COLONIAL TRUST VII
497, 1995-04-27
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  COLONIAL NEWPORT TIGER FUND

Supplement to Prospectus dated
        March 1, 1995,
    Revised April 28, 1995

During the period May 1, 1995,
through June 30, 1995 (Sales
Period), unless extended by
Colonial Investment Services,
Inc. (Distributor), the
Distributor will pay A.G.
Edwards & Sons, Inc. (A.G.
Edwards), 100% of the
applicable sales charge on
Class A shares of the Fund sold
by A.G. Edwards during the
Sales Period.  In addition, the
Distributor will pay A.G.
Edwards an additional
commission equal to 0.50% of
the net asset value of the
Class B shares of the Fund and
0.15% of the net asset value of
the Class D shares of the Fund
sold by A.G. Edwards during the
Sales Period.

NT-879A-0495     April 28, 1995




March 1, 1995, Revised April 28, 1995

COLONIAL NEWPORT TIGER FUND

PROSPECTUS

BEFORE YOU INVEST

Colonial Management Associates, Inc. (Administrator) 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 this mutual fund may suit your unique needs, time horizon
and risk tolerance.

Contents                                                    Page
Summary of expenses                                            2
The Fund's financial history                                   3
The Fund's investment objective                                4
How the Fund pursues its objective and certain risk factors    4               
How the Fund measures its performance                          5
How the Fund is managed                                        6
How the Fund values its shares                                 6
Distributions and taxes                                        6
How to buy shares                                              7
How to sell shares                                             9
How to exchange shares                                        10
Telephone transactions                                        10
12b-1 plans                                                   10
Organization and history                                      11
					  
NT-01/860A-0495

Colonial Newport Tiger Fund (Fund), a diversified portfolio of
Colonial Trust VII (Trust), an open-end management investment company,
seeks capital appreciation by investing primarily in equity securities
of companies located in the nine Tigers of Asia (Hong Kong, Singapore,
South Korea, Taiwan, Malaysia, Thailand, Indonesia, China and the
Philippines).  The Fund is managed by Newport Fund Management, Inc.
(Adviser), an investment adviser since 1984.

The Fund is the successor by merger to the Newport Tiger Fund.  The
merger occurred on March 24, 1995.  All references to the Fund as of a
time prior to such date are to the Newport Tiger Fund.

This Prospectus explains concisely what you should know before
investing in Class A, B, D or T shares of the Fund.  Class T shares
may be purchased only by shareholders of the Newport Tiger Fund as of
March 24, 1995 who paid a sales charge when they purchased their
shares of the Fund and who continue to hold Class T shares at the time
of purchase.  Read this Prospectus carefully and retain it for future
reference.  More detailed information about the Fund is in the 
March 1, 1995 Statement of Additional Information, which has been filed 
with the Securities and Exchange Commission and is obtainable free of
charge by calling the Administrator at 1-800-248-2828.  The Statement    
of Additional Information is incorporated by reference in (which means
it is considered to be a part of) this Prospectus.

FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED,
ENDORSED OR INSURED BY, ANY BANK OR GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

SUMMARY OF EXPENSES

Expenses are one of several factors to consider when investing in the
Fund.  The following tables summarize your maximum transaction costs
and annual operating expenses for an investment in Class A, B, D and T
shares of the Fund.

Shareholder Transaction Expenses (1)(2)
					   Class A  Class B  Class D   Class T
Maximum Initial Sales Charge Imposed on a 
  Purchase (as a % of offering price)(3)   5.75%    0.00%(5) 1.00%(5)  5.75%
Maximum Contingent Deferred Sales Charge
  (as a % of offering price)(3)            1.00%(4) 5.00%    1.00%     1.00%(4)
(1)  For accounts less than $1,000 an annual fee of $10 may be deducted.
     See "How to sell shares."
(2)  Redemption proceeds exceeding $5,000 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 D
     shares, long-term Class B and Class D 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 Fund's Class B shares automatically convert
     to Class A shares after approximately eight years, this is less
     likely for Class B shares than for a class without a conversion
     feature.

Annual Operating Expenses (as a % of net assets)
		  
		  Class A       Class B       Class D        Class T
Management fee     0.80%         0.80%         0.80%          0.80%
12b-1 fees         0.25          1.00          1.00           0.00
Other expenses     0.75          0.75          0.75           0.75
Total expenses     1.80%         2.55%         2.55%          1.55%

Amounts in the table, other than 12b-1 fees, reflect actual operating
expenses incurred by the Newport Tiger Fund during its fiscal year
ended December 31, 1994, adjusted to reflect current fees of the Fund.
The Adviser and the Administrator have voluntarily agreed until 
March 31, 1997, to waive or bear certain Fund expenses to the extent
necessary to limit the Fund's expenses, excluding 12b-1 fees, at 1.55%
per annum of average daily net assets.

Example
The following Example shows the cumulative expenses attributable to a
hypothetical $1,000 investment in Classes A, B, D and T shares of the
Fund for the periods specified, assuming a 5% annual return, and
redemption at period end.  The 5% return and expenses used in this
Example should not be considered indicative of actual or expected Fund
performance or expenses, both of which will vary:
		  
		  Class A        Class B       Class D        Class T
Period:                                                         
 1 year            $ 75           $ 76          $ 46            $ 72
 3 years           $111           $110          $ 89            $104
 5 years           $149           $157          $144            $137
10 years           $257           $273          $296            $231

Assuming no redemption at period end, the Class A and T expenses would
be the same, and Class B and D would be as follows:
			 
			 Class B                     Class D
Period:                                                  
1 year                    $ 26                         $ 36
3 years                   $ 80                         $ 89
5 years                   $137                         $144
10 years                  $273(6)                      $296

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

THE FUND'S FINANCIAL HISTORY

The following schedule of financial highlights for a share of the
Fund's predecessor outstanding throughout each period has been audited
by Tait, Weller and Baker, independent certified public accountants.
Their unqualified report is included in the Fund's 1994 Annual Report
and is incorporated by reference into the Statement of Additional
Information.  The Fund's current multi-class structure was not in
operation during the periods covered.

<TABLE>
<CAPTION>
														May 31*   
														  to
								      Year ended December 31                  December 31        
						      1994        1993(B)    1992(B)     1991(B)    1990(B)     1989(B)
<S>                                                  <C>          <C>        <C>         <C>        <C>       <C>
Net asset value - Beginning of period                $12.44       $7.12      $5.86       $4.65      $5.54       $5.00
Income from investment operations:                                                               
  Net investment income                                0.06        0.04       0.02       (0.02)      0.01        0.04
  Net realized and unrealized gain (loss)
  on investments                                      (1.55)       5.33       1.27        1.23      (0.84)       0.50
  Total from investment operations                    (1.49)       5.37       1.29        1.21      (0.83)       0.54
Less distributions declared to shareholders:
  From net investment income                          (0.04)      (0.04)     (0.02)        ----     (0.03)       ----
  Realized gains on securities                        (0.11)      (0.01)       ----        ----       ----       ----
  In excess of investment income                        ----        ----     (0.01)        ----       ----       ----
  From capital paid in                                  ----        ----       ----        ----     (0.03)       ----
Total distributions declared to shareholders          (0.15)      (0.05)     (0.03)        ----     (0.06)       ----
Net asset value - End of period                      $10.80      $12.44      $7.12       $5.86      $4.65       $5.54
Total return**                                      (11.96)%      75.45%     22.02%      26.02%   (15.77)%      10.80%       
Ratios to average net assets:
    Expenses                                           1.29%       1.56%      1.85%       2.49%      2.88%(C)    3.30%(A)(C)
    Net investment income                              0.57%       0.59%      0.36%      (0.40)%     0.05%(D)    2.01%(A)(D)
Portfolio turnover                                     8.03%      10.67%     17.27%       59.12%    57.80%       5.36%
Net assets at end of period (in millions)              $456        $395        $99          $26       $15          $4
_________________________________
</TABLE>

*    Commencement of operations.
**   Exclusive of sales charge.
(A)  Annualized.
(B)  Reflects 2 for 1 adjustment effective November 29, 1993.
(C)  3.34% and 4.97% (annualized) before expense reimbursement
      for 1990 and 1989, respectively.
(D)  (0.41)% and 0.34% (annualized) before expense
     reimbursement for 1990 and 1989, respectively.

Further performance information is contained in the Fund's Annual
Report to shareholders, which is obtainable free of charge by calling
1-800-248-2828.

THE FUND'S INVESTMENT OBJECTIVE

The Fund seeks capital appreciation by investing primarily in equity
securities of companies located in the nine Tigers of Asia (Hong Kong,
Singapore, South Korea, Taiwan, Malaysia, Thailand, Indonesia, China
and the Philippines).

HOW THE FUND PURSUES ITS OBJECTIVE AND CERTAIN RISK FACTORS

The Fund invests primarily in equity securities of companies located
in the nine Tigers of Asia (Hong Kong, Singapore, South Korea, Taiwan,
Malaysia, Thailand, Indonesia, China and the Philippines).  Normally,
the Fund will remain fully invested in equity securities of larger,
well-established companies located in the Tiger countries.
Investments in foreign securities, particularly securities issued by
companies located in the Tiger countries, involve special risks.  See
"Foreign Investments" below.  Dividend income will not be considered
in choosing the investments of the Fund.

Equity Securities.  Equity securities include common and preferred
stock, warrants (rights) to purchase stock, debt securities
convertible into stock, sponsored and unsponsored American Depository
Receipts (receipts issued in the U.S. by banks or trust companies
evidencing ownership of underlying foreign securities), Global
Depository Receipts (receipts issued by foreign banks or trust
companies) and shares of closed-end investment companies that invest
primarily in the foregoing securities.

Foreign Investments.  Investments in foreign securities, American
Depository Receipts and Global Depository Receipts have special risks
related to political, economic and legal conditions outside of the
U.S.  As a result, the prices of such securities and, therefore, the
net asset value of Fund shares, may fluctuate substantially more than
the prices of securities of issuers based in the U.S.  Special risks
associated with foreign securities include the possibility of
unfavorable currency exchange rates, difficulties in enforcing
judgments abroad, the existence of less liquid and less regulated
markets, the unavailability of reliable information about issuers, the
existence of different accounting, auditing and federal standards in
foreign countries, the existence (or potential imposition) of exchange
control regulations (including currency blockage) and political and
economic instability, among others.  In addition, transactions in
foreign securities may be more costly due to currency conversion costs
and higher brokerage and custodial costs.  See "Foreign Securities"
and "Foreign Currency Transactions" in the Statement of Additional
Information for more information about foreign investments.

Substantially all of the Fund's investments will consist of securities
issued by companies located in countries whose economies or securities
markets are not yet highly developed.  Special risks associated with
these investments (in addition to the considerations regarding foreign
investments generally) may include, among others, greater political
uncertainties, an economy's dependence on revenues from particular
commodities or on international aid or development assistance, highly
limited numbers of potential buyers for such securities, heightened
volatility of security prices, restrictions on repatriation of capital
invested abroad and delays and disruptions in securities settlement
procedures.

Investments in companies located in Hong Kong may be particularly
subject to risks associated with uncertainty over future political,
economic and legal developments due to the anticipated transfer of
sovereignty over Hong Kong from the United Kingdom to China in 1997.
A substantial amount of the Fund's investments have been and may
continue to be in companies located in Hong Kong.  Similarly, although
securities markets of the Tiger countries, especially China, have
grown and evolved rapidly over the last several years, political,
legal, economic and regulatory systems continue to lag behind those of
more developed countries.  Accordingly, the risks that restrictions on
repatriation of Fund investments may be imposed unexpectedly or other
limitations on the Fund's ability to realize on its investments may be
instituted are greater with respect to investments in the Tiger
countries.

Other Investment Companies.  Up to 10% of the Fund's total assets may
be invested in other investment companies.  Such investments will
involve the payment of duplicative fees through the indirect payment
of a portion of the expenses, including advisory fees, of such other
investment companies.

Futures Contracts and Foreign Currency Transactions.  The Fund may
purchase and sell futures contracts on foreign stock indexes (i) to
gain exposure to a particular market pending investment in individual
securities, or (ii) to hedge against anticipated market declines.  A
futures contract creates an obligation by the seller to deliver and
the buyer to take delivery of a type of instrument at the time and in
the amount specified in the contract.  A sale of a futures contract
can be terminated in advance of the specified delivery date by
subsequently purchasing a similar contract; a purchase of a futures
contract can be terminated by a subsequent sale.  Gain or loss on a
contract generally is realized upon such termination.  Transactions in
futures contracts may not precisely achieve the goals of hedging or
gaining market exposure to the extent there is an imperfect
correlation between the price movements of the contracts and of the
underlying securities.  In addition, if the Adviser's prediction on
stock market movements is inaccurate, the Fund may be worse off than
if it had not hedged.

In connection with its investments in foreign securities, the Fund may
purchase and sell foreign currencies on a spot or forward basis.  Such
transactions will be entered into (i) to lock in a particular foreign
exchange rate pending settlement of a purchase or sale of a foreign
security or pending the receipt of interest, principal or dividend
payments on a foreign security held by the Fund, or (ii) to hedge
against a decline in the value, in U.S. dollars or in another
currency, of a foreign currency in which securities held by the Fund
are denominated.  The Fund will not attempt, nor would it be able, to
eliminate all foreign currency risk.  Further, although hedging may
lessen the risk of loss if the hedged currency's value declines, it
limits the potential gain from currency value increases.  See the
Statement of Additional Information for information relating to the
Fund's obligations in entering into such transactions.

Leverage.  The purchase and sale of foreign currencies on a forward
basis may present additional risks associated with the use of
leverage.  Leverage may magnify the effect on Fund shares of
fluctuations in the values of the securities underlying these
transactions.  In accordance with Securities and Exchange Commission
pronouncements, to reduce (but not necessarily eliminate) leverage,
the Fund will either "cover" its obligations under such transactions
by holding the currency (or rights to acquire the currency) it is
obligated to deliver under such contracts, or deposit and maintain in
a segregated account with its custodian high quality liquid debt
securities, or equity securities denominated in the particular
currency, equal in value to the Fund's obligations under such
contracts.

Temporary/Defensive Investments.  Temporarily available cash may be
invested in U.S. or foreign currency denominated cash equivalents and
short-term debt obligations, including certificates of deposit, time
deposits, bankers' acceptances, commercial paper, Treasury bills and
repurchase agreements.  Some or all of the Fund's assets also may be
invested in such investments or in investment grade U.S. or foreign
debt securities during periods of unusual market conditions.  The
values of debt securities generally fluctuate inversely with changes
in interest rates.  Under a repurchase agreement, the 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 segregated by the Fund's
custodian, and constitutes the Fund's collateral for the bank's or
dealer's repurchase obligation.  Additional collateral may 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.

Other.  The Fund may not always achieve its investment objective.  The
Fund's non-fundamental policies may be changed without shareholder
approval.  The Fund's investment objective and fundamental policies
listed in the Statement of Additional Information cannot be changed
without the approval of a majority of the Fund's outstanding voting
securities.  Additional information concerning certain of the
securities and investment techniques described above is contained in
the Statement of Additional Information.

HOW THE FUND MEASURES ITS 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
5.75% on Class A and Class T shares, and the maximum initial sales
charge of 1.00% on Class D shares and the contingent deferred sales
charge applicable to the time period quoted on Class B and Class D
shares.  Other total returns differ from average annual total return
only in that they may relate to different time periods, may represent
aggregate rather than average annual total returns and may not reflect
the initial or contingent deferred sales charges.

Each Class's yield, which differs from total return because it does
not consider changes in net asset value, is calculated in accordance
with the Securities and Exchange Commission's formula.  Each Class's
distribution rate is calculated by dividing the most recent year's
distribution by the maximum offering price of that Class at the end of
the year.  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.  All performance information
is historical and does not predict future results.

HOW THE FUND IS MANAGED

The Trustees formulate the Fund's general policies and oversee the
Fund's affairs as conducted by the Adviser.  The Adviser is an
indirect wholly-owned subsidiary of Liberty Financial Companies, Inc.
(Liberty Financial), which in turn is an indirect subsidiary of
Liberty Mutual Insurance Company.  The Adviser furnishes the Fund with
investment management services at the Adviser's expense.  For these
services, the Fund pays the Adviser a monthly fee at the annual rates 
of 1.00% of the Fund's average daily net assets up to $100 million and
0.75% of net assets over such amount.  For these services, the Fund
paid the Adviser 0.80% of the Fund's average net assets for fiscal
year 1994.  This fee is higher than that paid by most other investment
companies, although it is comparable to that paid by many investment
companies investing in foreign securities.  John M. Mussey, President
of the Adviser, has managed the Fund since its inception in 1989.

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 to it and its affiliates.
Subject to seeking best execution, the Adviser may consider sales of
shares of the Fund (and of certain other Colonial funds) in selecting
broker-dealers for portfolio security transactions.

The Administrator also is an indirect subsidiary of Liberty Financial.
The Administrator provides certain administrative services to the
Fund, for which the Fund pays the Administrator a fee at the annual
rate of 0.25% of the Fund's average daily net assets for such
services.  Colonial Investment Services, Inc. (Distributor), also an
indirect subsidiary of Liberty Financial, serves as distributor for
the Fund's shares.

Colonial Investors Service Center, Inc. (Transfer Agent), also an
indirect subsidiary of Liberty Financial, provides transfer agency and
shareholder services to the Fund for a monthly fee at the annual rate
of 0.25% of average net assets plus out-of-pocket expenses.

Brown Brothers Harriman & Co. provides custodial, pricing and
bookkeeping services to the Fund.

The fees payable to the Adviser, the Administrator and their
affiliates are subject to any reimbursement or fee waiver to which the
Adviser or the Administrator may agree.

HOW THE FUND VALUES ITS 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
are valued as of the close 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 market.  Short-term
investments maturing in 60 days or less are valued at amortized cost
when it is determined, pursuant to procedures adopted by the Trustees,
that such cost approximates market value.  All other securities and
assets are valued at their fair value following procedures adopted by
the Trustees.

DISTRIBUTIONS AND TAXES

The Fund intends to qualify as a "regulated investment company" under
the Internal Revenue Code and to distribute to shareholders virtually
all net income and any net realized gain annually in December.
Distributions are invested in additional shares of the same Class of
the Fund at net asset value unless the shareholder elects to receive
cash.  Regardless of the shareholder's election, distributions of $10
or less will not be paid in cash but will be invested in additional
shares of the same Class of the Fund at net asset value.  To change
your election, call the Transfer Agent for information.

Whether you receive distributions in cash or in additional Fund
shares, you must report them as taxable income unless you are a tax-
exempt institution.  If you buy shares shortly before a distribution
is declared, the distribution will be taxable although it is in effect
a partial return of the amount invested.  Each January, information on
the amount and nature of distributions for the prior year is sent to
shareholders.

HOW TO BUY SHARES

Shares are offered continuously.  Orders received in good form prior
to the close of the New York Stock Exchange (or placed with a
financial service firm before such time and transmitted by the
financial service firm before the 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.  The minimum initial investment for a
Colonial retirement account is $25.  Certificates will not be issued
for Classes B, D or T shares and there are some limitations on the
issuance of Class A certificates.  The Fund may refuse any purchase
order for its 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 or a contingent deferred sales charge as follows:

				     Initial Sales Charge
						      Retained
							 by
						      Financial
						       Service
							Firm
				      as % of          as % of
				  Amount   Offering   Offering
Amount Purchased                 Invested   Price      Price
Less than $50,000                 6.10%     5.75%      5.00%
$50,000 to less than $100,000     4.71%     4.50%      3.75%
$100,000 to less than $250,000    3.63%     3.50%      2.75%
$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, the Distributor pays the financial
service firm a cumulative commission as follows:

Amount Purchased                       Commission
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.
      
Purchases of $1 million to $5 million are subject to a 1.00%
contingent deferred sales charge payable to the Distributor on
redemptions within 18 months from the first day of the month following
the purchase.  The contingent deferred sales charge does not apply to
the excess of any purchase over $5 million.

Class A shares bear a 0.25% annual service fee.

Class B Shares.  Class B shares are offered at net asset value,
without an initial sales charge, subject to a 0.75% annual
distribution fee, for approximately 8 years (at which time they
convert to Class A shares not bearing a distribution fee), a 0.25%
annual service fee and a contingent deferred sales charge if redeemed
within 6 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
	     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 D Shares.  Class D shares are offered at net asset value plus a
1.00% initial sales charge, subject to a 0.75% annual distribution
fee, a 0.25% annual service fee and a 1.00% contingent deferred sales
charge on redemptions made within one year from the first day of the
month after purchase.

The Distributor pays financial service firms an initial commission of
1.85% on purchases of Class D shares and an ongoing commission of
0.65% annually.  Payment of the ongoing commission is conditioned on
receipt by the Distributor of the 0.75% distribution fee referred to
above.  The commission may be reduced or eliminated if the
distribution fee paid by the Fund is reduced or eliminated for any
reason.

Class T Shares.  Class T shares may be purchased only by shareholders
of the Newport Tiger Fund as of March 24, 1995 who paid a sales charge
when they purchased their shares of the Fund and who continue to hold
Class T shares at the time of purchase.  Class T shares are offered at
net asset value plus an initial or contingent deferred sales charge as
follows:

				     Initial Sales Charge
						    Retained
						       by
						    Financial
						     Service
						      Firm
				      as % of        as % of
				  Amount   Offering  Offering
Amount Purchased                 Invested   Price      Price
Less than $50,000                 6.10%     5.75%      5.00%
$50,000 to less than $100,000     4.71%     4.50%      3.75%
$100,000 to less than $250,000    3.63%     3.50%      2.75%
$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, the Distributor pays the financial
service firm a cumulative commission as follows:

Amount Purchased                          Commission
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.
      
Purchases of $1 million to $5 million are subject to a 1.00%
contingent deferred sales charge payable to the Distributor on
redemptions within 18 months from the first day of the month following
the purchase.  The contingent deferred sales charge does not apply to
the excess of any purchase over $5 million.

General.  All contingent deferred sales charges are deducted from the
redemption, 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
(including initial sales charges, if any), in the account, reduced by
prior redemptions on which a contingent deferred sales charge was paid
and any exempt redemptions).  See the Statement of Additional
Information for more information.

Each Class's performance may differ due to differences in sales
charges and Rule 12b-1 fees.  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 applicable to Classes B and D.  Investments
in Class B shares have 100% of the purchase invested immediately, but
are subject to the 0.75% annual distribution fee.  Investors investing
for a relatively short period of time might consider Class D shares.
Purchases of $250,000 or more must be for Classes A, D or T shares.
Purchases of $500,000 or more must be for Classes A or T shares.
Class T shares may be purchased only by certain shareholders of the
Newport Tiger Fund as of March 24, 1995.  Consult your financial
service firm.

The Fund also offers Class Z shares, which are offered through a
separate Prospectus only to (i) certain shareholders of the Newport
Tiger Fund as of March 24, 1995 who purchased their shares of the Fund
at net asset value, and (ii) employees of the Administrator and its
affiliates.  Class Z shares have no initial or contingent deferred
sales charge and no Rule 12b-1 fee.  Otherwise, the Class Z share
expenses are the same as Classes A, B, D and T.  Class Z shares are
exchangeable only for Class A shares of the other Colonial funds.

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.  Class A shares may be purchased at net
asset value by clients of dealers, brokers or registered investment
advisers that have entered into agreements with the Distributor or the
Fund and that receive a fee for their services.  Initial or contingent
deferred sales charges may be reduced or eliminated for certain
persons or organizations in other circumstances as well.  See the
Statement of Additional Information for more information.  Investors
may be charged a fee if they effect transactions in fund shares
through a broker or agent.

Shareholder Services.  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.

HOW TO SELL SHARES

Shares may be sold on any day the New York Stock Exchange is open,
either directly to the 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 only after the check has cleared (which may take up to 15
days).

Selling Shares Directly To The 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 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 before the time at which the Fund's shares
are valued to receive that day's price, are responsible for furnishing
all necessary documentation to the Transfer Agent and may charge for
this service.

General.  The sale of shares is a taxable transaction for federal tax
purposes and may be subject to a contingent deferred sales charge.
The contingent deferred sales charge may be waived under certain
circumstances. Such charges may be reduced or eliminated for certain
persons or organizations purchasing Fund shares alone or in
combination with certain other Colonial funds.  See the Statement of
Additional Information for more information.  Under unusual
circumstances, the Fund may suspend repurchases or postpone payment
for up to seven days or longer, as permitted by federal securities
law.  In June of any year, the 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 value before the fee is deducted.

HOW TO EXCHANGE SHARES

Fund shares generally may be exchanged at net asset value for the same
class of shares of most Colonial funds.  Not all Colonial funds offer
all classes, so you may not be able to exchange into all of the other
Colonial funds. Carefully read the prospectus of the fund into which
the exchange will go before submitting the request.  Call
1-800-248-2828 to receive a prospectus and an exchange authorization
form.  Call 1-800-422-3737 to exchange shares by telephone.   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.

An exchange is a taxable capital transaction.  The exchange service
may be changed, suspended or eliminated on 60 days' written notice.

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 D Shares.  Exchanges of Class D shares will not be 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.

Class T Shares.  No other Colonial fund offers Class T shares.  Class T
shares of the Fund may be exchanged into the Class A shares of any
other Colonial fund.  However, if a Class T shareholder exchanges into
the Class A shares of another fund and then exchanges back to the
Fund, the latter exchange will be made into the Fund's Class A shares.

TELEPHONE TRANSACTIONS

All shareholders and/or their financial advisers may redeem up to
$50,000 of Fund shares by telephone, and may elect telephone
redemption privileges for larger amounts on the account application.
All exchanges may be accomplished by telephone.  See the Statement of
Additional Information for more information.  The Adviser, the
Administrator, the Transfer Agent and the Fund will not be liable when
following telephone instructions reasonably believed to be genuine and
a shareholder may suffer a loss from unauthorized transactions.  The
Transfer Agent will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine and may be liable
if reasonable procedures are not employed.  Shareholders and/or their
financial advisers will be required to provide their name, address and
account number.  Financial advisers will also be required to provide
their broker number.  Proceeds and confirmations of telephone
transactions will be mailed or sent to the address of record.
Telephone redemptions are not available on accounts with an address
change in the preceding 60 days.  All telephone transactions are
recorded.  Shareholders are not obligated to transact by telephone.

12B-1 PLANS

Under 12b-1 Plans, the Fund pays the Distributor an annual service fee
of 0.25% of the Fund's average net assets attributed to Classes A, B
and D shares.  The Fund also pays the Distributor an annual
distribution fee of 0.75% of the average net assets attributed to
Classes B and D shares.  Because Classes B and D shares bear higher
distribution fees, their dividends will be lower than the dividends of
Class A shares.  Dividends on Class A shares will be lower than the
dividends of Class T shares since Class T shares do not bear a service
fee.  Class B shares automatically convert to Class A shares,
approximately eight years after the Class B shares were purchased.
Class D shares do not convert.  The multiple class structure could be
terminated should certain opinions of counsel or 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 Plans also
authorize other payments to the Distributor and its affiliates
(including the Adviser and the Administrator) which may be construed
to be indirect financing of sales of Fund shares.

ORGANIZATION AND HISTORY

The Fund is the successor by merger to the Newport Tiger Fund, which
commenced operations in 1989.  The Fund was organized in 1994 as a
separate portfolio of the Trust, which is a Massachusetts business
trust organized in 1991.  The Trust is not required to hold annual
shareholder meetings, but special meetings may be called for certain
purposes.  You receive one vote for each of your Fund shares.  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.

Investment Adviser
Newport Fund Management, Inc.
580 California Street, Suite 1960
San Francisco, CA  94104

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

Distributor
Colonial Investment Services, Inc.
One Financial Center
Boston, MA 02111-2621

Custodian
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA  02109

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.

March 1, 1995, Revised April 28, 1995

COLONIAL NEWPORT TIGER FUND

PROSPECTUS

Colonial Newport Tiger Fund seeks capital appreciation by investing
primarily in equity securities of companies located in the nine Tigers
of Asia (Hong Kong, Singapore, South Korea, Taiwan, Malaysia,
Thailand, Indonesia, China and the Philippines).

For more detailed information about the Fund, call the Administrator
at 1-800-248-2828 for the March 1, 1995 Statement of Additional
Information.

FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED,
ENDORSED OR INSURED BY, ANY BANK OR GOVERNMENT AGENCY.
                    Colonial Mutual Funds
_________________________________________________________________
Please send your completed application to:
                              
                    Colonial Mutual Funds
                        P.O. Box 1722
              Boston, Massachusetts 02105-1722

New Account Application/Revision to Existing Account

To open a new account, complete sections 1, 2, 3, & 8.
To apply for special services for a new or existing account,
complete sections 4, 5, 6, 7, or 9 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: Name 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


______________________________________
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
D 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 Choice(s)

Fund
___ A Shares ___ B Shares (less than $250,000)
___ D Shares (less than $500,000)

$______________________________________________
Amount

Method of Payment

Choose one for each fund

___Check payable to the Fund, enclosed

___Bank wired on  (Date) ____/____/____
     Wire confirmation #

___Dealer purchased on (Date) ____/____/____
     Trade confirmation #

Ways to Receive Your Distributions

Choose one for each fund

___Reinvest dividends and capital gains

___Dividends in cash; reinvest capital gains

___Dividends and capital gains in cash

___Automatic Dividend Diversification See section 5A, inside

___Direct Deposit via Colonial Cash Connection See section
4B, inside

Fund Choice(s)

Fund
___ A Shares ___ B Shares (less than $250,000)
___ D Shares (less than $500,000)

$______________________________________________
Amount

Method of Payment

Choose one for each fund

___Check payable to the Fund, enclosed

___Bank wired on  (Date) ____/____/____
     Wire confirmation #

___Dealer purchased on (Date) ____/____/____
     Trade confirmation #

Ways to Receive Your Distributions

Choose one for each fund

___Reinvest dividends and capital gains

___Dividends in cash; reinvest capital gains

___Dividends and capital gains in cash

___Automatic Dividend Diversification See section 5A, inside

___Direct Deposit via Colonial Cash Connection See section
4B, inside

Fund Choice(s)

Fund
___ A Shares ___ B Shares (less than $250,000)
___ D Shares (less than $500,000)

$______________________________________________
Amount

Method of Payment

Choose one for each fund

___Check payable to the Fund, enclosed

___Bank wired on  (Date) ____/____/____
     Wire confirmation #

___Dealer purchased on (Date) ____/____/____
     Trade confirmation #

Ways to Receive Your Distributions

Choose one for each fund

___Reinvest dividends and capital gains

___Dividends in cash; reinvest capital gains

___Dividends and capital gains in cash

___Automatic Dividend Diversification See section 5A, inside

___Direct Deposit via Colonial Cash Connection See section
4B, inside

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.  I certify, under penalties of perjury, that:

1.  The Social Security # or Taxpayer  I.D. # provided is
correct.
Cross out 2(a) or 2(b) if either is not true in your case.

2.  I am not subject to 31% backup withholding because (a) I
have not been notified that I am subject to backup
withholding or (b) the Internal Revenue Service has notified
me that I am no longer subject to backup withholding.

It is agreed that the Fund, all Colonial companies 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.

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 section(s) 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 following
business day.  Withdrawals in excess of 12% annually of your
current account value will not be accepted. Redemptions made
in addition to Plan payments may be subject to a contingent
deferred sales charge for Class B or Class D 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 _________________ (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 _________________ (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 _________________ (month).

Payment Instructions
Send the payment to (choose one):
__My address of record.
__My bank account via Colonial Cash Connection. Please
complete Section 4B and the Bank Information section below.
__The payee listed at right.

______________________________________________
Name of payee

______________________________________________
Address of payee

______________________________________________
City

______________________________________________
State                    Zip

______________________________________________
Payee's bank account number, if applicable

X_____________________________________________
Signature of account owner(s)

X_____________________________________________
Signature of account owner(s)

Signatures of all owners must be guaranteed. Provide the
name, address, payment amount, and frequency for other
payees (maximum of 5) on a separate sheet.

B.  Direct Deposit via Colonial Cash Connection
You can arrange to have distributions from your Colonial
fund account(s) or Systematic Withdrawal Plan checks
automatically deposited directly into your bank checking
account. Distribution deposits will be made 2 days after the
Fund's payable date. Please complete Bank Information below
and attach a blank check marked "VOID."

Please deposit my:
__Dividend distributions only
__Dividend and capital gain distributions
__Systematic Withdrawal Plan payments

I understand that my bank must be a member of the Automated
Clearing House system.

C. Telephone Withdrawal Options

All telephone transaction calls are recorded. These options
are not available for retirement accounts.

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 on our records. For
your protection, this service is only available on accounts
that have not had an address change within
60 days of the redemption request.

2.  Telephone Redemption
__I would like the Telephone Redemption privilege.
You 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's and the Fund's liability is limited when
following telephone instructions; a shareholder may suffer a
loss from an unauthorized transaction reasonably believed by
Colonial to have been authorized.  Telephone redemptions
exceeding $5,000 will be sent via Federal Fund Wire, usually
on the next business day ($7.50 will be deducted).
Redemptions of $5,000 or less will be sent by check to your
designated bank.

Bank Information (For A, B, or C 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)


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 fund
distributions in another Colonial fund. These investments
will be made in the same share class and without sales
charges. 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)

____________________________
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 fund in which you have a  balance of at least
$5,000 transferred into the same share class of up to four
other Colonial funds, on a monthly basis. The minimum amount
for each transfer is $100. Please complete the section
below.

____________________________________
Fund from which shares will be sold

$_________________________
 Amount to redeem monthly

____________________________________
Fund name

$_________________________
 Amount to invest monthly

____________________________________
Fund name

$_________________________
 Amount to invest monthly
____________________________________
Fund name

$_________________________
 Amount to invest monthly

C. Fundamatic
Fundamatic automatically transfers the specified amount from
your bank checking account to your Colonial fund account.
Your bank needs to be a member of the Automated Clearing
House system. Please attach a blank check marked "VOID."
Also, complete the section below and Fundamatic
Authorization (Section 6).

____________________________________
Fund name

$_____________________        _________________
Amount to transfer       Month to start

Frequency
__Monthly or   __Quarterly

Date
__5th or  __20th of the month

____________________________________
Fund name

$_____________________        _________________
Amount to transfer       Month to start

Frequency
__Monthly or   __Quarterly

Date
__5th or  __20th of the month


____________________________________
Fund name

$_____________________        _________________
Amount to transfer       Month to start

Frequency
__Monthly or   __Quarterly

Date
__5th or  __20th of the month

6 -------------Fundamatic Authorization--------------------
Authorization to honor checks drawn by Colonial Investors
Service Center.  Do Not Detach.  Make sure all depositors on
the bank account sign to the far right.  Please attach a
blank check marked "VOID" here.  See reverse for bank
instructions.

I authorize Colonial to draw on my bank account, by check or
electronic funds transfer, for an investment in a Colonial
fund. Colonial 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
Colonial 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

7--Ways to Reduce Your Sales Charges for Class A Shares--
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 Class A, B, or D
shares in other Colonial 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 fund.

The sales charge for your purchase will be based on the sum
of the purchase added to the value of all shares in other
Colonial 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.

8-------------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 Colonial Investment Services (CIS), the
Fund's prospectus, and this application. We will notify CIS
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

9--Request for a Combined Quarterly Statement Mailing--
Colonial 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.

Fundamatic (See Reverse Side)
Applications must be received before the start date for
processing.

This program's deposit privilege can be revoked by Colonial
without prior notice if any check is not paid upon
presentation. Colonial 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 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 Colonial Investors
Service Center, Colonial Management Associates, Inc., 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.

D-461L-594



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