COLONIAL TRUST VI
497, 1997-08-04
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October 28, 1996, Revised August 1, 1997

COLONIAL SMALL CAP VALUE 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
this mutual fund may suit your unique needs, time horizon and risk tolerance.

Colonial Small Cap Value Fund (Fund), a diversified  portfolio of Colonial Trust
VI (Trust), an open-end management investment company, seeks long-term growth by
investing primarily in smaller  capitalization  equities. The Fund is managed by
the Adviser, an investment adviser since 1931.

This Prospectus  explains concisely what you should know before investing in the
Fund. Read it carefully and retain it for future reference.

More detailed information about the Fund is in the October 28, 1996 Statement of
Additional  Information  as revised  February 28, 1997 which has been filed with
the  Securities  and Exchange  Commission  and is  obtainable  free of charge by
calling the Adviser at 1-800-248-2828.


                                                                 SC-01/862D-0797

The Statement of Additional  Information is  incorporated by reference in (which
means it is considered to be a part of) this Prospectus.

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 Fund's Financial History                           3
The Fund's Investment Objective                        5
How the Fund Pursues its Objective
   and Certain Risk Factors                            5
How the Fund Measures its Performance                  6
How the Fund is Managed                                6
How the Fund Values its Shares                         7
Distributions and Taxes                                7
How to Buy Shares                                      7
How to Sell Shares                                     9
How to Exchange Shares                                10
Telephone Transactions                                11
12b-1 Plan                                            11
Organization and History                              11

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

      NOT FDIC-INSURED        MAY LOSE VALUE
                              NO BANK GUARANTEE

- ----------------------------- --------------------------
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.


<PAGE>


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 your  annual
expenses  for an  investment  in the Class A,  Class B and Class C shares of the
Fund.  See  "How  the Fund is  Managed"  and  "12b-1  Plan"  for  more  complete
descriptions of the Fund's various costs and expenses.

Shareholder Transaction Expenses (1)(2)
                                             Class A      Class B       Class C
Maximum Initial Sales Charge Imposed on a Purchase
(as a % of offering price)(3)                 5.75%       0.00%(5)      0.00%(5)
Maximum Contingent Deferred Sales Charge
 (as a % of offering price)(3)                1.00%(4)    5.00%         1.00%

(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 0.75%  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
     Fund's  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)

                    Class A                    Class B                 Class C

Management fee (6)   0.60%                     0.60%                    0.60%
12b-1 fee            0.25                      1.00                     1.00
Other expenses       0.53                      0.53                     0.53
                     ----                      ----                     ----
Total operating
   expenses         1.38%                     2.13%                     2.13%(7)
                    ====                      ====                      ====

(6) On June 20, 1997,  the Fund's  Trustees  approved a management  fee increase
    from 0.60% to 0.80%, subject to shareholder approval on September 30, 1997.
(7) Differs from financial statements due to the effect of annualization.

Example
The  following  Example  shows  the  cumulative   expenses   attributable  to  a
hypothetical $1,000 investment in the Class A, Class B and Class C shares of the
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
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 C
Period:                           (8)          (9)          (8)         (9)
1 year           $  71           $  72        $  22        $  32      $  22
3 years          $  99           $  97        $  67        $  67      $  67(11)
5 years          $ 128           $ 134        $ 114        $ 114      $ 114
10 years         $ 213           $ 227(10)    $ 227(10)    $ 246      $ 246

(8)  Assumes redemption at period end.
(9)  Assumes no redemption.
(10) Class B  shares  convert  to Class A shares  after  approximately  8 years;
     therefore, years 9 and 10 reflect Class A share expenses.
(11) Class  C  shares  do not  incur  a  contingent  deferred  sales  charge  on
     redemptions made after one year.

<PAGE>

THE FUND'S FINANCIAL HISTORY(a)
The following schedules of financial highlights for a Class A, Class B and Class
C share outstanding  throughout each period has been audited by Price Waterhouse
LLP, independent accountants. Their unqualified report is included in the Fund's
1996 Annual  Report,  and is  incorporated  by reference  into the  Statement of
Additional  Information.  The Fund adopted the  objective  of seeking  long-term
growth and became  actively  managed on November 2, 1992. The data presented for
the  Fund  prior  to  November  2,  1992,  represent  operations  under  earlier
objectives  and policies of the Fund's  predecessor,  Colonial Small Stock Index
Trust.
<TABLE>
<CAPTION>

                                                                                  CLASS   A
                                                                            Year ended June 30
                                         ------------------------------------------------------------------------------------------
                                         1996         1995      1994     1993      1992      1991      1990     1989       1988    
                                         ----         ----      ----     ----      ----      ----      ----     ----       ----    
<S>                                     <C>         <C>       <C>       <C>      <C>       <C>       <C>       <C>        <C>      
Net asset value - Beginning of period   $22.260     $16.670   $15.860   $12.330  $11.570   $13.560   $13.540   $12.940    $13.810  
                                       --------    --------  --------   -------- -------   -------   -------  --------    -------  
INCOME FROM INVESTMENT OPERATIONS:
  Net investment income (loss)            0.036 (c)   0.002   (0.047)   (0.083)   (0.127)    0.045     0.048     0.061      0.066(d)
  Net realized and unrealized gain (loss)
    on investments                        5.479       5.588     0.587    3.613     0.887    (1.992)    0.017     0.929     (0.357) 
                                         ------      ------    ------   ------    ------    -------   ------    ------    -------  
    Total from investment operations      5.515       5.590     0.810    3.530     0.760    (1.947)    0.065     0.990     (0.291) 
                                         ------      ------    ------   ------    ------    -------   ------    ------    ------- 
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                ----         ----      ----     ----      ----    (0.043)   (0.045)   (0.060)    (0.074) 
From net realized gains on investments   (1.295)       ----      ----     ----      ----      ----     ----     (0.330)    (0.505) 
                                         -------     ------    ------   -------   ------    -------   ------    -------   ------- 
    Total distributions declared to 
     shareholders                        (1.295)       ----      ----     ----      ----    (0.043)   (0.045)   (0.390)    (0.579) 
                                         -------     ------    ------   -------   ------    -------   -------   -------   -------  
Net asset value - End of period         $26.480     $22.260   $16.670   $15.860  $12.330    $11.570  $13.560   $13.540    $12.940  
                                        ========    ========  ========  ======== ========   ======== ========  ========   ======== 
Total return (e)                          25.31%      33.53%     5.11%    28.63%    6.57%   (14.34)%    0.49%     8.07%   (2.18)%(f)
                                         ======      ======     =====    ======    =====    =======    =====     =====    =======  
RATIOS TO AVERAGE NET ASSETS:
Expenses                                   1.38% (g)   1.45%     1.56%     1.88%    2.13%     1.91%     1.67%     1.69%    1.48% (d)
Interest expenses                           ----       ----      ----      0.01%    0.06%     0.03%     0.02%     ----     0.01%    
Net investment income (loss)               0.15% (g)   0.01%    (0.27%)   (0.60%)  (0.91%)    0.33%     0.35%     0.48%    0.54% (d)
Fees and expenses waived or borne by the
    adviser                                 ----       ----      ----       ----     ----     ----      ----      ----     0.23%   
Portfolio turnover                           46%         64%       35%       29%       0%       79%       17%       25%      42%   
Average commission rate (h)             $ 0.044        ----      ----       ----     ----     ----      ----      ----     ----    
Net assets at end of period (000)       $89,924     $40,661   $24,760    $23,716 $22,002   $28,943   $42,888   $46,415  $44,596    
- ---------------------------------
</TABLE>
                                                      CLASS   A
                                                 Year ended June 30
                                          ------------------------------
                                                      1987(b)
                                                      ------
Net asset value - Beginning of period                 $12.140
                                                      -------
INCOME FROM INVESTMENT OPERATIONS:
  Net investment income (loss)                          0.057 (d)
  Net realized and unrealized gain (loss)
    on investments                                      1.643
                                                        -----
    Total from investment operations                    1.700
                                                        -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                             (0.030)
From net realized gains on investments                   ----
                                                        -----
    Total distributions declared to 
     shareholders                                      (0.030)
                                                       ------
Net asset value - End of period                       $13.810
                                                      =======
Total return (e)                                       14.04% (f)
                                                      ======
RATIOS TO AVERAGE NET ASSETS:
Expenses                                                1.33% (d)
Interest expenses                                       0.02%
Net investment income (loss)                            0.61% (d)
Fees and expenses waived or borne by the
    adviser                                             0.66%
Portfolio turnover                                        34%
Average commission rate (h)                             ----
Net assets at end of period (000)                    $38,193
- ---------------------------------

(a)  Per share data were calculated using average shares  outstanding during the
     period.
(b)  Investment operations commenced July 25, 1986 and ratios for the period are
     annualized.
(c)  Includes distribution from Advo, Inc., which amounted to $0.047 per share.
(d)  Net of fees and expenses  waived or borne by the Adviser which  amounted to
     $0.028 and $0.062 in fiscal 1988 and 1987, respectively.
(e)  Total return at net asset value assuming all  distributions  reinvested and
     no initial or contingent deferred sales charges.
(f)  Had the  Adviser not waived or borne  certain  expenses,  the Fund's  total
     return would have been lower.
(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)  For  fiscal  years  beginning  on or after  September  1,  1995,  a fund is
     required to disclose  its average  commission  rate per share for trades on
     which commissions are charged.

<PAGE>

THE FUND'S FINANCIAL HISTORY(a) (CONT'D)
<TABLE>
<CAPTION>
                                                                          CLASS B                                 CLASS C

                                                                        Year ended                             Period ended
                                                                          June 30                                 June 30
                                              -------------------------------------------------------------  ----------------
                                                1996             1995            1994          1993 (b)          1996 (c)
                                                ----             ----            ----          --------          -------
<S>                                           <C>              <C>             <C>             <C>               <C>    
Net asset value - Beginning of period         $21.840          $16.470         $15.790         $13.010           $22.550
                                              --------         -------        --------         -------            -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                  (0.147) (d)       (0.139)         (0.176)         (0.100)           (0.072) (d)
Net realized and unrealized gain (loss)
 on investments                                5.372             5.509           0.856           2.880             3.922
                                              ------            ------          ------          ------             -----
    Total from investment operations           5.225             5.370           0.680           2.780             3.850
                                              ------            ------          ------          ------             -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net realized gain on investments         (1.295)            ----            ----            ----              ----
                                              -------           ------          ------          ------           ------
Net asset value - End of period              $25.770           $21.840         $16.470         $15.790           $26.400
                                            ========          ========        ========        ========           =======
Total return(e)                               24.44%            32.60%           4.31%          21.73% (f)        17.07% (f)
                                             ======            ======           =====          ======             ======
RATIOS TO AVERAGE NET ASSETS
Expenses                                      2.13% (g)          2.20%           2.31%           2.63% (h)         2.15% (g)(h)
Interest expense                              ----               ----            ----            0.01%              ----
Net investment income (loss)                 (0.60)% (g)        (0.74)%         (1.02)%         (1.35)%(h)        (0.54)%(g)(h)
Portfolio turnover                              46%                64%             35%             29%               46%
Average commission rate(i)                  $0.044               ----            ----            ----            $0.044
Net assets at end of period (000)          $96,158            $29,458          $8,489          $1,665            $2,585
- ---------------------------------
</TABLE>

(a)  Per share data was calculated using average shares  outstanding  during the
     period.
(b)  Class B shares  were  initially  offered on  November  9,  1992.  Per share
     amounts and total return (not annualized) reflect activity from that date.
(c)  Class C shares  were  initially  offered on  January  15,  1996.  Per share
     amounts reflect activity from that date.
(d)  Includes distribution from Advo, Inc., which amounted to $0.047 per share.
(e)  Total return at net asset value assuming all  distributions  reinvested and
     no initial or contingent deferred sales charges.
(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.
(i)  For fiscal years beginning on or after september 1, 1995, a fund is
     required to  disclose  its  average  commission  rate  per  share  for 
     trades  on  which commissions are charged.

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


<PAGE>



THE FUND'S INVESTMENT OBJECTIVE

The Fund seeks long-term growth by investing primarily in smaller capitalization
equities.

HOW THE FUND PURSUES ITS OBJECTIVE AND CERTAIN RISK FACTORS

The Fund normally invests at least 65% of its total assets in U.S. common stocks
selected  from the  universe  of stocks  traded on the New York Stock  Exchange,
American  Stock  Exchange and the Nasdaq Stock Market with market values between
$20 million and $1 billion (Small Stocks). In selecting investments, the Adviser
uses a  disciplined  process  intended to create a diversified  portfolio  whose
performance  (before  expenses)  will  exceed the Small Stock  universe's  while
maintaining  risk   characteristics  that  are  generally  consistent  with  the
universe.  However, there is no assurance that the portfolio's  performance will
match that of the universe, or that the Fund will achieve its objective.

Small Stocks may offer greater  opportunities for capital  appreciation than the
securities of larger, better established companies, but may also involve certain
special risks related to limited product lines,  markets or financial  resources
and  dependence  on a small  management  group.  Small  Stocks  may  trade  less
frequently,  in  smaller  volumes,  and  fluctuate  more  sharply  in value than
securities of larger companies.

Other  Investment  Practices.  The Fund may engage in the  following  investment
practices,  some of which  are  described  in more  detail in the  Statement  of
Additional Information.

Index  Futures.  The Fund  may  purchase  and  sell  U.S.  stock  index  futures
contracts,   which  may  be  considered  to  be  derivative   securities.   Such
transactions  will be entered into to invest cash temporarily in anticipation of
a market advance,  but not to hedge against 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
U.S.  stock index futures  contract is a type of  instrument  akin to a group of
securities  representative  of the  underlying  U.S.  stock  index.  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  may not  precisely
achieve the goal of gaining market  exposure to the extent there is an imperfect
correlation  between  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  purchased  the
futures contract.

Temporary/Defensive  Investments.  Temporarily available cash may be invested in
certificates of deposit,  bankers'  acceptances,  high quality commercial paper,
Treasury bills and repurchase agreements.  Some or all of the Fund's assets also
may be invested in such investments during periods of unusual market conditions.
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
held in a separate account at the Fund's  custodian,  and constitutes the 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 right to the collateral in
a  bankruptcy  proceeding.  Not more than 15% of the Fund's  net assets  will be
invested  in  repurchase  agreements  maturing  in more  than 7 days  and  other
illiquid assets.

Other.  The Fund may not always  achieve its  investment  objective.  The Fund's
investment

<PAGE>


objective  and  non-fundamental  policies  may be  changed  without  shareholder
approval.  The Fund will notify  investors  prior to any material  change in the
Fund's investment  objective.  If there is a change in the investment objective,
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.  The Fund's fundamental  investment 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 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 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, 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 twelve months'  distributions  by the maximum  offering
price of that Class at the end of the period.  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 FUND IS MANAGED

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

Colonial Investment Services, Inc.  (Distributor),  a subsidiary of the Adviser,
serves as the  distributor  for the Fund's shares.  Colonial  Investors  Service
Center,  Inc.  (Transfer  Agent),  an affiliate  of the  Adviser,  serves as the
shareholder  services and transfer agent for the Fund. 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  the 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 Fund paid the Adviser
0.60% of the Fund's  average net assets for fiscal year 1996.  On June 20, 1997,
the Fund's  Trustees  approved a management  fee  increase  from 0.60% to 0.80%,
subject to shareholder approval on September 30, 1997.

James P. Haynie,  Vice  President of the Adviser,  has managed or co-managed the
Fund since 1993.  Prior to joining the  Adviser in 1993,  Mr.  Haynie was a Vice
President at Massachusetts Financial Services Company and a Portfolio Manager at
Trinity Investment Management.

Michael Rega, Vice President of the Adviser, has been employed by the Adviser as
an Analyst since 1993 and has  co-managed the Fund and another  Colonial  equity
fund since 1997.  Prior to joining  the Adviser in 1993,  Mr. Rega was a Project
Manager at MIT's Lincoln Laboratory.

The Adviser also  provides  pricing and  bookkeeping  services to the Fund for a
monthly fee of $2,250 plus a  percentage  of the Fund's  average net assets over
$50  million.  The  Transfer  Agent  provides  transfer  agency and  shareholder
services  to the Fund for a fee of 0.25%  annually  of average  net assets  plus
certain out-of-pocket expenses.

Each of the  foregoing  fees is  subject to any  reimbursement  or fee waiver 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 Fund
(and of certain other Colonial funds) in selecting  broker-dealers for portfolio
security transactions.

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  (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  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 net income semi-annually
and any net realized gain at least annually.

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.  To change your  election,  call the Transfer Agent for
information.  Whether you receive your  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 of the Fund are offered continuously.  Orders received in good form prior
to the time at which the Fund  values its shares  (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, and the minimum  initial  investment for a Colonial  retirement  account is
$25.  Certificates  will not be issued for Class B or Class C shares,  and there
are some limitations on the issuance of Class A share certificates. The Fund may
refuse any  purchase  order for its  shares.  See the  Statement  of  Additional
Information for more information.

The Fund also  offers  Class Z shares  which  are  offered  through  a  separate
Prospectus  only  to  (i)  certain  institutions  (including  certain  insurance
companies and banks investing for their own account,  trusts,  endowment  funds,
foundations  and investment  companies)  and defined  benefit  retirement  plans
investing  a minimum  of $5  million  in the Fund and (ii) the  Adviser  and its
affiliates.

Class 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 % 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 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 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
                 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 pays financial  service firms an initial  commission of 1.00% on
Class C share purchases and an ongoing  commission of 0.75% 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 0.75%
annual  distribution  fee referred to above.  The  commission  may be reduced or
eliminated if the distribution fee paid by the Fund is reduced or eliminated for
any reason.

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  (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).  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 Fund  allows  certain  investors  or groups of
investors  to purchase  shares at a reduced or without an initial or  contingent
deferred  sales  charge.  These  programs  are  described  in the  Statement  of
Additional  Information  under  "Programs  for  Reducing  or  Eliminating  Sales
Charges" and "How to Sell Shares."

Class A  shares  of the Fund may also be  purchased  at net  asset  value by (i)
investment  advisors or financial planners who have entered into agreements with
the  Distributor  (or who maintain a master  account with a broker or agent that
has entered into such an agreement)  and who charge a management,  consulting or
other fee for  their  services,  and  clients  of such  investment  advisors  or
financial  planners  who place trades for their own accounts if the accounts are
linked to the master account of such investment  advisor or financial planner on
the books and records of the broker or agent;  and (ii)  retirement and deferred
compensation  plans and trusts  used to fund  those  plans,  including,  but not
limited to,  those  defined in Section  401(a),  403(b),  or 457 of the Internal
Revenue Code and "rabbi trusts," where the plans are  administered by firms that
have entered into agreements with the Distributor or the Transfer Agent.

Investors  may be  charged  a fee if they  effect  transactions  in Fund  shares
through a broker or agent.

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,  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.  The  Fund  may  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 Fund may be sold on any day the 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 as soon as 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  prior to the time at which  the Fund  values  its  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,  the
Fund may suspend repurchases or postpone payment for up to seven days or longer,
as permitted by federal securities law.

HOW TO EXCHANGE SHARES

Exchanges  at net asset value may be made among shares of the same class of most
Colonial  funds.  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. The
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
the Fund's investments in accordance with its investment objectives or otherwise
harm the 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 the  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
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 advisors are not obligated to transact by telephone.

12B-1 PLAN

Under a 12b-1 Plan,  the Fund pays the  Distributor  monthly a service fee at an
annual rate of 0.25% of the Fund's net assets attributed to its Class A, Class B
and Class C shares. The 12b-1 Plan also requires the 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.  Because  the Class B and
Class C shares bear the additional  distribution  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 was  organized in 1991 as a  Massachusetts  business  trust.  The 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.



<PAGE>

Investment Adviser
Colonial Management Associates, Inc.
One Financial Center
Boston, MA  02111-2621
- -----------------------------------------------------
Distributor
Colonial Investment Services, Inc.
One Financial Center
Boston, MA 02111-2621
- -----------------------------------------------------
Custodian
Boston Safe Deposit and Trust Company
One Boston Place
Boston, MA 02108-2624
- -----------------------------------------------------
Shareholder Services and Transfer Agent
Colonial Investors Service Center, Inc.
One Financial Center
Boston, MA  02111-2621
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.


October 28, 1996, Revised August 1, 1997

COLONIAL SMALL CAP VALUE FUND

PROSPECTUS


Colonial Small Cap Value Fund seeks long-term  growth by investing  primarily in
smaller capitalization equities.


For more detailed information about the Fund, call the Adviser at 1-800-248-2828
for the October 28, 1996 Statement of Additional Information as revised February
28, 1997.


















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

      NOT FDIC-INSURED        MAY LOSE VALUE
                              NO BANK GUARANTEE

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





Colonial Mutual Funds
Please send your completed application to:
                             
Colonial Investors Service Center, Inc.
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, available on certain funds after July 1,
                          1997; see prospectus)

___ D Shares (less than $500,000, available on certain funds; see prospectus)


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, 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.

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'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.

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 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 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 fund account on a regular basis.  The On-
Demand EFT Purchase program moves money from your bank checking account to
your Colonial 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 Colonial 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.  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 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

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 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(s) 
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.

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

SH-823D-0697 (6/97)



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