Rule 24f-2 Notice
Colonial Trust VII
File #33-41559
1. Colonial Trust VII
One Financial Center
Boston, MA 02111
2. Name of each series or class of funds for
which this notice is filed:
Colonial Newport Tiger Fund
3. Investment Company Act File # 811-6347
Securities Act File Number # 33-41559
4. Last day of fiscal year for which this notice
is filed: 12/31/96
5. Check box if this notice is being filed more
than 180 days after the close of the issuer's
fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration.
6. Date of termination of issuer's declaration under
rule 24-f2(a)(1),if applicable:
7. Number and amount of securities of the same
class or series which had been registered under
the Securities Act of 1933 other than pursuant to
rule 24-f2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal
year: 0
8. Number and amount of securities registered during
the fiscal year other than pursuant to rule 24f-2: 0
9. Number and aggregate sale price of securities sold
during the fiscal year: Shares 143,238,249
Dollars $1,911,259,934
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2: Shares 143,238,249
Dollars $1,911,259,934
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans, if applicable: (Included in
Item 10)
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2: $1,911,259,934
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans: (Included in
12 (i) above)
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: $1,087,548,529
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2: 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2: $ 823,711,405
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation: 0.0003030303
(vii)Fee due: $ 249,609.51
13. Date of Mailing or wire transfer of filing fee
to the Commission's lockbox depository 02/24/97
This report has been signed below by the following
persons on behalf of the issuer and in the
capacities and on the date indicated.
By ________________________
Peter L. Lydecker
Vice President
February 24, 1997
February 24, 1997
Colonial Trust VII
One Financial Center
Boston, Massachusetts 02111
Ladies and Gentlemen:
We understand that Colonial Trust VII (the "Trust") is
about to file a Rule 24f-2 Notice (the "Notice") with the
Securities and Exchange Commission (the "Commission") pursuant
to Rule 24f-2 (the "Rule") under the Investment Company Act of
1940, as amended, making definite the registration of
143,238,248.595 shares of beneficial interest (the "Shares") of
the Trust sold in reliance upon the Rule during the Trust's
fiscal year ended December 31, 1996.
We have acted as counsel for the Trust since its
organization and are familiar with the action taken by its
board of trustees to authorize the issuance of the Shares. We
have examined records of meetings of its board of trustees and
shareholders, its By-Laws and its Agreement and Declaration of
Trust and amendments thereto on file at the office of the
Secretary of the Commonwealth of Massachusetts. We have also
examined such other documents as we deem necessary for the
purpose of this opinion.
We assume that appropriate action has been taken to
register or qualify the sale of the Shares under any applicable
state and federal laws regulating offerings and sales of
securities and that the Notice will be timely filed. We also
assume that the Trust or its authorized agent received the
authorized payment for the Shares in accordance with the terms
described in the Trust's Registration Statement (File No. 811-
6347) under the Securities Act of 1933.
Based upon the foregoing, we are of the opinion that the
Shares were validly issued, fully paid and nonassessable.
The Trust is an entity of the type commonly known as a
"Massachusetts Business Trust." Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust. However,
the Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires
that notice
of such disclaimer be given in each agreement, obligation, or
instrument entered into or executed by the Trust or the
Trustees. The Agreement and Declaration of Trust provides for
indemnification out of the Trust property for all loss and
expense of any shareholder held personally liable for the
obligations of the Trust. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would
be unable to meet its obligations.
We consent to this opinion accompanying the Notice
when filed with the Commission.
Very truly yours,
Ropes & Gray
