COLONIAL TRUST III
497, 1998-12-28
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 COLONIAL GLOBAL EQUITY FUND

                 Supplement to the February 27, 1998 Prospectus
                  (Replacing Supplement dated October 30, 1998)

The Fund's Prospectus is amended as follows:

(1)  To the front cover of the  Prospectus,  a new  paragraph is added below the
     Table of Contents as follows:

     This   Prospectus   is   also   available   on-line   at   the   Web   site
     http://www.libertyfunds.com.    The    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  sub-caption  is added  under the  caption  HOW THE FUND  PURSUES ITS
     OBJECTIVES 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,   and  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 number
     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 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,  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)  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.

(5)  A new caption and paragraph is added after the last paragraph of the 
     caption HOW THE FUND IS MANAGED as follows:

     YEAR 2000

     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)  The last sentence under the caption HOW THE FUND VALUES ITS SHARES is 
     revised 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.

(7)  The following 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 in  which  the
     original investment was made should be used.
(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 will not effect the expenses paid by Fund shareholders.
     Financial  services  firms may waive receipt of all or any portion of these
     payments.

(9)  Under the caption  TELEPHONE  TRANSACTIONS the first sentence is revised in
     its entirety and new second and third sentences 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  accomplished  by placing a wire
     order trade through a broker, or furnishing a signature guaranteed request.

(10) 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 service 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.

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

(12) The Chase Manhattan Bank is the Fund's Custodian.  The Custodian's address
     is 270 Park Avenue, New York, NY 10017-2070.

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



GE-36/330G-1198                                                December 31, 1998



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