based on this criterion
if at the time more than 25% of the Fund's total market value of common
stocks was purchased on this criterion.

Up to 5% of the Fund's net assets may be invested in common stocks not meeting
any of the foregoing criteria at the time of purchase.

U.S Government Securities. U.S. government securities include (1) U.S. Treasury
obligations and (2) obligations issued or guaranteed by U.S. government agencies
and instrumentalities (Agency Securities) which are supported by: (a) the full
faith and credit of the U.S. government, (b) the right of the issuing agency to
borrow under a line of credit with the U.S. Treasury, (c) the discretionary
power of the U.S. government to purchase obligations of the agency or (d) the
credit of the agency. Agency Securities include securities commonly referred to
as mortgage-backed securities, the principal and interest on which are paid from
principal and interest payments made on pools of mortgage loans. These include
securities commonly referred to as "pass-throughs," "collateralized mortgage
obligations" (CMOs) and "real estate mortgage investment conduits" (REMICs). The
Fund will not invest in residual classes of CMOs. The Fund may invest in U.S.
government securities of any maturity that pay fixed, floating or adjustable
interest rates.

The Fund may invest in U.S. government securities on a when-issued basis. This
means that the Fund will enter into a contract to purchase the underlying
security for a fixed price on a date beyond the customary settlement date. No
interest accrues until settlement.

While U.S. government securities are considered virtually free of default risk,
their values nevertheless generally fluctuate inversely with changes in interest
rates. Further, mortgage-backed securities may decline in value more
substantially than comparable maturity Treasury securities given an interest
rate increase, but may not increase in value as much given an interest rate
decline. This is because the mortgages underlying the securities can be prepaid,
and prepayment rates tend to increase as interest rates decline (effectively
shortening the mortgage-backed security's maturity) and decrease as interest
rates rise (effectively lengthening the mortgage-backed security's maturity).

Adjustable or floating rate securities will not fluctuate in value as much as
fixed rate securities, since interest rate changes are more likely to be
reflected in changes in the rates paid on the securities. However, reductions in
interest rates also may translate into lower distributions paid by the Fund.

Foreign Investments. Investments in foreign securities have special risks
related to political, economic and legal conditions outside of the U.S. As a
result, the prices of foreign securities may fluctuate substantially more than
the prices of securities of issuers based in the U.S. Special risks associated
with foreign securities include the possibility of unfavorable currency exchange
rates, the existence of less liquid markets, the unavailability of reliable
information about issuers, the existence (or potential imposition) of exchange
control regulations (including currency blockage), and political and economic
instability, among others. In addition, transactions in foreign securities may
be more costly due to currency conversion costs and higher brokerage and
custodial costs. See "Foreign Securities" and "Foreign Currency Transactions" in
the Statement of Additional Information for more information about foreign
investments.

Pre-payments of mortgage-backed securities purchased at a premium may also
result in a loss equal to the premium. If interest rates have declined, pre-paid
principal may only be able to be reinvested at lower yields, lowering the Fund's
yield.

Foreign Currency Transactions. In connection with its investments in foreign
securities, the Fund may purchase and sell foreign currencies on a spot or
forward basis. Such transactions will be entered into (i) to lock in a
particular foreign exchange rate pending settlement of a purchase or sale of a
foreign security or pending the receipt of interest, principal or dividend
payments on a foreign security held by the Fund, or (ii) to hedge against a
decline in the value, in U.S. dollars or in another currency, of a foreign
currency in which securities held by the Fund are denominated. The Fund will not
attempt, nor would it be able, to eliminate all foreign currency risk. Further,
although hedging may lessen the risk of loss if the hedged currency's value
declines, it limits the potential gain from currency value increases. See the
Statement of Additional Information for information relating to the Fund's
obligations in entering into such transactions.

Temporary/Defensive Investments. Temporarily available cash may be invested in
certificates of deposit, bankers' acceptances, high quality commercial paper,
Treasury bills, U.S. government securities and repurchase agreements. Some or
all of the Fund's assets also may be invested in such investments during periods
of unusual market conditions. Under a repurchase agreement, the Fund buys a
security from a bank or dealer, which is obligated to buy it back at a fixed
price and time. The security is held in a separate account at the Fund's
custodian, and constitutes the Fund's collateral for the bank's or dealer's
repurchase obligation. Additional collateral will be added so that the
obligation will at all times be fully collateralized. However, if the bank or
dealer defaults or enters bankruptcy, the Fund may experience costs and delays
in liquidating the collateral, and may experience a loss if it is unable to
demonstrate its rights to the collateral in a bankruptcy proceeding. Not more
than 10% of the Fund's net assets will be invested in repurchase agreements
maturing in more than 7 days and other illiquid assets.

Borrowing of Money. The Fund may borrow money from banks for temporary or
emergency purposes up to 10% of its net assets; however, it will not purchase
additional portfolio securities while borrowings exceed 5% of net assets.

Other. The Fund may not always achieve its investment objectives. The Fund's
investment objectives and non-fundamental policies may be changed without
shareholder approval. The Fund will notify investors at least 30 days prior to
any material change in the Fund's investment objectives. If there is a change in
the investment objectives shareholders should consider whether the Fund remains
an appropriate investment in light of their financial position and needs.
Shareholders may incur a contingent deferred sales charge if shares are redeemed
in response to a change in objective. The Fund's fundamental policies listed in
the Statement of Additional Information cannot be changed without the approval
of a majority of the Fund's outstanding voting securities. Additional
information concerning certain of the securities and investment techniques
described above is contained in the Statement of Additional Information.

HOW THE FUND MEASURES ITS PERFORMANCE

Performance may be quoted in sales literature and advertisements. Each Class's
average annual total returns are calculated in accordance with the Securities
and Exchange Commission's formula and assume the reinvestment of all
distributions, the maximum initial sales charge of 5.75% on Class A shares and
the contingent deferred sales charge applicable to the time period quoted on
Class B shares. Other total returns differ from average annual total return only
in that they may relate to different time periods, may represent aggregate as
opposed to average annual total returns and may not reflect the initial or
contingent deferred sales charges.

Each Class's yield, which differs from total return because it does not consider
change in net asset value, is calculated in accordance with the Securities and
Exchange Commission's formula. Each Class's distribution rate is calculated by
dividing the most recent quarter's distributions, annualized, by the maximum
offering price of that Class at the end of the period. Each Class's performance
may be compared to various indices. Quotations from various publications may be
included in sales literature and advertisements. See "Performance Measures" in
the Statement of Additional Information for more information. All performance
information is historical and does not predict future results.

HOW THE FUND IS MANAGED

The Trustees formulate the Fund's general policies and oversee the Fund's
affairs as conducted by the Adviser.

The Adviser is a subsidiary of The Colonial Group, Inc. Colonial Investment
Services, Inc. (Distributor) is a subsidiary of the Adviser and serves as the
distributor for the Fund's shares. Colonial Investors Service Center, Inc.
(Transfer Agent), an affiliate of the Adviser serves as the shareholder services
and transfer agent for the Fund. The Colonial Group, Inc. is a direct subsidiary
of Liberty Financial Companies, Inc., which is in turn an indirect subsidiary of
Liberty Mutual Insurance Company (Liberty Mutual). Liberty Mutual is considered
to be the controlling entity of the Adviser and its affiliates. Liberty Mutual
is an underwriter of workers' compensation insurance and a property and casualty
insurer in the U.S.

The Adviser furnishes the Fund with investment management, accounting and
administrative personnel and services, office space and other equipment and
services at the Adviser's expense. For these services, the Fund paid the Adviser
0.55% of the Fund's average daily net assets for fiscal year 1995.

Daniel Rie, Senior Vice President and Director of the Adviser and head of the
Equity Group, has managed the Fund since 1993 and has managed various other
Colonial equity funds since 1986.

The Adviser also provides pricing and bookkeeping services to the Fund for a
monthly fee of $2,250 plus a percentage of the Fund's average net assets over
$50 million. The Transfer Agent provides transfer agency and shareholder
services to the Fund for a fee of 0.25% annually of average net assets plus
certain out-of-pocket expenses.

Each of the foregoing fees is subject to any reimbursement or fee waiver to
which the Adviser may agree.

The Adviser places all orders for the purchase and sale of portfolio securities.
In selecting broker-dealers, the Adviser may consider research and brokerage
services furnished to it and its affiliates. Subject to seeking best execution,
the Adviser may consider sales of shares of the Fund (and of certain other
Colonial funds) in selecting broker-dealers for portfolio security transactions.

HOW THE FUND VALUES ITS SHARES

Per share net asset value is calculated by dividing the total value of each
Class's net assets by its number of outstanding shares. Shares are valued as of
the close of the New York Stock Exchange (Exchange) each day the Exchange is
open. Portfolio securities for which market quotations are readily available are
valued at market. Short-term investments maturing in 60 days or less are valued
at amortized cost when it is determined, pursuant to procedures adopted by the
Trustees, that such cost approximates market value. All other securities and
assets are valued at fair value following procedures adopted by the Trustees.

DISTRIBUTIONS AND TAXES

The Fund intends to qualify as a "regulated investment company" under the
Internal Revenue Code and to distribute to shareholders virtually all net income
and any net realized gain at least annually.

The Fund generally declares and pays income distributions quarterly.
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 to
shareholders, but will be invested in additional shares of the same Class of the
Fund at net asset value. To change your election, call the Transfer Agent for
information. Whether you receive distributions in cash or in additional Fund
shares, you must report them as taxable income unless you are a tax-exempt
institution. If you buy shares shortly before a distribution is declared, the
distribution will be taxable although it is in effect a partial return of the
amount invested. Each January, information on the amount and nature of
distributions for the prior year is sent to shareholders.

HOW TO BUY SHARES

Shares of the Fund are offered continuously. Orders received in good form prior
to the time at which the Fund values its shares (or placed with a financial
service firm before such time and transmitted by it before the Fund processes
that day's share transactions) will be processed based on that day's closing net
asset value, plus any applicable initial sales charge. The minimum initial
investment is $1,000; subsequent investments may be as small as $50. The minimum
initial investment for the Colonial Fundamatic program or a Colonial retirement
account is $25. Certificates will not be issued for Class B shares and there are
some limitations on the issuance of Class A certificates. The Fund may refuse
any purchase order for its shares. See the Statement of Additional Information
for more information.

Class A Shares. Class A shares are offered at net asset value subject to a 0.15%
annual service fee for shares issued prior to April 1, 1989, and a 0.25% annual
service fee for shares issued thereafter, plus an initial or contingent deferred
sales charge as follows:
Initial Sales Charge
Retained
by
Financial
Service
Firm as %
as a % of of
Amount Offering Offering
Amount Purchased Invested Price Price
Less than $50,000 6.10% 5.75% 5.00%
$50,000 to less than $100,000 4.71% 4.50% 3.75%
$100,000 to less than $250,000 3.63% 3.50% 2.75%
$250,000 to less than $500,000 2.56% 2.50% 2.00%
$500,000 to less than $1,000,000 2.04% 2.00% 1.75%
$1,000,000 or more 0.00% 0.00% 0.00%

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

Amount Purchased Commission
First $3,000,000 1.00%
Next $2,000,000 0.50%
Over $5,000,000 0.25% (1)
(1) Paid over 12 months but only to the extent the shares remain
outstanding.

Purchases of $1 million to $5 million are subject to a 1.00% contingent deferred
sales charge payable to the Distributor on redemptions within 18 months from the
first day of the month following the purchase. The contingent deferred sales
charge does not apply to the excess of any purchase over $5 million.

The Colonial Asset Builder Program requires at least a $1,000 initial investment
(maximum $4,000), a letter of intent to invest each month for 48 months 25% of
the initial investment and reinvestment of all distributions. The sales charge
is 5% of the offering price (5.26% of amount invested) except if four
investments are missed then the sales charge becomes 6% of offering price on all
investments (6.38% of amount invested). The financial service firm receives 4%
of the offering price.

Class B shares. Class B shares are offered at net asset value, without an
initial sales charge, subject to a 0.75% annual distribution fee for
approximately eight years (at which time they convert to Class A shares not
bearing a distribution fee), a 0.25% annual service fee and a declining
contingent deferred sales charge if redeemed within six years after purchase. As
shown below, the amount of the contingent deferred sales charge depends on the
number of years after purchase that the redemption occurs:

Contingent Deferred
Years After Purchase Sales Charge
0-1 5.00%
1-2 4.00%
2-3 3.00%
3-4 3.00%
4-5 2.00%
5-6 1.00%
More than 6 0.00%

Year one ends one year after the end of the month in which the purchase was
accepted and so on. The Distributor pays financial service firms a commission of
4.00% on Class B share purchases.

General. All contingent deferred sales charges are deducted from the amount
redeemed, not the amount remaining in the account, and are paid to the
Distributor. Shares issued upon distribution reinvestment and amounts
representing appreciation are not subject to a contingent deferred sales charge.
The contingent deferred sales charge is imposed on redemptions which result in
the account value falling below its Base Amount (the total dollar value of
purchase payments (including initial sales charges, if any), in the account
reduced by prior redemptions on which a contingent deferred sales charge was
paid and any exempt redemptions). See the Statement of Additional Information
for more information.

Which Class is more beneficial to an investor depends on the amount and intended
length of the investment. Large investments, qualifying for a reduced Class A
sales charge avoid the distribution fee. Investments in Class B shares have 100%
of the purchase price invested immediately. Purchases of $250,000 or more must
be for Class A shares. Consult your financial service firm.

The Fund also offers Class Z shares, which are offered through a separate
Prospectus only to (i) certain institutions (including certain insurance
companies and banks investing for their own account, trusts, endowment funds,
foundations and investment companies) and defined benefit retirement plans
investing a minimum of $5 million in the Fund and (ii) affiliates of the
Adviser. Class Z shares have no initial or contingent deferred sales charge and
no Rule 12b-1 fee. Otherwise, Class Z share expenses are the same as for Class A
and Class B shares. Class Z shares may be exchanged at net asset value into the
Class A shares of any other Colonial fund.

Special Purchase Programs. The Fund allows certain investors or groups of
investors to purchase shares at a reduced, or without an, initial or contingent
deferred sales charge. The programs are described in the Statement of Additional
Information under "Programs for Reducing or Eliminating Sales Charges" and "How
to Sell Shares."

Shareholder Services. A variety of shareholder services are available. For more
information about these services or your account, call 1-800-345-6611. Some
services are described in the attached account application. A shareholder's
manual explaining all available services will be provided upon request.

HOW TO SELL SHARES

Shares of the Fund may be sold on any day the Exchange is open, either directly
to the Fund or through your financial service firm. Sale proceeds generally are
sent within seven days (usually on the next business day after your request is
received in good form). However, for shares recently purchased by check, the
Fund will send proceeds as soon as the check has cleared (which may take up to
15 days).

Selling Shares Directly To The Fund. Send a signed letter of instruction or
stock power form to the Transfer Agent, along with any certificates for shares
to be sold. 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. Stock power forms
are available from your financial service firm, the Transfer Agent and many
banks. Additional documentation is required for sales by corporations, agents,
fiduciaries, surviving joint owners and individual retirement account holders.
For details contact:

Colonial Investors Service Center, Inc.
P.O. Box 1722
Boston, MA 02105-1722
1-800-345-6611

Selling Shares Through Financial Service Firms. Financial service firms must
receive requests prior to the time at which the Fund values its shares to
receive that day's price, are responsible for furnishing all necessary
documentation to the Transfer Agent, and may charge for this service.

General. The sale of shares is a taxable transaction for income tax purposes and
may be subject to a contingent deferred sales charge. The contingent deferred
sales charge may be waived under certain circumstances. See the Statement of
Additional Information for more information. Under unusual circumstances, the
Fund may suspend repurchases or postpone payment for up to seven days or longer,
as permitted by federal securities law. In June of any year, the Fund may deduct
$10 (payable to the Transfer Agent) from accounts valued at less than $1,000
unless the account value has dropped solely as a result of share value
depreciation. Shareholders will receive 60 days' written notice to increase the
account value before the fee is deducted.

HOW TO EXCHANGE SHARES

Exchanges at net asset value may be made among the same class of shares of most
Colonial funds. Shares will continue to age without regard to the exchange for
purposes of conversion and in determining the contingent deferred sales charge,
if any, upon redemption. Carefully read the prospectus of the fund into which
the exchange will go before submitting the request. Call 1-800-248-2828 to
receive a prospectus and an exchange authorization form. Call 1-800-422-3737 to
exchange shares by telephone. An exchange is a taxable capital transaction. The
exchange service may be changed, suspended or eliminated on 60 days' written
notice.

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

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

TELEPHONE TRANSACTIONS

All shareholders and/or their financial advisers are automatically eligible to
exchange Fund shares and may redeem up to $50,000 of Fund shares by calling
1-800-422-3737 toll free any business day between 9:00 a.m. and the time at
which the Fund values its shares. Telephone redemption privileges for larger
amounts may be elected on the account application. Proceeds and confirmations of
telephone transactions will be mailed or sent to the address of record.
Telephone redemptions are not available on accounts with an address change in
the preceding 30 days. The Adviser, the Transfer Agent and the Fund will not be
liable when following telephone instructions reasonably believed to be genuine,
and a shareholder may suffer a loss from unauthorized transactions. The Transfer
Agent will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. All telephone transactions are recorded.
Shareholders and/or their financial advisers are required to provide their name,
address and account number. Financial advisers are also required to provide
their broker number. Shareholders and/or their financial advisers wishing to
redeem or exchange shares by telephone may experience difficulty in reaching the
Fund at its toll free telephone number during periods of drastic economic or
market changes. In that event, shareholders and/or their financial advisers
should follow the procedures for redemption or exchange by mail as described
above under "How to Sell Shares." The Adviser, the Transfer Agent and the Fund
reserve the right to change, modify, or terminate the telephone redemption or
exchange services at any time upon prior written notice to shareholders.
Shareholders are not obligated to transact by telephone.

12b-1 PLANS

Under 12b-1 plans, the Fund pays the Distributor an annual service fee of 0.15%
of the Fund's average net assets for shares outstanding prior to April 1, 1989,
and 0.25% of the Fund's average net assets for shares issued thereafter.

The Fund also pays the Distributor an annual distribution fee not exceeding
0.75% of the average net assets attributed to its Class B shares. Because the
Class B shares bear the additional distribution fee, their dividends will be
lower than the dividends of Class A shares. Class B shares automatically convert
to Class A shares, approximately eight years after the Class B shares were
purchased. The multiple class structure could be terminated if certain Internal
Revenue Service rulings are rescinded. See the Statement of Additional
Information for more information. The Distributor uses the fees to defray the
cost of commissions and service fees paid to financial service firms which have
sold Fund shares, and to defray other expenses such as sales literature,
prospectus printing and distribution and compensation to wholesalers. Should the
fees exceed the Distributor's expenses in any year, the Distributor would
realize a profit. The Plans also authorize other payments to the Distributor and
its affiliates (including the Adviser) which may be construed to be indirect
financing of sales of Fund shares.

ORGANIZATION AND HISTORY

The Trust is not required to hold annual shareholder meetings, but special
meetings may be called for purposes such as electing Trustees or approving a
management contract. Shareholders receive one vote for each Fund share. Shares
of the Trust vote together except when required by law to vote separately by
fund or by class. Shareholders owning in the aggregate ten percent of Trust
shares may call meetings to consider removal of Trustees. Under certain
circumstances, the Trust will provide information to assist shareholders in
calling such a meeting. See the Statement of Additional Information for more
information

Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of the Trust. However, the Trust's
Declaration of Trust (Declaration) disclaims shareholder liability for acts or
obligations of the Fund and the Trust and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by the Fund or the Trust's Trustees. The Declaration provides for
indemnification out of Fund property for all loss and expense of any shareholder
held personally liable for the obligations of the Fund. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances (which are considered remote) in which the Fund would
be unable to meet its obligations and the disclaimer was inoperative.

The risk of a particular fund incurring financial loss on account of another
fund of the Trust is also believed to be remote, because it would be limited to
circumstances in which the disclaimer was inoperative and the other fund was
unable to meet its obligations.

Investment Adviser

Colonial Management Associates, Inc.
One Financial Center
Boston, MA 02111-2621

Distributor
Colonial Investment Services, Inc.
One Financial Center
Boston, MA 02111-2621

Custodian
Boston Safe Deposit and Trust Company
One Boston Place
Boston, MA 02108

Shareholder Services and Transfer Agent
Colonial Investors Service Center, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-345-6611

Independent Accountants
Price Waterhouse LLP
160 Federal Street
Boston, MA 02110-2624

Legal Counsel
Ropes & Gray
One International Place
Boston, MA 02110-2624

Your financial service firm is:

Printed in U.S.A.

February 28, 1996

THE COLONIAL FUND

Prospectus

The Colonial Fund seeks primarily income and capital growth and, secondarily,
capital preservation.

For more detailed information about the Fund call the Adviser at 1-800-248-2828
for the February 28, 1996 Statement of Additional Information.

FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED, ENDORSED OR
INSURED BY, ANY BANK OR GOVERNMENT AGENCY.

[Colonial Flag Logo]
Colonial
Mutual Funds
One Financial Center
Boston, Massachusetts
02111-2621
617-426-3750

COLONIAL HIGH YIELD SECURITIES FUND
COLONIAL INCOME FUND
COLONIAL STRATEGIC INCOME FUND
COLONIAL GOVERNMENT MONEY MARKET FUND
COLONIAL U.S. GOVERNMENT FUND
COLONIAL ADJUSTABLE RATE U.S. GOVERNMENT FUND
COLONIAL GROWTH SHARES FUND
THE COLONIAL FUND
COLONIAL FEDERAL SECURITIES FUND
COLONIAL GLOBAL EQUITY FUND
COLONIAL GLOBAL NATURAL RESOURCES FUND
COLONIAL STRATEGIC BALANCED FUND
COLONIAL INTERNATIONAL FUND FOR GROWTH
COLONIAL GLOBAL UTILITIES FUND
COLONIAL UTILITIES FUND
COLONIAL U.S. FUND FOR GROWTH
COLONIAL SMALL STOCK FUND
COLONIAL NEWPORT TIGER FUND

During the period January 1, 1996, through April 15, 1996 (Sales
Period), unless extended by Colonial Investment Services, Inc.
(Distributor), the Distributor will pay additional commissions to A.G.
Edwards & Sons, Inc. (A.G. Edwards), for sales of shares in individual
retirement accounts. The Distributor will pay 100% of the applicable
sales charge on Class A shares of the Fund sold by A.G. Edwards during
the Sales Period. In addition, the Distributor will pay A.G. Edwards
an additional commission equal to 0.50% of the net asset value of the
Class B shares of the Fund, if applicable, and 0.15% of the net asset
value of the Class D shares of the Fund, if applicable, sold by A.G.
Edwards during the Sales Period.

D-36/500B-1295 December 20, 1995

[COLONIAL FLAG LOGO]

Colonial Mutual Funds
_________________________________________________________________
Please send your completed application to:

Colonial Mutual Funds
P.O. Box 1722
Boston, Massachusetts 02105-1722

New Account Application/Revision to Existing Account

To open a new account, complete sections 1, 2, 3, & 7.

To apply for special services for a new or existing account, complete sections
4, 5, 6, or 8 as appropriate.

___ Please check here if this is a revision.

1-----------Account Ownership--------------
Please choose one of the following.

__Individual: Print your name, Social Security #, U.S. citizen status.

__Joint Tenant: Print all names, the Social Security # for the first person,
and his/her U.S. citizen status.

__Uniform Gift to Minors: Name of custodian and minor, minor's Social Security
#, minor's U.S. citizen status.

__Corporation, Association, Partnership: Include full name, Taxpayer I.D. #.

__Trust: Name of trustee, trust title & date, and trust's Taxpayer I.D. #.

______________________________________
Name of account owner

______________________________________
Name of joint account owner

______________________________________
Street address

______________________________________
City, State, and Zip

______________________________________
Daytime phone number

______________________________________
Social Security # or Taxpayer I.D. #

Are you a U.S. citizen? Yes___ No___

______________________________________
If no, country of permanent residence

______________________________________
Owner's date of birth

______________________________________
Account number (if existing account)

2 -----Colonial Fund(s) You Are Purchasing--------
Your investment will be made in Class A shares if no class is indicated.
Certificates are not available for Class B or D shares. If no distribution
option is selected, distributions will be reinvested in additional Fund
shares. Please consult your financial adviser to determine which class of
shares best suits your needs.

Fund Fund Fund

1_______________ 2__________________ 3____________________

$_______________ $__________________ $____________________
Amount Amount Amount

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

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

Method of Payment

Choose one

___Check payable to the Fund

___Bank wired on (Date) ____/____/____
Wire confirmation #

___Wire/Trade confirmation #___________________

Ways to Receive Your Distributions

Choose one

___Reinvest dividends and capital gains

___Dividends and capital gains in cash

___Dividends in cash; reinvest capital gains

___Automatic Dividend Diversification See section 5A, inside

___Direct Deposit via Colonial Cash Connection Complete Bank Information
in section 4B. I understand that my bank must be a member of the
Automated Clearing House (ACH).

Distributions of $10.00 or less will automatically be reinvested in additional
fund shares.

3---Your Signature & Taxpayer I.D. Number Certification----

Each person signing on behalf of an entity represents that his/her actions are
authorized.

I have received and read each appropriate Fund prospectus and understand that
its terms are incorporated by reference into this application. I understand
that this application is subject to acceptance. I understand that certain
redemptions may be subject to a contingent deferred sales charge. I certify,
under penalties of perjury, that:

1. The Social Security # or Taxpayer I.D. # provided is correct.

You must cross out item 2a, b or c below only if you have been notified by the
Internal Revenue Service (IRS) that you are currently subject to back-up
withholding because of under-reporting interest or dividends on you tax return.

2. I am not subject to back-up withholding because: (a) I am exempt from back-
up withholding, or (b) I have not been notified by the IRS that I am
subject to back-up withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer
subject to back-up withholding. It is agreed that the Fund, all Colonial
companies and their officers, directors, agents, and employees will not be
liable for any loss, liability, damage, or expense for relying upon this
application or any instruction believed genuine.

X______________________________________________
Signature

_______________________________________________
Capacity, if applicable Date

X______________________________________________
Signature

_______________________________________________
Capacity, if applicable Date

4--------Ways to Withdraw from Your Fund-------

It may take up to 30 days to activate the following features. Complete only
the section(s) that apply to the features you would like.

A. Systematic Withdrawal Plan (SWP)
You can receive monthly, quarterly, or semiannual checks from your account in
any amount you select, with certain limitations. Your redemption checks can
be sent to you at the address of record for your account, to your bank
account, or to another person you choose. The value of the shares in your
account must be at least $5,000 and you must reinvest all of your
distributions. Checks will be processed on the 10th calendar day of the month
or the following business day. If you receive your SWP payment via ACH, you
may request it to be processed any day of the month. Withdrawals in excess of
12% annually of your current account value will not be accepted. Redemptions
made in addition to SWP payments may be subject to a contingent deferred sales
charge for Class B or Class D shares. Please consult your financial or tax
adviser before electing this option.

Funds for Withdrawal:

1___________________
Name of fund

Withdrawal Amount
Redeem shares from account as follows:
Dollar amount of payment $___________
or
Total annual %_________

Frequency (choose one)
__Monthly __Quarterly __Semiannually

I would like payments to begin _____/_____ (day/month).

2___________________
Name of fund

Withdrawal Amount
Redeem shares from account as follows:
Dollar amount of payment $___________
or
Total annual %_________

Frequency (choose one)
__Monthly __Quarterly __Semiannually

I would like payments to begin _____/_____ (day/month).

Payment Instructions
Send the payment to (choose one):
__My address of record.
__My bank account via Colonial Cash Connection (through electronic funds
transfer). Please complete the Bank Information section below. All ACH
transactions will be made two business days after the processing date
My bank must be a member of the Automated Clearing House (ACH) system.
__The payee listed at right. If more than one payee, provide the name,
address, payment amount, and frequency for other payees (maximum of 5) on
a separate sheet. If you are adding this service to an existing account,
please sign below and have your signature(s) guaranteed.

______________________________________________
Name of payee

______________________________________________
Address of payee

______________________________________________
City

______________________________________________
State Zip

______________________________________________
Payee's bank account number, if applicable

B. Telephone Withdrawal Options
All telephone transaction calls are recorded. These options are not available
for retirement accounts. Please sign below and have your signature(s)
guaranteed.

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

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

3. On-Demand ACH Redemption
__I would like the On-Demand ACH Redemption Privilege. Proceeds paid via ACH
will be credited to your bank account two business days after the process
date. You or your financial adviser may withdraw shares from you fund acount
by telephone and send your money to your bank account. If you are adding
this service to an existing account, complete the Bank Information section
below and have all shareholder signatures guaranteed.

Colonial's and the Fund's liability is limited when following telephone
instructions; a shareholder may suffer a loss from an unauthorized transaction
reasonably believed by Colonial to have been authorized.

Bank Information (For Sections A and B Above)
I authorize deposits to the following bank account:

____________________________________________________________
Bank name City Bank account number

____________________________________________________________
Bank street address State Zip Bank routing # (your bank
can provide this)

X__________________________________
Signature of account owner(s)

X__________________________________
Signature of account owner(s) Place signature guarantee here.

5-----Ways to Make Additional Investments--------

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

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

1____________________________
From fund

____________________________
Account number (if existing)

____________________________
To fund

____________________________
Account number (if existing)

2____________________________
From fund

____________________________
Account number (if existing)

____________________________
To fund

____________________________
Account number (if existing)

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

____________________________________
Fund from which shares will be sold

$_________________________
Amount to redeem monthly

1____________________________________
Fund to invest shares in

$_________________________
Amount to invest monthly

2____________________________________
Fund to invest shares in

$_________________________
Amount to invest monthly

C. Fundamatic/On-Demand ACH Purchase
Fundamatic automatically transfers the specified amount from your bank
checking account to your Colonial fund account. The On-Demand ACH Purchase
program moves money from you bank checking account to your Colonial Fund
account by electronic funds transfer on any specified day of the month.
You will receive the applicable price two business days after the receipt
of your request. Your bank needs to be a member of the Automated Clearing
House system. Please attach a blank check marked "VOID." Also, complete the
section below.

1____________________________________
Fund name

_________________________________
Account number

$_____________________ _________________
Amount to transfer Month to start

2___________________________________
Fund name

$_____________________ _________________
Amount to transfer Month to start

Frequency
__Monthly or __Quarterly

Check one:

__ACH (Any day of the month)

__Paper Draft
(Choose either the 5th__ or 20th__ day of the month)

Authorization to honor checks drawn by Colonial Investors Service Center,
Inc. Do Not Detach. Make sure all depositors on the bank account sign to
the far right. Please attach a blank check marked "VOID" here. See reverse
for bank instructions.

I authorize Colonial to draw on my bank account, by check or electronic funds
transfer, for an investment in a Colonial fund. Colonial and my bank are not
liable for any loss arising from delays or dishonored draws. If a draw is not
honored, I understand that notice may not be given and Colonial may reverse
the purchase and charge my account $15.

______________________________________
Bank name

______________________________________
Bank street address

______________________________________
City State Zip

______________________________________
Bank account number

______________________________________
Bank routing #

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

6------------Ways to Reduce Your Sales Charges------------
These services can help you reduce your sales charge while increasing your
share balance over the long term.

A. Right of Accumulation
If you, your spouse or your children own any other shares in other
Colonial funds, you may be eligible for a reduced sales charge. The combined
value of your accounts must be $50,000 or more. Class A shares of money market
funds are not eligible unless purchased by exchange from another Colonial fund.

The sales charge for your purchase will be based on the sum of the purchase
added to the value of all shares in other Colonial funds at the previous
day's public offering price.

__Please link the accounts listed below for Right of Accumulation privileges,
so that this and future purchases will receive any discount for which they
are eligible.

1_____________________________________
Name on account

_____________________________________
Account number

2_____________________________________
Name on account

_____________________________________
Account number

B. Statement of Intent
If you agree in advance to invest at least $50,000 within 13 months, you'll
pay a lower sales charge on every dollar you invest. If you sign a Statement
of Intent within 90 days after you establish your account, you can receive a
retroactive discount on prior investments. The amount required to receive a
discount varies by fund; see the sales charge table in the "How to Buy Shares"
section of your fund prospectus.

__I want to reduce my sales charge.
I agree to invest $ _______________ over a 13-month period starting
______/______/ 19______ (not more than 90 days prior to this application). I
understand an additional sales charge must be paid if I do not complete this
Statement of Intent.

7-------------Financial Service Firm---------------------
To be completed by a Representative of your financial service firm.

This application is submitted in accordance with our selling agreement with
Colonial Investment Services, Inc. (CISI), the Fund's prospectus, and this
application. We will notify CISI, Inc., of any purchase made under a Statement
of Intent, Right of Accumulation, or Sponsored Arrangement. We guarantee the
signatures on this application and the legal capacity of the signers.

_____________________________________
Representative's name

_____________________________________
Representative's number

_____________________________________
Representative's phone number

_____________________________________
Account # for client at financial
service firm

_____________________________________
Branch office address

_____________________________________
City

_____________________________________
State Zip

_____________________________________
Branch office number

_____________________________________
Name of financial service firm

_____________________________________
Main office address

_____________________________________
City

_____________________________________
State Zip

X____________________________________
Authorized signature

8----------Request for a Combined Quarterly Statement Mailing-----------
Colonial can mail all of your quarterly statements in one envelope. This
option simplifies your record keeping and helps reduce fund expenses.

__I want to receive a combined quarterly mailing for all my accounts. Please
indicate accounts to be linked.______________________

Fundamatic (See Reverse Side)
Applications must be received before the start date for processing.

This program's deposit privilege can be revoked by Colonial without prior
notice if any check is not paid upon presentation. Colonial has no obligation
to notify the shareholder of non-payment of any draw. This program may be
discontinued by Colonial by written notice at least 30 business days prior
to the due date of any draw or by the shareholder at any time.

To the Bank Named on the Reverse Side:

Your depositor has authorized Colonial Investors Service Center, Inc. to
collect amounts due under an investment program from his/her personal checking
account. When you pay and charge the draws to the account of your depositor
executing the authorization payable to the order of Colonial Investors
Service Center, Inc., Colonial Investment Services, Inc., hereby indemnifies
and holds you harmless from any loss (including reasonable expenses) you may
suffer from honoring such draw, except any losses due to your payment of any
draw against insufficient funds.

D-224B-1295
- ----------------------------------------------------------------------------

February 28, 1996

THE COLONIAL FUND

CLASS Z SHARES

Prospectus

BEFORE YOU INVEST

Colonial Management Associates, Inc. (Adviser) and your full-service financial
adviser want you to understand both the risks and benefits of mutual fund
investing.

Please consult your full-service financial adviser to determine how investing in
this mutual fund may suit your unique needs, time horizon and risk tolerance.

The Fund is managed by the Adviser, an investment adviser since 1931.

This Prospectus explains concisely what you should know before investing in the
Class Z shares of the Fund.

Class Z shares may be purchased only by (i) certain institutions (including
certain insurance companies and banks investing for their own account, trusts,
endowment funds, foundations and investment companies) and defined benefit
retirement plans investing a minimum of $5 million in the Fund and (ii)
affiliates of the Adviser.

TF-727B-0196

Read this Prospectus carefully and retain it for future reference. More detailed
information about the Fund is in the February 28, 1996 Statement of Additional
Information which has been filed with the Securities and Exchange Commission and
is obtainable free of charge by calling the Adviser at 1-800-248-2828. The
Statement of Additional Information is incorporated by reference in (which means
it is considered to be a part of) this Prospectus.

Contents Page
Summary of Expenses 2
The Fund's Financial History 3
The Fund's Investment Objectives 5
How the Fund Pursues Its
Objectives and Certain Risk Factors 5
How the Fund Measures Its
Performance 7
How the Fund is Managed 7
How the Fund Values Its Shares 8
Distributions and Taxes 8
How to Buy Shares 8
How to Sell Shares 9
How to Exchange Shares 10
Telephone Transactions 10
Organization and History 10

FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED, ENDORSED OR
INSURED BY, ANY BANK OR GOVERNMENT AGENCY.

SUMMARY OF EXPENSES

Expenses are one of several factors to consider when investing in the Fund. The
following tables summarize your maximum transaction costs and your annual
expenses for an investment in Class Z shares of the Fund. See "How the Fund is
Managed" for a more complete description of the Fund's various costs and
expenses.

Shareholder Transaction Expenses (1)(2)

Maximum Initial Sales Charge Imposed on a
Purchase (as a % of offering price) 0.00%
Maximum Contingent Deferred Sales
Charge (as a % of offering price) 0.00%

(1) For accounts less than $1,000 an annual fee of $10 may be deducted.
See "How to Sell Shares."

(2) Redemption proceeds exceeding $5,000 sent via federal funds wire will
be subject to a $7.50 charge per transaction.

Annual Operating Expenses (as a % of average net assets)

Management fee 0.55%
12b-1 fee 0.00
Other expenses 0.38
----
Total operating expenses 0.93%
====

Example
The following Example shows the cumulative expenses attributable to a
hypothetical $1,000 investment in the Class Z shares of the Fund for the periods
specified, assuming a 5% annual return with or without redemption at period end.
The 5% return and expenses used in this Example should not be considered
indicative of actual or expected Fund performance or expenses, both of which
will vary:

Period: $ 9
3 years $ 30
5 years $ 51
10 year $114

THE FUND'S FINANCIAL HISTORY

The following schedules of financial highlights for a share outstanding
throughout each period have been audited by Price Waterhouse LLP, independent
accountants. Their unqualified report is included in the Fund's 1995 Annual
Report, and is incorporated by reference into the Statement of Additional
Information. The Class A and Class B schedules have been restated to reflect the
3-for-1 split which occurred on December 10, 1993. The information presented
includes other classes of shares offered by the Fund.
<TABLE>
<CAPTION>

CLASS A
---------------------------------------------------------------------------------

(a) Per share data was calculated using average shares outstanding during the
period.
(b) All per share amounts have been restated to reflect the 3-for-1 stock split
effective December 10, 1993.
(c) Total return at net asset value assuming all distributions reinvested and no
initial sales charge or contingent deferred sales charge.
</TABLE>

CLASS A
--------------------------------------------------------------------

Year Ended October 31
--------------------------------------------------------------------
1990(b) 1989(b) 1988(b) 1987(b) 1986(b)
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>

(a) Per share data was calculated using average shares outstanding during the
period.
(b) All per share amounts have been restated to reflect the 3-for-1 stock split
effective December 10, 1993.
(c) Total return at net asset value assuming all distributions reinvested and no
initial sales charge or contingent deferred sales charge.
</TABLE>

THE FUND'S FINANCIAL HISTORY (CONT'D)

<TABLE>
<CAPTION>
CLASS B CLASS Z
-----------------------------------------------------------------
Period
Ended
Year ended October 31 October 31
-------------------------------------------------------------------
1995(a) 1994(a) 1993(a)(b) 1992(a)(b)(c) 1995(a)(d)
------- ------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value - Beginning of period $8.050 $8.400 $7.390 $7.440 $8.780
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income 0.137 0.109 0.104 0.052 0.041
Net realized and unrealized gain (loss) 1.395 (0.111) 1.282 (0.044) 0.167
----- ------- ----- ------- -----
Total from Investment Operations 1.532 (0.002) 1.386 0.008 0.208
----- ------- ----- ----- -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income (0.151) (0.103) (0.094) (0.058) (0.048)
From net realized gain on investments (0.501) (0.245) (0.282) 0.000 0.000
------- ------- ------- ----- -----
Total Distributions Declared to Shareholders (0.652) (0.348) (0.376) (0.058) (0.048)
------- ------- ------- ------- -------
Net asset value - End of period $8.930 $8.050 $8.400 $7.390 $8.940
====== ====== ====== ====== ======
Total return(e) 20.84% (0.04)% 19.38% (0.31)%(f) 2.02%(f)
===== ====== ===== ====== ====
RATIOS TO AVERAGE NET ASSETS
Expenses 1.93% 1.89% 1.85% 1.84%(g) 0.93%(g)
Net investment income 1.66% 1.32% 1.19% 1.77%(g) 2.66%(g)
Portfolio turnover 66% 54% 14% 37% 66%
Net assets at end of period (000) $353,831 $264,122 $124,161 $15,582 $3,659
_________________________________

(a) Per share data were calculated using average shares outstanding during the
period.
(b) All per share amounts have been restated to reflect the 3-for-1 stock split
effective December 10, 1993.
(c) Class B shares were initially offered on May 5, 1992. Per share amounts
reflect activity from that date.
(d) Class Z shares were initially offered on July 31, 1995. Per share amounts
reflect activity from that date.
(e) Total return at net asset value assuming all distributions reinvested
and no initial sales charge or contingent deferred sales charge.
(f) Not annualized.
(g) Annualized.
</TABLE>

Further performance information is contained in the Fund's Annual Report to
shareholders, which is obtainable without charge by calling 1-800-248-2828.

THE FUND'S INVESTMENT OBJECTIVES

The Fund seeks primarily income and capital growth and, secondarily, capital
preservation.

HOW THE FUND PURSUES ITS OBJECTIVES AND CERTAIN RISK FACTORS

1. Earnings yield equals or exceeds the average yield to maturity of the
five most recently issued, actively traded long-term U.S. government
bonds; or

2. Dividend yield equals or exceeds 66% of the prevailing average yield to
maturity of the five most recently issued, actively traded long-term
U.S. government bonds; or

Up to 5% of the Fund's net assets may be invested in common stocks not meeting
any of the foregoing criteria at the time of purchase.

Other. The Fund may not always achieve its investment objectives. The Fund's
investment objectives and non-fundamental policies may be changed without
shareholder approval. The Fund will notify investors at least 30 days prior to
any material change in the Fund's investment objectives. If there is a change in
the investment objectives shareholders should consider whether the Fund remains
an appropriate investment in light of their financial position and needs. The
Fund's fundamental policies listed in the Statement of Additional Information
cannot be changed without the approval of a majority of the Fund's outstanding
voting securities. Additional information concerning certain of the securities
and investment techniques described above is contained in the Statement of
Additional Information.

HOW THE FUND MEASURES ITS PERFORMANCE

Performance may be quoted in sales literature and advertisements. Average annual
total returns are calculated in accordance with the Securities and Exchange
Commission's formula and assume the reinvestment of all distributions. Other
total returns differ from average annual total return only in that they may
relate to different time periods and may represent aggregate as opposed to
average annual total returns.

Yield, which differs from total return because it does not consider changes in
net asset value, is calculated in accordance with the Securities and Exchange
Commission's formula. Distribution rate is calculated by dividing the most
recent quarter's distributions, annualized, by the net asset value at the end of
the quarter. Performance may be compared to various indices. Quotations from
various publications may be included in sales literature and advertisements. See
"Performance Measures" in the Statement of Additional Information for more
information. All performance information is historical and does not predict
future results.

HOW THE FUND IS MANAGED

The Trustees formulate the Fund's general policies and oversee the Fund's
affairs as conducted by the Adviser.

The Adviser is a subsidiary of The Colonial Group, Inc. Colonial Investment
Services, Inc. (Distributor) is a subsidiary of the Adviser and serves as the
distributor for the Fund's shares. The Colonial Group, Inc. is the parent of
Colonial Investors Service Center, Inc. (Transfer Agent), an affiliate of the
Adviser, serves as the shareholder services and transfer agent for the Fund. The
Colonial Group, Inc. is a direct subsidiary of Liberty Financial Companies, Inc.
which is in turn an indirect subsidiary of Liberty Mutual Insurance Company
(Liberty Mutual). Liberty Mutual is considered to be the controlling entity of
the Adviser and its affiliates. Liberty Mutual is an underwriter of workers'
compensation insurance and a property and casualty insurer in the U.S.

Daniel Rie, Senior Vice President and Director of the Adviser and head of the
Equity Group, has managed the Fund since 1993 and has managed various other
Colonial equity funds since 1986.

Each of the foregoing fees is subject to any reimbursement or fee waiver to
which the Adviser may agree.

HOW THE FUND VALUES ITS SHARES

Per share net asset value is calculated by dividing the total net asset value
attributable to Class Z shares by the number of Class Z shares outstanding.
Shares are valued as of the close of the New York Stock Exchange (Exchange) each
day the Exchange is open. Portfolio securities for which market quotations are
readily available are valued at market. Short-term investments maturing in 60
days or less are valued at amortized cost when it is determined, pursuant to
procedures adopted by the Trustees, that such cost approximates market value.
All other securities and assets are valued at fair value following procedures
adopted by the Trustees.

DISTRIBUTIONS AND TAXES

The Fund intends to qualify as a "regulated investment company" under the
Internal Revenue Code and to distribute to shareholders virtually all net income
and any net realized gain at least annually.

The Fund generally declares and pays income distributions quarterly.
Distributions are invested in additional Class Z shares 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 to shareholders
but will be invested in additional Class Z shares at net asset value. To change
your election, call the Transfer Agent for information.

Whether you receive distributions in cash or in additional Fund shares, you must
report them as taxable income unless you are a tax-exempt institution. If you
buy shares shortly before a distribution is declared, the distribution will be
taxable although it is in effect a partial return of the amount invested. Each
January, information on the amount and nature of distributions for the prior
year is sent to shareholders.

HOW TO BUY SHARES

Class Z shares are offered continuously at net asset value without a sales
charge. Orders received in good form prior to the time at which the Fund values
its shares (or placed with a financial service firm before such time and
transmitted by it before the Fund processes that day's share transactions) will
be processed based on that day's closing net asset value. Certificates will not
be issued for Class Z shares. The Fund may refuse any purchase order for its
shares. See the Statement of Additional Information for more information.

Shareholder Services. A variety of shareholder services are available. For more
information about these services or your account, call 1-800-345-6611. A
shareholder's manual explaining all available services will be provided upon
request.

Other Classes of Shares. In addition to Class Z shares, the Fund offers three
other classes of shares through a separate Prospectus. Class A shares are
offered at net asset value plus a maximum 5.75% sales charge imposed at the time
of purchase, and are subject to an ongoing 0.25% annual Rule 12b-1 fee and a
1.00% contingent deferred sales charge on certain redemptions made within 18
months after purchase. Class B shares are offered at net asset value and are
subject to a 1.00% annual Rule 12b-1 fee and a contingent deferred sales charge
on redemptions made within six years after purchase. The contingent deferred
sales charge is 5.00% on redemptions made in year one, and declines to zero
after six years. Class B shares convert to Class A after approximately eight
years. The maximum purchase amount allowed for Class B shares is $250,000.
Purchases of more than $250,000 must be for Class A shares.

Other than the sales charges and Rule 12b-1 fees described above, the fees and
expenses relating to Classes A and B are the same as those for Class Z shares.

Classes A and B are exchangeable into the same class of any other Colonial fund
offering such class. Class Z shares are exchangeable into the Class Z shares of
any other Colonial fund offering Class Z so long as the investor is eligible to
purchase the Class Z shares of that fund. Class Z shares otherwise are
exchangeable into the Class A shares of the other Colonial funds.

Which Class is more beneficial to an investor depends on the amount and intended
length of the investment. In general, anyone eligible to purchase Class Z shares
should do so.

Financial service firms may receive different compensation rates for selling
different classes of shares. The Distributor may pay additional compensation to
financial service firms which have made or may make significant sales. Initial
or contingent deferred sales charges may be reduced or eliminated for certain
persons or organizations purchasing Fund shares alone or in combination with
certain other Colonial funds. See the Statement of Additional Information for
more information.

HOW TO SELL SHARES

Shares may be sold on any day the Exchange is open, either directly to the Fund
or through your financial service firm. Sale proceeds generally are sent within
seven days (usually on the next business day after your request is received in
good form). However, for shares recently purchased by check, the Fund will send
proceeds as soon as the check has cleared (which may take up to 15 days).

Selling Shares Directly To The Fund. Send a signed letter of instruction or
stock power form to the Transfer Agent, along with any certificates for shares
to be sold. The sale price is the net asset value 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. Stock
power forms are available from your financial service firm, the Transfer Agent
and many banks. Additional documentation is required for sales by corporations,
agents, fiduciaries, surviving joint owners and individual retirement account
holders. For details contact:

Colonial Investors Service Center, Inc.
P.O. Box 1722
Boston, MA 02105-1722
1-800-345-6611

Selling Shares Through Financial Service Firms. Financial service firms 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 the Transfer Agent and may charge for this service.

General. The sale of shares is a taxable transaction for income tax purposes.
See the Statement of Additional Information for more information. Under unusual
circumstances, the Fund may suspend repurchases or postpone payment for up to
seven days or longer, as permitted by federal securities law. In June of any
year, the Fund may deduct $10 (payable to the Transfer Agent) from accounts
valued at less than $1,000 unless the account value has dropped solely as a
result of share value depreciation.

Shareholders will receive 60 days' written notice to increase the account value
before the fee is deducted.

HOW TO EXCHANGE SHARES

The only other Colonial funds which currently offer Class Z shares are the
Colonial Newport Tiger Fund and Colonial Small Stock Fund. Class Z shares may be
exchanged at net asset value into the Class Z shares of any other Colonial fund
offering Class Z so long as the investor is eligible to purchase the Class Z
shares of that fund. Class Z shares otherwise are exchangeable at net asset
value into the Class A shares of any other Colonial fund. If a Class Z
shareholder exchanges into another Colonial fund and then exchanges back to the
Fund, the latter exchange may be made into the Fund's Class Z shares only if the
shareholder continues to own Class Z shares at the time. If not, the latter
exchange will be made into Class A shares. Carefully read the prospectus of the
fund into which you are exchanging before submitting the request. Call
1-800-248-2828 to receive a prospectus and an exchange authorization form. Call
1-800-422-3737 to exchange shares by telephone. An exchange is a taxable capital
transaction. The exchange service may be changed, suspended or eliminated on 60
days' written notice.

TELEPHONE TRANSACTIONS

ORGANIZATION AND HISTORY

The Fund was organized in 1986 as successor to a corporation organized in 1904.
It is a series of the Trust, which 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 purposes such as electing Trustees or
approving a management contract. Shareholders receive one vote for each Fund
share. Shares of the Trust vote together except when required by law to vote
separately by fund or by class. Shareholders owning in the aggregate ten percent
of Trust shares may call meetings to consider removal of Trustees. Under certain
circumstances, the Trust will provide information to assist shareholders in
calling such a meeting. See the Statement of Additional Information.

Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of the Fund. However, the Trust's
Declaration of Trust (Declaration) disclaims shareholder liability for acts or
obligations of the Fund and the Trust and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by the Fund or the Trust's Trustees. The Declaration provides for
indemnification out of Fund property for all loss and expense of any shareholder
held personally liable for the obligations of the Fund. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances (which are considered remote) in which the Fund would
be unable to meet its obligations and the disclaimer was inoperative.

Investment Adviser

Colonial Management Associates, Inc.
One Financial Center
Boston, MA 02111-2621

Distributor
Colonial Investment Services, Inc.
One Financial Center
Boston, MA 02111-2621

Custodian
Boston Safe Deposit and Trust Company
One Boston Place
Boston, MA 02108

Shareholder Services and Transfer Agent
Colonial Investors Service Center, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-345-6611

Independent Accountants
Price Waterhouse LLP
160 Federal Street
Boston, MA 02110-2624

Legal Counsel
Ropes & Gray
One International Place
Boston, MA 02110-2624

Your financial service firm is:

Printed in U.S.A.

February 28, 1996

THE COLONIAL FUND

CLASS Z SHARES

Prospectus

The Colonial Fund seeks primarily income and capital growth and, secondarily,
capital preservation.

For more detailed information about the Fund call the Adviser at 1-800-248-2828
for the February 28, 1996 Statement of Additional Information.

FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED, ENDORSED OR
INSURED BY, ANY BANK OR GOVERNMENT AGENCY.

[Colonial Flag Logo]
Colonial
Mutual Funds
One Financial Center
Boston, Massachusetts
02111-2621
617-426-3750

THE COLONIAL FUND
Statement of Additional Information
February 28, 1996

This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectus of The Colonial
Fund (Fund). This SAI is not a prospectus and is authorized for distribution
only when accompanied or preceded by the Prospectus of the Fund dated February
28, 1996. The SAI should be read together with the Prospectus. Investors may
obtain a free copy of the Prospectus from Colonial Investment Services, Inc.,
One Financial Center, Boston, MA 02111-2621.

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

TABLE OF CONTENTS

Part 1 Page
Definitions b
Investment Objectives and Policies b
Fundamental Investment Policies b
Other Investment Policies b
Portfolio Turnover c
Fund Charges and Expenses c
Investment Performance f
Custodian g
Independent Accountants g

Part 2

Miscellaneous Investment Practices 1
Taxes 10
Management of the Colonial Funds 12
Determination of Net Asset Value 17
How to Buy Shares 18
Special Purchase Programs/Investor Services 18
Programs for Reducing or Eliminating Sales Charges 19
How to Sell Shares 22
Distributions 23
How to Exchange Shares 23
Suspension of Redemptions 24
Shareholder Meetings 24
Performance Measures 24
Appendix I 26
Appendix II 29

TF-16/728B-0196

Part 1

THE COLONIAL FUND
Statement of Additional Information
February 28, 1996

DEFINITIONS
"Trust" Colonial Trust III
"Fund" The Colonial Fund
"Adviser" Colonial Management Associates, Inc.,
the Fund's investment adviser
"CISI" Colonial Investment Services Inc.,
the Fund's distributor
"CISC" Colonial Investors Service Center, Inc.,
the Fund's investor services and
transfer agent

INVESTMENT OBJECTIVES AND POLICIES
The Fund's Prospectus describes its investment objectives and investment
policies. Part 1 of this SAI includes additional information concerning, among
other things, the fundamental investment policies of the Fund. Part 2 contains
additional information about the following securities and investment techniques
that are described or referred to in the Prospectus.

Short-Term Trading
Foreign Securities
Written Options (calls on common stock, puts and calls on foreign
currencies) Foreign Currency Transactions Securities Loans
Repurchase Agreements

Except as described 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:
1. Issue senior securities only through borrowing money from banks for
temporary or emergency purposes up to 10% of its net assets; however, it
will not purchase additional portfolio securities while borrowings exceed
5% of net assets;
2. Only own real estate acquired as the result of owning securities and not
more than 5% of total assets;
3. Invest up to 10% of its net assets in illiquid assets;
4. 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;
5. Underwrite securities issued by others only when disposing of portfolio
securities;
6. Make loans through lending of securities not exceeding 30% of total
assets, through the purchase of debt instruments or similar evidences of
indebtedness typically sold privately to financial institutions and
through repurchase agreements; and
7. 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.

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 it may receive short-term credit to
clear securities transactions and may make initial or maintenance margin
deposits in connection with futures transactions;
2. Have a short securities position, unless the Fund owns, or owns rights
(exercisable without payment) to acquire, an equal amount of
such securities;
3. Own securities of any company if the Fund knows that officers and
Trustees of the Trust or officers and directors of the Adviser who
individually own more than 0.5% of such securities together own more than
5% of such securities;
4. Invest in interests in oil, gas or other mineral exploration or
development programs, including leases;
5. Purchase any security resulting in the Fund having more than 5% of its
total assets invested in securities
of companies (including predecessors) less than three years old;
6. Pledge more than 33% of its total assets;
7. Purchase any security if, as a result of such purchase, more than 10%
of its total assets would then be
invested in securities which are restricted as to disposition;
8. Purchase or sell real estate (including limited partnership interests)
although it may purchase and sell (a) securities which are secured by
real estate and (b) securities of companies which invest or deal in real
estate; provided, however, that nothing in this restriction shall limit
the Fund's ability to acquire or take possession of or sell real estate
which it has obtained as a result of enforcement of its rights and
remedies in connection with securities it otherwise is permitted to
acquire; and
9. Invest in warrants if, immediately after giving effect to any such
investment, the Fund's aggregate investment in warrants, valued at the
lower of cost or market, would exceed 5% of the value of the Fund's net
assets. Included within that amount, but not to exceed 2% of the value of
the Fund's net assets, may be warrants which are not listed on the New
York Stock Exchange or the American Stock Exchange. Warrants acquired by
the Fund in units or attached to securities will be deemed to be without
value.

PORTFOLIO TURNOVER
Years ended
October 31
1995 1994
---- ----
66% 54%
FUND CHARGES AND EXPENSES
Under the Fund's management agreement, the Fund pays the Adviser a monthly fee
based on the average daily net assets of the Fund at the annual rate of 0.55%.

Recent Fees paid to the Adviser, CISI and CISC (in thousands)

Years Ended October 31
1995 1994 1993
---- ---- ----
Management fee $5,006 $4,102 $2,957
Bookkeeping fee 328 270 198
Shareholder service
and transfer agent fee 2,685 2,143 1,556
12b-1 fees:
Service fee (Class A) 1,379 1,661 963
Service fee (Class B) 749 * *
Distribution fee (Class B) 2,254 1,528 470

* Combined in Class A Service fees above.

Brokerage Commissions (in thousands)
1995 1994 1993
---- ---- ----
Total commissions $ 1,471 $ 1,080 $ 329
Directed transactions(a) $19,414 $66,091 $68,445
Commissions on directed transactions $ 29 $ 90 $ 101

(a) See "Management of the Colonial Funds-Portfolio Transactions-Brokerage
and Research Services" in Part 2 of this SAI.

Trustees Fees
For the fiscal year ended October 31, 1995, and the calendar year ended December
31, 1995, the Trustees received the following compensation for serving as
Trustees:
<TABLE>
<CAPTION>

Total Compensation
Aggregate From Trust and
Compensation Pension or Fund Complex Paid To
From Fund for Retirement Benefits Estimated Annual The Trustees For
Fiscal Year Ended Accrued As Part of Benefits Upon Calendar Year Ended
Trustee October 31, 1995 Fund Expense Retirement December 31, 1995(b)
- ------- ---------------- ------------ ---------- --------------------

<S> <C> <C> <C> <C>
Robert J. Birnbaum $3,233 ----- ----- $ 71,250
Tom Bleasdale 4,945 (c) ----- ----- 98,000 (d)
Lora S. Collins 4,883 ----- ----- 91,000
James E. Grinnell 3,229 ----- ----- 71,250
William D. Ireland, Jr. 5,453 ----- ----- 113,000
Richard W. Lowry 3,230 ----- ----- 71,250
William E. Mayer 4,598 ----- ----- 91,000
John A. McNeice, Jr. 0 ----- ----- ----
James L. Moody, Jr. 5,340(e) ----- ----- 94,500 (f)
John J. Neuhauser 4,598 ----- ----- 91,000
George L. Shinn 5,102 ----- ----- 102,500
Robert L. Sullivan 5,081 ----- ----- 101,000
Sinclair Weeks, Jr. 5,663 ----- ----- 112,000

(b) At December 31, 1995, the Colonial Funds complex consisted of 33
open-end and 5 closed-end management investment company portfolios.
(c) Includes $2,456 payable in later years as deferred compensation.
(d) Includes $49,000 payable in later years as deferred compensation.
(e) Includes $4,054 payable in later years as deferred compensation.
(f) Total compensation of $94,500 for the calendar year ended December 31,
1995 will be payable in later years as deferred compensation.
</TABLE>

The following table sets forth the amount of compensation paid to Messrs.
Birnbaum, Grinnell and Lowry in their capacities as Trustees of the Liberty
All-Star Equity Fund and Liberty All-Star Growth Fund, Inc. (formerly known as
The Charles Allmon Trust, Inc.) (together, Liberty Funds I) for service during
the calendar year ended December 31, 1995, and of Liberty Financial Trust (now
known as Colonial Trust VII) and LFC Utilities Trust (together, Liberty Funds
II) for the period January 1, 1995 through March 26, 1995 (g):

Total Compensation Total Compensation
From Liberty Funds II For From Liberty Funds I For
The Period January 1, 1995 The Calendar Year Ended
Trustee through March 26, 1995 December 31, 1995 (h)
- ------- ---------------------- ---------------------

Robert J. Birnbaum(i) $2,900 $16,675
James E. Grinnell(i) 2,900 22,900
Richard W. Lowry(i) 2,900 26,250 (j)

(g) On March 27, 1995, four of the portfolios in the Liberty Financial Trust
(now known as Colonial Trust VII) were merged into existing Colonial
funds and a fifth was reorganized as a new portfolio of the Trust. Prior
to their election as Trustees of the Colonial Funds, Messrs. Birnbaum,
Grinnell and Lowry served as Trustees of Liberty Funds II and continue
to serve as Trustees of Liberty Funds I.
(h) At December 31, 1995, the Liberty Funds I were advised by Liberty Asset
Management Company (LAMCO). LAMCO is an indirect wholly-owned
subsidiary of Liberty Financial Companies, Inc. (an
intermediate parent of the Adviser).
(i) Elected as a Trustee of the Colonial Funds complex on April 21, 1995.
(j) Includes $3,500 paid to Mr. Lowry for service as Trustee of Liberty
Newport World Portfolio (formerly known as Liberty All-Star World
Portfolio) (Liberty Newport) during the calendar year ended December 31,
1995. At December 31, 1995, Liberty Newport was managed by Newport
Pacific Management, Inc. and Stein Roe & Farnham Incorporated, each an
affiliate of the Adviser.

Ownership of the Fund
At January 31, 1996, the officers and Trustees of the Trust as a group
beneficially owned less than 1% of the Class A and Class B shares then
outstanding. Also on January 31, 1996, the officers and Trustees of the Trust as
a group beneficially owned 658,817 Class Z shares representing 54.87% of the
then outstanding shares. Messrs. Scoon and Stern, who are officers of the Trust,
held 646,488 Class Z shares, representing 53.84% of the then outstanding shares.
This holding consisted entirely of shares held by them as co-Trustees of The
Colonial Group, Inc. Profit-Sharing Plan Trust with respect to which they share
investment and voting power.

At January 31, 1996, the officers and Trustees of the Trust as a group
beneficially owned less than 1% of the Class B shares.

At January 31, 1996, Merrill Lynch, Pierce, Fenner & Smith, 4800 Deer Lake
Drive, Jacksonville, FL 32216 owned of record 2,568,157 Class B shares
representing 5.77% of the then outstanding shares of such Class.

At January 31, 1996, Liberty Northwest Insurance Corporation, 825 N.E. Multnomah
Street, Suite 2000, Portland, OR 97232 owned of record 541,939 Class Z shares
representing 45.13% of the then outstanding shares of such Class.

At January 31, 1996 there were 45,439 Class A, 33,155 Class B and 3 Class Z
shareholders of record of the Fund.

Sales Charges (in thousands)

Class A Shares
Years ended October 31
1995 1994 1993
---- ---- ----
Aggregate initial sales charges on
Fund share sales $1,202 $2,500 $2,382
Initial sales charges retained by CISI $ 190 $ 255 $ 378

Class B Shares
1995 1994 1993
---- ---- ----
Aggregate contingent deferred sales
charges (CDSC) on Fund redemptions
retained by CISI $878 $513 $66

12b-1 Plans, CDSCs and Conversion of Shares
The Fund offers three classes of shares - Class A, Class B and Class Z. The Fund
may in the future offer other classes of shares. The Trustees have approved
12b-1 plans (Plans) pursuant to Rule 12b-1 under the Act for Classes A and B.
Under the Plans, the Fund pays CISI an annual service fee of 0.15% of the Fund's
average net assets attributable to Class A shares outstanding prior to April 1,
1989 and 0.25% of the Fund's average net assets attributable to shares of each
Class issued thereafter. The Fund also pays CISI a distribution fee not to
exceed 0.75% of average net assets attributable to its Class B shares. CISI 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
CISI's expenses, CISI may realize a profit from the fees.

The Plans authorize any other payments by the Fund to CISI and its affiliates
(including the Adviser) to the extent that such payments might be construed to
be indirectly financing the distribution of Fund shares.

The Trustees believe the Plans could be a significant factor in the growth and
retention of the Fund's assets resulting in more advantageous expense ratios and
increased investment flexibility which could benefit each class of Fund
shareholders. The Plans 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 Fund and
have no direct or indirect financial interest in the operation of the Plans or
in any agreements related to the Plans (Independent Trustees), cast in person at
a meeting called for the purpose of voting on the Plans. The Plans 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 Plans must be approved by the Trustees in the manner
provided in the foregoing sentence. The Plans 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 Plans will only be effective if the selection and nomination of the
Trustees who are non-interested Trustees is effected by such non-interested
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 of 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.

Approximately 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 CISI relating to the Fund for
the fiscal year ended October 31, 1995, were as follows:

Class A Class B
Fees to FSFs $1,337 $2,513
Cost of sales material relating to the Fund
(including $ 107 $ 171
printing and mailing expenses)
Allocated travel, entertainment and other
promotional expenses (including advertising) $ 220 $ 333

INVESTMENT PERFORMANCE
The Fund's Class A, Class B and Class Z yields for the month ended October 31,
1995 were 1.92%, 1.29% and 0.00%, respectively.

The Fund's Class A average annual total returns at October 31, 1995 were as
follows:
1 year 5 years 10 years
------ ------- --------
With sales charge of 5.75% 14.72% 14.86% 12.80%
Without sales charge 21.72% 16.23% 13.47%

The Fund's Class B total returns at October 31, 1995 were as follows:

May 5, 1992
(Class B shares initially offered)
1 year through October 31, 1995
------ ------------------------
With applicable CDSC 15.84% (5.00% CDSC) 10.28% (3.00% CDSC)
Without CDSC 20.84% 10.95%

The Funds Class Z total return
at October 31, 1995 was as follows:

July 31, 1995 (Class Z shares initially
offered)
through October 31, 1995
---------------------------------------
2.02%

The Fund's Class A, Class B and Class Z distribution rates at October 31, 1995,
based on the previous calendar quarter's distributions, annualized, and the
maximum offering price at the end of the quarter, were 1.90%, 1.27% and 2.17%,
respectively.

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

CUSTODIAN
Boston Safe Deposit and Trust Company 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
Price Waterhouse LLP are the Fund's independent accountants providing audit and
tax return preparation services and assistance and consultation in connection
with the review of various SEC filings. The financial statements incorporated by
reference in this SAI and the financial highlights included in the Prospectus
have been so included, in reliance upon the report of Price Waterhouse LLP given
on the authority of said firm as experts in accounting and auditing.

The financial statements and Report of Independent Accountants appearing on
pages 6 through 25 of the October 31, 1995 Annual Report, are incorporated in
this SAI by reference.

STATEMENT OF ADDITIONAL INFORMATION

PART 2

The following information applies generally to most Colonial funds.
"Colonial funds" or "funds" include each series of Colonial Trust I,
Colonial Trust II, Colonial Trust III, Colonial Trust IV, Colonial
Trust V, Colonial Trust VI and Colonial Trust VII. In certain cases,
the discussion applies to some but not all of the Colonial 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 Statement lists on page b which of the following
investment practices are available to your Fund.

Short-Term Trading
In seeking the fund's investment objective, the Adviser will buy or
sell portfolio securities whenever it believes it is appropriate.
The Adviser'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 Adviser considers a change in the fund's
portfolio.

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

1 the market price is likely to be more volatile because:
.

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

b the secondary market may at times become less liquid or
. respond to adverse publicity or investor perceptions,
increasing the difficulty in valuing or disposing of the
bonds;

c existing or future legislation limits and may further limit
. (i) investment by certain institutions or (ii) tax
deductibility of the interest by the issuer, which may
adversely affect value; and

d certain lower rated bonds do not pay interest in cash on a
. current basis. However, the fund will accrue and distribute
this interest on a current basis, and may have to sell
securities to generate cash for distributions.

2 the fund's achievement of its investment objective is more
. dependent on the Adviser's credit analysis.

3 lower rated bonds are less sensitive to interest rate changes,
. but are more sensitive to adverse economic developments.

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.
Investments in foreign securities can involve other risks different
from those affecting U.S. investments, including local political or
economic developments, expropriation or nationalization of assets and
imposition of withholding taxes on dividend or interest payments.
Foreign securities, like other assets of the fund, will be held by
the fund's custodian or by a subcustodian or depository. See also
"Foreign Currency Transactions" below.

The fund may invest in certain Passive Foreign Investment Companies
(PFICs) which may be subject to U.S. federal income tax on a portion
of any "excess distribution" or gain (PFIC tax) related to the
investment. The PFIC tax is the highest ordinary income rate and it
could be increased by an interest charge on the deemed tax deferral.

The fund may possibly elect to include in its income its pro rata
share of the ordinary earnings and net capital gain of PFICs. This
election requires certain annual information from the PFICs which in
many cases may be difficult to obtain. An alternative election would
permit the fund to recognize as income any appreciation (but not
depreciation) on its holdings of PFICs as of the end of its fiscal
year.

Zero Coupon Securities (Zeros)
The fund may invest in debt securities which do not pay interest, but
instead are issued at a deep discount from par. The value of the
security increases over time to reflect the interest accreted. The
value of these securities may fluctuate more than similar securities
which are issued at par and pay interest periodically. Although
these securities pay no interest to holders prior to maturity,
interest on these securities is reported as income to the fund and
distributed to its shareholders. These distributions must be made
from the fund's cash assets or, if necessary, from the proceeds of
sales of portfolio securities. The fund will not be able to purchase
additional income producing securities with cash used to make such
distributions and its current income ultimately may be reduced as a
result.

Step Coupon Bonds (Steps)
The fund may invest in debt securities which do not pay interest for
a stated period of time and then pay interest at a series of
different rates for a series of periods. In addition to the risks
associated with the credit rating of the issuers, these securities
are subject to the volatility risk of zero coupon bonds for the
period when no interest is paid.

Pay-In-Kind (PIK) Securities
The fund may invest in securities which pay interest either in cash
or additional securities at the issuer's option. 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
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 are 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
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 high-grade debt
obligations 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 Adviser deems
it appropriate to do so. The fund may realize short-term profits or
losses 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 not exceed the
return earned by the fund from the transaction.

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 a 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 Adviser
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 Adviser, 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.

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 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 Adviser 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 Adviser deems it
desirable to do so. Although the fund will take an option position
only if the Adviser believes there is a liquid secondary market for
the option, there is no assurance that the fund will be able to
effect closing transactions at any particular time or at an
acceptable price.

If a secondary trading market in options were to become unavailable,
the fund could no longer engage in closing transactions. Lack of
investor interest might adversely affect the liquidity of the market
for particular options or series of options. A marketplace may
discontinue trading of a particular option or options generally. In
addition, a market could become temporarily unavailable if unusual
events -- such as volume in excess of trading or clearing capability
- -- were to interrupt normal market operations.

A marketplace may at times find it necessary to impose restrictions
on particular types of options transactions, which may limit the
fund's ability to realize its profits or limit its losses.

Disruptions in the markets for the securities underlying options
purchased or sold by the fund could result in losses on the options.
If trading is interrupted in an underlying security, the trading of
options on that security is normally halted as well. As a result,
the fund as purchaser or writer of an option will be unable to close
out its positions until options trading resumes, and it may be faced
with losses if trading in the security reopens at a substantially
different price. In addition, the Options Clearing Corporation (OCC)
or other options markets may impose exercise restrictions. If a
prohibition on exercise is imposed at the time when trading in the
option has also been halted, the fund as purchaser or writer of an
option will be locked into its position until one of the two
restrictions has been lifted. If a prohibition on exercise remains
in effect until an option owned by the fund has expired, the fund
could lose the entire value of its option.

Special risks are presented by internationally-traded options.
Because of time differences between the United States and various
foreign countries, and because different holidays are observed in
different countries, foreign options markets may be open for trading
during hours or on days when U.S. markets are closed. As a result,
option premiums may not reflect the current prices of the underlying
interest in the United States.

Futures Contracts and Related Options
Upon entering into futures contracts, in compliance with the SEC's
requirements, cash, cash equivalents or high-grade debt 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. For example, if a fund investing primarily in
foreign equity securities enters into a contract denominated in a
foreign currency, the fund will segregate cash, cash equivalents or
high-grade debt securities equal in value to the difference between
the fund's obligation under the contract and the aggregate value of
all readily marketable equity securities denominated in the
applicable foreign currency held by the fund.

A futures contract sale creates an obligation by the seller to
deliver the type of instrument called for in the contract in a
specified delivery month for a stated price. A futures contract
purchase creates an obligation by the purchaser to take delivery of
the type of instrument called for in the contract in a specified
delivery month at a stated price. The specific instruments delivered
or taken at settlement date are not determined until on or near that
date. The determination is made in accordance with the rules of the
exchanges on which the futures contract was made. Futures contracts
are traded in the United States only on commodity exchange or boards
of trade -- known as "contract markets" -- approved for such trading
by the Commodity Futures Trading Commission (CFTC), and must be
executed through a futures commission merchant or brokerage firm
which is a member of the relevant contract market.

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 equivalents 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
Adviser `s ability to predict correctly movements in the direction of
interest rates and other factors affecting securities markets.

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

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

To reduce or eliminate a hedge position held by the fund, the fund
may seek to close out a position. The ability to establish and close
out positions will be subject to the development and maintenance of a
liquid secondary market. It is not certain that this market will
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 U.S. Treasury security futures contracts
and options. The fund investing in tax-exempt securities issued by a
governmental entity may purchase and sell futures contracts and
related options on U.S. Treasury securities when, in the opinion of
the Adviser, price movements in Treasury security futures and related
options will correlate closely with price movements in the tax-exempt
securities which are the subject of the hedge. U.S. Treasury
securities futures contracts require the seller to deliver, or the
purchaser to take delivery of, the type of U.S. Treasury security
called for in the contract at a specified date and price. Options on
U.S. Treasury security futures contracts give the purchaser the right
in return for the premium paid to assume a position in a U.S.
Treasury 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 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 Adviser 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 the index futures by the fund for hedging purposes
is also subject to the Adviser's ability to predict correctly
movements in the direction of the market. It is possible that, where
the fund has sold futures to hedge its portfolio against a decline in
the market, the index on which the futures are written may advance
and the value of securities held in the fund's portfolio may decline.
If this occurs, the fund would lose money on the futures and also
experience a decline in the value in its portfolio securities.
However, while this could occur to a certain degree, the Adviser
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 valued of those securities that it has
hedged because it will have offsetting losses in its futures
positions. In addition, in such situations, if the fund has
insufficient cash, it may have to sell securities to meet daily
variation margin requirements.

In addition to the possibility that there may be an imperfect
correlation, or no correlation at all, between movements in the index
futures and the securities of the portfolio being hedged, the prices
of index futures may not correlate perfectly with movements in the
underlying index due to certain market distortions. First, all
participants in the futures markets are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin
deposit requirements, investors may close futures contracts through
offsetting transactions which would distort the normal relationship
between the index and futures markets. Second, margin requirements
in the futures market are less onerous than margin requirements in
the securities market, and as a result the futures market may attract
more speculators than the securities market. Increased participation
by speculators in the futures market may also cause temporary price
distortions. Due to the possibility of price distortions in the
futures market and also because of the imperfect correlation between
movements in the index and movements in the prices of index futures,
even a correct forecast of general market trends by the Adviser 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.

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, cash
equivalents or high-grade debt 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. For
example, if a fund investing primarily in foreign equity securities
enters into a contract denominated in a foreign currency, the fund
will segregate cash, cash equivalents or high-grade debt securities
equal in value to the difference between the fund's obligation under
the contract and the aggregate value of all readily marketable equity
securities denominated in the applicable foreign currency held by the
fund.

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
Adviser believes that a liquid secondary market exists for such
options. There can be no assurance that a liquid secondary market
will exist for a particular option at any specified time. Currency
options are affected by all of those factors which influence exchange
rates and investments generally. To the extent that these options
are traded over the counter, they are considered to be illiquid by
the SEC staff.

The value of any currency, including the U.S. dollars, may be
affected by complex political and economic factors applicable to the
issuing country. In addition, the exchange rates of currencies (and
therefore the values of currency options) may be significantly
affected, fixed, or supported directly or indirectly by government
actions. Government intervention may increase risks involved in
purchasing or selling currency options, since exchange rates may not
be free to fluctuate in respect to other market forces.

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

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

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

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.

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.

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.

TAXES
All discussions of taxation at the shareholder level relate to
federal taxes only. Consult your tax adviser for state and local tax
considerations and for information about special tax considerations
that may apply to shareholders that are not natural persons.

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.

Return of Capital Distributions. To the extent that a distribution
is a return of capital for federal tax purposes, it reduces the cost
basis of the shares on the record date and is similar to a partial
return of the original investment (on which a sales charge may have
been paid). There is no recognition of a gain or loss, however,
unless the return of capital reduces the cost basis in the shares to
below zero.

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 advisers 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.

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 than 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 alternative minimum tax (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 net long-term
gains will in general be taxable to shareholders as long-term capital
gains regardless of the length of time fund shares are held.

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 a
fund.

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 a fund's
investments other than tax-exempt instruments may give rise to
taxable income. A 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 that borrows money to purchase a fund's
shares will not be able to deduct the interest paid with respect to
such borrowed money.

Sales of Shares. In general, any gain or loss realized upon a
taxable disposition of shares by a shareholder will be treated as
long-term capital gain or loss if the shares have been held for more
than twelve months, and otherwise as short-term capital gain or loss
assuming such shares are held as a capital asset. 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, CISC 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 Adviser, 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 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 securities or currencies; (b) derive
less than 30% of its gross income from the sale or other disposition
of certain assets held less than three months; (c) 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 assets is invested in the securities of any issuer
(other than U.S. Government securities).

Futures Contracts. Accounting for futures contracts will be in
accordance with generally accepted accounting principles. The amount
of any realized gain or loss on the closing out of a futures contract
will result in a capital gain or loss for tax purposes. In addition,
certain futures contracts held by the fund (so-called "Section 1256
contracts") will be required to be "marked-to-market" (deemed sold)
for federal income tax purposes at the end of each fiscal year.
Sixty percent of any net gain or loss recognized on such deemed sales
or on actual sales will be treated as long-term capital gain or loss,
and the remainder will be treated as short-term capital gain or loss.

However, if a futures contract is part of a "mixed straddle" (i.e., a
straddle comprised in part of Section 1256 contracts), a fund may be
able to make an election which will affect the character arising from
such contracts as long-term or short-term and the timing of the
recognition of such gains or losses. In any event, the straddle
provisions described below will be applicable to such mixed
straddles.

Special Tax Rules Applicable to "Straddles". The straddle provisions
of the Code may affect the taxation of the fund's options and futures
transactions and transactions in securities to which they relate. A
"straddle" is made up of two or more offsetting positions in
"personal property," including debt securities, related options and
futures, equity securities, related index futures and, in certain
circumstances, options relating to equity securities, and foreign
currencies and related options and futures.

The straddle rules may operate to defer losses realized or deemed
realized on the disposition of a position in a straddle, may suspend
or terminate the fund's holding period in such positions, and may
convert short-term losses to long-term losses in certain
circumstances.

Foreign Currency-Denominated Securities and Related Hedging
Transactions. The fund's transactions in foreign currency-
denominated debt securities, certain foreign currency options,
futures contracts and forward contracts 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 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 foreign taxes paid by the fund. The Adviser, will consider
the value of the benefit to a typical shareholder, the cost to the
fund of compliance with the election, and incidental costs to
shareholders in deciding whether to make the election. A
shareholder's ability to claim such a foreign tax credit will be
subject to certain limitations imposed by the Code, as a result of
which a shareholder may not get a full credit for the amount of
foreign taxes so paid by the fund. Shareholders who do not itemize
on their federal income tax returns may claim a credit (but no
deduction) for such foreign taxes.

Certain securities are considered to be Passive Foreign Investment
Companies (PFICS) under the Code, and the fund is liable for any PFIC-
related taxes.

MANAGEMENT OF THE COLONIAL FUNDS
The Adviser is the investment adviser to each of the Colonial funds
(except for Colonial Municipal Money Market Fund, Colonial Global
Utilities Fund and Colonial Newport Tiger Fund-see Part I of each
fund's respective SAI for a description of the investment adviser).
The Adviser is a subsidiary of The Colonial Group, Inc. (TCG), One
Financial Center, Boston, MA 02111. TCG is a direct subsidiary of
Liberty Financial Companies, Inc. (Liberty Financial), which in turn
is a direct subsidiary of LFC Holdings, Inc., which in turn is a
direct subsidiary of Liberty Mutual Equity Corporation, which in turn
is a wholly-owned subsidiary of Liberty Mutual Insurance Company
(Liberty Mutual). Liberty Mutual is an underwriter of workers'
compensation insurance and a property and casualty insurer in the
U.S. Liberty Financial's address is 600 Atlantic Avenue, Boston, MA
02210. Liberty Mutual's address is 175 Berkeley Street, Boston, MA
02117.

Trustees and Officers (this section applies to all of the Colonial
funds)

Name Age Principal Occupation and History

Robert J. 68 Retired, is a Trustee of all Colonial funds since
Birnbaum (1) April, 1995 (2), is a Trustee of LFC Utilities Trust
in which Colonial Global Utilities Fund is invested
(LFC Portfolio) since November, 1994, is a Trustee
of certain charitable and non-charitable
organizations since December, 1993 (formerly Special
Counsel, Dechert Price & Rhoads from September, 1988
to December, 1993; President and Chief Operating
Officer, New York Stock Exchange, Inc. from May,
1985 to June, 1988), 313 Bedford Road, Ridgewood, NJ
07450

Tom Bleasdale 65 Retired, is a Trustee of all Colonial funds since
November, 1987, is a Trustee of LFC Portfolio since
March, 1995 (3), is a Director of The Empire Company
since June, 1995 (formerly Chairman of the Board and
Chief Executive Officer, Shore Bank & Trust Company
from 1992-1993), 1508 Ferncroft Tower, Danvers, MA
01923

Lora S. 59 Trustee of all Colonial funds since August, 1980, is
Collins a Trustee of LFC Portfolio since March, 1995 (3), is
an Attorney with Kramer, Levin, Naftalis, Nessen,
Kamin & Frankel since September, 1986, 919 Third
Avenue, New York, NY 10022

James E. 66 Private Investor, is a Trustee of all Colonial funds
Grinnell (1) since April, 1995 (2), is a Trustee of the LFC
Portfolio since August, 1991, is a Private Investor
since November, 1988, (formerly Senior Vice
President-Operations, The Rockport Company from May,
1986 to November, 1988), 22 Harbor Avenue,
Marblehead, MA 01945

William D. 71 Retired, is a Trustee of all Colonial funds since
Ireland, Jr. November, 1969, is a Trustee of LFC Portfolio since
March, 1995 (3), is a Trustee of certain charitable
and non-charitable organizations since February,
1990 (formerly Chairman of the Board, Bank of New
England, - Worcester from August, 1987 to February,
1990), 103 Springline Drive, Vero Beach, FL 32963

Richard W. 59 Private Investor, is a Trustee of all Colonial funds
Lowry (1) since April, 1995 (2), is a Trustee of the LFC
Portfolio since August, 1991, is a Private Investor
since August, 1987 (formerly Chairman and Chief
Executive Officer, U.S. Plywood Corporation from
1985 to August, 1987), 10701 Charleston Drive, Vero
Beach, FL 32963

William E. 55 Trustee of all Colonial funds since February, 1994,
Mayer (4) is a Trustee of LFC Portfolio since March, 1995 (3),
is Dean, College of Business and Management,
University of Maryland since October, 1992 (formerly
Dean, Simon Graduate School of Business, University
of Rochester from October, 1991 to July, 1992;
formerly Chairman and Chief Executive Officer, C.S.
First Boston Merchant Bank from January, 1990 to
January, 1991; and formerly President and Chief
Executive Officer, The First Boston Corporation from
September, 1988 to January, 1990), College Park, MD
20742

John A. 63 President of all Colonial funds since February,
McNeice Jr. 1975, is Chairman of the Board and Director, TCG,
since November, 1984, and of the Adviser since
November, 1983, Director, Liberty Financial since
March, 1995 (formerly Chief Executive Officer of the
Adviser and TCG from November, 1983 to March, 1995)

James L. 63 Trustee of all Colonial funds since May, 1986, is a
Moody, Jr. Trustee of LFC Portfolio since March, 1995 (3), is
Chairman of the Board, Hannaford Bros., Co. since
May, 1984 (formerly Chief Executive Officer,
Hannaford Bros. Co. from May, 1984 to May, 1992),
P.O. Box 1000, Portland, ME 04104

John J. 51 Trustee of all Colonial funds since January, 1984,
Neuhauser is a Trustee of LFC Portfolio since March, 1995 (3),
is Dean, Boston College School of Management since
1978, 140 Commonwealth Avenue, Chestnut Hill, MA
02167

George L. 72 Trustee of all Colonial funds since May, 1984, is a
Shinn Trustee of LFC Portfolio since March, 1995 (3), is a
Financial Consultant since 1989 (formerly Chairman,
Chief Executive Officer and Consultant, The First
Boston Corporation from 1983 to July, 1991), The
First Boston Corporation, Tower Forty Nine, 12 East
49th Street, New York, NY 10017

Robert L. 67 Trustee of all Colonial funds since September, 1987,
Sullivan is a Trustee of LFC Portfolio since March, 1995 (3),
is a self-employed Management Consultant since
January, 1989 (formerly Management Consultant,
Saatchi and Saatchi Consulting Ltd. from December,
1987 to January, 1989 and formerly Principal and
International Practice Director, Management
Consulting, Peat Marwick Main & Co. over five
years), 7121 Natelli Woods Lane, Bethesda, MD 20817

Sinclair 72 Trustee of all Colonial funds since October, 1968,
Weeks, Jr. is a Trustee of LFC Portfolio since March, 1995 (3),
is Chairman of the Board, Reed & Barton Corporation
since 1987, Bay Colony Corporate Center, Suite 4550,
1000 Winter Street, Waltham, MA 02154

Harold W. 59 Vice President of all Colonial funds since July,
Cogger 1993, is Vice President of LFC Portfolio since
March, 1995 (3), is President since July, 1993,
Chief Executive Officer since March, 1995 and
Director since March, 1984, of the Adviser
(formerly Executive Vice President of the Adviser
from October, 1989 to July, 1993); President since
October, 1994, Chief Executive Officer since March,
1995 and Director since October, 1981, TCG;
Executive Vice President and Director, Liberty
Financial since March, 1995

Peter L. 41 Controller of all Colonial funds since June, 1993
Lydecker (formerly Assistant Controller from March, 1985 to
June, 1993), is Controller of LFC Portfolio since
March, 1995 (3), is Vice President of the Adviser
since June, 1993 (formerly Assistant Vice President
of the Adviser from August, 1988 to June, 1993)

Davey S. 48 Vice President of all Colonial funds since June,
Scoon 1993, is Vice President of LFC Portfolio since
March, 1995 (3), is Executive Vice President since
July, 1993 and Director since March, 1985 of the
Adviser (formerly Senior Vice President and
Treasurer from March, 1985 to July, 1993 of the
Adviser ); Executive Vice President and Chief
Operating Officer, TCG since March, 1995 (formerly
Vice President - Finance and Administration, TCG
from November, 1985 to March, 1995)

Richard A. 48 Treasurer and Chief Financial Officer of all
Silver Colonial funds since July, 1993 (formerly Controller
from July, 1980 to June, 1993), is Treasurer and
Chief Financial Officer of LFC Portfolio since
March, 1995 (3), is Senior Vice President and
Director since April, 1988, Treasurer and Chief
Financial Officer since July, 1993 of the Adviser;
Treasurer and Chief Financial Officer, TCG since
July, 1993 (formerly Assistant Treasurer, TCG from
January, 1985 to July, 1993)

Arthur O. 56 Secretary of all Colonial funds since 1985, is
Stern Secretary of LFC Portfolio since March, 1995 (3), is
Director since 1985, Executive Vice President since
July, 1993, General Counsel, Clerk and Secretary
since March, 1985 of the Adviser ; Executive Vice
President, Legal and Compliance since March, 1995
and Clerk since March, 1985, TCG (formerly Vice
President - Legal, TCG from March, 1985 to March,
1995)

(1) Elected to the Colonial Funds complex on April 21, 1995.

(2) On April 3, 1995, and in connection with the merger of TCG into
Liberty Financial which occurred on March 27, 1995, Liberty
Financial Trust (LFT) changed its name to Colonial Trust VII.
Prior to the merger, each of Messrs. Birnbaum, Grinnell, and
Lowry was a Trustee of LFT. Mr. Birnbaum has been a Trustee of
LFT since November, 1994. Each of Messrs. Grinnell and Lowry has
been a Trustee of LFT since August, 1991. Each of Messrs.
Grinnell and Lowry continue to serve as Trustees under the new
name, Colonial Trust VII, along with each of the other Colonial
Trustees named above. The Colonial Trustees were elected as
Trustees of Colonial Trust VII effective April 3, 1995.

(3) Elected as a Trustee or officer of the LFC Portfolio on March 27,
1995 in connection with the merger of TCG into Liberty Financial.

(4) Trustees who are "interested persons" (as defined in the 1940
Act) of the fund or the Adviser.

The address of the officers of each Colonial Fund is One Financial
Center, Boston, MA 02111.

The Trustees serve as trustees of all Colonial funds for which each
Trustee will receive an annual retainer of $45,000 and attendance
fees of $7,500 for each regular joint meeting and $1,000 for each
special joint meeting. Committee chairs receive an annual retainer
of $5,000. Committee members receive an annual retainer of $1,000
and $1,000 for each special meeting attended. Two-thirds of the
Trustee fees are allocated among the Colonial funds based on the
fund's relative net assets and one-third of the fees are divided
equally among the Colonial funds.

The Adviser and/or its affiliate, Colonial Advisory Services, Inc.
(CASI), has rendered investment advisory services to investment
company, institutional and other clients since 1931. The Adviser
currently serves as investment adviser and administrator for 30 open-
end and 5 closed-end management investment company portfolios, and is
the administrator for 3 open-end management investment company
portfolios (collectively, Colonial funds). Trustees and officers of
the Trust, who are also officers of the Adviser 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
advisers have recommended Colonial funds to over 800,000 clients
worldwide, representing more than $15.5 billion in assets.

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 Management Agreement (this section does not apply to the Colonial
Municipal Money Market Fund, Colonial Global Utilities Fund or
Colonial Newport Tiger Fund)
Under a Management Agreement (Agreement), the Adviser 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 Colonial 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.

The Adviser's compensation under the Agreement is subject to
reduction in any fiscal year to the extent that the total expenses of
each fund for such year (subject to applicable exclusions) exceed the
most restrictive applicable expense limitation prescribed by any
state statute or regulatory authority in which the Trust's shares are
qualified for sale. The most restrictive expense limitation
applicable to a Colonial fund is 2.5% of the first $30 million of the
Trust's average net assets for such year, 2% of the next $70 million
and 1.5% of any excess over $100 million.

Under the Agreement, any liability of the Adviser to the fund and its
shareholders is limited to situations involving the Adviser's own
willful misfeasance, bad faith, gross negligence or reckless
disregard of duties.

The Agreement may be terminated with respect to the fund at any time
on 60 days' written notice by the Adviser 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 Adviser or the Trust, cast in
person at a meeting called for the purpose of voting on such
approval.

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

The Agreement provides that the Adviser shall not be subject to any
liability to the Trust or to any shareholder of the Trust for any act
or omission in the course of or connected with rendering services to
the Trust in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties on the part of the
Adviser.

Administration Agreement (this section applies only to the Colonial
Municipal Money Market Fund, Colonial Global Utilities Fund and
Colonial Newport Tiger Fund and their respective Trusts)
Under an Administration Agreement with each Fund, the Adviser , 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 the Colonial Municipal Money Market Fund, the
Administration Agreement for this Fund provides for the following
services in addition to the services referenced above:

(g) monitoring compliance by the Fund (only applicable to
Colonial Municipal Money Market Fund)
with Rule 2a-7 under the Investment Company Act of
1940 (the "1940 Act") and reporting to the
Trustees from time to time with respect thereto; and

(h) monitoring the investments and operations of the SR&F
Municipal Money Market Portfolio
(Municipal Money Market Portfolio) in which Colonial
Municipal Money Market Fund is invested
and the LFC Portfolio and reporting to the Trustees
from time to time with respect thereto.

The Pricing and Bookkeeping Agreement
The Adviser provides pricing and bookkeeping services to each
Colonial fund pursuant to a Pricing and Bookkeeping Agreement. The
Pricing and Bookkeeping Agreement has a one-year term. The Adviser,
in its capacity as the Administrator to each of 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 Colonial funds (except
for Colonial Newport Tiger Fund), the Adviser 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 Adviser provides pricing and bookkeeping services to Colonial
Newport Tiger Fund for an annual fee of $27,000, plus 0.035% of
Colonial Newport Tiger Fund's average net assets over $50 million.

The Adviser 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 Municipal Money
Market Fund, Colonial U.S. Fund for Growth, Colonial Newport Tiger
Fund, Colonial Global Utilities Fund, Colonial Japan Fund or Colonial
Newport Tiger Small Companies Fund. For each of these funds, see
Part 1 of its respective SAI.

Investment decisions. The Adviser acts as investment adviser to each
of the Colonial funds (except for the Colonial Municipal Money Market
Fund, Colonial Global Utilities Fund, Colonial Newport Tiger Fund,
Colonial Japan Fund or Colonial Newport Tiger Small Companies Fund,
each of which is administered by the Adviser, and Colonial U.S. Fund
for Growth for which investment decisions have been delegated by the
Adviser to State Street Bank and Trust Company, the fund's sub-
adviser) (as defined under Management of the Fund herein). The
Adviser'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 Colonial funds and the other corporate
or fiduciary clients of the Adviser. The Colonial funds and clients
advised by the Adviser or the funds administered by the Adviser
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 Colonial 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 Adviser as investment adviser
to the Colonial funds outweighs the disadvantages, if any, which
might result from these practices.

The portfolio managers of Colonial International Fund for Growth, a
series of Colonial Trust III, will use the trading facilities of
Stein Roe & Farnham Incorporated, an affiliate of the Adviser, 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 Adviser may consider
sales of shares of the Colonial funds as a factor in the selection of
broker-dealers to execute securities transactions for a Colonial
fund.

The Adviser places the transactions of the Colonial funds with broker-
dealers selected by the Adviser 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 Colonial
funds from time to time also execute portfolio transactions with such
broker-dealers acting as principals. The Colonial funds do not
intend to deal exclusively with any particular broker-dealer or group
of broker-dealers.

Except as described below in connection with commissions paid to a
clearing agent on sales of securities, it is the Adviser's policy
always to seek best execution, which is to place the Colonial funds'
transactions where the Colonial 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.

Subject to such practice of always seeking best execution, securities
transactions of the Colonial funds may be executed by broker-dealers
who also provide research services (as defined below) to the Adviser
and the Colonial funds. The Adviser 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 Adviser, they tend
to reduce the Adviser's expenses. In the Adviser's opinion, it is
impossible to assign an exact dollar value for such services.

Subject to such policies as the Trustees may determine, the Adviser
may cause the Colonial funds to pay a broker-dealer which provides
brokerage and research services to the Adviser an amount of
commission for effecting a securities transaction, including the sale
of an option or a closing purchase transaction, for the Colonial
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 Adviser 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 Adviser's overall responsibilities to the Colonial
funds and all its other clients.

The Trustees have authorized the Adviser to utilize the services of a
clearing agent with respect to all call options written by Colonial
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 Trustees may further authorize the Adviser to depart from the
present policy of always seeking best execution and to pay higher
brokerage commissions from time to time for other brokerage and
research services as described above in the future if developments in
the securities markets indicate that such would be in the interests
of the shareholders of the Colonial funds.

Principal Underwriter
CISI is the principal underwriter of the Trust's shares. CISI has no
obligation to buy the Colonial funds' shares, and purchases the
Colonial funds shares only upon receipt of orders from authorized
FSFs or investors.

Investor Servicing and Transfer Agent
CISC 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 CISC is based on the average
daily net assets of each Colonial fund plus reimbursement for certain
out-of-pocket expenses. See "Fund Charges and Expenses" in Part 1 of
this SAI for information on fees received by CISC. The agreement
continues indefinitely but may be terminated by 90 days' notice by
the Fund or Colonial funds to CISC or generally by 6 months' notice
by CISC to the Fund or Colonial funds. The agreement limits the
liability of CISC to the Fund or Colonial funds for loss or damage
incurred by the Fund or Colonial funds to situations involving a
failure of CISC to use reasonable care or to act in good faith in
performing its duties under the agreement. It also provides that the
Fund or Colonial funds will indemnify CISC against, among other
things, loss or damage incurred by CISC on account of any claim,
demand, action or suit made on or against CISC not resulting from
CISC's bad faith or negligence and arising out of, or in connection
with, its duties under the agreement.

DETERMINATION OF NET ASSET VALUE
Each Colonial 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. Chicago time)
each day the Exchange is open. Currently, the Exchange is closed
Saturdays, Sundays and the following holidays: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, the Fourth of July, Labor
Day, Thanksgiving and Christmas. 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.,
Chicago 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 Adviser 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 in good faith under the direction of the Trust's Trustees.

Generally, trading in certain securities (such as foreign securities)
is substantially completed each day at various times prior to the
close of the Exchange. 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 Colonial 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 Trustees.

Amortized Cost for Money Market Funds (this section currently applies
only to Colonial Government Money Market Fund, a series of Colonial
Trust II- see "Amortized Cost for Money Market Funds" under "Other
Information Concerning the Portfolio" in Part 1 of the SAI of
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 than that of the same portfolio under the market
value method. The Trust's Trustees have adopted procedures intended
to stabilize a 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 to: realize gains or losses;
shorten the portfolio's maturity; withhold distributions; redeem
shares in kind; or convert 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 Government 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 CISC,
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, CISI'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 CISI retains the
entire sales charge on any sales made to a shareholder who does not
specify an FSF on the Investment Account Application ("Application").
CISI generally retains 100% of any asset-based sales charge
(distribution fee) or contingent deferred sales charge. Such charges
generally reimburse CISI for an up-front and/or ongoing commission
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.

CISC 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 CISC, provided the new FSF has a sales agreement
with CISI.

Shares credited to an account are transferable upon written
instructions in good order to CISC 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, D, T or Z shares. The
Colonial money market funds will not issue certificates. Shareholders
may send any certificates which have been previously acquired to CISC
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
Colonial funds may be purchased through the Colonial Fundamatic
Program. Preauthorized monthly bank drafts or electronic funds
transfer for a fixed amount of at least $50 are used to purchase a
Colonial fund's shares at the public offering price next determined
after CISI receives the proceeds from the draft (normally the 5th or
the 20th of each month, or the next business day thereafter). If
your Fundamatic purchase is by electronic funds transfer, you may
request the Fundamatic purchase for any day. Further information and
application forms are available from FSFs or from CISI.

Automated Dollar Cost Averaging (Classes A, B and D). Colonial's
Automated Dollar Cost Averaging program allows you to exchange $100
or more on a monthly basis from any Colonial fund in which you have a
current balance of at least $5,000 into the same class of shares of
up to four other Colonial 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 Colonial 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 Colonial fund will
extend the time of the Automated Dollar Cost Averaging program.

An exchange is 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 Colonial Investors Service Center, Inc. P.O. Box
1722, Boston, MA 02105-1722.

You should consult your FSF or investment adviser to determine
whether or not the Automated Dollar Cost Averaging program is
appropriate for you.

CISI 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. CISI offers prototype tax-qualified
plans, including Individual Retirement Accounts, and Pension and
Profit-Sharing Plans for individuals, corporations, employees and the
self-employed. The minimum initial Retirement Plan investment in
these funds is $25. The First National Bank of Boston is the Trustee
and charges a $10 annual fee. Detailed information concerning these
Retirement Plans and copies of the Retirement Plans are available
from CISI.

Consultation with a competent financial and tax adviser 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 CISC, 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. The Telephone redemption privileges are
suspended for 30 days after an address change is effected.

Colonial 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 Colonial fund. An
ADD account must be in the same name as the shareholder's existing
Open Account with the particular fund. Call CISC 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 Colonial 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, D, T and Z shares of the Colonial funds. The
applicable sales charge is based on the combined total of:

1. the current purchase; and

2. the value at the public offering price at the close of
business on the previous day of all Colonial funds' Class A
shares held by the shareholder (except shares of any Colonial
money market fund, unless such shares were acquired by
exchange from Class A shares of another Colonial fund other
than a money market fund and Class B, C, D, T and Z shares).

CISI 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
CISC. A Colonial 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 D, T and Z shares held by the shareholder
on the date of the Statement in Colonial funds (except shares of any
Colonial money market fund, unless such shares were acquired by
exchange from Class A shares of another non-money market Colonial
fund). The value is determined at the public offering price on the
date of the Statement. Purchases made through reinvestment of
distributions do not count toward satisfaction of the Statement.

During the term of a Statement, CISC 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 CISI the excess commission previously paid during the
thirteen-month period.

If the amount of the Statement is not purchased, the shareholder
shall remit to CISI 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, CISC 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 CISC at 1-800- 345-6611.

Colonial Asset Builder Investment Program (this section currently
applies only to the Class A shares of Colonial Growth Shares Fund and
The Colonial Fund, each a series of Colonial Trust III). A reduced
sales charge applies to a purchase of certain Colonial funds' Class A
shares under a statement of intent for the Colonial Asset Builder
Investment 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. CISC 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 Colonial 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
*Exchanges may be made to other Colonial 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. CISI 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, or
D 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
Colonial fund at the NAV next determined after CISC 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 CISC.
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 adviser.

Privileges of Colonial Employees or Financial Service Firms. 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 Adviser ; directors, officers and
employees of the the Adviser , CISI and other companies affiliated
with the Adviser l; registered representatives and employees of FSFs
(including their affiliates) that are parties to dealer agreements or
other sales arrangements with CISI; 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 Colonial Newport Tiger
Fund who already own Class T shares) of certain funds may be
purchased at reduced or no sales charge pursuant to sponsored
arrangements, which include programs under which an organization
makes recommendations to, or permits group solicitation of, its
employees, members or participants in connection with the purchase of
shares of the fund on an individual basis. The amount of the sales
charge reduction will reflect the anticipated reduction in sales
expense associated with sponsored arrangements. The reduction in
sales expense, and therefore the reduction in sales charge will vary
depending on factors such as the size and stability of the
organizations group, the term of the organization's existence and
certain characteristics of the members of its group. The Colonial
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 Colonial 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
advisers that have entered into agreements with CISI pursuant to
which the Colonial funds are included as investment options in
programs involving fee-based compensation arrangements.

Net Asset Value Exchange Privilege. Class A shares of certain funds
may also be purchased at reduced or no sales charge by investors
moving from another mutual fund complex or a discretionary account
and by participants in certain retirement plans. In lieu of the
commissions described in the Prospectus, the Adviser l will pay the
FSF a quarterly service fee which is the service fee established for
each applicable Colonial fund.

Waiver of Contingent Deferred Sales Charges (CDSCs) (Classes A, B,
and D). 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.

2. Systematic Withdrawal Plan (SWP). CDSCs may be waived on
redemptions occurring pursuant to a monthly, quarterly or semi-
annual SWP established with the Adviser , 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 "Investors 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 (i) normal retirement (as stated in
the Plan document) or (ii) separation from service. CDSCs
also will be waived on SWP redemptions made to make required
minimum distributions from qualified retirement plans that
have invested in Colonial funds 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 send proceeds only
after the check has cleared (which may take up to 15 days).

To sell shares directly to the Fund, send a signed letter of
instruction or stock power form to CISC, 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, CISC, and many banks. Additional documentation
is required for sales by corporations, agents, fiduciaries, surviving
joint owners and individual retirement account holders. Call CISC
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 CISC 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 Colonial 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 D 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 Code regulation to withdraw more than 12%, on an annual
basis, of the value of their Class B and Class D share account may do
so but will be subject to a CDSC ranging from 1% to 5% of the amount
withdrawn. 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, CISC
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 shareholders and/or their financial
advisers are automatically eligible to redeem up to $50,000 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). Telephone redemption privileges for larger
amounts may be elected on the Application. CISC 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. Shareholders and/or their financial advisers will be
required to provide their name, address and account number.
Financial advisers 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 (Available only on the Class A and Class C shares of
certain Colonial funds)
Shares may be redeemed by check if a shareholder completed an
Application and Signature Card. the Adviser will provide checks to
be drawn on The First National Bank of Boston (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.

Non cash Redemptions. For redemptions of any single shareholder
within any 90-day period exceeding the lesser of $250,000 or 1% of a
Colonial fund's net asset value, a Colonial fund may make the payment
or a portion of the payment with portfolio securities held by that
Colonial 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 invested in
your account.

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 Colonial funds (with certain
exceptions) on the basis of the NAVs per share at the time of
exchange. The prospectus of each Colonial 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 Colonial funds are
not available to residents of all states. Consult CISC before
requesting an exchange.

By calling CISC, shareholders or their FSF of record may exchange
among accounts with identical registrations, provided that the shares
are held on deposit. During periods of unusual market changes and
shareholder activity, shareholders may experience delays in
contacting CISC by telephone to exercise the telephone exchange
privilege. Because an exchange involves a redemption and
reinvestment in another Colonial fund, completion of an exchange may
be delayed under unusual circumstances, such as if the fund suspends
repurchases or postpones payment for the fund shares being exchanged
in accordance with federal securities law. CISC 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, CISC will require
customary additional documentation. Prospectuses of the other
Colonial funds are available from the Colonial Literature Department
by calling 1-800-248-2828.

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 shares for five months before
exchanging to certain funds having a higher maximum sales charge.
Consult your FSF or CISC. 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 Colonial open-end funds generally may
exchange their shares at NAV for the same class of shares of the
fund.

An exchange is 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 Colonial 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 protection of investors.

SHAREHOLDER MEETINGS
As described under the caption "Organization and history" in the
Prospectus of each Colonial 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 shareholder's 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 $1,000 investment in a particular
class of shares of the fund, made at the beginning of a stated
period, adjusted for the maximum sales charge or applicable CDSC for
the class of shares of the fund and assuming that all distributions
were reinvested at NAV, converted to an average annual return
assuming annual compounding.

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

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 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)
dividing the result by the product of the average daily number of
shares of the a Colonial fund entitled to dividends for 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 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 Colonial have been added back to
actual expenses.

Distribution rate. The distribution rate for each class of shares is
calculated by annualizing the most current period's distributions and
dividing by the maximum offering price 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 listed in Appendix II.

The fund may also refer to quotations, graphs and electronically
transmitted data from sources believed by the Adviser to be
reputable, and publications in the press pertaining to a fund's
performance or to the Adviser or its affiliates , including
comparisons with competitors and matters of national and global
economic and financial interest. Examples include Forbes, Business
Week, MONEY Magazine, The Wall Street Journal, The New York Times,
The Boston Globe, Barron's National Business & Financial Weekly,
Financial Planning, Changing Times, Reuters Information Services,
Wiesenberger Mutual Funds Investment Report, Lipper Analytical
Services Corporation, Morningstar, Inc., Sylvia Porter's Personal
Finance Magazine, Money Market Directory, SEI Funds Evaluation
Services, FTA World Index and Disclosure Incorporated.

All data is based on past performance and does not predict future
results.
APPENDIX I

DESCRIPTION OF BOND RATINGS

S&P

AAA The highest rating assigned by S&P indicates an extremely strong
capacity to repay principal and interest.
AA bonds also qualify as high quality. Capacity to repay principal and pay
interest is very strong, and in the majority of instances, they differ from
AAA only in small degree.
A bonds have a strong capacity to repay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB bonds are regarded as having an adequate capacity to repay principal
and interest. Whereas they normally exhibit protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to repay principal and interest than for bonds in the A
category.
BB, B, CCC, and CC bonds are regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and principal in
accordance with the terms of the obligation. BB indicates the lowest
degree of speculation and CC the highest degree. While likely to have some
quality and protection characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
C ratings are reserved for income bonds on which no interest is being paid.
D bonds are in default, and payment of interest and/or principal is in
arrears.
Plus(+) or minus (-) are modifiers relative to the 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.

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 its Municipal Bond ratings set forth above.

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 protective elements
may be of greater amplitude or there may be other elements present which
make the long-term risk 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 of the 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, 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 these bonds.
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. They may be in default or there may be
present elements of danger with respect to principal or interest.
Ca bonds are speculative in a high degree, often in default or having other
marked shortcomings.
C bonds are the lowest rated class of bonds and 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.

Note: Those bonds in the Aa, A, Baa, Ba, and B groups which Moody's
believes possess the strongest investment attributes are designated by the
symbols Aa 1, A 1, Baa 1, Ba 1, and B 1.

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:
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 its 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.

APPENDIX II
1994

SOURCE CATEGORY RETURN
(%)

Donoghue Tax-Free Funds 2.25
Donoghue U.S. Treasury Funds 3.34
Dow Jones Industrials 5.03
Morgan Stanley Capital 8.06
International EAFE Index
Morgan Stanley Capital 8.21
International EAFE GDP Index
Libor Six-month Libor 6.9375
Lipper Adjustable Rate Mortgage -2.20
Lipper California Municipal Bond -7.52
Funds

Lipper Connecticut Municipal Bond -7.04
Funds
Lipper Closed End Bond Funds -6.86
Lipper Florida Municipal Bond -7.76
Funds
Lipper General Bond Fund -5.98
Lipper General Municipal Bonds -6.53
Lipper General Short-Term Tax- -0.28
Exempt Bonds
Lipper Global Flexible Portfolio -3.03
Funds

Lipper Growth Funds -2.15
Lipper Growth & Income Funds -0.94
Lipper High Current Yield Bond -3.83
Funds
Lipper High Yield Municipal Bond -4.99
Debt
Lipper Fixed Income Funds -3.62
Lipper Insured Municipal Bond -6.47
Average
Lipper Intermediate Muni Bonds -3.53
Lipper Intermediate (5-10) U.S. -3.72
Government Funds
Lipper Massachusetts Municipal -6.35
Bond Funds
Lipper Michigan Municipal Bond -5.89
Funds
Lipper Mid Cap Funds -2.05
Lipper Minnesota Municipal Bond -5.87
Funds
Lipper U.S. Government Money 3.58
Market Funds
Lipper Natural Resources -4.20
Lipper New York Municipal Bond -7.54
Funds
Lipper North Carolina Municipal -7.48
Bond Funds
Lipper Ohio Municipal Bond Funds -6.08
Lipper Small Company Growth Funds -0.73
Lipper Specialty/Miscellaneous -2.29
Funds
Lipper U.S. Government Funds -4.63
Shearson Lehman Composite -3.37
Government Index
Shearson Lehman -3.51
Government/Corporate Index
Shearson Lehman Long-term -7.73
Government Index
S&P 500 S&P 1.32
S&P Utility Index S&P -7.94
Bond Buyer Bond Buyer Price Index -18.10
First Boston High Yield Index -0.97
Swiss Bank 10 Year U.S. Government -6.39
(Corporate Bond)
Swiss Bank 10 Year United Kingdom -5.29
(Corporate Bond)
Swiss Bank 10 Year France (Corporate -1.37
Bond)
Swiss Bank 10 Year Germany (Corporate 4.09
Bond)
Swiss Bank 10 Year Japan (Corporate 7.95
Bond)
Swiss Bank 10 Year Canada (Corporate -14.10
Bond)
Swiss Bank 10 Year Australia 0.52
(Corporate Bond)
Morgan Stanley Capital 10 Year Hong Kong (Equity) -28.90
International
Morgan Stanley Capital 10 Year Belgium (Equity) 9.43
International
Morgan Stanley Capital 10 Year Spain (Equity) -3.93
International

SOURCE CATEGORY RETURN
(%)

Morgan Stanley Capital 10 Year Austria (Equity) -6.05
International
Morgan Stanley Capital 10 Year France (Equity) -4.70
International
Morgan Stanley Capital 10 Year Netherlands 12.66
International (Equity)
Morgan Stanley Capital 10 Year Japan (Equity) 21.62
International
Morgan Stanley Capital 10 Year Switzerland 4.18
International (Equity)
Morgan Stanley Capital 10 Year United Kingdom -1.63
International (Equity)
Morgan Stanley Capital 10 Year Germany (Equity) 5.11
International
Morgan Stanley Capital 10 Year Italy (Equity) 12.13
International
Morgan Stanley Capital 10 Year Sweden (Equity) 18.80
International
Morgan Stanley Capital 10 Year United States 2.00
International (Equity)
Morgan Stanley Capital 10 Year Australia (Equity) 6.48
International
Morgan Stanley Capital 10 Year Norway (Equity) 24.07
International
Inflation Consumer Price Index 2.67
FHLB-San Francisco 11th District Cost-of- 4.367
Funds Index
Federal Reserve Six-Month Treasury Bill 6.49
Federal Reserve One-Year Constant-Maturity 7.14
Treasury Rate
Federal Reserve Five-Year Constant- 7.78
Maturity Treasury Rate
Bloomberg NA NA
Credit Lyonnais NA NA
Lipper Pacific Region Funds -12.07
Statistical Abstract of the NA NA
U.S.
World Economic Outlook NA NA

*in U.S. currency