LIBERTY FUNDS TRUST IV, 485BPOS, 2000-03-17

LIBERTY FUNDS TRUST IV
485BPOS, 2000-03-17

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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. 59 [ X ]

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

Amendment No. 57 [ X ]

LIBERTY FUNDS 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).
[ X ] on March 29, 2000 pursuant to paragraph (b).
[ ] 60 days after filing pursuant to paragraph (a)(1).
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485.
[ ] 75 days after filing pursuant to paragraph (a)(2).
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.

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

<PAGE>

LIBERTY FUNDS TRUST 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

PART A

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

<PAGE>

COLONIAL TAX-EXEMPT FUNDS PROSPECTUS, APRIL 1, 2000

- - - COLONIAL TAX-EXEMPT FUND

- - - COLONIAL TAX-EXEMPT INSURED FUND

- - - COLONIAL INTERMEDIATE TAX-EXEMPT FUND

CLASS A, B AND C SHARES

Advised by Colonial Management Associates, Inc.

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

Not FDIC May Lose Value
Insured No Bank Guarantee

TABLE OF CONTENTS

THE FUNDS_______________________________2

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................2

Colonial Tax-Exempt Insured Fund........6

Colonial Intermediate Tax-Exempt Fund..10

YOUR ACCOUNT___________________________14

How to Buy Shares......................14

Sales Charges..........................15

How to Exchange Shares.................19

How to Sell Shares.....................19

Distribution and Service Fees..........20

Other Information About Your Account...21

MANAGING THE FUNDS_____________________23

Investment Advisor.....................23

Portfolio Managers.....................23

OTHER INVESTMENT
STRATEGIES AND RISKS___________________24

FINANCIAL HIGHLIGHTS___________________26

Colonial Tax-Exempt Fund...............26

Colonial Tax-Exempt Insured Fund.......28

Colonial Intermediate Tax Exempt Fund..30

<PAGE>
THE FUNDS COLONIAL TAX-EXEMPT FUND
- - -----------------------------------
UNDERSTANDING TAX-EXEMPT BONDS

TAX-EXEMPT BONDS are issued by state and local governments for various public
purposes. The interest on tax-exempt bonds typically is not subject to federal
income tax. As a result, the yields on tax-exempt securities are generally lower
than the yields on taxable bonds with similar maturities. However, a portion or
all of such interest may be subject to a shareholder's federal alternative
minimum tax liability. Tax-exempt bond funds may be appropriate for investors in
high tax brackets who seek current income that is free from federal tax.

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
opportunities for long-term appreciation.

PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests at least 80% of its total
assets in tax-exempt bonds that are rated investment grade, which means that
they are rated at least BBB (or Baa) by a nationally recognized rating agency.
The Fund's investment advisor may purchase bonds of any maturity.

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

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."

PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

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 maturities.

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 may impact its ability to make timely
payments of interest or principal. This could result in a decrease in the price
of the security and in some cases a decrease in income.

<PAGE>
THE FUNDS COLONIAL TAX-EXEMPT FUND

as special revenue obligations, are payable from revenues earned by a particular
project or other revenue source. These bonds are subject to greater risk of
default than general obligations because investors can look only 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.

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.

<PAGE>
THE FUNDS COLONIAL TAX-EXEMPT FUND

UNDERSTANDING PERFORMANCE

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

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

The Fund's return is compared to the Lehman Brothers Municipal Bond Index
(Lehman Index), an unmanaged index that tracks the performance of the municipal
bond market. Unlike the Fund, indices are not investments, do not incur fees or
expenses and are not professionally managed. It is not possible to invest
directly in indices. The Fund's return is also compared to the average return of
the funds included in the Lipper General Municipal Debt Funds category average
(Lipper Average). This Lipper Average, which is calculated by Lipper, Inc., is
composed of funds with similar investment objectives to the Fund. Sales charges
are not reflected in the Lipper Average.

PERFORMANCE HISTORY

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

Calender Year Total Returns (Class A)

[BAR CHART]

1990 6.44%
1991 11.74%
1992 8.27%
1993 10.79%
1994 -6.27%
1995 17.64%
1996 2.68%
1997 9.81%
1998 6.67%
1999 -4.91%

For period shown in bar chart:
- - ------------------------------

<S> <C>
Best quarter: 1st quarter 1995, +7.75%

Worst quarter: 1st quarter 1994, -5.38%
</TABLE>

Average Annual Total Returns - for periods ended December 31, 1999

1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
Class A (%) (9.43) 5.05 5.51
- - --------------------------------------------------------------------------------
Class B (%) (10.14) 4.96 5.42(1)
- - --------------------------------------------------------------------------------
Class C (%) (6.39) 5.77(1) 5.87(1)
- - --------------------------------------------------------------------------------
Lehman Index (%) (2.06) 6.91 6.89
- - --------------------------------------------------------------------------------
Lipper Average (%) (4.63) 5.76 6.18
</TABLE>

(1) Class B and Class C share are (newer classes of shares). (Their
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 classes of shares. The Class A share returns are not restated
to reflect any differences in expenses (such as Rule 12b-1 fees)
between Class A shares and the newer classes of shares. If differences
in expenses were reflected, the returns for periods prior to the
inception of the newer classes of shares would be lower. Class A shares
were initially offered on October 4, 1978, Class B shares were
initially offered on May 5, 1992, and Class C shares were initially
offered on August 1, 1997.

<PAGE>
THE FUNDS COLONIAL TAX-EXEMPT FUND

UNDERSTANDING EXPENSES

SALES CHARGES are paid directly by shareholders to Liberty Funds Distributor,
Inc., the Fund's distributor.

ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs, and administrative costs including
pricing and custody services.

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

- - - $10,000 initial investment

- - - 5% total return for each year

- - - Fund operating expenses remain the same

- - - Assumes reinvestment of all dividends and distributions

YOUR EXPENSES

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

SHAREHOLDER FEES (paid directly from your investment)

CLASS A CLASS B CLASS C

<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 4.75 0.00 0.00
- - --------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the
lesser of purchase price or redemption price) 1.00(3) 5.00 1.00
- - --------------------------------------------------------------------------------
Redemption fee (%) (as a percentage of amount
redeemed, if applicable) (4) (4) (4)
</TABLE>

ANNUAL FUND OPERATING EXPENSES (deducted directly from Fund assets)

CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management fee (%) 0.51 0.51 0.51
- - --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00(5)
- - --------------------------------------------------------------------------------
Other expenses (%) 0.22 0.22 0.22
- - --------------------------------------------------------------------------------
Total annual fund operating expenses (%) 0.98 1.73 1.73(5)
</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 $570 $772 $991 $1,619
- - --------------------------------------------------------------------------------
Class B: did not sell your
shares $176 $545 $939 $1,842
sold all your shares at
the end of the period $676 $845 $1,139 $1,842
- - --------------------------------------------------------------------------------
Class C: did not sell your
shares $176 $545 $939 $2,041
sold all your shares at
the end of the period $276 $545 $939 $2,041
</TABLE>

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

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

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

(5) The Fund's distributor has voluntarily agreed to waive a portion of the
12b-1 fee for Class C shares. As a result, the actual 12b-1 fees for
Class C shares would be 0.85% and the total annual fund operating
expenses would be 1.58%. This arrangement may be terminated by the
distributor at any time.

<PAGE>
THE FUNDS COLONIAL TAX-EXEMPT INSURED FUND

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 cover specific bonds only while the Fund holds the bonds.

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
opportunities for long-term appreciation.

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 Baa) by a
nationally recognized rating agency, tax-exempt bonds that are fully insured as
to the payment of interest and principal. The Fund's investment advisor
currently anticipates that most of the insured bonds purchased by the Fund will
have the highest credit rating given by a nationally recognized credit agency.
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 BBB or Baa or higher, but not more than 20% of the Fund's
assets will be rated BBB or Baa.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."

PRIMARY INVESTMENT RISKS

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

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
6

<PAGE>
THE FUNDS Colonial Tax-Exempt Insured Fund

these bonds taxable. Bonds that are backed by the issuer's taxing authority,
known as general obligation bonds, may partially 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. Other tax-exempt bonds, known as special revenue obligations, are payable
from revenues earned by a particular project or other revenue source. These
bonds are subject to greater risk of default than general obligations because
investors can look only 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 fluctuations 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.

<PAGE>

THE FUNDS COLONIAL TAX-EXEMPT INSURED FUND

UNDERSTANDING PERFORMANCE

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

The Fund's return is compared to the Lehman Brothers Municipal Bond Index
(Lehman Index), an unmanaged index that tracks the performance of the municipal
bond market. Unlike the Fund, indices are not investments, do not incur fees or
expenses and are not professionally managed. It is not possible to invest
directly in indices. The Fund's return is also compared to the average return of
the funds included in the Lipper Insured Municipal Debt Universe Funds category
average (Lipper Average). This Lipper Average, which is calculated by Lipper,
Inc., is composed of funds with similar investment objectives to the Fund. Sales
charges are not reflected in the Lipper Average

PERFORMANCE HISTORY

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

CALENDAR YEAR TOTAL RETURNS (CLASS A)

For period shown in bar chart:
- - ------------------------------

Best quarter: 1st quarter 1995, +7.24%

Worst quarter: 1st quarter 1994, -5.56%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 19

1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
- - --------------------------------------------------------------------------------

Class A (%) (8.33) 4.93 5.39
- - --------------------------------------------------------------------------------
Class B (%) (9.06) 4.84 5.31(6)
- - --------------------------------------------------------------------------------
Class C (%) (5.11) 5.72(6) 5.79(6)
- - --------------------------------------------------------------------------------
Lehman Index (%) (2.06) 6.91 6.89
- - --------------------------------------------------------------------------------
Lipper Average (%) (4.69) 5.68 5.96
- - --------------------------------------------------------------------------------
</TABLE>

(6) Class B and Class C are newer classes of shares. Their 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
classes of shares. The Class A share returns are not restated to
reflect any differences in expenses (such as Rule 12b-1 fees) between
Class A shares and the newer classes of shares. If differences in
expenses were reflected, the returns for periods prior to the inception
of the newer classes of shares would be lower. Class A shares were
initially offered on November 20, 1985, Class B shares were initially
offered on May 5, 1992, and Class C shares were initially offered on
August 1, 1997.

<PAGE>

THE FUNDS COLONIAL TAX-EXEMPT INSURED FUND

UNDERSTANDING EXPENSES

SALES CHARGES are paid directly by shareholders to Liberty Funds Distributor,
Inc., 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 help you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:

- - - $10,000 initial investment

- - - 5% total return for each year

- - - Fund operating expenses remain the same

- - - Assumes reinvestment of all dividends and distributions

YOUR EXPENSES

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

Shareholder Fees (paid directly from your investment)

CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 4.75 0.00 0.00
- - --------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the
lesser of purchase price or redemption price) 1.00(8) 5.00 1.00
- - --------------------------------------------------------------------------------
Redemption fee(b)(%) (as a percentage of amount
redeemed if applicable) (9) (9) (9)
- - --------------------------------------------------------------------------------
</TABLE>

Annual Fund Operating Expenses(deducted directly from Fund assets)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management fee (%) 0.57 0.57 0.57
- - --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00(10)
- - --------------------------------------------------------------------------------
Other expenses (%) 0.28 0.28 0.28
- - --------------------------------------------------------------------------------
Total annual fund operating expenses (%) 1.10 1.85 1.85(10)
</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 $582 $808 $1,052 $1,752
- - --------------------------------------------------------------------------------
Class B: did not sell your shares $188 $582 $1,001 $1,973

sold all your shares
at the end of the period $688 $882 $1,201 $1,973
- - --------------------------------------------------------------------------------
Class C: did not sell your shares $188 $582 $1,001 $2,169

sold all your shares
at the end of the period $288 $582 $1,001 $2,169
</TABLE>

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

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

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

(10) The Fund's distributor has voluntarily agreed to waive a portion of the
12b-1 fee for Class C shares. As a result, the actual 12b-1 fee for
Class C shares would be 0.70% and the total annual fund operating
expenses would be 1.55%. This arrangement may be terminated by the
distributor at any time.

<PAGE>
THE FUNDS COLONIAL INTERMEDIATE TAX-EXEMPT FUND

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 opportunities for long-term appreciation.

PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests at least 80% of its total
assets in tax-exempt bonds that are rated investment grade. An investment grade
bond is rated at least BBB (or Baa) by a nationally recognized rating agency, or
if unrated, it is determined by the Fund's investment 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."

PRIMARY INVESTMENT RISKS

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

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. Bonds that are backed by the issuer's taxing authority,
known as general obligation bonds, may partially 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. Other tax-exempt bonds, known as special revenue obligations, are payable
from revenues earned by a particular project or other revenue source. These
bonds are subject to greater risk of default than general
10

<PAGE>
THE FUNDS COLONIAL INTERMEDIATE TAX-EXEMPT FUND

obligations because investors can look only 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.

<PAGE>

THE FUNDS COLONIAL INTERMEDIATE TAX-EXEMPT FUND

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, five-year and the 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 Lehman Brothers Municipal Bond Index
(Lehman Index), an unmanaged index that tracks the performance of the municipal
bond market. Unlike the Fund, indices are not investments, do not incur fees or
expenses and are not professionally managed. It is not possible to invest
directly in Indices. The Fund's return is also compared to the average return of
the funds included in the Lipper Intermediate Municipal Debt Universe Funds
category average (Lipper Average). This Lipper Average, which is calculated by
Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average.

PERFORMANCE HISTORY

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

CALENDAR YEAR TOTAL RETURNS (CLASS A)

[BAR CHART]

For period shown in bar chart:
- - ------------------------------
<S> <C>
Best quarter: 1st quarter 1995, +4.80%

Worst quarter: 1st quarter 1994, -4.44%
</TABLE>

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS-FOR PERIODS ENDED DECEMBER 31, 199
<S> <C> <C> <C>
LIFE OF THE
1 YEAR 5 YEARS FUND
- - --------------------------------------------------------------------------------
Class A (%) (4.53) 5.31 4.76
- - --------------------------------------------------------------------------------
Class B (%) (5.74) 5.32 4.58
- - --------------------------------------------------------------------------------
Class C (%) (2.47) 5.55(11) 4.75(11)
- - --------------------------------------------------------------------------------
Lehman Index (%) (2.06) 6.91 5.73(12)
- - --------------------------------------------------------------------------------
Lipper Average (%) (1.64) 5.55 4.90(12)
</TABLE>

<PAGE>

THE FUNDS COLONIAL INTERMEDIATE TAX-EXEMPT FUND

(11) Class C is a newer class of shares. Its performance information
includes returns of the Fund's Class B shares (the oldest existing fund
class) with a similar expense structure for periods prior to the
inception of the newer class of shares. Class A and Class B shares
were initially offered on February 1, 1993 and Class C shares were
initially offered on August 1, 1997.

(12) Performance information is from January 31, 1993.
13

<PAGE>

THE FUNDS COLONIAL INTERMEDIATE TAX-EXEMPT FUND

UNDERSTANDING EXPENSES

SALES CHARGES are paid directly by shareholders to Liberty Funds Distributor,
Inc., the Fund's distributor.

ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs, and administrative costs including
pricing and custody services.

- - - $10,000 initial investment

- - - 5% total return for each year

- - - Fund operating expenses remain the same

- - - Assumes reinvestment of all dividends and distributions

YOUR EXPENSES

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

Shareholder Fees (paid directly from your investment)

CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 3.25 0.00 0.00
- - --------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the
lesser of purchase price or redemption price) 1.00(14) 4.00 1.00
- - --------------------------------------------------------------------------------
Redemption fee (%) (as a percentage of amount
redeemed, if applicable) (15) (15) (15)
- - --------------------------------------------------------------------------------
</TABLE>

Annual Fund Operating Expenses (deducted directly from Fund assets)

CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management fee (16) (%) 0.55 0.55 0.55
- - --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.20 0.85 0.85(17)
- - --------------------------------------------------------------------------------
Other expenses (16) (%) 0.74 0.74 0.74
- - --------------------------------------------------------------------------------
Total annual fund operating expenses (16) (%) 1.49 2.14 2.14(17)

</TABLE>

Examples 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 $472 $781 $1,112 $2,047
- - --------------------------------------------------------------------------------
Class B: did not sell your
shares $217 $670 $1,149 $2,307
sold all your shares at
the end of the period $617 $870 $1,149 $2,307
- - --------------------------------------------------------------------------------
Class C: did not sell your
shares $217 $670 $1,149 $2,472
sold all your shares at
the end of the period $317 $670 $1,149 $2,472
</TABLE>

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

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

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

(16) The Fund's advisor has voluntarily agreed to waive advisory fees and
reimburse the Fund for certain expenses so that the total annual fund
operating expenses (exclusive of distribution and service fees,
brokerage commissions, interest, taxes and extraordinary expense, if
any) will not exceed 0.60%. As a result, the actual management fee for
each share class would be 0.00%, other expenses for each share class
would be 0.60% and total annual fund operating expenses for Class A, B
and C shares would be 0.80%, 1.45% and 1.00%, respectively. This
arrangement may be terminated by the advisor at any time.

(17) The Fund's distributor has voluntarily agreed to waive a portion of the
12b-1 fee for Class C shares. As a result, the actual 12b-1 fee for
Class C shares would be 0.40% and the total annual fund operating
expenses would be 1.00%. This arrangement may be terminated by the
distributor at any time.

<PAGE>
YOUR ACCOUNT

INVESTMENT MINIMUMS(18)

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

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. "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 shares:

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

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

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 investment stub included in your quarterly statement, or
account) 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 or your financial advisor may acquire shares by exchanging
shares you own in one fund for shares of the same class of the
Fund at no additional cost. There may be an additional charge
if exchanging from a money market fund. 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
1-800-422-3737. Electronic funds transfers may take up
to two business days to settle and be considered in "good
form." 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 from your bank account to your fund account. You can select a
plan pre-authorized amount to be sent via electronic funds
transfer. Be sure to complete the appropriate section of the
application for this feature.
- - --------------------------------------------------------------------------------

By dividend You may automatically invest dividends distributed by one fund
diversification into the same class of shares of the Fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>

(18) 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.
15

<PAGE>
YOUR ACCOUNT

CHOOSING A SHARE CLASS

The Funds 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. If your financial
advisor firm participates in the Class B discount program, purchases of over $1
million can be made only in Class A or Class C shares. Based on your personal
situation, your investment advisor can help you decide which class of shares
makes the most sense for you.

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, these sales charges are
waived, as described below and in the Statement of Additional Information.

CLASS A SHARES Your purchases of Class A shares generally are at the public
offering price. This price includes a sales charge that is based on the amount
of your initial investment when you open your account. A portion of the sales
charge is the commission paid to the financial advisor firm on the sale of Class
A shares. The sales charge you pay on additional investments is based on the
total amount of your purchase and the current value of your account. The amount
of the sales charge differs depending on the amount you invest as shown in the
table below.

COLONIAL TAX-EXEMPT FUND AND COLONIAL TAX-EXEMPT INSURED FUND

% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE INVESTMENT ADVISOR FIRM
- - --------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 4.75 4.99 4.25
- - --------------------------------------------------------------------------------
$50,000 to less than $100,000 4.50 4.71 4.00
- - --------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 3.00
- - --------------------------------------------------------------------------------
$250,000 to less than $500,000 2.50 2.56 2.00
- - --------------------------------------------------------------------------------
$500,000 to less than $1,000,000 2.00 2.04 1.75
- - --------------------------------------------------------------------------------
$1,000,000 or more(19) 0.00 0.00 0.00
</TABLE>

COLONIAL INTERMEDIATE TAX-EXEMPT FUND

% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE INVESTMENT ADVISOR FIRM
<S> <C> <C> <C>
Less than $100,000 3.25 3.35 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(19) 0.00 0.00 0.00
</TABLE>

For Class A share purchases of $1 million or more, financial advisors receive a
commission from the distributor as follows:

(19) Class A shares bought without an initial sales charge in
accounts aggregating $1 million to $5 million at the time of
purchase are subject to a 1% CDSC if the shares are sold
within 18 months of the time of purchase. Subsequent 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. Purchases in accounts aggregating over $5
million are subject to a 1.00% CDSC only to the extent that
the sale of shares within 18 months of purchase cause the
value of the accounts to fall below the $5 million level. The
18-month period begins on the first day of the month following
each purchase.

<PAGE>
YOUR ACCOUNT

UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES (CDSC)

Certain investments in Class A, B and C shares are subject to a CDSC, a sales
charge applied at the time you sell your shares. 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 net asset value at the time of purchase or sale,
whichever is lower. For purposes of calculating the CDSC, the start of the
holding period is the month-end of the month in which the purchase is made.
Shares you purchase with reinvested dividends or capital gains are not subject
to a CDSC. When you place an order to sell shares, the Fund will automatically
sell first those shares not subject to a CDSC and then those you have held the
longest. This policy helps reduce and possibly eliminate the potential impact
of the CDSC.

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

PURCHASES OVER $1 MILLION

AMOUNT PURCHASED COMMISSION %

<S> <C>
First $3 million 1.00
- - --------------------------------------------------------------------------------
Next $2 million 0.50
- - --------------------------------------------------------------------------------
Over $5 million 0.25(20)
</TABLE>

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

CLASS B SHARES Your purchases of Class B shares are at the Funds' NAV. Class B
shares have no front-end sales charge, but they do carry a CDSC that is imposed
only on shares sold prior to the completion of the periods shown in the charts
below. The CDSC generally declines each year and eventually disappears over
time. The distributor pays the financial advisor firm an up-front commission on
sales of Class B shares as depicted in the charts below.

PURCHASES OF LESS THAN $250,000:

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>

Commission to financial advisors is 4.00%.

Automatic conversion to Class A shares is eight years after purchase.

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

<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>

Commission to financial advisors is 3.00%.

Automatic conversion to Class A shares is eight years after purchase.

Effective for purchases on and after February 1, 2000 you can pay a lower CDSC
and reduce the holding period when making purchases of Class B shares through a
financial advisor firm which participates in the Class B share discount program
for larger purchases as described in the charts below. Some financial advisor
firms are not able to participate because their record keeping or transaction
processing systems are not designed to accommodate these reductions. For
non-participating firms, purchases of B shares must be less than $250,000.
Consult your financial advisor to see whether it participates in the discount
program for larger purchases. For participating firms, Rights of Accumulation
apply so that if the combined value of the Fund accounts maintained by you, your
spouse or your minor children is at or above a discount level, your next
purchase will receive the lower CDSC and the applicable reduced holding period.

PURCHASES OF $250,000 TO LESS THAN $500,000:

<TABLE>
<CAPTION>
% DEDUCTED WHEN
HOLDING PERIOD AFTER PURCHASE SHARES ARE SOLD
<S> <C>
Through first year 3.00
- - --------------------------------------------------------------------------------
Through second year 2.00
- - --------------------------------------------------------------------------------
Through third year 1.00
- - --------------------------------------------------------------------------------
Longer than three years 0.00
</TABLE>

Commission to financial advisors is 2.50%.

Automatic conversion to Class A shares is four years after purchase.

<PAGE>
YOUR ACCOUNT

PURCHASES OF $500,000 TO LESS THAN $1 MILLION:

% DEDUCTED WHEN
HOLDING PERIOD AFTER PURCHASE SHARES ARE SOLD
<S> <C>
Through first year 3.00
- - --------------------------------------------------------------------------------
Through second year 2.00
- - --------------------------------------------------------------------------------
Through third year 1.00
</TABLE>

Commission to financial advisors is 1.75%.

Automatic conversion to Class A shares is three years after purchase.

If you exchange into a fund participating in the Class B share discount program
or transfer your fund account from a financial advisor which does not
participate in the program to one who does, the exchanged or transferred shares
will retain the pre-existing CDSC but any additional purchases of Class B shares
which cause the exchanged or transferred account to exceed the applicable
discount level will receive the lower CDSC and the reduced holding period for
amounts in excess of the discount level. Your financial advisor will receive the
lower commission for purchases in excess of the applicable discount level. If
you exchange from a participating fund or transfer your account from a financial
advisor that does participate in the program into a fund or financial advisor
which does not, the exchanged or transferred shares will retain the pre-existing
CDSC but all additional purchases of Class B shares will be in accordance with
the higher CDSC and longer holding period of the non-participating fund or
financial advisor.

CLASS C SHARES Similar to Class B shares, your purchases of Class C shares are
at the Funds' NAV. Although Class C shares have no front-end sales charge, they
carry a CDSC of 1.00% 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. The distributor pays the financial advisor firm an
up-front commission of 1.00% on sales of Class C shares.

THE FUNDS

YEARS AFTER PURCHASE % DEDUCTED WHEN SHARES ARE SOLD
<S> <C>
Through first year 1.00
- - --------------------------------------------------------------------------------
Longer than one year 0.00
</TABLE>

<PAGE>
YOUR ACCOUNT

HOW TO EXCHANGE SHARES

You may exchange your shares for shares of the same share class of another fund
distributed by Liberty Fund Distributor, Inc. at net asset value. 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 its 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 a Fund on any regular business day that the New
York Stock Exchange (NYSE) is open.

When a 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" also means (i) your letter has complete instructions, the proper
signatures and signature guarantees, (ii) you have included any certificates for
shares to be sold, and (iii) any other required documents are attached. For
additional documents required for sales by corporations, agents, fiduciaries and
surviving joint owners, please call 1-800-345-6611. Retirement plan accounts
have special requirements; please call 1-800-799-7526 for more information.

The Funds will generally send proceeds from the sale to you within seven days
(usually on the next business day after your request is received in "good
form"). However, if you purchased your shares by check, a Fund may delay sending
the proceeds from the sale of your shares for up to 15 days after your purchase
to protect against checks that are returned. No interest will be paid on
uncashed redemption checks.

<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. Eastern time.

By exchange You or your financial advisor may sell shares by
exchanging from a Fund into the same share class of
another fund at no additional cost. To exchange by
telephone, call 1-800-422-3737.

By telephone You or your financial advisor may sell shares by
telephone and request that a check be sent to your
address of record by calling 1-800-422-3737, unless you
have notified the Fund of an address change within the
previous 30 days. The dollar limit for telephone sales is
$100,000 in a 30-day period. You do not need to set up
this feature in advance of your call. Certain
restrictions apply to retirement accounts. For details,
call 1-800-345-6611.

By mail You may send a signed letter of instruction or stock
power form along with any certificates to be sold to the
address below. In your letter of instruction, note the
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 owners. For details,
call 1-800-345-6611.

Mail your letter of instruction 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>

21
<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. The annual
distribution fee and service fee may equal up to 0.00% and 0.25%, respectively,
(0.00% and 0.20%, respectively, for Colonial Intermediate Tax-Exempt Fund) for
Class A shares and 0.75% and 0.25%, respectively, (0.65% and 0.25%,
respectively, for Colonial Intermediate Tax-Exempt Fund) 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 each Fund's Class C share
distribution fee so that it does not exceed 0.60%, 0.45% and 0.20%, annually
for Colonial Tax-Exempt Fund, Colonial Tax-Exempt Insured Fund and Colonial
Intermediate Tax-Exempt Fund, respectively. Over time, these fees will increase
the cost of your shares and may cost you more than paying other types of sales
charges.(21)

(21) Class B shares automatically convert to Class A
shares after a certain number of years, depending on
the program you purchased your shares under,
eliminating the distribution fee upon conversion.

22
<PAGE>
YOUR ACCOUNT

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 net asset value (NAV). The NAV is determined at the close
of regular trading on the NYSE, usually 4:00 p.m. Eastern time, on each business
day that the NYSE is open (typically Monday through Friday).

When you request a transaction, it will be processed at the NAV (plus any
applicable sales charges) next determined after your request is received in
"good form" by the distributor. In most cases, in order to receive that day's
price, the distributor 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 each class's total
net assets by the number of that class's 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 Funds may use other data to determine the fair
value of the securities.

You can find the daily prices of some share classes for each Fund in most major
daily newspapers under the caption "Liberty." 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 the distributor.

23
<PAGE>
YOUR ACCOUNT

UNDERSTANDING FUND DISTRIBUTIONS

Each Fund earns income from the securities it holds. Each Fund also may realize
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 a Fund's income
and capital gains based on the number of shares you own at the time these
distributions are declared.

DIVIDENDS, DISTRIBUTIONS, AND TAXES The Funds have the potential to make the
following distributions:

TYPES OF DISTRIBUTIONS

<TABLE>
<S> <C>
Dividend Represents interest and dividends earned from securities
held by the Funds.

Capital gains Represents net long-term capital gains on sales of
securities held for more than 12 months and net short-term
capital gains which are gains on sales of securities held
for a 12-month period or less.
</TABLE>

DISTRIBUTION OPTIONS The Funds declare dividends daily and pay them monthly, and
any capital gains (including short-term capital gains) at least annually.
Dividends begin to accrue on the day that we receive payment and stop accruing
on the day prior to the shares leaving the account. You can choose one of the
options listed in the table below for these distributions when you open your
account.(22) 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 (see options below) and reinvest capital gains(23)

Receive all distributions in cash (with one of the following options) (23):

- - - send the check to your address of record
- - - send the check to a third party address

- - - transfer the money to your bank via electronic funds transfer

TAX CONSEQUENCES For federal income tax purposes, distributions of investment
income by a Fund, whether in cash or additional securities, will ordinarily
constitute tax-exempt income. Generally, gains realized by a Fund on the sale or
exchange of investments, the income from which is tax-exempt, will be taxable to
shareholders. In addition, an investment in a Fund may result in liability for
federal alternative minimum tax for both individuals and corporate shareholders.

You will be provided with information each year regarding the amount of ordinary
income and capital gains distributed to you for the previous year and any
portion of your distribution which is exempt from state and local taxes. Your
investment in a Fund may have additional personal tax implications. Please
consult your tax advisor on federal, 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. Such transactions may be subject to federal, state and local income tax.

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

(23) 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.

24
<PAGE>
MANAGING THE FUNDS
INVESTMENT ADVISOR

Colonial Management Associates, Inc. (Colonial), located at One Financial
Center, Boston, Massachusetts 02111, is the Fund's investment advisor. In its
duties as investment advisor, Colonial runs the Funds' 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
29, 2000, Colonial managed over $15.6 billion in assets.

Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe & Farnham Incorporated (Stein Roe). Colonial is part of a larger business
unit that includes several separate legal entities known as Liberty Funds Group
LLC (LFG). The LFG business unit and Stein Roe are managed by a single
management team. Stein Roe, Colonial and the other LFG entities also share
personnel, facilities and systems that may be used in providing administrative
or operational services to the Funds. Stein Roe is a registered investment
advisor. Colonial, the other entities that make up LFG and Stein Roe are
subsidiaries of Liberty Financial Companies, Inc.

For the 1999 fiscal year, aggregate advisory fees paid to Colonial by the
Colonial Tax-Exempt Fund, Colonial Tax-Exempt Insured Fund and Colonial
Intermediate Tax Exempt Fund amounted to 0.51%, 0.57% and 0.00% of average daily
net assets of each Fund, respectively.

Colonial can use the services of AlphaTrade Inc., an affiliated broker-dealer,
when buying or selling equity securities for the Funds' portfolios, pursuant to
procedures adopted by the Board of Trustees.

PORTFOLIO MANAGERS

WILLIAM C. LORING AND BRIAN M. HARTFORD, each a senior vice president of
Colonial, have co-managed the Colonial Tax-Exempt Fund since May, 1997. Messrs.
Loring and Hartford have managed various other Colonial tax-exempt funds since
1986 and 1993, respectively.

GARY SWAYZE, a senior vice president of Colonial, has managed the Colonial
Tax-Exempt Insured Fund since September, 1997. Prior to joining Colonial in
September, 1997, Mr. Swayze was a portfolio manager and group leader at Fidelity
Management and Research Company from June, 1980 to June, 1995. During the period
of June, 1995 to September, 1997, Mr. Swayze was the writer and editor of a bond
market newsletter.

25
<PAGE>
MANAGING THE FUNDS

JOANNE T. COSTOPOULOS, a senior vice president of Colonial and of Stein Roe has
managed the Colonial Intermediate Tax-Exempt Fund since December, 1999. Ms.
Costopoulos joined Stein Roe in 1982 as a head trader in the fixed-income area,
trading tax-exempt securities for both institutional and individual investment
portfolios. Ms. Costopoulos has been a portfolio manager of Stein Roe
Intermediate Municipals Fund since 1991.

26
<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS

UNDERSTANDING THE FUND'S OTHER INVESTMENTS AND RISKS

The Funds' primary investments and 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 use certain investment techniques. These securities and
investment techniques offer opportunities and carry various risks.

Each Fund may elect not to buy any of these securities or use any of these
techniques, unless they believe that doing so will help the Fund achieve its
investment goals. The Funds may not always achieve their investment goals.

Additional information about the Funds' securities and investment techniques, as
well as the Funds' fundamental and non-fundamental investment policies is
contained in the Statement of Additional Information.

Each Fund's primary investment strategies and their associated risks are
described above. This section describes other investments the Funds may make and
the risks associated with them. In seeking to achieve its goals, the Funds may
invest in various types of securities and engage in various investment
techniques which are not the principal focus of the Funds and therefore are not
described in this prospectus. These types of securities and investment practices
are identified and discussed in the Funds' Statement of Additional Information,
which you may obtain free of charge (see back cover). Approval by a Fund's
shareholders is not required to modify or change any of a Fund's investment
goals or investment strategies.

DERIVATIVE STRATEGIES
A Fund may enter into a number of hedging strategies, including those that
employ futures and options, to gain or reduce exposure to particular securities
or markets. These strategies, commonly referred to as derivatives, involve the
use of financial instruments whose value depend on, or are derived from, the
value of an underlying security, index or currency. A Fund may use these
strategies to adjust the Fund's sensitivity to changes in interest rates or for
other hedging purposes (i.e., attempting to offset a potential loss in one
position by establishing an interest in an opposite position). Derivative
strategies involve the risk that they may exaggerate a loss, potentially losing
more money than the actual cost of the derivative, or limit a potential gain.
Also, with some derivative 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.

ASSET-BACKED SECURITIES
Asset-backed securities are interests in pools of debt securities backed by
various types of loans such as credit card, auto, home mortgages, and pooled
projects financing. These securities involve prepayment risk, which is the
possibility that the underlying debt may be refinanced or prepaid prior to
maturity during periods of declining interest rates. 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. A decline in interest rates may lead to a faster rate of repayment
on asset-backed securities and therefore, cause a Fund to earn a lower interest
rate on reinvestment. 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.

MUNICIPAL LEASE OBLIGATIONS
Municipal lease obligations are revenue bonds backed by leases or installment
purchase contracts. Municipal leases are issued by a state or local government
and authorities to acquire property or equipment. They frequently involve
special risks not normally associated with general obligation or revenue bonds.
Municipal lease obligations may

<PAGE>

OTHER INVESTMENT STRATEGIES AND RISKS

not be backed by the issuing municipality and many have a "non-appropriation"
clause. A non-appropriation clause relieves the issuer of a lease obligation
from making future payments under the lease unless money is appropriated for
such purpose on a periodic basis. In addition, such lease obligation payments to
a Fund may be suspended if the issuing municipality is prevented from
maintaining occupancy of the leased premises or utilizing the leased equipment.
The disposition of the property in the event of non-appropriation or foreclosure
may be difficult, time consuming and costly and result in a delay in recovery or
the failure to fully recover the Fund's original investment.

WHEN-ISSUED SECURITIES, FORWARD COMMITMENTS AND DOLLAR ROLLS

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

ZERO COUPON BONDS

Zero coupon bonds do not pay interest in cash on a current basis, but instead
accrue interest over the life of the bond. As a result, these securities are
issued at a deep discount. The value of these securities may fluctuate more than
similar securities that pay interest periodically. Although these securities pay
no interest to holders prior to maturity, interest on these securities is
reported as income to a Fund and distributed to its shareholders.

INVERSE FLOATING RATE OBLIGATIONS

Inverse floating rate obligations represent interests in tax-exempt bonds. These
securities carry interest rates that will vary inversely to changes in market
interest rates. Such securities have investment characteristics similar to
investment leverage. Their market values are subject to greater risks of
fluctuation than securities bearing a fixed rate of interest which may lead to
greater fluctuation in the price of the security.

<PAGE>

OTHER INVESTMENT STRATEGIES AND RISKS

TEMPORARY DEFENSIVE STRATEGIES

At times, the advisor may determine that adverse market conditions make it
desirable to temporarily suspend a 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 a Fund for achieving it investment goals.

<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. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Funds (assuming reinvestment of all dividends and distributions). This
information is included in the Funds' financial statements which have 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.

COLONIAL TAX-EXEMPT FUND

<TABLE>
<CAPTION>
Year ended November 30,
1999 1998
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 ($) 14.110 14.110 14.110 13.750 13.750 13.750
- - ------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
($):
Net investment income 0.680 0.579 0.599(b) 0.713 0.605 0.627(c)
- - ------------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(loss) (1.197) (1.197) (1.197) 0.391 0.391 0.391
- - ------------------------------------------------------------------------------------------------------
Total from Investment Operations (0.517) (0.618) (0.598) 1.104 0.996 1.018
- - ------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):
From net investment income (0.675) (0.577) (0.596) (0.726) (0.621) (0.642)
- - ------------------------------------------------------------------------------------------------------
In excess of net investment income (0.017) (0.014) (0.015) (0.018) (0.015) (0.016)
- - ------------------------------------------------------------------------------------------------------
From net realized gains (0.176) (0.176) (0.176) --- --- ---
- - ------------------------------------------------------------------------------------------------------
In excess of net realized gains (0.055) (0.055) (0.055) --- --- ---
- - ------------------------------------------------------------------------------------------------------
Total Distributions Declared to
Shareholders (0.923) (0.822) (0.842) (0.744) (0.636) (0.658)
- - ------------------------------------------------------------------------------------------------------
Net asset value--
End of period ($) 12.670 12.670 12.670 14.110 14.110 14.110
- - ------------------------------------------------------------------------------------------------------
Total return (e) (%) (3.87) (4.59) (4.45)(f) 8.22 7.40 7.56(f)
- - ------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Operating expenses 0.99(h) 1.74(h) 1.59(h) 0.95(i) 1.70(i) 1.55(c)(i)
- - ------------------------------------------------------------------------------------------------------
Interest expense --- --- --- (k) (k) (k)
- - ------------------------------------------------------------------------------------------------------
Total expenses 0.99(h) 1.74(h) 1.59(b)(h) 0.95(i) 1.70(i) 1.55(c)(i)
- - ------------------------------------------------------------------------------------------------------
Net investment income 5.09(h) 4.34(h) 4.49(b)(h) 5.08(i) 4.33(i) 4.48(c)(i)
- - ------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 37 37 37 26 26 26
- - ------------------------------------------------------------------------------------------------------
Net assets at end of
period (000) ($) 2,034 279 5 2,470 354 1
</TABLE>

1997
Class A Class B Class C(a)
<S> <C> <C> <C>
Net asset value--
Beginning of period ($) 13.550 13.550 13.860
- - ------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
($):
Net investment income 0.743 0.642 0.218
- - ------------------------------------------------------------------
Net realized and unrealized gain
(loss) 0.194 0.194 (0.114)(d)
- - ------------------------------------------------------------------
Total from Investment Operations 0.937 0.836 0.104
- - ------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):
From net investment income (0.737) (0.636) (0.214)
- - ------------------------------------------------------------------
In excess of net investment income --- --- ---
- - ------------------------------------------------------------------
From net realized gains --- --- ---
- - ------------------------------------------------------------------
In excess of net realized gains --- --- ---
- - ------------------------------------------------------------------
Total Distributions Declared to
Shareholders (0.737) (0.636) (0.214)
- - ------------------------------------------------------------------
Net asset value--
End of period ($) 13.750 13.750 13.750
- - ------------------------------------------------------------------
Total return (e) (%) 7.16 6.37 0.77(g)
- - ------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Operating expenses 0.98(i) 1.73(i) 1.59(c)(i)(j)
- - ------------------------------------------------------------------
Interest expense --- --- ---
- - ---------------------------------------------------------------
Total expenses 0.98(i) 1.73(i) 1.59(c)(i)(j)
- - ------------------------------------------------------------------
Net investment income 5.45(i) 4.70(i) 4.76(c)(i)(j)
- - ------------------------------------------------------------------
Portfolio turnover (%) 39 39 39
- - ------------------------------------------------------------------
Net assets at end of
period (000) ($) 2,551 380 (l)
</TABLE>

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

(b) Net of fees waived by the Distributor which amounted to $0.020 per share
and 0.15%.

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

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

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

(g) Not annualized.

(h) The benefits derived from custody credits and directed brokerage
arrangements had an impact of 0.01%.

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

(j) Annualized.

(k) Rounds to less than 0.00%.

(l) Rounds to less than one million.

<PAGE>

FINANCIAL HIGHLIGHTS

Colonial Tax-Exempt Fund

<TABLE>
<CAPTION>
Year ended November 30,
1996 1995

Class A Class B Class A Class B
<S> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 13.720 13.720 12.180 12.180
- - -----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS ($):
Net investment income 0.756 0.656 0.771 0.673
- - -----------------------------------------------------------------------------------------------------------------------------------
Net realized and
unrealized gain (loss) (0.171) (0.171) 1.535 1.535
- - -----------------------------------------------------------------------------------------------------------------------------------
Total from Investment
Operations 0.585 0.485 2.306 2.208
- - -----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
DECLARED TO
SHAREHOLDERS ($):
From net investment
income (0.755) (0.655) (0.766) (0.668)
- - -----------------------------------------------------------------------------------------------------------------------------------
Net asset value--
End of period ($) 13.550 13.550 13.720 13.720
- - -----------------------------------------------------------------------------------------------------------------------------------
Total return (a) (%) 4.47 3.70 19.35 18.47
- - -----------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE
NET ASSETS (%):
Expenses (b) 0.99 1.74 1.01 1.76
- - -----------------------------------------------------------------------------------------------------------------------------------
Net investment income (b) 5.61 4.86 5.82 5.07
- - -----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 40 40 41 41
- - -----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of
period (000) ($) 2,818 427 3,111 469
</TABLE>

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

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

<PAGE>
FINANCIAL HIGHLIGHTS

Colonial Tax-Exempt Insured Fund

<TABLE>
<CAPTION>
Year ended November 30,
1999 1998 1997

Class A Class B Class C Class A Class B Class C Class A Class B Class C(a)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 8.620 8.620 8.620 8.470 8.470 8.470 8.330 8.330 8.530
- - -----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS ($):
Net investment income 0.374 0.311 0.336(b) 0.384 0.318 0.345(c) 0.398 0.336 0.118
- - -----------------------------------------------------------------------------------------------------------------------------------
Net realized and
unrealized gain (loss) (0.612) (0.612) (0.612) 0.218 0.218 0.218 0.136 0.136 (0.061)(d)
- - -----------------------------------------------------------------------------------------------------------------------------------
Total from Investment
Operations (0.238) (0.301) (0.276) 0.602 0.536 0.563 0.534 0.472 0.057
- - -----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):
From net investment
income (0.372) (0.309) (0.334) (0.390) (0.326) (0.352) (0.394) (0.332) (0.117)
- - -----------------------------------------------------------------------------------------------------------------------------------
In excess of net
investment income --- --- --- (0.011) (0.009) (0.010) --- --- ---
- - -----------------------------------------------------------------------------------------------------------------------------------
From net realized gains (0.090) (0.090) (0.090) (0.051) (0.051) (0.051) --- --- ---
- - -----------------------------------------------------------------------------------------------------------------------------------
Total Distributions
Declared to Shareholders (0.462) (0.399) (0.424) (0.452) (0.386) (0.413) --- --- ---
- - -----------------------------------------------------------------------------------------------------------------------------------
Net asset value--
End of period ($) 7.920 7.920 7.920 8.620 8.620 8.620 8.470 8.470 8.470
- - -----------------------------------------------------------------------------------------------------------------------------------
Total return (e) (%) (2.87) (3.60) (3.31)(f) 7.29 6.47 6.80(f) 6.63 5.83 0.68(g)
- - -----------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE
NET ASSETS (%):
Expenses (h) 1.09 1.84 1.54(b) 1.06 1.81 1.51(c) 1.07 1.82 1.51(i)
- - -----------------------------------------------------------------------------------------------------------------------------------
Net investment income (h) 4.53 3.78 4.08(b) 4.49 3.74 4.04(c) 4.76 4.01 4.22(i)
- - -----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 5 5 5 12 12 12 26 26 26
- - -----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of
period (000) ($) 140,759 34,383 641 171,812 37,716 705 181,543 38,580 100
</TABLE>

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

(b) Net of fees waived by the Distributor which amounted to $0.025 per share
and 0.30%.

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

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

(g) Not annualized.

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

(i) Annualized.

<PAGE>
FINANCIAL HIGHLIGHTS

Colonial Tax-Exempt Insured Fund

<TABLE>
<CAPTION>
Year ended November 30,
1996 1995

Class A Class B Class A Class B
<S> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 8.380 8.380 7.450 7.450
- - -----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS ($):
Net investment income 0.403 0.342 0.418 0.359
- - -----------------------------------------------------------------------------------------------------------------------------------
Net realized and
unrealized gain (loss) (0.045) (0.045) 0.935 0.935
- - -----------------------------------------------------------------------------------------------------------------------------------
Total from Investment
Operations 0.358 0.297 1.353 1.294
- - -----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
DECLARED TO
SHAREHOLDERS ($):
From net investment
income (0.408) (0.347) (0.423) (0.364)
- - -----------------------------------------------------------------------------------------------------------------------------------
Net asset value--
End of period ($) 8.330 8.330 8.380 8.380
- - -----------------------------------------------------------------------------------------------------------------------------------
Total return (a) (%) 4.48 3.70 18.55 17.68
- - -----------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE
NET ASSETS (%):
Expenses (b) 1.05 1.80 1.05 1.80
- - -----------------------------------------------------------------------------------------------------------------------------------
Net investment income(b) 4.92 4.17 5.20 4.45
- - -----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 25 25 31 31
- - -----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of
period (000) ($) 206,713 44,621 240,894 50,016
</TABLE>

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

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

<PAGE>
FINANCIAL HIGHLIGHTS

Colonial Intermediate Tax-Exempt Fund

<TABLE>
<CAPTION>
Year ended November 30,
1999 1998 1997

Class A Class B Class C Class A Class B Class C Class A Class B Class C(b)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 8.130 8.130 8.130 7.980 7.980 7.980 7.880 7.880 8.000
- - ----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($):
Net investment income (a) 0.349 0.297 0.333(c) 0.357 0.304 0.341(c) 0.388 0.337 0.121
- - ----------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(loss) (0.374) (0.374) (0.374) 0.179 0.179 0.179 0.093 0.093 (0.019)(d)
- - ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations (0.025) (0.077) (0.041) 0.536 0.483 0.520 0.481 0.430 0.102
- - ----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):
From net investment income (0.345) (0.293) (0.329) (0.378) (0.326) (0.362) (0.381) (0.330) (0.122)
- - ----------------------------------------------------------------------------------------------------------------------------------
In excess of net investment income --- --- --- (0.008) (0.007) (0.008) --- --- ---
- - ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions
Declared to Shareholders (0.345) (0.293) (0.329) (0.386) (0.333) (0.370) (0.381) (0.330) (0.122)
- - ----------------------------------------------------------------------------------------------------------------------------------
Net asset value--
End of period ($) 7.760 7.760 7.760 8.130 8.130 8.130 7.980 7.980 7.980
- - ----------------------------------------------------------------------------------------------------------------------------------
Total return (e)(f) (%) (0.33) (0.98) (0.54)(g) 6.88 6.17 6.66(g) 6.29 5.60 1.29(h)
- - ----------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses (i) 0.80 1.45 1.00(c) 0.74 1.39 0.94(c) 0.60 1.25 0.80(j)
- - ----------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) (i) 4.35 3.70 4.15(c) 4.44 3.79 4.24(c) 4.84 4.19 4.55(j)
- - ----------------------------------------------------------------------------------------------------------------------------------
Fees and expenses waived or
borne by the Advisor (i) 0.69 0.69 0.69 0.58 0.58 0.58 0.85 0.85 0.97(j)
- - ----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 15 15 15 10 10 10 31 31 31
- - ----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of
period (000) 11,811 9,659 1,703 14,051 9,504 867 10,330 10,269 101
- - ----------------------------------------------------------------------------------------------------------------------------------
(a) Net of fees and expenses
waived or borne by the
Advisor which amounted
to ($): 0.055 0.055 0.055 0.047 0.047 0.047 0.073 0.073 0.073
</TABLE>

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

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

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

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

(h) Not annualized.

(i) The benefits derived from custody credits and directed brokerage
arrangements had an impact of 0.01% and $0.001 per share.

(j) Annualized.

<PAGE>
FINANCIAL HIGHLIGHTS

Colonial Intermediate Tax-Exempt Fund

<TABLE>
<CAPTION>
Year ended November 30,
1996 1995

Class A Class B Class A Class B
<S> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 7.850 7.850 7.210 7.210
- - -----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS ($):
Net investment income (a) 0.375 0.324 0.387 0.338
- - -----------------------------------------------------------------------------------------------------------------------------------
Net realized and
unrealized gain 0.022 0.022 0.641 0.641
- - -----------------------------------------------------------------------------------------------------------------------------------
Total from Investment
Operations 0.397 0.346 1.028 0.979
- - -----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
DECLARED TO
SHAREHOLDERS ($):
from net investment
income (0.367) (0.316) (0.388) (0.339)
- - -----------------------------------------------------------------------------------------------------------------------------------
Net asset value--
End of period ($) 7.880 7.880 7.850 7.850
- - -----------------------------------------------------------------------------------------------------------------------------------
Total return (b)(c) (%) 5.23 4.55 14.56 13.82
- - -----------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE
NET ASSETS (%):
expenses 0.60(d) 1.25(d) 0.36 1.01
- - -----------------------------------------------------------------------------------------------------------------------------------
Net investment income 4.75(d) 4.10(d) 5.03 4.38
- - -----------------------------------------------------------------------------------------------------------------------------------
Fees and expenses waived or
borne by the Advisor 0.72(d) 0.72(d) 0.96 0.96
- - -----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 20 20 69 69
- - -----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of
period (000) ($) 12,479 13,080 13,317 14,820
- - -----------------------------------------------------------------------------------------------------------------------------------
(a) Net of fees and expenses
waived or borne by the
Advisor which amounted to ($): 0.057 0.057 0.074 0.074
</TABLE>

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

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

<PAGE>
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 for more
information on the Funds and the securities in which they invest. The Statement
of Additional Information 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 Statement of Additional Information,
request other information and discuss your questions about the Funds by writing
or calling 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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the E-mail address [email protected] or by writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102

Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.

INVESTMENT COMPANY ACT FILE NUMBER:

Liberty Funds Trust IV (formerly Colonial Trust IV): 811-2865

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

[LIBERTY FUNDS LOGO]

TEF-01/802A-0300
Liberty Funds Distributor, Inc. (C)2000
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
www.libertyfunds.com

<PAGE>

LIBERTY FUNDS 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

PART A

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

<PAGE>

COLONIAL HIGH YIELD MUNICIPAL FUND PROSPECTUS, APRIL 1, 2000

CLASS A, B AND C SHARES

Advised by Colonial Management Associates, Inc.

Not FDIC May Lose Value
Insured No Bank Guarantee

TABLE OF CONTENTS

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

YOUR ACCOUNT ............................................................... 6
How to Buy Shares .......................................................... 6
Sales Charges .............................................................. 7
How to Exchange Shares ..................................................... 10
How to Sell Shares ......................................................... 11
Distribution and Service Fees .............................................. 12
Other Information About Your Account ....................................... 13

MANAGING THE FUND .......................................................... 15
Investment Advisor ......................................................... 15
Portfolio Manager .......................................................... 15

OTHER INVESTMENT STRATEGIES AND RISKS ...................................... 16

FINANCIAL HIGHLIGHTS ....................................................... 18
</TABLE>

<PAGE>

THE FUND

UNDERSTANDING TAX-EXEMPT BONDS

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

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.

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 Fund's investment advisor
invests primarily in tax-exempt bonds that are consistent with the Fund's goals
of a high level of after-tax total return by pursuing current income exempt from
ordinary federal income tax and opportunities for long-term growth.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."

PRIMARY INVESTMENT RISKS

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

<PAGE>
THE FUND

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 may impact its willingness or ability
to make timely payments of interest or principal. This could result in a
decrease in the price of the security and in some cases a decrease in income.

Lower-rated debt securities and non-rated securities comparable in quality to
lower-rated securities involve greater risk of loss due to credit deterioration
and are less liquid, especially during periods of economic uncertainty or
change, than higher quality debt securities. Lower-rated debt securities have
the added risk that the issuer of the security may default and not make payment
of interest or principal.

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. Bonds that are backed by the issuer's taxing authority,
known as general obligation bonds, may partially 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. Other tax-exempt bonds, known as special revenue obligations, are payable
from revenues earned by a particular project or other revenue source. These
bonds may be subject to greater risk of default than general obligations because
investors can look only 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.

Inverse floating rate obligations represent interests in tax-exempt bonds. These
securities carry interest rates that vary inversely to changes in short-term
interest rates. Such securities have investment characteristics similar to
investment leverage. These characteristics are that their market values and net
asset value are subject to greater risks of fluctuation than securities bearing
a fixed rate of interest. The advisor has set a policy to invest no more than
15% of the Fund's total assets in inverse floating rate obligations.

<PAGE>
THE FUND

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. The Fund may invest without limit in bonds subject to the AMT.
Consult your tax advisor for more information.

<PAGE>
THE FUND

UNDERSTANDING PERFORMANCE

Calendar year total return shows the Fund's Class B 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, five-year and the 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 Lehman Brothers Municipal Bond Index
(Lehman Index), an unmanaged index that tracks the performance of the municipal
bond market. Unlike the Fund, indices are not investments, do not incur fees or
expenses and are not professionally managed. It is not possible to invest
directly in indices. The Fund's return is also compared to the average return of
the funds included in the Lipper High Yield Municipal Debt Funds category
average (Lipper Average). This Lipper Average, which is calculated by Lipper,
Inc., is composed of funds with similar investment objectives to the Fund. Sales
charges are not reflected in the Lipper Average.

PERFORMANCE HISTORY

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

CALENDAR YEAR TOTAL RETURNS (CLASS B)

[BAR CHART]

For period shown in bar chart:
Best quarter: 1st quarter 1995, +5.97%
Worst quarter: 1st quarter 1994, -3.65%

AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
1 YEAR 5 YEARS LIFE OF THE FUND
<S> <C> <C> <C>
Class A (%) -10.59 5.07 4.67(1)
- - --------------------------------------------------------------------------------------
Class B (%) -11.29 4.98 4.79
- - --------------------------------------------------------------------------------------
Class C (%) -7.59 5.39(1) 4.84(1)
- - --------------------------------------------------------------------------------------
Lehman Index (%) -2.06 6.91 6.23(2)
- - --------------------------------------------------------------------------------------
Lipper Average (%) 4.17 6.05 5.64(2)
</TABLE>

(1) Class A and Class C are newer classes of shares. Their performance
information includes returns of the Fund's Class B shares (the oldest
existing fund class) for periods prior to the inception of the newer
classes of shares. The Class B share returns are not restated to
reflect any differences in expenses (such as Rule 12b-1 fees) between
Class B shares and the newer classes of shares. If differences in
expenses were reflected, the returns for periods prior to the inception
of the newer classes of shares would be higher for Class A and the same
for Class C. Class A shares were initially offered on September 1,
1994, Class B shares were initially offered on June 8, 1992, and Class
C shares were initially offered on August 1, 1997.

(2) Performance information is from May 31, 1992.

<PAGE>
THE FUND

UNDERSTANDING EXPENSES

Sales Charges are paid directly by shareholders to Liberty Funds Distributor,
Inc., 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 help you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:

- - - $10,000 initial investment

- - - 5% total return for each year

- - - Fund operating expenses remain the same

- - - Assumes reinvestment of all dividends and distributions

YOUR EXPENSES

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

SHAREHOLDER FEES(3) (PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 4.75 0.00 0.00
- - ---------------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the
lesser of purchase price or redemption price) 1.00(4) 5.00 1.00
- - ---------------------------------------------------------------------------------------
Redemption fee (%) (as a percentage of
amount redeemed, if applicable) (5) (5) (5)
</TABLE>

ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management fee (%) 0.57 0.57 0.57
- - ---------------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00(6)
- - ---------------------------------------------------------------------------------------
Other expenses (%) 0.32 0.32 0.32
- - ---------------------------------------------------------------------------------------
Total annual fund operating expenses (%) 1.14 1.89 1.89(6)
</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 $586 $820 $1,073 $1,795
- - ---------------------------------------------------------------------------------------
Class B: did not sell your shares $192 $594 $1,021 $2,016
sold all your shares at
the end of the period $692 $894 $1,221 $2,016
- - ---------------------------------------------------------------------------------------
Class C: did not sell your shares $192 $594 $1,021 $2,212
sold all your shares at
the end of the period $292 $594 $1,021 $2,212
</TABLE>

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

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

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

(6) The Fund's distributor has voluntarily agreed to waive a portion of the
12b-1 fee for Class C shares. As a result, the actual 12b-1 fee for Class C
shares would be 0.85% and the total annual fund operating expenses for
Class C would be 1.74%. This arrangement may be terminated by the
distributor at any time.

<PAGE>
YOUR ACCOUNT

INVESTMENT MINIMUMS(7)

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

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. "Good form" means that you placed your order
with your brokerage firm or your payment has been received and your application
is complete, including all necessary signatures.

OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR BUYING SHARES:

<TABLE>
<CAPTION>
METHOD INSTRUCTIONS
<S> <C>
Through your Your financial advisor can help you establish your account 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 or your financial advisor may acquire shares by exchanging
shares you own in one fund for shares of the same class of the
Fund at no additional cost. There may be an additional charge
if exchanging from a money market fund. 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
1-800-422-3737. Electronic funds transfers may take up to
two business days to settle and be considered in "good
form." You must set up this feature prior to your
telephone request. Be sure to complete the appropriate
section of the application.
--------------------------------------------------------------------------------------
Automatic You may 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. Be sure to complete the appropriate section of the
application for this feature.
--------------------------------------------------------------------------------------
By dividend You may automatically invest dividends distributed by one fund
diversification into the same class of shares of the Fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>

(7) 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.

<PAGE>
YOUR ACCOUNT

CHOOSING A SHARE CLASS

The Fund offers three classes of shares in this prospectus -- CLASS A, B and C.
Each share class has its own sales charge and expense structure. Determining
which share class is best for you depends on the dollar amount you are investing
and the number of years for which you are willing to invest. If your financial
advisor firm participates in the Class B discount program, purchases of over $1
million can be made only in Class A or Class C shares. Otherwise, purchases in
excess of $250,000 must be for Class A or Class C shares only. Based on your
personal situation, your investment advisor can help you decide which class of
shares makes the most sense for you.

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.

CLASS A SALES CHARGES

<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE INVESTMENT ADVISOR FIRM
<S> <C> <C> <C>
Less than $50,000 4.75 4.99 4.25
- - ---------------------------------------------------------------------------------------
$50,000 to less than $100,000 4.50 4.71 4.00
- - ---------------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 3.00
- - ---------------------------------------------------------------------------------------
$250,000 to less than $500,000 2.50 2.56 2.00
- - ---------------------------------------------------------------------------------------
$500,000 to less than $1,000,000 2.00 2.04 1.75
- - ---------------------------------------------------------------------------------------
$1,000,000 or more(8) 0.00 0.00 0.00
</TABLE>

For Class A share purchases of $1 million or more, financial advisors receive a
commission from the distributor 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(9)
</TABLE>

(8) Class A shares bought without an initial sales charge in accounts
aggregating $1 million to $5 million at the time of purchase are subject to
a 1% CDSC if the shares are sold within 18 months of the time of purchase.
Subsequent 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. Purchases in accounts aggregating over $5 million are
subject to a 1.00% CDSC only to the extent that the sale of shares within
18 months of purchase cause the value of the accounts to fall below the $5
million level. The 18-month period begins on the first day of the month
following each purchase.

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

<PAGE>
YOUR ACCOUNT

UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES (CDSC)

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 they do carry a CDSC that is imposed
only on shares sold prior to the completion of the periods shown in the charts
below. The CDSC generally declines each year and eventually disappears over
time. The distributor pays the financial advisor firm an up-front commission on
sales of Class B shares as depicted in the charts below.

PURCHASES OF LESS THAN $250,000:

CLASS B SALES CHARGES

<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>

Commission to financial advisors is 5.00%.

Automatic conversion to Class A shares is eight years after purchase.

<PAGE>
YOUR ACCOUNT

purchases. For participating firms, Rights of Accumulation apply, so that if the
combined value of the Fund accounts maintained by you, your spouse or your minor
children is at or above a discount level, your next purchase will receive the
lower CDSC and the applicable reduced holding period.

PURCHASES OF $250,000 TO LESS THAN $500,000:

CLASS B SALES CHARGES

<TABLE>
<CAPTION>
% DEDUCTED WHEN
HOLDING PERIOD AFTER PURCHASE SHARES ARE SOLD
<S> <C>
Through first year 3.00
- - --------------------------------------------------------------------------------------
Through second year 2.00
- - --------------------------------------------------------------------------------------
Through third year 1.00
- - --------------------------------------------------------------------------------------
Longer than three years 0.00
</TABLE>

Commission to financial advisors is 2.50%.

Automatic conversion to Class A shares is four years after purchase.

PURCHASES OF $500,000 TO LESS THAN $1 MILLION:

CLASS B SALES CHARGES

<TABLE>
<CAPTION>
% DEDUCTED WHEN
HOLDING PERIOD AFTER PURCHASE SHARES ARE SOLD
<S> <C>
Through first year 3.00
- - --------------------------------------------------------------------------------------
Through second year 2.00
- - --------------------------------------------------------------------------------------
Through third year 1.00
</TABLE>

Commission to financial advisors is 1.75%.

Automatic conversion to Class A shares is three years after purchase.

<PAGE>

YOUR ACCOUNT

CLASS C SHARES Similar to Class B shares, your purchases of Class C shares are
at the Fund's NAV. Although Class C shares have no front-end sales charge, they
carry a CDSC of 1.00% 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. The distributor pays the financial advisor firm an
up-front commission of 1.00% on sales of Class C shares.

CLASS C SALES CHARGES

<TABLE>
<CAPTION>
YEARS AFTER PURCHASE % DEDUCTED WHEN SHARES ARE SOLD
<S> <C>
Through first year 1.00
- - --------------------------------------------------------------------------------------
Longer than one year 0.00
</TABLE>

HOW TO EXCHANGE SHARES

You may exchange your shares for shares of the same share class of another fund
distributed by Liberty Funds Distributor, Inc. at net asset value. 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 its 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" also means (i) your letter has complete instructions, the proper
signatures and signature guarantees, (ii) you have included any certificates for
shares to be sold, and (iii) any other required documents are attached. For
additional documents required for sales by corporations, agents, fiduciaries and
surviving joint owners, please call 1-800-345-6611. Retirement plan accounts
have special requirements; please call 1-800-799-7526 for more information.

The Fund will generally send proceeds from the sale to you within seven days
(usually on the next business day after your request is received in "good
form"). However, if you purchased your shares by check, the Fund may delay
sending the proceeds from the sale of your shares for up to 15 days after your
purchase to

<PAGE>

YOUR ACCOUNT

protect against checks that are returned. No interest will be paid on uncashed
redemption checks.

<PAGE>

YOUR ACCOUNT

OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:

<TABLE>
<CAPTION>
METHOD INSTRUCTIONS
<S> <C>
Through your You may call your financial advisor to place your sell order.
financial advisor To receive the current trading day's price, your financial
advisor firm must receive your request prior to the close
of the NYSE, usually 4:00 p.m. Eastern time.
--------------------------------------------------------------------------------------
By exchange You or your financial advisor may sell shares by exchanging
from the Fund into the same share class of another fund at
no additional cost. To exchange by telephone, call
1-800-422-3737.
--------------------------------------------------------------------------------------
By telephone You or your financial advisor may sell shares by telephone and
request that a check be sent to your address of record by
calling 1-800-422-3737, unless you have notified the Fund of an
address change within the previous 30 days. The dollar limit
for telephone sales is $100,000 in a 30-day period. You do not
need to set up this feature in advance of your call. Certain
restrictions apply to retirement accounts. For details, call
1-800-345-6611.
--------------------------------------------------------------------------------------
By mail You may send a signed letter of instruction or stock power form
along with any certificates to be sold to the address below.
In your letter of instruction, note the 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 owners. For details, call
1-800-345-6611.

Mail your letter of instruction 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. The annual
distribution fee and service fee may equal up to 0.00% and 0.25%, respectively,
for Class A shares and 0.75% and 0.25%, respectively, for each of Class B and
Class C shares and are paid out of the assets of these classes. The distributor
has voluntarily agreed to waive a portion of the Class C share distribution fee
so that it does not exceed 0.60% annually. Over time, these fees will increase
the cost of your shares and may cost you more than paying other types of sales
charges.(10)

(10) Class B shares automatically convert to Class A after a certain number of
years, depending on the program you purchased your shares under,
eliminating the distribution fee upon conversion.

<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 net asset value (NAV). The NAV is determined at the close
of regular trading on the NYSE, usually 4:00 p.m. Eastern time, on each business
day that the NYSE is open (typically Monday through Friday).

You can find the daily prices of some share classes for the Fund in most major
daily newspapers under the caption "Liberty." 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.

<PAGE>

YOUR ACCOUNT

UNDERSTANDING FUND DISTRIBUTIONS

The Fund earns income from the securities it holds. The Fund also may realize
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.

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

TYPES OF DISTRIBUTIONS

<TABLE>
<CAPTION>
<S> <C>
Dividend Represents interest and dividends earned from securities
held by the Fund.
--------------------------------------------------------------------------------------
Capital gains Represents net long-term capital gains on sales of
securities held for more than 12 months and net short-term
capital gains, which are gains on sales of securities held
for a 12-month period or less.
</TABLE>

DISTRIBUTION OPTIONS The Fund declares dividends daily and pays them monthly,
and any capital gains (including short-term capital gains) at least annually.
Dividends begin to accrue on the day that we receive payment and stop accruing
on the day prior to the shares leaving the account. You can choose one of the
options listed in the table below for these distributions when you open your
account.(11) To change your distribution option call 1-800-345-6611.

DISTRIBUTION OPTIONS

Receive dividends in cash (see options below) and reinvest capital gains(12)
- - --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options) (12):

- - - send the check to your address of record

- - - send the check to a third party address

- - - transfer the money to your bank via electronic funds transfer

TAX CONSEQUENCES For federal income tax purposes, distributions of investment
income by the Fund, whether in cash or additional securities, will ordinarily
constitute tax-exempt income. Generally, gains realized by the Fund on the sale
or exchange of investments, the income from which is tax-exempt, will be taxable
to shareholders. In addition, an investment in the Fund may result in liability
for federal alternative minimum tax for both individuals and corporate
shareholders.

You will be provided with information each year regarding the amount of ordinary
income and capital gains distributed to you for the previous year and any
portion of your distribution which is exempt from state and local taxes. Your
investment in the Fund may have additional personal tax implications. Please
consult your tax advisor on federal, state, local or other applicable tax laws.

In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund. Such transactions may be subject to federal, state and local income tax.

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

(12) 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.

<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 February
29, 2000, Colonial managed over $15.6 billion in assets.

Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe & Farnham Incorporated (Stein Roe). Colonial is part of a larger business
unit that includes several separate legal entities known as Liberty Funds Group
LLC (LFG). The LFG business unit and Stein Roe are managed by a single
management team. Stein Roe, Colonial and the other LFG entities also share
personnel, facilities and systems that may be used in providing administrative
or operational services to the Fund. Stein Roe is a registered investment
advisor. Colonial, the other entities that make up LFG and Stein Roe are
subsidiaries of Liberty Financial Companies, Inc.

For the 1999 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.57% of average daily net assets of the Fund.

PORTFOLIO MANAGER

MAUREEN G. NEWMAN, a senior vice president of Colonial, is the manager of the
Fund and 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.

<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS

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 use
certain investment techniques. These securities and investment techniques offer
opportunities and carry various risks.

The Fund may elect not to buy any of these securities or use any of these
techniques unless it believes that doing so will help the Fund achieve its
investment goals. The Fund may not always achieve its investment goals.

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

The Fund's primary investment strategies and their associated risks are
described above. This section describes other investments the Fund may make and
the risks associated with them. In seeking to achieve its goals, the Fund may
invest in various types of securities and engage in various investment
techniques which are not the principal focus of the Fund and therefore are not
described in this prospectus. These types of securities and investment practices
are identified and discussed in the Fund's Statement of Additional Information,
which you may obtain free of charge (see back cover). Approval by the Fund's
shareholders is not required to modify or change any of the Fund's investment
goals or investment strategies.

DERIVATIVE STRATEGIES

The Fund may enter into a number of hedging strategies, including those that
employ inverse floaters and futures and options, to gain or reduce exposure to
particular securities or markets. These strategies, commonly referred to as
derivatives, involve the use of financial instruments whose value depend on, or
are derived from, the value of an underlying security, index or currency. The
Fund may use these strategies to adjust the Fund's sensitivity to changes in
interest rates or for other hedging purposes (i.e., attempting to offset a
potential loss in one position by establishing an interest in an opposite
position). Derivative strategies involve the risk that they may exaggerate a
loss, potentially losing more money than the actual cost of the derivative, or
limit a potential gain. Also, with some derivative 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.

<PAGE>

OTHER INVESTMENT STRATEGIES AND RISKS

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS

ZERO COUPON BONDS

Zero coupon bonds do not pay interest in cash on a current basis, but instead
accrue interest over the life of the bond. As a result, these securities are
issued at a deep discount. The value of these securities may fluctuate more than
similar securities that pay interest periodically. Although these securities pay
no interest to holders prior to maturity or call, interest on these securities
is reported as income to the Fund and distributed to its shareholders.

ASSET-BACKED SECURITIES

Asset-backed securities are interests in pools of debt securities backed by
various types of loans such as mortgages and student loans. These securities
involve prepayment risk, which is the possibility that the underlying debt may
be refinanced or prepaid prior to maturity. 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. A decline in interest rates
may lead to a faster rate of repayment on asset-backed securities and therefore,
cause the Fund to earn a lower interest rate on reinvestment. 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.

MUNICIPAL LEASE OBLIGATIONS

Municipal lease obligations are revenue bonds backed by leases or installment
purchase contracts. Municipal leases are issued by a state or local government
and authorities to acquire property or equipment. They frequently involve
special risks not normally associated with general obligation or revenue bonds.
Municipal lease obligations may not be backed by the issuing municipality and
many have a "non-appropriation" clause. A non-appropriation clause relieves the
issuer of any lease obligation from making future payments under the lease
unless money is appropriated for such purpose on a periodic basis. In addition,
such lease obligation payments to the Fund may be suspended if the

<PAGE>

OTHER INVESTMENT STRATEGIES AND RISKS

issuing municipality is prevented from maintaining occupancy of the leased
premises or utilizing the leased equipment. The disposition of the property in
the event of non-appropriation or foreclosure may be difficult, time consuming
and costly and result in a delay in recovery or the failure to fully recover the
Fund's original investment.

TEMPORARY DEFENSIVE STRATEGIES

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

<PAGE>

OTHER INVESTMENT STRATEGIES AND RISKS

<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. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information is included in the Fund's financial statements which have been
audited by PricewaterhouseCoopers LLP, independent accountants, whose report,
along with the Fund's financial statements, is included in the Fund's annual
report. You can request a free annual report by calling 1-800-426-3750.

THE FUND

<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
1999 1998 1997

CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C(a)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value -
Beginning of period ($) 10.580 10.580 10.580 10.340 10.340 10.340 10.160 10.160 10.320
- - ---------------------------------------------------------------------------------------------------------------------------------

INCOME FROM INVESTMENT
OPERATIONS ($):

Net investment income 0.546 0.470 0.485(b) 0.561 0.480 0.496(c) 0.592 0.516 0.176
- - ---------------------------------------------------------------------------------------------------------------------------------
Net realized and
unrealized gain (loss) (0.991) (0.991) (0.991) 0.260 0.260 0.260 0.188 0.188 0.018(d)
- - ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment
Operations (0.445) (0.521) (0.506) 0.821 0.740 0.756 0.780 0.704 0.194
- - ---------------------------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):

From net investment
income (0.545) (0.469) (0.484) (0.565) (0.487) (0.502) (0.594) (0.518) (0.174)
- - ---------------------------------------------------------------------------------------------------------------------------------
In excess of net
investment income --- --- --- (0.016) (0.013) (0.014) (0.006) (0.006) ---
- - ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions
Declared to Shareholders (0.545) (0.469) (0.484) (0.581) (0.500) (0.516) (0.600) (0.524) (0.174)
- - ---------------------------------------------------------------------------------------------------------------------------------
Net asset value -
End of period ($) 9.590 9.590 9.590 10.580 10.580 10.580 10.340 10.340 10.340
- - ---------------------------------------------------------------------------------------------------------------------------------
Total return (e) (%) (4.36) (5.08) (4.94)(f) 8.11 7.29 7.45(f) 7.95 7.15 1.90(g)
- - ---------------------------------------------------------------------------------------------------------------------------------

RATIOS TO AVERAGE
NET ASSETS (%):

Expenses (h) 1.13 1.88 1.73(b) 1.07 1.82 1.67(c) 1.11 1.86 1.72(i)
- - ---------------------------------------------------------------------------------------------------------------------------------
Net investment income (h) 5.35 4.60 4.75(b) 5.37 4.62 4.77(c) 5.83 5.08 5.14(i)
- - ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 50 50 50 36 36 36 23 23 23
- - ---------------------------------------------------------------------------------------------------------------------------------
Net assets at end of
period (000) ($) 64,458 110,939 2,967 64,749 130,691 2,629 52,847 142,287 341
</TABLE>

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

(b) Net of fees waived by the Distributor which amounted to $0.015 per share
and 0.15%.

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

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

(g) Not annualized.

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

(i) Annualized.

<PAGE>

FINANCIAL HIGHLIGHTS

YEAR ENDED NOVEMBER 30,
1996 1995
CLASS A CLASS B CLASS A CLASS B
<S> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 10.230 10.230 9.330 9.330
- - ------------------------------------------------------------------------------------------------------------------------------------

INCOME FROM INVESTMENT
OPERATIONS ($):
Net investment income 0.624 0.548 0.656 0.583
- - ------------------------------------------------------------------------------------------------------------------------------------
Net realized and
unrealized gain (loss) (0.051) (0.051) 0.912 0.912
- - ------------------------------------------------------------------------------------------------------------------------------------
Total from Investment
Operations 0.573 0.497 1.568 1.495
- - ------------------------------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):

From net investment
income (0.643) (0.567) (0.668) (0.595)
- - ------------------------------------------------------------------------------------------------------------------------------------
Total Distributions
Declared to Shareholders (0.643) (0.567) (0.668) (0.595)
- - ------------------------------------------------------------------------------------------------------------------------------------
Net asset value--
End of period ($) 10.160 10.160 10.230 10.230
- - ------------------------------------------------------------------------------------------------------------------------------------
Total return (a) (%) 5.86 5.07 17.28 16.42
- - ------------------------------------------------------------------------------------------------------------------------------------

RATIOS TO AVERAGE
NET ASSETS (%):

Expenses (b) 1.10 1.85 1.17 1.92
- - -----------------------------------------------------------------------------------------------------------------------------------
Net investment income (b) 6.19 5.44 6.67 5.92
- - ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 8 8 26 26
- - ------------------------------------------------------------------------------------------------------------------------------------
Net assets at end of
period (000) ($) 37,420 145,200 17,997 137,893
</TABLE>

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

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

<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 for more
information on the Fund and the securities in which it invests. The Statement of
Additional Information 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 Statement Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the E-mail address [email protected] or by writing the:

Public Reference Room
Securities and Exchange Commission

Washington, DC 20549-0102

Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.

INVESTMENT COMPANY ACT FILE NUMBER:

Liberty Funds Trust IV (formerly Colonial Trust IV): 811-2865

- - - Colonial High Yield Municipal Fund

[LIBERTY FUNDS LOGO & ADDRESS]

783-01/804A-0300

LIBERTY FUNDS 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

PART A

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

<PAGE>

COLONIAL UTILITIES FUND PROSPECTUS, APRIL 1, 2000

CLASS A, B AND C SHARES

Advised by Colonial Management Associates, Inc.

----------------------------------
| Not FDIC | May Lose Value |
| Insured |---------------------|
| | No Bank Guarantee |
----------------------------------

TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

How to Exchange Shares.................. 10

How to Sell Shares...................... 11

Distribution and Service Fees........... 12

Other Information About Your Account.... 13

MANAGING THE FUND 15
- - ----------------------------------------------

Investment Advisor...................... 15

Portfolio Managers...................... 15

FINANCIAL HIGHLIGHTS 16
- - ----------------------------------------------
</TABLE>

<PAGE>
THE FUND

UTILITY COMPANY SECURITIES

Utility company securities in which the Fund may invest include securities of
companies engaged in the manufacture, production, generation, transmission, sale
or distribution of electricity, natural gas or other types of energy, water or
other sanitary services. They also include securities of companies engaged in
telecommunications, such as telephone, satellite, microwave and other
communications media. The Fund may invest in companies engaged in the
manufacture and production of equipment utilized in the energy and
telecommunications industries.

INVESTMENT GOALS
- - --------------------------------------------------------------------------------
The Fund seeks current income and long-term growth.

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

The Fund invests up to 80% of its assets in securities of U.S. utility
companies. The Fund invests in both equity and preferred securities of utility
companies. The remaining 20% of the Fund's assets may be invested in the equity
securities of non-utility related companies. In addition, the Fund's investment
advisor may invest up to 20% of the Fund's assets in foreign utility company
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 temporarily suspend 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 goals.

In seeking to achieve its goals, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principal focus of the Fund and therefore are not described in this prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's Statement of Additional Information, which you may obtain free of
charge (see back cover). Approval by the Fund's shareholders is not required to
modify or change the Fund's investment goals or investment strategies.

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

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

Utility company securities are subject to special risks. These securities are
especially affected by changes in interest rates, as well as by general
competitive and market forces in the industry. As interest rates increase, the
value of securities of utility companies tends to decrease, and vice versa. 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.

<PAGE>
The Fund

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. The liquidity of foreign securities may be more limited than
domestic securities, which means that the Fund may, at times, be unable to sell
foreign securities at desirable prices. Brokerage commissions, custodial fees
and other fees are generally higher for foreign investments. In addition,
foreign governments may impose withholding taxes which would reduce the amount
of income available to distribute to shareholders. Other risks include the
following: possible delays in the settlement of transactions; less publicly
available information about companies; the impact of political, social or
diplomatic events; and possible seizure, expropriation or nationalization of the
company or its assets.

<PAGE>
The Fund

UNDERSTANDING PERFORMANCE

The Fund's return is compared to Dow Jones Utility Average (Dow Average), an
unmanaged index that tracks the performance of utility stocks, and the Standard
& Poor's 500 Index (S&P Index), an unmanaged index that tracks the performance
of 500 widely held, large capitalization U.S. stocks. Unlike the Fund, indices
are not investments, do not incur fees or expenses and are not professionally
managed. It is not possible to invest directly in indices. The Fund's return is
also compared to the average return of the funds included in the Lipper
Utilities Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.

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

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

CALENDAR YEAR TOTAL RETURNS (CLASS A)(1)

[BAR CHART]

For period shown in bar chart:

Best quarter: 4th quarter 1997, +14.62%

Worst quarter: 1st quarter 1994, -8.71%

AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS(1)
<S> <C> <C> <C>
Class A (%) 7.98 19.31 13.11
- - --------------------------------------------------------------------------------
Class B (%) 7.46 19.39 13.02(2)
- - --------------------------------------------------------------------------------
Class C (%) 11.46 20.04(2) 13.45(2)
- - --------------------------------------------------------------------------------
Dow Average (%) (9.27) 9.32 1.89
- - --------------------------------------------------------------------------------
S&P Index (%) 21.03 28.54 18.19
- - --------------------------------------------------------------------------------
Lipper Average (%) 14.53 18.83 12.15
</TABLE>

(1) The Fund changed to its current investment objective effective March 4,
1992.

(2) Class B and Class C are newer classes of shares. Their 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
classes of shares. The Class A share returns are not restated to reflect
any differences in expenses (such as Rule 12b-1 fees) between Class A
shares and the newer classes of shares. If differences in expenses were
reflected, the returns for periods prior to the inception of the newer
classes of shares would be lower. Class A shares were initially offered on
August 3, 1981, Class B shares were initially offered on May 5, 1992, and
Class C shares were initially offered on August 1, 1997.

<PAGE>
THE FUND

UNDERSTANDING EXPENSES

SALES CHARGES are paid directly by shareholders to Liberty Funds Distributor,
Inc., 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. It uses the following hypothetical
conditions:

- - - $10,000 initial investment

- - - 5% total return for each year

- - - Fund operating expenses remain the same

- - - Assumes reinvestment of all dividends and distributions

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

SHAREHOLDER FEES(3) (PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C

<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 4.75 0.00 0.00
- - --------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the
lesser of purchase price or redemption price) 1.00(4) 5.00 1.00
- - --------------------------------------------------------------------------------
Redemption fee (as a percentage of amount
redeemed, if applicable) (5) (5) (5)
</TABLE>

ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C

<S> <C> <C> <C>
Management fee (%) 0.64 0.64 0.64
- - --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
- - --------------------------------------------------------------------------------
Other expenses (%) 0.32 0.32 0.32
- - --------------------------------------------------------------------------------
Total annual fund operating expenses (%) 1.21 1.96 1.96
</TABLE>

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

<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS

<S> <C> <C> <C> <C>
Class A $592 $841 $1,108 $1,871
- - --------------------------------------------------------------------------------
Class B: did not sell your shares $199 $615 $1,057 $2,091

sold all your shares at
the end of the period $699 $915 $1,257 $2,091
- - --------------------------------------------------------------------------------
Class C: did not sell your shares $199 $615 $1,057 $2,285

sold all your shares at
the end of the period $299 $615 $1,057 $2,285
</TABLE>

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

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

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

<PAGE>
YOUR ACCOUNT

INVESTMENT MINIMUMS(6)

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

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

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 or your financial advisor may acquire shares by exchanging
shares you own in one fund for shares of the same class of the
Fund at no additional cost. There may be an additional charge
if exchanging from a money market fund. 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
1-800-422-3737. Electronic funds transfers may take up to
two business days to settle and be considered in "good
form." 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
transfers. Be sure to complete the appropriate section of the
application for this feature.
- - ------------------------------------------------------------------------------------
By dividend You may automatically invest dividends distributed by one fund
diversification into the same class of shares of the Fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>

(6) 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.

<PAGE>
YOUR ACCOUNT

CHOOSING A SHARE CLASS

The Fund also offers an additional class of shares, Class Z shares, which are
available only to other investment companies managed by an affiliate of the
advisor.

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

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

CLASS A SALES CHARGES

<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE INVESTMENT ADVISOR FIRM
<S> <C> <C> <C>
Less than $50,000 4.75 4.99 4.25
- - --------------------------------------------------------------------------------
$50,000 to less than $100,000 4.50 4.71 4.00
- - --------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 3.00
- - --------------------------------------------------------------------------------
$250,000 to less than $500,000 2.50 2.56 2.00
- - --------------------------------------------------------------------------------
$500,000 to less than $1,000,000 2.00 2.04 1.75
- - --------------------------------------------------------------------------------
$1,000,000 or more(7) 0.00 0.00 0.00
</TABLE>

For Class A share purchases of $1 million or more, financial advisors receive a
commission from the distributor 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(8)
</TABLE>

(7) Class A shares bought without an initial sales charge in accounts
aggregating $1 million to $5 million at the time of purchase, are subject
to a % CDSC if the shares are sold within 18 months of the time of
purchase. Subsequent 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. Purchases in accounts aggregating over $5 million are
subject to a 1.00% CDSC only to the extent that the sale of shares within
18 months of purchase cause the value of the accounts to fall below the $5
million level. The 18-month period begins on the first day of the month
following each purchase.

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

<PAGE>
YOUR ACCOUNT

UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES (CDSC)

PURCHASES OF LESS THAN $250,000:

CLASS B SALES CHARGES

<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
- - --------------------------------------------------------------------------------
Though fifth year 2.00
- - --------------------------------------------------------------------------------
Through sixth year 1.00
- - --------------------------------------------------------------------------------
Longer than six years 0.00
</TABLE>

Commission to financial advisors is 5.00%.

Automatic conversion to Class A shares is eight years after purchase.

<PAGE>
YOUR ACCOUNT

You can pay a lower CDSC and reduce the holding period when making purchases of
Class B shares through a financial advisor firm which participates in the Class
B share discount program for larger purchases as described in the charts below.
Some financial advisor firms are not able to participate because their record
keeping or transaction processing systems are not designed to accommodate these
reductions. For non-participating firms, purchases of B shares must be less than
$250,000. Consult your financial advisor to see whether it participates in the
discount program for larger purchases. For participating firms, Rights of
Accumulation apply, so that if the combined value of the Fund accounts
maintained by you, your spouse or your minor children is at or above a discount
level, your next purchase will receive the lower CDSC and the applicable reduced
holding period.

PURCHASES OF $250,000 TO LESS THAN $500,000:

CLASS B SALES CHARGES

Commission to financial advisors is 2.50%.

Automatic conversion to Class A shares is four years after purchase.

PURCHASES OF $500,000 TO LESS THAN $1 MILLION:

CLASS B SALES CHARGES

Commission to financial advisors is 1.75%.

Automatic conversion to Class A shares is three years after purchase.

<PAGE>
YOUR ACCOUNT

If you exchange into a fund participating in the Class B share discount program
or transfer your fund account from a financial advisor which does not
participate in the program to one who does, the exchanged or transferred shares
will retain the pre-existing CDSC but any additional purchases of Class B shares
which cause the exchanged or transferred account to exceed the applicable
discount level will receive the lower CDSC and the reduced holding period for
amounts in excess of the discount level. Your financial advisor will receive the
lower commission for purchases in excess of the applicable discount level. If
you exchange from a participating fund or transfer your account from a financial
advisor that does not participate in the program into a fund or financial
advisor which does not, the exchanged or transferred shares will retain the
pre-existing CDSC but all additional purchases of Class B shares will be in
accordance with the higher CDSC and longer holding period of the
non-participating fund or financial advisor.

CLASS C SALES CHARGES

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

You may exchange your shares for shares of the same share class of another fund
distributed by Liberty Funds Distributor, Inc. at net asset value. 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.

<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. For additional
documents required for sales by corporations, agents, fiduciaries and surviving
joint owners, please call 1-800-345-6611. Retirement plan accounts have special
requirements; please call 1-800-799-7526 for more information.

The Fund will generally send proceeds from the sale to you within seven days
(usually on the next business day after your request is in "good form").
However, if you purchased your shares by check, the Fund may delay sending the
proceeds from the sale of your shares for up to 15 days after your purchase to
protect against checks that are returned. No interest will be paid on uncashed
redemption checks.

<PAGE>
Your Account

OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:

<TABLE>
<CAPTION>
METHOD INSTRUCTIONS

<S> <C>
Through your You may call your financial advisor to place your sell order.
financial advisor To receive the current trading day's price, your financial
advisor firm must receive your request prior to the close
of the NYSE, usually 4:00 p.m. Eastern time.
- - ------------------------------------------------------------------------------------
By exchange You or your financial advisor may sell shares by exchanging
from the Fund into the same share class of another fund at
no additional cost. To exchange by telephone, call
1-800-422-3737.
- - ------------------------------------------------------------------------------------
By telephone You or your financial advisor may sell shares by telephone and
request that a check be sent to your address of record by
calling 1-800-422-3737, unless you have notified the Fund of an
address change within the previous 30 days. The dollar limit
for telephone sales is $100,000 in a 30-day period. You do not
need to set up this feature in advance of your call. Certain
restrictions apply to retirement accounts. For details call
1-800-345-6611.
- - ------------------------------------------------------------------------------------
By mail You may send a signed letter of instruction or stock power form
along with any certificates to be sold to the address below.
In your letter of instruction, note the 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 letter of instruction 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. The annual
distribution fee and service fee may equal up to 0.00% and 0.25%, respectively,
for Class A shares and 0.75% and 0.25%, respectively, 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.(9)

(9) Class B shares automatically convert to Class A shares after a certain
number of years, depending on the program you purchased your shares under,
eliminating the distribution fee upon conversion.

<PAGE>
Your Account

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

The Fund determines its NAV for each share class by dividing each class's total
net assets by the number of that class's 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. Because the Fund holds securities that are traded on
foreign exchanges, the value of the Fund's securities may change on days when
shareholders will not be able to buy or sell Fund shares. This will affect the
Fund's NAV on the day it is next determined. 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.

<PAGE>
Your Account

UNDERSTANDING FUND DISTRIBUTIONS

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

TYPES OF DISTRIBUTIONS

<TABLE>
<S> <C>
Dividend Represents interest and dividends earned from securities
held by the Fund.
- - --------------------------------------------------------------------------------
Capital gains Represents net long-term capital gains on sales of
securities held for more than 12 months and net short-term
capital gains, which are gains on sales of securities held
for a 12-month period or less.
</TABLE>

DISTRIBUTION OPTIONS The Fund distributes dividends quarterly and any capital
gains (including short-term capital gains) at least annually. You can choose one
of the options listed in the table below for these distributions when you open
your account.(10) 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 (see options below) and reinvest capital gains(11)
- - --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(11)

- - - send the check to your address of record
- - - send the check to a third party address
- - - transfer the money to your bank via electronic funds transfer

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

(10) 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.

(11) 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.

<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 February
29, 2000, Colonial managed over $15.6 billion in assets.

Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe & Farnham Incorporated (Stein Roe). Colonial is part of a larger business
unit that includes several separate legal entities known as Liberty Funds Group
LLC (LFG). The LFG business unit and Stein Roe are managed by a single
management team. Stein Roe, Colonial and the other LFG entities also share
personnel, facilities and systems that may be used in providing administrative
or operational services to the Fund. Stein Roe is a registered investment
advisor. Colonial, the other entities that make up LFG and Stein Roe are
subsidiaries of Liberty Financial Companies, Inc.

For the 1999 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.64% of average daily net assets of the Fund.

Colonial can use the services of AlphaTrade Inc., an affiliated broker-dealer,
when buying or selling equity securities for the Fund's portfolio, pursuant to
procedures adopted by the Board of Trustees.

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

SCOTT SCHERMERHORN, a senior vice president of Colonial has managed the Fund
since January, 2000. Mr. Schermerhorn has managed various other funds for
Colonial since October, 1998. Prior to joining Colonial Mr. Schermerhorn was the
head of the value team at Federated Investors from May, 1996 to October, 1998
where he managed the American Leader Fund, Federated Stock Trust, Federated
Stock and Bond Fund as well as other institutional accounts. From February, 1990
to May, 1996, Mr. Schermerhorn was a member of the growth and income team at J&W
Seligman.

<PAGE>

<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. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been derived from the Fund's financial statements which have
been audited by PricewaterhouseCoopers LLP, independent accountants, whose
report, along with the Fund's financial statements, is included in the Fund's
annual report. You can request a free annual report by calling 1-800-426-3750.

THE FUND

<TABLE>
<CAPTION>
Year ended November 30,
1999 1998 1997

Class A Class B Class C Class A Class B Class C Class A Class B Class C(a)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 21.130 21.130 21.130 18.060 18.060 18.060 15.210 15.210 16.260
- - ------------------------------------------------------------------------------------------------------------------------------------

INCOME FROM INVESTMENT OPERATIONS ($):
Net investment income 0.399 0.234 0.232 0.516 0.365 0.365 0.599 0.481 0.166
- - ------------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain 2.319 2.320 2.312 3.111 3.111 3.111 2.852 2.852 1.794(f)
- - ------------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations 2.718 2.554 2.544 3.627 3.476 3.476 3.451 3.333 1.960
- - ------------------------------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS ($):
From net investment income (0.341) (0.207) (0.207) (0.530) (0.382) (0.382) (0.601) (0.483) (0.160)
- - ------------------------------------------------------------------------------------------------------------------------------------
In excess of net investment income --- --- --- (0.013) (0.010) (0.010) --- --- ---
- - ------------------------------------------------------------------------------------------------------------------------------------
From net realized gains (0.657) (0.657) (0.657) (0.014) (0.014) (0.014) --- --- ---
- - ------------------------------------------------------------------------------------------------------------------------------------
Total Distributions Declared to
Shareholders (0.998) (0.864) (0.864) (0.557) (0.406) (0.406) (0.601) (0.483) (0.160)
- - ------------------------------------------------------------------------------------------------------------------------------------
Net asset value--
End of period ($) 22.850 22.820 22.810 21.130 21.130 21.130 18.060 18.060 18.060
- - ------------------------------------------------------------------------------------------------------------------------------------
Total return (b) (%) 13.15 12.32 12.33 20.32 19.41 19.41 23.26 22.36 12.12(c)
- - ------------------------------------------------------------------------------------------------------------------------------------

RATIOS TO AVERAGE NET ASSETS (%):
Expenses (d) 1.22 1.97 1.97 1.19 1.94 1.94 1.22 1.97 1.97(e)
- - ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (d) 1.80 1.05 1.05 2.63 1.88 1.88 3.76 3.01 2.96(e)
- - ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 28 28 28 22 22 22 7 7 7
- - ------------------------------------------------------------------------------------------------------------------------------------
Net assets at end of period (in
millions) ($) 354 733 4 351 736 3 327 684 1
</TABLE>

(a) Class C shares were initially offered on August 1, 1997. Per share amounts
reflect activity from that date.
(b) Total return at net asset value assuming all distributions reinvested and
no initial sales charge or contingent deferred sales charge.
(c) Not annualized.
(d) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
(e) Annualized.

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

<PAGE>
THE FUND

<TABLE>
<CAPTION>
Year ended November 30,
1996 1995
Class A Class B Class A Class B
<S> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 14.370 14.370 11.720 11.720
- - ------------------------------------------------------------------------------------------------------------------------------------

INCOME FROM INVESTMENT OPERATIONS ($):

Net investment income 0.612 0.502 0.640 0.544
- - ------------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain 0.831 0.831 2.659 2.659
- - ------------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations 1.443 1.333 3.299 3.203
- - ------------------------------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):

From net investment income (0.603) (0.493) (0.649) (0.553)
- - ------------------------------------------------------------------------------------------------------------------------------------
Total Distributions Declared to Shareholders (0.603) (0.493) (0.649) (0.553)
- - ------------------------------------------------------------------------------------------------------------------------------------
Net asset value--
End of period ($) 15.210 15.210 14.370 14.370
- - ------------------------------------------------------------------------------------------------------------------------------------
Total return (a) (%) 10.27 9.45 28.90 27.96
- - ------------------------------------------------------------------------------------------------------------------------------------

RATIOS TO AVERAGE NET ASSETS (%):
Expenses (b) 1.20 1.95 1.21 1.96
- - ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (b) 4.16 3.41 5.00 4.25
- - ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 8 8 7 7
- - ------------------------------------------------------------------------------------------------------------------------------------
Net assets at end of period (in millions) ($) 348 729 400 821
</TABLE>

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

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

<PAGE>
NOTES

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

<PAGE>
NOTES

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

<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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site at
www.sec.gov.

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102

Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.

INVESTMENT COMPANY ACT FILE NUMBER:

Liberty Funds Trust IV (formerly Colonial Trust IV): 811-2865

- - - Colonial Utilities Fund

[LIBERTY FUNDS LOGO]

Liberty Funds Distributor, Inc. (C)2000
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
www.libertyfunds.com

759-01/806A-0300

<PAGE>

LIBERTY FUNDS 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

PART A

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

<PAGE>

THE CLASS OF SHARES DESCRIBED IN THIS PROSPECTUS IS AVAILABLE FOR PURCHASE
ONLY BY OTHER INVESTMENT COMPANIES MANAGED BY AFFILIATES OF THE ADVISOR.

COLONIAL UTILITIES FUND PROSPECTUS, APRIL 1, 2000

CLASS Z SHARES

Advised by Colonial Management Associates, Inc.

TABLE OF CONTENTS

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

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

MANAGING THE FUND 11
- - --------------------------------------------
Investment Advisor 11
Portfolio Managers 11

FINANCIAL HIGHLIGHTS 12
- - --------------------------------------------
</TABLE>

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

<PAGE>
THE FUND
- - -------------------------------------------------------------------------------

UTILITY COMPANY SECURITIES

INVESTMENT GOALS
- - -------------------------------------------------------------------------------
The Fund seeks current income and long-term growth.

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

At times, the advisor may determine that adverse market conditions make it
desirable to temporarily suspend the Fund's normal investment activities. During
such times, the Fund may, 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 goals.

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

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

<PAGE>
THE FUND

Utility company securities are subject to special risks. These securities are
especially affected by changes interest rates, as well as by general competitive
and market forces in the industry. As interest rates increase, the value of
securities of utility companies tends to decrease, and vice versa. 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.

<PAGE>
THE FUND

UNDERSTANDING PERFORMANCE

CALENDAR YEAR TOTAL RETURN shows the Fund's Class A share performance for each
of the last ten complete calendar years. It includes the effects of Fund
expenses, but not the effects of sales charges.

The Fund's return is compared to Dow Jones Utility Average (Dow Average), an
unmanaged index that tracks the performance of utility stocks, and the Standard
& Poor's 500 Index (S&P Index), an unmanaged index that tracks the performance
of 500 widely held, large capitalization U.S. stocks. Unlike the Fund, indices
are not investments, do not incur fees or expenses and are not professionally
managed. It is not possible to invest directly in indices. The Fund's return is
also compared to the average return of the funds included in the Lipper
Utilities Funds category average (Lipper Average). This Lipper average, which is
calculated by Lipper, Inc. is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.

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

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

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

(BAR CHART)

For period shown in bar chart:
Best quarter: 4(th) quarter 1997, +14.62%
Worst quarter: 1(st) quarter 1994, -8.71%

AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS(2)
<S> <C> <C> <C>
Class A(1) (%) 7.98 19.31 13.11
- - -------------------------------------------------------------------------------
Dow Average (%) (9.27) 9.32 1.89
- - -------------------------------------------------------------------------------
S&P Index (%) 14.53 18.83 12.15
- - -------------------------------------------------------------------------------
Lipper Average (%) 21.03 28.54 18.19
</TABLE>

(1) Because the Class Z shares have not completed a full calendar year the bar
chart and the average annual returns shown is for Class A shares, the
oldest existing fund class.

(2) The Fund changed to its current investment effective March 4, 1992.

<PAGE>
THE FUND

UNDERSTANDING EXPENSES

SALES CHARGES are paid directly by shareholders to Liberty Funds Distributors,
Inc., 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. It uses the following hypothetical
conditions:

- - - $10,000 initial investment

- - - 5% total return for each year

- - - Fund operating expenses remain the same

- - - Assumes reinvestment of all dividends and distributions

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

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

SHAREHOLDER FEES (3) (PAID DIRECTLY FROM YOUR INVESTMENT)
- - -------------------------------------------------------------------------------

<TABLE>
<S> <C>
Maximum sales charge (load) on purchases(%)
(as a percentage of the offering price) 0.00

Maximum deferred sales charge (load) on redemptions(%)
(as a percentage of the lesser of purchase price or redemption price) 0.00

Redemption fee(4)(%)(as a percentage of amount redeemed, if applicable) (4)
</TABLE>

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

<TABLE>
<S> <C>
Management fee(%) 0.646

Distribution and service (12b-1) fees(%) 0.00

Other expenses(%) 0.329

Total annual fund operating expenses(%) 0.964

</TABLE>

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

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1 YEAR 3 YEARS 5 YEARS 10 YEARS

$98 $306 $531 $1,178
</TABLE>

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

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

<PAGE>
YOUR ACCOUNT
- - -------------------------------------------------------------------------------

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

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

OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR BUYING SHARES:
- - -------------------------------------------------------------------------------

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

By check For new accounts, send a completed application and check made payable
(new account) 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 investment
(existing account) 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 or your financial advisor may acquire shares by exchanging shares you
own in one fund for shares of the same class or Class A of the Fund at no
additional cost. There may be an additional charge if exchanging from a money
market fund. To exchange by telephone, call 1-800-422-3737.

By wire You may purchase shares by wiring money from your bank account to your fund
account. To wire funds to your fund account, call 1-800-422-3737 to obtain a
control number and the wiring instructions.

By electronic funds You may purchase shares by electronically transferring money from your
transfer bank account to your fund account by calling 1-800-422-3737. Electronic
funds transfers may take up to two business days to settle and be considered in
"good form." 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 from your
investment plan bank account to your fund account. You can select a pre-authorized
amount to be sent via electronic funds transfer. Be sure to complete the
appropriate section of the application for this feature.

By dividend You may automatically invest dividends distributed by one fund into the
diversification same class of shares of the Fund at no additional sales charge. To
invest your dividends in another fund, call 1-800-345-6611.
</TABLE>

<PAGE>
YOUR ACCOUNT

CHOOSING A SHARE CLASS

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

The Fund also offers three additional classes of shares -- Class A, B and C
shares are available through a separate prospectus. Each share class has its own
sales charge and expense structure. Determining which share class is best for
you depends on the dollar amount you are investing and the number of years for
which you are willing to invest. Based on your personal situation, your
investment advisor can help you decide which class of shares makes the most
sense for you. In general, anyone who is eligible to purchase Class Z shares,
which do not incur Rule 12b-1 fees or sales charges, should do so in preference
over other classes.

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

Your purchases of Class Z shares generally are at net asset value, which is the
value of a Fund share excluding any sales charge. Class Z shares are not subject
to an initial sales charge when purchased, or a contingent deferred sales charge
when sold.

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

You may exchange your shares for shares of the same share class of another fund
or Class A shares of another fund distributed by Liberty Funds Distributor, Inc.
at net asset value. 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" also means (i) your letter has complete instructions, the proper
signatures and signature guarantees and (ii) any other required documents are
attached. For additional documents required for sales by corporations, agents,
fiduciaries and surviving joint owners, please call 1-800-345-6611. Retirement
plan accounts have special requirements; please call 1-800-799-7526 for more
information.

The Fund will generally send proceeds from the sale to you within seven days
(usually on the next business day after your request is received in "good
form"). However, if you purchased your shares by check, the Fund may delay the
sale of your shares for up to 15 days after your initial purchase to protect
against checks that are returned. No interest will be paid on uncashed
redemption checks.

<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 firm must receive your request prior to the
close of the NYSE, usually 4:00 p.m. Eastern time.

By exchange You or your financial advisor may sell shares by
exchanging from the Fund into Class Z shares or Class A
shares of another fund at no additional cost. To exchange
by telephone, call 1-800-422-3737.

By telephone You or your financial advisor may sell shares by
telephone and request that a check be sent to your
address of record by calling 1-800-422-3737, unless you
have notified the Fund of an address change within the
previous 30 days. The dollar limit for telephone sales
is $100,000 in a 30-day period. You do not need to set
up this feature in advance of your call. Certain
restrictions apply to retirement accounts. For details,
call 1-800-345-6611.

By mail You may send a signed letter of instruction or stock
power form to the address below. In your letter of
instruction, note the 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 owners. For details, call
1-800-345-6611. Mail your letter of instruction to
Liberty Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.

By electronic You may sell shares and request that the proceeds be
funds transfer electronically transferred to your bank. Proceeds may
take up to two business days to be received by your
bank. You must set up this feature prior to your
request. Be sure to complete the appropriate section of
the account application for this feature.
</TABLE>

<PAGE>
YOUR ACCOUNT

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

HOW THE FUND'S SHARE PRICE IS DETERMINED The price of the Fund's Class Z shares
is based on its net asset value (NAV). The NAV is determined at the close of
regular trading on 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 the distributor. In most cases,
in order to receive that day's price, the distributor must receive your order
before that day's transactions are processed. If you request a transaction
through your financial advisor's firm, the firm must receive your order by the
close of trading on the NYSE to receive that day's price.

The Fund determines its NAV for its Class Z shares by dividing total net assets
attributable to Class Z shares by the number of Class Z shares outstanding. In
determining the NAV, the Fund must determine the price of each security in its
portfolio at the close of each trading day. Because the Fund holds securities
that are traded on foreign exchanges, the value of the Fund's securities may
change on days when shareholders will not be able to buy or sell Fund shares.
This will affect the Fund's NAV on the day it is next determined. Securities for
which market quotations are available are valued each day at the current market
value. However, where market quotations are unavailable, or when the advisor
believes that subsequent events have made them unreliable, the Fund may use
other data to determine the fair value of the securities.

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

<PAGE>
YOUR ACCOUNT

UNDERSTANDING FUND
DISTRIBUTIONS

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

TYPES OF DISTRIBUTIONS
- - -------------------------------------------------------------------------------

<TABLE>
<S> <C>
Dividend Represents interest and dividends earned from securities
held by the Fund.

Capital gains Represents net long-term capital gains on sales of
securities held for more than 12 months and net
short-term capital gains, which are gains on sales of
securities held for a 12-month period or less.
</TABLE>

DISTRIBUTION OPTIONS The Fund distributes dividends quarterly and any capital
gains (including short-term capital gains) at least annually. You can choose one
of the options listed in the table below for these distributions when you open
your account.(5) 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 (see options below) and reinvest capital gains(6)
- - -------------------------------------------------------------------------------

Receive all distributions in cash (with one of the following options):(6)

- send the check to your address of record

- send the check to a third party address

- transfer the money to your bank via electronic funds transfer

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

(5) 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.

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

<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 February
29, 2000, Colonial managed over $15.6 billion in assets.

Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe & Farnham Incorporated (Stein Roe). Colonial is part of a larger business
unit that includes several separate legal entities known as Liberty Funds Group
LLC (LFG). The LFG business unit and Stein Roe are managed by a single
management team. Stein Roe, Colonial and the other LFG entities also share
personnel, facilities and systems that may be used in providing administrative
or operational services to the Fund. Stein Roe is a registered investment
advisor. Colonial, the other entities that make up LFG and Stein Roe are
subsidiaries of Liberty Financial Companies, Inc.

For the 1999 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.64% of average daily net assets of the Fund.

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

Scott Schermerhorn, a senior vice president of Colonial has managed the Fund
since January, 2000. Mr. Schermerhorn has managed various other funds for
Colonial since October, 1998. Prior to joining Colonial Mr. Schermerhorn was the
head of the value team at Federated Investors from May, 1996 to October, 1998
where he managed the American Leader Fund, Federated Stock Trust, Federated
Stock and Bond Fund as well as other institutional accounts. From February, 1990
to May, 1996, Mr. Schermerhorn was a member of the growth and income team at J&W
Seligman.

<PAGE>
MANAGING THE FUND

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

The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund for the period from
January 29, 1999 to November 30, 1999. Certain information reflects financial
results for a single Fund share. The total returns in the table represent the
rate that you would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has been
derived from the Fund's financial statements which have been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report, along with
the Fund's financial statements, is included in the Fund's annual report. You
can request a free annual report by calling 1-800-426-3750.

THE FUND
- - -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Period ended
November 30,
1999

Class Z(a)
<S> <C>
Net asset value --
Beginning of period ($) 21.500

INCOME FROM INVESTMENT OPERATIONS ($):

Net investment income 0.369
Net realized and unrealized gain 1.301

Total from Investment Operations 1.670

LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS ($):

From net investment income (0.300)
Total Distributions Declared to Shareholders (0.300)

Net asset value --
End of period ($) 22.870
Total return (b)(c) (%) 7.82

RATIOS TO AVERAGE NET ASSETS (%):

Expenses (d)(e) 0.97

Net investment income (d)(e) 1.99

Portfolio turnover (%) 28

Net assets at end of
period (in millions) ($) 1
</TABLE>

(a) Class Z shares were initially offered on January 29, 1999. Per share amounts
reflect activity from that date.

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

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

(e) Annualized.

<PAGE>
NOTES
- - -------------------------------------------------------------------------------

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

<PAGE>
NOTES

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

<PAGE>
NOTES

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

<PAGE>
FOR MORE INFORMATION
- - -------------------------------------------------------------------------------

You can get free copies of reports and the Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the E-mail address [email protected] or by writing or
calling the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102

Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.

INVESTMENT COMPANY ACT FILE NUMBER:

Liberty Funds Trust IV (formerly Colonial Trust IV): 811-2865

- - - Colonial Utilities Fund

[LIBERTY FUNDS LOGO]

Liberty Funds Distributor, Inc.(c)2000
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
www.libertyfunds.com

759-01/807A-0300

<PAGE>
LIBERTY FUNDS 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 Location or
Item Number of Form N-1A Caption

PART B

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

<PAGE>

COLONIAL TAX-EXEMPT FUND
COLONIAL TAX-EXEMPT INSURED FUND
COLONIAL INTERMEDIATE TAX-EXEMPT FUND
A SERIES OF LIBERTY FUNDS TRUST IV
STATEMENT OF ADDITIONAL INFORMATION
APRIL 1, 2000

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 April 1, 2000. This SAI should be read
together with the Prospectus and the Funds' most recent Annual Report dated
November 30, 1999. Investors may obtain a free copy of the Prospectus and Annual
Report from Liberty Funds Distributor, Inc. (LFD), One Financial Center, Boston,
MA 02111-2621. The financial statements and Report of Independent Accountants
appearing in each Fund's November 30, 1999 Annual Report are incorporated into
this SAI by reference.

Part 1 of this SAI contains specific information about the Funds. Part 2
includes information about the funds distributed by LFD 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 b
Organization and History b
Investment Objectives and Policies b
Fundamental Investment Policies c
Other Investment Policies c
Fund Charges and Expenses c
Investment Performance k
Custodian m
Independent Accountants m
</TABLE>

<TABLE>
<CAPTION>
PART 2
<S> <C>
Miscellaneous Investment Practices 1
Taxes 11
Management of the Funds 14
Determination of Net Asset Value 19
How to Buy Shares 20
Special Purchase Programs/Investor Services 21
Programs for Reducing or Eliminating Sales Charges 22
How to Sell Shares 24
Distributions 26
How to Exchange Shares 26
Suspension of Redemptions 27
Shareholder Liability 27
Shareholder Meetings 27
Performance Measures 27
Appendix I 29
Appendix II 34
</TABLE>

TEF-16/803A-0300

<PAGE>
PART 1

COLONIAL TAX-EXEMPT FUND
COLONIAL TAX-EXEMPT INSURED FUND
COLONIAL INTERMEDIATE TAX-EXEMPT FUND
STATEMENT OF ADDITIONAL INFORMATION
APRIL 1, 2000

DEFINITIONS

"Trust" Liberty Funds 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
"LFD" Liberty Funds Distributor, Inc., the Funds'
distributor
"LFS" Liberty Funds Services, Inc., the Funds'
investor services and transfer agent

ORGANIZATION AND HISTORY

The Trust is a Massachusetts business trust organized in 1978. Each Fund, each a
diversified series of the Trust, represents the entire interest in a separate
series of the Trust. The Tax-Exempt Fund commenced investment operations on
October 1, 1984, the Insured Fund commenced investment operations on November
20, 1985 and Intermediate Fund commenced investment operations on February 3,
1993.

The Trust is not required to hold annual shareholder meetings, but special
meetings may be called for certain purposes. Shareholders receive one vote for
each Fund share. Shares of the Fund and any other series of the Trust that may
be in existence from time to time generally vote together except when required
by law to vote separately by fund or by class. Shareholders owning in the
aggregate ten percent of Trust shares may call meetings to consider removal of
Trustees. Under certain circumstances, the Trust will provide information to
assist shareholders in calling such a meeting. See Part 2 of this SAI for more
information.

Effective April 1, 1999, the Trust changed its name from Colonial Trust IV to
its current name.

INVESTMENT OBJECTIVES AND POLICIES

The Prospectus describes the Funds' investment goals 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 may be utilized by each Fund:

Short-Term Trading
Zero Coupon Securities
Lower Rated Bonds (Tax-Exempt Fund)
Forward Commitments
When Issued Securities
Municipal Leases
Asset Backed Securities
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.

<PAGE>
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. Not issue senior securities except as provided in paragraph 1 above and
to the extent permitted by the 1940 Act;

5. Underwrite securities issued by others only when disposing of portfolio
securities;

7. Not concentrate more than 25% of its total assets in any one industry,
or with respect to 75% of total assets purchase any security (other
than obligations of the U.S. government and cash items including
receivables) if as a result more than 5% of its total assets would then
be invested in securities of a single issuer, or purchase 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

8. 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:

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

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;
2. Have a short securities position, unless a Fund owns, or owns rights
(exercisable without payment) to acquire, an equal amount of such
securities; and
3. Invest more than 15% of its net assets in illiquid assets.

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 Funds.

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 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>
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.

<PAGE>
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>
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).

Under the Funds' transfer agency and shareholder servicing agreement, each Fund
pays LFS a monthly fee at the annual rate of 0.13% of average daily net assets,
plus certain out-of-pocket expenses.

Under the Funds' pricing and bookkeeping agreement, each Fund pays the Advisor a
monthly fee of $2,250 plus the following percentages of each Fund's average
daily net assets over $50 million:

0.035% on the next $950 million
0.025% on the next $1 billion
0.015% on the next $1 billion
0.001% on the excess of over $3 billion

RECENT FEES PAID TO THE ADVISOR, LFD AND LFS (dollars in thousands)

<TABLE>
<CAPTION>
TAX-EXEMPT FUND
Years ended November 30,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Management fee $ 13,501 $ 14,521 $ 15,212
Bookkeeping fee 704 740 758
Shareholder service and transfer agent fee 4,152 4,222 4,747
12b-1 fees:
Service fee (Classes A, B and C)(a) 6,546 7,177 7,576
Distribution fee (Class B) 2,437 2,752 2,984
Distribution fee (Class C)(a) 33 6 (b)
Fees waived by the Distributor (Class C)(a) (7) (1) --
</TABLE>

<TABLE>
<CAPTION>
INSURED FUND
Years ended November 30,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Management fee $ 1,097 $ 1,204 $ 1,294
Bookkeeping fee 77 85 91
Shareholder service and transfer agent fee 298 325 368
12b-1 fees:
Service fee (Classes A, B and C)(a) 483 537 579
Distribution fee (Class B) 279 284 309
Distribution fee (Class C)(a) 7 2 (b)
Fees waived by the Distributor (Class C)(a) (3) (1) --
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
INTERMEDIATE FUND
Years ended November 30,
1999 1998 1997
<S> <C> <C> <C>
Management fee $ 133 $ 121 $ 123
Bookkeeping fee 27 27 27
Shareholder services and transfer agent fee 36 34 37
12b-1 fees:
Service fee (Classes A, B and C)(a) 48 44 44
Distribution fee (Class B) 63 64 75
Distribution fee (Class C)(a) 8 3 (b)
Fees and expenses waived or
borne by the Advisor (167) (125) (188)
Fees waived by the Distributor (Class C)(a) (6) (2) --
</TABLE>

(a) Class C shares were first offered on August 1, 1997.

BROKERAGE COMMISSIONS (dollars in thousands)

<TABLE>
<CAPTION>
TAX-EXEMPT FUND
Years ended November 30,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Total Commissions $113 $56 $155
</TABLE>

<TABLE>
<CAPTION>
INSURED FUND
Years ended November 30,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Total commissions $2 $2 $12
</TABLE>

<TABLE>
<CAPTION>
INTERMEDIATE FUND
Years ended November 30,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Total commissions $1 (b) $12
</TABLE>

(b) Rounds to less than one.

TRUSTEES AND TRUSTEES' FEES

For the fiscal year ended November 30, 1999 and the calendar year ended December
31, 1999, the Trustees received the following compensation for serving as
Trustees (c):

<TABLE>
<CAPTION>
Aggregate
Compensation Aggregate Aggregate Total Compensation from
from Tax-Exempt Compensation Compensation the Fund Complex Paid
Fund for the Fiscal from Insured Fund for from Intermediate Fund to the Trustees for the
Year Ended the Fiscal Year Ended for the Fiscal Year Ended Calendar Year Ended
Trustee November 30, 1999 November 30, 1999 November 30, 1999 December 31, 1999(d)
- - ------- ----------------- ----------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Robert J. Birnbaum(e) $10,077 $1,084 $630 $ 97,000
Tom Bleasdale 10,598 (f) 1,312 (g) 662 (h) 103,000 (i)
John V. Carberry(j) N/A N/A N/A N/A
Lora S. Collins 9,974 1,235 623 96,000
James E. Grinnell 10,396 1,287 649 100,000
Richard W. Lowry 10,109 1,247 630 97,000
Salvatore Macera 9,985 1,241 629 95,000
William E. Mayer 10,048 1,244 628 101,000
James L. Moody, Jr. 9,384 (k) 1,160 (l) 585 (m) 91,000 (n)
John J. Neuhauser 10,504 1,304 660 101,252
Thomas E. Stitzel 9,985 1,241 629 95,000
Robert L. Sullivan 10,531 1,334 691 104,100
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C> <C> <C>
Anne-Lee Verville 9,869 (o) 1,222 (p) 617 (q) 96,000 (r)
</TABLE>

(d) At December 31, 1999, the complex consisted of 51 open-end and 8
closed-end management investment portfolios in the Liberty Funds Group
- Boston (Liberty Funds) and 12 open-end management investment
portfolios in the Liberty Variable Investment Trust (LVIT) (together,
the Fund Complex).

(e) Retired as Trustee of the Trust on December 31, 1999.

(f) Includes $5,487 payable in later years as deferred compensation.

(g) Includes $675 payable in later years as deferred compensation.

(h) Includes $338 payable in later years as deferred compensation.

(i) Includes $52,000 payable in later years as deferred compensation.

(j) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial Companies, Inc. (Liberty Financial).

(k) Total compensation of $9,384 for the fiscal year ended November 30,
1999, will be payable in later years as deferred compensation.

(l) Total compensation of $1,160 for the fiscal year ended November 30,
1999, will be payable in later years as deferred compensation.

(m) Total compensation of $585 for the fiscal year ended November 30, 1999,
will be payable in later years as deferred compensation.

(n) Total compensation of $91,000 for the calendar year ended December 31,
1999 will be payable in later years as deferred compensation.

(o) Total compensation of $9,869 for the fiscal year ended November 30,
1999, will be payable in later years as deferred compensation.

(p) Total compensation of $1,222 for the fiscal year ended November 30,
1999, will be payable in later years as deferred compensation.

(q) Total compensation of $617 for the fiscal year ended November 30, 1999,
will be payable in later years as deferred compensation.

(r) Total compensation of $96,000 for the calendar year ended December 31,
1999, will be payable in later years as deferred compensation.

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

<TABLE>
<CAPTION>
Total Compensation From Liberty All-Star Funds
Trustee For The Calendar Year Ended December 31, 1999(s)
- - ------- ------------------------------------------------
<S> <C>
Robert J. Birnbaum (t) $25,000
John V. Carberry (t)(u) N/A
James E. Grinnell (t) 25,000
Richard W. Lowry (t) 25,000
William E. Mayer (t) 25,000
John J. Neuhauser (t) 25,000
</TABLE>

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

(t) Elected by the sole Trustee of Liberty Funds Trust IX on December 17,
1998.

(u) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.

<PAGE>

OWNERSHIP OF THE FUND

As of record on February 29, 2000, the officers and Trustees of the Trust owned
less than 1% of the then outstanding shares of the Funds.

As of record on February 29, 2000, the following shareholders owned of record 5%
or more of one or more of each of the 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 2nd Floor,
Jacksonville, FL 32246, owned 6.33%.

Class C shares:

Terry Collins & Rosemary Collins JTWROS, 306 Jester Ct, Petaluma, CA 94954,
owned 47.37%.

INSURED FUND

Class B shares

Merrill Lynch, Pierce, Fenner & Smith, Inc., For the Sole Benefit of its
Customers, Attn: Fund Administration #97715, 4800 Deer Lake Dr. East 2nd Floor,
Jacksonville, FL 32246, owned 6.52%

Class C shares:

George and Alicia Grodentzik JTWROS, 29 Fieldstone Ct., New City, NY 10956-6855,
owned 6.04%.

Joseph P. Connelly, 560 Blanning Drive, Dallas, TX 75218, owned 5.07%.

Francis E. Torr and Florence J. Torr Trustees, Torr Family Trust, 1 Bear Creek
Road, Novato, CA 94947, owned 23.97%.

Don C. Fisher Trustee, Don C. Fisher Living Trust, P.O. Box 701, Jackson, WY
83001, owned 12.66%.

INTERMEDIATE FUND

Class A shares:

Merrill Lynch, Pierce, Fenner & Smith, Inc., For the Sole Benefit of its
Customers, Attn: Fund Administration #97AX9, 4800 Deer Lake Dr. East 2nd Floor,
Jacksonville, FL 32246, owned 14.93%.

Class B shares:

Merrill Lynch, Pierce, Fenner & Smith, Inc., For the Sole Benefit of its
Customers, Attn: Fund Administration #97AX9, 4800 Deer Lake Drive East, 2nd
Floor, Jacksonville, FL 32216, owned 5.95%.

Class C shares:

Merrill Lynch, Pierce, Fenner & Smith, Inc., For the Sole Benefit of its
Customers, Attn: Fund Administration #97AX9, 4800 Deer Lake Dr. East 2nd Floor,
Jacksonville, FL 32246, owned 38.63%.

<PAGE>

Donald I. Coggins, Trustee, Donald I. Coggins Trust, P.O. Box 544, Wilmington,
VT 05363-0544, owned 5.30%.

Eleanor B. Coggins, Trustee, Eleanor B. Coggins Trust, P.O. Box 544, Wilmington,
VT 05363-0544, owned 6.62%.

As of record on February 29, 2000, there were the following number of record
holders of each Fund:

<TABLE>
<CAPTION>
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Tax-Exempt Fund 49,261 7,559 58
Insured Fund 3,434 791 15
Intermediate Fund 277 240 27
</TABLE>

SALES CHARGES (dollars in thousands)

<TABLE>
<CAPTION>
TAX-EXEMPT FUND
Class A Shares
Years ended November 30,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges on Fund share sales $1,958 $1,202 $1,180
Initial sales charges retained by LFD 150 150 144
Aggregate contingent deferred sales charge (CDSC on
Fund redemptions retained by LFD 1
</TABLE>

<TABLE>
<CAPTION>
INSURED FUND
Class A Shares
Years ended November 30,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges on Fund share sales $170 $131 $88
Initial sales charges retained by LFD 13 16 11
</TABLE>

<TABLE>
<CAPTION>
INTERMEDIATE FUND
Class A Shares
Years ended November 30,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges on Fund share sales $21 $21 $6
Initial sales charges retained by LFD 1 2 (v)
Aggregate CDSC on Fund redemptions retained by LFD 2 0 0
</TABLE>

<TABLE>
<CAPTION>
TAX-EXEMPT FUND
Class B Shares
Years ended November 30,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $335 $595 $1,116
</TABLE>

<TABLE>
<CAPTION>
INSURED FUND
Class B Shares
Years ended November 30,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $77 $70 $126
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
INTERMEDIATE FUND
Class B Shares
Years ended November 30,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $2 $5 $31
</TABLE>

<TABLE>
<CAPTION>
TAX-EXEMPT FUND
Class C Shares (u)
Years ended November 30,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $3 $2 ---
</TABLE>

<TABLE>
<CAPTION>
INSURED FUND
Class C Shares(u)
Years ended November 30,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $1 $1 ---
</TABLE>

<TABLE>
<CAPTION>
INTERMEDIATE FUND
Class C Shares(u)
Years ended November 30,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD (v) (v) ---
</TABLE>

(u) Class C shares were initially offered on August 1, 1997.

(v) Rounds to less than one.

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 LFD 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 LFD 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
LFD 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. LFD may use the entire amount of such fees to defray the costs
of commissions and service fees paid to financial service firms (FSFs) and for
certain other purposes. Since the distribution and service fees are payable
regardless of the amount of LFD's expenses, LFD may in some cases realize a
profit from the fees. The Plan authorizes any other payments by the Funds to LFD
and its affiliates (including the Advisor) to the extent that such payments
might be construed to be indirect financing of the distribution of the Funds'
shares.

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 a certain number of years after purchase
depending on the program you purchased your shares under. 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

<PAGE>
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.

A certain number of years, depending on the program you purchased your shares
under, 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. See the prospectus
for a description of the different programs.

SALES-RELATED EXPENSES (dollars in thousands) of LFD relating to each Fund were:

<TABLE>
<CAPTION>
TAX-EXEMPT FUND
Year ended November 30, 1999
----------------------------
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Fees to FSFs $5,605 $1,254 $45
Cost of sales material relating to the Fund
(including printing and mailing expenses) 200 43 16
Allocated travel, entertainment and other
promotional expenses (including advertising) 194 40 11
</TABLE>

<TABLE>
<CAPTION>
INSURED FUND
Year ended November 30, 1999
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Fees to FSFs $380 $295 $4
Cost of sales material relating to the Fund
(including printing and mailing expenses) 11 19 2
Allocated travel, entertainment and other
promotional expenses (including advertising) 9 15 1
</TABLE>

<TABLE>
<CAPTION>
INTERMEDIATE FUND
Year ended November 30, 1999
----------------------------
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Fees to FSFs $33 $44 $12
Cost of sales material relating to the Fund
(including printing and mailing expenses) 12 3 5
Allocated travel, entertainment and other
promotional expenses (including advertising) 9 3 3
</TABLE>

INVESTMENT PERFORMANCE

The Funds' 30 day yields on November 30, 1999 were:

<TABLE>
<CAPTION>
TAX-EXEMPT FUND
November 30, 1999
-----------------
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Yield 4.78% 4.26% 4.41%
Tax-equivalent Yield 7.91% 7.05% 7.30%
</TABLE>

<TABLE>
<CAPTION>
INSURED FUND
November 30, 1999
-----------------
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Yield 4.20% 3.65% 3.95%
Tax-equivalent Yield 6.95% 6.04% 6.54%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
INTERMEDIATE FUND
November 30, 1999
-----------------
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Yield 7.18% 3.66% 4.12%
Tax-equivalent Yield 6.92% 6.06% 6.82%
</TABLE>

Each Fund's Class A and Class B share average annual total returns at November
30, 1999 were:

<TABLE>
<CAPTION>
TAX-EXEMPT FUND
Class A Shares
--------------
1 year 5 years 10 years
------ ------- --------
<S> <C> <C> <C>
With sales charge of 4.75% (8.43)% 5.77% 5.69%
Without sales charge (3.87)% 6.81% 6.20%
</TABLE>

<TABLE>
<CAPTION>
INSURED FUND
Class A Shares
--------------
1 year 5 years 10 years
------ ------- --------
<S> <C> <C> <C>
With sales charge of 4.75% (7.49)% 5.56% 5.54%
Without sales charge (2.87)% 6.59% 6.05%
</TABLE>

<TABLE>
<CAPTION>
INTERMEDIATE FUND
Class A Shares
--------------
February 1, 1993
(commencement of investment operations)
1 Year 5 Years through November 30, 1999
------ ------- -------------------------
<S> <C> <C> <C>
With sales charge of 3.25%(w) (3.57%)% 5.72% 4.88%
Without sales charge(w) (0.33%)% 6.42% 5.39%
</TABLE>

<TABLE>
<CAPTION>
TAX-EXEMPT FUND
Class B Shares
--------------

1 year 5 years 10 Years (x)
------ ------- ------------
<S> <C> <C> <C>
With applicable CDSC (9.08%) (5.00% CDSC) 5.69% (2.00% CDSC) 5.60% (No CDSC)
Without CDSC (4.59%)% 6.01% 5.60%
</TABLE>

<TABLE>
<CAPTION>
INSURED FUND
Class B Shares
--------------

1 year 5 years 10 Years (x)
------ ------- ------------
<S> <C> <C> <C>
With applicable CDSC (8.19%) (5.00% CDSC) 5.48% (2.00% CDSC) 5.45% (No CDSC)
Without CDSC (3.60%)% 5.80% 5.45%
</TABLE>

<TABLE>
<CAPTION>
INTERMEDIATE FUND
Class B Shares
--------------
February 1, 1993
<S> <C> <C> <C>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
(commencement of investment operations)
1 Year 5 Years through November 30, 1999
------ ------- -------------------------
<S> <C> <C> <C>
With applicable CDSC(w) (4.80%) (4.00% CDSC) 5.73% (No CDSC) 4.71% (No CDSC)
Without CDSC(w) (0.98%) 5.73% 4.71%
</TABLE>

Each Fund's Class C share total returns at November 30, 1999 were:

<TABLE>
<CAPTION>
TAX-EXEMPT FUND
Class C Shares(w)
-----------------

1 Year 5 Years(x) 10 Years(x)
------ ---------- -----------
<S> <C> <C> <C>
With applicable CDSC (5.34%) (1.00% CDSC) 6.51%(No CDSC) 6.05%(No CDSC)
Without CDSC (4.45%) 6.51% 6.05%
</TABLE>

<TABLE>
<CAPTION>
INSURED FUND
Class C Shares(w)
-----------------

1 Year 5 Years(x) 10 Years(x)
------ ---------- -----------
<S> <C> <C> <C>
With applicable CDSC (4.23%) (1.00% CDSC) 6.37%(No CDSC) 5.94%(No CDSC)
Without CDSC (3.31%) 6.37% 5.94%
</TABLE>

<TABLE>
<CAPTION>
INTERMEDIATE FUND
Class C Shares(w)
-----------------

February 1, 1993
(commencement of investment operations)
1 Year 5 Years (x) Through November 30, 1999 (x)
------ ------- -------------------------
<S> <C> <C> <C>
With applicable CDSC (1.49%) (1.00% CDSC) 5.95%(No CDSC) 4.87%(No CDSC)
Without CDSC (0.54%) 5.95% 4.87%
</TABLE>

(w) Performance results reflect any voluntary waiver or reimbursement by
the Advisor and/or its affiliates of class expenses. Absent this waiver
or reimbursement arrangement, performance results would have been
lower. See the prospectus for details.

(x) Tax-Exempt and Insured Funds' Class B and Class C shares and
Intermediate Fund's Class C shares are newer classes of shares. Their
performance information includes returns of each Fund's Class A shares
(the oldest existing fund class) for periods prior to the inception of
the newer classes of shares. The Class A share returns are not restated
to reflect any differences in expenses (such as Rule 12b-1 fees)
between Class A shares and the newer classes of shares. If differences
in expenses were reflected, the returns for periods prior to the
inception of the newer classes of shares would be lower. For the
Tax-Exempt Fund Class A shares were initially offered on October 4,
1978, Class B shares were initially offered on May 5, 1992, and Class C
shares were initially offered on August 1, 1997. For the Insured Fund
Class A shares were initially offered on November 20, 1985, Class B
shares were initially offered on May 5, 1992, and Class C shares were
initially offered on August 1, 1997. For the Intermediate Fund Class A
and Class B shares were initially offered on February 1, 1993 and Class
C shares were initially offered on August 1, 1997.

<PAGE>

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

CUSTODIAN
The Chase Manhattan Bank, located at 270 Park Avenue, New York, NY 10017-2070,
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, located at 160 Federal Street, Boston, MA
02110-2624, are the Funds' independent accountants providing audit and tax
return preparation services and assistance and consultation in connection with
the review of various SEC filings. The financial statements incorporated by
reference in this SAI have been so incorporated, and the financial highlights
included in the Prospectus have been so included, in reliance upon the report of
PricewaterhouseCoopers LLP given on the authority of said firm as experts in
accounting and auditing.

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

PART 2

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

MISCELLANEOUS INVESTMENT PRACTICES

PART 1 OF THIS SAI LISTS ON PAGE b WHICH OF THE FOLLOWING INVESTMENT PRACTICES
ARE AVAILABLE TO YOUR FUND. IF AN INVESTMENT PRACTICE IS NOT LISTED IN PART 1 OF
THIS SAI, IT IS NOT APPLICABLE TO YOUR FUND.

SHORT-TERM TRADING

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

LOWER RATED DEBT SECURITIES

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

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

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

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

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

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

SMALL COMPANIES

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

FOREIGN SECURITIES

The fund may invest in securities traded in markets outside the United States.
Foreign investments can be affected favorably or unfavorably by changes in
currency rates and in exchange control regulations. There may be less publicly
available information about a foreign company than about a U.S. company, and
foreign companies may not be subject to accounting, auditing and financial
reporting standards comparable to those applicable to U.S. companies. Securities
of some foreign companies are less liquid or more volatile than

<PAGE>
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. The PFIC tax is the highest ordinary income rate in effect for any
period multiplied by the portion of the "excess distribution" allocated to such
period, and it could be increased by an interest charge on the deemed tax
deferral.

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

OTHER INVESTMENT COMPANIES

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

ZERO COUPON SECURITIES (ZEROS)

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

STEP COUPON BONDS (STEPS)

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

TENDER OPTION BONDS

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

PAY-IN-KIND (PIK) SECURITIES

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

MONEY MARKET INSTRUMENTS

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.

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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. In addition, the
transaction costs may exceed the return earned by the fund from the transaction.

MORTGAGE-BACKED SECURITIES

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

NON-AGENCY MORTGAGE-BACKED SECURITIES

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

REPURCHASE AGREEMENTS

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

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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 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.

<PAGE>
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

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.

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

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

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

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

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

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

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

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

RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS. Successful use
of futures contracts by the fund is subject to the Advisor's ability to predict
correctly, movements in the direction of interest rates and other factors
affecting securities markets.

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.

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

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

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

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

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

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

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

<PAGE>

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.

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.

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

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

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

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

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

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

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

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

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

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.

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

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

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

MUNICIPAL LEASE OBLIGATIONS

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

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

PARTICIPATION INTERESTS

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

STAND-BY COMMITMENTS

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

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.

<PAGE>
INVERSE FLOATERS

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

RULE 144A SECURITIES

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

TAXES

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

FEDERAL TAXES. The fFund (even if it is a fund in a Trust with multiple series)
is treated as a separate entity for federal income tax purposes under the
Internal Revenue Code of 1986, as amended (the "Code"). The fFund has elected
(or in the case of a new fFund, intends to elect) to be, and intends to qualify
to be treated each year as, a "regulated investment company" under Subchapter M
of the Code by meeting all applicable requirements of Subchapter M, including
requirements as to the nature of the fFund's gross income, the amount of its
distributions (as a percentage of both its overall income and any tax-exempt
income), and the composition of its portfolio assets. As a regulated investment
company, the fFund will not be subject to any federal income or excise taxes on
its net investment income and net realized capital gains that it distributes to
shareholders in accordance with the timing requirements imposed by the Code. The
fFund's foreign-source income, if any, may be subject to foreign withholding
taxes. If the fFund were to fail to qualify as a "regulated investment company"
in any year, it would incur a regular federal corporate income tax on all of its
taxable income, whether or not distributed, and fFund distributions would
generally be taxable as ordinary dividend income to the shareholders.

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

DIVIDENDS RECEIVED DEDUCTIONS. Distributions will qualify for the corporate
dividends received deduction only to the extent that dividends earned by the
fund qualify. Any such dividends are, however, includable in adjusted current
earnings for purposes of computing corporate AMT. The dividends received
deduction for eligible dividends is subject to a holding period requirement.

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

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

FUND DISTRIBUTIONS. Distributions from the fund (other than exempt-interest
dividends, as discussed below) will be taxable to shareholders as ordinary
income to the extent derived from the fund's investment income and net
short-term gains. Distributions of long-

<PAGE>

term capital gains (that is, the excess of net gains from capital assets held
for more than one year over net losses from capital assets held for not more
than one year) will be taxable to shareholders as such, regardless of how long a
shareholder has held shares in the fund. In general, any distributions of
net capital gains will be taxed to shareholders who are individuals at a
maximum rate of 20%.

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

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

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

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

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

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

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.

<PAGE>
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; (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) and (c)
must distribute at least 90% of its ordinary income (inclusive of net
short-term capital gains) earned each year.

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 and its shareholders.

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

FOREIGN CURRENCY-DENOMINATED SECURITIES AND RELATED HEDGING TRANSACTIONS. The
fund's transactions in foreign currencies, foreign currency-denominated debt
securities, certain foreign currency options, futures contracts and forward
contracts (and similar instruments) may give rise to ordinary income or loss to
the extent such income or loss results from fluctuations in the value of the
foreign currency concerned.

If more than 50% of the fund's total assets at the end of its fiscal year are
invested in stock or securities of foreign corporate issuers, the fund may make
an election permitting its shareholders to take a deduction or credit for
federal tax purposes for their portion of certain qualified foreign taxes paid
by the fund. The Advisor will consider the value of the benefit to a typical
shareholder, the cost to the 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.

<PAGE>

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 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, Stein Roe Advisor Tax-Managed Value Fund, Newport Tiger Fund,
Stein Roe Small Cap Asian Tiger Fund, Newport Japan Opportunities Fund, Newport
Greater China Fund, Newport Europe Fund and Newport Asia Pacific Fund - see
Part I of each Fund's respective SAI for a description of the investment
advisor). The Advisor is a subsidiary of Liberty Funds Group LLC (LFG), One
Financial Center, Boston, MA 02111. LFG is an indirect wholly-owned subsidiary
of Liberty Financial Companies, Inc. (Liberty Financial), which in turn is a
direct majority-owned subsidiary of Liberty Corporate Holdings, Inc., which in
turn is a direct wholly-owned subsidiary of LFC Management Corporation, which in
turn is a direct wholly-owned subsidiary of Liberty Mutual Equity Corporation,
which in turn is a direct wholly-owned subsidiary of Liberty Mutual Insurance
Company (Liberty Mutual). Liberty Mutual is an underwriter of workers'
compensation insurance and a property and casualty insurer in the United States.
Liberty Financial's address is 600 Atlantic Avenue, Boston, MA 02210. Liberty
Mutual's address is 175 Berkeley Street, Boston, MA 02117.

TRUSTEES AND OFFICERS (THIS SECTION APPLIES TO ALL OF THE FUNDS)

<TABLE>
<CAPTION>
Name and Address Age Position with Fund Principal Occupation During Past Five Years
- - ---------------- --- ------------------ -------------------- ----------------------
<S> <C> <C> <C>
Tom Bleasdale 69 Trustee Retired (formerly Chairman of the Board and Chief
102 Clubhouse Drive #275 Executive Officer, Shore Bank & Trust Company from
Naples, Florida 34105 1992 to 1993); Director of Lemeire Co.

John V. Carberry * 52 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 64 Trustee Attorney (formerly Attorney, Kramer, Levin, Naftalis &
1175 Hill Road Frankel from September, 1986 to November, 1996).
Southold, NY 11971

James E. Grinnell 70 Trustee Private Investor since November, 1988.
22 Harbor Avenue
Marblehead, MA 01945

Richard W. Lowry 63 Trustee Private Investor since August, 1987.
10701 Charleston Drive
Vero Beach, FL 32963

Salvatore Macera 68 Trustee Private Investor (formerly Executive Vice President and Director
26 Little Neck Lane Itek Corporation (electronics) from 1975 to 1981).
New Seabury, MA 02649

William E. Mayer* 59 Trustee Partner, Development Capital, LLC (venture capital) (formerly
500 Park Avenue, 5th Floor Dean, College of Business and Management, University of Maryland
New York, NY 10022 from October, 1992 to November, 1996;

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
James L. Moody, Jr. 68 Trustee Retired (formerly Chairman of the Board, Hannaford Bros.
16 Running Tide Road Co. (food retailer) from May, 1984 to May, 1997, and
Cape Elizabeth, ME 04107 Chief Executive Officer, Hannaford Bros. Co. from
May, 1973 to May, 1992).

John J. Neuhauser 56 Trustee Academic Vice President and Dean of Faculties since August, 1999,
84 College Road Boston College (formerly Dean, Boston College School of
Chestnut Hill, MA 02467-3838 Management from September, 1977 to September, 1999).

Thomas E. Stitzel 64 Trustee Business Consultant (formerly Professor of Finance from 1975 to
2208 Tawny Woods Place 1999 and Dean from 1977 to 1991, College of Business, Boise State
Boise, ID 83706 University; Chartered Financial Analyst.

Robert L. Sullivan 72 Trustee Retired (formerly Partner, KPMG Peat Marwick LLP, from July, 1966
45 Sankaty Avenue to June, 1989).
Siasconset, MA 02564

Anne-Lee Verville 54 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 46 President President of the Funds since June, 1998, Chairman of
the Board since July, 1998, Chief Executive Officer and
President since December 1996 and Director, since July
1996 of the Advisor (formerly Executive Vice President
from July, 1996 to December, 1996); Director, Chief
Executive Officer and President of LFG since December,
1998 (formerly Director, Chief Executive Officer and
President of The Colonial Group, Inc. (TCG) from
December, 1996 to December, 1998); Assistant Chairman
of Stein Roe & Farnham Incorporated (SR&F) since
August, 1998 (formerly Managing Director of Marketing
of Putnam Investments, June, 1992 to July, 1996.)

J. Kevin Connaughton 35 Controller and Controller and Chief Accounting Officer of the Funds
Chief Accounting since February, 1998; Vice President of the Advisor
Officer since February, 1998 (formerly Senior Tax Manager,
Coopers & Lybrand, LLP from April, 1996 to
January, 1998; Vice President, 440 Financial
Group/First Data Investor Services Group from
March, 1994 to April, 1996.

Timothy J. Jacoby 47 Treasurer and Treasurer and Chief Financial Officer of the Funds
Chief Financial since October, 1996 (formerly Controller and Chief
Officer Accounting Officer from October, 1997 to February,
1998); Senior Vice President of the Advisor since
September, 1996; Vice President since December, 1998 of LFG
(formerly Chief Financial Officer and Treasurer from
December, 1998 to December, 1999 of LFG; Vice President
and Chief Financial Officer and Treasurer from July, 1997
to December, 1998 of TCG); Senior Vice President of SR&F
since August, 1998 (formerly Senior Vice President,
Fidelity Accounting and Custody Services from September, 1993
to September, 1996 and Assistant Treasurer to the
Fidelity Group of Funds from August, 1990 to
September, 1993).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Nancy L. Conlin 46 Secretary Secretary of the Funds since April, 1998 (formerly
Assistant Secretary from July, 1994 to April, 1998);
Director, Senior Vice President, General Counsel, Clerk
and Secretary of the Advisor since April, 1998
(formerly Vice President, Counsel, Assistant Secretary
and Assistant Clerk from July, 1994 to April, 1998);
Vice President, General Counsel and Secretary of LFG
since December, 1998 (formerly Vice President,
General Counsel and Clerk of TCG from April, 1998 to
December, 1998; (formerly Assistant Clerk from July,
1994 to April, 1998).

Joseph R. Palombo 46 Vice President Vice President of the Funds since April, 1999; Executive Vice
President and Director of the Advisor since April, 1999;
Executive Vice President and Chief Administrative Officer of LFG
since April, 1999 (formerly Chief Operating Officer, Putnam
Mutual Funds from 1994 to 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 receive an annual retainer of $5,000 and Committee chairs
receive $1,000 for each special meeting attended on a day other than a regular
joint meeting day. Committee members receive an annual retainer of $1,000 and
$1,000 for each special meeting attended on a day other than a regular joint
meeting day. Two-thirds of the Trustee fees are allocated among the funds based
on each fund's relative net assets and one-third of the fees are divided equally
among the funds.

The Advisor and/or its affiliate, Colonial Advisory Services, Inc. (CASI), has
rendered investment advisory services to investment company, institutional and
other clients since 1931. The Advisor currently serves as investment advisor or
administrator for 39 open-end and 5 closed-end management investment company
portfolios. Trustees and officers of the Trust, who are also officers of the
Advisor or its affiliates, will benefit from the advisory fees, sales
commissions and agency fees paid or allowed by the Trust. More than 30,000
financial advisors have recommended the funds to over 800,000 clients worldwide,
representing more than $17 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.

<PAGE>

THE MANAGEMENT AGREEMENT (THIS SECTION DOES NOT APPLY TO COLONIAL MONEY MARKET
FUND, COLONIAL MUNICIPAL MONEY MARKET FUND, COLONIAL GLOBAL UTILITIES FUND,
STEIN ROE ADVISOR TAX-MANAGED VALUE FUND, NEWPORT TIGER FUND, NEWPORT JAPAN
OPPORTUNITIES FUND, STEIN ROE SMALL CAP ASIAN TIGER FUND, NEWPORT GREATER CHINA
FUND, NEWPORT EUROPE FUND OR NEWPORT ASIA PACIFIC FUND)

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

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

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

ADMINISTRATION AGREEMENT (THIS SECTION APPLIES ONLY TO COLONIAL MONEY MARKET
FUND, COLONIAL MUNICIPAL MONEY MARKET FUND, COLONIAL GLOBAL UTILITIES FUND,
STEIN ROE ADVISOR TAX-MANAGED VALUE FUND, NEWPORT TIGER FUND, NEWPORT JAPAN
OPPORTUNITIES FUND, STEIN ROE SMALL CAP ASIAN TIGER FUND, NEWPORT GREATER CHINA
FUND, NEWPORT EUROPE FUND AND NEWPORT ASIA PACIFIC FUND AND THEIR RESPECTIVE
TRUSTS).

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

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

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

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

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

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

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

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

(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; and
SR&F Cash Reserves Portfolio in which Colonial Money
Market Fund is invested.

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

<PAGE>
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, Stein Roe Small Cap Asian Tiger Fund, Newport Greater China
Fund, Newport Europe 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, Stein Roe Small Cap Asian Tiger Fund, Newport
Greater China Fund, Newport Europe 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 the Municipal Money
Market Portfolio, provides pricing and bookkeeping services to the Portfolio for
a fee of $25,000 plus 0.0025% annually of average daily net assets of the
Portfolio over $50 million.

PORTFOLIO TRANSACTIONS

THE FOLLOWING SECTIONS ENTITLED "INVESTMENT DECISIONS" AND "BROKERAGE AND
RESEARCH SERVICES" DO NOT APPLY TO COLONIAL MONEY MARKET FUND, COLONIAL
MUNICIPAL MONEY MARKET FUND, STEIN ROE ADVISOR TAX-MANAGED VALUE 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, STEIN ROE SMALL CAP ASIAN TIGER FUND, NEWPORT GREATER CHINA FUND, NEWPORT
EUROPE 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, Stein Roe Advisor Tax-Managed Value
Fund, Newport Tiger Fund, Newport Japan Opportunities Fund, Stein Roe Small Cap
Asian Tiger Fund, Newport Greater China Fund, Newport Europe Fund and Newport
Asia Pacific Fund, each of which is administered by the Advisor. The Advisor's
affiliate, CASI, advises other institutional, corporate, fiduciary and
individual clients for which CASI performs various services. Various officers
and Trustees of the Trust also serve as officers or Trustees of other funds and
the other corporate or fiduciary clients of the Advisor. The funds and clients
advised by the Advisor or the funds administered by the Advisor sometimes invest
in securities in which the fund also invests and sometimes engage in covered
option writing programs and enter into transactions utilizing stock index
options and stock index and financial futures and related options ("other
instruments"). If the fund, such other funds and such other clients desire to
buy or sell the same portfolio securities, options or other instruments at about
the same time, the purchases and sales are normally made as nearly as
practicable on a pro rata basis in proportion to the amounts desired to be
purchased or sold by each. Although in some cases these practices could have a
detrimental effect on the price or volume of the securities, options or other
instruments as far as the Fund is concerned, in most cases it is believed that
these practices should produce better executions. It is the opinion of the
Trustees that the desirability of retaining the Advisor as investment advisor to
the funds outweighs the disadvantages, if any, which might result from these
practices.

The portfolio managers of Colonial Utilities Fund, a series of Liberty Funds
Trust IV (formerly 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.

<PAGE>
It is the Advisor's policy generally to seek best execution, which is to place
the funds' transactions where the funds can obtain the most favorable
combination of price and execution services in particular transactions or
provided on a continuing basis by a broker-dealer, and to deal directly with a
principal market maker in connection with over-the-counter transactions, except
when it is believed that best execution is obtainable elsewhere. In evaluating
the execution services of, including the overall reasonableness of brokerage
commissions paid to, a broker-dealer, consideration is given to, among other
things, the firm's general execution and operational capabilities, and to its
reliability, integrity and financial condition.

Securities transactions of the funds may be executed by broker-dealers who also
provide research services (as defined below) to the Advisor and the funds. The
Advisor may use all, some or none of such research services in providing
investment advisory services to each of its investment company and other
clients, including the fund. To the extent that such services are used by the
Advisor, they tend to reduce the Advisor's expenses. In the Advisor's opinion,
it is impossible to assign an exact dollar value for such services.

The Trustees have authorized the Advisor to cause the Funds to pay a
broker-dealer which provides brokerage and research services to the Advisor an
amount of commission for effecting a securities transaction, including the sale
of an option or a closing purchase transaction, for the funds in excess of the
amount of commission which another broker-dealer would have charged for
effecting that transaction. As provided in Section 28(e) of the Securities
Exchange Act of 1934, "brokerage and research services" include advice as to the
value of securities, the advisability of investing in, purchasing or selling
securities and the availability of securities or purchasers or sellers of
securities; furnishing analyses and reports concerning issues, industries,
securities, economic factors and trends and portfolio strategy and performance
of accounts; and effecting securities transactions and performing functions
incidental thereto (such as clearance and settlement). The Advisor must
determine in good faith that such greater commission is reasonable in relation
to the value of the brokerage and research services provided by the executing
broker-dealer viewed in terms of that particular transaction or the Advisor's
overall responsibilities to the funds and all its other clients.

The Trustees have authorized the Advisor to utilize the services of a clearing
agent with respect to all call options written by funds that write options and
to pay such clearing agent commissions of a fixed amount per share (currently
1.25 cents) on the sale of the underlying security upon the exercise of an
option written by a fund.

The Advisor may use the services of AlphaTrade Inc. (ATI), its registered
broker-dealer and subsidiary of the Advisor, when buying or selling equity
securities for a fund's portfolio pursuant to procedures adopted by the Trustees
and 1940 Act Rule 17e-1. Under the Rule, the Advisor must ensure that
commissions a Fund pays ATI on portfolio transactions are reasonable and fair
compared to commissions received by other broker-dealers in connection with
comparable transactions involving similar securities being bought or sold at
about the same time. The Advisor will report quarterly to the Trustees on all
securities transactions placed through ATI so that the Trustees may consider
whether such trades complied with these procedures and the Rule. ATI employs
electronic trading methods by which it seeks to obtain best price and execution
for the fund, and will use a clearing broker to settle trades.

PRINCIPAL UNDERWRITER

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

INVESTOR SERVICING AND TRANSFER AGENT

LFSI is the Trust's investor servicing agent (transfer, plan and dividend
disbursing agent), for which it receives fees which are paid monthly by the
Trust. The fee paid to LFSI is based on the average daily net assets of each
fund plus reimbursement for 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.

The fund, the Advisor, and LFD have adopted Codes of Ethics pursuant to the
requirements of the Act. These Codes of Ethics permit personnel subject to the
Codes to invest in securities, including securities that may be purchased or
held by the funds.

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,
Independence Day, 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

<PAGE>
value of the Municipal Money Market Portfolio should be determined on any such
day, in which case the determination will be made at 3:00 p.m., Central time.
Debt securities generally are valued by a pricing service which determines
valuations based upon market transactions for normal, institutional-size trading
units of similar securities. However, in circumstances where such prices are not
available or where the Advisor deems it appropriate to do so, an
over-the-counter or exchange bid quotation is used. Securities listed on an
exchange or on NASDAQ are valued at the last sale price. Listed securities for
which there were no sales during the day and unlisted securities are valued at
the last quoted bid price. Options are valued at the last sale price or in the
absence of a sale, the mean between the last quoted bid and offering prices.
Short-term obligations with a maturity of 60 days or less are valued at
amortized cost pursuant to procedures adopted by the Trustees. The values of
foreign securities quoted in foreign currencies are translated into U.S. dollars
at the exchange rate for that day. Portfolio positions for which there are no
such valuations and other assets are valued at fair value as determined by the
Advisor in good faith under the direction of the Trust's Board of Trustees.

Generally, trading in certain securities (such as foreign securities) is
substantially completed each day at various times prior to the close of the
Exchange. Trading on certain foreign securities markets may not take place on
all business days in New York, and trading on some foreign securities markets
takes place on days which are not business days in New York and on which the
fund's NAV is not calculated. The values of these securities used in determining
the NAV are computed as of such times. Also, because of the amount of time
required to collect and process trading information as to large numbers of
securities issues, the values of certain securities (such as convertible bonds,
U.S. government securities, and tax-exempt securities) are determined based on
market quotations collected earlier in the day at the latest practicable time
prior to the close of the Exchange. Occasionally, events affecting the value of
such securities may occur between such times and the close of the Exchange which
will not be reflected in the computation of each fund's NAV. If events
materially affecting the value of such securities occur during such period, then
these securities will be valued at their fair value following procedures
approved by the Trust's Board of Trustees.

(The following two paragraphs are applicable only to Newport Tiger Fund, Newport
Japan Opportunities Fund, Stein Roe Small Cap Asian Fund, Newport Greater China
Fund, Newport Europe Fund and Newport Asia Pacific Fund. " Advisor" in these two
paragraphs refers to each fund's investment advisor, Newport Fund Management,
Inc.)

Trading in securities on stock exchanges and over-the-counter markets in the Far
East is normally completed well before the close of the business day in New
York. Trading on Far Eastern securities markets may not take place on all
business days in New York, and trading on some Far Eastern securities markets
does take place on days which are not business days in New York and on which the
fund's NAV is not calculated.

The calculation of the fund's NAV accordingly may not take place
contemporaneously with the determination of the prices of the fund's portfolio
securities used in such calculations. Events affecting the values of portfolio
securities that occur between the time their prices are determined and the close
of the Exchange (when the fund's NAV is calculated) will not be reflected in the
fund's calculation of NAV unless the Advisor, acting under procedures
established by the Board of Trustees of the Trust, deems that the particular
event would materially affect the fund's NAV, in which case an adjustment will
be made. Assets or liabilities initially expressed in terms of foreign
currencies are translated prior to the next determination of the NAV of the
fund's shares into U.S. dollars at prevailing market rates.

AMORTIZED COST FOR MONEY MARKET FUNDS (THIS SECTION CURRENTLY DOES NOT APPLY TO
COLONIAL MONEY MARKET FUNDS, SEE "AMORTIZED COST FOR MONEY MARKET FUNDS" UNDER
"OTHER INFORMATION CONCERNING THE PORTFOLIO" IN PART 1 OF THE SAI OF COLONIAL
MUNICIPAL MONEY MARKET FUND FOR INFORMATION RELATING TO THE MUNICIPAL MONEY
MARKET PORTFOLIO)

Money market funds generally value their portfolio securities at amortized cost
according to Rule 2a-7 under the 1940 Act.

Portfolio instruments are valued under the amortized cost method, whereby the
instrument is recorded at cost and thereafter amortized to maturity. This method
assures a constant NAV but may result in a yield different from that of the same
portfolio under the market value method. The Trust's Trustees have adopted
procedures intended to stabilize a money market fund's NAV per share at $1.00.
When a money market fund's market value deviates from the amortized cost of
$1.00, and results in a material dilution to existing shareholders, the Trust's
Trustees will take corrective action that may include: realizing gains or
losses; shortening the portfolio's maturity; withholding distributions;
redeeming shares in kind; or converting to the market value method (in which
case the NAV per share may differ from $1.00). All investments will be
determined pursuant to procedures approved by the Trust's Trustees to present
minimal credit risk.

See the Statement of Assets and Liabilities in the shareholder report of the
Colonial Money Market Fund for a specimen price sheet showing the computation of
maximum offering price per share of Class A shares.

HOW TO BUY SHARES

The Prospectus contains a general description of how investors may buy shares of
the fund and tables of charges. This SAI contains additional information which
may be of interest to investors.

<PAGE>
The Fund will accept unconditional orders for shares to be executed at the
public offering price based on the NAV per share next determined after the order
is placed in good order. The public offering price is the NAV plus the
applicable sales charge, if any. In the case of orders for purchase of shares
placed through FSFs, the public offering price will be determined on the day the
order is placed in good order, but only if the FSF receives the order prior to
the time at which shares are valued and transmits it to the fund before the fund
processes that day's transactions. If the FSF fails to transmit before the fund
processes that day's transactions, the customer's entitlement to that day's
closing price must be settled between the customer and the FSF. If the FSF
receives the order after the time at which the fund values its shares, the price
will be based on the NAV determined as of the close of the Exchange on the next
day it is open. If funds for the purchase of shares are sent directly to LFSI,
they will be invested at the public offering price next determined after receipt
in good order. Payment for shares of the Fund must be in U.S. dollars; if made
by check, the check must be drawn on a U.S. bank.

The fund receives the entire NAV of shares sold. For shares subject to an
initial sales charge, LFD's commission is the sales charge shown in the Fund's
Prospectus less any applicable FSF discount. The FSF discount is the same for
all FSFs, except that LFD retains the entire sales charge on any sales made to a
shareholder who does not specify a FSF on the Investment Account Application
("Application"), and except that LFD may from time to time reallow additional
amounts to all or certain FSFs. LFD generally retains some or all any
asset-based sales charge (distribution fee) or contingent deferred sales charge.
Such charges generally reimburse LFD for any up-front and/or ongoing commissions
paid to FSFs.

Checks presented for the purchase of shares of the fund which are returned by
the purchaser's bank or checkwriting privilege checks for which there are
insufficient funds in a shareholder's account to cover redemption will subject
such purchaser or shareholder to a $15 service fee for each check returned.
Checks must be drawn on a U.S. bank and must be payable in U.S. dollars.

LFSI acts as the shareholder's agent whenever it receives instructions to carry
out a transaction on the shareholder's account. Upon receipt of instructions
that shares are to be purchased for a shareholder's account, the designated FSF
will receive the applicable sales commission. Shareholders may change FSFs at
any time by written notice to LFSI, provided the new FSF has a sales agreement
with LFD.

Shares credited to an account are transferable upon written instructions in good
order to LFSI and may be redeemed as described under "How to Sell Shares" in the
Prospectus. Certificates will not be issued for Class A shares unless
specifically requested and no certificates will be issued for Class B, C, T or Z
shares. The Colonial money market funds will not issue certificates.
Shareholders may send any certificates which have been previously acquired to
LFSI for deposit to their account.

LFD may, at its expense, provide special sales incentives (such as cash payments
in addition to the commissions specified in the Fund's SAI) to FSF's that agree
to promote the sale of shares of the Fund or other funds that LFD distributes.
At its discretion, the Distributor may offer special sales incentives only to
selected FSFs or to FSFs who have previously sold or expect to sell significant
amounts of the Fund's shares.

SPECIAL PURCHASE PROGRAMS/INVESTOR SERVICES

The following special purchase programs/investor services may be changed or
eliminated at any time.

AUTOMATIC INVESTMENT PLAN. As a convenience to investors, shares of most funds
advised by Colonial, Newport Fund Management, Inc., Crabbe Huson Group, Inc. and
Stein Roe & Farnham Incorporated may be purchased through the Automatic
Investment Plan. Preauthorized monthly bank drafts or electronic funds transfers
for a fixed amount of at least $50 are used to purchase a fund's shares at the
public offering price next determined after LFD receives the proceeds from the
draft (normally the 5th or the 20th of each month, or the next business day
thereafter). If your Automatic Investment Plan is by electronic funds transfer,
you may request the Automatic Investment Plan for any day. Further information
and application forms are available from FSFs or from LFD.

AUTOMATED DOLLAR COST AVERAGING (Classes A, B and C). The Automated Dollar Cost
Averaging program allows you to exchange $100 or more on a monthly basis from
any mutual fund advised by Colonial, Newport Fund Management, Inc., Crabbe Huson
Group, Inc. and Stein Roe & Farnham Incorporated in which you have a current
balance of at least $5,000 into the same class of shares of up to four other
funds. Complete the Automated Dollar Cost Averaging section of the Application.
The designated amount will be exchanged on the third Tuesday of each month.
There is no charge for exchanges made pursuant to the Automated Dollar Cost
Averaging program. Exchanges will continue so long as your fund balance is
sufficient to complete the transfers. Your normal rights and privileges as a
shareholder remain in full force and effect. Thus you can buy any fund, exchange
between the same Class of shares of funds by written instruction or by telephone
exchange if you have so elected and withdraw amounts from any fund, subject to
the imposition of any applicable CDSC.

<PAGE>
Any additional payments or exchanges into your fund will extend the time of the
Automated Dollar Cost Averaging program.

An exchange is generally a capital sale transaction for federal income tax
purposes.

You may terminate your program, change the amount of the exchange (subject to
the $100 minimum), or change your selection of funds, by telephone or in
writing; if in writing by mailing your instructions to Liberty Funds Services,
Inc. P.O. Box 1722, Boston, MA 02105-1722.

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

LFD offers several plans by which an investor may obtain reduced initial or
contingent deferred sales charges. These plans may be altered or discontinued at
any time. See "Programs For Reducing or Eliminating Sales Charges" for more
information.

TAX-SHELTERED RETIREMENT PLANS. LFD offers prototype tax-qualified plans,
including Individual Retirement Accounts (IRAs), and Pension and Profit-Sharing
Plans for individuals, corporations, employees and the self-employed. The
minimum initial Retirement Plan investment is $25. Investors Bank & Trust
Company is the Trustee of LFD prototype plans and charges a $15 annual fee.
Detailed information concerning these Retirement Plans and copies of the
Retirement Plans are available from LFD.

Participants in non-LFD prototype Retirement Plans (other than IRAs) also are
charged a $10 annual fee unless the plan maintains an omnibus account with LFS.
Participants in LFD prototype Plans (other than IRAs) who liquidate the total
value of their account will also be charged a $15 close-out processing fee
payable to LFS. The fee is in addition to any applicable CDSC. The fee will not
apply if the participant uses the proceeds to open a LFD IRA Rollover account in
any fund, or if the Plan maintains an omnibus account.

Consultation with a competent financial and tax advisor regarding these Plans
and consideration of the suitability of fund shares as an investment under the
Employee Retirement Income Security Act of 1974 or otherwise is recommended.

TELEPHONE ADDRESS CHANGE SERVICES. By calling LFS, 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 LFS for more information
at 1-800-422-3737.

PROGRAMS FOR REDUCING OR ELIMINATING SALES CHARGES

RIGHT OF ACCUMULATION (Class A, Class B 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 LFD. The applicable sales charge is based on
the combined total of:

1. the current purchase; and

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

LFD must be promptly notified of each purchase which entitles a shareholder to a
reduced sales charge. Such reduced sales charge will be applied upon
confirmation of the shareholder's holdings by LFS. A fund may terminate or
amend this Right of Accumulation.

Statement of Intent (Class A and Class T shares only)

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

<PAGE>
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, LFS will hold shares in escrow to secure payment
of the higher sales charge applicable to Class A or T shares actually purchased.
Dividends and capital gains will be paid on all escrowed shares and these shares
will be released when the amount indicated has been purchased. A Statement does
not obligate the investor to buy or a fund to sell the amount of the Statement.

If a shareholder exceeds the amount of the Statement and reaches an amount which
would qualify for a further quantity discount, a retroactive price adjustment
will be made at the time of expiration of the Statement. The resulting
difference in offering price will purchase additional shares for the
shareholder's account at the applicable offering price. As a part of this
adjustment, the FSF shall return to LFD the excess commission previously paid
during the thirteen-month period.

If the amount of the Statement is not purchased, the shareholder shall remit to
LFD an amount equal to the difference between the sales charge paid and the
sales charge that should have been paid. If the shareholder fails within twenty
days after a written request to pay such difference in sales charge, LFS 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 LFS at 1-800-345-6611.

COLONIAL ASSET BUILDER INVESTMENT PROGRAM (THIS SECTION CURRENTLY APPLIES ONLY
TO THE CLASS A SHARES OF COLONIAL SELECT VALUE FUND AND THE COLONIAL FUND, EACH
A SERIES OF LIBERTY FUNDS TRUST III (FORMERLY 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 (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. LFS 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>
<CAPTION>
<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. LFD may
require the FSF to return all applicable commissions paid with respect to a
Program terminated within six months of inception, and thereafter to return
commissions in excess of the FSF discount applicable to shares actually
purchased.

Since the Asset Builder plan involves continuous investment regardless of the
fluctuating prices of funds shares, investors should consult their FSF to
determine whether it is appropriate. The Plan does not assure a profit nor
protect against loss in declining markets.

REINSTATEMENT PRIVILEGE. An investor who has redeemed Class A, B, C or T shares
may, upon request, reinstate within one year a portion or all of the proceeds of
such sale in shares of the same Class of any fund at the NAV next determined
after LFS 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 LFS. Shareholders may exercise this Privilege an unlimited
number of times. Exercise of this privilege does not alter the Federal income
tax

<PAGE>
treatment of any capital gains realized on the prior sale of fund shares, but to
the extent any such shares were sold at a loss, some or all of the loss may be
disallowed for tax purposes. Consult your tax advisor.

PRIVILEGES OF COLONIAL EMPLOYEES OR FINANCIAL SERVICE FIRMS (IN THIS SECTION,
THE "ADVISOR" REFERS TO COLONIAL MANAGEMENT ASSOCIATES, INC. IN ITS CAPACITY AS
THE ADVISOR OR ADMINISTRATOR TO CERTAIN FUNDS). Class A shares of certain funds
may be sold at NAV to the following individuals whether currently employed or
retired: Trustees of funds advised or administered by the Advisor; directors,
officers and employees of the Advisor, LFD and other companies affiliated with
the Advisor; registered representatives and employees of FSFs (including their
affiliates) that are parties to dealer agreements or other sales arrangements
with LFD; and such persons' families and their beneficial accounts.

SPONSORED ARRANGEMENTS. Class A and Class T shares (Class T shares can only be
purchased by the shareholders of Newport Tiger Fund who already own Class T
shares) of certain funds may be purchased at a reduced or no sales charge
pursuant to sponsored arrangements, which include programs under which an
organization makes recommendations to, or permits group solicitation of, its
employees, members or participants in connection with the purchase of shares of
the fund on an individual basis. The amount of the sales charge reduction will
reflect the anticipated reduction in sales expense associated with sponsored
arrangements. The reduction in sales expense, and therefore the reduction in
sales charge, will vary depending on factors such as the size and stability of
the organization's group, the term of the organization's existence and certain
characteristics of the members of its group. The funds reserve the right to
revise the terms of or to suspend or discontinue sales pursuant to sponsored
plans at any time.

Class A and Class T shares (Class T shares can only be purchased by the
shareholders of Newport Tiger Fund who already own Class T shares) of certain
funds may also be purchased at reduced or no sales charge by clients of dealers,
brokers or registered investment advisors that have entered into agreements with
LFD pursuant to which the funds are included as investment options in programs
involving fee-based compensation arrangements, and by participants in certain
retirement plans.

WAIVER OF CONTINGENT DEFERRED SALES CHARGES (CDSCs) (IN THIS SECTION, THE
"ADVISOR" REFERS TO COLONIAL MANAGEMENT ASSOCIATES, INC. IN ITS CAPACITY AS THE
ADVISOR OR ADMINISTRATOR TO CERTAIN FUNDS) (Classes A, B and C) CDSCs may be
waived on redemptions in the following situations with the proper documentation:

1. Death. CDSCs may be waived on redemptions within one year following the
death of (i) the sole shareholder on an individual account, (ii) a
joint tenant where the surviving joint tenant is the deceased's spouse,
or (iii) the beneficiary of a Uniform Gifts to Minors Act (UGMA),
Uniform Transfers to Minors Act (UTMA) or other custodial account. If,
upon the occurrence of one of the foregoing, the account is transferred
to an account registered in the name of the deceased's estate, the CDSC
will be waived on any redemption from the estate account occurring
within one year after the death. If the Class B shares are not redeemed
within one year of the death, they will remain subject to the
applicable CDSC, when redeemed from the transferee's account. If the
account is transferred to a new registration and then a redemption is
requested, the applicable CDSC will be charged.

2. Systematic Withdrawal Plan (SWP). CDSCs may be waived on redemptions
occurring pursuant to a monthly, quarterly or semi-annual SWP
established with LFS, 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.

<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
LFD for at least two years.

The CDSC also may be waived where the FSF agrees to return all or an agreed upon
portion of the commission earned on the sale of the shares being redeemed.

HOW TO SELL SHARES

Shares may also be sold on any day the Exchange is open, either directly to the
Fund or through the shareholder's FSF. Sale proceeds generally are sent within
seven days (usually on the next business day after your request is received in
good form). However, for shares recently purchased by check, the Fund may delay
selling your shares 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 LFS, 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, LFS and many banks. Additional documentation is required
for sales by corporations, agents, fiduciaries, surviving joint owners and
individual retirement account holders. Call LFS 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 LFS 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 incapacity of a shareholder. Until this evidence is
received, LFS will not be liable for any payment made in accordance with the
provisions of a SWP.

<PAGE>
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 are automatically
eligible to redeem up to $100,000 of the fund's shares by calling 1-800-422-3737
toll-free any business day between 9:00 a.m. and the close of trading of the
Exchange (normally 4:00 p.m. Eastern time). Transactions received after 4:00
p.m. Eastern time will receive the next business day's closing price. Telephone
redemptions are limited to a total of $100,000 in a 30-day period. Redemptions
that exceed $100,000 may be accomplished by placing a wire order trade through a
broker or furnishing a signature guarantee request. Telephone redemption
privileges for larger amounts may be elected on the Application. LFS will employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine. Telephone redemptions are not available on accounts with an address
change in the preceding 30 days and proceeds and confirmations will only be
mailed or sent to the address of record unless the redemption proceeds are being
sent to a pre-designated bank account. Shareholders and/or their FSFs will be
required to provide their name, address and account number. FSFs will also be
required to provide their broker number. All telephone transactions are
recorded. A loss to a shareholder may result from an unauthorized transaction
reasonably believed to have been authorized. No shareholder is obligated to
execute the telephone authorization form or to use the telephone to execute
transactions.

CHECKWRITING (IN THIS SECTION, THE "ADVISOR" REFERS TO COLONIAL MANAGEMENT
ASSOCIATES, INC. IN ITS CAPACITY AS THE ADVISOR OR ADMINISTRATOR OF CERTAIN
FUNDS) (Available only on the Class A shares of certain funds) Shares may be
redeemed by check if a shareholder has previously completed an Application and
Signature Card. LFS 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. Shareholders may reinvest all or
a portion of a recent cash distribution without a sales charge. A shareholder
request must be received within 30 calendar days of the distribution. A
shareholder may exercise this privilege only once. No charge is currently made
for reinvestment.

Shares of most funds that pay daily dividends will normally earn dividends
starting with the date the fund receives payment for the shares and will
continue through the day before the shares are redeemed, transferred or
exchanged. The daily dividends for Colonial Municipal Money Market Fund will be
earned starting with the day after that fund receives payments for the shares.

HOW TO EXCHANGE SHARES

<PAGE>

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 LFS before requesting an exchange.

By calling LFS, 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 LFS 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. LFS
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, LFS will require customary additional documentation.
Prospectuses of the other funds are available from the LFD Literature Department
by calling 1-800-426-3750.

A loss to a shareholder may result from an unauthorized transaction reasonably
believed to have been authorized. No shareholder is obligated to use the
telephone to execute transactions.

You need to hold your Class A and Class T shares for five months before
exchanging to certain funds having a higher maximum sales charge. Consult your
FSF or LFS. 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", the fund will not
hold annual shareholders' meetings. The Trustees may fill any vacancies in the
Board of Trustees except that the Trustees may not fill a vacancy if,
immediately after filling such vacancy, less than two-thirds of the Trustees
then in office would have been elected to such office by the shareholders. In
addition, at such times as less than a majority of the Trustees then in office
have been elected to such office by the shareholders, the Trustees must call a
meeting of shareholders. Trustees may be removed from office by a written
consent signed by a majority of the outstanding shares of the Trust or by a vote
of the holders of a majority of the outstanding shares at a meeting duly called
for the purpose, which meeting shall be held upon written request of the holders
of not less than 10% of the outstanding shares of the Trust. Upon written
request by the holders of 1% of the outstanding shares of the Trust stating that
such shareholders of the Trust, for the purpose of obtaining the signatures
necessary to demand a shareholders' meeting to consider removal of a Trustee,
request information regarding the Trust's shareholders, the Trust will provide
appropriate materials (at the expense of the requesting shareholders). Except as
otherwise disclosed in the Prospectus and this SAI, the Trustees shall continue
to hold office and may appoint their successors.

<PAGE>
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 (i.e. cumulative) rather than
average annual total returns or may not reflect the sales charge or CDSC.

Total return for a newer class of shares for periods prior to inception includes
(a) the performance of the newer class of shares since inception and (b) the
performance of the oldest existing class of shares from the inception date up to
the date the newer class was offered for sale. In calculating total rate of
return for a newer class of shares in accordance with certain formulas required
by the SEC, the performance will be adjusted to take into account the fact that
the newer class is subject to a different sales charge than the oldest class
(e.g., if the newer class is Class A shares, the total rate of return quoted
will reflect the deduction of the initial sales charge applicable to Class A
shares (except Colonial Money Market Fund); if the newer class is Class B or
Class C shares, the total rate of return quoted will reflect the deduction of
the CDSC applicable to Class B or Class C shares). However, the performance will
not be adjusted to take into account the fact that the newer class of shares
bears different class specific expenses than the oldest class of shares (e.g.,
Rule 12b-1 fees). Therefore, the total rate of return quoted for a newer class
of shares will differ from the return that would be quoted had the newer class
of shares been outstanding for the entire period over which the calculation is
based (i.e., the total rate of return quoted for the newer class will be higher
than the return that would have been quoted had the newer class of shares been
outstanding for the entire period over which the calculation is based if the
class specific expenses for the newer class are higher than the class specific
expenses of the oldest class, and the total rate of return quoted for the newer
class will be lower than the return that would be quoted had the newer class of
shares been outstanding for this entire period if the class specific expenses
for the newer class are lower than the class specific expenses of the oldest
class). Performance results reflect any voluntary waivers or reimbursements of
fund expenses by the Advisor, Administrator or its affiliates. Absent these
waivers or reimbursements, performance results would have been lower.

YIELD
MONEY MARKET. A money market fund's yield and effective yield is computed in
accordance with the SEC's formula for money market fund yields.

NON-MONEY MARKET. The yield for each class of shares of a fund is determined by
(i) calculating the income (as defined by the SEC for purposes of advertising
yield) during the base period and subtracting actual expenses for the period
(net of any reimbursements), and (ii) dividing the result by the product of the
average daily number of shares of the fund that were entitled to dividends
during the period and the maximum offering price of the fund on the last day of
the period, (iii) then annualizing the result assuming semi-annual compounding.
Tax-equivalent yield is calculated by taking that portion of the yield which is
exempt from income tax and determining the equivalent taxable yield which would
produce the same after-tax yield for any given federal and, in some cases, state
tax rate, and adding to that the portion of the yield which is fully taxable.
Adjusted yield is calculated in the same manner as yield except that expenses
voluntarily borne or waived by the Advisor or its affiliates have been added
back to actual expenses.

DISTRIBUTION RATE. The distribution rate for each class of shares of a fund is
usually calculated by dividing annual or annualized distributions by the maximum
offering price of that class on the last day of the period. Generally, the
fund's distribution rate reflects total amounts actually paid to shareholders,
while yield reflects the current earning power of the fund's portfolio
securities (net of the fund's expenses). The fund's yield for any period may be
more or less than the amount actually distributed in respect of such period.

The fund may compare its performance to various unmanaged indices published by
such sources as are listed in Appendix II.

The fund may also refer to quotations, graphs and electronically transmitted
data from sources believed by the Advisor to be reputable, and publications in
the press pertaining to a fund's performance or to the Advisor or its
affiliates, including comparisons with competitors and matters of national and
global economic and financial interest. Examples include Forbes, Business Week,
Money Magazine, The Wall Street Journal, The New York Times, The Boston Globe,
Barron's National Business & Financial Weekly, Financial Planning, Changing
Times, Reuters Information Services, Wiesenberger Mutual Funds Investment
Report, Lipper, Inc.

<PAGE>

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.

TAX-RELATED ILLUSTRATIONS. The Ffund also may present hypothetical illustrations
(i) comparing the Ffund's and other mutual fund's pre-tax and after-tax total
returns, and (ii) showing the effects of income, capital gain and estate taxes
on performance.

GENERAL. From time to time, the fund may discuss or quote its current portfolio
manager as well as other investment personnel, and members of the tax management
oversight team, 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 ValueTM investment strategy
that expands upon the principles of traditional value investing; the fund's
portfolio holdings; the investment research and analysis process; the
formulation and evaluation of investment recommendations; and the assessment and
evaluation of credit, interest rate, market and economic risks and similar or
related matters.

The fund may also quote evaluations mentioned in independent radio or television
broadcasts, and use charts and graphs to illustrate the past performance of
various indices such as those mentioned in Appendix II and illustrations using
hypothetical rates of return to illustrate the effects of compounding and
tax-deferral. The fund may advertise examples of the effects of periodic
investment plans, including the principle of dollar cost averaging. In such a
program, an investor invests a fixed dollar amount in a fund at periodic
intervals, thereby purchasing fewer shares when prices are high and more shares
when prices are low.

From time to time, the fund may also discuss or quote the views of its
distributor, its investment advisor and other financial planning, legal, tax,
accounting, insurance, estate planning and other professionals, or from surveys,
regarding individual and family financial planning. Such views may include
information regarding: retirement planning; general investment techniques (e.g.,
asset allocation and disciplined saving and investing); business succession;
issues with respect to insurance (e.g., disability and life insurance and
Medicare supplemental insurance); issues regarding financial and health care
management for elderly family members; and similar or related matters.

<PAGE>
APPENDIX I
DESCRIPTION OF BOND RATINGS
STANDARD & POOR'S CORPORATION (S&P)

The following descriptions are applicable to municipal bond funds:

AAA bonds have the highest rating assigned by S&P. Capacity to pay interest and
repay principal is extremely strong.

AA bonds have a very strong capacity to pay interest and repay principal, and
they differ from AAA only in small degree.

A bonds have a strong capacity to pay interest and repay principal, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB bonds are regarded as having an adequate capacity to pay interest and repay
principal. Whereas they normally exhibit adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal than for bonds in the A
category.

BB, B, CCC, CC and C bonds are regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and C the highest degree. While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or large exposures to adverse conditions.

BB bonds have less near-term vulnerability to default than other speculative
issues. However, they face major ongoing uncertainties or exposure to adverse
business, financial, or economic conditions which could lead to inadequate
capacity to meet timely interest and principal payments. The BB rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied BBB- rating.

B bonds have a greater vulnerability to default but currently have the capacity
to meet interest payments and principal repayments. Adverse business, financial,
or economic conditions will likely impair capacity or willingness to pay
interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.

CCC bonds have a currently identifiable vulnerability to default, and are
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, the bonds are not likely to have
the capacity to pay interest and repay principal. The CCC rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied B or B- rating.

CC rating typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating.

C rating typically is applied to debt subordinated to senior debt which assigned
an actual or implied CCC- debt rating. The C rating may be used to cover a
situation where a bankruptcy petition has been filed, but debt service payments
are continued.

CI rating is reserved for income bonds on which no interest is being paid.

D bonds are in payment default. The D rating category is used when interest
payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

Plus(+) or minus(-) ratings from AA to CCC may be modified by the addition of a
plus or minus sign to show relative standing within the major rating categories.

PROVISIONAL RATINGS. The letter "p" indicates that the rating is provisional. A
provisional rating assumes the successful completion of the project being
financed by the debt being rated and indicates that payment of debt service
requirements is largely or entirely dependent upon the successful and timely
completion of the project. This rating, however, although addressing credit
quality subsequent to completion of the project, makes no comments on the
likelihood of, or the risk of default upon failure of, such completion. The
investor should exercise his own judgment with respect to such likelihood and
risk.

MUNICIPAL NOTES:
SP-1. Notes rated SP-1 have very strong or strong capacity to pay principal and
interest. Those issues determined to possess overwhelming safety characteristics
are designated as SP-1+.

SP-2. Notes rated SP-2 have satisfactory capacity to pay principal and interest.

<PAGE>
Notes due in three years or less normally receive a note rating. Notes maturing
beyond three years normally receive a bond rating, although the following
criteria are used in making that assessment:

Amortization schedule (the larger the final maturity relative to other
maturities, the more likely the issue will be rated as a note).

Source of payment (the more dependent the issue is on the market for
its refinancing, the more likely it will be rated as a note).

DEMAND FEATURE OF VARIABLE RATE DEMAND SECURITIES:
S&P assigns dual ratings to all long-term debt issues that have as part of their
provisions a demand feature. The first rating addresses the likelihood of
repayment of principal and interest as due, and the second rating addresses only
the demand feature. The long-term debt rating symbols are used for bonds to
denote the long-term maturity, and the commercial paper rating symbols are
usually used to denote the put (demand) option (for example, AAA/A-1+).
Normally, demand notes receive note rating symbols combined with commercial
paper symbols (for example, SP-1+/A-1+).

COMMERCIAL PAPER:
A. Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are further refined with
the designations 1, 2, and 3 to indicate the relative degree to safety.

A-1. This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are designed A-1+.

CORPORATE BONDS:
The description of the applicable rating symbols and their meanings is
substantially the same as the Municipal Bond ratings set forth above.

The following descriptions are applicable to equity and taxable bond funds:

AAA bonds have the highest rating assigned by S&P. The obligor's capacity to
meet its financial commitment on the obligation is extremely strong.

AA bonds differ from the highest rated obligations only in small degree. The
obligor's capacity to meet its financial commitment on the obligation is very
strong.

A bonds are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher rated
categories. However, the obligor's capacity to meet its financial commitment on
the obligation is still strong.

BBB bonds exhibit adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.

BB, B, CCC and CC bonds are regarded, as having significant speculative
characteristics. BB indicates the least degree of speculation and C the highest.
While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.

BB bonds are less vulnerable to non-payment than other speculative issues.
However, they face major ongoing uncertainties or exposure to adverse business,
financial, or economic conditions which could lead to the obligor's inadequate
capacity to meet its financial commitment on the obligation.

B bonds are more vulnerable to nonpayment than obligations rated BB, but the
obligor currently has the capacity to meet its financial commitment on the
obligation. Adverse business, financial, or economic conditions will likely
impair the obligor's capacity or willingness to meet its financial commitment on
the obligation.

CCC bonds are currently vulnerable to nonpayment, and are dependent upon
favorable business, financial, and economic conditions for the obligor to meet
its financial commitment on the obligation. In the event of adverse business,
financial, or economic conditions, the obligor is not likely to have the
capacity to meet its financial commitment on the obligation.

CC bonds are currently highly vulnerable to nonpayment.

C ratings may be used to cover a situation where a bankruptcy petition has been
filed or similar action has been taken, but payments on the obligation are being
continued.

D bonds are in payment default. The D rating category is used when payments on
an obligation are not made on the date due even if the applicable grace period
has not expired, unless S&P believes that such payments will be made during such
grace period. The D rating also will be used upon the filing of a bankruptcy
petition or the taking of a similar action if payments on an obligation are
jeopardized.

<PAGE>
Plus (+) or minus(-): The ratings from AA to CCC may be modified by the addition
of a plus or minus sign to show relative standing within the major rating
categories.

R This symbol is attached to the rating of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk, such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.

MOODY'S INVESTORS SERVICE, INC. (MOODY'S)

Aaa bonds are judged to be of the best quality. They carry the smallest degree
of investment risk and are generally referred to as "gilt edge". Interest
payments are protected by a large or by an exceptionally stable margin and
principal is secure. While various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair a fundamentally
strong position of such issues.

Aa bonds are judged to be of high quality by all standards. Together with Aaa
bonds they comprise what are generally known as high-grade bonds. They are rated
lower than the best bonds because margins of protection may not be as large in
Aaa securities or fluctuation of protective elements may be of greater amplitude
or there may be other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.

Those bonds in the Aa through B groups that Moody's believes possess the
strongest investment attributes are designated by the symbol Aa1, A1 and Baa1.

A bonds possess many favorable investment attributes and are to be considered as
upper-medium-grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present that suggest a
susceptibility to impairment sometime in the future.

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

Ba bonds are judged to have speculative elements: their future cannot be
considered as well secured. Often, the protection of interest and principal
payments may be very moderate, and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.

B bonds generally lack characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other terms of the contract
over any long period of time may be small.

Caa bonds are of poor standing. Such issues may be in default or there may be
present elements of danger with respect to principal or interest.

Ca bonds represent obligations which are speculative in a high degree. Such
issues are often in default or have other marked shortcomings.

C bonds are the lowest rated class of bonds and issues so rated can be regarded
as having extremely poor prospects of ever attaining any real investment
standing.

CONDITIONAL RATINGS. Bonds for which the security depends upon the completion of
some act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operating experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting
conditions attach. Parenthetical rating denotes probable credit stature upon
completion of construction or elimination of basis of condition.

MUNICIPAL NOTES:
MIG 1. This designation denotes best quality. There is present strong protection
by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

MIG 2. This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.

MIG 3. This designation denotes favorable quality. All security elements are
accounted for, but there is lacking the undeniable strength of the preceding
grades. Liquidity and cash flow protection may be narrow and market access for
refinancing is likely to be less well established.

DEMAND FEATURE OF VARIABLE RATE DEMAND SECURITIES:
Moody's may assign a separate rating to the demand feature of a variable rate
demand security. Such a rating may include:

<PAGE>
VMIG 1. This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

VMIG 2. This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.

VMIG 3. This designation denotes favorable quality. All security elements are
accounted for, but there is lacking the undeniable strength of the preceding
grades. Liquidity and cash flow protection may be narrow and market access for
refinancing is likely to be less well established.

COMMERCIAL PAPER:
Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment capacity of rated issuers:

Prime-1 Highest Quality
Prime-2 Higher Quality
Prime-3 High Quality

If an issuer represents to Moody's that its Commercial Paper obligations are
supported by the credit of another entity or entities, Moody's, in assigning
ratings to such issuers, evaluates the financial strength of the indicated
affiliated corporations, commercial banks, insurance companies, foreign
governments, or other entities, but only as one factor in the total rating
assessment.

CORPORATE BONDS:
The description of the applicable rating symbols (Aaa, Aa, A) and their meanings
is identical to that of the Municipal Bond ratings as set forth above, except
for the numerical modifiers. Moody's applies numerical modifiers 1, 2, and 3 in
the Aa and A classifications of its corporate bond rating system. The modifier 1
indicates that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a midrange ranking; and the modifier 3
indicates that the issuer ranks in the lower end of its generic rating category.

FITCH INVESTORS SERVICE

INVESTMENT GRADE BOND RATINGS

AAA bonds are considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and/or
dividends and repay principal, which is unlikely to be affected by reasonably
foreseeable events.

AA bonds are considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated 'AAA'. Because bonds rated in the
'AAA' and 'AA' categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated 'F-1+'.

A bonds are considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than debt securities with higher ratings.

BBB bonds are considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest or dividends and repay principal
is considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these
securities and, therefore, impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is higher than for
securities with higher ratings.

CONDITIONAL
A conditional rating is premised on the successful completion of a project or
the occurrence of a specific event.

SPECULATIVE-GRADE BOND RATINGS

BB bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified, which could assist the
obligor in satisfying its debt service requirements.

B bonds are considered highly speculative. While securities in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC bonds have certain identifiable characteristics that, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

<PAGE>
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.

<PAGE>

APPENDIX II
1999

<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)
- - ------ -------- ----------

<S> <C> <C>
CREDIT SUISSE FIRST
BOSTON:

First Boston High Yield Index- 3.28
Global

LIPPER, INC.:

AMEX Composite Index P 27.28
AMEX Computer Tech IX P 75.02
AMEX Institutional IX P 24.46
AMEX Major Market IX P 17.76
Bse Sensex Index 63.83
CAC 40:FFR IX P 51.12
CD Rate 1 Month Index Tr 5.31
CD Rate 3 Month Index Tr 5.46
CD Rate 6 Month Index Tr 5.59
Consumer Price Index 2.99
Copnhgn SE:Dkr IX P 20.46
DAX:Dm IX Tr 39.10
Domini 400 Social Index 24.50
Dow Jones 65 Comp Av P 11.97
Dow Jones Ind Average P 25.22
Dow Jones Ind Dly Reinv 27.21
Dow Jones Ind Mth Reinv 27.29
Dow Jones Trans Av P -5.47
Dow Jones Trans Av Tr -4.52
Dow Jones Util Av P -9.27
Dow Jones Util Av Tr -6.02
Ft/S&P Act Wld Ex US IX N/A
Ft/S&P Actuaries Wld IX N/A
FT-SE 100:Pd IX P 17.81
FT-SE Gold Mines IX 0.20
Hang Seng:Hng Kng $ IX 68.80
Jakarta Composite Index 70.06
Jasdaq Index:Yen P 244.48
Klse Composite Index 38.59
Kospi Index 82.78
Lear High Growth Rate IX N/A
Lear Low Priced Value IX N/A
Lehman 1-3 Govt/Corp P -2.89
Lehman 1-3 Govt/Corp Tr 3.15
Lehman Aggregate Bd P -7.03
Lehman Aggregate Bd Tr -0.82
Lehman Cp Bd Int P -6.43
Lehman Cp Bd Int Tr 0.16
Lehman Govt Bd Int P -5.36
Lehman Govt Bd Int Tr 0.49
Lehman Govt Bd Long P -14.59
Lehman Govt Bd Long Tr -8.73
Lehman Govt Bd P -8.08
Lehman Govt Bd Tr -2.23
Lehman Govt/Cp Bd P -8.26
Lehman Govt/Cp Bd Tr -2.15
Lehman Govt/Cp Int P -5.70
Lehman Govt/Cp Int Tr 0.39
</TABLE>

<PAGE>

<TABLE>
<S> <C>
Lehman High Yield P -6.64
Lehman High Yield Tr 2.39
Lehman Muni 10 Yr IX P -6.08
Lehman Muni 10 Yr IX Tr -1.25
Lehman Muni 3 Yr IX P -3.36
Lehman Muni 3 Yr IX Tr 1.96
Lehman Muni Bond IX P -7.08
Lehman Muni Bond IX Tr -2.06
Lipper 1000 N/A
Lipper Mgmt Co Price IX 12.57
Madrid SE:Pst IX P 16.22
ML 10+ Yr Treasury IX Tr -8.61
ML 1-3 Yr Muni IX P -2.72
ML 1-3 Yr Muni IX Tr 2.51
ML 1-3 Yr Treasury IX P -2.85
ML 1-3 Yr Treasury IX Tr 3.06
ML 1-5 Yr Gv/Cp Bd IX P -3.84
ML 1-5 Yr Gv/Cp Bd IX Tr 2.19
ML 15 Yr Mortgage IX P -4.14
ML 15 Yr Mortgage IX Tr 2.17
ML 1-5 Yr Treasury IX P -3.83
ML 1-5 Yr Treasury IX Tr 2.04
ML 3 MO T-Bill IX Tr 4.85
ML 3-5 Yr Govt IX P -5.45
ML 3-5 Yr Govt IX Tr 0.32
ML 3-7 Yr Muni IX Tr 0.66
ML Corp Master Index P -8.53
ML Corp Master Index Tr -1.89
ML Glbl Govt Bond Inx P -6.83
ML Glbl Govt Bond Inx Tr -1.66
ML Glbl Gv Bond IX II P -9.65
ML Glbl Gv Bond IX II Tr -4.52
ML Global Bond Index P -9.04
ML Global Bond Index Tr -3.50
ML Gov Corp Master IX Tr -2.05
ML Govt Master Index P -8.02
ML Govt Master Index Tr -2.11
ML Govt/Corp Master IX P -8.19
ML High Yld Master IX P -7.86
ML High Yld Master IX Tr 1.57
ML Master Muni IX Tr -6.35
ML Mortgage Master IX P -4.86
ML Mortgage Master IX Tr 1.61
ML Treasury Master IX P -8.31
ML Treasury Master IX Tr -2.38
MSCI AC Americas Free ID 22.71
MSCI AC Asia Fr-Ja IX GD 64.67
MSCI AC Asia Fr-Ja IX ID 61.95
MSCI AC Asia Pac - Ja GD 55.23
MSCI AC Asia Pac - Ja ID 52.30
MSCI AC Asia Pac Fr-J GD 49.83
MSCI AC Asia Pac Fr-J ID 46.80
MSCI AC Asia Pac IX GD 59.66
MSCI AC Asia Pac IX ID 57.86
MSCI AC Europe IX GD 17.35
MSCI AC Europe IX ID 15.22
MSCI AC Fe - Ja IX GD 67.83
MSCI AC Fe - Ja IX ID 65.24
MSCI AC Fe Free IX GD 61.81
MSCI AC Fe Free IX ID 60.29
</TABLE>

<PAGE>

<TABLE>
<S> <C>
MSCI AC Fe Fr-Ja IX GD 62.11
MSCI AC Fe Fr-Ja IX ID 59.40
MSCI AC Pac Fr-Jpn IX GD 46.89
MSCI AC Pac Fr-Jpn IX ID 43.84
MSCI AC World Free IX GD 26.82
MSCI AC World Fr-USA GD 30.91
MSCI AC World Fr-USA ID 28.80
MSCI AC World IX GD 27.31
MSCI AC World IX ID 25.49
MSCI AC World-USA IX GD 31.79
MSCI AC Wrld Fr-Ja IX GD 23.07
MSCI AC Wrld Fr-Ja IX ID 21.20
MSCI AC Wrld-Ja IX GD 23.64
MSCI AC Wrld-Ja IX ID 21.77
MSCI Argentina IX GD 34.29
MSCI Argentina IX ID 30.05
MSCI Australia IX GD 18.67
MSCI Australia IX ID 15.19
MSCI Australia IX ND 17.62
MSCI Austria IX GD -8.66
MSCI Austria IX ID -10.47
MSCI Austria IX ND -9.11
MSCI Belgium IX GD -13.75
MSCI Belgium IX ID -15.77
MSCI Belgium IX ND -14.26
MSCI Brazil IX GD 67.23
MSCI Brazil IX ID 61.57
MSCI Canada IX GD 54.40
MSCI Canada IX ID 51.78
MSCI Canada IX ND 53.74
MSCI Chile IX GD 39.01
MSCI Chile IX ID 36.45
MSCI China Dom Fr IX ID 31.10
MSCI China Free IX ID 9.94
MSCI China Non Dom IX ID 5.82
MSCI Colombia IX GD -13.69
MSCI Colombia IX ID -19.14
MSCI Czech Rep IX GD 5.35
MSCI Czech Rep IX ID 3.97
MSCI Denmark IX GD 12.47
MSCI Denmark IX ID 10.85
MSCI Denmark IX ND 12.06
MSCI EAFE - UK IX GD 31.45
MSCI EAFE - UK IX ID 29.63
MSCI EAFE - UK IX ND 31.01
MSCI EAFE + Canada IX GD 28.27
MSCI EAFE + Canada IX ID 26.22
MSCI EAFE + Canada IX ND 27.93
MSCI EAFE + Em IX GD 31.03
MSCI EAFE + EM IX ID 28.93
MSCI EAFE + EMF IX GD 30.33
MSCI EAFE + EMF IX ID 28.24
MSCI EAFE Fr IX ID 25.03
MSCI EAFE GDP Wt IX GD 31.38
MSCI EAFE GDP Wt IX ID 29.49
MSCI EAFE GDP Wt IX ND 31.00
MSCI EAFE IX GD 27.30
MSCI EAFE IX ID 25.27
MSCI EAFE IX ND 26.96
MSCI EASEA IX GD 18.12
</TABLE>

<PAGE>

<TABLE>
<S> <C>
MSCI EASEA IX ID 15.90
MSCI EASEA IX ND 17.77
MSCI Em Asia IX GD 69.73
MSCI Em Asia IX ID 67.96
MSCI Em Eur/Mid East GD 79.61
MSCI Em Eur/Mid East ID 76.67
MSCI Em Europe IX GD 83.98
MSCI Em Europe IX ID 81.28
MSCI Em Far East IX GD 67.27
MSCI Em Far East IX ID 65.67
MSCI Em IX GD 68.82
MSCI Em IX ID 66.18
MSCI Em Latin Am IX GD 65.45
MSCI Em Latin Am IX ID 61.81
MSCI EMF Asia IX GD 69.41
MSCI EMF Asia IX ID 67.65
MSCI EMF Far East IX GD 65.50
MSCI EMF Far East IX ID 63.97
MSCI EMF IX GD 66.41
MSCI EMF IX ID 63.70
MSCI EMF Latin Am IX GD 58.89
MSCI EMF Latin Am IX ID 55.48
MSCI Europe - UK IX GD 17.84
MSCI Europe - UK IX ID 16.00
MSCI Europe - UK IX ND 17.35
MSCI Europe GDP Wt IX ID 14.08
MSCI Europe IX GD 16.23
MSCI Europe IX ID 14.12
MSCI Europe IX ND 15.89
MSCI European Union GD 19.22
MSCI European Union ID 16.99
MSCI Far East Free IX ID 59.99
MSCI Far East IX GD 62.63
MSCI Far East IX ID 61.10
MSCI Far East IX ND 62.41
MSCI Finland IX GD 153.33
MSCI Finland IX ID 150.71
MSCI Finland IX ND 152.60
MSCI France IX GD 29.69
MSCI France IX ID 28.00
MSCI France IX ND 29.27
MSCI Germany IX GD 20.53
MSCI Germany IX ID 18.70
MSCI Germany IX ND 20.04
MSCI Greece IX GD 49.64
MSCI Greece IX ID 47.58
MSCI Hongkong IX GD 59.52
MSCI Hongkong IX ID 54.85
MSCI Hongkong IX ND 59.52
MSCI Hungary IX GD 11.66
MSCI Hungary IX ID 10.81
MSCI India IX GD 87.35
MSCI India IX ID 84.67
MSCI Indonesia IX GD 93.46
MSCI Indonesia IX ID 92.04
MSCI Ireland IX ID -14.02
MSCI Israel Dom IX ID 51.10
MSCI Israel IX ID 56.29
MSCI Israel Non Dom Ixid 47.06
MSCI Italy IX GD 0.19
</TABLE>

<PAGE>

<TABLE>
<S> <C>
MSCI Italy IX ID -1.48
MSCI Italy IX ND -0.26
MSCI Japan IX GD 61.77
MSCI Japan IX ID 60.56
MSCI Japan IX ND 61.53
MSCI Jordan IX GD 6.26
MSCI Jordan IX ID 2.00
MSCI Kokusai IX GD 21.26
MSCI Kokusai IX ID 19.43
MSCI Kokusai IX ND 20.84
MSCI Korea IX GD 92.42
MSCI Korea IX ID 90.17
MSCI Luxembourg IX ID 50.50
MSCI Malaysia IX GD 109.92
MSCI Malaysia IX ID 107.23
MSCI Mexico Free IX GD 80.07
MSCI Mexico Free IX ID 78.50
MSCI Mexico IX GD 81.76
MSCI Mexico IX ID 80.19
MSCI Netherland IX GD 7.43
MSCI Netherland IX ID 5.25
MSCI Netherland IX ND 6.88
MSCI New Zealand IX GD 14.30
MSCI New Zealand IX ID 9.70
MSCI New Zealand IX ND 12.90
MSCI Nordic IX GD 87.75
MSCI Nordic IX ID 85.11
MSCI Nordic IX ND 87.00
MSCI Norway IX GD 32.43
MSCI Norway IX ID 29.52
MSCI Norway IX ND 31.70
MSCI Nth Amer IX GD 23.47
MSCI Nth Amer IX ID 21.91
MSCI Nth Amer IX ND 23.00
MSCI Pac - Japan IX GD 43.20
MSCI Pac - Japan IX ID 39.35
MSCI Pac - Japan IX ND 42.58
MSCI Pacific Free IX ID 55.19
MSCI Pacific Fr-Jpn ID 34.95
MSCI Pacific IX GD 57.96
MSCI Pacific IX ID 56.17
MSCI Pacific IX ND 57.63
MSCI Pakistan IX GD 49.62
MSCI Pakistan IX ID 42.24
MSCI Peru IX GD 18.86
MSCI Peru IX ID 16.34
MSCI Philippines Fr Ixgd 3.32
MSCI Philippines Fr Ixid 2.33
MSCI Philippines IX GD 8.90
MSCI Philippines IX ID 7.62
MSCI Portugal IX GD -8.45
MSCI Portugal IX ID -10.86
MSCI Russia IX GD 247.06
MSCI Russia IX ID 246.20
MSCI Sing/Mlysia IX GD 99.40
MSCI Sing/Mlysia IX ID 97.08
MSCI Sing/Mlysia IX ND 99.40
MSCI Singapore Fr IX GD 60.17
MSCI Singapore Fr IX ID 58.43
MSCI South Africa IX GD 57.20
</TABLE>

<PAGE>

<TABLE>
<S> <C>
MSCI South Africa IX ID 53.43
MSCI Spain IX GD 5.27
MSCI Spain IX ID 3.53
MSCI Spain IX ND 4.83
MSCI Sri Lanka IX GD -6.27
MSCI Sri Lanka IX ID -9.73
MSCI Sweden IX GD 80.60
MSCI Sweden IX ID 77.76
MSCI Sweden IX ND 79.74
MSCI Swtzrlnd IX GD -6.59
MSCI Swtzrlnd IX ID -7.81
MSCI Swtzrlnd IX ND -7.02
MSCI Taiwan IX GD 52.71
MSCI Taiwan IX ID 51.52
MSCI Thailand IX GD 40.92
MSCI Thailand IX ID 40.49
MSCI Turkey IX GD 252.41
MSCI Turkey IX ID 244.36
MSCI UK IX GD 12.45
MSCI UK IX ID 9.74
MSCI UK IX ND 12.45
MSCI USA IX GD 22.38
MSCI USA IX ID 20.86
MSCI USA IX ND 21.92
MSCI Venezuela IX GD 8.71
MSCI Venezuela IX ID 1.68
MSCI World - UK IX GD 26.83
MSCI World - UK IX ID 25.17
MSCI World - UK IX ND 26.38
MSCI World - USA IX GD 28.27
MSCI World - USA IX ID 26.22
MSCI World - USA IX ND 27.93
MSCI World GDP Wt IX ID 27.26
MSCI World IX Free ID 23.45
MSCI World IX GD 25.34
MSCI World IX ID 23.56
MSCI World IX ND 24.93
MSCI Wrld - Austrl IX GD 25.42
MSCI Wrld - Austrl IX ID 23.67
MSCI Wrld - Austrl IX ND 25.03
NASDAQ 100 IX P 101.95
NASDAQ Bank IX P -7.98
NASDAQ Composite IX P 85.59
NASDAQ Industrial IX P 71.67
NASDAQ Insurance IX P 5.54
NASDAQ Natl Mkt Cmp IX 85.87
NASDAQ Natl Mkt Ind IX 72.04
NASDAQ Transport IX P 1.82
Nikkei 225 Avg:Yen P 36.79
NYSE Composite P 9.15
NYSE Finance IX P -0.92
NYSE Industrials IX P 11.37
NYSE Transportation IX -3.25
NYSE Utilities IX P 14.62
Oslo SE Tot:Fmk IX P 45.54
Philippines Composite IX 8.85
PSE Technology IX P 116.40
Russell 1000 Grow IX Tr 33.16
Russell 1000 IX P 19.46
Russell 1000 IX Tr 20.91
</TABLE>

<PAGE>

<TABLE>
<S> <C>
Russell 1000 Value IX Tr 7.35
Russell 2000 Grow IX Tr 43.09
Russell 2000 IX P 19.62
Russell 2000 IX Tr 21.26
Russell 2000 Value IX Tr -1.49
Russell 3000 IX P 19.43
Russell 3000 IX Tr 20.90
Russell Midcap Grow IX 51.29
Russell Midcap IX Tr 18.23
Russell Midcap Value IX -0.11
S & P 100 Index P 31.26
S & P 500 Daily Reinv 21.04
S & P 500 Index P 19.53
S & P 500 Mnthly Reinv 21.03
S & P 600 Index P 11.52
S & P 600 Index Tr 12.41
S & P Financial IX P 2.19
S & P Financial IX Tr 3.97
S & P Industrial IX Tr 25.87
S & P Industrials P 24.52
S & P Midcap 400 IX P 13.35
S & P Midcap 400 IX Tr 14.72
S & P Transport Index P -10.69
S & P Transport IX Tr -9.32
S & P Utility Index P -12.48
S & P Utility Index Tr -8.88
S & P/Barra Growth IX Tr 27.98
S & P/Barra Value IX Tr 12.72
SB Cr-Hdg Nn-US Wd IX Tr 2.88
SB Cr-Hdg Wd Gv Bd IX Tr 1.31
SB Non-US Wd Gv Bd IX Tr -5.07
SB Wd Gv Bd:Austrl IX Tr 4.07
SB Wd Gv Bd:Germny IX Tr -16.42
SB Wd Gv Bd:Japan IX Tr 15.53
SB Wd Gv Bd:UK IX Tr -4.30
SB Wd Gv Bd:US IX Tr -2.45
SB World Govt Bond IX Tr -4.27
SB World Money Mkt IX Tr 0.39
Straits Times Index 77.54
Swiss Perf:Sfr IX Tr 11.69
Taiwan SE:T$ IX P 42.86
T-Bill 1 Year Index Tr 4.91
T-Bill 3 Month Index Tr 4.74
T-Bill 6 Month Index Tr 4.85
Thailand Set Index 35.44
Tokyo 2nd Sct:Yen IX P 121.27
Tokyo Se(Topix):Yen IX 58.44
Toronto 300:C$ IX P 29.72
Toronto SE 35:C$ IX P 36.42
Value Line Cmp IX-Arth 10.56
Value Line Cmp IX-Geom -1.40
Value Line Industrl IX -0.05
Value Line Railroad IX -9.93
Value Line Utilties IX -7.10
Lipper CE Pac Ex Jpn IX 73.32
Lipper Pac Ex-Jpn Fd IX 74.88

THE NATIONAL ASSOCIATION
OF REAL ESTATE INVESTMENT
TRUST:

Real Estate Investment Trust Index -4.62
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SALOMON SMITH BARNEY WGBI
MARKET SECTORS: LOCAL CURRENCY U.S. DOLLARS

<S> <C> <C>
U.S. Government (Sovereign) -2.45 -2.45
United Kingdom (Sovereign) -1.20 -4.3
France (Sovereign) -2.95 -17.16
Germany (Sovereign) -2.08 -16.42
Japan (Sovereign) 4.83 15.53
Canada (Sovereign) -1.46 4.29
</TABLE>

Each Russell Index listed above is a trademark/service mark of the Frank Russell
Company. Russell(TM) is a trademark of the Frank Russell Company.

*in U.S. currency

<PAGE>
LIBERTY FUNDS TRUST IV

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

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

PART B

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

<PAGE>

COLONIAL HIGH YIELD MUNICIPAL FUND
A series of Liberty Funds Trust IV
STATEMENT OF ADDITIONAL INFORMATION
APRIL 1, 2000

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 April 1, 2000. This SAI should be read together with the Prospectus and
the Fund's most recent Annual Report dated November 30, 1999. Investors may
obtain a free copy of the Prospectus and the Annual Report from Liberty Funds
Distributor, Inc. (LFD), One Financial Center, Boston, MA 02111-2621. The
Financial Statements and Report of Independent Accountants appearing in the
November 30, 1999 Annual Report are incorporated in this SAI by reference.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART 1 PAGE
<S> <C>
Definitions b
Organization and History b
Investment Objectives and Policies b
Fundamental Investment Policies b
Other Investment Policies c
Fund Charges and Expenses c
Investment Performance g
Custodian h
Independent Accountants h

PART 2

Miscellaneous Investment Practices 1
Taxes 11
Management of the Funds 14
Determination of Net Asset Value 19
How to Buy Shares 20
Special Purchase Program/Investor Services 21
Programs for Reducing or Eliminating Sales Charges 22
How to Sell Shares 24
Distributions 26
How to Exchange Shares 26
Suspension of Redemptions 27
Shareholder Liability 27
Shareholder Meetings 27
Performance Measures 27
Appendix I 29
Appendix II 34
</TABLE>

783-16/805A-0300

<PAGE>

Part 1
COLONIAL HIGH YIELD MUNICIPAL FUND
STATEMENT OF ADDITIONAL INFORMATION
April 1, 2000

DEFINITIONS

"Trust" Liberty Funds Trust IV

"Fund" Colonial High Yield Municipal Fund

"Advisor" Colonial Management Associates, Inc., the Fund's investment
advisor

"LFD" Liberty Funds Distributor, Inc., the Fund's distributor

"LFS" Liberty Funds Services, Inc., the Fund's shareholder
services and transfer agent

ORGANIZATION AND HISTORY

The Trust is a Massachusetts business trust organized in 1978. The Fund, a
diversified series of the Trust, represents the entire interest in a separate
series of the Trust. The Fund commenced investment operations on June 8, 1992.

Effective April 1, 1999 the Trust changed its name from Colonial Trust IV to its
current name.

INVESTMENT OBJECTIVES AND POLICIES

The Fund's Prospectus describes the Fund's investment goals 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 may be
utilized by the Fund:

Short-Term Trading
Lower Rated Bonds
Forward Commitments
Repurchase Agreements
Futures Contracts and Related Options
Zero Coupon Securities
Inverse Floaters

Asset-Backed Securities
Municipal Lease Obligations

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.

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. Invest in real estate only up to 5% of its net assets;
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. Not issue senior securities except as provided in paragraph 1 above and
to the extent permitted by the 1940 Act;
5. Only underwrite securities issued by others when disposing of portfolio
securities;

<PAGE>

6. 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;
7. Not concentrate more than 25% of its total assets in any one industry
or with respect to 75% of total assets, purchase any security (other
than obligations of the U.S. Government and cash items including
receivables) if as a result more than 5% of its total assets would then
be invested in securities of a single issuer or purchase the voting
securities of an issuer if, as a result of such purchases, the Fund
would own more than 10% of the outstanding voting shares of such
issuer; and
8. Ordinarily invest at least 80% of its total assets in tax-exempt
securities.

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

1. Purchase securities on margin, but it may receive short-term credit to
clear securities transactions and may make initial or maintenance
margin deposits in connection with futures transactions;
2. Have a short securities position, unless the Fund owns, or owns rights
(exercisable without payment) to acquire, an equal amount of such
securities; 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.

Under the Fund's pricing and bookkeeping agreement, the Fund pays the Advisor a
monthly pricing and bookkeeping fee of $2,250 plus the following percentages of
the Fund's average daily net assets over $50 million:

0.035% annually on the next $950 million
0.025% annually on the next $1 billion
0.015% annually on the next $1 billion
0.001% annually on the excess over $3 billion

Under the Fund's transfer agency and shareholder servicing agreement, the Fund
pays LFS a monthly fee at the annual rate of 0.13% of average daily net assets,
plus certain out-of-pocket expenses.

c
<PAGE>
RECENT FEES PAID TO THE ADVISOR, LFD AND LFS (dollars in thousands)

<TABLE>
<CAPTION>
Years ended November 30,
------------------------------------
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Management fee $ 1,106 $ 1,102 $ 1,059
Bookkeeping fee 78 78 76
Shareholder service and transfer
agent fee 313 292 297
12b-1 fees:
Service fee (Classes A, B and C)(a) 488 493 476
Distribution fee (Class B) 943 1,021 1,079
Distribution fee (Class C) 25 10 (b)
Fees waived by the Distributor (Class C) (5) (2) --
</TABLE>

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

BROKERAGE COMMISSIONS (dollars in thousands)

<TABLE>
<CAPTION>
Years ended November 30,
-----------------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Total commissions $4 $2 (c)
Directed transactions 0 0 0
Commissions on directed transactions 0 0 0
</TABLE>

TRUSTEES AND TRUSTEES' FEES

For the fiscal year ended November 30, 1999 and the calendar year ended December
31, 1999, the Trustees received the following compensation for serving as
Trustees(d):

<TABLE>
<CAPTION>
Aggregate Compensation from Total Compensation from the Fund Complex
Fund for the Fiscal Year Ended Paid to the Trustees for the Calendar
Trustee November 30, 1999 Year Ended December 31, 1999(e)
- - ------- ------------------------------ ----------------------------------------
<S> <C> <C>
Robert J. Birnbaum(f) $1,239 $ 97,000
Tom Bleasdale 1,303(g) 103,000(h)
John V. Carberry(i) N/A N/A
Lora S. Collins 1,227 96,000
James E. Grinnell 1,278 100,000
Richard W. Lowry 1,239 97,000
Salvatore Macera 1,232 95,000
William E. Mayer 1,237 101,000
James L. Moody, Jr. 1,153(j) 91,000(k)
John J. Neuhauser 1,295 101,252
Thomas E. Stitzel 1,232 95,000
Robert L. Sullivan 1,326 104,100
Anne-Lee Verville 1,214(l) 96,000(m)
</TABLE>

(d) The Fund does not currently provide pension or retirement plan benefits
to the Trustees.

(e) At December 31, 1999, the complex consisted of 51 open-end and 8
closed-end management investment portfolios in the Liberty Funds Group
- Boston (Liberty Funds) and 12 open-end management investment
portfolios in the Liberty Variable Investment Trust (LVIT) (together,
the Fund Complex).
(f) Retired as Trustee of the Trust on December 31, 1999.

(g) Includes $670 payable in later years as deferred compensation.

(h) Includes $52,000 payable in later years as deferred compensation.

d
<PAGE>

(i) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial Companies, Inc. (Liberty Financial).

(j) Total compensation of $1,153 for the fiscal year ended November 30,
1999, will be payable in later years as deferred compensation.
(k) Total compensation of $91,000 for the calendar year ended December 31,
1999, will be payable in later years as deferred compensation.
(l) Total compensation of $1,214 for the fiscal year ended November 30,
1999, will be payable in later years as deferred compensation.
(m) Total compensation of $96,000 for the calendar year ended December 31,
1999, will be payable in later years as deferred compensation.

For the fiscal year ended December 31, 1999, some of the Trustees received the
following compensation in their capacities as trustees or directors of the
Liberty All-Star Equity Fund, the Liberty All-Star Growth Fund, Inc.
and Liberty Funds Trust IX (together, Liberty All-Star Funds):

<TABLE>
<CAPTION>
Total Compensation from Liberty All-Star Funds
Trustee for the Calendar Year Ended December 31, 1999(n)
- - ------- ------------------------------------------------
<S> <C>
Robert J. Birnbaum(o) $25,000
John V. Carberry(o)(p) N/A
James E. Grinnell(o) 25,000
Richard W. Lowry(o) 25,000
William E. Mayer(o) 25,000
John J. Neuhauser(o) 25,000
</TABLE>

(n) The Liberty All-Star Funds are advised by Liberty Asset Management
Company (LAMCO). LAMCO is an indirect wholly-owned subsidiary of
Liberty Financial (an intermediate parent of the Advisor).
(o) Elected by the sole Trustee of Liberty Funds Trust XI on December 17,
1998.
(p) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.

OWNERSHIP OF THE FUND

As of record on February 29, 2000, the officers and Trustees of the Fund as a
group owned less than 1% of the then outstanding shares of the Fund.

As of record on March 5, 2000, the following shareholders of record owned 5% or
more of one or more of each class of the Fund's outstanding shares:

Class B Shares

Merrill Lynch Pierce Fenner & Smith 10.06%
For the Sole Benefit of Its Customers
Attn: Fund Administration
4800 Deer Lake Drive, E 2nd Floor
Jacksonville, FL 32246

<PAGE>
Class C Shares

Merrill Lynch Pierce Fenner & Smith 12.18%
For the Sole Benefit of Its Customers
Attn: Fund Administration
4800 Deer Lake Drive, E 2nd Floor
Jacksonville, FL 32246

At February 29, 2000, there were 1,578 Class A, 2,581 Class B and 80 Class C
record holders of the Fund.

SALES CHARGES (dollars in thousands)

<TABLE>
<CAPTION>
Class A Shares
Years Ended November 30,
-------------------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges on Fund share
sales $466 $221 $228
Initial sales charges retained by LFD 37 26 26
Aggregate contingent deferred sales charges
(CDSC) on Fund redemptions retained by LFD 4 0 0
</TABLE>

<TABLE>
<CAPTION>
Class B Shares
Years Ended November 30,
-------------------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $326 $394 $348
</TABLE>

<TABLE>
<CAPTION>
Class C Shares
Years Ended November 30,
-------------------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained
by LFD $6 $1 $0
</TABLE>

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 LFD 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 LFD 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. LFD may terminate
this waiver at any time without shareholder approval. LFD 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 LFD's
expenses, LFD may realize a profit from the fees. The Plan authorizes any other
payments by the Fund to LFD and its affiliates (including the Advisor) to the
extent that such payments might be construed to be indirect financing of the
distribution of Fund shares.

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

<PAGE>

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 a certain number of years after purchase
depending on the program you purchased your shares under. 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 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 LFD relating to the Fund were:

<TABLE>
<CAPTION>
Year Ended November 30, 1999
------------------------------------------------------
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Fees to FSFs $153 $968 $24
Cost of sales material relating to the Fund (including
printing and mailing expenses) 48 69 9

Allocated travel, entertainment and other promotional
expenses (including advertising) 35 54 7
</TABLE>

INVESTMENT PERFORMANCE

The Fund's yields for the month ended November 30, 1999 were:

<TABLE>
<CAPTION>
Class A Class B Class C
---------------------------- --------------------------- --------------------------
Tax Equivalent Tax-Equivalent Tax-Equivalent
Yield Yield Yield Yield Yield Yield
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
5.47% 9.06% 4.98% 8.25% 5.14%(q) 8.51%
</TABLE>

(q) Performance results reflect any voluntary reimbursement by the Advisor
and/or its affiliates of Fund expenses. Absent this reimbursement
arrangement, performance results would have been lower. See the
prospectus for details.

The Fund's Class A, Class B and Class C share average annual total returns at
November 30, 1999 were:

<TABLE>
<CAPTION>
Class A Shares
--------------
Period June 8, 1992
(commencement of
investment operations)
through
1 year 5 years November 30, 1999
------ ------- -----------------
<S> <C> <C> <C>
With sales charge of 4.75% (8.90%) 5.71% 4.94%(r)
Without sales charge (4.36%) 6.74% 5.63%(r)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Class B Shares
--------------
Period June 8, 1992
(commencement of
investment operations)
through
1 year 5 years November 30, 1999
------ ------- -----------------
<S> <C> <C> <C>
With applicable CDSC (9.61%) (5.00% CDSC) 5.63% (2.00% CDSC) 5.07% (No CDSC)
Without CDSC (5.08%) 5.94% 5.07%
</TABLE>

<TABLE>
<CAPTION>
Class C Shares
--------------
Period June 8, 1992
(commencement of
investment operations)
through
1 year 5 years November 30, 1999
------ ------- -----------------
<S> <C> <C> <C>
With applicable CDSC(s) (5.84%) (1.00% CDSC) 6.02%(r) (No CDSC) 5.12%(r) (No CDSC)
Without CDSC(s) (4.94%) 6.02%(r) 5.12%(r)
</TABLE>

(r) Classes A and C are newer classes of shares. Their performance
information includes returns of the Fund's Class B shares (the oldest
existing fund class) for periods prior to the inception of the newer
classes of shares. The Class B share returns are not restated to
reflect any differences in expenses (such as Rule 12b-1 fees) between
Class B shares and the newer classes of shares. If differences in
expenses were reflected, the returns for periods prior to the inception
of the newer classes of shares would be higher for Class A and the same
for Class C. Class A shares were initially offered on September 1,
1994, Class B shares were initially offered on June 8, 1992, and Class
C shares were initially offered on August 1, 1997.
(s) Performance results reflect any voluntary reimbursement by the Advisor
and/or its affiliates of Fund expenses. Absent this reimbursement
arrangement, performance results would have been lower. See the
prospectus for details.

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

CUSTODIAN
The Chase Manhattan Bank, located at 270 Park Avenue, New York, NY 10017-2070,
is the Fund's custodian. The custodian is responsible for safeguarding the
Fund's cash and securities, receiving and delivering securities and collecting
the Fund's interest and dividends.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, located at 160 Federal Street, Boston, MA
02110-2624, are the Fund's independent accountants, providing audit and tax
return preparation services and assistance and consultation in connection with
the review of various SEC filings. The financial statements incorporated by
reference in this SAI have been so incorporated, and the financial highlights
included in the Prospectus have been so included, in reliance upon the report of
PricewaterhouseCoopers LLP given on the authority of said firm as experts in
accounting and auditing.

<PAGE>

LIBERTY FUNDS TRUST IV

Cross Reference Sheet Pursuant to Rule 481(a)
Colonial Utilities Fund

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

PART B

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

<PAGE>

COLONIAL UTILITIES FUND
A SERIES OF LIBERTY FUNDS TRUST IV
STATEMENT OF ADDITIONAL INFORMATION
APRIL 1, 2000

This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectuses of Colonial
Utilities Fund (Fund). This SAI is not a prospectus and is authorized for
distribution only when accompanied or preceded by a Prospectus of the Fund dated
April 1, 2000. This SAI should be read together with a Prospectus and the Fund's
most recent Annual Report dated November 30, 1999. Investors may obtain a free
copy of a Prospectus and the Annual Report from Liberty Funds Distributor, Inc.
(LFD), One Financial Center, Boston, MA 02111-2621. The financial statements and
Report of Independent Accountants appearing in the November 30, 1999 Annual
Report are incorporated in this SAI by reference.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART 1 PAGE
<S> <C>
Definitions b
Organization and History b
Investment Objectives and Policies b
Fundamental Investment Policies b
Other Investment Policies c
Special Tax Considerations c
Fund Charges and Expenses c
Investment Performance g
Custodian g
Independent Accountants g

PART 2

Miscellaneous Investment Practices 1
Taxes 11
Management of the Funds 14
Determination of Net Asset Value 19
How to Buy Shares 20
Special Purchase Programs/Investor Services 21
Programs for Reducing or Eliminating Sales Charge 22
How to Sell Shares 24
Distributions 26
How to Exchange Shares 26
Suspension of Redemptions 27
Shareholder Liability 27
Shareholder Meetings 27
Performance Measures 27
Appendix I 29
Appendix II 34
</TABLE>

759-16/808A-0300

<PAGE>

PART 1
COLONIAL UTILITIES FUND
STATEMENT OF ADDITIONAL INFORMATION
APRIL 1, 2000

DEFINITIONS

"Trust" Liberty Funds Trust IV

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

ORGANIZATION AND HISTORY

Effective April 1, 1999, the Trust changed its name from Colonial Trust IV to
its current name.

INVESTMENT OBJECTIVE AND POLICIES

The Fund's Prospectus describes its investment goals 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 may be 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 Investment Company Act of 1940 (Act) provides that a "vote of a majority of
the outstanding voting securities" means the affirmative vote of the lesser of
(1) more than 50% of the outstanding shares of the Fund, or (2) 67% or more of
the shares present at a meeting if more than 50% of the outstanding shares are
represented at the meeting in person or by proxy. The following fundamental
investment policies can not be changed without such a vote.

The Fund may:

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. Not issue senior securities except as provided in paragraph 1 above and
to the extent permitted by the 1940 Act.

5. Underwrite securities issued by others only when disposing of portfolio
securities;

<PAGE>

7. Concentrate more than 25% of its total assets in any single industry;
and

8. With respect to 75% of total assets, not purchase any security (other
than obligations of the U.S. Government and cash items including
receivables) if as a result more than 5% of its total assets would then
be invested in securities of a single issuer or purchase the voting
securities of an issuer if, as a result of such purchases, the Fund
would own more than 10% of the outstanding voting shares of such
issuer.

OTHER INVESTMENT POLICIES

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

1. Purchase securities on margin, but it may receive short-term credit to
clear securities transactions and may make initial or maintenance
margin deposits in connection with futures transactions;

2. Have a short securities position, unless the Fund owns, or owns rights
(exercisable without payment) to acquire, an equal amount of such
securities: and

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.

One-hundred percent of the distributions paid by the Fund from investment income
earned in the year ended November 30, 1999, 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 0.64%. The Advisor
has voluntarily agreed to waive its fee so that its actual fee will not exceed
0.60% of average daily net assets on assets in excess of $1 billion.

0.035% annually on the next $950 million
0.025% annually on the next $1 billion
0.015% annually on the next $1 billion
0.001% annually on the excess over $3 billion

Under the Fund's transfer agency and shareholder servicing agreement, the Fund
pays LFS a monthly fee at the annual rate of 0.13% of average daily net assets,
plus certain out-of-pocket expenses.

<PAGE>

RECENT FEES PAID TO THE ADVISOR, LFD AND LFS (dollars in thousands)

<TABLE>
<CAPTION>
Years ended November 30,
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Management fee $7,181 $6,818 $6,459
Bookkeeping fee 388 373 356
Shareholder service and transfer agent fee 2,656 2,431 2,463
12b-1 fees:
Service fee (Classes A, B and C) 2,790 2,657 2,499
Distribution fee (Class B) 5,634 5,332 5,047
Distribution fee (Class C)(a) 24 11 1
</TABLE>

(a) Class C shares were first offered on August 1, 1997.

BROKERAGE COMMISSIONS (dollars in thousands)

<TABLE>
<CAPTION>
Years ended November 30,
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Total commissions $1,070 $678 $ 392
Directed transactions(b) 0 0 49
Commissions on directed transactions 0 0 71
Commissions paid to AlphaTrade 0 29 --
</TABLE>

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

TRUSTEES AND TRUSTEES' FEES

For the fiscal year ended November 30, 1999 and the calendar year ended December
31, 1999, the Trustees received the following compensation for serving as
Trustees (c):

<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, 1999 Calendar Year Ended December 31, 1999(d)
- - ------- ----------------------------------- ----------------------------------------
<S> <C> <C>
Robert J. Birnbaum(e) $4,419 $ 97,000
Tom Bleasdale 4,649(f) 103,000(g)
John V. Carberry(h) N/A N/A
Lora S. Collins 4,374 96,000
James E. Grinnell 4,560 100,000

Richard W. Lowry 4,420 97,000
Salvatore Macera 4,379 95,000
William E. Mayer 4,423 101,000
James L. Moody, Jr. 4,112(i) 91,000(j)
John J. Neuhauser 4,608 101,252

Thomas E. Stitzel 4,379 95,000
Robert L. Sullivan 4,640 104,100
Anne-Lee Verville 4,328(k) 96,000(l)
</TABLE>

(d) At December 31, 1999, the complex consisted of 51 open-end and 10
closed-end management investment portfolios in the Liberty Funds Group
- Boston (Liberty Funds) and 12 open-end management investment
portfolios in the Liberty Variable Investment Trust (LVIT) (together,
the Fund Complex).

(e) Retired as Trustee of the Trust on December 31, 1999.

(f) Includes $2,405 payable in later years as deferred compensation.

(g) Includes $52,000 payable in later years as deferred compensation.

(h) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial Companies, Inc. (Liberty Financial).

<PAGE>

(i) Total compensation of $4,112 for the fiscal year ended November 30,
1999, will be payable in later years as deferred compensation.

(j) Total compensation of $91,000 for the calendar year ended December 31,
1999, will be payable in later years as deferred compensation.

(k) Total compensation of $4,328 for the fiscal year ended November 30,
1999, will be payable in later years as deferred compensation.

(l) Total compensation of $96,000 for the calendar year ended December 31,
1999, will be payable in later years as deferred compensation.

<TABLE>
<CAPTION>
Total Compensation from Liberty All-Star Funds
Trustee for the Calendar Year Ended December 31, 1999(m)
- - ------- ------------------------------------------------
<S> <C>
Robert J. Birnbaum(n) $25,000
John V. Carberry(n)(o) N/A
James E. Grinnell(n) 25,000
Richard W. Lowry(n) 25,000
William E. Mayer(n) 25,000
John J. Neuhauser(n) 25,000
</TABLE>

(m) The Liberty All-Star Funds are advised by Liberty Asset Management
Company (LAMCO). LAMCO is an indirect wholly-owned subsidiary of
Liberty Financial (an intermediate parent of the Advisor).

(n) Elected by the sole Trustee of Liberty Funds Trust IX on December 17,
1998.

(o) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.

OWNERSHIP OF THE FUND

At February 29, 2000, 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 February 29, 2000, the following shareholders owned of record 5% or more of
one or more of each class of the Fund's outstanding shares:

Merrill Lynch, Pierce, Fenner & Smith, Inc., 4800 Deer Lake Drive, East, 3rd
Floor, Jacksonville, FL 32216 (902,446.950 Class A shares (5.61%), 5,028,122.23
Class B shares (15.39%) and 25,989.205 Class C shares (15.28%))

Colonial Counselor Select Income Portfolio, 245 Summer Street, Boston, MA 02111
(20,604.171 Class Z shares (99.75%))

As of record on February 29, 2000, there were 13,651 Class A, 31,247 Class B,
257 Class C and 2 Class Z record holders of the Fund.

<PAGE>
SALES CHARGES (dollars in thousands)

<TABLE>
<CAPTION>
Class A Shares
Years ended November 30,

1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges
on Fund share sales $473 $290 $162
Initial sales charges retained by LFD $ 36 $ 34 $ 19
Aggregate contingent deferred sales charges
(CDSC) on Fund redemptions retained by
LFD $ 1 $ 20 ---
</TABLE>

<TABLE>
<CAPTION>
Class B Shares
Years ended November 30,

1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund
redemptions retained by LFD $647 $842 $2,451
</TABLE>

<TABLE>
<CAPTION>
Class C Shares
Years ended November 30,

1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund
redemptions retained by LFD $1 $1 N/A
</TABLE>

12b-1 PLAN, CDSCS AND CONVERSION OF SHARES

The Fund offers four classes of shares - Class A, Class B, Class C and Class Z.
The Fund may in the future offer other classes of shares. The Trustees have
approved a 12b-1 plan (Plan) pursuant to Rule 12b-1 under the Act. Under the
Plan, the Fund pays LFD monthly a service fee at an annual rate of 0.25% of the
net assets attributed to each class of shares other than Class Z shares. The
Fund also pays LFD 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. LFD may use
the entire amount of such fees to defray the costs of commissions and service
fees paid to financial service firms (FSFs) and for certain other purposes.
Since the distribution fee is payable regardless of the amount of LFD's
expenses, LFD may in some cases realize a profit from the fees. The Plan
authorizes any other payments by the Fund to LFD and its affiliates (including
the Advisor) to the extent that such payments might be construed to be indirect
financing of the distribution of Fund shares.

The Trustees believe the Plan could be a significant factor in the growth and
retention of Fund assets resulting in a more advantageous expense ratio and
increased investment flexibility which could benefit each class of Fund
shareholders. The Plan will continue in effect from year to year so long as
continuance is specifically approved at least annually by a vote of the
Trustees, including the Trustees who are not interested persons of the Trust and
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related to the Plan (Independent Trustees), cast in person at a
meeting called for the purpose of voting on the Plan. The Plan may not be
amended to increase the fee materially without approval by vote of a majority of
the outstanding voting securities of the relevant class of shares and all
material amendments of the Plan must be approved by the Trustees in the manner
provided in the foregoing sentence. The Plan may be terminated at any time by
vote of a majority of the independent Trustees or by vote of a majority of the
outstanding voting securities of the relevant class of shares. The continuance
of the Plan will only be effective if the selection and nomination of the
Trustees who are not interested persons of the Trust 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 a certain number of years after purchase depending on
the program you purchased your shares under. Class C shares are offered at
net asset value and are subject to a 1.00% CDSC on redemptions within one year
after purchase. Class Z shares are offered at net asset value and are not
subject to a CDSC. The CDSCs are described in the Prospectus.

<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 LFD relating to the Fund were:

<TABLE>
<CAPTION>
Year ended November 30, 1999
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Fees to FSFs $874 $3,484 $18
Cost of sales material relating to the Fund (including
Printing and mailing expenses) 36 144 6
Allocated travel, entertainment and other promotional
Expenses (including advertising) 30 119 5
</TABLE>

INVESTMENT PERFORMANCE

The Fund's average annual total returns at November 30, 1999, 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% 7.78% 17.83% 12.41%
Without sales charge 13.15% 18.99% 12.96%
</TABLE>

<TABLE>
<CAPTION>
Class B Shares
1 year 5 years 10 years(p)
------ ------- -----------
<S> <C> <C> <C>
With applicable CDSC 7.32%(5.00% CDSC) 17.90%(2.00% CDSC) 12.33%(No CDSC)
Without CDSC 12.32% 18.11% 12.33%
</TABLE>

<TABLE>
<CAPTION>
Class C Shares
1 year 5 years(p) 10 years(p)
------ ---------- -----------
<S> <C> <C> <C>
With applicable CDSC 11.28%(1.00% CDSC) 18.57%(No CDSC) 12.76%(No CDSC)
Without CDSC 12.28% 18.57% 12.76%
</TABLE>

<TABLE>
<CAPTION>
Class Z Shares
1 year(p) 5 years(p) 10 years(p)
--------- ---------- -----------
<S> <C> <C> <C>
Without CDSC 13.43% 19.05% 12.99%
</TABLE>

(p) Class B, C and Z are newer class shares. Their performance information
includes returns of the Fund's Class A shares (the oldest existing fund
class) for periods prior to the inception dates of the newer class
shares. These Class A share returns are not restated to reflect any
expense differential (such as Rule 12b-1 fees) between Class A shares
and the newer class shares. Had the expense differential been
reflected, the returns for periods prior to the inception date of the
Class B and C shares would have been lower, Class Z shares would be
higher since Class Z shares are not subject to sales charge or service
fees. Class A shares were initially offered on August 3, 1981. Class B
shares were initially offered on May 5, 1992. Class C shares were
initially offered on August 1, 1997. Class Z shares were initially
offered on January 29, 1999.

<PAGE>

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

CUSTODIAN

The Chase Manhattan Bank, located at 270 Park Avenue, New York, NY 10017-2070,
is the Fund's custodian. The custodian is responsible for safeguarding the
Fund's cash and securities, receiving and delivering securities and collecting
the Fund's interest and dividends.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, located at 160 Federal Street, Boston, MA
02110-2624, are the Fund's independent accountants providing audit and tax
return preparation services and assistance and consultation in connection with
the review of various SEC filings. The financial statements incorporated by
reference in this SAI have been so incorporated, and the schedule of financial
highlights included in the Prospectus have been so included, in reliance upon
the report of PricewaterhouseCoopers LLP given on the authority of said firm as
experts in accounting and auditing.

<PAGE>

Part C OTHER INFORMATION

Item 23. Exhibits:

Colonial High Yield Municipal Fund (CHYMF)
Colonial Intermediate Tax-Exempt Fund (CITEF)
Colonial Tax-Exempt Fund (CTEF)
Colonial Tax-Exempt Insured Fund (CTEIF)
Colonial Utilities Fund (CUF)

(a)(1) Amendment No. 4 to the Agreement and Declaration of Trust (5)

(a)(2) Amendment No. 5 to the Agreement and Declaration of Trust (7)

(b) Amended By-Laws (4/1/99) (7)

(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) Distribution Agreement with Liberty Funds Distributor, Inc. -
filed as Exhibit (e)(1) in Part C, Item 23 of Post-Effective
Amendment No. 17 to the Registration Statement on Form N-1A of
Liberty Funds Trust VI (File Nos. 33-45117 and 811-6529),
filed with the Commission on or about May 24, 1999, and is
hereby incorporated by reference and made a part of this
Registration Statement

(e)(2) Appendix 1 to the Distribution Agreement between the
Registrant and Liberty Funds Distributor, Inc. - filed as
Exhibit (e)(2) in Part C, Item 23 of Post-Effective Amendment
No. 60 to the Registration Statement on Form N-1A of Liberty
Funds Trust I (File Nos. 2-41251 and 811-2214), filed with the
Commission on or about March 1, 2000, and is hereby
incorporated by reference and made a part of this Registration
Statement

(e)(3) 12b-1 Implementing Agreement between the Registrant and
Liberty Funds Distributor, Inc. - filed as Exhibit (e)(2) in
Part C, Item 23 of Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A of Liberty Funds Trust VI
(File Nos. 33-45117 and 811-6529), filed with the Commission
on or about May 24, 1999, and is hereby incorporated by
reference and made a part of this Registration Statement

<PAGE>
(e)(4) Appendix 1 to the 12b-1 Plan Implementing Agreement between
the Registrant and Liberty Funds Distributor, Inc. - filed as
Exhibit (e)(4) in Part C, Item 23 of Post-Effective Amendment
No. 60 to the Registration Statement on Form N-1A of Liberty
Funds Trust I (File Nos. 2-41251 and 811-2214), filed with the
Commission on or about March 1, 2000, and is hereby
incorporated by reference and made a part of this Registration
Statement

(e)(5) Form of Selling Agreement - 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 Liberty Funds 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)(6) Form of Asset Retention Agreement - filed as Exhibit 6(d) in
Part C, Item 24(b) of Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A of Liberty Funds Trust VI
(File Nos. 33-45117 and 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
Liberty Funds 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. 11 to Appendix A of Global Custody Agreement
with The Chase Manhattan Bank - filed as Exhibit (g)(2) to
Part C, Item 23 of Post-Effective Amendment No. 60 to the
Registration Statement on Form N-1A of Liberty Funds Trust I
(File Nos. 2-41251 and 811-2214), filed with the Commission on
or about March 1, 2000, 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 Liberty Funds 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. 17 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. 60 to the Registration Statement
on Form N-1A of Liberty Funds Trust I (File Nos. 2-41251 and
811-2214), filed

<PAGE>
with the Commission on or about March 1, 2000, and is hereby
incorporated by reference and made a part of this Registration
Statement

(h)(3) Amendment No. 22 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. 60 to the Registration Statement
on Form N-1A of Liberty Funds Trust I (File Nos. 2-41251 and
811-2214), filed with the Commission on or about March 1,
2000, 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) 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)(5) 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. 60 to the
Registration Statement on Form N-1A of Liberty Funds Trust I
(File Nos. 2-41251 and 811-2214), filed with the Commission on
or about March 1, 2000, 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) Amended and Restated Credit Agreement - filed as Exhibit
(h)(8) in Part C, Item 23 of Post-Effective Amendment No. 110
to the Registration Statement on Form N-1A of Liberty Funds
Trust III (File Nos. 2-15184 & 811-881), filed with the
Commission on or about August 12, 1999, and is hereby
incorporated by reference and made a part of this Registration
Statement

(i) Opinion and Consent of Counsel (with respect to Colonial High
Yield Municipal Fund, Colonial Intermediate Tax-Exempt Fund,
Colonial Tax-Exempt Fund, Colonial Tax-Exempt Insured Fund,
Colonial Municipal Money Market Fund, Colonial Utilities Fund,
Colonial Counselor Select Balanced Portfolio, Colonial
Counselor Select Growth Portfolio and Colonial Counselor
Select Income Portfolio)(8)

(j) Consent of Independent Accountants

(k) Not Applicable

(l) Not Applicable

(m) Rule 12b-1 Distribution Plan - filed as Exhibit (m) in Part C,
Item 23 of Post-Effective Amendment No. 60 to the Registration
Statement on Form N-1A of Liberty Funds Trust I (File Nos.
2-41251 and 811-2214), filed with the Commission on or about
March 1, 2000, and is hereby incorporated by reference and
made a part

<PAGE>
of this Registration Statement

(n) Not applicable

(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. 59 to the Registration Statement
on Form N-1A of Liberty Funds Trust I (File Nos. 2-41251 and
811-2214), filed with the Commission on or about February 18,
2000, and is hereby incorporated by reference and made a part
of this Registration Statement

(p) Code of Ethics of Colonial, the Funds and Liberty Funds
Distributor, Inc.

Power of Attorney for each of 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 (6)

* To be filed by Amendment.

(1) Incorporated by reference to Post-Effective Amendment No. 40
filed on or about July 27, 1995.

(2) Incorporated by reference to Post-Effective Amendment No. 42
filed on March 22, 1996.

(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 9, 1998.

(7) Incorporated by reference to Post-Effective Amendment No. 54
filed on May 26, 1999.

(8) Incorporated by reference to Post-Effective Amendment No. 58
filed on February 18, 2000.

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 (a)(1) hereto.

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 advisor, Colonial Management Associates, Inc.
("Colonial"), is registered as an investment adviser under the Investment
Advisers Act of 1940 ("Advisers Act"). Colonial Advisory Services,
Inc. ("CASI"), an affiliate of Colonial, is also registered as an investment
advisor under the 1940 Act. As of the end of the fiscal year, December
31, 1999, CASI had four institutional, corporate or other accounts under
management or supervision, the total market value of which was approximately
$704 million. As of the end of the fiscal year, December 31, 1999, Colonial
was the investment advisor, sub-advisor and/or administrator to 71
mutual funds, including funds sub-advised by Colonial, the total market value of
which investment companies was approximately $18,589.50 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 1/31/00. Other
directors of investment business, profession, vocation or
investment adviser adviser employment connection Affiliation
- - ------------------ ---------- -------------------------------- -----------
Allard, Laurie V.P.

Archer, Joseph A. V.P.

Ballou, William J. V.P., Liberty Funds Trust I through
Asst. IX Asst. Sec.
Sec., Colonial High Income
Counsel 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.
AlphaTrade Inc. Asst. Clerk
Liberty Funds Distributor,
Inc. Asst. Clerk
Liberty Funds Group LLC Asst. Sec.
Liberty Variable Investment
Trust Asst. Sec.
Liberty All-Star Equity Fund Asst. Sec.
Liberty All-Star Growth Fund,
Inc. Asst. Sec.
Colonial Insured Municipal Fund Asst. Sec
Colonial California Insured
Municipal Fund Asst. Sec
Colonial New York Insured
Municipal Fund Asst. Sec
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund Asst. Sec

Barron, Suzan M. V.P., Liberty Funds Trust I through
Asst. IX Asst. Sec.
Sec., Colonial High Income
Counsel 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.
AlphaTrade Inc. Asst. Clerk
Liberty Funds Distributor,
Inc. Asst. Clerk
Liberty Funds Group LLC Asst. Sec.
Liberty Variable Investment
Trust Asst. Sec.
Liberty All-Star Equity Fund Asst. Sec.
Liberty All-Star Growth Fund,
Inc. Asst. Sec.
Colonial Insured Municipal Fund Asst. Sec
Colonial California Insured
Municipal Fund Asst. Sec
Colonial New York Insured
Municipal Fund Asst. Sec
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund Asst. Sec

Barsketis, Ophelia Sr.V.P. Stein Roe & Farnham Incorporated Snr. V.P.

Berliant, Allan V.P.

Bissonnette,
Michael Sr.V.P.

Boatman, Bonny E. Sr.V.P.; Colonial Advisory Services, Exec. V.P.
IPC Mbr. Inc.
Stein Roe & Farnham
Incorporated Exec. V.P.

Bunten, Walter V.P.

Campbell, Kimberly V.P.

Carnabucci,
Dominick V.P.

Carome, Kevin M. Sr.V.P.; Liberty Funds Distributor,
IPC Mbr. Inc. Assistant Clerk
Liberty Funds Group LLC Sr. V.P.;
General Counsel
Stein Roe & Farnham General Counsel;
Incorporated Secretary
Stein Roe Services, Inc. Asst. Clerk
Liberty-Stein Roe Funds
Investment Trust Exec. V.P.;
Asst. Sec
Liberty-Stein Roe Funds Income
Trust Exec. V.P.;
Asst. Sec
Liberty-Stein Roe Funds
Institutional Trust Exec. V.P.;
Asst. Sec
Liberty-Stein Roe Funds Trust Exec. V.P.;
Asst. Sec
Liberty-Stein Roe Funds
Municipal Trust Exec. V.P.;
Asst. Sec
Liberty-Stein Roe Advisor Trust Exec. V.P.;
Asst. Sec
SR&F Base Trust Exec. V.P.;
Asst. Sec
Stein Roe Variable Investment
Trust Exec. V.P.;
Asst. Sec
Liberty-Stein Roe Advisor
Floating Rate Fund Exec. V.P.;
Asst. Sec
Liberty-Stein Roe Institutional
Floating Rate Income Fund Exec. V.P.;
Asst. Sec
Stein Roe Floating Rate
Limited Liability Company Exec. V.P.;
Asst. Sec

Carroll, Sheila A. Sr.V.P.

Citrone, Frank, Jr. Sr.V.P.

Conlin, Nancy L. Sr. V.P.; Liberty Funds Trust I through
Sec.; Clerk IX Secretary
IPC Mbr.; Colonial High Income
Dir; Gen. Municipal Trust Secretary
Counsel Colonial InterMarket Income
Trust I Secretary
Colonial Intermediate High
Income Fund Secretary
Colonial Investment Grade
Municipal Trust Secretary
Colonial Municipal Income
Trust Secretary
Liberty Funds Distributor,
Inc. Dir.; Clerk
Liberty Funds Services, Inc. Clerk; Dir.
Liberty Funds Group LLC V.P.; Gen.
Counsel and
Secretary
Liberty Variable Investment
Trust Secretary
Colonial Advisory Services,
Inc. Dir.; Clerk
AlphaTrade Inc. Dir.; Clerk
Liberty All-Star Equity Fund Secretary
Liberty All-Star Growth Fund,
Inc. Secretary
Colonial Insured Municipal Fund Secretary
Colonial California Insured
Municipal Fund Secretary
Colonial New York Insured
Municipal Fund Secretary
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund Secretary

Connaughton, V.P. Liberty Funds Trust I through
J. Kevin VIII CAO; Controller
Liberty Variable Investment
Trust CAO; Controller
Colonial High Income
Municipal Trust CAO; Controller
Colonial Intermarket Income
Trust I CAO; Controller
Colonial Intermediate High
Income Fund CAO; Controller
Colonial Investment Grade
Municipal Trust CAO; Controller
Colonial Municipal Income
Trust CAO; Controller
Liberty All-Star Equity Fund Controller
Liberty All-Star Growth Fund,
Inc. Controller
Liberty Funds Trust IX Controller
Colonial Insured Municipal Fund CAO; Controller
Colonial California Insured
Municipal Fund CAO; Controller
Colonial New York Insured
Municipal Fund CAO; Controller
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund CAO; Controller
Liberty-Stein Roe Funds
Investment Trust V.P.; Treasurer
Liberty-Stein Roe Funds Income
Trust V.P.; Treasurer
Liberty-Stein Roe Funds
Institutional Trust V.P.; Treasurer
Liberty-Stein Roe Funds Trust V.P.; Treasurer
Liberty-Stein Roe Funds
Municipal Trust V.P.; Treasurer
Liberty-Stein Roe Advisor Trust V.P.; Treasurer
SR&F Base Trust V.P.; Treasurer
Stein Roe Variable Investment
Trust V.P.; Treasurer
Liberty-Stein Roe Advisor
Floating Rate Fund V.P.; Treasurer
Liberty-Stein Roe Institutional
Floating Rate Income Fund V.P.; Treasurer
Stein Roe Floating Rate
Limited Liability Company V.P.; Treasurer

Daniszewski, V.P.
Joseph J.

Dearborn, James V.P.

Desilets, Marian H. V.P. Liberty Funds Distributor,
Inc. V.P.
Liberty Funds Trust I through
IX Asst. Sec.
Colonial High Income
Municipal Trust Asst. Sec.
Colonial Intermarket Income
Trust I Asst. Sec.
Colonial Intermediate High
Income Fund Asst. Sec.
Colonial Investment Grade
Municipal Trust Asst. Sec.
Colonial Municipal Income
Trust Asst. Sec.
Liberty Variable Investment
Trust Asst. Sec.
Liberty All-Star Equity Fund Asst. Sec.
Liberty All-Star Growth Fund,
Inc. Asst. Sec.
Colonial Insured Municipal Fund Asst. Sec
Colonial California Insured
Municipal Fund Asst. Sec
Colonial New York Insured
Municipal Fund Asst. Sec
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund Asst. Sec

DiSilva-Begley, V.P. Colonial Advisory Services, Compliance
Linda IPC Mbr. Inc. Officer

Eckelman, Marilyn Sr.V.P.

Ericson, Carl C. Sr.V.P. Colonial Intermediate High
IPC Mbr. Income Fund V.P.
Colonial Advisory Services, Pres.; CEO
Inc. and CIO

Evans, C. Frazier Sr.V.P. Liberty Funds Distributor,
Inc. Mng. Director

Finnemore, Sr.V.P. Colonial Advisory Services,
Leslie W. Inc. Sr. V.P.

Franklin, Sr. V.P. AlphaTrade Inc. President
Fred J. IPC Mbr. Liberty Financial Companies, Chief
Inc. Compliance Ofcr;
V.P.

Garrison, V.P. Stein Roe & Farnham
William M. Incorporated V.P.

Gibson, Stephen E. Dir.; Pres.; Liberty Funds Group LLC Dir.;
CEO; Pres.; CEO;
Chairman of Exec. Cmte.
the Board; Mbr.; Chm.
IPC Mbr. Liberty Funds Distributor,
Inc. Dir.; Chm.
Colonial Advisory Services,
Inc. Dir.; Chm.
Liberty Funds Services, Inc. Dir.; Chm.
AlphaTrade Inc. Dir.
Liberty Funds Trust I through
VIII President
Colonial High Income
Municipal Trust President
Colonial InterMarket Income
Trust I President
Colonial Intermediate High
Income Fund President
Colonial Investment Grade
Municipal Trust President
Colonial Municipal Income
Trust President
Stein Roe & Farnham Asst. Chairman;
Incorporated President
Liberty Variable Investment
Trust President
Colonial Insured Municipal Fund President
Colonial California Insured
Municipal Fund President
Colonial New York Insured
Municipal Fund President
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund President
Liberty-Stein Roe Funds
Investment Trust President
Liberty-Stein Roe Funds Income
Trust President
Liberty-Stein Roe Funds
Institutional Trust President
Liberty-Stein Roe Funds Trust President
Liberty-Stein Roe Funds
Municipal Trust President
Liberty-Stein Roe Advisor Trust President
SR&F Base Trust President
Stein Roe Variable Investment
Trust President
Liberty-Stein Roe Advisor
Floating Rate Fund President
Liberty-Stein Roe Institutional
Floating Rate Income Fund President
Stein Roe Floating Rate
Limited Liability Company President

Hansen, Loren A. Sr. V.P.; Stein Roe & Farnham
IPC Mbr. Incorporated Exec. V.P.
Liberty-Stein Roe Funds
Investment Trust Exec. V.P.
Liberty-Stein Roe Funds Income
Trust Exec. V.P.
Liberty-Stein Roe Funds
Institutional Trust Exec. V.P.
Liberty-Stein Roe Funds Trust Exec. V.P.
Liberty-Stein Roe Funds
Municipal Trust Exec. V.P.
Liberty-Stein Roe Advisor Trust Exec. V.P.
SR&F Base Trust Exec. V.P.
Stein Roe Variable Investment
Trust Exec. V.P.
Liberty-Stein Roe Advisor
Floating Rate Fund Exec. V.P.
Liberty-Stein Roe Institutional
Floating Rate Income Fund Exec. V.P.
Stein Roe Floating Rate
Limited Liability Company Exec. V.P.

Harasimowicz, V.P.
Stephen

Hartford, Brian Sr.V.P. Liberty-Stein Roe Funds
Municipal Trust V.P.

Haynie, James P. Sr.V.P. Colonial Advisory Services,
Inc. Sr. V.P.
Stein Roe & Farnham
Incorporated Sr. V.P.

Held, Dorothy V.P.

Hernon, Mary V.P.

Hirschhorn,
Harvey B. Sr. V.P. Stein Roe & Farnham
Incorporated Exec. V.P.

Hounsell, Clare F. V.P. Stein Roe & Farnham
Incorporated V.P.

Iudice, V.P.; Liberty Funds Group LLC Controller,
Philip J., Jr. Controller CAO, Asst.
Asst. Treas.
Treasurer Liberty Funds Distributor, CFO,
Inc. Treasurer
Colonial Advisory Services, Controller;
Inc. Asst. Treas.
AlphaTrade Inc. CFO, Treas.

Jacoby, Timothy J. Sr. V.P.; Liberty Funds Group LLC V.P., Treasr.,
CFO
Liberty Funds Trust I through
VIII Treasr.,CFO
Colonial High Income
Municipal Trust Treasr.,CFO
Colonial InterMarket Income
Trust I Treasr.,CFO
Colonial Intermediate High
Income Fund Treasr.,CFO
Colonial Investment Grade
Municipal Trust Treasr.,CFO
Colonial Municipal Income
Trust Treasr.,CFO
Colonial Advisory Services,
Inc. CFO, Treasr.
Stein Roe & Farnham
Incorporated Snr. V.P.
Liberty Variable Investment
Trust Treasurer, CFO
Liberty All-Star Equity Fund Treasurer
Liberty All-Star Growth Fund,
Inc. Treasurer
Liberty Funds Trust IX Treasurer
Colonial Insured Municipal Fund Treasr.; CFO
Colonial California Insured
Municipal Fund Treasr.; CFO
Colonial New York Insured
Municipal Fund Treasr.; CFO
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund Treasr.; CFO
Liberty-Stein Roe Funds
Investment Trust Senior V.P.
Liberty-Stein Roe Funds Income
Trust Senior V.P.
Liberty-Stein Roe Funds
Institutional Trust Senior V.P.
Liberty-Stein Roe Funds Trust Senior V.P.
Liberty-Stein Roe Funds
Municipal Trust Senior V.P.
Liberty-Stein Roe Advisor Trust Senior V.P.
SR&F Base Trust Senior V.P.
Stein Roe Variable Investment
Trust Senior V.P.
Liberty-Stein Roe Advisor
Floating Rate Fund Senior V.P.
Liberty-Stein Roe Institutional
Floating Rate Income Fund Senior V.P.
Stein Roe Floating Rate
Limited Liability Company Senior V.P.

Jansen, Deborah Sr.V.P. Stein Roe & Farnham
Incorporated Senior V.P.

Jersild, North T. V.P. Stein Roe & Farnham
Incorporated V.P.

Johnson, Gordon V.P.

Kennedy, Michael T. Sr.V.P. Stein Roe & Farnham
Incorporated Sr. V.P.

Knudsen, Gail E. V.P. Liberty Funds Trust I through
IX Asst. Treas.
Colonial High Income
Municipal Trust Asst. Treas.
Colonial InterMarket Income
Trust I Asst. Treas.
Colonial Intermediate High
Income Fund Asst. Treas.
Colonial Investment Grade
Municipal Trust Asst. Treas.
Colonial Municipal Income
Trust Asst. Treas.
Liberty Variable Investment
Trust Asst. Treas.
Liberty All-Star Equity Fund Asst. Treas.
Liberty All-Star Growth Fund,
Inc. Asst. Treas.
Colonial Insured Municipal Fund Asst. Treas.
Colonial California Insured
Municipal Fund Asst. Treas.
Colonial New York Insured
Municipal Fund Asst. Treas.
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund Asst. Treas.
Liberty-Stein Roe Funds
Investment Trust V.P.; Controller
Liberty-Stein Roe Funds Income
Trust V.P.; Controller
Liberty-Stein Roe Funds
Institutional Trust V.P.; Controller
Liberty-Stein Roe Funds Trust V.P.; Controller
Liberty-Stein Roe Funds
Municipal Trust V.P.; Controller
Liberty-Stein Roe Advisor TrustV.P.; Controller
SR&F Base Trust V.P.; Controller
Stein Roe Variable Investment
Trust V.P.; Controller
Liberty-Stein Roe Advisor
Floating Rate Fund V.P.; Controller
Liberty-Stein Roe Institutional
Floating Rate Income Fund V.P.; Controller
Stein Roe Floating Rate
Limited Liability Company V.P.; Controller

Lal, Ishwar V.P.

Lapointe, Thomas V.P.

Lasman, Gary V.P.

Lennon, John E. Sr.V.P. Colonial Advisory Services,
Inc. V.P.

Lenzi, Sharon V.P.

Lessard, Kristen V.P.

Loring, William
C., Jr. Sr.V.P. Liberty-Stein Roe Funds
Municipal Trust V.P.

MacKinnon,
Donald S. Sr.V.P.

Marcus, Harold V.P.

McGrath, Pamela Sr.V.P.;
CFO;
Treasurer

Muldoon, Robert V.P.

Newman, Maureen Sr.V.P. Liberty-Stein Roe Funds
Municipal Trust V.P.
Liberty-Stein Roe Advisor Trust V.P.
SR&F Base Trust V.P.

O'Brien, David Sr.V.P.

Olsheskie, Mark V.P.

Ostrander, Laura Sr.V.P. Colonial Advisory Services,
Inc. V.P.

Palombo, Joseph R. Dir.; Colonial Advisory Services,
Exe.V.P.; Inc. Dir.
IPC Mbr.; Colonial High Income
Municipal Trust V.P.
Colonial InterMarket Income
Trust I V.P.
Colonial Intermediate High
Income Fund V.P.
Colonial Investment Grade
Municipal Trust V.P.
Colonial Municipal Income
Trust V.P.
Liberty Funds Trust I through
IX V.P.
Liberty Funds Services, Inc. Director
Liberty Funds Group LLC CAO; Ex. V.P.
Liberty Funds Distributor,
Inc. Director
AlphaTrade Inc. Director
Stein Roe & Farnham
Incorporated Exec. V.P.
Liberty Variable Investment
Trust V.P.
Liberty All-Star Equity Fund V.P.
Liberty All-Star Growth Fund,
Inc. V.P.
Colonial Insured Municipal Fund V.P.
Colonial California Insured
Municipal Fund V.P.
Colonial New York Insured
Municipal Fund V.P.
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund V.P.

Peishoff, William V.P.

Peterson, Ann T. V.P. Colonial Advisory Services,
Inc. V.P.

Pielech, Mitchell V.P.

Pietropaolo,
Vincent V.P.; Liberty Funds Group LLC Asst. Sec.
Asst.
Sec.;
Counsel

Pope, David V.P.

Quirk, Alison Sr. V.P.

Reading, John V.P.; Liberty Funds Services, Inc. Asst. Clerk
Asst. Liberty Funds Group LLC Asst. Sec.
Sec.; Colonial Advisory Services,
Asst. Inc. Asst. Clerk
Clerk and Liberty Funds Distributor,
Counsel Inc. Asst. Clerk
AlphaTrade Inc. Asst. Clerk
Liberty Funds Trust I through
IX Asst. Sec.
Colonial High Income
Municipal Trust Asst. Sec.
Colonial InterMarket Income
Trust I Asst. Sec.
Colonial Intermediate High
Income Fund Asst. Sec.
Colonial Investment Grade
Municipal Trust Asst. Sec.
Colonial Municipal Income
Trust Asst. Sec.
Liberty Variable Investment
Trust Asst. Sec.
Liberty All-Star Equity Fund Asst. Sec.
Liberty All-Star Growth Fund,
Inc. Asst. Sec.
Colonial Insured Municipal Fund Asst. Sec
Colonial California Insured
Municipal Fund Asst. Sec
Colonial New York Insured
Municipal Fund Asst. Sec
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund Asst. Sec

Rega, Michael V.P. Colonial Advisory Services,
Inc. V.P.

Richards, Scott B. Sr. V.P. Colonial Advisory Services,
Inc. Senior V.P.

Roye, Michael V.P.

Schermerhorn, Scott Sr. V.P.

Seibel, Sandra L. V.P. Colonial Advisory Services,
Inc. V.P.

Shields, Yvonne B. V.P. Stein Roe & Farnham
Incorporated V.P.

Smalley, Gregg V.P.

Spanos, Gregory J. Sr. V.P. Colonial Advisory Services,
Inc. Exec. V.P.

Stevens, Richard V.P. Colonial Advisory Services,
Inc. V.P.

Stoeckle, Mark Sr.V.P. Colonial Advisory Services,
Inc. V.P.

Swayze, Gary Sr.V.P.

Thomas, Ronald V.P.

Turcotte,
Frederick J. V.P. Liberty Funds Services, Inc. V.P.
Liberty Funds Distributor, Inc. V.P.
Colonial Advisory Services,
Inc. V.P.
AlphaTrade Inc. V.P.
Liberty Funds Group LLC V.P.
Liberty Financial Services,
Inc. V.P.
Liberty Financial Companies,
Inc. V.P. and
Managing Dir
of Taxation
LREG, Inc. V.P.
Liberty Newport Holdings,
Limited V.P.
Newport Pacific Management,
Inc. V.P.
Newport Fund Management, Inc. V.P.
Newport Private Equity Asia,
Inc. V.P.
Independent Holdings, Inc. V.P.
IFS Agencies, Inc. V.P.
IFMG Agencies of Maine, Inc. V.P.
IFMG of Oklahoma, Inc. V.P.
IFS Agencies of Alabama, Inc. V.P.
IFS Agencies of New Mexico,
Inc. V.P.
IFS Insurance Agencies of
Ohio, Inc. V.P.
IFS Insurance Agencies of
Texas, Inc. V.P.
Liberty Securities Corporation V.P.
Stein Roe Services, Inc. V.P.
Stein Roe & Farnham
Incorporated V.P.
Stein Roe Futures, Inc. V.P.
Progress Investment Management
Company V.P.
Crabbe Huson Group, Inc. V.P.

Wallace, John R. V.P. Colonial Advisory Services,
Asst.Tres. Inc. Asst. Treas.
Liberty Funds Group LLC Asst. Treas.

Ware, Elizabeth M. V.P.

White, John V.P.

Wiley, Christine V.P.

Wiley, Peter V.P.

- - ------------------------------------------------
*The Principal address of all of the officers and directors of the investment
advisor is One Financial Center, Boston, MA 02111.

Item 27. Principal Underwriter

(a) Liberty Funds Distributor, Inc. (LFDI), a subsidiary of Colonial
Management Associates, Inc., is the Registrant's principal
underwriter. LFDI acts in such capacity for each series of Liberty Funds
Trust I, Liberty Funds Trust II, Liberty Funds Trust III, Liberty Funds
Trust IV, Liberty Funds Trust V, Liberty Funds Trust VI, Liberty Funds
Trust VII, Liberty Funds Trust IX, Liberty Variable Investment Trust,
Liberty-Stein Roe Advisor Trust, Stein Roe Income Trust, Stein Roe
Municipal Trust, Stein Roe Investment Trust, Stein Roe Floating Rate
Income Fund, Stein Roe Institutional Floating Rate Income Fund,
SteinRoe Variable Investment Trust and Stein Roe Trust.

(b) The table below lists each director or officer of the principal
underwriter named in the answer to Item 21.

(1) (2) (3)

Position and Offices Positions and
Name and Principal with Principal Offices with
Business Address* Underwriter Registrant
- - ------------------ ------------------- --------------

Anderson, Judith V.P. None

Babbitt, Debra V.P. and None
Comp. Officer

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

Carroll, Sean V.P. None

Campbell, Patrick V.P. None

Chrzanowski, V.P. None
Daniel

Clapp, Elizabeth A. Managing Director None

Claiborne, Doug V.P. 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

Downey, Christopher V.P. None

Dupree, Robert V.P. None

Emerson, Kim P. Sr. V.P. None

Erickson, Cynthia G. Sr. V.P. None

Evans, C. Frazier Managing Director None

Evitts, Stephen V.P. None

Feldman, David Managing Director None

Fifield, Robert V.P. None

Fragasso, Philip Managing Director None

Gerokoulis, Sr. V.P. None
Stephen A.

Gibson, Stephen E. Director; Chairman President
of the Board

Goldberg, Matthew Sr. V.P. None

Grace, Anthony V.P. None

Guenard, Brian V.P. None

Harrington, Tom Sr. V.P. None

Hodgkins, Joseph Sr. V.P. None

Huennekens, James V.P. None

Hussey, Robert Sr. V.P. None

Iudice, Jr., Philip Treasurer and CFO None

Jones, Cynthia V.P. None

Jones, Jonathan V.P. None

Kelley, Terry M. V.P. None

Kelson, David W. Sr. V.P. None

Lichtenberg, Susyn V.P. None

Lynn, Jerry V.P. None

Marsh, Curtis Sr. V.P. None

Martin, John Sr. V.P. None

Martin, Peter V.P. None

McCombs, Gregory Sr. V.P. None

McKenzie, Mary V.P. None

Menchin, Catherine Sr. V.P. None

Miller, Anthony V.P. None

Moberly, Ann R. Sr. V.P. None

Morse, Jonathan V.P. None

Nickodemus, Paul V.P. None

O'Shea, Kevin Managing Director None

Palombo, Joseph R. Director Vice President

Piken, Keith V.P. None

Place, Jeffrey Managing Director None

Powell, Douglas V.P. None

Quirk, Frank V.P. None

Raftery-Arpino, Linda Sr. V.P. None

Ratto, Gregory V.P. None

Reed, Christopher B. Sr. V.P. None

Riegel, Joyce V.P. None

Robb, Douglas V.P. None

Santosuosso, Louise Sr. V.P. None

Schulman, David Sr. V.P. None

Scully-Power, Adam V.P. None

Shea, Terence V.P. None

Sideropoulos, Lou V.P. None

Sinatra, Peter V.P. None

Smith, Darren V.P. None

Soester, Trisha V.P. None

Studer, Eric V.P. None

Sweeney, Maureen V.P. None

Tambone, James CEO; Co-President None

Tasiopoulos, Lou Co-President None

Torrisi, Susan V.P. None

VanEtten, Keith H. Sr. V.P. None

Warfield, James V.P. None

Wess, Valerie Sr. V.P. None

Young, Deborah V.P. None

- - --------------------------
* The address for each individual is One Financial Center, Boston, MA 02111.

<PAGE>
Item 28. Location of Accounts and Records

Persons maintaining physical possession of accounts, books and other
documents required to be maintained by Section 31(a) of the Investment
Company Act of 1940 and the Rules thereunder include Registrant's
Secretary; Registrant's investment adviser, 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 A and Item 16, Part B

Item 30. Undertakings

Not applicable

<PAGE>
NOTICE

A copy of the Agreement and Declaration of Trust, as amended, of Liberty
Funds 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, Liberty Funds Trust IV,
certifies that it meets all the requirements for effectiveness of the
Registration Statement pursuant to Rule 485(b) and has duly caused this
Post-Effective Amendment No. 59 to its Registration Statement under the
Securities Act of 1933 and Amendment No. 57 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 17th day of March, 2000.

LIBERTY FUNDS 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 March 17, 2000
- - ----------------------- executive officer)
Stephen E. Gibson

/s/ TIMOTHY J. JACOBY Treasurer and Chief March 17, 2000
- - ----------------------- Financial Officer
Timothy J. Jacoby

/s/ J. KEVIN CONNAUGHTON Controller and Chief March 17, 2000
- - -------------------------- Accounting Officer
J. Kevin Connaughton
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C>
TOM BLEASDALE* Trustee
- - --------------------------
Tom Bleasdale

JOHN V. CARBERRY* Trustee
- - --------------------------
John V. Carberry

LORA S. COLLINS* Trustee
- - --------------------------
Lora S. Collins

JAMES E. GRINNELL* Trustee
- - --------------------------
James E. Grinnell

RICHARD W. LOWRY* Trustee */s/ WILLIAM J. BALLOU
- - -------------------------- ----------------------
Richard W. Lowry William J. Ballou
Attorney-in-fact
For each Trustee
SALVATORE MACERA* Trustee March 17, 2000
- - --------------------------
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>
EXHIBIT INDEX

(j) Consent of Independent Accountants

(p) Code of Ethics of Colonial, the Funds and Liberty Funds Distributor,
Inc.

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 59 to the registration statement on Form N-1A (the "Registration
Statement") of our reports dated January 12, 2000, relating to the financial
statements and financial highlights which appear in the November 30, 1999 Annual
Reports to Shareholders of Colonial Tax-Exempt Fund, Colonial Tax-Exempt Insured
Fund, Colonial Intermediate Tax-Exempt Fund, Colonial Utilities Fund and
Colonial High Yield Municipal Fund, which are also incorporated by reference
into the Registration Statement. We also consent to the references to us under
the headings "Financial Highlights" and "Independent Accountants" in such
Registration Statement.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
March 17, 2000

LIBERTY FUNDS GROUP LLC
(FORMERLY THE COLONIAL GROUP, INC.)
THE COLONIAL FUNDS
THE NEWPORT FUNDS
THE STEIN ROE ADVISER FUNDS
THE CRABBE HUSON FUNDS
LIBERTY VARIABLE INVESTMENT TRUST

Code of Ethics
Effective January 1, 1999 (Revised February 15, 2000)

The business units within Liberty Financial Companies have a
long-standing tradition of high ethical standards. We have built our reputation
on our customers' trust and their confidence in our professional standards and
abilities. We will always put the interests of our investors above our own. Our
Code of Ethics represents not only our obligations under the laws that govern
our business, but also our moral commitment to the investors who have entrusted
their assets to us.

This Code of Ethics establishes rules for personal securities
transactions by officers, directors and employees (and certain of their family
members) of the LFG Companies to ensure (i) that any personal transactions do
not interfere with portfolio transactions for any of the investment companies
the LFG Companies advise or service, or LFG's other advisory clients, and (ii)
that LFG employees do not take inappropriate advantage of their relationship to
LFG and its investment company and advisory clients.

Every year LFG requires every employee to acknowledge receiving the
Code of Ethics and to agree to comply with the Code as a condition of
employment.

If any questions arise concerning the meaning or interpretation of this
Code, an employee must consult the Investment Compliance Officer, who will
consult legal counsel as needed.

The Code uses many defined terms, set in boldface type. The Definitions
in Section I explain these defined terms.

I. DEFINITIONS

Access Person: A director of Colonial Management Associates, Inc.
(CMA), Colonial Advisory Services,
Inc. (CASI), Liberty Funds Distributor, Inc.
(LFDI), Liberty Funds Services, Inc.
(LFSI), AlphaTrade Inc. (ATI), or Liberty Funds
Group LLC (LFG), but excluding (i) any
director designated as an "access person" by
Liberty Asset Management Co. (LAMCO),
Liberty Advisory Services Corporation (LASC), or
Stein Roe & Farnham, Inc. (SRF) and
(ii) any director excluded, in writing, by the
Chief Compliance Officer, with the
approval of the General Counsel of Liberty Financial
Companies (LFC).

Each officer of CMA or CASI.

An officer of LFDI, LFSI, ATI or LFG who, in
connection with his or her regular duties knows or
has access to information about the purchase or sale
of a Security by a Fund or a Fund Adviser.

<PAGE>

An Employee in the CMA Investment Department or the
CMA Fund Administration Department, who in connection
with his or her regular duties knows or has access to
information about the purchase or sale of a Security
by a Fund or Fund Adviser.

A director or trustee of any Fund who is a director,
officer or employee of Liberty Mutual Insurance Group
or any of its affiliates or subsidiaries, including
Liberty Financial Companies, Inc. or LFG.

Any person, not a Employee, who is a director,
officer or employee of any Fund Adviser or
sub-adviser, provided that such person shall not be
considered an Access Person if:

(i) such Fund Adviser or sub-adviser has
adopted a code of ethics complying
with Rule 17j-1 under the Investment
Company Act of 1940 (an "Affiliate
Code");

(ii) such person's personal securities
transactions are governed by that
Affiliate Code;

(iii) such Fund Adviser or sub-adviser has
agreed to inform the Trustees of the
Funds and the Chief Compliance
Officer (A) promptly in writing of
any changes to that Affiliate Code,
and (B) at least quarterly of any
violations of that Affiliate Code
and any action taken in response to
each such violation; and

(iv) the Trustees agree to consider such
Affiliate Code as a code of ethics
of the Funds governing such person.

Accounts over which an Employee has
No Direct or Indirect Influence or Control:

A trust or account holding Securities of which an
Employee (or a member of his or her immediate family)
has Beneficial Ownership but in which such Employee
(or family member) has no direct or indirect control
or influence over the selection of investments.

Asset Group Head:

The Employee in charge of Equity Investments
(including all subdivisions of Equity Investments),
Fixed Income Investments or Tax-Exempt Investments.

<PAGE>

Beneficial Ownership:

A direct or indirect financial interest in an
investment giving a person the opportunity directly
or indirectly to participate in the risks and rewards
of a transaction, by written or unwritten
understanding, regardless of the actual owner of
record. Securities in which an Employee may have
Beneficial Ownership include, but are not limited to:

(1) Securities owned by a spouse, by or for
minor children or by relatives of the
Employee or his/her spouse who live in
his/her home, including Securities in trusts
of which such persons are beneficiaries
(other than Securities in a trust over which
neither the Employee nor the beneficial
owner has any Direct or Indirect Influence
or Control over investments, provided that
the Compliance Officer has approved such
trust arrangement in writing).
(2) A proportionate interest in Securities held
by a partnership of which the Employee is a
general partner;
(3) Securities for which an Employee has a right
to dividends that is separated or separable
from the underlying securities;
(4) Securities that an Employee has a right to
acquire through the exercise or conversion
of another Security; and
(5) Securities held in accounts from which an
Employee receives a performance-related fee
based on less than one year's performance.

Chief Compliance Officer: The Chief Compliance Officer of LFC.

Compliance Officer: The Fund Adviser Compliance Officer who
administers the Code of Ethics and is responsible for
reviewing transactions and holding reports. He/she
reports to the Chief Compliance Officer. In the
Compliance Officer's absence, the Chief Compliance
Officer shall act for him/her. In the absence of
both, CMA's General Counsel or his/her designee shall
act for them.

Derivative: Every financial arrangement whose value is linked to,
or derived from, fluctuations in the prices of stock,
bonds, currencies or other assets. Derivatives
include but are not limited to futures, forward
contracts, options and swaps on interest rates,
currencies and stocks.

Disinterested Trustee:

A person whose only affiliation with the Funds or
LFC is as trustee of an investment
company advised or administered by any LFC company.
[Note: Disinterested Trustees may own shares of
the Funds, but may not own shares of LFC.]

Employee: Any director, officer or employee of LFG, including
temporary or part-time employees and employees on
short-term disability or leave of absence.
Independent contractors and their employees providing
services to LFG, if designated by the Compliance
Officer, shall be treated as Employees under this
Code.

<PAGE>

Fund: Any investment company or investment account that (i)
a Fund Adviser manages or advises; or (ii) for which
an affiliate of LFG is the distributor of shares, or
(iii) for which an affiliate of LFG provides other
services (which may include administrative services).

Fund Adviser: CMA, CASI, LAMCO (only with respect to LVIT
All-Star Fund, Variable Series), LASC,
Newport Fund Management, Inc. (NFM), Crabbe
Huson Group, Inc (CHG), or Stein Roe &
Farnham (only with respect to the Stein Roe Adviser
Funds)

LFG: Liberty Funds Group LLC (formerly The Colonial
Group, Inc.) and all of its direct or
indirect subsidiaries, and any successor entity to
LFG or any subsidiary.

Material Nonpublic Information, also called "Inside Information"
[Insider Trading Policy] [See Attachment A]

Personal Account:

Any holding of Securities by an Employee for which
such Employee has, or would have by reason of a
transaction, Beneficial Ownership. NOTE: a "Personal
Account" is not limited to securities accounts
maintained at a brokerage firm, but also includes
securities owned directly by an Employee.

Portfolio Person: An Access Person who is a CMA Asset Group
Head or a Fund portfolio manager, securities analyst
or trader. Any person providing administrative or
clerical assistance to a Portfolio Person is also
considered a Portfolio Person unless specifically
excluded in writing by the Compliance Officer with
approval of the Chief Compliance Officer.

Reporting Person:

An officer of LFDI, LFSI, ATI or LFG who is not an
Access Person, unless specifically excluded, in
writing, by the Chief Compliance Officer, with the
approval of the CMA General Counsel.

An Employee in the CMA Investment Department and the
CMA Fund Accounting Department who is not an Access
Person, unless specifically excluded in writing by
the Compliance Officer with approval of the Chief
Compliance Officer.

Security: Any type of equity or debt instrument and any
rights relating thereto, such as
derivatives, warrants and convertible securities.
Shares of all closed-end investment companies,
including those in the Funds, are
included in the definition of Security.

Unless otherwise noted, Security does not include:

<PAGE>

U.S. Government Securities;
Commercial paper, certificates of deposit, repurchase
agreements, bankers' acceptances, or any other money
market instruments; Commodities; Derivatives related
to excluded investments; and Shares of open-end
registered investment companies, including those in
the Funds.

U.S. Government Securities:

All securities issued by the U.S. government;
Indirect obligations of its agencies and instrumentalities
(for instance, obligations of GNMA, FNMA, FHLCC, or FLHBs)
having less than one year to maturity, and, Derivatives
related to the obligations specified in (1) and (2).
NOTE that the definition of U.S. Government
Securities in this Code of Ethics is more limited
than the definition customarily used by the Funds
when investing their portfolios.

II. PROHIBITED ACTIVITIES

A. No Employee shall engage in any Security transaction, activity
or relationship that creates or has the appearance of creating
a conflict of interest (financial or other) between the
Employee and LFG or any Fund. Each Employee shall always place
the financial and business interests of LFG and its clients
(including the Funds) before his or her own personal,
financial or business interests.

B. No Employee shall:
- - - employ any device, scheme or artifice to defraud a Fund;
- - - engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon a Fund; or
- - - engage in any fraudulent, deceptive or manipulative practice with
respect to a Fund.

C. No Employee shall purchase or sell, directly or indirectly,
any Security for any Personal Account, the account of a Fund
or of LFG, or any other account, while in possession of
Material Nonpublic Information concerning that Security or the
issuer without the prior written approval of the CMA General
Counsel, which approval shall specifically determine that no
misuse of inside information is likely to occur with respect
to such Material Nonpublic Information.

D. No Employee shall recommend or cause a Fund or LFG to take
action or refrain from taking action for the Employee's own
personal benefit.

E. (1) No Employee shall purchase or sell any Security
for any Personal Account if he or she knows such
Security is being purchased or sold for any Fund or
LFG or is being actively considered for purchase or
sale by any Fund or LFG.

<PAGE>

(2) LFG shall not purchase or sell any Security for its
own account if the Employee making such purchase or
sale knows such Security is being purchased or sold
for any Fund or is being actively considered for
purchase or sale by any Fund.

F. No Employee shall purchase a Security for any Personal Account
in an Initial Public Offering (IPO) unless the Employee has a
right to purchase the Security based on a preexisting status
as a policyholder or depositor.

G. No Access Person or Reporting Person shall maintain a
brokerage account for any Personal Account that holds
Securities unless that person (i) notifies the Compliance
Officer that he/she has established such account and (ii)
arranges to have duplicate confirmations and periodic
statements showing all account activity forwarded to the
Compliance Officer.

NOTE: Employees of LFDI are subject to SEC/NASD
reporting requirements for brokerage accounts that
are more stringent than this Section, and must comply
with those requirements in addition to those set out
in this Code.

H. No Employee shall use any Derivative to evade the restrictions of
this Code of Ethics.

I. No Employee shall use any subterfuge to evade the restrictions
of this Code of Ethics.

J. No Employee shall be a director of a publicly traded company
other than Liberty Financial Companies, Inc. without prior
written approval of the Chief Compliance Officer, which
approval generally will not be granted.

K. No Access Person shall make investments for any Personal
Account in any investment club without prior written approval
from the Compliance Officer; if approval is granted, an Access
Person shall be deemed to have Beneficial Ownership of all
securities owned by the investment club.

L. No Access Person may purchase a Security for any Personal
Account in a private offering without prior written approval
of the Compliance Officer and, for CMA, the appropriate Asset
Group Head. In considering whether to grant such approval, the
Compliance Officer and Asset Group Head will consider several
factors, including but not limited to:
(1) whether the investment opportunity should be reserved
for a Fund; and
(2) whether the opportunity is being offered to the Access
Person by virtue of his or her position with the Fund
or LFG.

Before approval is granted, the Compliance Officer and, for
CMA, the appropriate Asset Group Head or his/her designee must
also consider whether a Fund should invest in such Security or
in another Security issued by the same issuer. In such
circumstances, the Compliance Officer, and for CMA, the
appropriate Asset Group Head, will conduct a review by
investment personnel with no interest in the issuer prior to a
purchase on behalf of a Fund.

<PAGE>

M. Outside the scope of his/her employment, no Access Person may
offer investment advice or manage any person's portfolio in
which he or she does not have Beneficial Ownership without
prior written approval from the Compliance Officer.

N. No Portfolio Person may profit from the purchase and sale or
sale and purchase of the same (or equivalent) Securities in a
Personal Account within 60 calendar days. Any resulting
profits may be disgorged as instructed by the Compliance
Officer.
NOTE 1: Portfolio Persons are reminded that their
personal trading must not be detrimental to the Funds
and that no personal trades may be structured so as
to profit from the market effect of any Fund
portfolio transaction. Personal trades must be
consistent with the normal investment practices of
the individual involved and reflect an investment,
rather than a trading, outlook.
NOTE 2: The 60-day
restriction does not apply to the exercise of options
to purchase shares of Liberty Financial Companies,
Inc. and the immediate sale of the same or identical
shares, including so-called "cashless exercise"
transactions.

O. No Portfolio Person may buy or sell a Security for any Personal
Account within seven calendar days before or after a Fund that
he or she manages, or provides information or advice to, or
executes investment decisions for, trades in that Security. Any
related profits from such transaction may be disgorged as
instructed by the Compliance Officer.
NOTE 1: The seven-day restriction DOES NOT APPLY to
securities of issuers having a market capitalization
of $5 billion or more at the time of the transaction;
however, a Portfolio Person must preclear these
trades as with any other personal trade.
NOTE 2: In
interpreting this provision, the Compliance Officer
shall be guided by the then-current CMA
organizational structure in determining the
relationship between a Portfolio Person and a Fund.

P. No Employee shall, directly or indirectly, in connection with
any purchase or sale of securities to or from a Fund or LFG,
accept or receive from a third party any compensation or gift,
or any other item of more than de minimis value. An Employee
shall refer all questions regarding the permissibility of
accepting items of more than de minimis value to the Compliance
Officer.

NOTE: This requirement of the Code of Ethics
shall supersede any less stringent
requirement of the NASD Conduct Rules.

Q. No Disinterested Trustee may buy or sell any Security,
directly or indirectly, for any Personal Account if at the
time of the transaction he or she knows that a Fund is
considering or executing a transaction in the same Security,
except:
(1) purchases pursuant to a dividend reinvestment
program or purchases based upon
preexisting status as a policy holder or depositor;
(2) purchases of Securities through the exercise of
rights that have been issued as part of a pro rata
issue to all holders of such Securities and the sale
of such rights;

<PAGE>

(3) transactions that are non-volitional, including any
sale out of a brokerage account resulting from a bona
fide margin call as long as collateral was not
withdrawn from such account within 10 days prior to
the call;
(4) transactions for an account over which the
Disinterested Trustee has No Direct or Indirect
Influence or Control; and
(5) transactions previously approved in writing by the
Compliance Officer that have been determined not to
be harmful to any Fund because of the size of the
market in the Security.

A Disinterested Trustee who knows that a Fund is buying or
selling a Security and who trades in that Security within 15
days of the Fund's transaction must report his/her trade to
the Compliance Officer within 10 days after the end of the
calendar quarter in which his/her trade occurs.

III. PRE-CLEARING PERSONAL TRADES

LFG permits Employees to trade for their Personal Account if such
trading complies with this Code of Ethics and does not conflict with
the management of any Fund or private account advised or administered
by LFG. All LFG Access Persons must follow the pre-clearance procedures
set forth below. They have been designed to allow pre-clearing of
trades in an orderly manner. Please note that since procedures can
never cover every contingency, each LFG Employee must always remember
that our foremost responsibility is to act in the best interests of
Fund shareholders and advisory clients.

Pre-Clearance Procedures and Standards

A. Each Access Person must pre-clear personal transactions in
Securities. Pre-clearance begins with completing the Personal
Securities Transaction Pre-Clearance Form (see Attachment B).
Please provide the name of the Security you wish to purchase
or sell, not just the corresponding ticker symbol.

For proposed personal transactions in a Security in an asset
group in which a Access Person serves, the trade will be
cleared if no LFG Fund bought or sold such securities during
the preceding seven calendar days. If a LFG Fund buys or sells
the Security within seven days after the execution of a
personal transaction of an Access Person in that Security,
that individual may be required to reverse the trade and
disgorge any profits. (See NOTE 1 to Section II.O above
exempting transactions in securities of large-capitalization
issuers from this restriction.)

B. The Compliance Officer will notify an Access Person who
requests a pre-clearance whether or not a trade is cleared (by
telephone and in writing or by e-mail). The Access Person may
trade as soon as he/she receives clearance.

C. An Access Person must submit a pre-clearance request for each
securities trade; a request received after 3 PM may be held
until the next business day. A CLEARANCE IS EFFECTIVE ONLY
DURING THE BUSINESS DAY IT IS ISSUED. If you decide not to
purchase or sell a security on the day LFG pre-clears the
trade, you must repeat the pre-clearance process on the day
you wish to make the trade.

<PAGE>

D. Each Employee shall pre-clear through the Compliance Officer,
in writing, any transaction in shares of a closed-end Fund
(other than reinvestment of distributions).

E. The following transactions are excluded from the pre-clearing
requirement:
(1) Purchase(s) pursuant to a dividend reinvestment
program (DRIP) or purchase(s) based upon preexisting
status as a policyholder or depositor;
(2) Purchase(s) of a Security through the exercise of
rights issued to the Employee as part of a pro rata
issue to all holders of such Securities and the sale
of such rights;
(3) Transactions that are non-volitional, including any
sale out of a brokerage account resulting from a bona
fide margin call so long as collateral was not
withdrawn within 10 calendar days prior to the call;
(4) Transactions for an account previously approved in
writing by the Compliance Officer over which the
Access Person has No Direct or Indirect Influence or
Control; and
(5) Transactions previously approved in writing by the
Compliance Officer that have been determined not to
conflict with the interests of any Fund because of
the volume of trading in the Security; and
(6) Transactions in U.S. Government Securities, as
defined in this Code of Ethics, and other securities
excluded from the definition of Security as above.

IV. Reporting Requirements

A. Each year each Employee must complete and file a form of
acknowledgment stating that he/she has received and reviewed,
and will comply with, this Code of Ethics.

The Compliance Officer will notify each Employee of his/her
status as an Access Person or a Reporting Person, as
applicable: (i) upon employment, (ii) at least annually, and
(iii) when the Employee's job title or responsibilities so
change as to affect his/her status.

B. Each Access Person and Reporting Person shall notify the CMA
Compliance Department each time he/she opens a brokerage
account that may be used to transact business in Securities.
The CMA Compliance Department shall instruct the appropriate
firm to provide duplicate confirmations and periodic
statements showing all purchases and sales of Securities to:

Colonial Management Associates, Inc.
One Financial Center
Boston, Massachusetts 02111
Attention: Compliance Department

Although the CMA Compliance Department will instruct the firm
to provide duplicate confirmations and periodic statements, it
remains the responsibility of the person who opens the account
to see that the firm sends the required confirmations or
statements to LFG.

<PAGE>

C. Each Access Person and Reporting Person shall file with the
Compliance Officer (except the Compliance Officer and the
Chief Compliance Officer, who will file the report with LFC's
General Counsel), within ten calendar days after the end of
each calendar quarter (March 31, June 30, September 30,
December 31) a report, listing each Security transaction
(including those exempt from the pre-clearance requirements)
effected during the quarter for any Personal

Account. Each quarterly report shall also identify and
provide the dates during the quarter on which an account
dealing in Securities was established in which the person
making the report has a beneficial interest.

D. Each Disinterested Trustee shall file with the Compliance
Officer within ten calendar days after the end of each quarter
(March 31, June 30, September 30 and December 31) a report,
listing each Security transaction effected during the quarter
in any Personal Account which at the time of the transaction
the Trustee knew or, in the ordinary course of fulfilling his
or her official duties as a Trustee should have known, that
during the 15 days prior to or after the transaction any Fund
is or was considering or executing a transaction in the same
security.
NOTE: Unlike Access Persons, Disinterested Trustees
are not required to file reports for calendar
quarters in which they have made (i) no transactions
in a Security, or (ii) no transactions described in
this subsection. A report is required only for a
quarter in which one or more Security transactions
involving knowledge of a Fund's portfolio activity
has occurred.

E. No Access Person may become a member of a creditors committee
for any issuer of securities. If it is necessary for any Fund
Adviser to become a member of a creditors committee, senior
management of that Fund Adviser shall request LFC's General
Counsel to designate a lawyer representing the appropriate LFC
company (who shall be advised not to transmit information to
any Access Person) to sit on the committee. The designated
lawyer shall maintain all documents from the creditor
committee containing information that may be considered Inside
Information in secure storage.

F. Any Employee who becomes aware of any person trading on or
communicating Inside Information (or contemplating such
actions) must inform the Chief Compliance Officer and CMA's
General Counsel.

G. Any Employee who becomes aware of any person violating this
Code of Ethics must inform the Chief Compliance Officer and
CMA's General Counsel.

H. At least annually, LFG (on behalf of itself and its
subsidiaries, including CMA) and each Fund Adviser other
than CMA shall provide the Funds' Board of Trustees with
a written report describing issues arising under the Code
of Ethics and related procedures that govern LFG and
the Fund Advisers. This report shall include (i) information
about material violations of the Code of Ethics or procedures
during the previous year and (ii) any sanctions imposed
because of such violations. Each year, LFG and each Fund
Adviser shall certify and report to the Funds'
Board of Trustees that each has adopted procedures
reasonably designed to detect and prevent
violations of the Code of Ethics.

<PAGE>

I. Effective March 1, 2000, each new Employee who is designated
as an Access Person upon employment, and each current Employee
not an Access Person who is subsequently designated as one,
shall file with the Compliance Officer within 10 days after
such designation an Initial Holdings Report on the prescribed
form listing all Securities he or she beneficially owns.

V. Enforcement

A. Review

The Compliance Officer shall review reports filed under the
Code of Ethics to determine whether any violation of this Code
of Ethics may have occurred.

B. Investigation

The Chief Compliance Officer, acting at the direction of the
LFC General Counsel, shall investigate any alleged violation
of the Code of Ethics. An Employee allegedly involved in a
violation of the Code of Ethics may be required to deliver to
LFC's General Counsel or his/her designee all documentation
related to any Personal Account or any Securities for which
the Employee has Beneficial Ownership for all years requested.
Failure to comply will result in termination.

C. Sanctions

In determining the sanctions to be imposed for a violation of
this Code of Ethics, LFG may consider any factors deemed
relevant, including but not limited:
(1) the degree of willfulness of the violation;
(2) the severity of the violation;
(1) the extent, if any to which an Employee profited or
benefited from the violation; (4) the adverse effect, if any,
of the violation on a Fund, on LFG or any client of LFG; (5)
any history of prior violations of the Code; (6) the extent to
which the employee voluntarily disclosed the violation and./or
cooperated in any investigation of the violation.

LFG may impose any sanctions it deems appropriate, such as:
(1) Disgorgement of profits;
(2) Fines;
(3) Letter of reprimand;
(4) Suspension or termination of employment;
(5) Such other actions as the Chief Executive Officer or
Board of Directors of LFG or the Board of Trustees of
the Funds (exclusive of the violating individual),
shall determine.

<PAGE>

All violations of the Code of Ethics and any sanctions imposed shall be
reported to the Board of Trustees of the Funds and any regulatory
agency requiring such reporting, and may be recorded in the Employee's
personnel record.

D. Legal Penalties for Misuse of Inside Information
Civil penalties up to three times the profit gained or loss
avoided;
Disgorgement of profits;
Injunctions, including being banned from securities industry;
Criminal penalties up to $1 million;
Jail sentences.

VI. TRANSITION PROVISIONS

Liberty Financial Companies is currently integrating the management,
servicing and distribution functions of its subsidiary companies that
support the LFG, Newport, Stein Roe Advisor, and Crabbe Huson Groups of
investment companies and the Liberty Variable Investment Trust. During
this transition period, it may be necessary to amend the provisions of
this Code temporarily, or to include in or exclude from its coverage
certain employees of LFC and its subsidiaries (including LFG).
Accordingly, the Chief Compliance Officer, with the concurrence of
counsel for any affected Fund and LFC's General Counsel, is authorized
to make temporary amendments to this Code, or to designate certain
individuals or groups of employees of LFC subsidiaries as covered by or
excluded from the provisions of this Code. This temporary authority
granted to the Chief Compliance Officer shall continue through
September 30, 2000.

<PAGE>

LIST OF ATTACHMENTS

ATTACHMENT A
Insider Trading Policy

ATTACHMENT B
PERSONAL SECURITIES TRANSACTION
PRE-CLEARANCE FORM

ATTACHMENT C
ACCESS PERSON/REPORTING PERSON
QUARTERLY PERSONAL SECURITIES TRANSACTION REPORT

<PAGE>

ATTACHMENT A
LIBERTY FUNDS GROUP, INC.
INSIDER TRADING POLICY

Material information:

a. Is information a reasonable investor would consider important
in an investment decision; or
b. Is that which is reasonably likely to have a significant
effect on the price of the company's securities;
c. Includes, but is not limited to dividend changes, earnings
estimate, changes from previously released earnings estimates,
proposed mergers or acquisitions, purchases or sales of
material assets, significant new products or discoveries,
litigation, investigation, liquidity difficulties and
management changes.

Nonpublic information:

Is that which has not yet been effectively communicated to the public
through an SEC filing or widely distributed news release.

Misuse of Inside Information:

Unlawful inside trading occurs when there is a duty not to "take
advantage" of Material Nonpublic Information. Questions as to whether a
duty exists should be referred to the LFC General Counsel. Corporate
insiders have such a duty and they include officers, directors,
employees and other temporary insiders having special confidential
relationships with a corporation.

Temporary insiders may include investment bankers, accounting firms,
consulting firms, law firms, banks and the employees of such
organizations. Certain people who are not insiders also have a duty not
to take advantage of inside information. Included in this category is
any individual who misappropriates Material Nonpublic Information in
violation of a duty owed to the corporation or some other entity.
Finally, tippees who receive Material Nonpublic Information from an
insider or misappropriation have a duty not to trade while in
possession of that information if they knew or should have known that
the information was provided by the tipper for an improper purpose or
in breach of a duty owed by the tipper.

<PAGE>

ATTACHMENT B
COLONIAL MANAGEMENT ASSOCIATES, INC.
PERSONAL SECURITIES TRANSACTION PRE-CLEARANCE FORM

I. To Be Completed By Access Person

Name: _____________________ Date: ____________________________
Department: ___________________ Supervisor: ______________________
Name of Account Owner: ___________________ Relationship to Access Person:_____

Issuer of Security Symbol Buy/Sell Quantity

======================= ============ =========== =============
- - ----------------------- ------------ ----------- -------------

I confirm that the above transaction(s) does not constitute a conflict of
interest or bear any material economic relationship with securities held or
about to be held by any of the LFG Funds.
Employee Signature: ____________________________________

II. To Be Completed By Reviewers

________ There are no open orders, partially filled orders or
transactions completed by any LFG Fund in these securities or,
if an option, in the underlying securities.

________ There are open orders or partially filled orders by a LFG Fund
in these securities or, if an option, in the underlying
securities.

Open or Unfilled Orders: _________________________________________________

Have any LFG Funds bought or sold the security in the past seven calendar days?

Yes____________ No____________
(Date of Trade(s):__________________________________)

- - ------------------------------------ ------------------------------
Director of Equity Systems (or Designee) or Head Trader (Tax-Exempt or
Taxables) (or Designee).

Investment Department Compliance Officer or Designee: ________________________
Date: ________________________

<PAGE>

ATTACHMENT C

LIBERTY FUNDS GROUP, INC.

ACCESS/PORTFOLIO/REPORTING PERSON
QUARTERLY PERSONAL SECURITIES TRANSACTION REPORT

Name: FIRST LAST
STATUS:
For Quarter Ended: [Date]

You must report your personal securities transactions NO MORE THAN 10
CALENDAR DAYS after the end of each calendar quarter. Complete this form and
return it to Linda DiSilva (12th Floor) in the Compliance Department no later
than [Date]. Please report chronologically, all transactions in which you have
any direct or indirect beneficial ownership. "Indirect beneficial ownership"
includes shares held in the name of (1) your spouse; (2) your minor children;
(3) your adult children and any relative who lives in your home; (4) any nominee
or other person if you can reacquire title now or in the future.
DO NOT REPORT transactions (1) in an account over which you have no
direct or indirect influence or control; (2) in U.S. Government Securities,
commercial paper, certificates of deposit, repurchase agreements, bankers'
acceptances, and any other money market instruments, and (3) in all open-end
mutual funds (including the Liberty Funds).
DO REPORT transactions in all other securities (including shares of
Liberty Financial Companies, Inc.)

<TABLE>
<CAPTION>
If you have no transactionS to report please write "none" and sign below.
<S> <C> <C> <C> <C> <C>
- - --------------- ----------------- ---------------- ----------------- ---------------------------------- ----------------------
Trade Date Buy/Sell No. of Shares Price per share Name and description of security Broker/dealer/
Bank
- - --------------- ----------------- ---------------- ----------------- ---------------------------------- ----------------------
- - --------------- ----------------- ---------------- ----------------- ---------------------------------- ----------------------

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

</TABLE>

Signature Date