COLONIAL TRUST III
497, 1995-11-02
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                     COLONIAL INTERNATIONAL FUND FOR GROWTH
                                     
                            Supplement to Prospectus
                             dated February 28, 1995
                   (Replacing Supplement Dated April 27, 1995)
                                     

Andrew  Fleming,  head of  International  Equities of the Fund's  Sub-  Adviser,
Gartmore Capital Management Ltd., is the Fund's portfolio manager. Over the last
five years Mr. Fleming has served as a Managing  Director of the Sub-Adviser and
had been head of the Sub-Adviser's Far East Desk from 1993 to March 1995.

Effective on or about January 1, 1996, the  sub-advisory  contract with Gartmore
Capital Management Ltd. will be terminated. Following such termination, Colonial
Management  Associates,  Inc. ("Colonial") will provide the Fund with investment
management  services  under it's current  management  agreement.  The  portfolio
managers for the Fund will be Bruno  Bertocci and David Harris,  each of whom is
jointly employed by Colonial and Stein Roe & Farnham Incorporated ("Stein Roe"),
an  affiliate  of  Colonial.  Prior to  joining  Stein Roe in May 1995,  each of
Messrs.  Bertocci  and Harris was  employed  by  Rockefeller  & Co.  Inc. -- Mr.
Bertocci as a Managing Director and Mr. Harris as a Portfolio Manager.

After January 1, 1996, Colonial will utilize the trading facilities of Stein Roe
to place all orders for the purchase and sale of portfolio  securities,  futures
contracts  and foreign  currencies.  In selecting  broker  dealers  Colonial may
consider research and brokerage services furnished by the broker dealer. Subject
to seeking best  execution,  Colonial  also may consider  sales of shares of the
Fund (and of certain other Colonial  funds) in selecting such broker dealers for
portfolio transactions.

IN-36/367B-1095                                                 November 2, 1995

                     COLONIAL INTERNATIONAL FUND FOR GROWTH
                                
                Supplement to Statement of Additional Information
                             Dated February 28, 1995
                    (Replacing Supplement dated June 1, 1995)

The  following  Trustees  are being added  under the  sub-caption  Trustees  and
Officers under the caption MANAGEMENT OF THE FUNDS:

Robert J. Birnbaum(1), Trustee, is a Trustee (formerly Special Counsel, Dechert,
Price & Rhoads;  President and Chief Operating Officer, New York Stock Exchange,
Inc.), 313 Bedford Road, Ridgewood, NJ 07450

James  E.  Grinnell(1),  Trustee,  is a  Private  Investor,  22  Harbor  Avenue,
Marblehead, MA 01945

Richard W. Lowry(1),  Trustee,  is a Private  Investor,  10701 Charleston Drive,
Vero Beach, FL 32963

(1)  Elected to the Colonial Funds Complex on April 21, 1995.

The first  paragraph  under the  sub-caption  Reinvestment  Privilege  under the
caption INVESTOR SERVICES is revised in its entirety as follows:

An investor who has redeemed Class A, B or D shares may, upon request,  reinvest
within one year a portion or all of the  proceeds  of such sale in shares of the
same Class of any Colonial fund at the NAV next determined after CISC receives a
written  reinvestment  request  and  payment.  Any CDSC  paid at the time of the
redemption will be credited to the  shareholder  upon  reinvestment.  The period
between the  redemption  and the  reinvestment  will not be counted in aging the
reinvested  shares for  purposes of  calculating  any CDSC or  conversion  date.
Investors  who desire to exercise  this  Privilege  should  contact their FSF or
CISC.  Shareholders  may exercise this  Privilege an unlimited  number of times.
Exercise of this  Privilege  does not alter the federal  income tax treatment of
any capital gains  realized on the prior sale of Fund shares,  but to the extent
any such shares were sold at a loss,  some or all of the loss may be  disallowed
for tax purposes. Consult your tax adviser.

Separately,  effective on or about January 1, 1996, following the termination of
the Fund's  sub-advisory  contract  and the  assumption  by Colonial  Management
Associates,  Inc.  (Adviser)  of  portfolio  management  responsibilities,   the
information under the sub-caption Portfolio  Transactions is deleted from Part 2
and replaced with the following in Part 1.

Portfolio Transactions

Investment  decisions.  The  Fund's  portfolio  managers  will  use the  trading
facilities of Stein Roe & Farnham  Incorporated (Stein Roe), an affiliate of the
Adviser,  to place all orders for the purchase and sale of the Fund's  portfolio
securities, futures contracts and foreign currencies.

The Adviser acts as investment adviser to each of the Colonial funds (except for
the Colonial  Municipal Money Market Fund,  Colonial  Global  Utilities Fund and
Colonial Newport Tiger Fund, each of which is administered by the Adviser),  and
its affiliates advise other institutional,  corporate,  fiduciary and individual
clients.  Various  officers  and Trustees of the Trust also serve as officers or
Trustees of other Colonial funds.  The Colonial funds and clients advised by the
Adviser and its affiliates sometimes invest in securities in which the Fund also
invests and sometimes enter into transactions  utilizing stock index futures and
foreign currencies.  In certain cases, purchases and sales on behalf of the Fund
and other clients of the Adviser or its affiliates  will be bunched and executed
on an aggregate  basis. In such cases,  each  participating  fund or client will
receive the average  price at which the trade is  executed.  Where less than the
desired  aggregate  amount is able to be  purchased or sold,  the actual  amount
purchased or sold will be allocated among the participating  funds or clients in
proportion to the amounts  desired to be purchased or sold by each.  Although in
some  cases  these  practices  could have a  detrimental  effect on the price or
volume of the securities, futures or currencies as far as the Fund is concerned,
in most  cases  it is  believed  that  these  practices  should  produce  better
executions. It is the opinion of the Trustees that the desirability of retaining
the  Adviser  as  investment   adviser  to  the  Colonial  funds  outweighs  the
disadvantages, if any, which might result from these practices.

Brokerage and research services. The overriding objective in effecting portfolio
transactions for the Fund is to seek to obtain the best combination of price and
execution.  The best net price, giving effect to brokerage commissions,  if any,
and other transaction  costs,  normally is an important factor in this decision,
but a number of other judgmental factors may also enter into the decision. These
include:  negotiated  commission  rates  currently  available  and other current
transaction  costs;  the nature of the security  being  traded;  the size of the
transaction; the desired timing of the trade; the activity existing and expected
in the market  for the  particular  security;  confidentiality;  the  execution,
clearance  and  settlement  capabilities  of the broker or dealer  selected  and
others  which  are  considered;  financial  stability  of the  broker  or dealer
selected  and  such  other  brokers  or  dealers;  and any  actual  or  apparent
operational  problems  of any broker or dealer.  Recognizing  the value of these
factors, the Fund may pay a brokerage commission in excess of that which another
broker  or  dealer  may  have  charged  for  effecting  the  same   transaction.
Evaluations  of  the  reasonableness  of  brokerage  commissions,  based  on the
foregoing  factors,  are made on an  ongoing  basis in the  course of  effecting
portfolio  transactions.  The general  level of  brokerage  commissions  paid is
reviewed by the  Adviser and reports are made  annually to the Board of Trustees
of the Trust.

With  respect  to  purchases  and  sales  of  securities   involving   brokerage
commissions,  when more than one broker or dealer is  believed  to be capable of
providing  the best  combination  of  price  and  execution  with  respect  to a
particular  portfolio  transaction for the Fund, the Adviser may select a broker
or dealer that has  furnished it or its  affiliates  with  research  products or
services such as research reports,  subscriptions to financial  publications and
research compilations,  compilations of securities prices, earnings,  dividends,
and similar  data,  and computer data bases,  quotation  equipment and services,
research-oriented  computer software and services,  and services of economic and
other  consultants.  Selection of brokers or dealers is not made  pursuant to an
agreement  or  understanding  with any of the brokers or dealers;  however,  the
Adviser  and its  affiliates  may  endeavor  to  direct  sufficient  commissions
generated by its clients' accounts in the aggregate, including the Fund, to such
brokers or  dealers to ensure the  continued  receipt of  research  products  or
services that the Adviser feels are useful.  In certain  instances,  the Adviser
and its affiliates  receive from brokers and dealers  products or services which
are used both as investment research and for administrative, marketing, or other
non-research purposes. In such instances,  the Adviser makes a good faith effort
to determine the relative  proportions of such products or services which may be
considered as investment research.  The portion of the costs of such products or
services  attributable to research usage may be defrayed by the Adviser (without
prior agreement or understanding,  as noted above) through brokerage commissions
generated by transactions by clients (including the Fund), while the portions of
the costs  attributable  to  non-research  usage of such products or services is
paid by the  Adviser  in  cash.  No  person  acting  on  behalf  of the  Fund is
authorized, in recognition of the value of research products or services, to pay
a commission in excess of that which another broker or dealer might have charged
for effecting the same transaction.  Research products or services  furnished by
brokers and dealers  may be used in  servicing  any or all of the clients of the
Adviser and its  affiliates  and not all such research  products or services are
used in connection  with the management of the Fund.  With respect to the Fund's
purchases and sales of portfolio  securities  transacted with a broker or dealer
on a net basis,  the Adviser may also consider the part,  if any,  played by the
broker or dealer in bringing the security  involved to the Adviser's  attention,
including investment research related to the security and provided to the Fund.

As stated above, the overriding  objective in effecting  portfolio  transactions
for the Fund is to seek to obtain the best  combination  of price and execution.
However,  consistent  with the  provisions  of the Rules of Fair Practice of the
National  Association of Securities  Dealers,  Inc.,  where more than one broker
dealer is  believed  capable  of  providing  the best  combination  of price and
execution  with  respect to a  particular  transaction,  a broker  dealer may be
selected in  recognition of its sales of shares of the Fund or of other Colonial
funds.  Neither the Fund nor the Adviser has entered into any agreement with, or
made any  commitment  to, any  broker  dealer  which  would bind the Fund or the
Adviser to direct  portfolio  transactions  to a broker dealer to compensate the
broker dealer, directly or indirectly, for sales of shares of the Fund. Nor does
the Fund pay  brokerage  commissions  higher  than those  obtainable  from other
broker dealers in recognition of such sales.












IN-16/373B-1195                                                 November 2, 1995


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