COLONIAL TRUST IV, 485APOS, 1999-01-29

COLONIAL TRUST IV
485APOS, 1999-01-29

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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 1933 [ X ]

Pre Effective Amendment No. [ ]
Post Effective Amendment No. 52 [ X ]
-----

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

Amendment No. 50 [ 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 Service: Copy to:
- -------------------------------------- --------

Nancy L. Conlin, 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).
[ ] on (date) pursuant to paragraph (b).
[ X ] 60 days after filing pursuant to paragraph (a)(1).
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485.
[ ] 75 days after filing pursuant to paragraph (a)(2).
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

COLONIAL TRUST IV
-----------------

Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------

Colonial Tax-Exempt Fund
------------------------

Colonial Tax-Exempt Insured Fund
--------------------------------

Colonial Intermediate Tax-Exempt Fund
-------------------------------------

Classes A, B, C
---------------

Item Number of Form N-1A Prospectus Location or Caption
- ------------------------ ------------------------------

<TABLE>
<CAPTION>
Part A
- ------

<S> <C>
1. Front Cover Page; Back Cover Page

2. The Funds; Other Investment Strategies and Risks

3. The Funds

4. The Funds

5. Not Applicable

6. Front Cover Page; Managing the Funds; Your Account

7. Your Account

8. The Funds; Your Account

9. Financial Highlights
</TABLE>

<PAGE>

COLONIAL TAX EXEMPT FUNDS Prospectus, March 30, 1999

o COLONIAL TAX-EXEMPT FUND

o COLONIAL TAX-EXEMPT INSURED FUND

o COLONIAL INTERMEDIATE TAX-EXEMPT FUND

Advised by Colonial Management Associates, Inc.

Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved any shares offered in this
prospectus or determined whether this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

- -----------------------------------------
NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
- -----------------------------------------

- --------------------------------------------------------------------------------
TABLE OF CONTENTS

THE FUNDS
- --------------------------------------------------------------------------------
Each of these sections discusses the following topics: Investment Goals, Primary
Investment Strategies, Primary Investment Risks, Performance History and Your
Expenses

Colonial Tax-Exempt Fund.................

Colonial Tax-Exempt Insured Fund.........

Colonial Intermediate Tax-Exempt Fund....

YOUR ACCOUNT
- --------------------------------------------------------------------------------

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

Sales Charges............................

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

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

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

Other Information About Your Account.....

MANAGING THE FUNDS
- --------------------------------------------------------------------------------

Investment Advisor.......................

Portfolio Managers.......................

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

Hedging Strategies.......................

Zero Coupon Bonds........................

Alternative Minimum Tax..................

Temporary Defensive Strategies...........

Eligibility for National Credit Unions
and Federal Banks........................

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

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Colonial Tax-Exempt Fund.................

Colonial Tax-Exepmt Insured Fund

Colonial Intermediated Tax-Exempt Fund..........

<PAGE>

THE FUNDS Colonial Tax-Exempt Fund

[begin sidebar text]
UNDERSTANDING TAX-EXEMPT BONDS

Tax-Exempt Bonds are issued by state and local governments for various public
purposes. The interest on tax-exempt bonds is not subject to federal income
taxes. As a result, the yields on tax-exempt securities are generally lower than
the yields on taxable bonds with similar maturities. Tax-exempt bond funds may
be appropriate for investors in high tax brackets who seek current income that
is free from federal tax.
[end sidebar text]

INVESTMENT GOALS
- --------------------------------------------------------------------------------
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
opportunties for long-term appreciation.

The Fund may invest up to 35% of its assets in any combination of the following:
(i) bonds rated below investment grade by a national rating agency and (ii)
bonds that are not rated (the Fund's total investments in unrated bonds may not
exceed 25%).

PRIMARY INVESTMENT RISKS
- --------------------------------------------------------------------------------
The following are the primary risks of investing in the Fund:

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

Structure risk is the risk that an event will occur (such as a security being
prepaid or called) that alters the security's cash flows. Prepayment risk is a
particular type of structure risk that is present in the Fund because of its
investments in asset-backed securities, which are interests in pools of debt
securities. Prepayment risk is the possibility that asset-backed securities may
be prepaid if the underlying debt securities are prepaid. In an environment of
declining interest rates, asset-backed securities may offer less potential for
gain than other debt securities. During periods of rising interest rates,
asset-backed securities have a high risk of declining in price because the
declining prepayment rates effectively increase the maturity of the securities.
In addition, the potential impact of prepayment on the price of an asset-backed
security may be difficult to predict and result in greater volatility.

Issuer risk is the possibility that changes in the financial condition of the
issuer of a security, changes in general economic conditions, or changes in
economic conditions that affect the issuer's industry may impact the issuer's
ability to make timely payment of interest or principal. This could result in
decreases in the price of the security.

Tax-Exempt Bonds are subject to special risks. Changes in tax laws or adverse
determinations by the Internal Revenue Service may make the income from some of
these bonds taxable. Also, bonds that are backed by the issuer's taxing
authority (known as general obligations) may depend for payment on legislative
appropriation and/or aid from other governments. These bonds may be vulnerable
to legal limits on a government's power to raise revenue or increase taxes.
There are other tax-exempt bonds that are payable from revenues earned by a
particular project or other revenue source (known as special revenue
obligations). These bonds are subject to greater risk of default than general
obligations because investors can only look to the revenue generated by the
project or private company, rather than to the credit of the state or local
government issuer of the bonds.

---
2

<PAGE>

Because of these risks, the Fund may not achieve its investment goal and
investors could lose money.

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

<PAGE>

THE FUNDS Colonial Tax-Exempt Fund

[begin sidebar text]
UNDERSTANDING PERFORMANCE

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

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

The Fund's returns are compared to the __
[end sidebar text]

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

Calendar-Year Total Returns (Class A)

<TABLE>
<S> <C>
The Fund's year-to-date total return through Best quarter: 1st quarter 1995, +3.48%

September 30, 1998 was +5.33% Worst quarter: 2nd quarter 1994, -0.30%
</TABLE>

Average Annual Total Returns -- for periods ended December 31, 1997
<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A (%)
- -------------------------------------------------------------------------------
Class B (%)
- -------------------------------------------------------------------------------
Class C (%)
- -------------------------------------------------------------------------------
Lehman Index (%)
- -------------------------------------------------------------------------------
Lipper Average (%)
</TABLE>

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

---
4

<PAGE>

THE FUNDS Colonial Tax-Exempt Fund

[begin sidebar text]

UNDERSTANDING EXPENSES

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

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

Example Expenses helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain
the same

o No expense reductions in effect
[end sidebar text]

YOUR EXPENSES
- --------------------------------------------------------------------------------
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund. These tables do not take into account any
expense reduction arrangements, and therefore may not reflect the actual
expenses of the Fund.

Shareholder Fees(1)(2) (paid directly from your investment)

<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price)
- ---------------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering
price)
</TABLE>

Annual Fund Operating Expenses (deducted directly from the Fund)

<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Management fee(4) (%)
- ---------------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%)
- ---------------------------------------------------------------------------------------
Other expenses(4) (%)
- ---------------------------------------------------------------------------------------
Total annual fund operating expenses(4) (%)
</TABLE>

Example Expenses (your actual costs may be higher or lower)

<TABLE>
<CAPTION>
Class 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class A
- ---------------------------------------------------------------------------------------
Class B: did not sell your shares
sold all your shares at
the end of the period
- ---------------------------------------------------------------------------------------
Class C: did not sell your shares
sold all your shares at
the end of the period
</TABLE>

(1) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.
(2) There is a $7.50 charge for wiring sale proceeds to your
bank.
(3) This charge applies only to purchases of
$1 million to $5 million if shares are redeemed within 18 months after
purchase.
(4) The Fund's advisor voluntarily waived advisory fees and reimbursed the Fund
for certain expenses. As a result, the actual management fees were 0.50%,
other expenses were 0.20% and total annual fund operating expenses were
0.95% (Class A), 1.45% (Class B) and 1.00% (Class C). This arrangement may
be terminated by the advisor at any time.

---
5

<PAGE>

THE FUNDS Colonial Tax-Exempt Insured Fund

[begin sidebar text]

UNDERSTANDING TAX-EXEMPT BONDS

UNDERSTANDING TAX-EXEMPT INSURANCE

The insurance feature of the Fund's tax-exempt bonds helps to reduce certain
financial risks. The insurance may take any of the following forms: (i) the
issuer of the bond obtains the insurance at the time the bond is issued; (ii)
the Fund buys uninsured tax-exempt bonds and simultaneously insures these
specific bonds until their maturity date; and (iii) the Fund buys an insurance
policy to guarantee specific bonds only while the Fund holds the bonds.
[end sidebar text]

PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
Under normal market conditions, the Fund invests at least 65% of its assets in
investment-grade (which means that they are rated at least BBB (or equivalent)
by a nationally recognized rating agency) tax-exempt bonds that are fully
insured as to the payment of interest and principal. The advisor currently
anticipates that most of the insured bonds purchased by the Fund will have the
highest credit rating. As an alternative to purchasing insured bonds, the
advisor may purchase uninsured bonds and simultaneously purchase insurance for
these bonds.

The remaining 35% of the Fund's assets may be invested in uninsured tax-exempt
bonds that are rated investment grade. Not more than 20% of the Fund's uninsured
bonds may be rated BBB (or equivalent).

The advisor may purchase bonds of any maturity.

PRIMARY INVESTMENT RISKS
- --------------------------------------------------------------------------------
The following are the primary risks of investing in the Fund:

---
6

<PAGE>

other governments. These bonds may be vulnerable to legal limits on a
government's power to raise revenue or increase taxes. There are other
tax-exempt bonds that are payable from revenues earned by a particular project
or other revenue source (known as special revenue obligations). These bonds are
subject to greater risk of default than general obligations because investors
can only look to the revenue generated by the project or private company, rather
than to the credit of the state or local government issuer of the bonds.

While insurance reduces credit risk by insuring that the Fund will receive
payment of principal and interest, it does not protect against fluctutions in
the value of the Fund's shares caused by changes in interest rates or other
factors. Also, insurance premiums, which are paid from the Fund's assets, reduce
the Fund's yield. The insurance companies from which the Fund obtains insurance
for uninsured bonds are typically rated AAA (or equivalent) but may also have a
lower rating.

Because of these risks, the Fund may not achieve its investment goal and
investors could lose money.

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

---
7

<PAGE>

THE FUNDS Colonial Tax-Exempt Insured Fund

[begin sidebar text]

UNDERSTANDING PERFORMANCE

The Fund's returns are compared to the __
[end sidebar text]

Calendar-Year Total Returns (Class A)
<plot points to come>

Best quarter:

Worst quarter:

Average Annual Total Returns -- for periods ended December 31, 1997

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A (%)
- --------------------------------------------------------------------------------------
Class B (%)
- --------------------------------------------------------------------------------------
Class C (%)
- --------------------------------------------------------------------------------------
Lehman Index (%)
- --------------------------------------------------------------------------------------
Lipper Average (%)
</TABLE>

---
8

<PAGE>

THE FUNDS Colonial Tax-Exempt Insured Fund

[begin sidebar text]

UNDERSTANDING EXPENSES

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

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

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain
the same

o No expense reductions in effect
[end sidebar text]

Shareholder Fees(1)(2) (paid directly from your investment)

Annual Fund Operating Expenses (deducted directly from the Fund)

<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Management fee (%)
- ---------------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%)
- ---------------------------------------------------------------------------------------
Other expenses (%)
- ---------------------------------------------------------------------------------------
Total annual fund operating expenses (%)
</TABLE>

Example Expenses (your actual costs may be higher or lower)

<TABLE>
<CAPTION>
Class 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class A
---------------------------------------------------------------------------------------
Class B: did not sell your shares
sold all your shares at
the end of the period
---------------------------------------------------------------------------------------
Class C: did not sell your shares
sold all your shares at
the end of the period
</TABLE>

(1) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent. (2) There is a $7.50 charge for wiring sale proceeds to
your bank.
(3) This charge applies only to purchases of $1 million to $5 million if shares
are redeemed within 18 months after purchase.
(4) The Fund's distributor voluntarily waived a portion of the Fund's Class C
12b-1 distribution fee. As a result, the actual distribution and service
(12b-1) fees were 1.00% and total annual fund operating expenses were 1.72%.

---
9

<PAGE>

THE FUNDS Colonial Intermediate Tax-Exempt Fund

[begin sidebar text]

UNDERSTANDING TAX-EXEMPT BONDS

INVESTMENT GOALS
- --------------------------------------------------------------------------------
The 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 opportunties for long-term appreciation.

PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
Under normal market conditions, the Fund invests primarily in tax-exempt bonds
that are investment grade. An investment grade bond is rated at least BBB (or
equivalent) by a nationally recognized rating agency or if it is unrated it is
determined by the advisor to be of comparable quality. The Fund may invest up to
25% of its assets in unrated bonds.

The advisor pursues the Fund's goal of moderate volatility by maintaining a
weighted average maturity range of 3 to 10 years.

PRIMARY INVESTMENT RISKS
- --------------------------------------------------------------------------------
The following are the primary risks of investing in the Fund:

---
10

<PAGE>

because investors can only look to the revenue generated by the
project or private company, rather than to the credit of the state or local
government issuer of the bonds.

Because of these risks, the Fund may not achieve its investment goal and
investors could lose money.

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

<PAGE>

THE FUNDS Colonial Intermediate Tax-Exempt Fund

[begin sidebar text]

UNDERSTANDING PERFORMANCE

The Fund's returns are compared to the__
[end sidebar text]

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

Calendar-Year Total Returns (Class A)

Best quarter: 2nd quarter 1995, +6.84%

Worst quarter: 1st quarter 1994, -4.46%

Average Annual Total Returns -- for periods ended December 31, 1997

<TABLE>
<CAPTION>
Since Inception
1 Year 5 Years February 1, 1993
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A (%)
- --------------------------------------------------------------------------------------
Class B (%)
- --------------------------------------------------------------------------------------
Class C (%)
- --------------------------------------------------------------------------------------
Lehman Index (%)
- --------------------------------------------------------------------------------------
Lipper Average (%)
</TABLE>

---
12

<PAGE>

THE FUNDS Colonial Intermediate Tax-Exempt Fund

[begin sidebar text]

UNDERSTANDING EXPENSES

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

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

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain the same

o No expense reductions in effect
[end sidebar text]

Shareholder Fees(1)(2) (paid directly from your investment)

Annual Fund Operating Expenses (deducted directly from the Fund)

<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Management fee (%)(4)
- ---------------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%)
- ---------------------------------------------------------------------------------------
Other expenses (%)(4)
- ---------------------------------------------------------------------------------------
Total annual fund operating expenses (%)(4)
</TABLE>

Example Expenses (your actual costs may be higher or lower)

Class 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>

Class A
- ---------------------------------------------------------------------------------------
Class B: did not sell your shares
sold all your shares at
the end of the period
- ---------------------------------------------------------------------------------------
Class C: did not sell your shares
sold all your shares at
the end of the period
</TABLE>

(1) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.
(2) There is a $7.50 charge for wiring sale proceeds to your bank.
(3) This charge applies only to purchases of $1 million to $5 million if shares
are redeemed within 18 months after purchase.
(4) The Fund's distributor voluntarily waived a portion of the Fund's Class C
12b-1 distribution fee. As a result, the acutual distribution and service
(12b-1) fees were 0.85% and total annual fund operating expenses were 1.74%.

---
13

<PAGE>

Your Account

[begin sidebar text]

Investment Minimums(1)

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

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

Outlined below are various ways you can purchase shares:

<TABLE>
<CAPTION>
Method Instructions

<S> <C>
Through your Your financial advisor can help you establish your account and
financial advisor buy Fund shares on your behalf.
- ---------------------------------------------------------------------------------------
By check For new accounts, send a completed application and check made
(new account) payable to the Fund to the transfer agent, Liberty Funds
Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
- ---------------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional
(existing account) investment stub included in your quarterly statement, or send a
letter of instruction including your Fund name and account
number with a check made payable to the Fund to Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- ---------------------------------------------------------------------------------------
By exchange You may purchase shares by exchanging from an
existing fund into the same share class of another fund at
no additional cost. To exchange by telephone, call
1-800-422-3737.
- ---------------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank account
to your fund account. To wire funds to your fund account, call
1-800-422-3737 to obtain a control number and the wiring
instructions.
- ---------------------------------------------------------------------------------------
By electronic You may purchase shares by electronically transferring money
funds transfer from your bank account to your fund account by calling
(EFT) Your money may take up to two business days to
1-800-422-3737. arrive. You must set up this feature prior to your telephone
request. Be sure to complete the appropriate section of the
application.
- ---------------------------------------------------------------------------------------
Automatic You can make monthly or quarterly investments automatically
investment plan from your bank account to your fund account. You can select a
pre-authorized amount to be sent via electronic funds transfer
(EFT). Be sure to complete the appropriate section of the
application for this feature.
- ---------------------------------------------------------------------------------------
By dividend Dividends distributed by one fund can be automatically invested
diversification into the same class of shares of another fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>

(1) Each Fund reserves the right to change the investment minimums. Each Fund
also reserves the right to refuse a purchase order for any reason, including
if it believes that doing so would be in the best interest of the Fund and
its shareholders.

---
14

<PAGE>

Your Account

[begin sidebar text]

CHOOSING A SHARE CLASS

Each Fund offers three classes of shares in this prospectus -- Class A, B and C.
Each share class has its own sales charge and expense structure. Determining
which share class is best for you depends on the dollar amount you are investing
and the number of years for which you are willing to invest. Purchases of more
than $250,000 but less than $1 million can only be made in Class A or Class C
shares. Purchases of $1 million or more are automatically invested in Class A
shares. Based on your personal situation, your investment advisor can help you
decide which class of shares makes the most sense for you.
[end sidebar text]

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

Class A shares Your purchases of Class A shares generally are at the Public
Offering Price (POP). This price includes a sales charge that is based on the
amount of your initial investment when you open your account. The sales charge
you pay on additional investments is based on the total amount of your purchase
and the current value of your account. The amount of the sales charge differs
depending on the amount you invest as shown in the tables below. The tables
below also show the commission paid to the financial advisor firm on sales of
Class A shares.

Colonial Tax-Exempt Fund and Colonial Tax-Exempt Insured Fund

<TABLE>
<CAPTION>
% of
offering
As a % of price
the Public As a % retained by
Offering of your financial
Amount of Purchase Price (POP) investment advisor firm
<S> <C> <C> <C>
Less than $50,000 4.75 4.99 4.25
- ---------------------------------------------------------------------------------------
$ 50,000 to less than $100,000 4.50 4.71 4.00
- ---------------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 3.00
- ---------------------------------------------------------------------------------------
$250,000 to less than $500,000 2.50 2.56 2.00
- ---------------------------------------------------------------------------------------
$500,000 to less than $1,000,000 2.00 2.04 1.75
- ---------------------------------------------------------------------------------------
$1,000,000 or more(1) 0.00 0.00 0.00
</TABLE>

Colonial Intermediate Tax-Exempt Fund

<TABLE>
<CAPTION>
% of
offering
As a % of price
the Public As a % retained by
Offering of your financial
Amount of Purchase Price (POP) investment advisor firm
<S> <C> <C> <C>
Less than $100,000 3.25 3.36 3.00
- ---------------------------------------------------------------------------------------
$100,000 to less than $250,000 2.50 2.56 2.25
- ---------------------------------------------------------------------------------------
$250,000 to less than $500,000 2.00 2.04 1.75
- ---------------------------------------------------------------------------------------
$500,000 to less than $1,000,000 1.50 1.52 1.25
- ---------------------------------------------------------------------------------------
$1,000,000 or more(1) 0.00 0.00 0.00
</TABLE>

(1) Redemptions from Class A share accounts with shares valued between $1
million and $5 million may be subject to a CDSC. Class A share purchases
that bring your account value above $1 million are subject to a 1% CDSC if
redeemed within 18 months of their purchase date. The 18-month period begins
on the first day of the month following each purchase.

---
15

<PAGE>

Your Account

[begin sidebar text]

UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES (CDSC)

Certain investments in Class A, B and C shares are subject to a contingent
deferred sales charge (CDSC). You will pay the CDSC only on shares you sell
within a certain amount of time after purchase. The CDSC generally declines each
year until there is no charge for selling shares. The CDSC is applied to the NAV
at the time of purchase or sale, whichever is lower. Shares you purchase with
reinvested dividends or capital gains are not subject to a CDSC. When you place
an order to sell shares, the Fund will automatically sell first those shares not
subject to a CDSC and then those you have held the longest. This policy helps
reduce and possibly eliminate the potential impact of the CDSC.
[end sidebar text]

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

Purchases Over $1 Million

<TABLE>
<S> <C>
Amount Purchased Commission %
- --------------------------------------------------------------------------------
First $3 million 1.00
- --------------------------------------------------------------------------------
Next $2 million 0.50
- --------------------------------------------------------------------------------
Over $5 million 0.25
</TABLE>

Reduced Sales Charges for Larger Investments There are two ways for you to pay a
lower sales charge when purchasing Class A shares. The first is through Rights
of Accumulation. If the combined value of the Fund accounts maintained by you,
your spouse or your minor children reaches a discount level (according to the
chart on the previous page), your next purchase will receive the lower sales
charge. The second is by signing a Statement of Intent within 90 days of opening
your account. By doing so, you would be able to pay the lower sales charge on
all purchases by agreeing to invest a total of at least $50,000 within 13
months. If your Statement of Intent purchases are not completed within 13
months, you will be charged the applicable sales charge. In addition, certain
investors may purchase shares at a reduced sales charge or net asset value
(NAV). See the Statement of Additional Information for a description of these
situations.

Class B shares Your purchases of Class B shares are at the Fund's NAV. Class B
shares have no front-end sales charge, but carry a CDSC, or back-end charge,
that is only imposed on shares sold prior to the completion of the periods shown
in the chart below. The CDSC generally declines each year and eventually
disappears over time. Class B shares automatically convert to Class A shares
after eight years. LFD pays the financial advisor firm an upfront commission of
4.00% on sales of Class B shares (3.00% for Colonial Intermediate Tax-Exempt
Fund).

Colonial Tax-Exempt Fund and Tax-Exempt Insured Fund

<TABLE>
<CAPTION>
% deducted when
Holding period after purchase shares are sold
- --------------------------------------------------------------------------------
<S> <C>
Through first year 5.00
- --------------------------------------------------------------------------------
Through second year 4.00
- --------------------------------------------------------------------------------
Through third year 3.00
- --------------------------------------------------------------------------------
Through fourth year 3.00
- --------------------------------------------------------------------------------
Through fifth year 2.00
- --------------------------------------------------------------------------------
Through sixth year 1.00
- --------------------------------------------------------------------------------
Longer than six years 0.00
</TABLE>

---
16

<PAGE>

Your Account

Colonial Intermediate Tax-Exempt Fund

<TABLE>
<CAPTION>
% deducted when
Holding period after purchase shares are sold
- --------------------------------------------------------------------------------
<S> <C>
Through first year 4.00
- --------------------------------------------------------------------------------
Through second year 3.00
- --------------------------------------------------------------------------------
Through third year 2.00
- --------------------------------------------------------------------------------
Through fourth year 1.00
- --------------------------------------------------------------------------------
Longer than four years 0.00
</TABLE>

Class C shares Similar to Class B shares, your purchases of Class C shares are
at the Fund's NAV. Although Class C shares have no front-end sales charge, they
carry a CDSC of 1% that is applied to shares sold within the first year after
they are purchased. After holding shares for one year, you may sell them at any
time without paying a CDSC. LFD pays the financial advisor firm an upfront
commission of 1.00% on sales of Class C shares.

All Funds in this Prospectus

<TABLE>
<CAPTION>
Years after purchase % deducted when shares are sold
- --------------------------------------------------------------------------------
<S> <C>
Through first year 1.00
- --------------------------------------------------------------------------------
Longer than one year 0.00
</TABLE>

HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
You may exchange your shares for shares of the same share class of another fund
at NAV. If your shares are subject to a CDSC, you will not be charged a CDSC
upon the exchange. However, when you sell the shares acquired through the
exchange, the shares sold may be subject to a CDSC, depending upon when you
originally purchased the shares you exchanged. For purposes of computing the
CDSC, the length of time you have owned your shares will be computed from the
date of your original purchase and the applicable CDSC will be the CDSC of the
original fund. Unless your account is part of a tax-deferred retirement plan, an
exchange is a taxable event. Therefore, you may realize a gain or a loss for tax
purposes. A Fund may terminate your exchange privilege if the advisor determines
that your exchange activity is likely to adversely impact the advisor's ability
to manage the Fund. To exchange by telephone, call 1-800-422-3737.

---
17

<PAGE>

Your Account

HOW TO SELL SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you determine if and when you should sell your
shares. You may sell shares of the Fund on any regular business day that the New
York Stock Exchange (NYSE) is open.

When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In "good form" means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, "good
form" means (i) your letter has complete instructions, the proper signatures and
signature guarantees, (ii) you have included any certificates for shares to be
sold and (iii) any other required documents are attached. Retirement Plan
accounts have special requirements. Please call 1-800-799-7526 for more
information.

The Fund will generally send proceeds from the sale to you within seven days.
However, if you purchased your shares by check, the Fund may delay sending the
proceeds for up to 15 days after your initial purchase to protect against checks
that are returned.

Outlined below are the various options for selling shares:

<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your You may call your financial advisor to place your sell order.
financial advisor To receive the current trading day's price, your financial
advisor firm must receive your request prior to the close
of the NYSE, usually 4:00 p.m.
--------------------------------------------------------------------------------------
By exchange You may purchase shares by exchanging from an existing fund
into the same share class of another fund at no additional
cost. To exchange by telephone, call 1-800-422-3737.
--------------------------------------------------------------------------------------
By telephone You may sell shares by telephone and request that a check be
sent to your address of record by calling 1-800-422-3737. The
dollar limit for telephone sales is $100,000 in a 30-day
period. You do not need to set up this feature in advance of
your call.
--------------------------------------------------------------------------------------
By mail You may send a signed letter of instruction (LOI) or stock
power form along with any certificates to be sold to the
address below. In your LOI, note your fund's name, share class,
account number, and the dollar value or number of shares you
wish to sell. All account owners must sign the letter, and
signatures must be guaranteed by either a bank, a member firm
of a national stock exchange or another eligible guarantor
institution. Additional documentation is required for sales by
corporations, agents, fiduciaries, surviving joint owners and
individual retirement account (IRA) owners. For details, call
1-800-345-6611.

Mail your LOI to Liberty Funds Services, Inc., P.O. Box 1722,
Boston, MA 02105-1722.
--------------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be wired to
your bank. You must set up this feature prior to your telephone
request. Be sure to complete the appropriate section of the
account application for this feature.
--------------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be
funds transfer electronically transferred to your bank. Proceeds may take up
to two business days to be received by your bank. You must
set up this feature prior to your request. Be sure to
complete the appropriate section of the account
application for this feature.

</TABLE>

---
18

<PAGE>

Your Account

DISTRIBUTION AND SERVICE FEES
- --------------------------------------------------------------------------------
Each Fund has adopted a plan under Rule 12b-1 that permits it to pay marketing
and other fees to support the sale and distribution of Class A, B and C shares
and the services provided to you by your financial advisor. These annual
distribution and service fees may equal up to 0.25% (0.20% for Intermediate
Tax-Exempt Fund) for Class A shares and 1.00% (0.85% for Intermediate Tax-Exempt
Fund) for each of Class B and Class C shares and are paid out of the assets of
these classes. Over time, these fees will increase the cost of your shares and
may cost you more than paying other types of sales charges. The Distributor has
voluntarily agree to waive a portion of each Fund's Class C share distribution
fee so that it does not exceed 0.60% (Tax-Exempt Fund), 45% (Insured Fund) and
20% (Intermeiate Fund), annually. The Distributor may terminate this waiver at
any time without shareholder approval.

OTHER INFORMATION ABOUT YOUR ACCOUNT
- --------------------------------------------------------------------------------
How a Fund's Share Price is Determined The price of each class of a Fund's
shares is based on its NAV. The NAV is determined at the close of the NYSE,
usually 4:00 p.m. Eastern time, on each business day that the NYSE is open
(typically Monday through Friday).

When you request a transaction, it will be processed at the NAV (after any
applicable sales charges) next determined after your request is received in good
form by LFD. In most cases, in order to receive that day's price, LFD must
receive your order before that day's transactions are processed. If you request
a transaction through your financial advisor's firm, the firm must receive your
order by the close of trading on the NYSE to receive that day's price.

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

You can find the daily prices of many share classes for each Fund in most major
daily newspapers. You can find daily prices for all share classes by visiting
the Funds' web site at www.libertyfunds.com.

Account Fees If your account value falls below $1,000 (other than as a result of
depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Funds' transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring the
value above $1,000 prior to the fee date, the fee will not be deducted.

Share Certificates Share certificates are not available for Class B and C
shares. Certificates will be issued for Class A shares only if requested. If you
decide to hold share certificates, you will not be able to sell your shares
until you have endorsed your certificates and returned them to LFD.

---
19

<PAGE>

Your Account

[begin sidebar text]

UNDERSTANDING FUND DISTRIBUTIONS

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

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

Types of Distributions

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

Distribution Options Each Fund declares dividends daily and pays them monthly.
Any capital gains are distributed at least annually. You can choose one of the
following options for these distributions when you open your account.(1) To
change your distribution option call 1-800-345-6611.

Distribution Options

Reinvest all distributions in additional shares of your current fund
-------------------------------------------------------------------------------
Reinvest all distributions in shares of another fund
-------------------------------------------------------------------------------
Receive dividends in cash and reinvest capital gains(2)
-------------------------------------------------------------------------------
Receive all distributions in cash(2)

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

Tax Consequences Regardless of whether you receive your distributions in cash or
reinvest them in additional Fund shares, all Fund distributions are subject to
federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.

In general, any dividends and short-term capital gains distributions are taxable
as ordinary income. Distributions of other capital gains are generally taxable
as capital gains. You will be provided with information each year with the
amount of ordinary income and capital gains distributed to you for the previous
year and any portion of your distributions which are exempt from state and local
taxes. Your investment in a Fund may have additional personal tax implications.
Please consult your tax advisor on state, local or other applicable tax laws.

In addition to the dividends and capital gains distributions made by each Fund,
you may realize a capital gain or loss when selling and exchanging shares of a
Fund.

(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the Fund.
(2) Distributions of $10 or less will automatically be reinvested in additional
Fund shares. If you elect to receive distributions by check and the check is
returned as undeliverable, or if you do not cash a distribution check within
six months of the check date, the distribution will be reinvested in
additional shares of the Fund.

---
20

<PAGE>

Managing the Funds

Investment Advisor
- --------------------------------------------------------------------------------
Colonial Management Associates, Inc. (Colonial), located at One Financial
Center, Boston, MA 02111-2621, is the Funds' investment advisor. In its duties
as investment advisor, Colonial runs each Fund's day-to-day business, including
placing all orders for the purchase and sale of each Fund's portfolio
securities. Colonial has been an investment advisor since 1931. As of February
28, 1999 Colonial managed over $xx billion in assets.

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

For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the
Colonial Tax-Exempt Fund, Colonial Tax-Exempt Insured Fund, Colonial
Intermediate Tax-Exempt Fund amounted to__%,__% and __% of average daily net
assets of each Fund, respectively.

PORTFOLIO MANAGERS
- --------------------------------------------------------------------------------
Gary Swayze, Vice President of Colonial, has managed the Insured Fund since
September 1997. Prior to joining Colonial in 1997, Mr. Swayze was a portfolio
manager and group leader at Fidelity Management and Research Company and the
writer and editor of a bond market newswletter.

William C. Loring and Brian M Hartford, each a Vice President of Colonial, have
co-managed the Tax-Exempt Fund since may 1997. Mr. Loring has also managed the
Intermediate Fund since 1993. Messrs. Loring and Hartford have managed various
other Colonial tax-exempt funds since 1986 and 1993, respectively.

---
21

<PAGE>

Other Investment Strategies and Risks

[begin sidebar text]

UNDERSTANDING THE FUNDS'
OTHER INVESTMENTS AND RISKS

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

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

Additional information about a Fund's securities and investment techniques, as
well as the Fund's fundamental and non-fundamental investment techniques, is
contained in the SAI.
[end sidebar text]

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

ZERO COUPON BONDS
- --------------------------------------------------------------------------------
Each Fund may invest in zero coupon bonds. Zero coupon bonds are issued at less
than their face value and make payments of interest only at maturity, rather
than during the life of the bond. As a result, these bonds involve greater
credit risk and are subject to greater volatility than bonds that pay cash
interest on a current basis.

ALTERNATIVE MINIMUM TAX
- --------------------------------------------------------------------------------
The interest income distributed by the Funds from certain tax-exempt bonds may
be subject to the federal alternative minimum tax (AMT) for individuals and
corporations. As a fundamental policy that cannot be changed without shareholder
approval, the Fund may not invest more than 20% of its assets in bonds subject
to the AMT. Consult your tax advisor for more information.

TEMPORARY DEFENSIVE STRATEGIES (ALL FUNDS)
- --------------------------------------------------------------------------------
The advisor may determine that adverse market conditions make it desirable to
suspend temporarily a Fund's normal investment activities. During such times, as
a temporary defensive strategy, any of the three Funds may invest in cash or
high-quality, short-term debt securities, without limit. Taking a temporary
defensive position may prevent a Fund from achieving its investment objective.

---
22

<PAGE>

after January 1, 2000. Many Fund service providers and vendors, including the
Liberty Companies, are in the process of making Year 2000 modifications to their
software and systems and believe that such modifications will be completed on a
timely basis prior to January 1, 2000. However, no assurances can be given that
all modifications required to ensure proper data processing and calculation on
and after January 1, 2000 will be timely made or that services to the Funds will
not be adversely affected.

<PAGE>

Financial Highlights

The financial highlights table is intended to help you understand the Funds'
financial performance. Information is shown for the Funds' last five fiscal
years, which run from December 1 to November 30. The total returns in the table
represent the rate that an investor would have earned (or lost) on an investment
in the Funds (assuming all dividends and distributions). This information has
been audited by PricewaterhouseCoopers LLP, independent accountants, whose
report, along with the Funds' financial statements, is included in the Funds'
annual report. You can request a free annual report by calling 1-800-426-3750.

---
24

<PAGE>

Financial Highlights

---
25

<PAGE>

Financial Highlights

---
26

<PAGE>

Financial Highlights

---
27

<PAGE>

Financial Highlights

---
28

<PAGE>

Financial Highlights

---
29

<PAGE>

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

You may wish to read the Statement of Additional Information (SAI) for more
information on the Funds and the securities in which they invest. The SAI is
incorporated into this prospectus by reference, which means that it is
considered to be part of this prospectus.

You can get free copies of reports and the SAI, request other information and
discuss your questions about the Funds by contacting the Funds' Distributor at:

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

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

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

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009
1-800-SEC-0330

Investment Company Act file numbers:

Colonial Trust IV: 811-2865
o Colonial Tax-Exempt Fund
o Colonial Tax-Exempt Insured Fund
o Colonial Intermediate Tax-Exempt Fund

[LIBERTY HEAD LOGO] LIBERTY
COLONIAL o CRABBE HUSON o NEWPORT o STEIN ROE ADVISOR

Liberty Funds Distributor, Inc.(C)1998
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com

GF-01/440G-1298

<PAGE>

COLONIAL TRUST IV
-----------------

Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------

Colonial High Yield Municipal Fund
----------------------------------

Classes A, B, C
---------------

Item Number of Form N-1A Prospectus Location or Caption
- ------------------------ ------------------------------

<TABLE>
<CAPTION>
Part A
- ------

<S> <C>
1. Front Cover Page; Back Cover Page

2. The Fund; Other Investment Strategies and Risks

3. The Fund

4. The Fund

5. Not Applicable

6. Front Cover Page; Managing the Fund; Your Account

7. Your Account

8. The Fund; Your Account

9. Financial Highlights
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
COLONIAL HIGH YIELD MUNICIPAL FUND Prospectus, March 30, 1999
- --------------------------------------------------------------------------------

Advised by Colonial Management Associates, Inc.

---------------------
DRAFT DATED
JANUARY 20, 1998
---------------------

- -------------------------------------------------------------------------------
TABLE OF CONTENTS

THE FUND MANAGING THE FUND
- ------------------------------------------ --------------------------
Investment Goals ......................... Investment Advisor .......
Primary Investment Strategies ............ Portfolio Managers .......
Primary Investment Risks .................
Performance History ...................... OTHER INVESTMENT STRATEGIES
Your Expenses ............................ AND RISKS
--------------------------
YOUR ACCOUNT Hedging Strategies .......
- ------------------------------------------ Zero Coupon Bonds ........
How to Buy Shares ........................ Alternative Minimum Tax ..
Sales Charges ............................ Temporary Defensive
How to Exchange Shares ................... Strategies ...............
How to Sell Shares ....................... Year 2000 Compliance .....
Distribution and Service Fees ............
Other Information About Your Account ..... FINANCIAL HIGHLIGHTS
--------------------------

- ------------------------------------------
NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
- ------------------------------------------

1
<PAGE>

- --------------------------------------------------------------------------------
The Fund Colonial High Yield Municipal Fund
- --------------------------------------------------------------------------------

[sidebar]

UNDERSTANDING TAX-EXEMPT BONDS

Tax-Exempt Bonds are issued by state and
local governments for various public
purposes. The interest on tax-exempt bonds
is not subject to federal income taxes.
As a result, the yields on tax-exempt
securities are generally lower than the
yields on taxable bonds with similar
maturities. Tax-exempt bond funds may be
appropriate for investors in high tax
brackets who seek current income that is
free from federal tax.

[end sidebar]

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

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

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

Under normal market conditions, at least 80% of the Fund's total assets
will be invested in municipal securities, the interest on which is exempt
from ordinary federal income tax. In the event that tax exempt securities
are not available, the Fund may invest up to 20% of its total assets in
high quality taxable money market instruments.

In selecting municipal securities for the Fund, the advisor invests
primarily in lower rated debt securities. These securities have a rating
of BBB through C by Standard & Poor's, Baa through D by Moody's, a
comparable rating by another nationally recognized rating service or the
security is unrated and the advisor believes it to be comparable in
quality to a lower-rated debt security.

PRIMARY INVESTMENT RISKS
--------------------------------------------------------------------------

The following are the primary risks of investing in the Fund:

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

Structure risk is the risk that an event will occur (such as a security
being prepaid or called) that alters the security's cash flows. Prepayment
risk is a particular type of structure risk that is present in the Fund
because of its investments in asset-backed securities, which are interests
in pools of debt securities. Prepayment risk is the possibility that
asset-backed securities may be prepaid if the underlying debt securities
are prepaid. In an environment of declining interest rates, asset-backed
securities may offer less potential for gain than other debt securities.
During periods of rising interest rates, asset-backed securities have a
high risk of declining in price because the declining prepayment rates
effectively increase the maturity of the securities. In addition, the
potential impact of prepayment on the price of an asset-backed
security may be difficult to predict and result in greater volatility.

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

Issuer risk is the possibility that changes in the financial condition of
the issuer of a security, changes in general economic conditions, or
changes in economic conditions that affect the issuer's industry may
impact the issuer's ability to make timely payment of interest or
principal. This could result in decreases in the price of the security.

---
2
<PAGE>

Tax-Exempt Bonds are subject to special risks. Changes in tax laws or
adverse determinations by the Internal Revenue Service may make the income
from some of these bonds taxable. Also, bonds that are backed by the
issuer's taxing authority (known as general obligations) may depend for
payment on legislative appropriation and/or aid from other governments.
These bonds may be vulnerable to legal limits on a government's power to
raise revenue or increase taxes. There are other tax-exempt bonds that are
payable from revenues earned by a particular project or other revenue
source (known as special revenue obligations). These bonds are subject to
greater risk of default than general obligations because investors
can only look to the revenue generated by the project or private company,
rather than to the credit of the state or local government issuer of the
bonds.

Because of these risks, the Fund may not achieve its investment goal and
investors could lose money.

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

---
3

<PAGE>

[sidebar]

UNDERSTANDING PERFORMANCE

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

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

The Fund's return is compared to the
Lipper High Yield Muni Debt Index
(Lipper Average) and the Lehman Muni
Bond Index (Lehman Index).

[end sidebar]

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

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

-------------------------------------
Calendar-Year Total Returns (Class A)
-------------------------------------
[Line chart]

Best quarter: 1st quarter 1995, +6.17%
Worst quarter: 1st quarter 1994, -3.65%

[end line chart]

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

<TABLE>
<CAPTION>
Since Inception
1 Year 5 Year (June 8, 1992)
----------------------------------------------------------------------
<S> <C> <C> <C>
Class A (%) 1.53 5.73 6.42
----------------------------------------------------------------------
Class B (%) 0.80 5.76 6.68
----------------------------------------------------------------------
Class C (%) 4.96 6.12 6.72
----------------------------------------------------------------------
Lehman Index (%) 5.25 N/A N/A
----------------------------------------------------------------------
Lipper Average (%) 5.84 N/A N/A
</TABLE>

---
4
<PAGE>

The Fund Colonial High Yield Municipal Fund

[sidebar]

UNDERSTANDING EXPENSES

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

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

Example Expenses helps you compare the
cost of investing in the Fund to the
cost of investing in other mutual funds.
The table does not take into account any
expense reduction arrangements discussed
in the footnotes to the Annual Fund
Operating Expenses table, It uses the
following hypothetical conditions:

[bullet] $10,000 initial investment

[bullet] 5% total return for each year

[bullet] Fund operating expenses remain
the same

[bullet] No expense reductions in effect

[end sidebar]

YOUR EXPENSES
--------------------------------------------------------------------------

Expenses are one of several factors to consider before you invest in a
mutual fund. The tables below describe the fees and expenses you may pay
when you buy, hold and sell shares of the Fund. These tables do not take
into account any expense reduction arrangements, and therefore may not
reflect the actual expenses of the Fund.

--------------------------------------------------------------------------
Shareholder Fees(1)(2) (paid directly from your investment)
--------------------------------------------------------------------------

<TABLE>
Class A Class B Class C

<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%) 4.75 0.00 0.00
(as a percentage of the offering price)
------------------------------------------------------------------------------------
Maximum deferred sales charge (load) on 1.00(3) 5.00 1.00
redemptions (%) (as a percentage of the offering
price)
</TABLE>

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

<TABLE>
<CAPTION>
Class A Class B Class C

<S> <C> <C> <C>
Management fee (%) 0.56 0.56 0.56
------------------------------------------------------------------------------------
Distribution and service (12 b-1) fees (%) 0.25 1.00 0.xx
------------------------------------------------------------------------------------
Other expenses (%) 0.26 0.26 0.26
------------------------------------------------------------------------------------
Total annual fund operating expenses (%) 1.07 1.82 1.xx
</TABLE>

----------------------------------------------------------------------
Example Expenses (your actual costs may be higher or lower)
----------------------------------------------------------------------

<TABLE>
<CAPTION>
Class 1 Year 3 Years 5 Years 10 Years

<S> <C> <C> <C> <C>
Class A $579 $801 $1,039 $1,724
------------------------------------------------------------------------------------
Class B: did not sell your shares $185 $574 $987 $1,945

sold all your shares at
the end of the period $685 $874 $1,187 $1,945
------------------------------------------------------------------------------------
Class C: did not sell your shares $xx $xx $xx $xx

sold all your shares at
the end of the period $xx $xx $xx $xx
</TABLE>

(1) A $10 annual fee is deducted from accounts of less than $1,000 and
paid to the transfer agent.

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

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

---
5
<PAGE>

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

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

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

[sidebar]

INVESTMENT MINIMUMS(1)

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

[end sidebar]

--------------------------------------------------------------------------
Outlined below are various ways you can purchase shares:
--------------------------------------------------------------------------

<TABLE>
<CAPTION>
Method Instructions

<S> <C>
Through your Your financial advisor can help you establish your account and
financial advisor buy Fund shares on your behalf.
-------------------------------------------------------------------------------------
By check For new accounts, send a completed application and check made
(new account) payable to the Fund to the transfer agent, Liberty Funds
Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
-------------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional
(existing account) investment stub included in your quarterly statement, or send a
letter of instruction including your Fund name and account
number with a check made payable to the Fund to Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
-------------------------------------------------------------------------------------
By exchange You may purchase shares by exchanging from an existing fund
into the same share class of another fund at no additional cost.
To exchange by telephone, call 1-800-422-3737.
-------------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank account
to your fund account. To wire funds to your fund account, call
1-800-422-3737 to obtain a control number and the wiring
instructions.
-------------------------------------------------------------------------------------
By electronic You may purchase shares by electronically transferring money
funds transfer from your bank account to your fund account by calling
(EFT) 1-800-422-3737. Your money may take up to two business days to
arrive. You must set up this feature prior to your telephone
request. Be sure to complete the appropriate section of the
application.
-------------------------------------------------------------------------------------
Automatic You can make monthly or quarterly investments automatically
investment plan from your bank account to your fund account. You can select a
pre-authorized amount to be sent via electronic funds transfer
(EFT). Be sure to complete the appropriate section of the
application for this feature.
-------------------------------------------------------------------------------------
By dividend Dividends distributed by one fund can be automatically invested
diversification into the same class of shares of another fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>

(1) The Fund reserves the right to change the investment minimums. The
Fund also reserves the right to refuse a purchase order for any
reason, including if it believes that doing so would be in the best
interest of the Fund and its shareholders.

---
6

<PAGE>

Your Account

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

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

Class A shares Your purchases of Class A shares generally are at the
Public Offering Price (POP). This price includes a sales charge that is
based on the amount of your initial investment when you open your account.
The sales charge you pay on additional investments is based on the total
amount of your purchase and the current value of your account. The amount
of the sales charge differs depending on the amount you invest as shown in
the tables below. The tables below also show the commission paid to the
financial advisor firm on sales of Class A shares.

[sidebar]

CHOOSING A SHARE CLASS

The Fund offers three classes of shares
in this prospectus -- Class A, B and C.
Each share class has its own sales
charge and expense structure.
Determining which share class is best
for you depends on the dollar amount you
are investing and the number of years
for which you are willing to invest.
Purchases of more than $250,000 but less
than $1 million can only be made in
Class A or Class C shares. Purchases of
$1 million or more are automatically
invested in Class A shares. Based on
your personal situation, your investment
advisor can help you decide which class
of shares makes the most sense for you.

[end sidebar]

--------------------------------------------------------------------------
Colonial High Yield Municipal Fund
--------------------------------------------------------------------------

<TABLE>
<CAPTION>
% of
offering
As a % of price
the Public As a % retained by
Offering of your financial
Amount of Purchase Price (POP) investment advisor firm
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 4.75 4.99 4.25
-------------------------------------------------------------------------------------
$50,000 to less than $100,000 4.50 4.71 4.00
-------------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 3.00
-------------------------------------------------------------------------------------
$250,000 to less than $500,000 2.50 2.56 2.00
-------------------------------------------------------------------------------------
$500,000 to less than $1,000,000 2.00 2.04 1.75
-------------------------------------------------------------------------------------
$1,000,000 or more(1) 0.00 0.00 0.00
-------------------------------------------------------------------------------------
</TABLE>

(1) Redemptions from Class A share accounts with shares valued between $1
million and $5 million may be subject to a CDSC. Class A share
purchases that bring your account value above $1 million are subject
to a 1% CDSC if redeemed within 18 months of their purchase date. The
18-month period begins on the first day of the month following each
purchase.

---
7
<PAGE>

Your Account

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

[sidebar]

UNDERSTANDING CONTINGENT DEFERRED SALES
CHARGES (CDSC)

Certain investments in Class A, B and C
shares are subject to a contingent
deferred sales charge (CDSC). You will
pay the CDSC only on shares you sell
within a certain amount of time after
purchase. The CDSC generally declines
each year until there is no charge for
selling shares. The CDSC is applied to
the NAV at the time of purchase or sale,
whichever is lower. Shares you purchase
with reinvested dividends or capital
gains are not subject to a CDSC. When
you place an order to sell shares, the
Fund will automatically sell those
shares not subject to a CDSC and then
those you have held the longest. This
policy helps reduce and possibly
eliminate the potential impact of the
CDSC.

[end sidebar]

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

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

Reduced Sales Charges for Larger Investments There are two ways for you to
pay a lower sales charge when purchasing Class A shares. The first is
through Rights of Accumulation. If the combined value of the Fund accounts
maintained by you, your spouse or your minor children reaches a discount
level (according to the chart on the previous page), your next purchase
will receive the lower sales charge. The second is by signing a Statement
of Intent within 90 days of opening your account. By doing so, you would
be able to pay the lower sales charge on all purchases by agreeing to
invest a total of at least $50,000 within 13 months. If your Statement of
Intent purchases are not completed within 13 months, you will be charged
the applicable sales charge. In addition, certain investors may purchase
shares at a reduced sales charge or net asset value (NAV). See the
Statement of Additional Information for a description of these situations.

Class B shares Your purchases of Class B shares are at the Fund's NAV.
Class B shares have no front-end sales charge, but carry a CDSC, or
back-end charge, that is only imposed on shares sold prior to the
completion of the periods shown in the chart below. The CDSC generally
declines each year and eventually disappears over time. Class B shares
automatically convert to Class A shares after eight years. LFD pays the
financial advisor firm an upfront commission of 4.00% on sales of Class B
shares.

--------------------------------------------------------------------------
Colonial High Yield Municipal Fund
--------------------------------------------------------------------------

<TABLE>
<CAPTION>
Holding period after purchase % deducted when
shares are sold
<S> <C>
Through first year 5.00
-----------------------------------------------------
Through second year 4.00
-----------------------------------------------------
Through third year 3.00
-----------------------------------------------------
Through fourth year 3.00
-----------------------------------------------------
Through fifth year 2.00
-----------------------------------------------------
Through sixth year 1.00
-----------------------------------------------------
Longer than six years 0.00
</TABLE>

---
8
<PAGE>

Class C shares Similar to Class B shares, your purchases of Class C shares
are at the Fund's NAV. Although Class C shares have no front-end sales
charge, they carry a CDSC of 1% that is applied to shares sold within the
first year after they are purchased. After holding shares for one year,
you may sell them at any time without paying a CDSC. LFD pays the
financial advisor firm an upfront commission of 1.00% on sales of Class C
shares.

--------------------------------------------------------------------------
Colonial High Yield Municipal Fund
--------------------------------------------------------------------------

<TABLE>
<CAPTION>
Years after purchase % deducted when shares are sold
<S> <C>
Through first year 1.00
-------------------------------------------------------------------
Longer than one year 0.00
</TABLE>

HOW TO EXCHANGE SHARES
--------------------------------------------------------------------------

You may exchange your shares for shares of the same share class of another
fund at NAV. If your shares are subject to a CDSC, you will not be charged
a CDSC upon the exchange. However, when you sell the shares acquired
through the exchange, the shares sold may be subject to a CDSC, depending
upon when you originally purchased the shares you exchanged. For purposes
of computing the CDSC, the length of time you have owned your shares will
be computed from the date of your original purchase and the applicable
CDSC will be the CDSC of the original fund. Unless your account is part of
a tax-deferred retirement plan, an exchange is a taxable event. Therefore,
you may realize a gain or a loss for tax purposes. The Fund may terminate
your exchange privilege if the advisor determines that your exchange
activity is likely to adversely impact the advisor's ability to manage the
Fund. To exchange by telephone, call 1-800-422-3737.

HOW TO SELL SHARES
--------------------------------------------------------------------------

Your financial advisor can help you determine if and when you should sell
your shares. You may sell shares of the Fund on any regular business day
that the New York Stock Exchange (NYSE) is open.

When the Fund receives your sales request in "good form," shares will be
sold at the next calculated price. In "good form" means that money used to
purchase your shares is fully collected. When selling shares by letter of
instruction, "good form" means (i) your letter has complete instructions,
the proper signatures and signature guarantees, (ii) you have included any
certificates for shares to be sold and (iii) any other required documents
are attached. Retirement Plan accounts have special requirements. Please
call 1-800-799-7526 for more information.

The Fund will generally send proceeds from the sale to you within seven
days. However, if you purchased your shares by check, the Fund may delay
sending the proceeds for up to 15 days after your initial purchase to
protect against checks that are returned.

---
9
<PAGE>

Your Account

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

<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your You may call your financial advisor to place your sell order.
financial advisor To receive the current trading day's price, your financial
advisor firm must receive your request prior to the close
of the NYSE, usually 4:00 p.m. Eastern time.
------------------------------------------------------------------------------------
By exchange You may purchase shares by exchanging from an existing fund
into the same share class of another fund at no additional
cost. To exchange by telephone, call 1-800-422-3737.
------------------------------------------------------------------------------------
By telephone You may sell shares by telephone and request that a check be
sent to your address of record by calling 1-800-422-3737. The
dollar limit for telephone sales is $100,000 in a 30-day
period. You do not need to set up this feature in advance of
your call.
------------------------------------------------------------------------------------
By mail You may send a signed letter of instruction (LOI) or stock
power form along with any certificates to be sold to the
address below. In your LOI, note your fund's name, share class,
account number, and the dollar value or number of shares you
wish to sell. All account owners must sign the letter, and
signatures must be guaranteed by either a bank, a member firm
of a national stock exchange or another eligible guarantor
institution. Additional documentation is required for sales by
corporations, agents, fiduciaries, surviving joint owners and
individual retirement account (IRA) owners. For details, call
1-800-345-6611.

Mail your LOI to Liberty Funds Services, Inc., P.O. Box 1722,
Boston, MA 02105-1722
------------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be wired to
your bank. You must set up this feature prior to your telephone
request. Be sure to complete the appropriate section of the
account application for this feature.
------------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be
funds transfer electronically transferred to your bank. Proceeds may take up
to two business days to be received by your bank. You must
set up this feature prior to your request. Be sure to
complete the appropriate section of the account
application for this feature.
</TABLE>

DISTRIBUTION AND SERVICE FEES
--------------------------------------------------------------------------

The Fund has adopted a plan under Rule 12b-1 that permits it to pay
marketing and other fees to support the sale and distribution of Class A,
B and C shares and the services provided to you by your financial advisor.
These annual distribution and service fees may equal up to 0.25% for Class
A shares and 1.00% for each of Class B and Class C shares and are paid out
of the assets of these classes. The Distributor has voluntarily agreed to
waive a portion of the Class C distribution and service fee so that it
does not exceed 0.85% annually. Over time, these fees will increase the
cost of your shares and may cost you more than paying other types of sales
charges.(1)

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

---
10
<PAGE>

Your Account

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

How the Fund's Share Price is Determined The price of each class of the
Fund's shares is based on its NAV. The NAV is determined at the close of
the NYSE, usually 4:00 p.m. Eastern time, on each business day that the
NYSE is open (typically Monday through Friday).

When you request a transaction, it will be processed at the NAV (after any
applicable sales charges) next determined after your request is received
in good form by LFD. In most cases, in order to receive that day's price,
LFD must receive your order before that day's transactions are processed.
If you request a transaction through your financial advisor's firm, the
firm must receive your order by the close of trading on the NYSE to
receive that day's price.

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

You can find the daily price of many share classes for the Fund in most
major daily newspapers. You can find daily prices for all share classes by
visiting the Fund's web site at www.libertyfunds.com.

Account Fees If your account value falls below $1,000 (other than as a
result of depreciation in share value), you may be subject to an annual
account fee of $10. This fee is deducted from the account in June each
year. Approximately 60 days prior to the fee date, the Fund's transfer
agent will send you written notification of the upcoming fee. If you add
money to your account and bring the value above $1,000 prior to the fee
date, the fee will not be deducted.

Share Certificates Share certificates are not available for Class B and C
shares. Certificates will be issued for Class A shares only if requested.
If you decide to hold share certificates, you will not be able to sell
your shares until you have endorsed your certificates and have returned
them to LFD.

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

---
11
<PAGE>
--------------------------------------------------------------------------
Types of Distributions
--------------------------------------------------------------------------

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

[sidebar]

UNDERSTANDING FUND DISTRIBUTIONS

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

[end sidebar]

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

Reinvest all distributions in additional shares of your current fund
---------------------------------------------------------------------
Reinvest all distributions in shares of another fund
---------------------------------------------------------------------
Receive dividends in cash and reinvest capital gains(2)
---------------------------------------------------------------------
Receive all distributions in cash(2)

[bullet] send the check to your address of record
[bullet] send the check to a third party address
[bullet] transfer the money to your bank via electronic funds transfer
(EFT)

Tax Consequences Regardless of whether you receive your distributions in
cash or reinvest them in additional Fund shares, all Fund distributions
are subject to federal income tax. Depending on the state where you live,
distributions may also be subject to state and local income taxes.

In general, any dividends and short-term capital gains distributions are
taxable as ordinary income. Distributions of other capital gains are
generally taxable as capital gains. You will be provided with information
each year with the amount of ordinary income and capital gains distributed
to you for the previous year and any portion of your distribution which
are exempt from state and local taxes. Your investment in the Fund may
have additional personal tax implications. Please consult your tax advisor
on state, local or other applicable tax laws.

In addition to the dividends and capital gains distributions made by the
Fund, you may realize a capital gain or loss when selling and exchanging
shares of the Fund.

(1) If you do not indicate on your application your preference for
handling distributions, the Fund will automatically reinvest all
distributions in additional shares of the Fund.

(2) Distributions of $10 or less will automatically be reinvested in
additional Fund shares. If you elect to receive distributions by check
and the check is returned as undeliverable, or if you do not cash a
distribution check within six months of the check date, the
distribution will be reinvested in additional shares of the Fund.

---
12
<PAGE>

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

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

Colonial Management Associates, Inc. (Colonial), located at One Financial
Center, Boston, Massachusetts 02111, is the Fund's investment advisor. In
its duties as investment advisor, Colonial runs the Fund's day-to day
business, including placing all orders for the purchase and sale of the
Fund's portfolio securities. Colonial has been an investment advisor since
1931. As of December 31, 1998, Colonial managed over $__ billion in
assets.

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

For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the
Fund amounted to 0.56% of average daily net assets of the Fund.

PORTFOLIO MANAGERS
--------------------------------------------------------------------------

Maureen G. Newman, Vice President of Colonial, has managed the Fund since
December 1997. Ms. Newman has managed various other Colonial tax-exempt
funds since May 1996. Prior to joining Colonial, Ms. Newman was a
portfolio manager and bond analyst at Fidelity Investments from May 1985
until May 1996.

---
13

<PAGE>

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

[sidebar]

UNDERSTANDING THE FUND'S OTHER
INVESTMENTS AND RISKS

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

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

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

[end sidebar]

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

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

ZERO COUPON BONDS
--------------------------------------------------------------------------

The Fund may invest in zero coupon bonds. Zero coupon bonds are issued at
less than their face value and make payments of interest only at maturity,
rather than during the life of the bond. As a result, these bonds involve
greater credit risk and are subject to greater volatility than bonds that
pay cash interest on a current basis.

ALTERNATIVE MINIMUM TAX
--------------------------------------------------------------------------

The interest income distributed by the Fund from certain tax-exempt bonds
may be subject to the federal alternative minimum tax (AMT) for
individuals and corporations. As a fundamental policy that cannot be
changed without shareholder approval, the Fund may not invest more than
20% of its assets in bonds subject to the AMT. Consult your tax advisor
for more information.

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

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

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

Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not
properly process and calculate date-related information and data from and
after January 1, 2000. This is commonly known as the "Year 2000 Problem."
The Fund's advisor, distributor, and transfer agent (Liberty Companies)
are taking steps that they believe are reasonably designed to address the
Year 2000 Problem, including working with vendors who furnish services,
software and systems to the Funds, to provide that date-related
information and data can be properly processed after January 1, 2000. Many
Fund service providers and vendors, including the Liberty Companies, are
in the process of making Year 2000 modifications to their software and
systems and believe that such modifications will be completed on a timely
basis prior to January 1, 2000. However, no assurances can be given that
all modifications required to ensure proper data processing and
calculation on and after January 1, 2000 will be timely made or that
services to the Fund will not be adversely affected.

---
14

<PAGE>

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

The financial highlights table is intended to help you understand the
Fund's financial performance. Information is shown for the Fund's last
five fiscal years, which run from December 1 to November 30. The total
returns in the table represent the rate that an investor would have earned
(or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report along
with the Fund's financial statements are included in the Fund's annual
report. You can request a free annual report by calling 1-800-426-3750.

- --------------------------------------------------------------------------------
Colonial High Yield Municipal Fund
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Years Ended November 30
1998 1997 1996
Class A Class B Class C Class A Class B Class C Class A Class B Class C
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period
- -----------------------------------------------------------------------------------------------------------------------------------
Income from Investment
Operations

Net investment income
- -----------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
Total from investment Operations
- -----------------------------------------------------------------------------------------------------------------------------------
Less Distributions Declared to
Shareholders

From net investment income
- -----------------------------------------------------------------------------------------------------------------------------------
From net realized gains (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
Total Distributions Declared to
Shareholders
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value --
End of period
- -----------------------------------------------------------------------------------------------------------------------------------
Total return
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets

Expenses
- -----------------------------------------------------------------------------------------------------------------------------------
Net investment income
- -----------------------------------------------------------------------------------------------------------------------------------
Fees and expenes waived or
borne by the Advisor
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of period
(000)
- -----------------------------------------------------------------------------------------------------------------------------------
(a) Net of fees and expenses
waived or borne by the Advisor
which amounted to:
</TABLE>

(b)
(c)
(d)

---
15
<PAGE>

Financial Highlights

<TABLE>
<CAPTION>
Years Ended November 30
1995 1994(b)
Class A Class B Class C Class A Class B Class C
<S> <C> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period
- --------------------------------------------------------------------------------------------------------
Income from Investment
Operations

Net investment income
- --------------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(Loss)
- --------------------------------------------------------------------------------------------------------
Total from investment Operations
- --------------------------------------------------------------------------------------------------------
Less Distributions Declared to
Shareholders

From net investment income
- --------------------------------------------------------------------------------------------------------
Net asset value --
End of period
- --------------------------------------------------------------------------------------------------------
Total return
- --------------------------------------------------------------------------------------------------------
Ratios to average net assets

Expenses
- --------------------------------------------------------------------------------------------------------
Net investment income
- --------------------------------------------------------------------------------------------------------
Fees waived or borne by the
Advisor
- --------------------------------------------------------------------------------------------------------
Portfolio turnover
- --------------------------------------------------------------------------------------------------------
Net assets at end of period
(000)
- --------------------------------------------------------------------------------------------------------
(a) Net of fees and expenses
waived or borne by the Advisor
which amounted to:
</TABLE>

(b)
(c)
(d)
(e)
(f)
(g)
(h)

---
14
<PAGE>

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

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

---
15
<PAGE>

FOR MORE INFORMATION
--------------------------------------------------------------------------

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

You may wish to read the Statement of Additional Information (SAI) for
more information on the Funds and the securities in which they invest. The
SAI is incorporated into this prospectus by reference, which means that it
is considered to be part of this prospectus.

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

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

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

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

Public Reference Room
Securities and Exchange Commission
Washington, DC, 20549-6009
1-800-SEC-0330

Investment Company Act file numbers:

Colonial Trust IV: 811-2865

[bullet] Colonial High Yield Municipal Fund

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

[LIBERTY LOGO] L I B E R T Y
COLONIAL [bullet] CRABBE HUSON [bullet] NEWPORT [bullet] STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (c) 1998
One Financial Center, Boston, MA 02111-2621, 1-800-426-3570
Visit us at wwww.libertyfunds.com

xx-oo/ooox-oooo x (1/99)

<PAGE>

COLONIAL TRUST IV
-----------------

Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------

Colonial Utilities Fund
-----------------------

Classes A, B, C
---------------

Item Number of Form N-1A Prospectus Location or Caption
- ------------------------ ------------------------------

<TABLE>
<CAPTION>
Part A
- ------

<S> <C>
1. Front Cover Page; Back Cover Page

2. The Fund

3. The Fund

4. The Fund

5. Not Applicable

6. Front Cover Page; Managing the Fund; Your Account

7. Your Account

8. The Fund; Your Account

9. Financial Highlights
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
COLONIAL UTILITIES FUND Prospectus, March 30, 1999
- --------------------------------------------------------------------------------

Advised by Colonial Management Associates, Inc.

NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE

- --------------------------------------------------------------------------------
T A B L E O F C O N T E N T S

<TABLE>
<S> <C>
THE FUND
- ---------------------------------------
Investment Goals ......................
Primary Investment Strategies .........
Primary Investment Risks ..............
Performance History ...................
Your Expenses .........................

YOUR ACCOUNT
- ---------------------------------------
How to Buy Shares .....................
Sales Charges .........................
How to Exchange Shares ................
How to Sell Shares ....................
Distribution and Service Fees .........
Other Information About Your Account ..

MANAGING THE FUND
- ---------------------------------------
Investment Advisor ....................
Portfolio Managers ....................
Year 2000 Compliance ..................

FINANCIAL HIGHLIGHTS
- ---------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
The Fund Colonial Utilities Fund
- --------------------------------------------------------------------------------

[start side bar]
UTILITY COMPANIES

Utililty companies in which the Fund may
invest include 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.
They also include companies engaged in
telecommunications, including telephone,
telegraph, satellite, microwave and other
communications media.
[end side bar]

INVESTMENT GOALS
- --------------------------------------------------------------------------------
The Fund seeks current income and long-term growth. Approval by the Fund's
shareholders is not required to modify or change the Fund's goals.

PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
The Fund invests primarily in securities of U.S. utility companies. The Fund
invests in both equity and preferred securities of utility companies. In
addition, the advisor may invest up to 20% of the Fund's assets in foreign
securities. In selecting investments for the Fund, the advisor looks primarily
for stocks of larger utility companies with established records.

At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking a temporary defensive
position may prevent the Fund from achieving its investment objective.

In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not described
in this prospectus. These types of securities and investment practices are
identifed and discussed in the Fund's Statement of Additional Information, which
you may obtain by contacting Liberty Funds Services, Inc. (see back cover for
address and phone number).

PRIMARY INVESTMENT RISKS
- --------------------------------------------------------------------------------
The primary risks of investing in the Fund are described below. There are many
circumstances which could cause the value of your investment in the Fund to
decline, and which could prevent the Fund from achieving its objective, that are
not described here.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

Utility company securities are subject to special risks. These securities are
especially affected by changes in prevailing interest rates (as interest rates
increase, the value of securities of utility companies tend to decrease, and
vice versa), as well as by general competitive and market forces in the
industry. In addition, utility companies are affected by changes in government
regulation. In particular, the profitability of utilities may in the future be
adversely affected by increased competition resulting from deregulation.

Foreign securities are also subject to special risks. Foreign stock markets can
be extremely volatile and the liquidity of foreign securities may be more
limited than domestic securities, which means that the Fund may at times be
unable to sell them at desirable prices. Fluctuations in currency exchange rates
impact the value of foreign securities. Brokerage commissions, custodial fees
and other fees are generally higher for foreign investments. In addition,
foreign governments may impose withholding taxes which would reduce the amount
of income available to distribute to shareholders. Other risks include the
following: possible delays in settlement of transactions; less publicly
available information about companies; the impact of political, social or
diplomatic events; and possible seizure, expropriation or nationalization of the
company or its assets.

___
2
<PAGE>

THE FUND Colonial Utilities Fund

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

[START SIDEBAR]--------------------------

UNDERSTANDING PERFORMANCE

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

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

The Fund's return is compared to the Dow
Jones Utilities Total Return Index, the
S&P 500 Index and the Lipper Utilities
Fund Average. Unlike the Fund, the
indexes do not incur fees or charges. It
is not possible to invest in the
indexes. The Lipper Average is the
average return of the funds included in
Lipper's Utility Fund category.

[END SIDEBAR]----------------------------

The bar chart and performance table below show the Fund's performance from year
to year by illustrating the Fund's total calendar-year returns for its Class A
shares. The performance table following the bar chart shows how the Fund's
average annual total returns for all share classes compare with those of a broad
measure of market performance for 1 year, 5 years and 10 years. The chart and
table are intended to illustrate some of the risks of investing in the Fund by
showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance.

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

Best quarter: __ quarter 199_, __%
Worst quarter: __ 199_, __%

[start bar chart]

[end bar chart]

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

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A (%)
- --------------------------------------------------------------------------------
Class B (%)
- --------------------------------------------------------------------------------
Class C (%)
- --------------------------------------------------------------------------------
Dow Jones
Utilities Total
Return Index (%) 18.88 12.27 11.74
- --------------------------------------------------------------------------------
S&P 500 Index (%) 28.74 24.08 19.20
- --------------------------------------------------------------------------------
Lipper Average (%) 18.30 13.37 14.21
</TABLE>

___
3
<PAGE>

- --------------------------------------------------------------------------------
THE FUND Colonial Utilities Fund
- --------------------------------------------------------------------------------

YOUR EXPENSES
- --------------------------------------------------------------------------------

[START SIDEBAR]--------------------------

UNDERSTANDING EXPENSES

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

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

Example Expenses helps you compare the
cost of investing in the Fund to the
cost of investing in other mutual funds.
The table does not take into account any
expense reduction arrangements discussed
in the footnotes to the Annual Fund
Operating Expenses table. It uses the
following hypothetical conditions:

[bullet] $10,000 initial investment

[bullet] 5% total return for each year

[bullet] Fund operating expenses remain
the same

[bullet] No expense reductions in effect

[END SIDEBAR]----------------------------

Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund. These tables do not take into account any
expense reduction arrangements, and therefore may not reflect the actual
expenses of the Fund.

- --------------------------------------------------------------------------------
Shareholder Fees(1)(2) (paid directly from your investment)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 5.75 0.00 0.00
- -------------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering
price) 1.00(3) 5.00 1.00
</TABLE>

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

<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Management fee (%) 0.65 0.65 0.65
- --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
- --------------------------------------------------------------------------------
Other expenses (%) 0.29 0.29 0.29
- --------------------------------------------------------------------------------
Total annual fund operating expenses (%) 1.19 1.94 1.94
</TABLE>

- --------------------------------------------------------------------------------
Example Expenses (your actual costs may be higher or lower)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Class 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class A $ $ $ $
-------------------------------------------------------------------------------
Class B: did not sell your shares $ $ $ $

sold all your shares at $ $ $ $
the end of the period
-------------------------------------------------------------------------------
Class C: did not sell your shares $ $ $ $

sold all your shares at $ $ $ $
the end of the period
</TABLE>

(1) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.

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

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

___
4
<PAGE>
- --------------------------------------------------------------------------------
Your Account
- --------------------------------------------------------------------------------

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

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

[START SIDEBAR]--------------------------

<TABLE>
<CAPTION>
INVESTMENT MINIMUMS(1)

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

[END SIDEBAR]----------------------------

- --------------------------------------------------------------------------------
Outlined below are various ways you can purchase shares:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your Your financial advisor can help you establish your account
financial advisor and buy Fund shares on your behalf.
- -------------------------------------------------------------------------------
By check For new accounts, send a completed application and check
(new account) made payable to the Fund to the transfer agent, Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- -------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional
(existing account) investment stub included in your quarterly statement, or
send a letter of instruction including your Fund name and
account number with a check made payable to the Fund to
Liberty Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- -------------------------------------------------------------------------------
By exchange You may purchase shares by exchanging from an existing
fund into the same share class of another fund at no
additional cost. To exchange by telephone, call
1-800-422-3737.
- -------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank
account to your fund account. To wire funds to your fund
account, call 1-800-422-3737 to obtain a control number
and the wiring instructions.
- -------------------------------------------------------------------------------
By electronic You may purchase shares by electronically transferring
funds transfer money from your bank account to your fund account by
(EFT) calling 1-800-422-3737. Your money may take up to two
business days to arrive. You must set up this feature
prior to your telephone request. Be sure to complete the
appropriate section of the application.
- -------------------------------------------------------------------------------
Automatic You can make monthly or quarterly investments
investment plan automatically from your bank account to your fund account
You can select a pre-authorized amount to be sent via
electronic funds transfer (EFT). Be sure to complete the
appropriate section of the application for this feature.
- -------------------------------------------------------------------------------
By dividend Dividends distributed by one fund can be automatically
diversification invested into the same class of shares of another fund at
no additional sales charge. To invest your dividends in
another fund, call 1-800-345-6611.
</TABLE>

(1) The Fund reserves the right to change the investment minimums. The Fund also
reserves the right to refuse a purchase order for any reason, including if
it believes that doing so would be in the best interest of the Fund and its
shareholders.

___
5
<PAGE>

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

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

[START SIDEBAR]--------------------------

CHOOSING A SHARE CLASS

[END SIDEBAR]----------------------------

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

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

<TABLE>
<CAPTION>
% of
offering
Amount of Purchase As a % of price
the Public As a % retained by
Offering of your financial
Price (POP) investment advisor firm
<S> <C> <C> <C>
Less than $50,000 4.75 4.99 4.25
- -------------------------------------------------------------------------------
$50,000 to less than $100,000 4.50 4.71 4.00
- -------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 3.00
- -------------------------------------------------------------------------------
$250,000 to less than $500,000 2.50 2.56 2.00
- -------------------------------------------------------------------------------
$500,000 to less than $1,000,000 2.00 2.04 1.75
- -------------------------------------------------------------------------------
$1,000,000 or more(1) 0.00 0.00 0.00
- -------------------------------------------------------------------------------
</TABLE>

(1) Redemptions from Class A share accounts with shares valued between $1
million and $5 million may be subject to a CDSC. Class A share purchases
that bring your account value above $1 million are subject to a 1% CDSC if
redeemed within 18 months of their purchase date. The 18-month period
begins on the first day of the month following each purchase.

___
6
<PAGE>

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

[START SIDEBAR]--------------------------

UNDERSTANDING CONTINGENT
DEFERRED SALES CHARGES (CDSC)

Certain investments in Class A, B and C
shares are subject to a contingent
deferred sales charge (CDSC). You will
pay the CDSC only on shares you sell
within a certain amount of time after
purchase. The CDSC generally declines
each year until there is no charge for
selling shares. The CDSC is applied to
the NAV at the time of purchase or sale,
whichever is lower. Shares you purchase
with reinvested dividends or capital
gains are not subject to a CDSC. When
you place an order to sell shares, the
Fund will automatically sell first those
shares not subject to a CDSC and then
those you have held the longest. This
policy helps reduce and possibly
eliminate the potential impact of the
CDSC.

[END SIDEBAR]----------------------------

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

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

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

Reduced Sales Charges for Larger Investments There are two ways for you to pay
a lower sales charge when purchasing Class A shares. The first is through Rights
of Accumulation. If the combined value of the Fund accounts maintained by you,
your spouse or your minor children reaches a discount level (according to the
chart on the previous page), your next purchase will receive the lower sales
charge. The second is by signing a Statement of Intent within 90 days of opening
your account. By doing so, you would be able to pay the lower sales charge on
all purchases by agreeing to invest a total of at least $50,000 within 13
months. If your Statement of Intent purchases are not completed within 13
months, you will be charged the applicable sales charge. In addition, certain
investors may purchase shares at a reduced sales charge or net asset value
(NAV). See the Statement of Additional Information for a description of these
situations.

___
7
<PAGE>

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

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

<TABLE>
<CAPTION>
% deducted when
Holding period after purchase shares are sold
<S> <C>
Through first year 5.00
- ----------------------------------------------------------
Through second year 4.00
- ----------------------------------------------------------
Through third year 3.00
- ----------------------------------------------------------
Through fourth year 3.00
- ----------------------------------------------------------
Through fifth year 2.00
- ----------------------------------------------------------
Through sixth year 1.00
- ----------------------------------------------------------
Longer than six years 0.00
</TABLE>

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

<TABLE>
<CAPTION>
Years after purchase % deducted when shares are sold
- ------------------------------------------------------------------
<S> <C>
Through first year 1.00
- ------------------------------------------------------------------
Longer than one year 0.00
</TABLE>

___
8
<PAGE>

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

HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
You may exchange your shares for shares of the same share class of another fund
at NAV. If your shares are subject to a CDSC, you will not be charged a CDSC
upon the exchange. However, when you sell the shares acquired through the
exchange, the shares sold may be subject to a CDSC, depending upon when you
originally purchased the shares you exchanged. For purposes of computing the
CDSC, the length of time you have owned your shares will be computed from the
date of your original purchase and the applicable CDSC will be the CDSC of the
original fund. Unless your account is part of a tax-deferred retirement plan, an
exchange is a taxable event. Therefore, you may realize a gain or a loss for tax
purposes. The Fund may terminate your exchange privilege if the advisor
determines that your exchange activity is likely to adversely impact the
advisor's ability to manage the Fund. To exchange by telephone, call
1-800-422-3737.

When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In good form means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, good
form means (i) your letter has complete instructions, the proper signatures and
signature guarantees, (ii) you have included any certificates for shares to be
sold and (iii) any other required documents are attached. Retirement Plan
accounts have special requirements. Please call 1-800-799-7526 for more
information.

___
9
<PAGE>

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

Outlined below are the various options for selling shares:

<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your You may call your financial advisor to place your sell
financial advisor order. To receive the current trading day's price, your
financial advisor firm must receive your request prior to
the close of the NYSE, usually 4:00 p.m.
- --------------------------------------------------------------------------------
By exchange You may purchase shares by exchanging from an existing
fund into the same share class of another fund at no
additional cost. To exchange by telephone, call
1-800-422-3737.
- --------------------------------------------------------------------------------
By telephone You may sell shares by telephone and request that a check
be sent to your address of record by calling
1-800-422-3737. The dollar limit for telephone sales is
$100,000 in a 30-day period. You do not need to set up
this feature in advance of your call.
- --------------------------------------------------------------------------------
By mail You may send a signed letter of instruction (LOI) or stock
power form along with any certificates to be sold to the
address below. In your LOI, note your fund's name, share
class, account number, and the dollar value or number of
shares you wish to sell. All account owners must sign the
letter, and signatures must be guaranteed by either a
bank, a member firm of a national stock exchange or
another eligible guarantor institution. Additional
documentation is required for sales by corporations,
agents, fiduciaries, surviving joint owners and individual
retirement account (IRA) owners. For details, call
1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O. Box
1722, Boston, MA 02105-1722
- --------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be wired
to your bank. You must set up this feature prior to your
telephone request. Be sure to complete the appropriate
section of the account application for this feature.
- --------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be
funds transfer electronically transferred to your bank. Proceeds may take
up to two business days to be received by your bank. You
must set up this feature prior to your request. Be sure to
complete the appropriate section of the account
application for this feature.
</TABLE>

DISTRIBUTION AND SERVICE FEES
- --------------------------------------------------------------------------------
The Fund has adopted a plan under Rule 12b-1 that permits it to pay marketing
and other fees to support the sale and distribution of Class A, B and C shares
and the services provided to you by your financial advisor. These annual
distribution and service fees may equal up to 0.25% for Class A shares and 1.00%
for each of Class B and Class C shares and are paid out of the assets of these
classes. Over time, these fees will increase the cost of your shares and may
cost you more than paying other types of sales charges.(1)

(1) Class B shares automatically convert to Class A after eight years,
eliminating the distribution fee.
___
10
<PAGE>

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

OTHER INFORMATION ABOUT YOUR ACCOUNT
- --------------------------------------------------------------------------------
How the Fund's Share Price is Determined The price of each class of the Fund's
shares is based on its NAV. The NAV is determined at the close of the NYSE,
usually 4:00 p.m. Eastern time, on each business day that the NYSE is open
(typically Monday through Friday).

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

You can find the daily price of many share classes for the Fund in most major
daily newspapers. You can find daily prices for all share classes by visiting
the Fund's web site at www.libertyfunds.com.

Account Fees If your account value falls below $1,000 (other than as a result
of depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Fund's transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring the
value above $1,000 prior to the fee date, the fee will not be deducted.

___
11
<PAGE>

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

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

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

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

[start side bar]
UNDERSTANDING FUND
DISTRIBUTIONS

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

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

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

Reinvest all distributions in additional shares of your current fund
- --------------------------------------------------------------------------------
Reinvest all distributions in shares of another fund
- --------------------------------------------------------------------------------
Receive dividends in cash and reinvest capital gains(2)
- --------------------------------------------------------------------------------
Receive all distributions in cash and(2)

[bullet] send the check to your address of record

[bullet] send the check to a third party address

[bullet] transfer the money to your bank via electronic funds transfer (EFT)

Tax Consequences Regardless of whether you receive your distributions in cash
or reinvest them in additional Fund shares, all Fund distributions are subject
to federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.

In general, any dividends and short-term capital gains distributions are taxable
as ordinary income. Distributions of other capital gains are generally taxable
as capital gains. You will be provided each year with the amount of ordinary
income and capital gains distributed to you for the previous year and any
portion of your distributions which are exempt from state and local taxes. Your
investment in the Fund may have additional personal tax implications. Please
consult your tax advisor on state, local or other applicable tax laws.

In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund.

(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the Fund.

(2) Distributions of $10 or less will automatically be reinvested in additional
Fund shares. If you elect to receive distributions by check and the check
is returned as undeliverable, or if you do not cash a distribution check
within six months of the check date, the distribution will be reinvested in
additional shares of the Fund.

___
12
<PAGE>

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

INVESTMENT ADVISOR
- --------------------------------------------------------------------------------
Colonial Management Associates, Inc. (Colonial), located at One Financial
Center, Boston, MA 02111 is the Fund's investment advisor. In its duties as
investment advisor, Colonial runs the Fund's day-to day business. Colonial uses
the trading facilities of its affiliate, Stein Roe & Farnham Incorporated (Stein
Roe) in placing all orders for the purchase and sale of the Fund's portfolio
securities. Colonial has been an investment advisor since 1931. As of December
31, 1998, Colonial managed over $__ billion in assets.

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

For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.__% of average daily net assets of the Fund.

PORTFOLIO MANAGERS
- --------------------------------------------------------------------------------
Ophelia Barsketis, Senior Vice President of Stein Roe and a joint employee of
Colonial, has co-managed the Fund since July, 1998. Ms. Barsketis joined Stein
Roe in 1983 and progressed through a variety of equity analyst positions before
assuming her current responsibilities.

Deborah A. Jansen, Senior Vice President of Stein Roe and a joint employee of
Colonial, has co-managed the Fund since July, 1998. Ms. Jansen joined Stein Roe
in 1987 and served as an associate economist and senior economist before
assuming her current responsibilities. Ms. Jansen left the Advisor in January,
1995 and returned to her position as Vice President in March, 1996. From June 5,
1995 through June 30, 1995, Ms. Jansen was a Senior Equity Research Analyst for
BancOne Investment Advisers Corporation.

YEAR 2000 COMPLIANCE
- --------------------------------------------------------------------------------
Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's advisor,
distributor, and transfer agent "Liberty Companies" are taking steps that they
believe are reasonably designed to address the Year 2000 Problem, including
working with vendors who furnish services, software and systems to the Funds, to
provide that date-related information and data can be properly processed after
January 1, 2000. Many Fund service providers and vendors, including the Liberty
Companies, are in the process of making Year 2000 modifications to their
software and systems and believe that such modifications will be completed on a
timely basis prior to January 1, 2000. However, no assurances can be given that
all modifications required to ensure proper data processing and calculation on
and after January 1, 2000 will be timely made or that services to the Fund will
not be adversely affected.

___
13
<PAGE>

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

The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from December 1 to November 30. The total returns in the table
represent the rate that an investor would have earned (or lost) on an investment
in the Fund (assuming all dividends and distributions were reinvested). This
information has been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report, along with the Fund's financial statements, is
included in the Fund's annual report. You can request a free annual report by
calling 1-800-426-3750.

- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended August 31
1998 1997 1996
Class A Class B Class C Class A Class B Class C Class A Class B Class C
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period
- -----------------------------------------------------------------------------------------------------------------------------------
Income from Investment
Operations

Net investment income(a)
- -----------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
Total from investment
Operations
===================================================================================================================================
Less Distributions Declared to
Shareholders

From net investment income
- -----------------------------------------------------------------------------------------------------------------------------------
Total Distributions Declared to
Shareholders
===================================================================================================================================
Net asset value --
End of period
- -----------------------------------------------------------------------------------------------------------------------------------
Total return (c)(d)
===================================================================================================================================
Ratios to average net assets

Expenses
- -----------------------------------------------------------------------------------------------------------------------------------
Net investment income
- -----------------------------------------------------------------------------------------------------------------------------------
Fees and expenses waived or
borne by the Advisor
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of period
(000)
- -----------------------------------------------------------------------------------------------------------------------------------
(a) Net of fees and expenses
waived or borne by the
Advisor which amounted to:
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(b)

(c)

(d)

(e)

(f)

(g)

___
14
<PAGE>

Financial Highlights
- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended August 31
1995 1994
Class A Class B Class C Class A Class B Class C
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period
- ---------------------------------------------------------------------------------------------------
Income from Investment
Operations

Net investment income(a)
- ---------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(Loss)
- ---------------------------------------------------------------------------------------------------
Total from investment
Operations
===================================================================================================
Less Distributions Declared to
Shareholders

From net investment income
- ---------------------------------------------------------------------------------------------------
Total Distributions Declared to
Shareholders
===================================================================================================
Net asset value --
End of period
- ---------------------------------------------------------------------------------------------------
Total return (c)(d)
===================================================================================================
Ratios to average net assets

Expenses
- ---------------------------------------------------------------------------------------------------
Net investment income
- ---------------------------------------------------------------------------------------------------
Fees and expenses waived or
borne by the Advisor
- ---------------------------------------------------------------------------------------------------
Portfolio turnover
- ---------------------------------------------------------------------------------------------------
Net assets at end of period
(000)
- ---------------------------------------------------------------------------------------------------
(a) Net of fees and expenses
waived or borne by the
Advisor which amounted to:
- ---------------------------------------------------------------------------------------------------
</TABLE>

(b)

(c)

(d)

(e)

(f)

(g)

___
15

<PAGE>

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

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

___
16

<PAGE>

| Notes
|
------------------------------------------------

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

___
17

<PAGE>

| Notes
|
------------------------------------------------

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

___
18

<PAGE>

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

You may wish to read the Statement of Additional Information (SAI) for more
information on the Fund and the securities in which it invests. The SAI is
incorporated into this prospectus by reference, which means that it is
considered to be part of this prospectus.

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

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

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

You can also obtain copies upon payment of a duplicating fee, by writing or
calling the:

Public Reference Room
Securities and Exchange Commission
Washington, DC, 20549-6009
1-800-SEC-0330

Investment Company Act file numbers:

Colonial Trust IV: 811-2865

[bullet] Colonial Utilities Fund

- --------------------------------------------------------------------------------
[Liberty logo] L I B E R T Y
COLONIAL [bullet] CRABBE HUSON [bullet] NEWPORT [bullet] STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (C) 1998
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com

XX-OO/000X-0000 X (1/99)
<PAGE>

COLONIAL TRUST IV
-----------------

Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------

Colonial Utilities Fund
-----------------------

Class Z
-------

Item Number of Form N-1A Prospectus Location or Caption
- ------------------------ ------------------------------

<TABLE>
<CAPTION>
Part A
- ------

<S> <C>
1. Front Cover Page; Back Cover Page

2. The Fund

3. The Fund

4. The Fund

5. Not Applicable

6. Front Cover Page; Managing the Fund; Your Account

7. Your Account

8. The Fund; Your Account

9. Financial Highlights
</TABLE>

<PAGE>

[bullet] COLONIAL UTILITIES FUND, CLASS Z SHARES

Class Z shares of the Fund may be purchased only by other investment companies
managed by affiliates of the Advisor.

Advised by Colonial Management Associates, Inc.

Although these securities have been
registered with the Securities and
Exchange Commission, the Commission has
not approved any shares offered in this
prospectus or determined whether this
prospectus is accurate or complete. Any
representation to the contrary is a
criminal offense.

NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE

- --------------------------------------------------------------------------------
T A B L E O F C O N T E N T S

YOUR ACCOUNT
- ---------------------------------------
How to Buy Shares .....................
How to Exchange Shares ................
How to Sell Shares ....................
Other Information About Your Account ..

MANAGING THE FUND
- ---------------------------------------
Investment Advisor ....................
Portfolio Managers ....................
Year 2000 Compliance ..................

</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
THE FUND Colonial Utilities Fund
- --------------------------------------------------------------------------------

[START SIDEBAR]--------------------------

UTILITY COMPANIES

Utility companies in which the Fund may
invest include 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. They also include companies
engaged in telecommunications, including
telephone, telegraph, satellite,
microwave and other communications
media.

[END SIDEBAR]----------------------------

___
2

<PAGE>

- --------------------------------------------------------------------------------
The Fund Colonial Utilities Fund
- --------------------------------------------------------------------------------

PERFORMANCE HISTORY(1)
- --------------------------------------------------------------------------------
The bar chart and performance table below show the Fund's performance from year
to year by illustrating the Fund's total calendar-year returns for its Class A
shares. The performance table following the bar chart shows how the Fund's
average annual total returns for all share classes compare with those of a broad
measure of market performance for 1 year, 5 years and 10 years. The chart and
table are intended to illustrate some of the risks of investing in the Fund by
showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance.

[start side bar]
UNDERSTANDING PERFORMANCE

CALENDAR-YEAR TOTAL RETURN shows the
Fund's Class A share performance for each
complete calendar year since it commenced
operations. It includes the effects of Fund
expenses but not the effect of sales
charges.

AVERAGE ANNUAL TOTAL RETURN is a measure
of the Fund's performance over the past
one-, five- and ten-year periods. It includes
the effects of Fund expenses. The table
shows Class A returns with sales charges.

The Fund's return is compared to the Dow
Jones Utilities Total Return Index, the S&P
500 Index and the Lipper Utilities Fund
Average. Unlike the Fund, the indexes do
not incur fees or charges. It is not possible
to invest in the indexes. The Lipper Average
is the average return of the funds included
in Lipper's Utility Fund category.
[end sidebar]

[start bar chart]

Best quarter: __ quarter 199_, ___%
Worst quarter: __ quarter 199_, ___%

[end bar chart]

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A (%)
- --------------------------------------------------------------------------------
Dow Jones
Utilities Total
Return Index (%) 18.88 12.27 11.74
- --------------------------------------------------------------------------------
S&P 500 Index (%) 28.74 24.08 19.20
- --------------------------------------------------------------------------------
Lipper Average (%) 18.30 13.37 14.21
</TABLE>

(1) The Fund first offered Class Z shares on January 25, 1999. Therefore the
Fund does not have available performance history for at least one calendar
year. Performance history is shown for the Class A shares of the Fund
which are offered in a separate prospectus. Performance history of Class Z
shares would have substantially similar performance history because they
are invested in the same portfolio of securities. Annual returns would
differ only to the extent that Class A and Class Z have different expenses.

___
3
<PAGE>

THE FUND Colonial Utilities Fund

YOUR EXPENSES
- --------------------------------------------------------------------------------

[START SIDEBAR]--------------------------

UNDERSTANDING EXPENSES

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

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

Example Expenses helps you compare the
cost of investing in the Fund to the
cost of investing in other mutual funds.
The table does not take into account any
expense reduction arrangements discussed
in the footnotes to the Annual Fund
Operating Expenses table. It uses the
following hypothetical conditions:

[bullet] $10,000 initial investment

[bullet] 5% total return for each year

[bullet] Fund operating expenses remain
the same

[bullet] No expense reductions in effect

[END SIDEBAR]----------------------------

Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund. These tables do not take into account any
expense reduction arrangements, and therefore may not reflect the actual
expenses of the Fund.

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

<TABLE>
<CAPTION>
Class Z
<S> <C>
Management fee (%) 0.65
- --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.00
- --------------------------------------------------------------------------------
Other expenses (3) (%) 0.29
- --------------------------------------------------------------------------------
Total annual fund operating expenses (%) 0.94
</TABLE>

<TABLE>
<CAPTION>
Class 1 Year 3 Years
<S> <C> <C>
Class Z $ $
</TABLE>

(1) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.

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

(3) Other expenses are estimated based on Class A shares.

___
4
<PAGE>

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

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

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

<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your Your financial advisor can help you establish your account
financial advisor and buy Fund shares on your behalf.
- -------------------------------------------------------------------------------
By check For new accounts, send a completed application and check
(new account) made payable to the Fund to the transfer agent, Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- -------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional
account) (existing investment stub included in your quarterly
statement, or send a letter of instruction including your
Fund name and account number with a check made payable to
the Fund to Liberty Funds Services, Inc., P.O. Box 1722,
Boston, MA 02105-1722.
- -------------------------------------------------------------------------------
By exchange You may purchase shares by exchanging from an existing
fund into the same share class of another fund at no
additional cost. To exchange by telephone, call
1-800-422-3737.
- -------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank
account to your fund account. To wire funds to your fund
account, call 1-800-422-3737 to obtain a control number
and the wiring instructions.
- -------------------------------------------------------------------------------
By electronic You may purchase shares by electronically transferring
funds transfer money from your bank account to your fund account by
(EFT) calling 1-800-422-3737. Your money may take up to two
business days to arrive. You must set up this feature
prior to your telephone request. Be sure to complete the
appropriate section of the application.
- -------------------------------------------------------------------------------
Automatic You can make monthly or quarterly investments
investment plan automatically from your bank account to your fund account.
You can select a pre-authorized amount to be sent via
electronic funds transfer (EFT). Be sure to complete the
appropriate section of the application for this feature.
- -------------------------------------------------------------------------------
By dividend Dividends distributed by one fund can be automatically
diversification invested into the same class of shares of another fund at
no additional sales charge. To invest your dividends in
another fund, call 1-800-345-6611.
</TABLE>

(1) The Fund reserves the right to refuse a purchase order for any reason,
including if it believes that doing so would be in the best interest of the
Fund and its shareholders.

___
5
<PAGE>

Your Account

HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
You may exchange your shares for shares of the Class Z or Class A shares of
another fund at NAV. Unless your account is part of a tax-deferred retirement
plan, an exchange is a taxable event. Therefore, you may realize a gain or a
loss for tax purposes. The Fund may terminate your exchange privilege if the
advisor determines that your exchange activity is likely to adversely impact the
advisor's ability to manage the Fund. To exchange by telephone, call
1-800-422-3737.

When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In "good form" means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, good
form means (i) your letter has complete instructions, the proper signatures and
signature guarantees, (ii) you have included any certificates for shares to be
sold and (iii) any other required documents are attached. Retirement Plan
accounts have special requirements. Please call 1-800-799-7526 for more
information.

___
6
<PAGE>

Your Account

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

<TABLE>
<CAPTION>
Method Instructions

<S> <C>
Through your You may call your financial advisor to place your sell
financial advisor order. To receive the current trading day's price, your
financial advisor firm must receive your request prior to
the close of the NYSE, usually 4:00 p.m.
- -------------------------------------------------------------------------------
By exchange You may purchase shares by exchanging from an existing
fund into the Class Z or Class A shares of another fund at
no additional cost. To exchange by telephone, call
1-800-422-3737.
- -------------------------------------------------------------------------------
By telephone You may sell shares by telephone and request that a check
be sent to your address of record by calling
1-800-422-3737. The dollar limit for telephone sales is
$100,000 in a 30-day period. You do not need to set up
this feature in advance of your call.
- -------------------------------------------------------------------------------
By mail You may send a signed letter of instruction (LOI) or stock
power form to the address below. In your LOI, note your
fund's name, share class, account number, and the dollar
value or number of shares you wish to sell. All account
owners must sign the letter, and signatures must be
guaranteed by either a bank, a member firm of a national
stock exchange or another eligible guarantor institution.
Additional documentation is required for sales by
corporations, agents, fiduciaries, surviving joint owners
and individual retirement account (IRA) owners. For
details, call 1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O. Box
1722, Boston, MA 02105-1722
- -------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be wired
to your bank. You must set up this feature prior to your
telephone request. Be sure to complete the appropriate
section of the account application for this feature.
- -------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be
funds transfer electronically transferred to your bank. Proceeds may take
up to two business days to be received by your bank. You
must set up this feature prior to your request. Be sure to
complete the appropriate section of the account
application for this feature.
</TABLE>

OTHER INFORMATION ABOUT YOUR ACCOUNT
- --------------------------------------------------------------------------------
How the Fund's Share Price is Determined The price of the Fund's Class Z shares
is based on its NAV. The NAV is determined at the close of the NYSE, usually
4:00 p.m. Eastern time on each business day that the NYSE is open (typically
Monday through Friday).

When you request a transaction, it will be processed at the NAV next determined
after your request is received in good form by LFD. In most cases, in order to
receive that day's price, LFD must receive your order before that day's
transactions are processed. If you request a transaction through your financial
advisor's firm, the firm must receive your order by the close of trading on the
NYSE to receive that day's price.

___
7
<PAGE>

Your Account

[START SIDEBAR]--------------------------

UNDERSTANDING FUND
DISTRIBUTIONS

[END SIDEBAR]----------------------------

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

You can find the daily price of many share classes for the Fund in most major
daily newspapers. You can find daily prices for Class Z shares by visiting the
Fund's web site at www.libertyfunds.com.

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

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

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

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

___
8
<PAGE>

Your Account

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

[bullet] send the check to your address of record

[bullet] send the check to a third party address

[bullet] transfer the money to your bank via electronic funds transfer (EFT)

Tax Consequences Regardless of whether you receive your distributions in cash
or reinvest them in additional Fund shares, all Fund distributions are subject
to federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.

In general, any dividends and short-term capital gains distributions are taxable
as ordinary income. Distributions of other capital gains are generally taxable
as capital gains. You will be provided each year with the amount of ordinary
income and capital gains distributed to you for the previous year and any
portion of your distributions which are exempt from state and local taxes. Your
investment in the Fund may have additional personal tax implications. Please
consult your tax advisor on state, local or other applicable tax laws.

In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund.

(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the Fund.

(2) Distributions of $10 or less will automatically be reinvested in additional
Fund shares. If you elect to receive distributions by check and the check
is returned as undeliverable, or if you do not cash a distribution check
within six months of the check date, the distribution will be reinvested in
additional shares of the Fund.

___
9
<PAGE>

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

INVESTMENT ADVISOR
- --------------------------------------------------------------------------------
Colonial Management Associates, Inc. (Colonial), located at One Financial
Center, Boston, MA 02111 is the Fund's investment advisor. In its duties as
investment advisor, Colonial runs the Fund's day-to day business. Colonial uses
the trading facilities of its affiliate, Stein Roe & Farnham Incorporated (Stein
Roe) in placing all orders for the purchase and sale of the Fund's portfolio
securities. Colonial has been an investment advisor since 1931.
As of December 31, 1998, Colonial managed over $__ billion in assets.

For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.__% of average daily net assets of the Fund.

YEAR 2000 COMPLIANCE
- --------------------------------------------------------------------------------
Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's advisor,
distributor, and transfer agent ("Liberty Companies") are taking steps that they
believe are reasonably designed to address the Year 2000 Problem, including
working with vendors who furnish services, software and systems to the Funds, to
provide that date-related information and data can be properly processed after
January 1, 2000. Many Fund service providers and vendors, including the Liberty
Companies, are in the process of making Year 2000 modifications to their
software and systems and believe that such modifications will be completed on a
timely basis prior to January 1, 2000. However, no assurances can be given that
all modifications required to ensure proper data processing and calculation on
and after January 1, 2000 will be timely made or that services to the Fund will
not be adversely affected.
___
10
<PAGE>

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

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

___
11

<PAGE>

| Notes
|
------------------------------------------------

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

___
12

<PAGE>

| Notes
|
------------------------------------------------

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

___
13

<PAGE>

FOR MORE INFORMATION
- --------------------------------------------------------------------------------

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

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

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

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

You can also obtain copies upon payment of a duplicating fee, by writing or
calling the:

Public Reference Room
Securities and Exchange Commission
Washington, DC, 20549-6009
1-800-SEC-0330

Investment Company Act file numbers:

Colonial Trust IV: 811-2865

[bullet] Colonial Utilities Fund

XX-OO/000X-0000 X (1/99)
<PAGE>

COLONIAL TRUST IV
-----------------
Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------

Colonial Tax-Exempt Fund
------------------------

Colonial Tax-Exempt Insured Fund
--------------------------------

Colonial Intermediate Tax-Exempt Fund
-------------------------------------

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

<TABLE>
<CAPTION>
Part B
- ------

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

11. Organization and History

12. Investment Objectives and Policies; Fundamental Investment
Policies; Other Investment Policies; Miscellaneous
Investment Practices

13. Fund Charges and Expenses

14. Fund Charges and Expenses

15. Fund Charges and Expenses

16. Fund Charges and Expenses; Management of the Funds

17. Organization and History; Fund Charges and Expenses;
Shareholder Meetings; Shareholder Liability

18. 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

19. Taxes

20. Fund Charges and Expenses; Management of the Funds

21. Fund Charges and Expenses; Investment Performance;
Performance Measures

22. Independent Accountants
</TABLE>

<PAGE>

COLONIAL TAX-EXEMPT FUND
COLONIAL TAX-EXEMPT INSURED FUND
COLONIAL INTERMEDIATE TAX-EXEMPT FUND
Statement of Additional Information

March 30, 1999

This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectus of Colonial
Tax-Exempt Fund, Colonial Tax-Exempt Insured Fund and Colonial Intermediate
Tax-Exempt Fund (each a Fund and, collectively, the 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 30, 1999. This SAI should be read
together with the Prospectus and the Funds' most recent Annual Report dated
November 30, 1998. Investors may obtain a free copy of the Prospectus and Annual
Report from Liberty Funds 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 funds distributed by LFDI generally and
additional information about certain securities and investment techniques
described in the Funds' Prospectus.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Part 1 Page
<S>
<C>
Definitions
Organization and History
Investment Objectives and Policies
Fundamental Investment Policies
Other Investment Policies
Fund Charges and Expenses
Investment Performance
Custodian
Independent Accountants

Part 2

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

</TABLE>

TE-
a

<PAGE>

Part 1

COLONIAL TAX-EXEMPT FUND
COLONIAL TAX-EXEMPT INSURED FUND
COLONIAL INTERMEDIATE TAX-EXEMPT FUND
Statement of Additional Information

March 30, 1999

<TABLE>
<CAPTION>
DEFINITIONS
<S> <C>
"Trust" Colonial Trust IV
"Fund" or "Tax-Exempt Fund" Colonial Tax-Exempt Fund
"Fund" or "Insured Fund" Colonial Tax-Exempt Insured Fund
"Fund" or "Intermediate Fund" Colonial Intermediate Tax-Exempt Fund
"Advisor" Colonial Management Associates, Inc.,
the Funds' investment Advisor
"LFDI" Liberty Funds Distributor, Inc., the Funds'
distributor
"LFSI" Liberty Funds Services, Inc., the Funds'
investor services and transfer agent
</TABLE>

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 Fund and any other series of the Trust that may
be in existence from time to time generally vote together except when required
by law to vote separately by fund or by class. Shareholders owning in the
aggregate ten percent of Trust shares may call meetings to consider removal of
Trustees. Under certain circumstances, the Trust will provide information to
assist shareholders in calling such a meeting. See Part 2 of this Statement of
Additional Information for more information.

INVESTMENT OBJECTIVES AND POLICIES

The Prospectus describes the Funds' investment objectives 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 utilized by the Fund;

Short-Term Trading
Zero Coupon Securities
Lower Rated Bonds (Tax-Exempt Fund)
Forward Commitments
Repurchase Agreements
Options on Securities
Futures Contracts and Related Options
Inverse Floating Obligations
Pay-In-Kind (PIK) Securities
Participation Interests
Stand-by Commitments

Except as indicated below under "Fundamental Investment Policies," the Funds'
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.

Each Fund may:

1. Borrow from banks, other affiliated funds and other entities to the extent
permitted by applicable law, provided that the Fund's borrowings shall not
exceed 33 1/3% of the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings) or such other percentage
permitted by law;

2. 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 (a) through lending of securities, (b) through the purchase of
debt instruments or similar evidences of indebtedness typically sold
privately to financial institutions, (c) through an interfund lending program
with other affiliated funds provided that no such loan may be made if, as a
result, the aggregate of such loan would exceed 33 1/3% of the value of its
total assets (taken at market value would at the time of such loans) and (d)
through repurchase agreements;

<PAGE>

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 a Fund would own more than 10% of the
outstanding voting shares of such issuer; and
7. Under normal circumstances, invest at least 80% of its total assets in
tax-exempt bonds.

In addition to the above listed fundamental investment policies, the Tax-Exempt
Fund and the Insured Fund also may:

8. Only own real estate acquired as the result of owning securities and not more
than 5% of total assets; and

OTHER INVESTMENT POLICIES

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; and
2. Have a short securities position, unless a 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.

Notwithstanding the investment policies and restrictions of the Funds, each Fund
may invest all or a portion of its investable assets in investment companies
with substantially the same investment objectives, policies and restrictions as
the Fund.

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.

FUND CHARGES AND EXPENSES

Under the Tax-Exempt Fund and the Insured Fund's Management Agreement, the Trust
pays the Advisor a monthly fee based on the average daily net assets allocated
among the Tax-Exempt Fund, Insured Fund and Colonial High Yield Municipal Fund
at the following annual rates (subject to any reductions that the Advisor may
agree to periodically):

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

Effective July 1, 1995, the management fee applicable to the Tax-Exempt 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
Tax-Exempt Fund was made based on the following schedule:

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

Under the Intermediate Fund's Management Agreement, the Fund pays the Advisor 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 rate of 0.55% (subject to
any reductions that the Advisor may agree to periodically).

Recent Fees paid to the Advisor, LFDI and LFSI (dollars in thousands)

<PAGE>

<TABLE>
<CAPTION>
Tax-Exempt Fund
Years ended November 30
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $15,212 $17,385
Bookkeeping fee 758 763
Shareholder service and transfer agent fee 4,747 5,532
12b-1 fees:
Service fee (Classes A, B and C)(a) 7,576 8,365
Distribution fee (Class B) 2,984 3,317
Distribution fee (Class C) (b) ------

Insured Fund
Years ended November 30
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $ 1,294 $1,475
Bookkeeping fee 91 103
Shareholder service and transfer agent fee 368 430
12b-1 fees:
Service fee (Classes A, B and C)(a) 579 666
Distribution fee (Class B) 309 350
Distribution fee (Class C) (b) ------

Intermediate Fund
Years ended November 30
-----------------------
<S> <C> <C> <C>
Management fee 1998 $123 $145
Bookkeeping fee 27 27
Shareholder services and transfer agent fee 37 42
12b-1 fees:
Service fee (Classes A, B and C)(a) 44 53
Distribution fee (Class B) 75 89
Distribution fee (Class C) (b) -------
Fees and expenses waived or
borne by the Advisor (188) (190)
</TABLE>

(a) Class C shares were first offered on August 1, 1997.
(b) Rounds to less than one.

Brokerage Commissions (dollars in thousands)

<TABLE>
<CAPTION>
Tax-Exempt Fund
Years ended November 30
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Total Commissions $155 $49

Insured Fund
Years ended November 30
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Total commissions $12 $2

Intermediate Fund
Years ended November 30
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Total commissions $12 $2
</TABLE>

<PAGE>

Trustees and Trustees' Fees

For the fiscal year ended November 30, 1998 and the calendar year ended December
31, 1998, the Trustees received the following compensation for serving as
Trustees (c):

Aggregate Total Compensation From
Compensation Aggregate Aggregate Trust and Fund Complex
From Tax-Exempt Compensation Compensation Paid To The Trustees
Fund For The Fiscal From Insured Fund For From Intermediate Fund For For The Calendar Year
Trustee Year Ended November The Fiscal Year Ended The Fiscal Year Ended Ended December 31,
30, 1998 November 30, 1998 November 30, 1998 1998(d)
<S> <C> <C> <C> <C>
Robert J. Birnbaum $ $ $ $ 99,429
Tom Bleasdale (e) (f) (g) 102,000(h)
John V. Carberry(i) --- --- --- ---(j)
Lora S. Collins 97429
James E. Grinnell (k) (l) (lm) 103,071()
William D. Ireland, Jr.(n) 35,333
Richard W. Lowry 98,214
Salvatore Macera(i) --- --- --- 15,500
William E. Mayer 99,286
James L. Moody, Jr. o) (p) (q) 105,857(r)
John J. Neuhauser 105,323
George L. Shinn(n) 31,334
Thomas E. Stitzel(i) --- --- --- 15,500
Robert L. Sullivan 104,100
Anne-Lee Verville(i) --- --- --- 23,445
Sinclair Weeks, Jr.(n) 34,333
</TABLE>

(d) At December 31, 1998, the Colonial Funds complex consisted of 47 open-end
and 5 closed-end management investment portfolios.
(e) Includes $ payable in later years as deferred compensation.
(f) Includes $ payable in later years as deferred compensation.
(g) Includes $ payable in later years as deferred compensation.
(h) Includes $52,000 payable in later years as deferred compensation.
(k) Elected as Trustee of the Trust on October 30, 1998.
(j) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.
(k) Includes $ payable in later years as deferred compensation.
(l) Includes $ payable in later years as deferred compensation.
(m) Includes $ payable in later years as deferred compensation.
(n) Retired as Trustee of the Trust effective April 24, 1998.
() Includes $ payable in later years as deferred compensation.
(p) Includes $ payable in later years as deferred compensation.
(q) Includes $ payable in later years as deferred compensation.
(r) Total compensation of $105,857 for the calendar year ended December 31, 1998
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 of the Liberty All-Star Growth Fund, Inc.
(together, Liberty Funds) for service during the calendar year ended December
31, 1998:

<TABLE>

<CAPTION>
Total Compensation
From Liberty Funds For The
Calendar Year Ended
Trustee December 31, 1998 (s)
- ------- ---------------------
<S> <C>
Robert J. Birnbaum $25,000
James E. Grinnell 25,000
Richard W. Lowry 25,000
</TABLE>

e
<PAGE>

(s) The Liberty Funds are advised by Liberty Asset Management Company (LAMCO).
LAMCO is an indirect wholly-owned subsidiary of Liberty Financial Companies,
Inc. (an intermediate parent of the Advisor).

Ownership of the Fund

As of record on February 28, 1999, the officers and Trustees of the Trust owned
less than 1% of the then outstanding shares of each of the Funds.

As of record on February 28, 1999, the following shareholders owned 5% or more
of the named Fund's outstanding shares:

Tax-Exempt Fund

Class B shares:
Merrill Lynch, Pierce, Fenner & Smith, Inc., For the Sole Benefit of its
Customers, Attn: Fund Administration, 4800 Deer Lake Dr. East 3rd Floor,
Jacksonville, FL 32246, owned %.

Kieler Feed & Seed Co. account held by Susan Marchman, Cust. and Robert E. Lee
Marc V, Uniform Transfer to Minors Act - NC, Rt.3, Box 581, Hillsborough, NC
27278 owned %.

Class C shares:
Merrill Lynch, Pierce, Fenner & Smith, Inc., For the Sole Benefit of its
Customers, Attn: Fund Administration, 4800 Deer Lake Dr. East 3rd Floor,
Jacksonville, FL 32246, owned %.

Marilyn M. Johnson, 1465 Country Club Drive, Burlington, WA 98233 owned %.

Colonial Management Associates, Inc., Attn. Phil Iudice, One Financial Center,
11th Floor, Boston, MA 02111-2621 owned %.

Insured Fund

Class C shares:
Colonial Management Associates, Inc., Attn. Phil Iudice, One Financial Center,
11th Floor, Boston, MA 02111-2621 owned %.

Intermediate Fund

Class A shares:
Merrill Lynch, Pierce, Fenner & Smith, Inc., For the Sole Benefit of its
Customers, Attn: Fund Administration, 4800 Deer Lake Dr. East 3rd Floor,
Jacksonville, FL 32246, owned %.

Class B shares:
Merrill Lynch, Pierce, Fenner & Smith, Inc., Attn: Mutual Funds Operations, 4800
Deer Lake Drive East, 3rd Floor, Jacksonville, FL 32216, owned %.

Class C shares:
Merrill Lynch, Pierce, Fenner & Smith, Inc., For the Sole Benefit of its
Customers, Attn: Fund Administration, 4800 Deer Lake Dr. East 3rd Floor,
Jacksonville, FL 32246, owned %.

Colonial Management Associates, Inc., Attn. Phil Iudice, One Financial Center,
11th Floor, Boston, MA 02111-2621 owned %.

As of record on February 28, 1999, there were the following number of record
holders of each Fund:

Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Tax-Exempt Fund
Insured Fund
Intermediate Fund
</TABLE>

Sales Charges (dollars in thousands)

<TABLE>
<CAPTION>
Tax-Exempt Fund
Class A Shares
Years ended November 30
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges on Fund share sales $1,180 $1,804
Initial sales charges retained by LFDI 144 218
</TABLE>

f
<PAGE>

<TABLE>
<CAPTION>
Insured Fund
Class A Shares
Years ended November 30
------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges on Fund share sales $88 $150
Initial sales charges retained by LFDI 11 19

Intermediate Fund
Class A Shares
Years ended November 30
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges on Fund share sales $6 $14
Initial sales charges retained by LFDI (t) 1

(t) Rounds to less than one.

Tax-Exempt Fund
Class B Shares
Years ended November 30
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate contingent deferred sales charges
(CDSC) on Fund redemptions retained by LFDI $1,116 $1,201

Insured Fund
Class B Shares
Years ended November 30
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFDI $126 $142

Intermediate Fund
Class B Shares
Years ended November 30
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFDI $31 $36

</TABLE>

At November 30, 1998, no CDSCs had been collected by LFDI on redemptions of
Class C shares of each of the Tax-Exempt Fund, Insured Fund and Intermediate
Fund.

12b-1 Plan, CDSCs and Conversion of Shares
Each Fund offers three classes of shares - Class A, Class B and Class C. The
Funds may in the future offer other classes of shares. The Trustees have
approved a 12b-1 plan (Plan) pursuant to Rule 12b-1 under the Act. Under the
Plan, the Tax-Exempt Fund and the Insured Fund each pay LFDI monthly a service
fee at an annual rate of 0.25% of net assets attributed to each Class of shares
and the Intermediate Fund pays LFDI a monthly service fee at the annual rate of
0.20% of the net assets attributed to each Class of shares. Each Fund also pays
LFDI monthly a distribution fee at the annual rate of 0.75% of average daily net
assets attributed to Class B and Class C shares. The Distributor has voluntarily
agreed to waive a portion of the Class C share distribution fee so that it does
not exceed 0.60% (Tax-Exempt Fund), 0.45% (Insured Fund) and 0.20% (Intermediate
Fund), annually. LFDI 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 LFDI's expenses, LFDI may in some cases realize a
profit from the fees.

The Plan authorizes any other payments by the Funds to LFDI and its affiliates
(including the Advisor) to the extent that such payments might be construed to
be indirect financing of the distribution of the Funds' shares.

<PAGE>

The Trustees believe the Plan could be a significant factor in the growth and
retention of each Fund's assets resulting in a more advantageous expense ratio
and increased investment flexibility which could benefit each class of the
Funds' shareholders. The Plan will continue in effect from year to year so long
as continuance is specifically approved at least annually by a vote of the
Trustees, including the Trustees who are not interested persons of the Trust and
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related to the Plan (Independent Trustees), cast in person at a
meeting called for the purpose of voting on the Plan. The Plan may not be
amended to increase the fee materially without approval by vote of a majority of
the outstanding voting securities of the relevant class of shares and all
material amendments of the Plan must be approved by the Trustees in the manner
provided in the foregoing sentence. The Plan may be terminated at any time by
vote of a majority of the Independent Trustees or by vote of a majority of the
outstanding voting securities of the relevant class of shares. The continuance
of the Plan will only be effective if the selection and nomination of the
Trustees who are not interested persons of the Trust is effected by such
disinterested Trustees.

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 for the Tax-Exempt
Fund and the Insured Fund and within four years after purchase for the
Intermediate Fund. Class C shares are offered at net asset value and are subject
to a 1.00% CDSC on redemptions within one year 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.

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 LFDI relating to each Fund
were:

Tax-Exempt Fund
Year ended November 30, 1998
----------------------------
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Fees to FSFs (u)
Cost of sales material relating to the Fund
(including printing and mailing expenses) (u)
Allocated travel, entertainment and other
promotional
expenses (including advertising) (u)

Insured Fund
Year ended November 30, 1998
----------------------------
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Fees to FSFs $----
Cost of sales material relating to the Fund
(including printing and mailing expenses) ----
Allocated travel, entertainment and other
promotional
expenses (including advertising) ----

Intermediate Fund
Year ended November 30, 1998
-----------------------------
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Fees to FSFs $----
Cost of sales material relating to the Fund
(including printing and mailing expenses) ----
Allocated travel, entertainment and other
promotional ----
expenses (including advertising)

(u) Rounds to less than one.

</TABLE>
h
<PAGE>

INVESTMENT PERFORMANCE
The Funds' yields for the seven days ended November 30, 1998 were:

Tax-Exempt Fund
November 30, 1998
-----------------
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Yield 4.12% 3.57% 3.70%
Tax-equivalent Yield 6.82% 5.91% 6.13%

Insured Fund
November 30, 1998
-----------------
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Yield
Tax-equivalent Yield
Adjusted Yield

Intermediate Fund
November 30, 1998
-----------------
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Yield
Tax-equivalent Yield
Adjusted Yield
</TABLE>

Each Fund's Class A and Class B share average annual total returns at November
30, 1998 were:

Tax-Exempt Fund
Class A Shares
---------------
1 year 5 years 10 years
------ ------- --------
<S> <C> <C> <C>
With sales charge of 4.75% % % %
Without sales charge % % %

Insured Fund
Class A Shares
--------------
1 year 5 years 10 years
------ ------- --------
<S> <C> <C> <C>
With sales charge of 4.75% % % %
Without sales charge % % %

Intermediate Fund
Class A Shares
----------------- February 1, 1993
(commencement of investment operations)
1 Year through November 30, 1998
------ -------------------------
<S> <C> <C>
With sales charge of 3.25%(t) % %
Without sales charge(t) % %

Tax-Exempt Fund
Class B Shares
--------------
May 5, 1992
(commencement of investment operations)
1 year 5 years through November 30, 1998
------ ------- -------------------------
<S> <C> <C> <C>
With applicable CDSC % (5.00% CDSC) % (2.00% CDSC) % (1.00% CDSC)
Without CDSC % % %
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Insured Fund
Class B Shares
--------------
May 5, 1992
-----------
(commencement of investment operations)
1 year 5 years through November 30, 1998
------ ------- -------------------------
<S> <C> <C> <C>
With applicable CDSC % (5.00% CDSC) % (2.00% CDSC) %(1.00% CDSC)
Without CDSC % % %

Intermediate Fund
Class B Shares
--------------
February 1, 1993
(commencement of investment operations)
1 Year through November 30, 1998
------ -------------------------
<S> <C> <C>
With applicable CDSC(t) % (4.00% CDSC) % (0.00% CDSC)
Without CDSC(t) % %
</TABLE>

Each Fund's Class C share total returns at November 30, 1998 were:

Period August 1, 1997
(commencement of Investment operations)
through November 30, 1998
-------------------------
Tax-Exempt Fund Insured Fund Intermediate Fund
--------------- ------------ -----------------
<S> <C> <C> <C>
With applicable CDSC(t) ()% (1.00% CDSC) ()% (1.00% CDSC) % (1.00% CDSC)
Without CDSC(t) % % %
</TABLE>

(v) Performance results reflect any voluntary reimbursement by the Advisor or
its affiliates of Fund expenses. Absent this reimbursement arrangement,
performance results would have been lower.

Each Fund's Class A, Class B and Class C share distribution rates at November
28, 1998, which are based on the most recent month's distributions, annualized,
and the maximum offering price at the end of the month were:

<TABLE>
<CAPTION>
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Tax-Exempt Fund
Insured Fund
Intermediate Fund
</TABLE>

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

CUSTODIAN
The Chase Manhattan Bank is the Funds' custodian. The custodian is responsible
for safeguarding the Funds' cash and securities, receiving and delivering
securities and collecting the Funds' interest and dividends.

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP are the Funds' independent accountants providing
audit and tax return preparation services and assistance and consultation in
connection with the review of various Securities and Exchange Commission
filings. The financial statements incorporated by reference in this SAI have
been so incorporated, and the financial highlights included in the Prospectus
have been so included, in reliance upon the report of PricewaterhouseCoopers LLP
given on the authority of said firm as experts in accounting and auditing.

The financial statements and Report of Independent Accountants appearing in each
Fund's November 30, 1998 Annual Report are incorporated into this SAI by
reference.

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

PART 2

The following information applies generally to most funds advised by the
Advisor. "Fund" 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 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. If an investment practice is not listed in
Part 1 of this SAI, it is not applicable to your Fund.

Short-Term Trading

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

Lower Rated Debt Securities

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

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

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

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

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

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

Small Companies

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

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Foreign Securities

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

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

The fund may possibly elect to include in its income its pro rata share of the
ordinary earnings and net capital gain of PFICs. This election requires certain
annual information from the PFICs which in many cases may be difficult to
obtain. An alternative election would permit the fund to recognize as income any
appreciation (and to a limited extent, depreciation) on its holdings of PFICs as
of the end of its fiscal year. See "Taxation" below.

Zero Coupon Securities (Zeros)

The fund may invest in zero coupon securities which are securities issued at a
significant discount from face value and pay interest only at maturity rather
than at intervals during the life of the security and in certificates
representing undivided interests in the interest or principal of mortgage-backed
securities (interest only/principal only), which tend to be more volatile than
other types of securities. The fund will accrue and distribute income from
stripped securities and certificates on a current basis and may have to sell
securities to generate cash for distributions.

Step Coupon Bonds (Steps)

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

Tender Option Bonds

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

Pay-In-Kind (PIK) Securities

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

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Money Market Instruments

Government obligations are issued by the U.S. or foreign governments, their
subdivisions, agencies and instrumentalities. Supranational obligations are
issued by supranational entities and are generally designed to promote economic
improvements. Certificates of deposits are issued against deposits in a
commercial bank with a defined return and maturity. Banker's acceptances are
used to finance the import, export or storage of goods and are "accepted" when
guaranteed at maturity by a bank. Commercial paper is promissory notes issued by
businesses to finance short-term needs (including those with floating or
variable interest rates, or including a frequent interval put feature).
Short-term corporate obligations are bonds and notes (with one year or less to
maturity at the time of purchase) issued by businesses to finance long-term
needs. Participation Interests include the underlying securities and any related
guaranty, letter of credit, or collateralization arrangement which the fund
would be allowed to invest in directly.

Securities Loans

The fund may make secured loans of its portfolio securities amounting to not
more than the percentage of its total assets specified in Part 1 of this SAI,
thereby realizing additional income. The risks in lending portfolio securities,
as with other extensions of credit, consist of possible delay in recovery of the
securities or possible loss of rights in the collateral should the borrower fail
financially. As a matter of policy, securities loans are made to banks and
broker-dealers pursuant to agreements requiring that loans be continuously
secured by collateral in cash or short-term debt obligations at least equal at
all times to the value of the securities on loan. The borrower pays to the fund
an amount equal to any dividends or interest received on securities lent. The
fund retains all or a portion of the interest received on investment of the cash
collateral or receives a fee from the borrower. Although voting rights, or
rights to consent, with respect to the loaned securities pass to the borrower,
the fund retains the right to call the loans at any time on reasonable notice,
and it will do so in order that the securities may be voted by the fund if the
holders of such securities are asked to vote upon or consent to matters
materially affecting the investment. The fund may also call such loans in order
to sell the securities involved.

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

Mortgage Dollar Rolls

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

Mortgage-Backed Securities

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

Repurchase Agreements

The fund may enter into repurchase agreements. A repurchase agreement is a
contract under which the fund acquires a security for a relatively short period
(usually not more than one week) subject to the obligation of the seller to
repurchase and the fund to resell such security at a fixed time and price
(representing the fund's cost plus interest). It is the fund's present intention
to enter into repurchase

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<PAGE>

agreements only with commercial banks and registered broker-dealers and only
with respect to obligations of the U.S. government or its agencies or
instrumentalities. Repurchase agreements may also be viewed as loans made by the
fund which are collateralized by the securities subject to repurchase. The
Advisor will monitor such transactions to determine that the value of the
underlying securities is at least equal at all times to the total amount of the
repurchase obligation, including the interest factor. If the seller defaults,
the fund could realize a loss on the sale of the underlying security to the
extent that the proceeds of sale including accrued interest are less than the
resale price provided in the agreement including interest. In addition, if the
seller should be involved in bankruptcy or insolvency proceedings, the fund may
incur delay and costs in selling the underlying security or may suffer a loss of
principal and interest if the fund is treated as an unsecured creditor and
required to return the underlying collateral to the seller's estate.

Reverse Repurchase Agreements

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

Options on Securities

Writing covered options. The fund may write covered call options and covered put
options on securities held in its portfolio when, in the opinion of the Advisor,
such transactions are consistent with the fund's investment objective and
policies. Call options written by the fund give the purchaser the right to buy
the underlying securities from the fund at a stated exercise price; put options
give the purchaser the right to sell the underlying securities to the fund at a
stated price.

The fund may write only covered options, which means that, so long as the fund
is obligated as the writer of a call option, it will own the underlying
securities subject to the option (or comparable securities satisfying the cover
requirements of securities exchanges). In the case of put options, the fund will
hold cash and/or high-grade short-term debt obligations equal to the price to be
paid if the option is exercised. In addition, the fund will be considered to
have covered a put or call option if and to the extent that it holds an option
that offsets some or all of the risk of the option it has written. The fund may
write combinations of covered puts and calls on the same underlying security.

The fund will receive a premium from writing a put or call option, which
increases the fund's return on the underlying security if the option expires
unexercised or is closed out at a profit. The amount of the premium reflects,
among other things, the relationship between the exercise price and the current
market value of the underlying security, the volatility of the underlying
security, the amount of time remaining until expiration, current interest rates,
and the effect of supply and demand in the options market and in the market for
the underlying security. By writing a call option, the fund limits its
opportunity to profit from any increase in the market value of the underlying
security above the exercise price of the option but continues to bear the risk
of a decline in the value of the underlying security. By writing a put option,
the fund assumes the risk that it may be required to purchase the underlying
security for an exercise price higher than its then-current market value,
resulting in a potential capital loss unless the security subsequently
appreciates in value.

The fund may terminate an option that it has written prior to its expiration by
entering into a closing purchase transaction in which it purchases an offsetting
option. The fund realizes a profit or loss from a closing transaction if the
cost of the transaction (option premium plus transaction costs) is less or more
than the premium received from writing the option. Because increases in the
market price of a call option generally reflect increases in the market price of
the security underlying the option, any loss resulting from a closing purchase
transaction may be offset in whole or in part by unrealized appreciation of the
underlying security.

If the fund writes a call option but does not own the underlying security, and
when it writes a put option, the fund may be required to deposit cash or
securities with its broker as "margin" or collateral for its obligation to buy
or sell the underlying security. As the value of the underlying security varies,
the fund may have to deposit additional margin with the broker. Margin
requirements are complex and are fixed by individual brokers, subject to minimum
requirements currently imposed by the Federal Reserve Board and by stock
exchanges and other self-regulatory organizations.

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

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<PAGE>

to be profitable, the market price of the underlying security must decline
sufficiently below the exercise price to cover the premium and transaction
costs. By using put options in this manner, the fund will reduce any profit it
might otherwise have realized from appreciation of the underlying security by
the premium paid for the put option and by transaction costs.

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

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

Risk factors in options transactions. The successful use of the fund's options
strategies depends on the ability of the Advisor to forecast interest rate and
market movements correctly.

When it purchases an option, the fund runs the risk that it will lose its entire
investment in the option in a relatively short period of time, unless the fund
exercises the option or enters into a closing sale transaction with respect to
the option during the life of the option. If the price of the underlying
security does not rise (in the case of a call) or fall (in the case of a put) to
an extent sufficient to cover the option premium and transaction costs, the fund
will lose part or all of its investment in the option. This contrasts with an
investment by the fund in the underlying securities, since the fund may continue
to hold its investment in those securities notwithstanding the lack of a change
in price of those securities.

The effective use of options also depends on the fund's ability to terminate
option positions at times when the Advisor deems it desirable to do so. Although
the fund will take an option position only if the Advisor believes there is a
liquid secondary market for the option, there is no assurance that the fund will
be able to effect closing transactions at any particular time or at an
acceptable price.

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

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

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

Special risks are presented by internationally-traded options. Because of time
differences between the United States and various foreign countries, and because
different holidays are observed in different countries, foreign options markets
may be open for trading during 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

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<PAGE>

Upon entering into futures contracts, in compliance with the SEC's requirements,
cash or liquid securities, equal in value to the amount of the fund's obligation
under the contract (less any applicable margin deposits and any assets that
constitute "cover" for such obligation), will be segregated with the fund's
custodian.

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

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

Index futures contracts. An index futures contract is a contract to buy or sell
units of an index at a specified future date at a price agreed upon when the
contract is made. Entering into a contract to buy units of an index is commonly
referred to as buying or purchasing a contract or holding a long position in the
index. Entering into a contract to sell units of an index is commonly referred
to as selling a contract or holding a short position. A unit is the current
value of the index. The fund may enter into stock index futures contracts, debt
index futures contracts, or other index futures contracts appropriate to its
objective(s). The fund may also purchase and sell options on index futures
contracts.

There are several risks in connection with the use by the fund of index futures
as a hedging device. One risk arises because of the imperfect correlation
between movements in the prices of the index futures and movements in the prices
of securities which are the subject of the hedge. The Advisor will attempt to
reduce this risk by selling, to the extent possible, futures on indices the
movements of which will, in its judgment, have a significant correlation with
movements in the prices of the fund's portfolio securities sought to be hedged.

Successful use of index futures by the fund for hedging purposes is also subject
to the Advisor's ability to predict correctly movements in the direction of the
market. It is possible that, where the fund has sold futures to hedge its
portfolio against a decline in the market, the index on which the futures are
written may advance and the value of securities held in the fund's portfolio may
decline. If this occurs, the fund would lose money on the futures and also
experience a decline in the value in its portfolio securities. However, while
this could occur to a certain degree, the Advisor believes that over time the
value of the fund's portfolio will tend to move in the same direction as the
market indices which are intended to correlate to the price movements of the
portfolio securities sought to be hedged. It is also possible that, if the fund
has hedged against the possibility of a decline in the market adversely
affecting securities held in its portfolio and securities prices increase
instead, the fund will lose part or all of the benefit of the increased values
of those

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<PAGE>

securities that it has hedged because it will have offsetting losses in its
futures positions. In addition, in such situations, if the fund has insufficient
cash, it may have to sell securities to meet daily variation margin
requirements.

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

Options on index futures. Options on index futures are similar to options on
securities except that options on index futures give the purchaser the right, in
return for the premium paid, to assume a position in an index futures contract
(a long position if the option is a call and a short position if the option is a
put), at a specified exercise price at any time during the period of the option.
Upon exercise of the option, the delivery of the futures position by the writer
of the option to the holder of the option will be accompanied by delivery of the
accumulated balance in the writer's futures margin account which represents the
amount by which the market price of the index futures contract, at exercise,
exceeds (in the case of a call) or is less than (in the case of a put) the
exercise price of the option on the index future. If an option is exercised on
the last trading day prior to the expiration date of the option, the settlement
will be made entirely in cash equal to the difference between the exercise price
of the option and the closing level of the index on which the future is based on
the expiration date. Purchasers of options who fail to exercise their options
prior to the exercise date suffer a loss of the premium paid.

Options on indices. As an alternative to purchasing call and put options on
index futures, the fund may purchase call and put options on the underlying
indices themselves. Such options could be used in a manner identical to the use
of options on index futures.

Foreign Currency Transactions
The fund may engage in currency exchange transactions to protect against
uncertainty in the level of future currency exchange rates.

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

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

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

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

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

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

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

Currency forward and futures contracts. Upon entering into such contracts, in
compliance with the SEC's requirements, cash or liquid securities, equal in
value to the amount of the fund's obligation under the contract (less any
applicable margin deposits and any assets that constitute "cover" for such
obligation), will be segregated with the fund's custodian.

A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract as agreed by the parties, at a price set at the time of
the contract. In the case of a cancelable contract, the holder has the
unilateral right to cancel the contract at maturity by paying a specified fee.
The contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A
contract generally has no deposit requirement, and no commissions are charged at
any stage for trades. A currency futures contract is a standardized contract for
the future delivery of a specified amount of a foreign currency at a future date
at a price set at the time of the contract. Currency futures contracts traded in
the United States are designed and traded on exchanges regulated by the CFTC,
such as the New York Mercantile Exchange.

Forward currency contracts differ from currency futures contracts in certain
respects. For example, the maturity date of a forward contract may be any fixed
number of days from the date of the contract agreed upon by the parties, rather
than a predetermined date in a given month. Forward contracts may be in any
amounts agreed upon by the parties rather than predetermined amounts. Also,
forward contracts are traded directly between currency traders so that no
intermediary is required. A forward contract generally requires no margin or
other deposit.

At the maturity of a forward or futures contract, the fund may either accept or
make delivery of the currency specified in the contract, or at or prior to
maturity enter into a closing transaction involving the purchase or sale of an
offsetting contract. Closing transactions with respect to forward contracts are
usually effected with the currency trader who is a party to the original forward
contract. Closing transactions with respect to futures contracts are effected on
a commodities exchange; a clearing corporation associated with the exchange
assumes responsibility for closing out such contracts.

Positions in currency futures contracts may be closed out only on an exchange or
board of trade which provides a secondary market in such contracts. Although the
fund intends to purchase or sell currency futures contracts only on exchanges or
boards of trade where there appears to be an active secondary market, there is
no assurance that a secondary market on an exchange or board of trade will exist
for any particular contract or at any particular time. In such event, it may not
be possible to close a futures position and, in the event of adverse price
movements, the fund would continue to be required to make daily cash payments of
variation margin.

Currency options. In general, options on currencies operate similarly to options
on securities and are subject to many similar risks. Currency options are traded
primarily in the over-the-counter market, although options on currencies have
recently been listed on several exchanges. Options are traded not only on the
currencies of individual nations, but also on the European Currency Unit
("ECU"). The ECU is composed of amounts of a number of currencies, and is the
official medium of exchange of the European Economic Community's European
Monetary System.

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

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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.

Municipal Lease Obligations

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

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

Participation Interests

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

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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.

Rule 144A Securities

The fund may purchase securities that have been privately placed but that are
eligible for purchase and sale under Rule 144A of the Securities Act of 1933
("1933 Act"). That Rule permits certain qualified institutional buyers, such as
the fund, to trade in privately placed securities that have not been registered
for sale under the 1933 Act. The Advisor, under the supervision of the Board of
Trustees, will consider whether securities purchased under Rule 144A are
illiquid and thus subject to the fund's investment restriction on illiquid
securities. A determination of whether a Rule 144A security is liquid or not is
a question of fact. In making this determination, the Advisor will consider the
trading markets for the specific security, taking into account the unregistered
nature of a Rule 144A security. In addition, the Advisor could consider the (1)
frequency of trades and quotes, (2) number of dealers and potential purchasers,
(3) dealer undertakings to make a market, and (4) nature of the security and of
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting offers, and the mechanics of transfer). The liquidity of Rule 144A
securities will be monitored and, if as a result of changed conditions, it is
determined by the Advisor that a Rule 144A security is no longer liquid, the
fund's holdings of illiquid securities would be reviewed to determine what, if
any, steps are required to assure that the fund does not invest more than its
investment restriction on illiquid securities allows. Investing in Rule 144A
securities could have the effect of increasing the amount of the fund's assets
invested in illiquid securities if qualified institutional buyers are unwilling
to purchase such securities.

TAXES

In this section, all discussions of taxation at the shareholder level relate to
federal taxes only. Consult your tax advisor for state, local and foreign tax
considerations and for information about special tax considerations that may
apply to shareholders that are not natural persons.

Alternative Minimum Tax. Distributions derived from interest which is exempt
from regular federal income tax may subject corporate shareholders to or
increase their liability under the corporate alternative minimum tax (AMT). A
portion of such distributions may constitute a tax preference item for
individual shareholders and may subject them to or increase their liability
under the AMT.

Dividends Received Deductions. Distributions will qualify for the corporate
dividends received deduction only to the extent that dividends earned by the
fund qualify. Any such dividends are, however, includable in adjusted current
earnings for purposes of computing corporate AMT. The dividends received
deduction for eligible dividends is subject to a holding period requirement
modified pursuant to the Taxpayer Relief Act of 1997 (the "1997 Act").

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.

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Funds that invest in U.S. Government Securities. Many states grant tax-free
status to dividends paid to shareholders of mutual funds from interest income
earned by the fund from direct obligations of the U.S. government. Investments
in mortgage-backed securities (including GNMA, FNMA and FHLMC Securities) and
repurchase agreements collateralized by U.S. government securities do not
qualify as direct federal obligations in most states. Shareholders should
consult with their own tax advisors about the applicability of state and local
intangible property, income or other taxes to their fund shares and
distributions and redemption proceeds received from the fund.

Fund Distributions. Distributions from the fund (other than exempt-interest
dividends, as discussed below) will be taxable to shareholders as ordinary
income to the extent derived from the fund's investment income and net
short-term gains. Distributions of net capital gains (that is, the excess of net
gains from capital assets held for more than one year over net losses from
capital assets held for not more than one year) will be taxable to shareholders
as such, regardless of how long a shareholder has held the shares in the fund.
In general, any distributions of net capital gains will be taxed at a rate of
20%.

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

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

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

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

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

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

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

Sales of Shares. The sale, exchange or redemption of fund shares may give rise
to a gain or loss. In general, any gain realized upon a taxable disposition of
shares generally will be treated as long-term capital gain if the shares have
been held for more than 12 months. Otherwise the gain on the sale, exchange or
redemption of fund shares will be treated as short-term capital gain. In
general, any loss realized upon a taxable disposition of shares will be treated
as long-term loss if the shares have been held more than 12 months, and
otherwise as short-term loss. However, any loss realized upon a taxable
disposition of shares held for six months or less will be treated as long-term,
rather than short-term, capital loss to the extent of any long-term capital gain
distributions received by the shareholder with respect to those shares. All or a
portion of any loss realized upon a taxable disposition of shares will be
disallowed if other shares are purchased within 30 days before or after the
disposition. In such a case, the basis of the newly purchased shares will be
adjusted to reflect the disallowed loss.

Backup Withholding. Certain distributions and redemptions may be subject to a
31% backup withholding unless a taxpayer identification number and certification
that the shareholder is not subject to the withholding is provided to the fund.
This number and form may be provided by either a Form W-9 or the accompanying
application. In certain instances, LFSI may be notified by the Internal Revenue
Service that a shareholder is subject to backup withholding.

Excise Tax. To the extent that the fund does not annually distribute
substantially all taxable income and realized gains, it is subject to an excise
tax. The Advisor intends to avoid this tax except when the cost of processing
the distribution is greater than the tax.

Tax Accounting Principles. To qualify as a "regulated investment company," the
fund must (a) derive at least 90% of its gross income from dividends, interest,
payments with respect to securities loans, gains from the sale or other
disposition of stock, securities or foreign currencies or other income
(including but not limited to gains from options, futures or forward contracts)
derived with respect to its business of investing in such stock, securities or
currencies; and (b) diversify its holdings so that, at the close of each quarter
of its taxable year, (i) at least 50% of the value of its total assets consists
of cash, cash items, U.S. Government securities, and other securities limited
generally with respect to any one issuer to not more than 5% of the total assets
of the fund and not more than 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its total assets is invested
in the securities of any issuer (other than U.S. Government securities).

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Hedging Transactions. If the fund engages in hedging transactions, including
hedging transactions in options, futures contracts and straddles, or other
similar transactions, it will be subject to special tax rules (including
constructive sale, mark-to-market, straddle, wash sale and short sale rules),
the effect of which may be to accelerate income to the fund, defer losses to the
fund, cause adjustments in the holding periods of the fund's securities, convert
long-term capital gains into short-term capital gains or convert short-term
capital losses into long-term capital losses. These rules could therefore affect
the amount, timing and character of distributions to shareholders. The fund will
endeavor to make any available elections pertaining to such transactions in a
manner believed to be in the best interests of the fund.

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

Foreign Currency-Denominated Securities and Related Hedging Transactions. The
fund's transactions in foreign currencies, foreign currency-denominated debt
securities, certain foreign currency options, futures contracts and forward
contracts (and similar instruments) may give rise to ordinary income or loss to
the extent such income or loss results from fluctuations in the value of the
foreign currency concerned.

If more than 50% of the fund's total assets at the end of its fiscal year are
invested in stock or securities of foreign corporate issuers, the fund may make
an election permitting its shareholders to take a deduction or credit for
federal tax purposes for their portion of certain qualified foreign taxes paid
by the fund. The Advisor will consider the value of the benefit to a typical
shareholder, the cost to the fund of compliance with the election, and
incidental costs to shareholders in deciding whether to make the election. A
shareholder's ability to claim such a foreign tax credit will be subject to
certain limitations imposed by the Code (including a holding period requirement
), as a result of which a shareholder may not get a full credit for the amount
of foreign taxes so paid by the fund. Shareholders who do not itemize on their
federal income tax returns may claim a credit (but not a deduction) for such
foreign taxes.

Investment by the fund in certain "passive foreign investment companies" could
subject the fund to a U.S. federal income tax (including interest charges) on
distributions received from the company or on proceeds received from the
disposition of shares in the company, which tax cannot be eliminated by making
distributions to fund shareholders. However, the fund may be able to elect to
treat a passive foreign investment company as a "qualified electing fund," in
which case the fund will be required to include its share of the company's
income and net capital gain annually, regardless of whether it receives any
distribution from the company. Alternatively, the fund may make an election to
mark the gains (and, to a limited extent, losses) in such holdings "to the
market" as though it had sold and repurchased its holdings in those passive
foreign investment companies on the last day of the fund's taxable year. Such
gains and losses are treated as ordinary income and loss. The qualified electing
fund and mark-to-market elections may have the effect of accelerating the
recognition of income (without the receipt of cash) and increase the amount
required to be distributed for the fund to avoid taxation. Making either of
these elections therefore may require a fund to liquidate other investments
(including when it is not advantageous to do so) in order to meet its
distribution requirement, which also may accelerate the recognition of gain and
affect a fund's total return.

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

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

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

<TABLE>
<CAPTION>
Name and Address Age Position with Fund Principal Occupation During Past Five Years
- ---------------- --- ------------------ --------------------------------------------
<S> <C> <C> <C>
Robert J. Birnbaum 70 Trustee Consultant (formerly Special Counsel, Dechert Price &
313 Bedford Road Rhoads from September, 1988 to December, 1993, President,
Ridgewood, NJ 07450 New York Stock Exchange from May, 1985 to June, 1988,
President, American Stock Exchange, Inc. from 1977 to
May, 1985).

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

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

Lora S. Collins 62 Trustee Attorney (formerly Attorney, Kramer, Levin, Naftalis &
1175 Hill Road Frankel from September, 1986 to November, 1996).
Southold, NY 11971

James E. Grinnell 68 Trustee Private Investor since November, 1988.
22 Harbor Avenue
Marblehead, MA 01945

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

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

15
<PAGE>

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

James L. Moody, Jr. 66 Trustee Retired (formerly Chairman of the Board, Hannaford Bros.
16 Running Tide Road Co. from May, 1984 to May, 1997, and Chief Executive
Cape Elizabeth, ME 04107 Officer, Hannaford Bros. Co. from May, 1973 to May, 1992).

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

Thomas E. Stitzel 58 Trustee Professor of Finance, College of Business, Boise State
2208 Tawny Woods Place University (higher education); Business consultant and
Boise, ID 83706 author.

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

Anne-Lee Verville 51 Trustee Consultant (formerly General Manager, Global Education
359 Stickney Hill Road Industry from 1994 to 1997, and President, Applications
Hopkinton, NH 03229 Solutions Division from 1991 to 1994, IBM Corporation
(global education and global applications).

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

16
<PAGE>

<TABLE>
<S> <C> <C> <C>
J. Kevin Connaughton 34 Controller and Controller and Chief Accounting Officer of Funds since
Chief Accounting February, 1998, Vice President of the Advisor since
Officer February, 1998 (formerly Senior Tax Manager, Coopers &
Lybrand, LLP from April, 1996 to January, 1998;
Vice President, 440 Financial Group/First Data
Investor Services Group from March,1994 to April,
1996; Vice President, The Boston Company
(subsidiary of Mellon Bank) from December, 1993 to
March, 1994; Assistant Vice President and Tax
Manager, The Boston Company from March, 1992 to
December, 1993).

Timothy J. Jacoby 45 Treasurer and Treasurer and Chief Financial Officer of Funds since
Chief Financial October, 1996 (formerly Controller and Chief Accounting
Officer Officer from October, 1997 to February, 1998), is
Senior Vice President of the Advisor since
September, 1996; Senior Vice President of SR&F
since August, 1998 (formerly Senior Vice
President, Fidelity Accounting and Custody
Services from September, 1993 to September, 1996
and Assistant Treasurer to the Fidelity Group of
Funds from August, 1990 to September, 1993).

Nancy L. Conlin 45 Secretary Secretary of the Funds since April, 1998 (formerly
Assistant Secretary from July, 1994 to April, 1998), is
Director, Senior Vice President, General Counsel, Clerk
and Secretary of the Advisor since April, 1998
(formerly Vice President, Counsel, Assistant Secretary
and Assistant Clerk from July, 1994 to April, 1998),
Vice President - Legal, General Counsel and Clerk of
TCG since April, 1998 (formerly Assistant Clerk from
July, 1994 to April, 1998); (formerly Partner, Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo from June, 1990
to June, 1994)
</TABLE>

17
<PAGE>

<TABLE>
<S> <C> <C> <C>
Davey S. Scoon 51 Vice President Vice President of the Funds since June, 1993, is
Executive Vice President since July, 1993 and Director
since March, 1985 of the Advisor (formerly Senior Vice
President and Treasurer of the Advisor 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); Executive Vice
President of SR&F since August, 1998.
</TABLE>

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

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

The Trustees serve as trustees of all funds for which each Trustee (except Mr.
Carberry) will receive an annual retainer of $45,000 and attendance fees of
$8,000 for each regular joint meeting and $1,000 for each special joint meeting.
Committee chairs and the lead Trustee receive an annual retainer of $5,000 and
Committee chairs receive $1,000 for each special meeting attended on a day other
than a regular joint meeting day. Committee members receive an annual retainer
of $1,000 and $1,000 for each special meeting attended on a day other than a
regular joint meeting day. Two-thirds of the Trustee fees are allocated among
the funds based on each fund's relative net assets and one-third of the fees are
divided equally among the funds.

The Advisor and/or its affiliate, Colonial Advisory Services, Inc. (CASI), has
rendered investment advisory services to investment company, institutional and
other clients since 1931. The Advisor currently serves as investment advisor or

18
<PAGE>

administrator for 39 open-end and 5 closed-end management investment company
portfolios. Trustees and officers of the Trust, who are also officers of the
Advisor or its affiliates, will benefit from the advisory fees, sales
commissions and agency fees paid or allowed by the Trust. More than 30,000
financial advisors have recommended the funds to over 800,000 clients worldwide,
representing more than $16.3 billion in assets.

The Agreement and Declaration of Trust (Declaration) of the Trust provides that
the Trust will indemnify its Trustees and officers against liabilities and
expenses incurred in connection with litigation in which they may be involved
because of their offices with the Trust but that such indemnification will not
relieve any officer or Trustee of any liability to the Trust or its shareholders
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties. The Trust, at its expense, provides liability
insurance for the benefit of its Trustees and officers.

The Trustees have the authority to convert the Funds into a master fund/feeder
fund structure. Under this structure, a Fund may invest all or a portion of its
investable assets in investment companies with substantially the same investment
objectives, policies and restrictions as the Fund. The primary reason to use the
master fund/feeder fund structure is to provide a mechanism to pool, in a single
master fund, investments of different investor classes, resulting in a larger
portfolio, investment and administrative efficiencies and economies of scale.

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

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

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

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

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

19
<PAGE>

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

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

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

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

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

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

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

With respect to Colonial Money Market Fund and Colonial Municipal Money Market
Fund, the Administration Agreement for these funds provides for the following
services in addition to the services referenced above:

(g) Monitoring compliance by the fund with Rule 2a-7 under the (1940 Act
and reporting to the Trustees from time to time with respect thereto;
and

(h) Monitoring the investments and operations of the following Portfolios:
SR&F Municipal Money Market Portfolio (Municipal Money Market
Portfolio) in which Colonial Municipal Money Market Fund is invested;

SR&F Cash Reserves Portfolio in which Colonial Money Market Fund is
invested; and LFC Utilities Trust (LFC Portfolio) in which Colonial
Global Utilities Fund is invested and reporting to the Trustees from
time to time with respect thereto.

The Advisor is paid a monthly fee at the annual rate of average daily net assets
set forth in Part 1 of this Statement of Additional Information.

The Pricing and Bookkeeping Agreement

The Advisor provides pricing and bookkeeping services to each fund pursuant to a
Pricing and Bookkeeping Agreement. The Advisor, in its capacity as the
Administrator to each of Colonial Money Market Fund, Colonial Municipal Money
Market Fund and Colonial Global Utilities Fund, is paid an annual fee of
$18,000, plus 0.0233% of average daily net assets in excess of $50 million. For
each of the other funds (except for Newport Tiger Fund, Newport Japan
Opportunities Fund, Newport Tiger Cub Fund, Newport Greater China Fund and
Newport Asia Pacific Fund), the Advisor is paid monthly a fee of $2,250 by each
fund, plus a monthly percentage fee based on net assets of the fund equal to the
following:

1/12 of 0.000% of the first $50 million;
1/12 of 0.035% of the next $950 million;
1/12 of 0.025% of the next $1 billion; 1/12
of 0.015% of the next $1 billion; and 1/12
of 0.001% on the excess over $3 billion

The Advisor provides pricing and bookkeeping services to Newport Tiger Fund,
Newport Japan Opportunities Fund, Newport Tiger Cub Fund, Newport Greater China
Fund and Newport Asia Pacific Fund for an annual fee of $27,000, plus 0.035% of
each fund's average daily net assets over $50 million.

Stein Roe & Farnham Incorporated, the investment advisor of each of the
Municipal Money Market Portfolio and LFC Portfolio, provides pricing and
bookkeeping services to each Portfolio for a fee of $25,000 plus 0.0025%
annually of average daily net assets of each Portfolio over $50 million.

Portfolio Transactions

20
<PAGE>

The following sections entitled "Investment decisions" and "Brokerage and
research services" do not apply to Colonial Money Market Fund, Colonial
Municipal Money Market Fund, and Colonial Global Utilities Fund. For each of
these funds, see Part 1 of its respective SAI. The Advisor of Newport Tiger
Fund, Newport Japan Opportunities Fund, Newport Tiger Cub Fund, Newport Greater
China Fund and Newport Asia Pacific Fund follows the same procedures as those
set forth under "Brokerage and research services."

Investment decisions. The Advisor acts as investment advisor to each of the
Funds (except for the Colonial Money Market Fund, Colonial Municipal Money
Market Fund, Colonial Global Utilities Fund, Newport Tiger Fund, Newport Japan
Opportunities Fund, Newport Tiger Cub Fund, Newport Greater China Fund and
Newport Asia Pacific Fund, each of which is administered by the
AdvisorAdvisoradvisor. The Advisor's affiliate, CASI, advises other
institutional, corporate, fiduciary and individual clients for which CASI
performs various services. Various officers and Trustees of the Trust also serve
as officers or Trustees of other funds and the other corporate or fiduciary
clients of the Advisor. The funds and clients advised by the Advisor or the
funds administered by the Advisor sometimes invest in securities in which the
fund also invests and sometimes engage in covered option writing programs and
enter into transactions utilizing stock index options and stock index and
financial futures and related options ("other instruments"). If the fund, such
other funds and such other clients desire to buy or sell the same portfolio
securities, options or other instruments at about the same time, the purchases
and sales are normally made as nearly as practicable on a pro rata basis in
proportion to the amounts desired to be purchased or sold by each. Although in
some cases these practices could have a detrimental effect on the price or
volume of the securities, options or other instruments as far as the Fund is
concerned, in most cases it is believed that these practices should produce
better executions. It is the opinion of the Trustees that the desirability of
retaining the Advisor as investment advisor to the funds outweighs the
disadvantages, if any, which might result from these practices.

The portfolio managers of Colonial Utilities Fund, a series of Colonial Trust
IV, will use the trading facilities of Stein Roe & Farnham Incorporated, an
affiliate of the Advisor, to place all orders for the purchase and sale of this
fund's portfolio securities, futures contracts and foreign currencies.

Brokerage and research services. Consistent with the Rules of Fair Practice of
the National Association of Securities Dealers, Inc., and subject to seeking
"best execution" (as defined below) and such other policies as the Trustees may
determine, the Advisor may consider sales of shares of the funds as a factor in
the selection of broker-dealers to execute securities transactions for a fund.

The Advisor places the transactions of the funds with broker-dealers selected by
the Advisor and, if applicable, negotiates commissions. Broker-dealers may
receive brokerage commissions on portfolio transactions, including the purchase
and writing of options, the effecting of closing purchase and sale transactions,
and the purchase and sale of underlying securities upon the exercise of options
and the purchase or sale of other instruments. The funds from time to time also
execute portfolio transactions with such broker-dealers acting as principals.
The funds do not intend to deal exclusively with any particular broker-dealer or
group of broker-dealers.

It is the Advisor's policy generally to seek best execution, which is to place
the funds' transactions where the funds can obtain the most favorable
combination of price and execution services in particular transactions or
provided on a continuing basis by a broker-dealer, and to deal directly with a
principal market maker in connection with over-the-counter transactions, except
when it is believed that best execution is obtainable elsewhere. In evaluating
the execution services of, including the overall reasonableness of brokerage
commissions paid to, a broker-dealer, consideration is given to, among other
things, the firm's general execution and operational capabilities, and to its
reliability, integrity and financial condition.

Securities transactions of the funds may be executed by broker-dealers who also
provide research services (as defined below) to the Advisor and the funds. The
Advisor may use all, some or none of such research services in providing
investment advisory services to each of its investment company and other
clients, including the fund. To the extent that such services are used by the
Advisor, they tend to reduce the Advisor's expenses. In the Advisor's opinion,
it is impossible to assign an exact dollar value for such services.

The Trustees have authorized the Advisor to cause the Funds to pay a
broker-dealer which provides brokerage and research services to the Advisor an
amount of commission for effecting a securities transaction, including the sale
of an option or a closing purchase transaction, for the funds in excess of the
amount of
21
<PAGE>

commission which another broker-dealer would have charged for effecting that
transaction. As provided in Section 28(e) of the Securities Exchange Act of
1934, "brokerage and research services" include advice as to the value of
securities, the advisability of investing in, purchasing or selling securities
and the availability of securities or purchasers or sellers of securities;
furnishing analyses and reports concerning issues, industries, securities,
economic factors and trends and portfolio strategy and performance of accounts;
and effecting securities transactions and performing functions incidental
thereto (such as clearance and settlement). The Advisor must determine in good
faith that such greater commission is reasonable in relation to the value of the
brokerage and research services provided by the executing broker-dealer viewed
in terms of that particular transaction or the Advisor's overall
responsibilities to the funds and all its other clients.

The Trustees have authorized the Advisor to utilize the services of a clearing
agent with respect to all call options written by funds that write options and
to pay such clearing agent commissions of a fixed amount per share (currently
1.25 cents) on the sale of the underlying security upon the exercise of an
option written by a fund.

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

Principal Underwriter

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

Investor Servicing and Transfer Agent

LFSI is the Trust's investor servicing agent (transfer, plan and dividend
disbursing agent), for which it receives fees which are paid monthly by the
Trust. The fee paid to LFSI is based on the average daily net assets of each
fund plus reimbursement for certain out-of-pocket expenses. See "Fund Charges
and Expenses" in Part 1 of this SAI for information on fees received by LFSI.
The agreement continues indefinitely but may be terminated by 90 days' notice by
the fund to LFSI or generally by 6 months' notice by LFSI to the fund. The
agreement limits the liability of LFSI to the fund for loss or damage incurred
by the fund to situations involving a failure of LFSI to use reasonable care or
to act in good faith in performing its duties under the agreement. It also
provides that the fund will indemnify LFSI against, among other things, loss or
damage incurred by LFSI on account of any claim, demand, action or suit made on
or against LFSI not resulting from LFSI's bad faith or negligence and arising
out of, or in connection with, its duties under the agreement.

DETERMINATION OF NET ASSET VALUE

Each fund determines net asset value (NAV) per share for each Class as of the
close of the New York Stock Exchange (Exchange) (generally 4:00 p.m. Eastern
time, 3:00 p.m. Central time) each day the Exchange is open. Currently, the
Exchange is closed Saturdays, Sundays and the following holidays: New Year's
Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
the Fourth of July, Labor Day, Thanksgiving and Christmas. Funds with portfolio
securities which are primarily listed on foreign exchanges may experience
trading and changes in NAV on days on which such fund does not determine NAV due
to differences in closing policies among exchanges. This may significantly
affect the NAV of the fund's redeemable securities on days when an investor
cannot redeem such securities. The net asset value of the Municipal Money Market
Portfolio will not be determined on days when the Exchange is closed unless, in
the judgment of the Municipal Money Market Portfolio's Board of Trustees, the
net asset value of the Municipal Money Market Portfolio should be determined on
any such day, in which case the determination will be made at 3:00 p.m., Central
time. Debt securities generally are valued by a pricing service which determines
valuations based upon market transactions for normal, institutional-size trading
units of similar securities. However, in circumstances where such prices are not
available or where the Advisor deems it appropriate to do so, an
over-the-counter or exchange bid quotation is used. Securities listed on an
exchange or on NASDAQ are valued at the last sale price. Listed securities for
which there were no sales during the day and unlisted securities are valued at
the last quoted bid price. Options are valued at the last sale price or in the
absence of a sale, the mean between the last quoted bid and offering prices.
Short-term obligations with a maturity of 60 days or less are valued at
amortized cost pursuant to procedures adopted by the Trustees. The values of
foreign securities quoted in foreign currencies are translated into

22
<PAGE>

U.S. dollars at the exchange rate for that day. Portfolio positions for which
there are no such valuations and other assets are valued at fair value as
determined by the Advisor in good faith under the direction of the Trust's Board
of Trustees.

Generally, trading in certain securities (such as foreign securities) is
substantially completed each day at various times prior to the close of the
Exchange. Trading on certain foreign securities markets may not take place on
all business days in New York, and trading on some foreign securities markets
takes place on days which are not business days in New York and on which the
fund's NAV is not calculated. The values of these securities used in determining
the NAV are computed as of such times. Also, because of the amount of time
required to collect and process trading information as to large numbers of
securities issues, the values of certain securities (such as convertible bonds,
U.S. government securities, and tax-exempt securities) are determined based on
market quotations collected earlier in the day at the latest practicable time
prior to the close of the Exchange. Occasionally, events affecting the value of
such securities may occur between such times and the close of the Exchange which
will not be reflected in the computation of each fund's NAV. If events
materially affecting the value of such securities occur during such period, then
these securities will be valued at their fair value following procedures
approved by the Trust's Board of Trustees.

(The following two paragraphs are applicable only to Newport Tiger Fund, Newport
Japan Opportunities Fund, Newport Tiger Cub Fund, Newport Greater China Fund and
Newport Asia Pacific Fund - "Advisor" in these two paragraphs refers to each
fund's Advisor, Newport Fund Management, Inc.)

Trading in securities on stock exchanges and over-the-counter markets in the Far
East is normally completed well before the close of the business day in New
York. Trading on Far Eastern securities markets may not take place on all
business days in New York, and trading on some Far Eastern securities markets
does take place on days which are not business days in New York and on which the
fund's NAV is not calculated.

The calculation of the fund's NAV accordingly may not take place
contemporaneously with the determination of the prices of the fund's portfolio
securities used in such calculations. Events affecting the values of portfolio
securities that occur between the time their prices are determined and the close
of the Exchange (when the fund's NAV is calculated) will not be reflected in the
fund's calculation of NAV unless the Advisor, acting under procedures
established by the Board of Trustees of the Trust, deems that the particular
event would materially affect the fund's NAV, in which case an adjustment will
be made. Assets or liabilities initially expressed in terms of foreign
currencies are translated prior to the next determination of the NAV of the
fund's shares into U.S. dollars at prevailing market rates.

Amortized Cost for Money Market Funds (this section currently does not apply to
Colonial Money Market funds, - see "Amortized Cost for Money Market Funds" under
"Other Information Concerning the Portfolio" in Part 1 of the SAI of and
Colonial Municipal Money Market Fund for information relating to the Municipal
Money Market Portfolio)

Money market funds generally value their portfolio securities at amortized cost
according to Rule 2a-7 under the 1940 Act.

Portfolio instruments are valued under the amortized cost method, whereby the
instrument is recorded at cost and thereafter amortized to maturity. This method
assures a constant NAV but may result in a yield different from that of the same
portfolio under the market value method. The Trust's Trustees have adopted
procedures intended to stabilize a money market fund's NAV per share at $1.00.
When a money market fund's market value deviates from the amortized cost of
$1.00, and results in a material dilution to existing shareholders, the Trust's
Trustees will take corrective action that may include: realizing gains or
losses; shortening the portfolio's maturity; withholding distributions;
redeeming shares in kind; or converting to the market value method (in which
case the NAV per share may differ from $1.00). All investments will be
determined pursuant to procedures approved by the Trust's Trustees to present
minimal credit risk.

See the Statement of Assets and Liabilities in the shareholder report of the
Colonial Money Market Fund for a specimen price sheet showing the computation of
maximum offering price per share of Class A shares.

HOW TO BUY SHARES

The Prospectus contains a general description of how investors may buy shares of
the und 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

23
<PAGE>

entitlement to that day's closing price must be settled between the customer and
the FSF. If the FSF receives the order after the time at which the fund values
its shares, the price will be based on the NAV determined as of the close of the
Exchange on the next day it is open. If funds for the purchase of shares are
sent directly to LFSI, they will be invested at the public offering price next
determined after receipt in good order. Payment for shares of the Fund must be
in U.S. dollars; if made by check, the check must be drawn on a U.S. bank.

The fund receives the entire NAV of shares sold. For shares subject to an
initial sales charge, LFDI'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 LFDI retains the entire sales charge on any sales made to
a shareholder who does not specify a FSF on the Investment Account Application
("Application"). LFDI generally retains 100% of any asset-based sales charge
(distribution fee) or contingent deferred sales charge. Such charges generally
reimburse LFDI for any up-front and/or ongoing commissions paid to FSFs.

Checks presented for the purchase of shares of the fund which are returned by
the purchaser's bank or checkwriting privilege checks for which there are
insufficient funds in a shareholder's account to cover redemption will subject
such purchaser or shareholder to a $15 service fee for each check returned.
Checks must be drawn on a U.S. bank and must be payable in U.S.
dollars.

LFSI acts as the shareholder's agent whenever it receives instructions to carry
out a transaction on the shareholder's account. Upon receipt of instructions
that shares are to be purchased for a shareholder's account, the designated FSF
will receive the applicable sales commission. Shareholders may change FSFs at
any time by written notice to LFSI, provided the new FSF has a sales agreement
with LFDI.

Shares credited to an account are transferable upon written instructions in good
order to LFSI and may be redeemed as described under "How to Sell Shares" in the
Prospectus. Certificates will not be issued for Class A shares unless
specifically requested and no certificates will be issued for Class B, C, T or Z
shares. The Colonial money market funds will not issue certificates.
Shareholders may send any certificates which have been previously acquired to
LFSI for deposit to their account.

SPECIAL PURCHASE PROGRAMS/INVESTOR SERVICES

The following special purchase programs/investor services may be changed or
eliminated at any time.

Fundamatic Program. As a convenience to investors, shares of most funds advised
by Colonial, Newport Fund Management, Inc. and Stein Roe & Farnham Incorporated
may be purchased through the Fundamatic Program. Preauthorized monthly bank
drafts or electronic funds transfer for a fixed amount of at least $50 are used
to purchase a fund's shares at the public offering price next determined after
LFDI receives the proceeds from the draft (normally the 5th or the 20th of each
month, or the next business day thereafter). If your Fundamatic purchase is by
electronic funds transfer, you may request the Fundamatic purchase for any day.
Further information and application forms are available from FSFs or from LFDI.

Automated Dollar Cost Averaging (Classes A, B and C). The Automated Dollar Cost
Averaging program allows you to exchange $100 or more on a monthly basis from
any mutual fund advised by Colonial, Newport Fund Management, Inc. and Stein Roe
& Farnham Incorporated in which you have a current balance of at least $5,000
into the same class of shares of up to four other funds. Complete the Automated
Dollar Cost Averaging section of the Application. The designated amount will be
exchanged on the third Tuesday of each month. There is no charge for exchanges
made pursuant to the Automated Dollar Cost Averaging program. Exchanges will
continue so long as your fund balance is sufficient to complete the transfers.
Your normal rights and privileges as a shareholder remain in full force and
effect. Thus you can buy any fund, exchange between the same Class of shares of
funds by written instruction or by telephone exchange if you have so elected and
withdraw amounts from any fund, subject to the imposition of any applicable
CDSC.

Any additional payments or exchanges into your fund will extend the time of the
Automated Dollar Cost Averaging program.

An exchange is generally a capital sale transaction for federal income tax
purposes.

You may terminate your program, change the amount of the exchange (subject to
the $100 minimum), or change your selection of funds, by telephone or in
writing; if in writing by mailing your instructions to Colonial Investors
Service Center, Inc. P.O. Box 1722, Boston, MA 02105-1722.

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

LFDI 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.

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<PAGE>

Tax-Sheltered Retirement Plans. LFDI offers prototype tax-qualified plans,
including Individual Retirement Accounts (IRAs), and Pension and Profit-Sharing
Plans for individuals, corporations, employees and the self-employed. The
minimum initial Retirement Plan investment is $25. Investors Bank & Trust
Company is the Trustee of LFDI prototype plans and charges a $10 annual fee.
Detailed information concerning these Retirement Plans and copies of the
Retirement Plans are available from LFDI.

Participants in non-LFDI prototype Retirement Plans (other than IRAs) also are
charged a $10 annual fee unless the plan maintains an omnibus account with LFSI.
Participants in LFDI prototype Plans (other than IRAs) who liquidate the total
value of their account will also be charged a $15 close-out processing fee
payable to LFSI. The fee is in addition to any applicable CDSC. The fee will not
apply if the participant uses the proceeds to open a LFDI IRA Rollover account
in any fund, or if the Plan maintains an omnibus account.

Consultation with a competent financial and tax advisor regarding these Plans
and consideration of the suitability of fund shares as an investment under the
Employee Retirement Income Security Act of 1974 or otherwise is recommended.

Telephone Address Change Services. By calling LFSI, shareholders or their FSF of
record may change an address on a recorded telephone line. Confirmations of
address change will be sent to both the old and the new addresses. Telephone
redemption privileges are suspended for 30 days after an address change is
effected.

Cash Connection. Dividends and any other distributions, including Systematic
Withdrawal Plan (SWP) payments, may be automatically deposited to a
shareholder's bank account via electronic funds transfer. Shareholders wishing
to avail themselves of this electronic transfer procedure should complete the
appropriate sections of the Application.

Automatic Dividend Diversification. The automatic dividend diversification
reinvestment program (ADD) generally allows shareholders to have all
distributions from a fund automatically invested in the same class of shares of
another fund. An ADD account must be in the same name as the shareholder's
existing open account with the particular fund. Call LFSI for more information
at 1-800-422-3737.

PROGRAMS FOR REDUCING OR ELIMINATING SALES CHARGES

Right of Accumulation and Statement of Intent (Class A and Class T shares only)
(Class T shares can only be purchased by the shareholders of Newport Tiger Fund
who already own Class T shares). Reduced sales charges on Class A and T shares
can be effected by combining a current purchase with prior purchases of Class A,
B, C, T and Z shares of the funds distributed by LFDI. The applicable sales
charge is based on the combined total of:

1. the current purchase; and

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

LFDI must be promptly notified of each purchase which entitles a shareholder to
a reduced sales charge. Such reduced sales charge will be applied upon
confirmation of the shareholder's holdings by LFSI. A fund may terminate or
amend this Right of Accumulation.

Any person may qualify for reduced sales charges on purchases of Class A and T
shares made within a thirteen-month period pursuant to a Statement of Intent
("Statement"). A shareholder may include, as an accumulation credit toward the
completion of such Statement, the value of all Class A, B, C, T and Z shares
held by the shareholder on the date of the Statement in funds (except shares of
any money market fund, unless such shares were acquired by exchange from Class A
shares of another non-money market fund). The value is determined at the public
offering price on the date of the Statement. Purchases made through reinvestment
of distributions do not count toward satisfaction of the Statement.

During the term of a Statement, LFSI will hold shares in escrow to secure
payment of the higher sales charge applicable to Class A or T shares actually
purchased. Dividends and capital gains will be paid on all escrowed shares and
these shares will be released when the amount indicated has been purchased. A
Statement does not obligate the investor to buy or a fund to sell the amount of
the Statement.

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<PAGE>

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

If the amount of the Statement is not purchased, the shareholder shall remit to
LFDI an amount equal to the difference between the sales charge paid and the
sales charge that should have been paid. If the shareholder fails within twenty
days after a written request to pay such difference in sales charge, LFSI will
redeem that number of escrowed Class A shares to equal such difference. The
additional amount of FSF discount from the applicable offering price shall be
remitted to the shareholder's FSF of record.

Additional information about and the terms of Statements of Intent are available
from your FSF, or from LFSI at 1-800-345-6611.

Colonial Asset Builder Investment Program (this section currently applies only
to the Class A shares of Colonial Select Value Fund and The Colonial Fund, each
a series of Colonial Trust III). A reduced sales charge applies to a purchase of
certain funds' Class A shares under a Statement of Intent for the Colonial Asset
Builder Investment Program. The Program offer may be withdrawn at any time
without notice. A completed Program may serve as the initial investment for a
new Program, subject to the maximum of $4,000 in initial investments per
investor. Shareholders in this program are subject to a 5% sales charge. LFSI
will escrow shares to secure payment of the additional sales charge on amounts
invested if the Program is not completed. Escrowed shares are credited with
distributions and will be released when the Program has ended. Shareholders are
subject to a 1% fee on the amount invested if they do not complete the Program.
Prior to completion of the Program, only scheduled Program investments may be
made in a fund in which an investor has a Program account. The following
services are not available to Program accounts until a Program has ended:

<TABLE>
<S> <C>
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
</TABLE>

*Exchanges may be made to other funds offering the Program.

Because of the unavailability of certain services, this Program may not be
suitable for all investors.

The FSF receives 3% of the investor's intended purchases under a Program at the
time of initial investment and 1% after the 24th monthly payment. LFDI may
require the FSF to return all applicable commissions paid with respect to a
Program terminated within six months of inception, and thereafter to return
commissions in excess of the FSF discount applicable to shares actually
purchased.

Since the Asset Builder plan involves continuous investment regardless of the
fluctuating prices of funds shares, investors should consult their FSF to
determine whether it is appropriate. The Plan does not assure a profit nor
protect against loss in declining markets.

Reinstatement Privilege. An investor who has redeemed Class A, B, C or T shares
may, upon request, reinstate within one year a portion or all of the proceeds of
such sale in shares of the same Class of any fund at the NAV next determined
after LFSI receives a written reinstatement request and payment. Any CDSC paid
at the time of the redemption will be credited to the shareholder upon
reinstatement. The period between the redemption and the reinstatement will not
be counted in aging the reinstated shares for purposes of calculating any CDSC
or conversion date. Investors who desire to exercise this privilege should
contact their FSF or LFSI. Shareholders may exercise this Privilege an unlimited
number of times. Exercise of this privilege does not alter the Federal income
tax treatment of any capital gains realized on the prior sale of fund shares,
but to the extent any such shares were sold at a loss, some or all of the loss
may be disallowed for tax purposes. Consult your tax advisor.

Privileges of Colonial Employees or Financial Service Firms (in this section,
the "Advisor" refers to Colonial Management Associates, Inc. in its capacity as
the Advisor or Administrator to certain Funds). Class A shares of certain funds
may be sold at NAV to the following individuals whether currently employed or
retired: Trustees of funds advised

26
<PAGE>

or administered by the Advisor; directors, officers and employees of the
Advisor, LFDI and other companies affiliated with the Advisor; registered
representatives and employees of FSFs (including their affiliates) that are
parties to dealer agreements or other sales arrangements with LFDI; and such
persons' families and their beneficial accounts.

Sponsored Arrangements. Class A and Class T shares (Class T shares can only be
purchased by the shareholders of Newport Tiger Fund who already own Class T
shares) of certain funds may be purchased at reduced or no sales charge pursuant
to sponsored arrangements, which include programs under which an organization
makes recommendations to, or permits group solicitation of, its employees,
members or participants in connection with the purchase of shares of the fund on
an individual basis. The amount of the sales charge reduction will reflect the
anticipated reduction in sales expense associated with sponsored arrangements.
The reduction in sales expense, and therefore the reduction in sales charge,
will vary depending on factors such as the size and stability of the
organization's group, the term of the organization's existence and certain
characteristics of the members of its group. The funds reserve the right to
revise the terms of or to suspend or discontinue sales pursuant to sponsored
plans at any time.

Class A and Class T shares (Class T shares can only be purchased by the
shareholders of Newport Tiger Fund who already own Class T shares) of certain
funds may also be purchased at reduced or no sales charge by clients of dealers,
brokers or registered investment advisors that have entered into agreements with
LFDI pursuant to which the funds are included as investment options in programs
involving fee-based compensation arrangements, and by participants in certain
retirement plans.

Waiver of Contingent Deferred Sales Charges (CDSCs) (in this section, the
"Advisor" refers to Colonial Management Associates, Inc. in its capacity as the
Advisor or Administrator to certain Funds) (Classes A, B and C) CDSCs may be
waived on redemptions in the following situations with the proper documentation:

1. Death. CDSCs may be waived on redemptions within one year following the
death of (i) the sole shareholder on an individual account, (ii) a joint
tenant where the surviving joint tenant is the deceased's spouse, or (iii)
the beneficiary of a Uniform Gifts to Minors Act (UGMA), Uniform Transfers
to Minors Act (UTMA) or other custodial account. If, upon the occurrence of
one of the foregoing, the account is transferred to an account registered in
the name of the deceased's estate, the CDSC will be waived on any redemption
from the estate account occurring within one year after the death. If the
Class B shares are not redeemed within one year of the death, they will
remain subject to the applicable CDSC, when redeemed from the transferee's
account. If the account is transferred to a new registration and then a
redemption is requested, the applicable CDSC will be charged.

2. Systematic Withdrawal Plan (SWP). CDSCs may be waived on redemptions
occurring pursuant to a monthly, quarterly or semi-annual SWP established
with LFSI Advisor, to the extent the redemptions do not exceed, on an annual
basis, 12% of the account's value, so long as at the time of the first SWP
redemption the account had had distributions reinvested for a period at
least equal to the period of the SWP (e.g., if it is a quarterly SWP,
distributions must have been reinvested at least for the three month period
prior to the first SWP redemption); otherwise CDSCs will be charged on SWP
redemptions until this requirement is met; this requirement does not apply
if the SWP is set up at the time the account is established, and
distributions are being reinvested. See below under "Investor Services -
Systematic Withdrawal Plan."

3. Disability. CDSCs may be waived on redemptions occurring within one year
after the sole shareholder on an individual account or a joint tenant on a
spousal joint tenant account becomes disabled (as defined in Section
72(m)(7) of the Internal Revenue Code). To be eligible for such waiver, (i)
the disability must arise after the purchase of shares and (ii) the disabled
shareholder must have been under age 65 at the time of the initial
determination of disability. If the account is transferred to a new
registration and then a redemption is requested, the applicable CDSC will be
charged.

4. Death of a trustee. CDSCs may be waived on redemptions occurring upon
dissolution of a revocable living or grantor trust following the death of
the sole trustee where (i) the grantor of the trust is the sole trustee and
the sole life beneficiary, (ii) death occurs following the purchase and
(iii) the trust document provides for dissolution of the trust upon the
trustee's death. If the account is transferred to a new registration
(including that of a successor trustee), the applicable CDSC will be charged
upon any subsequent redemption.

27
<PAGE>

5. Returns of excess contributions. CDSCs may be waived on redemptions required
to return excess contributions made to retirement plans or individual
retirement accounts, so long as the FSF agrees to return the applicable
portion of any commission paid by Colonial.

6. Qualified Retirement Plans. CDSCs may be waived on redemptions required to
make distributions from qualified retirement plans following normal
retirement (as stated in the Plan document). CDSCs also will be waived on
SWP redemptions made to make required minimum distributions from qualified
retirement plans that have invested in funds distributed by LFDI for at
least two years.

The CDSC also may be waived where the FSF agrees to return all or an agreed upon
portion of the commission earned on the sale of the shares being redeemed.

HOW TO SELL SHARES

Shares may also be sold on any day the Exchange is open, either directly to the
Fund or through the shareholder's FSF. Sale proceeds generally are sent within
seven days (usually on the next business day after your request is received in
good form). However, for shares recently purchased by check, the Fund will delay
sending proceeds for up to 15 days in order to protect the Fund against
financial losses and dilution in net asset value caused by dishonored purchase
payment checks.

To sell shares directly to the Fund, send a signed letter of instruction or
stock power form to LFSI, along with any certificates for shares to be sold. The
sale price is the net asset value (less any applicable contingent deferred sales
charge) next calculated after the Fund receives the request in proper form.
Signatures must be guaranteed by a bank, a member firm of a national stock
exchange or another eligible guarantor institution. Stock power forms are
available from FSFs, LFSI and many banks. Additional documentation is required
for sales by corporations, agents, fiduciaries, surviving joint owners and
individual retirement account holders. Call LFSI for more information
1-800-345-6611.

FSFs must receive requests before the time at which the Fund's shares are valued
to receive that day's price, are responsible for furnishing all necessary
documentation to LFSI and may charge for this service.

Systematic Withdrawal Plan.

If a shareholder's account balance is at least $5,000, the shareholder may
establish a SWP. A specified dollar amount or percentage of the then current net
asset value of the shareholder's investment in any fund designated by the
shareholder will be paid monthly, quarterly or semi-annually to a designated
payee. The amount or percentage the shareholder specifies generally may not, on
an annualized basis, exceed 12% of the value, as of the time the shareholder
makes the election, of the shareholder's investment. Withdrawals from Class B
and Class C shares of the fund under a SWP will be treated as redemptions of
shares purchased through the reinvestment of fund distributions, or, to the
extent such shares in the shareholder's account are insufficient to cover Plan
payments, as redemptions from the earliest purchased shares of such fund in the
shareholder's account. No CDSCs apply to a redemption pursuant to a SWP of 12%
or less, even if, after giving effect to the redemption, the shareholder's
account balance is less than the shareholder's base amount. Qualified plan
participants who are required by Internal Revenue Service regulation to withdraw
more than 12%, on an annual basis, of the value of their Class B and Class C
share account may do so but will be subject to a CDSC ranging from 1% to 5% of
the amount withdrawn in excess of 12% annually. If a shareholder wishes to
participate in a SWP, the shareholder must elect to have all of the
shareholder's income dividends and other fund distributions payable in shares of
the fund rather than in cash.

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

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

SWP payments are made through share redemptions, which may result in a gain or
loss for tax purposes, may involve the use of principal and may eventually use
up all of the shares in a shareholder's account.

A fund may terminate a shareholder's SWP if the shareholder's account balance
falls below $5,000 due to any transfer or liquidation of shares other than
pursuant to the SWP. SWP payments will be terminated on receiving satisfactory
evidence of the death or

28
<PAGE>

incapacity of a shareholder. Until this evidence is received, LFSI will not be
liable for any payment made in accordance with the provisions of a SWP.

The cost of administering SWPs for the benefit of shareholders who participate
in them is borne by the fund as an expense of all shareholders.

Shareholders whose positions are held in "street name" by certain FSFs may not
be able to participate in a SWP. If a shareholder's Fund shares are held in
"street name," the shareholder should consult his or her FSF to determine
whether he or she may participate in a SWP.

Telephone Redemptions. All Fund shareholders and/or their FSFs advisor (except
for Newport Tiger Cub Fund, Newport Japan Opportunities Fund, Newport Asia
Pacific Fund and Newport Greater China Fund) are automatically eligible to
redeem up to $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). Transactions received after 4:00 p.m. Eastern
time will receive the next business day's closing price. Telephone redemption
privileges for larger amounts and for Newport Tiger Cub Fund, Newport Japan
Opportunities Fund, Newport Greater China Fund and Newport Asia Pacific Fund may
be elected on the Application. LFSI will employ reasonable procedures to confirm
that instructions communicated by telephone are genuine. Telephone redemptions
are not available on accounts with an address change in the preceding 30 days
and proceeds and confirmations will only be mailed or sent to the address of
record unless the redemption proceeds are being sent to a pre-designated bank
account. Shareholders and/or their FSFs advisor will be required to provide
their name, address and account number. FSFs advisor will also be required to
provide their broker number. All telephone transactions are recorded. A loss to
a shareholder may result from an unauthorized transaction reasonably believed to
have been authorized. No shareholder is obligated to execute the telephone
authorization form or to use the telephone to execute transactions.

Checkwriting (in this section, the "Advisor" refers to Colonial Management
Associates, Inc. in its capacity as the Advisor or Administrator of certain
Funds) (Available only on the Class A shares of certain funds) Shares may be
redeemed by check if a shareholder has previously completed an Application and
Signature Card. AdvisorLFSI will provide checks to be drawn on BankBoston (the
"Bank"). These checks may be made payable to the order of any person in the
amount of not less than $500 nor more than $100,000. The shareholder will
continue to earn dividends on shares until a check is presented to the Bank for
payment. At such time a sufficient number of full and fractional shares will be
redeemed at the next determined net asset value to cover the amount of the
check. Certificate shares may not be redeemed in this manner.

Shareholders utilizing checkwriting drafts will be subject to the Bank's rules
governing checking accounts. There is currently no charge to the shareholder for
the use of checks. The shareholder should make sure that there are sufficient
shares in his or her open account to cover the amount of any check drawn since
the net asset value of shares will fluctuate. If insufficient shares are in the
shareholder's open account, the check will be returned marked "insufficient
funds" and no shares will be redeemed; the shareholder will be charged a $15
service fee for each check returned. It is not possible to determine in advance
the total value of an open account because prior redemptions and possible
changes in net asset value may cause the value of an open account to change.
Accordingly, a check redemption should not be used to close an open account. In
addition, a check redemption, like any other redemption, may give rise to
taxable capital gains.

Non Cash Redemptions. For redemptions of any single shareholder within any
90-day period exceeding the lesser of $250,000 or 1% of a fund's net asset
value, a fund may make the payment or a portion of the payment with portfolio
securities held by that fund instead of cash, in which case the redeeming
shareholder may incur brokerage and other costs in selling the securities
received.

DISTRIBUTIONS

Distributions are invested in additional shares of the same Class of the fund at
net asset value unless the shareholder elects to receive cash. Regardless of the
shareholder's election, distributions of $10 or less will not be paid in cash,
but will be invested in additional shares of the same Class of the fund at net
asset value. Undelivered distribution checks returned by the post office will be
reinvested in your account. If a shareholder has elected to receive dividends
and/or capital gain distributions in cash and the postal or other delivery
service selected by the Transfer Agent is unable to deliver checks to the
shareholder's address of record, such shareholder's distribution option will
automatically be converted to having all dividend and other distributions
reinvested in additional shares. No interest will accrue on amounts represented
by uncashed distribution or redemption checks.

29
<PAGE>

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 Money Market Fund and Colonial
Municipal Money Market Fund will be earned starting with the day after that fund
receives payments for the shares.

HOW TO EXCHANGE SHARES

Shares of the Fund may be exchanged for the same class of shares of the other
continuously offered Funds (with certain exceptions) on the basis of the NAVs
per share at the time of exchange. Class T and Z shares may be exchanged for
Class A shares of the other Funds. The prospectus of each fund describes its
investment objective and policies, and shareholders should obtain a prospectus
and consider these objectives and policies carefully before requesting an
exchange. Shares of certain funds are not available to residents of all states.
Consult LFSI before requesting an exchange.

By calling LFSI, shareholders or their FSF of record may exchange among accounts
with identical registrations, provided that the shares are held on deposit.
During periods of unusual market changes or shareholder activity, shareholders
may experience delays in contacting LFSI by telephone to exercise the telephone
exchange privilege. Because an exchange involves a redemption and reinvestment
in another fund, completion of an exchange may be delayed under unusual
circumstances, such as if the fund suspends repurchases or postpones payment for
the fund shares being exchanged in accordance with federal securities law. LFSI
will also make exchanges upon receipt of a written exchange request and, share
certificates, if any. If the shareholder is a corporation, partnership, agent,
or surviving joint owner, LFSI will require customary additional documentation.
Prospectuses of the other funds are available from the LFDI Literature
Department by calling 1-800-426-3750.

A loss to a shareholder may result from an unauthorized transaction reasonably
believed to have been authorized. No shareholder is obligated to use the
telephone to execute transactions.

You need to hold your Class A and Class T shares for five months before
exchanging to certain funds having a higher maximum sales charge. Consult your
FSF or LFSI. In all cases, the shares to be exchanged must be registered on the
records of the fund in the name of the shareholder desiring to exchange.

Shareholders of the other open-end funds generally may exchange their shares at
NAV for the same class of shares of the fund.

An exchange is generally a capital sale transaction for federal income tax
purposes. The exchange privilege may be revised, suspended or terminated at any
time.

SUSPENSION OF REDEMPTIONS

A Fund may not suspend shareholders' right of redemption or postpone payment for
more than seven days unless the Exchange is closed for other than customary
weekends or holidays, or if permitted by the rules of the SEC during periods
when trading on the Exchange is restricted or during any emergency which makes
it impracticable for the fund to dispose of its securities or to determine
fairly the value of its net assets, or during any other period permitted by
order of the SEC for the protection of investors.

SHAREHOLDER LIABILITY

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

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

SHAREHOLDER MEETINGS

As described under the caption "Organization and History" in the Prospectus of
each fund, the fund will not hold annual shareholders' meetings. The Trustees
may fill any vacancies in the Board of Trustees except that the Trustees may not
fill a vacancy if, immediately after filling such vacancy, less than two-thirds
of the Trustees then in office would have been elected to such office by the

30
<PAGE>

shareholders. In addition, at such times as less than a majority of the Trustees
then in office have been elected to such office by the shareholders, the
Trustees must call a meeting of shareholders. Trustees may be removed from
office by a written consent signed by a majority of the outstanding shares of
the Trust or by a vote of the holders of a majority of the outstanding shares at
a meeting duly called for the purpose, which meeting shall be held upon written
request of the holders of not less than 10% of the outstanding shares of the
Trust. Upon written request by the holders of 1% of the outstanding shares of
the Trust stating that such shareholders of the Trust, for the purpose of
obtaining the signatures necessary to demand a shareholders' meeting to consider
removal of a Trustee, request information regarding the Trust's shareholders,
the Trust will provide appropriate materials (at the expense of the requesting
shareholders). Except as otherwise disclosed in the Prospectus and this SAI, the
Trustees shall continue to hold office and may appoint their successors.

At any shareholders' meetings that may be held, shareholders of all series would
vote together, irrespective of series, on the election of Trustees or the
selection of independent accountants, but each series would vote separately from
the others on other matters, such as changes in the investment policies of that
series or the approval of the management agreement for that series.

PERFORMANCE MEASURES
Total Return

Standardized average annual total return. Average annual total return is the
actual return on a $1,000 investment in a particular class of shares of the
fund, made at the beginning of a stated period, adjusted for the maximum sales
charge or applicable CDSC for the class of shares of the fund and assuming that
all distributions were reinvested at NAV, converted to an average annual return
assuming annual compounding.

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

Total return for a newer class of shares for periods prior to inception includes
(a) the performance of the newer class of shares since inception and (b) the
performance of the oldest existing class of shares from the inception date up to
the date the newer class was offered for sale. In calculating total rate of
return for a newer class of shares in accordance with certain formulas required
by the SEC, the performance will be adjusted to take into account the fact that
the newer class is subject to a different sales charge than the oldest class
(e.g., if the newer class is Class A shares, the total rate of return quoted
will reflect the deduction of the initial sales charge applicable to Class A
shares; if the newer class is Class B or Class C shares, the total rate of
return quoted will reflect the deduction of the CDSC applicable to Class B or
Class C shares). However, the performance will not be adjusted to take into
account the fact that the newer class of shares bears different class specific
expenses than the oldest class of shares (e.g., Rule 12b-1 fees). Therefore, the
total rate of return quoted for a newer class of shares will differ from the
return that would be quoted had the newer class of shares been outstanding for
the entire period over which the calculation is based (i.e., the total rate of
return quoted for the newer class will be higher than the return that would have
been quoted had the newer class of shares been outstanding for the entire period
over which the calculation is based if the class specific expenses for the newer
class are higher than the class specific expenses of the oldest class, and the
total rate of return quoted for the newer class will be lower than the return
that would be quoted had the newer class of shares been outstanding for this
entire period if the class specific expenses for the newer class are lower than
the class specific expenses of the oldest class).

Yield

Money market. A money market fund's yield and effective yield is computed in
accordance with the SEC's formula for money market fund yields.

Non-money market. The yield for each class of shares of a fund is determined by
(i) calculating the income (as defined by the SEC for purposes of advertising
yield) during the base period and subtracting actual expenses for the period
(net of any reimbursements), and (ii) dividing the result by the product of the
average daily number of shares of the fund that were entitled to dividends
during the period and the maximum offering price of the fund on the last day of
the period, (iii) then annualizing the result assuming semi-annual compounding.
Tax-equivalent yield is calculated by taking that portion of the yield which is
exempt from income tax and determining the equivalent taxable yield which would
produce the same after-tax yield for any given federal and 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 of a fund is
usually calculated by dividing annual or annualized distributions by the maximum
offering price of that class on the last day of the period. Generally, the
fund's distribution rate reflects total amounts actually paid to shareholders,
while yield reflects the current

31
<PAGE>

earning power of the fund's portfolio securities (net of the fund's expenses).
The fund's yield for any period may be more or less than the amount actually
distributed in respect of such period.

The fund may compare its performance to various unmanaged indices published by
such sources as are listed in Appendix II.

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

All data are based on past performance and do not predict future results.

General. From time to time, the fund may discuss or quote its current portfolio
manager as well as other investment personnel, including such person's views on:
the economy; securities markets; portfolio securities and their issuers;
investment philosophies, strategies, techniques and criteria used in the
selection of securities to be purchased or sold for the fund, including the New
Value(TM) investment strategy that expands upon the principles of traditional
value investing; the fund's portfolio holdings; the investment research and
analysis process; the formulation and evaluation of investment recommendations;
and the assessment and evaluation of credit, interest rate, market and economic
risks and similar or related matters.

The fund may also quote evaluations mentioned in independent radio or television
broadcasts, and use charts and graphs to illustrate the past performance of
various indices such as those mentioned in Appendix II and illustrations using
hypothetical rates of return to illustrate the effects of compounding and
tax-deferral. The fund may advertise examples of the effects of periodic
investment plans, including the principle of dollar costs averaging. In such a
program, an investor invests a fixed dollar amount in a fund at periodic
intervals, thereby purchasing fewer shares when prices are high and more shares
when prices are low.

From time to time, the fund may also discuss or quote the views of its
distributor, its investment advisor and other financial planning, legal, tax,
accounting, insurance, estate planning and other professionals, or from surveys,
regarding individual and family financial planning. Such views may include
information regarding: retirement planning; general investment techniques (e.g.,
asset allocation and disciplined saving and investing); business succession;
issues with respect to insurance (e.g., disability and life insurance and
Medicare supplemental insurance); issues regarding financial and health care
management for elderly family members; and similar or related matters.

32
<PAGE>

APPENDIX I
DESCRIPTION OF BOND RATINGS

STANDARD & POOR'S CORPORATION (S&P)

The following descriptions are applicable to municipal bond funds:

AAA bonds have the highest rating assigned by S&P. Capacity to pay interest and
repay principal is extremely strong.

AA bonds have a very strong capacity to pay interest and repay principal, and
they differ from AAA only in small degree.

A bonds have a strong capacity to pay interest and repay principal, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB bonds are regarded as having an adequate capacity to pay interest and repay
principal. Whereas they normally exhibit adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal than for bonds in the A
category.

BB, B, CCC, CC and C bonds are regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and C the highest degree. While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or large exposures to adverse conditions.

BB bonds have less near-term vulnerability to default than other speculative
issues. However, they face major ongoing uncertainties or exposure to adverse
business, financial, or economic conditions which could lead to inadequate
capacity to meet timely interest and principal payments. The BB rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied BBB- rating.

B bonds have a greater vulnerability to default but currently have the capacity
to meet interest payments and principal repayments. Adverse business, financial,
or economic conditions will likely impair capacity or willingness to pay
interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.

CCC bonds have a currently identifiable vulnerability to default, and are
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, the bonds are not likely to have
the capacity to pay interest and repay principal. The CCC rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied B or B- rating.

CC rating typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating.

C rating typically is applied to debt subordinated to senior debt which assigned
an actual or implied CCC- debt rating. The C rating may be used to cover a
situation where a bankruptcy petition has been filed, but debt service payments
are continued.

CI rating is reserved for income bonds on which no interest is being paid.

D bonds are in payment default. The D rating category is used when interest
payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

Plus(+) or minus(-) ratings from AA to CCC may be modified by the addition of a
plus or minus sign to show relative standing within the major rating categories.

33
<PAGE>

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.

The following descriptions are applicable to equity and taxable bond funds:

AAA bonds have the highest rating assigned by S&P. The obligor's capacity to
meet its financial commitment on the obligation is extremely strong.

AA bonds differ from the highest rated obligations only in small degree. The
obligor's capacity to meet its financial commitment on the obligation is very
strong.

A bonds are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher rated
categories. However, the obligor's capacity to meet its financial commitment on
the obligation is still strong.

BBB bonds exhibit adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.

BB, B, CCC and CC bonds are regarded, as having significant speculative
characteristics. BB indicates the least degree of speculation and C the highest.
While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.

BB bonds are less vulnerable to non-payment than other speculative issues.
However, they face major ongoing uncertainties or exposure to adverse business,
financial, or economic conditions which could lead to the obligor's inadequate
capacity to meet its financial commitment on the obligation.

B bonds are more vulnerable to nonpayment than obligations rated BB, but the
obligor currently has the capacity to meet its financial commitment on the
obligation. Adverse business, financial, or economic conditions will likely
impair the obligor's capacity or willingness to meet its financial commitment on
the obligation.

34
<PAGE>

CCC bonds are currently vulnerable to nonpayment, and are dependent upon
favorable business, financial, and economic conditions for the obligor to meet
its financial commitment on the obligation. In the event of adverse business,
financial, or economic conditions, the obligor is not likely to have the
capacity to meet its financial commitment on the obligation.

CC bonds are currently highly vulnerable to nonpayment.

C ratings may be used to cover a situation where a bankruptcy petition has been
filed or similar action has been taken, but payments on the obligation are being
continued.

D bonds are in payment default. The D rating category is used when payments on
an obligation are not made on the date due even if the applicable grace period
has not expired, unless S&P believes that such payments will be made during such
grace period. The D rating also will be used upon the filing of a bankruptcy
petition or the taking of a similar action if payments on an obligation are
jeopardized.

Plus (+) or minus(-): The ratings from AA to CCC may be modified by the addition
of a plus or minus sign to show relative standing within the major rating
categories.

r This symbol is attached to the rating of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk, such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.

MOODY'S INVESTORS SERVICE, INC. (MOODY'S)

Aaa bonds are judged to be of the best quality. They carry the smallest degree
of investment risk and are generally referred to as "gilt edge". Interest
payments are protected by a large or by an exceptionally stable margin and
principal is secure. While various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair a fundamentally
strong position of such issues.

Aa bonds are judged to be of high quality by all standards. Together with Aaa
bonds they comprise what are generally known as high-grade bonds. They are rated
lower than the best bonds because margins of protection may not be as large in
Aaa securities or fluctuation of protective elements may be of greater amplitude
or there may be other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.

Those bonds in the Aa through B groups that Moody's believes possess the
strongest investment attributes are designated by the symbol Aa1, A1 and Baa1.

A bonds possess many favorable investment attributes and are to be considered as
upper-medium-grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present that suggest a
susceptibility to impairment sometime in the future.

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

Ba bonds are judged to have speculative elements: their future cannot be
considered as well secured. Often, the protection of interest and principal
payments may be very moderate, and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.

B bonds generally lack characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other terms of the contract
over any long period of time may be small.

Caa bonds are of poor standing. Such issues may be in default or there may be
present elements of danger with respect to principal or interest.

Ca bonds represent obligations which are speculative in a high degree. Such
issues are often in default or have other marked shortcomings.

C bonds are the lowest rated class of bonds and issues so rated can be regarded
as having extremely poor prospects of ever attaining any real investment
standing.

Conditional Ratings. Bonds for which the security depends upon the completion of
some act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operating experience,

35
<PAGE>

(c) rentals which begin when facilities are completed, or (d) payments to which
some other limiting conditions attach. Parenthetical rating denotes probable
credit stature upon completion of construction or elimination of basis of
condition.

Municipal Notes:

MIG 1. This designation denotes best quality. There is present strong protection
by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

MIG 2. This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.

MIG 3. This designation denotes favorable quality. All security elements are
accounted for, but there is lacking the undeniable strength of the preceding
grades. Liquidity and cash flow protection may be narrow and market access for
refinancing is likely to be less well established.

Demand Feature of Variable Rate Demand Securities:

Moody's may assign a separate rating to the demand feature of a variable rate
demand security. Such a rating may include:

VMIG 1. This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

VMIG 2. This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.

VMIG 3. This designation denotes favorable quality. All security elements are
accounted for, but there is lacking the undeniable strength of the preceding
grades. Liquidity and cash flow protection may be narrow and market access for
refinancing is likely to be less well established.

Commercial Paper:

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment capacity of rated issuers:

Prime-1 Highest Quality
Prime-2 Higher Quality
Prime-3 High Quality

If an issuer represents to Moody's that its Commercial Paper obligations are
supported by the credit of another entity or entities, Moody's, in assigning
ratings to such issuers, evaluates the financial strength of the indicated
affiliated corporations, commercial banks, insurance companies, foreign
governments, or other entities, but only as one factor in the total rating
assessment.

Corporate Bonds:
The description of the applicable rating symbols (Aaa, Aa, A) and their meanings
is identical to that of the Municipal Bond ratings as set forth above, except
for the numerical modifiers. Moody's applies numerical modifiers 1, 2, and 3 in
the Aa and A classifications of its corporate bond rating system. The modifier 1
indicates that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a midrange ranking; and the modifier 3
indicates that the issuer ranks in the lower end of its generic rating category.

FITCH INVESTORS SERVICE

Investment Grade Bond Ratings

AAA bonds are considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and/or
dividends and repay principal, which is unlikely to be affected by reasonably
foreseeable events.

AA bonds are considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated `AAA'. Because bonds rated in the
`AAA' and `AA' categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated `F-1+'.

A bonds are considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than debt securities with higher ratings.

BBB bonds are considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest or dividends and repay principal
is considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse

36
<PAGE>

impact on these securities and, therefore, impair timely payment. The likelihood
that the ratings of these bonds will fall below investment grade is higher than
for securities with higher ratings.

Conditional

A conditional rating is premised on the successful completion of a project or
the occurrence of a specific event.

Speculative-Grade Bond Ratings

BB bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified, which could assist the
obligor in satisfying its debt service requirements.

B bonds are considered highly speculative. While securities in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC bonds have certain identifiable characteristics that, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C bonds are in imminent default in payment of interest or principal.

DDD, DD, and D bonds are in default on interest and/or principal payments. Such
securities are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. `DDD'
represents the highest potential for recovery on these securities, and `D'
represents the lowest potential for recovery.

DUFF & PHELPS CREDIT RATING CO.

AAA - Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+, AA, AA - High credit quality. Protection factors are strong. Risk is modest
but may vary slightly from time to time because of economic conditions.

A+, A, A - Protection factors are average but adequate. However, risk factors
are more available and greater in periods of economic stress.

BBB+, BBB, BBB - Below average protection factors but still considered
sufficient for prudent investment. Considerable variability in risk during
economic cycles.

BB+, BB, BB - Below investment grade but deemed likely to meet obligations when
due. Present or prospective financial protection factors fluctuate according to
industry conditions or company fortunes. Overall quality may move up or down
frequently within this category.

B+, B, B - Below investment grade and possessing risk that obligations will not
be met when due. Financial protection factors will fluctuate widely according to
economic cycles, industry conditions and/or company fortunes. Potential exists
for frequent changes in the rating within this category or into a higher or
lower rating grade.

CCC - Well below investment grade securities. Considerable uncertainty exists as
to timely payment of principal, interest or preferred dividends. Protection
factors are narrow and risk can be substantial with unfavorable
economic/industry conditions, and/or with unfavorable company developments.

DD - Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or interest payments.

37
<PAGE>

APPENDIX II

1997
<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)
- ------ -------- ----------
<S> <C> <C>
Donoghue Tax-Free Funds 4.93
Donoghue U.S. Treasury Funds 4.65
Dow Jones & Company Industrial Index 24.87
Morgan Stanley Capital International EAFE Index 1.78
Morgan Stanley Capital International EAFE GDP Index 5.77
Libor Six-month Libor N/A
Lipper Short U.S. Government Funds 5.82
Lipper California Municipal Bond Funds 9.15
Lipper Connecticut Municipal Bond Funds 8.53
Lipper Closed End Bond Funds 12.01
Lipper Florida Municipal Bond Funds 8.53
Lipper General Municipal Bonds 9.11
Lipper Global Funds 13.04
Lipper Growth Funds 25.30
Lipper Growth & Income Funds 27.14
Lipper High Current Yield Bond Funds 12.96
Lipper High Yield Municipal Bond Debt 10.11
Lipper Fixed Income Funds 8.67
Lipper Insured Municipal Bond Average 8.39
Lipper Intermediate Muni Bonds 7.16
Lipper Intermediate (5-10) U.S. Government Funds 8.08
Lipper Massachusetts Municipal Bond Funds 8.64
Lipper Michigan Municipal Bond Funds 8.50
Lipper Mid Cap Funds 19.76
Lipper Minnesota Municipal Bond Funds 8.15
Lipper U.S. Government Money Market Funds 4.90
Lipper New York Municipal Bond Funds 8.99
Lipper North Carolina Municipal Bond Funds 8.84
Lipper Ohio Municipal Bond Funds 8.16
Lipper Small Cap Funds 20.75
Lipper General U.S. Government Funds 8.84
Lipper Pacific Region Funds-Ex-Japan (35.52)
Lipper International Funds 5.44
Lipper Balanced Funds 19.00
Lipper Tax-Exempt Money Market 3.08
Lipper Multi-Sector 8.77
Lipper Corporate Debt BBB 10.08
Lipper High Yield Municipal - Closed Ends 9.66
Lipper High Current Yield - Closed Ends 14.31
Lipper General Municipal Debt - Closed Ends 10.26
Lipper Intermediate Investment Grade Debt 8.57
Lipper Utilities 26.01
Lipper Japan (14.07)
Lipper China (22.92)
Shearson Lehman Composite Government Index 9.59
Shearson Lehman Government/Corporate Index 9.76
Shearson Lehman Long-term Government Index 9.58
Shearson Lehman Municipal Bond Index 9.19
Shearson Lehman U.S. Government 1-3 6.65
S&P S&P 500 Index 33.35
S&P Utility Index 24.65
S&P Barra Growth 36.38
S&P Barra Value 29.99
S&P Midcap 400 19.00
First Boston High Yield Index 12.63
</TABLE>

38
<PAGE>

<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)
- ------ -------- ----------
<S> <C> <C>
Swiss Bank 10 Year U.S. Government (Corporate Bond) 11.20
Swiss Bank 10 Year United Kingdom (Corporate Bond) 12.54
Swiss Bank 10 Year France (Corporate Bond) (4.79)
Swiss Bank 10 Year Germany (Corporate Bond) (6.13)
Swiss Bank 10 Year Japan (Corporate Bond) (3.39)
Swiss Bank 10 Year Canada (Corporate Bond) 7.79
Swiss Bank 10 Year Australia (Corporate Bond) (3.93)
Morgan Stanley Capital International 10 Year Hong Kong (Equity) 19.18
Morgan Stanley Capital International 10 Year Belgium (Equity) 14.43
Morgan Stanley Capital International 10 Year Austria (Equity) 7.58
Morgan Stanley Capital International 10 Year France (Equity) 13.27
Morgan Stanley Capital International 10 Year Netherlands (Equity) 18.61
Morgan Stanley Capital International 10 Year Japan (Equity) (2.90)
Morgan Stanley Capital International 10 Year Switzerland (Equity) 18.53
Morgan Stanley Capital International 10 Year United Kingdom (Equity) 13.95
Morgan Stanley Capital International 10 Year Germany (Equity) 13.75
Morgan Stanley Capital International 10 Year Italy (Equity) 6.15
Morgan Stanley Capital International 10 Year Sweden (Equity) 17.62
Morgan Stanley Capital International 10 Year United States (Equity) 17.39
Morgan Stanley Capital International 10 Year Australia (Equity) 9.25
Morgan Stanley Capital International 10 Year Norway (Equity) 13.29
Morgan Stanley Capital International 10 Year Spain (Equity) 10.58
Morgan Stanley Capital International World GDP Index 13.35
Morgan Stanley Capital International Pacific Region Funds Ex-Japan (31.00)
Bureau of Labor Statistics Consumer Price Index (Inflation) 1.70
FHLB-San FranLFSIo 11th District Cost-of-Funds Index N/A
Salomon Six-Month Treasury Bill 5.41
Salomon One-Year Constant-Maturity Treasury Rate N/A
Salomon Five-Year Constant-Maturity Treasury Rate N/A
Frank Russell Company Russell 2000(R)Index 22.36
Frank Russell Company Russell 1000(R)Value Index 35.18
Frank Russell Company Russell 1000(R)Growth Index 30.49
Bloomberg NA NA
Credit Lyonnais NA NA
Statistical Abstract of the U.S. NA NA
World Economic Outlook NA NA
</TABLE>

The Russell 2000(R) Index, the Russell 1000(R) Value Index and the Russell
1000(R) Growth Index are each a trademark/service mark of the Frank Russell
Company. Russell(TM) is a trademark of the Frank Russell Company.

*in U.S. currency

39
<PAGE>

COLONIAL TRUST IV
-----------------

Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------

Colonial High Yield Municipal Fund
----------------------------------

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

<TABLE>
<CAPTION>
Part B
- ------

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

11. Organization and History

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

13. Fund Charges and Expenses

14. Fund Charges and Expenses

15. Fund Charges and Expenses

16. Fund Charges and Expenses; Management of the Funds

17. Organization and History; Fund Charges and Expenses;
Shareholder Meetings; Shareholder Liability

19. Taxes

20. Fund Charges and Expenses; Management of the Funds

21. Fund Charges and Expenses; Investment Performance;
Performance Measures

22. Independent Accountants
</TABLE>

<PAGE>

COLONIAL HIGH YIELD MUNICIPAL FUND
Statement of Additional Information

March 30, 1999

This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectus of Colonial High
Yield 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 30, 1999. This SAI should be read together with the Prospectus and
the Fund's most recent Annual Report dated November 30, 1998. Investors may
obtain a free copy of the Prospectus and the Annual Report from Liberty Funds
Distributor, Inc. (LFDI), One Financial Center, Boston, MA 02111-2621.

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

TABLE OF CONTENTS

<TABLE>
Part 1 Page
<S> <C>
Definitions
Organization and History
Investment Objective and Policies
Fundamental Investment Policies
Other Investment Policies
Fund Charges and Expenses
Investment Performance
Custodian
Independent Accountants

Part 2

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

a
<PAGE>

Part 1

COLONIAL HIGH YIELD MUNICIPAL FUND
Statement of Additional Information

March 30, 1999

DEFINITIONS

<TABLE>
<S> <C>
"Trust" Colonial Trust IV
"Fund" Colonial High Yield Municipal Fund
"Advisor" Colonial Management Associates, Inc., the Fund's investment advisor
"LFDI" Liberty Funds Distributor, Inc., the Fund's distributor
"LFSI" Liberty Funds Services, Inc., the Fund's shareholder services and transfer agent
</TABLE>

ORGANIZATION AND HISTORY

The Trust is a Massachusetts business trust organized in 1978. The Fund
represents the entire interest in a separate portfolio of the Trust.

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 utilized by the Fund:

Short-Term Trading
Lower Rated Bonds
Forward Commitments
Repurchase Agreements
Futures Contracts and Related Options
Zero Coupon Securities
Inverse Floaters

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

FUNDAMENTAL INVESTMENT POLICIES
The Investment Company Act of 1940 (Act) provides that a "vote of a majority of
the outstanding voting securities" means the affirmative vote of the lesser of
(1) more 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. Borrow from banks, other affiliated funds and other entities to the extent
permitted by applicable law, provided that the Funds borrowings shall not
exceed 33 1/3% of the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings) or such other
percentage permitted by law;

2. Invest in real estate only up to 5% of its net assets;

b
<PAGE>

3. 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;

4. Only underwrite securities issued by others when disposing of portfolio
securities;

5. Make loans (a) through lending of securities, (b) through the purchase of
debt instruments or similar evidences of indebtedness typically sold
privately to financial institutions, (c) through an interfund lending
program with other affiliated funds provided that no such loan may be made
if, as a result, the aggregate of such loans would exceed 33 1/3% of the
value of its total assets (taken at market value at the time of such
loans) and (d) through repurchase agreements;

c
<PAGE>

6. Not concentrate more than 25% of its total assets in any one industry or
with respect to 75% of total assets, purchase any security (other than
obligations of the U.S. Government and cash items including receivables)
if as a result more than 5% of its total assets would then be invested in
securities of a single issuer or purchase the voting securities of an
issuer if, as a result of such purchases, the Fund would own more than 10%
of the outstanding voting shares of such issuer; and

7. 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; And

3. Invest more than 15% of its net assets in illiquid securities.

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

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.

FUND CHARGES AND EXPENSES

Under the Fund's Management Agreement, the Trust pays the Advisor a monthly fee
based on the aggregate average daily net assets of the Fund, the Colonial
Tax-Exempt Fund and the Colonial Tax-Exempt Insured Fund at the following annual
rates (subject to reductions that the Advisor may agree to periodically): 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 Advisor, LFDI and LFSI (dollars in thousands)

<TABLE>
<CAPTION>
Years Ended November 30
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $1,059 $925
Bookkeeping fee 76 68
Shareholder service and transfer
agent fee 297 271
12b-1 fees:
Service fee (Classes A, B and 476 418
C)(a)
Distribution fee (Class B) 1,079 1,057
Distribution fee (Class C) (b) --
</TABLE>

(a) Class C shares were initially offered on August 1, 1997

(b) Rounds to less than one.

d
<PAGE>

Brokerage Commissions (dollars in thousands)

<TABLE>
<CAPTION>
Years Ended November 30
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Total commissions (c) $0
</TABLE>

Trustees and Trustees' Fees

For the fiscal year ended November 30, 1998 and the calendar year ended December
31, 1998, the Trustees received the following compensation for serving as
Trustees(d).

<TABLE>
<CAPTION>
Aggregate Compensation Total Compensation From Trust And Fund
From Fund For The Fiscal Year Complex Paid To The Trustees For The
Trustee Ended November 30, 1998 Calendar Year Ended December 31, 1998(e)
- ------- ----------------------- ----------------------------------------
<S> <C> <C>
Robert J. Birnbaum $ $ 99,429
Tom Bleasdale (f) 102,000(g)
John Carberry(h) (i) (i)
Lora S. Collins 97,429
James E. Grinnell (j) 103,071( )
William D. Ireland, Jr.(k) 35,333
Richard W. Lowry 98,214
Salvatore Macera(h) 15,500
William E. Mayer 99,286
James L. Moody, Jr. (l) 105,857(m)
John J. Neuhauser 105,323
George L. Shinn(k) 31,334
Thomas E. Stitzel(h) 15,500
Robert L. Sullivan 104,100
Anne-Lee Verville(h) 23,445
Sinclair Weeks, Jr.(k) 34,333
</TABLE>

(d) The Fund does not currently provide pension or retirement plan benefits to
the Trustees.

(e) At December 31, 1998, the Colonial Funds complex consisted of 47 open-end
and 5 closed-end management investment company portfolios.
(f) Includes $ payable in later years as deferred compensation.
(g) Includes $52,000 payable in later years as deferred compensation.
(h) Elected as Trustee of the Trust October 30, 1998.
(i) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.
(j) Includes $ payable in later years as deferred compensation.
(k) Retired as Trustee of the Trust effective April 24, 1998.
(l) Total compensation of $ for the fiscal year ended November 30, 1998 will
be payable in later years as deferred compensation.
(m) Total compensation of $105,857 for the calendar year ended December 31,
1998 will be payable in later years as deferred compensation.

e
<PAGE>

<TABLE>
<CAPTION>
Total Compensation From Liberty Funds For
Trustee The Calendar Year Ended December 31, 1998(n)
- ------- --------------------------------------------
<S> <C>
Robert J. Birnbaum $25,000
James E. Grinnell 25,000
Richard W. Lowry 25,000
</TABLE>

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

The following table sets forth the compensation paid to Mr. Macera and Dr.
Stitzel in their capacities as Trustees of Liberty Variable Investment Trust
(LVIT), which offers nine funds: Colonial Growth and Income Fund, Variable
Series; Stein Roe Global Utilities Fund, Variable Series; Colonial International
Fund for Growth, Variable Series; Colonial U.S. Stock Fund, Variable Series;
Colonial Strategic Income Fund, Variable Series; Newport Tiger Fund, Variable
Series; Liberty All-Star Equity Fund, Variable Series; Colonial Small Cap Value
Fund, Variable Series and Colonial High Yield Securities Fund, Variable Series,
for serving during the fiscal year ended December 31, 1997:

<TABLE>
<CAPTION>
Aggregate 1998 Total Compensation From LVIT and Investment Companies
Trustee Compensation(o) which are Series of LVIT Trust in 1998(p)
- ------- --------------- -----------------------------------------
<S> <C> <C>
Salvatore Macera $9,750 $16,500
Thomas E. Stitzel 9,750 16,500
</TABLE>

(o) Consists of Trustee fees in the amount of (i) a $5,000 annual retainer,
(ii) a $1,500 meeting fee for each meeting attended in person and (iii) a
$4500 meeting fee for each telephone meeting.

(p) Includes Trustee fees paid by LVIT and by Stein Roe Variable Investment
Trust.

Ownership of the Fund

As of record on February 28, 1999, the officers and Trustees of the Fund as a
group owned less than 1% of the outstanding shares of the Fund.

As of record on March 6, 1999, the following shareholders owned 5% or more of
the Fund's outstanding shares:

<TABLE>
<CAPTION>
Class B Shares
- --------------

<S> <C>
Merrill Lynch Pierce Fenner & Smith %
For the Sole Benefit of Its Customers
Attn: Fund Administration
4800 Deer Lake Drive, E 3rd Floor
Jacksonville, FL 32246

Class C Shares
- --------------

Colonial Management Associates, Inc. Attn: Phil Iudice %
One Financial Center, 11th Floor
Boston, MA 02111-2621

Merrill Lynch Pierce Fenner & Smith %
For the Sole Benefit of Its Customers
Attn: Fund Administration
4800 Deer Lake Drive, E 3rd Floor
Jacksonville, FL 32246
</TABLE>

f
<PAGE>

<TABLE>
<S> <C>
Anna Youngs & Terry P. Youngs Jtwros %
26 Cardinal Drive
Washingtonville, NY 10992-1719
</TABLE>

At February 28, 1999, there were Class A, Class B and Class C record holders of
the Fund.

Sales Charges (dollars in thousands)

<TABLE>
<CAPTION>
Class A Shares
Years Ended November 30
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges on Fund share sales $228 $428
Initial sales charges retained by LFDI 26 49

<CAPTION>
Class B Shares
Years Ended November 30
-----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate contingent deferred sales charges
(CDSC) on Fund redemptions retained by LFDI $348 $281
</TABLE>

At November 30, 1998, no CDSCs have been collected by LFDI on redemptions of the
Fund's Class C shares.

12b-1 Plan, CDSC and Conversion of Shares

The Fund offers three classes of shares - Class A, Class B and Class C. The Fund
may in the future offer other classes of shares. The Trustees have approved a
12b-1 Plan (Plan) pursuant to Rule 12b-1 under the Act. Under the Plan, the Fund
pays LFDI monthly a service fee at an annual rate of 0.25% of the Fund's net
assets attributed to each Class of shares issued and outstanding thereafter. The
Fund also pays LFDI monthly a distribution fee at an annual rate of 0.75% of the
average daily net assets attributed to Class B and Class C shares. The
Distributor has voluntarily agreed to waive a portion of the Class C share
distribution fee so that it does not exceed 0.60% annually. LFDI may terminate
this waiver at any time without shareholder approval. LFDI 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 LFDI's
expenses, LFDI may realize a profit from the fees.

The Plan authorizes any other payments by the Fund to LFDI and its affiliates
(including the Advisor) to the extent that such payments might be construed to
be indirect financing of the distribution of Fund shares.

The Trustees believe the Plan could be a significant factor in the growth and
retention of Fund assets resulting in a more advantageous expense ratio and
increased investment flexibility which could benefit each class of Fund
shareholders. The Plan will continue in effect from year to year so long as
continuance is specifically approved at least annually by a vote of the
Trustees, including the Trustees who are not interested persons of the Trust and
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related to the Plan (Independent Trustees), cast in person at a
meeting called for the purpose of voting on the Plan. The Plan may not be
amended to increase the fee materially without approval by vote of a majority of
the outstanding voting securities of the relevant class of shares and all
material amendments of the Plan must be approved by the Trustees in the manner
provided in the foregoing sentence. The Plan may be terminated at any time by
vote of a majority of the Independent Trustees or by vote of a majority of the
outstanding voting securities of the relevant class of shares. The continuance
of the Plan will only be effective if the selection and nomination of the
Trustees who are not interested persons of the Trust is effected by such
disinterested Trustees.

Class A shares are offered at net asset value plus varying sales charges which
may include a CDSC. Class B shares are offered at net asset value and are
subject to a CDSC if redeemed within six years after purchase. Class C shares
are offered at net asset value and are subject to a 1.00% CDSC on redemptions
within one year after purchase. The CDSCs are described in the Prospectus.

g
<PAGE>

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.

Sales-related expenses (dollars in thousands) of LFDI relating to the Fund were:

<TABLE>
<CAPTION>
Year Ended November 30, 1998
----------------------------
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Fees to FSFs $ $ $
Cost of sales material relating to the Fund (including
printing and mailing expenses)
Allocated travel, entertainment and other promotional
expenses (including advertising) (q)
</TABLE>

(q) Rounds to less than one.

INVESTMENT PERFORMANCE

The Fund's yields for the month ended November 30, 1998 were:

<TABLE>
<CAPTION>
Class A Class B Class C
------- ------- -------
Tax Equivalent Tax-Equivalent Tax-Equivalent Adjusted
Yield Yield Yield Yield Yield Yield Yield
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
4.36% 7.22% 3.82% 6.32% 3.97% 6.57% 3.81%
</TABLE>

h
<PAGE>

The Fund's Class A, Class B and Class C share average annual total returns at
November 30, 1998 were:

<TABLE>
<CAPTION>
Class A Shares
--------------
Period September 1, 1994
(Class A shares initially
offered) through
1 year November 30, 1998
------ -----------------
<S> <C> <C> <C> <C>
With sales charge of 4.75% 2.98% 6.46%
Without sales charge 8.11% 7.26%

<CAPTION>
Class B Shares
--------------
Period June 8, 1992
(commencement of investment
operations) through
1 year 5 years November 30, 1998
------ ------- -----------------
With applicable CDSC 2.29% (5.00% CDSC) 5.84% (2.00% CDSC) 6.73%(1.00% CDSC)
Without CDSC 7.29% 6.16% 6.73%

<CAPTION>
Class C Shares
--------------
Period August 1, 1997
(Class C shares initially offered) through
1 year November 30, 1997
------ -----------------
With applicable CDSC (r) 6.45% 6.76% (1.00% CDSC)
Without CDSC (r) 7.45% 6.76%
</TABLE>

(r) Performance results reflect any voluntary reimbursement by the Advisor or
its affiliates of Fund expenses. Absent this reimbursement arrangement,
performance results would have been lower.

The Fund's Class A, Class B and Class C share distribution rates at November 30,
1998, based on the most recent month's distribution, annualized, and the maximum
offering price at the end of the month, were %, % and % , respectively.

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

CUSTODIAN

The Chase Manhattan Bank is the Fund's custodian. The custodian is responsible
for safeguarding the Fund's cash and securities, receiving and delivering
securities and collecting the Fund's interest and dividends.

INDEPENDENT ACCOUNTANTS

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

The financial statements and Report of Independent Accountants appearing in the
November 30, 1998 Annual Report are incorporated in this SAI by reference.

i
<PAGE>

COLONIAL TRUST IV
-----------------

Cross Reference Sheet Pursuant to Rule 481(a)
---------------------------------------------

Colonial Utilities Fund
-----------------------

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

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

11. Organization and History

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

13. Fund Charges and Expenses

14. Fund Charges and Expenses

15. Fund Charges and Expenses

16. Fund Charges and Expenses; Management of the Funds

17. Organization and History; Fund Charges and Expenses;
Shareholder Meetings; Shareholder Liability

19. Taxes

20. Fund Charges and Expenses; Management of the Funds

21. Fund Charges and Expenses; Investment Performance;
Performance Measures

22. Independent Accountant
</TABLE>

<PAGE>

COLONIAL UTILITIES FUND
Statement of Additional Information

March 30, 1999

This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectus of Colonial
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 30, 1999. This SAI should be read together with the Prospectus and
the Fund's most recent Annual Report dated November 30, 1998. Investors may
obtain a free copy of the Prospectus and the Annual Report from Liberty Funds
Distributor, Inc. (LFDI), One Financial Center, Boston, MA 02111-2621.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Part 1 Page
<S> <C>
Definitions
Organization and History
Investment Objective and Policies
Fundamental Investment Policies
Other Investment Policies
Special Tax Considerations
Fund Charges and Expenses
Investment Performance
Custodian
Independent Accountant

Part 2

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

a
<PAGE>

Part 1

COLONIAL UTILITIES FUND
Statement of Additional Information

March 30, 1999

<TABLE>
<CAPTION>
DEFINITIONS
<S> <C>
"Trust" Colonial Trust IV
"Fund" Colonial Utilities Fund
"Advisor" Colonial Management Associates, Inc., the Fund's investment advisor
"LFDI" Liberty Funds Distributor, Inc., the Fund's distributor
"LFSI" Liberty Funds Services, Inc., the Fund's investor services and
transfer agent
</TABLE>

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.

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 utilized by the Fund:

Options(on Indices and Securities)
Foreign Securities
Foreign Currency Transactions
Repurchase Agreements
Rule 144A Securities
Forward Commitments
Money Market Instruments

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 Fund may:

1. Borrow from banks, other affiliated funds and other entities to the extent
permitted by applicable law, provided that the Fund's borrowings shall not
exceed 33-1/3% of the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings) or such other percentage
permitted by law;

2. Only own real estate acquired as the result of owning securities and not
more than 5% of total assets;
3. Purchase and sell futures contracts and related options so long as the
total initial margin and premiums on the contracts do not exceed 5% of its
total assets;
4. Underwrite securities issued by others only when disposing of portfolio
securities;
5. Make loans (a) through lending of securities, (b) through the purchase of
debt instruments or similar evidences of indebtedness typically sold
privately to financial institutions, (c) through an interfund lending
program with other affiliated funds provided that no such loan may be made
if, as a result, the aggregate of such loans would exceed 33 1/3% of the
value of its total assets (taken at market value at the time of such loans)
and (d) through repurchase agreements; and;
6. And will concentrate more than 25% of its total assets in any single
industry; and
7. 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.

b
<PAGE>

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; and
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.

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.

Notwithstanding the investment policies and restrictions of the Fund, the Fund
may invest all or a portion of its investable assets in investment companies
with substantially the same investment objective, policies and restrictions as
the Fund.

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.

_____ percent of the distributions paid by the Fund from investment income
earned in the year ended November 30, 1998, qualified for the corporate
dividends-received deduction.

FUND CHARGES AND EXPENSES

Under the Fund's Management Agreement, the Fund pays the Advisor a monthly fee
based on the average daily net assets at the annual rate of 0.65%. The Advisor
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 Advisor, LFDI and LFSI (dollars in thousands)

<TABLE>
<CAPTION>
Year ended November 30
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $6,459 $7,437
Bookkeeping fee 356 399
Shareholder service and transfer agent fee 2,463 2,809
12b-1 fees:
Service fee (Classes A, B and C) 2,499 2,882
Distribution fee (Class B) 5,047 5,869
Distribution fee (Class C)(a) 1 --
</TABLE>

(a) Class C shares were first offered on August 1, 1997.

Brokerage Commissions (dollars in thousands)

<TABLE>
<CAPTION>
Year ended November 30
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Total commissions $ 392 $509
Directed transactions 48,584 --
Commissions on directed transactions 71 --
</TABLE>

c
<PAGE>

Trustees and Trustees' Fees

For the fiscal year ended November 30, 1998 and the calendar year ended December
31, 1998, the Trustees received the following compensation for serving as
Trustees (b):

<TABLE>
<CAPTION>
Total Compensation From Fund and
Aggregate Compensation From Fund For Fund Complex Paid To The Trustees For
Trustee Fiscal Year Ended November 30, 1998 Calendar Year Ended December 31, 1998(c)
- ------- ----------------------------------- ----------------------------------------
<S> <C> <C>
Robert J. Birnbaum $ $ 99,429
Tom Bleasdale (d) 102,000(e)
John V. Carberry (f) (g) (g)
Lora S. Collins 97,429
James E. Grinnell (h) 103,071()
William D. Ireland, Jr. (i) 35,333
Richard W. Lowry 98,214
Salvatore Macera (f) 15,500
William E. Mayer 99,286
James L. Moody, Jr. (j) 105,857(k)
John J. Neuhauser 105,323
George L. Shinn (i) 105,323
Thomas E. Stitzel (f) 15,500
Robert L. Sullivan 104,100
Anne-Lee Verville (f) 23,445
Sinclair Weeks, Jr. (i) 34,333
</TABLE>

(b) The Fund does not currently provide pension or retirement plan benefits to
the Trustees.

(c) At December 31, 1998, the Colonial Funds complex consisted of 47 open-end
and 5 closed-end management investment company portfolios.

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

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

(f) Elected as Trustee of the Trust on October 30, 1998.

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

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

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

(j) Total compensation of $ for the fiscal year ended November 30,
1998 will be payable in later years as deferred compensation.

(k) Total compensation of $105,857 for the calendar year ended December 31,
1998 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 of the Liberty All-Star Growth Fund, Inc.
(together, Liberty Funds) for service during the calendar year ended December
31, 1998:

<TABLE>
<CAPTION>
Total Compensation From Liberty
Funds For The Calendar Year Ended
Trustee December 31, 1998 (l)
<S> <C>
Robert J. Birnbaum $25,000
James E. Grinnell 25,000
Richard W. Lowry 25,000
</TABLE>

(l) The Liberty Funds are advised by Liberty Asset Management Company (LAMCO).
LAMCO is an indirect wholly-owned subsidiary of Liberty Financial
Companies, Inc., an intermediate parent of the Advisor.

<PAGE>

The following table sets forth the compensation paid to Messrs. Macera and
Stitzel in their capacities as Trustees of Liberty Variable Investment Trust
(LVIT), which offers nine funds: Colonial Growth and Income Fund, Variable
Series; Stein Roe Global Utilities Fund, Variable Series; Colonial International
Fund for Growth, Variable Series; Colonial U.S. Stock Fund, Variable Series;
Colonial Strategic Income Fund, Variable Series; Newport Tiger Fund, Variable
Series; Liberty All-Star Equity Fund, Variable Series, Colonial Small Cap Value
Fund, Variable Series and Colonial High Yield Securities Fund, Variable Series,
for serving during the fiscal year ended December 31, 1998:

<TABLE>
<CAPTION>
Total Compensation From LVIT and Investment
Trustee Aggregate 1999 Compensation(1) Companies which are Series of LVIT in 1998(2)
- ------- --------------------------- -------------------------------------------
<S> <C> <C>
Salvatore Macera $9,750 $
Thomas E. Stitzel 9,750
</TABLE>

- --------

(1) Consists of Trustee fees in the amount of (i) a $5,000 annual retainer,
(ii) a $1,500 meeting fee for each meeting attended in person and (iii) a
$500 meeting fee for each telephone meeting.
(2) Includes Trustee fees paid by LVIT and by Stein Roe Variable Investment
Trust.

Ownership of the Fund

At _____________________, the officers and Trustees of the Trust as a group
owned of record less than 1% of the then outstanding shares of the Fund.

At _____________________, the following shareholders owned of record 5% or more
of a class of the Fund's outstanding shares:

Merrill Lynch, Pierce, Fenner & Smith, Inc., 4800 Deer Lake Drive, East, 3rd
Floor, Jacksonville, FL 32216 (___ of Class A shares, ___% of Class B shares
and ___% of Class C shares); Colonial Management Associates, Inc., One
Financial Center, Boston, MA 02111 (___% of Class C shares).

At _____________________, there were _____ Class A,_______ Class B and_____
Class C shareholders of record.

Sales Charges (dollars in thousands)

<TABLE>
<CAPTION>
Class A Shares
Year ended November 30
1998 1997 1996
<S> <C> <C> <C>
Aggregate initial sales charges
On Fund share sales $162 $117
Initial sales charges retained by LFDI $ 19 $ 68

Class B Shares
Year ended November 30
1998 1997 1996
---- ---- ----
Aggregate contingent deferred
Sales charges (CDSC) on Fund
Redemptions retained by LFDI $2,451 $3,366
</TABLE>

At November 30, 1998, aggregate contingent deferred sales charges on Class C
share Fund redemptions retained by LFDI amounted to $___.

12b-1 Plan, CDSCs and Conversion of Shares

The Fund offers three classes of shares - Class A, Class B and Class C. The Fund
may in the future offer other classes of shares. The Trustees have approved a
12b-1 plan (Plan) pursuant to Rule 12b-1 under the Act. Under the Plan, the Fund
pays LFDI monthly a service fee at an annual rate of 0.25% of the net assets
attributed to each class of shares. The Fund also pays LFDI monthly a
distribution fee at the annual rate of 0.75% of the average daily net assets
attributed to Class B and Class C shares. LFDI 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 LFDI's expenses, LFDI may in some cases
realize a profit from the fees.

e
<PAGE>

The Trustees believe the Plan could be a significant factor in the growth and
retention of Fund assets resulting in a more advantageous expense ratio and
increased investment flexibility which could benefit each class of Fund
shareholders. The Plan will continue in effect from year to year so long as
continuance is specifically approved at least annually by a vote of the
Trustees, including the Trustees who are not interested persons of the Trust and
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related to the Plan (Independent Trustees), cast in person at a
meeting called for the purpose of voting on the Plan. The Plan may not be
amended to increase the fee materially without approval by vote of a majority of
the outstanding voting securities of the relevant class of shares and all
material amendments of the Plan must be approved by the Trustees in the manner
provided in the foregoing sentence. The Plan may be terminated at any time by
vote of a majority of the independent Trustees or by vote of a majority of the
outstanding voting securities of the relevant class of shares. The continuance
of the Plan will only be effective if the selection and nomination of the
Trustees who are not interested persons of the Trust is effected by such
disinterested Trustees.

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. Class C shares are offered at
net asset value and are subject to a 1.00% CDSC on redemptions within one year
after purchase. The CDSCs are described in the Prospectus.

Sales-related expenses (dollars in thousands) of LFDI relating to the Fund were:

<TABLE>
<CAPTION>
Year ended November 30, 1998
Class A Shares Class B Shares Class C Shares
<S> <C> <C> <C>
Fees to FSFs $783 $2,079 $3
Cost of sales material relating to the Fund (including
Printing and mailing expenses) 44 110 2
Allocated travel, entertainment and other promotional
Expenses (including advertising) 22 51 1
</TABLE>

INVESTMENT PERFORMANCE

The Fund's Class A, Class B and Class C yields for the month ended November 30,
1998 were ___%, ___% and ___%, respectively.

The Fund's average annual total returns at November 30, 1998, 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:

<TABLE>
<CAPTION>
Class A Shares
1 year 5 years 10 years
------ ------- --------
<S> <C> <C> <C>
With sales charge of 4.75% % % %
Without sales charge % % %
</TABLE>

<TABLE>
<CAPTION>
Class B Shares
May 5, 1992 (Class B shares
initially offered) to
1 year 5 years November 30, 1998
------ ------- -----------------
<S> <C> <C> <C>
With applicable CDSC %(5.00% CDSC) %(2.00% CDSC) %(1.00% CDSC)
Without CDSC % % %
</TABLE>

f
<PAGE>

<TABLE>
<CAPTION>
Class C Shares
August 1, 1997 (Class C
shares initially offered) to
November 30, 1998
<S> <C>
With 1.00% CDSC %
Without CDSC %
</TABLE>

The Fund's Class A, Class B and Class C share distribution rates at November 30,
1998, which were based on the latest month's distributions, annualized, and the
maximum offering price at the end of the month, were %, % and %,
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

PricewaterhouseCoopers 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 Securities and Exchange Commission
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
PricewaterhouseCoopers LLP given on the authority of said firm as experts in
accounting and auditing.

The financial statements and Report of Independent Accountants appearing in the
___________ Annual Report are incorporated in this SAI by reference.

g
<PAGE>

Part C OTHER INFORMATION
- ------

Item 23. Exhibits:

<TABLE>
<S> <C>
(a)(1) Amendment No. 4 to the Agreement and Declaration of Trust(5)

(b) Amended By-Laws (2/16/96) (2)

(d)(1) Form of Management Agreement (CTEF, CTEIF, CHYMF) (2)

(d)(2) Form of Amendment No. 2 to Management Agreement (CTEF, CTEIF, CHYMF) (2)

(d)(3) Form of Management Agreement (CUF) (2)

(d)(4) Form of Management Agreement (CITEF) (2)

(e)(1) Form of Distributor's Contract with Liberty Funds Distributor, Inc. - filed as
Exhibit 6.(a) in Part C, Item 24(b) of Post-Effective Amendment No. 49 to the
Registration Statement on Form N-1A of Colonial Trust I (File Nos. 2-41251 and
811-2214), filed with the Commission on or about November 20, 1998, and is hereby
incorporated by reference and made a part of this Registration Statement

(e)(2) Form of Selling Agreement with Liberty Funds Distributor, Inc. - filed as Exhibit
6.(b) in Part C, Item 24(b) of Post-Effective Amendment No. 49 to the Registration
Statement on Form N-1A of Colonial Trust I (File Nos. 2-41251 and 811-2214), filed
with the Commission on or about November 20, 1998, and is hereby incorporated by
reference and made a part of this Registration
</TABLE>

<PAGE>

<TABLE>
<S> <C>
(e)(3) Form of Asset Retention Agreement - filed as Exhibit 6(d) in Part C, Item 24(b) of
Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A of Colonial
Trust VI (File Nos. 33-45117 & 811-6529), filed with the Commission on or about
September 27, 1996, and is hereby incorporated by reference and made a part of this
Registration Statement

(f) Not Applicable

(g)(1) Global Custody Agreement with The Chase Manhattan Bank - filed as Exhibit 8. to Part
C, Item 24(b) of Post-Effective Amendment No. 13 to the Registration Statement on
Form N-1A of Colonial Trust VI (File Nos. 33-45117 & 811-6529), filed with the
Commission on or about October 24, 1997, and is hereby incorporated by reference and
made a part of this Registration Statement

(g)(2) Amendment No. 1 to Appendix A of Global Custody Agreement with The Chase Manhattan
Bank - filed as Exhibit 8(a)(2) to Part C, Item 24(b) of Post-Effective Amendment No.
14 to the Registration Statement Form N-1A of Colonial Trust VI (File Nos. 33-45117 &
811-6529), filed with the Commission on or about June 11, 1998, and is hereby
incorporated by reference and made a part of this Registration Statement.

(h)(1) Amended and Restated Shareholders' Servicing and Transfer Agent Agreement as amended
- filed as Exhibit 9(b) to Part C, Item 24(b) of Post-Effective Amendment No. 10 to
the Registration Statement on Form N-1A of Colonial Trust VI (File Nos. 33-45117 &
811-6529), filed with the Commission on or about September 27, 1996, and is hereby
incorporated by reference and made a part of this Registration Statement

(h)(2) Amendment No. 11 to Schedule A of Amended and Restated Shareholders' Servicing and
Transfer Agent Agreement as amended - filed as Exhibit (h)(2) in Part C, Item 23 of
Post-Effective Amendment No. 107 to the Registration Statement on Form N-1A of
Colonial Trust III (File Nos. 2-15184 & 811-881), filed with the Commission on or
about December 31, 1998, and is hereby incorporated by reference and made a part of
this Registration Statement
</TABLE>

<PAGE>

<TABLE>
<S> <C>
(h)(3) Amendment No. 17 to Appendix I of Amended and Restated Shareholders' Servicing and
Transfer Agent Agreement as amended - filed as Exhibit (h)(3) in Part C, Item 23 of
Post-Effective Amendment No. 107 to the Registration Statement on Form N-1A of
Colonial Trust III (File Nos. 2-15184 & 811-881), filed with the Commission on or
about December 31, 1998, and is hereby incorporated by reference and made a part of
this Registration Statement

(h)(4) Pricing and Bookkeeping Agreement (CTEF, CTEIF, CITEF, CHYMF, CUF) - filed as Exhibit
9(b) in Part C, Item 24(b) of Post-Effective Amendment No. 10 to the Registration
Statement of Form N-1A of Colonial Trust VI (File Nos. 33-45117 & 811-6529) and is
hereby incorporated by reference and made a part of this Registration Statement

(h)(5) Form of Amendment to Appendix I of Pricing and Bookkeeping Agreement (CTEF, CTEIF,
CHYMF, CITEF, CUF) - filed as Exhibit (h)(5) in Part C, Item 23 of Post-Effective
Amendment No. 107 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

(h)(6) Form of Agreement and Plan of Reorganization (CUF) (3)

(h)(7) Credit Agreement - filed as Exhibit 9.(d) in Part C, Item 24(b) of Post-Effective
Amendment No. 19 to the Registration Statement on Form N-1A of Colonial Trust V (File
Nos. 33-12109 & 811-5030), filed with the Commission on or about May 20, 1996, and is
hereby incorporated by reference and made a part of this Registration Statement

(h)(8) Amendment No. 1 to the Credit Agreement - filed as Exhibit 9(f) in Part C, Item 24(b)
to Post-Effective Amendment No. 99 to the Registration Statement on Form N-1A of
Colonial Trust III (File Nos. 2-15184 and 811-881), filed with the Commission on or
about December 19, 1997, and is hereby incorporated by reference and made a part of
this Registration Statement
</TABLE>

<PAGE>

<TABLE>
<S> <C>
(h)(9) Amendment No. 2 to the Credit Agreement - filed as Exhibit 9(g) in Part C, Item
24(b) to Post-Effective Amendment No. 99 to the Registration Statement on Form
N-1A of Colonial Trust III (File Nos. 2-15184 and 811-881), filed with the
Commission on or about December 19, 1997, and is hereby incorporated by
reference and made a part of this Registration Statement

(h)(10) Amendment No. 3 to the Credit Agreement - filed as Exhibit 9(h) in Part C, Item
24(b) to Post-Effective Amendment No. 99 to the Registration Statement on Form
N-1A of Colonial Trust III (File Nos. 2-15184 and 811-881), filed with the
Commission on or about December 19, 1997, and is hereby incorporated by
reference and made a part of this Registration Statement

(h)(11) Form of Amendment No. 4 to the Credit Agreement - filed as Exhibit 9(h) in Part C,
Item 24(b) to Post-Effective Amendment No. 102 to the Registration Statement on Form
N-1A of Colonial Trust III (File Nos. 2-15184 and 811-881), filed with the Commission
on or about September 17, 1998, and is hereby incorporated by reference and made a
part of this Registration Statement

(i) Opinion and Consent of Counsel (4)

(j) Not Applicable

(k) Not Applicable

(l) Not Applicable

(m) Distribution Plan adopted pursuant to Section 12b-1 of the Investment Company Act of
1940, incorporated by reference to the distributor's Contract filed as Exhibit 9(a)
hereto

(n)(1) Financial Data Schedule (Class A) (CTEF)(7)
(n)(2) Financial Data Schedule (Class B) (CTEF)(7)
(n)(3) Financial Data Schedule (Class C) (CTEF)(7)
(n)(4) Financial Data Schedule (Class A) (CTEIF)(7)

</TABLE>

<PAGE>

<TABLE>
<S> <C>
(n)(5) Financial Data Schedule (Class B) (CTEIF)(7)
(n)(6) Financial Data Schedule (Class C) (CTEIF)(7)
(n)(7) Financial Data Schedule (Class A) (CUF)(7)
(n)(8) Financial Data Schedule (Class B) (CUF)(7)
(n)(9) Financial Data Schedule (Class C) (CUF)(7)
(n)(10) Financial Data Schedule (Class A) (CHYMF)(7)
(n)(11) Financial Data Schedule (Class B) (CHYMF)(7)
(n)(12) Financial Data Schedule (Class C) (CHYMF)(7)
(n)(13) Financial Data Schedule (Class A) (CITEF)(7)
(n)(14) Financial Data Schedule (Class B) (CITEF)(7)
(n)(15) Financial Data Schedule (Class C) (CITEF)(7)

(o) Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940 - filed as
Exhibit (o) in Part C, Item 23 of Post-Effective Amendment No. 107 to the
Registration Statement on Form N-1A of Colonial Trust III (File Nos. 2-15184 &
811-881), filed with the Commission on or about December 31, 1998, and is hereby
incorporated by reference and made a part of this Registration Statement

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

A copy of the Power of Attorney for each of Robert J. Birnbaum, Tom Bleasdale,
John V. Carberry, Lora S. Collins, James E. Grinnell, Richard W. Lowry,
Salvatore Macera, William E. Mayer, James L. Moody, Jr., John J. Neuhauser,
Thomas E. Stitzel, Robert L. Sullivan and Anne-Lee Verville (f)

(1) Incorporated by reference to Post-Effective Amendment No. 40 filed on or about
7/27/95.
(2) Incorporated by reference to Post-Effective Amendment No. 42 filed on 3/22/96.
(3) Incorporated by reference to Post-Effective Amendment No. 44 filed on October
15, 1996.
(4) Incorporated by reference to Post-Effective Amendment No. 45 filed on March 21,
1997.
(5) Incorporated by reference to Post-Effective Amendment No. 46 filed on July 31,
1997.
(6) Incorporated by reference to Post-Effective Amendment No. 50 filed on November
6, 1998.
(7) To be filed by Amendment on or before March 30, 1999.
</TABLE>

<PAGE>

Item 24. Persons Controlled by or Under Common Control with Registrant
-------------------------------------------------------------

None

Item 25. Indemnification
---------------

See Article VIII of Amendment No. 4 to the Agreement and
Declaration of Trust filed as Exhibit 1 hereto.

The Registrant's adviser or administrator, 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 26. Business and Other Connections of Investment Adviser
----------------------------------------------------

The following sets forth business and other connections of each
Director and officer of Colonial Management Associates, Inc.
(see next page).

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

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

(1) (2) (3) (4)
Name and principal
business
addresses* Affiliation
of officers and with Period is through 11/30/98. Other
directors of investment business, profession, vocation or
investment adviser adviser employment connection Affiliation
- ------------------ ---------- -------------------------------- -----------
Allard, Laurie V.P.

Archer, Joseph A. V.P.

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

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

Berliant, Allan V.P.

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

Bunten, Walter V.P.

Campbell, Kimberly V.P.

Carnabucci,
Dominick V.P.

Carroll, Sheila A. Sr.V.P.

Citrone, Frank V.P.

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

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

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

Daniszewski, V.P.
Joseph J.

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

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

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

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

Feingold, Andrea S. V.P. Colonial Intermediate High
Income Fund V.P.
Colonial Advisory Services,
Inc. Sr. V.P.
Liberty Variable Investment
Trust V.P.

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

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

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

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

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

Harasimowicz, V.P.
Stephen

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

Hartford, Brian V.P.

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

Hernon, Mary V.P.

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

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

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

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

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

Lasher, Bennett V.P.

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

Lenzi, Sharon V.P.

Lessard, Kristen V.P.

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

MacKinnon,
Donald S. Sr.V.P.

Marcus, Harold V.P.

Muldoon, Robert V.P.

Newman, Maureen V.P.

O'Brien, David V.P.

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

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

Rao, Gita V.P.

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

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

Schermerhorn, Scott Sr. V.P.

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

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

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

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

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

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

Ware, Elizabeth M. V.P.

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

<PAGE>

Item 27. Principal Underwriter
---------------------

(a) Liberty Funds Distributor, Inc. (LFDI), a subsidiary of Colonial
Management Associates, Inc., is the Registrant's principal
underwriter. LFDI acts in such capacity for each series of Colonial
Trust I, Colonial Trust II, Colonial Trust III, Colonial Trust IV,
Colonial Trust V, Colonial Trust VI and Colonial Trust VII, Stein Roe
Advisor Trust, Stein Roe Income Trust, Stein Roe Municipal Trust,
Stein Roe Investment Trust and Stein Roe Trust.

(b) The table below lists each director or officer of the principal
underwriter named in the answer to Item 21.

(1) (2) (3)

Position and Offices Positions and
Name and Principal with Principal Offices with
Business Address* Underwriter Registrant
- ------------------ ------------------- --------------

Anderson, Judith V.P. None

Anetsberger, Gary Sr. V.P. None

Babbitt, Debra V.P. and None
Comp. Officer

Ballou, Rick Sr. V.P. None

Balzano, Christine R. V.P. None

Bartlett, John Managing Director None

Blakeslee, James Sr. V.P. None

Blumenfeld, Alex V.P. None

Bozek, James Sr. V.P. None

Brown, Beth V.P. None

Burtman, Tracy V.P. None

Butch, Tom Sr. V.P. None

Campbell, Patrick V.P. None

Chrzanowski, V.P. None
Daniel

Clapp, Elizabeth A. Managing Director None

Conlin, Nancy L. Dir; Clerk Secretary

Davey, Cynthia Sr. V.P. None

Desilets, Marian V.P. Asst. Sec

Devaney, James Sr. V.P. None

DiMaio, Steve V.P. None

Downey, Christopher V.P. None

Emerson, Kim P. Sr. V.P. None

Erickson, Cynthia G. Sr. V.P. None

Evans, C. Frazier Managing Director None

Feldman, David Managing Director None

Fifield, Robert V.P. None

Gauger, Richard V.P. None

Gerokoulis, Sr. V.P. None
Stephen A.

Gibson, Stephen E. Director; Chairman President
of the Board

Goldberg, Matthew Sr. V.P. None

Guenard, Brian V.P. None

Harrington, Tom Sr. V.P. None

Harris, Carla V.P. None

Hodgkins, Joseph Sr. V.P. None

Hussey, Robert Sr. V.P. None

Iudice, Jr., Philip Treasurer and CFO None

Jones, Cynthia V.P. None

Jones, Jonathan V.P. None

Karagiannis, Managing Director None
Marilyn

Kelley, Terry M. V.P. None

Kelson, David W. Sr. V.P. None

Libutti, Chris V.P. None

Martin, Peter V.P. None

McCombs, Gregory Sr. V.P. None

McKenzie, Mary V.P. None

Menchin, Catherine V.P. None

Miller, Anthony V.P. None

Moberly, Ann R. Sr. V.P. None

Morse, Jonathan V.P. None

O'Shea, Kevin Managing Director None

Piken, Keith V.P. None

Place, Jeffrey Managing Director None

Pollard, Brian V.P. None

Predmore, Tracy V.P. None

Quirk, Frank V.P. None

Raftery-Arpino, Linda V.P. None

Reed, Christopher B. Sr. V.P. None

Riegel, Joyce V.P. None

Robb, Douglas V.P. None

Sandberg, Travis V.P. None

Santosuosso, Louise V.P. None

Scarlott, Rebecca V.P. None

Schulman, David Sr. V.P. None

Scoon, Davey Director V.P.

Shea, Terence V.P. None

Sideropoulos, Lou V.P. None

Smith, Darren V.P. None

Soester, Trisha V.P. None

Studer, Eric V.P. None

Sweeney, Maureen V.P. None

Tambone, James CEO None

Tasiopoulos, Lou President None

VanEtten, Keith H. Sr. V.P. None

Wallace, John V.P. None

Walter, Heidi V.P. None

Wess, Valerie Sr. V.P. None

Young, Deborah V.P. None

- --------------------------
* The address for each individual is One Financial Center, Boston, MA
02111.

Item 28. Location of Accounts and Records
--------------------------------

Persons maintaining physical possession of accounts, books and
other documents required to be maintained by Section 31(a) of
the Investment Company Act of 1940 and the Rules thereunder
include Registrant's Secretary; Registrant's investment adviser
and/or administrator, Colonial Management Associates, Inc.;
Registrant's principal underwriter, Liberty Funds Distributor,
Inc.; Registrant's transfer and dividend disbursing agent,
Liberty Funds Services, Inc.; and the Registrant's custodian,
The Chase Manhattan Bank. The address for each person except
the Registrant's custodian is One Financial Center, Boston, MA
02111. The address for The Chase Manhattan Bank is 270 Park
Avenue, New York, NY 10017-2070.

Item 29. Management Services
-------------------

See Item 5, Part B

Item 30. Undertakings
------------
Not applicable

<PAGE>

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.

<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Colonial Trust IV, has duly
caused this Post-Effective Amendment No. 52 to its Registration Statement under
the Securities Act of 1933 and Amendment No. 50 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 29th day of January, 1999.

COLONIAL TRUST IV

By: /s/ Stephen E. Gibson
--------------------------------
Stephen E. Gibson, President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in their
capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----

<S> <C> <C>
/s/ STEPHEN E. GIBSON President (chief January 29, 1999
- ----------------------- executive officer)
Stephen E. Gibson

/s/ TIMOTHY J. JACOBY Treasurer and Chief January 29, 1999
- ----------------------- Financial Officer
Timothy J. Jacoby

/s/ J. KEVIN CONNAUGHTON Controller and Chief January 29, 1998
- -------------------------- Accounting Officer
J. Kevin Connaughton
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
ROBERT J. BIRNBAUM* Trustee
- ---------------------
Robert J. Birnbaum

TOM BLEASDALE* Trustee
- ---------------------
Tom Bleasdale

JOHN CARBERRY* Trustee
- ---------------------
John Carberry

LORA S. COLLINS* Trustee
- ---------------------
Lora S. Collins

JAMES E. GRINNELL* Trustee
- ---------------------
James E. Grinnell

RICHARD W. LOWRY* Trustee */s/ WILLIAM J. BALLOU
- --------------------- ----------------------
Richard W. Lowry William J. Ballou
Attorney-in-fact
For each Trustee
January 29, 1999
SALVATORE MACERA* Trustee
- ---------------------
Salvatore Macera

WILLIAM E. MAYER* Trustee
- ---------------------
William E. Mayer

JAMES L. MOODY, JR. * Trustee
- ---------------------
James L. Moody, Jr.

JOHN J. NEUHAUSER* Trustee
- ---------------------
John J. Neuhauser

THOMAS E. STITZEL* Trustee
- ---------------------
Thomas E. Stitzel

ROBERT L. SULLIVAN* Trustee
- ---------------------
Robert L. Sullivan

ANNE-LEE VERVILLE* Trustee
- ---------------------
Anne-Lee Verville
</TABLE>

<PAGE>