COLONIAL SMALL CAP VALUE
FUND
Supplement to the October
30, 1998 Prospectuses
The Fund's Prospectuses are
amended as follows:
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.
SC-36/300G-1198
November 13, 1998
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COLONIAL SMALL CAP VALUE FUND
Supplement to the Statement of Additional Information dated
October 30, 1998
The Fund's Statement of Additional Information is amended
as follows:
(1) An adjourned Special Meeting of Shareholders of the
Fund was held on November 13, 1998. The proposals received
the required approvals and are effective immediately:
(a) The first and fifth policies under the caption
FUNDAMENTAL INVESTMENT POLICIES are revised in their
entirety as follows:
The Fund may:
1.Borrow from banks, other affiliated funds and
other entities to the extent permitted by
applicable law, provided that the Fund's
borrowings shall not exceed 33 1/3% of the value
of its total assets (including the amount
borrowed) less liabilities (other than borrowings)
or such other percentage permitted by law; and
5.Make loans (a) through lending of securities, (b)
through the purchase of debt instruments or
similar evidences of indebtedness typically sold
privately to financial institutions, (c) through
an interfund lending program with other affiliated
funds provided that no such loan may be made if,
as a result, the aggregate of such loans would
exceed 33 1/3% of the value of its total assets
(taken at market value at the time of such loans)
and (d) through repurchase agreements.
SC-39/301G-1198
November 13, 1998
