COLONIAL TRUST III
497, 1998-11-17
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                           COLONIAL GLOBAL EQUITY FUND

                 Supplement to the February 27, 1998 Prospectus
                   (Replacing Supplement dated March 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)  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.

(3)  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 .

(4)  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.

(5)  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.

(6)  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.

(7)  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.



(8)  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.

(9)  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.

(10) 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.

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

(12) 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-36/236G-119                                                  October 30, 1998

<PAGE>
                           COLONIAL GLOBAL EQUITY FUND

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


The Fund's Statement of Additional Information is amended as follows:

(1)  A Special Meeting of Shareholders of the Fund was held on October 30, 1998.
     The   proposals   received  the  required   approvals   and  are  effective
     immediately:

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

         The Fund may:

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

         5.   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; and

     (b) The Fund's  fundamental  investment policy regarding illiquid assets is
         deleted  from the caption  FUNDAMENTAL  INVESTMENT  POLICIES  and a new
         policy is added under the caption OTHER INVESTMENT POLICIES as follows:

         As non-fundamental  investment  policies which may be changed without a
         shareholder vote, the Fund may not:

         3. Invest more than 15% of its net assets in illiquid assets.

     (c) A new  sentence  has been  added  under the  caption  OTHER  INVESTMENT
         POLICIES  to  specify  that the Fund  may be  organized  under a master
         fund/feeder fund structure as follows:

         Notwithstanding  the investment  policies and restrictions of the Fund,
         the Fund may  invest  all or a  portion  of its  investable  assets  in
         investment companies with substantially the same investment  objective,
         policies and restrictions as the Fund.

     (d) John V.  Carberry,  Salvatore  Macera,  Thomas E.  Stitzel and Anne-Lee
     Verville are new trustees.

John V. Carberry1, Age 51, is Senior Vice President of Liberty Financial 
Companies, Inc. (formerly ManagingDirector, 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 Colonial Funds. He replaces Harold W.
     Cogger. Mr. Gibson is 45 years old and has been Chairman of the Board since
     July, 1998, Chief Executive  Officer and President since December 1996, and
     President  of Funds  since  June,  1998;  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 Colonial Funds. She replaces Michael H.
     Koonce.  Ms.  Conlin  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 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)  William D. Ireland,  Jr., George L. Shinn and Sinclair Weeks,  Jr., retired
     as Trustees of the Trust effective April 24, 1998.

(5) 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.

(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 service to, the Fund. The
     Distributor  continues to offer  selected  investment  products  managed by
     subsidiaries  of its parent  company,  Liberty  Financial  Companies,  Inc.
     (NYSE:L), the indirect parent of the Disributor.

(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 will not affect services to the Fund.

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

(9)  The  following  is  added  after  the  last  paragraph  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 Value TM 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.


GE-16/238G-1198                                                 October 30, 1998



- --------
1 Mr. Carberry is an "interested  person," as defined in the Investment  Company
Act of 1940, 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>
                                THE COLONIAL FUND

                 Supplement to the February 27, 1998 Prospectus
                   (Replacing Supplement dated March 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)  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,  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.

(3)  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.

(4)  A new sentence is added as the last sentence under the caption HOW THE
     FUND VALUES ITS SHARES 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.

(5)  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.

(6)  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.

(7)  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 its 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.

(8)  Liberty  Financial   Investments,   Inc.   (Transfer  Agent),   the  Fund's
     distributor,   changed  its  name  to  Liberty  Funds   Distributor,   Inc.
     (Distributor).  The new name will not affect the services  the  Distributor
     provides  to  the  Fund.  The  Distributor   continues  to  offer  selected
     investment products managed by subsidiaries of its indirect parent company,
     Liberty  Financial  Companies,  Inc.  (NYSE:L),  the indirect parent of the
     Distributor.

(9)  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 the Transfer Agent provides to the Fund.

(10) 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.

TF-36/232G-1198                                                 October 30, 1998
<PAGE>
                                THE COLONIAL FUND

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

The Fund's Statement of Additional Information is amended as follows:

(1)  A Special Meeting of Shareholders of the Fund was held on October 30, 1998.
     The   proposals   received  the  required   approvals   and  are  effective
     immediately:

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

         The Fund may:

         1.   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 total
              assets  (including the amount  borrowed) less  liabilities  (other
              than borrowings) or such other percentage permitted by law;
         5.   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; and

     (b) The Fund's  fundamental  investment policy regarding illiquid assets is
         deleted  from the caption  FUNDAMENTAL  INVESTMENT  POLICIES  and a new
         policy is added under the caption OTHER INVESTMENT POLICIES as follows:

         As non-fundamental  investment  policies which may be changed without a
         shareholder vote, the Fund may not:

         3. Invest more than 15% of its net assets in illiquid assets.

     (c) A new  sentence  has been  added  under the  caption  OTHER  INVESTMENT
         POLICIES  to  specify  that the Fund  may be  organized  under a master
         fund/feeder fund structure as follows:

         Notwithstanding  the investment  policies and restrictions of the Fund,
         the Fund may  invest  all or a  portion  of its  investable  assets  in
         investment companies with substantially the same investment  objective,
         policies and restrictions as the Fund.

     (d) John V.  Carberry,  Salvatore  Macera,  Thomas E.  Stitzel and Anne-Lee
         Verville have been elected as new trustees.

John V. Carberry1, 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 Messrs.  Macera and.
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 Colonial Funds. He replaces Harold W.
     Cogger. Mr. Gibson is 45 years old and has been Chairman of the Board since
     July, 1998, Chief Executive  Officer and President since December 1996, and
     President  of Funds  since  June,  1998;  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 Colonial Funds. She replaces Michael H.
     Koonce.  Ms.  Conlin  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 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)  William D. Ireland,  Jr., George L. Shinn and Sinclair Weeks,  Jr., retired
     as Trustees of the Trust effective April 24, 1998.

(5) The following paragraph is added under the caption MANAGEMENT OF THE FUNDS:

     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.

(6)  Liberty   Financial   Investments  Inc.   (Transfer   Agent),   the  Fund's
     distributor,   changed  its  name  to  Liberty  Funds   Distributor,   Inc.
     (Distributor).  The new name will not affect the services  the  Distributor
     provides  to  the  Fund.  The  Distributor   continues  to  offer  selected
     investment products managed by subsidiaries of its indirect parent company,
     Liberty  Financial  Companies,  Inc.  (NYSE:L),  the indirect parent of the
     Distributor.

(7)  Colonial  Investor  Services  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 the Transfer Agent provides to the Fund.

(8)  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.

(9)  The  following  is  added  after  the  last  paragraph  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 Value(TM) 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.




TF-39/233G-1198                                                 October 30, 1998



- --------
1 Mr. Carberry is an "interested  person," as defined in the Investment  Company
Act of 1940, 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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