Rule 24f-2 Notice
Colonial Trust IV
File #811-2865
Series 4 - Colonial Tax-Exempt Money Market Fund
ID # 04-6567117
(i) The fiscal year for which the notice is filed 06-30-95
(ii) Registered shares of beneficial interest, other than
pursuant to Rule 24f-2, remaining unsold at
beginning of fiscal year 0
(iii) Shares of beneficial interest registered, other than
pursuant to Rule 24f-2, during the fiscal year 0
(iv) Shares of beneficial interest sold during fiscal year 36,927,444
(v) Shares of beneficial interest sold during fiscal year
in reliance upon registration pursuant to Rule 24f-2
Notice 36,927,444
CALCULATION OF FEE
Pursuant to Rule 24f-2
Actual aggregate sale price of 36,927,444 shares sold
during the fiscal year ended 6-30-95 $ 36,927,444
Reduced by
the actual aggregate redemption or repurchase price of
42,226,900 shares redeemed or repurchased during such fiscal
year 6-30-95 $42,226,900
Balance $(5,299,456)
$5,299,456 /2900 = $-0-
Registration fee = $-0-
COLONIAL TRUST IV
Colonial Tax Exempt Money Market Fund
_________________________________________
Michael H. Koonce
Assistant Secretary
August 28, 1995
August 28, 1995
Colonial Trust IV Series 4 - Colonial
Tax-Exempt Money Market Trust
One Financial Center
Boston, Massachusetts 02111
Ladies and Gentlemen:
We understand that Colonial Trust IV (the "Trust") Series 4 - Colonial
Tax-Exempt Money Market Trust is about to file a Rule 24f-2 Notice (the
"Notice") with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act of 1940,
as amended, making definite the registration of 36,927,444 shares of beneficial
interest (the "Shares") of the Trust sold in reliance upon the Rule during the
Trust's fiscal year ended June 30, 1995.
We have acted as counsel for the Trust since its organization and are familiar
with the action taken by its board of trustees to authorize the issuance of the
Shares. We have examined records of meetings of its board of trustees and
shareholders, its By-Laws and its Agreement and Declaration of Trust and
amendments thereto on file at the office of the Secretary of the Commonwealth
of Massachusetts. We have also examined such other documents as we deem
necessary for the purpose of this opinion.
We assume that appropriate action has been taken to register or qualify the
sale of the Shares under any applicable state and federal laws regulating
offerings and sales of securities and that the Notice will be timely filed.
We also assume that the Trust or its authorized agent received the authorized
payment for the Shares in accordance with the terms described in the Trust's
Registration Statement (File No. 811-2865 and ID#04-6567117) under the
Securities Act of 1933.
Based upon the foregoing, we are of the opinion that the Shares were validly
issued, fully paid and nonassessable.
The Trust is an entity of the type commonly known as a "Massachusetts Business
Trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held <PAGE>
personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for acts or obligations of the Trust and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into
or executed by the Trust or the Trustees. The Agreement and Declaration of
Trust provides for indemnification out of the Trust property for all loss and
expense of any shareholder held personally liable for the obligations of the
Trust. Thus, the risk of a shareholder incurring financial loss on account
of shareholder liability is limited to circumstances in which the Trust itself
would be unable to meet its obligations.
We consent to this opinion accompanying the Notice when filed with the
Commission.
Very truly yours,
Ropes & Gray
