COLONIAL TRUST III
497, 1998-11-13
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                  COLONIAL SHORT DURATION U.S. GOVERNMENT FUND
                   COLONIAL INTERMEDIATE U.S. GOVERNMENT FUND
                        COLONIAL FEDERAL SECURITIES FUND
                 Supplement to the December 29, 1997 Prospectus

The Funds' 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 Funds.

(2)  The paragraph Borrowing of Money under the caption HOW THE FUNDS PURSUE 
     THEIR OBJECTIVES AND CERTAIN RISK FACTORS is revised in its entirety as
     follows:

     Borrowing of Money. The Funds 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 their total assets.

(3)  A new caption is added after the caption HOW THE FUNDS ARE MANAGED
     entitled YEAR 2000 as follows:

     The Funds' Advisor,  Distributor and Transfer Agent (Liberty Companies) are
     actively  managing Year 2000 readiness for the Funds. 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 Funds 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 Funds 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 Funds
     will not be adversely affected.

(4)  Liberty Financial  Investments,  Inc., the Funds' 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 Funds.
     The Distributor  continues to offer selected investment products managed by
     subsidiaries of Liberty Financial  Companies,  Inc. (NYSE:L),  the indirect
     parent of the Distributor.

(5)  Colonial  Investors  Service  Center,  Inc.  (Transfer  Agent),  the Funds'
     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 Funds.

(6)  The last sentence under the caption HOW THE FUNDS VALUE THEIR 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.

(7)  The last sentence in the first paragraph 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.

(8)  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.

(9)  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.  Redemptions  may also be
     accomplished  by writing a check  against the account.  Each check  written
     against the account is limited to a maximum of $100,000.

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


GF-36/229G-1198                                               October 30, 1998

                     COLONIAL SHORT DURATION U.S. GOVERNMENT FUND
                      COLONIAL INTERMEDIATE U.S. GOVERNMENT FUND
                           COLONIAL FEDERAL SECURITIES FUND

        Supplement to the December 29, 1997 Statement of Additional Information
                       (Replacing Supplement dated June 22, 1998)

The Funds' (Funds) Statement of Additional Information is amended as follows:

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

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

     6.  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 eighth fundamental  investment policy under the caption FUNDAMENTAL
     INVESTMENT POLICIES is deleted.  (c) The third  non-fundamental  investment
     policy  under the  caption  OTHER  INVESTMENT  POLICIES  is  revised in its
     entirety as
        follows:
Each Fund may not:
     3. Invest more than 15% of its net assets in illiquid securities.

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

     (e) 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:
<TABLE>
<CAPTION>
<S>              <C>                               <C> 
                                                     Total Compensation From the LVIT and Investment
Trustee            Aggregate 1997 Compensation(2)     Companies which are Series of LVIT in 1997(3)
Salvatore Macera         $12,500                                     $33,500
Thomas E. Stitzel         12,500                                      33,500
</TABLE>

(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  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 Funds' 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 Funds.
     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 Funds'
     transfer agent,  has changed its name to Liberty Funds  Services,  Inc. The
     new name does not affect  services that the Transfer  Agent provides to the
     Funds.

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

(8)  William D. Ireland, Jr., George L. Shinn and 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.


GF-39/253G-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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