COLONIAL TRUST IV
485BPOS, 1996-03-22
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                                    Registration Nos:     2-62492
                                                         811-2865

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            Form N-1A
                                
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF    [  X  ]
1933
                                                      
          Pre Effective Amendment No.                 [     ]
          Post Effective Amendment No.   42           [  X  ]
                                
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY   [  X  ]
ACT OF 1940
                                                      
          Amendment No.    40                         [  X  ]
                                
                         COLONIAL TRUST IV
       (Exact Name of Registrant as Specified in Charter)
       One Financial Center, Boston, Massachusetts  02111
             (Address of Principal Executive Office)
                                
                          (617) 426-3750
      (Registrant's Telephone Number, Including Area Code)
                                
Name and Address of Agent for      Copy to:
Service:
                                   
Arthur O. Stern, Esquire                 John M. Loder, Esquire
Colonial Management Associates, Inc.     Ropes & Gray
One Financial Center                     One International Place
Boston, Massachusetts  02111             Boston, Massachusetts 02110-2624
                                   
                                
It is proposed that this filing will become effective (check
appropriate box):
[     ]   immediately upon filing pursuant to paragraph (b).
[  X  ]   on March 29, 1996 pursuant to paragraph (b).
[     ]   60 days after filing pursuant to paragraph (a)(2).
[     ]   on (date) pursuant to paragraph (a)(1) of Rule 485.
[     ]   75 days after filing pursuant to paragraph (a)(2).
[     ]   on (date) pursuant to paragraph (a)(2) of Rule 485.
                                
If appropriate, check the following box:
[     ]   this post-effective amendment designates a
          new effective date for a previously filed
          post-effective amendment.
                                
               DECLARATION PURSUANT TO RULE 24f-2
   The Registrant has registered an indefinite number of its
shares of beneficial interest under the Securities Act of 1933
pursuant to Rule 24f-2 under the Investment Company Act of 1940.
On or about January 26, 1996, the Registrant filed a Rule 24f-2
Notice in respect of its fiscal year ended November 30, 1995.

                   
   
                        COLONIAL TRUST IV
                      Cross Reference Sheet
              Colonial Intermediate Tax-Exempt Fund
               Colonial Short-Term Tax-Exempt Fund
              --------------------------------------
                                
Item Number of Form N1A    Location or Caption in
                           Prospectus
                        
Part A                     
                           
    1.                     Cover Page
    2.                     Summary of Expenses
    3.                     The Funds' Financial History
    4.                     The Funds' Investment Objectives;
                           Organization and History; How the
                           Funds Pursue their Objectives
    5.                     Cover Page; How the Funds are
                           Managed; Organization and
                           History; The Funds' Investment
                           Objectives; Back Cover
    6.                     Organization and History;
                           Distributions and Taxes; How to
                           Buy Shares
    7.                     Cover Page; Summary of Expenses;
                           How to Buy Shares; How the Funds
                           Value their Shares; 12b-1 Plans;
                           Back Cover
    8.                     Summary of Expenses; How to Sell
                           Shares; How to Exchange Shares;
                           Telephone Transactions
    9.                     Not Applicable

   
March 29, 1996
    

COLONIAL INTERMEDIATE
TAX-EXEMPT FUND

COLONIAL SHORT-TERM
TAX-EXEMPT 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.

   
Contents                                            Page
Summary of  Expenses                                    
The Funds' Financial  History                          
The Funds' Investment  Objectives                      
How the Funds  Pursue their  Objectives                 
How the Funds  Measure their  Performance               
How the Funds are  Managed                              
How the Funds  Value their  Shares                      
Distributions and  Taxes                                
How to  Buy  Shares                                     
How to  Sell  Shares                                    
How to  Exchange  Shares                               
Telephone  Transactions                                
12b-1  Plans                                           
Organization and  History                              
    
   
Colonial Intermediate Tax-Exempt Fund (Intermediate Fund) and Colonial 
Short-Term Tax-Exempt Fund (Short-Term Fund) (Funds), are diversified funds of 
Colonial Trust IV (Trust), an open-end management investment company.
    
   
IS-01/926B-0396
    
   
The  Intermediate  Fund seeks as high a level of after-tax  total return as is
consistent  with moderate  volatility,  by pursuing  current  income exempt from
federal income tax and opportunities for appreciation from a portfolio primarily
invested in investment-grade,  intermediate-term municipal bonds. The Short-Term
Fund seeks as high a level of current  income exempt from federal  income tax as
is  consistent  with  relatively  low  volatility  by  investing   primarily  in
investment-grade  short-term municipal securities.  The Funds are managed by the
Adviser, an investment adviser since 1931.
    
   
This Prospectus  explains concisely what you should know before investing in the
Funds.  Read it  carefully  and retain it for future  reference.  More  detailed
information  about the Funds is in the March 29, 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 part of) this Prospectus.
    
   
The Intermediate  Fund offers two classes of shares.  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 four years after purchase.  Class B shares automatically  convert to
Class A shares after  approximately eight years. The Short-Term Fund only offers
Class A shares. See "How to Buy Shares."
    

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 Funds. The
following  tables  summarize  your  maximum  transaction  costs and your  annual
expenses  for an  investment  in each Class of the Funds'  shares.  See "How the
Funds are  Managed"  and "12b-1  Plans" for more  complete  descriptions  of the
Funds' various costs and expenses.
    

Shareholder Transaction Expenses (1)(2)

                                                     
                                  Intermediate       Short-Term
                                      Fund             Fund

                               Class A    Class B      Class A
   
Maximum Initial Sales
 Charge Imposed on a
 purchase (as a % of
 offering price) (3)             3.25%     0.00%(5)      1.00%
Maximum Contingent Deferred
 Sales Charges (as a % of
 offering price)(3)             1.00%(4)    4.00%       0.90%(4)
                                                          
   
 (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  0.65%  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 shares 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)
    

                               Intermediate            Short-Term
                                   Fund                   Fund
                          Class A        Class B        Class A
   
Management fee
 (after expense             0.00%         0.00%          0.00%
 waiver)
12b-1 fees                  0.20          0.85           0.10
Other expenses              0.40(6)       0.40(6)        0.40
                            -----         -----          -----
Total operating
  expenses                 0.60%(7)       1.25%(7)       0.50%(8)
                          ======         ======          ======
    
(6)   After expense waiver.
   
(7)   Prior to August 1, 1995, the Adviser had  voluntarily  agreed to reimburse
      the Intermediate Fund for all expenses (exclusive of 12b-1 fees, brokerage
      commissions,   interest,   taxes  and  extraordinary  expenses,  if  any).
      Effective August 1, 1995, the Adviser has voluntarily  agreed to reimburse
      the Fund's expenses to the extent total expenses (exclusive of 12b-1 fees,
      brokerage commissions, interest, taxes and extraordinary expenses, if any)
      exceed 0.40% annually of the Fund's average net assets. This agreement may
      be revoked at any time. Absent such agreement,  the "Management fee" would
      have been 0.55%,  "Other  expenses"  would have been 0.57% for each Class,
      and "Total operating expenses" would have been 1.32% for Class A and 1.97%
      for  Class B. Amounts  in the table  reflect  the  aggregate  operating
      expenses  incurred by the Fund during the fiscal year ended  November  30,
      1995, adjusted to reflect the current expense limit of the Fund.
    
   
(8)   The Adviser has  voluntarily  agreed to reimburse  the  Short-Term  Fund's
      expenses  to the  extent  total  expenses  (exclusive  of the  12b-1  fee,
      brokerage commissions, interest, taxes and extraordinary expenses, if any)
      exceed 0.40% annually of the Fund's average net assets. This agreement may
      be revoked at any time. Absent such agreement,  the "Management fee" would
      have been  0.50%,  "Other  expenses"  would  have been  0.88%,  and "Total
      operating expenses" would have been 1.48%.
    
Example
   
The  following  Example  shows  the  cumulative   expenses   attributable  to  a
hypothetical  $1,000  investment  in each  Class of  shares of the Funds 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:
    
                                                 Short-Term  
                   Intermediate Fund                Fund 
   
             Class A              Class B          Class A
Period:                     (9)         (10)
1 year        $38          $53          $13          $15
3 years        51           60           40           26
5 years        65           69           69           38
10 years      105          133(11)      133(11)       72
    
   
(9)   Assumes redemption at period end.
(10)  Assumes no redemption.
(11)  Class B shares automatically  convert to Class A shares after 
      approximately 8 years; therefore, years 9 and 10 reflect Class A share 
      expenses.
    
   
Without voluntary fee reduction,  the Intermediate  Fund's amounts would be $45,
$73,  $102 and $186 for Class A shares  for 1, 3, 5 and 10 years,  respectively;
$60, $82, $106 and $213 for Class B shares  assuming redemptions for 1, 3, 5,
and 10  years,  respectively;  and $20,  $62,  $106 and $213 for  Class B shares
assuming  no  redemptions  for 1, 3, 5 and 10 years,  respectively.  The 10 year
amounts for Class B share convert to Class A shares after approximately 8 years;
therefore, years 9 and 10 reflect Class A expenses
    
   
Without  voluntary fee  reduction,  the Short Term Fund's  amounts would be $25,
$56, $90 and $185 for Class A shares for 1, 3, 5 and 10 years, respectively.
    
   
    
THE FUNDS' 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 Funds' 1995 Annual
Report  and is  incorporated  by  reference  into the  Statement  of  Additional
Information.  The Funds adopted their  current  objectives on May 31, 1995.  The
data  presented for periods prior to May 31, 1995,  represent  operations  under
earlier objectives and policies.
    
<TABLE>
<CAPTION>

                                                                  Intermediate Fund
                                         --------------------------------------------------------------------------------
                                                                                                    Period ended
                                                       Year ended November 30                       November 30
                                                   1995                       1994                     1993(b)
                                         -------------------------  -------------------------   -------------------------
                                          Class A       Class B      Class A       Class B       Class A       Class B
<S>                                       <C>           <C>          <C>           <C>           <C>           <C>   
Net asset value - Beginning of period     $7.210        $7.210       $7.810        $7.810        $7.500        $7.500
                                          =======       =======      =======       =======       =======       ======
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (a)                  0.387         0.338       0.366         0.317         0.305         0.263
Net realized and unrealized
  gain (loss)                              0.641         0.641      (0.596)       (0.596)        0.302         0.302
                                           ------        ------     -------       -------        ------        -----
Total from Investment Operations           1.028         0.979      (0.230)       (0.279)        0.607         0.565
                                           ------        ------     -------       -------        ------        -----
LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS:
From net investment income                 (0.388)       (0.339)    (0.370)       (0.321)       (0.297)       (0.255)
                                           -------       -------    -------       -------       -------       -------
Net asset value - End of period            $7.850        $7.850     $7.210        $7.210        $7.810        $7.810
                                           =======       =======    =======       =======       =======       ======
Total return (c)(d)                        14.56%        13.82%     (3.05)%       (3.68)%        8.18%(e)      7.61%(e)
                                           ======        ======     =======       =======        =====         =====
RATIOS TO AVERAGE NET ASSETS:
Expenses                                    0.36%(f)      1.01%(f)   0.20%         0.85%         0.20%(g)       0.85%(g)
Fees and expenses waived
 or borne by the Adviser                    0.96%(f)      0.96%(f)   1.07%         1.07%         1.33%(g)       1.33%(g)
Net investment income                       5.03%(f)      4.38%(f)   4.85%         4.20%         4.53%(g)       3.88%(g)
Portfolio turnover                            69%           69%        26%           26%            5%(g)          5%(g)
Net assets at end of period ($000)       $13,317       $14,820    $16,791       $14,138       $14,700         $9,396
- ---------------------------------
(a)     Net of fees and expenses waived or
        borne by the Adviser which amounted to  $0.074      $0.074      $0.080        $0.080       $0.090        $0.090
(b)     The Fund commenced investment operations on February 1, 1993.
(c)     Total return at net asset value assuming all distributions reinvested 
        and no initial sales charge or contingent deferred sales charge.
(d)     Had the Adviser not waived or reimbursed a portion of expenses, total 
        return would have been reduced.
(e)     Not annualized.
(f)     The benefits derived from custody credits and directed brokerage 
        arrangements had no impact. Prior years' ratios are net of benefits 
        received, if any.
(g)     Annualized.
</TABLE>

THE FUNDS' FINANCIAL HISTORY cont'd
<TABLE>
<CAPTION>

                                                              Short-Term Fund
                                                --------------------------------------------
                                                        Year ended             Period ended
                                                        November 30            November 30
                                                    1995           1994           1993(b)
                                                 -----------    -----------   ---------------
                                                 Class A        Class A        Class A
<S>                                               <C>            <C>            <C>   
Net asset value - Beginning of period             $7.420         $7.530         $7.500
                                                  =======        =======        ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(a)                           0.289          0.215          0.196
Net realized and unrealized
  gain (loss)                                      0.111         (0.105)         0.012
                                                   ------        -------         -----
Total from Investment Operations                   0.400          0.110          0.208
                                                   ------         ------         -----
LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS:
From net investment income                        (0.290)        (0.220)        (0.178)
                                                  -------        -------        -------
Net asset value - End of period                   $7.530         $7.420         $7.530
                                                  =======        =======        ======
Total return (c)(d)                                5.47%          1.48%          2.80%(e)
                                                   =====          =====          =====
RATIOS TO AVERAGE NET ASSETS:
Expenses                                           0.50%(f)       0.50%          0.50%(g)
Fees and expenses waived
  or borne by the Adviser                          0.98%(f)       0.85%          1.92%(g)
Net investment income                              3.74%(f)       2.97%          2.85%(g)
Portfolio turnover                                  123%            16%            22%(g)
Net assets at end of period ($000)              $11,756        $13,763         $4,961
- ---------------------------------
(a)     Net of fees and expenses waived or
        borne by the Adviser which amounted to   $0.076         $0.063          $0.132
(b)     The Fund commenced investment operations on February 1, 1993.
(c)     Total return at net asset value assuming all distributions reinvested 
        and no initial sales charge or contingent  deferred  sales charge.  
(d)     Had the Adviser not waived or  reimbursed  a portion of  expenses,  
        total return would have been reduced.
(e)     Not annualized.
(f)     The benefits derived from custody credits and directed brokerage 
        arrangements had no impact .  Prior years' ratios are net of benefits 
        received, if any.
(g)     Annualized.
</TABLE>

Further  performance  information  is contained in the Funds'  Annual  Report to
shareholders, which is obtainable free of charge by calling 1-800-248-2828.

THE FUNDS' INVESTMENT OBJECTIVES
   
The  Intermediate  Fund seeks as high a level of after-tax  total return as is
consistent  with moderate  volatility,  by pursuing  current  income exempt from
federal income tax and opportunities for appreciation from a portfolio primarily
invested in investment-grade,  intermediate-term municipal bonds. The Short-Term
Fund seeks as high a level of current  income exempt from federal  income tax as
is  consistent  with  relatively  low  volatility  by  investing   primarily  in
investment-grade short-term municipal securities.
    
   
HOW THE FUNDS PURSUE THEIR OBJECTIVES AND CERTAIN RISK FACTORS
    
Each Fund normally  invests  substantially  all its assets in  investment  grade
tax-exempt bonds. In this Prospectus,  "tax-exempt bonds" means debt securities,
the interest on which is, in the issuer's counsel's opinion, exempt from federal
income taxes.  The  Intermediate  Fund may invest in bonds of any maturity.  The
weighted average maturity will normally range from 3 to 10 years. The Short-Term
Fund may  invest  in bonds  with  maturities  of 3 years or less.  The  weighted
average maturity will normally be approximately two years.  Tax-exempt bonds may
include  fixed,  variable or floating rate general  obligation and revenue bonds
(including municipal lease obligations and resource recovery bonds); zero coupon
and asset-backed securities;  inverse floating obligations; tax, revenue or bond
anticipation  notes; and tax-exempt  commercial paper. Each Fund may buy or sell
securities on a delayed-delivery  basis and may purchase when-issued  securities
and  securities  restricted  as to resale.  Many bonds have call  features  that
require the Fund to tender the bond back to the issuer at the issuer's  request.
If a bond is  called,  the  Fund may be able to  invest  the  proceeds  at lower
yields.

Investment  grade securities are rated Baa or higher by Moody's or BBB or higher
by S&P or unrated  securities  determined  by the  Adviser  to be of  comparable
quality.  Bonds  rated  Baa or BBB  are  considered  to  have  some  speculative
characteristics  and could be more adversely  affected by  unfavorable  economic
developments  than  higher  rated  bonds.  Neither  Fund is  required  to sell a
security when its rating is reduced.  Each Fund  currently  intends to limit its
investments in unrated bonds to less than 25% of total assets.

The value of debt securities (and thus Fund shares) usually fluctuates inversely
to changes in interest  rates.  "Inverse  floating  obligations,"  also known as
"residual  interest  bonds,"  represent  interests in  tax-exempt  bonds.  These
securities  carry  interest  rates  that vary  inversely  to  changes  in market
interest  rates.  Such securities  have  investment  characteristics  similar to
investment  leverage.  Their  market  values are  subject  to  greater  risks of
fluctuation  than securities  bearing a fixed rate of interest which may lead to
greater fluctuation in the value of Fund shares.

"Asset-backed  securities" are interests in pools of debt securities.  Principal
and interest  payments on the underlying  debt are passed through to the holders
of the  asset-backed  securities.  A pool  may  issue  more  than  one  class of
asset-backed  securities,  representing  different  rights to receive  principal
and/or interest.  Principal on the asset-backed securities may be prepaid if the
underlying debt securities are prepaid.  As a result,  these  securities may not
increase  in value  when  interest  rates  fall.  The Fund may be able to invest
prepaid  principal  only at lower  yields.  The  prepayment  of such  securities
purchased at a premium may result in losses equal to the premium.

Certain bonds do not pay interest in cash on a current basis.  However, each 
Fund will accrue and distribute this interest on a current basis, and may have 
to sell securities to generate cash for distributions.

A portion of each Fund's  assets may be held in cash or  invested in  short-term
securities  for  day-to-day  operating  purposes.  Each  Fund  intends  that its
short-term investments will be tax-exempt, but if suitable tax-exempt securities
are not available or are available  only on a when-issued  basis,  each Fund may
invest up to 20% of its  assets in  repurchase  agreements;  short-term  taxable
obligations  rated A-1+ of banks which have or whose  parent  holding  companies
have  long-term  debt ratings of AAA, or of  corporations  with  long-term  debt
ratings of AAA; and  securities of the U.S.  Government.  Based on the Adviser's
determination,  each Fund may temporarily  invest more than 20% of its assets in
such taxable  obligations for defensive  purposes.  Each Fund's policy is not to
concentrate  in any  industry,  but it may  invest  up to 25% of its  assets  in
industrial  development revenue bonds based on the credit of private entities in
any one  industry  (governmental  issuers are not  considered  to be part of any
"industry").  As a fundamental  policy, each Fund normally limits investments in
securities subject to the federal alternative minimum tax to a maximum of 20% of
total assets.

When-Issued And Delayed Delivery Securities. Each Fund may acquire without limit
securities on a "when-issued"  basis by contracting to purchase securities for a
fixed  price on a date  beyond the  customary  settlement  time with no interest
accruing  until  settlement.  Assets  equal  in  value  are  segregated  at  the
custodian.  If made through a dealer,  the contract is dependent on the dealer's
consummation  of the sale.  The dealer's  failure  could  deprive the Fund of an
advantageous  yield or price. These contracts involve the risk that the value of
the  underlying  security may change prior to  settlement.  The Fund may realize
short-term profits or losses if the contracts are sold.

Options  and  Futures.  For  hedging  purposes,  each Fund may  purchase or sell
interest rate and tax-exempt bond index futures  contracts.  A futures  contract
creates an obligation by the seller to deliver and the buyer to take delivery of
the type of  instrument  or cash at the time and in the amount  specified in the
contract.  Although most futures contracts call for the delivery (or acceptance)
of  the  specified  instrument,  futures  are  usually  closed  out  before  the
settlement date through the purchase (or sale) of a comparable contract.  If the
price of the initial sale of the futures  contract exceeds (or is less than) the
price of the offsetting  purchase,  the Fund realizes a gain (or loss).  Futures
contracts are either  covered (by holding the securities  deliverable  under the
contract)  or  assets  equal  in  value  are  segregated  in an  account  at the
custodian.

For hedging  purposes,  each Fund also may purchase or sell put and call options
on futures contracts and purchase put options on debt securities.  A call option
gives the purchaser the right to buy a security from, and a put option the right
to sell a security or contract to, the option writer at a specified price, on or
before a specified date. Each Fund will pay a premium when purchasing an option,
which  reduces  the Fund's  return on the  underlying  security if the option is
exercised  and  results in a loss if the option  expires  unexercised,  and will
receive a premium from  writing an option,  which may increase its return if the
option expires or is closed out at a profit.  If the Fund is unable to close out
an unexpired  option,  the Fund must  continue to hold the  underlying  security
until the option expires.

A Fund may not  purchase  or sell  futures  or related  options  if  immediately
thereafter  the sum of the amount of deposits for initial  margin or premiums on
the  existing  futures and options  would  exceed 5% of the market  value of the
Fund's total assets.  Transactions  in futures and related  options  involve the
risk of (1) imperfect  correlation  between the price  movement of the contracts
and the underlying securities, (2) significant price movement in one but not the
other market because of different  trading hours,  (3) the possible absence of a
liquid secondary market at any point in time, and (4) failure of the other party
to the transaction to fulfill its obligations. Also, if the Adviser's prediction
on interest  rates is  inaccurate,  the Fund may be worse off than if it had not
hedged.

   
Borrowing  of Money.  The Fund may borrow 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.
    
   
Short-Term  Trading.  The Funds may trade  portfolio  securities  for short-term
profits to take  advantage of price  differentials.  These trades are limited by
certain Internal Revenue Code requirements. High portfolio turnover may result
in higher transaction costs and higher levels of realized capital gains.
    
   
Other. The Funds may not always achieve their investment objectives.  The Funds'
investment  objectives  and  nonfundamental  policies  may  be  changed  without
shareholder approval.  Each Fund will notify investors at least 30 days prior to
any material  change in its investment  objectives.  If there is a change in the
investment  objectives,  shareholders should consider whether their 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  objectives.  Each Fund has a  fundamental  policy of
investing  under  normal  circumstances  at least  80% of its  total  assets  in
tax-exempt bonds. This policy and each Fund's other fundamental  policies listed
in the  Statement  of  Additional  Information  cannot be  changed  without  the
approval of a majority of such 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 FUNDS MEASURE THEIR 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 3.25% on Class A shares for
the  Intermediate  Fund or 1.00% on Class A shares for the Short-Term  Fund, and
the  contingent  deferred  sales charge  applicable to the time period quoted on
Class B shares for the  Intermediate  Fund.  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 Fund's  Class's  yield and  tax-equivalent  yield,  which differ from total
return  because  they  do not  consider  the  change  in net  asset  value,  are
calculated in accordance with the Securities and Exchange  Commission's formula.
Each Class's distribution rate is calculated by dividing the most recent month's
distribution, annualized, by the maximum offering price of that Class at the end
of the month.  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 FUNDS ARE MANAGED

The  Trustees  formulate  the Funds'  general  policies  and  oversee the Funds'
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 Funds' shares.  Colonial Investors Service Center, Inc. 
(Transfer Agent), an affiliate of the Adviser, serves as the shareholder 
services and transfer agent for the Funds.  The Colonial Group, Inc. is a direct
subsidiary of Liberty Financial Companies, Inc. which in turn is 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  each 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 Intermediate Fund and
the  Short-Term  Fund  pay  the  Adviser  an  annual  fee of  0.55%  and  0.50%,
respectively, of their average daily net assets.
    

William C. Loring,  Vice  President of the Adviser,  has managed the Funds since
their inception and various other Colonial tax-exempt funds since 1986.
   
The Adviser also provides  pricing and  bookkeeping  services to each Fund for a
monthly fee of $2,250 plus a percentage  of each Fund's  average net assets over
$50  million.  The  Transfer  Agent  provides  transfer  agency and  shareholder
services  to each Fund for a fee of 0.14%  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 Funds (and of certain  other
Colonial funds) in selecting broker-dealers for portfolio security transactions.

HOW THE FUNDS VALUE THEIR 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 of the Funds are
valued as of the close of the New York Stock  Exchange  (Exchange)  each day the
Exchange  is  open.  Portfolio  securities  for  which  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

Each 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.

   
Each  Fund  generally  declares  distributions  daily  and  pays  them  monthly.
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 the net asset value.  To change your  election,  call the Transfer Agent
for information.  Although each Fund's distributions of interest from tax-exempt
bonds  will not be  subject to  regular  federal  income  tax, a portion of such
interest  may be  included  in  computing a  shareholder's  federal  alternative
minimum tax liability.  In addition,  shareholders  will generally be subject to
state and local  income  taxes on  distributions  they  receive  from each Fund.
Furthermore,  capital gains distributions by each Fund will generally be subject
to  federal,   state  and  local  income  taxes.   If  the  Funds  make  taxable
distributions,  they will generally be taxable  whether you receive them in cash
or in additional Fund shares;  you must report them as taxable income unless you
are a tax-exempt institution.  Social security benefits may be taxed as a result
of  receiving  tax-exempt  income.  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 Funds are offered continuously. Orders received in good form prior
to the time at which the Funds  value  their  shares (or placed with a financial
service  firm before such time and  transmitted  by the  financial  service firm
before the Funds process 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 is
$50; and the minimum  initial  investment for 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.  Each Fund may refuse any
purchase order for its shares.  See the Statement of Additional  Information for
more information.
    
   
Intermediate  Fund.  The  Intermediate  Fund's Class A shares are offered at net
asset  value,  subject  to a 0.20%  annual  service  fee,  plus an  initial or a
contingent deferred sales charge as follows:
    
 
                                      
                                  Initial Sales Charge
                            -----------------------------------
                                                   Retained
                                                      by
                                                   Financial
                                                    Service
                                                     Firm
                                  as % of          as % of
                            --------------------
                            Amount     Offering    Offering
 Amount Purchased           Invested     Price       Price

 Less than $100,000           3.35%      3.25%       3.00%
 $100,000 to less than
     $250,000                 2.56%      2.50%       2.25%
 $250,000 to less than
     $500,000                 2.04%      2.00%       1.75%
 $500,000 to less
    than $1,000,000           1.52%      1.50%       1.25%
 $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.

   
    
   
Class B Shares.  Class B shares  are  offered  at net asset  value,  without  an
initial  sales  charge,   subject  to  a  0.65%  annual   distribution  fee  for
approximately  eight  years (at which  time they  convert  to Class A shares not
bearing  a  distribution  fee),  a 0.20%  annual  service  fee  and a  declining
contingent  deferred sales charge if redeemed within 4four 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:
    

          Years               Contingent Deferred
     After Purchase              Sales Charge

           0-1                       4.00%
           1-2                       3.00%
           2-3                       2.00%
           3-4                       1.00%
       More than 4                   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 3.00% on Class B share purchases.

   
Short-Term  Fund. The Short-Term  Fund's Class A shares are offered at net asset
value,  subject to a 0.10% annual  service fee,  plus an initial or a contingent
deferred sales charge as follows:
    

                                 Initial Sales Charge
                          -----------------------------------
                                                  Retained
                                                     by
                                                  Financial
                                                   Service
                                                    Firm
                                 as % of           as % of
                          ----------------------
                            Amount     Offering    Offering
Amount Purchased           Invested     Price       Price

Less than $1,000,000        1.01%      1.00%       0.90%
$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                    0.90%
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 0.90% 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 over $5 million.

   
    
The Short-Term  Fund may in the future issue Class B and other classes of shares
which may have different sales charges or other features.

   
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  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 invested immediately. Purchases of $250,000 or more must be
for Class A shares. Consult your financial service firm.

   
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. See the
Statement of Additional Information for more information.
    
   
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.  These  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 Funds 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
Funds 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  institution.  Stock power
forms are available  from financial  service firms,  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 Funds  value  their  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
Funds 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 Funds
may deduct $10 (payable to the Transfer Agent) from accounts valued at less than
$1,000  unless the account  value has dropped below $1,000 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 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.  An
exchange from the  Short-Term  Fund into a non-money  market fund will be at the
applicable  offering price  (including  sales charge) next  determined  less any
sales  charge  previously  paid.  Other 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.  Exchange  of Class B shares are not  subject to the  contingent
deferred sales charge.  However,  if shares are redeemed within four years after
the original purchase, a contingent deferred sales charge will be assessed using
the schedule of the fund in which the original investment was made.

TELEPHONE TRANSACTIONS

   
All shareholders  and/or their financial advisers are automatically  eligible to
exchange  Fund  shares by telephone and may redeem up to  $50,000  of each  
Fund's  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 
Transfer Agent will employ  reasonable  procedures to confirm that instructions
communicated by telephone are genuine and, if it does not, may be liable for 
any losses due to  unauthorized  or fraudulent  telephone transactions. 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  and/or their  financial  advisers are not obligated to transact by
telephone.
    

12B-1 PLANS

   
Under 12b-1 Plans,  the Short-Term  Fund pays the  Distributor an annual service
fee of 0.10% of the Fund's average net assets;  the  Intermediate  Fund pays the
Distributor  an annual  service  fee of 0.20% of the Fund's  average  net assets
attributed  to each Class of shares and an annual  distribution  fee of 0.65% of
the  average  net  assets  attributed  to  its  Class  B  shares.   Because  the
Intermediate  Fund's Class B shares bear the additional  distribution fee, their
dividends will be lower than the dividends of the Fund's Class A shares. Class B
shares automatically convert to Class A shares,  approximately eight years after
the Class B shares  were  purchased.  The  Intermediate  Fund's  multiple  class
structure could be terminated should certain Internal Revenue Service rulings be
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,
shareholder  servicing costs 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 a  Massachusetts  business  trust  organized  in 1978.  Each  Fund
represents the entire interest in a separate portfolio of the Trust.

   
The Trust is not  required  to hold  annual  shareholder  meetings,  but special
meetings may be called for certain purposes.  Shareholders  receive one vote for
each Fund share.  Shares of the 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  Funds  and the  Trust  and  requires  that  notice  of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by the Funds 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 Funds.  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 
UMB, n.a.
928 Grand Avenue
Kansas City, MO 64106
    

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.

   
March 29, 1996
    


COLONIAL INTERMEDIATE
TAX-EXEMPT FUND

COLONIAL SHORT-TERM
TAX-EXEMPT FUND

PROSPECTUS


   
Colonial  Intermediate  Tax-Exempt Fund seeks as high a level of after-tax total
return,  as is consistent with moderate  volatility,  by pursuing current income
exempt  from  federal  income  tax and  opportunities  for  appreciation  from a
portfolio primarily invested in  investment-grade,  intermediate-term  municipal
bonds.  Colonial  Short-Term  Tax-Exempt  Fund  seeks as high a level of current
income  exempt from federal  income tax as is  consistent  with  relatively  low
volatility  by investing  primarily  in  investment-grade  short-term  municipal
securities.
    
   
For  more   detailed   information   about  the  Funds,   call  the  Adviser  at
1-800-248-2828 for the March 29, 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
_________________________________________________________________
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

______________________________________
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

______________________________________
Bank street address

______________________________________
City            State          Zip

______________________________________
Bank account number

______________________________________
Bank routing #

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

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

_____________________________________
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

Checkwriting Signature Card
(Class A & Class C Shares Only)

Colonial Mutual Funds

Signature Card for the Bank of Boston ("Bank").

- -----------------------------------------------
Name of Fund	

- -----------------------------------------------
Fund account number

Indicate the number of signatures required

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

Account Name: 

You must sign below exactly as your account is registered.

X
- -----------------------------------------------
Signature

X
- -----------------------------------------------
Signature                         	

By signing this card, you are subject to the conditions printed on the reverse
side.  If adding this privilege to an existing account, your signatures must be
guaranteed.

Checkwriting Privilege

By electing the checkwriting privilege and signing the signature card, I
acknowledge that I am subject to the rules and regulations of the Bank of
Boston ("Bank") as currently existing and as they may be amended from time
to time. I designate the Bank as my representative to present checks drawn
on my Fund account to the Fund or its Agent and deposit the proceeds in this
checking account. I understand that the shares for which share certificates
have been issued or requested cannot be redeemed in this manner.

If the account is registered in joint tenancy, all persons must sign this card,
and each person guarantees the genuineness of all other parties' signatures.  I
understand that if only one person signs a check, that all other tenants have
authorized that signature.

Minimum and Maximum
I understand that checks may not be in amounts less than $500 nor more than
$100,000, and that the Fund reserves the right to change these limits in its
sole discretion. I agree that neither the Fund nor its Agent is responsible
for any loss, expense, or cost arising from these redemptions. Also, if I have
recently made additional investments, I understand that redemption proceeds
will not be available until the check used to purchase the investment
(including a certified or cashier's check) has been cleared by the bank on
which it is drawn, which could take up to 15 days or more.

D-138A-0795
                                
                        COLONIAL TRUST IV
                      Cross Reference Sheet
                    Colonial Tax-Exempt Fund
                    -------------------------

Item Number of Form N-1A   Location or Caption in Prospectus
                           
Part A                     
                           
    1.                     Cover Page
    2.                     Summary of Expenses
    3.                     The Fund's Financial History
    4.                     The Fund's Investment Objective;
                           Organization and History; How the
                           Fund Pursues its Objective
    5.                     Cover Page; How the Fund is
                           Managed; Organization and
                           History; The Fund's Investment
                           Objective; Back Cover
    6.                     Organization and History;
                           Distributions and Taxes; How to
                           Buy Shares
    7.                     Cover Page; Summary of Expenses;
                           How to Buy Shares; How the Fund
                           Values its Shares; 12b-1 Plans;
                           Back Cover
    8.                     Summary of Expenses; How to Sell
                           Shares; How to Exchange Shares;
                           Telephone Transactions
    9.                     Not Applicable

   
March 29, 1996
    

COLONIAL TAX-
EXEMPT 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.
    

   
Colonial  Tax-Exempt  Fund  (Fund),  a  diversified  fund of  Colonial  Trust IV
(Trust),  an open-end management  investment  company,  seeks as high a level of
after-tax total return  as is consistent with prudent risk, by pursuing current
income  exempt  from  federal  income  tax  and   opportunities   for  long-term
appreciation from a portfolio primarily invested in  investment-grade  municipal
bonds.
    

   
                                                                TE-01/927B-039
    

   
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.  More detailed
information about the Fund is in the March 29, 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.
    

   
The Fund offers two  classes of shares.  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 of purchase. Class B shares automatically convert to Class
A shares after approximately eight years. See "How to Buy Shares."
    

   
Contents                                             Page
Summary of Expenses
The Fund's Financial History
The Fund's Investment Objective
How the Fund Pursues its Objective
  and Certain Risk Factors
How the Fund  Measures its
 Performance
How the Fund is  Managed
How the Fund  Values its  Shares
Distributions and  Taxes
How to  Buy  Shares
How to  Sell  Shares
How to  Exchange  Shares
Telephone  Transactions
12b-1  Plans
Organization and  History
    

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 each Class of the Fund's shares. 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)                       4.75%      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 shares 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 (6)                   0.52%                   0.52%
       12b-1 fees                           0.25                    1.00
       Other expenses                       0.21                    0.21
                                            ----                    ----
       Total operating expenses             0.98%                   1.73%
                                            ====                    ====
    

   
(6) For fiscal year 1995, the management fee was 0.55% and did not reflect the
    1996 management fee reductions.  See "Fund Charges and Expenses" in the
    Statement of Additional Information.
    

Example

The  following  Example  shows  the  cumulative   expenses   attributable  to  a
hypothetical  $1,000  investment  in each  Class of  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:

   
       Period:                  Class A                     Class B
                                                       (7)              (8)
       1 year                    $57                $ 68             $ 18
       3 years                    77                  85               55
       5 years                    99                 114               94
       10 years                  162                 184 (9)          184 (9)
    

   
(7) Assumes redemption at period end.
(8) Assumes no redemption.
(9) Class B shares automatically  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  schedule  of  financial   highlights  for  a  share  outstanding
throughout  each period has 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 Fund adopted its current  objective on May 31, 1995.  The data
presented for periods prior to May 31, 1995 represent  operations  under earlier
objectives and policies.
    

<TABLE>
<CAPTION>
                                                                              CLASS A
                                           ------------------------------------------------------------------------------
                                                                       Year ended November 30
                                           ------------------------------------------------------------------------------
                                              1995        1994           1993         1992        1991            1990
                                              ----        ----           ----         ----        ----            ----
<S>                                         <C>         <C>            <C>          <C>         <C>             <C>
Net asset value - Beginning of period       $12.180     $13.920        $13.480      $13.190     $12.890         $13.020
                                            -------     -------        -------      -------     --------        -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income                         0.771       0.795          0.842        0.913       0.955           0.986
Net realized and unrealized
    gain (loss)                               1.535      (1.744)         0.451        0.277       0.305          (0.120)
                                              -----      -------         -----        -----       ------         -------
    Total from Investment Operations          2.306      (0.949)         1.293        1.190       1.260           0.866
                                              -----      -------         -----        -----       ------          -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                   (0.766)     (0.791)        (0.853)      (0.900)     (0.955)         (0.996)
From net realized gains                        ---         ---            ---          ---         ---             ---
From capital paid in                           ---         ---            ---          ---       (0.005) (a)       ---
                                               ---         ---            ---          ---       ------- ---       ---
Total From Distributions Declared to         (0.766)     (0.791)        (0.853)      (0.900)     (0.960)         (0.996)
Shareholders                                 -------     -------        -------      -------     -------         -------
Net asset value - End of period             $13.720     $12.180        $13.920      $13.480     $13.190         $12.890
                                            =======     =======        =======      =======     ========        =======
Total return (b)                             19.35%      (7.08)%         9.80%        9.29%      10.12%           6.95%
                                             ======      =======         =====        =====      ======           =====
RATIOS TO AVERAGE NET ASSETS:
Expenses                                      1.01% (c)   1.01%          1.02%        1.05%       1.03%           1.05%
Net investment income                         5.82% (c)   6.00%          6.06%        6.81%       7.29%           7.64%
Portfolio turnover                              41%         56%            28%          14%         10%             10%
Net assets at end of period (in millions)    $3,111      $2,858         $3,357       $2,899      $2,486          $1,886
- ----------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                                                         CLASS A
                                             --------------------------------------------------------
                                                                  Year ended November 30
                                             --------------------------------------------------------
                                                1989        1988         1987           1986
                                                ----        ----         ----           ----
<S>                                           <C>         <C>          <C>            <C>
Net asset value - Beginning of period         $12.970     $12.760      $13.880        $12.760
                                              -------     -------      -------        -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income                           1.001       1.007        1.083          1.110
Net realized and unrealized
    gain (loss)                                 0.045       0.235       (1.159)         1.150
                                                -----       -----       -------         -----
    Total from Investment Operations            1.046       1.242       (0.076)         2.260
                                                -----       -----       -------         -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                     (0.996)     (1.032)      (1.015)        (1.085)
From net realized gains                          ---         ---        (0.029)        (0.055)
From capital paid in                             ---         ---          ---            ---
                                                 ---         ---          ---            ---
Total From Distributions Declared to           (0.996)     (1.032)      (1.044)        (1.140)
Shareholders                                   -------     -------      -------        -------
Net asset value - End of period               $13.020     $12.970      $12.760        $13.880
                                              =======     =======      =======        =======
 Total return (b)                                8.33%      10.03%       (0.55)%       18.38%
                                                 =====      ======       =======       ======
RATIOS TO AVERAGE NET ASSETS:
Expenses                                        1.03%       1.06%        1.08%          1.05%
Net investment income                           7.67%       7.77%        7.79% (d)      8.10% (d)
Portfolio turnover                                 9%         22%          20%            26%
Net assets at end of period (in millions)      $1,547      $1,389       $1,278         $1,342
- ---------------------------------
</TABLE>

   
(a) Because of differences  between book and tax basis accounting,  there was no
    return of capital for federal income tax purposes.
(b) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.
(c) The  benefits   derived  from  custody   credits  and  directed   brokerage
    arrangements had no impact. Prior years' ratios are net of benefits
    received, if any.
(d) Ratio excludes reduction of provision for accumulated earnings tax.
    

   
    

THE FUND'S FINANCIAL HISTORY (CONT'D)

<TABLE>
<CAPTION>
                                                                                Class B
                                                      -----------------------------------------------------------
                                                                         Year ended November 30
                                                      -----------------------------------------------------------
                                                        1995           1994            1993            1992 (a)
                                                        ----           ----            ----            --------
<S>                                                    <C>            <C>             <C>              <C>
Net asset value - Beginning of period                  $12.180        $13.920         $13.480          $13.230
                                                       -------        -------         -------          -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income                                    0.673          0.695           0.740            0.462
Net realized and unrealized gain (loss)                  1.535         (1.744)          0.451            0.248
                                                         ------        -------          -----            -----
   Total from Investment Operations                      2.208         (1.049)          1.191            0.710
                                                         ------        -------          -----            -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                              (0.668)        (0.691)         (0.751)          (0.460)
                                                        -------        -------         -------          -------
Net asset value - End of period                        $13.720        $12.180         $13.920          $13.480
                                                       ========       =======         =======          =======
Total return(b)                                         18.47%         (7.78)%          9.00%            9.29% (d)
                                                        ======         =======          =====            =====
RATIOS TO AVERAGE NET ASSETS:
Expenses                                                 1.76% (c)      1.76%           1.77%            1.80% (e)
Net investment income                                    5.07% (c)      5.25%           5.31%            6.06% (e)
Portfolio turnover                                         41%            56%             28%              14%
Net assets at end of period (in millions)                 $469           $440            $430             $137
- -----------------------------
</TABLE>

   
(a) Class B shares  were  initially  offered on May 5, 1992.  Per share  amounts
    reflect activity from that date.
(b) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.
(c) The  benefits   derived  from  custody   credits  and  directed   brokerage
    arrangements had no impact. Prior years' ratios are net of benefits, if any.
(d) Not annualized.
(e) Annualized.
    

Further  performance  information  is contained in the Fund's  Annual  Report to
shareholders, which is obtainable free of charge by calling 1-800-248-2828.

   
THE FUND'S INVESTMENT OBJECTIVE
    

   
The Fund seeks as high a level of after-tax total return  as is consistent with
prudent risk,  by pursuing  current  income  exempt from federal  income tax and
opportunities for long-term  appreciation from a portfolio primarily invested in
investment-grade  municipal bonds. In this Prospectus,  "tax-exempt bonds" means
debt  securities of any maturity that, in the issuer's  counsel's  opinion,  are
exempt from federal income taxes.
    

   
HOW THE FUND PURSUES ITS OBJECTIVE AND CERTAIN RISK FACTORS
    

The Fund normally invests  substantially all its assets in tax-exempt bonds. The
Fund may invest in bonds of any  maturity.  Certain 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. Many bonds have call features that require the Fund to tender
the bond back to the issuer at the issuer's  request.  If a bond is called,  the
Fund may only be able to invest the proceeds at lower yields.

   
The Fund  currently  intends to limit its  investments  in (a) bonds rated lower
than  Baa  by  Moody's,  lower  than  BBB  by  S&P  or  comparably  rated  bonds
(collectively "lower rated bonds") and (b) unrated bonds of all credit qualities
but excluding prerefunded bonds, in the aggregate, to not more than 35% of total
assets.  The Fund currently intends to limit its investments in unrated bonds of
all credit  qualities  but  excluding  prerefunded  bonds to 25% of total assets
(which 25% shall be  included  in the 35%  aggregate  limit for lower  rated and
unrated bonds above). Relative to comparable securities of higher quality, lower
rated bonds and many unrated securities:
    

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 and 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;

     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; and
    

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

   
Weighted average composition of the Fund's portfolio at November 30, 1995, was:
    

                           Rated           Unrated
   
Investment grade          81.80%            15.70%
B-BB and equivalent        0.70              1.40
Below B                    0.00              0.40
                           ----              ----
  Total                   82.50%            17.50%
                          =====             =====
    

This composition does not necessarily  reflect the current or future  portfolio.
The Fund is not required to sell a security when its rating is reduced.

The value of debt securities (and thus Fund shares) usually fluctuates inversely
to changes in interest rates. A portion of the Fund's assets may be held in cash
or invested in short-term securities for day-to-day operating purposes. The Fund
intends that its  short-term  investments  will be  tax-exempt,  but if suitable
tax-exempt  securities  are not available or are available only on a when-issued
basis, the Fund may invest up to 20% of its assets (reduced by the percentage of
its total assets invested in "private  activity  bonds",  which the Fund intends
will not exceed 20% of its assets) in repurchase agreements;  short-term taxable
obligations  rated A-1+ of banks which have or whose  parent  holding  companies
have  long-term  debt ratings of AAA, or of  corporations  with  long-term  debt
ratings of AAA; and securities of the U.S. government.  The Fund may temporarily
invest  more  than  20% of its  assets  in  taxable  obligations  for  defensive
purposes.  The Fund's policy is not to concentrate  in any industry,  but it may
invest up to 25% of its assets in industrial  development revenue bonds based on
the credit of private entities in any one industry (governmental issuers are not
considered to be part of any "industry").  The Fund currently limits investments
in securities subject to the federal alternative minimum tax to a maximum of 20%
of total assets.

"When Issued" and "Delayed Delivery" Securities. The Fund may acquire securities
on a  "when-issued"  or  "delayed  delivery"  basis by  contracting  to purchase
securities for a fixed price on a date beyond the customary settlement time with
no interest accruing until settlement. If made through a dealer, the contract is
dependent on the dealer  completing the sale. The dealer's failure could deprive
the Fund of an advantageous  yield or price.  These  contracts  involve the risk
that the value of the underlying  security may change prior to  settlement.  The
Fund  may  realize  short-term  gains  or  losses  if the  contracts  are  sold.
Transactions  in  when-issued  securities  may be limited  by  certain  Internal
Revenue Code requirements.

Options  and  Futures.  The Fund may  write  covered  call  and put  options  on
securities  held in its  portfolio  and  purchase  call and put  options on debt
securities.  A call option gives the purchaser the right to buy a security from,
and a put  option  the  right to sell a  security  to,  the  option  writer at a
specified price, on or before a specified date. The Fund will pay a premium when
purchasing an option, which reduces the Fund's return on the underlying security
if the  option  is  exercised  and  results  in a loss  if  the  option  expires
unexercised.  The Fund will receive a premium from writing an option,  which may
increase its return if the option expires or is closed out at a profit.  So long
as the Fund is the writer of a call option it will own the  underlying  security
subject  to  the  option  (or   comparable   securities   satisfying  the  cover
requirements  of securities  exchanges).  So long as the Fund is the writer of a
put option it will hold cash and/or  high-grade  debt  obligations  equal to the
price to be paid if the option is exercised.  If the Fund is unable to close out
an unexpired  option,  the Fund must  continue to hold the  underlying  security
until the option expires.  Trading hours for options may differ from the trading
hours for the underlying securities.  Thus significant price movements may occur
in the securities markets that are not reflected in the options market. This may
limit the effectiveness of options as hedging devices.

The Fund may buy or write  options  that are not traded on  national  securities
exchanges  and  not  protected  by  the  Options  Clearing  Corporation.   These
transactions are effected directly with a broker-dealer,  and the Fund bears the
risk that the broker-dealer will fail to meet its obligations.  The market value
of such  options  and other  illiquid  assets  will not exceed 10% of the Fund's
total assets.

   
For  hedging  purposes,  the Fund may  purchase  or sell (1)  interest  rate and
tax-exempt  bond index futures  contracts,  and (2) put and call options on such
contracts and on such indices.  A futures  contract creates an obligation by the
seller to deliver and the buyer to take  delivery of the type of  instrument  at
the time and in the amount specified in the contract.  Although futures call for
delivery (or acceptance) of the specified instrument, futures are usually closed
out before the  settlement  date  through the  purchase  (sale) of a  comparable
contract.  If the initial sale price of the future exceeds (or is less than) the
price of the offsetting purchase, the Fund realizes a gain (or loss). Options on
futures contracts  operate in a similar manner to options on securities,  except
that the position assumed is in futures contracts rather than in securities. The
Fund may not purchase or sell futures  contracts or purchase  related options if
immediately  thereafter  the sum of the amount of deposits for initial margin or
premiums on the existing  futures and related options  positions would exceed 5%
of the market  value of the Fund's  total  assets.  Transactions  in futures and
related options involve the risk of (1) imperfect  correlation between the price
movement of the contracts and the underlying  securities,  (2) significant price
movement in one but not the other market because of different trading hours, (3)
the possible  absence of a liquid secondary market at any point in time, and (4)
if the Adviser's  prediction on interest  rates is  inaccurate,  the Fund may be
worse off than if it had not hedged.
    

   
Temporary/Defensive  Investments.  Temporarily available cash may be invested in
certificates  of deposit,  bankers'  acceptances,  Treasury bills and repurchase
agreements. Some or all of the Fund's assets 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 right 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,  the Fund  will not
purchase  additional  portfolio  securities  while  borrowings  exceed 5% of net
assets.
    

   
Other.  The Fund may not always  achieve its  investment  objective.  The Fund's
investment  objective  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 objective.  If there is a change in
the  investment,  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 has a  fundamental  policy of
investing  under  normal  circumstances  at least  80% of its  total  assets  in
tax-exempt bonds.  This policy and the Fund's other 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 4.75% 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 and  tax-equivalent  yield,  which differ from total return
because  they do not  consider  changes in net asset value,  are  calculated  in
accordance  with the  Securities  Exchange  Commission's  formula.  Each Class's
distribution   rate  is   calculated   by  dividing  the  most  recent   month's
distribution, annualized, by the maximum offering price of that Class at the end
of the month.  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 which 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 in turn is 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.
    

   
Bonny E. Boatman,  Senior Vice President and Director of the Adviser and head of
the Tax-Exempt  Group,  has managed the Fund since 1993 and has managed  various
other Colonial  tax-exempt  funds since 1985.  Robert S. Waas, Vice President of
the  Adviser,  has  co-managed  the Fund since July 1995.  Prior to joining  the
Adviser in July 1995,  Mr. Waas was a portfolio  manager at Van  Kampen/American
Capital and the Colonial Penn Group.
    

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 0.14%  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 of the Fund 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   distributions  daily  and  pays  them  monthly.
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.  If the Fund makes  taxable  distributions  they will  generally be
taxable 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.
Although the Fund's  distributions of interest from tax-exempt bonds will not be
subject to  regular  federal  income  tax,  a portion  of such  interest  may be
included in computing a shareholder's federal alternative minimum tax liability.
In addition,  shareholders  will  generally be subject to state and local income
taxes on distributions  they receive from the Fund.  Furthermore,  capital gains
distributions by the Fund will generally be subject to federal,  state and local
income  taxes.  Social  security  benefits may be taxed as a result of receiving
tax-exempt  income.  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 the  financial  service firm
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 is
$50 and the minimum initial investment for a Colonial retirement program is $25.
Certificates  will  not be  issued  for  Class  B  shares  and  there  are  some
limitations on the issuance of Class A share  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 
0.25% annual service fee, plus an initial or a contingent deferred sales charge
as follows:
    

                                          Initial Sales Charge
                                 ---------------------------------------
                                                                Retained
                                                                  by
                                                               Financial
                                                                Service
                                                                  Firm
                                            as % of             as % of
                                  ---------------------------
                                     Amount       Offering      Offering
Amount Purchased                     Invested       Price         Price
Less than $50,000                      4.99%         4.75%        4.25%
$50,000 to less than $100,000          4.71%         4.50%        4.00%
$100,000 to less than $250,000         3.63%         3.50%        3.00%
$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.

   
    

   
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:
    

         Years                 Contingent Deferred
    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  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 invested immediately. Purchases of $250,000 or more must be
for Class A shares.  Consult your financial service firm.

   
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. See the
Statement of Additional Information for more information.
    

   
    

   
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.  These  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  institution.  Stock
power forms are available from financial  service firms,  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  below $1,000  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 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 by telephone 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 Transfer Agent will employ  reasonable  procedures to
confirm that instructions  communicated by telephone are genuine and, if it does
not, may be liable for any losses due to  unauthorized  or fraudulent  telephone
transactions. 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  and/or their
financial advisers are not obligated to transact by telephone.
    

   
    

12B-1 PLANS

Under 12b-1 Plans,  the Fund pays the Distributor an annual service fee of 0.25%
of the Fund's  average net assets  attributed to each Class of shares.  The Fund
also pays the Distributor an annual distribution fee of 0.75% of the average net
assets  attributed  to its Class B shares.  Because  the Class B shares bear the
additional  distribution  fees, 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  should certain  Internal  Revenue Service
rulings be  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,  shareholder  servicing  costs 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 a  Massachusetts  business  trust  organized  in  1978.  The Fund
represents the entire interest in a separate portfolio of the Trust.
    

   
The Trust is not  required  to hold  annual  shareholder  meetings,  but special
meetings may be called for certain purposes.  Shareholders  receive one vote for
each Fund share.  Shares of the 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
UMB, n.a.
928 Grand Avenue
Kansas City, MO  64106
    

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.


   
March 29, 1996
    

COLONIAL TAX-
EXEMPT FUND

PROSPECTUS

   
Colonial  Tax-Exempt Fund seeks as high a level of after-tax total return, as is
consistent  with prudent  risk, by pursuing  current  income exempt from federal
income  tax  and  opportunities  for  long-term  appreciation  from a  portfolio
primarily invested in investment-grade municipal bonds.
    

   
For more detailed information about the Fund, call the Adviser at 1-800-248-2828
for the March 29, 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 TRUST IV
                      Cross Reference Sheet
                Colonial Tax-Exempt Insured Fund
                ---------------------------------
                                
Item Number of Form N-1A     Location or Caption in Prospectus
                             
Part A                       
                             
    1.                       Cover Page
    2.                       Summary of Expenses
    3.                       The Fund's Financial History
    4.                       The Fund's Investment Objective;
                             Organization and History; How the
                             Fund Pursues its Objective
    5.                       Cover Page; How the Fund is
                             Managed; Organization and
                             History; The Fund's Investment
                             Objective; Back Cover
    6.                       Organization and History;
                             Distributions and Taxes; How to
                             Buy Shares
    7.                       Cover Page; Summary of Expenses;
                             How to Buy Shares; How the Fund
                             Values its Shares; 12b-1 Plans;
                             Back Cover
    8.                       Summary of Expenses; How to Sell
                             Shares; How to Exchange Shares;
                             Telephone Transactions
    9.                       Not Applicable

   
March 29, 1996
    

COLONIAL TAX-EXEMPT INSURED 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
saving  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.

   
Colonial Tax-Exempt Insured Fund (Fund), a diversified fund of Colonial Trust IV
(Trust),  an open-end management  investment  company,  seeks as high a level of
after-tax total return,  as is consistent with prudent risk, by pursuing current
income  exempt  from  federal  income  tax  and   opportunities   for  long-term
appreciation from a portfolio primarily invested in insured municipal bonds. See
"How the Fund Pursues its Objective" for a detailed discussion of the nature and
limitations of portfolio insurance.
    

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.

   
                           TI-01/924B-0396-0396
    

   
Read it carefully and retain it for future reference.  More detailed information
about the Fund is in the March 29, 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.
    

   
The Fund offers two  classes of shares.  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  automatically  convert to
Class A shares after approximately eight years. See "How to Buy Shares."
    

   
Contents                                                 Page
Summary of  Expenses                                         
The Fund's  Financial  History                               
The Fund's  Investment  Objective                            
How the Fund  Pursues its  Objective                         
How the Fund  Measures its  Performance                      
How the Fund is  Managed                                     
How the Fund  Values its  Shares                             
Distributions and  Taxes                                     
How to  Buy  Shares                                          
How to  Sell  Shares                                         
How to  Exchange  Shares                                     
Telephone  Transactions                                      
12b-1  Plans                                                 
Organization and  History                                    
    

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 each Class of the Fund's shares. See "How the Fund
is Managed" and "12b-1 Plans" for more complete descriptions of the Fund's 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)                        4.75%         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 shares 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                        0.25                      1.00
Other expenses                    0.25                      0.25
                                  ----                      ----
Total operating expenses          1.05%                     1.80%
                                  =====                     =====
    


Example

The  following  Example  shows  the  cumulative   expenses   attributable  to  a
hypothetical  $1,000  investment  in each  Class of  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                          $ 58              $ 68          $ 18
3 years                           79                87            57
5 years                          103               118            98
10 years                         170               192 (8)      192 (8)
    

   
(6)  Assumes redemption at period end.

(7)  Assumes no redemption.

(8)  Class  B  shares   automatically   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 has 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 Fund adopted its current  objective on May 31, 1995.  The data
presented for periods prior to May 31, 1995 represent  operations  under earlier
objectives and policies.
    
<TABLE>
<CAPTION>

                                                                         Class A
                                              -------------------------------------------------------------------
                                                                  Year ended November 30
                                               1995        1994        1993        1992         1991        1990
                                               ----        ----        ----        ----         ----        ----

<S>                                           <C>         <C>         <C>         <C>          <C>         <C>
Net asset value - Beginning of period         $7.450      $8.420      $8.080      $7.880       $7.660      $7.680
                                              ------      ------      ------      ------       ------      ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income                          0.418       0.439       0.456       0.480        0.496       0.506
Net realized and unrealized
gain (loss)                                    0.935      (0.977)      0.338       0.200        0.222      (0.016)
                                               -----      -------      -----       -----        -----      -------
   Total from Investment Operations            1.353      (0.538)      0.794       0.680        0.718       0.490
                                               -----      -------      -----       -----        -----       -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                    (0.423)     (0.432)     (0.454)     (0.480)      (0.498)     (0.510)
                                              ------       ------      ------      ------       ------      ------
From net realized gain                        ------       ------      ------      ------       ------      ------
Total Distributions Declared to Shareholders  (0.423)     (0.432)     (0.454)     (0.480)      (0.498)     (0.510)
                                              -------     -------     -------     -------      -------     -------
Net asset value - End of period               $8.380      $7.450      $8.420      $8.080       $7.880      $7.660
                                              ======      ======      ======      ======       ======      ======
Total return (a)                              18.55%      (6.61)%     10.00%       8.85%        9.66%       6.65%
                                              ======      =======     ======       =====        =====       =====
RATIOS TO AVERAGE NET ASSETS:
Expenses                                       1.05%(b)    1.05%       1.07%       1.10%        1.08%       1.10%
Net investment income                          5.20%(b)    5.44%       5.44%       5.97%        6.35%       6.66%
Portfolio turnover                               31%         36%         12%          7%           8%         15%
Net assets at end of period (000)           $240,894    $198,909    $241,610    $217,782     $189,483    $142,525
- --------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                                                          Class A
                                                      ----------------------------------------------
                                                                   Year ended November 30
                                                        1989        1988         1987       1986

<S>                                                    <C>         <C>          <C>        <C>
Net asset value - Beginning of period                  $7.460      $7.260       $8.120     $7.150
INCOME FROM INVESTMENT OPERATIONS:
Net investment income                                   0.508       0.510        0.501      0.546 (c)
Net realized and unrealized
gain (loss)                                             0.222       0.201       (0.767)     0.966
   Total from Investment Operations                     0.730       0.711       (0.266)     1.512
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                             (0.510)     (0.511)      (0.498)    (0.542)
From net realized gain                                  ------      ------      (0.096)     -----
Total Distributions Declared to Shareholders           (0.510)     (0.511)      (0.594)    (0.542)
Net asset value - End of period                        $7.680      $7.460       $7.260     $8.120
Total return (a)                                       10.07%      10.05%       (3.35)%    21.70%
RATIOS TO AVERAGE NET ASSETS:
Expenses                                                1.12%       1.12%        1.14%      1.10% (c)
Net investment income                                   6.70%       6.85%        6.63%      6.95% (c)
Portfolio turnover                                        38%         78%         129%       130%
Net assets at end of period (000)                    $124,119    $104,074     $105,944    $97,208
- ---------------------------------------------
</TABLE>

(a)  Total return at net asset value assuming all  distributions  reinvested and
     no initial sales charge or contingent deferred sales charge.
(b)  The  benefits   derived  from  custody   credits  and  directed   brokerage
     arrangements  had no  impact.  Prior  years'  ratios  are  net of  benefits
     received, if any.
(b)  Annualized.
(c)  The Fund commenced investment operations on November 20, 1985.
(d)  Net of fees and expenses  waived or borne by the Adviser which  amounted to
     $0.010 per share and 0.13% of average net assets.
(e)  Net of fees and expenses  waived or borne by the Adviser which  amounted to
     $.006 per share.

THE FUND'S FINANCIAL HISTORY (CONT'D)

<TABLE>
<CAPTION>

                                                                           Class B
                                              ------------------------------------------------------------------
                                                                   Year ended November 30
                                              ------------------------------------------------------------------
                                                     1995           1994              1993             1992 (a)
                                                     ----           ----              ----             ----    
<S>                                                <C>            <C>                <C>              <C>
Net asset value - Beginning of period              $7.450         $8.420             $8.080           $7.910
                                                   ------         ------             ------           ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income                               0.359          0.378              0.395            0.240
Net realized and unrealized
gain (loss) on investments                          0.935         (0.977)             0.338            0.170
                                                    -----         -------             -----            -----
     Total from Investment Operations               1.294         (0.599)             0.733            0.410
                                                    -----         -------             -----            -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                         (0.364)        (0.371)            (0.393)          (0.240)
                                                   -------        -------            -------          -------
Net asset value - End of period                    $8.380         $7.450             $8.420           $8.080
                                                   ======         ======             ======           ======
Total return (b)                                   17.68%         (7.31)%             9.20%            5.23% (d)
                                                   ======         =======             =====            =====
RATIOS TO AVERAGE NET ASSETS:
Expenses                                            1.80% (c)      1.80%              1.82%            1.85% (e)
Net investment income                               4.45% (c)      4.69%              4.69%            5.22% (e)
Portfolio turnover                                    31%            36%                12%               7%
Net assets at end of period (000)                 $50,016        $45,801            $46,035          $16,519
- ---------------------------------
</TABLE>

   
(a)  Class B shares were  initially  offered on May 5, 1992.  Per share  amounts
     reflect activity from that date.
(b)  Total return at net asset value assuming all  distributions  reinvested and
     no intitial sales charge or contingent deferred sales charge.
(c)  The  benefits   derived  from  custody   credits  and  directed   brokerage
     arrangements  had no  impact.  Prior  years'  ratios  are  net of  benefits
     received, if any.
(d)  Not annualized.
(e)  Annualized.
    

Further  performance  information  is contained in the Fund's  Annual  Report to
shareholders, which is obtainable free of charge by calling 1-800-248-2828.


   
THE FUND'S INVESTMENT OBJECTIVE
    

   
The Fund seeks as high a level of after-tax total return,  as is consistent with
prudent risk,  by pursuing  current  income  exempt from federal  income tax and
opportunities for long-term  appreciation from a portfolio primarily invested in
insured  municipal  bonds.  In this  Prospectus,  "tax-exempt  bonds" means debt
securities of any maturity that, in the issuer's counsel's  opinion,  are exempt
from federal income taxes.
    

   
HOW THE FUND PURSUES ITS OBJECTIVE
    

The Fund normally invests at least 65% of its assets in high quality  tax-exempt
bonds of any maturity  that are fully  insured as to the payment of interest and
principal.  The balance of the Fund's  assets may be invested in uninsured  debt
securities of any maturity that are rated BBB or Baa or higher, but no more than
20% of the  Fund's  assets  will be rated  BBB or Baa.  The Fund may  invest  in
securities  that do not pay interest in cash on a current basis.  The Fund will,
however,  accrue and distribute this interest on a current basis and may have to
sell  securities  to  generate  cash for  distributions.  Many  bonds  have call
features  that  permit the  issuer to repay the bond  before  maturity.  If this
occurs, the Fund may only be able to invest the proceeds at lower yields.

The Fund will generally buy tax-exempt  bonds insured under an insurance  policy
obtained by the issuer or underwriter at the time of issuance.  These bonds will
all be rated AAA when acquired. The Fund may also buy uninsured tax-exempt bonds
and simultaneously  buy insurance on those bonds from an insurance company,  but
only if S&P gives a AAA rating to bonds insured by that insurance  company.  The
Fund may also buy a  portfolio  insurance  policy  that  covers its  holdings of
uninsured tax-exempt bonds.  Insurance reduces but does not eliminate the credit
risk of holding  tax-exempt bonds,  since an insurer may not be able to meet its
obligations.  Insurance  does  not  reduce  fluctuations  in Fund  share  values
resulting from changes in market  interest  rates.  Insured bonds generally have
lower yields than  comparable  uninsured  bonds.  Fund purchases of insurance to
cover  uninsured  bonds reduce the Fund's yield.  Some forms of insurance  cover
bonds  only so long as the  Fund  holds  them,  so that,  if the  bond  issuer's
creditworthiness declines, the bonds would be worth less to other investors than
to the  Fund.  Thus,  the  Fund  might  not be  able to sell  the  bonds  for an
acceptable  price and might continue to hold bonds that it would  otherwise sell
to buy  higher-yielding  bonds. In valuing such securities,  the Fund values the
insurance  at the  difference  between the market  value of the security and the
market  value of similar  securities  whose  issuers'  creditworthiness  has not
substantially declined.

The value of debt securities (and thus Fund shares) usually fluctuates inversely
to changes in interest rates. A portion of the Fund's assets may be held in cash
or invested in short-term securities for day-to-day operating purposes. The Fund
intends that its  short-term  investments  will be  tax-exempt,  but if suitable
tax-exempt  securities  are not available or are available only on a when-issued
basis, the Fund may invest up to 20% of its assets (reduced by the percentage of
its total assets invested in "private  activity  bonds",  which the Fund intends
will not exceed 20% of its assets) in repurchase agreements;  short-term taxable
obligations  rated A-1+ of banks which have or whose  parent  holding  companies
have  long-term  debt ratings of AAA, or of  corporations  with  long-term  debt
ratings of AAA; and securities of the U.S. government.  The Fund may temporarily
invest more than 20% of its assets in such  taxable  obligations  for  defensive
purposes.  The Fund's policy is not to concentrate  in any industry,  but it may
invest up to 25% of its assets in industrial  development revenue bonds based on
the credit of private entities in any one industry (governmental issuers are not
considered to be part of any "industry").  The Fund currently limits investments
in securities subject to the federal alternative minimum tax to a maximum of 20%
of total assets.

   
"When-Issued" and "Delayed Delivery" Securities. The Fund may acquire securities
on a "when-issued" basis by contracting to purchase securities for a fixed price
on a date beyond the customary  settlement time with no interest  accruing until
settlement.  If made  through a dealer the contract is dependent on the dealer's
consummation  of the sale.  The dealer's  failure  could  deprive the Fund of an
advantageous  yield or price.  These contracts may be considered  securities and
involve  risk to the extent that the value of the  underlying  security  changes
prior to settlement.  The Fund may realize  short-term  profits or losses if the
contracts are sold.
    

   
Options  and  Futures.  The Fund may  write  covered  call  and put  options  on
securities  held in the  portfolio  and  purchase  call and put  options on debt
securities.  A call option gives the purchaser the right to buy a security from,
and a put  option  the  right to sell a  security  to,  the  option  writer at a
specified price, on or before a specified date. The Fund will pay a premium when
purchasing an option, which reduces the Fund's return on the underlying security
if the  option  is  exercised  and  results  in a loss  if  the  option  expires
unexercised.  The Fund will receive a premium from writing an option,  which may
increase its return if the option expires or is closed out at a profit.  So long
as the Fund is 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).  So long as the Fund is a writer of a put
option it will hold cash and/or  high-grade debt obligations  equal to the price
to be paid if the  option  is  exercised.  If the Fund is unable to close out an
unexpired option,  the Fund must continue to hold the underlying  security until
the option expires.  Trading hours for options may differ from the trading hours
for the underlying securities. Thus significant price movements may occur in the
securities markets that are not reflected in the options market.  This may limit
the  effectiveness  of  options as  hedging  devices.  The Fund may buy or write
options that are not traded on national  securities  exchanges and not protected
by the Option Clearing  Corporation.  These  transactions are effected  directly
with a broker-dealer,  and the Fund bears the risk that the  broker-dealer  will
fail to meet its  obligations.  The  market  value  of such  options  and  other
illiquid assets will not exceed 10% of the Fund's net assets.
    

For  hedging  purposes  the Fund may  purchase  or sell  (1)  interest  rate and
tax-exempt  bond index futures  contracts,  and (2) put and call options on such
contracts and on such indices.  A future  creates an obligation by the seller to
deliver and the buyer to take delivery of the type of instrument at the time and
in the amount specified in the contract.  Although futures call for delivery (or
acceptance) of the specified  instrument,  futures are usually closed out before
the settlement date through the purchase (sale) of a comparable contract. If the
initial  sale  price of the  future  exceeds  (or is less than) the price of the
offsetting  purchase,  the Fund  realizes a gain (or  loss).  Options on futures
contracts operate in a similar manner to options on securities,  except that the
position assumed is in the futures  contracts  rather than in the security.  The
Fund may not purchase or sell futures  contracts or purchase  related options if
immediately  thereafter  the sum of the amount of deposits for initial margin or
premiums on the existing  futures and related options  positions would exceed 5%
of the market  value of the Fund's  total  assets.  Transactions  in futures and
related options involve the risk of (1) imperfect  correlation between the price
movement of the contracts and the underlying  securities,  (2) significant price
movement in one but not the other market because of different trading hours, (3)
the possible  absence of a liquid secondary market at any point in time, and (4)
if the Adviser's  prediction on interest  rates is  inaccurate,  the Fund may be
worse off than if it had not hedged.

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

   
Other.  The Fund may not always  achieve its  investment  objective.  The Fund's
investment  objective  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 objective.  If there is a change in
the investment objective,  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 has a  fundamental  policy of
investing  under  normal  circumstances  at least  80% of its  total  assets  in
tax-exempt bonds.  This policy and the Fund's other 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 4.75% 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 the average annual total return
only in that they may relate to different time periods,  represent  aggregate as
opposed to average  annual  total  return,  and may not  reflect  the initial or
contingent deferred sales charge.

Each  Class's  yield and tax  equivalent  yield,  which differ from total return
because  they do not  consider  changes in net asset value,  are  calculated  in
accordance with the Securities and Exchange  Commission's  formula. Each Class's
distribution   rate  is   calculated   by  dividing  the  most  recent   month's
distribution, annualized, by the maximum offering price of that Class at the end
of the month.  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.

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 in turn is 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 the fiscal year 1995.
    

William C. Loring,  Vice  President  of the Adviser,  has managed the Fund since
1987 and has managed various other Colonial tax-exempt 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 0.14%  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 of the Fund 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   distributions  daily  and  pays  them  monthly.
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.  If the Fund makes taxable  distributions,  they will  generally be
taxable whether you receive them in cash or in additional Fund shares;  you must
report them as taxable income unless you are a tax-exempt institution.  Although
the Fund's  distributions  of interest from tax-exempt bonds will not be subject
to regular  federal  income tax, a portion of such  interest  may be included in
computing  a  shareholder's  federal  alternative  minimum  tax  liability.   In
addition, shareholders will generally be subject to state and local income taxes
on  distributions  they  receive  from  the  Fund.  Furthermore,  capital  gains
distributions by the Fund will generally be subject to federal,  state and local
income  taxes.  Social  security  benefits may be taxed as a result of receiving
tax-exempt  income.  Each  January,  information  on the  amount  and  nature of
distributions for the prior year is sent to shareholders.
    

The Fund has a significant capital loss carry forward and until it is exhausted,
it is unlikely that capital gains  distributions will be made. Any capital gains
will, however, be reflected in the net asset value.

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 the  financial  service firm
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 is
$50 and the minimum initial investment for 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 0.25%  annual  service  fee,  plus an initial  sales  charge or a
contingent deferred sales charge as follows:
    

                                        Initial Sales Charge
                                 ----------------------------------------
                                                           Retained
                                                              by
                                                           Financial
                                                         Service Firm
                                                              as
                                        as % of               % of
                               ---------------------------
                                 Amount       Offering      Offering
Amount Purchased                Invested       Price          Price

Less than $50,000                 4.99%         4.75%          4.25%
$50,000 to less than $100,000     4.71%         4.50%          4.00%
$100,000 to less than $250,000    3.63%         3.50%          3.00%
$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.

   
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:
    

         Years                 Contingent Deferred
    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  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 invested immediately. Purchases of $250,000 or more must be
for Class A shares. Consult your financial service firm.

   
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.
    

   
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.  These  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  institution.  Stock
power forms are available from financial  service firms,  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  below $1,000  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 shares of the same class of most
Colonial  funds.  Shares will continue to age without regard to the exchange for
purposes of conversion and 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 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  by telephone and  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 Transfer Agent will employ  reasonable  procedures to
confirm that instructions  communicated by telephone are genuine and, if it does
not, may be liable for any losses due to  unauthorized  or fraudulent  telephone
transactions. 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  and/or their
financial advisers are not obligated to transact by telephone.
    

12B-1 PLANS

Under 12b-1 Plans,  the Fund pays the Distributor an annual service fee of 0.25%
of the Fund's  average net assets  attributed to each Class of shares.  The Fund
also pays the Distributor an annual distribution fee of 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  should certain  Internal  Revenue Service
rulings be  rescinded.  See the  Statement of  Additional  Information  for more
information.  The Distributor may use 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,  shareholder  servicing  costs 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 a  Massachusetts  business  trust  organized  in  1978.  The Fund
represents the entire interest in a separate portfolio of the Trust.

   
The Trust is not  required  to hold  annual  shareholder  meetings,  but special
meetings may be called for certain purposes.  Shareholders  receive one vote for
each Fund share.  Shares of the 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
UMB, n.a.
928 Grand Avenue
Kansas City, MO 64106
    

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.

   
March 29, 1996
    

COLONIAL TAX-EXEMPT INSURED FUND

PROSPECTUS


   
Colonial  Tax-Exempt  Insured  Fund  seeks  as high a level of  after-tax  total
return,  as is consistent  with prudent risk, by pursuing  current income exempt
from federal  income tax and  opportunities  for long-term  appreciation  from a
portfolio primarily invested in insured municipal bonds.
    

   
For more detailed information about the Fund, call the Adviser at 1-800-248-2828
for the March 29, 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 TRUST IV
                      Cross Reference Sheet
               Colonial High Yield Municipal Fund
               -----------------------------------
                                
Item Number of Form N-1A     Location or Caption in Prospectus
                             
Part A                       
                             
    1.                       Cover Page
    2.                       Summary of Expenses
    3.                       The Fund's Financial History
    4.                       The Fund's Investment Objective;
                             Organization and History; How the
                             Fund Pursues its Objective
    5.                       Cover Page; How the Fund is
                             Managed; Organization and
                             History; The Fund's Investment
                             Objective; Back Cover
    6.                       Organization and History;
                             Distributions and Taxes; How to
                             Buy Shares
    7.                       Cover Page; Summary of Expenses;
                             How to Buy Shares; How the Fund
                             Values its Shares; 12b-1 Plans;
                             Back Cover
    8.                       Summary of Expenses; How to Sell
                             Shares; How to Exchange Shares;
                             Telephone Transactions
    9.                       Not Applicable


 
   
March 29, 1996
    

COLONIAL HIGH YIELD MUNICIPAL 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.
   
Colonial High Yield Municipal Fund (Fund),  a diversified  portfolio of Colonial
Trust IV (Trust), an open-end management  investment company,  seeksa high level
of  after-tax  total  return by pursuing  current  income  exempt from  ordinary
federal income tax and opportunities for long-term appreciation from a portfolio
primarily invested in medium- to lower-grade municipal bonds.
    
The Fund is managed by the Adviser, an investment adviser since 1931.

The Fund may invest in lower rated bonds (commonly  referred to as "junk bonds")
which are  regarded as  speculative  as to payment of  principal  and  interest.
Purchasers  should  carefully  assess the risks associated with an investment in
the Fund.

This Prospectus explains concisely what you should know before investing in the
Fund.

   
HM-01/925B-0396
    
   
Read it carefully and retain it for future reference.  More detailed information
about the Fund is in the March 29,  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.
    
   
The Fund offers two  classes of shares.  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  automatically  convert to
Class A shares after approximately eight years. See "How to Buy Shares."
    
   
Contents                                                 Page
Summary of Expenses
The Fund's Financial History
The Fund's Investment Objective
How the Fund Pursues its Objective
How  the Fund Measures its Performance
How  the Fund is Managed
How the Fund Values its Shares
Distributions and Taxes
How to Buy Shares
How to Sell Shares
How to Exchange Shares
Telephone Transactions
12b-1 Plans
Organization and History
Appendix
    

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 each Class of the Fund's shares. 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 of % of offering price)(3)            4.75%             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 shares
     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                            0.25                 1.00
Other expenses                        0.37                 0.37
                                      ----                 ----
Total operating expenses              1.17%                1.92%
    

Example

The following  example shows the cumulative  expenses  attributable  to a $1,000
investment  in each  Class of  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  in this  Example  should  not be  considered
indicative of actual or expected Fund performance, both of which will vary:

                     Class A                    Class B
Period
                                                            
                                             (6)           (7)
1 year                $ 59                 $ 69          $ 19
3 years                 83                   90            60
5 years                109                  124           104
10 years               183                  205(8)        205(8)
    
   
(6)        Assumes redemption at period end.
(7)        Assumes no redemption.
    
(8)        Class  B  shares  automatically  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  schedule  of  financial   highlights  for  a  share  outstanding
throughout  each period has 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 Fund adopted its current  objective on May 31, 1995.  The data
presented for periods prior to May 31, 1995 represent  operations  under earlier
objectives and policies.
    
<TABLE>
<CAPTION>

                                                                                                                   Period Ended
                                                                       Year ended November 30                       November 30
                                              --------------------------------------------------------------------------------------
                                                        1995                       1994                1993           1992(b)
                                                        ----                       ----                -----          -------
                                               Class A       Class B      Class A(a)    Class B       Class B         Class B
                                               -------       -------      ----------    -------       -------         -------
<S>                                            <C>            <C>         <C>          <C>           <C>              <C>    
Net asset value - Beginning of period          $9.330         $9.330      $9.800       $10.320       $10.070          $10.000
                                               -------        -------     -------      --------      --------         -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income                           0.656          0.583      0.188          0.605         0.609            0.338(c)
Net realized and unrealized
 gain (loss)                                    0.912          0.912     (0.496)        (1.016)        0.277            0.041
Total from Investment Operations                1.568          1.495     (0.308)        (0.411)        0.886            0.379
                                                ------         ------    -------        -------        ------           -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                      (0.668)       (0.595)   (0.162)         (0.579)       (0.636)          (0.309)
                                                -------       -------    -------        -------       -------          -------
Net asset value - End of period                $10.230        $10.230    $9.330         $9.330       $10.320          $10.070
                                               ========       ========    =======       =======      ========         =======
Total return (d)                                17.28%         16.42%    (3.15)%(e)%    (4.10)%        9.00%            3.80%(e)(f)
                                                ======         ======     =======       =======      ========         =======
RATIOS TO AVERAGE NET ASSETS
Expenses                                         1.17%(g)      1.92%(g)   1.15%(h)       1.90%         1.94%            2.00%(h)
Fees waived by the Adviser                        ---           ---       ---            ---           ---              0.01%(h)
Net investment income                             6.67%(g)     5.92%(g)   7.19%(h)       6.44%         5.95%            6.83%(h)
Portfolio turnover                                  26%          26%        25%            25%           31%              13%(h)
Net assets at end of period (000)              $17,997     $137,893     $6,027       $113,549      $120,523          $63,390

- -----------------------------------------------
</TABLE>

   
(a)  Class A shares were initially offered on September 1, 1994.  Per share
     amounts reflect activity from that date.
(b)  The Fund commenced investment operations on June 8, 1992.
    
   
    
(c)  Net of fees and expenses waived or borne by the Adviser which amounted 
     to $0.00.
   
(d)  Total return at net asset value assuming all distributions reinvested and 
     no initial sales charge or contingent deferred sales charge.
(e)  Not annualized.
(f)  Had the Adviser not waived or reimbursed a portion of expenses, total 
     return would have been reduced.

    
   
(g)  The benefits derived from custody credits and directed brokerage 
     arrangements had no impact.  Prior years' ratios are net of benefits 
     received, if any.
(h)  Annualized.
    
Further  performance  information  is contained in the Fund's  Annual  Report to
shareholders, which is obtainable free of charge by calling 1-800-248-2828.

THE FUND'S INVESTMENT OBJECTIVE
   
The Fund seeks a high level of after-tax total return by pursuing current income
exempt  from  ordinary  federal  income  tax  and  opportunities  for  long-term
appreciation  from a  portfolio  primarily  invested  in medium- to  lower-grade
municipal bonds.
    
HOW THE FUND PURSUES ITS OBJECTIVE

The Fund has a fundamental  policy of investing at least 80% of its total assets
in tax-exempt  securities  (securities  of any maturity  that, in the opinion of
issuer's  counsel,  are exempt  from  ordinary  federal  income  tax).  The Fund
ordinarily  invests  primarily  in  securities  rated  BBB  through  C  by  S&P,
comparably rated by another national rating service or unrated but considered by
the Adviser to be of similar  quality.  Securities  rated lower than BBB by S&P,
comparably rated securities and similar unrated  securities are considered to be
speculative. The value of debt securities (and therefore of Fund shares) usually
fluctuates inversely to changes in interest rates. Many bonds have call features
that  require  the Fund to tender  the bond back to the  issuer at the  issuer's
request.  If a bond is called,  the Fund may be able to invest the proceeds only
at lower yields.

The Fund may  invest  any or all of its  assets  in  higher  quality  tax-exempt
securities  when the Adviser  expects  interest  rates to increase or when yield
spreads narrow.  This may reduce the Fund's current income.  The Fund intends to
hold short-term tax-exempt securities to meet its operating needs, but when such
securities are not available,  or are only available on a  "when-issued"  basis,
the Fund may invest up to 20% of its total assets in taxable high quality  money
market  instruments.  In periods of unusual  market  conditions,  for  temporary
defensive  purposes,  the Fund may invest  more than 20% of its total  assets in
taxable securities.

Three  common  types of  tax-exempt  bonds are general  obligation  bonds (GOs),
revenue bonds (RBs) and  industrial  revenue bonds (IRBs).  GOs are payable from
the  issuer's  unrestricted  revenues  and may  depend on  appropriation  by the
applicable  legislative  body.  RBs are payable  only from a  specified  revenue
source, not the unrestricted revenues of the issuer. An IRB generally is payable
only from the revenues of the corporate user of a facility and  consequently its
credit rating relates to that of the corporate  user.  While the Fund may invest
more than 25% of its total  assets in IRBs,  it limits its  investments  in IRBs
which are based on the credit of private  entities in any one industry to 25% or
less.  The Fund  may  invest  in a  relatively  high  percentage  of  tax-exempt
securities issued by entities with similar  characteristics  (i.e.,  location or
revenue  source),  possibly  making  the  Fund  more  susceptible  to  economic,
political or regulatory occurrences.

The Fund may  invest  without  limit in  securities,  the  income  from which is
subject to the individual  alternative minimum tax; therefore,  while the Fund's
distributions  from  tax-exempt  securities  are not subject to regular  federal
income  tax, a portion or all may be  included in  determining  a  shareholder's
federal  alternative  minimum tax.  Social  security  benefits may be taxed as a
result of receiving tax-exempt income.

Certain Investment Techniques And Risk Factors
Lower Rated Debt Securities  (commonly  referred to as junk bonds).  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
             of valuing or disposing of the security;

   
        c.   existing legislation limits and future
             legislation 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;
        and

3.      lower rated debt securities are less sensitive to
        interest changes but are more sensitive to adverse
        economic developments.

   
Weighted average composition of the Fund's portfolio at November 30, 1995:
    

                                    Rated         Unrated

   
Investment grade                   48.60%          43.70%
B-BB and equivalent                 2.40%           4.00%
Below B                              ---            1.30%
        Total                      51.00%          49.00%
    

This composition does not necessarily  reflect the current or future  portfolio.
The Fund is not required to sell a security when its rating is reduced.

   
Temporary/Defensive  Investments. The Fund may invest temporarily available cash
in certificates of deposit, bankers' acceptances, high quality commercial paper,
treasury bills and repurchase  agreements.  Under unusual market  conditions the
Fund may invest any or all of its assets in such instruments and U.S.government
securities.
    

   
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  may 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 right to the collateral in
a bankruptcy  proceeding.  While there is no limit on the Fund's  investment  in
repurchase  agreements,  not more  than 10% of the  Fund's  net  assets  will be
invested in repurchase agreements maturing in more than 7 days.
    

"When-Issued"  and "Delayed  Delivery"  Securities.  The Fund may without  limit
acquire securities on a "when-issued" or "delayed delivery" basis by contracting
to  purchase  securities  for a  fixed  price  on a date  beyond  the  customary
settlement time with no interest  accruing until  settlement.  If made through a
dealer the contract is dependent on the dealer completing the sale. The dealer's
failure  could  deprive  the  Fund of an  advantageous  yield  or  price.  These
contracts involve the additional risk that the value of the underlying  security
changes prior to settlement.  The Fund may realize short-term gains or losses if
the contracts are sold. Transactions in when-issued securities may be limited by
certain Internal Revenue Code requirements.

Options  and  Futures.  The Fund may  write  covered  call  and put  options  on
securities  held in its  portfolio  and  purchase  call and put  options on debt
securities.  A call option gives the purchaser the right to buy a security from,
and a put  option  the  right to sell a  security  to,  the  option  writer at a
specified price, on or before a specified date. The Fund will pay a premium when
purchasing an option, which reduces the Fund's return on the underlying security
if the  option  is  exercised  and  results  in a loss  if  the  option  expires
unexercised.  The Fund will receive a premium from writing an option,  which may
increase its return if the option expires or is closed out at a profit.  So long
as the Fund is the writer of a call option it will own the underlying securities
subject  to  the  option  (or   comparable   securities   satisfying  the  cover
requirements at securities  exchange).  So long as the Fund is a writer of a put
option it will hold cash and /or high-grade debt obligations  equal to the price
to be paid if the  option  is  exercised.  If the Fund is unable to close out an
unexpired option,  the Fund must continue to hold the underlying  security until
the option expires.  Trading hours for options may differ from the trading hours
for the underlying  securities.  Thus,  significant price movements may occur in
the securities  markets that are not reflected in the options  market.  This may
limit the effectiveness of options as hedging devices. The Fund may buy or write
options that are not traded on national  securities  exchanges and not protected
by the Options Clearing  Corporation.  These  transactions are effected directly
with a broker-dealer,  and the Fund bears the risk that the  broker-dealer  will
fail to meet its  obligations.  The  market  value  of such  options  and  other
illiquid assets will not exceed 10% of the Fund's total assets.

For  hedging  purposes  the Fund may  purchase  or sell  (1)  interest  rate and
tax-exempt  bond index futures  contracts,  and (2) put and call options on such
contracts and on such indices.  A futures  contract creates an obligation by the
seller to deliver and the buyer to take  delivery of the type of  instrument  at
the time and in the amount specified in the contract.  Although futures call for
delivery (or acceptance) of the specified instrument, futures are usually closed
out before the  settlement  date  through the  purchase  (sale) of a  comparable
contract.  If the initial sale price of the future exceeds (or is less than) the
price of the offsetting purchase, the Fund realizes a gain (or loss). Options on
futures contracts  operate in a similar manner to options on securities,  except
that the position assumed is in futures contracts rather than in the securities.
The Fund may not purchase or sell futures  contracts or purchase related options
if  immediately  thereafter the sum of the amount of deposits for initial margin
or premiums on the existing  futures and related options  positions would exceed
5% of the market value of the Fund's total assets.  Transactions  in futures and
related options involve the risk of (1) imperfect  correlation between the price
movement of the contracts and the underlying  securities,  (2) significant price
movement in one but not the other market because of different trading hours, (3)
the possible  absence of a liquid secondary market at any point in time, and (4)
if the Adviser's  prediction on interest  rates is  inaccurate,  the Fund may be
worse off than if it had not hedged.

   
Borrowing of Money.  The Fund may borrow money from banks for temporary or 
emergency purposes up to 10% of its net assets.
    

Other.  The Fund may not always  achieve its  investment  objective.  The Fund's
investment  objective  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 objective.  If there is a change in
the investment objective,  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 total  returns are  calculated in  accordance  with the  Securities  and
Exchange Commission's formula, and assume the reinvestment of all distributions,
the maximum sales charge of 4.75% 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 the average annual total return only in that they may relate
to different  time  periods,  represent  aggregate as opposed to average  annual
total  return,  and may not  reflect the initial or  contingent  deferred  sales
charge.

Each Class's 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. Each Class's distribution rate is calculated by
dividing  the most  recent  month's  distribution,  annualized,  by the  maximum
offering price of that Class at the end of the month.  Each Class's  performance
may be compared to various indices. Quotations from publications may be included
in sales  literature  and  advertisements.  See  "Performance  Measures"  in the
Statement of Additional 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 in turn is 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.
    
   
Bonny E. Boatman,  Senior Vice President and Director of the Adviser and head of
the Tax-Exempt Group, has managed the Fund since its inception and various other
Colonial tax-exempt funds since 1985.
    
   
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 0.14%  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 of the Fund 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   distributions  daily  and  pays  them  monthly.
Distributions  are invested in additional  shares 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.
If the Fund makes taxable distributions,  they will generally be taxable whether
you receive them in cash or in additional  Fund shares;  you must report them as
taxable  income  unless you are a  tax-exempt  institution.  Although the Fund's
distribution  of interest from  tax-exempt  bonds will not be subject to regular
federal  income  tax,  a portion  or all of such  interest  may be  included  in
computing  a  shareholder's  federal  alternative  minimum  tax  liability.   In
addition, shareholders will generally be subject to state and local income taxes
on  distributions  they  receive  from  the  Fund.  Furthermore,  capital  gains
distributions by the Fund will generally be subject to federal,  state and local
income  taxes.   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 the  financial  service firm
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 is
$50 and the minimum initial investment for 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 
0.25% annual service fee, plus an initial or contingent deferred sales charge as
follows:
    

                            Initial Sales Charge
                                                   Retained
                                                     by
                                                  Financial
                                                   Service
                                                     Firm
                                  as % of           as % of
                            ---------------------
                              Amount    Offering   Offering
Amounted Purchased           Invested    Price      Price
Less than $50,000             4.99%      4.75%      4.25%
$50,000 to less than
  $100,000                    4.71%      4.50%      4.00%
$100,00 to less than
   $250,000                   3.63%      3.50%      3.00%
$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 PurchaseCommission

                              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 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.

   
    
   
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:
    

          Years               Contingent Deferred
      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  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 invested immediately. Purchases of $250,000 or more must be
for Class A shares. Consult your financial service firm.

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.


   
    
   
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.  These  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  institution.  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  below $1,000  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 shares of the same class of most
Colonial  funds.  Shares will continue to age without regard to the exchange for
purposes of conversion and 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  previously  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 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  by telephone and  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 Transfer Agent will employ  reasonable  procedures to
confirm that instructions  communicated by telephone are genuine and, if it does
not, may be liable for any losses due to  unauthorized  or fraudulent  telephone
transactions. 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  and/or their
financial advisers are not obligated to transact by telephone.
    

12B-1 PLANS

Under 12b-1 Plans,  the Fund pays the Distributor an annual service fee of 0.25%
of the Fund's  average net assets  attributed to each Class of shares.  The Fund
also pays the Distributor an annual distribution fee of 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  should certain  Internal  Revenue Service
rulings be  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,  shareholder  servicing  costs 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 a  Massachusetts  business  trust  organized  in  1978.  The Fund
represents the entire interest in a separate portfolio of the Trust.

   
The Trust is not  required  to hold  annual  shareholder  meetings,  but special
meetings may be called for certain purposes.  Shareholders  receive one vote for
each Fund share.  Shares of the 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.
    


                                    APPENDIX

                           DESCRIPTION OF BOND RATINGS

                                       S&P

AAA Indicates an extremely strong capacity to pay principal and interest.

AA Capacity to pay principal and interest is very strong, and in the majority of
instances, they differ from AAA only in small degree.

A Strong capacity to pay principal and interest, although they are somewhat more
susceptible  to the adverse  effects of changes in  circumstances  and  economic
conditions.

BBB Have an adequate  capacity  to pay  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 pay  principal
and interest than for bonds in the A category.

BB, B, CCC and CC Regarded, on balance as predominantly speculative with respect
to capacity to pay principal  and interest in  accordance  with the terms of the
obligation.  BB indicates the lowest degree of  speculation  and CC the highest.
While likely to have so have some quality and protection characteristics,  these
are  outweighed  by large  uncertainties  or major  risk  exposures  to  adverse
conditions.

C Income bonds on which no interest is being paid.

D In default, and payment of interest and/or principal is in arrears.

Plus (+) or minus (-) are  modifiers  relative to the standing  within the major
categories.


                                     MOODY'S

Aaa Best quality  carrying the smallest  degree of investment risk and generally
referred  to as "gilt  edge."  Interest  payments  are  protected  by a large or
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 the fundamentally strong position of the issue.

Aa 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.  Aa through B securities  which  possess the  strongest
investment attributes are designated by the symbol 1.

A Possess many of the favorable  investment  attributes and are to be considered
adequate,  but  elements  may be  present  which  suggest  a  susceptibility  to
impairment sometime in the future.

Baa Medium grade,  neither  highly  protected nor poorly  secured.  Interest and
principal  payments  appear  adequate  for the present  but  certain  protective
elements are lacking or may be characteristically  unreliable over great lengths
of time. Such bonds lack  outstanding  investment  characteristics  and in fact,
have speculative characteristics as well.

Ba 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 characterize these bonds.

Caa Poor standing.  They may be in default or there may be present elements of 
danger with respect to principal or interest.

Ca Speculative in a high degree, often in default or having other major
shortcomings.

C Lowest  rated  class of  bonds.  Can be  regarded  as  having  extremely  poor
prospects of ever attaining any real investment standing.

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

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

   
Custodian UMB, n.a.
    
928 Grand Avenue
Kansas City, MO  64106

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.

   
March 29, 1996
    

COLONIAL HIGH YIELD
MUNICIPAL FUND

PROSPECTUS
   
Colonial High Yield  Municipal Fund seeks a high level of after-tax total return
by  pursuing  current  income  exempt  from  ordinary  federal  income  tax  and
opportunities for long-term  appreciation from a portfolio primarily invested in
medium- to lower-grade municipal bonds.
    
   
For more detailed information about the Fund, call the Adviser at 1-800-248-2828
for the March 29, 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 TRUST IV
                      Cross Reference Sheet
                     Colonial Utilities Fund
                     -----------------------
                                
Item Number of Form N-1A     Location or Caption in Prospectus
                             
Part A                       
                             
    1.                       Cover Page
    2.                       Summary of Expenses
    3.                       The Fund's Financial History
    4.                       The Fund's Investment Objective;
                             Organization and History; How the
                             Fund Pursues its Objective and
                             Certain Risk Factors
    5.                       Cover Page; How the Fund is
                             Managed; Organization and
                             History; The Fund's Investment
                             Objective, Back Cover
    6.                       Organization and History;
                             Distributions and Taxes; How to
                             Buy Shares
    7.                       Cover Page; Summary of Expenses;
                             How to Buy Shares; How the Fund
                             Values its Shares; 12b-1 Plans;
                             Back Cover
    8.                       Summary of Expenses; How to Sell
                             Shares; How to Exchange Shares;
                             Telephone Transactions
    9.                       Not Applicable

    
March 29, 1996
    

COLONIAL
UTILITIES
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.

Contents                                           Page
Summary of Expenses
The Fund's Financial History
The Fund's Investment Objective
How the Fund Pursues Its Objective
How the Fund Measures Its Performance
How the Fund is Managed
How the Fund Values Its Shares
Distributions and Taxes
How to Buy Shares
How to Sell Shares
How to Exchange Shares
Telephone Transactions
12b-1 Plans
Organization and History
   
                                                              UF--0396
    

Colonial Utilities Fund (Fund), a diversified portfolio of Colonial Trust IV
(Trust), an open-end management investment company, seeks primarily current
income and secondarily long-term growth.

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. More detailed
information about the Fund is in the March 29, 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.
    
   
The Fund offers two classes of shares. 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 automatically convert to
Class A shares after approximately eight years. See "How to Buy Shares."
    

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.

<PAGE>

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 each Class of the Fund's shares. 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)      4.75%               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 shares 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                         0.64%             0.64%
12b-1 fees                             0.25              1.00
Other expenses                         0.32              0.32
                                       ----              ----
Total operating expenses               1.21%             1.96%
                                       ====              ====
    

Example
The following Example shows the cumulative expenses attributable to a
hypothetical $1,000 investment in each Class of 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.

   
Period:                       Class A                    Class B
                              -------                    -------
                                                   (6)           (7)
1 year                        $ 59                $ 20          $ 70
3 years                         84                  61            91
5 years                        111                 106           126
10 years                       187                 209(8)        209(8)

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

<PAGE>

THE FUND'S FINANCIAL HISTORY

   
The following schedules of financial highlights for a share outstanding
throughout each period has 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 schedules have been restated to reflect the 4:1 split which
occurred on February 10, 1992. The Fund adopted the objectives of seeking
current income and, to the extent consistent with the objective, growth of
income and long-term capital appreciation on March 4, 1992. Effective February
28, 1995, the wording of the Fund's objective was modified so that the Fund
seeks primarily current income and secondarily long-term growth. The data
presented below does not necessarily reflect results that would have been
achieved had the Fund's current objective and policies then been in effect.
    
<TABLE>
<CAPTION>

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

                                                                       Year Ended November 30
                                             ---------------------------------------------------------------------------------------
                                                  1995        1994      1993   1992(a)     1991(a)     1990(a)   1989(a)  1988(a)   
                                                  ----        ----      ----   -------     -------     -------   -------  -------   
<S>                                           <C>         <C>       <C>       <C>         <C>         <C>       <C>       <C>      
Net asset value - Beginning of period         $11.720     $13.600   $12.960   $11.440     $10.090     $11.600   $10.710   $10.300  
                                              --------    --------  --------  --------    --------    --------  --------  -------- 
Income From Investment Operations:
Net investment income                            0.640       0.681     0.713     0.741       0.917      0.930     0.939    0.851    
Net realized and unrealized gain (loss)          2.659     (1.896)     0.616     1.517       1.377     (1.472)   0.927     0.529    
                                                 -----     -------     -----     -----       -----     -------   ------    ------   
   Total from Investment Operations              3.299     (1.215)     1.329     2.258       2.294     (0.542)    1.866    1.380    
                                                 -----     -------     -----     -----       -----     -------    -----    ------   
Less Distributions Declared To Shareholders:
From net investment income                     (0.649)     (0.665)   (0.689)   (0.727)     (0.941)     (0.968)   (0.932)  (0.850)   
From net realized gains                            ---          --       ---       ---         ---       ---     (0.044)  (0.120)   
From capital paid in                               ---         ---       ---   (0.011) (b) (0.003) (b)   ---       ---      ---     
                                                 -----       -----     -----   -------     -------      -----     -----    -----    
  Total Distributions Declared to Shareholders (0.649)     (0.665)   (0.689)   (0.738)     (0.944)     (0.968)   (0.976)  (0.970)   
                                               -------     -------   -------   -------     -------     -------   -------  -------   
Net asset value - End of period               $14.370     $11.720   $13.600   $12.960     $11.440     $10.090   $11.600   $10.710  
                                              ========    ========  ========  ========    ========    ========  ========  ======== 
Total return(c)                                 28.90%     (9.04)%    10.20%    20.21%      23.56%     (4.74)%   17.94%    13.75%   
                                                ------     -------    ------    ------      ------     -------   ------    ------   
Ratios To Average Net Assets
Expenses                                         1.21% (d)   1.23%     1.19%     1.16%       1.11%      1.17%     1.12%    1.15%    
Net investment income                            5.00% (d)   5.49%     4.92%     5.52%       8.50%      8.69%     8.10%    7.94%    
Portfolio turnover                                  7%         16%        6%       35%          1%       2%        24%      11%     
Net assets at end of period (in                   $400        $373      $503      $232        $135      $162      $141      $183    
millions)
- ---------------------------------
</TABLE>

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

                                             Year Ended November 30
                                             --------------------
                                               1987(a)  1986(a)
                                               -------  -------

Net asset value - Beginning of period           $12.560  $12.360
                                               --------  -------
Income From Investment Operations:
Net investment income                             0.988    1.044
Net realized and unrealized gain (loss)          (2.110)   0.402
                                                -------   -----
    Total from Investment Operations             (1.122)   1.446
                                                 -------   -----
Less Distributions Declared To Shareholders:
From net investment income                       (0.973)  (1.096)
From net realized gains                          (0.165)  (0.150)
                                                 ------   -------
   Total Distributions Declared to Shareholders  (1.138)  (1.246)
                                                 -------  -------
Net asset value - End of period                 $10.300   $12.560
                                                ========  =======
Total return(c)                                  (9.84)%   12.24%
                                                 -------   ------
Ratios To Average Net Assets
Expenses                                          1.09%    1.04%
Net investment income                             8.18%    8.44%
Portfolio turnover                                 206%     255%
Net assets at end of period (in millions)         $288      $411

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

(a)  All per share amounts have been restated to reflect the 4-for-1 stock split
     effective February 10, 1992.
(b)  The return of capital is for book purposes only and is a result of book-tax
     differences  arising from the merger of Colonial  Utilities  Fund (formerly
     Colonial  Corporate Cash Trust I) and Colonial Corporate Cash Trust II in a
     prior  year.  The  1992  amount  represents  a  reclassification,  for book
     purposes only, relating to that merger.
(c)  Total return at net asset value assuming all  distributions  reinvested and
     no initial sales charge or contingent deferred sales charge.
   
(d)  The  benefits   derived  from  custody   credits  and  directed   brokerage
     arrangements  had no  impact.  Prior  years'  ratios  are  net of  benefits
     received, if any.
    


<PAGE>

THE FUND'S FINANCIAL HISTORY(CONT'D)
<TABLE>
<CAPTION>

                                                                   CLASS B
                                              ------------------------------------------------
                                                            Year ended November 30
                                              ------------------------------------------------
                                                 1995            1994       1993       1992(a)
                                                 ----            ----       ----       -------
<S>                                            <C>             <C>        <C>        <C>    
Net asset value - Beginning of period          $11.720         $13.600    $12.960    $12.310
                                               --------        --------   --------   -------
Income From Investment Operations:
Net investment income                            0.544           0.587      0.612      0.296
Net realized and unrealized gain (loss)          2.659          (1.896)     0.616      0.691
                                                ------         -------     ------      -----
    Total from Investment Operations             3.203          (1.309)     1.228      0.987
                                                ------         -------     ------      -----
Less Distributions Declared To Shareholders:
From net investment income                      (0.553)         (0.571)    (0.588)    (0.337)
                                                -------         -------    -------    -------
Net asset value - End of period                 $14.370         $11.720    $13.600    $12.960
                                                ========        ========   ========   =======
Total return(b)                                  27.96%         (9.73)%      9.42%      6.06% (c)
                                                 ------         -------      -----      -----
Ratios To Average Net Assets
Expenses                                          1.96% (e)       1.98%      1.94%      1.91% (d)
Net investment income                             4.25% (e)       4.74%      4.17%      4.77% (d)
Portfolio turnover                                   7%             16%         6%        35%
Net assets at end of period (in millions)         $821            $744       $971       $156

- ---------------------------------
</TABLE>


(a)  Class B shares were  initially  offered on May 5, 1992.  Per share  amounts
     reflect activity from that date.
(b)  Total return at net asset value assuming all  distributions  reinvested and
     no initial sales charge or contingent deferred sales charge.
(c)  Not annualized.
(d)  Annualized.
   
(e)  The  benefits   derived  from  custody   credits  and  directed   brokerage
     arrangements  had no  impact.  Prior  years'  ratios  are  net of  benefits
     received, if any.
    
   
Further performance information is contained in the Fund's 1995 Annual Report to
shareholders, which is obtainable free of charge by calling 1-800-248-2828.
    


<PAGE>


THE FUND'S INVESTMENT OBJECTIVE

The Fund seeks primarily current income and secondarily long-term growth.

HOW THE FUND PURSUES ITS OBJECTIVE AND CERTAIN RISK FACTORS

   
The Fund seeks to achieve its  objective  by  investing  primarily in common and
preferred equity securities of companies engaged in the manufacture, production,
generation,  transmission,  sale or distribution of electricity,  natural gas or
other types of energy, or water or other sanitary services, companies engaged in
telecommunications,   including  telephone,   telegraph,  satellite,  microwave,
cellular or other communications media and companies primarily engaged in public
broadcasting,  print media and cable television (Utility  Companies).  Normally,
substantially  all of the Fund's  assets will be  invested in equity  securities
issued by Utility Companies.
    
   
Utility  Companies.  The values of securities  issued by Utility  Companies are
especially  affected by changes in prevailing  interest rate levels (as interest
rates  increase,  the values of securities  issued by Utility  Companies tend to
decrease,  and vice versa).  The values of and dividends paid on such securities
also are  affected  by  general  competitive  and market  forces in the  utility
industries, changes in federal and state regulation, energy conservation efforts
and other  environmental  concerns  and,  particularly  with  respect to nuclear
facilities,  shortened  economic life and repair and  decomissioning  costs. Gas
utilities were in recent years affected by deregulation which adversely affected
the  profitability of such utilities.  Similarly,  the  profitability of certain
electric  utilities  and  telecommunication  companies  may  in  the  future  be
adversely affected by increased competition resulting from partial deregulation.
    
   
When-Issued  Securities.   The  Fund  may  invest  in  equity  securities  on  a
"when-issued"  or  forward  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.
    
   
Options.  The Fund may write  covered  call  options and purchase put options on
stocks and stock  indexes to hedge.  A call option gives the purchaser the right
to buy from the Fund,  and a put option  gives the Fund the right to sell to the
seller of the put, a specified  security at the exercise price at any time prior
to the expiration of the contract.  The Fund will receive a premium from writing
a call  option  which  increases  its return on the  underlying  security if the
option expires or is closed out at a profit. Written calls may obligate the Fund
to sell the  underlying  security at a below market  price.  The Fund will pay a
premium for a put option,  which will represent a loss to the Fund if the option
expires unexercised. Both are exercisable at any time prior to expiration.
    
   
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 right 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 in amounts of 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  objective.  The Fund's
investment  objective  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 objective.  If there is a change in
the investment objective,  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 4.75% on Class A shares and
the contingent  deferred  sales charge  applicable to the time period quoted for
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  return,  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  month's  distribution,  annualized,  by the  maximum
offering price of that Class at the end of the month.  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 in turn is 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
0.64% of the Fund's average daily net assets for fiscal year 1995.
    
   
John E. Lennon and James P. Haynie serve as co-managers of the Fund. Mr. Lennon,
Vice President of the Adviser, has managed the Fund since 1984 and various other
Colonial  equity  funds since 1982.  Mr.  Haynie,  also a Vice  President of the
Adviser, has co-managed the Fund since June, 1995, and has managed various other
Colonial  equity  funds  since 1993.  Prior to joining the Adviser in 1993,  Mr.
Haynie was a Vice President at  Massachusetts  Financial  Services Company and a
Portfolio Manager at Trinity Investment Management.
    

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 0.20%  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 security portfolio 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 of the Fund 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   distributions  daily  and  pays  them  monthly.
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 the 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.  Each January,  information  on the amount and nature of the Fund's
distributions for the prior year is sent to shareholders.
    

Distributions   will  qualify  for  the  federal  corporate   dividends-received
deduction only to the extent of aggregate  qualifying  dividends received by the
Fund.  Corporate  shareholders  must  hold  shares of the Fund for 46 days to be
eligible for the deduction. The amount of dividends qualifying for the deduction
will be reduced if a shareholder has indebtedness "directly attributable" to the
shares  owned.  A  corporate  shareholder's  distributions  from  the  Fund  are
includable  in its adjusted  current  earnings  for  purposes of  computing  the
corporate alternative minimum tax (AMT) and may result in AMT liability.

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 the  financial  service firm
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 is
$50; and the minumum  initial  investment for 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 share  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
0.25% annual service fee, plus an initial or a contingent  deferred sales charge
as follows:
    

                               _______Initial Sales Charge_____
                                                       Retained
                                                          by
                                                      Financial
                                                       Service
                                                       Firm as
                                _______as % of____       % of
                                 Amount    Offering    Offering
Amount Purchased                Invested     Price      Price
Less than $50,000                4.99%       4.75%      4.25%
$50,000 to less than $100,000    4.71%       4.50%      4.00%
   
$100,000 to less than $250,000   3.63%       3.50%      3.00%
$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 purchases over $5 million.

   
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:
    

         Years                Contingent Deferred
     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  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 invested immediately. Purchases of $250,000 or more must be
for Class A shares. Consult your financial service firm.

   
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. See the
Statement of Additional Information.
    
   
    
   
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.  These  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  institution.  Stock
power forms are available from financial  service firms,  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
below $1,000 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 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 for federal
tax purposes. The exchange service may be changed,  suspended or eliminated upon
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 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 in which the original investment was made.

TELEPHONE TRANSACTIONS

   
All shareholders  and/or their financial advisers are automatically  eligible to
exchange Fund shares by telephone 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 transctions 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 Transfer  Agent will employ  reasonable  procedures  to
confirm that instructions  communicated by telephone are genuine and, if it does
not, may be liable for any losses due to  unauthorized  or fraudulent  telephone
transactions. All telephone transactions are recorded. 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.
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  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  and/or  their
financial advisers are not obligated to transact by telephone.
    

12B-1 PLANS

Under 12b-1 Plans,  the Fund pays the Distributor an annual service fee of 0.25%
of average net assets attributed to each Class of shares. The Fund also pays the
Distributor  an  annual  distribution  fee of 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 should certain Internal Revenue Service rulings be
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,
shareholder  servicing costs 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 a  Massachusetts  business  trust  organized  in  1978.  The Fund
represents an entire interest in a separate portfolio of the Trust.
    
   
The Trust is not  required  to hold  annual  shareholder  meetings,  but special
meetings may be called for certain purposes.  Shareholders  receive one vote for
each Fund share.  Shares of the 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.
    



<PAGE>


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  02108-2624

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.







   
March 29, 1996
    

COLONIAL
UTILITIES
FUND

PROSPECTUS


Colonial Utilities Fund seeks primarily current income and secondarily long-term
growth.

   
For more detailed information about the Fund, call the Adviser at 1-800-248-2828
for the March 29, 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                       
                                
Part A of Post-Effective Amendment No. 41 filed with the Commission on
September 25, 1995 (Colonial Municipal Money Market Fund), is incorporated
herein in its entirety by reference.
                                
                                
                        COLONIAL TRUST IV
                      Cross Reference Sheet
              Colonial Intermediate Tax-Exempt Fund
               Colonial Short-Term Tax-Exempt Fund
              --------------------------------------
                                
                             Location or Caption in Statement
Item Number of Form N-1A     of Additional Information
                             
Part B                       
                             
    10.                      Cover Page
    11.                      Table of Contents
    12.                      Not Applicable
    13.                      Investment Objectives and
                             Policies of the Funds;
                             Fundamental Investment Policies
                             of the Funds; Other Investment
                             Policies of the Funds;
                             Miscellaneous Investment
                             Practices; Portfolio Turnover
    14.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    15.                      Fund Charges and Expenses
    16.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    17.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    18.                      Shareholder Meetings
    19.                      How to Buy Shares; Determination
                             of Net Asset Value; Suspension of
                             Redemptions; Special Purchase
                             Programs/Investor Services;
                             Programs for Reducing or
                             Eliminating Sales Charges; How to
                             Sell Shares; How to Exchange
                             Shares
    20.                      Taxes
    21.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    22.                      Fund Charges and Expenses;
                             Investment Performance;
                             Performance Measures
    23.                      Independent Accountants

                    COLONIAL INTERMEDIATE TAX-EXEMPT FUND
                     COLONIAL SHORT-TERM TAX-EXEMPT FUND
                     Statement of Additional Information
   
                               March 29, 1996
    
   
This Statement of Additional Information (SAI) contains information which may be
useful to  investors  but which is not  included in the  Prospectus  of Colonial
Intermediate  Tax-Exempt Fund and Colonial  Short-Term  Tax-Exempt Fund (Funds).
This SAI is not a  prospectus  and is  authorized  for  distribution  only  when
accompanied  or preceded by the  Prospectus  of the Funds dated March 29,  1996.
This 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  Funds.  Part 2
includes   information   about  the  Colonial  funds  generally  and  additional
information about certain securities and investment  techniques described in the
Funds' Prospectus.
    

TABLE OF CONTENTS

Part 1                                                                 Page

Definitions                                                               
Investment Objective and Policies of the Funds                          
Fundamental Investment Policies of the Funds                            
Other Investment Policies of the Funds                                  
Portfolio Turnover 
Fund Charges and Expenses                                             
Investment Performance                                                   
Custodian                                                             
Independent Accountants 

Part 2

   
Miscellaneous Investment Practices  
Taxes                           
Management of the Colonial Funds 
Determination of Net Asset Value 
How to Buy Shares  
Special Purchase Programs/Investor Services
Programs for Reducing or Eliminating Sales Charges
How to Sell Shares
Distributions
How to Exchange Shares
Suspension of Redemptions 
Shareholder Meetings 
Performance Measures
Appendix I
Appendix II 
    
                                    Part 1

                      COLONIAL INTERMEDIATE TAX-EXEMPT FUND
                       COLONIAL SHORT-TERM TAX-EXEMPT FUND
                       Statement of Additional Information
   
                                 March 29, 1996
    

DEFINITIONS
"Trust"                         Colonial Trust IV
"Intermediate Fund" or "Fund"   Colonial Intermediate Tax-Exempt Fund
"Short-Term Fund" or "Fund"     Colonial Short-Term Tax-Exempt 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 OBJECTIVE AND POLICIES
   
The  Prospectus  describes  each  Fund's  investment  objective  and  investment
policies. Part 1 of this SAI includes additional information  concerning,  among
other things, the fundamental  investment policies of the Funds. Part 2 contains
additional  information about the following securities and investment techniques
that are described or referred to in the Prospectus:
    

           Short-Term Trading
           Zero Coupon Securities
           Forward Commitments
           Repurchase Agreements
           Options on Securities
           Futures Contracts and Related Options
           Inverse Floating Obligations

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

FUNDAMENTAL INVESTMENT POLICIES OF THE FUNDS
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 can not 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 of
deficiency  occurs  as a  result  of such  investment.  For the  purpose  of the
Investment Company Act of 1940 (Act) diversification  requirement,  an issuer is
the entity whose revenues support the security.

Each Fund may:
1. Issue senior securities only through borrowing from banks for temporary or
   emergency purposes up to 10% of its net assets; however, the Fund will not
   purchase additional portfolio securities while borrowings exceed 5% of net
   assets;
2. Invest  up to 5% of its net  assets  in real  estate  as a result  of owning
   securities  (i.e.,  foreclosing  and  collateral);  
3. Purchase and sell futures contracts and related  options so long as the total
   initial margin and premiums on the contracts does not exceed 5% of its total
   assets;
4. Underwrite securities issued by others only when disposing of portfolio 
   securities;
5. 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;
6. Not concentrate more than 25% of its total assets in any one industry,  or
   with  respect to 75% of total assets  purchase  any  security  (other than
   obligations of the U.S.  Government and cash items including  receivables)
   if as a result more than 5% of its total  assets would then be invested in
   securities of a single issuer,  or purchase voting securities of an issuer
   if, as a result of such  purchase  the Fund would own more than 10% of the
   outstanding voting shares of such issuer;
7. And will, under normal circumstances, invest at least 80% of its total 
   assets in tax-exempt bonds.

OTHER INVESTMENT POLICIES OF THE FUNDS
As  non-fundamental   investment   policies  which  may  be  changed  without  a
shareholder vote, each 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.  Invest more than 15% of its net assets in illiquid assets;
   
4.  Own  securities  of any  company  if the Trust  knows that  officers  and
    Trustees of the Trust or officers and  directors of  Colonialthe  Adviser
    who individually own more than 0.5% of such securities  together own more
    than 5% of such securities;
    
5.  Invest in interests in oil, gas or other mineral exploration or development
     programs, including leases;
6.  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;
7.  Pledge more than 33% of its total assets;
8.  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; 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
   
    
   
     Intermediate Fund                           Short-Term Fund
  Year ended November 30                     Year ended November 30
 1995               1994                  1995                   1994
 ----               ----                  ----                   ----
  69%                26%                  123%                    16%
    

FUND CHARGES AND EXPENSES
   
Under each Fund's management agreement, each Fund pays the Adviser a monthly fee
based on the  average  net assets of the Fund,  determined  at the close of each
business  day  during  the  month  at the  annual  rates of 0.55% in the case of
Intermediate  Fund  and  0.50%  in the  case  of  Short-Term  Fund  (subject  to
reductions that the Adviser may agree to periodically).
    
Recent Fees paid to the Adviser, CISI and CISC (dollars in thousands)
   

                                Intermediate Fund     
                                           February 1, 1993 
                                            (commencement of
                         Year ended           operations)          
                         November 30         through November 30 
                        -----------         -----------------       
                        1995      1994             1993             
                        ----      -----           ----                     
               
Management Fee          $157      $162            $68               
Bookkeeping Fee           27        27             22               
Shareholder services
 and transfer 
 agent fee                50        46             18               
12b-1 fees:
 Service fee              56        59             25               
 Distribution fee
  (Class B)               95        83             26               
Fees and Expenses
 waived or borne by
 the Adviser            (273)    (317)           (165)                
    
   
                                Short-Term Fund
                                              February 1, 1993           
                                              (commencement of           
                           Year ended            operations)            
                          November 30         through November 30 
                          -----------         -----------------       
                         1995      1994            1993         
                         ----      -----           ----                 

Management Fee            $60         $63           $17
Bookkeeping Fee            27          27            23
Shareholder services
 and transfer 
 agent fee                 21          19             5
12b-1 fees:
 Service fee               12          12             3
 Distribution fee
  (Class B)               N/A         N/A            N/A
Fees and Expenses
 waived or borne by
 the Adviser             (118)       (108)          (64)  
    

Brokerage Commissions (dollars in thousands)
   
                                              Intermediate Fund 
                                                             February 1, 1993
                                                              (commencement of 
                                     Year ended                 operations)
                                    November 30             through November 30
                                -----------------         ---------------------
                                 1995           1994               1993    
                                 ----          -----               ---- 
Total commissions                $689           $662                 $0 
Directed transactions (a)           0              0                  0
Commissions on directed
transactions                        0              0                  0   
    
   
                                             Short-Term Fund
                                                             February 1, 1993
                                                              (commencement of 
                                     Year ended                 operations) 
                                     November 30             through November 30
                                 -----------------         --------------------
                                 1995           1994               1993
                                 ----           ----               ----  
Total commissions                  $0           $0                 $0
Directed transactions (a)           0            0                  0
Commissions on directed
transactions                        0            0                  0   
    
   
(a) See "Management of the Colonial Funds-Portfolio  Transactions-Brokerage  and
    Research Services" in Part 2 of this SAI.
    

Trustees and Trustees Fees
   
For the  fiscal  year ended  November  30,  1995,  and the  calendar  year ended
December 31, 1995, the Trustees received the following  compensation for serving
as Trustees:
    

   
    
   
<TABLE>
<CAPTION>
                         Aggregate              Aggregate
                         Compensation           Compensation
                         From The               From The           Pension or                        Total Compensation From
                         Intermediate Fund      Short-Term Fund    Retirement        Estimated       Trust and Fund Complex
                         For The Fiscal Year    For The Fiscal     Benefits          Annual          Paid To The Trustees For
                         Ended November 30,     Year Ended         Accrued As Part   Benefits Upon   The Calendar Year Ended
 Trustee                 1995                   November 30, 1995  of Fund Expense   Retirement      December 31, 1995(b)
 -------                 ----------------       -----------------  ---------------   ----------      ------------------- 
                                                 
<S>                        <C>                   <C>                  <C>              <C>               <C>     
Robert J. Birnbaum (i)     $ 668                 $ 621                $0               $0                $ 71,250
Tom Bleasdale              1,041(c)                966(d)              0                0                  98,000(e)
Lora S. Collins              972                   902                 0                0                  91,000
James E. Grinnell (i)        670                   624                 0                0                  71,250
William D. Ireland, Jr.    1,206                 1,116                 0                0                 113,000
Richard w. Lowry (i)         670                   622                 0                0                  71,250
William E. Mayer             971                   901                 0                0                  91,000
James L. Moody, Jr.        1,083(f)              1,009(g)              0                0                  94,500(h)
John J. Neuhauser            969                   900                 0                0                  91,000
George L. Shinn            1,097                 1,017                 0                0                 102,500
Robert L. Sullivan         1,074                   997                 0                0                 101,000
Sinclair Weeks, Jr.        1,194                 1,107                 0                0                 112,000
</TABLE>
    
   
(b)  At December 31, 1995, the Colonial Funds complex consisted of 33 open-end 
     and 5 closed-end management investment portfolios.
(c)  Includes $521 payable in later years as deferred compensation.
(d)  Includes $481 payable in later years as deferred compensation.
(e)  Includes $49,000 payable in later years as deferred compensation.
(f)  Includes $855 payable in later years as deferred compensation.
(g)  Includes $798 payable in later years as deferred compensation
(h)  Total compensation of $94,500 for the calendar year ended December 31, 
     1995, will be payable in later years as deferred compensation.
(i)  Elected as a Trustee of the Colonial Funds complex on April 21, 1995.
    
   
The  following  table  sets  forth the  amount of  compensation  paid to Messrs.
Birnbaum, Grinnell and Lowry in their capacities as Trustees or Directors of the
Liberty  All-Star Equity Fund and 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(j):
    
   
                         Total Compensation From     Total Compensation
                         Liberty Funds II For The    From Liberty Funds I For
                         Period January 1, 1995      The Calendar Year Ended
Trustee                  Through March 26, 1995      December 31, 1995 (k)
- -------                  ----------------------      ---------------------

Robert J. Birnbaum          $2,900                      $16,675
James E. Grinnell            2,900                       22,900
Richard W. Lowry             2,900                       26,250 (l)
    
   
(j)     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 Colonial Trust
        III. Prior to their election as Trustees of the Colonial Funds,  Messrs.
        Birnbaum,  Grinnell  and Lowry  served as Trustees of Liberty  Funds II;
        they continue to serve as Trustees or Directors of Liberty Funds I.
(k)     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).
(l)     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 and Farnham Incorporated, each an
        affiliate of the Adviser.
    
Ownership of the Fund
   
At February 29, 1996,  the officers and Trustees of the Trust owned less than 1%
of the then outstanding shares of each Fund.
    
   
At March 18,1996, the following  shareholders  owned 5% or more of the Funds'
outstanding shares:
    
Intermediate Fund:
   
Class A shares:  John A. McNeice,  Jr., 47 Green Street,  Canton, MA 02021-1023,
owned 5.21%;  Merrill  Lynch,  Pierce Fenner & Smith,  Inc.,  Attn.  Book Entry,
Mutual Funds Operations, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville,  FL
32216, owned 5.61%;  Margaret D. Wilson,  12333 Courtyard Lake Drive, St. Louis,
MO 63127-1456, owned 5.44%.
    
   
Class B shares: Merrill Lynch, Pierce, Fenner & Smith, Inc., Attn:  Book Entry,
Mutual Funds Operations, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville, FL
32216, owned 9.43%.
    

Short-Term Fund:
   
Class   A   shares:   Colonial   Management   Associates,   Inc.,   Attn:   John
Wallace/Controller,  One Financial Center, Boston, MA 02111, owned 55.86%; Louis
Betrand, 406 N. Cunningham,  Rayne, LA 70578-6514, owned 6.43%; Oveta Culp Hobby
Trust,  U/A DTD  1/3/63,  U/W WP  Hobby  Trust,  2131  San  Felipe,  Houston  TX
77019-5626, owned 8.52%.
    
   
At February 29, 1996, there were 367 Class A and 402 Class B shareholders of the
Intermediate Fund and 121 Class A shareholders of the Short-Term Fund.
    

Sales Charges (dollars in thousands)
   
                                      Intermediate Fund
                                       Class A Shares   
                                                    February 1, 1993
                                                   (commencement of
                                 Year ended       investment operations)      
                                November 30        through November 30        
                                -----------       ---------------------       
                                1995   1994            1993                 
                                ----   -----           ----                  
Aggregate initial sales charges
  charges on Fund share
  sales                          $39    $74            $179                 
Initial sales charges retained
  by CISI                          6      4              12        

    
   
                                        Short-Term Fund
                                        Class A Shares
                                                    February 1, 1993       
                                                   (commencement of        
                                 Year ended       investment operations)   
                                November 30        through November 30     
                                -----------       ---------------------    
                                1995   1994            1993                
                                ----   ----            ----
Aggregate initial sales charges
  charges on Fund share
  sales                          $5     $12            $22
Initial sales charges retained
  by CISI                         1       2              2
    
   
                                   Intermediate Fund
                                     Class B Shares
                                                        February 1, 1993
                                Year ended         (commencement of operations)
                                November 30           through November 30
                                -----------           -------------------
                            1995          1994               1993
                            ----          ----               ----
Aggregate contingent
 deferred sales charges
 (CDSC)on Fund redemptions  
 retained CISI               $46          $30                 $9
    

12b-1 Plans, CDSCs and Conversion of Shares
The  Intermediate  Fund  offers two classes of shares - Class A and Class B. The
Short-Term Fund currently offers only one class of shares.  Each Fund may in the
future offer other classes of shares.  The Trustees  have  approved  12b-1 plans
pursuant to Rule 12b-1 under the Act. Under the Plans,  the Short-Term Fund pays
CISI a service fee at an annual  rate of 0.10% of average net assets  attributed
to its Class A shares and the  Intermediate  Fund pays CISI a service  fee at an
annual rate of 0.20% of average net assets  attributed  to each Class of shares.
The  Intermediate  Fund also pays CISI a  distribution  fee at an annual rate of
0.65% of  average  net  assets  attributed  to 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 the amount of CISI's
expenses, CISI may in some cases realize a profit from the fees.

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

The Trustees  believe the Plans could be a significant  factor in the growth and
retention of Fund assets  resulting  in a more  advantageous  expense  ratio and
increased  investment  flexibility  which  could  benefit  each  class  of  Fund
shareholders.  The 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 Trust 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 four years after  purchase.  The CDSCs are
described in the Prospectus.
    

No CDSC will be imposed on an amount which  represents  an increase in the value
of the  shareholder's  account  resulting  from capital  appreciation  above the
amount paid for the shares.  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 Funds for
the fiscal year ended November 30, 1995, were:
    
   
                                  Intermediate Fund            Short-Term Fund
                         Class A Shares     Class B Shares      Class A Shares

Fees to FSFs                    $  26              $58              $17
Cost of sales material
 relating to the Funds
 (including printing                                                   
  and mailing expenses)            7                 4                6 
Allocated travel, 
 entertainment and 
 other promotional expenses
 (including advertising)           9                 7                7
    

INVESTMENT PERFORMANCE
   
The Fund's yields for the month ended November 30, 1995 were:
    
   
                     Intermediate Fund
                      Class A Shares                         
- ------------------------------------------------------------ 

        Yield       Tax-Equivalent Yield    Adjusted Yield       
        4.18%              6.92%                 3.53%             

    
   
                       Intermediate Fund
                         Class B Shares
- ------------------------------------------------------------------

    Yield       Tax-Equivalent Yield     Adjusted Yield
    3.67%              6.08%                 3.00%

    
   
                         Short-Term Fund
                          Class A Shares
- -------------------------------------------------------------------

        Yield           Tax-Equivalent Yield     Adjusted Yield
        3.51%                 5.81%                 2.64%

    
   
The Funds' average annual total returns at November 30, 1995, were:
    
   

                     Intermediate Fund                              
                       Class A Shares
                            
                                    February 1, 1993                
                                   (commencement of                 
                                  investment operations)
                     1 Year       through November 30, 1995
                     ------     -------------------------   
With sales charge  
 of 3.25%             10.83%           5.46% 
Without sales charge  14.56%           6.70%                
    
   

                          Short-Term Fund
                           Class A Shares

                                   February 1, 1993
                                    (commencement of
                                    investment operations 
                     1 Year       through November 30, 1995         
                      ------       -------------------------        

With sales charge 
 of 3.25%             4.41%           3.07%                        
Without sales charge  5.47%           3.43%

    
   
                               Intermediate Fund
                                    Class B
                                                February 1, 1993
                                           (commencement of operations)
                       1 Year                  through November 30, 1995
                      ------                   --------------------------
With applicable CDSC  9.82% (4.00% CDSC)              5.37% (2.00% CDSC)
Without CDSC         13.82%                           6.01%
    
   
The Funds'  distribution rates at November 30, 1995, which are based on the most
recent month's distributions,  annualized, and the maximum offering price at the
end of the month, were:
    

                                    Class A             Class B
   
Intermediate Fund                    4.58%               4.10%
Short-Term Fund                      4.10%                 N/A
    

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

CUSTODIAN
   
UMB, n.a. is the Funds' custodian. The custodian is responsible for safeguarding
each  Fund's  cash and  securities,  receiving  and  delivering  securities  and
collecting each Fund's interest and dividends.
    

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP are the Funds' 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 have been so incorporated,  and the schedules of 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  29 of  the  Funds'  November  30,  1995  Annual  Report,  are
incorporated in this SAI by reference.
    




<PAGE>
                      COLONIAL INTERMEDIATE TAX-EXEMPT FUND
                              INVESTMENT PORTFOLIO
                        NOVEMBER 30, 1995 (IN THOUSANDS)

<TABLE>
<CAPTION>
MUNICIPAL BONDS - 100.2%                                           PAR        VALUE
- -----------------------------------------------------------------------------------
<S>                                          <C>                <C>          <C>
CERTIFICATES OF PARTICIPATION - 1.8%
 SC Spartanburg County School District,                                                              
                                 5.00%       07/01/04           $  500       $  513
                                                                             ------
 ...................................................................................
CONSTRUCTION - 0.3%
 BUILDING CONSTRUCTION
 IA State Finance Authority,
  Mason County Shopping Center:
                                6.000%       12/01/95               40           40
                                8.000%       12/01/04               50           53
                                                                             ------
                                                                                 93
                                                                             ------
 ...................................................................................
EDUCATION - 6.8%                                                                                                     
 MN State Higher Education Facilities                                                      
  Authority, MacAlester College, Series 4-C,                                               
                                6.000%       03/01/01              500          532
 NY State Dormitory Authority,
 State University of New York, Series A:                                        
                                5.500%       07/01/00(a)           500          523
                                5.625%       07/01/16(a)           500          493
 TX Brazos, Higher Educational                                                  
  Facilities Authority, Series 1992-A,                                          
                                6.600%       03/01/00              345          362
                                                                             ------
                                                                              1,910
                                                                             ------
 ...................................................................................
GENERAL OBLIGATION - 35.4%                                                                                           
 AZ Maricopa Paradise Valley,                                                              
                                6.350%       07/01/10(a)           500          560
 AZ Phoenix,                                          
                                6.125%       07/01/03              500          559
 HI Honolulu City & County,                          
                                6.000%       11/01/01              500          541
                                6.000%       11/01/10              500          540
 IL  Joliet,                                         
  Series 1993-A,                                     
                                5.300%       01/01/02               65           68
 LA New Orleans,                                     
                                (b)          09/01/16(c)         2,000        1,165
 LA State,                                                                    
  Series 1993-A,                                                              
                                5.300%       08/01/04              145          152
 MA Haverhill, Series A,                             
                                5.900%       06/15/02              200          216
</TABLE>

                                       6

<PAGE>
                     Investment Portfolio/November 30, 1995
<TABLE>
- -----------------------------------------------------------------------------------
<S>                                          <C>                <C>          <C>
 MA New Bedford,                                                                           
                                6.000%       10/15/02           $  625       $  680
 MI Berkley, City School District,                                             
                                7.000%       01/01/09              500          588
 MN West St. Paul, Independent School,                                         
  District No. 197,                                                            
                                (b)          02/01/04            1,585        1,066
 NJ State, Series D,                                                
                                (b)          02/15/04               90           61
 OH Big Walnut Local School District,                                          
  Delaware County, Series 1993,                                               
                                5.200%       06/01/02(d)           585          605
 OH Olmstead Falls Local School District,                                      
                                6.850%       12/15/11              550          617
 OH State, Higher Education Commission,                                        
  Series II-B,                                                                 
                                5.750%       11/01/04              500          539
 OH Trumbull County,                                 
                                5.100%       12/01/03              500          521
 TX State, Series A,                                 
                                5.800%       10/01/04            1,000        1,094
 WI Racine, District Number 8,                       
                                5.400%       12/01/03              375          393
                                                                             ------
                                                                              9,965
                                                                             ------
 ...................................................................................
HEALTH - 7.5%                                                                                                 
 HOSPITALS - 6.8%                                                                          
 AL East Health Care Authority,                                                            
  Health Care Facilities and Tax Anticipation,                                             
  Series 1993,                                                                             
                                5.625%       09/01/04               50           53
 HI State Department Budget and Finance                                        
  Special Purpose Mortgage, Kapiolani                                          
  Health Care System, Series 1993,                                             
                                5.500%       07/01/01              110          113
 MI Dickinson County Memorial Hospital,                                        
                                7.625%       11/01/05              300          319
 MN Brainerd, Health Care Facilities,                                          
  St. Joseph Medical Center, Series 1993-D,                                    
                                5.300%       02/15/02               50           52
 NJ Health Care Facilities Financing Authority,
  Raritan Bay Medical Center,
                                5.800%       07/01/97               70           70
 OH Cuyahoga County, Meridia Health Systems,
                                6.300%       08/15/06              890          969
 OH Green Springs Health Care                                                  
  Facilities, St. Francis Health Care Center,                                  
  Series A,                                                                    
                                7.000%       05/15/04              100          107
</TABLE>

                                       7

<PAGE>
                     Investment Portfolio/November 30, 1995
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
MUNICIPAL BONDS - CONT.                                             PAR       VALUE
- -----------------------------------------------------------------------------------
<S>                                          <C>                 <C>         <C>
HEALTH - CONT.
 HOSPITALS - CONT.
 PA Philadelphia, Hospitals & Higher                                                                 
  Educational Facilities, Temple                                                                     
  University Hospital, Series 1993,                                                                  
                                5.750%       11/15/99            $  100      $  102
 TX Health Facilities Development                                              
  Corp., All Saints Episcopal Hospitals,                                       
  Series 1993-A,                                                               
                                5.800%       08/15/04                80          86
 TX Tarrant County Health Facilities                                         
  Development Corp., Fort Worth                                              
  Osteopathic Hospital, Series 1993,                                         
                                5.800%       05/15/04                50          54
                                                                             ------
                                                                              1,925
                                                                             ------
 NURSING HOMES - 0.7%                                                        
 KY Jefferson County Health Facilities,                                      
  Beverly Enterprises, Inc., Series 1985-B,                                  
                                9.750%       08/01/07                95         105
 MA State, Industrial Finance Agency,                                        
  Belmont Home Care Project,  Series A,                                      
                                7.970%       01/01/99               100         103
                                                                             ------
                                                                                208
                                                                             ------
 ...................................................................................
HOUSING - 2.8%
 MULTI-FAMILY - 1.9%                                                                                 
 MA State Housing Finance Agency,                                                                    
  Series 1992 C,                                                                                     
                                6.350%       05/15/03               200         213
 RI Housing & Mortgage Finance                                                  
  Corp., Homeownership Opportunity,                                             
  Series 6-B:                                                                   
                                6.500%       04/01/03               100         107
                                6.500%       10/01/03               200         214
                                                                             ------
                                                                                534
                                                                             ------
                                                                                
 SINGLE-FAMILY - 0.9%                                                           
 NH State Housing Finance Authority,                                            
  Single-family Mortgage, Series 1990-A,                                        
                                6.850%       07/01/98               165         170
 NJ State Housing & Mortgage Finance                                            
  Agency,                                                                       
                                6.500%       05/01/03                85          92
                                                                             ------
                                                                                262
                                                                             ------
</TABLE>

                                       8

<PAGE>
                     Investment Portfolio/November 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                          <C>                 <C>         <C>
PUBLIC FACILITIES IMPROVEMENT - 9.4%                                                                                  
 FL Homestead, Special Insurance                                                               
  Assessment,
                                5.125%       09/01/02            $  425      $  439
 KS State Development Authority,                                                         
  Lease Juvenile Detention Facility                                                      
  Project, Series 1992-H,                                                               
                                5.750%       06/01/02                60          64
 LA State Correctional Facilities                                               
  Corp. Lease, Series 1993,                                                    
                                5.400%       12/15/01                65          68
 LA Sulphur, Public Import Sales and Use                                        
  Tax, Series 1993-ST,                                                          
                                5.650%       04/01/04                50          53
 NY State, Urban Development Corp:                                              
                                5.700%       04/01/09               500         503
                                6.250%       04/01/02               500         531
 SC Rock Hill, Tax Increment Revenue,                                           
  Manchester Redevelopment Project,                                             
  Series 1992-B,                                                                
                                5.500%       05/01/03               450         473
 VA State Public Building Authority,                                            
                                5.625%       08/01/02               500         533
                                                                             ------
                                                                              2,664
                                                                             ------

 ...................................................................................
PUBLIC INFRASTRUCTURE - 10.9%                                                                             
 AIRPORTS - 1.0%                                                                         
 CO Denver City & County Airport,                                                        
  Series 1992-C,                                                                         
                                6.250%       11/15/00                50          52
 NV Washoe County Airport Authority                                           
  System, Series 1993-B,                                                      
                                5.000%       07/01/01               225         231
                                                                             ------
                                                                                283
                                                                             ------
 TURNPIKES/TOLL ROADS/BRIDGES - 9.9%                                          
 CA Foothill, Eastern Transportation                                          
  Corridor Agency, State Toll Road,                                           
  Senior Lien, Series A,                                                      
                                (b)          01/01/04               500         306
 KY State Turnpike Authority Economic                                         
  Development Revitalization Projects:                                        
                                6.500%       07/01/08             1,000       1,135
   Series 1992,                                                                 
                                5.500%       01/01/01                50          52
 NV Clark County Highway Improvement,                                         
                                5.700%       07/01/03               500         530
</TABLE>


                                       9

<PAGE>
                     Investment Portfolio/November 30, 1995
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
MUNICIPAL BONDS - CONT.                                             PAR       VALUE
- -----------------------------------------------------------------------------------
<S>                                          <C>                 <C>         <C>
PUBLIC INFRASTRUCTURE - CONT.
 TURNPIKES/TOLL ROADS/BRIDGES - CONT.
 NY Triborough Bridge and Tunnel                                                                
  Authority, Series A,                                                                          
                                5.000%       01/01/07            $  750      $  748
                                                                             ------
                                                                              2,771
                                                                             ------
 ...................................................................................
REFUNDED/ESCROW/SPECIAL OBLIGATION - 0.4%
 NY New York Dormitory Authority,                                                               
  State University of New York,                                                                 
  Series 1989-B,                                                                                
                                7.100%       05/15/01               100         110
                                                                             ------
 ...................................................................................
RETAIL TRADE - 0.6%                                                                                                   
 MISCELLANEOUS RETAIL                                                                           
 OH Lake County, North Madison                                                                  
  Properties,                                                                                   
                                8.069%       09/01/01                90          92
 VA Virginia Beach Development Authority,                                        
  SC Diamond Associates, Inc.,                                                   
                                8.000%       12/01/10                75          77
                                                                             ------
                                                                                169
                                                                             ------
 ...................................................................................
SOLID WASTE - 5.8%                                                                                                    
 LAND FILL - 0.4%                                                                               
 MA State Industrial Finance Agency,                                                            
  Peabody Monofill Associates, Inc. Project,                                                    
                                9.000%       09/01/05               100         107
                                                                             ------
 RESOURCE RECOVERY - 5.4%                                                                       
 MA State Industrial Finance Agency,                                                            
  Resource Recovery, Refusetch,                                                                 
  Series 1993-A:                                                                                
                                5.350%       07/01/00               100         104
                                5.450%       07/01/01               300         316
 NJ Bergen County Utilities Authority,                                                          
  Series A,                                                                                     
                                6.250%       06/15/07(c)          1,000       1,100
                                                                             ------
                                                                              1,520
                                                                             ------
 ...................................................................................
STUDENT LOAN - 5.1%                                                                                                   
 NM State Educational Assistance                                                                
  Foundation, Series 1-A,                                                                       
                                6.200%       12/01/01               500         533
 OH State Student Loan Funding Corp.,                                           
  Series A,                                                                     
                                5.750%       08/01/03               800         840
</TABLE>


                                       10

<PAGE>
                     Investment Portfolio/November 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                          <C>                 <C>        <C>
STUDENT LOAN - CONT.
 SC State Education Assistance Authority,                                                       
  Student Loan Revenue Bonds, Series 1991,                                                      
                                6.200%       09/01/99            $   50     $    52
                                                                            -------
                                                                              1,425
                                                                            -------

 ...................................................................................
TAX ALLOCATION - 1.8%                                                                                                
 FL Lake County Resources Industrial                                                            
  Development, Recovery Group,                                                                  
  Series 1993-A,                                                                                
                                5.400%       10/01/03               500         497
                                                                            -------
 ...................................................................................
UTILITY - 3.5%                                                                                                      
 CO-GENERATION - 1.9%                                                                           
 CA Sacramento Co-generation Authority,                                                         
  Procter & Gamble Project,                                                                     
                                6.500%       07/01/14               500         524
                                                                            -------
 MUNICIPAL ELECTRIC - 1.6%                                                      
 PR Commonwealth of Puerto Rico,                                                
  Electric Power Authority, Series X,                                           
                                4.900%       07/01/03               300         305
 WA Grant County Public Utilities,                                              
  District Number 002,                                                          
  Electric System, Series 1993-E,                                              
                                5.300%       01/01/03                50          52
 WA Snohomish County Washington Public                                          
  Utilities, Generation System Revenue Bonds,                                   
  District Number 001, Series 1993,                                            
                                5.250%       01/01/02                80          83
                                                                            -------
                                                                                440
                                                                            -------
 ...................................................................................
WATER &  SEWER - 8.1%                                                                                                 
 AZ Phoenix, Civic Improvement Corp.,                                                           
  Waste Water Lease, Series 1993,                                                               
                                5.750%       07/01/04                50          54
 PA Center Township Sewer Authority,                                          
  Series A,                                                                   
                                6.000%       04/15/03             1,035       1,123
 TX Houston Water & Sewer System,                                             
  Series C,                                                                   
                                5.900%       12/01/05(d)          1,000       1,090
                                                                            -------
                                                                              2,267
                                                                            -------

TOTAL MUNICIPAL BONDS (cost of $26,964) (e)                                 $28,187
                                                                            -------
</TABLE>


                                       11

<PAGE>
                     Investment Portfolio/November 30, 1995
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
SHORT TERM OBLIGATIONS - 4.6%                                       PAR       VALUE
- -----------------------------------------------------------------------------------
<S>                                          <C>                 <C>        <C>
VARIABLE RATE DEMAND NOTES (f)
 NY New York City Water & Sewer,
                                4.000%       06/15/25            $1,200       1,200
 WY City of Green River,
                                3.900%       06/01/07               100         100
                                                                            -------
TOTAL SHORT-TERM OBLIGATIONS                                                  1,300
                                                                            -------
OTHER ASSETS & LIABILITIES, NET - (4.8)%                                     (1,350)
- --------------------------------------------------------------------------------

NET ASSETS - 100.0%                                                         $28,137
                                                                            -------
</TABLE>

NOTES TO INVESTMENT PORTFOLIO:
- --------------------------------------------------------------------------------
(a) These securities have been purchased on a delayed delivery basis for
    settlement at a future date beyond the customary settlement time.
(b) Zero coupon bond.
(c) These securities, with a total market value of $2,265, are being used to
    collateralize the delayed delivery purchases indicated in note (a) above.
(d) These securities, with a total market value of $1,695, are being used to
    collateralize open futures contracts.
(e) Cost for federal income tax purposes is the same.
(f) Variable rate demand notes are considered short-term obligations.  Interest
    rates change periodically on specified dates.  These securities are payable
    on demand and are secured by either letters of credit or other credit
    support agreements from banks.  The rates listed are as of November 30,
    1995.


Short futures contracts open at November 30, 1995 are as follows:

<TABLE>
<CAPTION>
                              Par value                           Unrealized
                             covered by          Expiration      depreciation
    Type                     contracts              month        at 11/30/95
- -----------------------------------------------------------------------------
<S>                            <C>               <C>                  <C> 
Municipal bonds                $ 1,000           December             $ 61
</TABLE>

See notes to financial statements.

                                       12

<PAGE>
                     COLONIAL INTERMEDIATE TAX-EXEMPT FUND
                       STATEMENT OF ASSETS & LIABILITIES
                               NOVEMBER 30, 1995


(in thousands except for per share amounts and footnotes)
<TABLE>
<S>                                                     <C>               <C>    
ASSETS
Investments at value (cost $26,964)                                       $28,187
Short-term obligations                                                      1,300
                                                                          -------
                                                                           29,487
Receivable for:
  Interest                                              $  424
  Fund shares sold                                           9
  Other                                                     62                495
                                                        ------            -------
    Total Assets                                                           29,982

LIABILITIES
Payable for:
  Investments purchased                                  1,561
  Fund shares repurchased                                  145
  Distributions                                            104
  Variation margin on futures                                7
  Payable to Adviser                                         7
Accrued:                                                 
  Deferred Trustees fees                                     1
  Other                                                     20
                                                        ------
    Total Liabilities                                                       1,845
                                                                          -------

NET ASSETS                                                                $28,137
                                                                          -------

Net asset value & redemption price per share -
Class A ($13,317/1,697)                                                   $  7.85
                                                                          -------

Maximum offering price per share - Class A
($7.85/0.9675)                                                            $  8.11(a)
                                                                          -------

Net asset value & offering price per share -
Class B ($14,820/1,888)                                                   $  7.85(b)
                                                                          -------

COMPOSITION OF NET ASSETS
Capital paid in                                                           $27,773
Undistributed net investment income                                            26
Accumulated net realized loss                                                (824)
Net unrealized appreciation (depreciation) on:
  Investments                                                               1,223
  Open futures contracts                                                      (61)
                                                                          -------
                                                                          $28,137
                                                                          -------
</TABLE>

(a) On sales of $100,000 or more the offering price is reduced.
(b) Redemption price per share is equal to net asset value less any applicable
    contingent deferred sales charge.
See notes to financial statements.

                                       13

<PAGE>
                      COLONIAL INTERMEDIATE TAX-EXEMPT FUND
                            STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED NOVEMBER 30, 1995


<TABLE>
(in thousands)
INVESTMENT INCOME
<S>                                                              <C>         <C>   
Interest                                                                     $1,532


EXPENSES                                                                    
Management fee                                                   $  157     
Service fee                                                          56     
Distribution fee - Class B                                           95     
Transfer agent                                                       50     
Bookkeeping fee                                                      27     
Trustees fee                                                         10     
Custodian fee                                                         9     
Audit fee                                                            12     
Legal fee                                                             7     
Registration fee                                                     19     
Reports to shareholders                                               3     
Amortization of deferred organization expenses                       15     
Other                                                                10     
                                                                    470     
                                                                 ------
Fees and expenses waived or borne by the Adviser                   (273)        197
                                                                 ------      ------
       Net Investment Income                                                  1,335
                                                                             ------
                                                                            
NET REALIZED & UNREALIZED GAIN (LOSS) ON PORTFOLIO POSITIONS                
Net realized loss on:                                                       
  Investments                                                      (239)    
  Closed futures contracts                                         (318)
                                                                 ------    
     Net Realized Loss                                                         (557)    
Net unrealized appreciation (depreciation)                                  
 during the period on:                                                      
  Investments                                                     3,124     
  Open futures contracts                                            (98)    
                                                                 ------    
     Net Unrealized Appreciation                                              3,026     
                                                                             ------
       Net Gain                                                               2,469     
                                                                             ------
Net Increase in Net Assets from Operations                                   $3,804
                                                                             ------
</TABLE>

See notes to financial statements.

                                       14

<PAGE>
                      COLONIAL INTERMEDIATE TAX-EXEMPT FUND
                       STATEMENT OF CHANGES IN NET ASSETS
                                                                              
<TABLE>
<CAPTION>
                                                               Year ended
(in thousands)                                                 November 30
                                                          ---------------------
INCREASE (DECREASE) IN NET ASSETS                           1995         1994
                                                          --------     --------
<S>                                                       <C>          <C>     
Operations:
Net investment income                                     $  1,335     $  1,353
Net realized loss                                             (557)        (266)
Net unrealized appreciation (depreciation)                   3,026       (2,168)
                                                          --------     --------
    Net Increase (Decrease) from Operations                  3,804       (1,081)
Distributions:
From net investment income - Class A                          (707)        (818)
From net investment income - Class B                          (656)        (543)
                                                          --------     --------
                                                             2,441       (2,442)
                                                          --------     --------
Fund Share Transactions:
Receipts for shares sold - Class A                           3,913        6,586
Value of distributions reinvested - Class A                    478          578
Cost of shares repurchased - Class A                        (9,071)      (3,713)
                                                          --------     --------
                                                            (4,680)       3,451
                                                          --------     --------
Receipts for shares sold - Class B                           2,057        7,656
Value of distributions reinvested - Class B                    449          338
Cost of shares repurchased - Class B                        (3,059)      (2,170)
                                                          --------     --------
                                                              (553)       5,824
                                                          --------     --------
    Net Increase (Decrease) from Fund Share
     Transactions                                           (5,233)       9,275
                                                          --------     --------
        Total Increase (Decrease)                           (2,792)       6,833

NET ASSETS
Beginning of period                                         30,929       24,096
                                                          --------     --------
End of period (including undistributed net
  investment income of $26 and $33, respectively)         $ 28,137     $ 30,929
                                                          --------     --------

NUMBER OF FUND SHARES
Sold - Class A                                                 524          862
Issued for distributions reinvested - Class A                   63           76
Repurchased - Class A                                       (1,219)        (492)
                                                          --------     --------
                                                              (632)         446
                                                          --------     --------
Sold - Class B                                                 273        1,004
Issued for distributions reinvested - Class B                   59           45
Repurchased - Class B                                         (405)        (291)
                                                          --------     --------
                                                               (73)         758
                                                          --------     --------
</TABLE>

See notes to financial statements 

                                       15

<PAGE>
                      COLONIAL INTERMEDIATE TAX-EXEMPT FUND
                              FINANCIAL HIGHLIGHTS

Selected data for a share of each class outstanding throughout each
period are as follows:
<TABLE>
<CAPTION>
                                                                                                              Period ended
                                                                 Year ended November 30                        November 30
                                                    ---------------------------------------------------   ----------------------
                                                             1995                         1994                   1993 (b)
                                                    Class A        Class B        Class A     Class B     Class A        Class B
                                                    -------        -------        -------     -------     -------        -------
<S>                                                 <C>            <C>            <C>         <C>         <C>            <C>
Net asset value -
   Beginning of period                              $ 7.210        $ 7.210        $ 7.810     $ 7.810     $ 7.500        $ 7.500
                                                    ----------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment
income (a)                                            0.387          0.338          0.366       0.317       0.305          0.263
Net realized and
unrealized gain (loss)                                0.641          0.641         (0.596)     (0.596)      0.302          0.302
                                                    ----------------------------------------------------------------------------
   Total from Investment
      Operations                                      1.028          0.979         (0.230)     (0.279)      0.607          0.565
                                                    ----------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net
investment income                                    (0.388)        (0.339)        (0.370)     (0.321)     (0.297)        (0.255)
                                                    ----------------------------------------------------------------------------
Total Distributions
Declared to
Shareholders                                         (0.388)        (0.339)        (0.370)     (0.321)     (0.297)        (0.255)
                                                    ----------------------------------------------------------------------------
Net asset value -
   End of period                                    $ 7.850        $ 7.850        $ 7.210     $ 7.210     $ 7.810        $ 7.810
                                                    ============================================================================
Total return (c)(d)                                   14.56%         13.82%         (3.05%)     (3.68%)      8.18%(e)       7.61%(e)
                                                    ============================================================================
RATIOS TO AVERAGE NET ASSETS
Expenses                                               0.36%(f)       1.01%(f)       0.20%       0.85%       0.20%(g)       0.85%(g)
Fees and expenses
waived or borne by
the Adviser                                            0.96%(f)       0.96%(f)       1.07%       1.07%       1.33%(g)       1.33%(g)
Net investment income                                  5.03%(f)       4.38%(f)       4.85%       4.20%       4.53%(g)       3.88%(g)
Portfolio turnover                                       69%            69%            26%         26%          5%(g)          5%(g)
Net assets at end
of period (000)                                     $13,317        $14,820        $16,791     $14,138     $14,700        $ 9,396
(a)Net of fees and expenses waived or
      borne by the Adviser which
      amounted to                                   $ 0.074        $ 0.074        $ 0.080     $ 0.080     $ 0.090        $ 0.090
</TABLE>
(b)The Fund commenced investment operations on February 1, 1993
(c)Total return at net asset value assuming all distributions reinvested and no
   initial sales charge or contingent deferred sales charge.
(d)Had the Adviser not waived or reimbursed a portion of expenses, total return
   would have been reduced.
(e)Not annualized.
(f)The benefits derived from custody credits and directed brokerage arrangements
   had no impact.  Prior year ratios are net of benefits received, if any.
(g)Annualized.
- --------------------------------------------------------------------------------
Federal Income Tax Information (unaudited)
All of the distributions will be treated as exempt income for federal income
tax purposes.
- --------------------------------------------------------------------------------

                                       16

<PAGE>
                       COLONIAL SHORT-TERM TAX-EXEMPT FUND
                              INVESTMENT PORTFOLIO
                        NOVEMBER 30, 1995 (IN THOUSANDS)

<TABLE>
<CAPTION>
MUNICIPAL BONDS - 100.1%                                        PAR        VALUE
- --------------------------------------------------------------------------------
<S>                                                           <C>          <C>
CERTIFICATES OF PARTICIPATION - 5.1%
 CA Los Angeles Unified School District,            
  Multiple Properties Project,                      
  Series B,                                         
                               5.000%    12/01/95(a)          $ 400         $400
 SC Spartanburg County School District,                                  
  No. 005:                                                               
                               3.900%    07/01/96               100          100
                               4.300%    07/01/98               100          100
                                                                            ----
                                                                             600
                                                                            ----
 ................................................................................
CONSTRUCTION - 0.4%                                                      
 BUILDING CONSTRUCTION                                                   
 IA Economic Development Finance Authority,                                                
  Mason City Shopping Center,                                                              
                               6.250%    12/01/96                50           51
                                                                            ----
 ................................................................................
EDUCATION - 6.1%                                                                           
 NY State Dormitory Authority,                                                             
  State University Educational Facilities,                                                 
  Series A,                                                                                
                               4.750%    05/15/98               300          302
 OH State Public Facilities Commission,                                                    
  Higher Education Facilities, Series II-A,                                                
                               5.200%    05/01/97               415          422
                                                                            ----
                                                                             724
                                                                            ----
 ................................................................................
GENERAL OBLIGATION - 53.2%                                               
 CO Adams County School District,                                        
  Series B,                                                              
                               4.200%    12/15/96               500          503
 CT State, Series B,                                                     
                               4.100%    09/15/97               500          501
 IL Cook County High School District 225,                                
  Northfield Township,                                                   
                               5.200%    12/01/97               450          461
 MN Bloomington Highway,                                                 
                               4.650%    12/01/97               500          507
 NJ Keansburg School District,                                           
                               5.800%    01/15/96                45           45
 NM Alberquerque, Series A,                                              
                               4.600%    07/01/97               500          505
</TABLE>


                                       17

<PAGE>
                     Investment Portfolio/November 30, 1995
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MUNICIPAL BONDS - CONT.                                         PAR        VALUE
- --------------------------------------------------------------------------------
<S>                                                           <C>         <C>      
GENERAL OBLIGATION - CONT.
 OH Olmstead Falls Local School District,           
                               5.000%    12/15/97(a)          $ 225       $  230
 OH Trumbull County,                                
                               4.600%    12/01/97(a)            500          508
 TX State Public Finance Authority,                 
  Series A,                                         
                               5.000%    10/01/97               500          509
 UT Washington County,                              
 St. George School District,                       
                               6.250%    09/01/97               490          510
 VA Richmond,                                       
                               5.250%    01/15/97               500          507
 WA Everett, Tax Levy,                              
 Series 1993,
                               3.800%    12/01/95                65           65
 WA State, Series R-93B,                            
                               4.200%    10/01/97               500          502
 WI Milwaukee Area Technical College                
 District, Series A,                              
                               4.300%    06/01/98               500          502
 WI State, Series 1994-B,                           
                               4.500%    05/01/97               400          403
                                                                          ------
                                                                           6,258
                                                                          ------
 ................................................................................
HEALTH - 5.0%                                       
 HOSPITALS - 4.7%
 OH Cuyahoga County, Meridia
   Health System,
                               5.450%    08/15/97               540          549
                                                                          ------

 NURSING HOMES - 0.3%                               
 MA State Industrial Finance Agency,                
  Belmont Home Care Project, Series A,              
                               7.570%    01/01/97                35           35
                                                                          ------
 ................................................................................
HOUSING - 2.0%                                      
 SINGLE-FAMILY                                      
 WY Community Development Authority,                
                               4.400%    06/01/98(b)            230          231
                                                                          ------
 ................................................................................
POLLUTION CONTROL REVENUE - 5.5%                    
 MO State Environmental Improvement and             
  Energy Resources Authority, Series A,             
                               5.400%    07/01/97               530          542
 OH Air Quality Development Authority,              
                               4.250%    08/01/96               100          100
                                                                          ------
                                                                             642
                                                                          ------
</TABLE>


                                       18

<PAGE>
                     Investment Portfolio/November 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                          <C>          <C>
PUBLIC FACILITIES IMPROVEMENT - 0.5%
 LA State Correctional Facilities                                                          
  Corporation Lease, Series 1993,                                                          
                               4.100%    12/15/95            $   60      $    60
                                                                         -------
 ................................................................................
TRANSPORTATION, COMMUNICATION, ELECTRIC, GAS & SANITARY
 SERVICES - 22.3%
 WATER TRANSPORTATION - 4.2%                                                               
 AK Anchorage Port & Terminal Facility,                                                    
                               4.300%    02/01/98(b)            500          500
                                                                         -------

 TRANSPORTATION - 4.4%                              
 NJ State Transportation Trust Fund                 
  Authority, Series B,                              
                               5.000%    06/15/98               500          512
                                                                         -------
  
 WATER & SEWER - 13.7%                              
 OH Clyde Waterworks,                               
                               5.600%    05/01/97               580          593
 OH Hamilton County Sewer System,                   
   Series A,                                        
                               4.100%    12/01/97               500          504
 TX Water Development Board,                        
  Senior Lien,                                      
                               4.900%    07/15/97               500          510
                                                                         -------
                                                                           1,607
                                                                         -------

TOTAL MUNICIPAL BONDS (cost of $11,648)(c)                                11,769
                                                                         -------

SHORT-TERM OBLIGATIONS - 4.3%
- --------------------------------------------------------------------------------
VARIABLE RATE DEMAND NOTES (d)
 IL Health Facilities Authority,                    
  Central Dupage Hospital,                          
                               4.100%    11/01/20               300          300
 WY Green River,                                    
                               3.900%    06/01/07               200          200
                                                                         -------
                                                         
TOTAL SHORT-TERM OBLIGATONS                                                  500
                                                                         -------

OTHER ASSETS & LIABILITIES, NET - (4.4)%                                    (513)
- --------------------------------------------------------------------------------

NET ASSETS - 100%                                                        $11,756
                                                                         -------
</TABLE>

NOTES TO INVESTMENT PORTFOLIO :
- --------------------------------------------------------------------------------
(a) These securities, or a portion thereof, with a total market value of
    $937, are being used to collateralize delayed delivery purchases indicated
    in note (b) below.

                                       19

<PAGE>
                     Investment Portfolio/November 30, 1995
- --------------------------------------------------------------------------------

NOTES TO INVESTMENT PORTFOLIO - CONT. :
- --------------------------------------------------------------------------------
(b) These securities have been purchased on a delayed delivery basis for
    settlement at a future date beyond the customary settlement time.
(c) Cost for federal income tax purposes is the same.
(d) Variable rate demand notes are considered short-term obligations. Interest
    rates change periodically on specified dates. These securities are payable
    on demand and are secured by either letters of credit or other credit
    support agreements from banks. The rates listed are as of November 30, 1995.




See notes to financial statements.

                                       20


<PAGE>
                      COLONIAL SHORT-TERM TAX-EXEMPT FUND

                       STATEMENT OF ASSETS & LIABILITIES

                               NOVEMBER 30, 1995


<TABLE>
<CAPTION>
(in thousands except for per share amounts and footnote)

<S>                                           <C>                <C>
ASSETS
Investments at value (cost $11,648)                              $11,769
Short-term obligations                                               500
                                                                 -------
                                                                  12,269
Receivable for:
  Interest                                    $175
  Expense reimbursement due
    from Adviser                                 6
  Other                                         94                   275
                                              ----               -------
    Total Assets                                                  12,544

LIABILITIES
Payable for:
  Investments purchased                        732
  Distributions                                 41
  Fund shares repurchased                        1
Accrued:
  Deferred Trustees fees                         3
  Other                                         11
                                              ----
    Total Liabilities                                                788
                                                                 -------

NET ASSETS                                                       $11,756

Net asset value & redemption price per
share--Class A ($11,756/1,561)                                   $  7.53
                                                                 -------

Maximum offering price per share--Class A
($7,530/0.9900)                                                  $  7.61(a)
                                                                 -------

COMPOSITION OF NET ASSETS
Capital paid in                                                  $11,756
Undistributed net investment income                                   19
Accumulated net realized loss                                       (140)
Net unrealized appreciation                                          121
                                                                 -------
                                                                 $11,756
                                                                 =======

</TABLE>

(a) On sales of $1,000,000 or more the offering price is reduced.

See notes to financial statements.


                                       21

<PAGE>
                       COLONIAL SHORT-TERM TAX-EXEMPT FUND

                            STATEMENT OF OPERATIONS

                      FOR THE YEAR ENDED NOVEMBER 30, 1995

<TABLE>
<CAPTION>
(in thousands)
<S>                                                        <C>      <C>
INVESTMENT INCOME
Interest                                                            $511

EXPENSES
Management fee                                             $  60
Service fee                                                   12
Transfer agent                                                21
Bookkeeping fee                                               27
Trustees fee                                                   9
Custodian fee                                                  2
Audit fee                                                     10
Legal fee                                                      6
Registration fee                                              17
Reports to shareholders                                        3
Amortization of deferred
  organization expenses                                        9
Other                                                          2
                                                           -----
                                                             178
Fees and expenses waived or borne by the Adviser            (118)     60
                                                           -----    ----
       Net Investment Income                                         451

NET REALIZED & UNREALIZED GAIN (LOSS) ON PORTFOLIO
POSITIONS
Net realized loss                                           (119)
Net unrealized appreciation during the period                304
                                                           -----
      Net Gain                                                       185
                                                                    ----
Net Increase in Net Assets from Operations                          $636
                                                                    ====
</TABLE>


See notes to financial statements.


                                       22

<PAGE>
                       COLONIAL SHORT-TERM TAX-EXEMPT FUND

                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                          Year ended
(in thousands)                                                            November 30
                                                                   -------------------------
INCREASE (DECREASE) IN NET ASSETS                                    1995             1994
                                                                   --------         --------
<S>                                                                <C>              <C>
Operations:
Net investment income                                              $   451          $   375
Net realized loss                                                     (119)             (20)
Net unrealized appreciation (depreciation)                             304             (190)
                                                                   -------          -------
    Net Increase from Operations                                       636              165
Distributions:                                                                    
From net investment income - Class A                                  (465)            (372)
                                                                   -------          -------
                                                                       171             (207)
                                                                   -------          -------
Fund Share Transactions:                                                          
Receipts for shares sold - Class A                                   2,047           29,830
Value of distributions reinvested - Class A                            390              295
Cost of shares repurchased - Class A                                (4,615)          21,116)
                                                                   -------          -------
    Net Increase (Decrease) from Fund Share                                       
     Transactions                                                   (2,178)           9,009
                                                                   -------          -------
        Total Increase (Decrease)                                   (2,007)           8,802

NET ASSETS                                                                        
Beginning of period                                                 13,763            4,961
                                                                   -------          -------
End of period (including undistributed net                                        
  investment income of $19 and $24,                                               
  respectively)                                                    $11,756          $13,763
                                                                   =======          =======
NUMBER OF FUND SHARES                                                             
Sold - Class A                                                         273            3,954
Issued for distributions reinvested - Class A                           53               39
Repurchased - Class A                                                 (619)          (2,798)
                                                                   -------          -------
                                                                      (293)           1,195
                                                                   -------          -------
</TABLE>
                                                                           


See notes to financial statements.


                                       23

<PAGE>
                       COLONIAL SHORT-TERM TAX-EXEMPT FUND
                              FINANCIAL HIGHLIGHTS

Selected data for a share outstanding throughout each period are as follows:

<TABLE>
<CAPTION>
                                                                                               Period
                                                                       Year ended              ended
                                                                      November 30            November 30
                                                               -------------------------    -------------
                                                                  1995          1994           1993 (b)
                                                               ----------    -----------    -------------
<S>                                                            <C>           <C>            <C>
Net asset value -
   Beginning of period                                           $ 7.420        $ 7.530        $7.500
                                                                 -------        -------        ------
INCOME FROM INVESTMENT OPERATIONS:                                                          
Net investment income (a)                                          0.289          0.215         0.196
Net realized and                                                                            
unrealized gain (loss)                                             0.111         (0.105)        0.012
                                                                 -------        -------        ------  
   Total from Investment                                                                    
      Operations                                                   0.400          0.110         0.208
                                                                 -------        -------        ------                          
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:                                                
From net investment income                                        (0.290)        (0.220)       (0.178)
                                                                 -------        -------        ------                      
Net asset value -                                                                           
   End of period                                                 $ 7.530        $ 7.420        $7.530
                                                                 -------        -------        ------
Total return (c)(d)                                                5.47%          1.48%          2.80%(e)
                                                                 -------        -------        ------
RATIOS TO AVERAGE NET ASSETS                                                                
Expenses                                                            0.50%(f)       0.50%         0.50%(g)
Fees and expenses waived or borne                                                            
  by the Adviser                                                    0.98%(f)       0.85%         1.92%(g)
Net investment income                                               3.74%(f)       2.97%         2.85%(g)
Portfolio turnover                                                   123%            16%           22%(g)
Net assets at end                                                                           
of period (000)                                                  $11,756        $13,763        $4,961

(a) Net of fees and expenses waived or borne by the Adviser
    which amounted to                                             $0.076         $0.063        $0.132
</TABLE>

(b) The Fund commenced investment operations on February 1, 1993.
(c) Total return at net asset value assuming all distributions reinvested and 
    no initial sales charge.
(d) Had the Adviser not waived or reimbursed a portion of expenses, total
    return would have been reduced.
(e) Not annualized.
(f) The benefits derived from custody credits and directed brokerage
    arrangements had no impact. Prior year ratios are net of benefits
    received, if any.
(g) Annualized.

- -------------------------------------------------------------------------------
Federal Income Tax Information (unaudited)
All of the distributions will be treated as exempt income for federal income
tax purposes.


                                       24

<PAGE>
                          NOTES TO FINANCIAL STATEMENTS

                                NOVEMBER 30,1995

NOTE 1. ACCOUNTING POLICIES
- -------------------------------------------------------------------------------
ORGANIZATION: Colonial Intermediate Tax-Exempt Fund (CITEF) and Colonial
Short-Term Tax-Exempt Fund (CSTTEF) (the Funds), each a series of Colonial Trust
IV, are diversified portfolios of a Massachusetts business trust, registered
under the Investment Company Act of 1940, as amended, as open-end management
investment companies. The Funds may issue an unlimited number of shares. CITEF
offers Class A shares sold with a front-end sales charge and Class B shares
which are subject to an annual distribution fee and a contingent deferred sales
charge. Class B shares will convert to Class A shares when they have been
outstanding approximately eight years. CSTTEF offers Class A shares sold with a
front-end sales charge. The following significant accounting policies are
consistently followed by the Funds in the preparation of their financial
statements and conform to generally accepted accounting principles.

SECURITY VALUATION AND TRANSACTIONS: Debt securities generally are valued by a
pricing service based upon market transactions for normal, institutional-size
trading units of similar securities. When management deems it appropriate, an
over-the-counter or exchange bid quotation is used.

Futures contracts are valued based on the difference between the last sale price
and the opening price of the contract.

Short-term obligations with a maturity of 60 days or less are valued at
amortized cost.

Portfolio positions which cannot be valued as set forth above are valued at fair
value under procedures approved by the Trustees.

Security transactions are accounted for on the date the securities are
purchased, sold or mature.

Cost is determined and gains (losses) are based upon the specific identification
method for both financial statement and federal income tax purposes.

The Fund may trade securities on other than normal settlement terms. This may
increase the risk if the other party to the transaction fails to deliver and
causes the Fund to subsequently invest at less advantageous prices.

DETERMINATION OF CLASS NET ASSET VALUES AND FINANCIAL HIGHLIGHTS FOR CITEF: All
income, expenses (other than the Class B distribution fee), realized and
unrealized gains (losses) are allocated to each class proportionately on a daily
basis for purposes of determining the net asset value of each class.

Class B per share data and ratios are calculated by adjusting the expense and
net investment income per share data and ratios for the Fund for the entire
period by the distribution fee applicable to Class B shares only.

FEDERAL INCOME TAXES: Consistent with each Fund's policy to qualify as a
regulated investment company and to distribute all of its taxable income, no
federal income tax has been accrued.



                                       25

<PAGE>
                 Notes to Financial Statements/November 30, 1995
- --------------------------------------------------------------------------------
NOTE 1. ACCOUNTING POLICIES - CONT.
- --------------------------------------------------------------------------------
DEFERRED ORGANIZATION EXPENSES: CITEF and CSTTEF incurred expenses of $75,021
and $45,089, respectively, in connection with their organization, initial
registration with the Securities and Exchange Commission and with various
states, and the initial public offering of their shares. These expenses were
deferred and are being amortized on a straight-line basis over five years.

INTEREST INCOME, DEBT DISCOUNT AND PREMIUM: Interest income is recorded on the
accrual basis. Original issue discount is accreted to interest income over the
life of a security with a corresponding increase in the cost basis; market
discount is not accreted. Premium is amortized against interest income with a
corresponding decrease in the cost basis.

DISTRIBUTIONS TO SHAREHOLDERS: The Funds declare and record distributions daily
and pay monthly.

The character of income and gains to be distributed are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles. Reclassifications are made to the Funds' capital accounts to reflect
income and gains available for distribution (or available capital loss
carryovers) under income tax regulations.

NOTE 2. FEES AND COMPENSATION PAID TO AFFILIATES
- --------------------------------------------------------------------------------
MANAGEMENT FEE: Colonial Management Associates, Inc. (the Adviser) is the
investment Adviser of the Funds and furnishes accounting and other services and
office facilities for a monthly fee based on the average net assets of each Fund
as follows:

<TABLE>
<CAPTION>
                                                          Annual
                Fund                                     Fee Rate
                ----                                     --------
<S>                                                       <C>
Colonial Intermediate Tax-Exempt Fund                     0.55%
Colonial Short-Term Tax-Exempt Fund                       0.50%
</TABLE>

BOOKKEEPING FEE: The Adviser provides bookkeeping and pricing services for
$27,000 per year plus 0.035% of the Fund's average net assets over $50 million.

TRANSFER AGENT: Colonial Investors Service Center, Inc. (the Transfer Agent), an
affiliate of the Adviser, provides shareholder services for a monthly fee equal
to 0.14% annually of the Funds' average net assets and receives a reimbursement
for certain out of pocket expenses.

UNDERWRITING DISCOUNTS, SERVICE AND DISTRIBUTION FEES: Colonial Investment
Services, Inc. (the Distributor), an affiliate of the Adviser, is each Fund's
principal underwriter. During the year ended November 30, 1995, each Fund has
been advised that the Distributor retained net underwriting discounts on CITEF
and CSTTEF of $5,753 and $805, respectively, on sales of the Funds' Class A
shares and received contingent deferred sales charges (CDSC) of $46,040 on
CITEF's Class B share redemptions.



                                       26

<PAGE>
                 Notes to Financial Statements/November 30, 1995
- --------------------------------------------------------------------------------
CITEF and CSTTEF have adopted a 12b-1 plan which requires the payment of a
service fee to the Distributor equal to 0.20% and 0.10%, respectively, annually
of each Fund's net assets as of the 20th of each month. CITEF's plan also
requires the payment of a distribution fee to the Distributor equal to 0.65%
annually of the average net assets attributable to Class B shares only.

The CDSC and the fees received from the 12b-1 plan are used principally as
repayment to the Distributor for amounts paid by the Distributor to dealers who
sold such shares.

EXPENSE LIMITS: Through July 31, 1995, the Adviser agreed to reimburse CITEF for
all expenses. Effective August 1, 1995, and until further notice, the expense
limit changed to 0.40% of CITEF's average net assets. The Adviser has agreed to
waive fees and bear certain CSTTEF expenses to the extent that total expenses
exceed 0.40% annually of CSTTEF's average net assets, until further notice. Each
Fund's expense limit is exclusive of service fees, distribution fees, brokerage
commissions, interest, taxes, and extraordinary expenses, if any.

OTHER: The Funds pay no compensation to their officers, all of whom are
employees of the Adviser.

The Funds' Trustees may participate in a deferred compensation plan which may be
terminated at any time. Obligations of the plan will be paid solely out of each
Fund's assets.

NOTE 3. PORTFOLIO INFORMATION
- --------------------------------------------------------------------------------
INVESTMENT ACTIVITY: During the year ended November 30, 1995, purchases and
sales of investments, other than short-term obligations, were as follows:

<TABLE>
<CAPTION>
                                                       Purchases               Sales
<S>                                                   <C>                   <C>
Colonial Intermediate Tax-Exempt Fund                 $19,189,120           $22,538,899
                                                      -----------           -----------

Colonial Short-Term Tax-Exempt Fund                   $14,456,737           $15,477,525
                                                      -----------           -----------
</TABLE>

Unrealized appreciation (depreciation) at November 30, 1995, based on cost of
investments for both financial statement and federal income tax purposes were as
follows:

<TABLE>
<CAPTION>
                                                      Colonial                Colonial
                                                     Intermediate            Short-Term
                                                   Tax-Exempt Fund        Tax-Exempt Fund
                                                   ---------------        ---------------
<S>                                                  <C>                      <C>
Gross unrealized appreciation                        $1,226,787               $121,050
Gross unrealized depreciation                            (3,524)                  (110)
                                                     ----------               --------
Net unrealized appreciation                          $1,223,263               $120,940
                                                     ==========               ========
</TABLE>


                                       27

<PAGE>
              Notes to Financial Statements/November 30, 1995
- --------------------------------------------------------------------------------
NOTE 3. PORTFOLIO INFORMATION - CONT.
- --------------------------------------------------------------------------------
CAPITAL LOSS CARRYFORWARDS: At November 30, 1995, capital loss carryforwards
available (to the extent provided in regulations) to offset future realized
gains were approximately as follows:

Colonial Intermediate Tax-Exempt Fund:

<TABLE>
<CAPTION>
               Year of                             Capital loss
              expiration                           carryforward
              ----------                           ------------
                <S>                                  <C>
                2002                                 $151,000
                2003                                  591,000
                                                     --------
                                                     $742,000
                                                     ========
</TABLE>

Colonial Short-Term Tax-Exempt Fund:

<TABLE>
<CAPTION>
               Year of                             Capital loss
              expiration                           carryforward
              ----------                           ------------
                <S>                                  <C>
                2001                                 $  1,000
                2002                                    1,000
                2003                                  137,000
                                                     --------
                                                     $139,000
                                                     ========
</TABLE>

Expired capital loss carryforwards, if any, are recorded as a reduction of
capital paid in.

To the extent loss carryforwards are used to offset any future realized gains,
it is unlikely that such gains would be distributed since they may be taxable to
shareholders as ordinary income.

OTHER: At November 30, 1995, CSTTEF had greater than 10% of its net assets
invested in Ohio.

There are certain risks arising from geographic concentration in any state.
Certain revenue or tax related events in a state may impair the ability of
certain issuers of municipal securities to pay principal and interest on their
obligations.

The Funds may focus their investments in certain industries, subjecting them to
greater risk than a fund that is more diversified.

CITEF sells municipal and Treasury bond futures contracts to manage overall
portfolio interest rate exposure and not for trading purposes. The use of
futures contracts involves certain risks, which include (1) imperfect
correlation between the price movement of the contracts and the underlying
securities, (2) inability to close out positions due to different trading hours,
or the temporary absence of a liquid market, for either the contract or the
underlying securities, or (3) an inaccurate prediction by the Adviser of the
future direction of interest rates. Any of these risks may involve amounts
exceeding the variation margin recorded in CITEF's Statement of Assets and
Liabilities at any given time.

NOTE 4. OTHER RELATED PARTY TRANSACTIONS
- --------------------------------------------------------------------------------
At November 30, 1995, CSTTEF had three shareholders who owned greater than 5% of
the Fund's shares outstanding.


                                       28


<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS


T0 THE TRUSTEES OF COLONIAL TRUST IV AND THE SHAREHOLDERS OF
   COLONIAL INTERMEDIATE TAX-EXEMPT FUND AND COLONIAL SHORT-TERM
   TAX-EXEMPT FUND

In our opinion, the accompanying statements of assets and liabilities, including
the investment portfolios, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Colonial Intermediate Tax-Exempt
Fund and Colonial Short-Term Tax-Exempt Fund (each a series of Colonial Trust
IV) at November 30, 1995, the results of their operations, the changes in their
net assets and the financial highlights for the periods indicated in conformity
with generally accepted accounting principles. These financial statements and
the financial highlights (hereafter referred to as "financial statements") are
the responsibility of the Funds' management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of portfolio positions at November 30, 1995
by correspondence with the custodian and brokers, and the application of
alternative auditing procedures where confirmations from brokers were not
received, provide a reasonable basis for the opinion expressed above.


PRICE WATERHOUSE LLP
- --------------------
PRICE WATERHOUSE LLP
Boston, Massachusetts
January 12, 1996


                        COLONIAL TRUST IV
                      Cross Reference Sheet
                    Colonial Tax-Exempt Fund
                    -------------------------
                                
                             Location or Caption in Statement
Item Number of Form N-1A     of Additional Information
                             
Part B                       
                             
    10.                      Cover Page
    11.                      Table of Contents
    12.                      Not Applicable
    13.                      Investment Objective and
                             Policies; Fundamental Investment
                             Policies; Other Investment
                             Policies; Miscellaneous
                             Investment Practices; Portfolio
                             Turnover
    14.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    15.                      Fund Charges and Expenses
    16.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    17.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    18.                      Shareholder Meetings
    19.                      How to Buy Shares; Determination
                             of Net Asset Value; Suspension of
                             Redemptions; Special Purchase
                             Programs/Investor Services;
                             Programs for Reducing or
                             Eliminating Sales Charge; How to
                             Sell Shares; How to Exchange
                             Shares
    20.                      Taxes
    21.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    22.                      Fund Charges and Expenses;
                             Investment Performance;
                             Performance Measures
    23.                      Independent Accountants

                                     COLONIAL TAX-EXEMPT FUND
                                Statement of Additional Information
   
                                         March 29, 1996
    

   
This Statement of Additional Information (SAI) contains information which may be
useful to  investors  but which is not  included in the  Prospectus  of Colonial
Tax-Exempt  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 March 29,  1996.  This 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
      Fundamental Investment Policies
      Investment Objectives and Policies
      Other Investment Policies
      Portfolio Turnover
      Fund Charges and Expenses
      Investment Performance
      Custodian
      Independent Accountants
    

      Part 2

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

   
TE-XX-0396
    

                                        PART I
                                 COLONIAL TAX-EXEMPT FUND
                            Statement of Additional Information
   
                                     March 29, 1996
    

DEFINITIONS

   
    "Trust"        Colonial Trust IV
    "Fund"         Colonial Tax-Exempt 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
                     shareholder services and transfer agent
    


INVESTMENT OBJECTIVES AND POLICIES
   
The Fund's Prospectus describes its investment objective and 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
             High Yield Bonds
             Forward Commitments
             Repurchase Agreements
             Options on Securities
             Futures Contracts and Related Options
    

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

FUNDAMENTAL INVESTMENT POLICIES
The Investment  Company Act of 1940 (Act) provides that a "vote of a majority of
the outstanding  voting  securities" means the affirmative vote of the lesser of
(1) more than 50% of the  outstanding  shares of the Fund, or (2) 67% or more of
the shares present at a meeting if more than 50% of the  outstanding  shares are
represented  at the  meeting in person or by proxy.  The  following  fundamental
investment policies can not 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,
     the Fund  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 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;
7.   Not concentrate  more than 25% of its total assets in any one industry or,
     with  respect to 75% of net  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 purchase,  the Fund would own more than 10%
     of the outstanding voting shares of such issuer; and
8.   Will, under normal circumstances, invest at least 80% of its total assets
     in tax-exempt securities.
    

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 Trust  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 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 is  otherwise  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 (for the fiscal years ended November 30)

   
          1995        1994
          ----        ----
          41%         56%
    

FUND CHARGES AND EXPENSES
   
Under the Fund's management agreement,  the Trust pays the Adviser a monthly fee
based on the  average  daily net  assets  allocated  among  the  Fund,  Colonial
Tax-Exempt  Insured Fund and Colonial High Yield Municipal Fund at the following
annual rates:
    

   
                First $1 billion                 0.60%
                Next $2 billion                  0.55%
                Next $1 billion                  0.50%
                Excess over $4 billion           0.45%
    

   
Effective July 1, 1995, the management fee applicable to the Fund was reduced by
0.05%  annually on the average  daily net assets of the Fund  between $2 billion
and $3 billion.
    

   
In addition,  a further  reduction to the  management fee applicable to the Fund
will be based on the following schedule:
    

   
                Effective Date               Cumulative Annualized Reduction
                January 1, 1996                           0.01%
                April 1, 1996                             0.02%
                July 1, 1996                              0.03%
                October 1, 1996                           0.04%
    

   
Recent  Fees paid to the  Adviser,  CISI and CISC (for the  fiscal  years  ended
November 30) (in thousands)
    

   
                                                 1995         1994        1993
    Management fee                             $19,170      $20,098     $19,169
    Bookkeeping fee                               $765         $766        $764
    Shareholder service and transfer agent fee  $5,668       $5,864      $5,521
    12b-1 fees:
      Service fee                               $8,770       $9,151      $8,688
      Distribution fee (Class B)                $3,436       $3,540      $2,143
    

   
Brokerage Commissions (for the fiscal years ended November 30) (in thousands)
    

   
                                             1995    1994     1993
                                             ----    ----     ----
      Total Commissions (a)                  $73      $37      $0
      Directed transactions                    0        0       0
      Commissions on directed transactions     0        0       0
    

   
(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  November  30,  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 The    Retirement Benefits   Estimated Annual    The Trustees For The
                             Fiscal Year Ended    Accrued As Part Of    Benefits Upon       Calendar Year Ended
Trustee                      November 30, 1995    Fund Expense          Retirement          December 31, 1995(b)
- -------                      -----------------    ------------          ----------          --------------------
<S>                          <C>                  <C>                   <C>                 <C>
Robert J. Birnbaum (g)       $10,909              -----                 -----               $  71,250
Tom Bleasdale                $16,905 (c)          -----                 -----               $  98,000 (d)
Lora S. Collins              $15,710              -----                 -----               $  91,000
James E. Grinnell (g)        $10,910                                                        $  71,250
William D. Ireland, Jr.      $19,458              -----                 -----               $ 113,000
Richard W. Lowry (g)         $10,906                                                        $  71,250
William E. Mayer             $15,710              -----                 -----               $  91,000
John A. McNeice, Jr.         $     0              -----                 -----               $       0
James L. Moody, Jr.          $17,589 (e)          -----                 -----               $  94,500 (f)
John J. Neuhauser            $15,712              -----                 -----               $  91,000
George L. Shinn              $17,775              -----                 -----               $ 102,500
Robert L. Sullivan           $17,419              -----                 -----               $ 101,000
Sinclair Weeks, Jr.          $19,286              -----                 -----               $ 112,000
    
</TABLE>

   
(b)   At December 31, 1995, the Colonial Funds complex consisted of 33 open-end
      and 5 closed-end management investment company portfolios.
(c)   Includes $8,417 payable in later years as deferred compensation.
(d)   Includes $49,000 payable in later years as deferred compensation.
(e)   Includes $13,921 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.
(g)   Elected as a Trustee of the Colonial Funds complex on April 21, 1995.
    

   
The  following  table  sets  forth the  amount of  compensation  paid to Messrs.
Birnbaum, Grinnell and Lowry in their capacities as Trustees or Directors of the
Liberty  All-Star Equity Fund and 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 (h):
    

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

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

   
(h)   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 Colonial  Trust
      III. Prior to their election as Trustees of the Colonial  Funds,  Messrs.
      Birnbaum, Grinnell and Lowry served as Trustees of Liberty Funds II; they
      continue to serve as Trustees or Directors of Liberty Funds I.
(i)   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).
(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  February 29, 1996, the officers and Trustees of the Trust as a group owned
less than 1% of the outstanding shares of the Fund.
    

   
At March 18, 1996, Merrill Lynch, Pierce, Fenner & Smith, Inc., Attn: Book
Entry, Mutual Funds Operations, 4800 Deer Lake Dr. E. 3rd FL, Jacksonville, FL
32216, owned 6.49% of the Fund's outstanding Class B shares.
    

   
At  February  29,  1996,  there  were  80,197  Class  A  and  13,139  Class  B
recordholders of the Fund.
    

Sales Charges (for the fiscal years ended November 30) (in thousands)

   
                                                             Class A Shares
                                                       1995      1994     1993
 Aggregate initial sales charges on Fund share sales  $2,093   $6,172   $16,294
 Initial sales charges retained by CISI                 $243     $468    $2,021
    

   
                                                         Class B Shares
                                                   1995      1994      1993
  Aggregate contingent deferred sales charges
   (CDSC) on Fund redemptions retained by CISI    $1,472    $1,272     $338
    

12b-1 Plans, CDSCs and Conversion of Shares
   
The Fund offers two classes of shares - Class A and Class B. The Fund may in the
future offer other classes of shares.  The Trustees  have  approved  12b-1 Plans
pursuant  to Rule 12b-1  under the Act.  Under the  Plans,  the Fund pays CISI a
service fee at an annual rate of 0.25% of average net assets  attributed to each
Class of shares and a distribution fee at an annual rate of 0.75% of average net
assets attributed to 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 the amount 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 indirect financing of the distribution of Fund shares.
    

The Trustees  believe the Plans could be a significant  factor in the growth and
retention of Fund assets  resulting  in a more  advantageous  expense  ratio and
increased  investment  flexibility  which  could  benefit  each  class  of  Fund
shareholders.  The 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 Trust 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 after  purchase.  The CDSCs are
described in the Prospectus.
    

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

   
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  (for the  fiscal  year  ended  November  30,  1995) (in
thousands) of CISI relating to the Fund were:
    

                                              Class A Shares    Class B Shares
   
Fees to FSFs                                      $7,565           $1,979
Cost of sales material relating to the Fund
  (including printing and mailing expenses)       $ 302            $   69
Allocated travel, entertainment and other
  promotional expenses(including advertising)     $ 651            $  145
    

INVESTMENT PERFORMANCE

   
The Fund's yields for the month ended November 30, 1995, were:
    

                                                        Tax-equivalent
                                          Yield             Yield

   
Class A Shares                            4.97%              8.23%
Class B Shares                            4.47%              7.40%
    

   
The Fund's average annual total returns at November 30, 1995, were:
    

                                               Class A Shares
                               1 year             5 years          10 years
                               ------             -------          --------
   
With sales charge of 4.75%     13.68%              6.90%             7.67%
Without sales charge           19.35%              7.94%             8.20%
    

                                               Class B Shares
   
                                                                May 5, 1992
                                                             (commencement of
                                                          investment operations)
                                 1 year                     November 30, 1995
                                 ------                     ------------------
With applicable CDSC             13.47%(5.00% CDSC)          5.85% (3.00% CDSC)
Without CDSC                     18.47%                      6.57%
    

   
The Fund's Class A and Class B distribution rates at November 30, 1995, based on
the most recent month's distribution, annualized, and the maximum offering price
at the end of the month, were 5.32% and 4.85%, respectively.
    

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

CUSTODIAN
   
UMB, n.a. 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 have been so  incorporated,  and the schedule of 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 56 of the November 30, 1995 Annual Report are incorporated in 
this SAI by reference.
    


<PAGE>
                              INVESTMENT PORTFOLIO
                        NOVEMBER 30, 1995 (IN THOUSANDS)
<TABLE>
<CAPTION>
MUNICIPAL BONDS - 98.2%                                             PAR            VALUE  
- ----------------------------------------------------------------------------------------
<S>                                                             <C>              <C>
CERTIFICATES OF PARTICIPATION - 0.8%
 AZ Apache County School District
  Number 010 Round Valley
  Project of 1987, Series 1990-C:
    9.875% 07/01/05                                             $ 1,500          $ 1,676
    10.800% 07/01/96                                                800              822
    10.800% 07/01/97                                                800              858
    10.800% 07/01/98                                              1,000            1,114
    10.800% 07/01/99                                              1,000            1,084
 AZ Maricopa County School District,
  Number 028 Kyrene Elementary,
  Series 1993 C:
    (a)    07/01/07                                               4,000            2,235
    (a)    07/01/08                                               4,000            2,100
    (a)    01/01/09                                               2,000            1,015
    (a)    01/01/10                                               2,000              952
    (a)    01/01/11                                               6,000            2,670
 MA Health and Educational Facilities,
  Independent Living Bonds,
    Series 1993-A,
    8.100% 07/01/18                                               1,295            1,314
 SC Charleston County:
    6.000% 12/01/07(b)                                            3,110            3,335
    6.000% 12/01/08(b)                                            3,295            3,509
    6.000% 12/01/09(b)                                            3,495            3,692
    6.000% 12/01/10(b)                                            3,710            3,886 
                                                                                 -------
                                                                                  30,262 
                                                                                 -------

 ........................................................................................
EDUCATION - 5.9%
 FL State Board of Education,
  Series 1993 D,
    5.125% 06/01/22                                              14,500           13,721
 IL Chicago Board Education:
   Series 1992-A:
    6.000% 01/01/20(c)                                            4,000            4,215
    6.250% 01/01/15(c)                                            4,400            4,791
 IL State Educational Facilities Authority,       
  Northwestern University,
    5.375% 12/01/21                                               6,500            6,354
 IN Purdue University,
  Student Fee,
  Series B,
    6.700% 07/01/15                                               1,100            1,225
</TABLE>

                                       6

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
 <S>                                                             <C>              <C>
 IN Indiana University,
  Student Fee,
    7.000% 08/01/09                                              $ 2,680          $ 2,982
 LA State Public Facilities Authority,
  Tulane University,
    6.625% 11/15/21                                                1,545            1,667
 MA Health and Educational Facilities Authority:
   Amherst College,
    Series E,
    6.750% 11/01/15                                                1,000            1,088
   Berklee College of Music,
    Series C,
    6.875% 10/01/21                                                4,380            4,807
 MA State College Building Authority Project,
    Series A,
    7.500% 05/01/11                                                1,500            1,849
 NY State Dormitory Authority:
  City University System:
     Series 1990-C:
    7.000% 07/01/14                                                2,050            2,276
    7.500% 07/01/10                                               13,000           15,519
     Series 1993-A,
    5.750% 07/01/13                                                5,000            5,006
     Series A,
    5.625% 07/01/16(b)                                             5,500            5,417
  Cornell University,
    6.875% 07/01/14                                                1,355            1,398
  Court Facilities Lease, City of New York:
   Series C,
    5.400% 05/15/23                                               16,000           15,020
   Series F,
    5.000% 07/01/14                                                4,700            4,265
  State University Educational
  Facilities,  Series 1993-B:
    5.250% 05/15/19                                               12,230           11,404
    5.750% 05/15/24                                                7,000            6,912
  State University of New York:
   Series 1990-A,
    7.500% 05/15/13                                                8,000            9,580
   Series 1990-B,
    7.000% 05/15/16                                                1,000            1,074
   Series 1993-A:
    5.500% 05/15/08                                                6,000            6,000
    5.500% 05/15/13                                               33,805           33,044
    5.875% 05/15/17                                               33,240           33,988
  Upstate Community Colleges, Series
  1994-A,
    5.625% 07/01/14                                               11,500           11,256
</TABLE>


                                       7

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                      PAR            VALUE  
- ---------------------------------------------------------------------------------
<S>                                                      <C>              <C>
EDUCATION - CONT.
 TX Texas Southern University,
  Series A,
   5.000% 08/01/13                                       $ 5,000         $  4,775 
                                                                         --------
                                                                          209,633 
                                                                         --------

 .................................................................................
FINANCE/INSURANCE/REAL ESTATE - 0.1%
 REAL ESTATE
 MD Baltimore,
  Economic Development,
  Park Charles Project, Series 1986,
   8.000% 01/01/10                                        1,695            1,820 
                                                                         --------

 .................................................................................
GENERAL OBLIGATION - 5.3%
 CA San Jose Redevelopment Agency,
   5.000% 08/01/21                                       30,000           27,975
 FL State Board of Education,
  Series 1993 D,
   5.200% 06/01/23                                       10,140            9,696
 GA De Kalb County,
   5.250% 01/01/20                                        5,000            4,900
 IL Chicago Public Commerce Building,
  Series 1990 A,
   7.125% 01/01/15                                        4,010            4,461
 MA State Bonds,
 Consolidated Loan:
   Series 1989 C,
   7.000% 06/01/04                                         6,500            7,207
   Series 1991 B,
    (a)   06/01/07                                         5,500            3,135
   Series 1991 C:
    6.750% 08/01/09                                        3,865            4,228
    7.000% 08/01/12                                        2,000            2,290
 MA Holyoke,
  School Project Loan,
   7.650% 08/01/09                                         1,250            1,367
 MA Lawrence,
   4.750% 02/15/14                                         6,250            5,641
 MA City of Lowell:
   8.000% 01/15/00                                         1,385            1,555
   8.400% 01/15/09                                         1,000            1,167
 MI Brighton Area School District,
  General Obligation Bonds,
  Series 1992-II,
   (a)   05/01/16                                          8,695            2,793
</TABLE>


                                       8

<PAGE>

                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
 <S>                                                      <C>              <C>
 MI City of Detroit:
  Series 1990-A,
   8.700% 04/01/10                                        $10,000          $11,875
  Series 1990-B,                                         
   8.250% 04/01/10                                          5,000            5,444
 NV State,                                               
  Colorado River Commission,                             
   6.600% 10/01/16                                         5,000            5,387
 NY New York City, General Obligation,                                       
  Series 1991-D:                                         
   8.000% 08/01/16                                             60               70
   8.000% 08/01/18                                             75               87
 NY State,                                               
  Series E,                                              
   5.500% 02/15/08                                         10,000            9,638
 NY State Various Purpose,                               
   3.000% 03/15/01                                            405              369
 PA Westmoreland County Municipal                  
  Authority, Municipal Services, Series
  1993-C:
   (a)   08/15/15                                           8,380            2,776
   (a)   08/15/16                                          10,880            3,359
 TN Metropolitan Government Nashville         
  & Davidson County,                          
   6.150% 05/15/25                                         17,220           17,844
 TN Shelby County School, General Obligation                     
  School Series 1992-A:                              
   (a)   05/01/10                                           7,065            3,135
   (a)   05/01/13                                           2,500              900
 TN Shelby County, Public Improvement,
  Series 1992-A:
   (a)   05/01/12                                          15,130            5,844
   (a)   05/01/13                                           5,000            1,800
 TX Hurst Euless Bedford              
  Independent School District,
   6.500% 08/15/24                                         20,000           21,250
 TX Ysleta Independent School District,
  Series 1993,
   (a)   08/15/12                                           6,240            2,519
 VA Fairfax County Economic Development,
  Ogden Martin Systems,
  Series 1987 A,
   7.750% 02/01/11                                          1,000            1,103
 VT State Student Assistance Financing
  Program, Series B,
   6.700% 12/15/12                                          2,000            2,138
</TABLE>

                                       9

<PAGE>
                     Investment Portfolio/November 30,1995
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                        PAR            VALUE  
- -----------------------------------------------------------------------------------
<S>                                                        <C>             <C>
GENERAL OBLIGATION - CONT.
 WA State:
    Series A,
    6.250% 02/01/11                                        $ 6,400         $  6,960
    Series B,
    5.500% 05/01/18                                         12,130           12,160 
                                                                           --------
                                                                            191,073 
                                                                           --------

 ...................................................................................
HEALTH - 14.2%
 HOSPITALS - 7.9%
 AL Alabama Special Care Facilities Authority,
  Montgomery Healthcare,
  Series 1989,
    11.000% 00/01/19                                        15,760           15,524
 CT State Health & Educational
  Facilities Authority, New Britain
  Hospital, Series 1991 A,
    7.750% 07/01/22                                            905              974
 DE State Economic Development,
  Riverside Hospital Series 1992 A,
    9.500% 01/01/22                                          1,165            1,341
 FL Lee County Hospital Board,
    6.350% 03/26/20                                         12,500           13,078
 FL St. Petersburg Health Facilities
  Authority, Allegany Health System,
  St. Joseph's Hospital, Inc., Series 1985-A,
    7.000% 12/01/15                                          2,000           2,252
 GA Clayton Hospital Authority,
  The Woodlands Foundation Inc.,
  Series 1991 A,
    9.750% 05/01/21                                          6,680           5,678
 IL Health Facilities Authority:
  Edgewater Medical Center,
   Series A,
    9.250% 07/01/24                                          8,435           8,899
  Edward Hospital Association Project:
   Series 1992,
    7.000% 02/15/22                                          1,000           1,073
   RIB (variable rate),
    Series 1992 B,
    9.467% 05/01/21                                          4,800           5,550
 IL Naperville Economic Development,
  Series 81,
    13.000% 08/01/08                                         5,658           6,047
 IL State Health Facilities Authority,
  Mercy Center for Health Services,
    6.650% 10/01/22                                          1,350           1,360
</TABLE>

                                       10

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
 <S>                                                       <C>              <C>
 LA Louisiana Public Facilities Authority,
  RIB, (variable rate),
    6.250% 11/28/14                                        $26,000          $26,910
 MA Health and Educational Facilities,
  Lowell General Hospital,
  Series 1991-A,
    8.400% 06/01/11                                          2,500            2,809
 MI State Hospital Finance Authority,
  Central Michigan Community Hospital,
   Series 1993-A,
    6.000% 10/01/08                                          1,500            1,539
 MO Hannibal Industrial Development,
  Medical Systems of Northeast Missouri,
   Series 1992,
    9.500% 03/01/22                                          4,250            4,967
 MS Hospital Equipment & Facilities
  Authority, Pooled Loan Program,
    7.500% 08/01/16                                         18,900           19,987
 MT State Health Facility Authority,
  Hospital Facilities, Series 1994,
    6.345% 02/15/25                                          6,000            5,445
 NC Lincoln County, Lincoln County Hospital,
    9.000% 05/01/07                                            530              664
 NJ Health Care Facilities Financing
  Authority, Raritan Bay Medical Center,
    7.250% 07/01/14                                          4,000            4,050
 NM Grant County Hospital Facility,
  Gila Regional Medical Center,
  Series 1986,
    10.000% 02/01/12                                         2,185            2,304
 NV Reno Hospital, St. Mary's Regional
  Medical Center, Series 1991-A,
    6.700% 07/01/21                                          1,700            1,840
 NY State Medical Care Facilities
  Finance Agency, Presbyterian
  Hospital, Series 1994-A,
    5.375% 02/15/25                                         10,000            9,587
 OK Oklahoma City Industrial and Cultural
  Facilities Trust, Hillcrest Health Center,
    6.400% 08/01/14                                          4,320            4,498
 PA Erie's County Hospital Authority,
  Metro Health Center, Series 1992
    7.375% 07/01/22                                          5,000            5,063
 PA Philadelphia Hospital & Higher
  Educational Facilities Authority,
  Chestnut Hill Hospital,
    6.500% 11/15/22                                          2,000            2,067
</TABLE>

                                       11

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                           <C>             <C>
HEALTH - CONT.
 HOSPITALS - CONT.
 PA Westmoreland County Redevelopment
  Authority, First Mortgage, Harmon
  House, Series A,
    (a)   08/15/28                                            $  37,300       $    3,124
 TN Chattanooga Health Education
  and Housing Facilities Board,
  North Park Hospital Project, Series 1993,
    8.500% 02/01/23                                              42,795           44,346
 TN Metropolitan Government, Nashville
  and Davidson Counties:
  Meharry Medical College,
    6.875% 12/01/24                                              29,750           32,985
   Volunteer Healthcare Systems,
    Series 1988-A,
    10.750% 06/01/18(d)                                          18,880            4,154
 TX Harris County Health Facilities
  Development Corp.,
  Hermann Hospital Project,
    6.375% 10/01/24                                              18,000           19,035
 TX Tarrant County, Health Facilities
  Development Corporation,
    10.125% 04/01/21                                              9,200            6,900
 VA Dickenson County Industrial,
  Development, Volunteer Healthcare
  Systems Inc., Series 1988 A,
    10.750% 06/01/18(d)                                           2,500              550
 VA Norfolk Industrial Development
  Authority,
  Sentara Hospital, Series A,
    6.500% 11/01/13                                               2,500            2,722
 VA Southampton County Industrial
  Authority, Medical Facility of
  America XLIII Project, Series 1986,
    8.375% 12/15/26                                               3,035            3,183
 VT Educational and Health Buildings
  Financing Agency, Springfield Hospital,
    7.750% 01/01/13                                               2,020            2,106
 WA Washington State Health Care
  Facility, Grays Harbor Community
  Hospital, Series 1993:
    7.200% 07/01/03                                               1,185            1,274
    8.025% 07/01/20                                               6,380            6,930
 WI State Health and Educational
  Facilities Authority, St. Luke's
  Medical Center Project, Series 1991,
    7.100% 08/15/19                                               2,550            2,818 
                                                                                --------
                                                                                 283,633
                                                                                --------
</TABLE>


                                       12

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................

<TABLE>
<S>                                                              <C>              <C>
 HUMAN SERVICES PROVIDERS - 1.4%
 AZ Tucson Industrial Development
  Authority, Villa Maria Care Center,
    10.125% 11/01/21                                             $   635          $   595
 CA San Diego Industrial Development,
 Carmel Mountain Healthcare Center,
    8.750% 12/01/16                                                5,500            5,940
 CO Health Facility,
  American Housing Foundation I,
  Series 1990,
    10.250% 12/01/20                                               2,500            2,803
 CT State Development Authority,
  Waterbury Health Care Center,
  Series 1984,
    13.500% 11/01/14                                               1,965            2,004
 DE State Economic Development Healthcare
  Facility,
    10.000% 03/01/21                                               7,245            8,522
 DE Sussex County, Healthcare Facility,
  Delaware Health Corporation, Series
  1994-A,
    7.600% 01/01/24                                               14,230           13,910
 IL Champaign First Mortgage,
  Hoosier Care Inc., Series 1989-A,
    9.750% 08/01/19                                                1,485            1,594
 IN Wabash First Mortgage, Hoosier
  Care, Inc., Series 1989-A,
    9.750% 08/01/19                                                5,900            6,335
 TN Shelby County, Health, Education,
  and Housing Facilities Board, Open Arms
  Development Center:
   Series 1992-A
    9.750% 08/01/19                                                4,295            5,025
   Series 1992-C
    9.750% 08/01/19                                                4,290            5,019 
                                                                                  -------
                                                                                   51,747
                                                                                  -------
 NURSING HOMES - 4.9%
 FL Collier County Industrial
  Development Authority, Beverly
  Enterprises, Series 1991,
    10.750% 03/01/03                                               1,120            1,317
 FL Flagler County Industrial,
  Redevelopment Authority,
  South Florida Properties, Series 1988,
    10.500% 12/01/18                                               8,925            8,981
</TABLE>                          

                                       13

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                              <C>              <C>
HEALTH - CONT.
 FL Gadsden County Industrial Development,
  Florida Housing Properties, Inc.,
  Series 1988-A,
    10.450% 10/01/18                                             $ 6,135          $ 6,366
 FL Palm Beach County:
  Hillcrest Manor Project,
    10.250% 12/01/16                                               3,190            3,339
  Beverly Enterprises, Series 1984-1,
    10.000% 06/01/11                                               2,735            3,087
 FL Volusia County Industrial
  Development Authority, Beverly
  Enterprises, Series 1987,
    9.800% 12/01/07                                                  915              963
 IA Finance Authority Healthcare Facility,
  Mercy Health Initiatives, Series 1989,
    9.950% 07/01/19                                                7,600            7,752
 IA Marion,
  Kentucky Iowa Corporation Project,
  Series 1990,
    10.250% 01/01/20                                               1,000            1,050
 IN Gary Industrial Economic Development,
  West Side Health Care Center,
  Series 1987 A,
    11.500% 10/01/17                                               1,985            1,886
 KS Washington County Industrial
  Development Authority, Central
  States, Series 1989,
    10.250% 11/01/19                                               3,440            3,337
 MA Boston,
  St. Joseph Nursing Care Center, Inc.,
    10.000% 01/01/20 (e)                                             315              349
 MA State Industrial Finance Agency:
  American Health Foundation Inc.,
   Series 1989,
    10.125% 03/01/19                                               3,250            3,437
  Belmont Home Care Project,
   Series A:
    7.970% 01/01/99                                                  290              297
    9.270% 01/01/25                                               10,405           11,029
  GF/Massachusetts Inc.,
   Series 1994,
    8.300% 07/01/23                                               13,000           12,821
  Mary Ann Morse Nursing Home,
   Series 1991 I,
    10.000% 01/01/21                                               1,715            2,184
  Seacoast Nursing Home,
   Series 1991,
    9.625% 12/01/21                                                4,945            5,477
</TABLE>

                                       14

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
 <S>                                                             <C>              <C>
 MO St. Charles County Industrial
  Development Authority, Health Care
  Properties of St. Charles County, Ltd.,
   8.700% 06/01/11 (f)                                           $ 2,680          $ 2,700
 MO St. Louis County Industrial Development,
  Authority, Cardinal Carberry
  Health, Series 1991,
   7.125% 03/20/23                                                 2,000            2,190
 NM Albuquerque Industrial Development
  Authority, Manor Nursing Home,
   12.000% 05/15/14                                                3,203            3,796
 OH Alliance First Mortgage Medical
  Facility, McCrea Nursing Center,
   10.125% 02/01/13                                                2,410            2,517
 OH Ashtabula County,
  Village Square Nursing Center, Inc.,
   12.000% 12/01/15                                                1,275            1,325
 OH Franklin County, 
  Columbus West Health Care Co.,
  Series 1986,
   10.000% 09/01/16                                                3,015            2,864
 OH Lucas County,
  Villa North Nursing Home,
  Series 1988-B,
   10.500% 06/01/18                                                2,995            2,935
 OH Montgomery County,
  Grafton Oaks Project,
  Series 1986,
   9.750% 12/01/16                                                   695              660
 OH Perry County, New
  Lexington Health,
   9.875% 09/01/10                                                 2,545            2,644
 OH Trumbull County, Horizon Healthcare,
   12.000% 12/01/15                                                2,215            2,302
 OH Washington County Industrial
  Development, Marie Antoinette Care
  Center, Series 1983,
   6.867% 12/01/13                                                 5,370            4,900
 PA Cambria County Industrial Development,
  Beverly Enterprises,
   10.000% 06/18/12                                                2,000            2,507
 PA Chester County Industrial Development,
  Pennsylvania Nursing Home, Inc.,
  Series 1989,
   10.125% 05/01/19                                               10,730           11,159
 PA Delaware County Authority,
  Main Line and Haverford Nursing,
  Series 1992,
   9.000% 08/01/22                                                 9,420           10,209
</TABLE>


                                       15

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                              <C>              <C>
HEALTH - CONT.
 NURSING HOMES - CONT.
 PA Lackawanna County Industrial Authority,
  Greenridge Nursing Center, Inc.,
     10.500% 12/01/10                                            $ 1,950          $ 2,072
 PA Luzerna County Industrial
  Development Authority:
    Beverly Enterprises,
     Pennsylvania, Series 1983,
     10.125% 11/01/08                                                870              978
    First Mortgage, Millville Nursing Center,
     10.500% 12/01/12                                              3,870            3,676
 PA Montgomery County Higher Education
  and Health Authority, AHF/Roslyn-
  Hatboro, Incorporated Project,
     9.000% 11/15/22                                              12,465           12,948
 PA Philadelphia Authority For
  Industrial Development:
   The Care Pavilion, Series 1988,
     10.250% 02/01/18                                              5,950            6,137
   Nursing Home,
    Series 1988,
     10.250% 11/01/18                                              9,460            9,834
 PA Warren County Housing Finance
  Corporation, Allegheny Manor,
     7.500% 02/01/21                                               1,423            1,482
 PA Washington County Industrial
  Development Authority, Central
  States, Series 1989,
     10.250% 11/01/19                                              3,440            3,337
 PA Wilkins Area Industrial Development
  Authority, Oakmont Nursing Center,
  Series 1984,
     10.000% 07/01/11                                              1,150            1,318
 SC Charleston County,
  Driftwood Health Care Center, Series 1984,
     12.500% 12/01/14                                              1,410            1,445
 TN Metropolitan Government, Nashville
  and Davidson Counties Health and
  Education Facilities, Central States, Series 1989
     10.250% 11/01/19                                                770              747
 TN Sullivan County, Health, Education,
  and Housing Facilities Board,
     10.250% 04/01/15                                              2,820            3,091
</TABLE>

                                       16

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<S>                                                              <C>             <C>
 TN Sumner County, Health, Education,
  and Housing Facilities Board, Gallatin
  Health Care, Series 1986:
    9.750% 12/01/03                                              $   160         $    136
    9.750% 12/01/04                                                  175              149
    9.750% 12/01/05                                                  225              191
    9.750% 12/01/06                                                  220              187
    10.250% 12/01/16                                               2,400            2,040
 TX Whitehouse Health Facilities
  Development Corporation, Oak Brook
  Health Care Center, Series 1989,
    10.000% 12/01/19                                               1,815            1,858
 VA Beach Development Authority,
  Beverly Enterprises, Series 1985,
    10.000% 04/01/10                                                 960            1,080 
                                                                                 --------
                                                                                  175,749
                                                                                 --------

 .........................................................................................
HOUSING - 13.3%
 ASSISTED LIVING/SENIOR - 1.0%
 AZ Mohave County Industrial Development
  Authority, Multifamily, Kingman
  Station Apartments,
    8.125% 10/01/26                                                2,875            3,080
 CO Health Facility,
  Birchwood Manor,
  Series 1991 A,
    7.625% 04/01/26                                                1,835            1,920
 DE Quaker Hill Housing Corporation,
  Multi-family Housing, Quaker Hill
  Apartments, Series A,
    7.550% 08/01/21                                                6,225            6,738
 IL State Development Finance Authority,
  Care Institute, Inc.,
    8.250% 06/01/25                                               10,000           10,300
 MN Roseville,
  Care Institute, Inc., Series 1993
    7.750% 11/01/23                                                2,975            2,767
 PA Montgomery County Industrial
  Development Authority, Assisted
  Living Facility, Series 1993-A,
    8.250% 05/01/23                                                1,470            1,486
 TX Bell County Health Facilities
  Development Corp., Care Institutes, Inc.
    9.000% 11/01/24                                                7,585            8,125 
                                                                                 --------
                                                                                   34,416
                                                                                 --------
</TABLE>

                                       17

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                              <C>              <C>
HOUSING - CONT.
 MULTI - FAMILY - 5.3%
 AK State Housing Finance Corp.:
  First Series 1991,
     7.800% 12/01/30                                             $ 2,430          $ 2,570
  Series A,
     5.400% 12/01/13                                               7,400            7,058
  Series 1992-A,
     6.600% 12/01/23                                              11,750           13,042
 AL State Housing Finance Authority,
  Series 1990-C,
     7.550% 04/01/16                                                 730              776
 AZ Phoenix Industrial Development
  Authority, Chris Ridge Village
  Project, Series 1992:
     6.750% 11/01/12                                                 650              678
     6.800% 11/01/25                                               2,750            2,857
 CA Housing Finance Agency,
  Home Mortgage,  Series 1984 B,
     (a)   08/01/16                                                  325               33
 CO El Paso County Home Mortgage:
  Series 1987 C,
     8.300% 09/20/18                                               2,589            2,919
  Series 1987 D,
     8.150% 09/20/14                                               1,329            1,464
  Series 1988 A,
     8.375% 03/25/19                                               2,419            2,749
 CT State Housing Finance Authority,
  Housing Mortgage Finance Program,
  Series B-1,
     7.550% 11/15/08                                                  75               81
 FL Clearwater,
  Hampton Apartments,
     8.250% 05/01/24                                               3,475            3,692
 FL Hialeah Housing Authority,
  Series 1991,
     9.500% 11/01/21                                              10,600           11,130
 FL State Housing Finance Agency,
  Windsong Apartments, Series 1993-C,
     9.250% 01/01/19                                               1,230            1,250
 GA Augusta Housing Authority Mortgage,
  Mountain Ridge Holdings II,
  Series A,
     8.960% 09/01/24                                               3,620            2,715
</TABLE>

                                       18

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
 <S>                                                             <C>              <C>
 GA Savannah Housing Authority,
  Multi-family Housing, Plantation Oaks
  Apartments Project, Series 1986,
     9.625% 02/01/27                                             $ 2,905          $ 3,116
 IL Carbondale Mortgage Revenue,
  Mill Street Apartments, Series 1979,
     7.375% 09/01/20                                                 855              899
 IL Charleston Non-Profit Corporation,
  Cougills Manor Project,
     6.875% 07/01/20                                               1,807            1,934
 IL Chicago Multi-family Housing,
  Jeffery Apartments,
  Series 1987,
     8.125% 08/01/30                                               2,395            2,491
 IL Housing Development Authority,
  Series 1990 A,
     8.000% 06/01/26                                                 680              704
 IL Rockford:
     8.700% 08/20/07                                                 635              658
     8.700% 08/20/26                                               4,455            4,619
 KY Louisville Residential,
  Series 1984,
     (a)   07/01/16                                                1,135              116
 LA Jefferson Housing Development,
  Corporation Multi-family,
  Concordia Project, Series A,
     7.700% 08/01/22                                               2,570            2,792
 LA New Orleans Housing Development
  Corporation, Multi-family Housing
  Mortgage, Southwood Patio, Series 1990-A,
     7.700% 02/01/22                                               2,375            2,506
 MN Washington County Housing and
  Redevelopment Authority, Cottages of
  Aspen Project,
     9.250% 06/01/22                                               1,950            2,006
 MN White Bear Lake,
  Birch Lake Townhomes Project;
   Series 1988 A,
     9.750% 07/15/19                                               2,185            2,210
   Series 1989 B,
     (g)        07/15/19                                             310              489
 MO St. Louis Area Housing Finance
  Corporation, Wellington Arms III,
  Series 1979,
     7.500% 01/01/21                                               2,075            2,111
</TABLE>

                                       19

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                              <C>              <C>
HOUSING - CONT.
 MULTI - FAMILY - CONT.
 MS Biloxi Urban Renewal
  Biloxi Apartments Project,
  Series 1985:
    9.500% 12/01/05                                              $ 1,185          $ 1,225
    9.500% 12/01/10                                                1,235            1,278
    9.500% 12/01/15                                                1,970            2,039
 NC Eastern Carolina Regional Housing
  Authority, Jacksonville New River
  Apartments,
    8.250% 09/01/14                                                2,915            2,970
 NE Omaha Housing Development
  Corporation, Mortgage Notes, North
  Omaha Homes,
    7.375% 03/01/21                                                1,435            1,494
 NY Nyack Housing Assistance
  Corp., Plaza Apartments,
    7.375% 06/01/21 (f)                                            3,070            3,072
 NY Yorktown Housing Corp.,
  Beaveridge Apartments,
    7.375% 06/01/21 (f)                                            3,453            3,461
 Pass Through Certificates, Series
  1993-A,
    8.500% 12/01/16 (f)                                           61,712           63,795
 TN Knox County Industrial Board,
  Multi-family Redevelopment,
  Waterford Village Project, Series 1986:
    8.750% 03/01/96                                                   15               15
    8.750% 03/01/05                                                  525              542
    8.750% 03/01/15                                                1,320            1,364
    8.750% 03/01/26                                                3,590            3,712
 TN Knoxville Community Development,
  Corporation Multi-family Housing,
  Maple Oak Apartment Project, Series 1992,
    6.375% 10/15/08                                                2,510            2,610
 TX Galveston Pass Health Facilities Center,
    8.000% 08/01/23                                                1,850            1,929
 TX Laredo Cherry Hills Apartment Project,
  Housing Development Corp., Number 1,
    7.375% 03/05/21                                                2,130            2,192
 VA Alexandria Redevelopment
  and Housing Authority, Courthouse
  Commons Apartments:
   Series 1990-A,
    10.000% 01/01/21                                                 760              772
   Series 1990-B,
    (a)    01/01/21                                                  979            1,661
</TABLE>

                                       20

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
 <S>                                                             <C>             <C>
 VA Harrisonburg Redevelopment and
  Multi-family Housing Authority,
  Series 1991 A,
    7.375% 11/20/28                                              $ 1,750         $  1,862
 VA Norfolk Redevelopment and Housing
  Authority, Multi-family Housing,
  Dockside, Series 1991-A:
    7.300% 12/01/16                                                1,315            1,399
    7.375% 12/01/28                                                1,940            2,068
 VA Roanoke Redevelopment and Housing
  Authority, Mountain Ridge,
    9.250% 11/01/22                                                1,800            1,854
 VA State Housing Authority Commonwealth
  Mortgage,
  Series B, Sub Series B-4,
    6.850% 07/01/17                                                5,180            5,394
 WA Washington State Housing Finance
  Commission, Multi-family Housing,
  Series 1988-A,
    7.900% 07/01/30                                                1,460            1,522
 WI Milwaukee Housing Authority
  Mortgage, Windsor Court Project,
  Series 1986,
    8.700% 08/21/21                                               1,985            2,068 
                                                                                 --------
                                                                                  189,963 
                                                                                 --------
 SINGLE - FAMILY - 7.0%
 AZ Maricopa County Industrial Development,
  Single-family,  Series 1984,
    (a)   02/01/16                                                10,055            3,054
 CA Riverside County, Series 1988-A,
    8.300% 11/01/12                                               10,000           13,225
 CO Housing Finance Authority,
  Single-family Housing:
   Series 1991-A,
    7.500% 05/01/29                                                4,745            5,024
   Series 1991 C-1:
    7.200% 02/01/18                                                  870              923
    7.650% 12/01/25                                                5,000            5,606
   Series A,
    7.150% 11/01/14                                                2,350            2,479
   Series D-1,
    7.375% 06/01/26                                                5,000            5,531
 FL Brevard County,
  Housing Finance Authority,
  Single-family Mortgage, Series 1985,
    (a)   04/01/17                                                 8,055              906
</TABLE>

                                       21

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                              <C>              <C>
HOUSING - CONT.
 SINGLE - FAMILY - CONT.
 GA Atlanta Urban Residential Finance
  Authority, Single-family Housing
  Mortgage, Series 1988,
     8.250% 10/01/21                                             $ 1,220          $ 1,287
 GA State Residential Finance Authority,
  Home Ownership Mortgage:
   Series C,
     7.500% 01/01/18                                                 755              804
   Series 1989,
     7.800% 06/01/21                                               5,950            6,359
 IA Finance Authority Single-family,
  Series 1992 B,
     6.950% 07/01/24                                              10,000           10,475
 IA State Finance Authority,
  Single-family Mortgage Revenue,
  Series A,
     7.250% 07/01/16                                               1,075            1,137
 IL East Moline Housing Finance Corp.,
  Deerfield Woods Apartments,
     7.500% 08/01/21                                               2,416            2,458
 IL Rockford,
     9.250% 02/01/00                                               1,075            1,111
 IL State Housing Development Authority:
  Series B,
     7.250% 08/01/17                                               1,290            1,377
  Series C,
     7.500% 08/01/17                                                 220              232
 IN State Housing Finance Authority:
  Single-family Housing,
   Series 1987 C,
     9.125% 07/01/18                                               4,075            4,294
  GNMA Collateral Mortgage Program:
   Series A-1,
     7.850% 07/01/16                                                 160              172
   Series B-1,
     7.600% 01/01/16                                               1,015            1,078
 LA Housing Financing Agency,
  Series 1988,
     8.300% 11/01/20                                               2,780            2,908
 LA Calcasieu Parish:
  Series 1987-A,
     8.125% 12/01/12                                               1,409            1,448
  Series 1988-B,
     8.250% 06/01/12                                               3,543            3,676
</TABLE>

                                       22

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
 <S>                                                             <C>              <C>
 LA Jefferson Parish Home Mortgage
  Authority, Single-family,
  Series 1988 A,
     8.300% 04/01/20                                             $ 2,380          $ 2,526
 MA State Housing Finance Agency:
  Series 1987-A,
     9.000% 12/01/18                                               1,595            1,675
  Series 1988-A,
     8.400% 08/01/21                                                 740              768
  Series 1988-B,
     8.100% 08/01/23                                                 840              883
 MD State Community Development Administration,
  Department of Housing and Community
  Development, Single-family Program:
   1st Series,
     7.300% 04/01/17                                                 450              478
   3rd Series,
     7.250% 04/01/27                                                 960            1,013
 ME State Health and Higher Educational
  Facilities Authority,
  Maine Medical Center, Series C,
     5.000% 11/15/13                                              16,500           15,448
 MN State Housing Finance Agency:
  Series 1988 D,
     8.250% 08/01/20                                               1,950            2,057
  Single-family Mortgage,
  Series C,
     7.100% 07/01/11                                                 675              721
 MO State Housing Development Commission,
  Series C,
     6.900% 07/01/18                                                 870              913
 MS Canton Housing,
     8.400% 08/15/21                                               1,551            1,590
 MS Home Corporation Residual,
  Series 1990-C,
     (a)   09/01/13                                               20,000            7,125
 MS Lamar County Wesley Manor II:
     8.750% 08/01/20                                               1,000            1,054
     8.750% 02/01/29                                               1,610            1,697
 NE Investment Finance Authority,
  Single-family Mortgage:
   Series 1988-1,
     8.125% 08/15/38                                               5,355            5,616
   Series 1990-B,
     10.892% 03/15/22                                              8,000            9,230
   Series 1990-2,
     11.134% 09/10/30                                              4,000            4,655
</TABLE>

                                       23

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                              <C>              <C>
HOUSING - CONT.
 SINGLE - FAMILY - CONT.
 NH State Housing Finance Authority,
  Single-family Resources Mortgage,
  Series 1989-B,
     7.700% 07/01/29                                             $ 2,705          $ 2,833
 NJ State Housing and Mortgage Finance
  Agency,
     6.950% 11/01/13                                               5,090            5,383
 NY State Mortgage Agency:
  Series BB-2,
     7.950% 10/01/15                                               1,395            1,461
  Home Owner Mortgage:
   Series H-2,
     7.850% 04/01/22                                               1,500            1,599
   Series 46,
     6.650% 10/01/25                                              10,000           10,400
 OH Housing Finance Agency,
  Series 1988 C,
     8.125% 03/01/20                                               1,025            1,088
 OH Housing Finance Agency Single-
  family Mortgage, RIB (variable rate),
  Series A-2,
     9.517% 03/24/31                                               6,550            7,189
 PA Pittsburgh Urban Redevelopment
  Authority, Sidney Square Project,
     7.800% 08/01/28                                               5,290            5,473
 PA State Housing Finance Authority,
  Series 39B,
     6.750% 04/01/16                                               5,700            6,013
 SC State Housing Authority,
  Homeownership Mortgage, Series 1988-A,
     8.500% 07/01/08                                               2,000            2,088
 TX Bexar County Housing Finance Corp.
  GNMA Collateralized Mortgage,
  Series 1989-A,
     8.200% 04/01/22                                               4,055            4,405
 TX Corpus Christi Housing Finance Corp.
  Single-family Mortgage,
  Lomas and Nettleton, Series C,
     10.000% 10/01/07                                              1,145            1,178
 TX Harris County Housing Finance,
  Corporation Single-family,
  Series 1987,
     8.875% 12/01/17                                                2,595            2,705
</TABLE>

                                       24

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
 <S>                                                             <C>              <C>
 TX Lubbock Housing Finance Corporation,
  Single-family Series:
   Series 1988 C,
    8.375% 12/01/20                                              $ 6,370          $ 6,545
   Series 1988 D,
    8.375% 12/01/20                                                1,165            1,206
 TX State Department Housing and
  Community Affairs, Collateralized
  Home Mortgage, Series 1992-B2,
    9.511% 06/18/23                                                9,000           10,102
 TX State Housing Agency Mortgage,
  Single-family,
  Series A,
    7.150% 09/01/12                                                  900              960
 UT State Housing Finance Agency,
  Single-family Mortgage:
   Series A,
    7.200% 07/01/13                                                  190              197
   Series A-1,
    6.900% 07/01/12                                                1,065            1,125
   Series B-1,
    7.500% 07/01/16                                                  195              205
   Series B-2:
    7.000% 07/01/16                                                  380              400
    7.700% 07/01/15                                                   40               42
   Series D-2,
    7.250% 07/01/11                                                  530              566
   Series E-1,
    6.950% 07/01/11                                                1,740            1,842
   Series F-1,
    7.400% 07/01/09                                                  510              530
   Series 1990-C2,
    7.950% 07/01/10                                                  430              464
 VA State Housing Authority, Commonwealth
  Mortgage:
   Series A,
    7.100% 01/01/17                                                1,000            1,068
   Series C2,
    8.000% 01/01/38                                                1,000            1,056
   Series 1988-C,
    7.800% 01/01/38                                               11,500           12,061
 VT Housing Finance Agency, Home
  Mortgage Purchase, Series 1989-A,
    7.850% 12/01/29                                                3,920            4,145
 WA Washington Housing Development
  Corporation, Parkview Apartments
  Project,
    7.500% 04/01/21                                                1,701            1,752
</TABLE>

                                       25

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                              <C>             <C>
HOUSING - CONT.
 SINGLE-FAMILY - CONT.
 WI State Housing and Economic
  Development Authority,
  Series A,
    7.000% 09/01/09                                              $   985         $  1,055
 WV State Housing Development Fund,
  Series 1992-B,
    7.200% 11/01/20                                               10,000           10,600
 WY Community Development Authority,
  Single-family Mortgage:
   Series 1987-A,
    7.875% 06/01/18                                                2,255            2,371
   Series 1988-G,
    7.250% 06/01/21                                                4,500            4,792
 WY Rock Springs Housing Finance
  Corporation, Bicentennial Association II,
    7.500% 05/01/20                                                1,159            1,227 
                                                                                 --------
                                                                                  249,139
                                                                                 --------

 .........................................................................................
MANUFACTURING - 2.0%
 FOOD & KINDERED PRODUCTS - 0.0%
 VA Halifax County Industrial Development
  Authority, O'Sullivan Industries Project,
  Series 1988,
    8.250% 10/01/08                                                1,000            1,100 
                                                                                 --------

 MEASURING & ANALYZING INSTRUMENTS - 0.0%
 MN Brooklyn Park,
  TL Systems Corp., Series 1991,
    10.000% 09/01/16                                                 325              387 
                                                                                 --------

 PAPER PRODUCTS - 1.7%
 GA Rockdale County Development
  Authority, Solid Waste Disposal, Visy
  Paper, Inc., Series 1993,
    7.500% 01/01/26                                               14,000           14,350
 IA Cedar Rapids Industrial Development,
  Weyerhaeuser Company Project,
    9.000% 08/01/14                                                1,000            1,411
 LA De Soto Parish,
  International Paper Company,
  Series A,
    7.700% 11/01/18                                                1,250            1,448
 MI State Strategic Fund,
  Blue Water Fiber Project, Series 1994,
    8.000% 01/01/12                                               16,200           15,612
</TABLE>

                                       26

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<S>                                                            <C>              <C>
 MI Strategic Fund Limited,
  Great Lakes Pulp & Fibre Project,
    10.250% 12/01/16                                           $  28,000        $  29,505 
                                                                                  -------
                                                                                   62,326 
                                                                                  -------

 PETROLEUM REFINING 0.1%
 TX Lower Neches Valley Authority,
  Mobil Oil Refining Corp.,
    6.850% 05/01/12                                                3,570            3,766 
                                                                                  -------
 PRIMARY METAL - 0.2%
 PA Bucks County,
  Industrial Development:
   Hechinger Company, Series 1984,
    11.375% 11/15/04                                               2,420            2,506
   Jorgensen Steel,
    9.000% 06/01/05                                                4,000            4,105 
                                                                                  -------
                                                                                    6,611
                                                                                  -------

 TRANSPORTATION EQUIPMENT - 0.0%
 MN Buffalo, Ruden Manufacturing Inc.,
    10.500% 09/01/14                                               1,445            1,557
                                                                                  -------

 .........................................................................................
MINING - 0.1%
 METAL MINING
 CO Mesa County Industrial Development
  Joy Technologies Inc.,
  Series 1992,
    8.500% 09/15/06                                                1,000            1,075
 OH Cuyahoga County,
  Joy Technologies, Inc.,
    8.750% 09/15/07                                                1,340            1,457
                                                                                  -------
                                                                                    2,532
                                                                                  -------

 ..........................................................................................
POLLUTION CONTROL REVENUE - 4.0%
 FL Pinellas County,
  Florida Power Corp.,
    7.200% 12/01/14                                                1,000            1,111
 FL State Municipal Power Agency,
  Series 1993,
    5.100% 10/01/25(c)                                            38,150           35,956
 GA Bartow County Development Authority,
  State Power Company Bowen Plant,
    7.250% 07/01/21                                                1,000            1,028
 GA Wayne County Development Authority,
  Solid Waste Disposal, ITT Royonier
  Incorporated, Series 1990,
    8.000% 07/01/15                                                2,500            2,803
</TABLE>

                                       27

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                              <C>              <C>
POLLUTION CONTROL REVENUE - CONT.
 IL State Development Finance Authority,
  Central Illinois Public Service Co.:
   Series A,
    7.600% 03/01/14                                              $   750          $   842
   Series B,
    7.600% 09/01/13                                                  750              845
 IN Petersburg,
  Indiana Power and Light Co.,
  Series B,
    5.400% 08/01/17                                                5,000            4,831
 KY Louisville and Jefferson County,
  Metropolitan Sewer District,
    7.350% 05/01/19                                                  500              569
 MO State Environmental Improvement and
  Energy Resources Pollution Control,
  Authority:
  Series 1984-G1,
    8.250% 11/15/14                                                4,890            5,128
  Series 1984-G4,
    8.250% 11/15/14                                                5,460            5,726
 MS Claiborne County Pollution Control,
  Middle South Energy, Inc.,
  Series 1984 C,
    9.875% 12/01/14                                                1,250            1,448
 ND Mercer County,
  Basin Electric Power,
  Series 2,
    6.050% 01/01/19                                               10,000           10,350
 NV Humboldt County Pollution Control
  Revenue, Idaho Power Co. Project,
    8.300% 12/20/14                                                1,875            2,257
 NY State Environmental Facilities
  Corporation, Pollution Control, New
  York City Municipal Water Finance Authority:
    Series 2,
    5.750% 06/15/12                                               19,260           20,006
    Series E,
    6.875% 06/15/10                                               15,000           16,706
 NY Suffolk County Water Authority,
    7.375% 06/01/12                                                  180              199
 OK Muskogee,
  Oklahoma Gas and Electric Project,
  Series A,
    7.000% 03/01/17                                                1,300            1,357
</TABLE>

                                       28

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<S>                                                            <C>             <C>
 TX Brazos River Authority,
  Collateralized Pollution Control Bonds,
  Texas Utilities Electric Co., Series 1989 C,
    8.250% 01/01/19                                            $  13,000       $   14,284
 TX San Antonio,
  Series B,
    6.000% 02/01/14                                               15,355           15,681
 TX San Antonio Electric & Gas Revenue,
  Series 1988,
    8.000% 02/01/16                                                  175              192
 WV Mason County Pollution Control,
  Appalachian Power Co.,
  Series G,
    7.400% 01/01/14                                                  400              440
 WY Sweetwater County, Pollution Control
  Revenue, Idaho Power Company:
   Series A,
    7.625% 12/01/13                                                  350              368
   Series B,
    7.625% 12/01/13                                                  400              420 
                                                                                 --------
                                                                                  142,547
                                                                                 --------

 .........................................................................................
PUBLIC ADMINISTRATION - 0.2%
 AK State Industrial Development
   Authority, Series 1986:
    8.625% 04/01/02                                                2,525            2,714
    8.750% 04/01/07                                                2,965            3,191
                                                                                 --------
                                                                                    5,905
                                                                                 --------

 .........................................................................................
PUBLIC FACILITIES IMPROVEMENT - 5.9%
 CA Riverside County Transportation
  Commission, Series A,
    6.500% 06/01/09                                                6,500            7,028
 FL Orange County, Series 1993-B,
    5.375% 01/01/24                                               20,600           20,214
 IL Chicago O'Hare International Airport
  Special Facility, Senior Lien,
  Series A,
    5.000% 01/01/16(c)                                            15,000           14,156
 IL Metropolitan Pier and Exposition
  Authority, McCormick Place Expansion
  Project:
   Series 1992 A:
    (a)   06/15/11                                                20,000            8,500
    6.500% 06/15/27                                                2,500            2,619
</TABLE>

                                       29

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                              <C>              <C>
PUBLIC FACILITIES IMPROVEMENT - CONT.
 MI Detroit Economic Development,
  District Court Madison Center,
  Series 1984,
    10.625% 02/01/11                                             $ 5,000          $ 5,166
 MN Mille Lacs Capital Improvement
  Infrastructure, Band of Chippewa,
  Series 1992-A,
    9.250% 11/01/12                                                1,485            1,687
 NY State Dormitory Authority:
  Series 1991-A,
    5.625% 05/15/13                                                8,000            7,860
    6.000% 07/01/20                                               27,990           29,094
    9.500% 04/15/14                                                9,000           10,582
 NY State Urban Development:
    5.700% 04/01/10                                               11,225           11,309
    5.750% 04/01/11                                                2,000            2,020
  Correctional Facility:
   Series A:
    6.500% 01/01/10                                               14,595           16,474
    6.500% 01/01/11                                                8,500            9,552
   Series 4,
    5.375% 01/01/23                                               10,000            9,375
   Series 1993 A,
    5.500% 01/01/14                                               10,000            9,787
  State Facilities, Series 1991,
    7.500% 04/01/20                                                4,950            5,748
 NY Urban Development Revenue
  Corporation, Correctional Facilities,
  Series 1993-A,
    5.250% 01/01/21                                               15,000           13,837
 PA Convention Center Authority, Series
  1989-A,
    6.000% 09/01/19                                                5,000            5,463
 PR Commonwealth of Puerto Rico,
  Infrastructure Finance Authority,
  Series 1988-A,
    7.900% 07/01/07                                                2,500            2,747
 SC State Public Service Authority,
  Series C,
    5.000% 01/01/18                                               10,000            9,450
 TN Shelby County, Public Improvement,
  Series 1992-A,
    (a)   05/01/10                                                15,750            6,989
</TABLE>

                                       30

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<S>                                                              <C>             <C>
 UT West Jordan Industrial Development,
    7.875% 12/15/11                                              $ 2,000         $  2,115 
                                                                                 --------
                                                                                  211,772 
                                                                                 --------

 .........................................................................................
PUBLIC INFRASTRUCTURE - 5.0%
  AIRPORTS - 2.0%
 CA Los Angeles Regional Airport
  Improvement Corp., Los Angeles
  International Airport:
   Series 1985,
    11.250% 11/01/25                                              10,000           10,544
    Series 1991,
    6.800% 01/01/27                                                1,400            1,442
 CA Los Angeles Transportation Authority,
  Series B,
    5.250% 07/01/23                                               10,000            9,662
 CA Foothill Eastern Transportation
  Corridor Agency, State Toll Road,
   Senior Lien, Series A,
    5.000% 01/01/35                                                4,865            4,081
 CA San Joaquin Hills Transportation
  Corridor Agency:
   Series C,
    (a)   01/01/20                                                 4,600              995
   Senior Lien Road, Series 1993,
    6.750% 01/01/32                                                4,500            4,674
 CO Denver City & County Airport Revenue:
    6.500% 11/15/12                                               10,625           11,741
  Series 1991 A,
    8.750% 11/15/23                                                5,485            6,424
  Series 1992 B,
    7.250% 11/15/23                                                5,500            5,919
  Stapleton International Airport,
  Series 1990 A,
    8.500% 11/15/23                                                5,000            5,694
 FL Hillsborough County Aviation Authority,
  Tampa International Airport,
   Series A,
    6.900% 10/01/11                                                1,500            1,629
 IN Airport Authority,
    7.100% 01/15/17                                                2,000            2,175
 IN Indianapolis Airport Authority,
    9.000% 07/01/15                                                  250              262
 IN Transportation Finance Authority,
  Series A,
    6.750% 11/01/11                                                2,000            2,153
 TX Dallas-Fort Worth Regional Airport,
  Series A,
    7.375% 11/01/11                                                5,000            5,794 
                                                                                 --------
                                                                                   73,189 
                                                                                 --------
</TABLE>


                                       31

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                              <C>             <C>
PUBLIC INFRASTRUCTURE - CONT.
  TURNPIKES/TOLL ROADS/BRIDGES - 3.0%
 FL Orlando & Orange County Expressway,
  Series A
    5.125% 07/01/20                                            $  10,455         $  9,893
 FL State Mid-Bay Bridge Authority,
  Series A,
    6.875% 10/01/22                                                2,000            2,350
 MA State Turnpike Authority,
  Series A,
    5.000% 01/01/20                                               30,765           28,881
 NV Clark County Passenger Facility,
  Las Vegas McCarran International Airport,
  Series B,
    6.500% 07/01/12                                                3,000            3,139
 NY State Thruway Authority Service
  Contract, Local Highway
    5.250% 04/01/13                                               10,000            9,388
 NY Triborough Bridge and Tunnel
  Authority, General Purpose:
  Series A:
    5.000% 01/01/24                                               12,000           11,250
    5.200% 01/01/20                                               15,095           14,604
  Series L,
    8.000% 01/01/07                                                  300              328
 TX Harris County:
  Series 1994,
    5.375% 08/15/20                                               16,250           15,925
  Toll Road Revenue,
    5.000% 08/15/16                                               11,000           10,409 
                                                                                 --------
                                                                                  106,167 
                                                                                 --------

 .........................................................................................
REFUNDED/ESCROW/SPECIAL OBLIGATION(h) - 5.7%
 FL Dade County,
    7.375% 07/01/19                                                  500              562
 FL Jacksonville Electric Authority,
  Series 3-A,
    6.875% 10/01/12                                                1,000            1,054
 FL State Board of Education,
  Public Education,
  Series B,
    7.750% 06/01/16                                                  300              323
 GA State Municipal Electric Authority,
    7.875% 01/01/18                                                  700              716
 IA Ottumwa Hospital Facilities,
  Ottumwa Regional Health Center,
  Series 1985,
    9.625% 11/01/10                                                3,025            3,250
</TABLE>


                                       32

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
 <S>                                                              <C>              <C>
 IL Du Pager Water Commission:
  Series 1986,
    7.875% 03/01/11                                             $    375         $    386
  Series 1987,
    6.875% 05/01/14                                                3,775            3,997
 IL Health Facility Authority:
  Lutheran Healthcare Systems,
  Series 1989 B,
    7.375% 04/01/08                                                5,055            5,630
  United Medical Center-Formerly,
  Series 1991:
    8.125% 07/01/06                                                3,175            3,798
    8.375% 07/01/12                                                1,500            1,851
 IL State,
    7.125% 04/01/08                                                1,000            1,031
 IL State Sales Tax:
  Series C,
    6.875% 06/15/15                                                3,500            3,719
  Series N,
    6.900% 06/15/13                                                1,000            1,138
 IN Hamilton County Public Building
  Corp.,
    7.000% 02/01/12                                                2,525            2,819
 IN St. Joseph County Hospital Authority,
  South Bend Memorial Hospital,
    9.400% 06/01/10                                                3,190            4,283
 KY State Turnpike Authority:
  Series A:
    7.250% 05/15/10                                                1,500            1,695
    7.875% 01/01/04                                                  200              209
 KY Trimble County,
  Louisville Gas & Electric Co.,
  Series B,
    6.550% 11/01/20                                                  130              146
 LA State Public Facilities Authority,
  Tulane University,
    6.625% 11/15/21                                                  455              518
 MA Bay Transportation Authority:
  General Transportation System:
   Series 1990-A,
    7.000% 03/01/10                                                1,500            1,658
   Series 1990-B,
    7.800% 03/01/10                                                3,300            3,882
   Series 1991-A,
    7.000% 03/01/11                                                1,000            1,139
</TABLE>

                                       33

<PAGE>
                      Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                              <C>              <C>
REFUNDED/ESCROW/SPECIAL OBLIGATION - CONT.
 MA Boston,
  Boston City Hospital Facilities,
  Series 1990-A,
    7.625% 02/15/21(c)                                         $  12,000        $  13,905
 MA General Obligation Bonds:
  Series 1989 C,
    7.000% 06/01/09                                                  500              554
  Series 1990 C,
    7.000% 12/01/10                                                2,700            3,031
  Series 1991 A,
    7.625% 06/01/08                                                5,000            5,869
 MA State Water Resources Authority,
  Series 1990 A,
    7.625% 04/01/14                                                2,000            2,297
 MI Huron Valley School District,
  Series 1991,
    (a)   05/01/20                                                95,750           20,945
 MN University of Minnesota,
  Series 1986-A,
    7.750% 02/01/10                                                 250              257
 MO State Health and Educational
  Facilities Authority, Series 1988-A,
    7.750% 06/01/16                                               2,000            2,215
 NC Municipal Power Agency,
    5.500% 01/01/13                                              24,430           25,224
 NV State,
  Series A,
    6.800% 07/01/12                                               2,500            2,831
 NY New York City General Obligation,
  Series 1991-D,
    8.000% 08/01/18                                               5,085            6,070
 NY State Dormitory Authority, State
  University of New York:
  Series 1989-B,
    7.250% 05/15/15                                               4,150            4,725
  Series 1990-B,
    7.375% 05/15/14                                               2,790            3,191
 NY Triborough Bridge and Tunnel Authority:
  Series I,
    7.625% 01/01/14                                                 600              614
  Series T,
    7.000% 01/01/11                                                 750              853
</TABLE>

                                       34

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
 <S>                                                             <C>              <C>
 PA Lehigh County,
  Healtheast Inc.,
  Series 1987 B,
    9.000% 07/01/15                                              $ 4,000          $ 4,380
 PA Philadelphia Hospital and Higher
  Educational Facilities Authority:
  Children's Hospital Project:
  Series A,
    6.500% 02/15/21                                                1,000            1,122
  MR Project, Series 1986,
    8.625% 08/01/11                                                1,000            1,051
 PA State Industrial Development
  Authority, Economic Development,
  Series A,
    7.000% 01/01/11                                                5,595            6,378
 PA State University:
    6.750% 07/01/09                                                  750              824
    6.750% 07/01/14                                                2,750            3,022
 PA Westmoreland County Municipal
  Authority, Special Obligation, Series
  1985,
    9.125% 07/01/10                                                5,000            6,294
 PA York County Industrial Development
  Authority, Fairview Village
  Associates, Series 1986,
    10.750% 06/01/16                                                 700              743
 SC State Public Service Authority,
  Electric System Expansion Revenue,
  Santee Cooper Project, Series 1986-A,
    8.000% 07/01/19                                                  500              527
 TN Jackson Water and Sewer Revenue,
  Series 1984,
    10.375% 07/01/12                                                 910            1,110
 TN Shelby County, Public Improvement,
  Series 1992-A,
    (a)   05/01/11                                                10,000            4,125
 TX Austin Utilities System Revenue:
  Series A,
    7.800% 11/15/12                                                  200              223
  Series 1985-A,
    9.500% 05/15/15                                                6,000            7,245
  Series 1986,
    7.750% 11/15/12                                                  200              208
 TX Hidalgo County Health Services,
  Mission Hospital Inc.,
  Series A,
    10.250% 02/01/25                                               4,785            6,053
</TABLE>

                                       35

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                              <C>             <C>
REFUNDED/ESCROW/SPECIAL OBLIGATION - CONT.
 TX Houston Water & Sewer System Revenue,
  Series A,
    7.125% 12/01/16                                              $   850         $    894
 TX San Antonio Water System Revenue,
  Series 1990-A,
    7.350% 05/01/07                                                  525              572
 UT Intermountain Power Agency,
  State Power Supply,
  Series A:
    7.000% 07/01/21                                                1,000            1,109
    7.750% 07/01/17                                                1,000            1,043
 UT Salt Lake City Housing Authority,
  Multi-family Mortgage, Hartland
  Apartments Project, Series 1987-A-B,
    8.875% 12/20/27                                                7,720            8,029
 UT Uintah County Pollution Control,
  Series 1984-F2,
    10.500% 06/15/14                                               6,900            8,927
 WV State's Parkways Economic
  and Tourism Authority, Series 1989,
    7.125% 07/01/19                                                1,990            2,216 
                                                                                 --------
                                                                                  202,480 
                                                                                 --------

 .........................................................................................
RETAIL TRADE - 0.3%
  HOME FURNISHINGS & EQUIPMENT - 0.1%
 PA Philadelphia Authority for
  Industrial Development, Hechinger
  Company, Series 1983,
    11.375% 12/01/04                                               3,875            4,000 
                                                                                 --------
  MISCELLANEOUS RETAIL - 0.2%
 DE Sussex County, Economic Development,
  Rehoboth Mall Project,
    7.250% 10/15/12                                                4,885            5,447 
                                                                                 --------

 .........................................................................................
SALES & EXCISE TAX - 1.4%
 CA Los Angeles County Transportation,
 Authority Proposition A, Series 1993 A,
    5.000% 06/01/21                                               42,555           39,683
 NY State Dormitory Authority:
  City University, Series B,
    5.000% 05/15/18                                               12,920           11,612 
                                                                                 --------
                                                                                   51,295 
                                                                                 --------
</TABLE>

                                       36

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<S>                                                              <C>              <C>
SERVICES - 0.2%
 AMUSEMENT & RECREATION - 0.1%
 NM Red River Sports Facility, Red
  River Ski Area, Series 1985,
    12.000% 06/01/07                                             $ 3,145          $ 3,204 
                                                                                  -------

 HOTELS, CAMPS & LODGING - 0.1%
 MN Burnsville Commercial Development,
 Holiday Inn Project,
    10.600% 06/01/06                                               1,400            1,439
 MN Minneapolis Commercial Development,
  Hometel Associates, Limited,
  Series 1988,
    10.500% 06/01/03                                               1,500            1,518 
                                                                                  -------
                                                                                    2,957 
                                                                                  -------

 .........................................................................................
SOLID WASTE - 0.8%
 LAND FILL - 0.3%
 WA Walla Walla Public Corp.,
  Ponderosa Fibers Project,
    9.125% 01/01/26                                               10,000           10,438 
                                                                                  -------

 MISCELLANEOUS DISPOSAL - 0.2%
 CT State Development Authority,
  Pfizer Inc. Project,
    7.000% 07/01/25                                                3,000            3,398
 MA Boston,
  Industrial Development Financing,
  Solid Waste Disposal,
    10.500% 01/01/11                                               1,500            1,704
 SC Richland County, Solid Waste
  Disposal Facilities Revenue,
  Union Camp Corp.,
    6.750% 05/01/22                                                3,500            3,763 
                                                                                  -------
                                                                                    8,865 
                                                                                  -------
 RESOURCE RECOVERY - 0.3%
 CO Student Obligation Authority,
   Series II-B,
    6.200% 12/01/08                                                4,000            4,120
 WA Spokane Regional Solid Waste
  Management System, Series 1989-A:
    7.750% 01/01/11                                                3,000            3,304
    7.875% 01/01/07                                                2,500            2,734 
                                                                                  -------
                                                                                   10,158 
                                                                                  -------
</TABLE>

                                       37

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                             <C>               <C>
STUDENT LOAN - 0.2%
 LA State Public Facility Authority,
  Series A,
    6.750% 09/01/06                                             $  2,000          $ 2,143
 NM State Educational Assistance
  Foundation,  Series II-A:
    5.400% 12/01/06                                                1,000            1,019
    5.500% 12/01/07                                                1,000            1,019
 VA State Education Loan Guaranteed,
  Senior Series D,
    5.600% 03/01/03                                                3,200            3,296 
                                                                                  -------
                                                                                    7,477 
                                                                                  -------

 .........................................................................................
TAX ALLOCATION - 4.1%
 AK State Industrial Development
   Authority, Series 1986:
    8.625% 04/01/02                                                  585              630
    8.750% 04/01/07                                                  915              987
 AL Daphine Special Care Facilities
  Financing Authority
  Presbyterian Hospital,
    (a)   07/01/18 (i)                                           200,000           28,250
 AL Selma Special Care Facilities
  Finance Authority, Vaughan Regional
  Medical Center, Series 1987,
    9.400% 06/01/07                                                4,000            4,425
 AL State University Revenue,
   Auburn University,
    7.000% 06/01/12                                                1,000            1,114
 AZ State University:
    6.625% 06/01/09                                                1,000            1,093
    7.300% 06/01/11                                                  500              519
    7.500% 07/01/16                                                  200              208
 CA Los Angeles County Transportation,
  Series 1988 A,
    8.000% 07/01/18                                                3,500            3,903
 CO Mesa County,
    (a)   12/01/11                                                 5,905            2,347
 DC District Columbia Hospital,
  Washington Hospital Center Corp.,
  Series 1990-A:
    8.750% 01/01/15                                               10,000           11,975
    9.000% 01/01/08                                                1,860            2,253
 DE Wilmington, Riverside Hospital,
  Series 1988A,
    10.000% 10/01/03                                                 300              351
</TABLE>

                                       38

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<S>                                                            <C>              <C>
 HI State Department Budget and Finance,
  RIB (variable rate),
  Series 1993 B,
    6.584% 12/15/23                                            $  10,000        $   9,125
 IL Development Finance Authority,
  City of Marion Project,
  Series 1991,
    9.625% 09/15/21                                                5,755            5,978
 IL Metropolitan Pier and Exposition
  Authority, McCormick Place Expansion
  Project, Series A,
    (a)   06/15/16                                                15,250            4,708
 IL State Sales Tax, Series N,
    6.900% 06/15/09                                                1,000            1,090
 NY State Energy Research and Development
  Authority, Series 1993-B, RIB (variable rate),
    8.295% 04/01/20                                               13,000           14,739
 NY State Local Assistance Corp.,
  Series D,
    5.000% 04/01/23                                               36,425           33,557
 NY State Local Government Assistance
  Corp., Series 1993-C,
    5.500% 04/01/17                                               18,475           18,452 
                                                                                 --------
                                                                                  145,704 
                                                                                 --------

 .........................................................................................
TRANSPORTATION/COMMUNICATION/ELECTRIC/GAS & SANITATION  - 3.7%
 AIR TRANSPORTATION - 1.3%
 CO Denver City and County Airport,
  Series D,
    7.750% 11/15/21                                               15,000           17,156
 HI State Airport System,
  Series 2,
    7.000% 07/01/18                                                8,770            9,647
 IL Chicago O'Hare International Airport
  Special Facility,
  International Terminal, Series A,
    6.500% 01/01/18                                               17,500           17,981
 TN Memphis-Shelby County, Airport
  Authority Special Facilities, Express
  Airlines I, Inc., Series 1986,
    10.000% 12/01/16                                                 750              764 
                                                                                 --------
                                                                                   45,548 
                                                                                 --------
</TABLE>

                                       39

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                              <C>              <C>
TRANSPORTATION/COMMUNICATION/ELECTRIC/GAS & SANITATION  - CONT.
TRANSPORTATION - 2.4%
 IN Indianapolis Local Public
  Improvement Bond Bank,
  United Airlines Maintenance Facility,
    6.700% 01/01/17                                            $   4,000        $   4,270
 NJ State Transportation Trust Fund
  Authority,
  Series B,
    7.000% 06/15/12                                               47,000           56,048
 NY Metro Transportation Authority,
  Series O,
    6.000% 07/01/24                                                5,500            5,672
 NY Port Authority, Series 1992,
    4.750% 01/15/29                                               21,320           18,682
 PA Erie-Western Port Authority,
  Series 1990,
    8.625% 06/15/10                                                1,850            2,007 
                                                                                  -------
                                                                                   86,679 
                                                                                  -------

 .........................................................................................
UTILITY - 16.6%
 CO-GENERATION - 0.2%
 FL Martin County Industrial
  Development Authority, Indiantown
  Co-Generation Project,
    7.875% 12/15/25                                                7,500            8,569 
                                                                                  -------

 INDIVIDUAL POWER PRODUCER - 0.9%
 CA Southern Public Power Authority,
  Power Project Revision,
    5.210% 07/01/12                                               14,200           13,969

 NY State Energy Consolidated Edison,
    7.250% 11/01/24                                                7,000            7,516
 PA Economic Development Finance
  Authority, Colver Project, Series D,
    7.150% 12/01/18                                               10,000           10,563 
                                                                                  -------
                                                                                   32,048 
                                                                                  -------
 JOINT POWER AUTHORITY - 3.3%
 AZ Salt River Project, Agricultural
  Improvement & Power District
  Electric System:
   Series 1991-A,
    6.625% 01/01/12                                               1,500            1,616
   Series 1993-B,
    5.250% 01/01/19                                              18,500           17,853
</TABLE>

                                       40

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
 <S>                                                           <C>             <C>
 CA Los Angeles Department of Water and Power,
    5.250% 11/15/26                                            $   7,000       $    6,702
 CA Southern California Public Power
  Authority, Southern Transmission
  Project, Series 1993,
    5.250% 07/01/20                                               10,000            9,675
 FL State Municipal Power Agency,
  St. Lucie Project,
    5.250% 10/01/21(c)                                            12,000           11,685
 GA State Municipal Electric Authority,
  Series O,
    8.125% 01/01/17                                               10,000           10,900
 MA Municipal Wholesale Electric
  Power Supply System, Series 1994 A,
    5.447% 07/01/16                                               22,900           20,639
 SC Piedmont Municipal Power Agency,
  Electric System:
   Series 1986-A,
    7.250% 01/01/22                                                2,000            2,044
   Series 1988,
    (a)   01/01/13                                                44,455           17,393
   Series 1993,
    5.375% 01/01/25                                               14,055           13,756
 TX State Municipal Power Agency,
    (a)   09/01/13                                                12,440            4,634 
                                                                                 --------
                                                                                  116,897 
                                                                                 --------
 MUNICIPAL ELECTRIC - 12.2%
 CA Fresno,
  Series 1993 A,
    5.250% 09/01/19                                               10,065            9,876
 CA Los Angeles County Sanitation
  District's Finance Authority,
  Series A,
    5.250% 10/01/19                                               10,000            9,688
 CA Los Angeles Wastewater Systems,
  Series 1993 D,
    5.200% 11/01/21                                               10,000            9,600
 FL Jacksonville Electric Authority,
  St. John's River Power Park System,
  Issue 2 SE,
    5.250% 10/01/21                                               10,750           10,333
 FL Orlando Utilities Commission:
  Series 1993-A,
    5.250% 10/01/23                                             11,525           11,107
  Series 1993-B,
    5.250% 10/01/23                                               14,835           14,297
  RIB (variable rate), Series 1993-B,
    6.838% 10/06/13                                                5,000            5,050
</TABLE>

                                       41

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                              <C>              <C>
UTILITY - CONT.
 MUNICIPAL ELECTRIC - CONT.
 GA Municipal Electric Authority Power:
  Series 1993 C,
    5.700% 01/01/19                                            $  20,000        $  20,625
  Series O,
    7.400% 01/01/01                                                1,675            1,801
  Series Z,
    5.500% 01/01/20(c)                                            39,000           39,439
 IL State Development Finance Authority,
  Commonwealth Edison Co. Project:
  Series D,
    6.750% 03/01/15                                                3,400            3,727
  Series 1991,
    7.250% 06/01/11                                                5,625            6,089
 IN Sullivan Pollution Control, Merom
  Station, Hoosier Energy Rural Electric
  Power Loop, Inc., Series 1991,
    7.100% 04/01/19                                               10,000           10,863
 KY Jefferson County Pollution Control
  Revenue, Louisville Gas and Electric Co.,
  Series A,
    7.450% 06/15/15                                                  750              834
 KY Trimble County,
  Louisville Gas and Electric Co.,
  Series B,
    6.550% 11/01/20                                                  870              936
 NE Omaha Public Power System, Electric
  System, Series 1993-C,
    5.500% 02/01/14                                               20,000           20,300
 NV Clark County Industrial Development,
  Nevada Power Company, Series 1990,
    7.800% 06/01/20                                                4,250            4,861
 NY State Energy Research and
  Development Authority,
  Consolidated Edison Co.:
    6.750% 01/15/27                                                4,265            4,489
    7.500% 01/01/26                                                4,250            4,680
  Edison Project,
    5.250% 08/15/20                                               23,500           22,413
  Rochester Gas and Electric Project, Series B,
    6.500% 05/15/32                                                7,800            8,151
 NY State Power Authority,
  Series V,
    8.000% 01/01/17                                                  400              439
</TABLE>

                                       42

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
 <S>                                                             <C>              <C>
 OH State Air Quality Development Authority,
  Ohio Power Co. Project,
  Series B,
    7.400% 08/01/09                                              $     450        $    485
 SC State Public Service Authority:
  Series C,
    5.125% 01/01/21                                                23,300           22,193
  Series 1986-C,
    7.300% 07/01/21                                                 1,950            2,028
  Series 1993 C:
    5.000% 01/01/25                                                10,000            9,313
    5.125% 01/01/32                                                27,150           25,250
 SD Heartland Consumer's Power District,
  Series 1992,
    6.000% 01/01/12                                                 3,650            3,896
 TX Austin Utilities System Revenue,
    6.750% 05/15/12(c)                                              3,500            3,741
 TX Brazos River Authority,
  Houston Light and Power Co.,
  Series A:
    6.700% 03/01/17                                                12,140           13,354
    7.625% 05/01/19                                                   900              992
 TX Brownsville,  Series 1995,
    5.250% 09/01/15                                                 7,345            7,152
 TX San Antonio Electric and Gas System,
  Series 1989-A,
    (a)   02/01/05                                                  5,850            3,729
    5.000% 02/01/12                                                25,000           24,313
 TX State Municipal Power Agency,
    5.000% 09/01/11                                                17,675           16,902
 UT Intermountain Power Agency,
  State Power Supply:
  Series A,
    (a)   07/01/17                                                19,000            5,629
  Series B,
    7.625% 07/01/08                                                  100              109
 VA Alexandria Industrial Development
  Authority, Potomac Electric Project,
    5.375% 02/15/24                                               24,250           23,250
 WA Chelan County Public Utilities
  District Number 001 Consolidate,
  Series 1989-A Division I,
    7.750% 07/01/21                                                 4,500            4,967
 WA State Public Power Linked Aces,
    5.400% 07/01/12                                                14,000           13,230
</TABLE>

                                       43

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                                              PAR            VALUE  
- -----------------------------------------------------------------------------------------
<S>                                                            <C>             <C>
UTILITY - CONT.
 MUNICIPAL ELECTRIC - CONT.
 WA State Public Power Supply, Series B,
    5.625% 07/01/12                                            $  13,030       $   12,835
 WA Tacoma Electric System:
  RIB (variable rate):
    6.514% 01/02/15                                               12,000           12,720
    8.790% 01/02/15                                               10,000           11,238 
                                                                                 --------
                                                                                  436,924 
                                                                                 --------

 .........................................................................................
WATER & SEWER - 8.4%
 FL Orlando Utilities Commission, Series A,
    5.000% 10/01/20                                               15,000           13,969
 FL Reedy Creek Improvement District,
  Series 1,
    5.000% 10/01/19                                               23,190           21,886
 GA De Kalb County Water & Sewer
  Redevelopment, Series 1993,
    5.250% 10/01/23                                               30,905           29,939
 ID State Water Resource Board,
  Boise Water Corporation Series 1991,
    7.250% 12/01/21                                                6,000            6,533
 IL Southwestern Illinois Development
  Authority, Sewer Facilities, Monsanto
  Company, Series 1991,
    7.300% 07/15/15                                                3,000            3,431
 LA Public Facility Belmont Water,
  Authority,
    9.000% 03/15/24                                                1,460            1,538
 MA State Water Resources Authority:
  Series B:
    5.000% 03/01/22                                               36,200           33,847
    5.250% 03/01/13                                               12,500           12,188
  Series C:
    4.750% 12/01/23                                               15,680           14,014
    5.250% 12/01/15                                               24,825           24,297
 MS Five Lakes Utility District,
    8.250% 07/15/24                                                  760              789
 NJ Union County Utilities Authority,
  Solid Waste System, Series 1991-A,
    7.200% 06/15/14                                                8,350            8,872
</TABLE>

                                       44

<PAGE>
                     Investment Portfolio/November 30,1995
 ................................................................................
<TABLE>
 <S>                                                           <C>             <C>
 NY New York City Municipal Water
  Finance Authority, Water and Sewer System:
   Series 1986-A,
    6.000% 06/15/25                                            $  16,000       $   16,500
   Series 1991 C,
    5.500% 06/15/15                                                   10               10
   Series 1992-C,
    6.500% 06/15/21                                                7,955            8,243
   Series 1994-B,
    5.375% 06/15/19                                               10,350           10,156
 NY State Energy Research and
  Development Authority,
    6.100% 05/15/20                                                5,000            5,225
 NY Suffolk County Water Authority,
    7.375% 06/01/12                                                   20               22
 TN Jackson Water and Sewer Revenue,
  Series 1984,
    10.375% 07/01/12                                               1,090            1,315
 TX Coastal Industrial Water Authority,
  Bayport Water System, Series 1978,
    7.000% 12/15/03                                                2,400            2,400
 TX Houston Water and Sewer System Revenue:
  1991-B,
    6.750% 12/01/08                                                2,155            2,354
  1992-B:
    5.000% 12/01/18                                               24,755           22,929
    6.375% 12/01/14                                               17,000           18,020
  1992-C,
    (a)   12/01/12                                                32,000           12,400
  1995-A,
    6.200% 12/01/20                                                8,700            9,135

 UT Associated Municipal Power System,
  Hunter Project, Series A,
    5.500% 07/01/12                                                8,000            7,999
 VA Roanoke County Water System,
    5.000% 07/01/21                                               10,000            9,363
 WA Seattle Water System,
    5.250% 12/01/23                                                5,000            4,800 
                                                                               ----------
                                                                                  302,174 
                                                                               ----------

 TOTAL MUNICIPAL BONDS (cost of $3,273,766)                                     3,516,158              
                                                                               ----------
</TABLE>

                                       45

<PAGE>

INVESTMENT PORTFOLIO/NOVEMBER 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
OPTIONS - 0.0%                                            CONTRACTS      VALUE
- --------------------------------------------------------------------------------
<S>                                                       <C>         <C>
December 1995 Municipal Bond Puts,
Strike price 116, expiration 12-19-95, (cost of $798)      100,000    $      516
- --------------------------------------------------------------------------------

TOTAL INVESTMENTS - 98.2% (cost of $3,274,564)(j)                      3,516,674
                                                                      ----------
OTHER ASSETS & LIABILITIES, NET- 1.8%                                     63,343
- --------------------------------------------------------------------------------

NET ASSETS - 100.0%                                                   $3,580,017
                                                                      ==========
</TABLE>

NOTES TO INVESTMENT PORTFOLIO:
- --------------------------------------------------------------------------------

(a)   Zero coupon bond.
(b)   This security has been purchased on a delayed delivery basis for
      settlement at a future date beyond the customary settlement time.
(c)   These securities, or a portion thereof, with a total market value of
      $129,903 are being used to collateralize open futures contracts.
(d)   Non-income producing.
(e)   This is a restricted security which was acquired on April 2, 1990 at a
      cost of $320. This security represents 0.0% of the Fund's net assets at
      November 30, 1995.
(f)   Security is exempt from registration under rule 144-A of the Securities
      Act of 1933. These securities may be resold in transactions exempt from
      registration, normally to qualified institutional buyers. At year end, the
      value of these securities amounted to $73,028 or 2.0% of net assets.
(g)   Accrued interest accumulates in the value of the security and is payable
      at redemption.
(h)   The Fund has been informed that each issuer has placed direct obligations
      of the U.S. Government in an irrevocable trust, solely for the payment of
      the interest and principal.
(i)   This security is being used to collateralize the delayed delivery
      purchases indicated in note (b) above.
(j)   Cost for federal income tax purposes is $3,275,991.

                     Acronym                        Name
                     -------                        ----
                       RIB                 Residual Interest Bond

Short futures contracts open at November 30, 1995:

<TABLE>
<CAPTION>
                      Par value                                      Unrealized
                      covered by              Expiration            depreciation
  Type                contracts               month                  at 11/30/95
- --------------------------------------------------------------------------------
<S>                   <C>                     <C>                   <C>
  Municipal bond      $ 84,000                  March                 $  6,020
</TABLE>


See notes to financial statements.


                                  46

<PAGE>
STATEMENT OF ASSETS & LIABILITIES
NOVEMBER 30, 1995

(In thousands except for per share amounts and footnotes)

<TABLE>
<S>                                                            <C>             <C>
ASSETS
Investments at value (cost $3,274,564) ......................................  $3,516,674

Receivable for:
  Interest ................................................    $67,444
  Investments sold ........................................     38,470
  Fund shares sold ........................................        886
  Other ...................................................         88            106,888
                                                               -------         ----------
    Total Assets ............................................................   3,623,562

LIABILITIES
Payable for:
  Investments purchased ...................................     19,874
  Distributions ...........................................     16,425
  Fund shares repurchased .................................      3,575
  Variation margin on futures .............................        630
Payable to custodian bank .................................       2,867
Accrued:
  Management fee ..........................................         16
  Deferred Trustees fees ..................................         17
  Other ...................................................        141
                                                               -------
    Total Liabilities .......................................................      43,545
                                                                               ----------

NET ASSETS ..................................................................  $3,580,017
                                                                               ----------
Net asset value & redemption price per share -
Class A ($3,110,773/226,745) ................................................      $13.72
                                                                               ==========
Maximum offering price per share - Class A
($13.72/0.9525) .............................................................      $14.40  (a)
                                                                               ----------
Net asset value & offering price per share -
Class B ($469,244/34,196) ...................................................      $13.72  (b)
                                                                               ==========
COMPOSITION OF NET ASSETS
Capital paid in .............................................................  $3,423,001
Undistributed net investment income .........................................       2,504
Accumulated net realized loss ...............................................     (81,578)
Net unrealized appreciation (depreciation) on:
  Investments ...............................................................     242,110
  Open futures contracts ....................................................      (6,020)
                                                                               ----------
                                                                               $3,580,017
                                                                               ==========
</TABLE>

(a)  On sales of $50,000 or more the offering price is reduced.
(b)  Redemption price per share is equal to net asset value less any applicable
     contingent deferred sales charge.


See notes to financial statements.


                                       47

<PAGE>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED NOVEMBER 30, 1995

(in thousands)
<TABLE>
<S>                                                                  <C>               <C>
INVESTMENT INCOME
Interest ............................................................................  $239,927

EXPENSES
Management fee .................................................     $19,170
Service fee ....................................................       8,770
Distribution fee - Class B .....................................       3,436
Transfer agent .................................................       5,668
Bookkeeping fee ................................................         765
Trustees fee ...................................................         142
Custodian fee ..................................................         167
Audit fee ......................................................          89
Legal fee ......................................................         306
Registration fee ...............................................          55
Reports to shareholders ........................................          46
Other ..........................................................         208             38,822
                                                                     -------           --------
       Net Investment Income ........................................................   201,105
                                                                                       ========
NET REALIZED & UNREALIZED GAIN (LOSS) ON PORTFOLIO POSITIONS
Net realized gain (loss) on: 
Investments ....................................................      26,341
Closed futures contracts .......................................     (43,520)
                                                                    --------
      Net realized loss .............................................................   (17,179)

Net unrealized appreciation (depreciation)
during the period on:
Investments ....................................................      429,047
Open futures contracts .........................................       (5,640)
                                                                     --------
      Net Unrealized Gain ...........................................................   423,407
                                                                                       --------
            Net Gain ................................................................   406,228
                                                                                       --------
Net Increase in Net Assets from Operations ..........................................  $607,333
                                                                                       ========
</TABLE>


See notes to financial statements.


                                       48

<PAGE>
STATEMENT OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                                      Year ended
(in thousands)                                                        November 30
                                                            -----------------------------
INCREASE (DECREASE) IN NET ASSETS                               1995               1994
<S>                                                         <C>                 <C>
Operations:
Net investment income ...............................       $  201,105          $ 216,397
Net realized loss ...................................          (17,179)           (59,241)
Net unrealized appreciation (depreciation) ..........          423,407           (420,951)
                                                            ----------          ---------
    Net Increase (Decrease) from Operations .........          607,333           (263,795)
Distributions:
From net investment income - Class A ................         (177,765)          (190,943)
From net investment income - Class B ................          (23,492)           (24,339)
                                                            ----------          ---------
                                                               406,076           (479,077)
                                                            ----------          ---------
Fund Share Transactions:
Receipts for shares sold - Class A ..................          395,136            325,549
Receipts for shares issued in the acquisition
 of Liberty Financial Tax-Free Bond Fund ............          224,575             ----   
Value of distributions reinvested - Class A .........           98,351            107,226
Cost of shares repurchased - Class A ................         (817,386)          (515,463)
                                                            ----------          ---------
                                                               (99,324)           (82,688)
                                                            ----------          ---------
Receipts for shares sold - Class B ..................           34,958            122,043
Value of distributions reinvested - Class B .........           13,028             13,678
Cost of shares repurchased - Class B ................          (72,909)           (62,729)
                                                            ----------          ---------
                                                               (24,923)            72,992
                                                            ----------          ---------
    Net Decrease from
       Fund Share Transactions ......................         (124,247)            (9,696)
                                                            ----------          ---------
        Total Increase (Decrease) ...................          281,829           (488,773)

NET ASSETS
Beginning of period .................................        3,298,188          3,786,961
                                                            ----------          ---------
End of period (including undistributed net
  investment income of $2,504 and $1,059,
  respectively) .....................................       $3,580,017         $3,298,188
                                                            ==========         ==========
NUMBER OF FUND SHARES
Sold - Class A ......................................           30,093             24,361
Issued in the acquisition of Liberty
 Financial Tax-Free Bond Fund .......................           17,000             ----
Issued for distributions reinvested - Class A .......            7,510              8,084
Repurchased - Class A ...............................          (62,434)           (39,148)
                                                            ----------          ---------
                                                                (7,831)            (6,703)
                                                            ----------          ---------
Sold - Class B ......................................            2,673              9,017
Issued for distributions reinvested - Class B .......              996              1,033
Repurchased - Class B ...............................           (5,573)            (4,820)
                                                            ----------          ---------
                                                                (1,904)             5,230
                                                            ----------          ---------
</TABLE>


See notes to financial statements.


                                       49

<PAGE>
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1995

NOTE 1. ACCOUNTING POLICIES
ORGANIZATION:  Colonial Tax-Exempt Fund (the Fund), a series of Colonial Trust
IV, is a diversified portfolio of a Massachusetts business trust, registered
under the Investment Company Act of 1940, as amended, as an open-end management
investment company.  The Fund may issue an unlimited number of shares.  The Fund
offers Class A shares sold with a front-end sales charge and Class B shares
which are subject to an annual distribution fee and a contingent deferred sales
charge.  Class B shares will convert to Class A shares when they have been
outstanding approximately eight years.  The following significant accounting
policies are consistently followed by the Fund in the preparation of its
financial statements and conform to generally accepted accounting principles.

SECURITY VALUATION AND TRANSACTIONS:  Debt securities generally are valued by a
pricing service based upon market transactions for normal, institutional-size
trading units of similar securities.  When management deems it appropriate, an
over-the-counter or exchange bid quotation is used.

Options are valued at the last reported sale price, or in the absence of a sale,
the mean between the last quoted bid and asking price.

Futures contracts are valued based on the difference between the last sale price
and the opening price of the contract.

Short-term obligations with a maturity of 60 days or less are valued at
amortized cost.

Portfolio positions which cannot be valued as set forth above are valued at fair
value under procedures approved by the Trustees.

Security transactions are accounted for on the date the securities are
purchased, sold or mature.

Cost is determined and gains and losses are based upon the specific
identification method for both financial statement and federal income tax
purposes.

The Fund may trade securities on other than normal settlement terms.  This may
increase the risk if the other party to the transaction fails to deliver and
causes the Fund to subsequently invest at less advantageous prices.

DETERMINATION OF CLASS NET ASSET VALUES AND FINANCIAL HIGHLIGHTS:  All income,
expenses (other than the Class B distribution fee), realized and unrealized
gains (losses), are allocated to each class proportionately on a daily basis for
purposes of determining the net asset value of each class.

Class B per share data and ratios are calculated by adjusting the expense and
net investment income per share data and ratios for the Fund for the entire
period by the annualized distribution fee applicable to Class B shares only.

FEDERAL INCOME TAXES:  Consistent with the Fund' policy to qualify as a
regulated investment company and to distribute all of its taxable and tax-exempt
income, no federal income tax has been accrued.


                                       50


<PAGE>

NOTES TO FINANCIAL STATEMENTS/NOVEMBER 30, 1995

INTEREST INCOME, DEBT DISCOUNT AND PREMIUM: Interest income is recorded on the
accrual basis.  Original issue discount is accreted to interest income over the
life of a security with a corresponding increase in the cost basis; market
discount is not accreted.  Premium is amortized against interest income with a
corresponding decrease in the cost basis.

DISTRIBUTIONS TO SHAREHOLDERS:  The Fund declares and records distributions
daily and pays monthly.

The character of income and gains to be distributed are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.  Reclassifications are made to the Fund's capital accounts to
reflect income and gains available for distribution (or available capital loss
carryovers) under income tax regulations.

- --------------------------------------------------------------------------------
NOTE 2.  FEES AND COMPENSATION PAID TO AFFILIATES
MANAGEMENT FEE:  Colonial Management Associates, Inc. (the Adviser) is the
investment Adviser of the Fund and furnishes accounting and other services and
office facilities for a monthly fee based on each Fund's pro rata portion of
the combined average net assets of the Fund, Colonial Tax-Exempt Insured Fund
and Colonial High Yield Municipal Fund as follows:

<TABLE>
<CAPTION>
          Average Net Assets                          Annual Fee Rate
          ------------------                          ---------------
          <S>                                         <C>
          First $1 billion..........................       0.60%
          Next  $2 billion..........................       0.55%
          Next  $1 billion..........................       0.50%
          Over  $4 billion..........................       0.45%
</TABLE>

Effective July, 1, 1995 the management fee applicable to the Fund was reduced by
0.05% annually of the average net assets of the Fund between $2 billion and $3
billion.

In addition, a further reduction will be made based on the following schedule:

<TABLE>
<CAPTION>
                                                       Cumulative Annualized
          Effective Date                                      Reduction
          --------------                               ---------------------
          <S>                                          <C>
          January 1, 1996...........................            0.01%
          April 1, 1996.............................            0.02%
          July 1, 1996..............................            0.03%
          October 1, 1996...........................            0.04%
</TABLE>

BOOKKEEPING FEE:  The Adviser provides bookkeeping and pricing services for
$27,000 per year plus a percentage of the Funds average net assets as follows:

<TABLE>
<CAPTION>

          Average Net Assets                          Annual Fee Rate
          ------------------                          ---------------
          <S>                                         <C>
          First $50 million.........................     No charge
          Next  $950 million........................       0.035%
          Next  $1 billion..........................       0.025%
          Next  $1 billion..........................       0.015%
          Over  $3 billion..........................       0.001%
</TABLE>


                                       51


<PAGE>

NOTES TO FINANCIAL STATEMENTS/NOVEMBER 30, 1995

NOTE 2.  FEES AND COMPENSATION PAID TO AFFILIATES - CONT.
TRANSFER AGENT:  Colonial Investors Service Center, Inc. (the Transfer Agent),
an affiliate of the Adviser, provides shareholder services for a monthly fee
equal to 0.14% annually of the Funds average net assets and receives a
reimbursement for certain out of pocket expenses.

UNDERWRITING DISCOUNTS, SERVICE AND DISTRIBUTION FEES:  Colonial Investment
Services, Inc. (the Distributor), an affiliate of the Adviser, is the Funds
principal underwriter.  During the year ended November 30, 1995, the Fund
has been advised that the Distributor retained net underwriting discounts of
$242,944 on sales of the Funds Class A shares and received contingent 
deferredred sales charges (CDSC) of $1,471,600 on Class B share redemptions.

The Fund has adopted a 12b-1 plan which requires it to pay the Distributor a
service fee equal to 0.25% annually of the Fund's net assets as of the 20th of
each month. The plan also requires the payment of a distribution fee to the
Distributor equal to 0.75% of the average net assets attributable to Class B
shares.

The CDSC and the fees received from the 12b-1 plan are used principally as
repayment to the Distributor for amounts paid by the Distributor to dealers
who sold such shares.

OTHER:  The Fund pays no compensation to its officers, all of whom are employees
of the Adviser.

The Fund's Trustees may participate in a deferred compensation plan which may be
terminated at any time.  Obligations of the plan will be paid solely out of the
Fund's assets.

- --------------------------------------------------------------------------------
NOTE 3.  PORTFOLIO INFORMATION
INVESTMENT ACTIVITY:  During the year ended November 30, 1995, purchases and
sales of investments, other than short-term obligations, were $1,398,255,135 and
$1,804,419,689, respectively.

Unrealized appreciation (depreciation) at November 30, 1995, based on cost of
investments for federal income tax purposes was:

<TABLE>
                 <S>                               <C>
                 Gross unrealized appreciation...  $ 270,462,739
                 Gross unrealized depreciation...    (29,780,191)
                                                   -------------
                   Net unrealized appreciation...  $ 240,682,548
                                                   =============
</TABLE>

CAPITAL LOSS CARRYFORWARDS:   At November 30, 1995, capital loss carryforwards
available (to the extent provided in regulations) to offset future realized
gains were approximately as follows:

<TABLE>
<CAPTION>
                  Year of                      Capital loss
                 expiration                    carryforward
                 ----------                    ------------
                 <S>                           <C>
                    1999...................    $ 3,641,000
                    2001...................      1,897,000
                    2002...................     61,394,000
                    2003...................      4,486,000
                                               -----------
                                               $71,418,000
                                               ===========
</TABLE>


                                       52

<PAGE>

NOTES TO FINANCIAL STATEMENTS/NOVEMBER 30, 1995

Of the loss carryforwards expiring in 2001 and 2002, $1,897,000 and $3,200,000,
respectively, were acquired in the merger with Liberty Financial Tax-Free Bond
Fund.  Their availability may be limited in a given year.

Expired capital loss carryforwards, if any, are recorded as a reduction of
capital paid in.

To the extent loss carryforwards are used to offset any future realized gains,
it is unlikely that such gains would be distributed since they may be taxable to
shareholders as ordinary income.

OTHER:  The Fund has greater than 10% of its net assets at November 30, 1995
invested in New York.

There are certain risks arising from geographic concentration in any state.
Certain revenue or tax related events in a state may impair the ability of
certain issuers of municipal securities to pay principal and interest on their
obligations.

The Fund may focus its investments in certain industries, subjecting it to
greater risk than a fund that is more diversified.

The Fund may invest in municipal and Treasury bond futures contracts and
purchase and write options on futures.  The Fund will invest in these
instruments to hedge against the effects of changes in value of portfolio
securities due to anticipated changes in interest rates and/or market
conditions, for duration management, or when the transactions are economically
appropriate to the reduction of risk inherent in the mangement of the Fund and
not for trading purposes.  The use of futures contracts and options involves
certain risks, which include (1) imperfect correlation between the price
movement of the instruments and the underlying securities, (2) inability to
close out positions due to different trading hours or the temporary absence of a
liquid market for either the instrument or the underlying securities or (3) an
inaccurate prediction by the Adviser of the future direction of interest rates.
Any of these risks may involve amounts exceeding the amount recognized in the
Fund's Statement of Assets and Liabilities at any given time.
- --------------------------------------------------------------------------------
NOTE 4.  MERGER INFORMATION
On March 24, 1995 Liberty Financial Tax-Free Bond Fund (LFTFBF) was merged into
the Fund by a non-taxable exchange of 17,000,007 Class A shares of the Fund
(value at $224,575,100) for 21,866,611 of LFTFBF shares then outstanding.  The
assets of LFTFBF acquired included unrealized appreciation of $7,546,857.  The
aggregate net assets of the Fund and LFTFBF immediately after the merger were
$3,663,697,413.


                                       53


<PAGE>

                              FINANCIAL HIGHLIGHTS

Selected data for a share of each class outstanding throughout each period are 
as follows:


<TABLE>
<CAPTION>
                                                         YEAR ENDED NOVEMBER 30
                                        ----------------------------------------------------------
                                                 1995                            1994
                                         CLASS A         CLASS B         CLASS A         CLASS B
                                        ---------       ---------       ---------       ---------        
<S>                                     <C>             <C>             <C>             <C>        
Net asset value --
  Beginning of period ..............    $  12.180       $  12.180       $  13.920       $  13.920
                                        ---------       ---------       ---------       ---------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income ..............        0.771           0.673           0.795           0.695
Net realized and unrealized
  gain (loss) ......................        1.535           1.535          (1.744)         (1.744)
                                        ---------       ---------       ---------       ---------
    Total from Investment 
       Operations ..................        2.306           2.208          (0.949)         (1.049)
                                        ---------       ---------       ---------       ---------
LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS:
From net investment income .........      (0.766)         (0.668)         (0.791)         (0.691)
From capital paid in ...............        ----            ----            ----            ----
                                        ---------       ---------       ---------       ---------
Total from distributions
  declared to shareholders .........      (0.766)         (0.668)         (0.791)         (0.691)
                                        ---------       ---------       ---------       ---------
Net asset value --
  End of period ....................   $  13.720       $  13.720       $  12.180       $  12.180
                                        ---------       ---------       ---------       ---------
Total return (b) ...................       19.35%          18.47%          (7.08%)         (7.78%)
                                        ---------       ---------       ---------       ---------
RATIOS TO AVERAGE NET ASSETS
Expenses ...........................        1.01%(c)        1.76%(c)        1.01%           1.76%
Net investment income ..............        5.82%(c)        5.07%(c)        6.00%           5.25%
Portfolio turnover .................          41%             41%             56%             56%
Net assets at end of period
  (in millions) ....................   $   3,111       $     469       $   2,858       $     440

</TABLE>

(a)  Class B shares were initially offered on May 5, 1992. Per share amounts
     reflect activity from that date.
(b)  Total return at net asset value assuming all distributions reinvested
     and no initial sales charge or contingent deferred sales charge.
(c)  The benefits derived from custody credits and directed brokerage
     arrangements had no impact.  Prior year ratios are net of benefits 
     received, if any.  
(d)  Not annualized.
(e)  Annualized.
(f)  Because of differences between book and tax basis accounting, there was no 
     return of capital for federal income tax purposes.

                                       54


        
                       



<PAGE>
                        FINANCIAL HIGHLIGHTS - continued


<TABLE>
<CAPTION>

                             YEAR ENDED NOVEMBER 30
- -------------------------------------------------------------------------------
          1993                        1992                        1991
CLASS A         CLASS B      CLASS A        CLASS B(a)          CLASS A
- -------         -------      -------        ----------          --------
<S>             <C>          <C>            <C>                 <C>
$13.480         $13.480      $13.190          $13.230            $12.890
- -------         -------      -------          -------            -------

  0.842           0.740        0.913            0.462              0.955

  0.451           0.451        0.277            0.248              0.305
- -------         -------      -------          -------            -------

  1.293           1.191        1.190            0.710              1.260
- -------         -------      -------          -------            -------

 (0.853)         (0.751)      (0.900)          (0.460)            (0.955)
  ----            ----          ----            ----              (0.005)(f)
- -------         -------      -------           ------            -------

 (0.853)         (0.751)      (0.900)          (0.460)            (0.960)
- -------         -------      -------          -------            -------

$13.920         $13.920      $13.480          $13.480            $13.190
- -------         -------      -------          -------            -------
  9.80%           9.00%        9.29%            9.29% (d)          10.12%
- -------         -------      -------          -------            --------

  1.02%           1.77%        1.05%            1.80% (e)           1.03%   
  6.06%           5.31%        6.81%            6.06% (e)           7.29%
    28%             28%          14%              14%                 10%

$ 3,357         $   430      $ 2,899          $   137             $ 2,486

- -----------------------------------------------------------------------------
</TABLE>
Federal income tax information (unaudited)
All of the distributions will be treated as exempt 
income for federal income tax purposes.

                                       55

         

<PAGE>
                  REPORT OF INDEPENDENT ACCOUNTANTS

TO THE TRUSTEES OF COLONIAL TRUST IV AND SHAREHOLDERS OF
   COLONIAL TAX-EXEMPT FUND

     In our opinion, the accompanying statement of assets and liabilities,
including the investment portfolio, and the related statements of operations and
of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Colonial Tax-Exempt Fund (a series
of Colonial Trust IV) at November 30, 1995, the results of its operations, the
changes in its net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting principles. These
financial statements and the financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of portfolio positions
at November 30, 1995 by correspondence with the custodian and brokers, and the
application of alternative auditing procedures where confirmations from brokers
were not received, provide a reasonable basis for the opinion expressed above.



PRICE WATERHOUSE LLP
- --------------------
PRICE WATERHOUSE LLP
Boston, Massachusetts
January 12, 1996


                                
                        COLONIAL TRUST IV
                      Cross Reference Sheet
                Colonial Tax-Exempt Insured Fund
                ---------------------------------

                             Location or Caption in Statement
Item Number of Form N-1A     of Additional Information
                             
Part B                       
                             
    10.                      Cover Page
    11.                      Table of Contents
    12.                      Not Applicable
    13.                      Investment Objective and
                             Policies; Fundamental Investment
                             Policies; Other Investment
                             Policies; Miscellaneous
                             Investment Practices; Portfolio
                             Turnover
    14.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    15.                      Fund Charges and Expenses
    16.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    17.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    18.                      Shareholder Meetings
    19.                      How to Buy Shares; Determination
                             of Net Asset Value; Suspension of
                             Redemptions; Special Purchase
                             Programs/Investor Services;
                             Programs for Reducing or
                             Eliminating Sales Charge; How to
                             Sell Shares; How to Exchange
                             Shares
    20.                      Taxes
    21.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    22.                      Fund Charges and Expenses;
                             Investment Performance;
                             Performance Measures
    23.                      Independent Accountants



                        COLONIAL TAX-EXEMPT INSURED FUND
                       Statement of Additional Information
   
                                 March 29, 1996
    

   
This Statement of Additional Information (SAI) contains information which may be
useful to  investors  but which is not  included in the  Prospectus  of Colonial
Tax-Exempt  Insured 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 March 29,  1996.  This 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
      Investment Objectives and Policies
      Fundamental Investment Policies
      Other Investment Policies
      Portfolio Turnover
      Fund Charges and Expenses
      Investment Performance
      Custodian
      Independent Accountants
    

      Part 2
   
      Miscellaneous Investment Practices
      Taxes
      Management of the Colonial Funds
      Determination of Net Asset Value
      How to Buy Shares
      Special Purchase Programs/Investor Services
      Programs for Reducing or Eliminating Sales Charges
      How to Sell Shares
      Distributions
      How to Exchange Shares
      Suspension of Redemptions
      Shareholder Meetings
      Performance Measures
      Appendix I
      Appendix II
    



   
TI--0396
    

                                     Part 1

                        COLONIAL TAX-EXEMPT INSURED FUND
                       Statement of Additional Information
   
                                 March 29, 1996
    

DEFINITIONS

   
    "Fund"     Colonial Tax-Exempt Insured Fund
    "Trust"    Colonial Trust IV
    "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 shareholder
                 services and transfer agent
    

INVESTMENT OBJECTIVES AND POLICIES
   
The Fund's Prospectus  describes the Fund's investment  objectives and 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: 
    

   
           Forward Commitments
           Repurchase Agreements
           Options on Securities
           Futures Contracts and Related Options
    

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

FUNDAMENTAL INVESTMENT POLICIES
The Investment  Company Act of 1940 (Act) provides that a "vote of a majority of
the outstanding  voting  securities" means the affirmative vote of the lesser of
(1) more than 50% of the  outstanding  shares of the Fund, or (2) 67% or more of
the shares present at a meeting if more than 50% of the  outstanding  shares are
represented  at the  meeting in person or by proxy.  The  following  fundamental
investment policies can not 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,  the
     Fund 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 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;
7.   Not  concentrate  more than 25% of its total assets in any one industry or,
     with  respect to 75% of net  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; and
8.   Will, under normal  circumstances,  invest at least 80% of its total assets
     in tax-exempt securities.

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 Trust 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 be invested in securities which are restricted as to
     disposition; and
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 is otherwise permitted to acquire.
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 in 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
    
                    Year ended November 30
   
                   1995                 1994
                   ----                 ----
                    31%                  36%
    

FUND CHARGES AND EXPENSES
   
Under the Fund's management agreement,  the Trust pays the Adviser a monthly fee
based on the average  daily net assets  allocated  among the Fund,  the Colonial
Tax-Exempt  Fund and the Colonial  High Yield  Municipal  Fund at the  following
annual rates: 0.60% on the first $1 billion, 0.55% of the next $2 billion, 0.50%
of the next $1 billion and 0.45% of any excess over $4 billion.
    

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

                                              Year ended November 30
                                              ----------------------
                                            1995       1994      1993
                                            ----       ----      ----
Management fee                             $1,544     $1,506    $1,469
Bookkeeping fee                               108        106       103
Shareholder service and transfer agent fee    452        436       424
12b-1 fees:
  Service fee                                 699        685       666
  Distribution fee (Class B)                  364        372       239
    

   
    

   
Brokerage Commissions(dollars in thousands)
    

   
                             Year ended November 30
                                 1995 1994 1993
Total commissions                          $7          $2         $0
Directed transactions (a )                  0           0          0
Commissions on directed transactions        0           0          0
    

   
(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 November 30, 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 The    Retirement Benefits    Estimated Annual    The Trustees For The
                           Fiscal Year Ended    Accrued As Part Of     Benefits Upon       Calendar Year Ended
Trustee                    November 30, 1995    Fund Expense           Retirement          December 31, 1995(b)
- -------                    -----------------    ------------           ----------          --------------------
<S>                        <C>                  <C>                    <C>                 <C>
Robert J. Birnbaum (c)     $1,403               -----                  -----                $ 71,250
Tom Bleasdale               2,154(d )           -----                  -----                  98,000 (e )
Lora S. Collins             1,998               -----                  -----                  91,000
James E. Grinnell (c)       1,405                                                             71,250
William D. Ireland, Jr.     2,478               -----                  -----                 113,000
Richard W. Lowry (c)        1,402                                                             71,250
William E. Mayer            1,999               -----                  -----                  91,000
James L. Moody, Jr.         2,240 (f )          -----                  -----                  94,500 (g )
John J. Neuhauser           1,999               -----                  -----                  91,000
George L. Shinn             2,256               -----                  -----                 102,500
Robert L. Sullivan          2,219               -----                  -----                 101,000
Sinclair Weeks, Jr.         2,459               -----                  -----                 112,000
    
</TABLE>

   
(b)  At December 31, 1995, the Colonial  Funds complex  consisted of 33 open-end
     and 5 closed-end management investment company portfolios.
(c)  Elected as a Trustee of the Colonial Funds complex on April 21, 1995.
(d)  Includes $1,075 payable in later years as deferred compensation.
(e)  Includes $49,000 payable in later years as deferred compensation.
(f)  Includes $1,580 payable in later years as deferred compensation.
(g)  Total compensation of $94,500 for the calendar year ended December 31, 1995
     will be payable in later years as deferred compensation.
    

   
The  following  table  sets  forth the  amount of  compensation  paid to Messrs.
Birnbaum, Grinnell and Lowry in their capacities as Trustees or Directors of the
Liberty  All-Star Equity Fund and 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 (h):
    

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

   
(h)  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  into a new  portfolio of Colonial  Trust III.
     Prior  to  their  election  as  Trustees  of the  Colonial  Funds,  Messrs.
     Birnbaum,  Grinnell and Lowry served as Trustees of Liberty  Funds II; they
     continue to serve as Trustees or Directors of Liberty Funds I.
(i)  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).
(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 February  29,  1996,  the  officers and Trustees of the Fund as a group owned
less than 1% of the outstanding shares of the Fund.
    

   
At March 18, 1996,  Merrill Lynch,  Pierce,  Fenner & Smith,  Inc.,  Attn:  Book
Entry, Mutual Fund Operations, 4800 Deer Lake Drive, E. 3rd Floor, Jacksonville,
FL 32216 owned 5.35% of the Fund's outstanding Class A shares.
    

   
At February 29, 1996, there were 6,088 Class A and 1,182 Class B shareholders.
    

   
Sales Charges (dollars in thousands)
    

                                                          Class A Shares
   
                                                       Year ended November 30
                                                     1995      1994      1993

Aggregate initial sales charges on Fund share sales  $214      $384     $1,132
Initial sales charges retained by CISI
    

   
                                                    Class B Shares
                                                 Year ended November 30

                                                1995     1994      1993
                                                ----     ----      ----

Aggregate contingent deferred sales charges
(CDSC) on Fund redemptions retained by CISI    $161      $187      $66
    


12b-1 Plans, CDSC and Conversion of Shares
The Fund offers two classes of shares - Class A and Class B. The Fund may in the
future offer other classes of shares.  The Trustees  have  approved  12b-1 Plans
pursuant  to Rule 12b-1  under the Act.  Under the  Plans,  the Fund pays CISI a
service fee at an annual rate of 0.25% of average net assets  attributed to each
class of shares and a  distribution  fee at the annual  rate of 0.75% of average
net assets attributed to Class B shares.  CISI may use the entire amount of such
fees to defray  the cost of  commissions  and  service  fees  paid to  financial
service firms (FSFs) and for certain other purposes.  Since the distribution and
service fees are payable  regardless of the amount of 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 indirect financing of the distribution of Fund shares.
    

The Trustees  believe the Plans could be a significant  factor in the growth and
retention of Fund assets  resulting  in a more  advantageous  expense  ratio and
increased  investment  flexibility  which  could  benefit  each  class  of  Fund
shareholders.  The 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 Trust 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  of the  Trust 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  subject to a
CDSC if redeemed within six years after purchase. 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 November 30, 1995, were:
    

                                                 Class A Shares  Class B Shares
   
    Fees to FSFs                                    $558             $232
    Cost of sales material relating to the Fund
      (including printing and mailing expenses)       41               15
    Allocated travel, entertainment and other
      promotional expenses (including advertising)    40               20
    

INVESTMENT PERFORMANCE
   
The Fund's  Class A and Class B yields for the month ended  November  30,  1995,
were:
    

             Class A Shares                         Class B Shares
                        Tax-equivalent                         Tax-equivalent
      Yield                 Yield              Yield               Yield
   
      4.28%                  7.09%             3.74%                6.19%
    

   
The Fund's average annual total returns at November 30, 1995, were:
    

   
                                                 Class A Shares
                                     1 year          5 years        10 years
                                     ------          -------        --------
                                                     
     With sales charge of 4.75%      12.91%           6.72%          7.72%
     Without sales charge            18.55%           7.77%          8.25%
    

   
                                            Class B Shares
                                                       Since inception
                                1 year                5/5/92 to 11/30/95
     With applicable CDSC       12.68%(5.00% CDSC)       5.80%(3.00% CDSC)
     Without CDSC               17.68%                   6.52%
    

   
The Fund's Class A and Class B  distribution  rates at November 30, 1995,  which
are based on the most  recent  month's  distribution,  annualized,  and  maximum
offering price at the end of the month, were 4.68% and 4.18%, respectively.
    

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

CUSTODIAN
   
UMB, n.a. 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 have been so  incorporated,  and the schedule of financial
highlights in the Prospectus  has 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 27 of the November 30, 1995 Annual  Report are  incorporated  in
this SAI by reference.
    



<PAGE>
INVESTMENT PORTFOLIO/NOVEMBER 30, 1995 
(in thousands)

<TABLE>
<CAPTION>
MUNICIPAL BONDS  - 97.9%                     CURRENCY         PAR        VALUE
- --------------------------------------------------------------------------------
<S>                                           <C>          <C>           <C>
EDUCATION - 8.9%
AL State Higher Education Loan Corp.,
  Series 1994-C,
    5.850%     09/01/04 (a)                   $            $ 1,000       $ 1,049
IL Chicago Board of Education,
 General Obligation Lease Certificates,
  Series 1992-A,
    6.250%     01/01/15                       $              6,000         6,533
IL State University,
  Auxiliary Facilities System Series 1993,
    5.750%     04/01/14                       $              1,350         1,358
MA Health and Education Facilities:
  Harvard University,
    6.250%     04/01/20                       $              6,760         7,605
Northeastern University:
  Series 1988-B,
    7.600%     10/01/10                       $              1,000         1,104
  Series E,
    6.550%     10/01/22                       $              1,500         1,626
NH Higher Education and Health Facilities,
 University Systems of New Hampshire,
  Series 1992,
    6.250%     07/01/20                       $              2,000         2,093
NY State Dormitory Authority,
  Series 1993-A,
    6.000%     07/01/20                       $              3,000         3,232
PA State Higher Education Facilities
  Authority, Temple University, Series 1,
    6.500%     04/01/21                       $                250           264
UT State Municipal Finance Co-Operative
  Local Government, Pooled Capital
  Improvement,
    6.800%     05/01/12                       $              1,000         1,092
                                                                         -------
                                                                          25,956
                                                                         -------

- --------------------------------------------------------------------------------
GENERAL OBLIGATION - 10.3%
AZ Maricopa County School District,
  Number 8 Osborn,
    7.500%     07/01/08 (a)                   $               1,235         1,519
AZ Mohave County Unified High School
  District, Series B,
    8.500%     07/01/06 (a)                   $                250           327
DC District of Columbia,
  Series 1993-B1,
    5.500%     06/01/09                       $              1,000         1,006
</TABLE>


                                       6

<PAGE>
Investment Portfolio/November 30, 1995

<TABLE>
- --------------------------------------------------------------------------------
<S>                                            <C>         <C>           <C>
GA Columbia County School District,
  Series A,
    6.750%     04/01/08 (a)                     $            1,695       $ 1,973
IL Chicago Series A-2,
    6.250%     01/01/14 (b)                     $            4,000         4,260
IL Chicago Board of Education,
  Lease Certificates, Series 1992-A,
    6.000%     01/01/20                         $            2,000         2,107
IL Decatur,
    6.900%     10/01/14                         $              250           268
IL State Dedicated Tax,
  Civic Center, Series A,
    7.000%     12/15/13                         $              200           216
IN Whitko Middle School,
  Corporation First Mortgage, Series 1991,
    6.750%     07/15/12                         $            1,000         1,081
LA State, Series 1991,
    (c)        09/01/16                         $            2,000           607
MD Baltimore:
    7.000%     10/15/08                         $              300           358
    7.000%     10/15/09 (d)                     $            1,055         1,258
MI Big Rapids Public School District,
    5.625%     05/01/25                         $            2,725         2,725
MI Brighton Area School District,
  Series II,
    (c)        05/01/17                         $           10,340         3,115
MI Mona Shores School District,
    5.500%     05/01/14                         $            2,000         2,010
NV Las Vegas-Clark
  County Library District,
    7.500%     02/01/02 (d)                     $            1,000         1,147
PA Philadelphia School District, Series B,
    5.500%     09/01/25                         $            5,000         4,925
WA Bellevue Convention Center Authority,
    (c)        02/01/24                         $            5,000         1,000
                                                                         -------
                                                                          29,902
                                                                         -------

- --------------------------------------------------------------------------------
HEALTH - 11.4%
HOSPITALS - 10.6%
AZ Scottsdale Industrial Development
  Authority, Scottsdale Memorial Hospital,
  Series 1987-A,
    8.500%     09/01/17                         $              500           544
FL Dunedin Hospital, Mease Health Care,
    6.750%     11/15/11                         $              100           114
IL Health Facilities Authority:
  Methodist Health Services Corp.: 
  Series 1985-G,
    8.000%     08/01/15                         $              965         1,069
</TABLE>


                                       7

<PAGE>
Investment Portfolio/November 30, 1995

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MUNICIPAL BONDS  - CONT.                      CURRENCY       PAR         VALUE
- --------------------------------------------------------------------------------
<S>                                             <C>        <C>           <C>
HEALTH - CONT.
HOSPITALS - CONT.
  Series 1992-B, RIB (variable rate),
    9.467%     05/01/21                         $          $   500       $   578
Rockford Memorial Hospital, Series B,
    6.750%     08/15/18                         $               50            54
MA Health and Education Facilities:
  McLean Hospital, Series C,
    6.625%     07/01/15                         $              500           543
  New England Deaconess Hospital,
  Series D,
    6.875%     04/01/22                         $            2,500         2,741
  North Shore Medical Center, Series A,
    5.625%     07/01/14                         $           10,000        10,175
  Valley Regional Health System,
  Series C,
    7.000%     07/01/08 (d)                     $            1,585         1,837
MS State Hospital Equipment and
  Facilities Authority,
  Rush Medical Foundation Project,
    6.700%     01/01/18                         $              250           266
NV Reno Hospital, St. Mary's Regional
  Medical Center, Series 1991-A,
    6.700%     07/01/21                         $            1,000         1,082
OK State Industrial Authority:
  Baptist Medical Center:
  Series A,
    7.000%     08/15/14                         $              150           161
  Series C,
    7.000%     08/15/04 (a)                     $            1,500         1,723
TN Knox City Health, Education and
  Housing Facilities,
    5.250%     01/01/15                         $            5,000         4,881
TX Harris County Health Facilities
  Development Corp.,
  Texas Children's Hospital, Series A,
    7.000%     10/01/19                         $               50            56
WI State Health & Education
  Facilities Authority:
  Bellin Memorial Hospital,
    6.625%     02/15/08 (a)                     $            1,000         1,147
  Milwaukee Regional Medical Center:
  Series 1990,
    7.500%     08/01/11                         $            1,000         1,101
  Series 1992,
    6.500%     08/01/13                         $            1,500         1,584
</TABLE>


                                       8

<PAGE>
                     Investment Portfolio/November 30, 1995

<TABLE>
- --------------------------------------------------------------------------------
<S>                                            <C>         <C>           <C>
  Waukesha Memorial Hospital, Series 1990-B,
    7.250%     08/15/19                        $           1,000       $ 1,101
                                                                       -------
                                               $                        30,757
                                                                       -------
NURSING HOME - 0.8%
WA State Housing Finance Commission,
  Franciscan Elder Care, Series 1991,
    6.875%     01/01/21                        $           2,250         2,416
                                                                       -------

- --------------------------------------------------------------------------------
HOUSING - 3.8%
MULTI - FAMILY - 1.0%
KY Housing Corp.,
  Multi-Family Mortgage, Series 1985-A,
    8.875%     07/01/19                                      235           240
MA State Housing Finance Agency,
  Series A,
    6.400%     01/01/09                                    2,000         2,115
MD Howard County Medical Mortgage
  Heartlands Elderly Apartments,
  Series 1985,
    8.875%     12/01/10                                      495           527
                                                                       -------
                                                                         2,882
                                                                       -------

SINGLE - FAMILY - 2.8%
AK State Housing Finance Corp.,
  Series 1990-A2,
    7.000%     12/01/11                                       235           251
FL Brevard County Housing Finance Authority,
  Series C,
    7.000%     09/01/23                                        40            42
FL Duval County Housing Finance Authority
  Single Family Mortgage Series 1991,
    7.350%     07/01/24                                       860           916
IL Onterie Center Housing Finance
  Mortgage Revenue Bonds, Onterie Center,
  Series 1992-A,
    7.050%     07/01/27                                     2,000         2,123
MA State Housing Finance Agency,
  Series 21,
    7.125%     06/01/25                                     1,310         1,387
  MS Housing Finance Corp.,
    8.250%     10/15/18                                     3,170         3,356
  NM Mortgage Finance Authority,
  Series 1985-A,
    9.250%     07/01/12                                         5             5
                                                                        -------
                                                                          8,080
                                                                        -------
</TABLE>


                                       9

<PAGE>
                     Investment Portfolio/November 30, 1995

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MUNICIPAL BONDS  - CONT.                                       PAR         VALUE
- --------------------------------------------------------------------------------
<S>                                            <C>         <C>           <C>
POLLUTION CONTROL REVENUE - 2.4%
FL Hollywood Water & Sewer Revenue,
    6.750%     10/01/11                        $                50       $    57
FL State Municipal Power Agency,
  Series 1993,
    5.100%     10/01/25                        $             5,000         4,713
NY New York Energy Research & Development
  Adjusted Gas Facilities,
  Brooklyn Union Gas Company, Series 1989-B,
    6.750%     02/01/24                        $             2,000         2,145
                                                                         -------
                                                                           6,915
                                                                         -------

- --------------------------------------------------------------------------------
PUBLIC FACILITIES IMPROVEMENT - 3.4%
AL Birmingham Jefferson Civil Center
  Authority Special Tax, Series 1992,
    5.500%     09/01/14                                      2,500         2,503
CA Fairs Financing Authority,
  Series 1991,
    6.500%     07/01/11                                      1,300         1,388
FL Gulf Breeze,
  Local Government Loan Program,
  Series 1985-B,
    8.000%     12/01/15                                      1,000         1,122
MI Municipal Bond Authority, Local
  Government Loan Program:
  Series 1991-C,
    (c)        06/15/15                                      3,380         1,141
  Series G,
    (c)        05/01/18                                      2,000           565
SC State Port Authority,
  Series 1991,
    6.750%     07/01/21                                      3,000         3,221
WV School Building Authority, Capital
  Import Revenue Bonds, Series 1990-B,
    6.750%     07/01/17                                         75            80
                                                                         -------
                                                                          10,020
                                                                         -------

- --------------------------------------------------------------------------------
PUBLIC INFRASTRUCTURE - 7.2%
  Airports - 6.9%
GA Atlanta Airport Facilities Revenue,
  Series A,
    6.500%     01/01/07 (d)                                  1,000         1,134
HI State Airport System Revenue,
  Series 2,
    6.750%     07/01/21                                        250           268
</TABLE>


                                       10

<PAGE>
                     Investment Portfolio/November 30, 1995

<TABLE>
- --------------------------------------------------------------------------------
<S>                                          <C>           <C>           <C>
 IL Chicago O'Hare International Airport
  Special Facility, International Terminal,
    6.750%     01/01/12 (a)                   $                300       $   323
 IL Regional Transportation Authority,
  Series C,
    7.750%     06/01/20                                      5,000         6,500
 NV Clark County Airport Improvements,
  McCarren International Airport Las Vegas:
   Series A,
    7.500%     06/01/07 (d)                                    350           428
   Series 1988,
    8.250%     07/01/15                                      3,500         3,867
 OR Portland International Airport,
  Series  Seven-B,
    7.100%     07/01/21                                      1,000         1,108
 PA Allegheny County Airport,
  Greater Pittsburgh International:
   Series 1988-C,
    8.250%     01/01/16                                      3,250         3,530
   Series 1992-B,
    6.625%     01/01/22                                      1,000         1,059
 TX Dallas-Fort Worth Regional Airport,
  Series A,
    7.375%     11/01/11                                      1,380         1,599
 TX Houston Airport System Revenue,
  Series A,
    6.750%     07/01/21                                        200           214
                                                                         -------
                                                                          20,030
                                                                         -------

 TURNPIKES/TOLL ROADS/BRIDGES - 0.3%
 KY State Turnpike Authority, Economic
  Development Road Revitalization Projects,
   Series 1993,
    5.500%     07/01/09                                        500           515
 NY Triborough Bridge & Tunnel
  Authority, Series A,
    6.625%     01/01/17                                        250           268
 TX Harris County,
  Toll Road Revenue,
    6.500%     08/15/11                                        120           130
                                                                         -------
                                                                             913
                                                                         -------

- --------------------------------------------------------------------------------
REFUNDED/ESCROW/SPECIAL OBLIGATIONS  (e) - 10.4%
 CA Alameda County, Certificates of Participation,
  Series 1985-1,
    7.250%     12/01/08 (a)                                  1,300         1,498
 CA East Bay Municipal Utilities District,
  Water System Subordinated,
   Series 1990,
    7.500%     06/01/18                                      2,500         2,875
</TABLE>


                                       11

<PAGE>
                     Investment Portfolio/November 30, 1995

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MUNICIPAL BONDS  - CONT.                                       PAR         VALUE
- --------------------------------------------------------------------------------
<S>                                               <C>         <C>           <C>
REFUNDED/ESCROW/SPECIAL OBLIGATIONS - CONT.
 CA Los Angeles County Transport Commission
  Sales Tax, Metropolitan Train,
  Series 1991-A,
     6.750%     07/01/18                          $           1,000       $ 1,136
 CA University Revenues, 1989 Multiple
  Purpose Projects, Series 1991-B,
     6.750%     09/01/23                                      1,000         1,107
 IL Chicago, General Obligation,
  Central Public Library Project,
   Series 1988-C,
     6.850%     01/01/17                                      1,000         1,144
 IN Marion County Convention
  and Recreational Facilities Authority,
  Excise Taxes Lease Rental Series 1991-B,
     7.000%     06/01/21                                      1,000         1,141
 LA New Orleans International Airport
  General Purpose, Series 1987-A,
     8.875%     08/01/17                                      5,000         5,469
 MA Bay Transportation Authority:
  Certificates of Participation,
   Series 1990-A,
     7.650%     08/01/15                                      1,000         1,161
  General Transportation System,
   Series 1990-A,
     7.625%     03/01/15                                      2,000         2,292
 NY New York City Municipal Finance
  Authority Water and Sewer Systems,
  Series 1991-C,
     7.000%     06/15/16                                      1,500         1,716
 NY State Dormitory Authority,
  City University System, Series
  1990-F,
     7.500%     07/01/20                                      2,000         2,305
 NY State Medical Care Facilities
  Finance Agency, St. Luke's-Roosevelt
  Hospital Center, Series 1989-B,
     7.450%     02/15/29                                        500           570
 PA Pittsburgh Water & Sewer Authority,
  Series A,
     6.500%     09/01/14                                        270           303
 SC Charleston County, Certificate
  of Participation, Series 1991,
     7.100%     06/01/11                                      2,000         2,298
 TN Chattanooga-Hamilton County
  Series 1991-B, RIB (variable rate),
    10.923%     05/25/21                                      1,000         1,264
</TABLE>


                                       12

<PAGE>
                     Investment Portfolio/November 30, 1995

<TABLE>
- --------------------------------------------------------------------------------
<S>                                             <C>        <C>           <C>
 TX Coastal Water Authority,
 Water Conveyance System, Series 1991,
        6.250%     12/15/17                     $            1,750       $ 1,818
 TX Colorado River Municipal Water
 District, Water Transmission Facilities,
 Series 1991-A,
        6.625%     01/01/21                                    250           275
 UT State Municipal Cooperative Local
 Government, Series 1991,
        7.000%     06/01/16                                  1,750         1,984
                                                                         -------
                                                                          30,356
                                                                         -------

- --------------------------------------------------------------------------------
SOLID WASTE - 1.0%
RESOURCE RECOVERY
FL Palm Beach County Solid Waste Authority,
Series 1984,
        8.375%     07/01/10                                  1,000         1,092
NJ Bergen County Utilities Authority,
Series A,
        6.250%     06/15/07 (d)                                230           253
SC Charleston County Solid Waste User Fee,
        6.500%     01/01/09 (a)                              1,405         1,546
                                                                         -------
                                                                           2,891
                                                                         -------

- --------------------------------------------------------------------------------
STATE & COMMUNITY LEASE - 3.0%
IN State Office Building Commission,
Women's Prison, Series B,
        6.250%     07/01/16                                  8,000         8,710
                                                                         -------

- --------------------------------------------------------------------------------
STUDENT LOAN - 1.2%
MA Education Loan Authority,
Issue D, Series 1991-A,
        7.250%     01/01/09                                    845           896
NM State Education Assistance
Foundation, Series A,
        6.700%     04/01/02 (d)                                235           248
PA State Higher Education Assistance
Student Loan RIB (variable rate), Series 1990-B,
       10.515%     03/01/20                                  2,000         2,250
                                                                         -------
                                                                           3,394
                                                                         -------

- --------------------------------------------------------------------------------
TAX ALLOCATION - 1.6%
CA Los Angeles Community Redevelopment
Agency, Bunker Hill Project,
        6.500%     12/01/14                                  1,500         1,614
</TABLE>

                                       13

<PAGE>
                     Investment Portfolio/November 30, 1995

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MUNICIPAL BONDS  - CONT.                                       PAR         VALUE
- --------------------------------------------------------------------------------
<S>                                           <C>          <C>           <C>
TAX ALLOCATION - CONT.
NY State Local Government Assistance
Corp., Series 1993-E,
           5.000%     04/01/21                $              3,175       $ 2,969
                                                                         -------
                                                                           4,583
                                                                         -------

- --------------------------------------------------------------------------------
TRANSPORTATION - 2.5%
DC Metropolitan Area Transit Authority,
           6.000%     07/01/10                               1,000         1,076
 MA Massachusetts Bay Transportation
 Authority, Series B,
           5.375%     03/01/25                               5,000         4,850
 MA State Port Authority,
           7.500%     07/01/20                               1,000         1,120
 SC State Port Authority, Series 1991,
           6.500%     07/01/06 (a)                             250           271
                                                                         -------
                                                                           7,317
                                                                         -------

- --------------------------------------------------------------------------------
UTILITY - 20.0%
INVESTOR OWNED - 0.8%
DE State Economic Development Authority,
New Castle County Gas System,
Series 1991-C,
           7.150%     07/01/21                               1,000         1,111
MI St. Clair County Economic
Development Corp., Detroit Edison Co.,
Series 1993-AA,
           6.400%     08/01/24                               1,000         1,089
                                                                         -------
                                                                           2,200
                                                                         -------

JOINT POWER AUTHORITY - 5.2%
MN Southern Minnesota Municipal
Power Agency, Series A,
           (c)        01/01/24                              21,000         4,462
TX State Municipal Power Agency:
           (c)        09/01/10                               5,000         2,256
           (c)        09/01/12                               3,000         1,193
           (c)        09/01/15                               8,975         2,962
UT State Municipal Power Agency
Electric Systems, Series 1993-A,
           5.250%     07/01/18                               3,000         2,880
WA Snohomish County Public Utilities, 1993,
           5.500%     01/01/20                               1,500         1,476
                                                                         -------
                                                                          15,229
                                                                         -------

MUNICIPAL ELECTRIC - 14.0%
AK Anchorage Electric Utilities Revenue,
           8.000%     12/01/09                              1,000         1,262
</TABLE>

                                       14

<PAGE>
                     Investment Portfolio/November 30, 1995

<TABLE>
- --------------------------------------------------------------------------------
<S>                                            <C>         <C>           <C>
 CA Northern California Power Agency,
  Hydroelectric Project No. 1,
   Series 1992-A,
    5.500%     07/01/23                        $             3,000       $ 2,962
 GA Municipal Electrical Authority,
  Special Obligation, Project One,
  Fifth Cross,
    6.400%     01/01/13                                      1,000         1,115
 IN State Development Finance Authority,
  PSI-Energy Inc., Series B,
    5.750%     02/15/28                                      5,000         5,063
 NC Municipal Power Agency Number 1
  Catawba Electric Revenue Bonds,
   Series 1992,
    5.750%     01/01/15                                      3,000         3,030
 NV Clark County Pollution Control
  Nevada Power Company, Series 1992-B,
    6.600%     06/01/19                                      3,500         3,749
 NY New York State Power Authority
  General Purpose Bonds, Series V,
    7.875%     01/01/13                                      3,950         4,330
 SC Piedmont Municipal Power Agency,
  Series A,
    6.125%     01/01/07 (a)                                    500           552
 SC State Public  Service Authority:
  Series A,
    6.250%     01/01/22                                      3,500         3,675
  Series C,
    5.125%     01/01/32                                      5,000         4,650
 SD Heartland Consumers Power District,
    6.000%     01/01/09                                        300           317
 TX Austin Utilities System:
  Series A:
    5.750%     11/15/14                                      5,000         5,075
    7.000%     05/15/16                                      1,200         1,323
 TX State Municipal Power Agency,
       (c)        09/01/11                                   7,900         3,348
 WA Clark County Public Utilities
  District Number 001 Electric System,
    6.500%     01/01/11                                        200           212
 WA State Public Power Supply System,
  Nuclear Project No. 2, Series A,
    6.500%     07/01/05 (a)                                    200           219
                                                                         -------
                                                                          40,882
                                                                         -------

- --------------------------------------------------------------------------------
WATER & SEWER - 10.8%
 FL Reedy Creek Improvement District,
 Series 1,
    5.000%     10/01/19                                      5,000         4,719
</TABLE>


                                       15

<PAGE>
                     Investment Portfolio/November 30, 1995

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MUNICIPAL BONDS - CONT.                                   PAR             VALUE
- --------------------------------------------------------------------------------
<S>                                        <C>          <C>            <C>     
WATER & SEWER - CONT.
 FL Saint John's County Water and Sewer,
 Saint Augustine Shores System,
 Series 1991-A:
       (c)          06/01/13               $            2,600          $    994
       (c)          06/01/14                            1,500               540
 GA Fulton County Water and Sewer,
    6.375%       01/01/14                               6,000             6,765
 IL Kankakee Sewer, Series 1991,
    7.000%       05/01/16                               1,000             1,104
 MA Boston Water & Sewer Commission,
  Series A,
    5.250%       11/01/19                               3,465             3,378
 PA Philadelphia Water and Waste Water,
  Series 1993,
    5.250%       06/15/23                               1,150             1,098
 PA Pottstown Borough Authority Sewer,
  Guaranteed Sewer Revenue, Series 1991,
       (c)          11/01/16                            1,000               311
 VA Prince William County Services
  Authority,
    5.000%       07/01/21                               4,900             4,520
 VA Roanoke County Water System,
    5.000%       07/01/21                               3,500             3,277
 VA Virginia Beach Water and Sewer,
    5.125%       02/01/19                               4,880             4,648
                                                                       --------
                                                                         31,354
                                                                       --------
 TOTAL MUNICIPAL BONDS (cost of $260,124)                               284,787
                                                                       --------

<CAPTION>
OPTIONS - 0.0%                                         CONTRACTS
- --------------------------------------------------------------------------------
<S>                                                    <C>              <C>
 December 1995 Municipal Bond Puts:
  Strike price 113, expiration 12-19-95                 3,300                 1
  Strike price 115, expiration 12-19-95                 6,000                 3
                                                                       --------
 TOTAL OPTIONS (cost of $64)                                                  4
                                                                       --------
 TOTAL INVESTMENTS - 97.9% (cost of $260,188)(f)                        284,791
                                                                       --------

<CAPTION>
SHORT-TERM OBLIGATIONS - 2.4%                             PAR
- --------------------------------------------------------------------------------
VARIABLE RATE DEMAND NOTES (g)
- --------------------------------------------------------------------------------
<S>                                                    <C>               <C>  
 CA State Health Facilities Financing Authority,
  St. Francis Memorial Hospital, Series B,
    3.500%       11/01/19                               3,300             3,300
 MS Jackson County,
  Chevron USA, Inc. Project,
    3.650%       06/01/23                               2,800             2,800
 NY Triborough Bridge & Tunnel Authority,
    4.050%       01/01/24                               1,000             1,000
                                                                       --------
 TOTAL SHORT-TERM OBLIGATIONS                                             7,100
                                                                       --------
</TABLE>

<PAGE>
                     INVESTMENT PORTFOLIO/NOVEMBER 30, 1995
<TABLE>
<S>                                                                     <C>      
- --------------------------------------------------------------------------------
 OTHER ASSETS & LIABILITIES, NET - (0.3)%                               $   (981)
- --------------------------------------------------------------------------------
 NET ASSETS - 100.0%                                                    $290,910
                                                                        --------
</TABLE>

NOTES TO INVESTMENT PORTFOLIO:
- --------------------------------------------------------------------------------

(a)  These securities, or a portion thereof, with a total market value of
     $10,884, are being used to collateralize open futures contracts.

(b)  This security has been purchased on a delayed delivery basis for settlement
     at a future date beyond the customary settlement time.

(c)  Zero coupon bond.

(d)  These securities, or a portion thereof, with a total market value of
     $4,727, are being used to collateralize the delayed delivery purchase
     indicated in note (b) above.

(e)  The Fund has been informed that the issuer has placed direct obligations of
     the U.S. Government in an irrevocable trust, solely for the payment of the
     interest and principal.

(f)  Cost for federal income tax purposes is $260,242.

(g)  Variable rate demand notes are considered short-term obligations. Interest
     rates change periodically on specified dates. These securities are payable
     on demand and are secured by either letters of credit or other credit
     support agreements from banks. The rates listed are as of November 30,
     1995.

Short futures contracts open at November 30, 1995:

<TABLE>
<CAPTION>
                   Par value                       Unrealized
                    covered         Expiration    depreciation
     Type         by contracts        month       at 11/30/95
- --------------------------------------------------------------
<S>               <C>               <C>           <C> 
Municipal bond       $7,500          December        $286
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
ACRONYM                            NAME
- -------                   ----------------------
<S>                       <C>
  RIB                     Residual Interest Bond
</TABLE>

                        SUMMARY OF SECURITIES BY INSURER

<TABLE>
<CAPTION>
                                                                          % of
          Insurer                                                      Net Assets
          -------                                                      ----------
<S>                                                                    <C> 
Municipal Bond Insurance Agency                                           38.1
AMBAC Indemnity Corporation                                               27.3
Financial Guarantee Insurance Company                                     21.7
Uninsured Securities                                                       5.8
Financial Security Assurance                                               3.4
Capital Guarantee Insurance Company                                        1.6
Bond Investment Guarantee Insurance                                        1.4
Connie Lee Insurance Company                                               0.7
                                                                         -----
                                                                         100.0
                                                                         -----
</TABLE>

See notes to financial statements.

<PAGE>
                        STATEMENT OF ASSETS & LIABILITIES
                                NOVEMBER 30, 1995

(in thousands except for per share amounts and footnotes)

<TABLE>
<S>                                                        <C>         <C>
ASSETS
Investments at value (cost $260,188)                                   $ 284,791
Short-term obligations                                                     7,100
                                                                       ---------
                                                                         291,891

Receivable for:

  Interest                                                  $5,154
  Fund shares sold                                             134
  Investments sold                                              31
  Other                                                         62         5,381
                                                            ------     ---------
    Total Assets                                                         297,272

LIABILITIES
Payable for:
  Investments purchased                                      4,246
  Distributions                                              1,167
  Fund shares repurchased                                      842
  Variation margin on futures                                   56
Accrued:
  Deferred Trustees fees                                         2
  Other                                                         49
                                                            ------
    Total Liabilities                                                      6,362
                                                                       ---------
NET ASSETS                                                             $ 290,910
                                                                       ---------
Net asset value & redemption price per share -
Class A ($240,894/28,750)                                              $    8.38
                                                                       ---------
Maximum offering price per share - Class A
($8.38/0.9525)                                                         $    8.80 (a)
                                                                       ---------
Net asset value & offering price per share -
Class B ($50,016/5,969)                                                $    8.38 (b)
                                                                       ---------
COMPOSITION OF NET ASSETS
Capital paid in                                                        $ 271,956
Undistributed net investment income                                          230
Accumulated net realized loss                                             (5,593)
Net unrealized appreciation (depreciation) on:
     Investments                                                          24,603
     Open futures contracts                                                 (286)
                                                                       ---------
                                                                       $ 290,910
                                                                       ---------
</TABLE>

(a)  On sales of $50,000 or more the offering price is reduced.

(b)  Redemption price per share is equal to net asset value less any applicable
     contingent deferred sales charge.

See notes to financial statements.

<PAGE>
                             STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED NOVEMBER 30, 1995


(in thousands)

<TABLE>
<S>                                                      <C>             <C>
INVESTMENT INCOME
Interest                                                                 $17,529

EXPENSES
Management fee                                           $ 1,544
Service fee                                                  699
Distribution fee - Class B                                   364
Transfer agent                                               452
Bookkeeping fee                                              108
Trustees fee                                                  16
Custodian fee                                                 22
Audit fee                                                     38
Legal fee                                                      8
Registration fee                                              36
Reports to shareholders                                        6
Other                                                         18           3,311
                                                         -------         -------
       Net Investment Income                                              14,218
                                                                         -------

NET REALIZED & UNREALIZED GAIN (LOSS) ON PORTFOLIO POSITIONS 
Net realized gain (loss) on:
Investments                                                5,745
Closed futures contracts                                  (4,926)
                                                         -------
      Net Realized Gain                                                      819
Net unrealized appreciation (depreciation) 
during the period on:
Investments                                               30,813
Open futures contracts                                      (165)
                                                         -------
      Net Unrealized Gain                                                 30,648
                                                                         -------
            Net Gain                                                      31,467
                                                                         -------
Net Increase in Net Assets from Operations                               $45,685
                                                                         -------
</TABLE>


See notes to financial statements.

<PAGE>
                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                              Year ended
(in thousands)                                                November 30
                                                         ----------------------
INCREASE (DECREASE) IN NET ASSETS                          1995          1994
                                                         --------      --------
<S>                                                      <C>           <C>     
Operations:
Net investment income                                    $ 14,218      $ 14,576
Net realized gain (loss)                                      819        (2,726)
Net unrealized appreciation (depreciation)                 30,648       (30,613)
                                                         --------      --------
    Net Increase (Decrease) from Operations                45,685       (18,763)
Distributions:
From net investment income - Class A                      (12,225)      (12,079)
From net investment income - Class B                       (2,207)       (2,287)
                                                         --------      --------
                                                           31,253       (33,129)
                                                         --------      --------
Fund Share Transactions:
Receipts for shares sold - Class A                         20,382        23,583
Receipts for shares issued in the acquisition
 of Liberty Financial Insured Municipal Fund               42,751          --
Value of distributions reinvested - Class A                 6,971         6,917
Cost of shares repurchased - Class A                      (53,716)      (46,210)
                                                         --------      --------
                                                           16,388       (15,710)
                                                         --------      --------
Receipts for shares sold - Class B                          5,062        12,774
Value of distributions reinvested - Class B                 1,259         1,291
Cost of shares repurchased - Class B                       (7,762)       (8,161)
                                                         --------      --------
                                                           (1,441)        5,904
                                                         --------      --------
    Net Increase (Decrease) from
      Fund Share Transactions                              14,947        (9,806)
                                                         --------      --------
        Total Increase (Decrease)                          46,200       (42,935)

NET ASSETS
Beginning of period                                       244,710       287,645
                                                         --------      --------
End of period (including undistributed net
  investment income of $185 and $397,
  respectively)                                          $290,910      $244,710
                                                         --------      --------

NUMBER OF FUND SHARES

Sold - Class A                                              2,596         2,945
Issued in the acquisition of Liberty
 Financial Insured Municipal Fund                           5,319          --
Issued for distributions reinvested - Class A                 873           858
Repurchased - Class A                                      (6,739)       (5,793)
                                                         --------      --------
                                                            2,049        (1,990)
                                                         --------      --------
Sold - Class B                                                639         1,552
Issued for distributions reinvested - Class B                 158           161
Repurchased - Class B                                        (977)       (1,031)
                                                         --------      --------
                                                             (180)          682
                                                         --------      --------
</TABLE>


See notes to financial statements.

<PAGE>
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 1995

NOTE 1. ACCOUNTING POLICIES

ORGANIZATION: Colonial Tax-Exempt Insured Fund (the Fund), a series of Colonial
Trust IV is a diversified portfolio of a Massachusetts business trust,
registered under the Investment Company Act of 1940, as amended, as an open-end
management investment company. The Fund may issue an unlimited number of shares.
The Fund offers Class A shares sold with a front-end sales charge and Class B
shares which are subject to an annual distribution fee and a contingent deferred
sales charge. Class B shares will convert to Class A shares when they have been
outstanding approximately eight years. The following significant accounting
policies are consistently followed by the Fund in the preparation of its
financial statements and conform to generally accepted accounting principles.

SECURITY VALUATION AND TRANSACTIONS: Debt securities generally are valued by a
pricing service based upon market transactions for normal, institutional-size
trading units of similar securities. When management deems it appropriate, an
over-the-counter or exchange bid quotation is used.

Options are valued at the last reported sale price, or in the absence of a sale,
the mean between the last quoted bid and asking price.

Futures contracts are valued based on the difference between the last sale price
and the opening price of the contract.

Short-term obligations with a maturity of 60 days or less are valued at
amortized cost.

Portfolio positions which cannot be valued as set forth above are valued at fair
value under procedures approved by the Trustees.

Security transactions are accounted for on the date the securities are
purchased, sold or mature.

Cost is determined and gains and losses are based upon the specific
identification method for both financial statement and federal income tax
purposes.

The Fund may trade securities on other than normal settlement terms. This may
increase the risk if the other party to the transaction fails to deliver and
causes the Fund to subsequently invest at less advantageous prices.

DETERMINATION OF CLASS NET ASSET VALUES AND FINANCIAL HIGHLIGHTS: All income,
expenses (other than the Class B distribution fee), realized and unrealized
gains (losses), are allocated to each class proportionately on a daily basis for
purposes of determining the net asset value of each class.

Class B per share data and ratios are calculated by adjusting the expense and
net investment income per share data and ratios for the Fund for the entire
period by the distribution fee applicable to Class B shares only.

FEDERAL INCOME TAXES: Consistent with the Fund's policy to qualify as a
regulated investment company and to distribute all of its taxable income, no
federal income tax has been accrued.

INTEREST INCOME, DEBT DISCOUNT AND PREMIUM: Interest income is recorded on the
accrual basis. Original issue discount is accreted to interest income over the
life of a security with a corresponding increase in the cost basis; market
discount

<PAGE>
                 NOTES TO FINANCIAL STATEMENTS/NOVEMBER 30, 1995
- --------------------------------------------------------------------------------

NOTE 1. ACCOUNTING POLICIES - CONT.
is not accreted. Premium is amortized against interest income with a
corresponding decrease in the cost basis.

DISTRIBUTIONS TO SHAREHOLDERS: The Fund declares and records distributions daily
and pays monthly.

The character of income and gains to be distributed are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles. Reclassifications are made to the Fund's capital accounts to reflect
income and gains available for distribution (or available capital loss
carryovers) under income tax regulations.

NOTE 2.  FEES AND COMPENSATION PAID TO AFFILIATES

MANAGEMENT FEE: Colonial Management Associates, Inc. (the Adviser) is the
investment Adviser of the Fund and furnishes accounting and other services and
office facilities for a monthly fee based on each fund's pro rata portion of the
combined average net assets of the Fund, Colonial Tax-Exempt Fund, and Colonial
High Yield Municipal Fund as follows:

<TABLE>
<CAPTION>
          Average Net Assets          Annual Fee Rate
          ------------------          ---------------
<S>                                        <C>  
           First $1 billion                0.60%
           Next  $2 billion                0.55%
           Next  $1 billion                0.50%
           Over  $4 billion                0.45%
</TABLE>

BOOKKEEPING FEE: The Adviser provides bookkeeping and pricing services for
$27,000 per year plus 0.035% of the Fund's average net assets over $50 million.

TRANSFER AGENT FEE: Colonial Investors Service Center, Inc., (the Transfer
Agent), an affiliate of the Adviser, provides shareholder services and receives
a monthly fee equal to 0.14% annually of the Fund's average net assets and
receives a reimbursement for certain out of pocket expenses.

UNDERWRITING DISCOUNTS, SERVICE AND DISTRIBUTION FEES: Colonial Investment
Services, Inc. (the Distributor), an affiliate of the Adviser, is the Fund's
principal underwriter. During the year ended November 30, 1995, the Fund has
been advised that the Distributor retained net underwriting discounts of $26,560
on sales of the Fund's Class A shares and received contingent deferred sales
charges (CDSC) of $161,047 on Class B share redemptions.

The Fund has adopted a 12b-1 plan which requires it to pay the Distributor a
service fee equal to 0.25% annually of the Fund's net assets as of the 20th of
each month. The plan also requires the payment of a distribution fee to the
Distributor equal to 0.75% of the average net assets attributable to Class B
shares.

The CDSC and the fees received from the 12b-1 plan are used principally as
repayment to the Distributor for amounts paid by the Distributor to dealers who
sold such shares.

OTHER: The Fund pays no compensation to its officers, all of whom are employees
of the Adviser.

The Fund's Trustees may participate in a deferred compensation plan which may be
terminated at any time. Obligations of the plan will be paid solely out of the
the Fund's assets.

<PAGE>
                 NOTES TO FINANCIAL STATEMENTS/NOVEMBER 30, 1995
- --------------------------------------------------------------------------------

NOTE 3.  PORTFOLIO INFORMATION
INVESTMENT ACTIVITY: During the year ended November 30, 1995, purchases and
sales of investments, other than short-term obligations were $86,678,150 and
$122,752,195, respectively.

Unrealized appreciation (depreciation) at November 30, 1995, based on cost of
investments for federal income tax purposes was:

<TABLE>
<S>                                                          <C>        
   Gross unrealized appreciation                             $24,610,192
   Gross unrealized depreciation                                 (61,145)
                                                             -----------
           Net unrealized appreciation                       $24,549,047
                                                             -----------
</TABLE>

CAPITAL LOSS CARRYFORWARDS: At November 30, 1995, capital loss carryforwards,
available (to the extent provided in regulations) to offset future realized
gains were approximately as follows:

<TABLE>
<CAPTION>
               Year of                     Capital loss
              expiration                   carryforward
              ----------                   ------------
<S>                                        <C>       
                 1996                       $  414,000
                 1998                          180,000
                 2000                          171,000
                 2001                          982,000
                 2002                        3,313,000
                                            ----------
                                            $5,060,000
                                            ----------
</TABLE>

Of the loss carryforwards expiring in 2001 and 2002, $982,000 and $620,000,
respectively, were acquired in the merger with Liberty Financial Insured
Municipal Fund. Their availability may be limited in a given year.

Expired capital loss carryforwards, if any, are recorded as a reduction of
capital paid in.

To the extent loss carryforwards are used to offset any future realized gains,
it is unlikely that such gains would be distributed since they may be taxable to
shareholders as ordinary income.

OTHER:  The Fund has greater than 10% of its net assets at November 30, 1995
invested in Massachusetts.

There are certain risks arising from geographic concentration in any state.
Certain revenue or tax related events in a state may impair the ability of
certain issuers of municipal securities to pay principal and interest on their
obligations.

The Fund may focus its investments in certain industries, subjecting it to
greater risk than a fund that is more diversified.

The Fund may invest in municipal and Treasury bond futures contracts and
purchase and write options on futures. The Fund will invest in these instruments
to hedge against the effects of changes in value of portfolio securities due to
anticipated changes in interest rates and/or market conditions, for duration
management, or when the transactions are economically appropriate to the
reduction of risk inherent in the management of the Fund and not for trading
purposes. The use of futures contracts and options involves certain risks, which
include (1) imperfect correlation between the price movement of the instruments
and the underlying securities, (2) inability to close out positions due to
different trading hours or the temporary absence of a liquid market for either
the

<PAGE>
                 Notes to Financial Statements/November 30, 1995
- --------------------------------------------------------------------------------

NOTE 3.  PORTFOLIO INFORMATION - CONT.
instruments or the underlying securities or (3) an innaccurate prediction by the
Adviser of the future direction of interest rates. Any of these risks may
involve amounts exceeding the amount recognized in the Fund's Statement of
Assets and Liabilities at any given time.

NOTE 4.  MERGER INFORMATION
On March 24, 1995, Liberty Financial Insured Municipal Fund (LFIMF) was merged
into the Fund by a non-taxable exchange of 5,318,858 Class A shares of the Fund
(valued at $42,750,988) for the 4,080,498 of LFIMF shares then outstanding. The
assets of LFIMF acquired included unrealized appreciation of $282,748. The
aggregate net assets of the Fund and LFIMF immediately after the merger were
$300,749,659.

<PAGE>
                              FINANCIAL HIGHLIGHTS

Selected data for a share of each class outstanding throughout each period are
as follows:

<TABLE>
<CAPTION>
                                              Year ended November 30
                                ---------------------------------------------------
                                         1995                         1994
                                Class A        Class B       Class A        Class B
                                --------       -------       --------       -------
<S>                             <C>            <C>           <C>            <C>    
Net asset value -
   Beginning of period          $  7.450       $ 7.450       $  8.420       $ 8.420
                                --------       -------       --------       -------
INCOME FROM
  INVESTMENT OPERATIONS:
Net investment income              0.418         0.359          0.439         0.378
Net realized and
unrealized gain (loss)             0.935         0.935         (0.977)       (0.977)
                                --------       -------       --------       -------
   Total from Investment
      Operations                   1.353         1.294         (0.538)       (0.599)
                                --------       -------       --------       -------
LESS DISTRIBUTIONS
  DECLARED TO SHAREHOLDERS:
From net
  investment income               (0.423)       (0.364)        (0.432)       (0.371)
                                --------       -------       --------       -------
Net asset value -
   End of period                $  8.380       $ 8.380       $  7.450       $ 7.450
                                --------       -------       --------       -------
Total return (a)                   18.55%        17.68%         (6.61)%       (7.31)%
                                --------       -------       --------       -------

RATIOS TO AVERAGE NET ASSETS
Expenses                            1.05% (b)     1.80% (b)      1.05%         1.80%
Net investment income               5.20% (b)     4.45% (b)      5.44%         4.69%
Portfolio turnover                    31%           31%            36%           36%
Net assets at end
of period (000)                 $240,894       $50,016       $198,909       $45,801
</TABLE>

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

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

- --------------------------------------------------------------------------------
Federal income tax information (unaudited)
All of the distributions will be treated as exempt income for federal income tax
purposes.

<PAGE>
                        FINANCIAL HIGHLIGHTS - continued


Selected data for a share of each class outstanding throughout each period are
as follows:

<TABLE>
<CAPTION>
                                                        Year ended November 30
                                 ------------------------------------------------------------------
                                          1993                          1992                 1991
                                 Class A        Class B       Class A        Class B(a)    Class A
                                 --------       -------       --------       -------       --------
<S>                              <C>            <C>           <C>            <C>           <C>     
Net asset value -
   Beginning of period           $  8.080       $ 8.080       $  7.880       $ 7.910       $  7.660
                                 --------       -------       --------       -------       --------
INCOME FROM
  INVESTMENT OPERATIONS:
Net investment income               0.456         0.395          0.480         0.240          0.496
Net realized and
unrealized gain                     0.338         0.338          0.200         0.170          0.222
                                 --------       -------       --------       -------       --------
   Total from Investment
      Operations                    0.794         0.733          0.680         0.410          0.718
                                 --------       -------       --------       -------       --------
LESS DISTRIBUTIONS
  DECLARED TO SHAREHOLDERS:
From net
  investment income                (0.454)       (0.393)        (0.480)       (0.240)        (0.498)
                                 --------       -------       --------       -------       --------
Net asset value -
   End of period                 $  8.420       $ 8.420       $  8.080       $ 8.080       $  7.880
                                 --------       -------       --------       -------       --------
Total return (b)                    10.00%         9.20%          8.85%         5.23% (c)      9.66%
                                 --------       -------       --------       -------       --------

RATIOS TO AVERAGE NET ASSETS
Expenses                             1.07%         1.82%          1.10%         1.85% (d)      1.08%
Net investment income                5.44%         4.69%          5.97%         5.22% (d)      6.35%
Portfolio turnover                     12%           12%             7%            7%             8%
Net assets at end
of period (000)                  $241,610       $46,035       $217,782       $16,519       $189,483
</TABLE>

(a)  Class B shares were initially offered on May 5, 1992. Per share amounts
     reflect activity from that date.

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

(c)  Not annualized.

(d)  Annualized.

<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE TRUSTEES OF COLONIAL TRUST IV AND THE SHAREHOLDERS OF
   COLONIAL TAX-EXEMPT INSURED FUND

     In our opinion, the accompanying statement of assets and liabilities,
including the investment portfolio, and the related statements of operations and
of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Colonial Tax-Exempt Insured Fund (a
series of Colonial Trust IV) at November 30, 1995, the results of its
operations, the changes in its net assets and the financial highlights for the
periods indicated, in conformity with generally accepted accounting principles.
These financial statements and the financial highlights (hereafter referred to
as "financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of portfolio positions
at November 30, 1995 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.


PRICE WATERHOUSE LLP
- --------------------
PRICE WATERHOUSE LLP
Boston, Massachusetts
January 12, 1996


                        COLONIAL TRUST IV
                      Cross Reference Sheet
               Colonial High Yield Municipal Fund
               -----------------------------------

                             Location or Caption in Statement
Item Number of Form N-1A     of Additional Information
                             
Part B                       
                             
    10.                      Cover Page
    11.                      Table of Contents
    12.                      Not Applicable
    13.                      Investment Objective and
                             Policies; Fundamental Investment
                             Policies; Other Investment
                             Policies; Miscellaneous
                             Investment Practices; Portfolio
                             Turnover
    14.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    15.                      Fund Charges and Expenses
    16.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    17.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    18.                      Shareholder Meetings
    19.                      How to Buy Shares; Determination
                             of Net Asset Value; Suspension of
                             Redemptions; Special Purchase
                             Programs/Investor Services;
                             Programs for Reducing or
                             Eliminating Sales Charge; How to
                             Sell Shares; How to Exchange
                             Shares
    20.                      Taxes
    21.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    22.                      Fund Charges and Expenses;
                             Investment Performance;
                             Performance Measures
    23.                      Independent Accountants


                       COLONIAL HIGH YIELD MUNICIPAL FUND
                       Statement of Additional Information
   
                                  March 29, 1996

This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectus of Colonial High
Yield Municipal 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 March 29,  1996.  This 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  
   
         Definitions
         Investment Objective and Policies
         Fundamental Investment Policies
         Other Investment Policies
         Portfolio Turnover
         Fund Charges and Expenses
         Investment Performance
         Custodian
         Independent Accountants
    

         Part 2

   
         Miscellaneous Investment Practices
         Taxes
         Management of the Colonial Funds
         Determination of New Asset Value
         How to Buy Shares
         Special Purchase Program/Investor Services
         Suspension of Redemptions
         Programs for Reducing or Eliminating Sales Charges
         How to Sell Shares
         Distributions
         How to Exchange Shares
         Shareholder Meetings
         Performance Measures
         Appendix I
         Appendix II
    
   
    
                                     Part 1

                       COLONIAL HIGH YIELD MUNICIPAL FUND
                       Statement of Additional Information
   
                                 March 29, 1996
    

DEFINITIONS

            "Trust"   Colonial Trust IV
            "Fund"    Colonial High Yield Municipal 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
                      shareholder services and transfer agent

INVESTMENT OBJECTIVES AND POLICIES
   
The Fund's Prospectus  describes the Fund's investment  objectives and 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
         High Yield Bonds
   
    
   
    
         Forward Commitments
         Repurchase Agreements
         Futures Contracts and Related Options
         Options

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

FUNDAMENTAL INVESTMENT POLICIES
The Investment  Company Act of 1940 (Act) provides that a "vote of a majority of
the outstanding  voting  securities" means the affirmative vote of the lesser of
(1) more that 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 can not be changed without such a vote.

The Fund may:

1.      Only issue senior securities through borrowing money from banks for
        temporary or emergency purposes up to 10% of its net assets;
2.      Invest in real estate only up to 5% of its net assets;
3.      Invest in illiquid assets only up to 10% of its net assets;
4.      Purchase and sell futures contracts and related options only so long as
        the total initial margin and premiums on the contracts do not exceed
        5% of its total assets;
5.      Only underwrite securities issued by others when disposing of portfolio
        securities;
6.      Make loans only 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;
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.; and
8.      Ordinarily invest at least 80% of its total assets in tax-exempt
        securities.

OTHER INVESTMENT POLICIES
As non-fundamental  investment policies which may be changed without a vote of a
majority of the outstanding voting securities, 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 Trust  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 the securities of an issuer if, as a result of such purchase,
        more than 10% of its total assets would be invested in the  securities
        of issuers which are restricted as to  disposition;  and 8 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.

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.

PORTFOLIO TURNOVER

                   Year ended November 30
   
                  1995                 1994
                  ----                 ----

                  26%                   25%
    


FUND CHARGES AND EXPENSES
   
Under the Fund's management agreement,  the Trust pays the Adviser a monthly fee
based on the average  daily net assets  allocated  among the Fund,  the Colonial
Tax-Exempt Fund and the Colonial Tax-Exempt Insured Fund at the following annual
rates: 0.60% on the first $1 billion, 0.55% on the next $2 billion, 0.50% of the
next $1 billion and 0.45% of any excess over $4 billion.

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


   
    
   
                                             Year ended
                                             November 30
                                 1995           1994          1993
                                 ----            ----         ----
    
   
Management fee                    $759           $651         $502
Bookkeeping fee                     58             51           41
Shareholder service and transfer
agent fee                          227            193          147
12b-1 fees:
    Service fee (a )               345             297         228
    Distribution fee (Class B)     948             882         683
    

       
   
(a)     Class A shares were  offered for sale to the general  public  commencing
        September 1, 1994. The amounts in the previous periods reflect the Class
        B service fee only.
    
   
Brokerage  Commissions  (for the fiscal  years ended  November  30)  (dollars in
thousands)  The Fund did not pay brokerage  commissions  for the fiscal years
ended November 30, 1995,  1994 and 1993.
     
    
     
   
Trustees Fees
For the fiscal year ended  November  30, 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 The    Retirement Benefits    Estimated Annual    The Trustees For The
                           Fiscal Year Ended    Accrued As Part Of     Benefits Upon       Calendar Year Ended
Trustee                    November 30, 1995    Fund Expense           Retirement          December 31, 1995(b)
- -------                    -----------------    ------------           ----------          --------------------
<S>                        <C>                  <C>                    <C>                 <C>
Robert J. Birnbaum(c)      $  981                                                          $ 71,250
Tom Bleasdale               1,511(d)            -----                  -----                 98,000 (e)
Lora S. Collins             1,399               -----                  -----                 91,000
James E. Grinnell(c)          983                                                            71,250
William D. Ireland, Jr.    1,,742               -----                  -----                113,000
Richard W. Lowry(c)           982                                                            71,250
William E. Mayer            1,407               -----                  -----                 91,000
James L. Moody, Jr.         1,509(f)            -----                  -----                 94,500 (g)
John J. Neuhauser           1,402               -----                  -----                 91,000
George L. Shinn             1,581               -----                  -----                102,500
Robert L. Sullivan          1,552               -----                  -----                101,000
Sinclair Weeks, Jr.         1,727               -----                  -----                112,000
    
</TABLE>
   
(b)    At December 31, 1995, the Colonial Funds complex consisted of 33 open-end
       and 5 closed-end management investment company portfolios.
(c)    Elected as a Trustee of the Colonial Funds comples on April 21, 1995.
(d)    Includes $755 payable in later years as deferred compensation.
(e)    Includes $49,000 payable in later years as deferred compensation.
(f)    Includes $1.237 payable in later years as deferred compensation.
(g)    Total compensation of $94,500 for the calendar year ended December 31,
       1995 will be payable in later years as deferred compensation.
    
   
The  following  table  sets  forth the  amount of  compensation  paid to Messrs.
Birnbaum, Grinnell and Lowry in their capacities as Trustees or Directors of the
Liberty  All-Star Equity Fund and 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 (h):
    
   
                         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 (i)
- -------                  ----------------------       ---------------------

Robert J. Birnbaum            $2,900                       $16,675
James E. Grinnell              2,900                        22,900
Richard W. Lowry               2,900                        26,250 (j)
    
   
(h)     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 into a new portfolio of Colonial Trust
        III. Prior to their election as Trustees of the Colonial Funds,  Messrs.
        Birnbaum,  Grinnell  and Lowry  served as Trustees of Liberty  Funds II;
        they continue to serve as Trustees or Directors of Liberty Funds I.
(i)     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).
(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 February  29,  1996,  the  officers and Trustees of the Fund as a group owned
less than 1% of the outstanding shares of the Fund.
    
   
At March 18, 1996,  Merrill Lynch,  Pierce,  Fenner & Smith,  Inc.,  Attn:  Book
Entry, Mutual Fund Operations, 4800 Deer Lake Drive, E. 3rd Floor, Jacksonville,
FL 32216 owned 9.83% of the Fund's outstanding Class B shares.
    
   
At February 29, 1996, there were 447 Class A and 3,885 Class B shareholders.
    
Sales Charges (dollars in thousands)


                                 Class A Shares

   
                             Year Ended         September 1, 1994
                            November 30  (commencement of investment operations)
                               1995         through November 30, 1994
                             ---------       -------------------------
    
   
Aggregate initial sales
charges on Fund share sales     $228                $110
    
   
Initial sales charges retained
 by CISI                          27                  12

    
                                           Class B Shares
                                       Year Ended November 30
   
                                   1995         1994          1993
                                   ----         ----          ----
Aggregate contingent deferred
 sales charges (CDSC) on Fund
 redemptions retained by CISI     $265           278          $119

    

12b-1 Plans, CDSC and Conversion of Shares
The Fund offers two classes of shares - Class A and Class B. The Fund may in the
future offer other classes of shares.  The Trustees  have  approved  12b-1 Plans
pursuant  to Rule 12b-1  under the Act.  Under the  Plans,  the Fund pays CISI a
service fee at an annual rate of 0.25% of the average net assets  attributed  to
each Class of shares,  and a distribution  fee at an annual rate of 0.75% of the
average net assets attributed to Class B shares.  CISI may use the entire amount
of such  fees to  defray  the  cost of  commissions  and  service  fees  paid to
financial  service  firms  (FSFs)  and for  certain  other  purposes.  Since the
distribution  and service  fees are payable  regardless  of the amount of 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 indirect financing of the distribution of Fund shares.
    

The Trustees  believe the Plans could be a significant  factor in the growth and
retention of Fund assets  resulting  in a more  advantageous  expense  ratio and
increased  investment  flexibility  which  could  benefit  each  class  of  Fund
shareholders.  The 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 Trust 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 not  interested  persons 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 after  purchase.  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 November 30, 1995, were:
    

                                        Class A Shares        Class B Shares
   
    Fees to FSFs                           $ 40               $   1,123
    Cost of sales material relating
     to the Fund  (including printing        21                      61
     and mailing expenses)
    Allocated travel, entertainment
     and other promotional expenses
     (including advertising)                 47                     135
    

INVESTMENT PERFORMANCE
   
The Fund's  Class A and Class B yields for the month ended  November  30,  1995,
were:
    
   

          Class A                                     Class B
                       Tax-Equivalent                          Tax-Equivalent
  Yield                   Yield                Yield              Yield
  4.95%                   8.20%                4.45%              7.37%
    
   
The Fund's average annual total returns at November 30, 1995 were:
    

                                         Class A Shares

   

                                                      Since inception
                                       1 year       9/1/94 to 11/30/95
                                                    -------------------

With sales charge of 4.75%             11.71%              6.50%
Without sales charge                   17.28%             10.74%
    
   
                                 Class B Shares
                                                         Since inception
                               1 year                   6/8/92 to 11/30/95
                                                        ------------------

With applicable CDSC           11.42% (5.00% CDSC)         6.20%(3.00%CDSC)
Without CDSC                   16.42%                      6.94%
    
   
The Fund's Class A and Class B distribution rates at November 30, 1995, based on
the most recent month's distribution, annualized, and the maximum offering price
at the end of the month, were 6.17% and 5.74%, respectively.
    

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

CUSTODIAN
   
UMB, n.a. 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 have been so  incorporated,  and the schedule of financial
highlights included in the Prospectus has 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 November 30, 1995 Annual Report,  are  incorporated in
this SAI by reference.     




<PAGE>
                                      INVESTMENT PORTFOLIO
                                NOVEMBER 30, 1995 (IN THOUSANDS)
<TABLE>
<CAPTION>
MUNICIPAL BONDS - 95.5%                                       PAR              VALUE
- ---------------------------------------------------------------------------------------
<S>                                                      <C>               <C>
AGRICULTURE, FORESTRY & FISHING  - 1.3%
 AGRICULTURE - CROPS                                    
 LA Port New Orleans Industrial Development,            
  Continental Grain Co., Series 1993,                   
    7.500%        07/01/13                               $     2,000       $     2,070
                                                                            -----------

- ---------------------------------------------------------------------------------------
CERTIFICATES OF PARTICIPATION - 0.4%                    
 MA Health and Educational Facilities,                  
  Independent Living Bonds, Series 1993-A,              
    8.100%        07/01/18                                       600               609
                                                                            -----------

- ---------------------------------------------------------------------------------------
CONSTRUCTION - 1.4%                                     
 BUILDING CONSTRUCTION                                  
 IN Hammond Sewer & Solid Waste Disposal,               
  American Maize Products Co., Series A,                
    8.000%        12/01/24                                     2,000             2,230
                                                                            -----------

- ---------------------------------------------------------------------------------------
FINANCE, INSURANCE & REAL ESTATE - 0.5%
 REAL ESTATE                                            
 MD Baltimore, Economic Development,                    
  Park Charles Project, Series 1986,                    
    8.000%        01/01/10                                       700               752
                                                                            -----------

- ---------------------------------------------------------------------------------------
GENERAL OBLIGATION - 1.7%                               
 AZ Apache County School District                       
  Number 010, Round Valley                              
  Project of 1987, Series 1990-C,                       
    9.875%        07/01/05                                        500               559
 CA State of California,                                
    5.750%        03/01/19                                      2,000             2,007
                                                                            -----------
                                                                                  2,566
                                                                            -----------

- ---------------------------------------------------------------------------------------
HEALTH - 18.9%                                          
 HOSPITALS - 9.3%                                       
 AL Alabama Special Care Facilities Authority,          
  Montgomery Healthcare, Series 1989,                   
    11.000%       10/01/19                                        295               291
 DE State Economic Development,                         
  Riverside Hospital, Series 1992-A,
    9.500%        01/01/22                                        610               702
 FL Tarpon Springs Health Facilities                    
  Authority, Tarpon Springs Hospital                    
  Foundation, Series 1988,                              
    8.750%        05/01/12                                      1,000             1,069

</TABLE>

                                       6

<PAGE>
<TABLE>
                         Investment Portfolio/November 30, 1995
- ---------------------------------------------------------------------------------------
<S>                                                       <C>               <C>
 GA Clayton Hospital Authority,                         
  The Woodlands Foundation, Inc.,                       
  Series 1991-A,                                        
    9.750%        05/01/21 (a)                            $     1,500       $     1,275
 ID State Health Facilities Authority,                  
  IHC Hospitals, Inc.,                                  
    8.190%        02/15/21                                      1,000             1,152
 IL Health Facilities Authority,                        
  Edgewater Medical Center, Series A,
                     9.250%        07/01/24                     2,000             2,110
 MI State Hospital Finance Authority:                   
  Detroit Osteopathic Hospital C,                       
   Series 1987-A,                                        
    7.500%        11/01/10                                        500               511
  Saratoga Community Hospital,                          
   Series 1992,                                          
    8.750%        06/01/10                                        295               318
 MO Hannibal Industrial Development,                    
  Medical Systems of Northeast Missouri,                
  Series 1992,                                          
    9.500%        03/01/22                                      1,000             1,169
 NC Lincoln County Hospital Project,                    
    9.000%        05/01/07                                        350               439
 NJ State Health Care Facilities Financing              
  Authority, Raritan Bay Medical Center,                
    7.250%        07/01/27                                      2,000             2,012
 PA Cambria County Hospital Authority,                  
  Conemaugh Valley Memorial Hospital,                   
  Series 1988-A,
    8.875%        07/01/18                                        165               181
 TN Chattanooga Health Education                        
  and Housing Facilities Board,                         
  North Park Hospital Project, Series 1993,             
    8.500%        02/01/23                                      1,000             1,036
 VA Dickenson County Industrial                         
  Development, Volunteer Healthcare                     
  Systems Inc., Series 1988-A,                          
    10.750%       06/01/18(a)                                     500               110
 VT State Educational & Health Buildings                
  Financing Agency, Springfield Hospital,               
  Series A,
    7.750%        01/01/13                                        835               870
 WA State Health Care Facility,                         
  Grays Harbor Community                                
  Hospital, Series 1993:                                
    7.200%        07/01/03                                        210               226
    8.025%        07/01/20                                        960             1,043
                                                                            -----------
                                                                                 14,514
                                                                            -----------
</TABLE>

                                       7

<PAGE>
<TABLE>
<CAPTION>
                                    Investment Portfolio/November 30, 1995
- ---------------------------------------------------------------------------------------
MUNICIPAL BONDS - CONT.                                       PAR              VALUE
- ---------------------------------------------------------------------------------------
<S>                                                       <C>               <C>
HEALTH - CONT.
 HUMAN SERVICES PROVIDERS - 1.2%                        
 IL Champaign First Mortgage,                           
  Hoosier Care, Inc., Series 1989-A,                    
    9.750%        08/01/19                                $       495       $       532
 IN Wabash First Mortgage, Hoosier                      
  Care, Inc., Series 1989-A,                            
    9.750%        08/01/19                                        495               531
 TN Shelby County, Health, Education,                   
  & Housing Facilities Board, Open Arms                 
  Development Center:                                   
  Series 1992-A,
    9.750%        08/01/19                                        335               392
  Series 1992-C,                                        
    9.750%        08/01/19                                        330               386
                                                                            -----------
                                                                                  1,841
                                                                            -----------
 NURSING HOMES - 8.4%                                   
 AZ Tucson Industrial Development                       
  Authority, Villa Maria Care Center,                   
    10.125%       11/01/21                                        350               328
 CO State Health Facilities Authority,                  
  Denver,                                               
    10.500%       05/01/19 (a)                                    450               310
 DE State Economic Development Authority,               
  Churchman Village Project, Series A,                  
    10.000%       03/01/21                                        750               882
 DE Sussex County Healthcare Facility,                  
  Delaware Health Corp., Series 1994-A,                 
    7.600%        01/01/24                                      1,000               977
 FL Broward County, Beverly Enterprises,                
    9.800%        11/01/10                                        615               689
 FL Flagler County Industrial                           
  Redevelopment Authority,                              
  South Florida Properties, Series 1988,                
    10.500%       12/01/18                                        925               931
 FL Gadsden County Industrial Development,              
  Florida Housing Properties, Inc.,                     
  Series 1988-A,                                        
    10.450%      10/01/18                                        340               353
 FL Palm Beach County,                                  
  Hillcrest Manor Project,                              
    10.250%       12/01/16                                        675               707
 IA State Healthcare Facility Finance                   
  Authority, Mercy Health Initiatives,                  
    9.950%        07/01/19                                        500               510
 KS Halstead Industrial Health Care                     
  Project,                                              
    10.250%       08/01/13                                        335               234

</TABLE>

                                       8

<PAGE>
<TABLE>
                         Investment Portfolio/November 30, 1995
- ---------------------------------------------------------------------------------------
<S>                                                        <C>               <C>
 MA State Industrial Finance Agency:                    
  GF/Massachusetts Inc., Series 1994,                   
     8.300%        07/01/23                                $     1,000       $       986
  Mary Ann Morse Nursing Home,                          
   Series 1991-I,                                        
     10.000%       01/01/21                                        500               637
 MI Cheboygan County Economic                           
  Development Corp.,                                    
  Metro Health Foundation Project,                      
     10.000%       11/01/22 (a)                                    600               420
 MO Grove Industrial Development Authority,             
  First Mortgage Health Care Facility,                  
  Heritage Manor GR, Series 1988,                       
     10.250%       11/01/13                                        440               396
 NJ Economic Development Authority,                     
  Geriatric and Medical Service, Inc.,                  
  Series A,                                             
     10.500%       05/01/04                                        115               125
 OH Lucas County, Villa North                            
  Nursing Home, Series 1988-B,                          
     10.500%       06/01/18                                        300               294
 PA Chartiers Valley Industrial                         
  and Commercial Authority,                             
  Beverly Enterprises, Series 1985,                     
     10.000%       06/01/07                                      1,790             1,953
 PA Chester County Industrial Development,              
  Pennsylvania Nursing Home, Inc., Series 1989,         
     10.125%       05/01/19                                        450               468
 PA Delaware County Authority,                          
  Main Line and Haverford Nursing,                      
  Series 1992,                                          
     9.000%        08/01/22                                         50                54
 PA Lackawanna County Industrial Authority,             
  Green Ridge Nursing Center, Inc.,
     10.500%       12/01/10                                        200               213
 PA Luzerne County Industrial Development                
  Authority, Millville Nursing Center,                  
     10.500%       12/01/12                                        235               223
 PA Montgomery County Higher Education                  
  & Health Authority, AHF/Roslyn-                       
  Hatboro, Inc. Project,                                
     9.000%        11/15/22                                        300               312
 PA Philadelphia Authority for Industrial               
  Development, First Mortgage, RHA/PA                   
  Nursing Home, Series 1988,                            
     10.250%       11/01/18                                        740               769
 VA Beach Development Authority,                        
  Beverly Enterprises, Series 1985,                     
     10.000%       04/01/10                                        240               270
                                                                             -----------
                                                                                  13,041
                                                                             -----------
</TABLE>

                                       9

<PAGE>
<TABLE>
<CAPTION>
                         Investment Portfolio/November 30, 1995
- ---------------------------------------------------------------------------------------
MUNICIPAL BONDS - CONT.                                       PAR              VALUE
- ---------------------------------------------------------------------------------------
<S>                                                       <C>               <C>
HOUSING - 18.5%                                         
 ASSISTED LIVING/SENIOR - 3.5%                          
 CT State Authority, First                              
  Mortgage Gross Health Care,                           
  Church-Avery Project, Series 1990,                    
   9.000%        04/01/20                                 $       500       $       540
 IL State Development Finance Authority,                
  Care Institute, Inc.,
   8.250%        06/01/25                                       2,000             2,060
 MN Roseville, Care Institute, Inc.,                    
  Series 1993,                                          
   7.750%        11/01/23                                       1,270             1,181
 PA Montgomery County Industrial                        
  Development Authority, Assisted                       
  Living Facility, Series 1993-A,                       
   8.250%        05/01/23                                         620               627
 TX Bell County Health Facilities                       
  Development Corp., Care Institutions, Inc.            
   9.000%        11/01/24                                       1,000             1,071
                                                                            -----------
                                                                                  5,479
                                                                            -----------
 MULTI-FAMILY - 11.1%                                   
 AK State Housing Finance Corp.,                        
  Series 1992-A2,                                       
   6.750%        12/01/24                                       1,735             1,804
 FL Clearwater,                                         
  Hampton Apartments,
   8.250%        05/01/24                                       2,000             2,125
 FL Hialeah Housing Authority,                          
  Series 1991,                                          
   9.500%        11/01/21                                       2,000             2,100
 FL State Housing Finance Agency,                       
  Windsong Apartments, Series 1993-C,                   
   9.250%        01/01/19                                         750               762
 MN Lakeville, Southfork                                
  Apartment Project, Series 1989-A,                     
   9.875%        02/01/20                                         700               714
 MN White Bear Lake,                                    
  Birch Lake Townhomes Project,                         
  Series 1988-A,                                        
   9.750%        07/15/19                                         750               759
 NC Eastern Carolina Regional Housing                   
  Authority, Jacksonville New River                     
  Apartments,                                           
   8.250%        09/01/14                                       1,500             1,528
 Resolution Trust Corp.,
  Pass Through Certificates,                            
  Series 1993-A,                                        
   8.500%        12/01/16 (b)                                   4,248             4,391
</TABLE>

                                      10

<PAGE>
<TABLE>
                       Investment Portfolio/November 30, 1995
- ---------------------------------------------------------------------------------------
<S>                                                       <C>               <C>
 SC State Housing Finance and Development,              
  Multi-family Housing Finance Revenue,                 
  Westbridge Apartments, Series A,                      
   9.500%        09/01/20                                 $       650       $       666
 TN Memphis Center City Finance Corp.,                  
  Multi-family Housing Board, Riverset                  
  Apartments-Phase II Project, Series 1989-A,           
   9.500%        10/01/19                                         500               454
 TX Galveston Pass Through Certificates,                
  Health Facilities Center,                             
   8.000%        08/01/23                                       1,000             1,043
 VA Alexandria Redevelopment                            
  & Housing Authority, Courthouse                       
  Commons Apartments, Series 1990-A,                    
   10.000%       01/01/21                                         500               508
 VA Roanoke Redevelopment & Housing                     
  Authority, First Mortgage, Mountain Ridge,            
   9.250%        11/01/22                                         500               515
                                                                            -----------
                                                                                 17,369
                                                                            -----------
 SINGLE-FAMILY - 3.9%                                   
 CA Orange County, Series 1983, Issue 1,                
   9.250%        09/01/16                                          55                52
 CO State Housing Finance Authority,                    
  Series D-1,                                           
   7.375%        06/01/26                                       2,000             2,213
 MN Washington County Housing &                         
  Redevelopment Authority, Cottages of                  
  Aspen Project,                                        
   9.250%        06/01/22                                         495               509
 MO State Housing Development Commission,               
  Series C,                                             
   7.250%        09/01/26                                       3,000             3,304
                                                                            -----------
                                                                                  6,078
                                                                            -----------

- ---------------------------------------------------------------------------------------
MANUFACTURING - 9.1%                                    
 FURNITURE & FIXTURES - 0.3%                            
 TN McKenzie Industrial Development Board,              
  American Lantern Co.,
   10.500%       05/01/16                                         473               509
                                                                            -----------

 MEASURING & ANALYZING INSTRUMENTS - 0.4%               
 MN Brooklyn Park, TL Systems Corp.,                    
  Series 1991,                                          
   10.000%       09/01/16                                         535               637
                                                                            -----------

 PAPER PRODUCTS - 6.6%                                  
 GA Rockdale County Development                         
  Authority, Solid Waste Disposal, Visy                 
  Paper, Inc., Series 1993,                             
   7.500%        01/01/26                                       2,500             2,563
</TABLE>

 
                                       11


<PAGE>
<TABLE>
<CAPTION>
                       Investment Portfolio/November 30, 1995
- ---------------------------------------------------------------------------------------
MUNICIPAL BONDS - CONT.                                       PAR              VALUE
- ---------------------------------------------------------------------------------------
<S>                                                       <C>               <C>
MANUFACTURING - CONT.                                   
 PAPER PRODUCTS - CONT.                                 
 LA DeSoto Parish, International Paper,                 
   6.550%        04/01/19                                 $     1,000       $     1,044
 MI State Strategic Fund,                               
  Blue Water Fiber Project, Series 1994,                
   8.000%        01/01/12                                       2,000             1,927
 MI State Strategic Fund Limited,                       
  Great Lakes Pulp & Fibre Project,                     
   10.250%        12/01/16                                      2,500             2,634
 SC Darlington County,                                  
  Industrial Development Authority,                     
  Sonoco Products Co. Project,                          
   6.125%        06/01/25                                       2,000             2,070
                                                                            -----------
                                                                                 10,238
                                                                            -----------
 PRIMARY METAL - 1.3%                                   
 LA Vidalia, Alcoa Co. of                               
  America Project,                                      
   5.875%        09/01/13                                       2,000             2,048
                                                                            -----------

 TRANSPORTATION EQUIPMENT - 0.5%                        
 MN Buffalo, Von Ruden Manufacturing Inc.,              
   10.500%        09/01/14                                        790               851
                                                                            -----------

- ---------------------------------------------------------------------------------------
MINING - 1.5%                                           
 CRUDE PETROLEUM & NATURAL GAS - 1.2%
 WA Pierce County, Economic                             
  Development Corp.,                                    
  Occidental Petroleum Co.,                             
   5.800%        09/01/29                                       2,000             1,888
                                                                            -----------

 METAL MINING - 0.3%                                    
 OH Cuyahoga County,                                    
  Joy Technologies, Inc.,                               
   8.750%        09/15/07                                         360               391
                                                                            -----------

- ---------------------------------------------------------------------------------------
POLLUTION CONTROL REVENUE - 5.6%                        
 GA Wayne County Development Authority,                 
  Solid Waste Disposal, ITT Royonier,                   
  Inc., Series 1990,                                    
   8.000%        07/01/15                                         500               561
 IL Bryant Pollution Control Revenue,                   
  Central Illinois Light Co. Project,                   
   5.900%        08/01/23                                       1,750             1,792
 OH State Water Development, Pollution                  
  Control, Pennsylvania Power Co.,                      
   8.100%        01/15/20                                         500               546
 SC York County Industrial Revenue,                     
  Hoechst Celanese Corp.,                               
   5.700%        01/01/24                                       4,535             4,512
</TABLE>

                                       12


<PAGE>
<TABLE>
                       Investment Portfolio/November 30, 1995
- ---------------------------------------------------------------------------------------
<S>                                                       <C>               <C>
 TX Matagorda County, Collateralized                    
  Pollution Control, Houston Lighting                   
  and Power Co., Series 1986-A,                         
   7.875%        11/01/16                                 $       800       $       836
 WV Weirton Pollution Control, Weirton                  
  Steel Corp., Series 1989,                             
   8.625%        11/01/14                                         500               532
                                                                            -----------
                                                                                  8,779
                                                                            -----------

- ---------------------------------------------------------------------------------------
PUBLIC FACILITIES IMPROVEMENT - 5.1%                    
 CO Denver City and County                              
  Special Facilities Airport,                           
  United Air Lines, Series 1992-A,                      
   6.875%        10/01/32                                       5,000             5,125
 MN Mille Lacs Capital Improvement                      
  Infrastructure, Band of Chippewa,                     
  Series 1992-A,                                        
   9.250%        11/01/12                                         655               744
 TX Dallas-Fort Worth International Airport,            
  American Airlines, Inc.,  Series 1990,                
   7.500%        11/01/25                                       2,000             2,140
                                                                            -----------
                                                                                  8,009
                                                                            -----------

- ---------------------------------------------------------------------------------------
PUBLIC INFRASTRUCTURE - 12.2%                           
 AIRPORTS - 8.0%                                        
 CO Denver City & County Airport:                       
  Airport System, Series 1992-C,                        
   6.750%        11/15/22                                       1,250             1,300
  Denver International Airport, Series 1991-D,          
   7.750%        11/15/21                                       2,000             2,233
  Stapleton International Airport, Series 1990-A,       
   8.500%        11/15/23                                         250               285
 IL Chicago O'Hare International Airport
  Special Facility, United Airlines, Inc.,              
  Series 1988-A,                                        
   8.400%        05/01/18                                         965             1,055
 IN State Airport Authority,                            
   7.100%        01/15/17                                       4,000             4,350
 TX Alliance Airport Authority,                         
  American Airlines Project,                            
   7.500%        12/01/29                                       3,000             3,217
                                                                            -----------
                                                                                 12,440
                                                                            -----------
 TURNPIKES/TOLL ROADS/BRIDGES - 4.2%                    
 CA Foothill Eastern Transportation                     
  Corridor Agency, State Toll Road,                     
  Senior Lien, Series A:                                
   (c)           01/01/29                                      12,000             1,410
   6.000%        01/01/34                                       1,500             1,466
</TABLE>


                                       13


<PAGE>
<TABLE>
<CAPTION>
                        Investment Portfolio/November 30, 1995
- ---------------------------------------------------------------------------------------
MUNICIPAL BONDS - CONT.                                       PAR              VALUE
- ---------------------------------------------------------------------------------------
<S>                                                       <C>               <C>
PUBLIC INFRASTRUCTURE - CONT.                           
 TURNPIKES/TOLL ROADS/BRIDGES - CONT.
 CA San Joaquin Hills Transportation Corridor           
  Agency, Senior Lien Toll Road,                        
  Series 1993, Current Interest Bond Series:            
  (c)           01/01/23                                  $     5,250       $       932
  5.000%        01/01/33                                        2,000             1,685
 MA State Industrial Finance Agency,                    
  Series 1990,                                          
  9.000%        10/01/20                                          940             1,081
                                                                            -----------
                                                                                  6,574
                                                                            -----------

- ---------------------------------------------------------------------------------------
RETAIL TRADE - 1.4%                                     
 MISCELLANEOUS RETAIL                                   
 OH Lake County Economic Development,                   
  North Madison Properties, Series 1993,                
  8.819%        09/01/11                                          545               579
 VA Virginia Beach Development Authority,               
  SC Diamond Associates, Inc.,                          
  8.000%        12/01/10                                        1,500             1,547
                                                                            -----------
                                                                                  2,126
                                                                            -----------

- ---------------------------------------------------------------------------------------
SERVICES - 0.3%                                         
 HOTELS, CAMPS & LODGING                                
 MN Burnsville Commercial Development,                  
  Holiday Inn Project,                                  
  10.600%       06/01/06                                          500               514
                                                                            -----------

- ---------------------------------------------------------------------------------------
SOLID WASTE - 5.3%                                      
 LAND FILL - 2.0%                                       
 MA State Industrial Finance Agency,                    
  Peabody Monofill Associates, Inc. Project,            
  9.000%        09/01/05                                           950            1,018
 WA Walla Walla Public Corp.,                           
  Ponderosa Fibres Project,                             
  9.125%        01/01/26                                        2,000             2,087
                                                                            -----------
                                                                                  3,105
                                                                            -----------

 MISCELLANEOUS DISPOSAL - 1.0%                          
 CT State Disposal Facility,                            
  Waterbury Project,  Series 1995,                      
  9.375%        06/01/16                                        1,500             1,519
                                                                            -----------

 RECYCLING - 0.1%                                       
 GA Fulton County Industrial Development                
  Authority, Waste Recycling, Inc.,                     
  10.500%       12/01/07                                          120               127
                                                                            -----------
</TABLE>

                                       14



<PAGE>
<TABLE>
                       Investment Portfolio/November 30, 1995
- ---------------------------------------------------------------------------------------
<S>                                                       <C>               <C>
 RESOURCE RECOVERY - 2.2%                               
 WY Sweetwater County,                                  
  FMC Corp. Project, Series A,                          
   7.000%        06/01/24                                 $     3,325       $     3,491
                                                                            -----------

- ---------------------------------------------------------------------------------------
TAX ALLOCATION - 2.7%                                   
 CA Carson Improvement, Series 1992,                    
   7.375%        09/02/22                                         975            1,030
 CA Pleasanton Joint Powers Financing                   
  Reassesment Subordinated Revenue,                     
  Series 1993-B,                                        
   6.750%        09/02/17                                       1,950             1,960
 IL State Development Finance Authority,                
  City of Marion Project,  Series 1991,                 
   9.625%        09/15/21                                       1,195             1,241
                                                                            -----------
                                                                                  4,231
                                                                            -----------

- ---------------------------------------------------------------------------------------
TRANSPORTATION, COMMUNICATION, ELECTRIC,
GAS & SANITARY SERVICES - 1.4%
 AIR TRANSPORTATION                                     
 NY New York City Industrial Development                
  Agency, American Airlines,                            
   6.900%        08/01/24                                       2,000             2,128
                                                                            -----------

- ---------------------------------------------------------------------------------------
UTILITY - 5.1%                                          
 CO-GENERATION - 1.6%                                   
 FL Martin County Industrial                            
  Development Authority, Indiantown                     
  Co-Generation Project,                                
   7.875%        12/15/25                                       1,000             1,142
 MD State Energy Financing Administration,              
  Co-Generation Warrior Run Project,                    
   7.400%        09/01/19                                       1,250             1,308
                                                                            -----------
                                                                                  2,450
                                                                            -----------
 INDIVIDUAL POWER PRODUCER - 2.0%                       
 PA State Economic Development Finance                  
  Authority, Colver Project, Series D,                  
   7.150%        12/01/18                                       2,900             3,063
                                                                            -----------
 MUNICIPAL ELECTRIC - 1.5%                              
 CA Colton Public Finance Authority,                    
   7.500%        10/01/20                                       1,000             1,013
 MN Southern Minnesota Municipal                        
  Power Agency, Series 1994-A,
   (c)           01/01/25                                       6,660             1,340
                                                                            -----------
                                                                                  2,353
                                                                            -----------
</TABLE>

                                      15

<PAGE>
<TABLE>
<CAPTION>
                         Investment Portfolio/November 30, 1995
- ---------------------------------------------------------------------------------------
MUNICIPAL BONDS - CONT.                                       PAR              VALUE
- ---------------------------------------------------------------------------------------
<S>                                                       <C>               <C>
WATER & SEWER - 3.1%                                    
 LA Public Facility Belmont Water                       
  Authority,                                            
    9.000%        03/15/24                                 $      630       $       664
 MA State Industrial Finance Agency,                    
  Environmental Service Project,                        
  Series 1994-A,                                        
    8.750%        11/01/21                                      1,000             1,036
 MS Five Lakes Utility District,                        
    8.250%        07/15/24                                        400               415
 NJ Economic Development Authority,                     
  Hills Development Co., Series 1988,                   
    10.500%        09/01/08                                       400               418
 NY New York City Municipal Water                       
  Finance Authority, Series B,                          
    5.500%        06/15/19                                     2 ,000             1,995
 OH State Water Development Pollution                   
  Collateralized Control, The Cleveland                 
  Electric Illumination, Series 1987 A-2,               
    9.750%        11/01/22                                        250               266
                                                                            -----------
                                                                                  4,794
                                                                            -----------

TOTAL  MUNICIPAL BONDS (cost of $142,456) (d)                                   148,814
                                                                            -----------

SHORT-TERM OBLIGATIONS - 2.6%
- ---------------------------------------------------------------------------------------
VARIABLE RATE DEMAND NOTES (e)
 IL State Development Finance Authority,                
  Ulhich Children's Home Project,
    3.900%        04/01/07                                      1,500             1,500
 IL  State Health Facilities Authority,                 
  Franciscan Sisters Health Center,                     
    4.100%        01/01/18                                        700               700
 MA State Health and Educational Facilities,            
  Capital Assets,                                       
    3.800%        01/01/35                                      1,000             1,000
 MI Farmington, Botsford Hospital,                      
    3.900%        02/15/16                                        300               300
 SC State Jobs Economic Development                     
  Authority,
    4.100%        12/01/12                                        600               600
                                                                            -----------

TOTAL SHORT-TERM OBLIGATIONS                                                      4,100
                                                                            -----------

OTHER ASSETS & LIABILITIES, NET - 1.9%                                            2,976
- ---------------------------------------------------------------------------------------

NET ASSETS - 100%                                                           $   155,890
                                                                            -----------
</TABLE>


                                       16


<PAGE>
                    Investment Portfolio/November 30, 1995
- --------------------------------------------------------------------------------
NOTES TO INVESTMENT PORTFOLIO:
- --------------------------------------------------------------------------------

(a) This issuer is in default of certain debt covenants.  Income is not being
    accrued.

(b) This security is exempt from registration under rule 144A of the Securities
    Act of 1933.  This security may be resold in transactions exempt from
    registration, normally to qualified institutional buyers.  At year end, the
    value of this security amounted to $4,391 or 2.8% of net assets.

(c) Zero coupon bond.

(d) Cost for federal income tax purposes is the same.

(e) Variable rate demand notes are considered short-term obligations. Interest
    rates change periodically on specified dates. These securities are payable
    on demand and are secured by either letters of credit or other credit
    support agreements from banks. The rates listed are as of November 30, 1995.


 See notes to financial statements.

 
 
                                       17


<PAGE>
                        STATEMENT OF ASSETS & LIABILITIES
                                NOVEMBER 30, 1995
<TABLE>
(In thousands except for per share amounts and footnotes)
<S>                                                 <C>               <C>
ASSETS
Investments at value (cost $142,456) ...............................  $ 148,814
Short-term obligations .............................................      4,100
                                                                      ---------
                                                                        152,914
Receivable for:
  Interest ......................................   $   3,504
  Fund shares sold ..............................         678
  Investments sold ..............................         211
  Deferred organization expenses ................          30
  Other .........................................          15             4,438
                                                    ---------         ---------
    Total Assets ....................................................   157,352

LIABILITIES
Payable for:
  Distributions .................................         751
  Fund shares repurchased .......................         386
Accrued:
  Deferred Trustees fees ........................           3
Other ...........................................         322
                                                    ---------
    Total Liabilities ..............................................      1,462
                                                                      ---------

NET ASSETS .........................................................  $ 155,890
                                                                      ---------

Net asset value & redemption price per share -
Class A ($17,997/1,759) ............................................  $   10.23
                                                                      ---------

Maximum offering price per share - Class A
($10.23/0.9525) ....................................................  $   10.74(a)
                                                                      ---------

Net asset value & offering price per share -
Class B ($137,893/13,479) ..........................................  $   10.23(b)
                                                                      ---------

COMPOSITION OF NET ASSETS
Capital paid in  ...................................................  $ 153,609
Undistributed net investment income ................................        337
Accumulated net realized loss ......................................     (4,414)
Net unrealized appreciation during the period ......................      6,358
                                                                      ---------
                                                                      $ 155,890
                                                                      ---------
</TABLE>

(a) On sales of $50,000 or more the offering price is reduced.

(b) Redemption price per share is equal to net asset value less
    any applicable contingent deferred sales charge.


See notes to financial statements.

 
 
                                       18

<PAGE>
                             STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED NOVEMBER 30, 1995
<TABLE>
<S>                                                              <C>       <C>
(in thousands)
INVESTMENT INCOME
Interest.................................................................  $ 10,820
EXPENSES
Management fee.............................................      $    759  
Service fee................................................           345
Distribution fee - Class B.................................           948
Transfer agent.............................................           227
Bookkeeping fee............................................            58
Trustees fee...............................................            15
Custodian fee..............................................             7
Audit fee..................................................            32
Legal fee..................................................            96
Registration fee...........................................            32
Reports to shareholders....................................             6
Amortization of deferred...................................
  organization expenses....................................            18
Other......................................................            19     2,562
                                                                 --------  --------
       Net Investment Income.............................................     8,258
                                                                           --------

NET REALIZED & UNREALIZED GAIN (LOSS) ON PORTFOLIO POSITIONS
Net realized loss..........................................        (2,355)
Net unrealized appreciation during
  the period...............................................        14,952
                                                                 --------
       Net Gain..........................................................    12,597
                                                                           --------
Net Increase in Net Assets From Operations...............................  $ 20,855
                                                                           --------
</TABLE>


See notes to financial statements.

                                       19

<PAGE>
                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                               Year ended
(in thousands)                                                 November 30
                                                        ------------------------
INCREASE (DECREASE) IN NET ASSETS                            1995         1994(a)
                                                             ----         -------
<S>                                                     <C>            <C>
Operations:
Net investment income .............................     $   8,258      $   7,305
Net realized loss .................................        (2,355)        (1,389)
Net unrealized appreciation (depreciation) ........        14,952        (11,175)
                                                        ---------      ---------
    Net Increase from Operations ..................        20,855         (5,259)
Distributions:
From net investment income - Class A ..............          (771)           (79)
From net investment income - Class B ..............        (7,619)        (6,882)
                                                        ---------      ---------
                                                           12,465        (12,220)
                                                        ---------      ---------
Fund Share Transactions:
Receipts for shares sold - Class A ................        12,349          7,128
Value of distributions reinvested - Class A .......           218             11
Cost of shares repurchased - Class A ..............        (1,592)          (862)
                                                        ---------      ---------
                                                           10,975          6,277
                                                        ---------      ---------
Receipts for shares sold - Class B ................        30,411         17,113
Value of distributions reinvested - Class B .......         3,686          3,138
Cost of shares repurchased - Class B ..............       (21,223)       (15,255)
                                                        ---------      ---------
                                                           12,874          4,996
                                                        ---------      ---------
    Net Increase from Fund Share Transactions .....        23,849         11,273
                                                        ---------      ---------
        Total Increase (Decrease) .................        36,314           (947)

NET ASSETS
Beginning of period ...............................       119,576        120,523
                                                        ---------      ---------
End of period (including undistributed net
  investment income of $337 and $432,
  respectively)  ..................................     $ 155,890      $ 119,576
                                                        ---------      ---------

NUMBER OF FUND SHARES
Sold - Class A ....................................         1,253            735
Issued for distributions reinvested - Class A .....            22              1
Repurchased - Class A .............................          (162)           (90)
                                                        ---------      ---------
                                                            1,113            646
                                                        ---------      ---------
Sold - Class B ....................................         3,085          1,738
Issued for distributions reinvested - Class B .....           377            317
Repurchased - Class B .............................        (2,157)        (1,558)
                                                        ---------      ---------
                                                            1,305            497
                                                        ---------      ---------
</TABLE>


(a) Class A shares were initially offered on September 1, 1994.

See notes to financial statements.


                                       20


<PAGE>
                         NOTES TO FINANCIAL STATEMENTS
                             NOVEMBER 30,1995

NOTE 1. ACCOUNTING POLICIES
- --------------------------------------------------------------------------------

ORGANIZATION: Colonial High Yield Municipal Fund (the Fund), a series of
Colonial Trust IV, is a diversified portfolio of a Massachusetts business trust
registered under the Investment Company Act of 1940, as amended, as an open-end
management investment company. The Fund may issue an unlimited number of shares.
The Fund offers Class A shares sold with a front-end sales charge and Class B
shares which are subject to an annual distribution fee and a contingent deferred
sales charge. Class B shares will convert to Class A shares when they have been
outstanding approximately eight years. The following significant accounting
policies are consistently followed by the Fund in the preparation of its
financial statements and conform to generally accepted accounting principles.

SECURITY VALUATION AND TRANSACTIONS: Debt securities generally are valued by a
pricing service based upon market transactions for normal, institutional-size
trading units of similar securities. When management deems it appropriate, an
over-the- counter or exchange bid quotation is used.

Short-term obligations with a maturity of 60 days or less are valued at
amortized cost.

Portfolio positions which cannot be valued as set forth above are valued at fair
value under procedures approved by the Trustees.
 
Security transactions are accounted for on the date the securities are
purchased, sold or mature.

Cost is determined and gains (losses) are based upon the specific identification
method for both financial statement and federal income tax purposes.

The Fund may trade securities on other than normal settlement terms. This may
increase the risk if the other party to the transaction fails to deliver and
causes the Fund to subsequently invest at less advantageous prices.

DETERMINATION OF CLASS NET ASSET VALUES AND FINANCIAL HIGHLIGHTS: All income,
expenses (other than the Class B distribution fee), realized and unrealized
gains (losses) are allocated to each class proportionately on a daily basis for
purposes of determining the net asset value of each class.

Class B per share data and ratios are calculated by adjusting the expense and
net investment income per share data and ratios for the Fund for the entire
period by the distribution fee applicable to Class B shares only.

FEDERAL INCOME TAXES: Consistent with the Fund's policy to qualify as a
regulated investment company and to distribute all of its taxable income, no
federal income tax has been accrued.

INTEREST INCOME, DEBT DISCOUNT AND PREMIUM: Interest income is recorded on the
accrual basis. Original issue discount is accreted to interest income over the
life of a security with a corresponding increase in the cost basis; market
discount is not accreted. Premium is amortized against interest income with a
corresponding decrease in the cost basis.


                                       21



<PAGE>
                 Notes to Financial Statements/November 30, 1995
- ---------------------------------------------------------------------------

NOTE 1.  ACCOUNTING POLICIES - CONT.

DEFERRED ORGANIZATION EXPENSES: The Fund incurred expenses of $95,525 in con-
nection with its organization, initial registration with the Securities and
Exchange Commission and various states, and the initial public offering of its
shares. These expenses were deferred and are being amortized on a straight-line
basis over five years.

DISTRIBUTIONS TO SHAREHOLDERS: The Fund declares and records distributions daily
and pays monthly.

The amount and character of income and gains to be distributed are determined in
accordance with income tax regulations which may differ from generally accepted
accounting principles. Reclassifications are made to the Fund's capital accounts
to reflect income and gains available for distribution (or available capital
loss carryovers) under income tax regulations.

NOTE 2.  FEES AND COMPENSATION PAID TO AFFILIATES
- --------------------------------------------------------------------------------

MANAGEMENT FEE: Colonial Management Associates, Inc. (the Adviser) is the
investment Adviser of the Fund and furnishes accounting and other services and
office facilities for a monthly fee based on each fund's pro rata portion of the
combined average net assets of the Fund, Colonial Tax-Exempt Fund, and Colonial
Tax-Exempt Insured Fund as follows:

<TABLE>
<CAPTION>
       Average Net Assets                             Annual Fee Rate
   ----------------------------                   -------------------------
<S>                                                        <C>
      First $1 billion                                     0.60%
      Next $2 billion                                      0.55%
      Next $1 billion                                      0.50%
      Over $4 billion                                      0.45%
</TABLE>

BOOKKEEPING FEE:  The Adviser provides bookkeeping and pricing services for
$27,000 per year plus 0.035% of the Fund's average net assets over $50 million.

TRANSFER AGENT: Colonial Investors Service Center, Inc., (the Transfer Agent),
an affiliate of the Adviser, provides shareholder services and receives a
monthly fee equal to 0.14% annually of the Fund's average net assets and
receives a reimbursement for certain out of pocket expenses.

UNDERWRITING DISCOUNTS, SERVICE AND DISTRIBUTION FEES: Colonial Investment
Services, Inc. (the Distributor), an affiliate of the Adviser, is the Fund's
principal underwriter. For the year ended November 30, 1995, the Fund has been
advised that the Distributor retained net underwriting discounts of $27,077 on
sales of the Fund's Class A shares and received contingent deferred sales
charges (CDSC) of $264,994 on Class B share redemptions.

The Fund has adopted a 12b-1 plan which requires it to pay the Distributor a
service fee equal to 0.25% annually of the Fund's net assets as of the 20th of
each month. The plan also requires the payment of a distribution fee to the
Distributor equal to 0.75% of the average net assets attributable to Class B
shares only.

The CDSC and the fees received from the 12b-1 plan are used principally as
repayment to the Distributor for amounts paid by the Distributor to dealers who
sold such shares.

 
                                       22

<PAGE>
                 Notes to Financial Statements/November 30, 1995
- --------------------------------------------------------------------------------

OTHER:  The Fund pays no compensation to its officers, all of whom are employees
of the Adviser.

The Fund's Trustees may participate in a deferred compensation plan which may be
terminated at any time. Obligations of the plan will be paid solely out of the
the Fund's assets.

NOTE 3.  PORTFOLIO INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT ACTIVITY:  During the year ended November 30, 1995, purchases and
sales of investments, other than short-term obligations, were $54,203,267 and
$34,991,513, respectively.

Unrealized appreciation (depreciation) at November 30, 1995, based on cost of
investments for both financial statement and federal income tax purposes was
approximately:

<TABLE>
                   <S>                                       <C>
                   Gross unrealized appreciation .........   $   7,794,000
                   Gross unrealized depreciation .........      (1,436,000)
                                                             -------------
                       Net unrealized appreciation .......   $   6,358,000
                                                             -------------
</TABLE>

CAPITAL LOSS CARRYFORWARDS: At November 30, 1995, capital loss carryforwards
available (to the extent provided in regulations) to offset future realized
gains were approximately as follows:

<TABLE>
<CAPTION>
                      Year of                                Capital loss
                    expiration                               carryforward
                   ------------                            ---------------
                   <S>                                     <C>
                   1996.................................   $        57,000
                   1997.................................           186,000
                   1998.................................           590,000
                   1999.................................           364,000
                   2000.................................           302,000
                   2002.................................         1,731,000
                   2003.................................         2,398,000
                                                           ---------------
                                                           $     5,628,000
                                                           ---------------
</TABLE>

The loss carryforwards expiring in 1996, 1997, 1998, and 1999, respectively,
were acquired in the merger with Colonial VIP High Yield Municipal Bond Fund.

Expired capital loss carryforwards, if any, are recorded as a reduction of
capital paid in.

To the extent loss carryforwards are used to offset any future realized gains,
it is unlikely that such gains would be distributed since they may be taxable to
share- holders as ordinary income.

OTHER: There are certain risks arising from geographic concentration in any
state. Certain revenue or tax related events in a state may impair the ability
of certain issuers of municipal securities to pay principal and interest on
their obligations.

The Fund may focus its investments in certain industries, subjecting it to
greater risk than a fund that is more diversified.

 
 
 
                                       23


<PAGE>
                              FINANCIAL HIGHLIGHTS

Selected data for a share of each class outstanding throughout each
period are as follows:


<TABLE>
<CAPTION>
                                                                                                       PERIOD ENDED
                                                     YEAR ENDED NOVEMBER 30                             NOVEMBER 30
                                     ------------------------------------------------------------------------------
                                              1995                          1994                1993        1992
                                     CLASS A        CLASS B       CLASS A(a)     CLASS B      CLASS B    CLASS B(b) 
                                     -------       --------       ----------    --------     --------    ---------- 
<S>                                  <C>           <C>             <C>          <C>          <C>          <C>
Net asset value -
   Beginning of period ............  $ 9.330       $  9.330        $ 9.800      $ 10.320     $ 10.070     $10.000
                                     -------       --------        -------      --------     --------     -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income .............    0.656          0.583          0.188         0.605        0.609       0.338(c)
Net realized and
unrealized gain (loss) ............    0.912          0.912         (0.496)       (1.016)       0.277       0.041
                                     -------       --------        -------      --------     --------     -------
   Total from Investment
      Operations ..................    1.568          1.495         (0.308)       (0.411)       0.886       0.379
                                     -------       --------        -------      --------     --------     -------
LESS DISTRIBUTIONS DECLARED TO
  SHAREHOLDERS:
From net
investment income .................   (0.668)        (0.595)        (0.162)       (0.579)      (0.636)     (0.309)
                                     -------       --------        -------      --------     --------     -------
Net asset value -
   End of period ..................  $10.230       $ 10.230        $ 9.330      $  9.330     $ 10.320     $10.070
                                     -------       --------        -------      --------     --------     -------
Total return (d) ..................   17.28%         16.42%         (3.15%)(e)    (4.10%)       9.00%       3.80%(e)(f)
                                     -------       --------        -------      --------     --------     -------
RATIOS TO AVERAGE NET ASSETS
Expenses .........................     1.17%(g)       1.92%(g)       1.15%(h)      1.90%        1.94%       2.00%(h)
Fees waived by
   the Adviser ...................       --             --             --            --           --          0.01%(h)
Net investment income ............     6.67%(g)       5.92%(g)       7.19%(h)      6.44%        5.95%       6.83%(h)
Portfolio turnover ...............       26%            26%            25%           25%          31%         13%(h)
Net assets at end
   of period (000) ...............  $17,997       $137,893        $ 6,027      $113,549     $120,523     $63,390
</TABLE>

(a) Class A shares were initially offered on September 1, 1994. Per share
    amounts reflect activity from that date.

(b) The Fund commenced investment operations on June 8, 1992.

(c) Net of fees and expenses waived or borne by the Adviser which amounted to 
    $0.00.

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

(e) Not annualized.

(f) Had the Adviser not waived or reimbursed a portion of expenses total return
    would have been reduced.

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

(h) Annualized.

- --------------------------------------------------------------------------------
Federal Income Tax Information (unaudited)
All of the distributions will be treated as exempt income for federal income
tax purposes.
- --------------------------------------------------------------------------------
                                       24

<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS

     T0 THE TRUSTEES OF COLONIAL TRUST IV AND THE SHAREHOLDERS OF
     COLONIAL HIGH YIELD MUNICIPAL FUND

    In our opinion, the accompanying statement of assets and liabilities, 
including the investment portfolio, and the related statements of operations and
of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Colonial High Yield Municipal Fund
(a series of Colonial Trust IV) at November 30, 1995, the results of its
operations, the changes in its net assets and the financial highlights for the
periods indicated, in conformity with generally accepted accounting principles.
These financial statements and the financial highlights (hereafter referred to
as "financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of portfolio positions
at November 30, 1995 by correspondence with the custodian, provide a reasonable
basis for the opinion expressed above.


PRICE WATERHOUSE LLP
- --------------------
PRICE WATERHOUSE LLP
Boston, Massachusetts
January 12, 1996


                        COLONIAL TRUST IV
                      Cross Reference Sheet
                     Colonial Utilities Fund
                     ------------------------

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

    10.                      Cover Page
    11.                      Table of Contents
    12.                      Not Applicable
    13.                      Investment Objective and
                             Policies; Fundamental Investment
                             Policies; Other Investment
                             Policies; Miscellaneous
                             Investment Practices; Portfolio
                             Turnover
    14.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    15.                      Fund Charges and Expenses
    16.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    17.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    18.                      Shareholder Meetings
    19.                      How to Buy Shares; Determination
                             of Net Asset Value; Suspension of
                             Redemptions; Special Purchase
                             Programs/Investor Services;
                             Programs for Reducing or
                             Eliminating Sales Charge; How to
                             Sell Shares; How to Exchange
                             Shares
    20.                      Taxes
    21.                      Fund Charges and Expenses;
                             Management of the Colonial Funds
    22.                      Fund Charges and Expenses;
                             Investment Performance;
                             Performance Measures
    23.                      Independent Accountants


                                                                               

                             COLONIAL UTILITIES FUND

                       Statement of Additional Information
   
                                 March 29, 1996
    


This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectus of Colonial
Utilities 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 March 29, 1996. This 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
Investment Objective and Policies
Fundamental Investment Policies
Other Investment Policies
Special Tax Considerations
Portfolio Turnover
Fund Charges and Expenses
Investment Performance
Custodian
Independent Accountant

Part 2


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







   
UF--296
    


<PAGE>

                                     Part 1

                             COLONIAL UTILITIES FUND
                       Statement of Additional Information
   
                                 March 29, 1996
    

DEFINITIONS
"Trust"          Colonial Trust IV
"Fund"           Colonial Utilities 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 OBJECTIVE AND POLICIES
   
The Fund's Prospectus describes its investment objective 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
           Options (on Indices and
           Securities)
           Repurchase Agreements


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

FUNDAMENTAL INVESTMENT POLICIES
The Investment Company Act of 1940 (Act) provides that a "vote of a majority of
the outstanding voting securities" means the affirmative vote of the lesser of
(1) more than 50% of the outstanding shares of the Fund, or (2) 67% or more of
the shares present at a meeting if more than 50% of the outstanding shares are
represented at the meeting in person or by proxy. The following fundamental
investment policies can not be changed without such a vote.

The Fund may:
1.    Issue senior securities only through borrowing 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;
7.    And will concentrate more than 25% of its total assets in any single
      industry; and
8.    With respect to 75% of total assets, not 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 Trust 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 if, as a result of such purchase, more than 5% of
       its total assets would then be 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; and
   
    
8.     Purchase warrants if, as a result of such purchase, more than 5% of its
       total assets would then be invested in warrants or more than 2% of its
       total assets would then be invested in warrants which are not listed on
       the New York Stock Exchange or American Stock Exchange. (Provided,
       however, that warrants acquired by the Fund in units or attached to
       securities will be deemed to be without value.)
9.     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 otherwise permitted to acquire.


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.

SPECIAL TAX CONSIDERATIONS
The Fund may designate dividends as eligible for the dividends-received
deduction only to the extent that the Fund receives dividends for which the Fund
would be entitled to the dividends-received deduction if the Fund were a regular
corporation and not a regulated investment company. The dividends-received
deduction is available only to corporations and is not available to certain
special corporations, such as Subchapter S corporations, to other entities or to
individuals. There can be no assurance that the dividends-received deduction
will not be reduced or eliminated in the future.

For dividends designated by the Fund as eligible for the dividends-received
deduction to qualify as such by a particular shareholder, the shareholder must
meet the 46-day holding period. The basis of a shareholder's shares may be
reduced by an amount equal to the non-taxed portion of "extraordinary dividends"
eligible for the dividends-received deduction.

   
One-hundred percent of the distributions paid by the Fund from investment income
earned in the year ended November 30, 1995, qualified for the corporate
dividends-received deduction.
    

PORTFOLIO TURNOVER
   
                                  1995           1994
                                  ----           ----
                                   7%             16%
    

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 at the annual rate of 0.65%. The Adviser
has voluntarily agreed to waive its fee so that its actual fee will not exceed
0.65% of average daily net assets of the first $1 billion and 0.60% in excess of
$1 billion.
    
Recent Fees paid to the Adviser, CISI and CISC (for the fiscal years ended
November 30) (dollars in thousands)
   
                                  1995         1994            1993
                                  ----         ----            ----
 Management fee                  $7,486       $8,204         $6,352
 Bookkeeping fee                    401          450            325
 Shareholder service and
   transfer agent fee             2,955        3,134          2,197
12b-1 fees:
   Service fee                    2,905        3,187          2,469
   Distribution fee (Class B)     5,843        6,401          4,486
    

   
Brokerage Commissions (for the fiscal years ended November 30) (dollars in
thousands)
    
   
                                        1995                1994          1993
                                        ----                ----          ----
Total commissions                      $ 468              $ 1,067        $1,573
Directed transactions (a)              7,301               16,100             0
Commissions on directed transactions       7                   24           180

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

Trustees and Trustees Fees
   
For the fiscal year ended November 30, 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 Fund 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                      November 30, 1995    Fund Expense        Retirement            December 31, 1995(b)
- -------                      -----------------    --------            ----------            --------------------

<S>                           <C>                 <C>                   <C>                  <C>     
Robert J. Birnbaum            $3,984              -----                 -----                $ 71,250
Tom Bleasdale                  6,198(c)           -----                 -----                  98,000 (d)
Lora S. Collins                5,757              -----                 -----                  91,000
James E. Grinnell              3,981              -----                 -----                  71,250
William D. Ireland, Jr.        7,137              -----                 -----                 113,000
Richard W. Lowry               3,983              -----                 -----                  71,250
William E. Mayer               5,755              -----                 -----                  91,000
James L. Moody, Jr.            6,450(e)           -----                 -----                  94,500 (f)
John J. Neuhauser              5,756              -----                 -----                  91,000
George L. Shinn                6,519              -----                 -----                 102,500
Robert L. Sullivan             6,384              -----                 -----                 101,000
Sinclair Weeks, Jr.            7,070              -----                 -----                 112,000
</TABLE>
   
(b)    At December 31, 1995, the Colonial Funds complex consisted of 33 open-end
       and 5 closed-end management investment company portfolios.
(c)    Includes $3,081 payable in later years as deferred compensation.
(d)    Includes $49,000 payable in later years as deferred compensation.
(e)    Includes $5,095 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.
    
   
The following table sets forth the amount of compensation paid to Messrs.
Birnbaum, Grinnell and Lowry in their capacities as Trustees or Directors of the
Liberty All-Star Equity Fund and 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 they
        continue to serve as Trustees or Directors 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 February 29, 1996, the officers and trustees of the Trust as a group owned 
less than 1% of the then outstanding shares of the Fund.
    
   
At March 18, 1996, the following shareholders owned 5% or more of the Fund's
outstanding shares: Merrill Lynch, Pierce, Fenner & Smith, Inc., 4800 Deer Lake
Drive, Jacksonville, FL 32216 (6.63% of Class A shares); Merrill Lynch, Pierce,
Fenner & Smith, Inc., Attention: Book Entry, Mutual Fund Operations,
Jacksonville, FL 32216 (19.03% of Class B shares).
    
   
At February 29, 1996 there were 23,207 Class A and 49,527 Class B shareholders.
    
Sales Charges (for the fiscal years ended November 30)(dollars in thousands)

                                 Class A Shares

   
                                             1995            1994         1993
                                             ----            ----         ----
Aggregate initial sales charges
  on Fund share sales                        $706          $1,892       $12,820
Initial sales charges retained by CISI       $ 74          $  210       $ 1,410
    

                                 Class B Shares

   
                                            1995             1994          1993
                                            ----             ----          ----
Aggregate contingent deferred sales
 charges (CDSC) on Fund redemptions
 retained by CISI                          $3,597          $4,073           $912
    

12b-1 Plans, CDSCs and Conversion of Shares
The Fund offers two classes of shares - Class A and Class B. The Fund may in the
future offer other classes of shares. The Trustees have approved 12b-1 plans
pursuant to Rule 12b-1 under the Act. Under the Plans, the Fund pays CISI a
service fee at an annual rate of 0.25% of average net assets attributed to each
class of shares and a distribution fee at the annual rate of 0.75% of average
net assets attributed to 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 fee
is payable regardless of the amount of CISI's expenses, CISI may in some cases
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 indirect financing of the distribution of Fund shares.
    

The Trustees believe the Plans could be a significant factor in the growth and
retention of Fund assets resulting in a more advantageous expense ratio and
increased investment flexibility which could benefit each class of Fund
shareholders. The 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 Trust 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 subject to a
CDSC if redeemed within six years after purchase. The CDSC's are described in
the Prospectus.

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

   
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 November 30, 1995 were:
    

                                          Class A Shares        Class B Shares
   
Fees to FSFs                                    $933                 $3,684
Cost  of  sales   material   relating
  to  the  Fund (including printing and
  mailing expenses)                               95                    214
Allocated travel, entertainment and other
  promotional expenses (including advertising)   150                    306
    


INVESTMENT PERFORMANCE
   
The Fund's Class A and Class B yields for the month ended November 30, 1995 were
3.82% and 3.26%, respectively.
    
   
The Fund's average annual total returns at November 30, 1995, achieved in part
under the investment objectives and policies of the Fund prior to its conversion
to a utilities fund on March 4, 1992, were:
    

                                    Class A Shares

                           1 year            5 years                 10 years
                           ------            -------                 --------
   
With sales charge of 4.75%  22.78%            12.82%                   8.99%
Without sales charge        28.90%            13.93%                   9.52%
    

                                    Class B Shares
   
                                                             Since inception
                                 1 year                    5/5/92 to 11/30/95
                                 ------                    -------------------
With applicable CDSC             22.96%(5.00% CDSC)          8.44%(3.00% CDSC)
Without CDSC                     27.96%                           9.11%
    
   
The Fund's Class A and Class B distribution rates at November 30, 1995, which
are based on the latest month's distributions, annualized, and the maximum
offering price at the end of the month, were 4.18% and 3.64%, 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 have been so incorporated, and the schedule of 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 18 of the Fund's November 30, 1995 Annual Report are
incorporated in this SAI by reference.
    

<PAGE>
                              INVESTMENT PORTFOLIO

                        NOVEMBER 30, 1995 (IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCKS - 86.2%                                         SHARES         VALUE
- ----------------------------------------------------------------------------------
<S>                                                          <C>        <C>
TRANSPORTATION, COMMUNICATION, ELECTRIC,
GAS & SANITARY SERVICES
 COMMUNICATIONS - 26.7%
 AT&T Corp.                                                      200    $   13,200
 Ameritech Corp.                                                 700        38,500
 Bell Atlantic Corp.                                             550        34,650
 BellSouth Corp.                                               1,050        40,819
 Frontier Corp.                                                  275         7,116
 GTE Corp.                                                     1,150        49,019
 MCI Communications Corp.                                        300         8,025
 NYNEX Corp.                                                   1,050        52,106
 Pacific Telesis Group, Inc.                                     100         3,000
 SBC Communications, Inc.                                        725        39,150
 Sprint Corp.                                                    125         5,000
 US West, Inc.                                                   750        23,437
 US West Media Group                                             700        12,600
                                                                        ----------
                                                                           326,622
                                                                        ----------

 ELECTRIC SERVICES - 50.1%
 American Electric Power Co., Inc.                               450        16,931
 Baltimore Gas & Electric Co.                                    100         2,663
 Boston Edison Co.                                               725        20,209
 Carolina Power & Light Co.                                      150         4,931
 Cincinnati Gas & Electric Co.                                 1,100        32,450
 Consolidated Edison Co. of New York                              50         1,444
 DPL, Inc.                                                     1,500        36,000
 Detroit Edison Co.                                            1,225        39,966
 Eastern Utilities Association                                   125         2,873
 Entergy Corp.                                                   500        13,938
 FPL Group, Inc.                                               1,100        47,713
 Florida Progress Corp.                                          275         9,453
 General Public Utilities Corp.                                1,200        37,950
 Hawaiian Electric Industries, Inc.                              488        18,647
 Houston Industries, Inc.                                        125         5,719
 IES Industries, Inc.                                            650        18,038
 KU Energy Corp.                                                 200         5,875
 Kansas City Power & Light Co.                                   700        17,500
 Long Island Lighting Co.                                        550         9,419
 New York State Electric & Gas Corp.                             400        10,400
 Northeast Utilities                                             600        14,325
 Ohio Edison Co.                                                 325         7,394
 PacifiCorp                                                    1,700        33,363
 Peco Energy Co.                                                 350        10,150
</TABLE>


                                       6

<PAGE>
                     Investment Portfolio/November 30, 1995

<TABLE>
- ----------------------------------------------------------------------------------
<S>                                                          <C>        <C>
 Pinnacle West Capital Corp.                                     200    $    5,450
 Portland General Corp.                                          600        16,950
 Public Service Co. of Colorado                                  575        19,838
 Public Service Enterprise Group, Inc.                           400        11,850
 Puget Sound Power & Light Co.                                   200         4,650
 Rochester Gas & Electric Corp.                                  125         2,938
 SCE Corp.                                                       300         4,688
 Scana Corp.                                                     325         8,774
 Sierra Pacific Resources                                        250         5,781
 Southern Co.                                                  1,800        41,174
 Texas Utilities Co.                                             775        29,837
 Union Electric Co.                                              100         4,012
 Utilicorp United, Inc.                                          600        16,724
 Western Resources, Inc.                                         650        21,531
                                                                        ----------
                                                                           611,548
                                                                        ----------

 GAS SERVICES - 9.4%
 Energen Corp.                                                   193         4,490
 KN Energy, Inc.                                                 100         2,913
 MCN Corp.                                                       875        19,031
 MDU Resources Group, Inc.                                       225         4,528
 Pacific Enterprises                                             450        12,038
 Panhandle Eastern Corp.                                         600        17,025
 People's Energy Corp.                                           217         6,612
 UGI Corp.                                                       700        14,524
 Williams Companies, Inc.                                        800        33,600
                                                                        ----------
                                                                           114,761
                                                                        ----------

 TOTAL COMMON STOCKS (cost of $965,481)                                  1,052,931
                                                                        ----------

PREFERRED STOCKS - 12.7 %
- ----------------------------------------------------------------------------------
TRANSPORTATION, COMMUNICATION, ELECTRIC,
GAS & SANITARY SERVICES
 ELECTRIC SERVICES - 11.2%
 Appalachian Power Co., 7.40%                                     13         1,274
 Arizona Public Service Co., $1.8125, Series W                   180         4,590
 Arkansas Power & Light Co.:
         7.80%                                                    10           990
         7.88%                                                     9           890
 Baltimore Gas & Electric Co.,
   6.75% Sinking Fund                                             29         2,952
 Boston Edison Co., 7.75%                                        100         2,500
 Carolina Power & Light Co., 7.72%                                30         3,030
 Central Maine Power Co., 7.875%                                  16         1,564
 Central Power & Light Co., 7.12%                                 16         1,546
 Cleveland Electric Illuminating Co., A.R.P.,
  Series L                                                        65         4,778
 Commonwealth Edison Co., 7.24%                                   52         5,130
</TABLE>


                                       7

<PAGE>
                     Investment Portfolio/November 30, 1995

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
PREFERRED STOCKS - CONT.                                      SHARES         VALUE
- ----------------------------------------------------------------------------------
<S>                                                          <C>        <C>
TRANSPORTATION, COMMUNICATION, ELECTRIC,
GAS & SANITARY SERVICES - CONT.
 ELECTRIC SERVICES - CONT.
 Detroit Edison Co.:
         7.36%                                                    45    $    4,545
         7.45%                                                    31         3,130
         7.68%                                                    30         3,001
         7.74%                                                   100         2,500
         7.75%                                                   100         2,563
 Duke Power Co., 7.04%                                            20         2,158
 Florida Power & Light Co.:
         7.40%, Series G                                          24         2,415
         7.40%                                                     4           400
         7.76%                                                    17         1,743
 Georgia Power Co.:
         A.R.P.                                                  110         2,613
         7.80%                                                    11         1,161
 Gulf States Utilities Co.:
         8.80%, Series A                                          17         1,679
         A.R.P., Series A                                         19         1,823
         7.56%                                                    18         1,604
         8.52%                                                     8           780
 Illinois Power Co.:
         A.R.P., Series A                                         25         1,125
         A.R.P., Series B                                         30         1,459
         7.75%                                                    50         2,606
 Jersey Central Power & Light Co., 7.88%                          15         1,470
 Louisiana Power & Light Co., 8.00%, Series 1992                  90         2,295
 Montana Power Company, $6.875                                    30         3,060
 Niagara Mohawk Power Corp.:
         A.R.P., Series B                                        161         3,186
         7.72%                                                    26         1,917
 Northern Indiana Public Service Co., 7.44%                        9           911
 Ohio Edison Co., 7.75%                                          240         6,000
 PSI Energy, Inc.:
         6.88%                                                    36         3,708
         7.44%                                                   235         5,992
 Peco Energy Company, 7.48%                                       30         3,142
 Pennsylvania Power & Light Co., 6.75%                            51         5,227
 Pennsylvania Power Co., 7.75%                                    15         1,425
 Public Service Electric & Gas Co., 7.52%                         32         3,095
 Southern California Edison Co., 7.36%                           125         3,147
 Tampa Electric Company, 7.44%, Series F                          11         1,089
 Texas Utilities Co.:
         7.22%                                                   200         5,500
         7.50%                                                   480        13,320
         7.98%                                                    35         3,841
</TABLE>


                                       8

<PAGE>
                     Investment Portfolio/November 30, 1995

<TABLE>
- ----------------------------------------------------------------------------------
<S>                                                          <C>        <C>
 Toledo Edison Co., A.R.P., Series A                              40    $      740
 Union Electric Co., $7.44                                        18         1,809
                                                                        ----------
                                                                           137,423
                                                                        ----------
 GAS SERVICES - 1.1%
 Enron Corp., 8.00%                                              400        10,100
 Pacific Enterprises, $4.50                                        4           264
 Williams Co., Inc., $3.50                                        37         2,683
                                                                        ----------
                                                                            13,047
                                                                        ----------
 PIPELINES - 0.4%
 Enserch Corp. A.R.P., Series E                                   48         4,579
                                                                        ----------

 TOTAL PREFERRED STOCKS (cost of $154,644)                                 155,049
                                                                        ----------

 TOTAL INVESTMENTS - 98.9% (cost of $1,120,125) (a)                      1,207,980
                                                                        ----------

 SHORT-TERM OBLIGATIONS - 1.0%                                 PAR
 ---------------------------------------------------------------------------------
 Repurchase agreement with Bankers Trust Securities
 Corp. dated 11/30/95, due 12/01/95 at 5.90% collateralized
 by U.S. Treasury notes with various maturities to 1997,
 market value $12,194 (repurchase proceeds $11,969)          $11,967        11,967
                                                                        ----------


OTHER ASSETS & LIABILITIES, NET - 0.1%                                       1,355
- ----------------------------------------------------------------------------------

NET ASSETS - 100.0%                                                     $1,221,302
                                                                        ==========
</TABLE>

NOTES TO INVESTMENT PORTFOLIO:
- --------------------------------------------------------------------------------
(a) Cost for federal income tax purposes is the same.

Acronym                                                          Name
 A.R.P.                                                Adjustable Rate Preferred


See notes to financial statements.


                                       9

<PAGE>
                       STATEMENT OF ASSETS & LIABILITIES

                               NOVEMBER 30, 1995

<TABLE>
<CAPTION>
(in thousands except for per share amounts and footnotes)
<S>                                                        <C>       <C>
ASSETS
Investments at value (cost $1,120,125)                               $1,207,980
Short-term obligations                                                   11,967
                                                                     ----------
                                                                      1,219,947
Receivable for:
  Dividends                                                $5,362
  Fund shares sold                                          2,265
  Investments sold                                          1,551
  Interest                                                      2
  Other                                                        32         9,212
                                                           ------    ----------
    Total Assets                                                      1,229,159

LIABILITIES
Payable for:
  Distributions                                             3,974
  Fund shares repurchased                                   3,750
Accrued:
  Deferred Trustees fees                                       22
  Transfer Agent Out-of-Pocket fees                           100
  Other                                                        11
                                                           ------
    Total Liabilities                                                     7,857
                                                                     ----------

NET ASSETS                                                           $1,221,302
                                                                     ==========

Net asset value & redemption price per share -
Class A ($400,349/27,851)                                                $14.37
                                                                     ==========
Maximum offering price per share - Class A
($14.37/0.9525)                                                          $15.09 (a)
                                                                     ==========
Net asset value & offering price per share -
Class B ($820,953/57,110)                                                $14.37 (b)
                                                                     ==========

COMPOSITION OF NET ASSETS
Capital paid in                                                      $1,234,731
Undistributed net investment income                                         796
Accumulated net realized loss                                          (102,080)
Net unrealized appreciation                                              87,855
                                                                     ----------
                                                                     $1,221,302
                                                                     ==========
</TABLE>

(a) On sales of $50,000 or more the offering price is reduced.
(b) Redemption price per share is equal to net asset value less any applicable
    contingent deferred sales charge.


See notes to financial statements.


                                       10

<PAGE>
                            STATEMENT OF OPERATIONS

                      FOR THE YEAR ENDED NOVEMBER 30, 1995

<TABLE>
<CAPTION>
(in thousands)
<S>                                                          <C>         <C>
INVESTMENT INCOME
Dividends                                                                $ 71,455
Interest                                                                      859
                                                                         --------
                                                                           72,314
EXPENSES
Management fee                                               $  7,486
Service fee                                                     2,905
Distribution fee - Class B                                      5,843
Transfer agent                                                  2,955
Bookkeeping fee                                                   401
Trustees fee                                                       47
Custodian fee                                                      38
Audit fee                                                          53
Legal fee                                                          13
Registration fee                                                   33
Reports to shareholders                                            19
Other                                                             139      19,932
                                                             --------    --------
       Net Investment Income                                               52,382

NET REALIZED & UNREALIZED GAIN (LOSS) ON PORTFOLIO POSITIONS
Net realized loss                                             (21,504)
Net unrealized appreciation during
the period                                                    260,221
                                                             --------
       Net Gain                                                           238,717
                                                                         --------
Net Increase in Net Assets from Operations                               $291,099
                                                                         ========
</TABLE>



See notes to financial statements.


                                       11

<PAGE>
                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                             Year ended November 30
(in thousands)                                              ------------------------
INCREASE (DECREASE) IN NET ASSETS                               1995           1994
<S>                                                         <C>           <C>
Operations:
Net investment income                                       $   52,382    $   64,059
Net realized loss                                              (21,504)      (38,551)
Net unrealized appreciation (depreciation)                     260,221      (164,651)
                                                            ----------    ----------
    Net Increase (Decrease) from Operations                    291,099      (139,143)
Distributions:
From net investment income - Class A                           (19,543)      (23,148)
From net investment income - Class B                           (33,675)      (39,378)
                                                            ----------    ----------
                                                               237,881      (201,669)
                                                            ----------    ----------
Fund Share Transactions:
Receipts for shares sold - Class A                              41,022        63,527
Value of distributions reinvested - Class A                     14,696        17,112
Cost of shares repurchased - Class A                          (106,875)     (143,099)
                                                            ----------    ----------
                                                               (51,157)      (62,460)
                                                            ----------    ----------
Receipts for shares sold - Class B                              62,927       143,384
Value of distributions reinvested - Class B                     27,317        31,354
Cost of shares repurchased - Class B                          (172,228)     (267,909)
                                                            ----------    ----------
                                                               (81,984)      (93,171)
                                                            ----------    ----------
    Net Decrease from Fund Share Transactions                 (133,141)     (155,631)
                                                            ----------    ----------
        Total Increase (Decrease)                              104,740      (357,300)
NET ASSETS
Beginning of period                                          1,116,562     1,473,862
                                                            ----------    ----------
End of period (including undistributed net investment
  income of $796 and $1,754, respectively)                  $1,221,302    $1,116,562
                                                            ==========    ==========

NUMBER OF FUND SHARES
Sold - Class A                                                   3,230         5,014
Issued for distributions reinvested - Class A                    1,156         1,373
Repurchased - Class A                                           (8,370)      (11,531)
                                                            ----------    ----------
                                                                (3,984)       (5,144)
                                                            ----------    ----------
Sold - Class B                                                   4,945        11,245
Issued for distributions reinvested - Class B                    2,147         2,517
Repurchased - Class B                                          (13,428)      (21,694)
                                                            ----------    ----------
                                                                (6,336)       (7,932)
                                                            ----------    ----------
</TABLE>



See notes to financial statements.


                                       12

<PAGE>
                         NOTES TO FINANCIAL STATEMENTS

                               November 30, 1995

NOTE 1. ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
ORGANIZATION: Colonial Utilities Fund (the Fund), a series of Colonial Trust IV,
is a diversified portfolio of a Massachussets business trust registered under
the Investment Company Act of 1940, as amended, as a open-end, management
investment company. The Fund may issue an unlimited number of shares. The Fund
offers Class A shares sold with a front-end sales charge and Class B shares
which are subject to an annual distribution fee and a contingent deferred sales
charge. Class B shares will convert to Class A shares when they have been
outstanding approximately eight years. The following significant accounting
policies are consistently followed by the Fund in the preparation of its
financial statements and conform to generally accepted accounting principles.

SECURITY VALUATION AND TRANSACTIONS: Equity securities are valued at the last
sale price or, in the case of unlisted or listed securities for which there were
no sales during the day, at current quoted bid prices.

Short-term obligations with a maturity of 60 days or less are valued at
amortized cost.

Portfolio positions which cannot be valued as set forth above are valued at fair
value under procedures approved by the Trustees.

Security transactions are accounted for on the date the securities are
purchased, sold, or mature.

Cost is determined and gains (losses) are based upon the specific identification
method for both financial statement and federal income tax purposes.

DETERMINATION OF CLASS NET ASSET VALUES AND FINANCIAL HIGHLIGHTS: All income,
expenses (other than the Class B distribution fee), realized and unrealized
gains (losses), are allocated to each class proportionately on a daily basis for
purposes of determining the net asset value of each class.

Class B per share data and ratios are calculated by adjusting the expense and
net investment income per share data and ratios for the Fund for the entire
period by the annualized distribution fee applicable to Class B shares only.

FEDERAL INCOME TAXES: Consistent with the Fund's policy to qualify as a
regulated investment company and to distribute all of its taxable income, no
federal income tax has been accrued.

DISTRIBUTIONS TO SHAREHOLDERS: The Fund declares and records distributions daily
and pays monthly.

The character of income and gains to be distributed are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles. Reclassifications are made to the Fund's capital accounts to reflect
income and gains available for distribution (or available capital loss
carryovers) under income tax regulations.


                                       13

<PAGE>
                Notes to Financial Statements/November 30, 1995

NOTE 1. ACCOUNTING POLICIES - CONT.
- --------------------------------------------------------------------------------
OTHER: Corporate actions are recorded on the ex-date. Interest income is
recorded on the accrual basis.

The Fund's custodian takes possession through the federal book-entry system of
securities collateralizing repurchase agreements. Collateral is marked-to-market
daily to ensure that the market value of the underlying assets remains
sufficient to protect the Fund. The Fund may experience costs and delays in
liquidating the collateral if the issuer defaults or enters bankruptcy.

NOTE 2. FEES AND COMPENSATION PAID TO AFFILIATES
- --------------------------------------------------------------------------------
MANAGEMENT FEE: Colonial Management Associates, Inc. (the Adviser) is the
investment Adviser of the Fund and furnishes accounting and other services and
office facilities for a monthly fee based on the Fund's average net assets as
follows:

<TABLE>
<CAPTION>
                   Average Net Assets                        Annual Fee Rate
                   ------------------                        ---------------
                   <S>                                       <C>
                   First $1 billion                               0.65%
                   Over $1 billion                                0.60%
</TABLE>

BOOKKEEPING FEE: The Adviser provides bookkeeping and pricing services for
$27,000 per year plus a percentage of the Fund's average net assets as follows:

<TABLE>
<CAPTION>
                   Average Net Assets                        Annual Fee Rate
                   ------------------                        ---------------
                   <S>                                       <C>
                   First $50 million                            No charge
                   Next $950 million                              0.035%
                   Next $1 billion                                0.025%
                   Next $1 billion                                0.015%
                   Over $3 billion                                0.001%
</TABLE>

TRANSFER AGENT: Colonial Investors Service Center, Inc. (the Transfer Agent), an
affiliate of the Adviser, provides shareholder services and receives a monthly
fee equal to 0.20% annually of the Fund's average net assets and receives a
reimbursement for certain out of pocket expenses.

UNDERWRITING DISCOUNTS, SERVICE AND DISTRIBUTION FEES: Colonial Investment
Services, Inc. (the Distributor), an affiliate of the Adviser, is the Fund's
principal underwriter. For the year ended November 30, 1995, the Fund has been
advised that the Distributor retained net underwriting discounts of $74,182 on
sales of the Fund's Class A shares and received contingent deferred sales
charges (CDSC) of $3,596,980 on Class B share redemptions.

The Fund has adopted a 12b-1 plan which requires it to pay the Distributor a
service fee equal to 0.25% annually of the Fund's net assets as of the 20th of
each month. The plan also requires the payment of a distribution fee to the
Distributor equal to 0.75% of the average net assets attributable to Class B
shares only.

The CDSC and the fees received from the 12b-1 plan are used principally as
repayment to the Distributor for amounts paid by the Distributor to dealers who
sold such shares.


                                       14

<PAGE>
                Notes to Financial Statements/November 30, 1995

- --------------------------------------------------------------------------------
OTHER: The Fund pays no compensation to its officers, all of whom are employees
of the Adviser.

The Fund's Trustees may participate in a deferred compensation plan which may be
terminated at any time. Obligations of the plan will be paid solely out of the
Fund's assets.

NOTE 3. PORTFOLIO INFORMATION
- --------------------------------------------------------------------------------
INVESTMENT ACTIVITY: During the year ended November 30, 1995, purchases and
sales of investments, other than short-term obligations, were $83,598,066 and
$223,972,181, respectively.

Unrealized appreciation (depreciation) at November 30, 1995, based on cost of
investments for both financial statement and federal income tax purposes was:

<TABLE>
   <S>                                                         <C>
   Gross unrealized appreciation                               $132,876,705
   Gross unrealized depreciation                                (45,021,216)
                                                               ------------
       Net unrealized appreciation                             $ 87,855,489
                                                               ------------
</TABLE>

At November 30, 1995, capital loss carryforwards available (to the extent
provided in regulations) to offset future realized gains were approximately as
follows:

<TABLE>
<CAPTION>
                     Year of                                   Capital loss
                   expiration                                  carryforward
                   ----------                                  ------------
                   <S>                                         <C>
                      1996                                     $  3,427,000
                      1997                                       32,911,000
                      1998                                        9,759,000
                      1999                                        3,592,000
                      2000                                        6,425,000
                      2001                                        6,391,000
                      2002                                       38,551,000
                      2003                                       21,504,000
                                                               ------------
                                                               $122,560,000
                                                               ------------
</TABLE>

The loss carryforwards expiring in 1996, and $11,630,000 and $5,427,000 of the
loss carryforwards expiring in 1997 and 1998, respectively, were acquired in the
merger with Colonial Corporate Cash Trust II.

Expired capital loss carryforwards, if any, are recorded as a reduction of
capital paid in.

To the extent loss carryforwards are used to offset any future realized gains,
it is unlikely that such gains would be distributed since they may be taxable to
shareholders as ordinary income.

OTHER: The Fund concentrates its investments in utility securities and certain
other industries, subjecting it to greater risk than a fund that is more
diversified.


                                       15

<PAGE>
                              FINANCIAL HIGHLIGHTS

Selected data for a share of each class outstanding throughout each period are
as follows:

<TABLE>
<CAPTION>
                                                          Year ended November 30
                                              ---------------------------------------------
                                                       1995                      1994
                                              Class A       Class B       Class A   Class B
                                              -------       -------       -------   -------
<S>                                           <C>           <C>           <C>       <C>
Net asset value -
   Beginning of period                        $11.720       $11.720       $13.600   $13.600
                                              -------       -------       -------   -------

INCOME FROM INVESTMENT OPERATIONS:
Net investment income                           0.640         0.544         0.681     0.587
Net realized and
unrealized gain (loss)                          2.659         2.659        (1.896)   (1.896)
                                              -------       -------       -------   -------
   Total from Investment
      Operations                                3.299         3.203        (1.215)   (1.309)
                                              -------       -------       -------   -------

LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net
investment income                              (0.649)       (0.553)       (0.665)   (0.571)
From capital
paid in                                           ---           ---           ---       ---
                                              -------       -------       -------   -------
  Total Distributions
   Declared to
   Shareholders                                (0.649)       (0.553)       (0.665)   (0.571)
                                              -------       -------       -------   -------
Net asset value -
   End of period                              $14.370       $14.370       $11.720   $11.720
                                              =======       =======       =======   =======
Total return (d)                                28.90%        27.96%       (9.04)%   (9.73)%
                                              =======       =======       =======   =======

RATIOS TO AVERAGE NET ASSETS
Expenses                                         1.21% (e)     1.96% (e)     1.23%     1.98%
Net investment income                            5.00% (e)     4.25% (e)     5.49%     4.74%
Portfolio turnover                                  7%            7%           16%       16%
Net assets at end
of period (in millions)                       $   400       $   821       $   373   $   744
</TABLE>

(a) All per share amounts have been restated to reflect the 4-for-1 stock split
    effective February 10, 1992.
(b) Class B shares were initially offered on May 5, 1992.  Per share amounts
    reflect activity from that date.
(c) The return of capital is for book purposes only and is a result of book-tax
    differences from the merger of Colonial Utilities Fund (formerly Colonial
    Corporate Cash Trust I) and Colonial Corporate Cash Trust II in a prior
    year. The 1992 amount represents a reclassification for book purposes only
    relating to that merger.
(d) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.
(e) The benefits derived from custody credits and directed brokerage
    arrangements had no impact. Prior year ratios are net of benefits received,
    if any.
(f) Not annualized.
(g) Annualized.


                                       16

<PAGE>
                        FINANCIAL HIGHLIGHTS - continued

<TABLE>
<CAPTION>
                             Year ended November 30
================================================================================
          1993                            1992(a)                    1991(a)
Class A         Class B         Class A           Class B (b)        Class A
- -------         -------         -------           -------            -------
<S>             <C>             <C>               <C>                <C>

$12.960         $12.960         $11.440           $12.310            $10.090
- -------         -------         -------           -------            -------


  0.713           0.612           0.741             0.296              0.917

  0.616           0.616           1.517             0.691              1.377
- -------         -------         -------           -------            -------

  1.329           1.228           2.258             0.987              2.294
- -------         -------         -------           -------            -------


 (0.689)         (0.588)         (0.727)           (0.337)            (0.941)


    ---             ---          (0.011)(c)           ---             (0.003)(c)
- -------         -------         -------           -------            -------


 (0.689)         (0.588)         (0.738)           (0.337)            (0.944)
- -------         -------         -------           -------            -------

$13.600         $13.600         $12.960           $12.960            $11.440
=======         =======         =======           =======            =======
  10.20%           9.42%          20.21%             6.06%(f)          23.56%
=======         =======         =======           =======            =======


   1.19%           1.94%           1.16%             1.91%(g)           1.11%
   4.92%           4.17%           5.52%             4.77%(g)           8.50%
      6%              6%             35%               35%                 1%

$   503         $   971         $   232           $   156            $   135
</TABLE>

- --------------------------------------------------------------------------------
Federal Income Tax Information (unaudited)
100% of the distributions paid by the Fund from investment income earned in the
year ended November 30, 1995, qualify for the corporate dividends received
deduction.


                                       17

<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

T0 THE TRUSTEES OF COLONIAL TRUST IV AND THE SHAREHOLDERS OF
   COLONIAL UTILITIES FUND

   In our opinion, the accompanying statement of assets and liabilities,
including the investment portfolio, and the related statements of operations and
of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Colonial Utilities Fund (a series
of Colonial Trust IV) at November 30, 1995, the results of its operations, the
changes in its net assets and the financial highlights for the periods indicated
in conformity with generally accepted accounting principles. These financial
statements and the financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of portfolio positions at November 30, 1995
by correspondence with the custodian, provide a reasonable basis for the opinion
expressed above.


PRICE WATERHOUSE LLP
- --------------------
PRICE WATERHOUSE LLP
Boston, Massachusetts
January 12, 1996

                       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  legislation  limits and future  legislation 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.


<PAGE>


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
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 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 Colonialthe 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 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 the 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 the fund's  investments other than tax-exempt  instruments may give rise to
taxable income. The fund's shares must be held for more than six months in order
to avoid the  disallowance  of a capital  loss on the sale of fund shares to the
extent of  tax-exempt  dividends  paid during that period.  A  shareholder  that
borrows  money to  purchase  the  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 Ffund.
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 (in this section,  and the following  sections
entitled  "Trustees and Officers," "The Management  Agreement,"  "Administration
Agreement," "The Pricing and Bookkeeping  Agreement," "Portfolio  Transactions,"
"Investment  decisions,"  and "Brokerage  and research  services," the "Adviser"
refers to Colonial  Management  Associates,  Inc.) 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.
    



<PAGE>


Trustees and Officers (this section applies to all of the Colonial funds)
<TABLE>
<CAPTION>
                                         Position with
Name and Address                Age      Fund               Principal Occupation During Past Five Years
- ----------------                ---      ----               -------------------------------------------
                                         
   
<S>                            <C>      <C>                <C>
Robert J. Birnbaum(1) (2)       68       Trustee            Retired since 1994 (formerly Special Counsel, Dechert
313 Bedford Road                                            Price & Rhoads from September, 1988 to December, 1993)
Ridgewood, NJ 07450

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

Lora S. Collins                 60       Trustee            Attorney with Kramer, Levin, Naftalis, Nessen, Kamin &
919 Third Avenue                                            Frankel since September, 1986 (3)
New York, NY 10022

James E. Grinnell (1) (2)       66       Trustee            Private Investor since November, 1988
22 Harbor Avenue
Marblehead, MA 01945

William D. Ireland, Jr.         72       Trustee            Retired since 1990, is a Trustee of certain charitable
103 Springline Drive                                        and non-charitable organizations since February, 1990 (3)
Vero Beach, FL 32963

Richard W. Lowry (1) (2)        59       Trustee            Private Investor since August, 1987
10701 Charleston Drive
Vero Beach, FL 32963

William E. Mayer*               55       Trustee            Dean, College of Business and Management, University of
College Park, MD 20742                                      Maryland since October, 1992 (formerly Dean, Simon
                                                            Graduate School of Business, University of Rochester from
                                                            October, 1991 to July, 1992 (3)
    

       
   
James L. Moody, Jr.             64       Trustee            Chairman of the Board, Hannaford Bros., Co. since May,
                                                            1984 (formerly Chief Executive Officer, Hannaford Bros.
                                                            Co. from May, 1984 to May, 1992) (3)

John J. Neuhauser               52       Trustee            Dean, Boston College School of Management since 1978 (3)
140 Commonwealth Avenue
Chestnut, Hill MA 02167

George L. Shinn                 73       Trustee            Financial Consultant since 1989 (formerly Chairman, Chief
The First Boston Corp.                                      Executive Officer and Consultant, The First Boston
Tower Forty Nine                                            Corporation from 1983 to July, 1991) (3)
12 East 49th Street
New York, NY 10017

Robert L. Sullivan              68       Trustee            Self-employed Management Consultant since January, 1989
7121 Natelli Woods Lane                                     (3)
Bethesda, MD 20817
    



<PAGE>



   
Sinclair Weeks, Jr.             72       Trustee            Chairman of the Board, Reed & Barton Corporation since
Bay Colony Corporate Ctr.                                   1987 (3)
Suite 4550
1000 Winter Street
Waltham, MA 02154

Harold W. Cogger                59       President         President of Colonial funds since March, 1996
                                         (formerly Vice     (formerly Vice President from July, 1993 to March,
                                         President)         1996); 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   of
                                                            TCG;  Executive Vice
                                                            President        and
                                                            Director,    Liberty
                                                            Financial (3)

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

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

Richard A. Silver               48       Treasurer and      Treasurer and Chief Financial Officer of Colonial funds
                                         Chief Financial    since July, 1993 (formerly Controller from July, 1980
                                         Officer            to July, 1993), is Senior Vice President and Director
                                         (formerly          since April, 1988 and Treasurer and Chief Financial
                                         Controller)        Officer since July, 1993 of the Adviser (formerly
                                                            Assistant  Treasurer
                                                            from  January,  1978
                                                            to   July,    1993);
                                                            Treasurer  and Chief
                                                            Financial Officer of
                                                            TCG since July, 1993
                                                            (formerly  Assistant
                                                            Treasurer   of   TCG
                                                            from  January,  1985
                                                            to July, 1993) (3)

Arthur O. Stern                 56       Secretary          Secretary of Colonial funds since 1985, 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 since
                                                            March, 1995 and Clerk since March, 1985  of TCG
                                                            (formerly Executive Vice President, Compliance from
                                                            March, 1995 to March, 1996 and Vice President - Legal
                                                            of TCG from March, 1985 to March, 1995) (3)
    
</TABLE>
   
(1)      Elected to the Colonial Funds complex on April 21, 1995.

(2)      On April 3,  1995,  and in  connection  with the  merger  of TCG with a
         subsidiary of 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 Utilities  Trust, the master
         fund in Colonial Global  Utilities Fund, a series of Colonial Trust III
         (LFC  Portfolio) on March 27, 1995 in connection with the merger of TCG
         with a subsidiary of Liberty Financial.

*        Trustees who are "interested persons" (as defined in the Investment
         Company Act of 1940) 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 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,  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 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 Administration  Agreement has a one year term. The Adviser is paid a monthly
fee at the annual  rate of average  daily net assets set forth in Part 1 of this
Statement of Additional Information.
    

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.
    
   
Stein  Roe &  Farnham  Incorporated,  the  investment  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 ,and Colonial Global  Utilities Fund,. For each of
these funds,  see Part 1 of its respective SAI. The Adviser of Colonial  Newport
Tiger Fund follows the same  procedures as those set forth under  "Brokerage and
research services."
    
   
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  and  Colonial  Newport  Tiger  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 Colonialthe 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.  Funds with portfolio securities which are primarily
listed on foreign exchanges may experience trading and changes in NAV on days on
which such Fund does not determine NAV due to  differences  in closing  policies
among exchanges.  This may significantly affect the NAV of the Fund's redeemable
securities on days when an investor cannot redeem such securities. The net asset
value of the  Municipal  Money Market  Portfolio  will not be determined on days
when the  Exchange is closed  unless,  in the  judgment of the  Municipal  Money
Market Portfolio's Board of Trustees, the net asset value of the Municipal Money
Market  Portfolio  should  be  determined  on any such  day,  in which  case the
determination will be made at 3:00 p.m., 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.  Trading on certain foreign  securities  markets may not take place on
all business days in New York,  and trading on some foreign  securities  markets
takes  place on days  which are not  business  days in New York and on which the
Fund's NAV is not calculated. The values of these securities used in determining
the NAV are  computed  as of such  times.  Also,  because  of the amount of time
required to collect  and  process  trading  information  as to large  numbers of
securities  issues, the values of certain securities (such as convertible bonds,
U.S. government  securities,  and tax-exempt securities) are determined based on
market quotations  collected  earlier in the day at the latest  practicable time
prior to the close of the Exchange. Occasionally,  events affecting the value of
such securities may occur between such times and the close of the Exchange which
will not be reflected in the  computation of each 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.
    
   
(The following two paragraphs are applicable only to Colonial Newport Tiger Fund
- -  "Adviser"  in these two  paragraphs  refers to the  Fund's  Adviser  which is
Newport Fund Management, Inc.)
    
   
Trading in securities on stock  exchanges and over  -the-counter  markets in the
Far East is normally  completed well before the close of the business day in New
York.  Trading  on Far  Eastern  securities  markets  may not take  place on all
business days in New York,  and trading on some Far Eastern  securities  markets
does take place on days which are not business days in New York and on which the
Fund's NAV is not calculated.
    
   
The   calculation   of  the   Fund's   NAV   accordingly   may  not  take  place
contemporaneously  with the  determination of the prices of the Fund's portfolio
securities used in such  calculations.  Events affecting the values of portfolio
securities that occur between the time their prices are determined and the close
of the Exchange (when the Fund's NAV is calculated) will not be reflected in the
Fund's   calculation  of  NAV  unless  the  Adviser,   acting  under  procedures
established  by the Board of  Trustees of the Trust,  deems that the  particular
event would  materially  affect the Fund's NAV, in which case an adjustment will
be  made.  Assets  or  liabilities  initially  expressed  in  terms  of  foreign
currencies  are  translated  prior to the next  determination  of the NAV of the
Fund's shares into U.S. dollars at prevailing market rates.
    
   
Amortized  Cost for Money Market Funds (this section  currently  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 money market  fund's NAV per share at $1.00.
When a money market  fund's market value  deviates  from the  amortized  cost of
$1.00, and results in a material dilution to existing shareholders,  the Trust's
Trustees will take  corrective  action 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 a 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 any up-front and/or ongoing commissions paid to FSFs.
    
   
Checks  presented  for the  purchase of shares of the Fund which are returned by
the  purchaser's  bank or  checkwriting  privilege  checks  for which  there are
insufficient  funds in a shareholder's  account to cover redemption will subject
such  purchaser  or  shareholder  to a $15 service fee for each check  returned.
Checks must be drawn on a U.S. bank and must be payable in U.S. dollars.
    
   
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
fFundamatic  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.  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
against loss in declining markets.

Reinstatement  Privilege. An investor who has redeemed Class A, B, D or T shares
may, upon request, reinstate within one year a portion or all of the proceeds of
such  sale in  shares  of the same  Class of any  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 (in this section,
the "Adviser" refers to Colonial Management Associates,  Inc.) i. 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 organization's  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 (in this section,  the "Adviser"  refers to
Colonial Management Associates,  Inc.). 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  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) (in this  section,  the
"Adviser" refers to Colonial Management Associates,  Inc.) (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  . 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  (in this  section,  the  "Adviser"  refers to Colonial  Management
Associates,  Inc.)  (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.  Class T and Z  shares  may be
exchanged for Class A shares of the other Colonial funds. 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 and  Class T  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 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  Colonialthe  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.


<PAGE>


                                   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 the Municipal Bond ratings set forth above.
    


<PAGE>




                                     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 the  Municipal  Bond ratings as set forth above,  except
for the numerical modifiers.  Moody's applies numerical modifiers 1, 2, and 3 in
the Aa and A classifications of its corporate bond rating system. The modifier 1
indicates  that the  security  ranks in the  higher  end of its  generic  rating
category;  the  modifier 2  indicates  a midrange  ranking;  and the  modifier 3
indicates that the issuer ranks in the lower end of its generic rating category.
    



<PAGE>


                                                              
                                   APPENDIX II
                                      1994
<TABLE>
<CAPTION>

SOURCE                                                      CATEGORY                                                RETURN (%)

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

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

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

SOURCE                                                      CATEGORY                                             RETURN (%)

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

</TABLE>

*in U.S. currency
                       
Part B of Post-Effective Amendment No. 41 filed with the Commission on
September 25, 1995 (Colonial Municipal Money Market Fund), is incorporated
herein in its entirety by reference.

Part C  OTHER INFORMATION
        
Item 24.   Financial Statements and Exhibits
        
  (a)   Financial Statements:
        
        Included in Part A
        
        Summary of Expenses (for Colonial High Yield
        Municipal Fund, Colonial Tax-Exempt Insured
        Fund, Colonial Tax-Exempt Fund, Colonial Short-
        Term Tax-Exempt Fund, Colonial Intermediate Tax-
        Exempt Fund and Colonial Utilities Fund)

        Summary of Expenses (for Colonial Municipal
        Money Market Fund, incorporated by reference to
        Part A of Post-Effective Amendment No. 41 filed
        with the Commission on September 25, 1995)

        The Fund's Financial History (for Colonial High
        Yield Municipal Fund, Colonial Tax-Exempt
        Insured Fund, Colonial Tax-Exempt Fund, Colonial
        Short-Term Tax-Exempt Fund, Colonial
        Intermediate Tax-Exempt Fund and Colonial
        Utilities Fund)

        The Fund's Financial History (for Colonial
        Municipal Money Market Fund, incorporated by
        reference to Part A of Post-Effective Amendment
        No. 41 filed with the Commission on September
        25, 1995)
        
        Included in Part B
        
        Colonial Tax-Exempt Fund (CTEF)
        -------------------------------
        Investment portfolio, November 30, 1995
        Statement of assets and liabilities,
        November 30, 1995
        Statement of operations, Year ended November 30,
        1995
        Statement of changes in net assets, Years ended
        November 30, 1995 and 1994
        Notes to Financial Statements
        Financial Highlights
        Report of Independent Accountants
        
        Colonial Tax-Exempt Insured Fund (CTEIF)
        ----------------------------------------
        Investment portfolio, November 30, 1995
        Statement of assets and liabilities,
        November 30, 1995
        Statement of operations, Year ended
        November 30, 1995
        Statement of changes in net assets, Years ended
        November 30, 1995 and 1994
        Notes to Financial Statements
        Financial Highlights
        Report of Independent Accountants
        
        Colonial Municipal Money Market Fund
        (CMMMF)(formerly Colonial Tax-Exempt Money
        Market Fund (CTEMMF)) (incorporated by reference
        to Part B of Post-Effective Amendment No. 41
        filed with the Commission on September 25, 1995)
        -------------------------------------------------
        Investment portfolio, June 30, 1995
        Statement of assets and liabilities, Period
        ended June 30, 1995, unaudited Six Months ended
        May 31, 1995
        Statement of operations, Period ended June 30,
        1995, unaudited Six Months ended May 31, 1995
        Statement of changes in net assets, Period ended
        June 30, 1995, unaudited Six Months ended May
        31, 1995, Year ended November 30, 1994
        Notes to Financial Statements
        Financial Highlights
        Report of Independent Accountants
        
        Colonial Utilities Fund (CUF)
        -------------------------------
        Investment portfolio, November 30, 1995
        Statement of assets and liabilities,
        November 30, 1995
        Statement of operations, Year ended
        November 30, 1995
        Statement of changes in net assets, Years ended
        November 30, 1995 and 1994
        Notes to Financial Statements
        Financial Highlights
        Report of Independent Accountants
        
        Colonial High Yield Municipal Fund (CHYMF)
        ------------------------------------------
        Investment portfolio, November 30, 1995
        Statement of assets and liabilities,
        November 30, 1995
        Statement of operations, Year ended November 30, 1995
        Statement of changes in net assets, Years ended
        November 30, 1995 and 1994
        Notes to Financial Statements
        Financial Highlights
        Report of Independent Accountants
        
        Colonial Intermediate Tax-Exempt Fund (CITEF)
        ---------------------------------------------
        Investment portfolio, November 30, 1995
        Statement of assets and liabilities, November 30, 1995
        Statement of operations, Year ended November 30, 1995
        Statement of changes in net assets, Years ended
        November 30, 1995 and 1994
        Notes to Financial Statements
        Financial Highlights
        Report of Independent Accountants
        
        Colonial Short-Term Tax-Exempt Fund (CSTTEF)
        --------------------------------------------
        Investment portfolio, November 30, 1995
        Statement of assets and liabilities, November 30, 1995
        Statement of operations, Year ended November 30, 1995
        Statement of changes in net assets, Years ended
        November 30, 1995 and 1994
        Notes to Financial Statements
        Financial Highlights
        Report of Independent Accountants

  (b)   Exhibits:
                 
        1.         Amendment No. 4 to the Agreement and
                   Declaration of Trust (f)
                 
        2.         Amended By-Laws (10/9/92) (i)
        2.(a)      Amended By-Laws (2/16/96)
                 
        3.         Not Applicable
                 
        4.         Form of Specimen of Share Certificate (f)
                 
        5. (a)     Management Agreement (CTEF, CTEIF, CHYMF)
                 
           (a)(1)  Amendment No. 2 to Management Agreement (CTEF, CTEIF, CHYMF)
                 
           (a)(2)  Management Agreement (CUF)
                 
           (a)(3)  Form of Management Agreement between CTEMMF
                   and Colonial Management Associates, Inc. (CMMMF)(m)
                 
           (a)(4)  Management Agreement (CITEF)
                 
           (a)(5)  Management Agreement (CSTTEF)
                 
           (b)     Form of Pricing and Bookkeeping Agreement (h)
                 
           (b)(1)  Form of Pricing and Bookkeeping Agreement
                   between Colonial Trust IV, on behalf of
                   CMMMF, and Colonial Management Associates, Inc. (m)
                 
        6. (a)     Distributor's Contract with Colonial
                   Investment Services, Inc. (m)
                 
           (b)     Form of Selling Agreement - filed as
                   Exhibit 6(b) in Part C, Item 24(b) of Post-
                   Effective Amendment No. 87 to the
                   Registration Statement on Form N-1A of
                   Colonial Trust III (File Nos. 2-15184 & 811-
                   881) and is hereby incorporated by
                   reference and made a part of this
                   Registration Statement
                 
           (c)     Form of Bank and Bank Affiliated Selling
                   Agreement - filed as Exhibit 6(c) in Part
                   C, Item 24(b) of Post-Effective Amendment
                   No. 5 to the Registration Statement on Form
                   N-1A of Colonial Trust VI (File Nos.
                   33-45117 & 811-6529) and is hereby
                   incorporated by reference and made a part
                   of this Registration Statement
                 
           (d)     Mutual Fund Agreement between NCNB
                   Securities, Inc. and Colonial Investment
                   Services, Inc. - filed as Exhibit 6(f) in
                   Part C, Item 24(b) of Post-Effective
                   Amendment No. 3 to the Registration
                   Statement on Form N-1A of Colonial
                   Massachusetts Tax-Exempt Trust (File Nos.
                   33-12109 & 811-5030) and is hereby
                   incorporated by reference and made a part
                   of this Registration Statement (e)
                 
           (e)     Form of Asset Retention Agreement - filed
                   as Exhibit 6(e) in Part C, Item 24(b) of
                   Post-Effective Amendment No. 5 to the
                   Registration Statement on Form N-1A of
                   Colonial Trust VI (File Nos. 33-45117 & 811-
                   6529) and is hereby incorporated by
                   reference and made a part of this
                   Registration Statement
                 
        7.         Not Applicable
                 
        8. (a)     Forms of Safekeeping Agreement, Procedural
                   Agreement and Customer Agreement - filed as
                   Exhibit 8(iii) in Part C, Item 24(b) of Post-
                   Effective Amendment No. 28 to the
                   Registration Statement on Form N-1A of
                   Colonial High Yield Securities Trust (File
                   Nos. 2-41251 & 811-2214) and is hereby
                   incorporated by reference and made a part of
                   this Registration Statement (c)
                 
           (b)     Sub-Custodian Agreement between State Street
                   Bank and Trust Company and The First National
                   Bank of Boston - filed as Exhibit 8(b) in
                   Part C, Item 24(b) of Post-Effective
                   Amendment No. 1 to the Registration Statement
                   on Form N-1A of Colonial Massachusetts Tax-
                   Exempt Trust (File Nos. 33-12109 & 811-5030)
                   and is hereby incorporated by reference and
                   made a part of this Registration Statement
                   (CTEF, CTEIF, CITEF, CSTTEF and CTEMMF) (d)
                 
           (c)     Sub-Custodian Agreement between State Street
                   Bank and Trust Company and Irving Trust
                   Company - filed as Exhibit 8(c) in Part C,
                   Item 24(b) of Post-Effective Amendment No. 2
                   to the Registration Statement of Colonial
                   California Tax-Exempt Trust (File Nos. 33-
                   2640 & 811-4557) and is hereby incorporated
                   by reference and made a part of this
                   Registration Statement (CTEF, CTEIF and
                   CTEMMF) (d)
                 
           (e)     Proposed form of Custodian Agreement with
                   United Missouri Bank (CTEF, CTEMMF, CTEIF,
                   CHYMF, CSTTEF, CITEF) (j)
                 
           (k)     Proposed form of Custodian Agreement with
                   Boston Safe Deposit and Trust Company filed
                   as Exhibit 8 in Part C, Item 24(b) of Post-
                   Effective Amendment No. 19 to the
                   Registration Statement on Form N-1A of
                   Colonial Trust II (File Nos. 2-66976 and 811-
                   3009) and is hereby incorporated by reference
                   and made a part of this Registration
                   Statement (CUF)
                 
        9. (a)     Amended and Restated Shareholders' Servicing
                   and Transfer Agent Agreement as amended -
                   filed as Exhibit 9(a) in Part C, Item 24(b)
                   of Post-Effective Amendment No. 5 to the
                   Registration Statement on Form N-1A of
                   Colonial Trust VI (File Nos. 33-45117 & 811-
                   6529) and is hereby incorporated by reference
                   and made a part of this Registration
                   Statement
                 
                   Amendment No. 5 to Schedule A to the Amended
        (a)(1)     and Restated Shareholders' Servicing and
                   Transfer Agent Agreement
                 
           (b)     Form of Agreement and Plan of Reorganization
                   (CTEMMF and CUF) (g)
                 
           (c)     Form of Administration Agreement between
                   Colonial Trust IV, on behalf of CMMMF, and
                   Colonial Management Associates, Inc. (m)
                 
           (d)     Form of Indemnification Agreement between
                   Colonial Trust IV, on behalf of CMMMF, and
                   SR&F Base Trust, on behalf of SR&F Municipal
                   Money Portfolio (m)
                 
        10.        Opinion and Consent of Counsel (CTEF) (a)
                 
           (a)     Opinion and Consent of Messrs. Ropes & Gray
                   filed as Exhibit 10 in Part C, Item 24(b) of
                   Pre-Effective Amendment No. 1 to the
                   Registration Statement on Form N-1A of CUF
                   (File Nos. 2-71242 & 811-3148) and is hereby
                   incorporated by reference and made a part of
                   this Registration Statement (CUF)
                 
           (b)     Opinion and Consent of Counsel filed as
                   Exhibit 10. in Part C, Item 24(b) of Pre-
                   Effective Amendment No. 1 to the Registration
                   Statement on Form N-1A of CTEMMF (File Nos.
                   33-13922 & 811-5138) and is hereby
                   incorporated by reference and made a part of
                   this Registration Statement (CTEMMF)
                 
        11.(a)     Consent of Independent Accountants (CTEF,
                   CTEIF, CUF, CHYMF)
                 
           (a)(i)  Consent of Independent Accountants (CTEMMF)(n)

           (a)(ii) Consent of Independent Accountants (CITEF, CSTTEF)
                 
           (b)     Commodity Futures Trading Commission No-
                   Action Letter dated 11/1/84 (b)
                 
        12.        Not Applicable
                 
        13.        Not Applicable
                 
           (a)     Investment letter of Colonial Management
                   Associates, Inc. filed as Exhibit 13. in Part
                   C, Item 24(b) of Pre-Effective Amendment No.
                   1 to the Registration Statement on Form N-1A
                   of CTEMMF (File Nos. 33-13922 & 811-5138) and
                   is hereby incorporated by reference and made
                   a part of this Registration Statement (CTEMMF)
                 
        14.(a)     Form of Colonial Group of Mutual Funds Money
                   Purchase Pension and Profit Sharing Plan
                   Document and Trust Agreement - filed as
                   Exhibit 14(a) in Part C, Item 24(b) of Post-
                   Effective Amendment No. 5 to the Registration
                   Statement on Form N-1A of Colonial Trust VI
                   (File Nos. 33-45117 & 811-6529) and is hereby
                   incorporated by reference and made a part of
                   this Registration Statement
                 
           (b)     Form of Colonial Group of Mutual Funds Money
                   Purchase Pension and Profit Sharing
                   Establishment Book - filed as Exhibit 14(b)
                   in Part C, Item 24(b) of Post-Effective
                   Amendment No. 5 to the Registration Statement
                   on Form N-1A of Colonial Trust VI (File Nos.
                   33-45117 & 811-6529) and is hereby
                   incorporated by reference and made a part of
                   this Registration Statement
                 
           (c)     Form of Colonial Group Funds Individual
                   Retirement Account and Application - filed as
                   Exhibit 14(c) in Part C, Item 24(b) of Post-
                   Effective Amendment No. 5 to the Registration
                   Statement on Form N-1A of Colonial Trust VI
                   (File Nos. 33-45117 & 811-6529) and is hereby
                   incorporated by reference and made a part of
                   this Registration Statement
                 
           (d)     Form of Colonial Mutual Funds Simplified
                   Employee Plan and Salary Reduction Simplified
                   Employee Plan - filed as Exhibit 14(d) in
                   Part C, Item 24(b) of Post-Effective
                   Amendment No. 5 to the Registration Statement
                   on Form N-1A of Colonial Trust VI (File Nos.
                   33-45117 & 811-6529) and is hereby
                   incorporated by reference and made a part of
                   this Registration Statement
                   
           (e)     Form of Colonial of Mutual Funds 401(k) Plan
                   Document and Trust Agreement - filed as
                   Exhibit 14(e) in Part C, Item 24(b) of Post-
                   Effective Amendment No. 5 to the Registration
                   Statement on Form N-1A of Colonial Trust VI
                   (File Nos. 33-45117 & 811-6529) and is hereby
                   incorporated by reference and made a part of
                   this Registration Statement
                 
           (f)     Form of Colonial Mutual Funds 401(k) Plan
                   Establishment Booklet - filed as Exhibit
                   14(f) in Part C, Item 24(b) of Post-Effective
                   Amendment No. 5 to the Registration Statement
                   on Form N-1A of Colonial Trust VI (File Nos.
                   33-45117 & 811-6529) and is hereby
                   incorporated by reference and made a part of
                   this Registration Statement
                 
           (g)     Form of Colonial Mutual Funds 401(k) Employee
                   Reports Booklet - filed as Exhibit 14(g) in
                   Part C, Item 24(b) of Post-Effective
                   Amendment No. 5 to the Registration Statement
                   on Form N-1A of Colonial Trust VI (File Nos.
                   33-45117 & 811-6529) and is hereby
                   incorporated by reference and made a part of
                   this Registration Statement
                 
        15.        Distribution Plan adopted pursuant to Section
                   12b-1 of the Investment Company Act of 1940,
                   incorporated by reference to the
                   Distributor's Contract
                 
        16.(a)(1)  Calculation of Performance Information (CTEF)

           (a)(2)  Calculation of Yield (CTEF)

           (b)(1)  Calculation of Performance Information (CTEIF)

           (b)(2)  Calculation of Yield (CTEIF)

           (c)(1)  Calculation of Performance Information (CUF)

           (c)(2)  Calculation of Yield (CUF)

           (d)(1)  Calculation of Performance Information (CTEMMF) (m)

           (d)(2)  Calculation of Yield (CTEMMF) (m)

           (e)(1)  Calculation of Performance Information (CHYMF)

           (e)(2)  Calculation of Yield (CHYMF)

           (f)(1)  Calculation of PerformanceInformation (CITEF)
                 
           (f)(2)  Calculation of Yield (CITEF)

           (g)(1)  Calculation of PerformanceInformation (CSTTEF)

           (g)(2)  Calculation of Yield (CSTTEF)

           (h)(1)  Calculation of Performance Information(Portfolio)(n)

           (h)(2)  Calculation of Yield (Portfolio)(n)
                 
        17.(a)   Financial Data Schedule (Class A) (CTEF)
           (b)   Financial Data Schedule (Class B) (CTEF)
           (c)   Financial Data Schedule (Class A)(CTEIF)
           (d)   Financial Data Schedule (Class B)(CTEIF)
           (e)   Financial Data Schedule (Class A)(CUF)
           (f)   Financial Data Schedule (Class B)(CUF)
           (g)   Financial Data Schedule (Class A)(CTEMMF)(n)
           (h)   Financial Data Schedule (Class B)(CTEMMF)(n)
           (i)   Financial Data Schedule (Class A)(CHYMF)
           (j)   Financial Data Schedule (Class B)(CHYMF)
           (k)   Financial Data Schedule (Class A)(CITEF)
           (l)   Financial Data Schedule (Class B)(CITEF)
           (m)   Financial Data Schedule (Class A)(CSTTEF)
                 
        18.      Power of Attorney for: Robert J. Birnbaum,
                 Tom Bleasdale, Lora S. Collins, James E.
                 Grinnell, William D. Ireland, Jr., Richard
                 W. Lowry, William E. Mayer, James L. Moody,
                 Jr., John J. Neuhauser, George L. Shinn,
                 Robert L. Sullivan and Sinclair Weeks, Jr.

- ----------------------------------
           (a)   Incorporated by reference to Post-Effective
                 Amendment No. 2 filed on or about 10/20/78.
                 
           (b)   Incorporated by reference to Post-Effective
                 Amendment No. 12 filed on or about
                 11/30/84.
                 
           (c)   Incorporated by reference to Post-Effective
                 Amendment No. 17 filed on or about 1/29/87.
                 
           (d)   Incorporated by reference to Post-Effective
                 Amendment No. 18 filed on or about 1/29/88.
                 
           (e)   Incorporated by reference to Post-Effective
                 Amendment No. 20 filed on or about
                 11/13/89.
                 
           (f)   Incorporated by reference to Post-Effective
                 Amendment No. 30 filed on or about
                 12/17/91.
                 
           (g)   Incorporated by reference to Post-Effective
                 Amendment No. 31 filed on or about 2/13/92.
                 
           (h)   Incorporated by reference to Post-Effective
                 Amendment No. 32 filed on or about 3/16/92.
                 
           (i)   Incorporated by reference to Post-Effective
                 Amendment No. 33 filed on or about
                 10/20/92.
                 
           (j)   Incorporated by reference to Post-Effective
                 Amendment No. 36 filed on or about 3/16/93.
                 
           (k)   Incorporated by reference to Post-Effective
                 Amendment No. 38 filed on or about 3/11/94.
                 
           (l)   Incorporated by reference to Post-Effective
                 Amendment No. 40 filed on or about 3/20/95.
                 
           (m)   Incorporated by reference to Post-Effective
                 Amendment No. 40 filed on or about 7/27/95.
                 
           (n)   Incorporated by reference to Post-Effective
                 Amendment No. 41 filed on or about 9/25/95.

Item 25.  Persons Controlled by or Under Common Control with
          Registrant
        
          None

Item 26.  Number of Holders of Securities

          (1)                                  (2)
                                 
Title of Class                   Number of Record Holders as of 2/29/96
                                 
Shares of beneficial      80,197  Class A record holders (CTEF)
interest    
                          13,139  Class B record holders
                                 
Shares of beneficial      6,088  Class A record holders (CTEIF)
interest
                          1,182  Class B record holders
                          
                                 
Shares of beneficial      23,207 Class A record holders (CUF)
interest
                          49,527 Class B record holders
                                 
Shares of beneficial         745 Class A record holders (CMMMF)
interest                  
                              57 Class B record holders
                          
                                 
Shares of beneficial         447 Class A record holders (CHYMF)
interest                  
                           3,885 Class B record holders
                          
                                 
Shares of beneficial         121 Class A record holders (CSTTEF)
interest
                                 
Shares of beneficial         367 Class A record holders (CITEF)
interest
                             402 Class B record holders
Item 27.    Indemnification
        
        See Article VIII of Amendment No. 4 to the Agreement and
        Declaration of Trust filed as Exhibit 1 hereto.
        
        See the form of Indemnification Agreement entered into by
        Registrant, on behalf of CMMMF, and the SR&F Base Trust
        (Base Trust), on behalf of SR&F Municipal Money Portfolio
        (Portfolio), relating to liability in connection with
        information relating to the Base Trust and the Portfolio
        contained in Part B of this Registration Statement and
        filed as Exhibit 9.(d) hereto.
        
        The Registrant's adviser, Colonial Management Associates,
        Inc. (Colonial), has an ICI Mutual Insurance Company
        Directors and Officers/Errors and Omissions Liability
        insurance policy.  The policy provides indemnification to
        the Registrant's trustees and officers.

Item 28.   Business and Other Connections of Investment Adviser
        
        The following sets forth business and other
        connections of each Director and officer of
        Colonial Management Associates, Inc.:


     Registrant's investment adviser, Colonial Management Associates, Inc., is
registered as an investment adviser under the Investment Advisers Act of 1940
(1940 Act).  Colonial Advisory Services, Inc. (CASI), an affiliate of Colonial
Management Associates, Inc., is also registered as an investment adviser under
the 1940 Act.  As of the end of its fiscal year, December 31, 1995, CASI had 
one institutional, corporate or other account under management or supervision,
the market value of which was approximately $31.4 million.  As of the end of 
its fiscal year, December 31, 1995, Colonial Management Associates, Inc. was 
the investment adviser and/or administrator to 38 mutual funds in the Colonial
Group of Funds, the market value of which investment companies was 
approximately $16,439.3 million.  Colonial Investment Services, Inc., a 
subsidiary of Colonial Management Associates, Inc., is the principal 
underwriter and the national distributor of all of the funds in the Colonial 
Group of Funds, including the Registrant.

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

(1)                 (2)          (3)                                (4)
Name and principal                                                 
business                                              
addresses*          Affiliation     
of officers and     with         Period is through 3/1/96.  Other      
directors of        investment   business, profession, vocation or
investment adviser  adviser      employment connection              Affiliation
- ------------------  ----------   --------------------------------   -----------

Archer, Joseph A.   V.P.                                           
                                                                   
Berliant, Allan     V.P.                                           
                                                                   
Bertelson, Lisa     V.P.                                           

Bertocci, Bruno     V.P.         Stein Roe Global Capital Mngmt. Principal
                                                                   
Bissonette, Michael V.P.         Colonial Advisory Services,     V.P.
                                   Inc.
                                                                   
Boatman, Bonny E.   Dir.;                                          
                    Sr.V.P.;                                       
                    IPC Mbr.

Campbell, Kimberly  V.P.

Carnabucci, 
  Dominick          V.P.
                                                                   
Carroll, Sheila A.  Sr.V.P.;                                       
                    Dir.                                           
                                                                   
Citrone, Frank      V.P.                                           
                                                                   
Cogger, Harold W.   Dir.;Pres.;  The Colonial Group, Inc.        Dir.; Pres.;
                    Chairman;                                    CEO; Chrm.
                    CEO;IPC Mbr. Colonial Trusts I through VII   Pres.
                    Exe. Cmte.   Colonial High Income         
                                   Municipal Trust               Pres.
                                 Colonial InterMarket Income        
                                   Trust I                       Pres.
                                 Colonial Intermediate High 
                                   Income Fund                   Pres.
                                 Colonial Investment Grade 
                                   Municipal Trust               Pres.
                                 Colonial Municipal Income 
                                   Trust                         Pres.
                                 Liberty Financial               Exec V.P.;
                                   Companies, Inc.               Dir.
                                 Colonial Advisory Services,     Dir. Chrm.,
                                   Inc.                          CEO & Pres.
                                 Colonial Investors Service      
                                   Center, Inc.                  Dir.

Collins, Anne       V.P.
                                                                    
Conlin, Nancy       V.P.;        Colonial Investors Service   
                    Asst.          Center, Inc.                  Asst. Clerk
                    Sec.;        The Colonial Group, Inc.        Asst. Clerk
                    Asst         Colonial Advisory Services,     
                    Clerk and      Inc.                          Asst. Clerk
                    Counsel      Colonial Investment Services,  
                                   Inc.                          Asst. Clerk 
                                 Colonial Trusts I through VII   Asst. Sec.
                                 Colonial High Income       
                                   Municipal Trust               Asst. Sec.
                                 Colonial InterMarket Income         
                                   Trust I                       Asst. Sec.
                                 Colonial Intermediate High    
                                   Income Fund                   Asst. Sec.
                                 Colonial Investment Grade           
                                   Municipal Trust               Asst. Sec.
                                 Colonial Municipal Income 
                                   Trust                         Asst. Sec.

Cordes, Susan       V.P.
                                                                   
Daniszewski,        V.P.         Colonial Investment Services,   
 Joseph J.                         Inc.                          V.P.
                                                                   
                                                                   
DiSilva, Linda      V.P.
                                                                   
Ericson, Carl C.    Dir; Sr.     Colonial Intermediate High    
                    V.P.           Income Fund                   V.P.
                                 Colonial Advisory Services,     
                                   Inc.                          V.P.
                                               
Evans, C. Frazier   Dir.;        Colonial Investment Services, 
                    Sr.V.P.        Inc.                          Sr. V.P.
                                                                   
Feingold, Andrea S. V.P.         Colonial Intermediate High    
                                   Income Fund                   V.P.
                                 Colonial Advisory Services,
                                   Inc.                          V.P.  

Finnemore,          V.P.         Colonial Advisory Services,
 Leslie W.                         Inc.                          V.P.
                                                                  
Gerokoulis,         V.P.         Colonial Investment Services, 
 Stephen A.                        Inc.                          Sr. V.P.
                                                                   
Harasimowicz,       V.P.         Colonial Investment Services,
 Stephen                           Inc.                          V.P.

Harris, David       V.P.         Stein Roe Global Capital Mngmt. Principal
                                                                   
Hartford, Brian     V.P.
                                                                   
Haynie, James P.    V.P.         Colonial Advisory Services, 
                                   Inc.                          V.P.       

Johnson, Gordon A.  V.P.

Koonce, Michael H.  V.P.;        Colonial Trusts I through VII   Asst. Sec.
                    Asst.        Colonial High Income       
                    Sec.;          Municipal Trust               Asst. Sec.
                    Asst.        Colonial InterMarket Income         
                    Clerk &        Trust I                       Asst. Sec.
                    Counsel      Colonial Intermediate High    
                                   Income Fund                   Asst. Sec.
                                 Colonial Investment Grade           
                                   Municipal Trust               Asst. Sec.
                                 Colonial Municipal Income 
                                   Trust                         Asst. Sec.
                                 Colonial Investment Services, 
                                   Inc.                          Asst. Clerk
                                 Colonial Investors Service   
                                   Center, Inc.                  Asst. Clerk
                                 The Colonial Group, Inc.        Asst. Clerk
                                 Colonial Advisory Services, 
                                   Inc.                          Asst. Clerk
                                         
Lennon, John E.     V.P.         Colonial Advisory Services, 
                                   Inc.                          V.P.       

Lenzi, Sharon       V.P.
                                                                   
Lilienfeld,         V.P.
 Jonathan
                                                                   
Loring, William C.  V.P.
                                                                   
Lydecker, Peter L.  V.P.;        Colonial Trusts I through VII   Controller
                    Asst.        Colonial High Income       
                    Treasurer      Municipal Trust               Controller
                                 Colonial InterMarket Income 
                                   Trust I                       Controller
                                 Colonial Intermediate High    
                                   Income Fund                   Controller
                                 Colonial Investment Grade           
                                   Municipal Trust               Controller
                                 Colonial Municipal Income 
                                   Trust                         Controller
                                                                   
MacKinnon,          Dir.;                                          
  Donald S.         Sr.V.P.                                        
                                                                   
McCue, Gerard A.    V.P.         Colonial Advisory Services,    
                                   Inc.                          V.P.          
                                  
McGregor,           Dir.;        Colonial Investment Services,   Pres.; CEO;
 Jeffrey L.         Sr.V.P.        Inc.                          Dir.

O'Brien, David      V.P.

O'Neill, Charles A. Sr.V.P.;     Colonial Investment Services,   
                    Dir.           Inc.                          Exec. V.P.    
                                                                   
Peters, Helen F.    Dir.;        Colonial Advisory Services,         
                    Sr.V.P.;       Inc.                          Sr. V.P.      
                    IPC Mbr.
                                                                   

Rao, Gita           V.P.

Rie, Daniel         Sr.V.P.;     Colonial Advisory Services, 
                    IPC Mbr.;      Inc.                          Sr. V.P.      
                    Dir.                                           
                                                                   
Scoon, Davey S.     Dir.;        Colonial Advisory Services,     
                    Exe.V.P.;      Inc.                          Dir.
                    IPC Mbr.;    Colonial High Income       
                    Exec. Comm.    Municipal Trust               V.P.
                    Mbr.         Colonial InterMarket Income    
                                   Trust I                       V.P.
                                 Colonial Intermediate High   
                                   Income Fund                   V.P.
                                 Colonial Investment Grade           
                                   Municipal Trust               V.P.
                                 Colonial Municipal Income 
                                   Trust                         V.P.
                                 Colonial Trusts I through VII   V.P.
                                 Colonial Investors Service      Dir; Pres.
                                   Center, Inc.
                                 The Colonial Group, Inc.        COO; Ex. V.P.
                                                                   
Seibel, Sandra L.   V.P.                                           
                                                                   
Shore, Janet        V.P. and     Colonial High Income       
                    Compliance     Municipal Trust               Asst. Sec.
                    Offr.;       Colonial InterMarket Income   
                    IPC Mbr.       Trust I                       Asst. Sec.
                                 Colonial Intermediate High   
                                   Income Fund                   Asst. Sec.
                                 Colonial Investment Grade           
                                   Municipal Trust               Asst. Sec.
                                 Colonial Municipal Income 
                                   Trust                         Asst. Sec.
                                 Colonial Trusts I through VII   Asst. Sec.
                                 Colonial Investment Services, 
                                   Inc.                          Asst. Clerk
                                   
Silver, Richard A.  Dir.;        Colonial Advisory Services, 
                    Sr.V.P.;       Inc.                          Treasurer
                    Treasurer    Colonial High Income            Treasurer &
                    & CFO          Municipal Trust               CFO
                                 Colonial InterMarket Income     Treasurer &
                                   Trust I                       CFO
                                 Colonial Intermediate High      Treasurer &
                                   Income Fund                   CFO
                                 Colonial Investment Grade       Treasurer &
                                   Municipal Trust               CFO
                                 Colonial Municipal Income       Treasurer &
                                   Trust                         CFO
                                 Colonial Trusts I through VII   Treasurer &
                                                                 CFO
                                 Colonial Investors Service      Treasurer
                                   Center, Inc.                  
                                 The Colonial Group, Inc.        Treasurer &
                                                                 CFO
                                 Colonial Investment Services,   Treasurer,
                                   Inc.                          CFO & Dir.
                                                                   
Stern, Arthur O.    Exe.V.P.;    Colonial Advisory  Services, 
                    Dir.;          Inc.                          Clerk
                    Sec.;        Colonial High Income       
                    Clrk. &        Municipal Trust               Secretary
                    Gnrl.        Colonial InterMarket Income    
                    Counsel;       Trust I                       Secretary
                    IPC Mbr.     Colonial Intermediate High   
                                   Income Fund                   Secretary
                                 Colonial Investment Grade           
                                   Municipal Trust               Secretary
                                 Colonial Municipal Income 
                                   Trust                         Secretary
                                 Colonial Trusts I through VII   Secretary
                                 Colonial Investors Service  
                                   Center, Inc.                  Clerk
                                 The Colonial Group, Inc.        Exec. V.P.;
                                                                 Clerk; General
                                                                 Counsel
                                 Colonial Investment Services,   Dir., Chrmn.
                                   Inc.                          Counsel; Clrk.

Stevens, Richard    V.P.

Waas, Robert S.     V.P.                                           
                                                                   
Wallace, John       V.P.- Corp.  Colonial Advisory Services,
                    Finance and    Inc.                          Controller
                    Controller
                                                                   
- ------------------------------------------------
*The Principal address of all of the officers and
directors of the investment adviser is One Financial
Center, Boston, MA 02111.

Item 29   Principal Underwriter
- -------   ---------------------

(a)   Colonial Investment Services, Inc. a subsidiary of Colonial
      Management Associates, Inc., Registrant's principal
      underwriter, also acts in the same capacity to Colonial Trust I, 
      Colonial Trust III, Colonial Trust IV, Colonial Trust V, 
      Colonial Trust VI and Colonial Trust VII:
      
      sponsor for Colony Growth Plans (public offering of which were
      discontinued June 14, 1971).
      
(b)   The table below lists each director or officer of the principal
      underwriter named in the answer to Item 21.

(1)                 (2)                   (3)
                                          
Name and Principal  Position and Offices  Positions and
Business Address*   with Principal        Offices with
                    Underwriter           Registrant
- ------------------  -------------------   --------------
                                          
Ballou, Rich           Regional V.P.         None
                                          
Balzano, Christine R.  V.P.                  None
                                          
Barsokas, David        Regional V.P.         None
                                        
Cairns, David          Regional V.P.         None
                                          
Chrzanowski,           Regional V.P.         None
 Daniel
                                          
Clapp, Elizabeth A.    V.P.                  None
                                          
Daniszewski,           V.P.                  None
 Joseph J.
                                          
Davey, Cynthia         Sr. V.P.              None

Donovan, John          Regional V.P.         None

Eckelman, Bryan        Sr. V.P.              None
                                          
Eldridge, Kenneth      Sr. V.P.              None
                                          
Emerson, Kim P.        Regional V.P.         None
                                          
Erickson, Cynthia G.   V.P.                  None
                                          
Evans, C. Frazier      Sr. V.P.              None
                                          
Feldman, David         Regional V.P.         None
                                          
Flaherty, Michael      Regional V.P.         None
                                          
Gerokoulis,            Sr. V.P.              None
 Stephen A.
                                          
Goldberg, Matthew      Regional V.P.         None
                                                 
Hannon, Lisa           Regional V.P.         None

Harasimowicz,          V.P.                  None
 Stephen
                                          
Hayes, Mary            V.P.                  None
 Elizabeth
                                          
Hodgkins, Joseph       Regional V.P.         None
                                          
Howard, Craig          Sr. V.P.              None
                                          
Karagiannis,           Sr. V.P.              None
 Marilyn

Kavolius, Mark         Regional V.P.         None
                                          
Kelley, Terry M.       Regional V.P.         None
                                          
Kelson, David W.       Sr. V.P.              None
                                          
Kilkenny Ann R.        Sr. V.P.              None
                                          
Lloyd, Judith H.       Sr. V.P.              None
                                          
McGregor, Jeffrey L.   Director, CEO,        None
                       President, COO        
                                          
Meriwether, Jan        V.P.

Murphy, Robert F.      Sr. V.P.              None
                                          
O'Neill, Charles A.    Exec. V.P.            None

Palmer, Laura          V.P.                  None
                                          
Penitsch, Marilyn L.   Regional V.P.         None
                                          
Potter, Cheryl         Regional V.P.         None
                                          
Reed, Christopher B.   Regional V.P.         None

Ross, Gary J.          Regional V.P.         None
                                          
Scott, Michael W.      Sr. V.P.              None
                                          
Silver, Richard A.     Director, Treasurer,  Treasurer, CFO
                        CFO
                                         
Sorrells,              Sr. V.P.              None
 Elizabeth
                                          
Stern, Arthur O.      Clerk and             Secretary
                      Counsel, Dir.,
                      Chairman
                                          
VanEtten, Keith H.    V.P.                  None
                                          
Villanova, Paul       Regional V.P.         None
                                          
Wallace, John         V.P.                  None

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

        
Item 30.   Location of Accounts and Records
        
        Registrant's accounts and records required to be
        maintained by Section 31(a) of the Investment
        Company Act of 1940 and the Rules thereunder are in
        the physical possession of the following:
        
        Registrant
        Rule 31a-1(b),(4)
        Rule 31a-2(a),(1)
        
        Colonial Management Associates, Inc.
        One Financial Center, Boston, Massachusetts  02111
        Rule 31a-1(b), (1), (2), (3), (5), (6), (7), (8),
        (9), (10), (11), (12)
        Rule 31a-1(d),(f)
        Rule 31a-2(a),(1),(2),(c),(e)
        
        Colonial Investment Services, Inc.
        One Financial Center, Boston, Massachusetts  02111
        Rule 31a-1(d)
        Rule 31a-2(c)
        
        UMB, n.a. (formerly United Missouri Bank, n.a.)
        (CHYMF, CTEF, CTEIF, CTEMMF, CITEF, CSTTEF)
        928 Grand Avenue, Kansas City, Missouri 64106
        Rule 31a-1(b),(2),(3)
        Rule 31a-2(a),(2)
        
        Boston Safe Deposit and Trust Company (CUF)
        One Boston Place, Boston, Massachusetts 02108
        Rule 31a-1(b),(2),(3)
        Rule 31a-2(a),(2)
        
        Colonial Investors Service Center, Inc.
        P.O. Box 1722, Boston, Massachusetts 02105-1722
        Rule 31a-1(b),(2)
        Rule 31a-2(a),(2)
        
Item 31.   Management Services
        
        See Item 5(c), Part A and Item 16(d), Part B.
        
Item 32.   Undertakings
        
        (a)  The Registrant hereby undertakes to file a post-
             effective amendment using financial statements
             which need not be certified, within four to six
             months from the effective date of Registrant's
             Registration Statement under the Securities Act
             of 1933.
            
        (b)  The Registrant hereby undertakes to promptly
             call a meeting of shareholders for the purpose
             of voting upon the question of removal of any
             trustee or trustees when requested in writing
             to do so by the record holders of not less than
             10 per cent of the Registrant's outstanding
             shares and to assist its shareholders in the
             communicating with other shareholders in
             accordance with the requirements of Section
             16(c) of the Investment Company Act of 1940.
            
        (c)  [deleted]
            
        (d)  [deleted]
            
        (e)  [deleted]

Part C of Post-Effective Amendment No. 41 filed with the
Commission on September 25, 1995 (Colonial Municipal Money Market Fund), is
incorporated herein in its entirety by reference.


                             NOTICE

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

                           SIGNATURES
   Pursuant to the requirements of the Securities Act of 1933 and
the  Investment  Company  Act of 1940, the  Registrant,  Colonial
Trust  IV,  certifies  that  it meets all  the  requirements  for
effectiveness  of  the Registration Statement  pursuant  to  Rule
485(b)  and has duly caused this Post-Effective Amendment No.  42
to  its  Registration Statement under the Securities Act of  1933
and  Amendment  No.  40 to its Registration Statement  under  the
Investment  Company Act of 1940, to be signed  in  this  City  of
Boston  in the Commonwealth of Massachusetts on  this  22nd day of 
March, 1996.

                              COLONIAL TRUST IV
                              
                              
                              
                              By: /s/ HAROLD W. COGGER
                                      ---------------------------
                                      Harold W. Cogger, President

   Pursuant  to the requirements of the Securities Act  of  1933,
this  Post-Effective  Amendment has  been  signed  below  by  the
following persons in their capacities and on the date indicated.
   
SIGNATURES                    TITLE             DATE
                                                
                                                
/s/   HAROLD W. COGGER        President         March 22, 1996
      ----------------
      Harold W. Cogger
                                                
                                                
                                                
/s/   RICHARD A. SILVER       Treasurer and     March 22, 1996
      -----------------       Chief Financial     
      Richard A. Silver       Officer

                                   
/s/   PETER L. LYDECKER       Controller        March 22, 1996
      -----------------
      Peter L. Lydecker                         

/s/   ROBERT J. BIRNBAUM      Trustee       
      ------------------
      Robert J. Birnbaum                    
                                            
/s/   TOM BLEASDALE           Trustee       
      -------------
      Tom Bleasdale                         
                                            
/s/   LORA S. COLLINS         Trustee       
      ---------------
      Lora S. Collins                       
                                            
/s/   JAMES E. GRINNELL       Trustee       
      -----------------
      James E. Grinnell                     
                                            
/s/   WILLIAM D. IRELAND, Jr. Trustee       /s/   MICHAEL H. KOONCE
      -----------------------                     -----------------
      William D. Ireland,                         Michael H. Koonce
                                                  Attorney-in-fact
/s/   RICHARD W. LOWRY        Trustee             For each Trustee
      ----------------                            March 22, 1996
      Richard W. Lowry                      
                                            
/s/   WILLIAM E. MAYER        Trustee       
      ----------------
      William E. Mayer                      
                                            
/s/   JAMES L. MOODY, JR.     Trustee       
      -------------------
      James L. Moody, Jr.                   
                                            
/s/   JOHN J. NEUHAUSER       Trustee       
      -----------------
      John J. Neuhauser                     
                                            
/s/   GEORGE L. SHINN         Trustee       
      ---------------
      George L. Shinn                       
                                            
/s/   ROBERT L. SULLIVAN      Trustee       
      ------------------
      Robert L. Sullivan                    
                                            
/s/   SINCLAIR WEEKS, JR.     Trustee       
      -------------------
      Sinclair Weeks, Jr.                   

                                     EXHIBIT INDEX
                                
  2.(a)        Amended By-Laws (2/16/96)
  5.(a)        Management Agreement (CTEF, CTEIF, CHYMF)
  5.(a)(1)     Amendment No. 2 to Management Agreement (CTEF, CTEIF, CHYMF)
  5.(a)(2)     Management Agreement (CUF)
  5.(a)(4)     Management Agreement (CITEF)
  5.(a)(5)     Management Agreement (CSTTEF)
  9.(a)(1)     Amendment No. 5 to Schedule A to the Amended and Restated
               Shareholders' Servicing and Transfer Agent Agreement
  11.(a)       Consent of Independent Accountants (CTEF, CTEIF, CUF, CHYMF)
  11.(a)(ii)   Consent of Independent Accountants (CITEF, CSTTEF)
  16.(a)(1)    Calculation of Performance Information (CTEF)
  16.(a)(2)    Calculation of Yield (CTEF)
  16.(b)(1)    Calculation of Performance Information (CTEIF)
  16.(b)(2)    Calculation of Yield (CTEIF)
  16.(c)(1)    Calculation of Performance Information (CUF)
  16.(c)(2)    Calculation of Yield (CUF)
  16.(e)(1)    Calculation of Performance Information (CHYMF)
  16.(e)(2)    Calculation of Yield (CHYMF)
  16.(f)(1)    Calculation of Performance Information (CITEF)
  16.(f)(2)    Calculation of Yield (CITEF)
  16.(g)(1)    Calculation of Performance Information (CSTTEF)
  16.(g)(2)    Calculation of Yield (CSTTEF)
  17.(a)       Financial Data Schedule (Class A) (CTEF)
  17.(b)       Financial Data Schedule (Class B) (CTEF)
  17.(c)       Financial Data Schedule (Class A) (CTEIF)
  17.(d)       Financial Data Schedule (Class B) (CTEIF)
  17.(e)       Financial Data Schedule (Class A) (CUF)
  17.(f)       Financial Data Schedule (Class B) (CUF)
  17.(i)       Financial Data Schedule (Class A) (CHYMF)
  17.(j)       Financial Data Schedule (Class B) (CHYMF)
  17.(k)       Financial Data Schedule (Class A) (CITEF)
  17.(l)       Financial Data Schedule (Class B) (CITEF)
  17.(m)       Financial Data Schedule (Class A) (CSTTEF)
  18.          Power of Attorney for:  Robert J. Birnbaum, Tom Bleasdale,
               Lora S. Collins, James E. Grinnell, William D. Ireland, Jr.,
               Richard W. Lowry, William E. Mayer, James L. Moody, Jr.,
               John J. Neuhauser, George L. Shinn, Robert L. Sullivan and
               Sinclair Weeks, Jr.
               
                                


Amended 10/9/92 - Section 11
Amended 2/16/96 - Section 3.1, paragraph 2


                          BY-LAWS

                            OF

                     COLONIAL TRUST IV



Section 1.  Agreement and Declaration of Trust and Principal
Office

1.1  Agreement and Declaration of Trust.  These By-Laws
     shall be subject to the Agreement and Declaration of
     Trust, as from time to time in effect (the "Declaration
     of Trust"), of Colonial Trust IV, a Massachusetts
     business trust established by the Declaration of Trust
     (the "Trust").
     
1.2  Principal Office of the Trust.  The principal office of
     the Trust shall be located in Boston, Massachusetts.
     
Section 2.  Shareholders
     
2.1  Shareholder Meetings.  A meeting of the shareholders of
     the Trust or of any one or more series or classes of
     shares may be called at any time by the Trustees, by
     the president or, if the Trustees and the president
     shall fail to call any meeting of shareholders for a
     period of 30 days after written application of one or
     more shareholders who hold at least 10% of all
     outstanding shares of the Trust, if shareholders of all
     series are required under the Declaration of Trust to
     vote in the aggregate and not by individual series at
     such meeting, or of any series or class, if
     shareholders of such series or class are entitled under
     the Declaration of Trust to vote by individual series
     or class at such meeting, then such shareholders may
     call such meeting.  If the meeting is a meeting of the
     shareholders of one or more series or classes of
     shares, but not a meeting of all shareholders of the
     Trust, then only the shareholders of such one or more
     series or classes shall be entitled to notice of and to
     vote at the meeting.  Each call of a meeting shall
     state the place, date, hour and purpose of the meeting.
     
2.2  Place of Meetings.  All meetings of the shareholders
     shall be held at the principal office of the Trust, or,
     to the extent permitted by the Declaration of Trust, at
     such other place within the United States as shall be
     designated by the Trustees or the president of the
     Trust.
     
2.3  Notice of Meetings.  A written notice of each meeting
     of shareholders, stating the place, date and hour and
     the purposes of the meeting, shall be given at least
     seven days before the meeting to each shareholder
     entitled to vote thereat by leaving such notice with
     him or her or at his or her residence or usual place of
     business or by mailing it, postage prepaid, and
     addressed to such shareholder at his or her address as
     it appears in the records of the Trust.  Such notice
     shall be given by the secretary or an assistant
     secretary or by an officer designated by the Trustees.
     No notice of any meeting of shareholders need be given
     to a shareholder if a written waiver of notice,
     executed before or after the meeting by such
     shareholder or his or her attorney thereunto duly
     authorized, is filed with the records of the meeting.
     
2.4  Ballots.  No ballot shall be required for any election
     unless requested by a shareholder present or
     represented at the meeting and entitled to vote in the
     election.
     
2.5  Proxies.  Shareholders entitled to vote may vote either
     in person or by proxy in writing dated not more than
     six months before the meeting named therein, which
     proxies shall be filed with the secretary or other
     person responsible to record the proceedings of the
     meeting before being voted.  Unless otherwise
     specifically limited by their terms, such proxies shall
     entitle the holders thereof to vote at any adjournment
     of such meeting but shall not be valid after the final
     adjournment of such meeting.  The placing of a
     shareholder's name on a proxy pursuant to telephonic or
     electronically transmitted instructions obtained
     pursuant to procedures reasonably designed to verify
     that such instructions have been authorized by such
     shareholder shall constitute execution of such proxy by
     or on behalf of such shareholder.
     
Section 3.  Trustees

3.1  Committees and Advisory Board.  The Trustees may
     appoint from their number an executive committee and
     other committees.  Except as the Trustees may otherwise
     determine, any such committee may make rules for
     conduct of its business.  The Trustees may appoint an
     advisory board to consist of not less than two nor more
     than five members.  The members of the advisory board
     shall be compensated in such manner as the Trustees may
     determine and shall confer with and advise the Trustees
     regarding the investments and other affairs of the
     Trust.  Each member of the advisory board shall hold
     office until the first meeting of the Trustees
     following the next meeting of the shareholders and
     until his or her successor is elected and qualified, or
     until he or she sooner dies, resigns, is removed or
     becomes disqualified, or until the advisory board is
     sooner abolished by the Trustees.
     
     In addition, the Trustees may appoint a Dividend
     Committee of not less than three persons, who may (but
     need not) be Trustees.
     
     No special compensation shall be payable to members of
     the Dividend Committee.  Each member of the Dividend
     Committee will hold office until the successors are
     elected and qualified or until the member dies,
     resigns, is removed, becomes disqualified or until the
     Committee is abolished by the Trustees.
     
3.2  Regular Meetings.  Regular meetings of the Trustees may
     be held without call or notice at such places and at
     such times as the Trustees may from time to time
     determine, provided that notice of the first regular
     meeting following any such determination shall be given
     to absent Trustees.
     
3.3  Special Meetings.  Special meetings of the Trustees may
     be held at any time and at any place designated in the
     call of the meeting, when called by the president or
     the treasurer or by two or more Trustees, sufficient
     notice thereof being given to each Trustee by the
     secretary or an assistant secretary or by the officer
     or one of the Trustees calling the meeting.
     
3.4  Notice.  It shall be sufficient notice to a Trustee to
     send notice by mail at least forty-eight hours or by
     telegram at least twenty-four hours before the meeting
     addressed to the Trustee at his or her usual or last
     known business or residence address or to give notice
     to him or her in person or by telephone at least twenty-
     four hours before the meeting.  Notice of a meeting
     need not be given to any Trustee if a written waiver of
     notice, executed by him or her before or after the
     meeting, is filed with the records of the meeting, or
     to any Trustee who attends the meeting without
     protesting prior thereto or at its commencement the
     lack of notice to him or her.  Neither notice of a
     meeting nor a waiver of a notice need specify the
     purposes of the meeting.
     
3.5  Quorum.  At any meeting of the Trustees one-third of
     the Trustees then in office shall constitute a quorum;
     provided, however, a quorum shall not be less than two.
     Any meeting may be adjourned from time to time by a
     majority of the votes cast upon the question, whether
     or not a quorum is present, and the meeting may be held
     as adjourned without further notice.
     
Section 4.  Officers and Agents
     
4.1  Enumeration; Qualification.  The officers of the Trust
     shall be a president, a treasurer, a secretary and such
     other officers, if any, as the Trustees from time to
     time may in their discretion elect or appoint.  The
     Trust may also have such agents, if any, as the
     Trustees from time to time may in their discretion
     appoint.  Any officer may be but none need be a Trustee
     or shareholder.  Any two or more offices may be held by
     the same person.
     
4.2  Powers.  Subject to the other provisions of these By-
     Laws, each officer shall have, in addition to the
     duties and powers herein and in the Declaration of
     Trust set forth, such duties and powers as are commonly
     incident to his or her office as if the Trust were
     organized as a Massachusetts business corporation and
     such other duties and powers as the Trustees may from
     time to time designate, including without limitation
     the power to make purchases and sales of portfolio
     securities of the Trust pursuant to recommendations of
     the Trust's investment adviser in accordance with the
     policies and objectives of that series of shares set
     forth in its prospectus and with such general or
     specific instructions as the Trustees may from time to
     time have issued.
     
4.3  Election.  The president, the treasurer and the
     secretary shall be elected annually by the Trustees.
     Other elected officers are elected by the Trustees.
     Assistant officers are appointed by the elected
     officers.
     
4.4  Tenure.  The president, the treasurer and the secretary
     shall hold office until their respective successors are
     chosen and qualified, or in each case until he or she
     sooner dies, resigns, is removed or becomes
     disqualified.  Each other officer shall hold office at
     the pleasure of the Trustees.  Each agent shall retain
     his or her authority at the pleasure of the Trustees.
     
4.5  President and Vice Presidents.  The president shall be
     the chief executive officer of the Trust.  The
     president shall preside at all meetings of the
     shareholders and of the Trustees at which he or she is
     present, except as otherwise voted by the Trustees.
     Any vice president shall have such duties and powers as
     shall be designated from time to time by the Trustees.
     
4.6  Treasurer and Controller.  The treasurer shall be the
     chief financial officer of the Trust and subject to any
     arrangement made by the Trustees with a bank or trust
     company or other organization as custodian or transfer
     or shareholder services agent, shall be in charge of
     its valuable papers and shall have such other duties
     and powers as may be designated from time to time by
     the Trustees or by the president.  Any assistant
     treasurer shall have such duties and powers as shall be
     designated from time to time by the Trustees.
     
     The controller shall be the chief accounting officer of
     the Trust and shall be in charge of its books of
     account and accounting records.  The controller shall
     be responsible for preparation of financial statements
     of the Trust and shall have such other duties and
     powers as may be designated from time to time by the
     Trustees or the president.
     
4.7  Secretary and Assistant Secretaries.  The secretary
     shall record all proceedings of the shareholders and
     the Trustees in books to be kept therefor, which books
     shall be kept at the principal office of the Trust.  In
     the absence of the secretary from any meeting of
     shareholders or Trustees, an assistant secretary, or if
     there be none or he or she is absent, a temporary clerk
     chosen at the meeting shall record the proceedings
     thereof in the aforesaid books.
     
Section 5.  Resignations and Removals
     
Any Trustee, officer or advisory board member may resign at
any time by delivering his or her resignation in writing to
the president, the treasurer or the secretary or to a
meeting of the Trustees.  The Trustees may remove any
officer elected by them with or without cause by the vote of
a majority of the Trustees then in office.  Except to the
extent expressly provided in a written agreement with the
Trust, no Trustee, officer, or advisory board member
resigning, and no officer or advisory board member removed
shall have any right to any compensation for any period
following his or her resignation or removal, or any right to
damages on account of such removal.

Section 6.  Vacancies
     
A vacancy in any office may be filled at any time.  Each
successor shall hold office for the unexpired term, and in
the case of the presidents, the treasurer and the secretary,
until his or her successor is chosen and qualified, or in
each case until he or she sooner dies, resigns, is removed
or becomes disqualified.

Section 7.  Shares of Beneficial Interest
     
7.1  Share Certificates.  No certificates certifying the
     ownership of shares shall be issued except as the
     Trustees may otherwise authorize.  In the event that
     the Trustees authorize the issuance of share
     certificates, subject to the provisions of Section 7.3,
     each shareholder shall be entitled to a certificate
     stating the number of shares owned by him or her, in
     such form as shall be prescribed from time to time by
     the Trustees.  Such certificate shall be signed by the
     president or a vice president and by the treasurer or
     an assistant treasurer.  Such signatures may be
     facsimiles if the certificate is signed by a transfer
     agent or by a registrar, other than a Trustee, officer
     or employee of the Trust.  In case any officer who has
     signed or whose facsimile signature has been placed on
     such certificate shall have ceased to be such officer
     before such certificate is issued, it may be issued by
     the Trust with the same effect as if he or she were
     such officer at the time of its issue.
     
     In lieu of issuing certificates for shares, the
     Trustees or the transfer agent may either issue
     receipts therefor or keep accounts upon the books of
     the Trust for the record holders of such shares, who
     shall in either case be deemed, for all purposes
     hereunder, to be the holders of certificates for such
     shares as if they had accepted such certificates and
     shall be held to have expressly assented and agreed to
     the terms hereof.
     
7.2  Loss of Certificates.  In the case of the alleged loss
     or destruction or the mutilation of a share
     certificate, a duplicate certificate may be issued in
     place thereof, upon such terms as the Trustees may
     prescribe.
     
7.3  Discontinuance of Issuance of Certificates.  The
     Trustees may at any time discontinue the issuance of
     share certificates and may, by written notice to each
     shareholder, require the surrender of share
     certificates to the Trust for cancellation.  Such
     surrender and cancellation shall not affect the
     ownership of shares in the Trust.
     

Section 8.  Record Date and Closing Transfer Books
     
The Trustees may fix in advance a time, which shall not be
more than 90 days before the date of any meeting of
shareholders or the date for the payment of any dividend or
making of any other distribution to shareholders, as the
record date for determining the shareholders having the
right to notice and to vote at such meeting and any
adjournment thereof or the right to receive such dividend or
distribution, and in such case only shareholders of record
on such record date shall have such right, notwithstanding
any transfer of shares on the books of the Trust after the
record date; or without fixing such record date the Trustees
may for any of such purposes close the transfer books for
all or any part of such period.

Section 9.  Seal
     
The seal of the Trust shall, subject to alteration by the
Trustees, consist of a flat-faced circular die with the word
"Massachusetts" together with the name of the Trust and the
year of its organization, cut or engraved thereon; but,
unless otherwise required by the Trustees, the seal shall
not be necessary to be placed on, and its absence shall not
impair the validity of, any document, instrument or other
paper executed and delivered by or on behalf of the Trust.

Section 10.  Execution of Papers
     
Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all
deeds, leases, transfers, contracts, bonds, notes, checks,
drafts and other obligations made, accepted or endorsed by
the Trust shall be signed, and all transfers of securities
standing in the name of the Trust shall be executed, by the
president or by one of the vice presidents or by the
treasurer or by whomsoever else shall be designated for that
purpose by the vote of the Trustees and need not bear the
seal of the Trust.

Section 11.  Fiscal Year
     
Except as from time to time otherwise provided by the
Trustees, President, Secretary, Controller or Treasurer, the
fiscal year of the Trust shall end on November 30.

Section 12.  Amendments
     
These By-Laws may be amended or repealed, in whole or in
part, by a majority of the Trustees then in office at any
meeting of the Trustees, or by one or more writings signed
by such a majority.




                                
                                
                      MANAGEMENT AGREEMENT
                                

AGREEMENT dated as of March 27, 1995, between COLONIAL TRUST IV,
a Massachusetts business trust (Trust), with respect to COLONIAL
TAX-EXEMPT FUND, COLONIAL TAX-EXEMPT INSURED FUND AND COLONIAL
HIGH YIELD MUNICIPAL FUND (Funds), and COLONIAL MANAGEMENT
ASSOCIATES, INC., a Massachusetts corporation (Adviser).

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

1.  The Adviser will manage the investment of the assets of the
    Funds in accordance with its prospectus and statement of
    additional information and will perform the other services
    herein set forth, subject to the supervision of the Board of
    Trustees of the Trust.  The Adviser may delegate its
    investment responsibilities to a sub-adviser.
    
2.  In carrying out its investment management obligations, the
    Adviser shall:

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

3. The Adviser shall furnish at its expense the following:
   
    (a) office space, supplies, facilities and equipment; (b)
    executive and other personnel for managing the affairs of the
    Funds (including preparing financial information of the Funds
    and reports and tax returns required to be filed with public
    authorities, but exclusive of those related to custodial,
    transfer, dividend and plan agency services, determination of
    net asset value and maintenance of records required by
    Section 31(a) of the Investment Company Act of 1940, as
    amended, and the rules thereunder (1940 Act)); and (c)
    compensation of Trustees who are directors, officers,
    partners or employees of the Adviser or its affiliated
    persons (other than a registered investment company).

4. The Adviser shall be free to render similar services to
   others so long as its services hereunder are not impaired
   thereby.
   
5. The Funds shall pay the Adviser monthly a fee at the annual
   rate of 0.60% of the first $1 billion, 0.55% in excess of $1
   billion, 0.50% in excess of $3 billion and 0.45% in excess of
   $4 billion of the combined average daily net assets of
   Colonial Tax-Exempt Fund, Colonial Tax-Exempt Insured Fund
   and Colonial High Yield Municipal Fund.
   
6. If the operating expenses of the Funds for any fiscal year
   exceed the most restrictive applicable expense limitation for
   any state in which shares are sold, the Adviser's fee shall
   be reduced by the excess but not to less than zero.
   Operating expenses shall not include brokerage, interest,
   taxes, deferred organization expenses, Rule 12b-1
   distribution fees, service fees and extraordinary expenses,
   if any.  The Adviser may waive its compensation (and bear
   expenses of the Funds) to the extent that expenses of the
   Funds exceed any expense limitation the Adviser declares to
   be effective.
   
7. This Agreement shall become effective as of the date of its
   execution, and
   
    (a)  unless otherwise terminated, shall continue until two
    years from its date of execution and from year to year
    thereafter so long as approved annually in accordance with
    the 1940 Act;  (b)  may be terminated without penalty on
    sixty days' written notice to the Adviser either by vote of
    the Board of Trustees of the Trust or by vote of a majority
    of the outstanding shares of the Funds;  (c)  shall
    automatically terminate in the event of its assignment; and
    (d)  may be terminated without penalty by the Adviser on
    sixty days' written notice to the Trust.
    
8.  This Agreement may be amended in accordance with the 1940
    Act.
    
9.  For the purpose of the Agreement, the terms "vote of a
    majority of the outstanding shares", "affiliated person" and
    "assignment" shall have their respective meanings defined in
    the 1940 Act and exemptions and interpretations issued by the
    Securities and Exchange Commission under the 1940 Act.
    
10  In the absence of willful misfeasance, bad faith or gross
 .   negligence on the part of the Adviser, or reckless disregard
    of its obligations and duties hereunder, the Adviser shall
    not be subject to any liability to the Trust or the Funds, to
    any shareholder of the Trust or the Funds or to any other
    person, firm or organization, for any act or omission in the
    course of, or connected with, rendering services hereunder.

COLONIAL TRUST IV on behalf of
COLONIAL TAX-EXEMPT FUND
COLONIAL TAX-EXEMPT INSURED FUND
COLONIAL HIGH YIELD MUNICIPAL FUND



By:  PETER L. LYDECKER
     -----------------
     Peter L. Lydecker
     Title:  Controller


COLONIAL MANAGEMENT ASSOCIATES, INC.




By:  ARTHUR O. STERN
     ---------------
     Arthur O. Stern
     Title:  Executive Vice President

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







funds/general/contract/ctefman


           AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT
                              
                              
                              
Effective January 1, 1996, the Agreement dated March 27,
1995,and amended on July 1, 1995, between COLONIAL TRUST IV
(Trust) on behalf of Colonial Tax-Exempt Fund, Colonial Tax-
Exempt Insured Fund and Colonial High Yield Municipal Fund
(collectively, the "Funds") and COLONIAL MANAGEMENT
ASSOCIATES, INC. (Adviser) is hereby amended to replace
Section 5 in its entirety:


5.   The Funds shall pay the Adviser monthly a fee at the
     annual rate of 0.60% of the first $1 billion, 0.55% in
     excess of $1 billion, 0.50% in excess of $3 billion and
     0.45% in excess of $4 billion of the combined average
     daily net assets of Colonial Tax-Exempt Fund, Colonial
     Tax-Exempt Insured Fund and Colonial High Yield
     Municipal Fund; provided, however that the monthly fee
     otherwise payable by Colonial Tax-Exempt Fund after
     application of the foregoing provision shall be reduced
     by an amount equal to the product of (a) 0.05%12 times
     (b) the lesser of $1 billion or the excess of Colonial
     Tax-Exempt Fund's average daily net assets for the
     month over $2 billion; and provided, further however,
     that the monthly fee  otherwise payable by Colonial Tax-
     Exempt Fund after application of the foregoing clauses
     (a) and (b) shall be further reduced by an amount
     calculated as follows:  (i) for January through March
     1996, the reduction shall be (0.01%  12) times the
     Fund's average daily net assets for the month, (ii) for
     April through June 1996, the reduction shall be (0.02%
     12) times the Fund's average daily net assets for the
     month, (iii) for July through September 1996, the
     reduction shall be (0.03%  12) times the Fund's average
     daily net assets for the month, and (iv) for months
     after September 1996, the reduction shall be
     (0.04%  12) times the Fund's average daily net assets
     for the month.


COLONIAL TRUST IV on behalf of
COLONIAL TAX-EXEMPT FUND
COLONIAL TAX-EXEMPT INSURED FUND
COLONIAL HIGH YIELD MUNICIPAL FUND



By:  PETER L. LYDECKER
     -----------------
     Peter L. Lydecker
     Title:  Controller



COLONIAL MANAGEMENT ASSOCIATES, INC.



By:   ARTHUR O. STERN
      ---------------
      Arthur O. Stern
      Title:  Executive Vice President


A copy of the document establishing the Trust is filed with
the Secretary of The Commonwealth of Massachusetts.  This
Amendment is executed by officers not as individuals and is
not binding upon any of the Trustees, officers or
shareholders of the Trust individually but only upon the
assets of Colonial Tax-Exempt Fund, Colonial Tax-Exempt
Insured Fund and Colonial High Yield Municipal Fund.




S:\FUNDS\GENERAL\CONTRACT\CTEFAMD2.DOC




                                
                                
                      MANAGEMENT AGREEMENT
                                

AGREEMENT dated as of March 27, 1995, between COLONIAL TRUST IV,
a Massachusetts business trust (Trust), with respect to COLONIAL
UTILITIES FUND (Fund), and COLONIAL MANAGEMENT ASSOCIATES, INC.,
a Massachusetts corporation (Adviser).

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

1.  The Adviser will manage the investment of the assets of the
    Fund in accordance with its prospectus and statement of
    additional information and will perform the other services
    herein set forth, subject to the supervision of the Board of
    Trustees of the Trust.  The Adviser may delegate its
    investment responsibilities to a sub-adviser.
    
2.  In carrying out its investment management obligations, the
    Adviser shall:

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

3. The Adviser shall furnish at its expense the following:
   
    (a) office space, supplies, facilities and equipment; (b)
    executive and other personnel for managing the affairs of the
    Fund (including preparing financial information of the Fund
    and reports and tax returns required to be filed with public
    authorities, but exclusive of those related to custodial,
    transfer, dividend and plan agency services, determination of
    net asset value and maintenance of records required by
    Section 31(a) of the Investment Company Act of 1940, as
    amended, and the rules thereunder (1940 Act)); and (c)
    compensation of Trustees who are directors, officers,
    partners or employees of the Adviser or its affiliated
    persons (other than a registered investment company).

4. The Adviser shall be free to render similar services to
   others so long as its services hereunder are not impaired
   thereby.
   
5. The Fund shall pay the Adviser monthly a fee at the annual
   rate of 0.65% of the average daily net assets of the Fund.
   
6. If the operating expenses of the Fund for any fiscal year
   exceed the most restrictive applicable expense limitation for
   any state in which shares are sold, the Adviser's fee shall
   be reduced by the excess but not to less than zero.
   Operating expenses shall not include brokerage, interest,
   taxes, deferred organization expenses, Rule 12b-1
   distribution fees, service fees and extraordinary expenses,
   if any.  The Adviser may waive its compensation (and bear
   expenses of the Fund) to the extent that expenses of the Fund
   exceed any expense limitation the Adviser declares to be
   effective.
   
7. This Agreement shall become effective as of the date of its
   execution, and
   
    (a)  unless otherwise terminated, shall continue until two
    years from its date of execution and from year to year
    thereafter so long as approved annually in accordance with
    the 1940 Act;  (b)  may be terminated without penalty on
    sixty days' written notice to the Adviser either by vote of
    the Board of Trustees of the Trust or by vote of a majority
    of the outstanding shares of the Fund;  (c)  shall
    automatically terminate in the event of its assignment; and
    (d)  may be terminated without penalty by the Adviser on
    sixty days' written notice to the Trust.
    
8.  This Agreement may be amended in accordance with the 1940
    Act.
    
9.  For the purpose of the Agreement, the terms "vote of a
    majority of the outstanding shares", "affiliated person" and
    "assignment" shall have their respective meanings defined in
    the 1940 Act and exemptions and interpretations issued by the
    Securities and Exchange Commission under the 1940 Act.
    
10  In the absence of willful misfeasance, bad faith or gross
 .   negligence on the part of the Adviser, or reckless disregard
    of its obligations and duties hereunder, the Adviser shall
    not be subject to any liability to the Trust or the Fund, to
    any shareholder of the Trust or the Fund or to any other
    person, firm or organization, for any act or omission in the
    course of, or connected with, rendering services hereunder.

COLONIAL TRUST IV on behalf of
COLONIAL UTILITIES FUND



By:  PETER L. LYDECKER
     -----------------
     Peter L. Lydecker
     Title:  Controller


COLONIAL MANAGEMENT ASSOCIATES, INC.




By:  ARTHUR O. STERN
     ---------------
     Arthur O. Stern
     Title:  Executive Vice President

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







funds/general/contract/cufman



                                
                                
                      MANAGEMENT AGREEMENT
                                

AGREEMENT dated as of March 27, 1995, between COLONIAL TRUST IV,
a Massachusetts business trust (Trust), with respect to COLONIAL
INTERMEDIATE TAX-EXEMPT FUND (Fund), and COLONIAL MANAGEMENT
ASSOCIATES, INC., a Massachusetts corporation (Adviser).

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

1.  The Adviser will manage the investment of the assets of the
    Fund in accordance with its prospectus and statement of
    additional information and will perform the other services
    herein set forth, subject to the supervision of the Board of
    Trustees of the Trust.  The Adviser may delegate its
    investment responsibilities to a sub-adviser.
    
2.  In carrying out its investment management obligations, the
    Adviser shall:

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

3. The Adviser shall furnish at its expense the following:
   
    (a) office space, supplies, facilities and equipment; (b)
    executive and other personnel for managing the affairs of the
    Fund (including preparing financial information of the Fund
    and reports and tax returns required to be filed with public
    authorities, but exclusive of those related to custodial,
    transfer, dividend and plan agency services, determination of
    net asset value and maintenance of records required by
    Section 31(a) of the Investment Company Act of 1940, as
    amended, and the rules thereunder (1940 Act)); and (c)
    compensation of Trustees who are directors, officers,
    partners or employees of the Adviser or its affiliated
    persons (other than a registered investment company).

4. The Adviser shall be free to render similar services to
   others so long as its services hereunder are not impaired
   thereby.
   
5. The Fund shall pay the Adviser monthly a fee at the annual
   rate of 0.55% of the average daily net assets of the Fund.
   
6. If the operating expenses of the Fund for any fiscal year
   exceed the most restrictive applicable expense limitation for
   any state in which shares are sold, the Adviser's fee shall
   be reduced by the excess but not to less than zero.
   Operating expenses shall not include brokerage, interest,
   taxes, deferred organization expenses, Rule 12b-1
   distribution fees, service fees and extraordinary expenses,
   if any.  The Adviser may waive its compensation (and bear
   expenses of the Fund) to the extent that expenses of the Fund
   exceed any expense limitation the Adviser declares to be
   effective.
   
7. This Agreement shall become effective as of the date of its
   execution, and
   
    (a)  unless otherwise terminated, shall continue until two
    years from its date of execution and from year to year
    thereafter so long as approved annually in accordance with
    the 1940 Act;  (b)  may be terminated without penalty on
    sixty days' written notice to the Adviser either by vote of
    the Board of Trustees of the Trust or by vote of a majority
    of the outstanding shares of the Fund;  (c)  shall
    automatically terminate in the event of its assignment; and
    (d)  may be terminated without penalty by the Adviser on
    sixty days' written notice to the Trust.
    
8.  This Agreement may be amended in accordance with the 1940
    Act.
    
9.  For the purpose of the Agreement, the terms "vote of a
    majority of the outstanding shares", "affiliated person" and
    "assignment" shall have their respective meanings defined in
    the 1940 Act and exemptions and interpretations issued by the
    Securities and Exchange Commission under the 1940 Act.
    
10  In the absence of willful misfeasance, bad faith or gross
 .   negligence on the part of the Adviser, or reckless disregard
    of its obligations and duties hereunder, the Adviser shall
    not be subject to any liability to the Trust or the Fund, to
    any shareholder of the Trust or the Fund or to any other
    person, firm or organization, for any act or omission in the
    course of, or connected with, rendering services hereunder.

COLONIAL TRUST IV on behalf of
COLONIAL INTERMEDIATE TAX-EXEMPT FUND



By:  PETER L. LYDECKER
     -----------------
     Peter L. Lydecker  
     Title:  Controller


COLONIAL MANAGEMENT ASSOCIATES, INC.




By:  ARTHUR O. STERN
     ---------------
     Arthur O. Stern
     Title:  Executive Vice President

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











                                
                                
                      MANAGEMENT AGREEMENT
                                

AGREEMENT dated as of March 27, 1995, between COLONIAL TRUST IV,
a Massachusetts business trust (Trust), with respect to COLONIAL
SHORT-TERM TAX-EXEMPT FUND (Fund), and COLONIAL MANAGEMENT
ASSOCIATES, INC., a Massachusetts corporation (Adviser).

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

1.  The Adviser will manage the investment of the assets of the
    Fund in accordance with its prospectus and statement of
    additional information and will perform the other services
    herein set forth, subject to the supervision of the Board of
    Trustees of the Trust.  The Adviser may delegate its
    investment responsibilities to a sub-adviser.
    
2.  In carrying out its investment management obligations, the
    Adviser shall:

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

3. The Adviser shall furnish at its expense the following:
   
    (a) office space, supplies, facilities and equipment; (b)
    executive and other personnel for managing the affairs of the
    Fund (including preparing financial information of the Fund
    and reports and tax returns required to be filed with public
    authorities, but exclusive of those related to custodial,
    transfer, dividend and plan agency services, determination of
    net asset value and maintenance of records required by
    Section 31(a) of the Investment Company Act of 1940, as
    amended, and the rules thereunder (1940 Act)); and (c)
    compensation of Trustees who are directors, officers,
    partners or employees of the Adviser or its affiliated
    persons (other than a registered investment company).

4. The Adviser shall be free to render similar services to
   others so long as its services hereunder are not impaired
   thereby.
   
5. The Fund shall pay the Adviser monthly a fee at the annual
   rate of 0.50% of the average daily net assets of the Fund.
   
6. If the operating expenses of the Fund for any fiscal year
   exceed the most restrictive applicable expense limitation for
   any state in which shares are sold, the Adviser's fee shall
   be reduced by the excess but not to less than zero.
   Operating expenses shall not include brokerage, interest,
   taxes, deferred organization expenses, Rule 12b-1
   distribution fees, service fees and extraordinary expenses,
   if any.  The Adviser may waive its compensation (and bear
   expenses of the Fund) to the extent that expenses of the Fund
   exceed any expense limitation the Adviser declares to be
   effective.
   
7. This Agreement shall become effective as of the date of its
   execution, and
   
    (a)  unless otherwise terminated, shall continue until two
    years from its date of execution and from year to year
    thereafter so long as approved annually in accordance with
    the 1940 Act;  (b)  may be terminated without penalty on
    sixty days' written notice to the Adviser either by vote of
    the Board of Trustees of the Trust or by vote of a majority
    of the outstanding shares of the Fund;  (c)  shall
    automatically terminate in the event of its assignment; and
    (d)  may be terminated without penalty by the Adviser on
    sixty days' written notice to the Trust.
    
8.  This Agreement may be amended in accordance with the 1940
    Act.
    
9.  For the purpose of the Agreement, the terms "vote of a
    majority of the outstanding shares", "affiliated person" and
    "assignment" shall have their respective meanings defined in
    the 1940 Act and exemptions and interpretations issued by the
    Securities and Exchange Commission under the 1940 Act.
    
10  In the absence of willful misfeasance, bad faith or gross
 .   negligence on the part of the Adviser, or reckless disregard
    of its obligations and duties hereunder, the Adviser shall
    not be subject to any liability to the Trust or the Fund, to
    any shareholder of the Trust or the Fund or to any other
    person, firm or organization, for any act or omission in the
    course of, or connected with, rendering services hereunder.

COLONIAL TRUST IV on behalf of
COLONIAL SHORT-TERM TAX-EXEMPT FUND



By: PETER L. LYDECKER
    -----------------
    Peter L. Lydecker
    Title:  Controller


COLONIAL MANAGEMENT ASSOCIATES, INC.




By: ARTHUR O. STERN
    ---------------
    Arthur O. Stern
    Title:  Executive Vice President

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







funds/general/contract/sttefman


                             
                AMENDMENT NO. 5 TO SCHEDULE A


     Terms used in the Schedule and not defined herein shall
have  the  meaning  specified in the  AMENDED  AND  RESTATED
SHAREHOLDERS'  SERVICING AND TRANSFER AGENT AGREEMENT  dated
July  1,  1991,  and  as  amended from  time  to  time  (the
"Agreement").  Payments under the Agreement to CSC shall  be
made in the first two weeks of the month following the month
in which a service is rendered or an expense incurred.  This
Amendment No. 5 to Schedule A shall be effective as of March
1,   1996,  and  supersedes  the  original  Schedule  A  and
Amendment Nos. 1, 2, 3 and 4 to Schedule A.

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

          (a)  The Fund's Share of CSC Compensation

               PLUS

                     (b)  The Fund's Allocated Share of  CSC
               Reimbursable Out-of-Pocket Expenses.

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

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

     3.   Definitions

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

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

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

                "Fund" means each of the open-end investment
          companies  advised by CMA that are series  of  the
          Trusts which are parties to the Agreement.
               "Fund's Share of CSC Compensation" for any
          month means 1/12 of the following applicable
          percentage of the average daily closing value of
          the total net assets of such Fund for such month:

       
       Equity Funds:                                           Percent
       ------------                                            -------
       
                The Colonial Fund                                0.25
                Colonial Growth Shares Fund
                Colonial U.S. Fund for Growth
                Colonial Global Equity Fund
                Colonial Global Natural Resources Fund
                Colonial Small Stock Fund
                Colonial International Fund for Growth

       Taxable Bond Funds:

                Colonial U.S. Government Fund                     0.18
                Colonial  Adjustable Rate U.S. Government Fund
                Colonial Federal Securities Fund
                Colonial Income Fund

       Tax-Exempt Funds

                Colonial Tax-Exempt Insured Fund                  0.14
                Colonial Tax-Exempt Fund
                Colonial High Yield Municipal Fund
                Colonial California Tax-Exempt Fund
                Colonial Connecticut Tax-Exempt Fund
                Colonial Florida Tax-Exempt Fund
                Colonial Intermediate Tax-Exempt Fund
                Colonial Massachusetts Tax-Exempt Fund
                Colonial Michigan Tax-Exempt Fund
                Colonial Minnesota Tax-Exempt Fund
                Colonial New York Tax-Exempt Fund
                Colonial North Carolina Tax-Exempt Fund
                Colonial Ohio Tax-Exempt Fund
                Colonial Short-Term Tax-Exempt Fund

       Money Market Funds:

                Colonial Government Money Market Fund             0.20
                Colonial Municipal Money Market Fund

       Others:
                Colonial High Yield Securities Fund               0.25
                Colonial Strategic Income Fund                    0.20
                Colonial Utilities Fund                           0.20
                Colonial Strategic Balanced Fund                  0.25
                Colonial Global Utilities Fund                    0.20
                Colonial Newport Tiger Fund                       0.25

Agreed:

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


By:  ARTHUR O. STERN
     ---------------------------
     Arthur O. Stern, Secretary


COLONIAL INVESTORS SERVICE CENTER, INC.



By:  MARY MCKENZIE
     ------------------------------------
     Mary McKenzie, Senior Vice President


COLONIAL MANAGEMENT ASSOCIATES, INC.


By:  ARTHUR O. STERN
     -----------------------------------------
     Arthur O. Stern, Executive Vice President



                          EXHIBIT 1
                              
                METHODOLOGY OF ALLOCATING CSC
             REIMBURSABLE OUT-OF-POCKET EXPENSES


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

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

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

                                   -  number of shareholder accounts

                                   -  number of transactions

                                   -  average assets









             CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Prospectuses and Statements of Additional Information
constituting parts of this Post-Effective Amendment No. 42
to the registration statement on Form N-1A (the
"Registration Statement") of our reports dated January 12,
1996, relating to the financial statements and financial
highlights appearing in the November 30, 1995 Annual Reports
to Shareholders of Colonial High Yield Municipal Fund, 
Colonial Tax-Exempt Fund, Colonial Tax-Exempt
Insured Fund and Colonial Utilities Fund, each a series of
Colonial Trust IV, which are also incorporated by reference
in to the Registration Statement. We also consent to the
references to us under the Heading "The Fund's Financial
History" in the Prospectuses and "Independent Accountants"
in the Statements of Additional Information.



PRICE WATERHOUSE LLP
- --------------------
Price Waterhouse LLP
Boston, Massachusetts
March 22, 1996











             CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Prospectuses and Statements of Additional Information
constituting parts of this Post-Effective Amendment No. 42
to the registration statement on Form N-1A (the
"Registration Statement") of our reports dated January 12,
1996, relating to the financial statements and financial
highlights appearing in the November 30, 1995 Annual Report
to Shareholders of Colonial Intermediate Tax-Exempt Fund
and Colonial Short-Term Tax-Exempt Fund, each a series of
Colonial Trust IV, which are also incorporated by reference
in to the Registration Statement. We also consent to the
references to us under the Heading "The Funds' Financial
History" in the Prospectus and "Independent Accountants"
in the Statements of Additional Information.



PRICE WATERHOUSE LLP
- --------------------
Price Waterhouse LLP
Boston, Massachusetts
March 22, 1996





<TABLE>
<CAPTION>
                                                       PERFORMANCE CALCULATION

                                                COLONIAL TAX-EXEMPT FUND - CLASS A

                                                     Fiscal Year End: 11/30/95


                       1 YEAR ENDING 11/30/95           5 YEARS ENDING 11/30/95         10 YEARS ENDING 11/30/95

                   Standard       Non-Standard      Standard       Non-Standard        Standard      Non-Standard
                  ----------     --------------    -----------    -------------       ----------     ------------- 
<S>              <C>              <C>               <C>              <C>               <C>           <C> 
Initial Inv.     $1,000.00        $1,000.00         $1,000.00        $1,000.00         $1,000.00     $1,000.00
Max. Load             4.75%                              4.75%                              4.75%

Amt. Invested      $952.50        $1,000.00           $952.50        $1,000.00           $952.50     $1,000.00
Initial NAV         $12.18           $12.18            $12.89           $12.89            $12.76        $12.76
Initial Shares      78.202           82.102            73.894           77.580            74.647        78.370

Shares From Dist.    4.652            4.885            27.837           29.225            78.018        81.911
End of Period NAV   $13.72           $13.72            $13.72           $13.72            $13.72        $13.72

Total Return         13.68%           19.35%            39.58%           46.54%           109.46%       119.91%

Average Annual
 Total Return        13.68%           19.35%             6.90%            7.94%             7.67%         8.20%
</TABLE>





                                  PERFORMANCE CALCULATION

                             COLONIAL  TAX-EXEMPT  FUND - CLASS B

                                Fiscal Year End: 11/30/95

                                Inception Date: 5/5/92


                                                 SINCE INCEPTION
                    1 YEAR ENDING 11/30/95      5/5/92 TO 11/30/95

                  Standard    Non-Standard    Standard    Non-Standard
                 ------------ ------------  ------------  ------------

Initial Inv.      $1,000.00    $1,000.00      $1,000.00    $1,000.00

Amt. Invested     $1,000.00    $1,000.00      $1,000.00    $1,000.00
Initial NAV         $12.18        $12.18         $13.23       $13.23
Initial Shares      82.102        82.102         75.586       75.586

Shares From Dist.    4.244         4.244         15.913       15.913
End of Period NAV   $13.72        $13.72         $13.72       $13.72

CDSC                  5.00%                        3.00%
Total Return         13.47%        18.47%         22.54%       25.54%

Average Annual
 Total Return        13.47%        18.47%          5.85%        6.57%




 
                     COLONIAL TAX-EXEMPT FUND
                       FUND YIELD CALCULATION
                     (CALENDAR MONTH-END METHOD)
                  30-DAY BASE PERIOD ENDED 11/30/95


                                    a-b        6
                     FUND YIELD = 2 ----- +1  -1
                                    c-d



       a = dividends and interest earned during
           the month ................................ $18,517,584

       b = expenses (exclusive of distribution fee)
            accrued during the month..................  3,045,803

       c = average dividend shares outstanding
           during the month ......................... 262,069,895

       d = class A maximum offering price per share
           on the last day of the month .............      $14.40


             CLASS A YIELD ...........................       4.97%
                                                         =========
             Class A yield/(1-Load)
             ie: 4.97%/(1-.0475)=yield on NAV=   5.22%
                Less:  Distribution fee          (.75)
                                                 -----
             CLASS B YIELD ...........................       4.47%
                                                         =========

            TAX-EQUIVALENT YIELD:  CLASS A...........        8.23%
                                                         =========

                                   CLASS B...........        7.40%
                                                         =========

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS OF COLONIAL TAX-EXEMPT FUND, CLASS A YEAR END NOV-30-1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS OF COLONIAL
TAX-EXEMPT FUND, CLASS A YEAR END NOV-30-1995.
</LEGEND>
<CIK> 0000276716
<NAME> COLONIAL TRUST IV
<SERIES>
   <NUMBER> 1
   <NAME> COLONIAL TAX-EXEMPT FUND, CLASS A
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          NOV-30-1995
<PERIOD-END>                               NOV-30-1995
<INVESTMENTS-AT-COST>                          3274564
<INVESTMENTS-AT-VALUE>                         3516674
<RECEIVABLES>                                   106800
<ASSETS-OTHER>                                      88
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 3623562
<PAYABLE-FOR-SECURITIES>                         19874
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        23671
<TOTAL-LIABILITIES>                              43545
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       2950832
<SHARES-COMMON-STOCK>                           226745
<SHARES-COMMON-PRIOR>                           234576
<ACCUMULATED-NII-CURRENT>                         2504
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          81578
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        236090
<NET-ASSETS>                                   3580017
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               239927
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   38822
<NET-INVESTMENT-INCOME>                         301105
<REALIZED-GAINS-CURRENT>                       (17179)
<APPREC-INCREASE-CURRENT>                       423407
<NET-CHANGE-FROM-OPS>                           607333
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       177765
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          47093
<NUMBER-OF-SHARES-REDEEMED>                      62434
<SHARES-REINVESTED>                               2510
<NET-CHANGE-IN-ASSETS>                          281829
<ACCUMULATED-NII-PRIOR>                           1059
<ACCUMULATED-GAINS-PRIOR>                      (62796)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            19170
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  38822
<AVERAGE-NET-ASSETS>                          63054564
<PER-SHARE-NAV-BEGIN>                           12.180
<PER-SHARE-NII>                                  0.771
<PER-SHARE-GAIN-APPREC>                          1.535
<PER-SHARE-DIVIDEND>                             0.776
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                             13.720
<EXPENSE-RATIO>                                   1.01
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS OF COLONIAL TAX-EXEMPT FUND, CLASS B YEAR END NOV-30-1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS OF COLONIAL
TAX-EXEMPT FUND, CLASS B YEAR END NOV-30-1995.
</LEGEND>
<CIK> 0000276716
<NAME> COLONIAL TRUST IV
<SERIES>
   <NUMBER> 1
   <NAME> COLONIAL TAX-EXEMPT FUND, CLASS B
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          NOV-30-1995
<PERIOD-END>                               NOV-30-1995
<INVESTMENTS-AT-COST>                          3274564
<INVESTMENTS-AT-VALUE>                         3516674
<RECEIVABLES>                                   106800
<ASSETS-OTHER>                                      88
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 3623562
<PAYABLE-FOR-SECURITIES>                         19874
<SENIOR-LONG-TERM-DEBT>                        3516674
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                              23671
<SENIOR-EQUITY>                                  43545
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           472170
<SHARES-COMMON-PRIOR>                            34196
<ACCUMULATED-NII-CURRENT>                        36100
<OVERDISTRIBUTION-NII>                            2504
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                         81578
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                    236090
<DIVIDEND-INCOME>                              3580017
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                  239927
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                          38822
<REALIZED-GAINS-CURRENT>                        201108
<APPREC-INCREASE-CURRENT>                      (17179)
<NET-CHANGE-FROM-OPS>                           423407
<EQUALIZATION>                                  607333
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                         23492
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                       2673
<SHARES-REINVESTED>                               5573
<NET-CHANGE-IN-ASSETS>                             996
<ACCUMULATED-NII-PRIOR>                         281829
<ACCUMULATED-GAINS-PRIOR>                         1059
<OVERDISTRIB-NII-PRIOR>                          62796
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                               19170
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                             38822
<PER-SHARE-NAV-BEGIN>                           462763
<PER-SHARE-NII>                                 12.180
<PER-SHARE-GAIN-APPREC>                          0.673
<PER-SHARE-DIVIDEND>                             1.535
<PER-SHARE-DISTRIBUTIONS>                        0.668
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                             13.720
<EXPENSE-RATIO>                                   1.76
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS OF COLONIAL TAX-EXEMPT INSURED FUND, CLASS A YEAR END NOV-30-1995 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS OF
COLONIAL TAX-EXEMPT INSURED FUND, CLASS B YEAR END NOV-30-1995
</LEGEND>
<CIK> 0000276716
<NAME> COLONIAL TRUST IV
<SERIES>
   <NUMBER> 2
   <NAME> COLONIAL TAX-EXEMPT INSURED FUND
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          NOV-30-1995
<PERIOD-END>                               NOV-30-1995
<INVESTMENTS-AT-COST>                           267288
<INVESTMENTS-AT-VALUE>                          291891
<RECEIVABLES>                                     5381
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  297272
<PAYABLE-FOR-SECURITIES>                          4246
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                         2116
<TOTAL-LIABILITIES>                               6362
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        222359
<SHARES-COMMON-STOCK>                            28750
<SHARES-COMMON-PRIOR>                            26701
<ACCUMULATED-NII-CURRENT>                          185
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         (5548)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         24317
<NET-ASSETS>                                    290910
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                17529
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    3311
<NET-INVESTMENT-INCOME>                          14218
<REALIZED-GAINS-CURRENT>                           819
<APPREC-INCREASE-CURRENT>                        30648
<NET-CHANGE-FROM-OPS>                            45685
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        12225
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           7915
<NUMBER-OF-SHARES-REDEEMED>                       6739
<SHARES-REINVESTED>                                873
<NET-CHANGE-IN-ASSETS>                           46200
<ACCUMULATED-NII-PRIOR>                            397
<ACCUMULATED-GAINS-PRIOR>                       (7325)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                             1544
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   3311
<AVERAGE-NET-ASSETS>                            231948
<PER-SHARE-NAV-BEGIN>                            7.450
<PER-SHARE-NII>                                  0.416
<PER-SHARE-GAIN-APPREC>                          0.937
<PER-SHARE-DIVIDEND>                             0.423
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              8.380
<EXPENSE-RATIO>                                   1.05
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS OF COLONIAL TAX-EXEMPT INSURED FUND, CLASS B YEAR END NOV-30-1995 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENT OF
COLONIAL TAX-EXEMPT INSURED FUND, CLASS B YEAR END NOV-30-1995.
</LEGEND>
<CIK> 0000276716
<NAME> COLONIAL TRUST IV
<SERIES>
   <NUMBER> 2
   <NAME> COLONIAL TAX-EXEMPT INSURED FUND, CLASS B
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          NOV-30-1995
<PERIOD-END>                               NOV-30-1995
<INVESTMENTS-AT-COST>                           267288
<INVESTMENTS-AT-VALUE>                          291891
<RECEIVABLES>                                     5381
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  297272
<PAYABLE-FOR-SECURITIES>                          4246
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                         2116
<TOTAL-LIABILITIES>                               6362
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         49597
<SHARES-COMMON-STOCK>                             5969
<SHARES-COMMON-PRIOR>                             6149
<ACCUMULATED-NII-CURRENT>                          185
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           5548
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         24317
<NET-ASSETS>                                    290910
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                17529
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    3311
<NET-INVESTMENT-INCOME>                          14218
<REALIZED-GAINS-CURRENT>                           819
<APPREC-INCREASE-CURRENT>                        30648
<NET-CHANGE-FROM-OPS>                            45685
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         2207
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            639
<NUMBER-OF-SHARES-REDEEMED>                        977
<SHARES-REINVESTED>                                158
<NET-CHANGE-IN-ASSETS>                           46200
<ACCUMULATED-NII-PRIOR>                            397
<ACCUMULATED-GAINS-PRIOR>                       (7325)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                             1544
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   3311
<AVERAGE-NET-ASSETS>                             48560
<PER-SHARE-NAV-BEGIN>                            7.450
<PER-SHARE-NII>                                  0.357
<PER-SHARE-GAIN-APPREC>                          0.937
<PER-SHARE-DIVIDEND>                             0.364
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              8.380
<EXPENSE-RATIO>                                   1.80
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHUDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL STATEMENTS
OF COLONIAL UTILITIES FUND, CLASS A YEAR END NOV-30-1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS OF COLONIAL UTILITIES FUND,
CLASS A YEAR END NOV-30-1995
</LEGEND>
<CIK> 0000276716
<NAME> COLONIAL TRUST IV
<SERIES>
   <NUMBER> 5
   <NAME> COLONIAL UTILITIES FUND, CLASS A
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          NOV-30-1995
<PERIOD-END>                               NOV-30-1995
<INVESTMENTS-AT-COST>                          1132092
<INVESTMENTS-AT-VALUE>                         1219947
<RECEIVABLES>                                     9212
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 1229159
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                         7857
<TOTAL-LIABILITIES>                               7857
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        420967
<SHARES-COMMON-STOCK>                            27851
<SHARES-COMMON-PRIOR>                            31835
<ACCUMULATED-NII-CURRENT>                          796
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (102080)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         87855
<NET-ASSETS>                                   1221302
<DIVIDEND-INCOME>                                71455
<INTEREST-INCOME>                                  859
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   19932
<NET-INVESTMENT-INCOME>                          52382
<REALIZED-GAINS-CURRENT>                       (21504)
<APPREC-INCREASE-CURRENT>                       260221
<NET-CHANGE-FROM-OPS>                           291099
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        19543
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           3230
<NUMBER-OF-SHARES-REDEEMED>                       8370
<SHARES-REINVESTED>                               1156
<NET-CHANGE-IN-ASSETS>                          104710
<ACCUMULATED-NII-PRIOR>                           1754
<ACCUMULATED-GAINS-PRIOR>                      (80576)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                             7486
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  19932
<AVERAGE-NET-ASSETS>                            385246
<PER-SHARE-NAV-BEGIN>                          111.720
<PER-SHARE-NII>                                  0.640
<PER-SHARE-GAIN-APPREC>                          2.659
<PER-SHARE-DIVIDEND>                             0.649
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              14.37
<EXPENSE-RATIO>                                   1.21
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS OF COLONIAL UTILITITES FUND, CLASS B YEAR END NOV-30-1995 AND IS
QUALIFIED IN ITS ENTREITY BY REFERENCE TO SUCH FINANCIAL STATEMENTS OF COLONIAL
UTILITIES FUND, CLASS B YEAR END NOV-30-1995
</LEGEND>
<CIK> 0000276716
<NAME> COLONIAL TRUST IV
<SERIES>
   <NUMBER> 5
   <NAME> COLONIAL UTILITIES FUND, CLASS B
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          NOV-30-1995
<PERIOD-END>                               NOV-30-1995
<INVESTMENTS-AT-COST>                          1132092
<INVESTMENTS-AT-VALUE>                         1219947
<RECEIVABLES>                                     9212
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 1229159
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                         7857
<TOTAL-LIABILITIES>                               7857
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        813764
<SHARES-COMMON-STOCK>                            57110
<SHARES-COMMON-PRIOR>                            63446
<ACCUMULATED-NII-CURRENT>                          796
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (102080)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         87855
<NET-ASSETS>                                   1221302
<DIVIDEND-INCOME>                               741455
<INTEREST-INCOME>                                  859
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   19932
<NET-INVESTMENT-INCOME>                          52382
<REALIZED-GAINS-CURRENT>                       (21504)
<APPREC-INCREASE-CURRENT>                       260221
<NET-CHANGE-FROM-OPS>                           291099
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        33675
<DISTRIBUTIONS-OF-GAINS>                             0
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<SHARES-REINVESTED>                               2147
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<ACCUMULATED-NII-PRIOR>                           1754
<ACCUMULATED-GAINS-PRIOR>                      (80576)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                             7486
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  19932
<AVERAGE-NET-ASSETS>                            779142
<PER-SHARE-NAV-BEGIN>                           11.720
<PER-SHARE-NII>                                  0.544
<PER-SHARE-GAIN-APPREC>                          2.659
<PER-SHARE-DIVIDEND>                             0.553
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                             14.370
<EXPENSE-RATIO>                                   1.96
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS OF COLONIAL HIGH YIELD MUNICIPAL FUND, CLASS A YEAR END NOV-30-1995
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS OF
COLONIAL HIGH YIELD MUNICIPAL FUND, CLASS A YEAR END NOV-30-1995
</LEGEND>
<CIK> 0000276716
<NAME> COLONIAL TRUST IV
<SERIES>
   <NUMBER> 3
   <NAME> COLONIAL HIGH YIELD MUNICIPAL FUND, CLASS A
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          NOV-30-1995
<PERIOD-END>                               NOV-30-1995
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<RECEIVABLES>                                     4423
<ASSETS-OTHER>                                      15
<OTHER-ITEMS-ASSETS>                              6358
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<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                           1140
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<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        153609
<SHARES-COMMON-STOCK>                            13479
<SHARES-COMMON-PRIOR>                            12174
<ACCUMULATED-NII-CURRENT>                          337
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<ACCUM-APPREC-OR-DEPREC>                          6358
<NET-ASSETS>                                    155890
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                10820
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    2562
<NET-INVESTMENT-INCOME>                           8258
<REALIZED-GAINS-CURRENT>                        (2355)
<APPREC-INCREASE-CURRENT>                        14952
<NET-CHANGE-FROM-OPS>                            20855
<EQUALIZATION>                                   00855
<DISTRIBUTIONS-OF-INCOME>                       (8390)
<DISTRIBUTIONS-OF-GAINS>                             0
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<NUMBER-OF-SHARES-REDEEMED>                     (2319)
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<PER-SHARE-NII>                                  0.656
<PER-SHARE-GAIN-APPREC>                          0.912
<PER-SHARE-DIVIDEND>                             0.668
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.23
<EXPENSE-RATIO>                                   1.17
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS OF COLONIAL HIGH YIELD MUNICIPAL FUND, CLASS B YEAR END NOV-30-1995
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS OF
COLONIAL HIGH YIELD MUNICIPAL FUND, CLASS B YEAR END NOV-30-1995
</LEGEND>
<CIK> 0000276716
<NAME> COLONIAL TRUST IV
<SERIES>
   <NUMBER> 3
   <NAME> COLONIAL HIGH YIELD MUNICIPAL FUND, CLASS B
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          NOV-30-1995
<PERIOD-END>                               NOV-30-1995
<INVESTMENTS-AT-COST>                           146556
<INVESTMENTS-AT-VALUE>                          152914
<RECEIVABLES>                                     4423
<ASSETS-OTHER>                                      15
<OTHER-ITEMS-ASSETS>                              6358
<TOTAL-ASSETS>                                  157352
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                           1140
<OTHER-ITEMS-LIABILITIES>                          322
<TOTAL-LIABILITIES>                               1462
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        153609
<SHARES-COMMON-STOCK>                            13479
<SHARES-COMMON-PRIOR>                            12174
<ACCUMULATED-NII-CURRENT>                          337
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         (4414)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          6358
<NET-ASSETS>                                    155890
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                10820
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    2562
<NET-INVESTMENT-INCOME>                           8258
<REALIZED-GAINS-CURRENT>                        (2355)
<APPREC-INCREASE-CURRENT>                        14952
<NET-CHANGE-FROM-OPS>                            20855
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (8390)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           4338
<NUMBER-OF-SHARES-REDEEMED>                     (2319)
<SHARES-REINVESTED>                                399
<NET-CHANGE-IN-ASSETS>                           36314
<ACCUMULATED-NII-PRIOR>                            432
<ACCUMULATED-GAINS-PRIOR>                       (2042)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              759
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   2562
<AVERAGE-NET-ASSETS>                            126441
<PER-SHARE-NAV-BEGIN>                             9.33
<PER-SHARE-NII>                                  0.583
<PER-SHARE-GAIN-APPREC>                          0.912
<PER-SHARE-DIVIDEND>                             0.595
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.23
<EXPENSE-RATIO>                                   1.92
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE>
<CAPTION>
                                                    PERFORMANCE CALCULATION

                                              COLONIAL TAX EXEMPT INSURED FUND - CLASS A

                                                   Fiscal Year End: 11/30/95



                      1 YEAR ENDING 11/30/95          5 YEARS ENDING 11/30/95     10 YEARS ENDING 11/30/95

                    Standard    Non-Standard        Standard    Non-Standard   Standard     Non-Standard
                 ------------- --------------    -------------- -------------  ---------  ---------------
<S>                <C>            <C>              <C>            <C>           <C>            <C>
Initial Inv.       $1,000.00      $1,000.00        $1,000.00      $1,000.00     $1,000.00      $1,000.00
Max. Load               4.75%                           4.75%                        4.75%

Amt. Invested        $952.50      $1,000.00          $952.50      $1,000.00       $952.50      $1,000.00
Initial NAV            $7.45          $7.45            $7.66          $7.66         $7.15          $7.15
Initial Shares       127.852        134.228          124.347        130.548       133.217        139.860

Shares From Dist.      6.884          7.234           40.874         42.907       117.840        123.714
End of Period NAV      $8.38          $8.38            $8.38          $8.38         $8.38          $8.38

Total Return           12.91%         18.55%           38.46%         45.36%       110.39%        120.88%

Average Annual
 Total Return          12.91%         18.55%            6.72%          7.77%         7.72%          8.25%
</TABLE>



                                        PERFORMANCE CALCULATION

                               COLONIAL TAX-EXEMPT INSURED FUND - CLASS B

                                       Fiscal Year End: 11/30/95

                                         Inception Date: 5/5/92


                                                          SINCE INCEPTION
                        1 YEAR ENDING 11/30/95           5/5/92 TO 11/30/95

                   Standard     Non-Standard           Standard    Non-Standard
                 ------------ -------------------    ------------ -------------

Initial Inv.       $1,000.00    $1,000.00             $1,000.00     $1,000.00

Amt. Invested      $1,000.00    $1,000.00             $1,000.00     $1,000.00
Initial NAV           $7.45         $7.45                 $7.91         $7.91
Initial Shares      134.228       134.228               126.422       126.422

Shares From Dist.     6.196         6.196                23.143        23.143
End of Period NAV     $8.38         $8.38                 $8.38         $8.38

CDSC                   5.00%                               3.00%
Total Return          12.68%        17.68%                22.34%        25.34%

Average Annual
 Total Return         12.68%        17.68%                 5.80%         6.52%



                     COLONIAL TAX-EXEMPT INSURED FUND
                       FUND YIELD CALCULATION
                     (CALENDAR MONTH-END METHOD)
                    30-DAY BASE PERIOD ENDED 11/30/95


                                    a-b       6
                     FUND YIELD = 2 ----- +1  -1
                                    c-d



       a = dividends and interest earned during
           the month ................................ $1,320,194

       b = expenses (exclusive of distribution fee)
            accrued during the month.................    234,843

       c = average dividend shares outstanding
           during the month ......................... 34,930,137

       d = class A maximum offering price per share
           on the last day of the month .............      $8.80


             CLASS A YIELD ..........................       4.28%
                                                        =========
             Class A yield/(1-Load)
             ie: 4.28%/(1-.0475)=yield on NAV=  4.49%
                Less:  Distribution fee         (.75)
                                                 -----
             CLASS B YIELD ..........................       3.74%
                                                        =========

            TAX-EQUIVALENT YIELD:  CLASS A...........       7.09%
                                                        =========

                                   CLASS B...........       6.19%
                                                        =========


<TABLE>
<CAPTION>
                                                         PERFORMANCE CALCULATION

                                                         COLONIAL UTILITIES FUND - CLASS A

                                                            Fiscal Year End: 11/30/95


                      1 YEAR ENDING 11/30/95                5 YEARS ENDING 11/30/95           10 YEARS ENDING 11/30/95

                   Standard      Non-Standard            Standard       Non-Standard          Standard      Non-Standard
                  ----------  -------------------     -------------  -----------------      -----------     ------------
<S>              <C>             <C>                     <C>            <C>                   <C>           <C> 
Initial Inv.     $1,000.00       $1,000.00               $1,000.00      $1,000.00             $1,000.00     $1,000.00
Max. Load             4.75%                                   4.75%                                4.75%

Amt. Invested      $952.50       $1,000.00                 $952.50      $1,000.00               $952.50     $1,000.00
Initial NAV         $11.72          $11.72                  $10.09         $10.09                $12.36        $12.36
Initial Shares      81.271          85.324                  94.377         99.083                77.048        80.890

Shares From Dist.    4.168           4.374                  32.830         34.465                87.495        91.858
End of Period NAV   $14.37          $14.37                  $14.37         $14.37                $14.37        $14.37

Total Return         22.78%          28.90%                  82.80%         91.91%               136.45%       148.24%

Average Annual
 Total Return        22.78%          28.90%                  12.82%         13.93%                 8.99%         9.52%
</TABLE>



                                          PERFORMANCE CALCULATION

                                      COLONIAL UTILITIES FUND - CLASS B

                                        Fiscal Year End: 11/30/95

                                        Inception Date: 5/5/92


                                                            SINCE INCEPTION
                              1 YEAR ENDING 11/30/95       5/5/92 TO 11/30/95

                         Standard     Non-Standard    Standard    Non-Standard
                       ------------ --------------- ------------ -------------

Initial Inv.             $1,000.00    $1,000.00       $1,000.00    $1,000.00

Amt. Invested            $1,000.00    $1,000.00       $1,000.00    $1,000.00
Initial NAV                $11.72        $11.72          $12.31       $12.31
Initial Shares             85.324        85.324          81.235       81.235

Shares From Dist.           3.720         3.720          13.815       13.815
End of Period NAV          $14.37        $14.37          $14.37       $14.37

CDSC                         5.00%                         3.00%
Total Return                22.96%        27.96%          33.59%       36.59%

Average Annual
 Total Return               22.96%        27.96%           8.44%        9.11%



 
                     COLONIAL UTILITIES FUND
                       FUND YIELD CALCULATION
                     (CALENDAR MONTH-END METHOD)
                  30-DAY BASE PERIOD ENDED 11/30/95


                                    a-b        6
                     FUND YIELD = 2 ----- +1  -1
                                    c-d



       a = dividends and interest earned during
           the month ................................ $ 5,327,821

       b = expenses (exclusive of distribution fee)
            accrued during the month..................  1,249,259

       c = average dividend shares outstanding
           during the month .........................  85,462,150

       d = class A maximum offering price per share
           on the last day of the month .............      $15.09


             CLASS A YIELD ...........................       3.82%
                                                            ======
             Class A yield/(1-Load)
             ie: 3.82%/(1-.0475)=yield on NAV=   4.01%
                Less:  Distribution fee          (.75)
                                                  -----
             CLASS B YIELD ...........................       3.26%
                                                            ======





                                 PERFORMANCE CALCULATION

                        COLONIAL HIGH YIELD MUNICIPAL FUND - CLASS A

                               Fiscal Year End: 11/30/95

                                 Inception Date: 9/1/94



                         1 YEAR ENDING 11/30/95          INCEPTION TO DATE
                                                       9/1/94  TO  11/30/95
                 Standard      Non-Standard        Standard       Non-Standard
                  ------------  ------------------ ----------- ---------------

Initial Inv.     $1,000.00     $1,000.00          $1,000.00      $1,000.00
Max. Load            4.75%                            4.75%

Amt. Invested     $952.50      $1,000.00           $952.50       $1,000.00
Initial NAV         $9.33          $9.33             $9.80           $9.80
Initial Shares    102.090        107.181            97.194         102.041
 
Shares From Dist.   7.104          7.458             8.561           8.992
End of Period NAV  $10.23         $10.23            $10.23          $10.23

Total Return        11.71%         17.28%             8.19%          13.59%

Average Annual
 Total Return       11.71%         17.28%             6.50%          10.74%


                                    PERFORMANCE CALCULATION

                          COLONIAL HIGH YIELD MUNICIPAL FUND - CLASS B

                                   Fiscal Year End: 11/30/95

                                     Inception Date: 6/8/92


                       1 YEAR ENDING 11/30/95            6/8/92 TO 11/30/95

                   Standard      Non-Standard        Standard     Non-Standard
                    ------------  ---------------  ------------  -------------

Initial Inv.       $1,000.00      $1,000.00          $1,000.00     $1,000.00

Amt. Invested      $1,000.00      $1,000.00          $1,000.00     $1,000.00
Initial NAV            $9.33          $9.33             $10.00        $10.00
Initial Shares       107.181        107.181            100.000       100.000

Shares From Dist.      6.617          6.617             23.471        23.471
End of Period NAV     $10.23         $10.23             $10.23        $10.23

CDSC                    5.00%                             3.00%
Total Return           11.42%         16.42%             23.31%        26.31%

Average Annual
 Total Return          11.42%         16.42%              6.20%         6.94%



                   COLONIAL HIGH YIELD MUNICIPAL FUND
                       FUND YIELD CALCULATION
                     (CALENDAR MONTH-END METHOD)
                    30-DAY BASE PERIOD ENDED 11/30/95


                                    a-b       6
                     FUND YIELD = 2 ----- +1  -1
                                    c-d



       a = dividends and interest earned during
           the month ................................   $911,043

       b = expenses (exclusive of distribution fee)
            accrued during the month.................    247,545

       c = average dividend shares outstanding
           during the month ......................... 15,124,951

       d = class A maximum offering price per share
           on the last day of the month .............     $10.74


             CLASS A YIELD ..........................       4.95%
                                                           ======
             Class A yield/(1-Load)
             ie: 4.95%/(1-.0475)=yield on NAV=  5.20%
                Less:  Distribution fee         (.75)
                                                -----
             CLASS B YIELD ..........................       4.45%
                                                           ======

            TAX-EQUIVALENT YIELD:  CLASS A...........       8.20%
                                                           ======

                                   CLASS B...........       7.37%
                                                           ======



                                   PERFORMANCE  CALCULATION

                          COLONIAL  INTERMEDIATE  TAX-EXEMPT  FUND - CLASS A

                                 Fiscal Year End: 11/30/95

                                 Inception Date: 2/1/93


                                                          SINCE INCEPTION
                      1 YEAR ENDED 11/30/95             2/1/93 TO 11/30/95

                 Standard      Non-Standard          Standard     Non-Standard
                ------------   ------------        -----------    -----------

Initial Inv.   $1,000.00       $1,000.00           $1,000.00       $1,000.00
Max. Load           3.25%                               3.25%

Amt. Invested    $967.50       $1,000.00             $967.50        $1,000.00
Initial NAV        $7.21           $7.21               $7.50            $7.50
Initial Shares   134.189         138.696             129.000          133.333

Shares From Dis    6.999           7.234              19.068           19.705
End of Period NAV  $7.85           $7.85               $7.85            $7.85

Total Return       10.83%          14.56%              16.23%           20.14%

Average Annual
 Total Return      10.83%          14.56%               5.46%            6.70%


                             PERFORMANCE  CALCULATION

                        COLONIAL  INTERMEDIATE  TAX-EXEMPT  FUND - CLASS B

                              Fiscal Year End: 11/30/95

                              Inception Date: 2/1/93


                                                        SINCE INCEPTION
                1 YEAR ENDED 11/30/95                   2/1/93 TO 11/30/95

                Standard       Non-Standard          Standard    Non-Standard
                ------------ ----------------       ----------   ------------

Initial Inv.     $1,000.00    $1,000.00            $1,000.00       $1,000.00

Amt. Invested    $1,000.00    $1,000.00            $1,000.00       $1,000.00
Initial NAV          $7.21        $7.21                $7.50           $7.50
Initial Shares     138.696      138.696              133.333         133.333

Shares From Dist.    6.301        6.301               16.941          16.941
End of Period NAV    $7.85        $7.85                $7.85           $7.85

CDSC                  4.00%                             2.00%
Total Return          9.82%       13.82%               15.97%          17.97%

Average Annual
 Total Return         9.82%       13.82%                5.37%           6.01%




                       COLONIAL INTERMEDIATE TAX-EXEMPT FUND
                             FUND YIELD CALCULATION
                         (CALENDAR MONTH-END METHOD)
                         30-DAY BASE PERIOD ENDED 11/30/95


                                        a-       6
                        FUND YIELD = 2 ----- +1  -1
                                        c-d

                                                                ADJUSTED
                                                     YIELD       YIELD*
a = dividends and interest earned during          -----------    --------
    the month ...............................     $115,100        $115,100

b = expenses (exclusive of distribution fee)
    accrued during the month.................       14,013          29,580

c = average dividend shares outstanding
    during the month ........................    3,608,977       3,608,977

d = class A maximum offering price per share
    on the last day of the month ............        $8.11           $8.11


     CLASS A YIELD .........................          4.18%           3.53%
                                                     ========       ========
     Class A yield/(1-Load)
     ie: 4.18%/(1-.0325)=yield on NAV=  4.32%
     Less:  Distribution fee            (.65)
                                       ------
     CLASS B YIELD ..........................         3.67%           3.00%
                                                     ========       ========

    TAX-EQUIVALENT YIELD:  CLASS A............        6.92%
                                                     ========

                           CLASS B............        6.08%
                                                     ========
   *  Without voluntary expense limit.


                                PERFORMANCE  CALCULATION

                   COLONIAL  SHORT TERM TAX-EXEMPT  FUND - CLASS A

                               Fiscal Year End: 11/30/95

                               Inception Date: 2/1/93


                                                     SINCE INCEPTION
                 1 YEAR ENDED 11/30/95              2/1/93 TO 11/30/95

                Standard     Non-Standard       Standard   Non-Standard
               ----------- ----------------   ------------ ------------

Initial Inv.  $1,000.00      $1,000.00        $1,000.00     $1,000.00
Max. Load          1.00%                           1.00%

Amt. Invested   $990.00      $1,000.00          $990.00     $1,000.00
Initial NAV       $7.42          $7.42            $7.50         $7.50
Initial Shares  133.423        134.771          132.000       133.333

Shares From Dist. 5.242          5.294           12.653        12.782
End of Period NAV $7.53          $7.53            $7.53         $7.53

Total Return       4.41%          5.47%            8.92%        10.02%

Average Annual
 Total Return      4.41%          5.47%            3.07%         3.43%




                  COLONIAL SHORT TERM TAX-EXEMPT FUND
                        FUND YIELD CALCULATION
                      (CALENDAR MONTH-END METHOD)
                   30-DAY BASE PERIOD ENDED 11/30/95


                             a-b        6
             FUND YIELD = 2 ----- +1  -1
                             c-d
                                                                      ADJUSTED
                                                          YIELD        YIELD*
                                                       -----------   ---------
      a = dividends and interest earned during
          the month ...............................      $39,745       $39,745

      b = expenses accrued during the month .......        4,936        13,545

      c = average dividend shares outstanding
          during the month ........................    1,574,598     1,574,598

      d = maximum offering price per share
          on the last day of the month ............        $7.61         $7.61


                FUND YIELD ........................         3.51%         2.64%
                                                         ========      ========

                TAX-EQUIVALENT YIELD...............         5.81%
                                                         ========

      * Without voluntary expense limit




             POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes Truman S. Casner, Harold W. Cogger, Nancy
L. Conlin, Ellen Harrington, Peter L. Lydecker, Michael H. Koonce,
Peter MacDougall, Janet E. Shore, Richard A. Silver and Arthur O.
Stern individually, as my true and lawful attorney, with full power
to each of them to sign for me and in my name, any and all
registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the
Investment Company Act of 1940 with the Securities and Exchange
Commission for the purpose of complying with such registration
requirements in my capacity as a trustee or officer of certain mutual
funds, for which Colonial Investment Services, Inc. serves as
principal underwriter (Colonial Mutual Funds).  This Power of
Attorney authorizes the above individuals to sign my name and will
remain in full force and effect until specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an
exhibit to a registration statement or amendment to registration
statement, of any or all Colonial Mutual Funds, with the Securities
and Exchange Commission and I request that this Power of Attorney
then constitute authority to sign additional amendments and
registration statements by virtue of its incorporation by reference
into the registration statements and amendments for Colonial Mutual
Funds.

In witness, I have signed this Power of Attorney on this 16th day of
February, 1996.




ROBERT J. BIRNBAUM
- ------------------
Robert J. Birnbaum



              POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes Truman S. Casner, Harold W. Cogger, Nancy
L. Conlin, Ellen Harrington, Peter L. Lydecker, Michael H. Koonce,
Peter MacDougall, Janet E. Shore, Richard A. Silver and Arthur O.
Stern individually, as my true and lawful attorney, with full power
to each of them to sign for me and in my name, any and all
registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the
Investment Company Act of 1940 with the Securities and Exchange
Commission for the purpose of complying with such registration
requirements in my capacity as a trustee or officer of certain mutual
funds, for which Colonial Investment Services, Inc. serves as
principal underwriter (Colonial Mutual Funds).  This Power of
Attorney authorizes the above individuals to sign my name and will
remain in full force and effect until specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an
exhibit to a registration statement or amendment to registration
statement, of any or all Colonial Mutual Funds, with the Securities
and Exchange Commission and I request that this Power of Attorney
then constitute authority to sign additional amendments and
registration statements by virtue of its incorporation by reference
into the registration statements and amendments for Colonial Mutual
Funds.

In witness, I have signed this Power of Attorney on this 16th day of
February, 1996.




TOM BLEASDALE
- --------------
Tom Bleasdale



                POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes Truman S. Casner, Harold W. Cogger, Nancy
L. Conlin, Ellen Harrington, Peter L. Lydecker, Michael H. Koonce,
Peter MacDougall, Janet E. Shore, Richard A. Silver and Arthur O.
Stern individually, as my true and lawful attorney, with full power
to each of them to sign for me and in my name, any and all
registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the
Investment Company Act of 1940 with the Securities and Exchange
Commission for the purpose of complying with such registration
requirements in my capacity as a trustee or officer of certain mutual
funds, for which Colonial Investment Services, Inc. serves as
principal underwriter (Colonial Mutual Funds).  This Power of
Attorney authorizes the above individuals to sign my name and will
remain in full force and effect until specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an
exhibit to a registration statement or amendment to registration
statement, of any or all Colonial Mutual Funds, with the Securities
and Exchange Commission and I request that this Power of Attorney
then constitute authority to sign additional amendments and
registration statements by virtue of its incorporation by reference
into the registration statements and amendments for Colonial Mutual
Funds.

In witness, I have signed this Power of Attorney on this 16th day of
February, 1996.




JAMES E. GRINNELL
- -----------------
James E. Grinnell



                 POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes Truman S. Casner, Harold W. Cogger, Nancy
L. Conlin, Ellen Harrington, Peter L. Lydecker, Michael H. Koonce,
Peter MacDougall, Janet E. Shore, Richard A. Silver and Arthur O.
Stern individually, as my true and lawful attorney, with full power
to each of them to sign for me and in my name, any and all
registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the
Investment Company Act of 1940 with the Securities and Exchange
Commission for the purpose of complying with such registration
requirements in my capacity as a trustee or officer of certain mutual
funds, for which Colonial Investment Services, Inc. serves as
principal underwriter (Colonial Mutual Funds).  This Power of
Attorney authorizes the above individuals to sign my name and will
remain in full force and effect until specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an
exhibit to a registration statement or amendment to registration
statement, of any or all Colonial Mutual Funds, with the Securities
and Exchange Commission and I request that this Power of Attorney
then constitute authority to sign additional amendments and
registration statements by virtue of its incorporation by reference
into the registration statements and amendments for Colonial Mutual
Funds.

In witness, I have signed this Power of Attorney on this 16th day of
February, 1996.



WILLIAM D. IRELAND, JR.
- -----------------------
William D. Ireland, Jr.



                POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes Truman S. Casner, Harold W. Cogger, Nancy
L. Conlin, Ellen Harrington, Peter L. Lydecker, Michael H. Koonce,
Peter MacDougall, Janet E. Shore, Richard A. Silver and Arthur O.
Stern individually, as my true and lawful attorney, with full power
to each of them to sign for me and in my name, any and all
registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the
Investment Company Act of 1940 with the Securities and Exchange
Commission for the purpose of complying with such registration
requirements in my capacity as a trustee or officer of certain mutual
funds, for which Colonial Investment Services, Inc. serves as
principal underwriter (Colonial Mutual Funds).  This Power of
Attorney authorizes the above individuals to sign my name and will
remain in full force and effect until specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an
exhibit to a registration statement or amendment to registration
statement, of any or all Colonial Mutual Funds, with the Securities
and Exchange Commission and I request that this Power of Attorney
then constitute authority to sign additional amendments and
registration statements by virtue of its incorporation by reference
into the registration statements and amendments for Colonial Mutual
Funds.

In witness, I have signed this Power of Attorney on this 16th day of
February, 1996.




RICHARD W. LOWRY
- -----------------
Richard W. Lowry



                     POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes Truman S. Casner, Harold W. Cogger, Nancy
L. Conlin, Ellen Harrington, Peter L. Lydecker, Michael H. Koonce,
Peter MacDougall, Janet E. Shore, Richard A. Silver and Arthur O.
Stern individually, as my true and lawful attorney, with full power
to each of them to sign for me and in my name, any and all
registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the
Investment Company Act of 1940 with the Securities and Exchange
Commission for the purpose of complying with such registration
requirements in my capacity as a trustee or officer of certain mutual
funds, for which Colonial Investment Services, Inc. serves as
principal underwriter (Colonial Mutual Funds).  This Power of
Attorney authorizes the above individuals to sign my name and will
remain in full force and effect until specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an
exhibit to a registration statement or amendment to registration
statement, of any or all Colonial Mutual Funds, with the Securities
and Exchange Commission and I request that this Power of Attorney
then constitute authority to sign additional amendments and
registration statements by virtue of its incorporation by reference
into the registration statements and amendments for Colonial Mutual
Funds.

In witness, I have signed this Power of Attorney on this 16th day of
February, 1996.



WILLIAM E. MAYER
- ----------------
William E. Mayer



                 POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes Truman S. Casner, Harold W. Cogger, Nancy
L. Conlin, Ellen Harrington, Peter L. Lydecker, Michael H. Koonce,
Peter MacDougall, Janet E. Shore, Richard A. Silver and Arthur O.
Stern individually, as my true and lawful attorney, with full power
to each of them to sign for me and in my name, any and all
registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the
Investment Company Act of 1940 with the Securities and Exchange
Commission for the purpose of complying with such registration
requirements in my capacity as a trustee or officer of certain mutual
funds, for which Colonial Investment Services, Inc. serves as
principal underwriter (Colonial Mutual Funds).  This Power of
Attorney authorizes the above individuals to sign my name and will
remain in full force and effect until specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an
exhibit to a registration statement or amendment to registration
statement, of any or all Colonial Mutual Funds, with the Securities
and Exchange Commission and I request that this Power of Attorney
then constitute authority to sign additional amendments and
registration statements by virtue of its incorporation by reference
into the registration statements and amendments for Colonial Mutual
Funds.

In witness, I have signed this Power of Attorney on this 16th day of
February, 1996.



JAMES L. MOODY, JR.
- -------------------
James L. Moody, Jr.



                   POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes Truman S. Casner, Harold W. Cogger, Nancy
L. Conlin, Ellen Harrington, Peter L. Lydecker, Michael H. Koonce,
Peter MacDougall, Janet E. Shore, Richard A. Silver and Arthur O.
Stern individually, as my true and lawful attorney, with full power
to each of them to sign for me and in my name, any and all
registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the
Investment Company Act of 1940 with the Securities and Exchange
Commission for the purpose of complying with such registration
requirements in my capacity as a trustee or officer of certain mutual
funds, for which Colonial Investment Services, Inc. serves as
principal underwriter (Colonial Mutual Funds).  This Power of
Attorney authorizes the above individuals to sign my name and will
remain in full force and effect until specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an
exhibit to a registration statement or amendment to registration
statement, of any or all Colonial Mutual Funds, with the Securities
and Exchange Commission and I request that this Power of Attorney
then constitute authority to sign additional amendments and
registration statements by virtue of its incorporation by reference
into the registration statements and amendments for Colonial Mutual
Funds.

In witness, I have signed this Power of Attorney on this 16th day of
February, 1996.


JOHN J. NEUHAUSER
- -----------------
John J. Neuhauser



                 POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes Truman S. Casner, Harold W. Cogger, Nancy
L. Conlin, Ellen Harrington, Peter L. Lydecker, Michael H. Koonce,
Peter MacDougall, Janet E. Shore, Richard A. Silver and Arthur O.
Stern individually, as my true and lawful attorney, with full power
to each of them to sign for me and in my name, any and all
registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the
Investment Company Act of 1940 with the Securities and Exchange
Commission for the purpose of complying with such registration
requirements in my capacity as a trustee or officer of certain mutual
funds, for which Colonial Investment Services, Inc. serves as
principal underwriter (Colonial Mutual Funds).  This Power of
Attorney authorizes the above individuals to sign my name and will
remain in full force and effect until specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an
exhibit to a registration statement or amendment to registration
statement, of any or all Colonial Mutual Funds, with the Securities
and Exchange Commission and I request that this Power of Attorney
then constitute authority to sign additional amendments and
registration statements by virtue of its incorporation by reference
into the registration statements and amendments for Colonial Mutual
Funds.

In witness, I have signed this Power of Attorney on this 16th day of
February, 1996.



GEORGE L. SHINN
- ---------------
George L. Shinn



               POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes Truman S. Casner, Harold W. Cogger, Nancy
L. Conlin, Ellen Harrington, Peter L. Lydecker, Michael H. Koonce,
Peter MacDougall, Janet E. Shore, Richard A. Silver and Arthur O.
Stern individually, as my true and lawful attorney, with full power
to each of them to sign for me and in my name, any and all
registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the
Investment Company Act of 1940 with the Securities and Exchange
Commission for the purpose of complying with such registration
requirements in my capacity as a trustee or officer of certain mutual
funds, for which Colonial Investment Services, Inc. serves as
principal underwriter (Colonial Mutual Funds).  This Power of
Attorney authorizes the above individuals to sign my name and will
remain in full force and effect until specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an
exhibit to a registration statement or amendment to registration
statement, of any or all Colonial Mutual Funds, with the Securities
and Exchange Commission and I request that this Power of Attorney
then constitute authority to sign additional amendments and
registration statements by virtue of its incorporation by reference
into the registration statements and amendments for Colonial Mutual
Funds.

In witness, I have signed this Power of Attorney on this 16th day of
February, 1996.



ROBERT L. SULLIVAN
- ------------------
Robert L. Sullivan



                 POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes Truman S. Casner, Harold W. Cogger, Nancy
L. Conlin, Ellen Harrington, Peter L. Lydecker, Michael H. Koonce,
Peter MacDougall, Janet E. Shore, Richard A. Silver and Arthur O.
Stern individually, as my true and lawful attorney, with full power
to each of them to sign for me and in my name, any and all
registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the
Investment Company Act of 1940 with the Securities and Exchange
Commission for the purpose of complying with such registration
requirements in my capacity as a trustee or officer of certain mutual
funds, for which Colonial Investment Services, Inc. serves as
principal underwriter (Colonial Mutual Funds).  This Power of
Attorney authorizes the above individuals to sign my name and will
remain in full force and effect until specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an
exhibit to a registration statement or amendment to registration
statement, of any or all Colonial Mutual Funds, with the Securities
and Exchange Commission and I request that this Power of Attorney
then constitute authority to sign additional amendments and
registration statements by virtue of its incorporation by reference
into the registration statements and amendments for Colonial Mutual
Funds.

In witness, I have signed this Power of Attorney on this 16th day of
February, 1996.



SINCLAIR WEEKS, JR.
- -------------------
Sinclair Weeks, Jr.



              POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes Truman S. Casner, Harold W. Cogger, Nancy
L. Conlin, Ellen Harrington, Peter L. Lydecker, Michael H. Koonce,
Peter MacDougall, Janet E. Shore, Richard A. Silver and Arthur O.
Stern individually, as my true and lawful attorney, with full power
to each of them to sign for me and in my name, any and all
registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the
Investment Company Act of 1940 with the Securities and Exchange
Commission for the purpose of complying with such registration
requirements in my capacity as a trustee or officer of certain mutual
funds, for which Colonial Investment Services, Inc. serves as
principal underwriter (Colonial Mutual Funds).  This Power of
Attorney authorizes the above individuals to sign my name and will
remain in full force and effect until specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an
exhibit to a registration statement or amendment to registration
statement, of any or all Colonial Mutual Funds, with the Securities
and Exchange Commission and I request that this Power of Attorney
then constitute authority to sign additional amendments and
registration statements by virtue of its incorporation by reference
into the registration statements and amendments for Colonial Mutual
Funds.

In witness, I have signed this Power of Attorney on this 16th day of
February, 1996.


LORA S. COLLINS
- ----------------
Lora S. Collins



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS OF COLONIAL INTERMEDIATE TAX-EXEMPT FUND, CLASS A YEAR END
NOV-30-1995 AND IS QUALIFIED INITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS OF COLONIAL INTERMEDIATE TAX-EXEMPT FUND, CLASS A YEAR END
NOV-30-1995
</LEGEND>
<CIK> 0000276716
<NAME> COLONIAL TRUST IV
<SERIES>
   <NUMBER> 6
   <NAME> COLONIAL INTERMEDIATE TAX-XEMPT FUND, CLASS A
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          NOV-30-1995
<PERIOD-END>                               NOV-30-1995
<INVESTMENTS-AT-COST>                            28264
<INVESTMENTS-AT-VALUE>                           29487
<RECEIVABLES>                                      433
<ASSETS-OTHER>                                      62
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   29982
<PAYABLE-FOR-SECURITIES>                          1561
<SENIOR-LONG-TERM-DEBT>                            264
<OTHER-ITEMS-LIABILITIES>                           20
<TOTAL-LIABILITIES>                               1845
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         27773
<SHARES-COMMON-STOCK>                             1697
<SHARES-COMMON-PRIOR>                             2329
<ACCUMULATED-NII-CURRENT>                           26
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (824)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          1162
<NET-ASSETS>                                     28137
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 1532
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     197
<NET-INVESTMENT-INCOME>                           1335
<REALIZED-GAINS-CURRENT>                         (557)
<APPREC-INCREASE-CURRENT>                         3026
<NET-CHANGE-FROM-OPS>                             3804
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         1363
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            524
<NUMBER-OF-SHARES-REDEEMED>                       1219
<SHARES-REINVESTED>                                 63
<NET-CHANGE-IN-ASSETS>                          (2792)
<ACCUMULATED-NII-PRIOR>                             33
<ACCUMULATED-GAINS-PRIOR>                        (266)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              157
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    470
<AVERAGE-NET-ASSETS>                             13774
<PER-SHARE-NAV-BEGIN>                             7.21
<PER-SHARE-NII>                                  0.387
<PER-SHARE-GAIN-APPREC>                          0.641
<PER-SHARE-DIVIDEND>                             0.388
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.85
<EXPENSE-RATIO>                                   0.36
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS OF COLONIAL INTERMEDIATE TAX-EXEMPT FUND, CLASS B YEAR END
NOV-30-1995 AND IS QUALFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS OF COLONIAL INTERMEDIATE TAX-EXEMPT FUND, CLASS B YEAR END
NOV-30-1995
</LEGEND>
<CIK> 0000276716
<NAME> COLONIAL TRUST IV
<SERIES>
   <NUMBER> 6
   <NAME> COLONIAL INTERMEDIATE TAX-EXEMPT FUND, CLASS B
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          NOV-30-1995
<PERIOD-END>                               NOV-30-1995
<INVESTMENTS-AT-COST>                            28264
<INVESTMENTS-AT-VALUE>                           29487
<RECEIVABLES>                                      433
<ASSETS-OTHER>                                      62
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   29982
<PAYABLE-FOR-SECURITIES>                          1561
<SENIOR-LONG-TERM-DEBT>                            264
<OTHER-ITEMS-LIABILITIES>                           20
<TOTAL-LIABILITIES>                               1845
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         27773
<SHARES-COMMON-STOCK>                             1888
<SHARES-COMMON-PRIOR>                             1961
<ACCUMULATED-NII-CURRENT>                           26
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (824)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          1162
<NET-ASSETS>                                     28137
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 1532
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     197
<NET-INVESTMENT-INCOME>                           1335
<REALIZED-GAINS-CURRENT>                         (557)
<APPREC-INCREASE-CURRENT>                         3026
<NET-CHANGE-FROM-OPS>                             3804
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         1363
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            273
<NUMBER-OF-SHARES-REDEEMED>                        405
<SHARES-REINVESTED>                                 59
<NET-CHANGE-IN-ASSETS>                          (2792)
<ACCUMULATED-NII-PRIOR>                             33
<ACCUMULATED-GAINS-PRIOR>                        (266)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              157
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    470
<AVERAGE-NET-ASSETS>                             14678
<PER-SHARE-NAV-BEGIN>                             7.21
<PER-SHARE-NII>                                  0.338
<PER-SHARE-GAIN-APPREC>                          0.641
<PER-SHARE-DIVIDEND>                             0.339
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.85
<EXPENSE-RATIO>                                   1.01
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS OF COLONIAL SHORT TERM TAX-EXEMPT FUND YEAR END 11-30-1994 AND IS
QUALIFIED AND IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS OF
COLONIAL SHORT TERM TAX-EXEMPT FUND YEAR END 11-30-1994.
</LEGEND>
<CIK> 0000276716
<NAME> COLONIAL TRUST IV
<SERIES>
   <NUMBER> 7
   <NAME> COLONIAL SHORT TERM TAX-EXEMPT FUND, CLASS A
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          NOV-30-1994
<PERIOD-END>                               NOV-30-1994
<INVESTMENTS-AT-COST>                            12834
<INVESTMENTS-AT-VALUE>                           12651
<RECEIVABLES>                                      223
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                              2219
<TOTAL-ASSETS>                                   15093
<PAYABLE-FOR-SECURITIES>                          1237
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           93
<TOTAL-LIABILITIES>                               1330
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         13943
<SHARES-COMMON-STOCK>                             1854
<SHARES-COMMON-PRIOR>                              659
<ACCUMULATED-NII-CURRENT>                           24
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           (21)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (183)
<NET-ASSETS>                                     13763
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  438
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                      63
<NET-INVESTMENT-INCOME>                            375
<REALIZED-GAINS-CURRENT>                          (20)
<APPREC-INCREASE-CURRENT>                        (190)
<NET-CHANGE-FROM-OPS>                              165
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          372
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           3954
<NUMBER-OF-SHARES-REDEEMED>                       2798
<SHARES-REINVESTED>                                 39
<NET-CHANGE-IN-ASSETS>                            8802
<ACCUMULATED-NII-PRIOR>                             12
<ACCUMULATED-GAINS-PRIOR>                          (1)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               63
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    171
<AVERAGE-NET-ASSETS>                             12644
<PER-SHARE-NAV-BEGIN>                            7.530
<PER-SHARE-NII>                                  0.215
<PER-SHARE-GAIN-APPREC>                        (0.105)
<PER-SHARE-DIVIDEND>                             0.220
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              7.420
<EXPENSE-RATIO>                                   0.50
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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