COLONIAL NEWPORT TIGER CUB FUND
                           COLONIAL NEWPORT JAPAN FUND

                   Supplement to Prospectus dated June 3, 1996
                 (Replacing Supplement dated September 12, 1996)

The  following  is hereby  added  immediately  prior to the  paragraph  entitled
"Shareholder Services" under the caption HOW TO BUY SHARES:

Class A  shares  of the Fund may also be  purchased  at net  asset  value by (i)
investment  advisers 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  advisers  or
financial  planners  who place trades for their own accounts if the accounts are
linked to the master account of such investment  adviser 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.

The third  paragraph  under the  caption  HOW TO BUY  SHARES is  revised  in its
entirety as follows:

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 Z shares have no initial or contingent  deferred sales charge
and no Rule 12b-1 fee.  Otherwise,  Class Z share  expenses  are the same as for
Classes A, B and D shares.  Class Z shares may be  exchanged  at net asset value
for the Class A shares of any other Colonial fund.

D-896C-1096                         October 25, 1996