COLONIAL NEWPORT TIGER CUB FUND
COLONIAL NEWPORT JAPAN FUND
Supplement to Prospectus dated June 3, 1996
(Replacing Supplement dated September 12, 1996)
The following is hereby added immediately prior to the paragraph entitled
"Shareholder Services" under the caption HOW TO BUY SHARES:
Class A shares of the Fund may also be purchased at net asset value by (i)
investment advisers or financial planners who have entered into agreements with
the Distributor (or who maintain a master account with a broker or agent that
has entered into such an agreement) and who charge a management, consulting or
other fee for their services; and clients of such investment advisers or
financial planners who place trades for their own accounts if the accounts are
linked to the master account of such investment adviser or financial planner on
the books and records of the broker or agent; and (ii) retirement and deferred
compensation plans and trusts used to fund those plans, including, but not
limited to, those defined in Section 401(a), 403(b), or 457 of the Internal
Revenue Code and "rabbi trusts," where the plans are administered by firms that
have entered into agreements with the Distributor or the Transfer Agent.
Investors may be charged a fee if they effect transactions in Fund shares
through a broker or agent.
The third paragraph under the caption HOW TO BUY SHARES is revised in its
entirety as follows:
The Fund also offers Class Z shares which are offered through a separate
Prospectus only to (i) certain institutions (including certain insurance
companies and banks investing for their own account, trusts, endowment funds,
foundations and investment companies) and defined benefit retirement plans
investing a minimum of $5 million in the Fund and (ii) the Adviser and its
affiliates. Class Z shares have no initial or contingent deferred sales charge
and no Rule 12b-1 fee. Otherwise, Class Z share expenses are the same as for
Classes A, B and D shares. Class Z shares may be exchanged at net asset value
for the Class A shares of any other Colonial fund.
D-896C-1096 October 25, 1996
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