COLONIAL TRUST II /
497, 1997-07-02
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                      COLONIAL GOVERNMENT MONEY MARKET FUND

                Supplement to Prospectus dated December 27, 1996

Recently,  the Fund's  Trustees  approved a name  change for the Fund's  Class D
shares and eliminated the Class D share initial sales charge.  The Fund's "Class
D" shares have been renamed as "Class C" shares and any  reference in the Fund's
Prospectus to "Class D" shares is now a reference to "Class C" shares. Except as
described below, the other features of Class D shares remain unchanged.

In connection  with this change,  the "Maximum  Sales Charge" under  Shareholder
Transaction Expenses on Page 2 is deleted, "Maximum Initial Sales Charge Imposed
on a Purchase"  is reduced to 0.00%,  and  "Maximum  Contingent  Deferred  Sales
Charge" is increased to 1.00%. Purchases of $1,000,000 or more must be for Class
A shares.

The Fund's Annual Operating Expenses and Example are revised as follows:

                                          Class C
 Management fee                              0.30%
12b-1 fees                                   0.40*
Other expenses                               0.40
                                             ----
Total operating expenses                     1.10%
                                             ====
* The Distributor has voluntarily agreed to waive a portion of the Class C share
Rule 12b-1  distribution  fee so that it will not  exceed  0.15%  annually.  The
Distributor  may  terminate  the fee  waiver  at any  time  without  shareholder
approval. See "12b-1 Plans." Absent such fee waiver, the "12b-1 fees" would have
been 1.00% and the "Total operating expenses" would have been 1.70%.

The Fund's  Example,  as it relates to  cumulative  expenses  attributable  to a
hypothetical  $1,000  investment  in the Fund's  Class C shares for the  periods
specified,  assuming a 5% annual return and, unless otherwise noted,  redemption
at period end, is revised as follows:

                              Class C
Period:               (6)                 (7)
1 year              $  21                $  11
3 years                35                   35
5 years                61                   61
10 years              134                  134
If the  Distributor  had not  agreed  to waive a  portion  of the  Class C share
distribution fee, amounts for Class C shares in the Example would be as follows:

                              Class C
Period:               (6)                 (7)
1 year              $  27                $  17
3 years                54                   54
5 years                92                   92
10 years              201                  201
(6)  Assumes redemption at period end.
(7)  Assumes no redemption.

The two paragraphs following the subcaption Class D Shares under the caption How
to Buy Shares are revised in their entirety as follows:

Class C Shares. Class C shares are offered at net asset value and are subject to
a 0.75% annual distribution fee; the Distributor has voluntarily agreed to waive
the  distribution  fee so that it does not  exceed  0.15%.  This  waiver  may be
eliminated  at any time without  shareholder  approval.  Class C shares also are
subject to a 1.00%  contingent  deferred sales charge on redemptions made within
one year after the end of the month in which the purchase was accepted.

The Distributor pays financial  service firms an initial  commission of 1.00% on
Class C share purchases and an ongoing  commission of 0.10% annually  commencing
after the shares  purchased have been  outstanding for one year.  Payment of the
ongoing  commission is  conditioned  on receipt by the  Distributor of the 0.15%
annual  distribution  fee referred to above.  The  commission  may be reduced or
eliminated if the distribution fee paid by the Fund is reduced or eliminated for
any reason.

Effective  August 15, 1997,  each Fund's Class C share  exchange  policy will be
modified  to  permit  only one  "roundtrip"  exchange  per  three-month  period,
measured from the date of the initial  purchase.  For example,  an exchange from
Fund A to Fund B and back to Fund A would be  permitted  only once  during  each
three-month period.

MM-36/799D-0697                                                   July 1, 1997




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