COLONIAL TRUST III
497, 1998-12-28
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                        COLONIAL STRATEGIC BALANCED FUND
                 Supplement to the February 27, 1998 Prospectus
                  (Replacing Supplement dated October 30, 1998)

The Fund's Prospectus is amended as follows:

(1)  A new paragraph is added to the front cover of the Prospectus below the 
     Table of Contents as follows:

     This   Prospectus   is   also   available   on-line   at   the   Web   site
     http://www.libertyfunds.com.  The Securities and Exchange  Commission (SEC)
     maintains a Web site  (http://www.sec.gov)  that  contains the Statement of
     Additional  Information,  materials that are incorporated by reference into
     this  Prospectus  and the  Statement of Additional  Information,  and other
     information regarding the Fund.

(2)  A new paragraph is added as the eighth paragraph under the caption HOW THE 
     FUND PURSUES ITS OBJECTIVE AND CERTAIN RISK FACTORS as follows:

     Emerging Markets.  The Fund may invest up to 35% of its total assets in 
     foreign securities issued or guaranteed by companies or
     governments  located in countries whose economies or securities markets are
     not yet  highly  developed.   Special risks associated with
     these investments (in addition to those of foreign  investments  generally)
     may include,  among others, greater political  uncertainties,  an economy's
     dependence on revenues from particular  commodities or on international aid
     or  development  assistance,  extreme or volatile debt burdens or inflation
     rates,  highly  limited  numbers of potential  buyers for such  securities,
     heightened  volatility of security prices,  restrictions on repatriation of
     capital invested abroad and delays and disruptions in securities settlement
     procedures.

(3)  The paragraph  Other  Investment  Companies  under the caption HOW THE FUND
     PURSUES ITS OBJECTIVE AND CERTAIN RISK FACTORS is deleted in its entirety.

(4)  The paragraph 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.

(5)  A new caption is added after the HOW THE FUND IS MANAGED entitled YEAR 2000
     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.

(6)  Gita Rao, a Vice President of the Advisor, co-manages the Fund. Ms. Rao has
     managed  various  other  Colonial  funds since  1995.  Prior to joining the
     Advisor,  she was a global equity research analyst at Fidelity Management &
     Research  Company  from 1994 to 1995 and a Vice  President  in the domestic
     equity research group at Kidder, Peabody and Company from 1991 to 1994.

     James P. Haynie no longer co-manages the Fund.

(7)  Liberty Financial  Investments,  Inc., the Fund's distributor,  has changed
     its name to Liberty Funds  Distributor,  Inc.  (Distributor).  The new name
     does not affect the investment management of, or services to, the Fund. The
     Distributor  continues to offer  selected  investment  products  managed by
     subsidiaries of Liberty Financial  Companies,  Inc. (NYSE:L),  the indirect
     parent of the Distributor.

(8)  Colonial  Investors  Service  Center,  Inc.  (Transfer  Agent),  the Fund's
     transfer agent,  has changed its name to Liberty Funds  Services,  Inc. The
     new name does not affect the services that the Transfer  Agent  provides to
     the Fund.

(9)  The last sentence under the caption HOW THE FUND VALUES ITS SHARES is 
     changed in its entirety as follows:

     In  addition,  if the values of  foreign  securities  have been  materially
     affected by events  occurring  after the closing of a foreign  market,  the
     foreign securities may be valued at their fair value.


<PAGE>


(10) The Distributor pays an additional 1% commission  (total  commission of 5%)
     to  financial  service  firms on sales of Class B shares of the Fund to its
     clients or customers.  The  commission is paid directly by the  Distributor
     from its assets and does not effect the expenses paid by Fund shareholders.
     Financial  service  firms may waive  receipt of all or any portion of these
     payments.

(11) The last  sentence  under the  caption HOW TO SELL SHARES is revised in its
     entirety as follows:

     To avoid  delay in  payment,  investors  are  advised  to  purchase  shares
     unconditionally,  such  as  by  federal  fund  wire  or  other  immediately
     available funds.

 (12)The following sentence is added to the paragraph Class A Shares under the 
     caption HOW TO EXCHANGE SHARES:

     Exchanges of Class A shares are not subject to a contingent  deferred sales
     charge.  However, in determining whether a contingent deferred sales charge
     is  applicable  to  redemptions,  the  schedule  of the fund into which the
     original investment was made should be used.

(13) Under the caption  TELEPHONE  TRANSACTIONS  the first sentence in the first
     paragraph is revised in its  entirety  and a new second and third  sentence
     are added as follows:

     All shareholders and/or their financial advisors are automatically eligible
     to  exchange  Fund  shares and to redeem up to  $100,000  of Fund shares by
     calling 1-800-422-3737 toll-free any business day between 9:00 a.m. Eastern
     time and the time at which the Fund values it shares. Telephone redemptions
     are  limited to a total of $100,000 in a 30-day  period.  Redemptions  that
     exceed  $100,000 may be done by placing a wire order trade through a broker
     or furnishing a signature guaranteed request.

(14) Price Waterhouse LLP, the Fund's independent accountants,  changed its name
     to  PricewaterhouseCoopers  LLP.  The new name will not affect the services
     provided by PricewaterhouseCoopers LLP to the Fund.


SB-36/958F-0998                                                December 31, 1998



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