COLONIAL TRUST V
497, 1997-11-07
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May 30, 1997, Revised November 7, 1997

COLONIAL CALIFORNIA
TAX-EXEMPT FUND

COLONIAL CONNECTICUT
TAX-EXEMPT FUND

COLONIAL FLORIDA
TAX-EXEMPT FUND

COLONIAL MASSACHUSETTS
TAX-EXEMPT FUND

COLONIAL MICHIGAN
TAX-EXEMPT FUND

COLONIAL MINNESOTA
TAX-EXEMPT FUND

COLONIAL NEW YORK
TAX-EXEMPT FUND

COLONIAL NORTH CAROLINA
TAX-EXEMPT FUND

COLONIAL OHIO
TAX-EXEMPT FUND

PROSPECTUS

BEFORE YOU INVEST

Colonial Management  Associates,  Inc. (Adviser) and your full-service financial
adviser  want you to  understand  both the risks  and  benefits  of mutual  fund
investing.

While  mutual  funds  offer  significant  opportunities  and are  professionally
managed,  they also carry risks  including  possible loss of  principal.  Unlike
savings  accounts and  certificates of deposit,  mutual funds are not insured or
guaranteed by any financial institution or government agency.

Please consult your full-service financial adviser to determine how investing in
one of these  mutual  funds may suit your unique  needs,  time  horizon and risk
tolerance.

Each of Colonial  California  Tax-Exempt Fund, Colonial  Connecticut  Tax-Exempt
Fund, Colonial Florida Tax-Exempt Fund, Colonial Massachusetts  Tax-Exempt Fund,
Colonial Michigan Tax-Exempt Fund, Colonial Minnesota  Tax-Exempt Fund, Colonial
New York Tax-Exempt Fund,  Colonial North Carolina  Tax-Exempt Fund and Colonial
Ohio Tax-Exempt Fund (each a Fund and collectively, the Funds) is a portfolio of
Colonial Trust V (Trust), an open-end management  investment company.  Each Fund
seeks as high a level of after-tax  total return as is  consistent  with prudent
risk, by pursuing  current  income exempt from federal and its state's  personal
income tax (if any) and opportunities for

                                                                SP-01/277E-1097

long-term  appreciation from a portfolio  primarily invested in investment grade
municipal  bonds.  The Florida and  Michigan  Funds'  shares are  intended to be
exempt from their  respective  states'  intangibles  tax.  Each Fund (except the
California Fund) is  non-diversified.  The Funds are managed by the Adviser,  an
investment adviser since 1931.

This Prospectus  explains concisely what you should know before investing in the
Funds.  Read it  carefully  and retain it for future  reference.  More  detailed
information  about  each Fund is in the May 30,  1997,  revised  August 1, 1997,
Statement of Additional Information which has been filed with the Securities and
Exchange  Commission and is obtainable  free of charge by calling the Adviser at
1-800-426-3750.  The  Statement of Additional  Information  is  incorporated  by
reference in (which means it is considered to be a part of) this Prospectus.

Each Fund  offers  three  classes of shares.  Class A shares are  offered at net
asset value plus a sales charge imposed at the time of purchase;  Class B shares
are offered at net asset value and are subject to an annual distribution fee and
a declining  contingent  deferred  sales charge on  redemptions  made within six
years after purchase;  and Class C shares are offered at net asset value and are
subject to an annual  distribution fee and a contingent deferred sales charge on
redemptions  made within one year after purchase.  Class B shares  automatically
convert  to Class A shares  after  approximately  eight  years.  See "How to Buy
Shares."

Contents                                            Page
Summary of Expenses                                   2
The Funds' Financial History                          6
The Funds' Investment Objective                      21
How the Funds Pursue Their Objective
  and Certain Risk Factors                           21
How the Funds Measure Their Performance              25
How the Funds are Managed                            25
How the Funds Value Their Shares                     26
Distributions and Taxes                              26
How to Buy Shares                                    26
How to Sell Shares                                   28
How to Exchange Shares                               28
Telephone Transactions                               29
12b-1 Plan                                           29
Organization and History                             29
Appendix                                             29

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

      NOT FDIC-INSURED        MAY LOSE VALUE
                              NO BANK GUARANTEE

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

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE SECURITIES AND EXCHANGE  COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.


<PAGE>

SUMMARY OF EXPENSES
Expenses are one of several  factors to consider when  investing in a Fund.  The
following  tables  summarize  your  maximum  transaction  costs and your  annual
expenses for an  investment  in each Class of each Fund's  shares.  See "How the
Funds are Managed" and "12b-1 Plan" for more complete descriptions of the Funds'
various costs and expenses.
<TABLE>
<CAPTION>
Shareholder Transaction Expenses(1)(2)
                                                                                    Class A            Class B            Class C
<S>                                                                                  <C>                <C>                <C> 
Maximum Initial Sales Charge Imposed on a Purchase (as a % of offering               4.75%              0.00%(5)           0.00%(5)
   price)(3)
Maximum Contingent Deferred Sales Charge (as a % of offering price)(3)               1.00%(4)           5.00%              1.00%
</TABLE>

(1)  For  accounts  less than $1,000 an annual fee of $10 may be  deducted.  See
     "How to Buy Shares."

(2)  Redemption  proceeds  exceeding  $1,000 sent via federal funds wire will be
     subject to a $7.50 charge per transaction.

(3)  Does not apply to reinvested distributions.

(4)  Only with  respect to any portion of  purchases of $1 million to $5 million
     redeemed within  approximately  18 months after  purchase.  See "How to Buy
     Shares."

(5)  Because of the  distribution  fee applicable to Class B and Class C shares,
     long-term Class B and Class C shareholders  may pay more in aggregate sales
     charges than the maximum  initial  sales  charge  permitted by the National
     Association of Securities Dealers, Inc. However, because the Class B shares
     automatically  convert to Class A shares after  approximately 8 years, this
     is less  likely for Class B shares  than for a class  without a  conversion
     feature.

Annual Operating Expenses (as a % of average net assets)(6)
<TABLE>
<CAPTION>

                                  California                        Connecticut                           Florida

                        Class A     Class B     Class C    Class A     Class B    Class C    Class A     Class B       Class C
<S>                      <C>          <C>        <C>        <C>         <C>         <C>       <C>          <C>          <C>
Management fee
(after waiver)           0.51%        0.51%      0.51%      0.20%       0.20%       0.20%     0.07%        0.07%        0.07%
12b-1 fees(7)(8)         0.14         0.89       0.59       0.14        0.89        0.59      0.16         0.91         0.61
Other expenses
(after waiver)           0.23         0.23       0.23       0.25        0.25        0.25      0.33         0.33         0.33
                         ----         ----       ----       ----        ----        ----      ----         ----         ----
Total operating
expenses (9)             0.88%        1.63%      1.33%      0.59%       1.34%       1.04%     0.56%        1.31%        1.01%
                         ====         ====       ====       ====        ====        ====      ====         ====         ====

                                Massachusetts                         Michigan                           Minnesota
                        Class A     Class B     Class C    Class A     Class B    Class C    Class A     Class B       Class C
<S>                      <C>          <C>        <C>       <C>         <C>         <C>       <C>          <C>          <C>  
Management fee
(after waiver)           0.51%        0.51       0.51%     0.40%       0.40%       0.40%     0.38%        0.38%        0.38%
12b-1 fees(7)(8)         0.15         0.90       0.60      0.14        0.89        0.59      0.15         0.90         0.60
Other expenses
(after waiver)           0.24         0.24       0.24      0.35        0.35        0.35      0.37         0.37         0.37
                         ----         ----       ----      ----        ----        ----      ----         ----         ----
Total operating
expenses (9)             0.90%        1.65%      1.35%     0.89%       1.64%       1.34%     0.90%        1.65%        1.35%
                         ====         ====       ====      ====        ====        ====      ====         ====         ====

                                   New York                        North Carolina                           Ohio
                        Class A      Class B     Class C   Class A     Class B    Class C    Class A     Class B       Class C
<S>                      <C>          <C>         <C>        <C>        <C>         <C>       <C>          <C>          <C>
Management fee
(after waiver)           0.22%        0.22%       0.22%      0.00%      0.00%       0.00%     0.47%        0.47%        0.47%
12b-1 fees(7)(8)         0.15         0.90        0.60       0.15       0.90        0.60      0.13         0.88         0.58
Other expenses
(after waiver)           0.28         0.28        0.28       0.30       0.30        0.30      0.28         0.28         0.28
                         ----         ----        ----       ----       ----        ----      ----         ----         ----
Total operating
expenses(9)              0.65%        1.40%       1.10%      0.45%      1.20%       0.90%     0.88%        1.63%        1.33%
                         ====         ====        ====       ====       ====        ====      ====         ====         ====

<PAGE>

Without voluntary fee waivers/expense  limits that the  Adviser/Distributor  may
discontinue at anytime, Annual Operating Expenses would be:

                            California              Connecticut                            Florida                 Massachusetts
                              Class C      Class A     Class B     Class C      Class A    Class B    Class C         Class C
<S>                            <C>          <C>         <C>         <C>         <C>         <C>         <C>             <C> 
Management fee                 0.51%        0.51%       0.51%       0.51%       0.51%       0.51%       0.51%           0.51%
12b-1 fees(7)                  0.89         0.14        0.89        0.89        0.16        0.91        0.91            0.91
Other expenses                 0.23         0.25        0.25        0.25        0.33        0.33        0.33            0.24
                               ----         ----        ----        ----        ----        ----        ----            ----
Total operating expenses       1.63%        0.90%       1.65%       1.65%       1.00%       1.75%       1.75%           1.65%
                               ====         ====        ====        ====        ====        ====        ====            ====

                                       Michigan                          Minnesota                            New York
                             Class A     Class B    Class C    Class A     Class B     Class C     Class A      Class B     Class C
<S>                           <C>        <C>        <C>         <C>         <C>        <C>          <C>          <C>          <C> 
Management fee                0.51%      0.51%      0.51%       0.51%       0.51%      0.51%        0.51%        0.51%        0.51%
12b-1 fees(7)                 0.14       0.89       0.89        0.15        0.90       0.90         0.15         0.90         0.90
Other expenses                0.36       0.36       0.36        0.37        0.37       0.37         0.28         0.28         0.28
                              ----       ----       ----        ----        ----       ----         ----         ----         ----
Total operating expenses      1.01%      1.76%      1.76%       1.03%       1.78%      1.78%        0.94%        1.69%        1.69%
                              ====       ====       ====        ====        ====       ====         ====         ====         ====

                                             North Carolina                                             Ohio
                              Class A          Class B           Class C            Class A            Class B            Class C
<S>                             <C>             <C>                <C>               <C>                <C>                <C>
Management fee                  0.51%           0.51%              0.51%             0.51%              0.51%              0.51%
12b-1 fees(7)                   0.15            0.90               0.90              0.13               0.88               0.88
Other expenses                  0.45            0.45               0.45              0.28               0.28               0.28
                                ----            ----               ----              ----               ----               ----
Total operating expenses        1.11%           1.86%              1.86%             0.92%              1.67%              1.67%
                                ====            ====               ====              ====               ====               ====
</TABLE>

Example
The  following  Example  shows  the  cumulative   expenses   attributable  to  a
hypothetical  $1,000  investment  in each  Class of  shares of each Fund for the
periods  specified,  assuming a 5% annual return,  and, unless  otherwise noted,
redemption at period end. The 5% return and expenses used in the Example  should
not be considered indicative of actual or expected Fund performance or expenses,
both of which will vary.
<TABLE>
<CAPTION>

                                        California                                              Connecticut
                Class A              Class B                  Class C          Class A            Class B              Class C
Period:                         (10)             (11)     (10)       (11)                     (10)     (11)       (10)        (11)
<S>              <C>          <C>            <C>         <C>       <C>           <C>        <C>        <C>        <C>        <C> 
1 year           $ 56         $ 67           $ 17        $ 24      $ 14          $53        $ 64       $ 14       $ 21       $  11
3 years            74           81             51          42(13)    42           66          72         42         33(13)      33
5 years            94          109             89          73        73           79          93         73         57          57
10 years          151          173(12)        173(12)     160       160          118         141(12)    141(12)    127         127

                                     Florida                                           Massachusetts
                Class A              Class B         Class C          Class A             Class B              Class C
Period:                        (10)      (11)     (10)     (11)                   (10)            (11)      (10)       (11)
<S>              <C>          <C>       <C>       <C>       <C>         <C>       <C>            <C>        <C>        <C>
1 year           $ 53         $ 63      $ 13      $20       $10         $56       $ 67           $ 17       $ 24       $14
3 years            65           72        42       32(13)    32          75         82             52         43(13)    43
5 years            77           92        72       56        56          95        110             90         74        74
10 years          114          137(12)   137(12)  124       124         153        175(12)        175(12)    162       162
              
                                            Michigan                                                    Minnesota
                    Class A              Class B              Class C            Class A              Class B         Class C
Period:                             (10)           (11)     (10)     (11)                    (10)       (11)      (10)       (11)
<S>                   <C>          <C>            <C>       <C>      <C>          <C>       <C>        <C>       <C>        <C> 
1 year                $ 56         $ 67           $ 17      $24      $14          $ 56      $ 67       $ 17      $ 24       $ 14
3 years                 75           82             52       42(12)   42            75        82         52        43(13)     43
5 years                 94          109             89       73       73            95       110         90        74         74
10 years               152          174(12)        174(12)  161      161           153       175(12)    175(12)   162        162

<PAGE>

                                            New York                                        North Carolina
                Class A            Class B               Class C            Class A             Class B               Class C
Period:                        (10)         (11)       (10)     (11)                       (10)        (11)       (10)       (11)
<S>              <C>          <C>           <C>        <C>       <C>         <C>          <C>          <C>        <C>        <C>
1 year           $ 54         $ 64          $ 14       $21       $11         $ 52         $ 62         $ 12       $ 19       $  9
3 years            67           74            44        35(13)    35           61           68           38         29(13)     29
5 years            82           97            77        61        61           72           86           66         50         50
10 years          125          147(12)       147(12)   134       134          101          125(12)      125(12)    111        111

<PAGE>

                                             Ohio
                    Class A             Class B                 Class C
Period:                            (10)          (11)       (10)      (11)
<S>                  <C>          <C>            <C>       <C>        <C>
1 year               $ 56         $ 67           $17       $ 24       $ 14
3 years                74           81            51         42(13)     42
5 years                94          109            89         73         73
10 years              151          173(12)       173(12)    160        160

Without voluntary fee waivers/expense  limits that the  Adviser/Distributor  may
discontinue at any time, the amounts in the Example would be:

                           California                              Connecticut                                    Massachusetts
                             Class C           Class A               Class B                  Class C                Class C
Period:                 (10)        (11)                       (10)            (11)       (10)       (11)         (10)        (11)
<S>                   <C>          <C>            <C>          <C>             <C>       <C>          <C>        <C>          <C>
1 year                $ 27         $  17          $56          $ 67            $17       $ 27         $ 17       $ 27         $ 17
3 years                 51(13)        51           75            82             52         52(13)       52         52(13)       52
5 years                 89            89           95           110             90         90           90         90           90
10 years               193           193          153           175(12)        175(12)    195          195        195          195

                                           Florida                                                 Michigan
                    Class A              Class B                 Class C        Class A             Class B           Class C
Period:                              (10)          (11)     (10)      (11)                      (10)      (11)    (10)       (11)
<S>                   <C>          <C>            <C>        <C>       <C>         <C>         <C>      <C>        <C>        <C>
1 year                $ 57         $ 68           $ 18       $28       $18         $57         $ 68     $ 18       $28        $18
3 years                 78           85             55        55(13)    55          78           85       55        55(13)     55
5 years                100          115             95        95        95         101          115       95        95         95
10 years               164          186(12)        186(12)   206       206         165          188(12)  188(12)   207        207

                                    Minnesota                                                   New York
               Class A              Class B              Class C           Class A              Class B             Class C
Period:                      (10)          (11)       (10)     (11)                       (10)          (11)      (10)     (11)
<S>             <C>          <C>           <C>        <C>      <C>          <C>          <C>            <C>       <C>      <C>
1 year          $ 58         $ 68          $ 18       $28      $18          $ 57         $ 67           $17       $27      $17
3 years           79           86            56        56(13)   56            76           83            53        53(13)   53
5 years          102         116             96        96       96            96          112            92        92       92
10 years         167         190(12)        190(12)   209      209           157          180(12)       180(12)   200      200

<PAGE>

                                 North Carolina                                              Ohio
              Class A            Class B               Class C         Class A              Class B               Class C
Period:                     (10)          (11)      (10)      (11)                     (10)          (11)      (10)        (11)
<S>            <C>         <C>            <C>       <C>       <C>        <C>           <C>           <C>      <C>         <C>
1 year         $ 58        $ 69           $ 19      $29       $19        $ 56          $67           $17      $ 27        $ 17
3 years          81          88             58       58(13)    58          75           83            53        53(13)      53
5 years         106         121            101      101       101          96          111            91        91          91
10 years        176         198(12)        198(12)  218       218         155          178(12)       178(12)   198         198
</TABLE>

<PAGE>

(6)     Amounts  shown  (before  voluntary  fee  waivers/expense  limits  by the
        Adviser) are based on expenses  during the fiscal year ended January 31,
        1997.

(7)     The 12b-1 service fee rate will fluctuate but will not exceed 0.25%.

(8)     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  0.45%
        annually.  The  Distributor  may  terminate  the fee  waiver at any time
        without shareholder approval. See "12b-1 Plan."

(9)     Effective  August 1, 1995, the Adviser agreed to waive its fees and bear
        expenses  (exclusive  of 12b-1 fees,  brokerage  commissions,  interest,
        taxes and  extraordinary  expenses,  if any) to the extent such expenses
        would otherwise exceed the following  annual  percentages of average net
        assets:
<TABLE>
<CAPTION>
                                                                   Massachusetts
                                                                     Michigan
                                                                     Minnesota
     California           Connecticut            Florida               Ohio               New York           North Carolina
         <C>                  <C>                  <C>                  <C>                  <C>                  <C>   
         0.80%                0.45%                0.40%                0.75%                0.50%                0.30%
</TABLE>

(10) Assumes redemption at period end.

(11) Assumes no redemption at period end.

(12) Class B shares automatically  convert to Class A shares after approximately
     8 years; therefore years 9 and 10 reflect Class A share expenses.

(13) Class  C  shares  do not  incur  a  contingent  deferred  sales  charge  on
     redemptions made after one year.


<PAGE>

THE FUNDS' FINANCIAL HISTORY
The  following  schedules  of  financial  highlights  for  a  share  outstanding
throughout each period have been audited by Price  Waterhouse  LLP,  independent
accountants.  Their  unqualified  reports are included in the Funds' 1997 Annual
Reports and are  incorporated  by reference  into the  Statement  of  Additional
Information. No Class C shares were outstanding during the periods shown.

<TABLE>
<CAPTION>
                                                                        CALIFORNIA
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                  Year ended January 31
- -----------------------------------------------------------------------------------------------------------------------------------
                                             1997                     1996                      1995                  1994
                                             ----                     ----                      ----                  ----
                                    Class A      Class B      Class A     Class B       Class A    Class B    Class A     Class B
                                    -------      -------      -------     -------       -------    -------    -------     -------
<S>                                <C>          <C>          <C>         <C>           <C>         <C>        <C>        <C>     
Net asset value - Beginning 
 of period                           $7.540       $7.540       $6.870      $6.870        $7.660     $7.660      $7.350     $7.350
                                    -------      -------      -------     -------       -------    -------    -------     -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(a)              0.386        0.331        0.388       0.334         0.413      0.360       0.434      0.378
Net realized and unrealized 
 gain (loss)                         (0.173)      (0.173)       0.671       0.671        (0.791)    (0.791)      0.315      0.315
                                    -------      -------      -------     -------       -------    -------     -------    -------
  Total from Investment Operations    0.213        0.158        1.059       1.005        (0.378)    (0.431)      0.749      0.693
                                    -------      -------      -------     -------       -------     -------    -------     -------
LESS DISTRIBUTIONS DECLARED TO 
 SHAREHOLDERS:
From net investment income           (0.383)      (0.328)      (0.389)     (0.335)       (0.412)    (0.359)     (0.439)    (0.383)
                                    -------      -------      -------     -------       -------    -------    -------     -------
Net asset value - End of period      $7.370       $7.370       $7.540      $7.540        $6.870     $6.870      $7.660     $7.660
                                    -------      -------      -------     -------       -------    -------    -------     -------
Total return(b)(c)                    2.98%        2.21%       15.78%      14.94%       (4.83)%    (5.55)%      10.44%      9.63%
                                    -------      -------      -------     -------       -------    -------    -------     -------
RATIOS TO AVERAGE NET ASSETS
Expenses                              0.88%(d)     1.63%(d)     0.89%(d)    1.64%(d)      0.77%      1.52%       0.75%      1.50%
Net investment income                 5.23%(d)     4.48%(d)     5.33%(d)    4.58%(d)      5.91%      5.16%       5.73%      4.98%
Fees and expenses waived or 
  borne by the Adviser                  ---(d)       ---(d)     0.01%(d)    0.01%(d)      0.06%      0.06%       0.08%      0.08%
Portfolio turnover                      25%          25%          47%         47%           47%        47%         17%        17%
Net assets at end of period (000)  $264,053     $100,873     $304,581    $106,925      $301,912    $98,975    $379,987   $104,578
- -----------------------------------
(a) Net of fees and expenses 
    waived or borne by the Adviser
    which amounted to                $   --     $   --         $0.001      $0.001        $0.004     $0.004      $0.006     $0.006
</TABLE>
(b) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.
(c) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.
(d) The benefits derived from custody credits and directed brokerage
    arrangements had no impact. Prior years' ratios are net of benefits
    received, if any.
                                     5

<PAGE>

<TABLE>
<CAPTION>


                                                                                   CALIFORNIA (CONTINUED)
                              -------------------      ----------------------------------------------------------------------------
                                 Two months ended
                                    January 31                                     Year ended November 30
                              --------------------     ----------------------------------------------------------------------------
                                     1993(b)                    1992            1991          1990      1989        1988      1987
                                     ------                     ----            ----          ----      ----        ----      ----
                              Class A      Class B      Class A    Class B(c)  Class A     Class A    Class A    Class A   Class A
                              -------      -------      -------    -------     -------     -------    -------    -------   -------
<S>                         <C>          <C>         <C>         <C>        <C>          <C>       <C>         <C>       <C>     
Net asset value - 
 Beginning of period           $7.270      $7.270       $7.150     $7.410      $6.940       $7.010    $6.850      $6.530  $7.490
                              -------      -------      -------    -------     -------     -------    -------    -------  -------
INCOME FROM INVESTMENT 
 OPERATIONS:
Net investment income(a)        0.076       0.067        0.467      0.143       0.473        0.490     0.480       0.497   0.515
Net realized and unrealized 
 gain (loss)                    0.081       0.081        0.109     (0.151)      0.211       (0.065)    0.160       0.316  (0.950)
                              -------      -------      -------    -------     -------     -------    -------    -------  -------
      Total from Investment 
        Operations              0.157       0.148        0.576     (0.008)      0.684        0.425     0.640       0.813  (0.435)
                              -------      -------      -------    -------     -------     -------    -------    -------  -------
LESS DISTRIBUTIONS DECLARED
 TO SHAREHOLDERS:
From net investment income     (0.077)     (0.068)      (0.456)    (0.132)     (0.473)      (0.492)   (0.480)     (0.493) (0.514)
From net realized gains           ---         ---          ---        ---         ---          ---       ---         ---  (0.002)
                              
From capital paid in              ---         ---          ---        ---      (0.001) (d)  (0.003)       ---        ---  (0.009)(i)
   Total Distributions        -------      -------      -------    -------     -------     -------    -------     -------   -------
    Declared to Shareholders      ---         ---       (0.456)    (0.132)     (0.474)      (0.495)   (0.480)     (0.493) (0.525)
Net asset value -             -------      -------      -------    -------     -------     -------    -------     ------- -------
 End of period                 $7.350      $7.350       $7.270     $7.270      $7.150       $6.940    $7.010      $6.850  $6.530
                              -------      -------      -------    -------     -------     -------    -------    -------   -------
Total return (e)(f)             8.70% (g)   1.01% (g)    8.27%      1.94%(g)   10.18%        6.30%     9.61%      12.74%  (6.02)%
                              -------      -------      -------    -------     -------     -------    -------    -------  -------
RATIOS TO AVERAGE 
 NET ASSETS:
Expenses                        0.65% (h)   1.40% (h)    0.71%      1.46%(h)    0.80%        0.70%     0.95%       0.66%   0.52%
Net investment income           6.29% (h)   5.54% (h)    6.44%      5.69%(h)    6.69%        7.02%     6.87%       7.28%   7.33%
Fees and expenses waived 
  or borne by the Adviser       0.21% (h)   0.21% (h)    0.13%      0.13%(h)    0.05%        0.15%     0.15%       0.49%   0.63%
Portfolio turnover                19% (h)     19% (h)      19%        12%         11%          22%       40%        106%     94%
Net assets at end of 
 period (000)               $337,409     $33,819     $324,012    $22,797    $295,459     $221,519  $155,514    $133,317  $113,774
- --------------------------------------
(a) Net of fees and expenses 
    waived or borne by the 
    Adviser which amounted to $0.002      $0.002       $0.010     $0.010      $0.003       $0.010    $0.011      $0.033   $0.044
</TABLE>
(b) The Fund changed its fiscal year end from November 30 to January 31 in 1992.
(c) Class B shares were initially offered on August 4, 1992. Per share amounts
    reflect activity from that date.
(d) Because of differences between book and tax basis accounting there was no
    return of capital for federal income tax purposes.
(e) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.
(f) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.
(g) Not annualized.
(h) Annualized.
(i) Represents a return of capital for book purposes only.


                                        6

<PAGE>

<TABLE>
<CAPTION>
                                                                  CONNECTICUT
                           --------------------------------------------------------------------------------------------------------
                                                                                    
                                                             Year ended January 31  

                           --------------------------------------------------------------------------------------------------------
                                      1997                         1996                        1995      
                                      ----                         ----                        ----      
                            Class A        Class B        Class A        Class B       Class A       Class B  
                            -------        -------        -------        -------       -------       -------  
<S>                        <C>            <C>            <C>            <C>           <C>           <C>       
Net asset value -                                                                                             
 Beginning of period        $7.630         $7.630         $7.080         $7.080        $7.890        $7.890   
                            -------        -------        -------        -------       -------       -------  
INCOME FROM INVESTMENT                                                                                        
 OPERATIONS:                                                                                                  
Net investment income(a)     0.393          0.338          0.400          0.345         0.418         0.363   
Net realized and unrealized                                                                                   
 gain (loss)                (0.141)        (0.141)         0.552          0.552        (0.809)       (0.809)  
                            -------        -------        -------        -------       -------       -------  
   Total from Investment                                                                                      
    Operations               0.252          0.197          0.952          0.897        (0.391)       (0.446)  
                            -------        -------        -------        -------       -------       -------  
LESS DISTRIBUTIONS DECLARED                                                                                   
 TO SHAREHOLDERS:                                                                                             
From net investment income  (0.392)        (0.337)        (0.402)        (0.347)       (0.418)       (0.363)  
In excess of net investment                                                                                   
 income                        ---            ---            ---            ---           ---           ---   
From net realized gains        ---            ---            ---            ---        (0.001)       (0.001)  
In excess of net realized                                                                                     
 gains                         ---            ---            ---            ---           ---           ---   
                            -------        -------        -------        -------       -------       -------  
  Total from Distributions                                                                                    
   Declared to Shareholders (0.392)        (0.337)        (0.402)        (0.347)       (0.419)       (0.364)  
                            -------        -------        -------        -------       -------       -------  
Net asset value -                                                                                             
 End of period              $7.490         $7.490         $7.630         $7.630        $7.080        $7.080   
                            -------        -------        -------        -------       -------       -------  
Total return(d)(e)           3.48%          2.71%         13.77%         12.93%       (4.85)%       (5.57)%   
                            -------        -------        -------        -------       -------       -------  
RATIOS TO AVERAGE NET ASSETS                                                                                  
Expenses                     0.59%(g)       1.34%(g)       0.51%(g)       1.25%(g)      0.32%         1.07%   
Net investment income        5.28%(g)       4.53%(g)       5.42%(g)       4.68%(g)      5.81%         5.06%   
Fees and expenses waived                                                                                      
 or borne by the Adviser     0.31%(g)       0.31%(g)       0.42%(g)       0.42%(g)      0.55%         0.55%   
Portfolio turnover             21%            21%            13%            13%           22%           22%   
Net assets at end of                                                                                          
 period (000)              $74,059        $81,437        $80,039        $82,785       $74,616       $73,580   
                                                                                                              
- --------------------------------------                                                
(a) Net of fees and expenses                                                      
    waived or borne by the                                                       
    Adviser which amounted                                                       
    to                      $0.023         $0.023         $0.031         $0.031         $0.039       $0.039   
</TABLE>
(b) Class B shares were initially offered on June 8, 1992. Per share amounts   
    reflect activity from that date.                                           
(c) The Fund commenced investment operations on November 1, 1991.              
(d) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.                   
(e) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.                                                   
(f) Not annualized.                                                            
(g) The benefits derived from custody credits and directed brokerage           
    arrangements had no impact. Prior years' ratios are net of benefits        
    received, if any.                                                          
(h) Annualized.                                                                
                                           

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                       Year ended                              Period ended  
                                                       January 31                               January 31  
                                                                                                             
- -----------------------------------------------------------------------------------------------------------------------------------
                                          1994                             1993                     1992      
                                          ----                             ----                     ----      
                                Class A         Class B          Class A        Class B(b)        Class A(c)   
                                -------         -------          -------        -------           -------          
<S>                            <C>             <C>               <C>           <C>              <C>
Net asset value -                                                                                                 
 Beginning of period            $7.420          $7.420            $7.190         $7.200          $7.140
                                -------         -------          -------        -------         -------
INCOME FROM INVESTMENT                                                                                            
 OPERATIONS:                                                                                                      
Net investment income(a)         0.429           0.372             0.449          0.256           0.118
Net realized and unrealized                                                                                       
 gain (loss)                     0.465           0.465             0.270          0.257           0.046
                                -------         -------          -------        -------         -------
   Total from Investment                                                                                          
    Operations                   0.894           0.837             0.719          0.513           0.164
                                -------         -------          -------        -------         -------
LESS DISTRIBUTIONS DECLARED                                                                                       
 TO SHAREHOLDERS:                                                                                                 
From net investment income      (0.424)         (0.367)           (0.452)        (0.256)         (0.114)
In excess of net investment                                                                                      
 income                            ---             ---            (0.002)        (0.002)           --- 
From net realized gains            ---             ---            (0.021)        (0.021)           --- 
In excess of net realized                                                                                         
 gains                             ---             ---            (0.014)        (0.014)           --- 
                                -------         -------          -------        -------         -------
  Total from Distributions                                                                                        
   Declared to Shareholders     (0.424)         (0.367)           (0.489)        (0.293)         (0.114)
                                -------         -------          -------        -------         -------
Net asset value -                                                                                                 
 End of period                  $7.890          $7.890            $7.420         $7.420          $7.190
                                -------         -------          -------        -------         -------
Total return(d)(e)               12.30%          11.49%            10.34%          7.23%(f)        2.31%(f)
                                -------         -------          -------        -------         -------
RATIOS TO AVERAGE NET ASSETS                                                                                      
Expenses                          0.22%           0.97%            ---            0.75%(h)          ---
Net investment income             5.48%           4.73%             6.00%         5.25%(h)         4.68%(h)
Fees and expenses waived                                                                                          
 or borne by the Adviser          0.65%           0.65%             0.90%         0.90%(h)         1.32%(h)
Portfolio turnover                   5%              5%                4%            4%              53%(h)
Net assets at end of                                                                                              
 period (000)                  $91,436         $71,791           $63,126       $27,839          $12,349
- ------------------------------                                           
                                                                        
(a) Net of fees and expenses 
    waived or borne by the 
    Adviser which amounted 
    to                          $0.051          $0.051            $0.067        $0.042           $0.033
</TABLE>
(b) Class B shares were initially offered on June 8, 1992. Per share amounts
    reflect activity from that date.
(c) The Fund commenced investment operations on November 1, 1991.
(d) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.
(e) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.
(f) Not annualized.
(g) The benefits derived from custody credits and directed brokerage
    arrangements had no impact. Prior years' ratios are net of benefits
    received, if any.
(h) Annualized.


                                                                 7

<PAGE>

<TABLE>
<CAPTION>
                                                                                  FLORIDA
                                      ---------------------------------------------------------------------------------------------
                                      
                                                                            Year ended January 31
                                      ---------------------------------------------------------------------------------------------
                                               1997                      1996                    1995                  1994(b)
                                               ----                      ----                    ----                  -------
                                       Class A     Class B      Class A      Class B     Class A     Class B    Class A     Class B
                                       -------     -------      -------      ------      -------     -------    -------     -------
<S>                                   <C>         <C>           <C>          <C>         <C>         <C>        <C>        <C>
Net asset value - Beginning 
 of period                             $7.620      $7.620        $7.100       $7.100      $7.930      $7.930     $7.500     $7.500
                                       -------     -------      -------      ------      -------     -------    -------     -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(a)                0.395       0.340         0.404        0.351       0.423       0.369      0.434      0.378
Net realized and unrealized 
 gain (loss)                           (0.194)     (0.194)        0.535        0.533      (0.839)     (0.839)     0.420      0.420
                                       -------     -------      -------      ------      -------     -------    -------     -------
   Total from Investment Operations     0.201       0.146         0.939        0.884      (0.416)     (0.470)     0.854      0.798
                                       -------     -------      -------      ------      -------     -------    -------     -------
LESS DISTRIBUTIONS DECLARED 
 TO SHAREHOLDERS:
From net investment income             (0.391)     (0.336)       (0.419)      (0.364)     (0.414)     (0.360)    (0.424)    (0.368)
                                       -------     -------      -------      ------      -------     -------    -------     -------
Net asset value - End of period        $7.430      $7.430        $7.620       $7.620      $7.100      $7.100     $7.930     $7.930
                                       -------     -------      -------      ------      -------     -------    -------     -------
Total return(c)(d)                      2.80%       2.03%        13.55%       12.72%     (5.11)%     (5.83)%     11.66%     10.85%
                                       -------     -------      -------      ------      -------     -------    -------     -------
RATIOS TO AVERAGE NET ASSETS
Expenses                                0.56%(e)    1.31%(e)      0.45%(e)     1.18%(e)    0.22%       0.97%      0.05%      0.80%
Interest expense                             (f)         (f)        ---          ---         ---         ---        ---        ---
Net investment income                   5.31%(e)    4.56%(e)      5.45%(e)     4.72%(e)    5.92%       5.17%      5.40%      4.65%
Fees and expenses waived or borne
 by the Adviser                         0.44%(e)    0.44%(e)      0.55%(e)     0.55%(e)    0.73%       0.73%      0.88%      0.88%
Portfolio turnover                        69%         69%           83%          83%         45%         45%        19%        19%
Net assets at end of period (000)     $31,275     $33,341       $32,599      $35,741     $27,498     $31,116    $23,802    $31,513
- --------------------------------------
(a) Net of fees and expenses 
    waived or borne by the 
    Adviser which amounted to          $0.032      $0.032        $0.040       $0.040      $0.052      $0.052     $0.071     $0.071
</TABLE>
(b) The Fund commenced investment operations on February 1, 1993.
(c) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.
(d) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.
(e) The benefits derived from custody credits and brokerage arrangements had no
    impact. Prior years' ratios are net of benefits received, if any.
(f) Rounds to less than 0.01%.

                                        8


<PAGE>

<TABLE>
<CAPTION>
                                                            MASSACHUSETTS
- -----------------------------------------------------------------------------------------------------------------------------------
                                                        Year ended January 31

- -----------------------------------------------------------------------------------------------------------------------------------
                                                          1997                         1996                         1995          
                                                          ----                         ----                         ----          
                                                Class A          Class B       Class A       Class B        Class A      Class B   
                                                ------           -------       -------       -------        -------      -------   
<S>                                            <C>               <C>          <C>            <C>           <C>           <C>       
Net asset value -                                                                                                                  
 Beginning of period                             $8.040           $8.040        $7.390        $7.390         $8.130       $8.130   
                                                 -------          -------       -------       -------        -------      -------  
INCOME FROM INVESTMENT OPERATIONS:                                                                                                 
Net investment income(a)                          0.415            0.357         0.424         0.367          0.444        0.388   
 Net realized and                                                                                                                  
  unrealized gain (loss)                         (0.234)          (0.234)        0.650         0.650         (0.738)      (0.738)  
                                                 -------          -------       -------       -------        -------      -------  
   Total from Investment                                                                                                           
    Operations                                    0.181            0.123         1.074         1.017         (0.294)      (0.350)  
                                                 -------          -------       -------       -------        -------      -------  
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:                                                                                       
From net investment income                       (0.411)          (0.353)       (0.424)       (0.367)        (0.446)      (0.390)  
From net realized gains                            ---              ---           ---           ---           ----          ---    
In excess of net realized                                                                                                          
 gains                                             ---              ---           ---           ---           ----          ---    
                                                 -------          -------       -------       -------        -------      -------  
   Total Distributions                                                                                                             
    Declared to Shareholders                     (0.411)          (0.353)       (0.424)       (0.367)        (0.446)      (0.390)  
                                               --------          -------        -------       -------        -------      -------  
Net asset value - End                                                                                                              
 of period                                       $7.810           $7.810        $8.040        $8.040         $7.390       $7.390   
                                               --------          -------        -------       -------        -------      -------  
Total return(c)(d)                                 2.43%            1.66%        14.90%        14.05%         (3.49)%      (4.21)% 
                                               --------          -------        -------       -------        -------      -------  
RATIOS TO AVERAGE NET ASSETS                                                                                                       
Expenses                                           0.90%(f)         1.65%(f)      0.85%(f)      1.60%(f)       0.72%        1.47%  
Net investment income                              5.32%(f)         4.57%(f)      5.49%(f)      4.74%(f)       5.93%        5.18%  
Fees and expense waived                                                                                                            
  or borne by the Adviser                          0.00%(f)         0.00%(f)      0.06%(f)      0.06%(f)       0.12%        0.12%  
Portfolio turnover                                   29%              29%           21%           21%            58%          58%  
Net assets at end of                                                                                                               
 period (000)                                  $184,221          $59,143      $207,759       $60,651       $193,303      $53,973   
- --------------------------------------                                                                                             
(a) Net of fees and expenses                                                     
    waived or borne by the                                                       
    Adviser which amounted                                                       
    to                                           $0.000           $0.000        $0.005        $0.005         $0.009       $0.009   
 </TABLE>
                                                           
(b) Class B shares were initially offered on June 8, 1992. Per share amounts   
    reflect activity from that date.                                            
(c) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.                   
(d) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.                                                   
(e) Not annualized.                                                            
(f) The benefits derived from custody credits and directed brokerage           
    arrangements had no impact. Prior years' ratios are net of benefits       
    received, if any.                                                          
(g) Annualized.
                                                                
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      
- -----------------------------------------------------------------------------------------------------------------------------------
                                                              1994                                 1993                         
                                                              ----                                 ----                  
                                                     Class A        Class B              Class A         Class B(b)        
                                                     -------        -------              -------         -------       
<S>                                                 <C>             <C>                 <C>              <C>          
Net asset value -                                                                                                      
 Beginning of period                                  $7.700         $7.700               $7.420          $7.450       
                                                      ------         ------               ------          ------       
INCOME FROM INVESTMENT OPERATIONS:                                                                                     
Net investment income(a)                               0.453          0.395                0.481           0.272       
 Net realized and                                                                                                      
  unrealized gain (loss)                               0.439          0.439                0.301           0.275       
                                                     -------        -------              -------         -------       
   Total from Investment                                                                                               
    Operations                                         0.892          0.834                0.782           0.547       
                                                     -------        -------              -------         -------       
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:                                                                           
From net investment income                            (0.462)        (0.404)              (0.479)         (0.274)      
From net realized gains                                 ---            ---                (0.002)         (0.002)      
In excess of net realized                                                                                              
 gains                                                  ---            ---                (0.021)         (0.021)       
                                                     -------         ------               -------         -------    
   Total Distributions                                                                                                 
    Declared to Shareholders                          (0.462)        (0.404)              (0.502)         (0.297)     
                                                     -------         -------              -------         -------     
Net asset value - End                                                                                                  
 of period                                            $8.130         $8.130               $7.700          $7.700     
                                                     -------         -------              -------         -------     
Total return(c)(d)                                     11.86%         11.05%               10.87%           1.11%(e)  
                                                     -------         -------              -------         -------     
RATIOS TO AVERAGE NET ASSETS                                                                                           
Expenses                                                0.64%          1.39%                0.54%           1.29%(g)     
Net investment income                                   5.68%          4.93%                6.38%           5.63%(g)   
Fees and expense waived                                                                                                
  or borne by the Adviser                               0.21%          0.21%                0.33%           0.33%(g)   
Portfolio turnover                                         7%             7%                   7%              7%     
Net assets at end of                                                                                                   
 period (000)                                       $225,636        $51,819             $186,526         $17,282      
- --------------------------------------                                       
 (a) Net of fees and expenses                                        
    waived or borne by the 
    Adviser which amounted 
    to                                                $0.016         $0.016               $0.025          $0.016
</TABLE>
                                                                       
(b) Class B shares were initially offered on June 8, 1992. Per share amounts
    reflect activity from that date.
(c) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.                   
(d) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.                                                
(e) Not annualized.
(f) The benefits derived from custody credits and directed brokerage   
    arrangements had no impact. Prior years' ratios are net of benefits
    received, if any.                                                  
(g) Annualized.

                                       9

<PAGE>

<TABLE>
<CAPTION>

                                                            MASSACHUSETTS
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      Period ended
                                                                                                       January 31
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     1992        1991         1990         1989          1988(b)
                                                     ----        ----         ----         ----          -------
                                                    Class A      Class A     Class A       Class A      Class A
                                                    -------      -------     -------       -------      -------
<S>                                             <C>              <C>          <C>        <C>           <C>   
Net asset value - Beginning of period               $7.120        $7.080       $7.190     $7.060       $7.140
                                                    ------        ------       ------     ------       ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(a)                             0.505         0.523        0.515      0.517        0.407
 Net realized and unrealized gain (loss)             0.295         0.041       (0.107)     0.129       (0.085)
                                                     -----         -----       -------     -----       -------
   Total from Investment Operations                  0.800         0.564        0.408      0.646        0.322
                                                     -----         -----        -----      -----        -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                          (0.500)       (0.524)      (0.518)    (0.516)      (0.402)
    Total Distributions Declared to Shareholders    (0.500)       (0.524)      (0.518)    (0.516)      (0.402)
                                                    -------       -------      -------    -------      -------
Net asset value - End of period                     $7.420        $7.120       $7.080     $7.190       $7.060
                                                    ------        ------       ------     ------       ------
Total return(c)(d)                                   11.61%         8.31%        5.86%      9.55%        4.80% (e)
                                                     ------         -----        -----      -----        ------
RATIOS TO AVERAGE NET ASSETS
Expenses                                             0.46%          0.30%        0.45%      0.22%         --
Net investment income                                6.89%          7.34%        7.17%      7.30%        7.47% (f)
Fees and expense waived
     or borne by the Adviser                         0.43%          0.65%        0.89%      1.94%        2.90% (f)
Portfolio turnover                                     14%            30%          25%        44%         104% (f)
Net assets at end of period (000)                $145,957        $85,301      $42,167    $21,987       $7,563
- --------------------------------

(a) Net of fees and expenses waived or borne by
    the Adviser which amounted to                  $0.032         $0.046       $0.064     $0.137       $0.157
</TABLE>
(b) The Fund commenced investment operations on April 10, 1987.
(c) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.
(d) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.
(e) Not annualized.
(f) Annualized.

                                                                 10

<PAGE>


<TABLE>
<CAPTION>
                                                              MICHIGAN
- ------------------------------------------------------------------------------------------------------------------------------------

                                                        Year ended January 31
- ------------------------------------------------------------------------------------------------------------------------------------
                                          1997                         1996                            1995               
                                          ----                         ----                            ----               
                                  Class A      Class B        Class A         Class B         Class A         Class B
                                -----------  -----------    -----------     -----------     -----------     -----------
<S>                             <C>           <C>           <C>             <C>              <C>              <C>
Net asset value - Beginning
 of period                        $7.130        $7.130        $6.660          $6.660           $7.340           $7.340
                                  ------        ------        ------          ------           ------           ------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income (a)          0.354         0.302         0.368           0.317            0.410            0.359
Net realized and unrealized
 gain (loss)                      (0.198)       (0.198)        0.484           0.484           (0.689)          (0.689)
                                  -------       -------        -----           -----           -------          -------
 Total from Investment Operations  0.156         0.104         0.852           0.801           (0.279)          (0.330)
                                   -----         -----         -----           -----           -------          -------
LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS:
From net investment income        (0.354)       (0.303)       (0.382)         (0.331)          (0.401)          (0.350)
From capital paid in               --             --             --              --               --               --   
In excess of net investment
 income                           (0.002)       (0.001)          --              --               --               --   
                                  -------       -------       -------         -------          -------          -------   
  Total Distributions Declared
   to Shareholders                (0.356)       (0.304)       (0.382)         (0.331)          (0.401)          (0.350)
                                  -------       -------       -------         -------          -------          -------
Net asset value - End of period   $6.930        $6.930        $7.130          $7.130           $6.660           $6.660
                                  ------        ------        ------          ------           ------           -------
Total return (c)(d)                2.35%         1.58%        13.13%          12.30%           (3.66)%          (4.39)%
                                   -----         -----        ------          ------           -------          -------
RATIOS TO AVERAGE NET ASSETS
Expenses                           0.89%(f)      1.64%(f)      0.80%(f)        1.55%(f)         0.62%            1.37%
Net investment income              5.12%(f)      4.37%(f)      5.34%(f)        4.59%(f)         6.08%            5.33%
Fees and expense waived
     or borne by the Adviser       0.12%(f)      0.12%(f)      0.25%(f)        0.25%(f)         0.32%            0.32%
Portfolio turnover                   25%           25%           48%             48%              40%              40%
Net assets at end of
 period (000)                   $39,606       $13,364       $43,308         $15,236          $41,844          $14,144
___________

(a) Net of fees and expenses waived
    or borne by the Adviser which 
    amounted to                  $0.008        $0.008        $0.017          $0.017           $0.022           $0.022
</TABLE>
(b) Class B shares were initially offered on August 4, 1992.  Per share amounts 
    reflect activity from that date.
(c) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.
(d) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.
(e) Not annualized.
(f) The benefits derived from custody credits and direct brokerage arrangements
    had no impact.  Prior years' ratios are net of benefits received, if any.
(g) Annualized.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                                                               
                                                                               
- --------------------------------------------------------------------------------
                                          1994                     1993      
                                          ----                     ----      
                                    Class A   Class B     Class A    Class B(b)
                                   -------   -------     ---------   ---------
<S>                               <C>        <C>         <C>          <C>    
Net asset value - Beginning         $6.970     $6.970      $6.730      $6.950
 of period                          ------     ------      ------      ------

INCOME FROM INVESTMENT
OPERATIONS:                          
Net investment income (a)            0.404      0.351       0.405       0.167
Net realized and unrealized          
 gain (loss)                         0.356      0.356       0.250       0.029
                                     -----      -----       -----       -----
                                     
 Total from Investment Operations    0.760      0.707       0.655       0.196
                                     -----      -----       -----       -----
LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS:                       
From net investment income          (0.390)    (0.337)     (0.407)     (0.168)
From capital paid in                 --         --         (0.008)     (0.008)
In excess of net investment          --         --          --          --   
  income                             --         --          --          --   
                                    -------    -------     -------     -------
  Total Distributions Declared      (0.390)    (0.337)     (0.415)     (0.176)
   to Shareholders                  
                                     ------     ------      ------      ------
Net asset value - End of period     $7.340     $7.340      $6.970      $6.970
                                    ------     ------      ------       --------
Total return (c)(d)                 11.16%     10.36%      10.04%       0.98%(e)

RATIOS TO AVERAGE NET ASSETS 
Expenses                             0.66%      1.41%       0.88%       1.63%(g)
                                    
Net investment income                5.61%      4.86%       5.86%       5.11%(g)
Fees and expense waived              
     or borne by the Adviser         0.33%      0.33%       0.32%       0.32%(g)
            
Portfolio turnover                      7%         7%         14%         14%  
Net assets at end of              $45,570    $15,030     $36,024      $6,670
 period (000)
 __________

(a) Net of fees and expenses waived
    or borne by the Adviser which 
    amounted to                    $0.024     $0.024      $0.022      $0.009
</TABLE>
(b) Class B shares were initially offered on August 4, 1992.  Per share amounts 
    reflect activity from that date.
(c) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.
(d) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.
(e) Not annualized.
(f) The benefits derived from custody credits and direct brokerage arrangements
    had no impact.  Prior years' ratios are net of benefits received, if any.
(g) Annualized.

                                      11

<PAGE>

<TABLE>
<CAPTION>
                                                              MICHIGAN
- ------------------------------------------------------------------------------------------------------------------------------------
                                                        Year ended January 31
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  1992             1991             1990             1989             1988
                                               -----------      -----------      -----------      -----------      -----------
                                                Class A          Class A          Class A          Class A          Class A
                                               -----------      -----------      -----------      -----------      -----------
<S>                                            <C>              <C>              <C>              <C>              <C>    
Net asset value - Beginning of period            $6.520           $6.520           $6.690           $6.550           $7.260
                                               -----------      -----------      -----------      -----------      -----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (a)                         0.432            0.441            0.422            0.438            0.495
Net realized and unrealized gain (loss)           0.208           (0.001)          (0.168)           0.133           (0.709)
                                                  -----           -------          -------           -----           -------
 Total from Investment Operations                 0.640            0.440            0.254            0.571           (0.214)
                                                  -----            -----            -----            -----           -------
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                       (0.430)          (0.440)          (0.424)          (0.431)          (0.496)
                                                  ------          -------          -------          -------          -------
  Total Distributions Declared to Shareholders   (0.430)          (0.440)          (0.424)          (0.431)          (0.496)
                                                  ------          -------          -------          -------          -------
Net asset value - End of period                  $6.730           $6.520           $6.520           $6.690           $6.550
                                                  -----           ------           ------           ------           ------
Total return (b)(c)                              10.12%            7.01%            3.90%            9.08%           (2.68)%
                                                 ------            -----            -----            -----           -------
RATIOS TO AVERAGE NET ASSETS
Expenses                                          0.95%            1.00%            1.42%            1.29%            0.38%
Net investment income                             6.50%            6.79%            6.37%            6.73%            7.38%
Fees and expense waived
     or borne by the Adviser                      0.35%            0.40%            0.30%            0.51%            1.36%
Portfolio turnover                                   5%              18%              16%              57%              58%
Net assets at end of period (000)              $28,608          $24,273          $18,870          $20,112          $21,426
___________

(a) Net of fees and expenses waived or borne 
    by the Adviser which amounted to            $0.023           $0.026           $0.020           $0.033           $0.089
</TABLE>
(b) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.
(c) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.

                                     12
<PAGE>
                                                            
<TABLE>
<CAPTION>
                                                              MINNESOTA
- ------------------------------------------------------------------------------------------------------------------------------------
                                                        Year ended January 31
- ------------------------------------------------------------------------------------------------------------------------------------
                                                        1997                         1996                             1995          
                                                        ----                         ----                             ----         
                                               Class A        Class B       Class A         Class B         Class A          Class B
                                               -------        -------       -------         -------         -------          -------
<S>                                          <C>            <C>           <C>             <C>             <C>              <C>
Net asset value - Beginning of period          $7.350         $7.350        $6.840          $6.840          $7.480           $7.480 
                                               -------        -------       -------         -------         -------          -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(a)                        0.369          0.316         0.384           0.332           0.415            0.363 
 Net realized and unrealized gain (loss)       (0.222)        (0.222)        0.516           0.516          (0.642)          (0.642)
                                               -------        -------        -----           -----          -------          -------
 Total from Investment Operations               0.147          0.094         0.900           0.848          (0.227)          (0.279)
                                                -----          -----         -----           -----          -------          -------
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                     (0.367)        (0.314)       (0.390)         (0.338)         (0.413)          (0.361)
From net realized gains                          --             --            --              --              --               --   
                                               -------        -------       -------         -------         -------          -------
 Total Distributions Declared to Shareholders  (0.367)        (0.314)       (0.390)         (0.338)         (0.413)          (0.361)
                                               -------        -------       -------         -------         -------          -------
Net asset value - End of period                $7.130         $7.130        $7.350          $7.350          $6.840           $6.840 
                                               ------         ------        ------          ------          ------           ------ 
Total return (c)(d)                             2.16%          1.40%        13.50%          12.66%          (2.92)%          (3.65)%
                                                -----          -----        ------          ------          -------          -------
RATIOS TO AVERAGE NET ASSETS
Expenses                                        0.90%(f)       1.65%(f)      0.85%(f)        1.60%(f)        0.72%            1.47% 
Net investment income                           5.19%(f)       4.44%(f)      5.41%(f)        4.66%(f)        5.98%            5.23% 
Fees and expense waived
     or borne by the Adviser                    0.13%(f)       0.13%(f)      0.24%(f)        0.24%(f)        0.26%            0.26% 
Portfolio turnover                                27%            27%           42%             42%             26%              26% 
Net assets at end of period (000)            $34,986        $19,389       $36,586         $19,083         $35,846          $14,731
________________                                                              
(a) Net fees and expenses 
    waived or borne by the 
    Adviser which amounted to                 $0.009         $0.009        $0.016          $0.016          $0.018           $0.018
</TABLE>

(b) Class B shares were initially offered on August 4, 1992.  Per share amounts 
    reflect activity from that date.                                           
(c) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.                  
(d) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.                                                  
(e) Not annualized.                                                        
(f) The benefits derived from custody credits and direct brokerage arrangements
    had no impact.  Prior years' ratios are net of benefits received, if any.  
(g) Annualized.                                                                

<TABLE>
<CAPTION>
                                                                 1994                              1993                
                                                                 ----                              ----                
                                                       Class A           Class B          Class A        Class B(b)    
                                                       -------           -------          -------        ----------    
<S>                                                    <C>              <C>              <C>              <C>          
Net asset value - Beginning of period                   $7.160           $7.160           $7.030          $7.210       
                                                        ------           ------           ------          ------       
INCOME FROM INVESTMENT OPERATIONS:                                                                                     
Net investment income(a)                                 0.419            0.364            0.449           0.191       
Net realized and unrealized gain (loss)                  0.323            0.323            0.125          (0.049)      
                                                         -----            -----            -----          -------      
 Total from Investment Operations                        0.742            0.687            0.574           0.142       
                                                          -----            -----            -----           -----      
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:                                                                           
From net investment income                              (0.422)          (0.367)          (0.444)         (0.192)      
From net realized gains                                  --               --                 --              --        
                                                        -------          -------          -------         -------      
 Total Distributions Declared to Shareholders           (0.422)          (0.367)          (0.444)         (0.192)      
                                                        -------          -------          -------         -------      
Net asset value - End of period                         $7.480           $7.480           $7.160          $7.160       
                                                        ------           ------           ------          ------       
Total return (c)(d)                                      10.62%            9.81%            8.41%           2.01%(e)   
                                                        ------            -----            -----          --------     
RATIOS TO AVERAGE NET ASSETS                                                                                           
Expenses                                                  0.82%            1.57%            0.85%           1.60%(g)   
Net investment income                                     5.69%            4.94%            6.33%           5.58%(g)   
Fees and expense waived                                                                                                
     or borne by the Adviser                              0.20%            0.20%            0.35%           0.35%(g)   
Portfolio turnover                                           9%               9%               5%              5%      
Net assets at end of period (000)                      $41,326          $10,317          $35,017          $2,173       
________________                                                             
(a) Net of fees and expenses                                               
    waived or borne by the                         
    Adviser which amounted to                           $0.015           $0.015           $0.025          $0.009
</TABLE>
(b) Class B shares were initially offered on August 4, 1992.  Per share amounts 
    reflect activity from that date.                                            
(c) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.                   
(d) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.                                                    
(e) Not annualized.                                                             
(f) The benefits derived from custody credits and direct brokerage arrangements 
    had no impact.  Prior years' ratios are net of benefits received, if any.   
(g) Annualized.                                                                 
                                      13
<PAGE>

<TABLE>
<CAPTION>
                                                              MINNESOTA
- ------------------------------------------------------------------------------------------------------------------------------------
                                                        Year ended January 31
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   1992          1991           1990           1989        1988
                                                   ----          ----           ----           ----        ----
                                               Class A         Class A           Class A     Class A     Class A
                                               -------         -------           -------     -------     -------
<S>                                             <C>             <C>               <C>         <C>         <C>    
Net asset value - Beginning of period            $6.930          $6.820            $6.850      $6.820      $7.310
                                                 ------          ------            ------      ------      ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(a)                          0.461           0.467             0.440       0.434       0.499
Net realized and unrealized gain (loss)           0.098           0.108            (0.032)      0.034      (0.490)
                                                  -----           -----            -------      -----      -------
 Total from Investment Operations                 0.559           0.575             0.408       0.468       0.009
                                                  -----           -----             -----       -----       -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                       (0.458)         (0.465)           (0.438)     (0.438)     (0.497)
From net realized gains                           ---            ---                ---         ---        (0.002)
From capital paid in                             (0.001) (b)     ---                ---         ---         ---
                                                 -----------     -------           -------     -------     -------
 Total Distributions Declared to Shareholders    (0.459)         (0.465)           (0.438)     (0.438)     (0.499)
                                                 -------         -------           -------     -------     -------
Net asset value - End of period                  $7.030          $6.930            $6.820      $6.850      $6.820
                                                 -------         -------           -------     -------     -------
Total return (c)(d)                                8.33%           8.70%             6.11%       7.15%       0.47%
RATIOS TO AVERAGE NET ASSETS
Expenses                                           0.88%           1.00%             1.41%       1.47%       0.55%
Net investment income                              6.58%           6.77%             6.40%       6.41%       7.22%
Fees and expense waived
     or borne by the Adviser                       0.42%           0.37%             0.28%       0.39%       1.36%
Portfolio turnover                                    1%              7%               13%         20%         43%
Net assets at end of period (000)               $30,676         $24,188           $19,100     $19,721     $17,533
_____________________________

(a) Net of fees and expenses waived
    or borne by the Adviser which amounted to    $0.029          $0.026            $0.019      $0.027      $0.094
</TABLE>
(b) Because of differences between book and tax basis accounting, there was no
    return of capital for federal income tax purposes.
(c) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.                   
(d) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.                                                

                                                                14


<PAGE>

<TABLE>
<CAPTION>
                                                              NEW YORK
- ------------------------------------------------------------------------------------------------------------------------------------
                                                        Year ended January 31
- ------------------------------------------------------------------------------------------------------------------------------------
                                                       1997                            1996                       1995             
                                                       ----                            ----                       ----             
                                              Class A         Class B         Class A          Class B      Class A   Class B
                                              -------         -------         -------          -------      -------   -------
<S>                                            <C>            <C>             <C>            <C>            <C>       <C>
Net asset value - Beginning of period           $7.250         $7.250          $6.680         $6.680         $7.500    $7.500  
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(a)                         0.393          0.340           0.401          0.349          0.427     0.376  
Net realized and unrealized gain (loss)         (0.207)        (0.207)          0.576          0.576         (0.834)   (0.834) 
                                                -------        -------         ------         -------        -------   -------
Total from Investment Operations                 0.186          0.133           0.977          0.925         (0.407)   (0.458) 
                                                 -----          -----           -----          -----         ------    ------  
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                      (0.396)        (0.343)         (0.407)        (0.355)        (0.413)   (0.362) 
In excess of net investment income                 --             --              --             --             --       --
                                                 -----          -----           -----          -----         ------    ------  
 Total Distributions Declared to Shareholders   (0.396)        (0.396)         (0.407)        (0.355)        (0.413)   (0.362)    
                                                ------         ------          ------         ------         ------    ------     
Net asset value - End of period                 $7.040         $7.040          $7.250         $7.250         $6.680    $6.680     
Total return (c)(d)                             ------         ------          ------         ------         ------    ------     
                                                  2.76%          1.99%          14.99%         14.15%         (5.32)%   (6.04)%   
RATIOS TO AVERAGE NET ASSETS:                   ------         ------          ------         -------        -------   ------     
Expenses                                                                                                                          
Net investment income                             0.65%(f)       1.40%(f)        0.58%(f)       1.33%(f)       0.42%     1.17%    
Fees and expense waived                           5.56%(f)       4.81%(f)        5.72%(f)       4.97%(f)       6.25%     5.50%    
     or borne by the Adviser                                                                                                      
Portfolio turnover                                0.29%(f)       0.29%(f)        0.38%(f)       0.38%(f)       0.46%     0.46%    
Net assets at end of period (000)                   78%            78%             39%            39%            65%       65%    
_____________________________                  $50,648        $52,861         $56,795        $53,505        $53,322   $43,166     
(a) Net of fees and expenses waived or borne                                                                                      
    by the Adviser which amounted to            $0.020         $0.020          $0.026         $0.026         $0.032    $0.032     
 </TABLE>
                                          
(b) Class B shares were initially offered on August 4, 1992.  Per share amounts 
    reflect activity from that date.                                            
(c) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.                   
(d) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.                                                    
(e) Not annualized.                                                             
(f) The benefits derived from custody credits and direct brokerage arrangements 
    had no impact.  Prior years' ratios are net of benefits received, if any.   
(g) Annualized.                                                                


<TABLE>
<CAPTION>
                                                              1994                   1993  
                                                              ----                   ----  
                                                      Class A     Class B     Class A   Class B(b)   
                                                      -------     -------     -------   ----------   
<S>                                                  <C>          <C>        <C>         <C> 
Net asset value - Beginning of period                 $7.090       $7.090     $6.840      $7.130     
                                                      ------       ------     ------      ------     
INCOME FROM INVESTMENT OPERATIONS:                                                                   
Net investment income(a)                               0.421        0.368      0.438       0.182     
Net realized and unrealized gain (loss)                0.407        0.407      0.260      (0.029)    
                                                      ------       ------     ------      ------     
Total from Investment Operations                       0.828        0.775      0.698       0.153     
                                                      ------       ------     ------      ------     
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:                                                         
From net investment income                            (0.418)      (0.365)    (0.445)     (0.190)    
In excess of net investment income                     ---         ---        (0.003)     (0.003)    
                                                      ------       ------     ------      ------    
 Total Distributions Declared to Shareholders         (0.418)      (0.365)    (0.448)     (0.193)    
                                                      ------       ------     ------      ------    
Net asset value - End of period                       $7.500       $7.500     $7.090      $7.090     
                                                      ------       ------     ------      ------     
Total return (c)(d)                                    11.95%       11.14%     10.50%       1.16%(e) 
                                                      ------       ------     ------      ------     
RATIOS TO AVERAGE NET ASSETS:                                                                        
Expenses                                                0.62%        1.37%      0.96%       1.71%(g) 
Net investment income                                   5.68%        4.93%      6.25%       5.50%(g) 
Fees and expense waived                                                                              
     or borne by the Adviser                            0.29%        0.29%      0.06%       0.06%(g) 
Portfolio turnover                                        25%          25%         7%          7%    
Net assets at end of period (000)                    $63,527      $45,061    $53,779     $14,743
____________________________________________
                                                                       
(a) Net of fees and expenses waived or borne
    by the Adviser which amounted to                  $0.021       $0.021     $0.004      $0.001 
</TABLE>
(b) Class B shares were initially offered on August 4, 1992.  Per share amounts 
    reflect activity from that date.                                           
(c) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.                  
(d) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.                                                   
(e) Not annualized.                                                             
(f) The benefits derived from custody credits and direct brokerage arrangements 
    had no impact.  Prior years' ratios are net of benefits received, if any.  
(g) Annualized.                                                                 
                                                                  
  
                                                                15

<PAGE>
<TABLE>
<CAPTION>
                                                              NEW YORK
- ------------------------------------------------------------------------------------------------------------------------------------
                                                        Year ended January 31
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   1992            1991              1990              1989           1988
                                                   ----            ----              ----              ----           ----
                                                  Class A         Class A              Class A        Class A       Class A
                                                  -------         -------              -------        -------       -------
<S>                                               <C>             <C>                  <C>            <C>           <C>   
Net asset value - Beginning of period              $6.600          $6.590               $6.690         $6.620        $7.310
                                                   ------          ------               ------         ------        ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(a)                            0.453           0.459                0.441          0.427         0.488
Net realized and unrealized gain (loss)             0.242           0.013               (0.116)         0.073        (0.687)
                                                    -----           -----               -------         -----        -------
Total from Investment Operations                    0.695           0.472                0.325          0.500        (0.199)
                                                    -----           -----                -----          -----        -------
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                         (0.455)         (0.462)              (0.425)        (0.430)       (0.491)
In excess of net investment income                  ---            ---                    ---           ---           ---
                                                   -------         -------              -------        -------       -------
 Total Distributions Declared to Shareholders      (0.455)         (0.462)              (0.425)        (0.430)       (0.491)
                                                   -------         -------              -------        -------       -------
Net asset value - End of period                    $6.840          $6.600               $6.590         $6.690        $6.620
                                                    ------          ------               ------         ------        ------
Total return (b)(c)                                 10.86%           7.42%                4.98%          7.89%        (2.44)%
                                                    ------           -----                -----          -----        -------
RATIOS TO AVERAGE NET ASSETS:
Expenses                                             1.00%           1.04%                1.46%          1.46%         0.49%
Net investment income                                6.71%           6.99%                6.62%          6.52%         7.35%
Fees and expense waived
     or borne by the Adviser                         0.14%           0.24%                0.05%          0.10%         1.04%
Portfolio turnover                                     17%              6%                  41%            53%          112%
Net assets at end of period (000)                 $40,233         $31,691              $23,124        $25,360       $26,588
_____________________________

(a) Net fees and expenses waived or borne
    by the Adviser which amounted to               $0.009          $0.016               $0.003         $0.007        $0.070
</TABLE>
(b) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.                  
(c) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.                                                   

                                                                16
<PAGE>

<TABLE>
<CAPTION>

                                                           NORTH CAROLINA
- ------------------------------------------------------------------------------------------------------------------------------------
                                                        Year ended January 31
- ------------------------------------------------------------------------------------------------------------------------------------
                                                          1997                          1996      
                                                          ----                          ----      
                                                  Class A        Class B        Class A       Class B    
                                                  -------        -------        -------       -------    
<S>                                                <C>            <C>            <C>           <C>  
Net asset value - Beginning of period              $7.270         $7.270         $6.680        $6.680    
                                                   ------         ------         ------        ------    
INCOME FROM INVESTMENT OPERATIONS:                                                                       
Net investment income(a)                            0.376          0.322          0.386         0.334    
Net realized and unrealized gain (loss)            (0.150)        (0.150)         0.588         0.588    
                                                   -------        -------         -----         -----    
   Total from Investment Operations                 0.226          0.172          0.974         0.922    
                                                    -----          -----          -----         -----    
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:                                                             
From net investment income                         (0.376)        (0.322)        (0.384)       (0.332)   
                                                   -------        -------        -------       -------   
Net asset value - End of period                    $7.120         $7.120         $7.270        $7.270    
                                                   ------         ------         ------        ------    
Total return(c)(d)                                   3.29%          2.51%         14.91%        14.07%   
                                                     -----          -----         ------        ------   
RATIOS TO AVERAGE NET ASSETS                                                                             
Expenses                                             0.45%(f)       1.20%(f)       0.33%(f)      1.08%(f)
Net investment income                                5.29%(f)       4.54%(f)       5.47%(f)      4.72%(f)
Fees and expenses waived or borne by the Adviser     0.66%(f)       0.66%(f)       0.76%(f)      0.76%(f)
Portfolio turnover                                     38%            38%            34%           34%   
__________________________________ 

(a) Net  of fees and expenses waived or borne                                   
    by the Adviser which amounted to               $0.047         $0.047         $0.053        $0.053  
</TABLE>
(b) The Fund commenced investment operations on September 1, 1993.              
(c) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.                   
(d) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.                                                    
(e) Not annualized.                                                             
(f) The benefits derived from custody credits and direct brokerage arrangements 
    had no impact.  Prior years' ratios are net of benefits received, if any.   
(g) Annualized.                                                                 

<TABLE>
<CAPTION>
                                                           1995                           1994(b)             
                                                           ----                         -----------           
                                                   Class A      Class B         Class A            Class B    
                                                   -------      -------         -------            -------    
<S>                                                 <C>          <C>             <C>                <C> 
Net asset value - Beginning of period               $7.500       $7.500          $7.500             $7.500    
                                                   -------      -------         -------             ------
INCOME FROM INVESTMENT OPERATIONS:                                                                            
Net investment income(a)                             0.396        0.345           0.164              0.141    
Net realized and unrealized gain (loss)             (0.822)      (0.822)          ---                ---      
                                                   -------       -------        -------             ------
   Total from Investment Operations                 (0.426)      (0.477)          0.164              0.141    
                                                   -------       -------        -------             ------
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:                                                                  
From net investment income                          (0.394)      (0.343)         (0.164)            (0.141)   
                                                   -------       -------        -------             -------
Net asset value - End of period                     $6.680       $6.680          $7.500             $7.500    
                                                   -------       -------        -------             -------
Total return(c)(d)                                   (5.55)%      (6.27)%          2.22%(e)           1.90%(e)
                                                   -------       -------        -------             -------
RATIOS TO AVERAGE NET ASSETS                                                                                  
Expenses                                              0.12%        0.87%           0.10%(g)           0.85%(g)
Net investment income                                 5.83%        5.08%           4.91%(g)           4.16%(g)
Fees and expenses waived or borne by the Adviser      0.93%        0.93%           1.20%(g)           1.20%(g)
Portfolio turnover                                      37%          37%              1%(g)              1%(g)

_______________________________ 
(a) Net  of fees and expenses waived or borne
    by the Adviser which amounted to                $0.063       $0.063          $0.040             $0.040 
</TABLE>
(b) The Fund commenced investment operations on September 1, 1993.
(c) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.                   
(d) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.                                                    
(e) Not annualized.                                                             
(f) The benefits derived from custody credits and direct brokerage arrangements 
    had no impact.  Prior years' ratios are net of benefits received, if any.   
(g) Annualized.                                                                 

                                                                17

<PAGE>

<TABLE>
<CAPTION>
                                                                OHIO
- ------------------------------------------------------------------------------------------------------------------------------------
                                                        Year ended January 31
- ------------------------------------------------------------------------------------------------------------------------------------
                                                             1997                           1996                        1995        
                                                             ----                           ----                        ----        
                                                    Class A        Class B         Class A        Class B      Class A      Class B 
                                                    -------        -------         -------        -------      -------      ------- 
<S>                                                <C>            <C>              <C>           <C>           <C>        <C>
Net asset value - Beginning of period               $7.510         $7.510           $6.930        $6.930        $7.670      $7.670  
                                                    ------         ------           ------        ------        ------      ------  
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(a)                             0.372          0.318            0.375         0.321         0.401       0.348  
 Net realized and unrealized gain (loss)            (0.179)        (0.179)           0.585         0.585        (0.745)     (0.745) 
                                                    -------        -------           -----         -----        -------     ------- 
     Total from Investment Operations                0.193          0.139            0.960         0.906        (0.344)     (0.397) 
                                                     -----          -----            -----         -----        -------     ------- 
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                          (0.363)        (0.309)          (0.380)       (0.326)       (0.396)     (0.343) 
From capital paid in                                 ---            ---              ---           ---          ---           ---   
                                                    -------        -------          -------       -------       -------     ------- 
Total Distributions Declared to Shareholders        (0.363)        (0.309)          (0.380)       (0.326)       (0.396)     (0.343) 
                                                    -------        -------          -------       -------       -------     ------- 
Net asset value - End of period                     $7.340         $7.340           $7.510        $7.510        $6.930      $6.930  
                                                    ------         ------           ------        ------        ------      ------  
Total return (c)(d)                                   2.75%          1.98%           14.18%        13.34%        (4.38)%     (5.10)%
                                                      -----          -----           ------        ------        -------     -------
RATIOS TO AVERAGE NET ASSETS
Expenses                                              0.88%(f)       1.63%(f)         0.85%(f)      1.60%(f)      0.72%       1.47% 
Net investment income                                 5.09%(f)       4.34%(f)         5.19%(f)      4.44%(f)      5.71%       4.96% 
Fees and expenses waived
     or borne by the Adviser                          0.04%(f)       0.04%(f)         0.11%(f)      0.11%(f)      0.16%       0.16% 
Portfolio turnover                                      31%            31%              31%           31%           33%         33% 
Net assets at end of period (000)                  $65,190        $49,474          $74,383       $56,160       $72,123     $53,547  
____________________________
(a) Net of fees and expenses waived or                                          
    borne by the Adviser which amounted to          $0.003         $0.003           $0.008        $0.008        $0.011      $0.011 
</TABLE>
(b) Class B shares were initially offered on August 4, 1992.  Per share amounts 
    reflect activity from that date.                                            
(c) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.                   
(d) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.                                                    
(e) Not annualized.                                                             
(f) The benefits derived from custody credits and direct brokerage arrangements 
    had no impact.  Prior years' ratios are net of benefits received, if any.   
(g) Annualized.                                                                 


<TABLE>
<CAPTION>
                                                              1994                    1993          
                                                              ----                     ----         
                                                     Class A        Class B    Class A   Class B(b) 
                                                     -------        -------    -------   ---------- 
                                                                                                    
<S>                                                  <C>           <C>        <C>        <C>   
Net asset value - Beginning of period                 $7.290        $7.290     $7.090     $7.330    
                                                      ------        ------     ------     ------    
INCOME FROM INVESTMENT OPERATIONS:                                                                  
Net investment income(a)                               0.406         0.351      0.444     0.185     
 Net realized and unrealized gain (loss)               0.389         0.389      0.204     (0.033)   
                                                       -----         -----      -----  - -------    
     Total from Investment Operations                  0.795         0.740      0.648     0.152     
                                                       -----         -----      -----     -----     
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:                                                        
From net investment income                            (0.411)       (0.356)    (0.448)   (0.192)    
From capital paid in                                  (0.004)       (0.004)      ---       ---      
                                                      -------       -------    -------   -------    
Total Distributions Declared to Shareholders          (0.415)       (0.360)    (0.448)   (0.192)    
                                                      -------       -------    -------   -------    
Net asset value - End of period                       $7.670        $7.670     $7.290    $7.290     
                                                      ------        ------     ------    -------    
Total return (c)(d)                                    11.17%        10.36%      9.41%     0.85%(e) 
                                                      -------        ------    -------   -------    
RATIOS TO AVERAGE NET ASSETS                                                                        
Expenses                                                0.82%         1.57%      1.00%     1.75%(g) 
Net investment income                                   5.34%         4.59%      6.18%     5.43%(g) 
Fees and expenses waived                                                                             
     or borne by the Adviser                            0.09%         0.09%      0.03%     0.03%(g) 
Portfolio turnover                                         3%            3%        13%       13%    
Net assets at end of period (000)                    $79,394       $51,212    $62,439    $7,293     
_____________________________                                                 

(a) Net of fees and expenses waived or
    borne by the Adviser which amounted to            $0.007        $0.007     $0.002        ---  
</TABLE>
(b) Class B shares were initially offered on August 4, 1992.  Per share amounts 
    reflect activity from that date.                                            
(c) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.                   
(d) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.                                                    
(e) Not annualized.                                                             
(f) The benefits derived from custody credits and direct brokerage arrangements 
    had no impact.  Prior years' ratios are net of benefits received, if any.   
(g) Annualized.                                                                 


                                                                 18
<PAGE>

<TABLE>
<CAPTION>
                                                                OHIO
- ------------------------------------------------------------------------------------------------------------------------------------
                                                        Year ended January 31
- ------------------------------------------------------------------------------------------------------------------------------------
                                                      1992         1991         1990           1989            1988
                                                      ----         ----         ----           ----            ----
                                                     Class A      Class A      Class A        Class A         Class A
                                                     -------      -------      -------        -------         -------
<S>                                                 <C>         <C>            <C>            <C>             <C>   
Net asset value - Beginning of period                $6.880      $6.750         $6.850         $6.640          $7.260
                                                     ------      ------         ------         ------          ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(a)                              0.457       0.462          0.463          0.448           0.499
 Net realized and unrealized gain (loss)              0.208       0.138         (0.114)         0.204          (0.615)
                                                      -----       -----         -------         -----          -------
     Total from Investment Operations                 0.665       0.600          0.349          0.652          (0.116)
                                                      -----       -----          -----          -----          -------
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                           (0.455)     (0.470)        (0.449)        (0.442)         (0.503)
From capital paid in                                    --         --             --             --              --
From net realized gains                                 --         --             --             --            (0.001)
                                                     -------     -------        -------        -------         -------
Total Distributions Declared to Shareholders         (0.455)     (0.470)        (0.449)        (0.442)         (0.504)
                                                     -------     -------        -------        -------         -------
Net asset value - End of period                      $7.090      $6.880         $6.750         $6.850          $6.640
                                                     -------     -------        -------        -------         -------
Total return (b) (c)                                  10.00%       9.21%          5.21%         10.22%          (1.25)%
                                                     -------     -------        -------        -------         -------
RATIOS TO AVERAGE NET ASSETS
Expenses                                               1.00%       1.00%          1.27%          1.28%           0.41%
Net investment income                                  6.57%       6.83%          6.77%          6.74%           7.49%
Fees and expenses waived
     or borne by the Adviser                           0.09%       0.15%          0.06%          0.34%           1.12%
Portfolio turnover                                       13%         11%            45%            89%             69%
Net assets at end of period (000)                   $50,281     $41,158        $27,433        $27,676         $27,320
_____________________________

(a) Net of fees and expenses waived or borne 
    by the Adviser which amounted to                 $0.006      $0.010         $0.004         $0.022          $0.074
</TABLE>
(b) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.             
(c) Had the Adviser not waived or reimbursed a portion of expenses, total return
    would have been reduced.                                                 

Further performance information is contained in each Fund's Annual Report to
shareholders, which is obtainable free of charge by calling 1-800-426-3750.

THE FUNDS' INVESTMENT OBJECTIVE

Each Fund seeks as high a level of after-tax  total return as is consistent with
prudent  risk,  by pursuing  current  income exempt from federal and its state's
personal income tax (if any) and opportunities for long-term appreciation from a
portfolio  primarily  invested in investment  grade municipal bonds. The Florida
and  Michigan  Funds'  shares are  intended to be exempt  from their  respective
states' intangibles tax.

HOW THE FUNDS PURSUE THEIR OBJECTIVE AND CERTAIN RISK FACTORS

Each Fund invests primarily in investment grade debt securities of any maturity,
the  interest  on which is  exempt  from  federal  income  tax and that  state's
personal  income tax (if any),  other than any  alternative  minimum  tax (State
Bonds);  in the case of the  Florida  and  Michigan  Funds,  the State Bonds are
exempt from the state  intangibles  tax.  Investment  grade securities are those
rated at least Baa by Moody's  Investors  Service  (Moody's),  BBB by Standard &
Poor's Corporation (S&P), comparably rated by another national rating service or
unrated but considered similar in quality by the Adviser. Bonds rated BBB or Baa
are  considered  to have  some  speculative  characteristics  and  could be more
adversely affected by unfavorable economic developments than higher rated bonds.

Each Fund may  invest  up to 25% of its net  assets in  securities  rated  below
investment grade (or comparable unrated  securities),  but not below CCC by S&P,
Caa by Moody's or comparable  rating by another  national rating  service.  Each
Fund may invest up to 25% of its assets in unrated State Bonds and other unrated
securities, subject to applicable state requirements.

Each Fund under normal  circumstances  will invest at least 80% of its assets in
its State's Bonds and will limit  investments  in securities  that are not State
Bonds to a maximum  of 20% of the Fund's  total  assets,  subject to  applicable
state  requirements.  The Minnesota Fund intends to invest its assets so that at
least 95% of its  exempt-interest  dividends  each year are derived from certain
Minnesota  sources,  as specified by  Minnesota  law.  There may not always be a
sufficient supply of State Bonds to enable the Funds to achieve their objective,
however, in periods of unusual market conditions,  when the Adviser considers it
appropriate,  each Fund may temporarily  invest up to 50% of its total assets in
assets that are not State Bonds,  subject to applicable state requirements.  The
Adviser  relies  on the  opinion  of  bond  counsel  to  each  issuer  as to the
tax-exempt  status of the issue.  Each Fund  limits  investments  in State Bonds
subject  to  individual  alternative  minimum  tax to a maximum  of 20% of total
assets.

Each Fund may invest, under normal conditions,  up to 20% of its total assets in
high quality,  short-term  obligations of banks or corporations  (rated at least
Prime-2 by Moody's,  A-2 by S&P,  comparably  rated by another  national  rating
service  or  unrated  but  considered  comparable  by  the  Adviser),  the  U.S.
government, and repurchase agreements.  These investments are subject to federal
and/or state income tax. In addition,  gains realized upon the sale of portfolio
securities  may be taxable  when  distributed  by the Fund.  Under a  repurchase
agreement,  a Fund buys a security from a bank or dealer,  which is obligated to
buy it back at a fixed  price  and  time.  The  security  is held in a  separate
account at the Fund's custodian,  and constitutes that Fund's collateral for the
bank's or dealer's repurchase obligation. Additional collateral will be added so
that the obligation will at all times be fully  collateralized.  However, if the
bank or dealer defaults or enters bankruptcy,  the Fund may experience costs and
delays in liquidating the collateral,  and may experience a loss if it is unable
to demonstrate its rights to the collateral in a bankruptcy proceeding. Not more
than 15% of each Fund's net assets will be  invested  in  repurchase  agreements
maturing in more than 7 days and other illiquid assets.

The  value of debt  securities  (and  thus of Fund  shares)  usually  fluctuates
inversely  to changes in  interest  rates.  Mutual  funds  investing  in taxable
securities  may have  higher  yields  than the Funds.  Certain  bonds do not pay
interest  in cash on a  current  basis.  However,  the  Funds  will  accrue  and
distribute this interest on a current basis,  and may have to sell securities to
generate cash for distributions. Certain variable rate debt securities (known as
"inverse  floaters")  pay  interest  rates  that move  inversely  to  changes in
short-term  market interest rates.  These  securities'  values move inversely to
changes in long-term  rates.  The values of certain inverse floaters will change
substantially  more, given a change in long-term rates, than would a traditional
debt security of similar  maturity.  Many bonds have call features,  under which
the issuer can repay the bond before its stated  maturity.  If a bond is called,
the Funds may only be able to invest the proceeds at lower yields.

"When-Issued" Securities. To participate in the new issues market, each Fund may
without limit acquire  securities on a  "when-issued"  basis by  contracting  to
purchase securities for a fixed price on a date beyond the customary  settlement
time with no interest accruing until settlement.  High quality  securities in an
amount  equal to the  when-issued  securities  are  maintained  in a  segregated
account at the custodian. If made through a dealer, the contract is dependent on
the dealer's consummation of the sale. The dealer's failure could deprive a Fund
of an advantageous yield or price. These contracts may be considered  securities
and involve risk to the extent that the value of the underlying security changes
prior to  settlement.  A Fund may  realize  short-term  profits or losses if the
contracts are sold.

Lower Rated Debt Securities.  Lower rated debt securities  (commonly referred to
as junk bonds) are debt  securities  which are not  considered  to be investment
grade  (that is,  they are rated  below  BBB by S&P or below Baa by  Moody's  or
unrated but considered by the Adviser to be of comparable credit quality). For a
description  of S&P's and  Moody's  rating  systems,  see the  Appendix  to this
Prospectus.  Lower rated bonds are generally  considered  more  speculative  and
likely to default than higher  quality  bonds.  Because of the increased risk of
default,  lower rated debt  securities  generally have higher yields than higher
quality debt securities.  Regarding lower rated debt securities: (i) an economic
downturn may more  significantly  impact their potential for default as compared
to debt  securities of higher  quality,  and (ii) the secondary  market for such
securities  may at times be less liquid or respond  more  adversely  to negative
publicity or investor perceptions,  making it more difficult to value or dispose
of the  securities.  The likelihood  that these  securities  will help the Funds
achieve their investment objective is more dependent on the Adviser's own credit
analysis.

Options  And  Futures.  Each Fund may write  covered  call and put  options  and
purchase  call and put  options  on debt  securities.  A call  option  gives the
purchaser the right to buy a security from, and a put option the right to sell a
security to, the option  writer at a specified  price,  on or before a specified
date.  A Fund will pay a premium  when  purchasing  an option,  which  reduces a
Fund's return on the underlying  security if the option is exercised and results
in a loss if the option expires unexercised.  A Fund will receive a premium from
writing an option,  which may  increase  its return if the option  expires or is
closed out at a profit.  If the Fund is unable to close out an unexpired option,
the Fund must continue to hold the underlying security until the option expires.
Trading hours for options may differ from the trading  hours for the  underlying
securities.  Thus,  significant  price  movements  may  occur in the  securities
markets  that are not  reflected  in the  options  market.  This may  limit  the
effectiveness of options as hedging devices.

Each Fund may buy or write  options  that are not traded on national  securities
exchanges  and  not  protected  by  the  Options  Clearing  Corporation.   These
transactions are effected directly with a broker-dealer, and each Fund bears the
risk that the broker-dealer will fail to meet its obligations.  The market value
of such options and other illiquid assets will not exceed 15% of each Fund's net
assets.

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

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

Special  Considerations.  State Bonds include  general  obligation  bonds (GOs),
revenue bonds (RBs) and  industrial  revenue bonds (IRBs).  GOs are payable from
the  issuer's  unrestricted  revenues  and may  depend on  appropriation  by the
applicable  legislative  body.  RBs are payable  only from a  specified  revenue
source, not the unrestricted revenues of the issuer. An IRB generally is payable
only from the revenues of the corporate user of a facility and  consequently its
credit rating relates to that of the corporate  user.  Each Fund may invest more
than 25% of its total assets in IRBs,  but intends to limit  investments in IRBs
which are based on the credit of private  entities in any one industry to 25% or
less.

State  Fiscal  Conditions.  The value of each  Fund's  shares may be affected by
factors pertaining to its state's economy (which may affect issuer tax revenues)
and the  ability of issuers of State  Bonds to meet their  obligations,  and may
fluctuate  more widely than the value of shares of a  portfolio  investing  in a
number of different states. The availability of federal,  state and local aid to
issuers of State Bonds may also affect their ability to meet their  obligations.
Payments of  principal  and interest on RBs and IRBs will depend on the economic
condition of the specific  revenue source,  which could be affected by economic,
political  and  demographic  conditions  in  the  relevant  state.  There  is no
assurance that any issuer of a State Bond will make full and timely  payments of
principal and interest or remain solvent.  For example, in December 1994, Orange
County,  California  filed for protection  under the federal  bankruptcy laws. A
reduction in the actual or perceived ability of an issuer of State Bonds to meet
its  obligations  (including  a  reduction  in the  rating  of  its  outstanding
securities)  could also affect  adversely the value and  marketability  of State
Bonds.

California.  Following its worst economic period since the 1930s, the California
economy has entered into a period of steady  growth.  The recession of the early
1990's  resulted  in  significant  job  losses   particularly  in  construction,
manufacturing   (especially   aerospace),   and  financial  services.  In  1994,
employment growth resumed, led by high technology,  electronic manufacturing and
motion picture production sectors.

The State's finances have improved  markedly  reflecting the economy's  rebound.
Substantial deficits which were amassed during the early 1990s have largely been
eliminated. In 1996, the State's credit rating was upgraded by both Standard and
Poor's and Fitch Investors Service.

Certain  California  State  Bonds  rely on real  property  taxes as a source  of
revenue.  In 1978,  California  voters approved  Proposition 13, which limits ad
valorem taxes on real  property and restricts the ability of taxing  entities to
increase real property and other taxes.  At various times since the enactment of
Proposition 13, voters have enacted  additional  constitutional  amendments that
limit  taxing and  spending  authority  of local  governments.  The most  recent
example, Proposition 218, was passed in November 1996. This far-reaching measure
will require local  governments to seek voter approval for many new and existing
taxes and fees and will reduce the financial  flexibility  of many local issuers
with the possible outcome being a reduction in credit quality.

It is  impossible  to  predict  the  time,  location  or  magnitude  of a  major
earthquake  or its effect on the  California  economy.  In January 1994, a major
earthquake struck Los Angeles,  causing significant  property damage over a four
county area. The possibility exists that another earthquake could create a major
dislocation of the California economy.

Connecticut.  The  State  of  Connecticut  has a  mature  economy  with  primary
dependence  on  services,  retail  trade  and  manufacturing,   particularly  in
defense-related  industries.  Significant job losses in the manufacturing sector
coupled with  restructurings in the insurance and other service  industries have
resulted in the State losing 8% of its job base between 1989 and 1994.  While no
signs of a strong  economic  recovery  are  present,  unemployment  levels  have
started to improve.  Rising employment in the growing gaming and tourism sectors
have  been  aiding  in the  State's  recovery.  Favorably  noted is the  State's
exceptional  personal wealth level, which, despite the poverty of certain of its
largest  cities,  continues  to rank among the highest in the nation in terms of
per capita income.  However,  the State's rate of growth of personal  income has
lagged  behind  the  nation's  rate  for  several  years.  In  1992,  the  State
implemented a personal income tax while cutting certain business and consumption
based taxes with the intent of reducing economic  vulnerability and diversifying
the revenue base. These actions have been coupled with a  constitutional  cap on
the rate of spending  growth and have served to stabilize  the State's  finances
and restore budgetary balance.  The outlook for future economic growth is modest
and a return to the growth rates of the 1980s is unlikely.

Florida.  Despite  tight labor  markets,  the State  continues  to add jobs at a
strong rate,  sustained through healthy labor force growth.  Florida is becoming
more  dependent  on the service  industry to fuel job growth.  Currently  one in
three jobs is service  related.  Employment  in the service  sector is generally
more stable than other  industries.  While Florida's growth has been impressive,
continued strong fiscal and economic  performance in the future will be based on
the State's ability to adequately fund service and  infrastructure  needs driven
by rapid population growth.  Without a personal income tax, Florida's  financial
operations  remain largely  dependent on consumption  based taxes which are more
vulnerable to general economic conditions.

Massachusetts.  The Commonwealth of Massachusetts has a highly developed economy
with a large service sector, particularly in health care, financial services and
education.  Strong economic growth in the 1980s was halted late in the decade by
weakening in the high technology,  real estate and finance sectors, resulting in
steady job losses.  While the Commonwealth's  economy has turned around over the
past five  years,  it is  unlikely  that the growth  rates of the 1980's will be
matched.  The economy is dependent on the health care sector which could be hurt
by  continuing  consolidation,  proposed cuts in  Medicare/Medicaid  funding and
other proposed  reforms.  The  Commonwealth has made progress in stabilizing its
fiscal position since 1990. More realistic  revenue  expectations  and increased
efforts to impose  spending  discipline  have  resulted  in the  elimination  of
deficit financing,  reduced reliance on short-term financing and six consecutive
years of positive fund balances.  Significant state infrastructure projects will
increase the debt burden of the State in the near future.

Michigan.  The State of Michigan is highly industrialized with a strong economic
concentration in motor vehicle production and other durable goods manufacturing.
A significant degree of industrial  restructuring took place in the early 1980s,
mitigating  the economic  impact of the  recession in the early 1990s.  Positive
economic  factors for the State  include a stabilizing  market share,  improving
profitability and higher  productivity for the domestic auto  manufacturers.  In
addition,  the  State has  demonstrated  its  commitment  to  addressing  budget
imbalances  and promoting  public  service  efficiencies,  resulting in balanced
general fund operations and enabling the State to transfer  annual  surpluses to
the budget  stabilization  fund,  with a balance in excess of $1.1 billion as of
September 30, 1996.

Minnesota. The State of Minnesota's overall economic structure closely parallels
that  of  the  nation  as a  whole,  although  manufacturing  is  modestly  more
significant  than  construction,  finance and real estate.  The State's  natural
resource  base  is  evidenced  in its  strong  positions  in food  and  forestry
products,  and the State serves as a major regional commercial center. While the
recession  of the early  1990s was less  severe in the State  than in the nation
overall,  the State was not immune to its impact as  evidenced  by  slowdowns in
income and sales tax revenue  growth.  Because the State relies on a progressive
personal  income tax and retail sales tax for general fund  revenue,  its fiscal
system is sensitive to economic  conditions  as evidenced by budget  deficits in
1991 and 1992.  The State  demonstrated  its financial  discipline by curing the
deficits through a variety of measures,  including a sales tax rate increase and
spending cuts. An improved economy since 1993 has led to stronger revenues and a
more favorable expectation for balanced budget operations.

New York.  The State of New York  enjoys a  generally  diverse  and  substantial
economic  base  and a  strong  socio-economic  profile.  Although  currently  in
recovery  following a severe downturn in the early 1990s, the State's economy is
expanding at only a tepid pace.  Consolidations in the commercial  banking area,
continuing  weakness in the recently  deregulated health care sector and ongoing
declines in upstate manufacturing industries are at the root of the State's slow
growth.  Somewhat  offsetting  these  trends is the  robust  performance  of the
investment  bank sector which  continues to benefit from the sharp upturn in the
equity markets.  While employment  levels are rising,  the State's  unemployment
rate  continues  to be in excess of the  national  rate.  Similarly  the State's
income levels have suffered as growth rates have  consistently  been below those
of the nation as a whole.

Historically,   New  York   State's   financial   operations   have  been  weak,
characterized by chronic budget deficits,  untimely budget passage,  significant
use  of   non-recurring   revenue  measures  and  overly   optimistic   economic
assumptions.  Fortuitous revenue and expenditure adjustments,  which rescued New
York State's fiscal year 1997 budget,  cannot be relied on for future years, and
structural  imbalances  caused by the use of one time revenue  items and sizable
multi-year  tax cuts may combine to make future  State budget  deliberations  as
difficult as those of prior years. Additionally,  the effects of federal welfare
reform and a potential  weakening in the State's fragile economic recovery could
further exacerbate the State's tenuous fiscal position.  New York City continues
to enjoy the  benefits  of a booming  securities  industry.  Improving  economic
performance  has reduced social service needs while revenues  should continue to
exceed  expectations into fiscal year 1998.  However,  concerns remain about the
duration of the economic expansion and still sizable out-year budget gaps.

North Carolina.  Historically dependent on textiles and furniture manufacturing,
North  Carolina's  economy  has  diversified  significantly  in recent  years as
financial  services,  research,  and high  technology  have grown in importance.
Development  of  technologically   advanced  industries  ranging  from  computer
software to biotechnology is closely related to the major  universities  located
in  the  Raleigh-Durham  metropolitan  area.  Although  textiles,  tobacco,  and
furniture  manufacturing are still significant  components of the economy, their
percentage share has been greatly reduced.  The textile industry has experienced
job losses in recent years as many manufacturers have moved operations  overseas
in an effort  to lower  production  costs.  These job  losses  are  particularly
damaging to the economy as idled  workers are not easily  absorbed into the high
technology industries.

The  diversification of the State's economy has coincided with a period of rapid
growth.  Employment  growth now far outpaces that of the United States  economy,
and despite  rapid labor force  growth,  the State's  jobless  rate fell to 4.3%
during 1996,  well below the national rate.  While  personal  income levels have
been growing  rapidly in recent years,  per capita personal income levels remain
below the national  average,  reflecting the  historically low wage rates of the
textile and tobacco industries.

Following a period of  recession-induced  strain in the early  1990s,  financial
balance was restored through tax increases and expenditure reductions.

Ohio.  While  diversifying  more into the  service  and other  non-manufacturing
areas, the State's economy continues to rely to a significant  extent on durable
goods  manufacturing,  largely  concentrated  in motor  vehicles and  equipment,
steel, rubber products and household appliances.  As a result,  general economic
activity,  as in many other industrial states, tends to be more cyclical than in
the  nation  as a whole.  In each of the last six  years,  the  State's  average
monthly unemployment rate was below the national average, reversing the trend of
the 1980s.

The economic  expansion has yielded strong  financial  performance.  Since 1993,
strong  revenue  growth  combined  with  lower than  projected  health and human
service  expenditures  have resulted in growing  reserve  levels.  At the end of
1996,  available  reserves  were in  excess  of $1.1  billion  or 6.8% of annual
revenues.  During  1996,  Moody's  and S&P  upgraded  the credit  ratings of the
State's general obligation bonds and the bonds issued by Ohio Building Authority
and  Ohio  Public  Facilities  Commission,   the  State's  two  major  borrowing
authorities.

A recent Ohio Supreme Court decision will require major changes to Ohio's school
funding  arrangements  and may  pose  significant  challenges  to  future  State
budget-balancing  efforts.  State officials  expect that a new arrangement  will
require  substantially  larger state funding  contributions for schools, but the
nature and extent of the funding  changes  will not be clear for some time.  The
court  stayed the effect of its ruling  for twelve  months,  to afford  time for
adequate study, legislative drafting and transition to the new funding formula.

Non-Diversification.  Because  of the  relatively  small  number of  issuers  of
investment  grade  State  Bonds,  each Fund  (except  the  California  Fund) may
concentrate in the securities of a few issuers which the Adviser considers to be
attractive. This may

increase the risk of loss to those Funds.  It is also  possible  that there will
not be a  sufficient  supply of State  Bonds  available  to enable  each Fund to
achieve its objective.

Other. The Funds may not always achieve their investment  objective.  The Funds'
investment  objective  and  non-fundamental  investment  policies may be changed
without shareholder approval. Each Fund will notify investors in connection with
any  material  change  in its  investment  objective.  If there is a change in a
Fund's investment objective or investment policies, shareholders should consider
whether the Fund remains an appropriate  investment in light of their  financial
position and needs. Shareholders may incur a contingent deferred sales charge if
shares  are  redeemed  in  response  to a  change  in  investment  objective  or
investment policies. Additional information concerning certain of the securities
and  investment  techniques  described  above is contained  in the  Statement of
Additional Information.

HOW THE FUNDS MEASURE THEIR PERFORMANCE

Performance may be quoted in sales literature and  advertisements.  Each Class's
average  annual total returns are  calculated in accordance  with the Securities
and  Exchange   Commission's   formula  and  assume  the   reinvestment  of  all
distributions,  the maximum  initial sales charge of 4.75% on Class A shares and
the  contingent  deferred  sales charge  applicable to the time period quoted on
Class B and Class C shares.  Other total returns  differ from the average annual
total  return  only in that  they may  relate to  different  time  periods,  may
represent  aggregate  as opposed to average  annual total  returns,  and may not
reflect the initial or contingent deferred sales charges.

Each  Class's  yield and  tax-equivalent  yield,  which differ from total return
because they do not consider the change in net asset value,  are  calculated  in
accordance with the Securities and Exchange  Commission's  formula. Each Class's
distribution   rate  is   calculated   by  dividing  the  most  recent   month's
distributions,  annualized,  by the maximum  offering price of that Class at the
end of the month.  Each Class's  performance may be compared to various indices.
Quotations  from various  publications  may be included in sales  literature and
advertisements.  See  "Performance  Measures"  in the  Statement  of  Additional
Information for more information.

All performance information is historical and does not predict future results.

HOW THE FUNDS ARE MANAGED

The  Trustees  formulate  the Funds'  general  policies  and  oversee the Funds'
affairs as conducted by the Adviser.

Liberty Financial Investments, Inc. (Distributor),  a subsidiary of the Adviser,
serves as the  distributor  for the Funds' shares.  Colonial  Investors  Service
Center,  Inc.  (Transfer  Agent),  an affiliate  of the  Adviser,  serves as the
shareholder  services and transfer agent for the Funds. Each of the Adviser, the
Distributor  and  the  Transfer  Agent  is an  indirect  subsidiary  of  Liberty
Financial  Companies,  Inc.  which in turn is an indirect  subsidiary of Liberty
Mutual Insurance  Company (Liberty  Mutual).  Liberty Mutual is considered to be
the controlling  entity of the Adviser and its affiliates.  Liberty Mutual is an
underwriter  of workers'  compensation  insurance  and a property  and  casualty
insurer in the U.S.

The Adviser  furnishes  each Fund with  investment  management,  accounting  and
administrative  personnel  and  services,  office space and other  equipment and
services at the Adviser's expense. For these services, the Funds pay the Adviser
at the following  annual  percentages of the Funds'  combined  average daily net
assets: on the first $2 billion of combined average daily net assets, the annual
rate shall be 0.5%; and on the combined average daily net assets in excess of $2
billion, the annual rate shall be 0.45%.

Brian M. Hartford, Vice President of the Adviser, has managed the Minnesota Fund
and other Colonial tax-exempt funds since 1993 and the North Carolina Fund since
August 1997. Mr. Hartford was a senior municipal trader of the Adviser from 1991
until 1993.

William C. Loring, Vice President of the Adviser,  has managed the Ohio Fund and
the Michigan  Fund since  October  1997.  Mr.  Loring has managed  various other
Colonial tax-exempt funds since 1986.

Maureen G. Newman,  Vice President of the Adviser,  has managed the  Connecticut
Fund and the Massachusetts Fund since May 1996 and the Florida Fund since August
1997.  Effective  November  30,  1997,  Ms.  Newman  will no longer  manage  the
Connecticut  Fund.  Prior to joining  the  Adviser,  Ms.  Newman was a portfolio
manager and bond analyst at Fidelity Investments from May 1985 until May 1996.

Gary Swayze, Vice President of the Adviser,  has managed the New York Fund since
September 1997 and the California  Fund since October 1997.  Effective  November
30, 1997, Mr. Swayze will become the manager of the Connecticut  Fund.  Prior to
joining the Adviser in 1997, Mr. Swayze was a portfolio manager and group leader
at Fidelity  Management and Research Company and the writer and editor of a bond
market newsletter.

The Adviser also provides  pricing and  bookkeeping  services to each Fund for a
monthly  fee of $2,250 per Fund plus a  percentage  of each  Fund's  average net
assets  over $50  million.  The  Transfer  Agent  provides  transfer  agency and
shareholder  services  to each Fund for a fee of 0.14%  annually  of average net
assets plus  certain  out-of-pocket  expenses.  Effective  January 1, 1997,  and
continuing  through  calendar  year  1997,  the fee will be  reduced by 0.01% in
cumulative monthly increments,  resulting in a decrease in the fee from 0.14% to
0.13% annually.

Each of the  foregoing  fees is  subject to any  reimbursement  or fee waiver or
expense reimbursement to which the Adviser may agree.

The Adviser places all orders for the purchase and sale of portfolio securities.
In selecting  broker-dealers,  the Adviser may consider  research and  brokerage
services furnished by such broker-dealers to the Adviser and its affiliates.  In
recognition  of the research and brokerage  services  provided,  the Adviser may
cause the Fund to pay the selected  broker-dealer a higher commission than would
have been charged by another broker-dealer not providing such services.  Subject
to seeking best execution, the Adviser may consider sales of shares of the Funds
(and of certain other Colonial funds) in selecting  broker-dealers for portfolio
security transactions.

HOW THE FUNDS VALUE THEIR SHARES

Per share net asset  value is  calculated  by  dividing  the total value of each
Class's net assets by its number of outstanding shares.  Shares of the Funds are
valued as of the close  (normally 4:00 p.m.  Eastern time) of the New York Stock
Exchange  (Exchange)  each day the Exchange is open.  Portfolio  securities  for
which  market  quotations  are readily  available  are valued at current  market
value.  Short-term  investments  maturing  in 60  days  or less  are  valued  at
amortized cost when the Adviser  determines,  pursuant to procedures  adopted by
the  Trustees,  that such cost  approximates  current  market  value.  All other
securities  and  assets are  valued at their  fair  value  following  procedures
adopted by the Trustees.

DISTRIBUTIONS AND TAXES

Each Fund  intends to  qualify as a  "regulated  investment  company"  under the
Internal  Revenue Code and to distribute to shareholders  net income monthly and
any net realized gain at least annually.

The Funds generally declare  distributions daily.  Distributions are invested in
additional  shares of the same Class of the Fund at net asset  value  unless the
shareholder  elects to receive cash.  Regardless of the shareholder's  election,
distributions  of $10 or less will not be paid in cash to shareholders  but will
be  invested  in  additional  shares of the same  Class of the Fund at net asset
value.  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.  To  change  your  election,  call the  Transfer  Agent  for
information.  The Funds'  distributions  of net income  generally will be exempt
from  Federal and the  relevant  State's  personal  income  taxes.  However,  as
described  above under "How the Funds  Pursue Their  Objective  and Certain Risk
Factors,"  certain  investments  may produce taxable income  (including  capital
gains) for federal,  state and local purposes,  and portfolio  transactions  may
produce gains a portion of which may be taxable at ordinary  Federal  income tax
rates and state and local taxes. If the Funds make distributions attributable to
taxable  income,  those  distributions  will  generally  be taxable  whether you
receive them in cash or in additional  Fund shares,  unless you are a tax-exempt
institution. Each January, information on the amount and nature of distributions
for the prior year,  including the alternative  minimum tax portion,  is sent to
shareholders. A loss on shares held for six months or less will be disallowed to
the extent of any exempt-interest dividends received thereon.

While each Fund's  distributions  from income on its State's Bonds are generally
not taxable at the  federal  level or subject to that  Fund's  state's  personal
income  tax, if any, a portion  may be  included  in  computing a  shareholder's
alternative  minimum tax liability.  Each Fund may at times purchase  tax-exempt
securities  at a discount from the price at which they were  originally  issued,
especially  during  periods of rising  interest  rates.  For federal  income tax
purposes,  some or all of the  market  discount  may be  included  in the Fund's
ordinary  income  and  will  be  taxable  to  shareholders  as  such  when it is
distributed  to them.  Social  security  benefits  may be  taxed as a result  of
receiving  tax-exempt  income.  If  you  receive  social  security  or  railroad
retirement  benefits,  you should  consult  your tax adviser to  determine  what
effect,  if any,  an  investment  in the Funds may have on the  taxation of your
benefits.

The foregoing is a summary of certain  income tax  consequences  of investing in
the Funds.  You should  consult your tax adviser to  determine  the effect of an
investment  in a Fund on  your  particular  tax  situation  (including  possible
liability for federal alternative minimum tax and for state and local taxes).

HOW TO BUY SHARES

Shares of the Funds are offered continuously. Orders received in good form prior
to the time at which the Funds  value  their  shares (or placed with a financial
service  firm before such time and  transmitted  by the  financial  service firm
before a Fund processes that day's share  transactions)  will be processed based
on that day's closing net asset value, plus any applicable initial sales charge.
The minimum initial investment is $1,000; subsequent investments may be as small
as $50. The minimum initial  investment for the Colonial  Fundamatic  program is
$50.  Certificates  will not be  issued  for  Class B shares  and there are some
limitations on the issuance of Class A share certificates.  The Funds may refuse
any purchase order for their shares. See the Statement of Additional Information
for more  information.  Class A Shares.  Class A shares are offered at net asset
value plus an initial sales charge as follows:

                           ______Initial Sales Charge_____
                                                Retained
                                                by
                                                Financial
                                                Service
                                                Firm as
                                as % of           % of
                          ---------------------
                           Amount    Offering   Offering
Amount Purchased          Invested     Price      Price
[S]                      [C]           [C]        [C]
Less than $50,000        4.99%         4.75%      4.25%
$50,000 to less than
   $100,000              4.71%         4.50%      4.00%
$100,000 to less than
   $250,000              3.63%         3.50%      3.00%
$250,000 to less than
   $500,000              2.56%         2.50%      2.00%
$500,000 to less than
   $1,000,000            2.04%         2.00%      1.75%
$1,000,000 or more       0.00%         0.00%      0.00%

On  purchases  of $1  million  or more of each Fund,  the  Distributor  pays the
financial service firm a cumulative commission as follows:

Amount Purchased                    Commission
[S]                                    [C]
First $3,000,000                       1.00%
Next $2,000,000                        0.50%
Over $5,000,000                        0.25% (1)

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

In  determining  the sales charge and  commission  applicable  to a new purchase
under the above  schedules,  the amount of the current  purchase is added to the
current value of shares previously purchased and still held by an investor. If a
purchase  results  in an account  having a value from $1 million to $5  million,
then the shares purchased will be subject to a 1.00%  contingent  deferred sales
charge payable to the  Distributor,  if redeemed within 18 months from the first
day of the month following the purchase.  If the purchase  results in an account
having a value in excess of $5 million,  the  contingent  deferred  sales charge
will not apply to the portion of the  purchased  shares  comprising  such excess
amount.

Class B Shares.  Class B shares  are  offered  at net asset  value,  without  an
initial  sales  charge and are subject to a 0.75%  annual  distribution  fee for
approximately  eight years (at which time they automatically  convert to Class A
shares not bearing a distribution fee) and a declining contingent deferred sales
charge if redeemed within six years after purchase.  As shown below,  the amount
of the  contingent  deferred  sales charge  depends on the number of years after
purchase that the redemption occurs:

           Years                Contingent Deferred
      After Purchase                Sales Charge
         [C]                           [C]
            0-1                        5.00%
            1-2                        4.00%
            2-3                        3.00%
            3-4                        3.00%
            4-5                        2.00%
            5-6                        1.00%
        More than 6                    0.00%

Year one ends one year  after  the end of the month in which  the  purchase  was
accepted and so on. The Distributor pays financial service firms a commission of
4.00% on Class B share purchases.

Class C Shares. Class C shares are offered at net asset value and are subject to
a 0.75% annual  distribution fee and 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 has voluntarily agreed to waive a portion
of the distribution  fee so that it will not exceed 0.45% annually.  This waiver
may be terminated by the Distributor at any time without shareholder approval.

The Distributor pays financial  service firms an initial  commission of 1.00% on
Class C share purchases and an ongoing  commission of 0.35% 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 0.45%
annual  distribution  fee referred to above.  The  commission  may be reduced or
eliminated by the Distributor at any time.

General.  All  contingent  deferred  sales  charges are deducted from the amount
redeemed,  not  the  amount  remaining  in the  account,  and  are  paid  to the
Distributor.   Shares  issued  upon   distribution   reinvestment   and  amounts
representing appreciation are not subject to a contingent deferred sales charge.
The contingent  deferred sales charge is imposed on redemptions  which result in
the account  value  falling  below its Base Amount  (the total  dollar  value of
purchase  payments  in the  account  reduced  by  prior  redemptions  on which a
contingent  deferred sales charge was paid and any exempt  redemptions).  When a
redemption  subject to a contingent  deferred  sales charge is made,  generally,
older shares will be redeemed first unless the shareholder  instructs otherwise.
See the Statement of Additional Information for more information.

Which Class is more beneficial to an investor depends on the amount and intended
length of the investment.  Large  investments,  qualifying for a reduced Class A
sales charge,  avoid the  distribution  fee.  Investments in Class B shares have
100% of the purchase invested immediately.  Investors investing for a relatively
short  period of time might  consider  Class C shares.  Purchases of $250,000 or
more must be for Class A or Class C shares. Purchases of $1,000,000 or more must
be for Class A shares. Consult your financial service firm.

Financial  service firms may receive  different  compensation  rates for selling
different classes of shares. The Distributor may pay additional  compensation to
financial  service firms which have made or may make significant  sales. See the
Statement of Additional Information for more information.

Special  Purchase  Programs.  The Funds  allow  certain  investors  or groups of
investors  to purchase  shares  with  reduced or without  initial or  contingent
deferred  sales  charges.  The  programs  are  described  in  the  Statement  of
Additional  Information  under  "Programs  for  Reducing  or  Eliminating  Sales
Charges."

Shareholder  Services and Account  Fees. A variety of  shareholder  services are
available.  For more  information  about these  services or your  account,  call
1-800-345-6611. Some services are described in the attached account application.
A shareholder's  manual explaining all available  services will be provided upon
request.

In June of any year, a Fund may deduct $10 (payable to the Transfer  Agent) from
accounts  valued at less than $1,000  unless the account value has dropped below
$1,000 solely as a result of share value depreciation. Shareholders will receive
60 days' written notice to increase the account before the fee is deducted.  The
Fund may also deduct  annual  maintenance  and  processing  fees (payable to the
Transfer  Agent) in  connection  with  certain  retirement  plan  accounts.  See
"Special  Purchase  Programs/Investor  Services" in the  Statement of Additional
Information for more information.

HOW TO SELL SHARES

Shares of the Funds may be sold on any day the Exchange is open, either directly
to a Fund or through your financial  service firm.  Sale proceeds  generally are
sent within seven days  (usually on the next  business day after your request is
received in good form).  However,  for shares recently  purchased by check,  the
Fund will send  proceeds as soon as the check has cleared  (which may take up to
15 days).

Selling Shares  Directly To A Fund. Send a signed letter of instruction or stock
power form to the Transfer Agent,  along with any  certificates for shares to be
sold.  The sale price is the net asset  value  (less any  applicable  contingent
deferred sales charge) next  calculated  after the particular  Fund receives the
request in proper form.  Signatures  must be guaranteed by a bank, a member firm
of a national stock exchange or another eligible  guarantor  institution.  Stock
power forms are available from financial  service firms,  the Transfer Agent and
many banks.  Additional  documentation  is required  for sales by  corporations,
agents,  fiduciaries,  surviving joint owners and individual  retirement account
holders. For details contact:

                     Colonial Investors Service Center, Inc.
                                  P.O. Box 1722
                              Boston, MA 02105-1722
                                 1-800-345-6611

Selling Shares Through  Financial  Service Firms.  Financial  service firms must
receive  requests  prior to the time at which the Funds  value  their  shares to
receive  that  day's  price,   are  responsible  for  furnishing  all  necessary
documentation to the Transfer Agent and may charge for this service.

General. The sale of shares is a taxable transaction for income tax purposes and
may be subject to a contingent  deferred sales charge.  The contingent  deferred
sales charge may be waived under  certain  circumstances.  See the  Statement of
Additional Information for more information. Under unusual circumstances, a Fund
may suspend  repurchases or postpone payment for up to seven days or longer,  as
permitted by federal securities law.

HOW TO EXCHANGE SHARES

Except as described  below with respect to money market  funds,  a Fund's shares
may be exchanged at net asset value for shares of other mutual funds distributed
by the Distributor,  including funds advised by the Adviser, Stein Roe & Farnham
Incorporated and Newport Fund Management, Inc. Generally, such exchanges must be
between the same classes of shares.  Consult your financial  service firm or the
Transfer Agent for information  regarding what funds are available.  Shares will
continue to age without  regard to the exchange for purposes of  conversion  and
determining  the  contingent  deferred  sales charge,  if any, upon  redemption.
Carefully read the prospectus of the fund into which the exchange will go before
submitting  the request.  Call  1-800-426-3750  to receive a  prospectus  and an
exchange   authorization   form.  Call  1-800-422-3737  to  exchange  shares  by
telephone.  An exchange is a taxable capital  transaction.  The exchange service
may be changed,  suspended or eliminated on 60 days' written notice. A Fund will
terminate the exchange  privilege as to a particular  shareholder if the Adviser
determines in its sole and absolute discretion,  that the shareholder's exchange
activity is likely to adversely impact the Adviser's  ability to manage a Fund's
investments in accordance with its investment objective or otherwise harm a Fund
or its remaining shareholders.

Class A Shares.  An exchange  from a money  market fund into a non-money  market
fund will be at the applicable  offering price next determined  (including sales
charge), except for amounts on which an initial sales charge was paid. Non-money
market fund shares must be held for five months before  qualifying  for exchange
to a fund with a higher sales charge,  after which exchanges are made at the net
asset value next determined.

Class B Shares.  Exchanges  of Class B shares are not subject to the  contingent
deferred sales charge.  However,  if shares are redeemed  within six years after
the original purchase, a contingent deferred sales charge will be assessed using
the schedule of the fund into which the original investment was made.

Class C Shares.  Exchanges  of Class C shares are not subject to the  contingent
deferred sales charge. However, if shares are redeemed within one year after the
original  purchase,  a 1.00% contingent  deferred sales charge will be assessed.
Only one  "roundtrip"  exchange  of each  Fund's  Class C shares may be made 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.

TELEPHONE TRANSACTIONS

All shareholders  and/or their financial advisers are automatically  eligible to
exchange  Fund  shares  and  redeem up to  $50,000  of Fund  shares  by  calling
1-800-422-3737  toll-free  any  business  day between  9:00 a.m. and the time at
which the Fund values its shares.  Telephone  redemption  privileges  for larger
amounts  may be elected on the  account  application.  The  Transfer  Agent will
employ  reasonable  procedures  to confirm  that  instructions  communicated  by
telephone are genuine and may be liable for losses  related to  unauthorized  or
fraudulent  transactions  in the event  reasonable  procedures are not employed.
Such procedures include restrictions on where proceeds of telephone  redemptions
may be sent,  limitations on the ability to redeem by telephone shortly after an
address change, recording of telephone lines and requirements that the redeeming
shareholder   and/or  their  financial   adviser  provide  certain   identifying
information.  Shareholders  and/or their financial advisers wishing to redeem or
exchange  shares by telephone may experience  difficulty in reaching the Fund at
its  toll-free  telephone  number during  periods of drastic  economic or market
changes.  In that event,  shareholders  and/or their  financial  advisers should
follow the  procedures  for  redemption  or exchange by mail as described  above
under "How to Sell Shares." The Adviser, the Transfer Agent and the Fund reserve
the right to change,  modify or terminate the  telephone  redemption or exchange
services at any time upon prior  written  notice to  shareholders.  Shareholders
and/or their financial advisers are not obligated to transact by telephone.

12B-1 PLAN

Under a 12b-1 Plan, each Fund pays the  Distributor  monthly a service fee at an
annual  rate of 0.10% of each  Fund's  net  assets  for  shares  outstanding  on
November 30, 1994,  and an annual rate of 0.25% of net assets for shares  issued
thereafter.  The 12b-1  Plan  also  requires  each  Fund to pay the  Distributor
monthly a  distribution  fee at an annual rate of 0.75% of the average daily net
assets  attributed  to its  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 0.45%  annually.  The  Distributor  may  terminate  this
waiver at any time without shareholder approval. Because the Class B and Class C
shares bear the additional fee, their dividends will be lower than the dividends
of Class A  shares.  Class B shares  automatically  convert  to Class A  shares,
approximately  eight  years  after the Class B shares  were  purchased.  Class C
shares do not convert.  The multiple class structure could be terminated  should
certain  Internal  Revenue  Service  rulings be rescinded.  See the Statement of
Additional  Information for more  information.  The Distributor uses the fees to
defray the cost of commissions and service fees paid to financial  service firms
which  have  sold  Fund  shares  and to  defray  other  expenses  such as  sales
literature,  prospectus printing and distribution,  shareholder servicing costs,
and  compensation  to  wholesalers.  Should the fees  exceed  the  Distributor's
expenses in any year,  the  Distributor  would  realize a profit.  The Plan also
authorizes  other payments to the Distributor and its affiliates  (including the
Adviser)  which  may be  construed  to be  indirect  financing  of sales of Fund
shares.

ORGANIZATION AND HISTORY

The  Trust is a  Massachusetts  business  trust  organized  in 1987.  Each  Fund
represents the entire interest in a separate portfolio of the Trust.

The Trust is not  required  to hold  annual  shareholder  meetings,  but special
meetings may be called for certain purposes.  Shareholders  receive one vote for
each Fund share.  Shares of the Trust vote together  except when required by law
to vote separately by fund or by class. Shareholders owning in the aggregate ten
percent of Trust shares may call meetings to consider removal of Trustees. Under
certain circumstances, the Trust will provide information to assist shareholders
in calling such a meeting. See the Statement of Additional  Information for more
information.

APPENDIX
DESCRIPTION OF BOND RATINGS
S&P

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 a 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,  it faces 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 has 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.

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 the  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 as
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  which  Moody's  believes  possess  the
strongest investment  attributes are designated by the symbol Aa1, A1, Baa1, Ba1
and B1.

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 which 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.


<PAGE>


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<PAGE>


Investment Adviser
Colonial Management Associates, Inc.
One Financial Center
Boston, MA  02111-2621

Distributor
Liberty Financial Investments, Inc.
One Financial Center
Boston, MA 02111-2621

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

Custodian
(Effective Late November 1997)
The Chase Manhattan Bank
4 Chase MetroTech Center
Brooklyn, NY  11245

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

Independent Accountants
Price Waterhouse LLP
160 Federal Street
Boston, MA 02110-2624

Legal Counsel
Ropes & Gray
One International Place
Boston, MA 02110-2624


Your financial service firm is:




Printed in U.S.A.



May 30,1997, Revised November 7, 1997

COLONIAL CALIFORNIA
TAX-EXEMPT FUND

COLONIAL CONNECTICUT
TAX-EXEMPT FUND

COLONIAL FLORIDA
TAX-EXEMPT FUND

COLONIAL MASSACHUSETTS
TAX-EXEMPT FUND

COLONIAL MICHIGAN
TAX-EXEMPT FUND

COLONIAL MINNESOTA
TAX-EXEMPT FUND

COLONIAL NEW YORK
TAX-EXEMPT FUND

COLONIAL NORTH CAROLINA
TAX-EXEMPT FUND

COLONIAL OHIO
TAX-EXEMPT FUND

PROSPECTUS

Each of Colonial  California  Tax-Exempt Fund, Colonial  Connecticut  Tax-Exempt
Fund, Colonial Florida Tax-Exempt Fund, Colonial Massachusetts  Tax-Exempt Fund,
Colonial Michigan Tax-Exempt Fund, Colonial Minnesota  Tax-Exempt Fund, Colonial
New York Tax-Exempt Fund,  Colonial North Carolina  Tax-Exempt Fund and Colonial
Ohio  Tax-Exempt  Fund  seeks as high a level of  after-tax  total  return as is
consistent with prudent risk, by pursuing current income exempt from federal and
its  state's  personal  income  tax (if any)  and  opportunities  for  long-term
appreciation from a portfolio  primarily  invested in investment grade municipal
bonds.

For  more   detailed   information   about  the  Funds,   call  the  Adviser  at
1-800-426-3750  for the May 30,  1997,  revised  August 1,  1997,  Statement  of
Additional Information.

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

      NOT FDIC-INSURED        MAY LOSE VALUE
                              NO BANK GUARANTEE

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

Colonial Mutual Funds
Please send your completed application to:
                             
Colonial Investors Service Center, Inc. (CISC)
P.O. Box 1722
Boston, Massachusetts 02105-1722

New A, B & C Shares Account Application/Revision to Existing Account

To open a new account, complete sections 1, 2, 3, & 7.

To apply for special services for a new or existing account, complete sections
4, 5, 6, or 8 as appropriate.

___ Please check here if this is a revision.

1-----------Account ownership--------------
Please choose one of the following.

__Individual: Print your name, Social Security #, U.S. citizen status.

__Joint Tenant: Print all names, the Social Security # for the first person,
                and his/her U.S. citizen status.

__Uniform Gift to Minors: Names of custodian and minor, minor's Social Security
                          #, minor's U.S. citizen status.

__Corporation, Association, Partnership: Include full name, Taxpayer I.D. #.

__Trust: Name of trustee, trust title & date, and trust's Taxpayer I.D. #.

______________________________________
Name of account owner

______________________________________
Name of joint account owner

______________________________________
Street address

______________________________________
Street address

______________________________________
City, State, and Zip

______________________________________
Daytime phone number

______________________________________
Social Security  # or Taxpayer I.D. #

Are you a U.S. citizen? ___Yes    ___No

______________________________________
If no, country of permanent residence


______________________________________
Account Owner's date of birth

______________________________________
Account number (if existing account)

2 -----Colonial fund(s) you are purchasing--------
Your investment will be made in Class A shares if no class is indicated.
Certificates are not available for Class B or C shares. If no distribution
option is selected, distributions will be reinvested in additional fund
shares. Please consult your financial adviser to determine which class of
shares best suits your needs.

Fund                    Fund                    Fund

________________        ___________________     _____________________
Name of Fund            Name of Fund            Name of Fund

$_______________        $__________________     $____________________
Amount                   Amount                  Amount  

Class
___ A Shares ___ B Shares (less than $250,000) ___ C Shares (less than
                                                            $1,000,000)

Method of Payment Choose one

___Check payable to the Fund       ___Bank wired on   ____/____/____ (Date)
                                      Wire/Trade confirmation #_____________

Ways to receive your distributions

Choose one (If none chosen, dividends and capital gains will be reinvested)
Distributions of $10.00 or less will automatically be reinvested in additional
fund shares.


___Reinvest dividends and capital gains

___Dividends and capital gains in cash

___Dividends in cash; reinvest capital gains

___Automatic Dividend Diversification See section 5A, inside

___Direct Deposit via Colonial Cash Connection Complete Bank information
   in section 4B.  I understand that my bank must be a member of the 
   Automated Clearing House System.


3---Your signature & taxpayer I.D. number certification----

Each person signing on behalf of an entity represents that his/her actions are
authorized. I have received and read each appropriate fund prospectus and
understand that its terms are incorporated by reference into this application.
I understand that this application is subject to acceptance. I understand that
certain redemptions may be subject to a contingent deferred sales charge.  It
is agreed that the fund, The Colonial Group, Inc. and its affiliates and their
officers, directors, agents, and employees will not be liable for any loss,
liability, damage, or expense for relying upon this application or any
instruction believed genuine.

I certify, under penalties of perjury, that:

1.  The Social Security # or Taxpayer  I.D. # provided is correct.

You must cross out Item 2a, b or c below only if you have been notified by the
Internal Revenue Service (IRS) that you are currently subject to back-up
withholding because of under-reporting interest or dividends on you tax return.

2.  I am not subject to back-up withholding because: (a) I am exempt from back-
    up withholding, or (b) I have not been notified by the IRS that I am
    subject to back-up withholding as a result of a failure to report all
    interest or dividends, or (c) the IRS has notified me that I am no longer
    subject to back-up withholding.  

The Internal Revenue Service does not require your consent to any provision of 
this document other than the certifications required to avoid backup 
withholdings.

X______________________________________________
 Signature

_______________________________________________
Capacity, if applicable       Date

X______________________________________________
 Signature

_______________________________________________
Capacity, if applicable       Date

4--------Ways to withdraw from your fund-------

It may take up to 30 days to activate the following features. Complete only
the sections that apply to the features you would like.

A. Systematic Withdrawal Plan (SWP)
You can receive monthly, quarterly, or semiannual checks from your account in
any amount you select, with certain limitations. Your redemption checks can
be sent to you at the address of record for your account, to your bank
account, or to another person you choose. The value of the shares in your
account must be at least $5,000 and you must reinvest all of your
distributions. Checks will be processed on the 10th calendar day of the month
or the preceding business day if the 10th falls on a non-business day.  If you
receive your SWP payment via electronic funds transfer (EFT), you may request
it to be processed any day of the month. Withdrawals in excess of 12% annually
of your current account value will not be accepted. Redemptions made in
addition to SWP payments may be subject to a contingent deferred sales charge
for Class B or C shares. Please consult your financial or tax adviser before
electing this option.

Funds for withdrawal:

___________________    
 Name of fund 

Withdrawal amount
Redeem shares from account as follows:
Dollar amount of payment $___________
or
Total annual %_________

Frequency  (choose one)
__Monthly           __Quarterly         __Semiannually

I would like payments to begin _____/_____ (day, if indicating EFT, month).

___________________    
 Name of fund 

Withdrawal Amount
Redeem shares from account as follows:
Dollar amount of payment $___________
or
Total annual %_________

Frequency  (choose one)
__Monthly           __Quarterly         __Semiannually

I would like payments to begin _____/_____ (day,if indicating EFT, month).


Payment instructions
Send the payment to (choose one):
__My address of record.
__My bank account via EFT. Please complete the Bank Information section below.  
  All EFT transactions will be made two business days after the processing date.
  Your bank must be a member of the Automated Clearing House System.
__The payee listed at right.  If more than one payee, provide the name,
  address, payment amount, and frequency for other payees (maximum of 5) on
  a separate sheet.  If you are adding this service to an existing account,
  please sign below and have your signature(s) guaranteed.

______________________________________________
Name of payee

______________________________________________
Address of payee

______________________________________________
City

______________________________________________
State                    Zip

______________________________________________
Payee's bank account number, if applicable


B.  Telephone withdrawal pptions
All telephone transaction calls are recorded.  These options are not available
for retirement accounts.  Please sign below and have your signature(s)
guaranteed.

1.  Fast Cash
You are automatically eligible for this service.  You or your financial
adviser can withdraw up to $50,000 from your account and have it sent to your
address of record. For your protection, this service is only available on
accounts that have not had an address change within 30 days of the redemption
request.

2.  Telephone Redemption
__I would like the Telephone Redemption privilege either by federal fund wire
  or EFT. Telephone redemptions over $500 will be sent via federal fund wire,
  usually on the next business day ($7.50 will be deducted).  Redemptions of
  $500 or less will be sent by check to your designated bank.

3.  On-Demand EFT Redemption
__I would like the On-Demand EFT Redemption Privilege.  Proceeds paid via EFT
  will be credited to your bank account two business days after the process
  date. You or your financial adviser may withdraw shares from your fund account
  by telephone and send your money to your bank account. If you are adding this 
  service to an existing account, complete the Bank Information section below 
  and have all shareholder signatures guaranteed.

Colonial Investor Service Center, Inc. (CISC) and the fund's liability is
limited when following telephone instructions; a shareholder may suffer a loss
from an unauthorized transaction reasonably believed by CISC to have been
authorized.

Bank Information (For Sections A and B Above)
I authorize deposits to the following bank account:

____________________________________________________________
Bank name           City           Bank account number

____________________________________________________________
Bank street address State     Zip  Bank routing # (your bank
                                   can provide this)

X__________________________________
Signature of account owner(s)

X__________________________________
Signature of account owner(s)              Place signature guarantee here.

5-----Ways to make additional investments--------

These services involve continuous investments regardless of varying share
prices. Please consider your ability to continue purchases through periods of
price fluctuations. Dollar cost averaging does not assure a profit or protect
against loss in declining markets.

A. Automatic Dividend Diversification
Please diversify my portfolio by investing distributions from one fund into 
another Colonial, Newport or Stein Roe Advisor fund. These investments will
be made in the same share class and without sales charges. Accounts must be
identically registered.  I have carefully read the prospectus for the
fund(s) listed below.

____________________________
From fund

____________________________
Account number (if existing)

____________________________
To fund

____________________________
Account number (if existing)


____________________________
From fund

____________________________
Account number (if existing)

____________________________
To fund

____________________________
Account number (if existing)


B. Automated Dollar Cost Averaging
This program allows you to automatically have money from any Colonial, Newport
or Stein Roe Advisor fund in which you have a balance of at least $5,000
exchanged into the same share class of up to four other identically registered
Colonial accounts, on a monthly basis. The minimum amount for each exchange is
$100. Please complete the section below.

____________________________________
Fund from which shares will be sold

$_________________________
 Amount to redeem monthly

____________________________________
Fund to invest shares in

$_________________________
 Amount to invest monthly

____________________________________
Fund to invest shares in

$_________________________
 Amount to invest monthly


C. Fundamatic/On-Demand EFT Purchase
Fundamatic automatically transfers the specified amount from your bank
checking account to your Colonial, Newport or Stein Roe Advisor fund
account on a regular basis.  The On-Demand EFT Purchase program moves money
from your bank checking account to your Colonial, Newport or Stein Roe
Advisor fund account by electronic funds transfer based on your
telephone request. You will receive the applicable price two 
business days after the receipt of your request.  Your bank needs to be a
member of the Automated Clearing House System.  Please attach a blank check
marked "VOID." (Deposit slips are not a substitution).  Also, complete the
section below.  Please allow 3 weeks for CISC to establish these services
with your bank.

____________________________________
Fund name

_________________________________
Account number

$_____________________        _________________
Amount to transfer            Month to start


___________________________________
Fund name

________________________________
Account number

$_____________________        _________________
Amount to transfer            Month to start

__On-Demand Purchase (will be automatically established if you choose 
  Fundamatic)
__Fundamatic Frequency
__Monthly or   __Quarterly

Check one:

__EFT- Choose any day of the month_____________________
__Paper Draft-Choose either the: 
__5th day of the month
__20th day of the month

Authorization to honor checks drawn by Colonial Investors Service Center,
Inc. (CISC)  Do Not Detach.  Make sure all depositors on the bank account sign
to the far right.  Please attach a blank check marked "VOID" here. (Deposit
slips are not a substitution).  See reverse for bank instructions.

I authorize CISC to draw on my bank account, by check or electronic funds
transfer, for an investment in a Colonial, Newport or Stein Roe Advisor fund.
CISC and my bank are not liable for any loss arising from delays or dishonored
draws. If a draw is not honored, I understand that notice may not be given and
CISC may reverse the purchase and charge my account $15.

______________________________________
Bank name

______________________________________
Bank street address

______________________________________
Bank street address

______________________________________
City            State          Zip

______________________________________
Bank account number

______________________________________
Bank routing #

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

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

6------------Ways to reduce your sales charges------------
These services can help you reduce your sales charge while increasing your
share balance over the long term.

A. Right of Accumulation
If you, your spouse or your children own any other shares in other
Colonial, Newport or Stein Roe Advisor funds, you may be eligible for a reduced
sales charge. The combined value of your accounts must be $50,000 or more.
Class A shares of money market funds are not eligible unless purchased by
exchange from another Colonial, Newport or Stein Roe Advisor fund.

The sales charge for your purchase will be based on the sum of the purchase(s) 
added to the value of all shares in other Colonial, Newport or Stein Roe
Advisor funds at the previous day's public offering price.

__Please link the accounts listed below for Right of Accumulation privileges,
  so that this and future purchases will receive any discount for which they
  are eligible.

_____________________________________
Name on account

_____________________________________
Account number

_____________________________________
Name on account

_____________________________________
Account number

B. Statement of Intent
If you agree in advance to invest at least $50,000 within 13 months, you'll
pay a lower sales charge on every dollar you invest. If you sign a Statement
of Intent within 90 days after you establish your account, you can receive a
retroactive discount on prior investments.  The amount required to receive a
discount varies by fund; see the sales charge table in the "How to Buy Shares"
section of your fund prospectus.

__I want to reduce my sales charge.
I agree to invest $ _______________ over a 13-month period starting
______/______/ 19______ (not more than 90 days prior to this application). I
understand an additional sales charge must be paid if I do not complete this
Statement of Intent.

7-------------Financial service firm---------------------
To be completed by a Representative of your financial service firm.

This application is submitted in accordance with our selling agreement with
Liberty Financial Investments, Inc. (LFII), the Fund's prospectus, and this
application. We will notify LFII, of any purchase made under a Statement
of Intent, Right of Accumulation, or Sponsored Arrangement.  We guarantee the
signatures on this application and the legal capacity of the signers.

_____________________________________
Representative's name

_____________________________________
Representative's number

_____________________________________
Representative's phone number

_____________________________________
Account # for client at financial
 service firm

_____________________________________
Branch office address

_____________________________________
City

_____________________________________
State               Zip

_____________________________________
Branch office number

_____________________________________
Name of financial service firm

_____________________________________
Main office address

_____________________________________
Main office address

_____________________________________
City

_____________________________________
State               Zip


X____________________________________
 Authorized signature

8----------Request for a combined quarterly statement mailing-----------
CISC can mail all of your quarterly statements in one envelope. This 
option simplifies your record keeping and helps reduce fund expenses.

__I want to receive a combined quarterly mailing for all my accounts.  Please
  indicate account numbers or tax I.D. numbers of accounts to be linked.

________________________________________________________________________

Fundamatic (See reverse side)
Applications must be received before the start date for processing.

This program's deposit privilege can be revoked by CISC without prior
notice if any check is not paid upon presentation. CISC has no obligation
to notify the shareholder of non-payment of any draw. This program may be
discontinued by Colonial by written notice at least 30 business days prior
to the due date of any draw or by the shareholder at any time.

To the Bank Named on the Reverse Side:

Your depositor has authorized Colonial Investors Service Center, Inc. (CISC) to
collect amounts due under an investment program from his/her personal checking
account. When you pay and charge the draws to the account of your depositor
executing the authorization payable to the order of CISC, CISC, hereby
indemnifies and holds you harmless from any loss (including reasonable
expenses) you may suffer from honoring such draw, except any losses due to your
payment of any draw against insufficient funds.



Liberty Financial Investments, Inc., Distributor              SH-185E-0997
[Colonial Flag Logo]
Colonial
Mutual Funds

Checkwriting Signature Card
(Class A Shares Only)

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

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

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

Indicate the number of signatures required

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

Account Name: 

You must sign below exactly as your account is registered.

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

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

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

Checkwriting Privilege

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

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

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

D-999D-0797



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