COLONIAL U.S. GROWTH & INCOME FUND
Supplement to the October 30,1998, Class Z Share Prospectus
The Fund's Prospectus is amended as follows:
(1) The seventh paragraph on the front cover to the Prospectus is revised in
its entirety as follows:
The following eligible institutional investors may purchase Class Z shares:
(i) any retirement plan with aggregate assets of at least $5 million at the
time of purchase of Class Z shares and which purchases shares directly from
Liberty Funds Distributor, Inc. (Distributor) or through a third party
broker-dealer; (ii) any insurance company, trust company or bank purchasing
shares for its own account; and (iii) any endowment, investment company or
foundation. In addition, Class Z shares may be purchased directly or by
exchange by any (i) investors who were Class I shareholders of the SoGen
International Fund, SoGen Overseas Fund or SoGen Gold Fund as of the
reorganization of these funds into Colonial Trust II and (ii) clients of
investment advisory affiliates of the Distributor provided that these
clients meet certain criteria established by the Distributor and its
affiliates.
(2) The sub-caption "Borrowing of Money" under the caption HOW THE FUND PURSUES
ITS OBJECTIVE AND CERTAIN RISK FACTORS is revised in its entirety as
follows:
Borrowing of Money. The Fund may borrow money from banks, other affiliated
funds and other entities to the extent permitted by law for temporary or
emergency purposes up to 33 1/3% of its total assets.
(3) The caption YEAR 2000 is revised in its entirety as follows:
The Fund's Advisor, Distributor and Transfer Agent (Liberty Companies) are
actively managing Year 2000 readiness for the Fund. The Liberty Companies
are taking steps that they believe are reasonably designed to address the
Year 2000 problem and are communicating with vendors who provide services,
software and systems to the Fund to provide that date-related information
and data can be properly processed and calculated on and after January 1,
2000. Many Fund service providers and vendors, including the Liberty
Companies, are in the process of making Year 2000 modifications to their
software and systems and believe that such modifications will be completed
on a timely basis prior to January 1, 2000. The Fund will not pay the cost
of these modifications. However, no assurances can be given that all
modifications required to ensure proper data processing and calculation on
and after January 1, 2000 will be timely made or that services to the Fund
will not be adversely affected.
GI-036/373G-1298 December 21, 1998
