COLONIAL TRUST III
497, 1998-11-13
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                        COLONIAL STRATEGIC BALANCED FUND
                 Supplement to the February 27, 1998 Prospectus
                   (Replacing Supplement dated March 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)  The paragraph  Other  Investment  Companies  under the caption HOW THE FUND
     PURSUES ITS OBJECTIVE AND CERTAIN RISK FACTORS is deleted in its entirety.

(3)  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.

(4)  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.

(5)  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.

(6)  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.

(7)  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.

(8)  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.

(9)  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.

(10) 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.

<PAGE>

(11) 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.

(12) 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.

(13) 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-36/226G-1198                                               October 30, 1998

<PAGE>

                         COLONIAL STRATEGIC BALANCED FUND
    Supplement to the February 27, 1998 Statement of Additional Information
                    (Replacing Supplement dated June 22, 1998)

Colonial  Strategic  Balanced Fund's (Fund) Statement of Additional  Information
(SAI) is amended as follows:

(1)  A Special Meeting of Shareholders of the Fund was held on October 30, 1998,
     the  Fund's  shareholders  approved a number of  proposals.  As a result of
     these approvals, the Fund's SAI is amended as follows:

     (a) The first and fifth fundamental  investment  policies under the caption
     FUNDAMENTAL INVESTMENT POLICIES are revised in their entirety as follows:

The Fund may:

     1. The Fund may  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 assets
        (including the amount borrowed) less liabilities (other than borrowings)
        or such other percentage permitted by law.

     5. The Fund may 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.

     (b) The following policy is added after the non-fundamental policies:

     Notwithstanding  the  investment  policies of the Fund, the Fund may invest
     substantially  all of its investable assets in another  investment  company
     that  has  substantially  the  same  investment  objective,   policies  and
     restrictions as the Fund.

     (c) John Carberry, Salvatore Macera, Thomas E. Stizel and Anne-Lee Verville
     were elected as new trustees.  As a result,  the following  information  is
     added to the section MANAGEMENT OF THE FUNDS:

     John  Carberry(1),  Age 51, is Senior  Vice  President of Liberty Financial
     Companies,  Inc. (formerly Managing Director,  Salomon Brothers (investment
     banking) from January 1988 to January 1998).

     Salvatore Macera, Age 67, is a Private Investor (formerly Executive Vice
     President of Itek Corp. and President of Itek Optical & Electronic
     Industries, Inc. (electronics)). Trustee: Liberty Variable Investment 
     Trust, Stein Roe Variable Investment Trust.

     Thomas E. Stitzel, Age 58, is Professor of Finance, College of Business, 
     Boise State University (higher education); Business consultant and author.
     Trustee: Liberty Variable Investment Trust, Stein Roe Variable Investment
     Trust.

     Anne-Lee  Verville,  Age 51, is a  Consultant  (formerly  General  Manager,
     Global  Education  Industry from 1994 to 1997, and President,  Applications
     Solutions Division from 1991 to 1994, IBM Corporation (global education and
     global applications)).

The  following  table sets  forth the  compensation  paid to Mr.  Macera and Mr.
Stitzel in their  capacities as Trustees of Liberty  Variable  Investment  Trust
(LVIT),  which  offers nine funds:  Colonial  Growth and Income  Fund,  Variable
Series; Stein Roe Global Utilities Fund, Variable Series; Colonial International
Fund for Growth,  Variable  Series;  Colonial U.S. Stock Fund,  Variable Series;
Colonial Strategic Income Fund,  Variable Series;  Newport Tiger Fund,  Variable
Series; Liberty All-Star Equity Fund, Variable Series;  Colonial Small Cap Value
Fund, Variable Series; and Colonial High Yield Securities Fund, Variable Series,
for serving during the fiscal year ended December 31, 1997:

                                                Total Compensation From the LVIT
                                                  and Investment Companies which
Trustee            Aggregate 1997 Compensation(2)  are Series of LVIT in 1997(3)
- -------            ---------------------------           --------------- 
Salvatore Macera            $12,500                          $33,500
Thomas E. Stitzel            12,500                           33,500
(2)  Stephen E. Gibson is President of the Funds.  He replaces Harold W. Cogger.
     He is 45 years old and has been  President  of the Funds since June,  1998,
     Chairman  of the Board  since  July,  1998,  Chief  Executive  Officer  and
     President since  December,  1996,  and;  Director,  since July, 1996 of the
     Advisor  (formerly  Executive Vice  President from July,  1996 to December,
     1996);  Director,  Chief  Executive  Officer  and  President  of TCG  since
     December,   1996  (formerly   Managing  Director  of  Marketing  of  Putnam
     Investments, June, 1992 to July, 1996).

(3)  Nancy L. Conlin is Secretary of the Funds.  She replaces Michael H. Koonce.
     She is 44 years old and has been  Secretary of the Funds since April,  1998
     (formerly Assistant Secretary from July, 1994 to April, 1998), is Director,
     Senior Vice President,  General Counsel, Clerk and Secretary of the Advisor
     since April, 1998 (formerly Vice President, Counsel, Assistant to Secretary
     and  Assistant  Clerk from July,  1994 to April,  1998),  Vice  President -
     Legal,  General  Counsel  and  Clerk of TCG  since  April,  1998  (formerly
     Assistant Clerk from July, 1994 to April, 1998).

(4) The following paragraph is added to the MANAGEMENT OF THE FUNDS section:

       The  Trustees  have the  authority  to  convert  the Funds  into a master
       fund/feeder fund structure.  Under this structure,  a Fund may invest all
       or a portion  of its  investable  assets  in  investment  companies  with
       substantially the same investment  objectives,  policies and restrictions
       as the Fund.  The  primary  reason  to use the  master  fund/feeder  fund
       structure  is to provide a mechanism  to pool,  in a single  master fund,
       investments  of  different  investor  classes,   resulting  in  a  larger
       portfolio,  investment and  administrative  efficiencies and economies of
       scale.

(5)  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.

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

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

(8)  William D. Ireland, Jr., George L. Shinn an Sinclair Weeks, Jr. retired
     as Trustees of the Trust effective April 24, 1998.

(9) The following is added as the last paragraphs under the caption  PERFORMANCE
MEASURES:

       General.  From time to time,  the Fund may discuss,  or quote its current
       portfolio manager as well as other investment  personnel,  including such
       persons' views on: the economy;  securities markets; portfolio securities
       and their issuers;  investment philosophies,  strategies,  techniques and
       criteria  used in the selection of securities to be purchased or sold for
       the Fund, including the New ValueTM investment strategy that expands upon
       the  principles of  traditional  value  investing;  the Fund's  portfolio
       holdings;  the investment research and analysis process;  the formulation
       and  evaluation of investment  recommendations;  and the  assessment  and
       evaluation  of  credit,  interest  rate,  market and  economic  risks and
       similar or related matters.

       The Fund may also quote  evaluations  mentioned in  independent  radio or
       television  broadcasts,  and use charts and graphs to illustrate the past
       performance of various indices such as those mentioned in Appendix II and
       illustrations  using  hypothetical  rates of  return  to  illustrate  the
       effects of compounding and tax-deferral.  The Fund may advertise examples
       of the effects of periodic  investment plans,  including the principle of
       dollar cost  averaging.  In such a program,  an investor  invests a fixed
       dollar amount in a fund at periodic  intervals,  thereby purchasing fewer
       shares when prices are high and more shares when prices are low.

       From time to time,  the Fund may also  discuss  or quote the views of its
       distributor,  its investment advisor and other financial planning, legal,
       tax, accounting,  insurance, estate planning and other professionals,  or
       from surveys,  regarding  individual and family financial planning.  Such
       views may include information  regarding:  retirement  planning;  general
       investment  techniques (e.g., asset allocation and disciplined saving and
       investing);  business succession; issues with respect to insurance (e.g.,
       disability  and life  insurance  and  Medicare  supplemental  insurance);
       issues regarding  financial and health care management for elderly family
       members; and similar or related matters.



SB-39/250G-1198                                                October 30, 1998



- --------
1 Mr.  Carberry is an  "interested  person,"  as defined in the  Investment
  Company Act of 1940 (1940 Act),  because of his  affiliation  with  Liberty
  Financial Companies, Inc., an indirect majority-owned subsidiary of Liberty
  Mutual Insurance Company.
2 Consists of Trustee fees in the amount of (i) a $5,000 annual retainer,
  (ii) a $1,500 meeting fee for each meeting attended in person and (iii) a $500
  meeting fee for each telephone meeting.
3 Includes Trustee fees paid by LVIT and by Stein Roe Variable Investment Trust.

<PAGE>

                         COLONIAL GLOBAL UTILITIES FUND
                 Supplement to the February 27, 1998 Prospectus
                   (Replacing Supplement dated March 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)  Under the paragraph Securities Loans under the caption HOW THE FUND PURSUES
     ITS  OBJECTIVE  AND CERTAIN RISK FACTORS the second  sentence is changed in
     its entirety as follows:

     Such loans will be limited to securities  not exceeding 33 1/3% in value of
     the Portfolio's total assets.

(3)  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.

(4)  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.

(5)  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.

(6)  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.

(7) 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.

(8)  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.

(9) 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.

(10) The following sentences are 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.

(11) 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.

(12) 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.



GU-36/223G-1198                                              October 30, 1998

<PAGE>

                     COLONIAL GLOBAL UTILITIES FUND

       Supplement to February 27, 1998 Statement of Additional Information
                  (Replacing Supplement dated June 22, 1998)

Colonial  Global  Utilities  Fund's (Fund)  Statement of Additional  Information
(SAI) is amended as follows:

(1)  A Special Meeting of Shareholders of the Fund was held on October 30, 1998,
     the  Fund's  shareholders  approved a number of  proposals.  As a result of
     these approvals, the Fund's SAI is amended as follows:

     (a) The first and fourth fundamental  investment policies under the caption
     FUNDAMENTAL INVESTMENT POLICIES are revised in their entirety as follows:

The Fund may:

     1. The Fund may  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 assets
        (including the amount borrowed) less liabilities (other than borrowings)
        or such other percentage permitted by law.

     4.  The Fund may 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.

     (b) John Carberry, Salvatore Macera, Thomas E. Stizel and Anne-Lee Verville
         were elected as new trustees. As a result, the following information is
         added to the section MANAGEMENT OF THE FUNDS:

John Carberry(1), Age 51, is Senior Vice President of Liberty Financial 
Companies, Inc. (formerly Managing Director,  Salomon Brothers (investment 
banking) from January 1988 to January 1998).

Salvatore Macera, Age 67, is a Private Investor (formerly Executive Vice
President of Itek Corp. and President of Itek Optical & Electronic Industries, 
Inc. (electronics)).  Trustee:  Liberty Variable Investment Trust, Stein Roe
Variable Investment Trust.

Thomas E. Stitzel, Age 58, is Professor of Finance, College of Business, Boise 
State University (higher education); Business consultant and author.  Trustee:
Liberty Variable Investment Trust, Stein Roe Variable Investment Trust.

Anne-Lee  Verville,  Age 51, is a Consultant  (formerly General Manager,  Global
Education  Industry from 1994 to 1997,  and  President,  Applications  Solutions
Division  from  1991 to 1994,  IBM  Corporation  (global  education  and  global
applications)).

The  following  table sets  forth the  compensation  paid to Mr.  Macera and Mr.
Stitzel in their  capacities as Trustees of Liberty  Variable  Investment  Trust
(LVIT),  which  offers nine funds:  Colonial  Growth and Income  Fund,  Variable
Series; Stein Roe Global Utilities Fund, Variable Series; Colonial International
Fund for Growth,  Variable  Series;  Colonial U.S. Stock Fund,  Variable Series;
Colonial Strategic Income Fund,  Variable Series;  Newport Tiger Fund,  Variable
Series; Liberty All-Star Equity Fund, Variable Series;  Colonial Small Cap Value
Fund, Variable Series; and Colonial High Yield Securities Fund, Variable Series,
for serving during the fiscal year ended December 31, 1997:

                                                Total Compensation From the LVIT
                                                 and Investment Companies which 
Trustee           Aggregate 1997 Compensation(2)  are Series of LVIT in 1997(3)
- -------           ---------------------------          --------------- 
Salvatore Macera         $12,500                            $33,500
Thomas E. Stitzel         12,500                             33,500



<PAGE>

(2)  Stephen E. Gibson is President of the Funds.  He replaces Harold W. Cogger.
     He is 45 years old and has been  President  of the Funds since June,  1998,
     Chairman  of the Board  since  July,  1998,  Chief  Executive  Officer  and
     President  since  December,  1996 and  Director,  since  July,  1996 of the
     Advisor  (formerly  Executive Vice  President from July,  1996 to December,
     1996);  Director,  Chief  Executive  Officer  and  President  of TCG  since
     December,   1996  (formerly   Managing  Director  of  Marketing  of  Putnam
     Investments, June, 1992 to July, 1996).

(3)  Nancy L. Conlin is Secretary of the Funds.  She replaces Michael H. Koonce.
     She is 44 years old and has been  Secretary of the Funds since April,  1998
     (formerly Assistant Secretary from July, 1994 to April, 1998), is Director,
     Senior Vice President,  General Counsel, Clerk and Secretary of the Advisor
     since April, 1998 (formerly Vice President, Counsel, Assistant to Secretary
     and  Assistant  Clerk from July,  1994 to April,  1998),  Vice  President -
     Legal,  General  Counsel  and  Clerk of TCG  since  April,  1998  (formerly
     Assistant Clerk from July, 1994 to April, 1998).

(4) The following paragraph is added to the MANAGEMENT OF THE FUNDS section:

       The  Trustees  have the  authority  to  convert  the Funds  into a master
       fund/feeder fund structure.  Under this structure,  a Fund may invest all
       or a portion  of its  investable  assets  in  investment  companies  with
       substantially the same investment  objectives,  policies and restrictions
       as the Fund.  The  primary  reason  to use the  master  fund/feeder  fund
       structure  is to provide a mechanism  to pool,  in a single  master fund,
       investments  of  different  investor  classes,   resulting  in  a  larger
       portfolio,  investment and  administrative  efficiencies and economies of
       scale.

(5)  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.

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

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

(8)   William D. Ireland, Jr., George L. Shinn an Sinclair Weeks, Jr., retired
      as Trustees of the Trust effective April 24, 1998.

(9) The following is added as the last paragraphs under the caption  PERFORMANCE
    MEASURES:

       General.  From time to time,  the Fund may discuss,  or quote its current
       portfolio manager as well as other investment  personnel,  including such
       persons' views on: the economy;  securities markets; portfolio securities
       and their issuers;  investment philosophies,  strategies,  techniques and
       criteria  used in the selection of securities to be purchased or sold for
       the Fund, including the New ValueTM investment strategy that expands upon
       the  principles of  traditional  value  investing;  the Fund's  portfolio
       holdings;  the investment research and analysis process;  the formulation
       and  evaluation of investment  recommendations;  and the  assessment  and
       evaluation  of  credit,  interest  rate,  market and  economic  risks and
       similar or related matters.

       The Fund may also quote  evaluations  mentioned in  independent  radio or
       television  broadcasts,  and use charts and graphs to illustrate the past
       performance of various indices such as those mentioned in Appendix II and
       illustrations  using  hypothetical  rates of  return  to  illustrate  the
       effects of compounding and tax-deferral.  The Fund may advertise examples
       of the effects of periodic  investment plans,  including the principle of
       dollar cost  averaging.  In such a program,  an investor  invests a fixed
       dollar amount in a fund at periodic  intervals,  thereby purchasing fewer
       shares when prices are high and more shares when prices are low.

       From time to time,  the Fund may also  discuss  or quote the views of its
       distributor,  its investment advisor and other financial planning, legal,
       tax, accounting,  insurance, estate planning and other professionals,  or
       from surveys,  regarding  individual and family financial planning.  Such
       views may include information  regarding:  retirement  planning;  general
       investment  techniques (e.g., asset allocation and disciplined saving and
       investing);  business succession; issues with respect to insurance (e.g.,
       disability  and life  insurance  and  Medicare  supplemental  insurance);
       issues regarding  financial and health care management for elderly family
       members; and similar or related matters.



GU-39/244G-1198                                            October 30, 1998


- --------
1 Mr. Carberry is an "interested  person," as defined in the Investment Company
  Act of 1940  (1940  Act),  because of his affiliation with Liberty Financial
  Companies, Inc., an indirect  majority-owned  subsidiary  of  Liberty  Mutual
  Insurance Company.
2 Consists of Trustee fees in the amount of (i) a $5,000 annual retainer, (ii)
  a $1,500  meeting  fee  for  each  meeting attended  in  person  and  (iii) a
  $500 meeting fee for each telephone meeting.
3 Includes Trustee fees paid by LVIT and by Stein Roe Variable Investment Trust.



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